Entergy Louisiana, LLC (Form: 8-K12B, Received: 10/01/2015 16:23:20)

Capacity (a)

Borrowings

Letters

of Credit

Capacity

Available

(In Millions)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date earliest event reported) September 14, 2015



Commission File Number	Registrant, State of Incorporation, Address of Principal Executive Offices, Telephone Number, and IRS Employer Identification No.	Commission File Number	Registrant, State of Incorporation, Address of Principal Executive Offices, Telephone Number, and IRS Employer Identification No.
0-20371	ENTERGY GULF STATES LOUISIANA, LLC, a Texas limited liability company 4809 Jefferson Highway Jefferson, Louisiana 70121 Telephone (504) 576-4000 74-0662730	1-32718	ENTERGY LOUISIANA, LLC (formerly known as Entergy Louisiana Power, LLC), a Texas limited liability company, as successor to EL Investment Company, LLC (formerly known as Entergy Louisiana, LLC) 4809 Jefferson Highway Jefferson, Louisiana 70121 Telephone (504) 576-4000 47-4469646 Former name and address: EL INVESTMENT COMPANY, LLC (formerly known as Entergy Louisiana, LLC), a Texas limited liability company, 4809 Jefferson Highway Jefferson, Louisiana 70121 Telephone (504) 576-4000 75-3206126

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2.):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Introductory Note

On October 1, 2015, the businesses formerly conducted by Entergy Louisiana, LLC (Old Entergy Louisiana) and Entergy Gulf States Louisiana, LLC (Old Entergy Gulf States Louisiana) were combined into a single public utility (Business Combination).

In order to effect the Business Combination, under the Texas Business Organizations Code (TXBOC), Old Entergy Louisiana allocated substantially all of its assets to a new subsidiary, Entergy Louisiana Power, LLC, a Texas limited liability company (New Entergy Louisiana), and New Entergy Louisiana assumed the liabilities of Old Entergy Louisiana, in a transaction regarded as a merger under the TXBOC. Under the TXBOC, Old Entergy Gulf States Louisiana allocated substantially all of its assets to a new subsidiary (New Entergy Gulf States Louisiana) and New Entergy Gulf States Louisiana assumed the liabilities of Old Entergy Gulf States Louisiana, in a transaction regarded as a merger under the TXBOC. New Entergy Gulf States Louisiana then merged into New Entergy Louisiana with New Entergy Louisiana surviving the merger. Thereupon, Old Entergy Louisiana changed its name from “Entergy Louisiana, LLC” to “EL Investment Company, LLC” and New Entergy Louisiana changed its name from “Entergy Louisiana Power, LLC” to “Entergy Louisiana, LLC”.

With the completion of the Business Combination, New Entergy Louisiana holds substantially all of the assets, and has assumed the liabilities, of Old Entergy Louisiana and Old Entergy Gulf States Louisiana.

This Current Report on Form 8-K is being filed for the purpose of establishing New Entergy Louisiana as the successor issuer to Old Entergy Louisiana pursuant to Rule 12g-3(a) and 15d-5(a) under the Securities Exchange Act of 1934, as amended (Exchange Act), and to disclose events required to be disclosed on Form 8-K with respect to Old Entergy Louisiana, New Entergy Louisiana, and Old Entergy Gulf States Louisiana relating to the Business Combination. Pursuant to Rule 12g-3(a) under the Exchange Act, the series of outstanding debt securities that Old Entergy Louisiana had registered under Section 12(b) of the Exchange Act and listed on the New York Stock Exchange (NYSE) are deemed registered by New Entergy Louisiana under Section 12(b) of the Exchange Act by operation of Exchange Act Rule 12g-3(a) and New Entergy Louisiana is subject to the reporting and other applicable requirements of the Exchange Act.

Item 1.01. Entry into a Material Definitive Agreement.

The information included in Item 8.01 is incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information included in Item 8.01 is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant .

The information included in Item 8.01 is incorporated herein by reference.

Item 3.01. Notice of Delisting.

On October 1, 2015, Old Entergy Louisiana notified the NYSE of the completion of the Business Combination and requested that, as a result of the succession of New Entergy Louisiana to the obligations, including all securities, of Old Entergy Louisiana, the NYSE file with the Securities and Exchange Commission (SEC) a notification on Form 25 to remove the four series of Old Entergy Louisiana debt securities (First Mortgage Bonds, 6.0% Series due March 2040, First Mortgage Bonds, 5.875% Series due June 2041, First Mortgage

Bonds, 5.25% Series due July 2052 and First Mortgage Bonds, 4.70% Series due June 2063) that had been listed on the NYSE from listing by Old Entergy Louisiana on the NYSE and from registration under Section 12(b) of the Exchange Act. As a result of Exchange Act Rule 12g-3(a), such securities are now considered to be listed on the NYSE by New Entergy Louisiana as successor to Old Entergy Louisiana.

In addition, Old Entergy Louisiana intends to file with the SEC a certification and notice of termination on Form 15 requesting that its reporting obligations under Section 13 and 15(d) of the Exchange Act with respect to its outstanding debt securities be suspended and terminated. New Entergy Louisiana is subject to the reporting and other applicable requirements of the Exchange Act as successor to Old Entergy Louisiana.

Item 3.03. Material Modification to Rights of Security Holders.

The information included in Item 8.01 is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The directors and executive officers of New Entergy Louisiana are the same persons, and hold the same positions, as had been the case at Old Entergy Louisiana and are listed below:

Directors

Phillip R. May, Jr.

Theodore H. Bunting, Jr.

Andrew S. Marsh

Mark T. Savoff

Officers

Marcus V. Brown

Theodore H. Bunting, Jr.

Leo P. Denault

Jeffrey S. Forbes

Andrew S. Marsh

Phillip R. May, Jr.

Alyson M. Mount

Mark T. Savoff

Donald W. Vinci

Roderick K. West

Information concerning each such director and officer is included in Old Entergy Louisiana’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 1, 2015, Old Entergy Louisiana amended its Articles of Organization and Regulations to change its name to “EL Investment Company, LLC”. Such amendments are included in this filing as Exhibits 3.1 and 3.2, respectively.

New Entergy Louisiana is governed by the Certificate of Formation and Company Agreement of Entergy Louisiana Power, LLC, each dated as of July 7, 2015, as amended October 1, 2015 to change its name from

“Entergy Louisiana Power, LLC” to “Entergy Louisiana, LLC”. The original Certificate of Formation and Company Agreement of New Entergy Louisiana and the amendments are included in this filing as Exhibits 3.3 and 3.4, respectively.

Item 8.01. Other Events .

On September 14, 2015, the Louisiana Public Service Commission (LPSC) issued an order approving the Business Combination, and the proposed ratemaking treatment, as modified by the uncontested stipulated settlement described in prior filings which had been filed with the LPSC in July 2015.

On October 1, 2015, the businesses formerly conducted by Old Entergy Louisiana and Old Entergy Gulf States Louisiana were combined into a single public utility.

In order to effectuate the Business Combination, under the TXBOC, Old Entergy Louisiana allocated substantially all of its assets to a new subsidiary, New Entergy Louisiana, a Texas limited liability company, and New Entergy Louisiana assumed the liabilities of Old Entergy Louisiana, in a transaction regarded as a merger under the TXBOC. Under the TXBOC, Old Entergy Gulf States Louisiana allocated substantially all of its assets to a new subsidiary, New Entergy Gulf States Louisiana, and New Entergy Gulf States Louisiana assumed the liabilities of Old Entergy Gulf States Louisiana, in a transaction regarded as a merger under the TXBOC. Old Entergy Louisiana and Old Entergy Gulf States Louisiana remained in existence and contributed the membership interests in New Entergy Louisiana and New Entergy Gulf States Louisiana to an affiliate, Entergy Utility Holding Company, LLC, the common membership interests of which are owned by Old Entergy Louisiana, Old Entergy Gulf States Louisiana and Entergy Corporation. New Entergy Gulf States Louisiana then merged into New Entergy Louisiana with New Entergy Louisiana surviving the merger. Thereupon, Old Entergy Louisiana changed its name from “Entergy Louisiana, LLC” to “EL Investment Company, LLC” and New Entergy Louisiana changed its name from “Entergy Louisiana Power, LLC” to “Entergy Louisiana, LLC”.

The Plan of Merger of Entergy Gulf States Power, LLC and Entergy Gulf States Louisiana, LLC; the Plan of Merger of Entergy Louisiana, LLC and Entergy Louisiana Power, LLC; and the Plan of Merger of Entergy Gulf States Power, LLC and Entergy Louisiana Power, LLC, are included in this filing as Exhibits 2.1, 2.2 and 2.3, respectively.

All of the exhibits filed by Old Entergy Louisiana in the Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and Quarterly Reports on Form 10-Q for the interim periods during the fiscal year ended December 31, 2015, which reports were filed on a combined basis by Old Entergy Louisiana along with the annual and quarterly reports of its parent, Entergy Corporation, and the annual and quarterly reports of various affiliated entities, including Old Entergy Gulf States Louisiana (the “Combined Reports”) and which include the indentures and material contracts filed as exhibit numbers 4 (Instruments Defining the Rights of Security Holders, Including Indentures) and 10 (Material Contracts), which relate to obligations that New Entergy Louisiana has assumed in the Business Combination, are considered to be exhibits applicable to New Entergy Louisiana as successor to Old Entergy Louisiana, except to the extent such exhibits are superseded. In addition, in the Business Combination, New Entergy Louisiana has assumed the obligations of Old Entergy Gulf States Louisiana, including those set forth in documents filed by Old Entergy Gulf States Louisiana as exhibits number 4 (Instruments Defining the Rights of Security Holders, Including Indentures) and 10 (Material Contracts) to the Combined Reports, and those filed documents are considered to be exhibits to New Entergy Louisiana’s reports filed under the Exchange Act.

Included in this filing as Exhibits 99.1 and 99.2 are the audited financial statements and related notes to the financial statements of Old Entergy Gulf States Louisiana for the periods described in Item 9.01(a) below and the Report of the Independent Registered Public Accounting Firm. Included in this filing as Exhibits 99.3 and 99.4 are the unaudited financial statements and related notes to the financial statements of Old Entergy Gulf States Louisiana for the periods described in Item 9.01(a) below. Included in this filing as Exhibit 99.5 is the unaudited pro forma financial information described in Item 9.01(b) below.

The notes to the financial statements included in this filing in Exhibits 99.2 and 99.4 were originally prepared and filed by Old Entergy Gulf States Louisiana on a combined basis with Entergy Corporation, Entergy Arkansas, Inc., Old Entergy Louisiana, Entergy Mississippi, Inc., Entergy New Orleans, Inc., Entergy Texas, Inc., and System Energy Resources, Inc. in such registrants’ Annual Report on Form 10-K for the year ended December 31, 2014, and Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015, respectively. Information contained in such notes relating to any individual company, other than Old Entergy Gulf States Louisiana and Old Entergy Louisiana, was included by such company on its own behalf and should not be considered in connection with this filing. Each company reports in such notes only on its own behalf and makes no representations whatsoever as to any other company.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements

Included as Exhibits 99.1 and 99.2 hereto are the audited financial statements of Entergy Gulf States Louisiana, L.L.C. comprised of Balance Sheets as of December 31, 2014 and December 31, 2013 and the related Income Statements, Statements of Comprehensive Income, Statements of Cash Flows and Statements of Changes in Equity for the three years in the period ended December 31, 2014, the notes related thereto and the Report of the Independent Registered Public Accounting Firm.

Included as Exhibits 99.3 and 99.4 hereto are the unaudited financial statements of Entergy Gulf States Louisiana, L.L.C. comprised of Balance Sheets as of June 30, 2015 and December 31, 2014, the related Income Statements and Statements of Comprehensive Income for the three and six months ended June 30, 2015 and June 30, 2014, the related Statements of Changes in Equity for the six months ended June 30, 2015 and June 30, 2014, and the related Statements of Cash Flows for the six months ended June 30, 2015 and June 30, 2014, and the notes related thereto.

(b) Unaudited Pro Forma Financial Information

Unaudited pro forma financial information of New Entergy Louisiana, giving effect to the combination of Old Entergy Louisiana’s and Old Entergy Gulf States Louisiana’s public utility businesses into a single public utility, is included as Exhibit 99.5 hereto.

(d) Exhibits.

See Exhibit Index.

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 hereunto duly authorized.

Entergy Louisiana, LLC

EL Investment Company, LLC

Entergy Gulf States Louisiana, LLC

By: /s/ Marcus V. Brown

Marcus V. Brown

Executive Vice President and General Counsel

Dated: October 1, 2015

(d) Exhibits.

Exhibit Index



Exhibit No.	Description of Exhibit
2.1	Plan of Merger of Entergy Gulf States Power, LLC and Entergy Gulf States Louisiana, LLC
2.2	Plan of Merger of Entergy Louisiana, LLC and Entergy Louisiana Power, LLC
2.3	Plan of Merger of Entergy Gulf States Power, LLC and Entergy Louisiana Power, LLC
3.1	Certificate of Amendment to Articles of Organization of Entergy Louisiana, LLC to change the company name to EL Investment Company, LLC
3.2	Amendment No. 1 to the Regulations of Entergy Louisiana, LLC to change the company name to EL Investment Company, LLC
3.3	Certificate of Formation of Entergy Louisiana Power, LLC (including Certificate of Amendment to Certificate of Formation to change the company name to Entergy Louisiana, LLC)
3.4	Company Agreement of Entergy Louisiana Power, LLC (including First Amendment to Company Agreement to change the company name to Entergy Louisiana, LLC)
4.1	Eighty-second Supplemental Indenture of Entergy Louisiana, LLC [New Entergy Louisiana] under the Mortgage and Deed of Trust, dated as of April 1, 1944, as amended, of Entergy Louisiana, LLC [Old Entergy Louisiana] to The Bank of New York Mellon, as Trustee
4.2	Eighty-second Supplemental Indenture of Entergy Gulf States Power, LLC under the Indenture of Mortgage, dated September 1, 1926, as amended, of Entergy Gulf States Louisiana, L.L.C. to The Bank of New York Mellon, as Trustee
4.3	Eighty-third Supplemental Indenture of Entergy Louisiana, LLC [New Entergy Louisiana] under the Indenture of Mortgage, dated September 1, 1926, as amended, of Entergy Gulf States Power, LLC to The Bank of New York Mellon, as Trustee
4.4	Amended and Restated Credit Agreement dated as of August 14, 2015, among Entergy Louisiana, LLC [Old Entergy Louisiana] and Entergy Gulf States Louisiana, L.L.C., as the Borrowers, the banks and other financial institutions party thereto as Lenders, Citibank, N.A., as Administrative Agent and as an LC Issuing Bank, and the other LC Issuing Banks party thereto
4.5	Amendment dated as of August [ ], 2015, to Amended and Restated Credit Agreement dated as of August 14, 2015, among Entergy Louisiana, LLC [Old Entergy Louisiana] and Entergy Gulf States Louisiana, L.L.C., as the Borrowers, the banks and other financial institutions party thereto as Lenders, Citibank, N.A., as Administrative Agent and as an LC Issuing Bank, and the other LC Issuing Banks party thereto
4.6	Borrower Assumption Agreement dated as of October 1, 2015 of Entergy Louisiana, LLC [New Entergy Louisiana] under Amended and Restated Credit Agreement dated as of August 14, 2015, among Entergy Louisiana, LLC [Old Entergy Louisiana] and Entergy Gulf States Louisiana, L.L.C., as the Borrowers, the banks and other financial institutions party thereto as Lenders, Citibank, N.A., as Administrative Agent and as an LC Issuing Bank, and the other LC Issuing Banks party thereto, as amended
23.1	Consent of Deloitte & Touche LLP
99.1	Audited financial statements of Entergy Gulf States Louisiana, L.L.C. as of December 31, 2014 and December 31, 2013 and for each of the three years in the period ended December 31, 2014 (excluding the notes related thereto) and the Report of the Independent Registered Public Accounting Firm



99.2	Notes to the audited financial statements of Entergy Gulf States Louisiana, L.L.C. for the three years in the period ended December 31, 2014, originally prepared and filed on a combined basis with Entergy Corporation, Entergy Arkansas, Inc., Old Entergy Louisiana, Entergy Mississippi, Inc., Entergy New Orleans, Inc., Entergy Texas, Inc., and System Energy Resources, Inc. in such registrants’ Annual Report on Form 10-K for the year ended December 31, 2014
99.3	Unaudited financial statements of Entergy Gulf States Louisiana, L.L.C. as of June 30, 2015 and for the three and six month periods ended June 30, 2015 and June 30, 2014 (excluding the notes related thereto)
99.4	Notes to the unaudited financial statements of Entergy Gulf States Louisiana, L.L.C. as of June 30, 2015 and for the three and six month periods ended June 30, 2015 and June 30, 2014, originally prepared and filed on a combined basis with Entergy Corporation, Entergy Arkansas, Inc., Old Entergy Louisiana, Entergy Mississippi, Inc., Entergy New Orleans, Inc., Entergy Texas, Inc., and System Energy Resources, Inc. in such registrants’ Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015
99.5	Unaudited Pro Forma Financial Information

Exhibit 2.1

PLAN OF MERGER OF

ENTERGY GULF STATES POWER, LLC AND

ENTERGY GULF STATES LOUISIANA, LLC

This Plan of Merger (this “ Plan ”) is entered into September 28, 2015 by and between Entergy Gulf States Louisiana, LLC, a Texas limited liability company (“ EGS LLC ”), and Entergy Gulf States Power, LLC, a Texas limited liability company (“ EGSP ”), with respect to the merger contemplated herein (the “ Merger ”) and certifies and sets forth the following:


1.	The name of each domestic or foreign corporation or other entity that is a party to the Merger, the type of each such entity, and the jurisdiction in which each such entity is organized is:



Name	Type of Entity	Jurisdiction
Entergy Gulf States Louisiana, LLC	Limited Liability Company	Texas
Entergy Gulf States Power, LLC	Limited Liability Company	Texas


2.	The name of each domestic or foreign corporation or other entity that shall survive the Merger, the type of each such entity, and the jurisdiction in which each such entity is organized is:



Name	Type of Entity	Jurisdiction
Entergy Gulf States Louisiana, LLC	Limited Liability Company	Texas
Entergy Gulf States Power, LLC	Limited Liability Company	Texas


3.	This Plan has been approved as required by Chapter 10 of the Texas Business Organizations Code (the “ Code ”).


4.	The effective time of the Merger shall be as specified in the Certificate of Merger (the “ Effective Time ”).


5.	The terms and conditions of the Merger are as follows:

All assets, including the bank accounts listed on Schedule A (and all funds held in such accounts immediately prior to the Effective Time), real estate and other property (tangible and intangible, movable and immovable), owned, held, leased, and claimed by EGS LLC immediately prior to the Effective Time, whether located within the State of Louisiana or outside the State of Louisiana, shall be allocated to and vested in EGSP, except that the following shall be retained by EGS LLC (the “ EGS LLC Retained Assets ”):


i.	all of the Units of Class B Common Membership Interests (as that term is defined in the Fourth Amended and Restated Limited Liability Company Agreement of Entergy Holdings Company LLC, dated September 19, 2015) of Entergy Holdings Company LLC, a Delaware limited liability company, held by EGS LLC immediately prior to the Effective Time;


ii.	all Units of Common Membership Interest (as that term is defined in the Company Agreement of EGSP, dated July 31, 2015 (the “ EGSP Company Agreement ”)) of EGSP held by EGS LLC immediately prior to the Effective Time;


iii.	all of EGS LLC’s right, title and interest in that certain Service Agreement by and between Entergy Services, Inc. and EGS LLC (f/k/a Entergy Gulf States Louisiana, L.L.C.) dated as of January 1, 2008; and


iv.	the bank accounts listed on Schedule B and all funds held in such accounts immediately prior to the Effective Time;

All Liabilities (as hereinafter defined) of EGS LLC including, without limitation, all Liabilities of EGS LLC for Decommissioning (as herein-after defined) and to store, maintain and dispose of nuclear material located at, in, on or under the Site (as herein-after defined), immediately prior to the Effective Time shall be allocated to and vested in EGSP (the “ EGSP Assumed Liabilities ”), except the following shall be retained by EGS LLC (collectively, the “ EGS LLC Retained Liabilities ”):


i.	the Liabilities that are specifically related to the EGS LLC Retained Assets; and


ii.	the Liabilities related to any fees and franchise taxes required by law to be paid by EGS LLC for all periods prior to the Effective Time (as further described in Section 10);

All assets, including real estate and other property (tangible and intangible, movable and immovable), including but not limited to any funds held in those bank accounts in the name of EGSP as of the Effective Time, owned, held, leased, and claimed by EGSP immediately prior to the Effective Time, whether located within the State of Louisiana or outside the State of Louisiana, shall be retained by and vested in EGSP; and


d.	All Liabilities of EGSP immediately prior to the Effective Time (the “ Pre-Effective Time EGSP Liabilities ”) shall be allocated to and vested in EGSP.

Prior to the Effective Time, EGSP and EGS LLC shall pay and discharge their respective Liabilities in a due and timely manner. From and after the Effective Time, (i) EGSP shall pay and discharge in full, or cause to be paid and discharged in full, the EGSP Assumed Liabilities and the Pre-Effective Time EGSP Liabilities in a due and timely manner; and (ii) EGS LLC shall pay and discharge in full, or cause to paid and discharged in full, the EGS LLC Retained Liabilities in a due and timely manner.

For purposes of this Plan, (a) “ Decommission ” or “ Decommissioning ” means to completely retire and remove the River Bend Station, Unit 1 (the “ Facilities ”) from service and to restore the real property on which the Facilities are located (the “ Site ”), as well as any planning and administrative activities incidental thereto, (b) “ Liabilities ” means, with respect to any Person, any liability or obligation of such Person of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable, or otherwise, or whether sounding in tort, contract, employment, administrative, tax, or any other area of law and (c) “ Person ” means an individual, corporation, limited liability company, partnership (general, limited, or limited liability), trust, joint venture, or other entity.

This Plan, including as a part hereof all schedules and documents incorporated herein by reference, is intended to provide for the allocation of all Liabilities of EGS LLC and EGSP.

All allocations of rights, titles, and interests to all real estate and other property shall be subject to all existing liens or other encumbrances thereon (except as released by express release prior to or upon the Effective Time) and all exceptions, easements, servitudes, rights-of-way, rights of use, releases, encroachments, reservations, joint ownership agreements, joint operating agreements, joint use agreements, options, and other agreements affecting such property as of the Effective Time, whether or not of record. All allocations of real and tangible personal property (movable or immovable) of EGS LLC are made AS IS, WHERE IS, WITH ALL FAULTS, AND ALL WARRANTIES (EXPRESS AND IMPLIED) WITH RESPECT TO CONDITION, DEFECTS (LATENT OR PATENT), MERCHANTABILITY, HABITABILITY, AND FITNESS FOR ANY PURPOSE OF ANY ALLOCATED PROPERTY ARE EXPRESSLY DISCLAIMED, including, without limitation, the warranty against redhibitory defects provided by Louisiana Civil Code Articles 2520 et seq ., and the warranty of fitness for intended uses under Louisiana Civil Code Article 2475, and without recourse. Each of EGS LLC and EGSP irrevocably waives and relinquishes any rights it may have to rescind or otherwise set aside the allocation of all or any part of the property allocated due to the resolutory condition under Louisiana Civil Code Art. 2561 or otherwise arising out of the failure of EGS LLC or EGSP to pay or perform any liability or obligation allocated to it or any other obligation that is obligated to pay or perform and any vendor’s lien arising out of this allocation. Each of EGS LLC and EGSP waives production of mortgage and conveyance certificates, tax researches, surveys, and any and all other certificates required by law or custom.

Following the Merger and implementation of this Plan, the member of EGS LLC shall continue to be the member of EGS LLC with the same ownership rights and interests as it had in EGS LLC immediately prior to the Merger. In addition, following the Merger and implementation of this Plan, the member of EGSP shall continue to be the member of EGSP with the same ownership rights and interests as it had in EGSP immediately prior to the Merger.

Following the Merger and implementation of this Plan, those persons identified as Directors on the attached Exhibit A shall be the Directors (as that term is defined in the Company Agreement of EGS LLC dated as of September 21, 2015) of EGS LLC and those persons identified as Directors on Exhibit B shall be the Directors (as that term is defined in the EGSP Company Agreement) of EGSP and shall serve on the Board of Directors of the respective entity until such time that new Directors are elected for such entity.


9.	Following the Merger and implementation of this Plan, those persons identified as officers on the attached Exhibit A shall be the officers of EGS LLC and those persons identified as officers on Exhibit B shall be the officers of EGSP and shall serve as officers of the respective entity until such time that new officers are elected or appointed for such entity.

10.

To satisfy the requirements of Section 10.156(2) of the Code, EGSP and EGS LLC agree that each will be responsible for the timely payment of all of their respective fees and franchise taxes that would have been required by law to be paid by each of them for all periods prior to the Effective Time as if the merger had not occurred, regardless of whether such fees and franchise taxes have not been timely paid. Each surviving entity shall be responsible for payment of all fees and taxes as required by law to be paid by it from and after the Effective Time.


11.	To the extent not released, EGSP shall be the primary obligor for the EGSP Assumed Liabilities under this Plan. To the extent not released, EGS LLC shall have continuing liability on the EGSP Assumed Liabilities to the extent provided by law, provided that, as between EGS LLC and EGSP, EGS LLC

shall have all rights of a surety against EGSP as primary obligor for all payments made and costs incurred by EGS LLC in respect of the EGSP Assumed Liabilities. EGSP shall indemnify, defend, save, and hold harmless EGS LLC from and against, and shall reimburse EGS LLC for any payments made and costs incurred by EGS LLC, in respect of, the EGSP Assumed Liabilities.

12.

At any time before the Effective Time, this Plan may be abandoned (subject to any contractual rights) by the party to the Merger, without member action, by (a) execution of a statement of abandonment by any officer of EGS LLC or in any other manner determined by the Board of Directors of EGS LLC; and (b) if the Certificate of Merger has been filed but the Effective Time has not yet occurred, filing by EGS LLC of such statement with the Secretary of State of Texas prior to the Effective Time.


13.	EGS LLC reserves the right to amend, modify, or supplement this Plan (including Exhibits and Schedules, if any) and the Certificate of Merger prior to the Effective Time, and if such right is exercised the Plan and Certificate of Merger, as so amended, modified, or supplemented, shall be the Plan and Certificate of Merger that become effective as of the Effective Time.


14.	A copy of this Plan will be furnished by each surviving entity, on written request and without cost, to any member of each limited liability company that is a party to or created by this Plan, and to any creditor or obligee of the party to the Merger at the time of the Merger if such obligation is then outstanding.


15.	EGS LLC and EGSP will cause to be promptly and duly taken, executed, acknowledged, delivered, recorded, and filed all such further instruments, documents, and assurances as either may from time to time reasonably request to carry out more effectively the intent and purposes of this Plan.

16.

It is the intent of EGS LLC and EGSP that the assets and other property (tangible and intangible, movable and immovable) and the obligations allocated to and vested in EGSP pursuant to this Plan include all rights, privileges, powers and franchises of EGS LLC including, without limitation, any and all attorney-client privileges, work product doctrine and any other applicable privilege. Furthermore, EGS LLC and EGSP have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the allocation of assets, other property, and obligations pursuant to this Plan is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All assets, other property, and obligations allocated to and vested in EGSP pursuant to this Plan, and the attorney-client relationships, work product, and communications relating to those assets, properties, and obligations that are entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. THE NEXT PAGE OF THIS DOCUMENT IS PAGE S-1.]

Exhibit 2.1

In witness whereof the parties to the Merger have executed this Plan of Merger as set forth above.

ENTERGY GULF STATES LOUISIANA, LLC

By: /s/ Phillip R. May, Jr.

Phillip R. May, Jr.

President and Chief Executive Officer

ENTERGY GULF STATES POWER, LLC

By: /s/ Phillip R. May, Jr.

Phillip R. May, Jr.

President and Chief Executive Officer

SCHEDULE A

BANK ACCOUNTS ALLOCATED TO EGSP



Bank	Account Number	Account Name
Capital One, NA	812342231	Entergy Gulf States Louisiana, L.L.C.
Capital One, NA	882094464	Entergy Gulf States Louisiana, L.L.C.
Capital One, NA	542050357	Entergy Gulf States Louisiana, L.L.C.
JPMorgan Chase	644369811	Entergy Gulf States Louisiana, L.L.C.
Wells Fargo Bank, N.A.	80458301	Entergy Gulf States Louisiana, L.L.C. - (Isaac) Storm Reserve Escrow
Wells Fargo Bank, N.A.	48619300	Entergy Gulf States Louisiana, L.L.C. (MB) Storm Reserve Escrow
Wells Fargo Bank, N.A.	80458300	Entergy Gulf States Louisiana, L.L.C. - Storm Reserve Escrow

Bank Account Numbers are Confidential

SCHEDULE B

BANK ACCOUNTS RETAINED BY EGS LLC



Bank	Account Number	Account Name
Capital One, NA	671550617	Entergy Gulf States Louisiana, L.L.C.
Federated Investors	6715506170	Entergy Gulf States Louisiana, L.L.C.

Bank Account Numbers are Confidential

EXHIBIT A

DIRECTORS AND OFFICERS OF EGS LLC

Directors

Theodore H. Bunting, Jr.

Andrew S. Marsh

Mark T. Savoff

Officers



Theodore H. Bunting, Jr.	President and Chief Executive Officer
Andrew S. Marsh	Executive Vice President and Chief Financial Officer
Marcus V. Brown	Executive Vice President and General Counsel
Alyson M. Mount	Senior Vice President and Chief Accounting Officer
Steven C. McNeal	Vice President and Treasurer
Daniel T. Falstad	Secretary
Dawn A. Balash	Assistant Secretary
Stacey M. Lousteau	Assistant Treasurer
Mary Ann Valladares	Assistant Treasurer
Patricia A. Galbraith	Tax Officer

EXHIBIT B

DIRECTORS AND OFFICERS OF EGSP

Directors

Theodore H. Bunting, Jr.

Andrew S. Marsh

Phillip R. May, Jr.

Mark T. Savoff

Officers



Phillip R. May, Jr.	Chairman of the Board, President and Chief Executive Officer
Theodore H. Bunting, Jr.	Group President, Utility Operations
Andrew S. Marsh	Executive Vice President and Chief Financial Officer
Marcus V. Brown	Executive Vice President and General Counsel
Jeffrey S. Forbes	Executive Vice President and Chief Nuclear Officer
Joseph T. Henderson	Senior Vice President and General Tax Counsel
Alyson M. Mount	Senior Vice President and Chief Accounting Officer
Steven C. McNeal	Vice President and Treasurer
Dennis P. Dawsey	Vice President, Customer Service
Kimberly Fontan	Vice President, Regulatory Affairs
John P. Hurstell	Vice President, System Planning
Jody Montelaro	Vice President, Public Affairs
Daniel T. Falstad	Secretary
Dawn A. Balash	Assistant Secretary
Stacey M. Lousteau	Assistant Treasurer
Mary Ann Valladares	Assistant Treasurer
Patricia A. Galbraith	Tax Officer
Rory L. Roberts	Tax Officer
Paul J. Wichers, Jr.	Tax Officer

Exhibit 2.2

PLAN OF MERGER OF

ENTERGY LOUISIANA, LLC AND

ENTERGY LOUISIANA POWER, LLC

This Plan of Merger (this “ Plan ”) is entered into September 28, 2015 by and between Entergy Louisiana, LLC, a Texas limited liability company (“ ELL ”), and Entergy Louisiana Power, LLC, a Texas limited liability company (“ ELP ”), with respect to the merger contemplated herein (the “ Merger ”) and certifies and sets forth the following:


1.	The name of each domestic or foreign corporation or other entity that is a party to the Merger, the type of each such entity, and the jurisdiction in which each such entity is organized is:



Name	Type of Entity	Jurisdiction
Entergy Louisiana, LLC	Limited Liability Company	Texas
Entergy Louisiana Power, LLC	Limited Liability Company	Texas


2.	The name of each domestic or foreign corporation or other entity that shall survive the Merger, the type of each such entity, and the jurisdiction in which each such entity is organized is:



Name	Type of Entity	Jurisdiction
Entergy Louisiana, LLC	Limited Liability Company	Texas
Entergy Louisiana Power, LLC	Limited Liability Company	Texas


3.	This Plan has been approved as required by Chapter 10 of the Texas Business Organizations Code (the “ Code ”).


4.	The effective time of the Merger shall be as specified in the Certificate of Merger (the “ Effective Time ”).


5.	The terms and conditions of the Merger are as follows:

All assets, including the bank accounts listed on Schedule A (and all funds held in such accounts immediately prior to the Effective Time), real estate and other property (tangible and intangible, movable and immovable), owned, held, leased, and claimed by ELL immediately prior to the Effective Time, whether located within the State of Louisiana or outside the State of Louisiana, shall be allocated to and vested in ELP, except that the following shall be retained by ELL (the “ ELL Retained Assets ”):


i.	all Units of Class B Common Membership Interests (as that term is defined in the Fourth Amended and Restated Limited Liability Company Agreement of Entergy Holdings Company LLC, dated September 19, 2015) of Entergy Holdings Company LLC, a Delaware limited liability company, held by ELL immediately prior to the Effective Time;


ii.	all Units of Common Membership Interest (as that term is defined in the Company Agreement of ELP, dated July 7, 2015 (the “ ELP Company Agreement ”)) of ELP held by ELL immediately prior to the Effective Time;


iii.	all Units (as that term is defined in the Amended and Restated Company Agreement of Louisiana Power & Light Company, LLC, dated September 14, 2015) of Louisiana Power & Light Company, LLC, a Texas limited liability company, held by ELL immediately prior to the Effective Time;


iv.	Promissory Note made by Entergy New Orleans, Inc. to ELL dated September 15, 2015 in the original principal amount of $25,500,000;


v.	all of ELL’s right, title and interest in that certain Service Agreement by and between Middle South Services, Inc. and Louisiana Power & Light Company, LLC (f/k/a Louisiana Power and Light Company) dated as of April 1, 1963, as amended; and


vi.	the bank accounts listed on Schedule B and all funds held in such accounts immediately prior to the Effective Time;

All Liabilities (as hereinafter defined) of ELL, including, without limitation, all Liabilities of ELL for Decommissioning (as herein-after defined) and to store, maintain and dispose of nuclear material located at, in, on or under the Site (as herein-after defined), immediately prior to the Effective Time shall be allocated to and vested in ELP (the “ ELP Assumed Liabilities ”), except that the following shall be retained by ELL (collectively, the “ ELL Retained Liabilities ”):


i.	The Liabilities that are specifically related to the ELL Retained Assets;


ii.	The tax liability with respect to ELL’s gain from the transfer of certain assets and related liabilities used to provide electric service in the Fifteenth Ward of the City of New Orleans (known as Algiers) by ELL to Entergy New Orleans, Inc. on September 1, 2015; and


iii.	The Liabilities for any fees and franchise taxes required by law to be paid by ELL for all periods prior to the Effective Time (as further described in Section 10);

All assets, including real estate and other property (tangible and intangible, movable and immovable), including but not limited to any funds held in those bank accounts in the name of ELP as of the Effective Time, owned, held, leased, and claimed by ELP immediately prior to the Effective Time, whether located within the State of Louisiana or outside the State of Louisiana, shall be retained by and vested in of ELP; and


d.	All Liabilities of ELP immediately prior to the Effective Time (the “ Pre-Effective Time ELP Liabilities ”) shall be allocated to and vested in ELP.

Prior to the Effective Time, ELL and ELP shall pay and discharge their respective Liabilities in a due and timely manner. From and after the Effective Time, (i) ELP shall pay and discharge in full or cause to be paid and discharged in full, the ELP Assumed Liabilities and the Pre-Effective Time ELP Liabilities in a due and timely manner; and (ii) ELL shall pay and discharge in full, or cause to be paid and discharged in full, the ELL Retained Liabilities in a due and timely manner.

For purposes of this Plan, (a) “ Decommission ” or “ Decommissioning ” means to completely retire

and remove the Waterford Steam Electric Station, Unit 3 (the “ Facilities ”) from service and to restore the real property on which the Facilities are located (the “ Site ”), as well as any planning and administrative activities incidental thereto, (b) “ Liabilities ” means, with respect to any Person, any liability or obligation of such Person of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable, or otherwise, or whether sounding in tort, contract, employment, administrative, tax, or any other area of law, and (c) “ Person ” means an individual, corporation, limited liability company, partnership (general, limited, or limited liability), trust, joint venture, or other entity.

This Plan, including as a part hereof all schedules and documents incorporated herein by reference, is intended to provide for the allocation of all Liabilities of ELL and ELP.

All allocations of rights, titles, and interests to all real estate and other property shall be subject to all existing liens or other encumbrances thereon (except as released by express release prior to or upon the Effective Time) and all exceptions, easements, servitudes, rights-of-way, rights of use, releases, encroachments, reservations, joint ownership agreements, joint operating agreements, joint use agreements, options, and other agreements affecting such property as of the Effective Time, whether or not of record. All allocations of real and tangible personal property (movable or immovable) of ELL are made AS IS, WHERE IS, WITH ALL FAULTS, AND ALL WARRANTIES (EXPRESS AND IMPLIED) WITH RESPECT TO CONDITION, DEFECTS (LATENT OR PATENT), MERCHANTABILITY, HABITABILITY, AND FITNESS FOR ANY PURPOSE OF ANY ALLOCATED PROPERTY ARE EXPRESSLY DISCLAIMED, including, without limitation, the warranty against redhibitory defects provided by Louisiana Civil Code Articles 2520 et seq ., and the warranty of fitness for intended uses under Louisiana Civil Code Article 2475, and without recourse. Each of ELL and ELP irrevocably waives and relinquishes any rights it may have to rescind or otherwise set aside the allocation of all or any part of the property allocated due to the resolutory condition under Louisiana Civil Code Art. 2561 or otherwise arising out of the failure of ELL or ELP to pay or perform any liability or obligation allocated to it or any other obligation that is obligated to pay or perform and any vendor’s lien arising out of this allocation. Each of ELL and ELP waives production of mortgage and conveyance certificates, tax researches, surveys, and any and all other certificates required by law or custom.

Following the Merger and implementation of this Plan, the member of ELL shall continue to be the member of ELL with the same ownership rights and interests as it had in ELL immediately prior to the Merger. In addition, following the Merger and implementation of this Plan, the member of ELP shall continue to be the member of ELP with the same ownership rights and interests as it had in ELP immediately prior to the Merger.

Following the Merger and implementation of this Plan, those persons identified as Directors on the attached Exhibit A shall be the Directors (as that term is defined in the Company Agreement of ELL dated as of December 31, 2005) of ELL and those persons identified as Directors on Exhibit B shall be the Directors (as that term is defined in the ELP Company Agreement) of ELP and shall serve on the Board of Directors of the respective entity until such time that new Directors are elected for such entity.


9.	Following the Merger and implementation of this Plan, those persons identified as officers on the attached Exhibit A shall be the officers of ELL and those persons identified as officers on Exhibit B

shall be the officers of ELP and shall serve as officers of the respective entity until such time that new officers are elected or appointed for such entity.

10.

To satisfy the requirements of Section 10.156(2) of the Code, ELP and ELL agree that each will be responsible for the timely payment of all of their respective fees and franchise taxes that would have been required by law to be paid by each of them for all periods prior to the Effective Time as if the Merger had not occurred, regardless of whether such fees and franchise taxes have not been timely paid. Each surviving entity shall be responsible for payment of all fees and taxes as required by law to be paid by it from and after the Effective Time.

11.

To the extent not released, ELP shall be the primary obligor for the ELP Assumed Liabilities under this Plan. To the extent not released, ELL shall have continuing liability on the ELP Assumed Liabilities to the extent provided by law, provided that, as between ELL and ELP, ELL shall have all rights of a surety against ELP as primary obligor for all payments made and costs incurred by ELL in respect of the ELP Assumed Liabilities. ELP shall indemnify, defend, save, and hold harmless ELL from and against, and shall reimburse ELL for any payments made and costs incurred by ELL, in respect of, the ELP Assumed Liabilities.

12.

At any time before the Effective Time, this Plan may be abandoned (subject to any contractual rights) by the party to the Merger, without member action, by (a) execution of a statement of abandonment by any officer of ELL or in any other manner determined by the Board of Directors of ELL; and (b) if the Certificate of Merger has been filed but the Effective Time has not yet occurred, filing by ELL of such statement with the Secretary of State of Texas prior to the Effective Time.


13.	ELL reserves the right to amend, modify, or supplement this Plan (including Exhibits and Schedules, if any) and the Certificate of Merger prior to the Effective Time, and if such right is exercised the Plan and Certificate of Merger, as so amended, modified, or supplemented, shall be the Plan and Certificate of Merger that become effective as of the Effective Time.


14.	A copy of this Plan will be furnished by each surviving entity, on written request and without cost, to any member of each limited liability company that is a party to or created by this Plan, and to any creditor or obligee of the party to the Merger at the time of the Merger if such obligation is then outstanding.


15.	ELL and ELP will cause to be promptly and duly taken, executed, acknowledged, delivered, recorded, and filed all such further instruments, documents, and assurances as either may from time to time reasonably request to carry out more effectively the intent and purposes of this Plan.

16.

It is the intent of ELL and ELP that the assets and other property (tangible and intangible, movable and immovable) and the obligations allocated to and vested in ELP pursuant to this Plan include all rights, privileges, powers and franchises of ELL including, without limitation, any and all attorney-client privileges, work product doctrine and any other applicable privilege. Furthermore, ELL and ELP have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the allocation of assets, other property, and obligations pursuant to this Plan is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All assets, other property, and obligations allocated to and vested in ELP pursuant to this Plan, and the attorney-client relationships, work product, and communications relating to those assets, properties, and obligations that are entitled to protection under the attorney-client privilege,

work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges.

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In witness whereof the parties to the Merger have executed this Plan of Merger as set forth above.

ENTERGY LOUISIANA, LLC

By: /s/ Phillip R. May, Jr.

Phillip R. May, Jr.

President and Chief Executive Officer

ENTERGY LOUISIANA POWER, LLC

By: /s/ Phillip R. May, Jr.

Phillip R. May, Jr.

President and Chief Executive Officer

SCHEDULE A

BANK ACCOUNTS ALLOCATED TO ELP



Bank	Account Number	Account Name
Capital One, NA	542050349	Entergy Louisiana, LLC
Capital One, NA	8812073753	Entergy Louisiana, LLC
JPMorgan Chase	5113778444	Entergy Louisiana, LLC
JPMorgan Chase	110211995	Entergy Louisiana, LLC
Wells Fargo Bank, N.A.	48616900	Entergy Louisiana, LLC - (Isaac) Storm Reserve Escrow
Wells Fargo Bank, N.A.	48618000	Entergy Louisiana, LLC (MB) Storm Reserve Escrow

Bank Account Numbers are Confidential

SCHEDULE B

BANK ACCOUNTS RETAINED BY ELL



Bank	Account Number	Account Name
Capital One, NA	671550609	Entergy Louisiana, LLC
Federated Investors	671550690	Entergy Louisiana, LLC

Bank Account Numbers are Confidential

EXHIBIT A

DIRECTORS AND OFFICERS OF ELL

Directors

Theodore H. Bunting, Jr.

Andrew S. Marsh

Mark T. Savoff

Officers



Theodore H. Bunting, Jr.	President and Chief Executive Officer
Andrew S. Marsh	Executive Vice President and Chief Financial Officer
Marcus V. Brown	Executive Vice President and General Counsel
Alyson M. Mount	Senior Vice President and Chief Accounting Officer
Steven C. McNeal	Vice President and Treasurer
Daniel T. Falstad	Secretary
Dawn A. Balash	Assistant Secretary
Stacey M. Lousteau	Assistant Treasurer
Mary Ann Valladares	Assistant Treasurer
Patricia A. Galbraith	Tax Officer

EXHIBIT B

DIRECTORS AND OFFICERS OF ELP

Directors

Theodore H. Bunting, Jr.

Andrew S. Marsh

Phillip R. May, Jr.

Mark T. Savoff

Officers



Phillip R. May, Jr.	Chairman of the Board, President and Chief Executive Officer
Theodore H. Bunting, Jr.	Group President, Utility Operations
Andrew S. Marsh	Executive Vice President and Chief Financial Officer
Marcus V. Brown	Executive Vice President and General Counsel
Jeffrey S. Forbes	Executive Vice President and Chief Nuclear Officer
Joseph T. Henderson	Senior Vice President and General Tax Counsel
Alyson M. Mount	Senior Vice President and Chief Accounting Officer
Steven C. McNeal	Vice President and Treasurer
Dennis P. Dawsey	Vice President, Customer Service
Kimberly Fontan	Vice President, Regulatory Affairs
John P. Hurstell	Vice President, System Planning
Jody Montelaro	Vice President, Public Affairs
Daniel T. Falstad	Secretary
Dawn A. Balash	Assistant Secretary
Stacey M. Lousteau	Assistant Treasurer
Mary Ann Valladares	Assistant Treasurer
Patricia A. Galbraith	Tax Officer
Rory L. Roberts	Tax Officer
Paul J. Wichers, Jr.	Tax Officer

Exhibit 2.3

PLAN OF MERGER OF

ENTERGY GULF STATES POWER, LLC

AND

ENTERGY LOUISIANA POWER, LLC

This Plan of Merger (the “ Plan ”) is made September 28, 2015 between Entergy Gulf States Power, LLC, a Texas limited liability company (“ Merging Entity ” or “ EGSP ”), Entergy Louisiana Power, LLC, a Texas limited liability company (“ Surviving Entity ” or “ ELP ”), Entergy Gulf States Louisiana, LLC, a Texas limited liability company and sole member of EGSP (“ EGS LLC ”), Entergy Louisiana, LLC, a Texas limited liability company and sole member of ELP (“ ELL ”), and Louisiana Power & Light Company, LLC, a Texas limited liability company (“ LP&L LLC ”).

Recitals

ELL and Entergy Gulf States Louisiana, L.L.C., a Louisiana limited liability company (“ EGSL ”), have obtained approval from (1) the Louisiana Public Service Commission (the “ LPSC ”) pursuant to In Re: Potential Business Combination of Entergy Louisiana, LLC and Entergy Gulf States Louisiana, L.L.C., Commission Order No. U-33244-A dated September 14, 2015 and (2) the Federal Energy Regulatory Commission (“ FERC ”) pursuant to that certain Order Authorizing Disposition of Jurisdictional Facilities, Entergy Louisiana, LLC, and Entergy Gulf States Louisiana, L.L.C., 151 FERC §62,018 (2015) an order dated April 3, 2015 in Docket No. EC15-47-000 to combine substantially all of the assets and liabilities of ELL and EGSL into a single public utility to be named Entergy Louisiana, LLC, pursuant to a series of actions (the “ Business Combination ”).

In order to effect the Business Combination as approved by the LPSC and FERC, (1) EGSL was converted from a Louisiana limited liability company to a Texas limited liability company named “Entergy Gulf States Louisiana, LLC”, (2) ELL will allocate substantially all of its assets to ELP which is a subsidiary of ELL, and ELP will assume substantially all of the liabilities of ELL, pursuant to a merger under the Texas Business Organizations Code (together with any successor statute, as amended from time to time, the “ Code ”) (“ ELL/ELP Merger ”), (3) EGS LLC will allocate substantially all of its assets to EGSP, and EGSP will assume substantially all of the liabilities of EGS LLC, pursuant to a merger under the Code (the “ EGS LLC/EGSP Merger ”), (4) ELL and EGS LLC will contribute (a) 100% of the membership interests of ELP and EGSP, respectively, and (b) 100% of the Units of Class B Common Membership Interests (as defined in the Fourth Amended and Restated Limited Liability Company Agreement of Entergy Holdings Company LLC, dated September 19, 2015 (the “ EHCL LLC Agreement ”)) of Entergy Holdings Company LLC, a Delaware limited liability company (“ EHCL ”), held by ELL and EGS LLC at the time of such contribution to LP&L LLC in exchange for Units of Common Membership Interests (as defined in the Amended and Restated Company Agreement of LP&L, LLC adopted on September 14, 2015 (the “ LP&L Company Agreement ”)) of LP&L LLC (the “ LP&L Contributions ”), (5) simultaneous with the LP&L Contributions, LP&L LLC will issue and sell Units of Series A Preferred Membership Interests (as defined in the LP&L Company Agreement).


C.	To further effect the Business Combination, following the transactions described above, EGSP will merge with and into ELP with ELP surviving such merger.


D.	As the final step in the Business Combinations, ELL will change its name to “EL Investment Company, LLC”, LP&L LLC will change its name to “Entergy Utility Holding Company, LLC”, and ELP will change its name to “Entergy Louisiana, LLC”.

As described above and as of the Effective Time (as hereinafter defined), Merging Entity and Surviving Entity will be wholly owned by LP&L LLC. Merging Entity, Surviving Entity, ELL (in its capacity as the sole member of the Surviving Entity as of the date hereof), EGS LLC (in its capacity as the sole member of the Merging Entity as of the date hereof), and LP&L LLC (in its capacity as the anticipated sole member of the Merging Entity and the Surviving Entity as of the Effective Time) desire to merge Merging Entity into Surviving Entity upon the terms and conditions of this Plan (the “ Merger ”).


F.	The Boards of Directors of EGSP and ELP have approved the Merger and this Plan and ELL, EGS LLC, and LP&L LLC have consented to the Merger and this Plan.


	NOW, THEREFORE, the parties agree as follows:

Agreements


1.	Merger


1.	Parties to Merger.

The parties to the Merger are Merging Entity and Surviving Entity.


2.	Surviving Entity.

Merging Entity will merge into Surviving Entity. Accordingly, Surviving Entity will be the only party to survive the Merger with the effect provided by this Plan and by the Code.


3.	Merger Treatment of Outstanding Membership Interests.


1.	Surviving Entity . The outstanding membership interests of Surviving Entity will remain outstanding and are not affected by the Merger.


2.	Merging Entity . The outstanding membership interests of Merging Entity will be cancelled without consideration.


4.	Conditions to Merger.

The obligations of the Surviving Entity and Merging Entity to effect the Merger shall be conditioned upon the consummation of the transactions contemplated in the LP&L Contributions.


5.	Board and Member Approvals.


1.	Surviving Entity . This Plan was duly approved by Surviving Entity’s Board of Directors, ELL (in its capacity as the sole member on the date of this Plan), and LP&L LLC (in its capacity as the anticipated sole member at the Effective Time) by a vote that equaled or exceeded the vote required by the Code and Surviving Entity’s governing documents.


2.	Merging Entity . This Plan was duly approved by Merging Entity’s Board of Directors, EGS LLC (in its capacity as the sole member on the date of this Plan), and LP&L LLC (in its capacity as the anticipated sole member at the Effective Time) by a vote that equaled or exceeded the vote required by the Code and Merging Entity’s governing documents.


6.	Certificate of Merger.

To satisfy the requirements of the Code, a Certificate of Merger will be signed by duly authorized officers of Merging Entity and Surviving Entity and delivered for filing with the Secretary of State of Texas (the “ Texas SOS ”) to become effective as of the Effective Time (as defined in Section 1.7) substantially in the form attached as Exhibit 1.6 .


7.	Effective Time.

Unless abandoned in accordance with Section 1.8, the Merger will be effective as specified in the Certificate of Merger (the “ Effective Time ”).


8.	Abandonment.

If the Board of Directors of EGSP or ELP decides to abandon the Merger or if the conditions set forth in Section 1.4 are not satisfied before the Effective Time, authorized officers of Merging Entity and/or the Surviving Entity will cause the appropriate statements and certificates of abandonment to be filed with the Texas SOS before the Effective Time consistent with the requirements of Sections 4.057, 10.201-10.202 of the Code.


2.	effect of merger


1.	Allocation of Rights, Assets and Liabilities to Surviving Entity.

At the Effective Time, the separate existence of Merging Entity will cease and consistent with Section 10.008 of the Code:

All assets, including the bank accounts listed on Schedule A (and all funds held in such accounts immediately prior to the Effective Time), real estate and other property (tangible and intangible, movable and immovable), owned, held, leased, and claimed by Merging Entity immediately prior to the Effective Time, whether located within the State of Louisiana or outside the State of Louisiana, shall be allocated to and vested in Surviving Entity without reversion or impairment, any further act or deed, or any transfer or assignment having occurred; and

all Liabilities (as hereinafter defined) of the Merging Entity including, without limitation, all Liabilities of EGSP for Decommissioning (as herein-after defined) and to store, maintain and dispose of nuclear material located at, in, on or under the Site (as herein-after defined), will be allocated to and assumed by Surviving Entity in the same manner as if Surviving Entity had itself incurred them.


2.	Texas Franchise Taxes.

To satisfy the requirements of Section 10.156(2) of the Code, Surviving Entity will be responsible for the timely payment of all fees and franchise taxes required by law to be paid by both the Merging Entity and the Surviving Entity for all periods prior to the Effective Time, and if such fees and franchise taxes have not been timely paid by either, Surviving Entity will be obligated to pay them. Surviving Entity will be responsible for payment of all fees and taxes as required by law to be paid by it from and after the Effective Time.


3.	Officers and Directors of Surviving Entity.

Following the Merger and implementation of this Plan, (a) those persons identified as Directors on the attached Exhibit A shall be the Directors (as that term is defined in the Company Agreement of ELP dated as of July 7, 2015) of the Surviving Entity and shall serve on the Board of Directors of the Surviving Entity until such time that new Directors are elected for the Surviving Entity, and (b) those persons identified as officers on the attached Exhibit B shall be the officers of the Surviving Entity and shall serve as officers of the Surviving Entity until such time that new officers are elected or appointed for the Surviving Entity.


3.	General Provisions


1.	Further Assurances.

If at any time after the Effective Time, Surviving Entity considers or is advised that any deeds, bills of sale, assignments or assurances or any other acts or things are necessary, desirable or proper (a) to vest, perfect or confirm, of record or otherwise, in Surviving Entity its right, title or interest in, to or under any of the rights, privileges, powers, franchises, properties or assets of Merging Entity, or (b) otherwise to carry out the purposes of this Plan, Surviving Entity and its proper officers and directors or their designees will be authorized to execute and deliver, in the name and on behalf of either of Merging Entity, all such deeds, bills of sale, assignments and assurances and to do, in the name and on behalf of Merging Entity, all such other acts and things as may be necessary, desirable or proper to vest, perfect or confirm Surviving Entity’s right, title or interest in, to or under any of the rights, privileges, powers, franchises, properties or assets of Merging Entity and otherwise to carry out the purposes of this Plan.


2.	Amendment.

This Plan may be modified or amended only by a duly authorized written instrument executed by the parties hereto prior to the Effective Time.


3.	Counterparts.

This Plan may be executed simultaneously in multiple counterparts, each of which will be deemed an original and all of which together will constitute but one and the same instrument. It will not be necessary for any single counterpart hereof to be executed by all parties hereto as long as at least one counterpart is executed by each party.


4.	Governing Law.

This Plan will be construed in accordance with the laws of the State of Texas.

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The next page of this document is S-1]

Executed to be effective as provided above:



Merging Entity:	Surviving Entity:
ENTERGY GULF STATES POWER, LLC	ENTERGY LOUISIANA POWER, LLC



By:/s/ Phillip R. May, Jr.	By: /s/ Phillip R. May, Jr.
Name: Phillip R. May, Jr.	Name: Phillip R. May, Jr.
Title: President and Chief Executive Officer	Title: President and Chief Executive Officer



ENTERGY GULF STATES LOUISIANA, LLC	ENTERGY LOUISIANA, LLC



By: /s/ Phillip R. May, Jr.	By: /s/ Phillip R. May, Jr.
Name: Phillip R. May, Jr.	Name: Phillip R. May, Jr.
Title: President and Chief Executive Officer	Title: President and Chief Executive Officer

LOUISIANA POWER & LIGHT COMPANY, LLC

By:/s/ Theodore H. Bunting, Jr.

Name: Theodore H. Bunting, Jr.

Title: President and Chief Executive Officer

SCHEDULE A

Bank accounts



Bank	Account Number	Account Name
Capital One, NA	812342231	Entergy Gulf States Louisiana, L.L.C.
Capital One, NA	882094464	Entergy Gulf States Louisiana, L.L.C.
Capital One, NA	542050357	Entergy Gulf States Louisiana, L.L.C.
Capital One, NA	671550595	Entergy Gulf States Power, LLC
JPMorgan Chase	644369811	Entergy Gulf States Louisiana, L.L.C.
Wells Fargo Bank, N.A.	80458301	Entergy Gulf States Louisiana, L.L.C. - (Isaac) Storm Reserve Escrow
Wells Fargo Bank, N.A.	48619300	Entergy Gulf States Louisiana, L.L.C. (MB) Storm Reserve Escrow
Wells Fargo Bank, N.A.	80458300	Entergy Gulf States Louisiana, L.L.C. - Storm Reserve Escrow

Bank Account Numbers are Confidential Exhibit 1.6

Form of Certificate of Merger

Exhibit A

Directors

Theodore H. Bunting, Jr.

Andrew S. Marsh

Phillip R. May, Jr.

Mark T. Savoff

Exhibit B

Officers



Phillip R. May, Jr.	Chairman of the Board, President and Chief Executive Officer
Theodore H. Bunting, Jr.	Group President, Utility Operations
Andrew S. Marsh	Executive Vice President and Chief Financial Officer
Marcus V. Brown	Executive Vice President and General Counsel
Jeffrey S. Forbes	Executive Vice President and Chief Nuclear Officer
Joseph T. Henderson	Senior Vice President and General Tax Counsel
Alyson M. Mount	Senior Vice President and Chief Accounting Officer
Steven C. McNeal	Vice President and Treasurer
Dennis P. Dawsey	Vice President, Customer Service
Kimberly Fontan	Vice President, Regulatory Affairs
John P. Hurstell	Vice President, System Planning
Jody Montelaro	Vice President, Public Affairs
Daniel T. Falstad	Secretary
Dawn A. Balash	Assistant Secretary
Stacey M. Lousteau	Assistant Treasurer
Mary Ann Valladares	Assistant Treasurer
Patricia A. Galbraith	Tax Officer
Rory L. Roberts	Tax Officer
Paul J. Wichers, Jr.	Tax Officer

Exhibit 3.1



Form 424 (Revised 05/11)	Certificate of Amendment	This space reserved for office use.
Submit in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 512 463-5555 FAX: 512/463-5709
Filing Fee: See instructions



Entity Information
The name of the filing entity is:
Entergy Louisiana, LLC
State the name of the entity as currently shown in the records of the secretary of state. If the amendment changes the name of the entity, state the old name and not the new name.
The filing entity is a: (Select the appropriate entity type below.)
For-profit Corporation		Professional Corporation
Nonprofit Corporation		Professional Limited Liability Company
Cooperative Association		Professional Association
X Limited Liability Company		Limited Partnership

The file number issued to the filing entity by the secretary of state is:			800591166
The date of formation of the entity is:	December 31, 2005


Amendments

1. Amended Name
(If the purpose of the certificate of amendment is to change the name of the entity, use the following statement)
The amendment changes the certificate of formation to change the article or provision that names the filing entity. The article or provision is amended to read as follows:
The name of the filing entity is: (state the new name of the entity below)
EL Investment Company, LLC
The name of the entity must contain an organizational designation or accepted abbreviation of such term, as applicable.

2. Amended Registered Agent/Registered Office

The amendment changes the certificate of formation to change the article or provision stating the name of the registered agent and the registered office address of the filing entity. The article or provision is amended to read as follows:



Registered Agent (Complete either A or B, but not both. Also complete C.)
A. The registered agent is an organization (cannot be entity named above) by the name of:

OR
B. The registered agent is an individual resident of the state whose name is:

First Name	M.I.	Last Name				Suffix
The person executing this instrument affirms that the person designated as the new registered agent has consented to serve as registered agent.
C. The business address of the registered agent and the registered office address is:

Street Address (No P.O. Box)			City	State	Zip Code

3. Other Added, Altered, or Deleted Provisions

Other changes or additions to the certificate of formation may be made in the space provided below. If the space provided is insufficient, incorporate the additional text by providing an attachment to this form. Please read the instructions to this form for further information on format.

Text Area (The attached addendum, if any, is incorporated herein by reference.)

Add each of the following provisions to the certificate of formation. The identification or reference of the added provision and the full text are as follows:

Alter each of the following provisions of the certificate of formation. The identification or reference of the altered provision and the full text of the provision as amended are as follows:

Delete each of the provisions identified below from the certificate of formation.

Statement of Approval

The amendments to the certificate of formation have been approved in the manner required by the Texas Business Organizations Code and by the governing documents of the entity.



Effectiveness of Filing (Select either A, B, or C.)

A. This document becomes effective when the document is filed by the secretary of state.
X B. This document becomes effective at a later date, which is not more than ninety (90) days from
the date of signing. The delayed effective date is:	October 1, 2015 at 2:01 p.m. Central Daylight Time
C. This document takes effect upon the occurrence of a future event or fact, other than the
passage of time. The 90 ^th day after the date of signing is:
The following event or fact will cause the document to take effect in the manner described below:

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized under the provisions of law governing the entity to execute the filing instrument.



Date:	September 28, 2015
By :		Entergy Louisiana, LLC
/s/ Theodore H. Bunting, Jr.
Signature of authorized person
Theodore H. Bunting, Jr.
Printed or typed name of authorized person (see instructions)

Exhibit 3.2

AMENDMENT NO. 1 TO THE

REGULATIONS OF

ENTERGY LOUISIANA, LLC

Pursuant to Section 11.7 of the Regulations of Entergy Louisiana, LLC (the “Company”), the Regulations are hereby amended as follows effective October 1, 2015 at 2:01 p.m. Central Daylight Time:

AMENDMENT


1.	The name of the Company is hereby changed from “Entergy Louisiana, LLC” to “EL Investment Company, LLC”. Accordingly, every instance of “Entergy Louisiana, LLC” in the Regulations is replaced with “EL Investment Company, LLC”.


2.	In all other respects, the Regulations shall remain as they were prior to this Amendment.

CERTIFICATE

I, Daniel T. Falstad, Secretary of Entergy Louisiana, LLC, hereby certify that the above is a true and accurate copy of the Amendment No. 1 to the Regulations of Entergy Louisiana, LLC adopted by unanimous written consent of the Board of Directors of the Company dated September 15, 2015.

/s/ Daniel T. Falstad

Daniel T. Falstad, Secretary

Exhibit 3.3



Form 205 (Revised 05/11)	Certificate of Formation Limited Liability Company	This space reserved for office use.
Submit in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 512 463-5555 FAX: 512 463-5709
Filing Fee: $300



Article 1 - Entity Name and Type
The filing entity being formed is a limited liability company. The name of the entity is:
Entergy Louisiana Power, LLC
The name must contain the words “limited liability company,” “limited company,” or an abbreviation of one of these phrases.

Article 2 - Registered Agent and Registered Office (See instructions. Select and complete either A or B and complete C.)
A. The initial registered agent is an organization (cannot be entity named above) by the name of:

OR
X B. The initial registered agent is an individual resident of the state whose name is set forth below:
Thomas	G.		Wagner
First Name	M.I.		Last Name			Suffix
C. The business address of the registered agent and the registered office address is:
2001 Timberloch Place, 2 ^nd Floor		The Woodlands		TX	77380
Street Address		City		State	Zip Code
Article 3-Governing Authority (Select and complete either A or B and provide the name and address of each governing person.)

X A. The limited liability company will have managers. The name and address of each initial manager are set forth below.
B. The limited liability company will not have managers. The company will be governed by its members, and the name and address of each initial member are set forth below.



Governing Person 1
NAME (Enter the name of either an individual or an organization, but not both.)
	if Individual
	Theodore	H.		Bunting				Jr.
	First Name	M.I.		Last Name				Suffix
	OR
	If Organization

	Organization Name
ADDRESS
639 Loyola Avenue, 28th Floor			New Orleans		LA	USA	70113
Street or Mailing Address			City		State	Country	Zip Code



Governing Person 2
NAME (Enter the name of either an individual or an organization, but not both.)
	if Individual
	Andrew	S.		Marsh
	First Name	M.I.		Last Name				Suffix
	OR
	If Organization

	Organization Name
ADDRESS
639 Loyola Avenue, 28th Floor			New Orleans		LA	USA	70113
Street or Mailing Address			City		State	Country	Zip Code



Governing Person 3
NAME (Enter the name of either an individual or an organization, but not both.)
	if Individual
	See Supplemental Provisions for additional Managers.
	First Name	M.I.		Last Name				Suffix
	OR
	If Organization

	Organization Name
ADDRESS

Street or Mailing Address			City		State	Country	Zip Code

Article 4 - Purpose

The purpose for which the company is formed is for the transaction of any and all lawful purposes for which a limited liability company may be organized under the Texas Business Organizations Code.

Supplemental Provisions/Information

Text Area: [The attached addendum, if any, is incorporated herein by reference.]

The following additional Managers shall be included in Article 3:

Phillip R. May, Jr.

4809 Jefferson Highway

Jefferson, Louisiana 70121

Mark T. Savoff

639 Loyola Avenue

28th Floor

New Orleans, Louisiana 70113-3125



Organizer

The name and address of the organizer:
Daniel T. Falstad
Name
639 Loyola Avenue, 26 ^th Floor	New Orleans	LA	70113
Street or Mailing Address	City	State	Zip Code




Effectiveness of Filing (Select either A, B, or C.)

X A. This document becomes effective when the document is filed by the secretary of state.
B. This document becomes effective at a later date, which is not more than ninety (90) days from
the date of signing. The delayed effective date is:
C. This document takes effect upon the occurrence of the future event or fact, other than the
passage of time. The 90 ^th day after the date of signing is:		_________________
The following event or fact will cause the document to take effect in the manner described below:



Execution

The undersigned affirms that the person designated as registered agent has consented to the appointment. The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized to execute the filing instrument.

Date:	July 7, 2015
/s/ Daniel T. Falstad
Signature of organizer
Daniel T. Falstad
Printed or typed name of organizer



Form 424 (Revised 05/11)	Certificate of Amendment	This space reserved for office use.
Submit in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 512 463-5555 FAX: 512/463-5709
Filing Fee: See instructions



Entity Information
The name of the filing entity is:
Entergy Louisiana Power, LLC
State the name of the entity as currently shown in the records of the secretary of state. If the amendment changes the name of the entity, state the old name and not the new name.
The filing entity is a: (Select the appropriate entity type below.)
For-profit Corporation		Professional Corporation
Nonprofit Corporation		Professional Limited Liability Company
Cooperative Association		Professional Association
X Limited Liability Company		Limited Partnership

The file number issued to the filing entity by the secretary of state is:			802248567
The date of formation of the entity is:	July 7, 2015


Amendments

1. Amended Name
(If the purpose of the certificate of amendment is to change the name of the entity, use the following statement)
The amendment changes the certificate of formation to change the article or provision that names the filing entity. The article or provision is amended to read as follows:
The name of the filing entity is: (state the new name of the entity below)
Entergy Louisiana, LLC
The name of the entity must contain an organizational designation or accepted abbreviation of such term, as applicable.

2. Amended Registered Agent/Registered Office



Registered Agent (Complete either A or B, but not both. Also complete C.)
A. The registered agent is an organization (cannot be entity named above) by the name of:

OR
B. The registered agent is an individual resident of the state whose name is:

First Name	M.I.	Last Name				Suffix
The person executing this instrument affirms that the person designated as the new registered agent has consented to serve as registered agent.
C. The business address of the registered agent and the registered office address is:

Street Address (No P.O. Box)			City	State	Zip Code

3. Other Added, Altered, or Deleted Provisions

Text Area (The attached addendum, if any, is incorporated herein by reference.)

Add each of the following provisions to the certificate of formation. The identification or reference of the added provision and the full text are as follows:

Alter each of the following provisions of the certificate of formation. The identification or reference of the altered provision and the full text of the provision as amended are as follows:

Delete each of the provisions identified below from the certificate of formation.

Statement of Approval

The amendments to the certificate of formation have been approved in the manner required by the Texas Business Organizations Code and by the governing documents of the entity.



Effectiveness of Filing (Select either A, B, or C.)

A. This document becomes effective when the document is filed by the secretary of state.
X B. This document becomes effective at a later date, which is not more than ninety (90) days from
the date of signing. The delayed effective date is:	October 1, 2015 at 2:02 p.m. Central Daylight Time
C. This document takes effect upon the occurrence of a future event or fact, other than the
passage of time. The 90 ^th day after the date of signing is:
The following event or fact will cause the document to take effect in the manner described below:

Execution



Date:	September 28, 2015
By :		Entergy Louisiana Power, LLC
/s/ Phillip R. May, Jr.
Signature of authorized person
Phillip R. May, Jr.
Printed or typed name of authorized person (see instructions)

Exhibit 3.4

COMPANY AGREEMENT OF

ENTERGY LOUISIANA POWER, LLC

A TEXAS LIMITED LIABILITY COMPANY

EFFECTIVE as of July 7, 2015

COMPANY AGREEMENT OF

ENTERGY LOUISIANA POWER, LLC

A TEXAS LIMITED LIABILITY COMPANY

This Company Agreement of ENTERGY LOUISIANA POWER, LLC (the “ Agreement ”) is executed as of July 7, 2015 to be effective as of the date and at such time on which the Certificate of Formation is filed with and accepted by the Texas Secretary of State (the “ Effective Date ”) among the Board of Directors and the Persons listed on Exhibit A as the Members for the purpose of organizing a Texas limited liability company on the terms and conditions set forth in the Certificate of Formation and in this Agreement.


1.	DEFINITIONS

Subject to additional definitions contained in subsequent Articles of this Agreement which are applicable to specific Articles or Sections thereof, capitalized terms used in this Agreement have the meanings set forth below:


1.	“Act” means the Texas Business Organizations Code, and any successor statute, as amended from time to time.


2.	“Agreement” means this company agreement, as amended from time to time.


3.	“Certificate of Formation” means the Certificate of Formation filed with the Secretary of State of the State of Texas pursuant to Section 3.005 of the Act, as amended and restated from time to time.


4.	“Code” means the Internal Revenue Code of 1986 and any successor statute, as amended from time to time.


5.	“Company” means the limited liability company formed under the Act pursuant to the Certificate of Formation and this Agreement.


6.	“Delegate” shall have the meaning given to that term in Section 10.1 hereof.


7.	“Director” means each Person designated or elected from time to time in accordance with this Agreement as a director of the Company. A Director shall be considered to be a “manager” of the Company as that term is used in the Act.


8.	“Majority in Interest of the Members” at any time means Members holding Units entitled to vote on the matter in question whose voting rights have not been suspended or terminated and whose aggregate percentage ownership of Units exceed 50%.


9.	“Members” means those Persons listed on Exhibit A attached hereto and made a part hereof and such other Persons as may become Members from time to time in accordance with this Agreement.


10.	“ Person ” or “ person ” means any individual, partnership, corporation, trust, governmental unit, or other entity.


11.	“Regulations” means the Income Tax Regulations, including Temporary Regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).


12.	“Units” shall have the meaning given to that term in Section 3.1.


2.	ORGANIZATION


1.	Formation.

The parties to the Agreement hereby form a limited liability company to be governed by the Certificate of Formation, by this Agreement, and by the Act.


2.	Name.

The name of the Company shall be Entergy Louisiana Power, LLC; provided, however, that (a) the Company’s business may be conducted under one or more assumed names deemed advisable

by the Board of Directors, and (b) the Board of Directors in their sole discretion may change the name of the Company at any time and from time to time.


3.	Principal Place of Business.

The principal place of business of the Company shall be at 4809 Jefferson Highway, Jefferson, Louisiana 70121 or at such location within or without the State of Louisiana as may be determined by the Board of Directors.


4.	Term.

The term of the Company shall commence when the Certificate of Formation is filed with and accepted by the Texas Secretary of State and shall continue until the Company is terminated under Article 13 of this Agreement.


5.	Purposes.

The Company is organized for the transaction of any and all lawful purposes for which a limited liability company may be organized under the Act.


6.	Independent Activities of Directors, Members and Officers.

Except as otherwise agreed in writing or as arising out of an employment or other relationship outside of this Agreement, the Members, directly or through their respective affiliates, Directors and Officers (as defined below) may, notwithstanding this Agreement, engage in whatever activities they choose, whether or not those activities are competitive with those of the Company, without having or incurring any obligation to offer any interest in such activities to the Company or any Member.


7.	Contracts or Transactions Involving Interested Governing Persons or Officers.

Without limitation of any other law or principle that validates interested party transactions, a contract or transaction between the Company and a Person described in Section 101.255 of the Act is presumed fair to the Company when authorized, approved or ratified by the Board of Directors or a responsible Officer if such contract or transaction (a) has been authorized or approved by, or is subject to the authorization or approval of, the Federal Energy Regulatory Commission (“ FERC ”), the Louisiana Public Service Commission, any other retail regulator or commission with jurisdiction over the Company, such Person, the contract or transaction (each a “ Governmental Authority ”), (b) is pursuant to or in compliance with any order of a Governmental Authority, or (c) is pursuant to a FERC-approved tariff such as the Entergy System Agreement or the tariff of the Midcontinent Independent System Operator, Inc. regional transmission organization. The fact that any Governmental Authority shall subsequently deny recovery of any cost or expense under or related to any such contract or transaction in the Company’s rates or determine that such cost or expense was not prudently incurred shall not alter the presumption that such contract or transaction was fair to the Company when authorized, approved or ratified.


8.	Statutory Requirements.

The Company’s organizer has caused the Certificate of Formation to be executed and filed with the Secretary of State of the State of Texas. The Board of Directors may file a Certificate of Amendment to the original Certificate of Formation and any other certificates of amendment as may be authorized by a vote of a Majority in Interest of the Members.


3.	CAPITAL


1.	Units.

Membership interests in the Company shall be designated as Units (“ Units ”). There shall be one class of Units referred to as Common Units. The Company is authorized to issue a total of one thousand (1,000) Common Units. The Company may issue to its Members a certificate representing the Units owned by each Member. Such certificate shall be signed on behalf of the Company by the President or a Vice President of the Company and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Company, certifying the number of Units owned by each Member. The certificates shall be consecutively numbered and shall be entered in the books of the Company or the records of a registrar or transfer agent, if the Company elects to retain the services of a registrar or transfer agent, as they are issued. If any Officer of the Company shall have ceased to be such Officer before such certificate is issued, it may be issued by the Company with the same effect as if he or she were such Officer at the date of issue.

Each Unit and the related membership interest will constitute a “security” within the meaning of, and governed by, Article 8 of the Uniform Commercial Code (including Section 8.103 thereof) as in effect from time to time in the State of Texas. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the Uniform Commercial Code as in effect in the State of Texas (the “ UCC ”), such provision of Article 8 of the UCC shall control.

The Board of Directors or any Officer authorized by the Board of Directors for such purposes may direct a new certificate to be issued in place of any certificate theretofore issued by the Company alleged to have been lost, stolen, or destroyed upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen, or destroyed. When authorizing such issue of a new certificate, the Board of Directors or such authorized Officer may, in his or her discretion and as a condition precedent to the issuance thereof, prescribe such terms and conditions as they, he or she deems expedient and may require such indemnities as he or she deems adequate to protect the Company from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

Units shall be transferable only on the books of the Company by the holder thereof in person or by his or her duly authorized attorney. Upon surrender to the Company or the transfer agent of the Company of a certificate for Units duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, a new certificate shall be issued to the person entitled thereto and the old certificate cancelled and the transaction recorded upon the books of the Company.


2.	Registered Holders as Owners.

The Company may regard the person in whose name any Units issued by the Company are registered in the transfer records of the Company at any particular time as the owner of those Units at that time for purposes of voting those Units, receiving distributions thereon or notices in respect thereof, transferring those Units, exercising rights relating thereto, or giving proxies with respect to those Units; and


2.	Neither the Company nor any of its Officers, Directors, employees, or agents shall be liable for regarding that person as the owner of those Units at that time for those purposes, regardless of whether that person possesses a certificate for those Units.


3.	Record Dates.

For the purpose of determining Members entitled to notice of or to vote at any meeting of Members or any adjournment thereof, or entitled to receive a distribution by the Company, or in order to make a determination of Members for any other purpose (other than determining Members entitled to consent to action by Members proposed to be taken without a meeting of Members), the Board

of Directors may provide that the transfer records shall be closed for a stated period but not to exceed, in any case, sixty (60) days. If the transfer records shall be closed for the purpose of determining Members entitled to notice of or to vote at a meeting of Members, such records shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the transfer records, the Board of Directors may fix in advance a date as the record date for any such determination of Members, such date in any case to be not more than sixty (60) days and, in the case of a meeting of Members, not less than ten (10) days, prior to the date on which the particular action requiring such determination of Members is to be taken. With respect to any record date, the record ownership of Units as of such date shall be determined as of the opening of business on such date. If the transfer records are not closed and no record date is fixed for the determination of Members entitled to notice of or to vote at a meeting of Members, or Members entitled to receive a distribution, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such distribution is adopted, as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Section, such determination shall apply to any adjournment thereof except where the determination has been made through the closing of the transfer records and the stated period of closing has expired.

Whenever action by Members is proposed to be taken by consent in writing without a meeting of Members, the Board of Directors may fix a record date for the purpose of determining Members entitled to consent to that action, which shall not precede, and shall not be more than ten (10) days after, the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors and prior action of the Board of Directors is not required by the Act, the record date for determining Members entitled to consent to action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company by delivery to its registered office, registered agent, principal place of business, an Officer or agent having custody of the books in which proceedings of meetings of Members are recorded, or any transfer agent, registrar, or exchange agent, if applicable. Delivery shall be by hand or by certified or registered mail, return receipt requested. Delivery to the Company’s principal place of business shall be addressed to the Secretary or principal executive officer of the Company. If no record date shall have been fixed by the Board of Directors and prior action of the Board of Directors is required by the Act, the record date for determining Members entitled to consent to action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts a resolution taking such prior action.


4.	Capital Contributions, Units, Ownership Percentage.

The total capital contributions, number of Units owned by each, and ownership percentage of the Members, are as set forth in Exhibit A hereto.


5.	Additional Contributions; Acquisition of Additional Units.

The Members are not required to make any additional capital contribution to the Company. The Members may acquire additional Units in the Company upon the payment to the Company of the subscription price for the Units acquired by the Member, as established from time to time by the Board of Directors.


6.	Liability of Members.

The Members shall not be liable for any debt, obligation, or liability of the Company, including a debt, obligation, a liability under a judgment, decree or order of a court.

Except as otherwise expressly agreed in writing, no Member in its capacity as such shall have any fiduciary duty of any kind toward the Company or any other Member. No measure of control over the Company’s business, and no special knowledge, held by a Member will impose on that Member in its capacity as such any fiduciary duty of any kind toward the Company or any other Member. Except as otherwise expressly agreed in writing, no arrangement or relationship between a Member and the Company or between that Member and another Member will create for any other Member in its capacity as such a fiduciary duty toward the Member having such an arrangement or relationship.


7.	No Preemptive Rights.

Except as otherwise provided in this Agreement, no Member shall have any preemptive, preferential, or other right with respect to the issuance or sale of Units that may be issued or sold by the Company.


4.	ALLOCATION OF INCOME, GAINS, AND LOSSES

The Company shall initially be a disregarded entity for federal tax purposes and all items of income, gain, loss and deduction shall be allocated to its sole member.


5.	election related to tax status.


1.	Election to Change Tax Status.

The Company shall initially be a disregarded entity for federal tax purposes, provided however that the Members will have the power to subsequently make an election for the Company to be classified as an association to be taxed as a corporation for income tax purposes in accordance with the provisions of Income Tax Regulation § 301.7701-3(c) and the provisions of Regulation § 301.7701-3(g), as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations). Any action to make any such election shall require the unanimous consent of the Members.


6.	COMPANY PROPERTY


1.	Company Property.

Property, whether real, personal or mixed and whether tangible or intangible, owned or purchased by the Company shall be held and owned, and conveyance shall be made, in the name of the Company.


7.	DISTRIBUTIONS


1.	In General.

Distributions shall be made to the Members from time to time as the Board of Directors may determine in their discretion in direct proportion to each Member’s ownership of Units. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of its interest in the Company if such distribution would violate Section 101.206 of the Act.


2.	Distributions on Termination of the Company.

Distributions on termination of the Company shall be made in accordance with Section 13.2.


3.	Incorrect Payments.

To the extent any payment made to a Member is incorrectly paid, as determined by the Company’s financial statements, any Member who receives more than should have been paid to such Member shall promptly repay to the Company the amount of any such incorrect payment, and any such repaid amounts shall be applied, retained, or redistributed pursuant to the Agreement or as determined by the Board of Directors.


4.	Other Matters.

The Board of Directors or any Officer authorized by the Board of Directors for such purposes may compromise or release any obligation of a Member (or a Member’s legal representative or successor) to make a contribution to the Company, to otherwise pay cash or transfer property to the Company, or to return cash or property paid or distributed by the Company to the Member in violation of the Act, the Certificate of Formation, or this Agreement.


5.	Amounts Withheld.

All amounts withheld pursuant to the Code or any provision of any state or local tax law with respect to any payment or distribution to any Member shall be treated as amounts distributed to that Member pursuant to this Article 7 for all purposes under this Agreement. The Board of Directors may allocate any such amounts among the Members in any manner that is in accordance with applicable law.


8.	ACCOUNTING AND TAX MATTERS


1.	Fiscal Year.

The fiscal year of the Company shall be the fiscal year selected by the Board of Directors.


2.	Method of Accounting.

The books of the Company, for both tax and financial reporting purposes, shall be kept on the method of accounting selected by the Board of Directors.


3.	Tax Returns.

The Board of Directors shall cause Company tax returns to be prepared and filed with appropriate authorities on a timely basis.


9.	BOARD OF DIRECTORS; Officers


1.	Powers.

Except and to the extent that the Act, the Certificate of Formation, or this Agreement shall reserve the same to the Members in whole or in part or otherwise restrict the powers of the Board of Directors, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Directors who shall comprise the Board of Directors of the Company. If there are two or more Directors, any action of the Board of Directors shall be taken by the vote of a majority of the Directors then serving and present at a meeting at which a quorum is present (unless another percentage is required by the Act, the Certificate of Formation, or this Agreement), each such Director having one vote. The Directors shall not be agents of the Company for the purpose of its business pursuant to Section 101.254 of the Act, and shall not individually have the authority to act for the Company or otherwise bind the Company.


2.	Restriction of Powers.

The Board of Directors shall have no authority to merge or dissolve the Company, liquidate it, or dispose of substantially all of its property without the unanimous approval of the Members.


3.	Number; Qualifications.

The Board of Directors of the Company shall consist of one or more Persons. The number of Persons serving as Directors on the Board of Directors shall be fixed from time to time by written consent of a Majority in Interest of the Members. The initial number of Directors shall be four and are listed on Schedule B attached hereto. No decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director. Directors need not be residents of the State of Texas nor Members of the Company. Schedule B attached hereto shall be amended from time to time by the Board of Directors to reflect the current Directors, and any such amendment to the information contained therein made in accordance with the provisions of this Section 9.3 shall not constitute an amendment of this Agreement. Each Director elected, designated or appointed by the Members shall hold office until his or her successor is elected and qualified or until such Director’s earlier death, resignation or removal.


4.	Election and Removal.

The Persons serving as Directors on the Board of Directors shall be elected and removed from time to time, with or without cause, by a Majority in Interest of the Members. Any vacancy occurring in the Board of Directors other than as a result of the removal of a Director by the Members may be filled by a majority vote of the remaining Directors even if the number of remaining Directors does not constitute a quorum.


5.	Extent of Directors’ Obligations.

The Directors shall devote to the Company such time as may be necessary for the proper performance of all Director duties hereunder, but the Directors shall not be required to devote themselves full time to the performance of such duties unless required to do so by another agreement.


6.	Liability of Directors.

The Directors shall not be liable for any debt, obligation, or liability of the Company, including a debt, obligation, a liability under a judgment, decree or order of a court.


7.	Duties of Directors.

Except as provided in this Agreement, the Directors shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the Act in exercising their rights and performing their duties under this Agreement.


8.	Advisory Directors.

The Board of Directors may appoint one or more Advisory Directors of the Company. Advisory Directors may be called upon individually or as a group by the Board of Directors or Officers of the Company to give advice and counsel to the Company, Directors and Officers. The Advisory Directors shall not be Directors for purposes of this Agreement or “managers” for purposes of the Act and shall have no authority to act, to enter into any contract, to incur any liability or make any representation or warranties on behalf of the Company. The Directors shall have no obligation to consult with or seek any advice of the Advisory Directors with respect to any action taken by the Board of Directors for such action to be valid. Advisory Directors shall receive from the Company such remuneration as shall be fixed by the Board of Directors. Terms of the Advisory Directors shall expire on the day of the Annual Meeting of the Company, provided, however, that Advisory Directors shall serve at the pleasure of the Board of Directors and may be removed at any time with or without cause by a vote of the Board of Directors. For purposes of Article 10 hereof (Indemnification), the Board of Directors may authorize that the Advisory Directors of the Company may enjoy the same rights and privileges as Directors of the Company. The Company

may require any Advisory Director to enter into an agreement with respect to its duties and obligations from time to time as a condition of their appointment. The Board may take action to more particularly describe the duties and roles of the Advisory Directors by adopting a charter for an advisory board of directors so long as such charter is not inconsistent with the Act or this Section 9.8.


9.	Officers.

General . The Board of Directors may select natural persons to be designated as officers of the Company (“ Officers ”), with such titles as the Board of Directors shall determine in its sole discretion. Any number of offices may be held by the same person. The Officers shall hold office until their successors are chosen and qualify. The initial Officers are listed on Schedule C attached hereto. Schedule C attached hereto shall be amended from time to time by the Board of Directors to reflect the current Officers, and any such amendment to the information contained therein made in accordance with the provisions of this Section shall not constitute an amendment of this Agreement. Officers and agents shall have such authority and perform such duties in the management of the Company as may be provided by the Act or this Agreement or as shall be determined from time to time by resolution of the Board of Directors not inconsistent with this Agreement.

The duties and authorities of the following Officers shall be as set forth below:


(a)	Chair of the Board . The Chair of the Board shall preside at all meetings of the Board of Directors and shall have such other powers and duties as may from time to time be prescribed by the Board of Directors upon written directions given to him or her pursuant to resolutions duly adopted by the Board of Directors.


(b)	The Chief Executive Officer . The Chief Executive Officer or, if no Chief Executive Officer is elected, the President, subject to the direction of the Board of Directors, shall have direct charge of and general supervision over the day-to-day business and affairs of the Company.

(c)

The President . The President shall perform all duties incident to the office of president of a corporation organized under the Act and such other duties as from time to time may be assigned to him or her by the Board of Directors or the Chief Executive Officer. In the absence of a Chief Executive Officer, the President shall be the chief executive officer of the Company, shall have general and active management of the business and affairs of the Company, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He or she shall preside at all meetings of the Members and at all meetings of the Board of Directors in the absence or disability of the Chair of the Board. The President shall have authority to sign and deliver in the name of the Company any deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the Company, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by this Agreement or the Board of Directors to some other person.


(d)	Vice Presidents . Each Vice President shall have such powers and shall perform such duties incident to the offices of a vice president of a corporation organized under the Act and such other duties from time to time as may be

conferred upon or assigned to him or her by the Board of Directors or as may be delegated to him or her by the Chief Executive Officer or the President.

(e)

Secretary . The Secretary shall attend all meetings of the Members and all meetings of the Board of Directors and record all the proceedings of the meetings of the Members and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for any standing committees of the Board of Directors when required. The Secretary shall cause notices of all meetings of the Members and the Board of Directors to be given in accordance with this Agreement, shall be custodian of the records and the seal, if any, of the Company, and shall cause the Company seal, if any, to be affixed to all documents the execution of which under seal is duly authorized, and when the Company seal is so affixed, may attest to the same. The Secretary shall perform such other duties as are incident to the office of secretary of a corporation organized under the Act or as may be prescribed by the Board of Directors or the President, under whose supervision the Secretary shall be. The Board of Directors may appoint one or more Assistant Secretaries to perform the duties of the Secretary.

(f)

Treasurer . The Treasurer shall have charge and custody of, and be responsible for, all funds, securities, receipts and disbursements of the Company and shall deposit or cause to be deposited all moneys and other valuable effects in the name and to the credit of the Company in such banks, trust companies or other depositories as shall, from time to time, be designated by the Board of Directors or by the Treasurer if so authorized by the Board of Directors. The Treasurer: (A) may endorse for collection on behalf of the Company checks, notes and other obligations, (B) may sign receipts and vouchers for payments made to the Company, (C) may, singly or jointly with another person as may be authorized by the Board of Directors, sign checks on the Company’s accounts and pay out and disburse the funds of the Company under the direction of the Board of Directors, taking proper vouchers for such disbursements, and (D) shall render or cause to be rendered to the Chief Executive Officer, the President and the Board of Directors, whenever requested, an account of all of the Treasurer’s transactions and of the financial condition of the Company. The Treasurer shall perform such other duties as are incident to the office of treasurer of a corporation organized under the Act or as may be assigned from time to time by the Chief Executive Officer, the President or the Board of Directors. The Board of Directors may appoint one or more Assistant Treasurers to perform the duties of the Treasurer.


(g)	Tax Officers . One or more Tax Officers shall have the authority to communicate with the Internal Revenue Service and with state and local tax authorities, may sign tax returns, shall pay or cause to be paid taxes and shall have the authority to settle tax liabilities in the name or on behalf of the Company.

Officers as Agents; Delegation . The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Board of Directors not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business, and the actions of the Officers taken in accordance with such powers shall bind the Company. The Board of Directors may from time to time delegate additional authorities and responsibilities to one or more officers and agents.


3.	Duties of Officers . Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care similar to that of officers of business corporations organized under the Act.


4.	Liability of Officers . The Officers shall not be liable for any debt, obligation, or liability of the Company, including a debt, obligation, a liability under a judgment, decree or order of a court.


10.	INDEMNIFICATION


1.	Power to Indemnify in Actions, Suits or Proceedings other than those by or in the Right of the Company.

Subject to Section 10.3 of this Article 10, the Company shall indemnify any person who was or is a party or is threatened to be made a party to or witness or other participant in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (other than an action by or in the right of the Company) by reason of the fact that he or she is or was a Director or Officer of the Company, or is or was a Director or Officer of the Company serving at the request of the Company as a director, officer, manager, partner, venturer, proprietor, trustee, employee or agent or similar functionary of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (hereinafter referred to as a “ Delegate ”), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement that are reasonable and actually incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed (i) in the case of conduct in his or her official capacity, to be in the Company’s best interest and (ii) in all other cases was not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed (i) in the case of conduct in his or her official capacity, to be in the Company’s best interest and (ii) in all other cases was not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

In the event that a person is found liable to the Company or is found liable on the basis that personal benefit was improperly received by such person, the indemnification (i) is limited to reasonable expenses actually incurred by the person in connection with the proceeding (ii) shall not include a judgment, penalty, fine, or any excise or similar tax, including excise tax assessed against the person with respect to an employee benefit plan, and (iii) shall not be made (even as to expenses) in respect of any proceeding in which the person shall have been found liable for willful or intentional misconduct in the performance of his or her duty to the Company, for breach of his or her duty of loyalty owed to the Company, or for an act or omission not committed in good faith that constitutes a breach of a duty owed by him or her to the Company.


2.	Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Company.

Subject to Section 10.3 hereof and to the maximum extent permitted by law, the Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that he or she is or was a Director or Officer of the Company or a Delegate against reasonable expenses (including attorneys’ fees) actually incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed (i) in the case of conduct in his or her official

capacity, to be in the Company’s best interest and (ii) in all other cases was not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.


3.	Authorization of Indemnification.

Any indemnification of a Director or Officer under this Article 10 (unless ordered by a court) shall be made by the Company upon a determination that indemnification of the Director or Officer is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 10.1 or Section 10.2 of this Article 10, as the case may be and with respect to expenses, the amount of expenses other than a judgment is reasonable. Such determination shall be made (i) by the Board of Directors by a majority vote of those Directors who at the time of the vote are disinterested and independent regardless of whether such directors constitute a quorum, or (ii) by majority vote of a committee of the Directors duly designated by a majority vote of the directors who at the time of the vote are disinterested and independent, regardless of whether the Directors who are disinterested and independent constitute a quorum and consisting solely of one or more Directors who are disinterested and independent, or (iii) by special legal counsel selected by the Directors or a committee by vote in accordance with (i) or (ii) above in a written opinion, or (iv) by the Members of the Company in a vote that excludes the Units held by each Director who is not disinterested and independent; or (vi) by a unanimous vote of the Members. To the extent, however, that current or former Director or Officer of the Company or Delegate has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he or she shall be indemnified against reasonable expenses (including attorneys’ fees) actually incurred by him or her in connection therewith, without the necessity of authorization in the specific case.

Any indemnification under this Article 10 shall be made promptly and, in any event, to the extent practicable, within sixty days of receipt by the Company of the written request of the person to be indemnified.


4.	Good Faith Defined.

For purposes of any determination under Section 10.3 of this Article 10, a person shall be deemed to have acted in good faith and in a manner he or she reasonably believed (i) in the case of conduct in his or her official capacity, to be in the Company’s best interest and (ii) in all other cases was not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his or her conduct was unlawful, if his or her action is based on the records or books of account of the Company or another enterprise, or on information supplied to him or her by the Officers of the Company or the officers of another enterprise in the course of their duties, or on the advice of legal counsel for the Company or another enterprise or on information or records given or reports made to the Company or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or another enterprise. The term “another enterprise” as used in this Section 10.4 shall mean any other limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Company as a director, officer, manager, partner, venturer, proprietor, trustee,

employee or agent or similar functionary. The provisions of this Section 10.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 10.1 or 10.2 of this Article 10, as the case may be.


5.	Indemnification by a Court.

Notwithstanding any contrary determination in the specific case under Section 10.3 of this Article 10 and notwithstanding the absence of any determination thereunder, any current or former Director or Officer or Delegate may apply to any court of competent jurisdiction in the State of Texas for indemnification to the extent otherwise permissible under Sections 10.1 and 10.2 of this Article 10. Such court may order indemnification to the extent the court determines that such person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances. Notice of any application for indemnification pursuant to this Section 10.5 shall be given to the Company promptly upon the filing of such application. If such application is successful, in whole or in part, the Director or Officer or Delegate seeking indemnification shall also be entitled to be paid the expense of securing the indemnification. Indemnification ordered by a court may be limited to the extent provided in Section 8.052 of the Act.


6.	Expenses Payable in Advance.

Expenses incurred by a present Director or Officer or Delegate in defending or investigating a threatened or pending action, suit or proceeding described above shall be paid by the Company in advance of the final disposition of such action, suit or proceeding without making the determinations required under Section 10.3 hereof within fourteen days after receipt by the Company of a written statement from such Director or Officer or Delegate requesting such an advancement, together with a written affirmation by the person of the person’s good faith belief that the person has met the standard of conduct necessary for indemnification under Section 10.3 hereof in addition to an undertaking, if required by law at the time of such advance, by or on behalf of such Director or Officer or Delegate to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company as authorized in this Article 10 or otherwise prohibited from being indemnified.


7.	Nonexclusivity of Indemnification and Advancement of Expenses.

The indemnification and advancement of expenses provided by or granted pursuant to this Article 10 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any governing document, agreement, contract, vote of members or disinterested Directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action taken (or omitted to be taken) in his or her official capacity and as to action taken (or omitted to be taken) in another capacity while holding such office, it being the policy of the Company that indemnification of the persons specified in Sections 10.1 and 10.2 of this Article 10 shall be made to the fullest extent permitted by law. The provisions of this Article 10 shall not be deemed to prelude the indemnification of any person who is not specified in Sections 10.1 or 10.2 of this Article 10 but whom the Company has the power or obligation to indemnify under the provisions of the Act, or otherwise.


8.	Insurance.

The Company may maintain insurance, at its expense, to protect itself and any Director, Officer, employee or agent of the Company or a Delegate against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the Act or the provisions of this Article 10. The Company may also obtain a letter of credit, act as self-insurer, create a reserve, trust, escrow, cash collateral or other fund or account,

enter into indemnification agreements, pledge or grant a security interest in any assets or properties of the Company, or use any other mechanism or arrangement whatsoever in such amounts, at such costs, and upon such other terms and conditions as the Board of Directors shall deem appropriate for the protection of any or all such persons.


9.	Certain Definitions.

For purposes of this Article 10, references to “the Company” shall include, in addition to the resulting company, any constituent company or corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, managers, and officers, so that any person who is or was a director or officer of such constituent entity, or is or was a director, manager, or officer of such constituent entity serving at the request of such constituent entity as a director, officer, manager, partner, venturer, proprietor, trustee, employee or agent or similar functionary of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article 10 with respect to the resulting or surviving entity as he or she would have with respect to such constituent entity if its separate existence had continued. For purposes of this Article 10, references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a Director or Officer of the Company which imposes duties on, or involves services by, such Director or Officer with respect to an employee benefit plan, its participants or beneficiaries; a person who acted in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Article 10; and an action taken or omitted by a Delegate for a purpose reasonably believe by the person to be in the interest of the other enterprise or its owners or members is for a purpose that is “not opposed to the best interest of the enterprise” as referred to in this Article 10.


10.	Survival of Indemnification and Advancement of Expenses.

The indemnification and advancement of expenses provided by, or granted pursuant to, this Article 10 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Director or Officer and shall inure to the benefit of the heirs, executors and administrators of such a person.


11.	Limitation on Indemnification.

Notwithstanding anything contained in this Article to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 10.5 hereof), the Company shall not be obligated to indemnify any Director or Officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized by the Board of Directors of the Company.


12.	Indemnification of Advisory Directors, Employees and Agents.

The Company may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to Directors, Advisory Directors, Officers, employees and agents of the Company or of its wholly or partially owned, direct or indirect affiliated or subsidiary companies similar to those conferred in this Article 10 to Directors and Officers of the Company.


13.	Repeal or Modification.

All rights to indemnification and to advancement of expenses under this Article 10 shall be deemed to be a contract between the Company and each Director and Officer who serves or has served in any such capacity, and each other person as to whom the Company has agreed to grant indemnity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Act or any other applicable law shall not in any way diminish any right to indemnification or to advancement of expenses of such Director, Officer or other person as to whom the Company has agreed to grant indemnity, or the obligations of the Company, arising hereunder for claims relating to matters occurring prior to such repeal or modification.


14.	Separability.

If this Article 10 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each Director and Officer, and each employee, agent and other person as to whom the Company has agreed to grant indemnity to the full extent permitted by any applicable portion of this Article 10 that shall not have been invalidated and to the full extent permitted by applicable law.


11.	MEETINGS OF THE BOARD OF DIRECTORS AND MEMBERS


1.	Place.

Meetings of the Board of Directors, regular or special, may be held either within or without the State of Texas. Meetings may be held by telephonic conference.


2.	First Meeting of Board of Directors.

After the Certificate of Formation is filed by the Secretary of State, an organizational meeting of the initial Directors named as the initial “managers” in the Certificate of Formation shall be held, either within or without the State of Texas, at the call of a majority of the Directors named as “managers” in the Certificate of Formation, for the purpose of submitting this Agreement for adoption by the Company, and transacting such other business as may come before the meeting. The Directors calling the meeting shall give at least one day’s notice thereof to each Director so named, stating the time and place of the meeting.


3.	Regular Meetings.

Regular meetings of the Board of Directors may be held with or without notice, unless notice is required under this Agreement, and at such time and at such place as shall from time to time be determined by the Board of Directors.


4.	Special Meetings.

Special meetings of the Board of Directors may be called by any Director. Notice of each special meeting of the Board of Directors shall be given to each Director at least 24 hours before the date of the meeting.


5.	Notice and Waiver of Notice.

Attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Any Director, whether or not attending, may waive notice by the execution of a written waiver. Except as may be otherwise provided by this Agreement, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.


6.	Quorum of Directors, Acts of Board of Directors.

At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business, unless a different number or percentage is required by the Act, the Certificate of Formation or this Agreement. If a quorum shall not be present at any meeting of Board of Directors, the Directors present at that meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. The act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. Any action required or permitted to be taken at any meeting of the Board of Directors or of any sub-committee thereof may be taken without a meeting if all members of the Board of Directors or sub-committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or sub-committee. Any and all actions of the Board of Directors must be taken at a duly authorized meeting of the Board of Directors or upon unanimous written consent of the Board of Directors.


7.	Committees.

The Board of Directors, by resolution, may designate from among the Directors one or more committees, each of which shall be comprised of one or more of the Directors, and may designate one or more of the Directors as alternate members of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified Directors at any meeting of that committee. Any such committee shall have and may exercise all of the authority of the Board of Directors, subject to the limitations set out in Section 101.253 of the Act and the provisions of this Agreement. The Board may take action to establish a committee by adopting a charter for such committee which describes the duties and obligations of such committee and its members so long as such charter is not inconsistent with the Act or this Section 11.7.


8.	Delegation.

The Board of Directors may from time to time delegate specific authorities and responsibilities to one or more Directors who, pursuant to such delegations, will have the power to exercise such responsibilities and the obligation to fulfill such responsibilities without the joinder or consent of the other Directors.


9.	Meetings of Members.

An annual meeting of the Members shall be held at such time and place as the Board of Directors shall specify, which date shall be within 13 months after the last annual meeting of Members, but failure to hold any such annual meeting shall not affect otherwise valid acts of the Company or work a forfeiture or dissolution of the Company. Members holding at least an aggregate 20% of all Units, or any Director, may also call a meeting of the Members. All such meetings shall be held not less than 10 nor more than 60 days after the date of written notice thereof, at such place in or outside of Texas as the notice shall specify. The notice shall describe the matters to be considered at the meeting, and no matter other than those described in the notice may be taken up at the meeting. Members holding a Majority in Interest of the Members shall constitute a quorum. Any Member attending the meeting shall be deemed to have waived notice thereof unless he or she is attending for the exclusive purpose of objecting to the validity of the meeting. Any Member, whether or not attending, may waive notice by the execution of a written waiver. If all Members waive notice, a meeting shall be valid even though proper or timely notice thereof may not have been given, and any matter may be considered at such a meeting whether or not described in the notice of the meeting. Nothing in this Section 11.9 will create or enlarge any voting right with respect to any Units whose voting rights have been limited or eliminated.


10.	Action Without Meetings.

As provided in Section 6.202 of the Act and subject to the timing and notice requirements of that section, any action required or permitted to be taken at any meeting of the Members may be taken without holding a meeting, providing notice, or taking a vote if a written consent stating the action taken is executed by the Members having at least the minimum number of votes that would be necessary to take such action at a meeting at which all Members entitled to vote on the action are present and vote. Nothing in this Section 11.10 will create or enlarge any voting right with respect to any Units whose voting rights have been limited or eliminated.


12.	ADMISSION and withdrawal OF MEMBERS; TRANSFERS OF INTERESts.


1.	Units Acquired Directly From The Company.

After the formation of the Company, the Board of Directors may admit any Person as a new Member upon the payment to the Company of the consideration for the Units acquired by him, as established from time to time by the Board of Directors. Any Person becoming a Member shall execute, a written acknowledgment that he or she has read this Agreement, the Certificate of Formation, and all amendments hereto and thereto and that he or she agrees to be bound by the terms of the Company Agreement.


2.	Right of Transferee to Become a Member.

A transferee of all or part of a Member’s Membership Interest whose ownership is recorded in the transfer records of the Company in accordance with Section 3.1 hereof shall become a Member, and shall have all of the rights and privileges arising out of or associated with the assigned Membership Interest, without any further action of the Company, the Board of Directors, or the Members. The assignor of such Membership Interest will cease to be a Member upon the effectiveness of the assignment when recorded in the transfer records of the Company in accordance with Section 3.1 hereof.

Any Person becoming a substituted Member shall pay the reasonable costs of such substitution incurred by the Company.


3.	Withdrawal by a Member.

No Member may withdraw from membership in the Company prior to the dissolution and winding up of the Company without the written consent of the Members. If consent is given, the withdrawal shall be on such terms and conditions as the Board of Directors may deem appropriate in their sole discretion.


13.	DISSOLUTION AND TERMINATION


1.	Causes of Dissolution.

The Company shall be dissolved upon the earliest to occur of the following:


1.	The unanimous agreement of the Members that the Company should be dissolved;


2.	The retirement, resignation or dissolution of the last remaining Member or the occurrence of any other event that terminates the continued membership of the last remaining Member in the Company unless the business of the Company is continued in a manner permitted by the Act; or


3.	Entry of a decree of judicial dissolution under Section 11.051(5) of the Act.


2.	Winding Up.

Upon the dissolution of the Company, unless the business of the Company is continued as provided in Section 13.1.2 of this Agreement, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its property, and satisfying the claims of its creditors

and Members. No Director shall have the authority to take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs. The Board of Directors (or, in the event there is no remaining Director, any Person elected by a Majority in Interest of the Members) shall be responsible for overseeing the winding up of the Company and shall take full account of the Company’s liabilities and property. The Company property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom, to the extent sufficient therefor, shall be applied and distributed in the following order:


1.	First, to the payment and discharge of all of the Company’s debts and liabilities to creditors other than the Members;


2.	Second, to the payment and discharge of all of the Company’s debts and liabilities to the Members; and


3.	Thereafter, the balance, if any, to the Members in proportion to their ownership of Units.

In the discretion of the Board of Directors or other person in charge of winding up, a pro rata portion of the distributions that would otherwise be made to the Members pursuant to this Article 13 may be distributed to a trust established for the benefit of the Members for the purposes of liquidating Company assets, collecting amounts owed to the Company, and paying any contested, contingent, or unforeseen liabilities or obligations of the Company arising out of or in connection with the Company. The assets of any such trust shall be distributed to the Members, from time to time, in the reasonable discretion of the Board of Directors or other person in charge of winding up, in the same proportions among the Members as such amount would have been distributed directly from the Company pursuant to this Agreement.


14.	GENERAL PROVISIONS


1.	Confidentiality of Company Records.

No Member or assignee of a Member (or representative of either) shall have a right under the Act or this Agreement to inspect, examine, copy, or receive a disclosure of any of the Company’s information, documents, or records except for a proper purpose. In response to any request (even if for a proper purpose) by a Member or assignee of a Member (or representative of either) for such an inspection, examination, copying, or disclosure, the Company may deny access by such Member or assignee of a Member (or representative of either) to any information, document, or record that is not described in Section 101.502(a) of the Act and that the Board of Directors (or any officer to whom the authority of this Section shall have been delegated) determines (a) contains or discloses information in the nature of trade secrets, (b) is required to be kept confidential by the Company or any affiliate by law or by agreement with any third party, or (c) is information the disclosure of which is not the best interests of or could damage the Company or any of its affiliates. Additionally, the Company may require any Member or assignee of a Member (or representative or either) requesting (even if for a proper purpose) an inspection, examination, copying, or disclosure of any of the Company’s information, documents, or records (including information, documents, and records described in Section 101.502(a) of the Act) to enter into a confidentiality or non-disclosure agreement prior to receiving any requested information, documents, or records.


2.	Applicable Law.

The Agreement and the rights, interests, and obligations of the Members with respect to the Company shall be governed by, interpreted, construed, and enforced in accordance with the Act, and as made applicable by the Act, the other laws of the State of Texas.


3.	Binding Agreement.

Subject to the restrictions on transfers set forth in Article 12, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.


4.	Notices.

Any notice, request, payment, demand, or communication required or permitted to be given by any provision of this Agreement shall be in writing and shall be delivered personally to the Person or to an officer of the Person to whom the same is directed, or sent by regular, registered, or certified mail, by overnight courier, or by telecopy, addressed as follows, or to such other address as such Person may from time to time specify by notice to the Board of Directors and Members:

if to the Board of Directors, addressed to:

639 Loyola Avenue, 28 ^th Floor

New Orleans, LA 70113

if to a Member, addressed to the Member at the address set forth on Exhibit A .

Any such notice shall be deemed to be delivered, given, and received for all purposes as of the date so delivered, if delivered personally or if sent by overnight courier, telecopy, or regular mail, or three days after the date on which the same was deposited in a regularly maintained receptacle for the deposit of United States mail, if sent by registered or certified mail, postage and charges prepaid. If an attempt to give notice by facsimile transmission fails because of any problem with the recipient’s designated facsimile number or facsimile equipment, such notice will nevertheless be considered to have been effected on the day of that attempted transmission if it is also transmitted that day by overnight delivery to the recipient and is actually received on the next following business day. Any Person may from time to time specify a different address by notice to the Board of Directors and Members.


5.	Variation of Pronouns.

All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, or neuter, as the identity of the Person or Persons may require. The use of the singular shall include a reference to the plural and vice-versa unless the context clearly requires otherwise.


6.	Headings.

The cover page, table of contents, titles of articles, section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any provision hereof.


7.	Entire Agreement.

The Agreement, together with the Certificate of Formation, contains the entire agreement between the parties hereto relative to the formation and operation of the Company. The Agreement supersedes any prior understanding or oral or written agreement between the parties respecting the subject matter of the Agreement.


8.	Severability.

Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity or legality of the remainder of this Agreement.


9.	Incorporation by Reference.

Every exhibit, schedule, and other appendix attached to this Agreement and referred to herein is hereby incorporated in this Agreement by reference.


10.	Further Action.

Each Member, upon the request of the Board of Directors, agrees to perform all further acts and execute, acknowledge, and deliver any documents which may be reasonably necessary, appropriate, or desirable to carry out the provisions of this Agreement.


11.	Waiver of Partition.

To the maximum extent permitted under applicable law, each Member hereby irrevocably waives the right, if any, to partition the property and/or any other assets of the Company.


12.	Amendments.

Except as otherwise specifically provided in the Agreement, no amendment, modification, or change of the Agreement, or any part thereof, shall be valid and effective unless made in writing and signed by all of the Members.


13.	Waivers.

Except where a specific time period is provided hereunder for the exercise of a right or remedy, any party’s forbearance in the exercise or enforcement of any right or remedy under this Agreement will not constitute a waiver thereof, and a waiver under one circumstance will not constitute a waiver under any other circumstance.


14.	Counterparts.

The Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

[The remainder of this page is intentionally left blank.

The next page of this document is S-1]

Executed to be effective as set forth above:

MEMBER :



ENTERGY LOUISIANA, LLC


By: /s/ Phillip R. May, Jr.
Name: Phillip R. May, Jr. Title: President and Chief Executive Officer

EXHIBIT A



Member’s Name, Address And Telecopy #	Initial Contribution	Units	Initial Percentage Ownership

Entergy Louisiana, LLC	$1,000.00	100 Common	100%
4809 Jefferson Highway Jefferson, LA 70121

SCHEDULE B

Board of Directors

Theodore H. Bunting, Jr.

Andrew S. Marsh

Phillip R. May, Jr.

Mark T. Savoff

SCHEDULE C

OFFICERS



Name	Title
Phillip R. May, Jr.	Chairman of the Board, President and Chief Executive Officer
Theodore H. Bunting, Jr.	Group President, Utility Operations
Andrew S. Marsh	Executive Vice President and Chief Financial Officer
Marcus V. Brown	Executive Vice President and General Counsel
Jeffrey S. Forbes	Executive Vice President and Chief Nuclear Officer
Joseph T. Henderson	Senior Vice President and General Tax Counsel
Alyson M. Mount	Senior Vice President and Chief Accounting Officer
Steven C. McNeal	Vice President and Treasurer
Dennis P. Dawsey	Vice President, Customer Service
Kimberly Fontan	Vice President, Regulatory Affairs
John P. Hurstell	Vice President, System Planning
Jody Montelaro	Vice President, Public Affairs
Daniel T. Falstad	Secretary
Dawn A. Balash	Assistant Secretary
Stacey M. Lousteau	Assistant Treasurer
Mary Ann Valladares	Assistant Treasurer
Patricia A. Galbraith	Tax Officer
Rory L. Roberts	Tax Officer
Paul J. Wichers, Jr.	Tax Officer

AMENDMENT NO. 1 TO THE

COMPANY AGREEMENT OF

ENTERGY LOUISIANA POWER, LLC

Pursuant to Section 14.12 of the Company Agreement of Entergy Louisiana Power, LLC (the “Company”), the Company Agreement is hereby amended as follows effective October 1, 2015 at 2:02 p.m. Central Daylight Time:

AMENDMENT


1.	The name of the Company is hereby changed from “Entergy Louisiana Power, LLC” to “Entergy Louisiana, LLC”. Accordingly, every instance of “Entergy Louisiana Power, LLC” in the Company Agreement is replaced with “Entergy Louisiana, LLC”.


2.	In all other respects, the Company Agreement shall remain as it was prior to this Amendment.

LOUISIANA POWER & LIGHT COMPANY, LLC

By: /s/ Theodore H. Bunting, Jr.

Name: Theodore H. Bunting, Jr.

Title: President and Chief Executive Officer

Exhibit 4.1

ENTERGY LOUISIANA, LLC

(successor to Entergy Louisiana, LLC)

THE BANK OF NEW YORK MELLON

(successor to The Chase National Bank of the City of New York)

As Trustee under Entergy Louisiana, LLC’s Mortgage and Deed of Trust

dated as of April 1, 1944

________________

Eighty-second Supplemental Indenture

Relating to the Transfer of the Mortgaged and Pledged Property

to Entergy Louisiana, LLC (formerly Entergy Louisiana Power, LLC)

Dated as of October 1, 2015

EIGHTY-SECOND SUPPLEMENTAL INDENTURE

Indenture, dated as of October 1, 2015, between ENTERGY LOUISIANA, LLC, a limited liability company of the State of Texas (formerly Entergy Louisiana Power, LLC and hereinafter sometimes called the “Company”), as successor to ENTERGY LOUISIANA, LLC, a limited liability company of the State of Texas organized on December 31, 2005 (hereinafter sometimes called the “Predecessor Company”), successor to ENTERGY LOUISIANA, INC., a corporation of the State of Louisiana converted to a corporation of the State of Texas on December 31, 2005 (hereinafter sometimes called the “Louisiana Company”), which was the successor by merger to LOUISIANA POWER & LIGHT COMPANY, a corporation of the State of Florida (hereinafter sometimes called the “Florida Company”), whose post office address is 446 North Boulevard, Baton Rouge, Louisiana 70802, and THE BANK OF NEW YORK MELLON, a New York banking corporation (successor to THE CHASE NATIONAL BANK OF THE CITY OF NEW YORK) whose principal office is located at 101 Barclay Street, New York, New York 10286 (hereinafter sometimes called “Trustee”), as Trustee under the Mortgage and Deed of Trust, dated as of April 1, 1944 (hereinafter called the “Mortgage”), which Mortgage was executed and delivered by the Florida Company to secure the payment of bonds issued or to be issued under and in accordance with the provisions of the Mortgage, reference to which Mortgage is hereby made, this Indenture (hereinafter called the “Eighty-second Supplemental Indenture”) being supplemental thereto;

WHEREAS, the Mortgage was recorded in various Parishes in the State of Louisiana, which Parishes are the same Parishes in which this Eighty-second Supplemental Indenture is to be recorded; and

WHEREAS, by the Mortgage, the Florida Company covenanted that it would execute and deliver such supplemental indenture or indentures and such further instruments and do such further acts as might be necessary or proper to carry out more effectually the purposes of the Mortgage and to make subject to the lien of the Mortgage any property thereafter acquired and intended to be subject to the lien thereof; and

WHEREAS, the Florida Company executed and delivered the following supplemental indentures:



Designation	Dated as of
First Supplemental Indenture	March 1, 1948
Second Supplemental Indenture	November 1, 1950
Third Supplemental Indenture	September 1, 1953
Fourth Supplemental Indenture	October 1, 1954
Fifth Supplemental Indenture	January 1, 1957
Sixth Supplemental Indenture	April 1, 1960
Seventh Supplemental Indenture	June 1, 1964
Eighth Supplemental Indenture	March 1, 1966
Ninth Supplemental Indenture	February 1, 1967
Tenth Supplemental Indenture	September 1, 1967
Eleventh Supplemental Indenture	March 1, 1968
Twelfth Supplemental Indenture	June 1, 1969
Thirteenth Supplemental Indenture	December 1, 1969
Fourteenth Supplemental Indenture	November 1, 1970
Fifteenth Supplemental Indenture	April 1, 1971
Sixteenth Supplemental Indenture	January 1, 1972
Seventeenth Supplemental Indenture	November 1, 1972
Eighteenth Supplemental Indenture	June 1, 1973
Nineteenth Supplemental Indenture	March 1, 1974
Twentieth Supplemental Indenture	November 1, 1974

which supplemental indentures were recorded in various Parishes in the State of Louisiana; and

WHEREAS, the Florida Company was merged into the Louisiana Company on February 28, 1975, and the Louisiana Company thereupon executed and delivered a Twenty-first Supplemental Indenture, dated as of March 1, 1975, pursuant to which the Louisiana Company, among other things, assumed and agreed duly and punctually to pay the principal of and interest on the bonds at the time issued and outstanding under the Mortgage, as then supplemented, in accordance with the provisions of said bonds and of any appurtenant coupons and of the Mortgage as so supplemented, and duly and punctually to observe, perform and fulfill all of the covenants and conditions of the Mortgage, as so supplemented, to be kept or performed by the Florida Company, and said Twenty-first Supplemental Indenture was recorded in various Parishes in the State of Louisiana; and

WHEREAS, the Louisiana Company has succeeded to and has been substituted for the Florida Company under the Mortgage with the same effect as if it had been named as mortgagor corporation therein; and

WHEREAS, the Louisiana Company executed and delivered the following supplemental indentures:



Designation	Dated as of
Twenty-second Supplemental Indenture	September 1, 1975
Twenty-third Supplemental Indenture	December 1, 1976
Twenty-fourth Supplemental Indenture	January 1, 1978
Twenty-fifth Supplemental Indenture	July 1, 1978
Twenty-sixth Supplemental Indenture	May 1, 1979
Twenty-seventh Supplemental Indenture	November 1, 1979
Twenty-eighth Supplemental Indenture	December 1, 1980
Twenty-ninth Supplemental Indenture	April 1, 1981
Thirtieth Supplemental Indenture	December 1, 1981
Thirty-first Supplemental Indenture	March 1, 1983
Thirty-second Supplemental Indenture	September 1, 1983
Thirty-third Supplemental Indenture	August 1, 1984
Thirty-fourth Supplemental Indenture	November 1, 1984
Thirty-fifth Supplemental Indenture	December 1, 1984
Thirty-sixth Supplemental Indenture	December 1, 1985
Thirty-seventh Supplemental Indenture	April 1, 1986
Thirty-eighth Supplemental Indenture	November 1, 1986
Thirty-ninth Supplemental Indenture	May 1, 1988
Fortieth Supplemental Indenture	December 1, 1988
Forty-first Supplemental Indenture	April 1, 1990
Forty-second Supplemental Indenture	June 1, 1991
Forty-third Supplemental Indenture	April 1, 1992
Forty-fourth Supplemental Indenture	July 1, 1992
Forty-fifth Supplemental Indenture	December 1, 1992
Forty-sixth Supplemental Indenture	March 1, 1993
Forty-seventh Supplemental Indenture	May 1, 1993
Forty-eighth Supplemental Indenture	December 1, 1993
Forty-ninth Supplemental Indenture	July 1, 1994
Fiftieth Supplemental Indenture	September 1, 1994
Fifty-first Supplemental Indenture	March 1, 1996
Fifty-second Supplemental Indenture	March 1, 1998
Fifty-third Supplemental Indenture	March 1, 1999
Fifty-fourth Supplemental Indenture	June 1, 1999
Fifty-fifth Supplemental Indenture	May 15, 2000
Fifty-sixth Supplemental Indenture	March 1, 2002
Fifty-seventh Supplemental Indenture	March 1, 2004
Fifty-eighth Supplemental Indenture	October 1, 2004
Fifty-ninth Supplemental Indenture	October 15, 2004
Sixtieth Supplemental Indenture	May 1, 2005
Sixty-first Supplemental Indenture	August 1, 2005
Sixty-second Supplemental Indenture	October 1, 2005
Sixty-third Supplemental Indenture	December 15, 2005

which supplemental indentures were recorded in various Parishes in the State of Louisiana; and

WHEREAS, the Louisiana Company converted into a Texas limited liability company and, pursuant to a Plan of Merger by which the Company and Entergy Louisiana Properties, LLC were created (the “Merger Documents”), underwent a merger by division pursuant to which, among other things, all the Mortgaged and Pledged Property, subject to the Lien of the Mortgage, and all of the rights, obligations and duties of the Louisiana Company under the Mortgage, were allocated to the Predecessor Company on December 31, 2005,

and the Predecessor Company thereupon executed and delivered a Sixty-fourth Supplemental Indenture, effective as of January 1, 2006, pursuant to which the Predecessor Company, among other things, assumed and agreed duly and punctually to pay the principal of and interest on the bonds at the time issued and outstanding under the Mortgage, as then supplemented, in accordance with the provisions of said bonds and of any appurtenant coupons and of the Mortgage as so supplemented, and duly and punctually to observe, perform and fulfill all of the covenants and conditions of the Mortgage, as so supplemented, to be kept or performed by the Louisiana Company, and said Sixty-fourth Supplemental Indenture was recorded in various Parishes in the State of Louisiana; and

WHEREAS, effective July 1, 2008, The Bank of New York changed its name to The Bank of New York Mellon; and

WHEREAS, the Predecessor Company executed and delivered the following supplemental indentures:



Designation	Dated as of
Sixty-fifth Supplemental Indenture	August 1, 2008
Sixty-sixth Supplemental Indenture	November 1, 2009
Sixty-seventh Supplemental Indenture	March 1, 2010
Sixty-eighth Supplemental Indenture	September 1, 2010
Sixty-ninth Supplemental Indenture	October 1, 2010
Seventieth Supplemental Indenture	November 1, 2010
Seventy-first Supplemental Indenture	March 1, 2011
Seventy-second Supplemental Indenture	April 30, 2011
Seventy-third Supplemental Indenture	December 1, 2011
Seventy-fourth Supplemental Indenture	January 1, 2012
Seventy-fifth Supplemental Indenture	July 1, 2012
Seventy-sixth Supplemental Indenture	December 1, 2012
Seventy-seventh Supplemental Indenture	May 1, 2013
Seventy-eighth Supplemental Indenture	August 1, 2013
Seventy-ninth Supplemental Indenture	June 1, 2014
Eightieth Supplemental Indenture	July 1, 2014
Eighty-first Supplemental Indenture	November 1, 2014

which supplemental indentures were or will be recorded in various Parishes in the State of Louisiana and with the Secretary of State of Texas; and

WHEREAS, in addition to the property described in the Mortgage, as supplemented, the Company has acquired certain other property, rights and interests in property; and

WHEREAS, the Florida Company, the Louisiana Company or the Predecessor Company has heretofore issued, in accordance with the provisions of the Mortgage, as supplemented, the following series of bonds:



Series	Principal Amount Issued	Principal Amount Outstanding
3% Series due 1974	$ 17,000,000	None
3 1/8% Series due 1978	10,000,000	None
3% Series due 1980	10,000,000	None
4% Series due 1983	12,000,000	None
3 1/8% Series due 1984	18,000,000	None
4 3/4% Series due 1987	20,000,000	None
5% Series due 1990	20,000,000	None
4 5/8% Series due 1994	25,000,000	None
5 3/4% Series due 1996	35,000,000	None
5 5/8% Series due 1997	16,000,000	None
6 1/2% Series due September 1, 1997	18,000,000	None
7 1/8% Series due 1998	35,000,000	None
9 3/8% Series due 1999	25,000,000	None
9 3/8% Series due 2000	20,000,000	None
7 7/8% Series due 2001	25,000,000	None
7 1/2% Series due 2002	25,000,000	None
7 1/2% Series due November 1, 2002	25,000,000	None
8% Series due 2003	45,000,000	None
8 3/4% Series due 2004	45,000,000	None
9 1/2% Series due November 1, 1981	50,000,000	None
9 3/8% Series due September 1, 1983	50,000,000	None
8 3/4% Series due December 1, 2006	40,000,000	None
9% Series due January 1, 1986	75,000,000	None
10% Series due July 1, 2008	60,000,000	None
10 7/8% Series due May 1, 1989	45,000,000	None
13 1/2% Series due November 1, 2009	55,000,000	None
15 3/4% Series due December 1, 1988	50,000,000	None
16% Series due April 1, 1991	75,000,000	None
16 1/4% Series due December 1, 1991	100,000,000	None
12% Series due March 1, 1993	100,000,000	None
13 1/4% Series due March 1, 2013	100,000,000	None
13% Series due September 1, 2013	50,000,000	None
16% Series due August 1, 1994	100,000,000	None
14 3/4% Series due November 1, 2014	55,000,000	None
15 1/4% Series due December 1, 2014	35,000,000	None
14% Series due December 1, 1992	60,000,000	None
14 1/4% Series due December 1, 1995	15,000,000	None
10 1/2% Series due April 1, 1993	200,000,000	None
10 3/8% Series due November 1, 2016	280,000,000	None
Series 1988A due September 30, 1988	13,334,000	None
Series 1988B due September 30, 1988	10,000,000	None
Series 1988C due September 30, 1988	6,667,000	None
10.36% Series due December 1, 1995	75,000,000	None



10 1/8% Series due April 1, 2020	100,000,000	None
Environmental Series A due June 1, 2021	52,500,000	None
Environmental Series B due April 1, 2022	20,940,000	None
7.74% Series due July 1, 2002	179,000,000	None
8 1/2% Series due July 1, 2022	90,000,000	None
Environmental Series C due December 1, 2022	25,120,000	None
6% Series due March 1, 2000	100,000,000	None
Environmental Series D due May 1, 2023	34,364,000	None
Environmental Series E due December 1, 2023	25,991,667	None
Environmental Series F due July 1, 2024	21,335,000	None
Collateral Series 1994-A, due July 2, 2017	117,805,000	109,288,604 ¹
Collateral Series 1994-B, due July 2, 2017	58,865,000	54,626,323 ¹
Collateral Series 1994-C, due July 2, 2017	31,575,000	29,288,144 ¹
8 3/4% Series due March 1, 2026	115,000,000	None
6 1/2% Series due March 1, 2008	115,000,000	None
5.80% Series due March 1, 2002	75,000,000	None
Environmental Series G due June 1, 2030	67,200,000	None
8 1/2% Series due June 1, 2003	150,000,000	None
7.60% Series due April 1, 2032	150,000,000	None
5.5% Series due April 1, 2019	100,000,000	None
6.4% Series due October 1, 2034	70,000,000	None
5.09% Series due November 1, 2014	115,000,000	None
4.67% Series due June 1, 2010	55,000,000	None
5.56% Series due September 1, 2015	100,000,000	None
6.3% Series due September 1, 2035	100,000,000	None
5.83% Series due November 1, 2010	150,000,000	None
6.50% Series due September 1, 2018	300,000,000	300,000,000
5.40% Series due November 1, 2024	400,000,000	400,000,000
6.0% Series due March 15, 2040	150,000,000	150,000,000
4.44% Series due January 15, 2026	250,000,000	250,000,000
Environmental Series H due June 1, 2030	119,073,000	119,073,000 ^**
5.875% Series due June 15, 2041	150,000,000	150,000,000
4.80% Series due May 1, 2021	200,000,000	200,000,000
1.1007% Series due December 31, 2012	750,000,000	None
1.875% Series due December 15, 2014	250,000,000	None
5.25% Series due July 1, 2052	200,000,000	200,000,000
3.30% Series due December 1, 2022	200,000,000	200,000,000
4.70% Series due June 1, 2063	100,000,000	100,000,000
4.05% Series due September 1, 2023	325,000,000	325,000,000
5% Series due July 15, 2044	170,000,000	170,000,000
3.78% Series due April 1, 2025	190,000,000	190,000,000
4.95% Series due January 15, 2045	250,000,000	250,000,000


1.	All of which provide equity support for the Owner-Participants in the Waterford 3 Sale-Leaseback transaction and bear no interest.


*	All of which are currently held by the Trustee for the benefit of the holders of $115,000,000 in aggregate principal amount of Louisiana Public Facilities Authority 5% Revenue Bonds (Entergy Louisiana, LLC Project) Series 2010 and bear no interest.

which bonds are also hereinafter sometimes called bonds of the First through Eighty-fifth Series, respectively; and

WHEREAS, the term “corporation” is defined in the Mortgage, as supplemented, to include a limited liability company; and

WHEREAS, subject to the provisions thereof, Section 85 of the Mortgage, as supplemented, permits the Company to merge into any corporation lawfully entitled to acquire or operate the same; and

WHEREAS, Section 86 of the Mortgage, as supplemented, provides, among other things, that if the Predecessor Company shall transfer, subject to the Lien of the Mortgage, all or substantially all the Mortgaged and Pledged Property as an entirety, the successor corporation which shall have received such transfer - upon executing with the Trustee and causing to be recorded an indenture whereby such successor corporation shall assume and agree to pay, duly and punctually, the principal of and interest on the bonds issued under the Mortgage in accordance with the provisions of said bonds and of any appurtenant coupons and of the Mortgage, and shall agree to perform and fulfill all the covenants and conditions of the Mortgage to be kept or performed by the Predecessor Company thereunder - shall succeed to and be substituted for the Predecessor Company with the same effect as if such successor corporation had been named in the Mortgage, and shall have and may exercise under the Mortgage the same powers and rights as the Predecessor Company; and

WHEREAS, Section 86 of the Mortgage, as supplemented, provides, among other things, that in case the Predecessor Company shall transfer, subject to the Lien of the Mortgage, all or substantially all of the Mortgaged and Pledged Property as an entirety to a successor corporation, the indenture described above may also provide for the release and discharge of the Predecessor Company from all obligations under the Mortgage or any bonds issued thereunder which are assumed by such successor corporation; and

WHEREAS, Section 87 of the Mortgage, as supplemented, provides, among other things, that if the Predecessor Company, as permitted by Section 85 of the Mortgage, shall transfer, subject to the Lien of the Mortgage, all or substantially all the Mortgaged and Pledged Property as an entirety, neither the Mortgage nor the indenture with the Trustee to be executed and caused to be recorded by the Company as in Section 86 of the Mortgage provided, shall, unless such indenture shall otherwise provide, become or be or be required to become or be a lien upon any of the properties or franchises then owned or thereafter acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) except (a) those acquired by the Company from the Predecessor Company, and improvements, extensions and additions thereto and renewals and replacements thereof, (b) the property made and used by the Company as the basis under any of the provisions of the Mortgage, as supplemented, for the authentication and delivery of additional bonds or the withdrawal of cash or the release of property, and (c) such franchises, repairs and additional property as may be acquired, made or constructed by the Company (1) to maintain, renew and preserve the franchises covered by the Mortgage, as supplemented, or (2) to maintain the property mortgaged and intended to be mortgaged under the Mortgage, as supplemented, as an operating system or systems in good repair, working order and condition, or (3) in rebuilding or renewal of property, subject to the Lien of the Mortgage, as supplemented, damaged or destroyed, or (4) in replacement of or substitution for machinery, apparatus, equipment, frames, towers, poles, wire, pipe, tools, implements and furniture, subject to the Lien of the Mortgage, as supplemented, which shall have become old, inadequate, obsolete, worn out, unfit, unadapted, unserviceable, undesirable or unnecessary for use in the operation of the property mortgaged and intended to be mortgaged under the Mortgage, as supplemented; and

WHEREAS, Section 120 of the Mortgage, as supplemented, provides, among other things, that without the consent of any holders of bonds, the Company and the Trustee, at any time and from time to time, may enter into one or more supplemental indentures, in form satisfactory to the Trustee, in order to

evidence the succession of another corporation to the Predecessor Company and the assumption by any such successor of the covenants of the Company in the Mortgage and in the bonds, all as provided in Article XVI of the Mortgage; and

WHEREAS, effective as of 10:03 A.M. Central Time, October 1, 2015, the Predecessor Company will transfer, subject to the Lien of the Mortgage, all or substantially all the Mortgaged and Pledged Property as an entirety to the Company (the “2015 Transfer”) pursuant to a Plan of Merger between the Predecessor Company and the Company (the “2015 Transfer Documents”), pursuant to which, among other things, the Company will succeed to the ownership of all of the Predecessor Company’s right, title and interest in and to the Mortgaged and Pledged Property as constituted immediately prior to the time that the 2015 Transfer becomes effective and will succeed to all of the Predecessor Company’s duties and obligations under the Mortgage and the bonds outstanding thereunder; and

WHEREAS, the Company is lawfully entitled to acquire and operate the Mortgaged and Pledged Property, and

WHEREAS, pursuant to and in accordance with said Section 86 of the Mortgage, as supplemented, the Company now desires to execute with the Trustee and to cause to be recorded an indenture of the tenor aforesaid; and

WHEREAS, the execution and delivery by the Company of this Eighty-second Supplemental Indenture have been duly authorized by the Board of Directors of the Company by appropriate Resolutions of said Board of Directors;

NOW, THEREFORE, THIS INDENTURE WITNESSETH : That ENTERGY LOUISIANA, LLC, a limited liability company of the State of Texas organized on July 7, 2015 (formerly Entergy Louisiana Power, LLC and successor to Entergy Louisiana, LLC, a limited liability company of the State of Texas organized on December 31, 2005, which was successor to Entergy Louisiana, Inc., a corporation of the State of Louisiana converted to a corporation of the State of Texas on December 31, 2005), in consideration of the premises and of One Dollar to it duly paid by the Trustee at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in further evidence of assurance of the estate, title and rights of the Trustee and in order further to secure the payment both of the principal of and interest and premium, if any, on the bonds from time to time issued under the Mortgage, according to their tenor and effect, and the performance of all the provisions of the Mortgage (including any instruments supplemental thereto and any modification made as in the Mortgage provided) and of said bonds, and in compliance with, in satisfaction of and pursuant to the provisions of Sections 85 and 86 of the Mortgage, as supplemented, (A) hereby assumes and agrees to pay, duly and punctually, the principal of and interest on the bonds issued and now outstanding under the Mortgage, as supplemented, in accordance with the provisions of said bonds and of any appurtenant coupons and of the Mortgage, as supplemented, and agrees to duly and punctually observe, perform and fulfill all the covenants and conditions of the Mortgage, as supplemented, to be kept or performed by the Predecessor Company thereunder; and (B) hereby grants, bargains, sells, releases, conveys, assigns, transfers, mortgages, hypothecates, affects, pledges, sets over and confirms (subject, however, to Excepted Encumbrances as defined in Section 6 of the Mortgage, as supplemented) unto The Bank of New York Mellon, as Trustee under the Mortgage, as supplemented, and to its successor or successors in said trust, and to said Trustee and its successors and assigns forever, (a) all of the Mortgaged and Pledged Property acquired by the Company from the Predecessor Company pursuant to the 2015 Transfer Documents, and improvements, extensions and additions thereto and renewals and replacements thereof, (b) the property made and used by the Company as the basis under any of the provisions of the Mortgage, as supplemented, for the authentication and delivery of additional bonds or the withdrawal of cash or the release of property, and (c) such franchises, repairs and additional property as may be acquired, made or constructed by the Company (1) to maintain,

renew and preserve the franchises covered by this Mortgage, as supplemented, or (2) to maintain the property mortgaged and intended to be mortgaged under the Mortgage, as supplemented, as an operating system or systems in good repair, working order and condition, or (3) in rebuilding or renewal of property, subject to the Lien of the Mortgage, as supplemented, damaged or destroyed, or (4) in replacement of or substitution for machinery, apparatus, equipment, frames, towers, poles, wire, pipe, tools, implements and furniture, subject to the Lien of the Mortgage, as supplemented, which shall have become old, inadequate, obsolete, worn out, unfit, unadapted, unserviceable, undesirable or unnecessary for use in the operation of the property mortgaged and intended to be mortgaged under the Mortgage, as supplemented.

PROVIDED THAT the following are not and are not intended to be now or hereafter granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed hereunder and are hereby expressly excepted from the lien and operation of this Eighty-second Supplemental Indenture and Mortgage, as supplemented, and from the lien and operation of the Mortgage, namely: (1) cash, shares of stock, bonds, notes and other obligations and other securities not hereafter specifically pledged, paid, deposited, delivered or held under the Mortgage or covenanted so to be; (2) merchandise, equipment, materials or supplies held for the purpose of sale in the usual course of business and fuel, oil and similar materials and supplies consumable in the operation of any properties of the Company; rolling stock, buses, motor coaches, automobiles and other vehicles and all aircraft; (3) bills, notes and accounts receivable, judgments, demands and choses in action, and all contracts, leases and operating agreements not specifically pledged under the Mortgage or covenanted so to be; (4) the last day of the term of any lease or leasehold which may hereafter become subject to the lien of the Mortgage; (5) electric energy, gas, ice, and other materials or products generated, manufactured, produced or purchased by the Company for sale, distribution or use in the ordinary course of its business; all timber, minerals, mineral rights and royalties; (6) the Company’s franchise to be a corporation; and (7) any property heretofore released pursuant to any provisions of the Mortgage; provided, however, that the property and rights expressly excepted from the lien and operation of the Mortgage in the above subdivisions (2) and (3) shall (to the extent permitted by law) cease to be so excepted in the event and as of the date that the Trustee or its successor or successors in said trust or a receiver or trustee shall enter upon and take possession of the Mortgaged and Pledged Property in the manner provided in Article XIII of the Mortgage by reason of the occurrence of a Default as defined in Section 65 thereof.

TO HAVE AND TO HOLD all such properties, real, personal and mixed, granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed by the Company as aforesaid, or intended so to be, unto The Bank of New York Mellon, as Trustee, and its successors and assigns forever.

IN TRUST NEVERTHELESS, for the same purposes and upon the same terms, trusts and conditions and subject to and with the same provisos and covenants as are set forth in the Mortgage, as supplemented, this Eighty-second Supplemental Indenture being supplemental thereto.

AND IT IS HEREBY COVENANTED by the Company that all the terms, conditions, provisos, covenants and provisions contained in the Mortgage, as supplemented, shall affect and apply to the property hereinbefore described and conveyed and to the estate, rights, obligations and duties of the Company and the Trustee and the beneficiaries of the trust with respect to said property, and to the Trustee and its successors as Trustee of said property in the same manner and with the same effect as if said property had been owned by the Florida Company at the time of the execution of the Mortgage, and had been specifically and at length described in and conveyed to said Trustee by the Mortgage as a part of the property therein stated to be conveyed.

The Company further covenants and agrees to and with the Trustee and its successor or successors

in said trust under the Mortgage as follows:

ARTICLE I

RELEASE AND DISCHARGE

SECTION 1 Upon the transfer, subject to the Lien of the Mortgage, of all or substantially all of the Mortgaged and Pledged Property as an entirety to the Company, as contemplated by the 2015 Transfer Documents, the Predecessor Company shall be released and discharged from all obligations under the Mortgage or any bonds issued thereunder.

ARTICLE II

MISCELLANEOUS PROVISIONS

1. Subject to any amendments provided for in this Eighty-second Supplemental Indenture, the terms defined in the Mortgage, as heretofore supplemented, shall, for all purposes of this Eighty-second Supplemental Indenture, have the meanings specified in the Mortgage, as heretofore supplemented.

2. The Trustee hereby accepts the trusts herein declared, provided, created or supplemented and agrees to perform the same upon the terms and conditions herein and in the Mortgage, as heretofore amended, set forth and upon the following terms and conditions:

The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Eighty-second Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made by the Company solely. In general, each and every term and condition contained in Article XVII of the Mortgage, as heretofore amended, shall apply to and form part of this Eighty-second Supplemental Indenture with the same force and effect as if the same were herein set forth in full with such omissions, variations and insertions, if any, as may be appropriate to make the same conform to the provisions of this Eighty-second Supplemental Indenture.

3. Whenever in this Eighty-second Supplemental Indenture any of the parties hereto is named or referred to, this shall, subject to the provisions of Articles XVI and XVII of the Mortgage, as heretofore amended, be deemed to include the successors and assigns of such party, and all covenants and agreements in this Eighty-second Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustee, shall, subject as aforesaid, bind and inure to the respective benefits of the respective successors and assigns of such parties, whether so expressed or not.

4. Nothing in this Eighty-second Supplemental Indenture, expressed or implied, is intended, or shall be construed, to confer upon, or give to, any person, firm or corporation, other than the parties hereto and the holders of the bonds and coupons Outstanding under the Mortgage, any right, remedy or claim under or by reason of this Eighty-second Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this Eighty-second Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto, and of the holders of the bonds and coupons Outstanding under the Mortgage.

5. It is the intention and it is hereby agreed that, so far as concerns that portion of the Mortgaged and Pledged Property situated within the State of Louisiana, the general language of conveyance contained

in this Eighty-second Supplemental Indenture is intended and shall be construed as words of hypothecation and not of conveyance, and that, so far as the said Louisiana property is concerned, this Eighty-second Supplemental Indenture shall be considered as an act of mortgage and pledge under the laws of the State of Louisiana, and the Trustee herein named is named as mortgagee and pledgee in trust for the benefit of itself and of all present and future holders of bonds and coupons issued and to be issued under the Mortgage, and is irrevocably appointed special agent and representative of the holders of the bonds and coupons issued and to be issued under the Mortgage and vested with full power in their behalf to effect and enforce the mortgage and pledge hereby constituted for their benefit, or otherwise to act as herein provided for.

6. This Eighty-second Supplemental Indenture shall be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, ENTERGY LOUISIANA, LLC has caused its company name to be hereunto affixed, and this instrument to be signed and sealed by its President or one of its Vice Presidents, and its company seal to be attested by its Secretary or one of its Assistant Secretaries, for and in its behalf, and THE BANK OF NEW YORK MELLON, in token of its acceptance of the trust hereby created, has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by one of its Vice Presidents, Senior Associates or Associates and its corporate seal to be attested by one of its Vice Presidents, Senior Associates or Associates, all as of the day and year first above written.



	ENTERGY LOUISIANA, LLC By: /s/ Steven C. McNeal Name:Steven C. McNeal Title:Vice President and Treasurer
Attest: By: /s/ Dawn A. Balash Name: Dawn A. Balash Title: Assistant Secretary
Executed, sealed and delivered by ENTERGY LOUISIANA, LLC in the presence of: /s/ Leah W. Dawsey Name: Leah W. Dawsey /s/ Mary Beth Rose Name: Mary Beth Rose



	THE BANK OF NEW YORK MELLON As Successor Trustee By: /s/ Francine Kincaid Name: Francine Kincaid Title:Vice President
Attest: By: /s/ Thomas Hacker Name: Thomas Hacker Title: Vice President
Executed, sealed and delivered by THE BANK OF NEW YORK MELLON in the presence of: /s/ Stacey Poindexter Name: Stacey Poindexter /s/ Ignazio Tamburello Name: Ignazio Tamburello

STATE OF LOUISIANA

} ss.:

PARISH OF ORLEANS

On this 14th day of September, 2015, before me appeared STEVEN C. MCNEAL, to me personally known, who, being by me duly sworn, did say that he is Vice President and Treasurer of ENTERGY LOUISIANA, LLC, and that the seal affixed to the above instrument is the seal of said entity and that said instrument was signed and sealed in behalf of said entity by authority of its Board of Directors, and said STEVEN C. MCNEAL, acknowledged said instrument to be the free act and deed of said entity.

On this 14th day of September, 2015, before me personally came STEVEN C. MCNEAL, to me known, who, being by me duly sworn, did depose and say that he resides at 8043 Winner’s Circle, Mandeville, Louisiana 70448; that he is Vice President and Treasurer of ENTERGY LOUISIANA, LLC, one of the entities described in and which executed the above instrument; that he knows the seal of said entity; that the seal affixed to said instrument is such seal, that it was so affixed by order of the Board of Directors of said entity, and that he signed his name thereto by like order.




	/s/ Jennifer B. Favalora Notary Public Name: Jennifer B. Favalora Notary ID Number 57639 My commission expires: at my death

STATE OF NEW YORK

} ss.:

COUNTY OF NEW YORK

On the 16th day of September, 2015, before me appeared Francine Kincaid to me personally known or proved to me on the basis of satisfactory evidence and, who, being by me duly sworn, did say that she is a Vice President of THE BANK OF NEW YORK MELLON, and that the seal affixed to the above instrument is the corporate seal of said entity and that said instrument was signed and sealed in behalf of said entity by authority of its Board of Directors, and said Vice President acknowledged said instrument to be the free act and deed of said entity.

On the 16th day of September, 2015, before me personally came Thomas Hacker, to me known or proved to me on the basis of satisfactory evidence and, who, being by me duly sworn, did depose and say that he resides in New York; that he is a Vice President of THE BANK OF NEW YORK MELLON, one of the entities described in and which executed the above instrument; that he knows the seal of said entity; that the seal affixed to said instrument is such seal, that it was so affixed by order of the Board of Directors of said entity, and that he signed his name thereto by like order.




	/s/ Christopher J. Traina Christopher J. Traina Notary Public - State of New York No. 01TR6297825 Qualified in Queens County My Commission Expires March 03, 2018 Certified in New York County

Exhibit 4.2

ENTERGY GULF STATES POWER, LLC

(as successor to Entergy Gulf States Louisiana, LLC, formerly

Entergy Gulf States Louisiana, L.L.C.)

446 North Boulevard

Baton Rouge, Louisiana 70802

THE BANK OF NEW YORK MELLON

(Formerly The Bank of New York, successor to JPMorgan Chase Bank, N.A.)

as Trustee

101 Barclay Street

New York, New York 10286

__________________

Eighty-second Supplemental Indenture

Dated as of October 1, 2015

__________________

Relating to the Transfer of the Trust Estate to Entergy Gulf States Power, LLC

__________________

THIS INSTRUMENT GRANTS A SECURITY

INTEREST BY A UTILITY

THIS INSTRUMENT CONTAINS AFTER-ACQUIRED

PROPERTY PROVISIONS

THIS EIGHTY-SECOND SUPPLEMENTAL INDENTURE, dated as of the 1st day of October, 2015, by and between ENTERGY GULF STATES POWER, LLC (as successor to Entergy Gulf States Louisiana, LLC, a Texas limited liability company (formerly Entergy Gulf States Louisiana, L.L.C., a Louisiana limited liability company) (hereinafter sometimes called the “Predecessor Company”) that was successor by merger to Entergy Gulf States, Inc. (formerly Gulf States Utilities Company), a Texas corporation (hereinafter sometimes called the “Original Company”)), a limited liability company duly organized and existing under the laws of the State of Texas (hereinafter sometimes called the “Company”), party of the first part, and THE BANK OF NEW YORK MELLON (formerly The Bank of New York, successor to JPMorgan Chase Bank, N. A.), a New York banking corporation and having its corporate trust office in the Borough of Manhattan, City and State of New York, as successor trustee under the Indenture of Mortgage and indentures supplemental thereto hereinafter mentioned (hereinafter sometimes called the “Trustee”), party of the second part;

WHEREAS, the Original Company has heretofore executed and delivered its Indenture of Mortgage, dated September 1, 1926 (hereinafter sometimes called the “Original Indenture”), to The Chase National Bank of the City of New York, as trustee, in and by which the Original Company conveyed and mortgaged to said The Chase National Bank of the City of New York, as trustee, certain property, therein described, to secure the payment of its bonds issued and to be issued under said Original Indenture in one or more series, as therein provided; and

WHEREAS, the Original Company has heretofore executed and delivered to The Chase National Bank of the City of New York, as trustee, the First through the Fourth Supplemental Indentures, all supplementing and modifying said Original Indenture; and

WHEREAS, on March 21, 1939, The Chase National Bank of the City of New York resigned as trustee under the Original Indenture and all indentures supplemental thereto as aforesaid, pursuant to Section 4 of Article XIV of the Original Indenture, and by an Indenture dated March 21, 1939 said resignation was accepted and Central Hanover Bank and Trust Company was duly appointed the successor trustee under the Original Indenture and all indentures supplemental thereto, said resignation and appointment both being effective as of March 21, 1939, and the Central Hanover Bank and Trust Company did by said Indenture dated March 21, 1939 accept the trust under the Original Indenture and all indentures supplemental thereto; and

WHEREAS, the Original Company has heretofore executed and delivered to Central Hanover Bank and Trust Company, as successor trustee, the Fifth through the Tenth Supplemental Indentures, supplementing and modifying said Original Indenture; and

WHEREAS, the name of Central Hanover Bank and Trust Company, successor trustee, as aforesaid, was changed effective June 30, 1951 to “The Hanover Bank”; and

WHEREAS, the Original Company has heretofore executed and delivered to The Hanover Bank, as successor trustee, the Eleventh through the Twentieth Supplemental Indentures, supplementing and modifying said Original Indenture; and

WHEREAS, on September 8, 1961, pursuant to the laws of the State of New York, The Hanover Bank, successor trustee, as aforesaid, was duly merged into Manufacturers Trust Company, a New York corporation, under the name “Manufacturers Hanover Trust Company,” and Manufacturers Hanover Trust

Company thereupon became the duly constituted successor trustee under the Original Indenture, as supplemented and modified as aforesaid; and

WHEREAS, the Original Company has heretofore executed and delivered to Manufacturers Hanover Trust Company, as successor trustee, the Twenty-first through the Fifty-fourth Supplemental Indentures, supplementing and modifying said Original Indenture; and

WHEREAS, on June 19, 1992, pursuant to the laws of the State of New York, Manufacturers Hanover Trust Company, successor trustee, as aforesaid, was duly merged into Chemical Bank, a New York corporation, under the name “Chemical Bank,” and Chemical Bank thereupon became the duly constituted successor trustee under the Original Indenture, as supplemented and modified as aforesaid; and

WHEREAS, the Original Company has heretofore executed and delivered to Chemical Bank, as successor trustee, the Fifty-fifth through the Fifty-seventh Supplemental Indentures, supplementing and modifying said Original Indenture; and

WHEREAS, effective July 14, 1996, Chemical Bank, successor trustee, as aforesaid, was duly merged with and its name was duly changed to “The Chase Manhattan Bank”; and

WHEREAS, the Original Company has heretofore executed and delivered to The Chase Manhattan Bank, as successor trustee, the Fifty-eighth through Sixtieth Supplemental Indentures, supplementing and modifying said Original Indenture; and

WHEREAS, the name of The Chase Manhattan Bank, successor trustee, as aforesaid, was duly changed effective November 10, 2001 to “JPMorgan Chase Bank”; and

WHEREAS, the Original Company has heretofore executed and delivered to JPMorgan Chase Bank, as successor trustee, the Sixty-first through Sixty-seventh Supplemental Indentures, supplementing and modifying said Original Indenture; and

WHEREAS, effective November 13, 2004, JPMorgan Chase Bank, successor trustee, was converted from a New York corporation to a national banking association under the name “JPMorgan Chase Bank, N.A.”; and

WHEREAS, the Original Company has heretofore executed and delivered to JPMorgan Chase Bank, N.A., as successor trustee, the Sixty-eighth through Seventy-fourth Supplemental Indentures, supplementing and modifying said Original Indenture; and

WHEREAS, on October 3, 2007, JPMorgan Chase Bank, N.A. resigned as trustee under the Original Indenture and all indentures supplemental thereto as aforesaid, by an Agreement of Resignation, Appointment and Acceptance dated October 3, 2007, said resignation was accepted, and The Bank of New York was duly appointed the successor trustee under the Original Indenture and all indentures supplemental thereto, said resignation and appointment both being effective as of October 3, 2007, and The Bank of New York did by said Agreement dated October 3, 2007 accept the trust under the Original Indenture and all indentures supplemental thereto; and

WHEREAS, the series of bonds established under the Seventh Supplemental Indenture supplementing and modifying said Original Indenture and under each successive supplemental indenture have been designated respectively and are referred to herein as “Bonds of the 1976, 1978, 1979, 1980, 1981, 1982, 1983, 1986, 1987, 1988, 1989, 1989A, 1990, 1992, 1996, 1997, 1998, 1998A, 1999, 1999A, 2000, 2000A, 2001, 2003, 2004, 2005, 2006, 2007, 2009, 2009A, 1987A, 2010, 1991, 1993, 1992A, 2012, 2013, 2013A,

1994, 2014B, C and D, 2015, 2016, 2016A, 1994A, 2002, 2022, 2004A, 2024, 1996A, 1997A, 1998B, 1999B, 2003A, MTN, 2003B, 2004B, 2007A, 2012A, 2008, 2007B, 2033, 2015A, 2011, 2009B, 2014E, 2035, 2015B, 2010A, 2006A, 2008A, 2011B, 2018, 2024, 2020, 2028E, 2015F and 2025 Series”; and

WHEREAS, effective as of December 26, 2007, the Original Company obtained the release from the lien of the Original Indenture, as supplemented and modified, of all of its real property located in Texas and substantially all of its personal property located in Texas that was part of the trust estate, together with certain associated rights, privileges and franchises, as well as certain undivided interests in mortgaged property located in Louisiana, as more particularly described in the instruments of partial release filed with respect thereto on or before December 26, 2007; and

WHEREAS, effective as of 1:00 P.M. Central Standard Time, December 31, 2007, the Original Company underwent a merger by division under Texas law pursuant to which, among other things, all of its property located in Texas, together with certain property located in Louisiana, was allocated to Entergy Texas, Inc., substantially all of its property located in Louisiana was retained by the Original Company, and all of its obligations and liabilities under the Original Indenture, as supplemented and modified and the Bonds were retained by the Predecessor Company; and

WHEREAS, effective as of 4:00 P.M. Central Standard Time, December 31, 2007, the Original Company merged (hereinafter sometimes called the “2007 Merger”) into the Company pursuant to an Agreement and Plan of Merger and Reorganization of Entergy Gulf States, Inc. into Entergy Gulf States Louisiana, L.L.C. and a Certificate and Articles of Merger (hereinafter sometimes collectively called the “2007 Merger Documents”), pursuant to which, among other things, (1) all of the rights, privileges, franchises, assets, liabilities and obligations of the Original Company were allocated to the Predecessor Company; and (2) the identity of the Original Company was merged into that of the Predecessor Company; and

WHEREAS, pursuant to Section 14.01 of the Original Indenture, as restated by the Seventh Supplemental Indenture, the Predecessor Company and the Trustee executed the Seventy-fifth Supplemental Indenture dated as of December 31, 2007 whereby the Predecessor Company assumed and agreed to pay duly and punctually the principal of and interest on the Bonds issued under the Original Indenture, as supplemented and modified, in accordance with the provisions of said Bonds and the Original Indenture, as supplemented and modified, and agreed to perform and fulfill all the terms, covenants and conditions of the Original Indenture, as supplemented and modified, binding the Original Company; and

WHEREAS, pursuant to Section 14.02 of the Original Indenture, as restated by the Seventh Supplemental Indenture, the Predecessor Company succeeded to the Original Company under the Original Indenture and all indentures supplemental thereto with the same effect as if it had been named in the Original Indenture, as supplemented and modified, as the mortgagor company and in the Bonds as the obligor thereon or maker thereof; and

WHEREAS, pursuant to Section 14.03 of the Original Indenture, as restated by the Seventh Supplemental Indenture, in respect of property owned by the Original Company at the time of the 2007 Merger as provided in Section 14.01 of the Original Indenture, as restated by the Seventh Supplemental Indenture, and substitutions, replacements, additions, betterments, developments, extensions and enlargements thereto subsequently made, constructed or acquired, the rights and duties of the Predecessor Company were the same as the rights and duties of the Original Company would have been had the 2007 Merger not taken place; and

WHEREAS, pursuant to Section 14.04 of the Original Indenture, as restated by the Seventh Supplemental Indenture, in respect of property at the time of the 2007 Merger owned by the Predecessor Company and/or of property thereafter acquired by the Predecessor Company except said substitutions, replacements, additions, betterments, developments, extensions and enlargements to, of or upon the property owned by the Original Company referred to in Section 14.03 of the Original Indenture, as restated by the

Seventh Supplemental Indenture, the Original Indenture, as supplemented and modified shall not become or be a lien upon any of such property; and

WHEREAS, effective as of March 25, 2008, the Predecessor Company obtained the release from the lien of the Original Indenture, as supplemented and modified, of all of the remainder of its property located in Texas that was part of the trust estate, together with certain associated rights, privileges and franchises, as well as certain undivided interests in mortgaged property located in Louisiana, as more particularly described in the instruments of partial release filed with respect thereto on or before March 25, 2008; and

WHEREAS, the name of The Bank of New York, successor trustee, as aforesaid, was duly changed effective July 1, 2008 to “The Bank of New York Mellon”; and

WHEREAS, the Predecessor Company has heretofore executed and delivered to The Bank of New York Mellon, as successor trustee, the Seventy-sixth through Eighty-first Supplemental Indentures, supplementing and modifying said Original Indenture; and

WHEREAS, on September 21, 2015, the Predecessor Company converted to a Texas limited liability company and changed its name to Entergy Gulf States Louisiana, LLC; and

WHEREAS, the Company proposes to further supplement and modify the Original Indenture, as supplemented and modified as aforesaid, by this Eighty-second Supplemental Indenture (the Original Indenture as so supplemented and modified being hereinafter sometimes called the “Indenture”); and

WHEREAS, Section 1.01 of the Indenture provides that the term “corporation” shall also include any voluntary organization, joint stock company, business trust or other similar organization; and

WHEREAS, subject to the provisions thereof, Section 14.01 of the Indenture permits the transfer by the Predecessor Company, subject to the lien of the Indenture, of all the trust estate as, or substantially as, an entirety to any corporation lawfully entitled to acquire and operate the trust estate provided that (1) such transfer shall be upon such terms as in no respect to impair the lien and security of the Indenture or any of the rights or powers of the Trustee or of the Bondholders thereunder and (2) in case the Predecessor Company shall transfer as aforesaid to another corporation all the trust estate as, or substantially as, an entirety, the corporation which shall have received such transfer shall, prior to or contemporaneously with such transfer, execute, and promptly cause to be recorded, a supplemental indenture to and with the Trustee, satisfactory to the Trustee, whereby the successor corporation shall assume and agree to pay duly and punctually the principal of and interest on the Bonds issued under the Indenture in accordance with the provisions of said Bonds and the Indenture, and shall agree to perform and fulfill all the terms, covenants and conditions of the Indenture binding the Predecessor Company; and

WHEREAS, Section 14.02 of the Indenture provides that, upon the execution by any successor corporation of the supplemental indenture provided for in Section 14.01, such successor corporation shall thereupon succeed to the Predecessor Company with the same effect as if it had been named in the Indenture as the mortgagor company and in the Bonds as the obligor thereon or maker thereof and such supplemental indenture shall be construed as and shall constitute a novation releasing the Predecessor Company, unless its identity is merged into or consolidated with that of the successor corporation, from all liabilities upon or with respect to any of the covenants or agreements contained in the Indenture, but not, however, from its liabilities on the Bonds and the coupons appertaining thereto; and

WHEREAS, Section 14.03 of the Indenture provides that in respect of property owned by the Predecessor Company at the time of any transfer as provided in Section 14.01, and substitutions, replacements, additions, betterments, developments, extensions and enlargements thereto subsequently made, constructed

or acquired, the rights and duties of the successor corporation under the Indenture shall be the same as the rights and duties of the Predecessor Company would have been had such transfer not taken place; and

WHEREAS, Section 14.04 of the Indenture, provides that in respect of property at the time of such transfer owned by the successor corporation and/or of property thereafter acquired by the successor corporation except said substitutions, replacements, additions, betterments, developments, extensions and enlargements to, of or upon the property owned by the Predecessor Company referred to in Section 14.03, the Indenture or the supplemental indenture to be recorded as above provided in Section 14.01 shall not become or be a lien upon any of such property except so much thereof as shall be subjected to the lien of the Indenture by supplemental indenture, duly executed, subject, however, to the provisions of Section 14.01; and

WHEREAS, effective as of 10:03 A.M. Central Time, October 1, 2015, the Predecessor Company will transfer, subject to the lien of the Indenture, the trust estate as, or substantially as, an entirety to the Company (hereinafter sometimes called the “2015 Transfer”) pursuant to a Plan of Merger of Entergy Gulf States Louisiana, LLC and Entergy Gulf States Power, LLC and a Certificate of Merger (hereinafter sometimes collectively called the “2015 Transfer Documents”), pursuant to which, among other things, (1) the trust estate as, or substantially as an entirety, will be allocated to the Company; (2) all of the obligations of the Predecessor Company under the Indenture and the Bonds outstanding thereunder will be allocated to the Company; (3) the identity of the Predecessor Company will not be merged into or consolidated with that of the Company; and (4) the Predecessor Company will not be released from its liabilities on the Bonds outstanding on the effective date of the 2015 Transfer; and

WHEREAS, the Company, as a limited liability company organized under Texas law, is an organization that is similar to a voluntary association or a joint stock company; and

WHEREAS the Company is lawfully entitled to acquire and operate the trust estate under the Indenture; and

WHEREAS the 2015 Transfer is upon such terms as in no respect to impair the lien and security of the Indenture or any of the rights or powers of the Trustee or of the Bondholders under the Indenture; and

WHEREAS, immediately prior to the 2015 Transfer, no property of the Company was subject to a lien or liens which after the 2015 Transfer would be prior to the lien of the Indenture upon such property; and

WHEREAS, pursuant to and in accordance with said Section 14.01 of the Original Indenture, as restated by the Seventh Supplemental Indenture, the Company now desires to execute, and promptly cause to be recorded, a supplemental indenture to and with the Trustee of the tenor aforesaid; and

NOW, THEREFORE, THIS EIGHTY-SECOND SUPPLEMENTAL INDENTURE WITNESSETH:

and confirm unto the Trustee, its successors in trust and assigns, the following property, rights, privileges and franchises hereinafter described, (1) owned by the Predecessor Company at the time of the 2015 Transfer and constituting the trust estate allocated to the Company by the 2015 Transfer Documents or (2) acquired or constructed by the Company after the 2015 Transfer to the extent constituting substitutions, replacements, additions, betterments, developments, extensions or enlargements to, of or upon the trust estate, together in each case with any substitutions, replacements, additions, betterments, developments, extensions and enlargements thereto, thereof or thereupon subsequently made, constructed or acquired by the Company (other than excepted property as hereinafter defined):

CLAUSE I.

All and singular the lands, real estate, chattels real, interests in land, leaseholds, ways, rights of way, grants, easements, servitudes, rights pursuant to ordinances, consents, permits, patents, licenses, lands under water, water and riparian rights, franchises, privileges, immunities, rights to construct, maintain and operate distribution and transmission systems, all other rights and interests, gas, water, steam and electric light, heat and power plants and systems, dams, and dam sites, stations and substations, powerhouses, electric transmission and distribution lines and systems, pipe lines, conduits, towers, poles, wires, cables and all other structures, machinery, engines, boilers, dynamos, motors, transformers, generators, electric and mechanical appliances, office buildings, warehouses, garages, stables, sheds, shops, tunnels, subways, bridges, other buildings and structures, implements, tools and other apparatus, appurtenances and facilities, materials and supplies, and all other property of any nature appertaining to any of the plants, systems, business or operations of the Company, whether or not affixed to the realty, used in the operation of any of the premises or plants or systems, or otherwise, constituting part of the trust estate at the time of the 2015 Transfer or constituting substitutions, replacements, additions, betterments, developments, extensions or enlargements to, of or upon the trust estate (other than excepted property as hereinafter defined); including (but not limited to) all its properties situated in the Cities of Baton Rouge, Jennings and Lake Charles and in the Parishes of Acadia, Allen, Ascension, Beauregard, Calcasieu, Cameron, East Baton Rouge, East Feliciana, Iberia, Iberville, Jefferson Davis, Lafayette, Livingston, Pointe Coupee, St. Helena, St. Landry, St. Martin, St. Tammany, Tangipahoa, Vermilion, Washington, West Baton Rouge and West Feliciana, Louisiana, and vicinity constituting part of the trust estate at the time of the 2015 Transfer or constituting substitutions, replacements, additions, betterments, developments, extensions or enlargements to the trust estate (other than excepted property as hereinafter defined).

CLAUSE II.

All corporate, Federal, State, county (parish), municipal and other permits, consents, licenses, bridge licenses, bridge rights, river permits, franchises, patents, rights pursuant to ordinances, grants, privileges and immunities of every kind and description constituting part of the trust estate at the time of the 2015 Transfer or constituting substitutions, replacements, additions, betterments, developments, extensions or enlargements to, of or upon the trust estate (other than excepted property as hereinafter defined).

CLAUSE III.

Also all other property, real, personal or mixed, tangible or intangible of every kind, character and description, constituting part of the trust estate at the time of the 2015 Transfer or constituting substitutions, replacements, additions, betterments, developments, extensions or enlargements to, of or upon the trust estate (other than excepted property as hereinafter defined), whether or not useful in the generation, manufacture, production, transportation, distribution, sale or supplying of electricity, steam, water or gas.

CLAUSE IV.

PROPERTIES EXCEPTED.

There is, however, expressly excepted and excluded from the lien and operation of this Indenture (1) all "excepted property" as defined and described in Granting Clause VII of the Indenture (omitting from such exception specifically described property thereafter expressly subjected to the lien of the Indenture), (2) all property owned by the Company prior to the 2015 Transfer, and (3) all property acquired by the Company after the 2015 Transfer not constituting substitutions, replacements, additions, betterments, developments, extensions or enlargements to, of or upon the trust estate.

TO HAVE AND TO HOLD the trust estate and all and singular the lands, properties, estates, rights, franchises, privileges and appurtenances hereby mortgaged, hypothecated, conveyed, pledged or assigned, or intended so to be, together with all the appurtenances thereto appertaining and the rents, issues and profits thereof, unto the Trustee and its successors in trust and to its assigns, forever.

SUBJECT, HOWEVER, to the exceptions (except as omitted above in Clause IV hereof), reservations, restrictions, conditions, limitations, covenants and matters recited in Article Twenty of the Indenture, and in each respective Article Three of the Eighth and each consecutive succeeding Supplemental Indenture through the Seventeenth Supplemental Indenture and, likewise, of the Nineteenth through the Thirty‑seventh Supplemental Indentures and, likewise, of the Thirty‑ninth through the Fifty-seventh Supplemental Indentures or contained in any deeds and other instruments whereunder the Company has acquired any of the property now owned by it, to permitted encumbrances as defined in Subsection B of Section 1.07 of the Indenture, and, with respect to any property which the Company may hereafter acquire, to all terms, conditions, agreements, covenants, exceptions and reservations expressed or provided in the deeds or other instruments, respectively, under and by virtue of which the Company shall hereafter acquire the same and to any liens thereon existing, and to any liens for unpaid portions of the purchase money placed thereon, at the time of such acquisition.

BUT, IN TRUST, NEVERTHELESS, for the equal and proportionate use, benefit, security and protection of those who from time to time shall hold the Bonds and coupons, if any, authenticated and delivered under the Indenture and duly issued by the Company, without any discrimination, preference or priority of any one Bond or coupon, if any, over any other by reason of priority in the time of issue, sale or negotiation thereof or otherwise, except as provided in Section 12.28 of the Indenture, so that, subject to said Section 12.28 of the Indenture, each and all of said Bonds and coupons, if any, shall have the same right, lien and privilege under the Indenture and shall be equally secured thereby and shall have the same proportionate interest and share in the trust estate, with the same effect as if all the Bonds and coupons, if any, had been issued, sold and negotiated simultaneously.

AND UPON THE TRUSTS, USES AND PURPOSES and subject to the covenants, agreements and conditions of the Original Indenture as modified and supplemented by previous supplemental indentures and by this Eighty-second Supplemental Indenture.

AND IT IS HEREBY COVENANTED by the Company that all the terms, conditions, provisos, covenants and provisions contained in the Indenture shall affect and apply to the property hereinbefore described and conveyed and to the estate, rights, obligations and duties of the Company and the Trustee and the beneficiaries of the trust with respect to said property, and to the Trustee and its successor as Trustee of said property in the same manner and with the same effect as if the said property had been owned by the Original Company at the time of the execution of the Original Indenture, and had been specifically and at

length described in and conveyed to said Trustee by the Indenture as a part of the property therein stated to be conveyed.

ARTICLE ONE

ASSUMPTION

Section 1.01. The Company does hereby assume and agree to pay duly and punctually the principal of and interest on the Bonds issued under the Indenture in accordance with the provisions of said Bonds and the Indenture, and does hereby agree to perform and fulfill all the terms, covenants and conditions of the Indenture binding the Predecessor Company.

ARTICLE TWO

MISCELLANEOUS

Section 2.01. This Eighty-second Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Original Indenture as supplemented and modified. As heretofore supplemented and modified, and as supplemented hereby, the Original Indenture is in all respects ratified and confirmed, and the Original Indenture, as heretofore supplemented and modified, and this Eighty-second Supplemental Indenture shall be read, taken and construed as one and the same instrument.

Section 2.02. The recitals in this Eighty-second Supplemental Indenture are made by the Company only and not by the Trustee; and all of the provisions contained in the Original Indenture as supplemented and modified, in respect to the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect hereof as fully and with like effect as if set forth herein in full.

Section 2.03. Although this Eighty-second Supplemental Indenture is dated for convenience and for the purpose of reference as of October 1, 2015, the actual date or dates of execution by the Company and by the Trustee are as indicated by their respective acknowledgements hereto annexed.

Section 2.04. In order to facilitate the recording or filing of this Eighty-second Supplemental Indenture, the same may be simultaneously executed in several counterparts and each shall be deemed to be an original and such counterparts shall together constitute one and the same instrument.

Section 2.05. The words “herein”, “hereof”, “hereunder” and other words of similar import refer to this Eighty-second Supplemental Indenture. All other terms used in this Supplemental Indenture shall be taken to have the same meaning as in the Original Indenture and indentures supplemental thereto, except in cases where the context clearly indicates otherwise.

IN TESTIMONY WHEREOF, ENTERGY GULF STATES POWER, LLC has caused these presents to be executed in its name and behalf by its President or a Vice President and its company seal to be hereunto affixed or a facsimile thereof printed hereon and attested by its Secretary or an Assistant Secretary, and THE BANK OF NEW YORK MELLON, in token of its acceptance hereof, has likewise caused these presents to be executed in its name and behalf by one of its Vice Presidents, Senior Associates or Associates and its corporate seal to be hereunto affixed and attested by one of its Vice Presidents, Senior Associates or Associates, each in the presence of the respective undersigned Notaries Public, and of the respective undersigned competent witnesses, as of the day and year first above written.

ENTERGY GULF STATES POWER, LLC

By: /s/ Steven C. McNeal

Steven C. McNeal

Vice President and Treasurer

(COMPANY SEAL)

Attest:

/s/ Dawn A. Balash

Name: Dawn A. Balash

Title: Assistant Secretary

/s/ Jennifer B. Favalora

Name: Jennifer B. Favalora

Notary Public No. 57639

Parish of Jefferson, State of Louisiana

My Commission is for life

Signed in the presence of:

/s/ Leah W. Dawsey

Name: Leah W. Dawsey

/s/ Mary Beth Rose

Name: Mary Beth Rose

THE BANK OF NEW YORK MELLON

By: /s/ Francine Kincaid

Name: Francine Kincaid

Title: Vice President

Attest:

/s/ Thomas Hacker

Name: Thomas Hacker

Title: Vice President

Signed, sealed and delivered by in the presence of:

/s/ Stacey Poindexter

Name: Stacey Poindexter

/s/ Ignazio Tamburello

Name: Ignazio Tamburello

ENTERGY GULF STATES POWER, LLC

United States of America

State of Louisiana, } ss:

Parish of Orleans

I, the undersigned, a Notary Public duly qualified, commissioned, sworn and acting in and for the Parish and State aforesaid, hereby certify that, on this 14th day of September, 2015:

Before me personally appeared STEVEN C. MCNEAL, Vice President and Treasurer, and DAWN A. BALASH, Assistant Secretary, of Entergy Gulf States Power, LLC, both of whom are known to me to be the persons whose names are subscribed to the foregoing instrument and both of whom are known to me to be Vice President and Treasurer, and Assistant Secretary, respectively, of said ENTERGY GULF STATES POWER, LLC, and separately acknowledged to me that they executed the same in the capacities therein stated for the purposes and considerations therein expressed and as the act and deed of ENTERGY GULF STATES POWER, LLC

Before me personally came STEVEN C. MCNEAL, to me known, who being by me duly sworn, did depose and say, that he resides in Mandeville, Louisiana; that he is Vice President and Treasurer of ENTERGY GULF STATES POWER, LLC, one of the parties described in and which executed the above instrument; that he knows the seal of said company; that the seal affixed to or printed on said instrument is such company seal; that it was so affixed by order of the Board of Directors of said company, and that he signed his name thereto by like order.

BE IT REMEMBERED, that before me, and in the presence of Leah W. Dawsey and Mary Beth Rose, competent witnesses, residing in said State, personally came and appeared STEVEN C. MCNEAL and DAWN A. BALASH, Vice President and Treasurer, and Assistant Secretary, respectively, of ENTERGY GULF STATES POWER, LLC, a limited liability company created by and existing under the laws of the State of Texas, with its Louisiana domicile in the City of Baton Rouge, Louisiana, and said STEVEN C. MCNEAL and DAWN A. BALASH declared and acknowledged to me, Notary, in the presence of the witnesses aforesaid, that they signed, executed and sealed the foregoing supplemental indenture for and on behalf of and in the name of ENTERGY GULF STATES POWER, LLC, and have affixed the company seal of said company to the same or caused it to be printed thereon, by and with the authority of the Board of Directors of said company.

GIVEN UNDER MY HAND AND SEAL OF OFFICE this 14th day of September, 2015.

(Notarial Seal)

/s/ Jennifer B. Favalora

Name: Jennifer B. Favalora

Notary Public No. 57639

Parish of Jefferson, State of Louisiana

My Commission is for Life.

STATE OF NEW YORK

} ss.:

COUNTY OF NEW YORK

On the 16th day of September, 2015, before me appeared Francine Kincaid, to me personally known or proved to me on the basis of satisfactory evidence and, who, being by me duly sworn, did say that he is a Vice President of THE BANK OF NEW YORK MELLON, and that the seal affixed to the above instrument is the corporate seal of said entity and that said instrument was signed and sealed in behalf of said entity by authority of its Board of Directors, and said Vice President acknowledged said instrument to be the free act and deed of said entity.

On the 16th day of September, 2015, before me personally came Thomas Hacker, to me known or proved to me on the basis of satisfactory evidence and, who, being by me duly sworn, did depose and say that he resides in New York; that he is a Vice President of THE BANK OF NEW YORK MELLON, one of the entities described in and which executed the above instrument; that he/she knows the seal of said entity; that the seal affixed to said instrument is such seal, that it was so affixed by order of the Board of Directors of said entity, and that he/she signed his/her name thereto by like order.

/s/ Christopher J. Traina

Christopher J. Traina

Notary Public - State of New York

No. 01TR6297825

Qualified in Queens County

My Commission Expires

March 03, 2018

Certified in New York County

Exhibit 4.3

ENTERGY LOUISIANA, LLC

(as successor by merger to Entergy Gulf States Power, LLC)

446 North Boulevard

Baton Rouge, Louisiana 70802

THE BANK OF NEW YORK MELLON

(formerly The Bank of New York, successor to JPMorgan Chase Bank, N.A.)

as Trustee

101 Barclay Street

New York, New York 10286

__________________

Eighty-third Supplemental Indenture

Dated as of October 1, 2015

__________________

Relating to the Merger of Entergy Gulf States Power, LLC

into Entergy Louisiana, LLC (formerly Entergy Louisiana Power, LLC)

__________________

THIS INSTRUMENT GRANTS A SECURITY

INTEREST BY A UTILITY

THIS INSTRUMENT CONTAINS AFTER-ACQUIRED

PROPERTY PROVISIONS

THIS EIGHTY-THIRD SUPPLEMENTAL INDENTURE, dated as of the 1st day of October, 2015, by and between ENTERGY LOUISIANA, LLC (formerly Entergy Louisiana Power, LLC, successor by merger to Entergy Gulf States Power, LLC, a limited liability company (hereinafter sometimes called the “Predecessor Company”) that was successor to Entergy Gulf States Louisiana, LLC, a Texas limited liability company (formerly Entergy Gulf States Louisiana, L.L.C., a Louisiana limited liability company) (hereinafter sometimes called “EGSL”) that was successor by merger to Entergy Gulf States, Inc. (formerly Gulf States Utilities Company), a Texas corporation (hereinafter sometimes called the “Original Company”)), a limited liability company duly organized and existing under the laws of the State of Texas (hereinafter sometimes called the “Company”), party of the first part, and THE BANK OF NEW YORK MELLON (formerly The Bank of New York, successor to JPMorgan Chase Bank, N. A.), a New York banking corporation and having its corporate trust office in the Borough of Manhattan, City and State of New York, as successor trustee under the Indenture of Mortgage and indentures supplemental thereto hereinafter mentioned (hereinafter sometimes called the “Trustee”), party of the second part;

WHEREAS, the name of Central Hanover Bank and Trust Company, successor trustee, as aforesaid, was changed effective June 30, 1951 to “The Hanover Bank”; and

Company thereupon became the duly constituted successor trustee under the Original Indenture, as supplemented and modified as aforesaid; and

WHEREAS, effective July 14, 1996, Chemical Bank, successor trustee, as aforesaid, was duly merged with and its name was duly changed to “The Chase Manhattan Bank”; and

WHEREAS, the name of The Chase Manhattan Bank, successor trustee, as aforesaid, was duly changed effective November 10, 2001 to “JPMorgan Chase Bank”; and

WHEREAS, effective as of December 26, 2007, the Original Company obtained the release from the lien of the Original Indenture, as supplemented and modified of all of its real property located in Texas and substantially all of its personal property located in Texas that was part of the trust estate, together with certain associated rights, privileges and franchises, as well as certain undivided interests in mortgaged property located in Louisiana, as more particularly described in the instruments of partial release filed with respect thereto on or before December 26, 2007; and

WHEREAS, effective as of 4:00 P.M. Central Standard Time, December 31, 2007, the Original Company merged (hereinafter sometimes called the “2007 Merger”) into EGSL pursuant to an Agreement and Plan of Merger and Reorganization of Entergy Gulf States, Inc. into Entergy Gulf States Louisiana, L.L.C. and a Certificate and Articles of Merger (hereinafter sometimes collectively called the “2007 Merger Documents”), pursuant to which, among other things, (1) all of the rights, privileges, franchises, assets, liabilities and obligations of the Original Company were allocated to EGSL; and (2) the identity of the Original Company was merged into that of EGSL; and

WHEREAS, pursuant to Section 14.01 of the Original Indenture, as restated by the Seventh Supplemental Indenture, EGSL and the Trustee executed the Seventy-fifth Supplemental Indenture dated as of December 31, 2007 whereby EGSL assumed and agreed to pay duly and punctually the principal of and interest on the Bonds issued under the Original Indenture, as supplemented and modified, in accordance with the provisions of said Bonds and the Original Indenture, as supplemented and modified, and agreed to perform and fulfill all the terms, covenants and conditions of the Original Indenture, as supplemented and modified, binding the Original Company; and

WHEREAS, pursuant to Section 14.02 of the Original Indenture, as restated by the Seventh Supplemental Indenture, EGSL succeeded to the Original Company under the Original Indenture and all indentures supplemental thereto with the same effect as if it had been named in the Original Indenture, as supplemented and modified, as the mortgagor company and in the Bonds as the obligor thereon or maker thereof; and

WHEREAS, pursuant to Section 14.03 of the Original Indenture, as restated by the Seventh Supplemental Indenture, in respect of property owned by the Original Company at the time of the 2007 Merger as provided in Section 14.01 of the Original Indenture, as restated by the Seventh Supplemental Indenture, and substitutions, replacements, additions, betterments, developments, extensions and enlargements thereto subsequently made, constructed or acquired, the rights and duties of EGSL were the same as the rights and duties of the Original Company would have been had the 2007 Merger not taken place; and

WHEREAS, pursuant to Section 14.04 of the Original Indenture, as restated by the Seventh Supplemental Indenture, in respect of property at the time of the 2007 Merger owned by EGSL and/or of property thereafter acquired by EGSL except said substitutions, replacements, additions, betterments, developments, extensions and enlargements to, of or upon the property owned by the Original Company referred to in Section 14.03 of the Original Indenture, as restated by the Seventh Supplemental Indenture,

the Original Indenture, as supplemented and modified shall not become or be a lien upon any of such property; and

WHEREAS, effective as of March 25, 2008, EGSL obtained the release from the lien of the Original Indenture, as supplemented and modified, of all of the remainder of its property located in Texas that was part of the trust estate, together with certain associated rights, privileges and franchises, as well as certain undivided interests in mortgaged property located in Louisiana, as more particularly described in the instruments of partial release filed with respect thereto on or before March 25, 2008; and

WHEREAS, the name of The Bank of New York, successor trustee, as aforesaid, was duly changed effective July 1, 2008 to “The Bank of New York Mellon”; and

WHEREAS, EGSL has heretofore executed and delivered to The Bank of New York Mellon, as successor trustee, the Seventy-sixth through Eighty-first Supplemental Indentures, supplementing and modifying said Original Indenture; and

WHEREAS, on September 21, 2015, EGSL converted to a Texas limited liability company and changed its name to Entergy Gulf States Louisiana, LLC; and

WHEREAS, effective as of 10:03 A.M. Central Standard Time, October 1, 2015, EGSL transferred (hereinafter sometimes called the “2015 Transfer”), subject to the lien of the Indenture, the trust estate as, or substantially as, an entirety to the Predecessor Company pursuant to an Agreement and Plan of Merger and Reorganization of Entergy Gulf States Louisiana, LLC and Entergy Gulf States Power, LLC and a Certificate of Merger (hereinafter sometimes collectively called the “2015 Transfer Documents”), pursuant to which, among other things, (1) the trust estate as, or substantially as an entirety, was allocated to the Predecessor Company; and (2) all of the obligations of EGSL under the Indenture and the Bonds outstanding thereunder were allocated to the Predecessor Company; and

WHEREAS, pursuant to Section 14.01 of the Original Indenture, as restated by the Seventh Supplemental Indenture, the Predecessor Company and the Trustee executed the Eighty-second Supplemental Indenture dated as of October 1, 2015 whereby the Predecessor Company assumed and agreed to pay duly and punctually the principal of and interest on the Bonds issued under the Original Indenture, as supplemented and modified in accordance with the provisions of said Bonds and the Original Indenture, as supplemented and modified, and agreed to perform and fulfill all the terms, covenants and conditions of the Original Indenture, as supplemented and modified, binding EGSL; and

WHEREAS, pursuant to Section 14.02 of the Original Indenture, as restated by the Seventh Supplemental Indenture, the Predecessor Company succeeded to EGSL under the Original Indenture and all indentures supplemental thereto with the same effect as if it had been named in the Original Indenture, as supplemented and modified, as the mortgagor company and in the Bonds as the obligor thereon or maker thereof; and

WHEREAS, pursuant to Section 14.03 of the Original Indenture, as restated by the Seventh Supplemental Indenture, in respect of property owned by EGSL at the time of the 2015 Transfer as provided in Section 14.01 of the Original Indenture, as restated by the Seventh Supplemental Indenture, and substitutions, replacements, additions, betterments, developments, extensions and enlargements thereto subsequently made, constructed or acquired, the rights and duties of the Predecessor Company were the same as the rights and duties of EGSL would have been had the 2015 Transfer not taken place; and

WHEREAS, pursuant to Section 14.04 of the Original Indenture, as restated by the Seventh Supplemental Indenture, in respect of property at the time of the 2015 Transfer owned by the Predecessor Company and/or of property thereafter acquired by the Predecessor Company except said substitutions, replacements, additions, betterments, developments, extensions and enlargements to, of or upon the property owned by EGSL referred to in Section 14.03 of the Original Indenture, as restated by the Seventh Supplemental

Indenture, the Original Indenture, as supplemented and modified shall not become or be a lien upon any of such property; and

WHEREAS, the Predecessor Company has heretofore executed and delivered to The Bank of New York Mellon, as successor trustee, the Eighty-second Supplemental Indenture, supplementing and modifying said Original Indenture; and

WHEREAS, the Company proposes to further supplement and modify the Original Indenture, as supplemented and modified as aforesaid, by this Eighty-third Supplemental Indenture (the Original Indenture as so supplemented and modified being hereinafter sometimes called the “Indenture”); and

WHEREAS, Section 1.01 of the Indenture provides that the term “corporation” shall also include any voluntary organization, joint stock company, business trust or other similar organization; and

WHEREAS, subject to the provisions thereof, Section 14.01 of the Indenture permits the merger of the Predecessor Company (either singly or with one or more corporations) into or with any corporation lawfully entitled to acquire and operate the trust estate provided that (1) such merger shall be upon such terms as in no respect to impair the lien and security of the Indenture or any of the rights or powers of the Trustee or of the Bondholders thereunder and (2) in case the Predecessor Company shall be merged as aforesaid (either singly or with one or more other corporations) into or with another corporation, the corporation resulting from such merger shall, prior to or contemporaneously with such merger, execute, and promptly cause to be recorded, a supplemental indenture to and with the Trustee, satisfactory to the Trustee, whereby the successor corporation shall assume and agree to pay duly and punctually the principal of and interest on the Bonds issued under the Indenture in accordance with the provisions of said Bonds and the Indenture, and shall agree to perform and fulfill all the terms, covenants and conditions of the Indenture binding the Predecessor Company; and

WHEREAS, Section 14.03 of the Indenture provides that in respect of property owned by the Predecessor Company at the time of any merger as provided in Section 14.01, and substitutions, replacements, additions, betterments, developments, extensions and enlargements thereto subsequently made, constructed or acquired, the rights and duties of the successor corporation under the Indenture shall be the same as the rights and duties of the Predecessor Company would have been had such merger not taken place; and

WHEREAS, Section 14.04 of the Indenture provides that in respect of property at the time of such merger owned by the successor corporation and/or of property thereafter acquired by the successor corporation except said substitutions, replacements, additions, betterments, developments, extensions and enlargements to, of or upon the property owned by the Predecessor Company referred to in Section 14.03, the Indenture or the supplemental indenture to be recorded as above provided in Section 14.01 shall not become or be a lien upon any of such property except so much thereof as shall be subjected to the lien of the Indenture by supplemental indenture, duly executed, subject, however, to the provisions of Section 14.01; and

WHEREAS, effective as of 10:05 A.M. Central Time, October 1, 2015, the Predecessor Company will be merged (hereinafter sometimes called the “2015 Merger”) into the Company pursuant to a Plan of Merger of Entergy Gulf States Power, LLC into Entergy Louisiana Power, LLC and a Certificate of Merger (hereinafter sometimes collectively called the “2015 Merger Documents”), pursuant to which, among other things, (1) all of the rights, privileges, franchises, assets, liabilities and obligations of the Predecessor

Company will be allocated to the Company; and (2) the identity of the Predecessor Company will be merged into that of the Company; and

WHEREAS, effective as of 2:02 P.M. Central Time, October 1, 2015, the Company changed its name to “Entergy Louisiana, LLC”; and

WHEREAS, the Company, as a limited liability company organized under Texas law, is an organization that is similar to a voluntary association or a joint stock company; and

WHEREAS the Company is lawfully entitled to acquire and operate the trust estate under the Indenture; and

WHEREAS the 2015 Merger is upon such terms as in no respect to impair the lien and security of the Indenture or any of the rights or powers of the Trustee or of the Bondholders under the Indenture; and

WHEREAS, immediately prior to the 2015 Merger, no property of the Company was subject to a lien or liens which after the 2015 Merger would be prior to the lien of the Indenture upon such property; and

NOW, THEREFORE, THIS EIGHTY-THIRD SUPPLEMENTAL INDENTURE WITNESSETH:

That in order to secure the payment of the principal of, premium, if any, and interest on, all Bonds at any time issued and outstanding under the Indenture, according to their tenor, purport and effect, and to secure the performance and observance of all the covenants and conditions in said Bonds and in the Indenture contained, and for and in consideration of the premises and of the mutual covenants herein contained, and of the sum of $1 duly paid to the Company by the Trustee, at or before the execution and delivery hereof, and for other valuable consideration, the receipt whereof is hereby acknowledged, the Company has executed and delivered this Eighty-third Supplemental Indenture, and by these presents does grant, bargain, sell, alienate, remise, release, convey, assign, transfer, mortgage, hypothecate, pledge, set over and confirm unto the Trustee, its successors in trust and assigns, the following property, rights, privileges and franchises hereinafter described, (1) owned by the Predecessor Company at the time of the 2015 Merger and constituting the trust estate allocated to the Company by the 2015 Merger Documents or (2) acquired or constructed by the Company after the 2015 Merger to the extent constituting substitutions, replacements, additions, betterments, developments, extensions or enlargements to, of or upon the trust estate, together in each case with any substitutions, replacements, additions, betterments, developments, extensions and enlargements thereto, thereof or thereupon subsequently made, constructed or acquired by the Company (other than excepted property as hereinafter defined):

CLAUSE I.

bridges, other buildings and structures, implements, tools and other apparatus, appurtenances and facilities, materials and supplies, and all other property of any nature appertaining to any of the plants, systems, business or operations of the Company, whether or not affixed to the realty, used in the operation of any of the premises or plants or systems, or otherwise, constituting part of the trust estate at the time of the 2015 Merger or constituting substitutions, replacements, additions, betterments, developments, extensions or enlargements to, of or upon the trust estate (other than excepted property as hereinafter defined); including (but not limited to) all its properties situated in the Cities of Baton Rouge, Jennings and Lake Charles and in the Parishes of Acadia, Allen, Ascension, Beauregard, Calcasieu, Cameron, East Baton Rouge, East Feliciana, Iberia, Iberville, Jefferson Davis, Lafayette, Livingston, Pointe Coupee, St. Helena, St. Landry, St. Martin, St. Tammany, Tangipahoa, Vermilion, Washington, West Baton Rouge and West Feliciana, Louisiana, and vicinity constituting part of the trust estate at the time of the 2015 Merger or constituting substitutions, replacements, additions, betterments, developments, extensions or enlargements to the trust estate (other than excepted property as hereinafter defined).

CLAUSE II.

All corporate, Federal, State, county (parish), municipal and other permits, consents, licenses, bridge licenses, bridge rights, river permits, franchises, patents, rights pursuant to ordinances, grants, privileges and immunities of every kind and description constituting part of the trust estate at the time of the 2015 Merger or constituting substitutions, replacements, additions, betterments, developments, extensions or enlargements to, of or upon the trust estate (other than excepted property as hereinafter defined).

CLAUSE III.

Also all other property, real, personal or mixed, tangible or intangible of every kind, character and description, constituting part of the trust estate at the time of the 2015 Merger or constituting substitutions, replacements, additions, betterments, developments, extensions or enlargements to, of or upon the trust estate (other than excepted property as hereinafter defined), whether or not useful in the generation, manufacture, production, transportation, distribution, sale or supplying of electricity, steam, water or gas.

CLAUSE IV.

PROPERTIES EXCEPTED.

There is, however, expressly excepted and excluded from the lien and operation of this Indenture (1) all "excepted property" as defined and described in Granting Clause VII of the Indenture (omitting from such exception specifically described property thereafter expressly subjected to the lien of the Indenture), (2) all property owned by the Company prior to the 2015 Merger and (3) all property acquired by the Company after the 2015 Merger not constituting substitutions, replacements, additions, betterments, developments, extensions or enlargements to, of or upon the trust estate.

conditions, agreements, covenants, exceptions and reservations expressed or provided in the deeds or other instruments, respectively, under and by virtue of which the Company shall hereafter acquire the same and to any liens thereon existing, and to any liens for unpaid portions of the purchase money placed thereon, at the time of such acquisition.

ARTICLE ONE

ASSUMPTION

ARTICLE TWO

MISCELLANEOUS

Section 2.01. This Eighty-third Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Original Indenture as supplemented and modified. As heretofore supplemented and modified, and as supplemented hereby, the Original Indenture is in all respects ratified and confirmed, and the Original Indenture, as heretofore supplemented and modified, and this Eighty-third Supplemental Indenture shall be read, taken and construed as one and the same instrument.

Section 2.02. The recitals in this Eighty-third Supplemental Indenture are made by the Company only and not by the Trustee; and all of the provisions contained in the Original Indenture as supplemented

and modified, in respect to the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect hereof as fully and with like effect as if set forth herein in full.

Section 2.03. Although this Eighty-third Supplemental Indenture is dated for convenience and for the purpose of reference as of October 1, 2015, the actual date or dates of execution by the Company and by the Trustee are as indicated by their respective acknowledgements hereto annexed.

Section 2.04. In order to facilitate the recording or filing of this Eighty-third Supplemental Indenture, the same may be simultaneously executed in several counterparts and each shall be deemed to be an original and such counterparts shall together constitute one and the same instrument.

Section 2.05. The words “herein”, “hereof”, “hereunder” and other words of similar import refer to this Eighty-third Supplemental Indenture. All other terms used in this Supplemental Indenture shall be taken to have the same meaning as in the Original Indenture and indentures supplemental thereto, except in cases where the context clearly indicates otherwise.

IN TESTIMONY WHEREOF, ENTERGY LOUISIANA, LLC has caused these presents to be executed in its name and behalf by its President or a Vice President and its company seal to be hereunto affixed or a facsimile thereof printed hereon and attested by its Secretary or an Assistant Secretary, and THE BANK OF NEW YORK MELLON, in token of its acceptance hereof, has likewise caused these presents to be executed in its name and behalf by one of its Vice Presidents, Senior Associates or Associates and its corporate seal to be hereunto affixed and attested by one of its Vice Presidents, Senior Associates or Associates, each in the presence of the respective undersigned Notaries Public, and of the respective undersigned competent witnesses, as of the day and year first above written.

ENTERGY LOUISIANA, LLC

By: /s/ Steven C. McNeal

Steven C. McNeal

Vice President and Treasurer

(COMPANY SEAL)

Attest:

/s/ Dawn A. Balash

Name: Dawn A. Balash

Title: Assistant Secretary

/s/ Jennifer B. Favalora

Name: Jennifer B. Favalora

Notary Public No. 57639

Parish of Jefferson, State of Louisiana

My Commission is for life

Signed in the presence of:

/s/ Leah W. Dawsey

Name: Leah W. Dawsey

/s/ Mary Beth Rose

Name: Mary Beth Rose

THE BANK OF NEW YORK MELLON

By: /s/ Francine Kincaid

Name: Francine Kincaid

Title: Vice President

Attest:

/s/ Thomas Hacker

Name: Thomas Hacker

Title: Vice President

Signed, sealed and delivered by in the presence of:

/s/ Stacey Poindexter

Name: Stacey Poindexter

/s/ Ignazio Tamburello

Name: Ignazio Tamburello

ENTERGY LOUISIANA, LLC

United States of America

State of Louisiana, }ss:

Parish of Orleans

I, the undersigned, a Notary Public duly qualified, commissioned, sworn and acting in and for the Parish and State aforesaid, hereby certify that, on this 14th day of September, 2015:

Before me personally appeared STEVEN C. MCNEAL, Vice President and Treasurer, and DAWN A. BALASH, Assistant Secretary, of Entergy Louisiana, LLC, both of whom are known to me to be the persons whose names are subscribed to the foregoing instrument and both of whom are known to me to be Vice President and Treasurer, and Assistant Secretary, respectively, of said ENTERGY LOUISIANA, LLC, and separately acknowledged to me that they executed the same in the capacities therein stated for the purposes and considerations therein expressed and as the act and deed of ENTERGY LOUISIANA, LLC.

Before me personally came STEVEN C. MCNEAL, to me known, who being by me duly sworn, did depose and say, that he resides in Mandeville, Louisiana; that he is Vice President and Treasurer of ENTERGY LOUISIANA, LLC, one of the parties described in and which executed the above instrument; that he knows the seal of said company; that the seal affixed to or printed on said instrument is such company seal; that it was so affixed by order of the Board of Directors of said company, and that he signed his name thereto by like order.

BE IT REMEMBERED, that before me, and in the presence of Leah W. Dawsey and Mary Beth Rose, competent witnesses, residing in said State, personally came and appeared STEVEN C. MCNEAL and DAWN A. BALASH, Vice President and Treasurer, and Assistant Secretary, respectively, of ENTERGY LOUISIANA, LLC, a limited liability company created by and existing under the laws of the State of Texas, with its Louisiana domicile in the City of Baton Rouge, Louisiana, and said STEVEN C. MCNEAL and DAWN A. BALASH declared and acknowledged to me, Notary, in the presence of the witnesses aforesaid, that they signed, executed and sealed the foregoing supplemental indenture for and on behalf of and in the name of ENTERGY LOUISIANA, LLC, and have affixed the company seal of said company to the same or caused it to be printed thereon, by and with the authority of the Board of Directors of said company.

GIVEN UNDER MY HAND AND SEAL OF OFFICE this 14th day of September, 2015.

(Notarial Seal)

/s/ Jennifer B. Favalora

Name: Jennifer B. Favalora

Notary Public No. 57639

Parish of Jefferson, State of Louisiana

My Commission is for Life.

STATE OF NEW YORK

} ss.:

COUNTY OF NEW YORK

On the 16th day of September, 2015, before me personally came Thomas Hacker, to me known or proved to me on the basis of satisfactory evidence and, who, being by me duly sworn, did depose and say that he resides in New York; that he is a Vice President of THE BANK OF NEW YORK MELLON, one of the entities described in and which executed the above instrument; that he/she knows the seal of said entity; that the seal affixed to said instrument is such seal, that it was so affixed by order of the Board of Directors of said entity, and that he/she signed his/her name thereto by like order.

/s/ Christopher J. Traina

Christopher J. Traina

Notary Public - State of New York

No. 01TR6297825

Qualified in Queens County

My Commission Expires

March 03, 2018

Certified in New York County

Exhibit 4.4

EXECUTION COPY

U.S. $350,000,000

AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of August 14, 2015

Among

ENTERGY LOUISIANA, LLC

ENTERGY GULF STATES LOUISIANA, L.L.C.

as Borrowers

THE BANKS NAMED HEREIN

as Banks

CITIBANK, N.A.

as Administrative Agent and LC Issuing Bank

JPMORGAN CHASE BANK, N.A.

WELLS FARGO BANK, NATIONAL ASSOCIATION

BNP PARIBAS

MIZUHO BANK, LTD.

THE BANK OF NOVA SCOTIA

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

as LC Issuing Banks

and

the other LC Issuing Banks

from time to time parties hereto



CITIGROUP GLOBAL MARKETS INC. J.P. MORGAN SECURITIES LLC WELLS FARGO SECURITIES, LLC	BNP PARIBAS MIZUHO BANK, LTD. THE BANK OF NOVA SCOTIA THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

Joint Lead Arrangers



JPMORGAN CHASE BANK, N.A. WELLS FARGO BANK, NATIONAL ASSOCIATION Syndication Agents	BNP PARIBAS MIZUHO BANK, LTD. THE BANK OF NOVA SCOTIA THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. Documentation Agents

AMENDED AND RESTATED CREDIT AGREEMENT

AMENDED AND RESTATED CREDIT AGREEMENT , dated as of August 14, 2015, among ENTERGY LOUISIANA, LLC, a Texas limited liability company (“ ELL ”), ENTERGY GULF STATES LOUISIANA, L.L.C., a Louisiana limited liability company (“ EGSL ”), as the Borrowers, the banks and other financial institutions (the “ Banks ”) listed on the signature pages hereof, Citibank, N.A. (“ Citibank ”), as administrative agent (the “ Administrative Agent ”) for the Lenders (as defined below) hereunder and as LC Issuing Bank (as defined below), JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association, BNP Paribas, Mizuho Bank, Ltd., The Bank of Nova Scotia and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as LC Issuing Banks, and the other LC Issuing Banks parties hereto from time to time.

PRELIMINARY STATEMENTS

(1) ELL has requested that the Lenders and the LC Issuing Banks agree, on the terms and conditions set forth herein, to amend and restate in its entirety the Credit Agreement, dated as of March 9, 2012 and as amended prior to the date hereof (the “ Existing ELL Credit Agreement ”), among ELL, as the borrower, the lenders and letter-of-credit issuers party thereto and Citibank, as administrative agent. EGSL has requested that the Lenders and the LC Issuing Banks agree, on the terms and conditions set forth herein, to amend and restate in its entirety the Credit Agreement, dated as of March 9, 2012 and as amended prior to the date hereof (the “ Existing EGSL Credit Agreement ”, and together with the Existing ELL Credit Agreement, the “ Existing Credit Agreements ”), among EGSL, as the borrower, the lenders and letter-of-credit issuers party thereto and Citibank, as administrative agent.

(2) The Lenders and the LC Issuing Banks have indicated their willingness to amend and restate the Existing Credit Agreements on the terms and conditions of this Agreement.

NOW , THEREFORE , in consideration of the premises, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01. Certain Defined Terms.

As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“ Additional Commitment Lender ” has the meaning specified in Section 2.18(d).

“ Administrative Agent ” has the meaning specified in the preamble hereto.

“ Advance ” means an advance by a Lender to a Borrower as part of a Borrowing and refers to a Base Rate Advance or a Eurodollar Rate Advance, each of which shall be a “ Type ” of Advance.

“ Affiliate ” means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person or is a director or officer of such Person.

“ Agent Parties ” has the meaning specified in Section 8.11(c).

“ Agent’s Account ” means the account of the Administrative Agent designated from time to time in a written notice to the Lenders and the Borrowers as the account to which the Lenders and the Borrowers are to make payments under this Agreement.

“ Agreement ” means the Existing Credit Agreements, as amended and restated by this Amended and Restated Credit Agreement, as further amended, supplemented or modified from time to time.

“ Algiers Assets ” means the assets that currently support the provision of service to ELL’s customers in Algiers in Orleans Parish in the State of Louisiana, which assets are expected to be transferred to Entergy New Orleans, Inc., as described under the caption entitled “Entergy Louisiana and Entergy Gulf States Louisiana Business Combination” and the caption entitled “Algiers Asset Transfer (Entergy Louisiana and Entergy New Orleans)” in the December 2014 10-K.

“ Anniversary Date ” has the meaning specified in Section 2.18(a).

“ Anti-Corruption Laws ” means all laws, rules, and regulations of any jurisdiction applicable to any Borrower or its Subsidiaries from time to time concerning or relating to bribery, money laundering or corruption.

“ Applicable Lending Office ” means, with respect to each Lender, such Lender’s Domestic Lending Office in the case of a Base Rate Advance and such Lender’s Eurodollar Lending Office in the case of a Eurodollar Rate Advance

“ Applicable Margin ” means, (i) for any Base Rate Advance made to any Borrower, the Base Rate Margin interest rate per annum set forth below in the column identified by the applicable Senior Debt Rating Level for such Borrower, and (ii) for any Eurodollar Rate Advance made to any Borrower, the Eurodollar Margin interest rate per annum set forth below in the column identified by the applicable Senior Debt Rating Level for such Borrower.



Senior Debt Rating Level	Level 1	Level 2	Level 3	Level 4	Level 5
Interest Rate Per Annum
Eurodollar Margin	1.000%	1.125%	1.250%	1.500%	1.750%
Base Rate Margin	0.000%	0.125%	0.250%	0.500%	0.750%

Any change in the Applicable Margin will be effective as of the date on which S&P or Moody’s, as the case may be, announces the applicable change in any rating that results in a change in the Senior Debt Rating Level for such Borrower.

“ Approved Fund ” means any Fund that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers or manages a Lender.

“ Assignee Lender ” has the meaning specified in Section 8.20.

“ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an Eligible Assignee, and accepted by the Administrative Agent, in substantially the form of Exhibit B hereto.

“ Assignor Lender ” has the meaning specified in Section 8.20.

“ Banks ” has the meaning specified in the preamble hereto.

“ Base Rate ” means, for any period, a fluctuating interest rate per annum at all times equal to the highest of:

(i) the rate of interest announced publicly by Citibank in New York, New York, from time to time, as Citibank’s base rate;

(ii) 1/2 of 1% per annum above the Federal Funds Rate in effect from time to time; and

(iii) the rate of interest per annum equal to the Eurodollar Rate as determined on such day (or if such day is not a Business Day, on the next preceding Business Day) that would be applicable to a Eurodollar Rate Advance having an Interest Period of one month, plus 1%.

“ Base Rate Advance ” means an Advance that bears interest as provided in Section 2.07(a).

“ Borrower Assumption Agreement ” means an assumption agreement in substantially the form of Exhibit F hereto or any other form approved by the Administrative Agent.

“ Borrower LC Sublimit ” means, as to any Borrower, the amount set forth opposite such Borrower’s name below, as modified from time to time pursuant to Section 2.05; provided , however , that upon the effectiveness of the Sole Borrower Transaction, the Borrower LC Sublimit applicable to the Sole Borrower shall be the LC Commitment Amount as in effect from time to time.



Borrower	Borrower LC Sublimit
ELL	$100,000,000
EGSL	$75,000,000

“ Borrower Sublimit ” means, as to any Borrower, the amount set forth opposite such Borrower’s name below, as modified from time to time pursuant to Section 2.05; provided , however , that upon the effectiveness of the Sole Borrower Transaction, the Borrower Sublimit applicable to the Sole Borrower shall be the total amount of the Commitments as in effect from time to time.



Borrower	Borrower Sublimit
ELL	$200,000,000
EGSL	$150,000,000

“ Borrowers ” means ELL and EGSL (or, in each case, upon the effectiveness of the corresponding Resulting Borrower Transaction, the Resulting Borrower that replaces such existing Borrower); provided that, upon the effectiveness of the Sole Borrower Transaction, the “ Borrowers ” shall mean the Sole Borrower.

“ Borrower Extension Notice Date ” has the meaning specified in Section 2.18(a).

“ Borrowing ” means a borrowing consisting of simultaneous Advances of the same Type made by each of the Lenders pursuant to Section 2.01 or Converted pursuant to Section 2.09 or 2.10.

“ Business Combination ” means the series of transactions undertaken in connection with the combination of ELL and EGSL into a single public utility, as described under the caption entitled “Entergy Louisiana and Entergy Gulf States Louisiana Business Combination” in the Borrowers’ Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (the “ December 2014 10-K ”). For the avoidance of doubt, the definition of “Business Combination” shall not include transactions disclosed in filings that are publicly available after the December 2014 10-K, except and solely to the extent such disclosures are to reflect the consummation of any of the transactions set forth under the caption entitled “Entergy Louisiana and Entergy Gulf States Louisiana Business Combination” in the December 2014 10-K.

“ Business Day ” means a day of the year on which banks are not required or authorized to close in New York City and, if the applicable Business Day relates to any Eurodollar Rate Advances, on which dealings are carried on in the London interbank market.

“ Capitalization ” means, as of any date of determination, with respect to any Borrower and its Subsidiaries determined on a consolidated basis, an amount equal to the sum of (i) the total principal amount of all Debt of such Borrower and its Subsidiaries outstanding on such date, (ii) the Consolidated Net Worth of such Borrower and its Subsidiaries as of such date and (iii) to the extent not otherwise included in Capitalization, all preferred stock and other preferred securities of such Borrower and its Subsidiaries, including preferred or preference securities issued by any subsidiary trust, outstanding on such date.

“ Cash Collateral Account ” has the meaning specified in Section 6.03.

“ Cash Collateralize ” means, in respect of an obligation, provide and pledge (as a first priority perfected security interest) cash collateral in United States dollars at a location and pursuant to documentation in form and substance satisfactory to the Administrative Agent and the LC Issuing Banks (and “ Cash Collateralization ” has a corresponding meaning).

“ Change in Law ” means the occurrence, after the date of this Agreement, of any of the following: (i) the adoption or taking effect of any law, rule, regulation or treaty, (ii) any change (other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve Percentage) in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Body or (iii) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Body; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“ Charges ” has the meaning specified in Section 8.18.

“ Citibank ” has the meaning specified in the preamble hereto.

“ Code ” means the Internal Revenue Code of 1986, as the same may be amended from time to time, and the regulations promulgated and rulings issued thereunder, each as amended or modified from time to time.

“ Commitment ” has the meaning specified in Section 2.01.

“ Commitment Fee ” has the meaning specified in Section 2.04(a).

“ Common Equity ” means the stock, shares or other ownership interests in the issuer thereof howsoever evidenced (including, without limitation, limited liability company member interests) that have ordinary voting power for the election of directors, managers or trustees (or other persons performing similar functions) of the issuer, as applicable, provided that Preferred Equity, even if it has such ordinary voting power, shall not be Common Equity.

“ Communication ” has the meaning specified in Section 8.11(a).

“ Connection Income Taxes ” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“ Consolidated Net Worth ” means, with respect to any Borrower and its Subsidiaries at any date of determination, the sum of the capital stock (excluding treasury stock and capital stock subscribed for and unissued) and surplus (including earned surplus, capital surplus and the balance of the current profit and loss account not transferred to surplus) accounts of such Borrower and its Subsidiaries appearing on a consolidated balance sheet of such Borrower and its Subsidiaries prepared as of the date of determination in accordance with GAAP, after eliminating all intercompany transactions and all amounts properly attributable to minority interests, if any, in such capital stock and surplus of Subsidiaries.

“ Convert ”, “ Conversion ” and “ Converted ” each refers to a conversion of Advances of one Type into Advances of another Type or the selection of a new, or the renewal of the same, Interest Period for Eurodollar Rate Advances pursuant to Section 2.09 or 2.10.

“ Credit Parties ” means the Administrative Agent, the LC Issuing Banks and the Lenders.

“ Debt ” of any Person means (without duplication) all liabilities, obligations and indebtedness (whether contingent or otherwise) of such Person (i) for borrowed money or evidenced by bonds, debentures, notes, or other similar instruments, (ii) to pay the deferred purchase price of property or services (other than such obligations incurred in the ordinary course of business on customary trade terms, provided that such obligations are not more than 30 days past due), (iii) as lessee under leases which shall have been or should be, in accordance with GAAP, recorded as capital leases, (iv) under reimbursement agreements or similar agreements with respect to the issuance of letters of credit (other than obligations in respect of letters of credit opened to provide for the payment of goods or services purchased in the ordinary course of business) and (v) under any Guaranty Obligations.

“ Debtor Relief Laws ” means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors,

moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

“ December 2014 10-K ” has the meaning specified in the definition of “Business Combination”.

“ Defaulting Lender ” means at any time, subject to Section 2.19(f), (i) any Lender that has failed, for two or more Business Days from the date required to be funded or paid, to (A) fund any portion of its Advances, (B) fund any portion of its participations in Letters of Credit or (C) pay over to any Credit Party any other amount required to be paid by it hereunder (each, a “ funding obligation ”), unless, in the case of clause (A) above, such Lender notifies the Administrative Agent and the Borrowers in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding has not been satisfied (which conditions precedent, together with the applicable default, if any, will be specifically identified in such writing), (ii) any Lender that has notified the Administrative Agent, any Borrower or any LC Issuing Bank in writing, or has stated publicly, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or statement states that such position is based on such Lender’s determination that one or more conditions precedent to funding cannot be satisfied (which conditions precedent, together with the applicable default, if any, will be specifically identified in such writing or public statement), (iii) any Lender that has defaulted generally on its funding obligations under other loan agreements, credit agreements and other similar agreements, (iv) any Lender that has, for three or more Business Days after written request by the Administrative Agent, any Borrower or any LC Issuing Bank, failed to confirm in writing to the Administrative Agent, such Borrower and such LC Issuing Bank that it will comply with its prospective funding obligations hereunder ( provided that such Lender will cease to be a Defaulting Lender pursuant to this clause (iv) upon the Administrative Agent’s, such Borrower’s and such LC Issuing Bank’s receipt of such written confirmation), or (v) any Lender with respect to which a Lender Insolvency Event has occurred and is continuing with respect to such Lender or its Lender Parent ( provided , in each case of the foregoing clauses, that neither the reallocation of funding obligations provided for in Section 2.19(b) hereof as a result of a Lender’s being a Defaulting Lender nor the performance by Non-Defaulting Lenders of such reallocated funding obligations will by themselves cause the relevant Defaulting Lender to become a Non-Defaulting Lender). Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any of clauses (i) through (v) above will be conclusive and binding absent manifest error, and such Lender will be deemed to be a Defaulting Lender (subject to Section 2.19(f) hereof) upon notification of such determination by the Administrative Agent to the Borrowers, the LC Issuing Banks and the Lenders.

“ Departing Lender ” means each “Lender” under an Existing Credit Agreement that is not continuing as a Bank under this Agreement upon the effectiveness of this Agreement on the Restatement Effective Date.

“ Disclosure Documents ” means (i) with respect to ELL, such Borrower’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, Quarterly Reports on Form 10-Q for the quarters ended March 31, 2015 and June 30, 2015 and Current Reports on Form 8-K filed in 2015 prior to the Restatement Effective Date, (ii) with respect to EGSL, such Borrower’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, Quarterly Reports on Form 10-Q for the quarters ended March 31, 2015 and June 30, 2015 and Current Reports on Form 8-K filed in 2015 prior to the Restatement Effective Date, and (iii) with respect to the Sole Borrower, all of the reports described in clauses (i) and (ii) hereof.

“ Domestic Lending Office ” means, with respect to any Lender, the office of such Lender specified as its “Domestic Lending Office” opposite its name on Schedule I hereto or in the Assignment and Assumption pursuant to which it became a Lender, or such other office of such Lender as such Lender may from time to time specify in writing to the Borrowers and the Administrative Agent.

“ EDGAR ” means the “Electronic Data Gathering, Analysis and Retrieval” system (or any successor system thereof) maintained by the SEC.

“ EGSL ” has the meaning specified in the preamble hereto.

“ Eligible Assignee ” means any Person that meets the requirements to be an assignee under Section 8.07(b)(iii), (v) and (vi) (subject to such consents, if any, as may be required under Section 8.07(b)(iii)).

“ Eligible Securitization Bonds ” means securities, however denominated, that are issued by any direct or indirect Subsidiary of a Borrower or any other Person under which recourse is limited to assets that are primarily rights to collect charges that are authorized by law (including, without limitation, pursuant to any order of any governmental authority authorized by law to regulate public utilities) to be invoiced to customers of such Borrower.

“ ELL ” has the meaning specified in the preamble hereto.

“ Entergy Arkansas ” means Entergy Arkansas, Inc., an Arkansas corporation, or its successors and permitted assigns.

“ Entergy Texas ” means Entergy Texas, Inc., a Texas corporation, or its successors and permitted assigns.

“ Environmental Laws ” means any federal, state or local laws, ordinances or codes, rules, orders, or regulations relating to pollution or protection of the environment, including, without limitation, laws relating to hazardous substances, laws relating to reclamation of land and waterways and laws relating to emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes into the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollution, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder, each as amended and modified from time to time.

“ ERISA Affiliate ” of a Person or entity means any Person, trade or business (whether or not incorporated) that is a member of a group of which such Person or entity is a member and that is under common control with such Person or entity within the meaning of, or that would otherwise be aggregated with such Person or entity under, Section 414 of the Code.

“ ERISA Plan ” means an employee benefit plan maintained for employees of any Person or any ERISA Affiliate of such Person subject to Title IV of ERISA (other than a Multiemployer Plan).

“ ERISA Termination Event ” means (i) a Reportable Event described in Section 4043 of ERISA and the regulations issued thereunder (other than a Reportable Event not subject to the provision for 30-day notice to PBGC), or (ii) the withdrawal of any Borrower or any of its ERISA Affiliates from an ERISA Plan during a plan year in which such Borrower or any of its ERISA Affiliates was a “substantial employer” as defined in Section 4001(a)(2) of ERISA, or (iii) the filing of a notice of intent to terminate an ERISA Plan or the treatment of an ERISA Plan amendment as a termination under Section 4041 of ERISA, or (iv) the institution of proceedings to terminate an ERISA Plan by the PBGC or to appoint a trustee to administer any ERISA Plan, or (v) any other event or condition that would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any ERISA Plan.

“ Eurocurrency Liabilities ” has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“ Eurodollar Lending Office ” means, with respect to any Lender, the office of such Lender specified as its “Eurodollar Lending Office” opposite its name on Schedule I hereto or in the Assignment and Assumption pursuant to which it became a Lender (or, if no such office is specified, its Domestic Lending Office), or such other office of such Lender as such Lender may from time to time specify in writing to the Borrowers and the Administrative Agent.

“ Eurodollar Rate ” means, for any Interest Period for each Eurodollar Rate Advance made as part of the same Borrowing, the London interbank offered rate (rounded upward to the nearest 1/16 ^th of 1%) as administered by ICE Benchmark Administration Limited (or any other Person that takes over the administration of such rate) for deposits in immediately available funds in United States dollars for a period equal in length to such Interest Period as displayed on page LIBOR01 of the Reuters screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute Reuters page or screen that displays such rate, or on the appropriate page or screen of such other comparable information service that publishes such rate from time to time as selected by the Administrative Agent in its discretion) (in each case, the “ Screen Rate ”) at approximately 11:00 A.M. (London time) two Business Days before the first day of such Interest Period, provided , that if the Screen Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

“ Eurodollar Rate Advance ” means an Advance that bears interest as provided in Section 2.07(b).

“ Eurodollar Rate Reserve Percentage ” of any Lender for the Interest Period for any Eurodollar Rate Advance means the reserve percentage applicable during such Interest Period (or if more than one such percentage shall be so applicable, the daily average of such percentages for those days in such Interest Period during which any such percentage shall be so applicable) under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for such Lender with respect to liabilities or assets consisting of or including Eurocurrency Liabilities having a term equal to such Interest Period.

“ Events of Default ” has the meaning specified in Section 6.01.

“ Excluded Taxes ” means any of the following Taxes imposed on or with respect to a Credit Party or required to be withheld or deducted from a payment to a Credit Party, (i) Taxes

imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (A) imposed as a result of such Credit Party being organized under the laws of, or having its principal office or, in the case of any Lender, its Applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (B) that are Other Connection Taxes, (ii) in the case of a Lender (which for purposes of this clause (ii) shall include any LC Issuing Bank), U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in an Advance or Commitment pursuant to a law in effect on the date on which (A) such Lender acquires such interest in the Advance or Commitment (other than pursuant to an assignment requested by any Borrower under Section 8.07(e)) or (B) such Lender changes its Applicable Lending Office, except in each case to the extent that, pursuant to Section 2.15, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Applicable Lending Office, (iii) Taxes attributable to such Credit Party’s failure to comply with Section 2.15(g) and (iv) any U.S. federal withholding Taxes imposed under FATCA.

“ Existing Credit Agreements ” has the meaning specified in the preliminary statements hereto.

“ Existing EGSL Credit Agreement ” has the meaning specified in the preliminary statements hereto.

“ Existing ELL Credit Agreement ” has the meaning specified in the preliminary statements hereto.

“ Existing Termination Date ” has the meaning specified in Section 2.18(a).

“ Extension of Credit ” means (i) the disbursement of the proceeds of any Borrowing and (ii) the issuance of a Letter of Credit or the amendment of any Letter of Credit having the effect of extending the stated termination date thereof or increasing the maximum amount available to be drawn thereunder.

“ Extension Date ” has the meaning specified in Section 2.18(d).

“ FATCA ” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code, and any intergovernmental agreement entered into in connection with such sections of the Code and any legislation, law, regulation or practice enacted or promulgated pursuant to such intergovernmental agreement.

“ Federal Funds Rate ” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“ Fee Letters ” means (i) the letter agreement, dated as of July 17, 2015, among the Parent, Entergy Arkansas, the Borrowers, Entergy Texas and Citibank, (ii) the letter agreement, dated as of July 17, 2015, among the Parent, Entergy Arkansas, the Borrowers, Entergy Texas, Citigroup Global Markets Inc., Citibank, J.P. Morgan Securities LLC, JPMorgan Chase Bank, N.A., Wells Fargo Securities, LLC and Wells Fargo Bank, National Association, (iii) the letter agreement, dated as of July 17, 2015, among the Parent, Entergy Arkansas, the Borrowers, Entergy Texas and BNP Paribas, (iv) the letter agreement, dated as of July 17, 2015, among the Parent, Entergy Arkansas, the Borrowers, Entergy Texas and Mizuho Bank, Ltd., (v) the letter agreement, dated as of July 17, 2015, among the Parent, Entergy Arkansas, the Borrowers, Entergy Texas and The Bank of Tokyo-Mitsubishi UFJ, Ltd., (vi) the letter agreement, dated as of July 17, 2015, among the Parent, Entergy Arkansas, the Borrowers, Entergy Texas and The Bank of Nova Scotia, and (vii) each LC Issuing Bank Fee Letter entered into by the Borrowers and an LC Issuing Bank from time to time, in the case of each of the preceding clauses, as amended, modified and supplemented from time to time.

“ FERC Authorizations ” means (i) with respect to ELL, the authorization of the Federal Energy Regulatory Commission granted to such Borrower in docket number ES13-46-000 issued October 31, 2013 and effective as of November 1, 2013, as amended by an order in docket number ES13-46-001 issued November 13, 2014 and effective November 13, 2014, (ii) with respect to EGSL, the authorization of the Federal Energy Regulatory Commission in docket number ES13-45-000 granted to such Borrower issued October 31, 2013 and effective as of November 1, 2013, and (iii) with respect to the Sole Borrower, the authorization of the Federal Energy Regulatory Commission in docket number ES15-11-000 dated as of June 5, 2015 and effective as of the date the Sole Borrower becomes a public utility under the Federal Power Act.

“ Foreign Lender ” means a Lender that is not a U.S. Person.

“ Fraction ” means, for any Borrower at any time, a fraction, the numerator of which shall be the Borrower Sublimit of such Borrower at such time, and the denominator of which shall be the sum of the Borrower Sublimits of all Borrowers at such time.

“ Fronting Commitment ” means, with respect to any LC Issuing Bank, the aggregate stated amount of all Letters of Credit that such LC Issuing Bank agrees to issue, as modified from time to time pursuant to an agreement signed by such LC Issuing Bank. With respect to each Lender that is an LC Issuing Bank on the Restatement Effective Date, such LC Issuing Bank’s Fronting Commitment shall be such LC Issuing Bank’s “Fronting Commitment” listed on Schedule III, and (ii) with respect to any Lender that becomes an LC Issuing Bank after the Restatement Effective Date, such Lender’s Fronting Commitment shall equal the amount agreed between the Borrowers and such Lender at the time that such Lender becomes an LC Issuing Bank, in each case, as such Fronting Commitment may be modified in accordance with the terms of this Agreement.

“ Fronting Fee ” has the meaning specified in Section 2.04(c).

“ Fund ” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course of its activities.

“ GAAP ” means generally accepted accounting principles in the United States consistent with those applied in the preparation of the financial statements referred to in Section 4.01(e) hereof.

“ Governmental Body ” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“ Granting Lender ” has the meaning specified in Section 8.07(g).

“ Guaranty Obligations ” means direct or indirect guaranties in respect of, and obligations to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, Debt of any Person, including, without limitation, Support Obligations.

“ Hybrid Securities ” means (i) debt or preferred or preference equity securities (however designated or denominated) of any Borrower or any of its Subsidiaries that are mandatorily convertible into Common Equity or Preferred Equity of such Borrower or any of its Subsidiaries, provided that such securities do not constitute Mandatorily Redeemable Stock, (ii) securities of any Borrower or any of its Subsidiaries that (A) are afforded equity treatment (whether full or partial) by S&P or Moody’s at the time of issuance, and (B) require no repayments or prepayments and no mandatory redemptions or repurchases, in each case, prior to 91 days after the Termination Date, (iii) any other securities (however designated or denominated), that are (A) issued by any Borrower or any of its Subsidiaries, (B) not subject to mandatory redemption or mandatory prepayment, and (C) together with any guaranty thereof, subordinate in right of payment to the unsecured and unsubordinated indebtedness (other than trade liabilities incurred in the ordinary course of business and payable in accordance with customary terms) of the issuer of such securities or guaranty and (iv) QUIPS.

“ ICC ” has the meaning specified in Section 2.03(j).

“ ICC Rule ” has the meaning specified in Section 2.03(j).

“ Indemnified Person ” has the meaning specified in Section 8.04(c).

“ Indemnified Taxes ” means (i) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Borrower under any Loan Document and (ii) to the extent not otherwise described in (i), Other Taxes.

“ Interest Period ” means, for each Advance made to any Borrower as part of the same Borrowing, the period commencing on the date of such Advance or the date of the Conversion of any Advance into such an Advance and ending on the last day of the period selected by such Borrower pursuant to the provisions below and, thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by such Borrower pursuant to the provisions below. The duration of each such Interest Period shall be 1, 2, 3 or 6 months (or any other period acceptable to all the Lenders) in the case of a Eurodollar Rate Advance, as the applicable Borrower may, upon notice received

by the Administrative Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the first day of such Interest Period, select; provided , however , that:

(i) no Borrower may select any Interest Period that ends after the earliest of the then-scheduled Termination Date applicable to the Commitments of all the Lenders;

(ii) Interest Periods commencing on the same date for Advances made as part of the same Borrowing shall be of the same duration; and

(iii) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided , in the case of any Interest Period for a Eurodollar Rate Advance, that if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day.

“ ISP ” has the meaning specified in Section 2.03(j).

“ LC Commitment Amount ” means $175,000,000 as the same may be reduced permanently from time to time pursuant to Section 2.05.

“ LC Fee ” has the meaning specified in Section 2.04(b).

“ LC Issuing Bank ” means Citibank, JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association, BNP Paribas, Mizuho Bank, Ltd., The Bank of Nova Scotia and The Bank of Tokyo-Mitsubishi UFJ, Ltd. and each other consenting Lender or Affiliate thereof that may be appointed from time to time by the Borrowers to issue Letters of Credit under this Agreement and that is reasonably acceptable to the Administrative Agent.

“ LC Issuing Bank Fee Letters ” means the letter agreements between the Borrowers and each LC Issuing Bank, in form and substance satisfactory to such LC Issuing Bank, concerning fees payable by the Borrowers to such LC Issuing Bank for its own account, in each case, as amended, modified and supplemented from time to time.

“ LC Outstandings ” on any date of determination means, (i) collectively hereunder, the sum of the undrawn stated amounts of all Letters of Credit that are outstanding on such date plus the aggregate principal amount of all unpaid reimbursement obligations of the Borrowers on such date with respect to payments made by the LC Issuing Banks under Letters of Credit, or (ii) individually, for the account of any Borrower, the sum of the undrawn stated amounts of all Letters of Credit issued for the account of such Borrower that are outstanding on such date plus the aggregate principal amount of all unpaid reimbursement obligations of such Borrower on such date with respect to payments made by the LC Issuing Banks under such Letters of Credit. The LC Outstandings with respect to any Lender shall equal such Lender’s Percentage of the sum in clause (i) of the immediately preceding sentence.

“ LC Payment Notice ” has the meaning specified in Section 2.03(d).

“ Lender Extension Notice Date ” has the meaning specified in Section 2.18(b).

“ Lender Insolvency Event ” means that (i) a Lender or its Lender Parent is insolvent, or is generally unable to pay its debts as they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit of its creditors, or (ii) a Lender or its Lender Parent is the subject of a bankruptcy, insolvency, reorganization, liquidation or similar proceeding, or a receiver, trustee, conservator, intervenor or sequestrator

or the like has been appointed for such Lender or its Lender Parent, or such Lender or its Lender Parent has taken any action in furtherance of or indicating its consent to or acquiescence in any such proceeding or appointment; provided that, a Lender Insolvency Event shall not be deemed to have occurred solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Body so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Body) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

“ Lender Parent ” means, with respect to a Lender, the bank holding company (as defined in Federal Reserve Board Regulation Y), if any, of such Lender, and/or any Person owning, beneficially or of record, directly or indirectly, a majority of the shares of such Lender.

“ Lenders ” means the Banks listed on the signature pages hereof and each Person that shall become a party hereto pursuant to Section 8.07.

“ Letter of Credit ” means a standby letter of credit (which may include commercial letters of credit, if agreed to by the applicable LC Issuing Bank) issued by an LC Issuing Bank pursuant to Section 2.03, in each case, as such letter of credit may from time to time be amended, modified or extended in accordance with the terms of this Agreement.

“ Lien ” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. For the purposes of this Agreement, a Person or any of its Subsidiaries shall be deemed to own, subject to a Lien, any asset that it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

“ Loan Documents ” means, collectively, (i) this Agreement, (ii) each promissory note delivered under Section 2.17, (iii) the Fee Letters and (iv) each Borrower Assumption Agreement executed pursuant to Section 2.20, in each case, as any of the foregoing may be amended, supplemented or modified from time to time.

“ Majority Lenders ” means, subject to the last paragraph of Section 8.01, at any time Lenders to which are owed more than 50% of the then aggregate unpaid principal amount of the Advances and participation obligations with respect to the LC Outstandings, or, if there are no Outstanding Credits, Lenders having more than 50% of the Commitments (without giving effect to any termination in whole of the Commitments pursuant to Section 6.02), provided , that for purposes hereof, no Borrower, nor any of its Affiliates, if a Lender, shall be included in (i) the Lenders holding such amount of the Advances or participation obligations with respect to the LC Outstandings or having such amount of the Commitments or (ii) determining the aggregate unpaid principal amount of the Advances or participation obligations with respect to the LC Outstandings or the total Commitments.

“ Mandatorily Redeemable Stock ” means, with respect to any Person, such Person’s Common Equity or Preferred Equity to the extent that it is (i) redeemable, payable or required to be purchased or otherwise retired or extinguished, or convertible into any Debt or other liability of such Person, (A) at a fixed or determinable date, whether by operation of a sinking fund or otherwise, (B) at the option of any Person other than such Person, or (C) upon the occurrence

of a condition not solely within the control of such Person, such as a redemption required to be made out of future earnings, or (ii) presently convertible into Mandatorily Redeemable Stock.

“ Margin Stock ” has the meaning assigned to that term in Regulation U issued by the Board of Governors of the Federal Reserve System, and as amended and in effect from time to time.

“ Material Adverse Effect ” means, with respect to any Borrower, (i) any material adverse effect on the business, condition (financial or otherwise), operations, properties or prospects of such Borrower and its Subsidiaries considered on a consolidated basis, or (ii) any material adverse effect on the legality, validity or enforceability against such Borrower of any Loan Document.

“ Maximum Rate ” has the meaning specified in Section 8.18.

“ Moody’s ” means Moody’s Investors Service, Inc. or any successor thereto.

“ Mortgage Indenture ” means (i) with respect to ELL, the Mortgage and Deed of Trust, dated as of April 1, 1944, between ELL and The Bank of New York Mellon, as successor trustee, as amended, restated, supplemented or otherwise modified from time to time (except as expressly provided otherwise herein), together with any supplemental indentures issued pursuant thereto, (ii) with respect to EGSL, the Indenture of Mortgage, dated as of September 1, 1926, between EGSL and The Bank of New York Mellon, as successor trustee, as restated in the Seventh Supplemental Indenture, dated as of May 1, 1946, as further amended, restated, supplemented or otherwise modified from time to time (except as expressly provided otherwise herein), together with any supplemental indentures issued pursuant thereto, and (iii) with respect to the Sole Borrower, each of the mortgage indentures described in clauses (i) and (ii) and a collateral trust indenture the lien of which shall attach to all or substantially all of the Sole Borrower’s utility assets.

“ Multiemployer Plan ” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which any Borrower or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding three plan years made or accrued an obligation to make contributions.

“ Natural Disaster ” means a named tropical storm or hurricane, ice or snow storm, flood or other significant weather or natural disaster.

“ Nonconsenting Lender ” has the meaning specified in Section 2.18(b).

“ Non-Defaulting Lender ” means, at any time, a Lender that is not a Defaulting Lender or a Potential Defaulting Lender.

“ Non-Performing Lender ” has the meaning specified in Section 2.03(e).

“ Non-Recourse Debt ” means any Debt of any Subsidiary of a Borrower that does not constitute Debt of such Borrower or any Significant Subsidiary of such Borrower.

“ Notice of Borrowing ” has the meaning specified in Section 2.02(a).

“ Notice of Conversion ” has the meaning specified in Section 2.10(a).

“ Other Connection Taxes ” means, with respect to any Credit Party, Taxes imposed as a result of a present or former connection between such Credit Party and the jurisdiction imposing such Tax (other than connections arising from such Credit Party having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Advance or Loan Document).

“ Other Taxes ” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 8.07(e)).

“ Outstanding Credits ” on any date of determination means, (i) collectively hereunder, an amount equal to the sum of (A) the aggregate principal amount of all Borrowings outstanding on such date plus (B) the LC Outstandings on such date, in each case, after giving effect to all repayments and prepayments of Advances and Reimbursement Amounts and all reductions in the LC Outstandings on such date, or (ii) individually, for the account of any Borrower, an amount equal to the sum of (A) the aggregate principal amount of all Borrowings of such Borrower outstanding on such date plus (B) the LC Outstandings for the account of such Borrower on such date, in each case, after giving effect to all repayments and prepayments made by such Borrower of its Advances and Reimbursement Amounts and all reductions in its LC Outstandings on such date.

“ Parent ” means Entergy Corporation, a Delaware corporation, or its successors and permitted assigns.

“ Participant ” has the meaning specified in Section 8.07(d).

“ Participant Register ” has the meaning specified in Section 8.07(d).

“ Patriot Act ” means USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), as in effect from time to time.

“ PBGC ” means the Pension Benefit Guaranty Corporation and any entity succeeding to any or all of its functions under ERISA.

“ Percentage ” means, for any Lender on any date of determination, the percentage obtained by dividing such Lender’s Commitment on such day by the total of the Commitments on such date, and multiplying the quotient so obtained by 100%.

“ Person ” means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

“ Platform ” has the meaning specified in Section 8.11(b).

“ Potential Defaulting Lender ” means, at any time, (i) any Lender with respect to which an event of the kind referred to in the definition of “Lender Insolvency Event” has occurred and is continuing in respect of any Subsidiary of such Lender, or (ii) any Lender that has notified,

or whose Lender Parent or a Subsidiary thereof has notified, the Administrative Agent, any Borrower or any LC Issuing Bank in writing, or has stated publicly, that it does not intend to comply with its funding obligations generally under other loan agreements, credit agreements and other similar agreements, unless such writing or statement states that such position is based on such Lender’s determination that one or more conditions precedent to funding cannot be satisfied (which conditions precedent, together with the applicable default, if any, will be specifically identified in such writing or public statement). Any determination by the Administrative Agent that a Lender is a Potential Defaulting Lender under any of clauses (i) and (ii) above will be conclusive and binding absent manifest error, and such Lender will be deemed a Potential Defaulting Lender (subject to Section 2.19(f) hereof) upon notification of such determination by the Administrative Agent to the Borrowers, the LC Issuing Banks and the Lenders.

“ Preferred Equity ” means any stock, shares or other ownership interests in the issuer thereof howsoever evidenced (including, without limitation, limited liability company membership interests), whether with or without voting rights, that is entitled to dividends or distributions prior to the payment of dividends or distributions with respect to Common Equity.

“ QUIPS ” means, on any date of determination, all outstanding preferred stock and other preferred securities of any Borrower and its Subsidiaries, including preferred securities issued by any subsidiary trust.

“ Reference Ratings ” means, with respect to any Borrower, the ratings assigned by S&P and Moody’s to such Borrower’s senior unsecured long-term debt (or, in the event that S&P or Moody’s has not issued a rating for such Borrower’s senior unsecured long-term debt, the issuer or corporate rating (as such rating is designated by S&P or Moody’s) assigned by such rating agency to such Borrower).

“ Register ” has the meaning specified in Section 8.07(c).

“ Reimbursement Amount ” has the meaning specified in Section 2.03(c).

“ Related Parties ” means with respect to any specified Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates and any Person that possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise.

“ Removal Effective Date ” has the meaning specified in Section 7.06(b).

“ Reportable Event ” has the meaning assigned to that term in Title IV of ERISA.

“ Request for Issuance ” means a request made pursuant to Section 2.03(a) in the form of Exhibit A-3.

“ Resignation Effective Date ” has the meaning specified in Section 7.06(a).

“ Restatement Effective Date ” means August 14, 2015.

“ Resulting Borrower ” means, in the event the transactions necessary to consummate the Business Combination do not occur substantially simultaneously (or in any event within the same Business Day), during the course of the Business Combination but prior to the consummation of the Sole Borrower Transaction, (i) with respect to ELL, any entity that holds substantially all of the assets held by ELL on the Restatement Effective Date (it being recognized that ELL anticipates that it will transfer the Algiers Assets to Entergy New Orleans, Inc. after the Restatement Effective Date but prior to the date of completion of the Business Combination), and (ii) with respect to EGSL, any entity that holds substantially all of the assets held by EGSL on the Restatement Effective Date. As of the Restatement Effective Date, if applicable, the Resulting Borrower with respect to ELL is anticipated to be Entergy Louisiana Power, LLC, a Texas limited liability company.

“ Resulting Borrower Transaction ” means, in the event the transactions necessary to consummate the Business Combination do not occur substantially simultaneously (or in any event within the same Business Day), with respect to ELL or EGSL, (i) the satisfaction of the conditions in Section 2.20(a) and 2.20(b) with respect to the Resulting Borrower of such existing Borrower, and (ii) the consummation of the applicable transactions of the Business Combination with respect to such Resulting Borrower.

“ S&P ” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, or any successor thereto.

“ Sanctioned Country ” means, at any time of determination, a country, region or territory which is the subject or target of any Sanctions.

“ Sanctioned Person ” means, at any time of determination, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security Council, the European Union, any EU member state or Her Majesty’s Treasury of the United Kingdom, (b) any Person operating, organized or resident in a Sanctioned Country, (c) any Person owned or controlled by or acting on behalf of any such Person described in the preceding clause (a) or (b), or (d) any Person, to any Borrower’s knowledge, with which any Lender is prohibited under Sanctions relevant to it from dealing or engaging in transactions. For purposes of the foregoing, control of a Person shall be deemed to include where a Sanctioned Person (i) owns or has power to vote 25% or more of the issued and outstanding equity interests having ordinary voting power for the election of directors of the Person or other individuals performing similar functions for the Person, or (ii) has the power to direct or cause the direction of the management and policies of the Person, whether by ownership of equity interests, contracts or otherwise.

“ Sanctions ” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or by the U.S. Department of State, or (b) the United Nations Security Council, the European Union, any EU member state, or Her Majesty’s Treasury of the United Kingdom.

“ SEC ” means the United States Securities and Exchange Commission.

“ Senior Debt Rating Level ” for any Borrower at any time shall be determined as follows in accordance with the ratings assigned by S&P and Moody’s to such Borrower’s senior unsecured long-term debt (or, in the event that S&P or Moody’s has not issued a rating for such Borrower’s

senior unsecured long-term debt, the issuer or corporate rating (as such rating is designated by S&P or Moody’s) assigned by such rating agency to such Borrower):



S&P Rating/Moody’s Rating	Senior Debt Rating Level
A or higher or A2 or higher	1
Below Level 1 but at least A- or A3	2
Below Level 2 but at least BBB+ or Baa1	3
Below Level 3 but at least BBB or Baa2	4
Below BBB and Baa2 or unrated	5

Notwithstanding the foregoing, (i) if the ratings described above differ by one level or “notch”, the Senior Debt Rating Level will be deemed to be the Senior Debt Rating Level that corresponds to the rating level that is the higher of the two ratings described above, and (ii) if the ratings described above differ by more than one level or “notch”, the Senior Debt Rating Level will be deemed to be the Senior Debt Rating Level that corresponds to the rating level that is one level or “notch” below the higher of the two ratings described above.

“ Significant Subsidiary ” means, with respect to any Borrower, any Subsidiary of such Borrower: (i) the total assets (after intercompany eliminations) of which exceed 5% of the total assets of such Borrower and its Subsidiaries or (ii) the net worth of which exceeds 5% of the Consolidated Net Worth of such Borrower and its Subsidiaries, in each case as shown on the most recent audited consolidated balance sheet of such Borrower and its Subsidiaries.

“ Sole Borrower ” means, following the Business Combination, the ultimate surviving entity that will hold substantially all of the assets held by ELL and EGSL on the Restatement Effective Date (it being recognized that ELL anticipates that it will transfer the Algiers Assets to Entergy New Orleans, Inc. after the Restatement Effective Date but prior to the date of completion of the Business Combination). As of the Restatement Effective Date, the Sole Borrower is anticipated to be Entergy Louisiana Power, LLC, a Texas limited liability company, which, upon completion of the Business Combination, is anticipated to be renamed as Entergy Louisiana, LLC.

“ Sole Borrower Transaction ” has the meaning specified in Section 2.20(c).

“ SPC ” has the meaning specified in Section 8.07(g).

“ Specified Date ” has the meaning specified in Section 2.18(b).

“ Subsidiary ” means, with respect to any Person, any corporation or other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the Board of Directors or other persons performing similar functions are at the time directly or indirectly owned by such a Person, or one or more Subsidiaries, or by such Person and one or more of its Subsidiaries.

“ Support Obligations ” means any financial obligation, contingent or otherwise, of any Person guaranteeing or otherwise supporting any Debt of any other Person in any manner, whether directly or indirectly, and including, without limitation, any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Debt, (ii) to purchase property, securities or services for the purpose of assuring

the owner of such Debt of the payment of such Debt, (iii) to maintain working capital, equity capital, available cash or other financial statement condition of the primary obligor so as to enable the primary obligor to pay such Debt, (iv) to provide equity capital under or in respect of equity subscription arrangements so as to assure any Person with respect to the payment of such Debt, or (v) to provide financial support for the performance of, or to arrange for the performance of, any non-funded debt payment obligations of the primary obligor of such Debt.

“ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Body, including any interest, additions to tax or penalties applicable thereto.

“ Termination Date ” means the earlier to occur of (i) August 14, 2020, or, as to any Lender, such later date that may be established for such Lender pursuant to Section 2.18, and (ii) date of termination in whole of the Commitments and each LC Issuing Bank’s obligation to issue Letters of Credit pursuant to Section 2.05 or Section 6.02 hereof; provided that, if such earlier date is not a Business Day, the Termination Date means the Business Day next preceding such earlier date.

“ Trust Indenture Act ” has the meaning specified in Section 7.08.

“ U.S. Person ” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“ U.S. Tax Compliance Certificate ” shall have the meaning specified in Section 2.15(g)(ii)(B)(3).

“ UCP ” has the meaning specified in Section 2.03(j).

“ Withholding Agent ” means any Borrower and the Administrative Agent.

SECTION 1.02. Computation of Time Periods.

In this Agreement and any other Loan Document, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”.

SECTION 1.03. Accounting Terms and Principles.

All accounting terms not specifically defined herein shall be construed in accordance with GAAP. It is agreed that for purposes of determining compliance with the financial covenant contained in Section 5.02(b) hereof, leases and power purchase agreements shall be treated on the basis of GAAP and the application thereof as in effect on the Restatement Effective Date. If changes in GAAP or the application thereof used in the preparation of any financial statement of the Borrowers affect compliance with the financial covenant contained in Section 5.02(b) hereof, the Borrowers, the Administrative Agent and the Lenders agree to negotiate in good faith such modifications as are necessary to reflect such changes in GAAP and, until such provisions are modified, determinations of compliance with the financial covenant contained in Section 5.02(b) hereof shall be made on the basis of GAAP and the application thereof as in effect and applied immediately before such change became effective, and all financial statements shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such changes in GAAP.

ARTICLE II

AMOUNTS AND TERMS OF THE EXTENSIONS OF CREDIT

SECTION 2.01. The Commitments.

Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrowers and to participate in the reimbursement obligations of the Borrowers in respect of Letters of Credit from time to time on any Business Day during the period from the Restatement Effective Date until the Termination Date applicable to the Commitment of such Lender in an aggregate amount not to exceed at any time outstanding the amount set forth opposite such Lender’s name on Schedule II hereto or, if such Lender has entered into any Assignment and Assumption, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 8.07(c), as such amount may be reduced pursuant to Section 2.05 (such Lender’s “ Commitment ”). Each Borrowing shall be in an amount not less than $1,000,000 or an integral multiple of $100,000 in excess thereof and shall consist of Advances of the same Type and, in the case of Eurodollar Rate Advances, having the same Interest Period made or Converted on the same day by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s Commitment, each Borrower may from time to time borrow, prepay pursuant to Section 2.11 and reborrow under this Section 2.01; provided , however , that at no time may (i) the Outstanding Credits exceed the aggregate amount of the Commitments, or (ii) the Outstanding Credits for the account of any Borrower exceed such Borrower’s Borrower Sublimit.

SECTION 2.02. Making the Advances.

(a) Each Borrowing shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing, and (ii) in the case of a Borrowing comprising Base Rate Advances, not later than 11:00 A.M. (New York City time) on the date of the proposed Borrowing, by the applicable Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof. Each such notice of a Borrowing (a “ Notice of Borrowing ”) shall be transmitted by facsimile in substantially the form of Exhibit A-1 hereto, specifying therein the Borrower requesting such Borrowing and the requested (A) date of such Borrowing, (B) Type of Advances to be made in connection with such Borrowing, (C) aggregate amount of such Borrowing, (D) wire instructions of such Borrower, and (E) in the case of a Borrowing comprising Eurodollar Rate Advances, initial Interest Period for such Advances. Each Lender shall, before (x) 12:00 noon (New York City time) on the date of any Borrowing comprising Eurodollar Rate Advances, and (y) 1:00 P.M. (New York City time) on the date of any Borrowing comprising Base Rate Advances, make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to such Borrower in such manner as such Borrower shall have specified in the applicable Notice of Borrowing.

(b) Each Notice of Borrowing delivered by any Borrower shall be irrevocable and binding on such Borrower. In the case of any Notice of Borrowing delivered by any Borrower requesting Eurodollar Rate Advances, such Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date.

(c) Unless the Administrative Agent shall have received notice from a Lender prior to the time of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and such Borrower (following the Administrative Agent’s demand on such Lender for the corresponding amount) severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement.

(d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

SECTION 2.03. Letters of Credit.

(a) The Letters of Credit outstanding on the Restatement Effective Date are listed on Schedule IV hereto. Subject to the terms and conditions hereof, each LC Issuing Bank agrees to issue Letters of Credit from time to time for the account of any Borrower (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, up to a maximum aggregate stated amount (x) for all Letters of Credit issued for the account of such Borrower at any one time outstanding equal to such Borrower’s Borrower LC Sublimit and (y) for all Letters of Credit at any one time outstanding equal to the LC Commitment Amount, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance by the applicable Borrower to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of such Letter of Credit (or the date of effectiveness of such extension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit (which shall not be less than $100,000), (iii) the name and address of the beneficiary of such Letter of Credit, (iv) the name of the Borrower requesting such Letter of Credit and (v) a statement of drawing conditions applicable to such Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit thereto. Each Request for Issuance delivered by any Borrower shall be irrevocable unless modified or rescinded by such Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish copies thereof to the Lenders. Upon each issuance of a Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such

Letter of Credit equal to such Lender’s Percentage of the aggregate amount available to be drawn under such Letter of Credit. Each Letter of Credit shall utilize the Commitment of each Lender by an amount equal to the amount of such participation.

(b) No Letter of Credit shall be requested or issued hereunder if, after the issuance thereof, (i) the Outstanding Credits would exceed the total Commitments then scheduled to be in effect until the Termination Date, (ii) that portion of the LC Outstandings arising from Letters of Credit issued by an LC Issuing Bank would exceed the amount of such Issuing Bank’s Fronting Commitment, (iii) the LC Outstandings would exceed the LC Commitment Amount or (iv) the LC Outstandings for the account of any Borrower would exceed such Borrower’s Borrower LC Sublimit. No LC Issuing Bank shall extend, amend or otherwise modify any Letter of Credit if such LC Issuing Bank would not be permitted at such time to issue the Letter of Credit in its modified form under the terms hereof. No LC Issuing Bank shall at any time be obligated to issue any Letter of Credit if such issuance would conflict with any applicable law.

(c) Each Borrower hereby agrees to pay to the Administrative Agent for the account of the applicable LC Issuing Bank and each Lender that has funded its participation in the reimbursement obligations of such Borrower pursuant to subsection (d) below, on demand, without presentment, protest or other formalities of any kind, made by the applicable LC Issuing Bank to such Borrower, on and after each date on which the applicable LC Issuing Bank shall pay any amount under any Letter of Credit issued by such LC Issuing Bank for the account of such Borrower, a sum equal to the amount so paid (the “ Reimbursement Amount ”) plus interest on the Reimbursement Amount from the date so paid by such LC Issuing Bank until repayment to such LC Issuing Bank in full at a fluctuating interest rate per annum equal to the interest rate applicable to Base Rate Advances for such Borrower plus, if any amount paid by such LC Issuing Bank under a Letter of Credit is not reimbursed by such Borrower within three Business Days, 2%. Each Borrower may satisfy its obligation hereunder to repay the Reimbursement Amount by requesting a Borrowing under Section 2.02 in the amount of such Reimbursement Amount, and the proceeds of such Borrowing may be applied to satisfy such Borrower’s obligations to the applicable LC Issuing Bank or the Lenders, as the case may be.

(d) If any LC Issuing Bank shall not have been reimbursed in full for any payment made by such LC Issuing Bank under a Letter of Credit issued by such LC Issuing Bank on the date of such payment, such LC Issuing Bank shall give the Administrative Agent and each Lender prompt notice thereof (an “ LC Payment Notice ”) no later than 12:00 noon (New York City time) on the Business Day immediately succeeding the date of such payment by such LC Issuing Bank. Each Lender shall be obligated to fund the participation that such Lender purchased pursuant to Section 2.03(a) by paying to the Administrative Agent for the account of the applicable LC Issuing Bank an amount equal to such Lender’s Percentage of such unreimbursed amount paid by such LC Issuing Bank, plus interest on such amount at a rate per annum equal to the Federal Funds Rate from the date of the payment by the applicable LC Issuing Bank to the date of payment to such LC Issuing Bank by such Lender. Each such payment by a Lender shall be made not later than 3:00 P.M. (New York City time) on the later to occur of (i) the Business Day immediately following the date of such payment by the applicable LC Issuing Bank and (ii) the Business Day on which such Lender shall have received an LC Payment Notice from the applicable LC Issuing Bank. Each Lender’s obligation to make each such payment to the Administrative Agent for the account of any LC Issuing Bank shall be several and shall not be affected by the occurrence or continuance of an Event of Default or the failure of any other Lender to make any payment under this Section 2.03(d). Each Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(e) The failure of any Lender to make any payment to the Administrative Agent for the account of any LC Issuing Bank in accordance with subsection (d) above shall not relieve any other Lender of its obligation to make payment, but no Lender shall be responsible for the failure of any other Lender. If any Lender (a “ Non‑Performing Lender ”) shall fail to make any payment to the

Administrative Agent for the account of any LC Issuing Bank in accordance with subsection (d) above within five Business Days after the LC Payment Notice relating thereto, then, such Non-Performing Lender agrees to pay to the Administrative Agent for the account of the applicable LC Issuing Bank forthwith on demand such amount, together with interest thereon for each day from the date such Lender would have funded its participation had it complied with the requirements of subsection (d) above until the date such amount is paid to the Administrative Agent at the Federal Funds Rate.

(f) The payment obligations of each Lender under Sections 2.03(d) and 2.03(e) and of each Borrower under this Agreement in respect of any payment under any Letter of Credit issued for the account of such Borrower made by any LC Issuing Bank shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including, without limitation, the following circumstances:

i. any lack of validity or enforceability of this Agreement or any other agreement or instrument relating thereto or to such Letter of Credit;

ii. any amendment or waiver of, or any consent to departure from, the terms of this Agreement or such Letter of Credit;

iii. the existence of any claim, set‑off, defense or other right which any Borrower may have at any time against any beneficiary, or any transferee, of such Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the applicable LC Issuing Bank, or any other Person, whether in connection with this Agreement, the transactions contemplated hereby, thereby or by such Letter of Credit, or any unrelated transaction;

iv. any statement or any other document presented under such Letter of Credit reasonably proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

v. payment in good faith by the applicable LC Issuing Bank under the Letter of Credit issued by such LC Issuing Bank against presentation of a draft or certificate that does not comply with the terms of such Letter of Credit; or

vi. any other act or omission to act or delay of any kind by any Lender (including the LC Issuing Banks), the Administrative Agent or any other Person or any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this subsection (vi), constitute a legal or equitable discharge of or defense to any Borrower’s or the Lenders’ obligations hereunder.

(g) Each Borrower assumes all risks of the acts and omissions of any beneficiary or transferee of any Letter of Credit issued for the account of such Borrower. Neither the LC Issuing Banks, the Lenders nor any of their respective officers, directors, employees, agents or Affiliates shall be liable or responsible for (i) the use that may be made of such Letter of Credit or any acts or omissions of any beneficiary or transferee thereof in connection therewith; (ii) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; (iii) payment by any LC Issuing Bank against presentation of documents that do not comply with the terms of such Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; or (iv) any other circumstances whatsoever in making or failing to make payment under such Letter of Credit. Notwithstanding any provision to the contrary contained in this Agreement, each Borrower and each Lender shall have the right to bring suit against any LC Issuing Bank, and such LC Issuing Bank shall be liable to such Borrower and any Lender, to the extent of any direct, as opposed to consequential, damages suffered by such Borrower or such Lender which such Borrower or such Lender proves were caused by such LC Issuing Bank’s willful misconduct or gross negligence (as determined by a court of competent jurisdiction in a final, non-appealable judgment), including, in the case of such Borrower, such LC Issuing Bank’s willful failure to make timely payment under such Letter of Credit following

the presentation to it by the beneficiary thereof of a draft and accompanying certificate(s) that strictly comply with the terms and conditions of such Letter of Credit. In furtherance and not in limitation of the foregoing, each LC Issuing Bank may accept sight drafts and accompanying certificates presented under the Letter of Credit issued by such LC Issuing Bank that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and payment against such documents shall not constitute willful misconduct or gross negligence by such LC Issuing Bank. Notwithstanding the foregoing, no Lender shall be obligated to indemnify any Borrower for damages caused by any LC Issuing Bank’s willful misconduct or gross negligence (as determined by a court of competent jurisdiction in a final, non-appealable judgment).

(h) Each Borrower acknowledges that the rights and obligations of the LC Issuing Banks under each Letter of Credit are independent of the existence, performance or nonperformance of any contract or arrangement underlying such Letter of Credit, including contracts or arrangements between the LC Issuing Banks and such Borrower and between such Borrower and the beneficiary of such Letter of Credit. The LC Issuing Banks shall have no duty to notify any Borrower of its receipt of a demand or a draft, certificate or other document presented under a Letter of Credit issued for the account of such Borrower or of its decision to honor such demand. The LC Issuing Banks may, without incurring any liability to any Borrower or impairing its entitlement to reimbursement under this Agreement, honor a demand under a Letter of Credit despite notice from such Borrower of, and without any duty to inquire into, any defense to payment or any adverse claims or other rights against the beneficiary of such Letter of Credit or any other person. The LC Issuing Banks shall have no duty to request or require the presentation of any document, including any default certificate, not required to be presented under the terms and conditions of a Letter of Credit. The LC Issuing Banks shall have no duty to seek any waiver of discrepancies from any Borrower, nor any duty to grant any waiver of discrepancies that any Borrower approves or requests. The LC Issuing Banks shall have no duty to extend the expiration date or term of a Letter of Credit or to issue a replacement letter of Letter of Credit on or before the expiration date of a Letter of Credit or the end of such term.

(i) Any LC Issuing Bank may resign at any time in accordance with the provisions of Section 7.07 hereof.

(j) Each Borrower agrees that the LC Issuing Banks may issue Letters of Credit for the account of such Borrower subject to the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce (“ ICC ”) Publication No. 600 (2007 Revision) or, at an LC Issuing Bank’s option, such later revision thereof in effect at the time of issuance of such Letter of Credit (as so chosen for the Credit, the “ UCP ”) or the International Standby Practices 1998, ICC Publication No. 590 or, at an LC Issuing Bank’s option, such later revision thereof in effect at the time of issuance of the Credit (as so chosen for such Letter of Credit, the “ ISP ”, and each of the UCP and the ISP, an “ ICC Rule ”). The LC Issuing Banks’ privileges, rights and remedies under such ICC Rules shall be in addition to, and not in limitation of, its privileges, rights and remedies expressly provided for herein. The UCP and the ISP (or such later revision of either) shall serve, in the absence of proof to the contrary, as evidence of general banking usage with respect to the subject matter thereof. Each Borrower agrees that for matters not addressed by the chosen ICC Rule, such Letter of Credit shall be subject to and governed by the laws of the State of New York and applicable United States Federal laws. If, at the applicable Borrower’s request, a Letter of Credit expressly chooses a state or country law other than New York State law and United States Federal law or is silent with respect to the choice of an ICC Rule or a governing law, the LC Issuing Banks shall not be liable for any payment, cost, expense or loss resulting from any action or inaction taken by an LC Issuing Bank if such action or inaction is or would be justified under an ICC Rule, New York law, applicable United States Federal law or the law governing such Letter of Credit.

SECTION 2.04. Fees.

(a) Each Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee (the “ Commitment Fee ”) on the amount of such Lender’s Percentage of the average daily unused amount of such Borrower’s Borrower Sublimit from the Restatement Effective Date in the case of each Bank, and from the effective date specified in the Assignment and Assumption pursuant to which it became a Lender, in the case of each other Lender, until the earlier to occur of the Termination Date applicable to the Commitment of such Lender and, in the case of the termination in whole of a Lender’s Commitment pursuant to Section 2.05, the date of such termination, payable on the last day of each March, June, September and December during such period, and on the Termination Date applicable to the Commitment of such Lender at the rate per annum set forth below in the column identified by the Senior Debt Rating Level for such Borrower:



Senior Debt Rating Level	Level 1	Level 2	Level 3	Level 4	Level 5
Rate Per Annum
Commitment Fee	0.100%	0.125%	0.175%	0.225%	0.275%

Any change in the Commitment Fee will be effective as of the date on which S&P or Moody’s, as the case may be, announces the applicable change in any rating that results in a change in the Senior Debt Rating Level for such Borrower.

(b) Each Borrower shall pay to the Administrative Agent for the account of each Lender a fee (the “ LC Fee ”) on the average daily amount of the sum of the undrawn stated amounts of all Letters of Credit issued for the account of such Borrower outstanding on each such day, from the Restatement Effective Date in the case of each Bank, and from the effective date specified in the Assignment and Assumption pursuant to which it became a Lender, in the case of each other Lender, until the later to occur of the Termination Date applicable to the Commitment of such Lender and the date on which no Letters of Credit issued for the account of such Borrower are outstanding, payable on the last day of each March, June, September and December during such period and such later date, at a rate equal at all times to the Applicable Margin in effect from time to time for Eurodollar Rate Advances for such Borrower. In addition, each Borrower shall pay to the LC Issuing Banks such fees for the issuance and maintenance of Letters of Credit for the account of such Borrower and for drawings thereunder as may be separately agreed between such Borrower and the LC Issuing Banks.

(c) Each Borrower agrees to pay to each LC Issuing Bank that issues any Letter of Credit for the account of such Borrower, a fronting fee in the amount separately agreed by such Borrower and such LC Issuing Bank (a “ Fronting Fee ”) and such other charges with respect to such Letter of Credit as are agreed upon with such LC Issuing Bank and as are customary.

(d) Each Borrower agrees to pay the other fees payable by it in such amounts and on such terms as set forth in the Fee Letters.

SECTION 2.05. Reduction of the Commitments.

(a) The Borrowers shall have the right, without premium or penalty, upon at least three Business Days’ notice to the Administrative Agent, to terminate in whole or permanently reduce ratably in part the unused portions of the respective Commitments of the Lenders; provided that each partial reduction shall be in the aggregate amount of $1,000,000 or an integral multiple thereof; provided, further , that the Commitments may not be reduced to an amount that is less than the aggregate stated amount of outstanding Letters of Credit. Subject to the foregoing, (i) if after giving effect to any reduction of the Commitments, any Borrower Sublimit exceeds the amount of the aggregate Commitments, such Borrower Sublimit shall be automatically reduced by the amount of such excess, (ii) any reduction of the Commitments to an amount that is less than $175,000,000 shall also result in a reduction of the LC

Commitment Amount to the extent of such deficit, (iii) if after giving effect to any reduction of the LC Commitment Amount pursuant to the preceding clause (ii), any Fronting Commitment exceeds the LC Commitment Amount, such Fronting Commitment shall be automatically reduced by the amount of such excess, and (iv) upon any reduction of the LC Commitment Amount pursuant to the preceding clause (ii), the Borrower LC Sublimits shall be automatically reduced ratably in proportion to the amount of reduction of the LC Commitment Amount. Once terminated, a Commitment may not be reinstated.

(b) The Borrowers may terminate in whole the unused amount of the Commitment of a Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.19(b)(iii) will apply to all amounts thereafter paid by any Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim any Borrower, the Administrative Agent, any LC Issuing Bank or any Lender may have against such Defaulting Lender.

SECTION 2.06. Repayment of Advances.

(a) Each Borrower shall repay the principal amount of each Advance made by each Lender to such Borrower on the Termination Date applicable to such Lender.

(b) If at any time the aggregate principal amount of Outstanding Credits exceed the Commitments, each Borrower shall pay or prepay so much of its Borrowings as shall be necessary in order that the Outstanding Credits will not exceed the Commitments.

(c) If at any time the aggregate principal amount of Outstanding Credits for the account of any Borrower exceeds such Borrower’s Borrower Sublimit, such Borrower shall (i) pay or prepay so much of its Borrowings and/or (ii) Cash Collateralize so much of the LC Outstandings for the account of such Borrower as shall be necessary in order that the Outstanding Credits for the account of such Borrower, minus the amount of LC Outstandings that are Cash Collateralized pursuant to clause (ii), will not exceed such Borrower’s Borrower Sublimit.

SECTION 2.07. Interest on Advances.

Each Borrower shall pay interest on the unpaid principal amount of each Advance made by each Lender to such Borrower from the date of such Advance until such principal amount shall be paid in full, at the following rates per annum :

(a) Base Rate Advances. If such Advance is a Base Rate Advance, a rate per annum equal at all times to the Base Rate in effect from time to time plus the Applicable Margin for such Base Rate Advance in effect from time to time, payable quarterly on the last day of each March, June, September and December, on the Termination Date applicable to such Lender and on each date such Base Rate Advance shall be Converted or paid in full.

(b) Eurodollar Rate Advances. Subject to Section 2.08, if such Advance is a Eurodollar Rate Advance, a rate per annum equal at all times during the Interest Period for such Advance to the sum of the Eurodollar Rate for such Interest Period plus the Applicable Margin for such Eurodollar Rate Advance in effect from time to time, payable on the last day of each Interest Period for such Eurodollar Rate Advance, on the Termination Date applicable to such Lender and on each date such Eurodollar Rate Advance shall be Converted or paid in full and, if such Interest Period has a duration of more than three months, on each day that occurs during such Interest Period every three months from the first day of such Interest Period.

SECTION 2.08. Additional Interest on Eurodollar Rate Advances.

Each Borrower shall pay to each Lender, so long as such Lender shall be required under regulations of the Board of Governors of the Federal Reserve System to maintain reserves with respect

to liabilities or assets consisting of or including Eurocurrency Liabilities, additional interest on the unpaid principal amount of each Eurodollar Rate Advance of such Lender made to such Borrower, from the date of such Advance until such principal amount is paid in full, at an interest rate per annum equal at all times to the remainder obtained by subtracting (i) the Eurodollar Rate for the Interest Period for such Advance from (ii) the rate obtained by dividing such Eurodollar Rate by a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage of such Lender for such Interest Period, payable on each date on which interest is payable on such Advance. Such additional interest shall be determined by such Lender and notified to the applicable Borrower through the Administrative Agent, and such determination shall be conclusive and binding for all purposes, absent manifest error.

SECTION 2.09. Interest Rate Determination.

(a) The Administrative Agent shall give prompt notice to the applicable Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.07(a) or 2.07(b).

(b) If, with respect to any Eurodollar Rate Advances, (i) the Eurodollar Rate for any Interest Period for such Advances is not available or (ii) the Majority Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers and the Lenders, whereupon

i. each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and

ii. the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers and the Lenders that the circumstances causing such suspension no longer exist.

SECTION 2.10. Conversion of Advances.

(a) Voluntary. Any Borrower may, upon notice given to the Administrative Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Conversion and subject to the provisions of Sections 2.09 and 2.13, on any Business Day, Convert all Advances of one Type made to such Borrower in connection with the same Borrowing into Advances of another Type; provided , however , that any Conversion of, or with respect to, any Eurodollar Rate Advances into Advances of another Type shall be made on, and only on, the last day of an Interest Period for such Eurodollar Rate Advances, unless the applicable Borrower shall also reimburse the Lenders in respect thereof pursuant to Section 8.04(b) on the date of such Conversion. Each such notice of a Conversion (a “ Notice of Conversion ”) shall be transmitted by facsimile, in substantially the form of Exhibit A-2 hereto, specifying therein (i) the date of such Conversion, (ii) the name of the Borrower requesting such Conversion, (iii) the Advances to be Converted, and (iv) if such Conversion is into, or with respect to, Eurodollar Rate Advances, the duration of the Interest Period for each such Advance.

(b) Mandatory . If any Borrower shall fail to select the Type of any Advance or the duration of any Interest Period for any Borrowing comprising Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01 and Section 2.10(a), or if any proposed Conversion of a Borrowing that is to comprise Eurodollar Rate Advances upon Conversion shall not occur as a result of the circumstances described in subsection (c) below, or if an Event of Default with respect to such Borrower has occurred and is continuing and Eurodollar Rate Advances are outstanding, the Administrative Agent will forthwith so notify such Borrower and the Lenders, and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.

(c) Failure to Convert. Each notice of Conversion given by any Borrower pursuant to subsection (a) above shall be irrevocable and binding on such Borrower. In the case of any Borrowing that is to comprise Eurodollar Rate Advances upon Conversion, each Borrower agrees to indemnify each Lender against any loss, cost or expense incurred by such Lender if, as a result of the failure of such Borrower to satisfy any condition to such Conversion (including, without limitation, the occurrence of any Event of Default with respect to such Borrower, or any event that would constitute an Event of Default with respect to such Borrower with notice or lapse of time or both), such Conversion does not occur. Each Borrower’s obligations under this subsection (c) shall survive the repayment of all other amounts owing by such Borrower to the Lenders and the Administrative Agent under this Agreement and the termination of the Commitments.

(d) No Event of Default. Notwithstanding any other provision of this Agreement to the contrary, a Borrower may not borrow Advances at the Eurodollar Rate or Convert Advances resulting in Eurodollar Rate Advances at any time an Event of Default with respect to such Borrower has occurred and is continuing.

SECTION 2.11. Prepayments.

Any Borrower may, upon notice received by the Administrative Agent prior to 11:00 A.M. (New York City time) on any Business Day, with respect to Base Rate Advances, and upon at least two Business Days’ notice to the Administrative Agent, with respect to Eurodollar Rate Advances made to such Borrower, stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given such Borrower shall, prepay the outstanding principal amounts of the Advances made to such Borrower as part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided , however , that (i) each partial prepayment shall be in an aggregate principal amount not less than $1,000,000 or any integral multiple of $100,000 in excess thereof and (ii) in the case of any such prepayment of an Eurodollar Rate Advance, such Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 8.04(b) on the date of such prepayment.

SECTION 2.12. Increased Costs.

(a) Increased Costs Generally . If any Change in Law shall:

i. impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurodollar Rate Reserve Percentage, in the case of Eurodollar Rate Advances) or any LC Issuing Bank;

ii. subject any Credit Party to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (ii) through (iv) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

iii. impose on any Lender or any LC Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Advances made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Credit Party of making, converting to, continuing or maintaining any Advance or of maintaining its obligation to make any such Advance, or to increase the cost to such Lender, such LC Issuing Bank or such other Credit Party of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, LC Issuing Bank or other Credit Party hereunder (whether of principal,

interest or any other amount) then, upon request of such Lender, LC Issuing Bank or other Credit Party, each Borrower will pay to such Lender, LC Issuing Bank or other Credit Party, as the case may be, such additional amount or amounts as will compensate such Lender, LC Issuing Bank or other Credit Party, as the case may be, for such additional costs incurred or reduction suffered.

(b) Capital Requirements . If any Lender or LC Issuing Bank determines that any Change in Law affecting such Lender or LC Issuing Bank or any Applicable Lending Office of such Lender or such Lender’s or LC Issuing Bank’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or LC Issuing Bank’s capital or on the capital of such Lender’s or LC Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by any LC Issuing Bank, to a level below that which such Lender or LC Issuing Bank or such Lender’s or LC Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or LC Issuing Bank’s policies and the policies of such Lender’s or LC Issuing Bank’s holding company with respect to capital adequacy), then from time to time each Borrower will pay to such Lender or LC Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or LC Issuing Bank or such Lender’s or LC Issuing Bank’s holding company for any such reduction suffered.

(c) Certificates for Increased Costs . A certificate of a Lender or LC Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or LC Issuing Bank or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section 2.12 and delivered to the Borrowers, shall be conclusive absent manifest error. The Borrowers shall pay such Lender or LC Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof. Each Borrower shall be liable for its pro rata share of each payment to be made by the Borrowers under this Section 2.12, determined on the basis of such Borrower’s Fraction; provided , however , that if and to the extent that any such liabilities are reasonably determined by the Borrowers (subject to the approval of the Administrative Agent, which approval shall not be unreasonably withheld) to be directly attributable to Advances made to a specific Borrower, then only such Borrower shall be liable for such payments.

(d) Delay in Requests . Failure or delay on the part of any Lender or LC Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or LC Issuing Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or LC Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or LC Issuing Bank, as the case may be, notifies the Borrowers of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s or LC Issuing Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

SECTION 2.13. Illegality.

Notwithstanding any other provision of this Agreement, if any Lender shall notify the Administrative Agent that any Change in Law makes it unlawful, or any central bank or other Governmental Body asserts that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances hereunder, (i) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers and the

Lenders that the circumstances causing such suspension no longer exist and (ii) the Borrowers shall forthwith prepay in full all Eurodollar Rate Advances of all Lenders then outstanding, together with interest accrued thereon, unless the Borrowers, within five Business Days of notice from the Administrative Agent, Convert all Eurodollar Rate Advances of all Lenders then outstanding into Advances of another Type in accordance with Section 2.10.

SECTION 2.14. Payments and Computations.

(a) Each Borrower shall make each payment hereunder not later than 12:00 noon (New York City time) on the day when due in United States dollars to the Administrative Agent without defense, setoff or counterclaim at the Agent’s Account in same day funds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Commitment Fees ratably (other than amounts payable pursuant to Section 2.02(c), 2.04, 2.08, 2.12, 2.15, 2.18 or 8.04(b)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender or LC Issuing Bank to such Lender for the account of its Applicable Lending Office or to any LC Issuing Bank, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

(b) Each Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made by such Borrower when due hereunder, to charge from time to time to the extent permitted by law against any or all of such Borrower’s accounts with such Lender any amount so due.

(c) All computations of interest based on clause (i) of the definition of “Base Rate” shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, the Federal Funds Rate or clause (ii) or (iii) of the definition of “Base Rate” and of the Commitment Fee and the LC Fee shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.08 shall be made by a Lender, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, Commitment Fee or LC Fee is payable. Each determination by the Administrative Agent (or, in the case of Section 2.08, by a Lender) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.

(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest, Commitment Fee or LC Fee, as the case may be; provided , however , if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.

(e) Unless the Administrative Agent shall have received notice from any Borrower prior to the date on which any payment is due to the Lenders hereunder that such Borrower will not make such payment in full, the Administrative Agent may assume that each Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that any Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such

amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate.

(f) Notwithstanding anything to the contrary contained herein, any Advance or other amount payable by any Borrower hereunder that is not paid when due (whether at stated maturity, by acceleration or otherwise), and all Advances payable by such Borrower at any time an Event of Default with respect to such Borrower shall have occurred and be continuing, shall (to the fullest extent permitted by law) bear interest from the date when due until paid in full at a rate per annum equal at all times, in the case of each such Advance, to the applicable interest rate in effect from time to time for such Advance plus 2% per annum , and, in the case of other amounts, to the Base Rate plus the Applicable Margin for Base Rate Advances for such Borrower plus 2% per annum , payable in each case upon demand.

SECTION 2.15. Taxes.

(a) Defined Terms. For purposes of this Section 2.15, the term “Lender” includes each LC Issuing Bank and the term “applicable law” includes FATCA.

(b) Payments Free of Taxes. Any and all payments by or on account of any obligation of any Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Body in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by each applicable Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Credit Party receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(c) Payment of Other Taxes by the Borrowers. Each Borrower shall timely pay to the relevant Governmental Body in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(d) Indemnification by the Borrowers. Each Borrower shall indemnify each Credit Party, within 30 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Credit Party or required to be withheld or deducted from a payment to such Credit Party and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Body. A certificate as to the amount of such payment or liability delivered to any Borrower by such Credit Party (with a copy to the Administrative Agent, unless the Administrative Agent is such Credit Party), or by the Administrative Agent on its own behalf or on behalf of any other Credit Party, shall be conclusive absent manifest error.

(e) Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the applicable Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of such Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 8.07(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Body. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan

Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this subsection (e).

(f) Evidence of Payments. As soon as practicable after any payment of Taxes by any Borrower to a Governmental Body pursuant to this Section 2.15, such Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Body evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(g) Status of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrowers and the Administrative Agent, at the time or times reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrowers or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrowers or the Administrative Agent as will enable the Borrowers or the Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

i. Without limiting the generality of the foregoing,

(A) any Lender that is a U.S. Person shall deliver to the Borrowers and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrowers or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrowers and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrowers or the Administrative Agent), whichever of the following is applicable:

(1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2) executed copies of IRS Form W-8ECI;

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit E-1 to the effect that such Foreign Lender is

not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of any Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “ U.S. Tax Compliance Certificate ”) and (y) executed copies of IRS Form W-8BEN or W-8BEN-E; or

(4) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit E-2 or Exhibit E-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit E-4 on behalf of each such direct and indirect partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrowers and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrowers or the Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrowers or the Administrative Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrowers and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrowers or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrowers or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrowers and the Administrative Agent in writing of its legal inability to do so.

(h) Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.15 (including by the payment of additional amounts pursuant to this Section 2.15), it shall pay to the indemnifying party an amount equal to such

refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Body with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this subsection (h) (plus any penalties, interest or other charges imposed by the relevant Governmental Body) in the event that such indemnified party is required to repay such refund to such Governmental Body. Notwithstanding anything to the contrary in this subsection (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this subsection (h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(i) FATCA. For purposes of determining withholding Taxes imposed under FATCA, from and after the Restatement Effective Date, the Borrowers and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) this Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Sections 1.1471-2(b)(2)(i) and 1.1471-2T(b)(2)(i).

(j) Survival. Each party’s obligations under this Section 2.15 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

SECTION 2.16. Sharing of Payments, Etc.

If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of any Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, provided , however , that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (A) the amount of such Lender’s required repayment to (B) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to any Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply). Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including

the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation.

SECTION 2.17. Noteless Agreement; Evidence of Indebtedness .

(a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of each Borrower to such Lender resulting from each Advance made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(b) The Administrative Agent shall also maintain accounts in which it will record (i) the amount of each Advance made hereunder, the Borrower thereof, the Type thereof and the Interest Period (if any) with respect thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from such Borrower to each Lender hereunder, and (iii) the amount of any sum received by the Administrative Agent hereunder from each Borrower and each Lender’s share thereof.

(c) The entries maintained in the accounts maintained pursuant to subsections (a) and (b) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however , that the failure of the Administrative Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of each Borrower to repay such obligations in accordance with their terms.

(d) Any Lender may request that its Advances be evidenced by one or more promissory notes. In such event, each Borrower shall prepare, execute and deliver to such Lender one or more promissory notes payable to such Lender and in a form acceptable to such Borrower and the Administrative Agent. Thereafter, the Advances evidenced by such note(s) and interest thereon shall at all times (including after any assignment pursuant to Section 8.07) be represented by notes from each Borrower, payable to the payee named therein or any assignee pursuant to Section 8.07, except to the extent that any such Lender or assignee subsequently returns any such notes for cancellation and requests that such Borrowings once again be evidenced as in subsections (a) and (b) above.

SECTION 2.18. Extension of Termination Date.

(a) After the Restatement Effective Date, so long as no Event of Default has occurred and is continuing, the Borrowers may, not earlier than 60 days prior to any anniversary of the Restatement Effective Date (the “ Anniversary Date ”) but not later than 30 days prior to such Anniversary Date (the date of delivery of any such notice being the “ Borrower Extension Notice Date ”), by delivering a written request to the Administrative Agent (such request being irrevocable), request that each Lender extend such Lender’s Termination Date for one year after the Termination Date then in effect for such Lender hereunder (the “ Existing Termination Date ”). The Administrative Agent shall, upon its receipt of such request, promptly notify each Lender thereof, and request that each Lender promptly advise the Administrative Agent of its approval or rejection of such request. The Borrowers may exercise the right to request an extension of the Termination Date under this Section 2.18 on no more than two occasions during the term of this Agreement, and in no event more frequently than once during any twelve-month period.

(b) Upon receipt of such notification from the Administrative Agent, each Lender may (but shall not be required to), in its sole and absolute discretion, agree to extend the Termination Date with respect to its Commitment and any of its outstanding Advances for a period of one year, and shall (should it determine to do so), not earlier than 30 days prior to the applicable Anniversary Date and not later than the date that is 20 days prior to the applicable Anniversary Date (such later date, the “ Lender Extension Notice Date ”), notify the Administrative Agent in writing of its consent to such request (with each Lender that determines not to so extend its Existing Termination Date referred to herein as a “ Nonconsenting Lender ”). If any Lender shall not so notify the Administrative Agent by the Lender Extension Notice Date, such Lender shall be deemed to be a Nonconsenting Lender. The Administrative

Agent shall thereupon notify the Borrowers no later than 15 days prior to the applicable Anniversary Date, or, if such date is not a Business Day, on the next preceding Business Day (the “ Specified Date ”) as to each Lender’s determination under this Section.

(c) If (and only if) the aggregate amount of the Commitments of the Lenders that have agreed to extend their Existing Termination Dates plus the aggregate additional Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the Specified Date, then, effective as of the Extension Date, the Existing Termination Date of each Lender agreeing to an extension and of each Additional Commitment Lender shall be extended to the date that is one year after such Existing Termination Date, and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement. Notwithstanding the foregoing, the extension of a Lender’s Existing Termination Date pursuant to this Section shall be effective with respect to such Lender on the Extension Date only if the Administrative Agent shall have received the following, each dated such date and in form and substance satisfactory to the Administrative Agent: (i) a certificate of a duly authorized officer of each Borrower to the effect that as of such Extension Date (A) no event has occurred and is continuing, or would result from the extension of the Termination Date, that constitutes an Event of Default with respect to such Borrower or would, with the giving of notice or the lapse of time, or both, constitute an Event of Default with respect to such Borrower and (B) the representations and warranties of such Borrower contained in Section 4.01 are correct in all material respects (without duplication of materiality qualifications otherwise set forth in such representations and warranties) on and as of such Extension Date, before and after giving effect to such extension, as though made on and as of such date, except for those made specifically as of another date, in which case such representations and warranties shall be true and correct as of such other date, (ii) certified copies of the resolutions of the Board of Directors of each Borrower authorizing such extension and the performance of this Agreement on and after such Extension Date, and of all documents of each Borrower evidencing other necessary organizational action and governmental and regulatory approvals with respect to this Agreement and such extension of the Termination Date, (iii) an opinion of the counsel of the Borrowers, as to such matters related to the foregoing as the Administrative Agent or the Lenders through the Administrative Agent may reasonably request and (iv) such other documents as the Administrative Agent or the Lenders through the Administrative Agent may reasonably request.

(d) The Borrowers will have the right on or before the fifth Business Day after the Specified Date (the “ Extension Date ”) to substitute other financial institutions (each such Lender, an “ Additional Commitment Lender ”) reasonably acceptable to the Administrative Agent and the LC Issuing Banks for any Nonconsenting Lender ( provided that the existing Lenders shall have the right to increase their Commitments ratably according to the amount of their Commitments relative to the other Commitments that are to be extended up to the amount of the Commitment of such Nonconsenting Lender before the Borrowers shall be permitted to substitute any other financial institution for such Nonconsenting Lender) by causing any Nonconsenting Lender to assign its Commitment pursuant to Section 8.07 hereof, provided, however , that the parties to any such assignment shall not be required to pay the processing and recordation fee otherwise payable under Section 8.07(b), and provided, further that such Nonconsenting Lender shall, prior to the effectiveness of any such assignment, be paid in full all amounts due to it hereunder.

(e) Upon the extension of the Termination Date in accordance with this Section 2.18, the Administrative Agent shall deliver to each Lender and LC Issuing Bank a revised Schedule II setting forth the Commitment of each Lender after giving effect to such extension, and such Schedule II shall replace the Schedule II in effect before the extension of the Termination Date.

(f) Subject to subsection (c) above, the Commitment of any Nonconsenting Lender shall automatically terminate on its Existing Termination Date (without regard to any extension by any other Lender). On the date of any termination of a Nonconsenting Lender’s Commitment pursuant to this Section 2.18, each Borrower shall pay or prepay to such Nonconsenting Lender the aggregate outstanding

principal amount of all Advances of such Lender made to such Borrower with respect to such termination of its Commitment, together with accrued interest to the date of such prepayment on the principal amount prepaid and all other fees and other amounts due and payable by such Borrower to such Lender hereunder. In the case of any such prepayment of a Eurodollar Rate Advance made to such Borrower, such Borrower shall be obligated to reimburse each such Lender in respect thereof pursuant to Section 8.04(b).

(g) Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrowers and the Administrative Agent may appoint a replacement for any such resigning LC Issuing Bank, and (ii) the extension of the Termination Date may become effective without regard to whether such replacement is found.

SECTION 2.19. Defaulting Lenders.

(a) Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any fees accruing during such period pursuant to Sections 2.04(a) and 2.04(b) (without prejudice to the rights of the Non-Defaulting Lenders in respect of such fees), provided that (i) to the extent that all or a portion of the LC Outstandings of such Defaulting Lender is reallocated to the Non-Defaulting Lenders pursuant to Section 2.19(b), such fees that would have accrued for the benefit of such Defaulting Lender will instead accrue for the benefit of and be payable to such Non-Defaulting Lenders, pro rata in accordance with their respective Percentages, and (ii) to the extent that all or any portion of such LC Outstandings cannot be so reallocated, such fees will instead accrue for the benefit of and be payable to the LC Issuing Banks, as applicable (and the pro rata payment provisions of Section 2.16 will automatically be deemed adjusted to reflect the provisions of this Section).

(b) If a Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any LC Outstandings held by such Defaulting Lender:

i. The LC Outstandings held by such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders pro rata in accordance with their respective Percentages; provided that (A)(x) the sum of each Non-Defaulting Lender’s Outstanding Credits (after giving effect to such reallocation) may not in any event exceed the Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation and (y) the sum of all Non-Defaulting Lender’s Outstanding Credits (after giving effect to such reallocation) may not in any event exceed the total Commitments of all Non-Defaulting Lenders as in effect at the time of such reallocation and (B) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim any Borrower, the Administrative Agent, any LC Issuing Bank or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender;

ii. to the extent that any portion (the “ unreallocated portion ”) of the Defaulting Lender’s LC Outstandings cannot be so reallocated, whether by reason of the first proviso in clause (i) above or otherwise, each Borrower will, not later than three Business Days after demand by the Administrative Agent (at the direction of an LC Issuing Bank), (A) Cash Collateralize the obligations of such Borrower to the LC Issuing Banks in respect of such LC Outstandings in an amount at least equal to the aggregate amount of the unreallocated portion of such LC Outstandings for the account of such Borrower, or (B) make other arrangements satisfactory to the Administrative Agent and to the LC Issuing Banks, in their sole discretion, to protect them against the risk of non-payment by such Defaulting Lender; and

iii. any amount paid by any Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Lender under this Agreement (whether on account of

principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated account until (subject to Section 2.19(f)) the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the LC Issuing Banks ( pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed amounts then due and payable under Letters of Credit to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

(c) In furtherance of the foregoing, if any Lender becomes, and during the period it remains, a Defaulting Lender or a Potential Defaulting Lender, each LC Issuing Bank is hereby authorized by each Borrower (which authorization is irrevocable and coupled with an interest) to give, in its discretion, through the Administrative Agent, Notices of Borrowing pursuant to Section 2.02(a) in such amounts and in such times as may be required to (i) reimburse amounts due and payable under Letters of Credit and/or (ii) Cash Collateralize the obligations of such Borrower in respect of outstanding Letters of Credit in an amount at least equal to the aggregate amount of the obligations (contingent or otherwise) of such Defaulting Lender or Potential Defaulting Lender in respect of such Letter of Credit.

(d) In addition to the other conditions precedent herein set forth, if any Lender becomes, and during the period it remains, a Defaulting Lender or a Potential Defaulting Lender, no LC Issuing Bank will be required to issue any Letter of Credit or to amend any outstanding Letter of Credit in a manner that constitutes an Extension of Credit, unless such LC Issuing Bank is satisfied that any exposure that would result therefrom is eliminated or fully covered by the Commitments of the Non-Defaulting Lenders or by Cash Collateralization or a combination thereof satisfactory to such LC Issuing Bank.

(e) If any Lender becomes, and during the period it remains, a Defaulting Lender or a Potential Defaulting Lender, if any Letter of Credit is at the time outstanding, any LC Issuing Bank may (except, in the case of a Defaulting Lender, to the extent the Commitments have been fully reallocated pursuant to Section 2.19(b)), by notice to the Borrowers and such Defaulting Lender or Potential Defaulting Lender through the Administrative Agent, require each Borrower to Cash Collateralize the obligations of such Borrower to such LC Issuing Bank in respect of such Letter of Credit in amount at least equal to the aggregate amount of the unreallocated obligations (contingent or otherwise) of such Defaulting Lender or such Potential Defaulting Lender with respect to such Borrower to be applied pro rata in respect thereof, or to make other arrangements satisfactory to the Administrative Agent and to such LC Issuing Bank in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender or Potential Defaulting Lender.

(f) If the applicable Borrower, the Administrative Agent and the LC Issuing Banks agree in writing that a Lender is no longer a Defaulting Lender or a Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.19(b)), such Lender

will, to the extent applicable, purchase at par such portion of outstanding Advances of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Outstanding Credits held by the Lenders to be on a pro rata basis in accordance with their respective Percentages, whereupon such Lender will cease to be a Defaulting Lender or Potential Defaulting Lender and will be a Non-Defaulting Lender (and such Outstanding Credits held by each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of any Borrower while such Lender was a Defaulting Lender; and provided , further , that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender or Potential Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender or Potential Defaulting Lender.

SECTION 2.20. Business Combination; Assumption of Obligations.

(a) The Borrowers may undertake the transactions necessary to consummate the Business Combination, subject to the following conditions:

i. (A) if such transactions do not occur substantially simultaneously (or in any event within the same Business Day), each Resulting Borrower expressly assumes the corresponding existing Borrower’s obligations under the Loan Documents pursuant to a Borrower Assumption Agreement, and (B) the Sole Borrower expressly assumes ELL’s and EGSL’s obligations (or, if applicable, the Resulting Borrowers’ obligations) under the Loan Documents pursuant to a Borrower Assumption Agreement;

ii. the Administrative Agent receives each applicable Borrower Assumption Agreement, duly executed by each of the parties thereto;

iii. the Administrative Agent receives a certificate of the Secretary or an Assistant Secretary of each Resulting Borrower, if applicable, and the Sole Borrower, certifying (A) the names and true signatures of the officers of such Resulting Borrower, if applicable, and of the Sole Borrower authorized to sign the applicable Borrower Assumption Agreement and the other documents to be delivered by such Resulting Borrower, if applicable, and by the Sole Borrower hereunder, and (B) that attached thereto are true and correct copies of (1) the organizational documents of such Resulting Borrower, if applicable, and of the Sole Borrower, (2) the resolutions of the governing body of such Resulting Borrowing, if applicable, and of the Sole Borrower approving the applicable assumption and such transactions, and all documents evidencing other necessary company action (including any required equityholder approvals), and (3) all governmental and regulatory authorizations and approvals (if any) required to be obtained by such Resulting Borrower, if applicable and by the Sole Borrower, for such assumption and such transactions;

iv. the Administrative Agent receives an opinion of counsel to the parties to each applicable Borrower Assumption Agreement as to such matters related to the applicable assumption as the Administrative Agent or the Lenders through the Administrative Agent may reasonably request;

v. the Administrative Agent receives evidence that (A) the allocation of substantially all of the assets of ELL to the corresponding Resulting Borrower and substantially all of the assets of EGSL to the corresponding Resulting Borrower, (B) the allocation of substantially all of the assets of ELL and EGSL to the Sole Borrower and (C) such other transactions necessary to consummate the Business Combination shall in each case have been completed;

vi. each Resulting Borrower, if applicable, and the Sole Borrower deliver to the Administrative Agent and the Lenders all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and

regulations, including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders;

vii. after giving effect to such transactions, the Reference Ratings of each Resulting Borrower, if applicable, and the Sole Borrower shall be at least BBB- and Baa3; and

viii. after giving effect to such transactions, no event shall occur and be continuing that constitutes an Event of Default with respect to any Borrower (including any Resulting Borrower, if applicable, and the Sole Borrower) or would constitute an Event of Default with respect to any Borrower (including any Resulting Borrower, if applicable, and the Sole Borrower) but for the requirement that notice be given or time elapse or both.

(b) The Borrowers will take, and, to the extent legally possible, cause the other parties to the Business Combination to take, such actions and furnish all such information, in each case, from time to time reasonably requested by the Administrative Agent (or any LC Issuing Bank or any Lender through the Administrative Agent) to ensure that the Borrowers’ obligations under the Loan Documents will be expressly assumed by each Resulting Borrower, if applicable, and the Sole Borrower, including furnishing the Administrative Agent with such certifications, financial or other information, approvals and documents as required by applicable law or any Lender’s internal processes.

(c) Upon (i) the satisfaction of the conditions in Section 2.20(a) and 2.20(b), (ii) the consummation of the Business Combination resulting in a Sole Borrower and (iii) the Administrative Agent’s receipt of certified copies of all necessary resolutions and other company action approving the increase in the Borrower Sublimit and of all governmental and regulatory authorizations and approvals (if any) required for the increase in the Borrower Sublimit (the transactions described in the foregoing clauses (i), (ii) and (iii), collectively, the “ Sole Borrower Transaction ”), the Borrower Sublimit applicable to the Sole Borrower shall be the total amount of the Commitments as in effect from time to time, and the Borrower LC Sublimit applicable to the Sole Borrower shall be the LC Commitment Amount as in effect from time to time, and ELL, EGSL and any Resulting Borrower that does not become the Sole Borrower shall be released from any and all obligations under the Loan Documents.

SECTION 2.21. Several Obligations.

Each Borrower’s obligations hereunder are several and not joint. Any action taken by or on behalf of the Borrowers shall not result in one Borrower being held responsible for the actions, debts or liabilities of the other Borrower. Nothing contained herein shall be interpreted as requiring the Borrowrs to effect Borrowings jointly.

ARTICLE III

CONDITIONS OF EXTENSIONS OF CREDIT

SECTION 3.01. Conditions Precedent to Effectiveness.

The effectiveness of this Agreement and the obligation of each Lender and each LC Issuing Bank to make its initial Extension of Credit hereunder to any Borrower on the Restatement Effective Date is subject to satisfaction of each the following conditions precedent on or before such date:

(a) The Administrative Agent shall have received the following on or before the Restatement Effective Date, each dated such date (except for the Disclosure Documents), in form and substance satisfactory to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each Lender and each LC Issuing Bank:

i. (A) This Agreement, duly executed by each of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.17, duly completed and executed by each Borrower;

ii. Certified copies of the resolutions of the governing body of each Borrower approving this Agreement, and of all documents evidencing other necessary limited liability company action with respect to this Agreement;

iii. A certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign this Agreement and the other documents to be delivered by such Borrower hereunder; (B) that attached thereto are true and correct copies of the organizational documents of such Borrower, in each case as in effect on the Restatement Effective Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by such Borrower of this Agreement;

iv. Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on EDGAR or on the applicable Borrower’s website no later than the third Business Day immediately preceding the Restatement Effective Date);

v. A favorable opinion of counsel for the Borrowers, acceptable to the Administrative Agent, substantially in the form of Exhibit C-1 hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request;

vi. A favorable opinion of special New York counsel for the Borrowers, acceptable to the Administrative Agent, substantially in the form of Exhibit C-2 hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request;

vii. A favorable opinion of special Texas counsel for ELL, acceptable to the Administrative Agent, substantially in the form of Exhibit C-3 hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request;

viii. A favorable opinion of King & Spalding LLP, special New York counsel for the Administrative Agent, substantially in the form of Exhibit D hereto; and

ix. All documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the Restatement Effective Date.

(b) The Administrative Agent shall have received a copy of an agreement among the Borrowers, the Administrative Agent and each Departing Lender evidencing the termination of the “Commitment” (as defined in the Existing ELL Credit Agreement or the Existing EGSL Credit Agreement, as applicable) of such Departing Lender under each Existing Credit Agreement to which it is a party, and such Departing Lender shall have received payment in full of all “Advances” (as defined in the Existing ELL Credit Agreement or the Existing EGSL Credit Agreement, as applicable) of such Departing Lender outstanding as of the Restatement Effective Date under each Existing Credit Agreement to which it is a party, together with all interest accrued and unpaid thereon, any amounts owing in respect of such payment pursuant to Section 8.04(b) of such Existing Credit Agreement, all accrued and unpaid fees pursuant to Section 2.04 of such Existing Credit Agreement, and any other amounts then due and owing by ELL or EGSL, as applicable, to such Departing Lender pursuant to the Existing Credit Agreements on the Restatement Effective Date.

(c) The Borrowers shall have paid to the Lenders all accrued and unpaid fees pursuant to Section 2.04 of the Existing Credit Agreements, and any other amounts then due and owing by the Borrowers to the Lenders pursuant to the Existing Credit Agreements (other than the Advances and participation amounts that, pursuant to Section 8.20, are being reallocated and/or continuing to remain outstanding under this Agreement).

(d) The Administrative Agent shall have received the fees payable pursuant to the Fee Letters.

SECTION 3.02. Conditions Precedent to Each Extension of Credit.

The obligation of each Lender to make an Advance to any Borrower on the occasion of each Borrowing and of each LC Issuing Bank to issue, amend, extend or renew a Letter of Credit for the account of any Borrower, in each case, as part of an Extension of Credit shall be subject to the further conditions precedent that on the date of such Extension of Credit:

(a) The Administrative Agent and the relevant LC Issuing Bank, if applicable, shall have received from such Borrower a notice requesting such Extension of Credit as required by Section 2.02 or 2.03, as applicable.

(b) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Request for Issuance and the acceptance by such Borrower of any proceeds of a Borrowing or the issuance of such Letter of Credit shall constitute a representation and warranty by such Borrower that on the date of such Extension of Credit such statements are true):

i. The representations and warranties of such Borrower contained in Section 4.01 (excluding those contained in the last sentence of subsection (e) and in subsection (f) thereof) are true and correct on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit and to the application of the proceeds therefrom, as though made on and as of such date; and

ii. No event has occurred and is continuing, or would result from such Extension of Credit or from the application of the proceeds therefrom or the issuance or amendment of any Letter of Credit in connection therewith, that constitutes an Event of Default with respect to such Borrower or would constitute an Event of Default with respect to such Borrower with notice or lapse of time or both.

(c) The Administrative Agent shall have received such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any LC Issuing Bank or any Lender may reasonably request through the Administrative Agent.

(d) Each Letter of Credit shall be in form and substance acceptable to the LC Issuing Bank issuing such Letter of Credit.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

SECTION 4.01. Representations and Warranties of the Borrowers.

Each Borrower represents and warrants as follows:

(a) Such Borrower is (i) duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and (ii) duly qualified to do business as a foreign organization in each jurisdiction in which the nature of the business conducted or the property owned, operated or leased by it requires such qualification, except where failure to so qualify would not materially adversely affect its business, condition (financial or otherwise), operations, properties or prospects.

(b) The execution, delivery and performance by such Borrower of each Loan Document to which it is, or is to become, a party, are within such Borrower’s organizational powers, have been duly authorized by all necessary organizational action and do not contravene (i) such Borrower’s organizational documents, (ii) law applicable to such Borrower or its properties, or (iii) any contractual or legal restriction binding on or affecting such Borrower or its properties.

(c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by such Borrower of this Agreement (including obtaining any Extensions of Credit under this Agreement)

or any other Loan Document to which it is, or is to become, a party, except for the FERC Authorization with respect to such Borrower, which has been duly obtained, and is in full force and effect.

(d) This Agreement and the other Loan Documents to which it is, or is to become, a party have been or will be (as the case may be) duly executed and delivered by it, and this Agreement is, and upon execution and delivery thereof each other Loan Document will be, the legal, valid and binding obligation of such Borrower enforceable against such Borrower in accordance with its terms, subject, however, to any applicable bankruptcy, reorganization, rearrangement, moratorium or similar laws affecting generally the enforcement of creditors’ rights and remedies and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

(e) The consolidated financial statements of such Borrower and its Subsidiaries as of December 31, 2014 and for the year ended on such date, as set forth in such Borrower’s Annual Report on Form 10-K for the fiscal year ended on such date, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements of such Borrower and its Subsidiaries as of March 31, 2015 and June 30, 2015 and for the fiscal quarters ended on such dates, as set forth in such Borrower’s Quarterly Reports on Form 10-Q for the fiscal quarters ended on such dates, as filed with the SEC, copies of each of which have been furnished to each Bank, fairly present the consolidated financial condition of such Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of such Borrower and its Subsidiaries for the periods ended on such dates, in accordance with GAAP, subject, in the case of such financial statements for the fiscal quarters ended March 31, 2015 and June 30, 2015, to year-end adjustments and the absence of detailed footnotes. Except as disclosed in such Borrower’s Disclosure Documents, since December 31, 2014, there has been no material adverse change in the financial condition or operations of such Borrower.

(f) Except as disclosed in such Borrower’s Disclosure Documents, there is no pending or threatened action or proceeding affecting such Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that could reasonably be expected to have a Material Adverse Effect with respect to such Borrower. There has been no change in any matter disclosed in such filings that could reasonably be expected to result in such a Material Adverse Effect with respect to such Borrower.

(g) No event has occurred and is continuing that constitutes an Event of Default with respect to such Borrower or that would constitute an Event of Default with respect to such Borrower but for the requirement that notice be given or time elapse or both.

(h) Such Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Extension of Credit for the account of such Borrower will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. After applying the proceeds of each Extension of Credit for the account of such Borrower, not more than 25% of the value of the assets of such Borrower and its Subsidiaries subject to the restrictions of Section 5.02(a), (c) or (d) will consist of or be represented by Margin Stock.

(i) Such Borrower is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(j) Except as could not reasonably be expected to result in a Material Adverse Effect with respect to such Borrower, no ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan.

(k) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no change in such funding status that could reasonably be expected to result in a Material Adverse Effect.

(l) Except as could not reasonably be expected to result in a Material Adverse Effect with respect to such Borrower, such Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan.

(m) The reports, financial statements and other written information furnished by or on behalf of such Borrower to the Administrative Agent, any LC Issuing Bank or any Lender pursuant to or in connection with the Loan Documents and the transactions contemplated thereby, when considered in their totality together with the information set forth in such Borrower’s periodic reports filed as of any date of determination with the SEC under the Securities Exchange Act of 1934, as amended, do not contain and will not contain, when taken as a whole, any untrue statement of a material fact and do not omit and will not omit, when taken as a whole, to state any fact necessary to make the statements therein, in the light of the circumstances under which they were or will be made, not misleading in any material respect; provided that, with respect to projections and forward looking statements, such Borrower represents only that such information was prepared in good faith based upon assumptions and estimates believed to be reasonable at the time made and notes that whether or not such projections or forward looking statements are in fact achieved will depend upon future events some of which are not within the control of such Borrower and actual results may vary from the projections and such variations may be material and, accordingly, such Borrower gives no representation and warranty that such projections and forward looking statements will be achieved.

(n) Such Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by such Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and such Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of such Borrower, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) such Borrower, any Subsidiary thereof or any of their respective officers or employees, or (b) to the knowledge of such Borrower, any director or agent of such Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit or use of proceeds thereof or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions.

ARTICLE V

COVENANTS OF THE BORROWERS

SECTION 5.01. Affirmative Covenants.

So long as any amount payable by any Borrower hereunder shall remain unpaid or any Lender shall have any Commitment or any Letter of Credit shall remain outstanding hereunder, each Borrower will, unless the Majority Lenders shall otherwise consent in writing:

a. Keep Books; Existence; Maintenance of Properties; Compliance with Laws; Insurance; Taxes; Inspection Rights.

i. keep proper books of record and account, all in accordance with GAAP;

ii. except as otherwise permitted by Section 5.02(c), preserve and keep in full force and effect its existence and preserve and keep in full force and effect its licenses, rights and franchises to the extent necessary to carry on its business; provided , however , that such Borrower may change its form of organization from a corporation to a limited liability company or from a limited liability company to a corporation if (A) such change shall not affect any obligations of such Borrower under the Loan Documents and (B) such Borrower shall deliver to the Administrative Agent (x) prompt notice of such change, (y) certified true and correct copies of the organizational documents of such Borrower after giving effect to such change and (z) all information requested by the Administrative Agent or any Lender in order to comply with its obligations under the Patriot Act referred to in Section 8.14;

iii. maintain and keep, or cause to be maintained and kept, its properties in good repair, working order and condition, and from time to time make or cause to be made all needful and proper repairs, renewals, replacements and improvements, in each case to the extent such properties are not obsolete and not necessary to carry on its business;

iv. comply with all applicable laws, rules, regulations and orders, except to the extent that the failure to comply could not reasonably be expected to result in a Material Adverse Effect, such compliance to include, without limitation, paying before the same become delinquent all taxes, assessments and governmental charges imposed upon it or its property, except to the extent being contested in good faith by appropriate proceedings, and compliance with ERISA and Environmental Laws;

v. maintain insurance with responsible and reputable insurance companies or associations or through its own program of self-insurance in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which it operates and furnish to the Administrative Agent, within a reasonable time after written request therefor, such information as to the insurance carried as any Lender, through the Administrative Agent, may reasonably request;

vi. pay and discharge its obligations and liabilities in the ordinary course of business, except to the extent that such obligations and liabilities are being contested in good faith by appropriate proceedings; and

vii. from time to time upon reasonable notice, permit or arrange for the Administrative Agent, the LC Issuing Banks, the Lenders and their respective agents and representatives to inspect the records and books of account of such Borrower and its Subsidiaries during regular business hours.

b. Use of Proceeds. Use the proceeds of the Borrowings and the Letters of Credit for general corporate purposes including (i) financing, in part, investments by and capital expenditures of such Borrower and its Subsidiaries, (ii) subject to the terms and conditions of this Agreement, repurchases of Common Equity of such Borrower and/or investments in nonregulated and/or nonutility businesses and (iii) financing working capital requirements of such Borrower and its Subsidiaries.

c. Reporting Requirements. Furnish to the Lenders:

i. as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of such Borrower, (A) consolidated balance sheets of such Borrower and its Subsidiaries as of the end of such quarter and (B) consolidated statements of income and retained earnings of such Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, each certified by a duly authorized officer of such Borrower as having been prepared in accordance with GAAP;

ii. as soon as available and in any event within 120 days after the end of each fiscal year of such Borrower, a copy of the annual report for such year for such Borrower and its Subsidiaries, containing consolidated financial statements for such year certified without qualification by Deloitte & Touche LLP (or such other nationally recognized public accounting firm selected by such Borrower), and certified by a duly authorized officer of such Borrower as having been prepared in accordance with GAAP;

iii. concurrently with the delivery of the financial statements specified in clauses (i) and (ii) above, a certificate of the chief financial officer, treasurer, assistant treasurer or controller of such Borrower, (A) stating that no Event of Default with respect to such Borrower has occurred and is continuing, or if an Event of Default with respect to such Borrower has occurred and is continuing, a statement setting forth details of such Event of Default, as the case may be, and the action that such Borrower has taken and proposes to take with respect thereto and (B) setting forth in a true and correct manner, the calculation of the ratio contemplated by Section 5.02(b) hereof, as of the date of the most recent financial statements accompanying such certificate, to show such Borrower’s compliance with or the status of the financial covenant contained in Section 5.02(b) hereof;

iv. as soon as possible and in any event within five days after such Borrower has knowledge of the occurrence of each Event of Default with respect to such Borrower and each event that, with the giving of notice or lapse of time or both, would constitute an Event of Default with respect to such Borrower, continuing on the date of such statement, a statement of the duly authorized officer of such Borrower setting forth details of such Event of Default or event, as the case may be, and the actions that such Borrower has taken and proposes to take with respect thereto;

v. as soon as possible and in any event within ten days after such Borrower knows or has reason to know that any litigation against, or any arbitration, administrative, governmental or regulatory proceeding involving, such Borrower or any of its Subsidiaries could reasonably be expected to have a material adverse effect on the condition (financial or otherwise), operations, business, properties or prospects of such Borrower and its Subsidiaries on a consolidated basis, notice of such litigation describing in reasonable detail the facts and circumstances concerning such litigation and such Borrower’s or such Subsidiary’s proposed actions in connection therewith;

vi. promptly after the sending or filing thereof, copies of all reports that such Borrower sends to any of its securities holders, and copies of all reports and registration statements which such Borrower files with the SEC or any national securities exchange pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended;

vii. as soon as possible and in any event within 30 days after such Borrower knows or has reason to know that any ERISA Termination Event with respect to any ERISA Plan has occurred, a statement of a duly authorized officer of such Borrower describing such ERISA Termination Event and the action, if any, that such Borrower proposes to take with respect thereto;

viii. promptly and in any event within ten Business Days after receipt thereof by such Borrower from the PBGC, copies of each notice received by such Borrower of the PBGC’s

intention to terminate any ERISA Plan or to have a trustee appointed to administer any ERISA Plan;

ix. promptly and in any event within 30 days after the filing thereof with the Internal Revenue Service, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each ERISA Plan;

x. promptly and in any event within ten Business Days after receipt thereof by such Borrower from a Multiemployer Plan sponsor, a copy of each notice concerning the imposition of withdrawal liability pursuant to Section 4202 of ERISA;

xi. promptly and in any event within five Business Days after S&P or Moody’s has changed any rating assigned to such Borrower’s senior unsecured long-term debt (or such Borrower’s issuer or corporate rating, as applicable), notice of such change;

xii. subject to Sections 5.02(c) and 5.02(d), promptly and in any event within 30 days of any disposition, merger or consolidation that would result in a name change or significant change in the organizational structure of such Borrower, notice of such change; and

xiii. such other information respecting the condition or operations, financial or otherwise, of such Borrower or any of its Subsidiaries as the Administrative Agent or any LC Issuing Bank or any Lender through the Administrative Agent may from time to time reasonably request.

The financial statements and reports described in paragraphs (i), (ii) and (vi) above will be deemed to have been delivered hereunder if such documents are publicly available on EDGAR or on the applicable Borrower’s website no later than the date specified for delivery of the same under paragraph (i), (ii) or (vi), as applicable, above. If any financial statements or report described in (i) and (ii) above is due on a date that is not a Business Day, then such financial statements or report shall be delivered on the next succeeding Business Day.

d. Compliance with Anti-Corruption Laws and Sanctions . Maintain in effect and enforce policies and procedures designed to ensure compliance by such Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

SECTION 5.02. Negative Covenants.

So long as any amount payable by any Borrower hereunder shall remain unpaid or any Lender shall have any Commitment to any Borrower or any Letter of Credit for the account of any Borrower shall remain outstanding hereunder, each Borrower will not, without the written consent of the Majority Lenders:

a. Liens, Etc. Create or suffer to exist any Lien upon or with respect to any of its properties (including, without limitation, any shares of any class of equity security of any of its Significant Subsidiaries), in each case to secure or provide for the payment of Debt, other than: (i) Liens in existence on the Restatement Effective Date; (ii) Liens for taxes, assessments or governmental charges or levies to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which such Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iii) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material to such Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by such Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the

acquisition of such property; (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; (vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall not exceed $25,000,000 (or, upon the effectiveness of the Sole Borrower Transaction, $50,000,000) at any one time outstanding with respect to such Borrower; (viii) Liens created by or pursuant to the Mortgage Indenture or Mortgage Indentures of such Borrower; (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not secure obligations in excess of $50,000,000 (or, upon the effectiveness of the Sole Borrower Transaction, $100,000,000) at any one time with respect to such Borrower; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) and (viii) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of such Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenders.

b. Limitation on Debt. Permit the total principal amount of all Debt of such Borrower and its Subsidiaries, determined on a consolidated basis and without duplication of liability therefor, at any time to exceed 65% of Capitalization of such Borrower and its Subsidiaries, determined as of the last day of the most recently ended fiscal quarter of such Borrower; provided, however, that for purposes of this Section 5.02(b) (i) “Debt” and “Capitalization” shall not include (A) Hybrid Securities, (B) any Debt of any Subsidiary of such Borrower that is Non-Recourse Debt and (C) Eligible Securitization Bonds, and (ii) “Capitalization” shall exclude changes to other comprehensive income resulting from (x) pension and other post-retirement benefits liability adjustments and (y) mark-to-market non-cash adjustments relating to accounting for derivatives.

c. Mergers, Etc. Merge with or into or consolidate with or into any other Person, except that such Borrower may merge with any other Person (i) that is a Subsidiary of the Parent in connection with the Business Combination, subject to satisfaction of the terms and conditions in Section 2.20, or (ii) provided that, immediately after giving effect to any such merger, (A) such Borrower is the surviving Person or the merger is to effect a change in such Borrower’s form of organization permitted by the proviso in Section 5.01(a)(ii), (B) no event shall have occurred and be continuing that constitutes an Event of Default with respect to such Borrower or would constitute an Event of Default with respect to such Borrower but for the requirement that notice be given or time elapse or both, and (C) such Borrower shall not be liable with respect to any Debt or allow its property to be subject to any Lien which would not be permissible with respect to it or its property under this Agreement on the date of such transaction.

d. Disposition of Assets. (i) Sell, lease, transfer or otherwise dispose of any shares of Common Equity of any Significant Subsidiary of such Borrower, whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions), or permit any Significant Subsidiary of such Borrower to sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions), assets representing in the aggregate amount more than 5%

(determined at the time of each such transaction) of such Borrower’s Consolidated Net Worth to any entity other than any wholly owned Subsidiary of such Borrower; provided, however , that nothing in this Section 5.02(d) shall be construed as to prohibit the consummation by such Borrower and its Subsidiaries of the Business Combination in accordance with Section 2.20 and provided , further , that the disposition of the Algiers Assets shall be permitted hereunder and not be aggregated with other dispositions under clause (ii) hereof.

e. No Violation of Anti-Corruption Laws or Sanctions . Request any Borrowing or Letter of Credit, or use or permit any of its Subsidiaries or its or their respective directors, officers, employees and agents to use any Letter of Credit or the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

ARTICLE VI

EVENTS OF DEFAULT AND REMEDIES

SECTION 6.01. Events of Default.

The occurrence of any of the following events with respect to a Borrower shall constitute an “ Event of Default ” hereunder with respect to such Borrower:

a. Such Borrower shall fail to pay any principal of any Advance made to such Borrower or any reimbursement obligation in respect of a Letter of Credit issued for the account of such Borrower when the same becomes due and payable, or shall fail to pay interest thereon or any other amount payable by such Borrower under this Agreement within five Business Days after the same becomes due and payable; or

b. Any representation or warranty made by such Borrower herein or by such Borrower (or any of its officers) in connection with this Agreement shall prove to have been incorrect or misleading in any material respect when made; or

c. Such Borrower shall fail to perform or observe (i) any term, covenant or agreement contained in Section 2.19(b)(ii)(A), 5.01(b) or 5.02 on its part to be performed or observed or (ii) any other term, covenant or agreement contained in this Agreement on its part to be performed or observed if the failure to perform or observe such other term, covenant or agreement shall remain unremedied for 30 days after written notice thereof shall have been given to such Borrower by the Administrative Agent or any Lender; or

d. Such Borrower shall fail to pay any principal of or premium or interest on any Debt of such Borrower that is outstanding in a principal amount in excess of $50,000,000 in the aggregate (but excluding Debt hereunder) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or

e. The occurrence of any event or the existence of any condition under any agreement or instrument relating to any Debt of a Significant Subsidiary of such Borrower that is outstanding in a principal amount in excess of $50,000,000 in the aggregate, which occurrence or event results in the declaration (after the applicable grace period, if any) of such Debt being due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; or

f. Such Borrower or any Significant Subsidiary of such Borrower shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or

against such Borrower or any Significant Subsidiary of such Borrower seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed for a period of 30 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or such Borrower or any Significant Subsidiary of such Borrower shall take any organizational action to authorize or to consent to any of the actions set forth above in this subsection (f); or

g. Any judgment or order for the payment of money in excess of $50,000,000 shall be rendered against such Borrower and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 10 consecutive Business Days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or

h. (i) An ERISA Plan of such Borrower or any ERISA Affiliate of such Borrower shall fail to maintain the minimum funding standards required by Section 412 of the Code for any plan year or a waiver of such standard is sought or granted under Section 412(d) of the Code, or (ii) an ERISA Plan of such Borrower or any ERISA Affiliate of such Borrower is, shall have been or will be terminated or the subject of termination proceedings under ERISA, or (iii) such Borrower or any ERISA Affiliate of such Borrower has incurred or will incur a liability to or on account of an ERISA Plan under Section 4062, 4063 or 4064 of ERISA, or (iv) any ERISA Termination Event with respect to an ERISA Plan of such Borrower or any ERISA Affiliate of such Borrower shall have occurred, and in the case of any event described in clauses (i) through (iv), such event could reasonably be expected to result in a Material Adverse Effect with respect to such Borrower; or

i. The Parent shall cease to own (directly or indirectly) 100% of the Common Equity of such Borrower, provided , however , that in the case of indirect ownership, Persons other than the Parent may own Preferred Equity of intermediate Subsidiaries as long as no such Preferred Equity is convertible into Common Equity; or

j. (i) any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the SEC under the Securities Exchange Act of 1934, as amended), directly or indirectly, of securities of the Parent (or other securities convertible into such securities) representing 30% or more of the combined voting power of all securities of the Parent entitled to vote in the election of directors; or (ii) commencing after the date of this Agreement, individuals who as of the date of this Agreement were directors shall have ceased for any reason to constitute a majority of the Board of Directors of the Parent unless the Persons replacing such individuals were nominated by the stockholders or the Board of Directors of the Parent in accordance with the Parent’s organizational documents.

SECTION 6.02. Remedies.

If any Event of Default shall occur and be continuing, then, and in any such event, the Administrative Agent (i) shall at the request, or may with the consent, of the Majority Lenders, by notice to the defaulting Borrower, declare the obligation of each Lender to make Advances to such Borrower and the obligation of each LC Issuing Bank to issue Letters of Credit for the account of such Borrower to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the Majority Lenders, by notice to the defaulting Borrower, declare the Advances made to such Borrower, all interest thereon and all other amounts payable under this Agreement by such

Borrower to be forthwith due and payable, whereupon such Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by such Borrower; provided , however , that in the event of an actual or deemed entry of an order for relief with respect to such Borrower or any Significant Subsidiary of such Borrower under the Federal Bankruptcy Code, (A) the obligation of each Lender to make Advances to such Borrower and the obligation of each LC Issuing Bank to issue Letters of Credit for the account of such Borrower shall automatically be terminated and (B) the Advances made to such Borrower, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by such Borrower.

SECTION 6.03. Cash Collateral Account.

Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Article VI shall affect (i) the obligation of any LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided , however , that if an Event of Default with respect to any Borrower has occurred and is continuing, the Administrative Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to such Borrower, require such Borrower to deposit with the Administrative Agent an amount in the cash collateral account of such Borrower (as to such Borrower, its “ Cash Collateral Account ”) described below equal to the LC Outstandings for the account of such Borrower on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. Such Cash Collateral Account shall be maintained with the Administrative Agent in the name of, and under the sole dominion and control of, the Administrative Agent, and amounts deposited in such Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Citibank for deposits equal to the amount deposited by such Borrower in its Cash Collateral Account, for a term to be determined by the Administrative Agent, in its sole discretion. Each Borrower hereby grants to the Administrative Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Administrative Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, its Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit issued for its account. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Administrative Agent may apply the amounts then on deposit in such Borrower’s Cash Collateral Account, toward the payment in full of any of the LC Outstandings for the account of such Borrower as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit issued for the account of such Borrower, of all such obligations of such Borrower, the Administrative Agent will repay and reassign to such Borrower any cash then in its Cash Collateral Account and the Lien of the Administrative Agent on such Cash Collateral Account and the funds therein shall automatically terminate.

ARTICLE VII

THE AGENT

SECTION 7.01. Authorization and Action.

Each LC Issuing Bank and Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Advances), the Administrative Agent shall not be required to exercise

any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders, and such instructions shall be binding upon all Lenders; provided , however , that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law. The Administrative Agent agrees to give to each Lender and LC Issuing Bank prompt notice of each notice given to it by any Borrower pursuant to the terms of this Agreement.

SECTION 7.02. Administrative Agent’s Reliance, Etc.

Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrowers), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of any Borrower or to inspect the property (including the books and records) of any Borrower; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (v) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimile, e-mail, electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and signed or sent by the proper party or parties.

SECTION 7.03. Citibank and Affiliates.

With respect to its Commitment and the Advances made by it, Citibank shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not the Administrative Agent; and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated, include Citibank in its individual capacity. Citibank and its affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind of business with, any Borrower, any of its Subsidiaries and any Person who may do business with or own securities of such Borrower or any such Subsidiary, all as if Citibank were not the Administrative Agent and without any duty to account therefor to the Lenders.

SECTION 7.04. Lender Credit Decision.

Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on the financial statements referred to in Section 4.01(e) and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement.

SECTION 7.05. Indemnification.

The Lenders agree to indemnify the Administrative Agent (to the extent not reimbursed by the Borrowers), ratably according to the respective principal amounts of the Advances then outstanding to each of them (or if no Advances are at the time outstanding, ratably according to the respective amounts of their Commitments), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Administrative Agent (in its capacity as such) under this Agreement, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that such expenses are reimbursable by the Borrowers but for which the Administrative Agent is not reimbursed by the Borrowers.

SECTION 7.06. Successor Administrative Agent.

a. The Administrative Agent may at any time give notice of its resignation to the Lenders, the LC Issuing Banks and the Borrowers. Upon receipt of any such notice of resignation, the Majority Lenders shall have the right, with the consent of the Borrowers (such consent not to be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in the United States of America and a combined capital and surplus of at least $500,000,000; provided that, the consent of a Borrower shall not be required if an Event of Default, or an event that would constitute an Event of Default with notice or lapse of time or both, has occurred and is continuing with respect to such Borrower. If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders) (the “ Resignation Effective Date ”), then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders and the LC Issuing Banks, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that in no event shall any such successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

b. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (v) of the definition thereof, the Majority Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrowers and such Person remove such Person as Administrative Agent and, with the consent of the Borrowers (such consent not to be unreasonably withheld or delayed), appoint a successor; provided that, the consent of a Borrower shall not be required if an Event of Default, or an event that would constitute an Event of Default with notice or lapse of time or both, has occurred and is continuing with respect to such Borrower. If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Majority Lenders) (the “ Removal Effective Date ”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

c. The Majority Lenders may at any time, to the extent permitted by applicable law, by notice in writing to the Borrowers and to the Person serving as Administrative Agent remove such Person as Administrative Agent and, with the consent of the Borrowers (such consent not to be unreasonably withheld or delayed), appoint a successor; provided that, the consent of a Borrower shall

not be required if an Event of Default, or an event that would constitute an Event of Default with notice or lapse of time or both, has occurred and is continuing with respect to such Borrower. If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment by the Removal Effective Date, then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. On the Removal Effective Date, the Borrowers shall pay in full all amounts due and payable to the removed Administrative Agent hereunder and under the other Loan Documents.

d. With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) except for any indemnity payments owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each LC Issuing Bank directly, until such time, if any, as the Majority Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent.

SECTION 7.07. Resignation of LC Issuing Banks.

Any LC Issuing Bank may resign at any time by notifying the Administrative Agent, the Lenders and the Borrowers. Subject to the appointment and acceptance of a successor LC Issuing Bank as provided below, such retiring LC Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an LC Issuing Bank under this Agreement and the other Loan Documents with respect to Letters of Credit issued by it prior to such resignation, but shall not be required to issue additional Letters of Credit or to extend, renew or increase any existing Letter of Credit. Upon receipt by the Borrowers of such notice of intent to resign, the Borrowers and such retiring LC Issuing Bank may agree to replace or terminate the outstanding Letters of Credit issued by such LC Issuing Bank, and shall notify the Administrative Agent of any such replacement or termination. Upon any such resignation, the Majority Lenders shall have the right to appoint a successor LC Issuing Bank acceptable to the Borrowers. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring LC Issuing Bank gives notice of its resignation, then the retiring LC Issuing Bank may appoint a successor LC Issuing Bank, with an office in the United States of America and having a combined capital and surplus of at least $500,000,000 or an Affiliate of any such bank. Upon the acceptance of any appointment as LC Issuing Bank hereunder by a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring LC Issuing Bank and the retiring LC Issuing Bank shall be discharged from its duties and obligations hereunder. After an LC Issuing Bank’s resignation hereunder, the provisions of Sections 2.12, 2.15 and 8.04 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an LC Issuing Bank.

SECTION 7.08. Trust Indenture Act.

In the event that the Administrative Agent or any of its Affiliates shall be or become an indenture trustee under the Trust Indenture Act of 1939 (as amended, the “ Trust Indenture Act ”) in respect of any securities issued or guaranteed by a Borrower, the parties hereto acknowledge and agree that any payment or property received in satisfaction of or in respect of any of a Borrower’s obligations hereunder by or on behalf of Citibank in its capacity as Administrative Agent for the benefit of any Lender hereunder (other than Citibank or an Affiliate of Citibank) and that is applied in accordance with the terms hereof shall be deemed to be exempt from the requirements of Section 311 of the Trust Indenture Act pursuant to Section 311(b)(3) of the Trust Indenture Act.

ARTICLE VIII

MISCELLANEOUS

SECTION 8.01. Amendments, Etc.

No amendment or waiver of any provision of this Agreement, nor consent to any departure by any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02, (b) increase the Commitments of the Lenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18), (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or change the definition of “Majority Lenders” or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder, (f) change the provisions requiring pro rata sharing of payments under Section 2.14 or amend or waive Section 2.16 or (g) amend this Section 8.01; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the LC Issuing Banks under this Agreement, and provided further , that this Agreement may be amended and restated without the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be.

Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder, and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided , that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.

SECTION 8.02. Notices, Etc.

a. Notices. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including via electronic communication pursuant to Section 8.11) and mailed, emailed, sent by facsimile or delivered, if to any Borrower, at its address at 4809 Jefferson Highway, Jefferson, Louisiana 70121, Attention: Treasurer, with a copy to Stacey Lousteau, Assistant Treasurer, 639 Loyola Avenue, New Orleans, Louisiana 70113, Email: slouste@entergy.com; if to any Bank or LC Issuing Bank, at its Domestic Lending Office specified opposite its name on Schedule I hereto; if to any other Lender, at its Domestic Lending Office specified in the Assignment and Assumption pursuant to which it became a Lender and if to the Administrative Agent, at its address at 1615 Brett Road, Ops III, New Castle, Delaware 19720, Attention: Ashley Morris (Telephone: 302-894-6150, Facsimile: 646-274-5080, Email: Ashley.Morris@citi.com (copy: glagentofficeops@citi.com ); or, as to each party, at such other address as shall be designated by such party in a written notice to the other parties. All such notices and communications shall be deemed to have been given on the date of receipt (i) if mailed, sent by facsimile or delivered by hand or overnight courier service and received during the normal business hours of such party as provided in this Section or in accordance with the latest unrevoked direction from such party given in accordance with this Section and (ii) if emailed and received in accordance with Section 8.11. If such notices and communications are received after the normal business hours of such party, receipt shall be deemed to have been given upon the opening of the recipient’s next Business Day. Except as otherwise provided in Section 5.01(c), notices and other communications given by any Borrower to the Administrative Agent shall be deemed given to the Lenders.

b. Change of Address, etc. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto.

SECTION 8.03. No Waiver; Remedies.

No failure on the part of any Lender, any LC Issuing Bank or the Administrative Agent to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

SECTION 8.04. Costs and Expenses; Indemnification.

a. Each Borrower agrees to pay on demand all costs and expenses incurred by the Administrative Agent and the LC Issuing Banks in connection with the preparation, execution, delivery, syndication administration, modification and amendment of this Agreement and the other Loan Documents, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent and the LC Issuing Banks with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement. Any invoices to the Borrowers with respect to the aforementioned expenses shall describe such costs and expenses in reasonable detail. Each Borrower further agrees to pay on demand all costs and expenses, if any (including, without limitation, counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent, the Lenders and the LC Issuing Banks in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of, and the protection of the rights of the Lenders under, this Agreement and the other Loan Documents, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a).

b. If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.09(b), 2.10, 2.11 or 2.13, acceleration of the maturity of the Advances pursuant to Section 6.02, assignment to another Lender upon demand of a Borrower pursuant to Section 8.07(e) for any other reason, the applicable Borrower shall, upon demand by any Lender or any LC Issuing

Bank (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender or such LC Issuing Bank any amounts required to compensate such Lender or such LC Issuing Bank for any additional losses, costs or expenses which it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (including loss of anticipated profits upon such Lender’s or such LC Issuing Bank’s representation to such Borrower that it has made reasonable efforts to mitigate such loss), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. Any Lender making a demand pursuant to this Section 8.04(b) shall provide the applicable Borrower with a written certification of the amounts required to be paid to such Lender, showing in reasonable detail the basis for the Lender’s determination of such amounts; provided, however, that no Lender shall be required to disclose any confidential or proprietary information in any certification provided pursuant hereto, and the failure of any Lender to provide such certification shall not affect the obligations of such Borrower hereunder.

c. Each Borrower hereby agrees to indemnify and hold each Lender, each LC Issuing Bank, the Administrative Agent and each Related Party of any of the foregoing Persons (each, an “ Indemnified Person ”) harmless from and against any and all claims, damages, losses, liabilities, costs or expenses (including reasonable attorney’s fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may incur or which may be claimed against any of them by any Person or entity by reason of or in connection with the execution, delivery or performance of this Agreement or any other Loan Document or any transaction contemplated hereby or thereby, or the use by any Borrower or any of its Subsidiaries of the proceeds of any Advance or the use by any Borrower or any beneficiary of any Letter of Credit of such Letter of Credit, AND THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH INDEMNIFIED LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY INDEMNIFIED PERSON, except that no Indemnified Person shall be entitled to any indemnification hereunder to the extent that such claims, damages, losses, liabilities, costs or expenses are finally determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified Person. The Borrowers’ obligations under this Section 8.04(c) shall survive the repayment of all amounts owing to the Lenders, the LC Issuing Banks, and the Administrative Agent under this Agreement and the termination of the Commitments. If and to the extent that the obligations of the Borrowers under this Section 8.04(c) are unenforceable for any reason, each Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. Each Borrower also agrees not to assert, and hereby waives, any claim against any Lender, any LC Issuing Bank, any of such Lender’s or such LC Issuing Bank’s affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement or any other Loan Document, any of the transactions contemplated herein or therein or the actual or proposed use of the proceeds of the Advances or the use by any Borrower or any beneficiary of any Letter of Credit of such Letter of Credit. No Indemnified Person referred to in this subsection (c) shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

d. Each Borrower shall be liable for its pro rata share of any payment to be made by the Borrowers under this Section 8.04, such pro rata share to be determined on the basis of such Borrower’s Fraction; provided, however , that if and to the extent that any such liabilities are reasonably determined by the Borrowers (subject to the approval of the Administrative Agent which approval shall not be

unreasonably withheld) to be directly attributable to a specific Borrower, only such Borrower shall be liable for such payments.

SECTION 8.05. Right of Set-off.

Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.02, each Lender and each LC Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such LC Issuing Bank, as applicable, to or for the credit or the account of the Borrowers against any and all of the obligations of the Borrowers now or hereafter existing under this Agreement, whether or not such Lender or such LC Issuing Bank shall have made any demand under this Agreement and although such obligations may be unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b)(iii) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each LC Issuing Bank agrees promptly to notify the Borrowers after any such set-off and application made by such Lender or such LC Issuing Bank, as applicable, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and each LC Issuing Bank under this Section 8.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender or such LC Issuing Bank may have.

SECTION 8.06. Binding Effect.

This Agreement shall become effective when it shall have been executed by the Borrowers, the Lenders and the Administrative Agent and thereafter shall be binding upon and inure to the benefit of each Borrower, the Administrative Agent, each LC Issuing Bank and each Lender and their respective successors and assigns, except that no Borrower shall have the right to assign or delegate any rights hereunder (or any interest herein) or duties or obligations under this Agreement or any other Loan Document without the prior written consent of the Administrative Agent and all the Lenders.

SECTION 8.07. Assignments and Participations.

a. Successors and Assigns by Lenders Generally . No Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

b. Assignments by Lenders . Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Advances at the time owing to it); provided that any such assignment shall be subject to the following conditions:

i. Minimum Amounts .

1. in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Advances at the time owing to it or contemporaneous assignments to related Approved Funds (determined after giving effect to such assignments) that equal at least the amount specified in subsection (b)(i)(B) of this Section in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

2. in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Advances outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Advances of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrowers otherwise consent (each such consent not to be unreasonably withheld or delayed).

ii. Proportionate Amounts . Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Advances or the Commitment assigned.

iii. Required Consents . No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

1. the consent of the Borrowers (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrowers shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof;

2. the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and

3. the consent of each LC Issuing Bank shall be required for any assignment.

iv. Assignment and Assumption . The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment.

v. No Assignment to Certain Persons . No such assignment shall be made to (A) a Borrower or any Affiliates or Subsidiaries of a Borrower or (B) to any Defaulting Lender, any Potential Defaulting Lender or any of their respective Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender, a Potential Defaulting Lender or any of their respective Subsidiaries.

vi. No Assignment to Natural Persons . No such assignment shall be made to a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person).

vii. Certain Additional Payments . In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless

and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrowers and the Administrative Agent, the applicable pro rata share of Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, each LC Issuing Bank and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Advances and participations in Letters of Credit in accordance with its Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this subsection, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.12, 2.15 and 8.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided , that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

c. Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at its address referred to in Section 8.02 a copy of each Assignment and Assumption delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Advances owing to, each Lender from time to time (the “ Register ”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

d. Participations. Each Lender may at any time sell participations to one or more banks, financial institutions or other entities (other than a natural person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or a Borrower or any Affiliates or Subsidiaries of a Borrower) (each, a “ Participant ”) in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it); provided , however , that (i) such Lender’s obligations under this Agreement (including, without limitation, its Commitment to the Borrowers hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance

of such obligations, (iii) such Lender shall remain the maker of any such Advance for all purposes of this Agreement and (iv) the Borrowers, the Administrative Agent, the LC Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 7.05 with respect to any payments made by such Lender to its Participant(s).

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver with respect to the provision in Section 8.01 relating to amendments, waivers or consents requiring unanimous consent of the Lenders that affects such Participant. The Borrowers agrees that each Participant shall be entitled to the benefits of Sections 2.12 and 2.15 (subject to the requirements and limitations therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.05 as though it were a Lender, provided such Participant agrees to be subject to Section 2.16 as though it were a Lender. A Participant shall not be entitled to receive any greater payment under Sections 2.12 and 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrowers’ prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.15 unless the Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 2.15(d) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Advances or other obligations under the Loan Documents (the “ Participant Register ”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, advances, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, advance, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

e. Mitigation Obligations; Replacement of Lenders .

i. Designation of a Different Applicable Lending Office . If any Lender requests compensation under Section 2.12, or requires any Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Body for the account of any Lender pursuant to Section 2.15, then such Lender shall (at the request of the applicable Borrower) use reasonable efforts to designate a different Applicable Lending Office for funding or booking its Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 or 2.15, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. Each Borrower hereby agrees to pay all

reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

ii. Replacement of Lenders . If any Lender requests compensation under Section 2.12, or if any Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Body for the account of any Lender pursuant to Section 2.15 and, in each case, such Lender has declined or is unable to designate a different Applicable Lending Office in accordance with Section 8.07(e)(i), or if any Lender is a Defaulting Lender or a Potential Defaulting Lender, then each applicable Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 8.07(b)), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or Section 2.15) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

1. no event has occurred and is continuing that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse or both;

2. such Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 8.07(b);

3. such Lender shall have received payment of an amount equal to the outstanding principal of its Advances and participations in LC Outstandings, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 8.04(b)) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts);

4. in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments thereafter; and

5. such assignment does not conflict with applicable law.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling such Borrower to require such assignment and delegation cease to apply.

f. Certain Pledges. Anything in this Section 8.07 to the contrary notwithstanding, any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

g. Notwithstanding anything to the contrary contained herein, any Lender (a “ Granting Lender ”) may grant to a special purpose funding vehicle (an “ SPC ”) of such Granting Lender identified as such in writing from time to time by the Granting Lender to the Administrative Agent, the LC Issuing Banks and the Borrowers, the option to provide to a Borrower all or any part of any Advance that such Granting Lender would otherwise be obligated to make to such Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any such SPC to make any Advance, (ii) if such SPC elects not to exercise such option or otherwise fails to provide all or any part of such Advance, the Granting Lender shall be obligated to make such Advance pursuant to the terms hereof and (iii) no SPC or Granting Lender shall be entitled to receive any greater amount pursuant to Section 2.12 or 8.04(b) than the Granting Lender would have been entitled to receive had the Granting Lender

not otherwise granted such SPC the option to provide any Advance to such Borrower. The making of an Advance by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would otherwise be liable so long as, and to the extent that, the related Granting Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against or join any other person in instituting against such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. Notwithstanding the foregoing, the Granting Lender unconditionally agrees to indemnify the Borrowers, the LC Issuing Banks, the Administrative Agent and each Lender against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be incurred by or asserted against the Borrowers, the LC Issuing Banks, the Administrative Agent or such Lender, as the case may be, in any way relating to or arising as a consequence of any such forbearance or delay in the initiation of any such proceeding against its SPC. Each party hereto hereby acknowledges and agrees that no SPC shall have the rights of a Lender hereunder, such rights being retained by the applicable Granting Lender. Accordingly, and without limiting the foregoing, each party hereby further acknowledges and agrees that no SPC shall have any voting rights hereunder and that the voting rights attributable to any Advance made by an SPC shall be exercised only by the relevant Granting Lender and that each Granting Lender shall serve as the administrative agent and attorney-in-fact for its SPC and shall on behalf of its SPC receive any and all payments made for the benefit of such SPC and take all actions hereunder to the extent, if any, such SPC shall have any rights hereunder. In addition, notwithstanding anything to the contrary contained in this Agreement any SPC may (i) with notice to, but without the prior written consent of any other party hereto, assign all or a portion of its interest in any Advances to the Granting Lender and (ii) disclose on a confidential basis any information relating to its Advances to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. This Section 8.07(g) may not be amended without the prior written consent of each Granting Lender, all or any part of whose Advance is being funded by an SPC at the time of such amendment.

SECTION 8.08. Governing Law.

THIS AGREEMENT AND ANY NOTE ISSUED PURSUANT TO SECTION 2.17 SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

SECTION 8.09. Consent to Jurisdiction; Waiver of Jury Trial.

a. To the fullest extent permitted by law, each Borrower hereby irrevocably (i) submits to the exclusive jurisdiction of any New York State or Federal court sitting in New York City, Borough of Manhattan, and any appellate court from any thereof in any action or proceeding arising out of or relating to this Agreement, any other Loan Document or any Letter of Credit, and (ii) agrees that all claims in respect of such action or proceeding shall be heard and determined in such New York State court or in such Federal court. Each Borrower hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding. Each Borrower also irrevocably consents, to the fullest extent permitted by law, to the service of any and all process in any such action or proceeding by the mailing by certified mail of copies of such process to such Borrower at its address specified in Section 8.02. Each Borrower agrees, to the fullest extent permitted by law, that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

b. EACH BORROWER, EACH LC ISSUING BANK, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT, ANY LETTER OF CREDIT, OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDER.

SECTION 8.10. Execution in Counterparts.

This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement.

The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

SECTION 8.11. Electronic Communications.

a. Each Borrower hereby agrees that, to the extent such Borrower is so able, it will provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to this Agreement, including, without limitation, all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) relates to a request for a new, or a conversion of an existing, borrowing or other extension of credit (including any election of an interest rate or Interest Period relating thereto), (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any default or event of default under this Agreement or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any borrowing or other extension of credit thereunder (all such non-excluded communications being referred to herein collectively as “ Communications ”), by transmitting the Communications in an electronic/soft medium in a format acceptable to the Administrative Agent to oploanswebadmin@citigroup.com. In addition, each Borrower agrees to continue to provide the Communications to the Administrative Agent in the manner specified in this Agreement but only to the extent requested by the Administrative Agent. To the extent any Borrower is unable to deliver any portion of the Communications in an electronic/soft medium form, such Borrower shall promptly deliver hard copies of such Communications to the Administrative Agent.

b. Each Borrower further agrees that the Administrative Agent may make the Communications available to the Lenders and the LC Issuing Banks by posting the Communications on DebtDomain, the Internet or another similar electronic system (the “ Platform ”). Each Borrower acknowledges that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution.

c. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT

LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE AGENT PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES (COLLECTIVELY, “ AGENT PARTIES ”) HAVE ANY LIABILITY TO ANY BORROWER, ANY LENDER, ANY LC ISSUING BANK OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE PLATFORM OR OTHERWISE THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY AGENT PARTY IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH AGENT PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

d. The Administrative Agent agrees that the receipt of the Communications by the Administrative Agent at its e-mail address set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of this Agreement. Each Lender and each LC Issuing Bank agrees that notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender or such LC Issuing Bank for purposes of this Agreement. Each Lender and each LC Issuing Bank agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s or such LC Issuing Bank’s e-mail address to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such e-mail address.

e. Nothing herein shall prejudice the right of the Administrative Agent, any LC Issuing Bank or any Lender to give any notice or other communication pursuant to this Agreement in any other manner specified in this Agreement.

SECTION 8.12. Severability .

Any provision of this Agreement that is prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability or non-authorization without invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 8.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent or any LC Issuing Bank, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

SECTION 8.13. Headings .

Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

SECTION 8.14. USA PATRIOT Act Notice.

Each Lender that is subject to the Patriot Act, each LC Issuing Bank and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrowers pursuant to the requirements of the Patriot Act that it is required to obtain, verify and record information that identifies the Borrowers, which information includes the name and address of the Borrowers and

other information that will allow such Lender, such LC Issuing Bank or the Administrative Agent, as applicable, to identify the Borrowers in accordance with the Patriot Act. Each Borrower shall, and shall cause each of its Subsidiaries to, provide to the extent commercially reasonable, such information and take such actions as are reasonably requested by the Administrative Agent, any LC Issuing Bank or any Lender in order to assist the Administrative Agent and the Lenders in maintaining compliance with the Patriot Act.

SECTION 8.15. Confidentiality.

Each of the Administrative Agent, each Lender and each LC Issuing Bank agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its Affiliates and to its and its Affiliates’ respective managers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives on a “need to know” basis (it being understood that the Persons to which such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent requested by any regulatory authority purporting to have jurisdiction over it or its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (iv) to any other party hereto, (v) in connection with the exercise of any remedies hereunder or any action or proceeding relating to this Agreement or the enforcement of rights hereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section 8.15, to (A) any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective party (or its managers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives) to any swap or derivative or similar transaction under which payments are to be made by reference to a Borrower and its obligations, this Agreement or payments hereunder, (C) any rating agency, (D) the CUSIP Service Bureau or any similar organization or (E) any credit insurance provider relating to a Borrower and its obligations, (vii) with the consent of the Borrowers or (viii) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 8.15 or (y) becomes available to the Administrative Agent, any Lender, the LC Issuing Bank or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers. In addition, the Administrative Agent, the Lenders and the LC Issuing Banks may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent, the Lenders and the LC Issuing Banks in connection with the administration of this Agreement, the other Loan Documents and the Commitments.

For purposes of this Section, “ Information ” means all information received from any Borrower or any of its Subsidiaries relating to any Borrower or any of its Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the LC Issuing Bank on a nonconfidential basis prior to disclosure by any Borrower or any of its Subsidiaries, provided that , in the case of information received from any Borrower or any of its Subsidiaries after the Restatement Effective Date, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 8.15 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

SECTION 8.16. Entire Agreement.

This Agreement, the Fee Letters and the Notes issued hereunder constitute the entire agreement among the parties relative to the subject matter hereof. Any previous agreement among the parties with

respect to the subject matter hereof is superseded by this Agreement, except (i) as expressly agreed in any such previous agreement and (ii) for the Fee Letters. Except as is expressly provided for herein, nothing in this Agreement, expressed or implied, is intended to confer upon any party other than the parties hereto any rights, remedies, obligations or liabilities under or by reason of this Agreement.

SECTION 8.17. Texas Revolving Credit Statute.

If, notwithstanding the provisions of Section 8.08, Texas law shall be applied by any governmental authority to this Agreement, any other Loan Document or the obligations of any Borrower hereunder or thereunder, each Borrower hereby agrees that Chapter 346 of the Texas Finance Code, as amended, shall not govern or in any manner apply to its obligations hereunder.

SECTION 8.18. Interest Rate Limitation.

Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Advance or Letter of Credit, together with all fees, charges and other amounts which are treated as interest on such Advance or Letter of Credit under applicable law (collectively, the “ Charges ”), shall exceed the maximum lawful rate (the “ Maximum Rate ”) which may be contracted for, charged, taken, received or reserved by the Lender making such Advance or the LC Issuing Bank issuing such Letter of Credit in accordance with applicable law, the rate of interest payable in respect of such Advance or Letter of Credit hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and charges that would have been payable in respect of such Advance or Letter of Credit but were not payable as a result of the operation of this Section 8.18 shall be cumulated and the interest and charges payable to such Lender or LC Issuing Bank in respect of other Advances or Letters of Credit or periods shall be increased (but not above the Maximum Rate therefore) until such cumulated amount, together with interest thereon at the Applicable Margin to the date of repayment, shall have been received by such Lender or LC Issuing Bank; provided that if Texas law shall establish the Maximum Rate, the Maximum Rate shall be the applicable weekly ceiling under Chapter 303 of the Texas Finance Code.

SECTION 8.19. No Fiduciary Duty.

The Credit Parties and their respective Affiliates (collectively, solely for purposes of this Section, the “ Lender Parties ”), may have economic interests that conflict with those of the Borrowers, their securities holders and/or their Affiliates. Each Borrower agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Party, on the one hand, and such Borrower, its securities holders or its Affiliates, on the other hand. The Borrowers acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the Borrowers, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of any Borrower, its securities holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise any Borrower, its securities holders or its Affiliates on other matters) or any other obligation to any Borrower except the obligations expressly set forth in the Loan Documents, and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of any Borrower, its management, securities holders, creditors or any other Person. Each Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Borrower agrees that it will not claim that any Lender Party has

rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Borrower, in connection with such transaction or the process leading thereto.

SECTION 8.20. Reallocations.

The Administrative Agent, the Borrowers and each Lender agree that upon the effectiveness of this Agreement on the Restatement Effective Date, the amount of such Lender’s Commitment is as set forth on Schedule II hereto. Simultaneously with the effectiveness of this Agreement on the Restatement Effective Date, the Commitments of each of the Lenders, the outstanding amount of all Advances and the participations of the Lenders in outstanding Letters of Credit shall be reallocated among the Lenders in accordance with their respective Percentages (determined in accordance with the amount of each Lender’s Commitment set forth on Schedule II hereto), and in order to effect such reallocations, each Lender whose Commitment is in an amount that exceeds the amount of its “Commitment” under the Existing ELL Credit Agreement or the Existing EGSL Credit Agreement, as applicable (each an “ Assignee Lender ”), shall be deemed to have purchased all right, title and interest in, and all obligations in respect of, the Commitments of the Lenders whose Commitments are less than their respective “Commitments” under the Existing ELL Credit Agreement or the Existing EGSL Credit Agreement, as applicable (each an “ Assignor Lender ”), so that the Commitments of each Lender will be as set forth on Schedule II hereto. Such purchases shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and, except for any requested replacement promissory notes to be provided to the Assignor Lenders and Assignee Lenders in the principal amounts of their respective Commitments, no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The Assignor Lenders and Assignee Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to any netting effected by the Administrative Agent) with respect to such reallocations and assignments.

SECTION 8.21. Amendment and Restatement of Existing Credit Agreements.

This Agreement continues in effect the Existing Credit Agreements, and the Existing Credit Agreements shall be amended and restated in their entirety by the terms and provisions of this Agreement, which shall supersede all terms and provisions of the Existing Credit Agreements effective from and after the Restatement Effective Date. This Agreement is not intended to, and shall not, constitute a novation of any indebtedness or other obligations owing by a Borrower under its Existing Credit Agreement or a waiver or release of any indebtedness or other obligations owing, or any “Event of Default” or event that, with the giving of notice or passage of time or both, would be an “Event of Default” (each as defined in the applicable Existing Credit Agreement) existing, under any Existing Credit Agreement based on any facts or events occurring or existing at or prior to the execution and delivery of this Agreement. On the Restatement Effective Date, the credit facilities described in the Existing Credit Agreements shall be amended, supplemented, modified and restated in their entirety by the credit facilities described herein, and all “Outstanding Credits” (as defined in the applicable Existing Credit Agreement) of a Borrower that are not being paid on such date and remain outstanding as of such date under its Existing Credit Agreement, shall be deemed to be Outstanding Credits under the corresponding facilities described herein, without further action by any Person, except as provided in Section 8.20.

[The remainder of this page intentionally left blank.]

S- 1

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

ENTERGY LOUISIANA, LLC

By: /s/ Stacey M. Lousteau

Stacey M. Lousteau

Assistant Treasurer

ENTERGY GULF STATES LOUISIANA, L.L.C.

By: /s/ Stacey M. Lousteau

Stacey M. Lousteau

Assistant Treasurer

S- 2

CITIBANK, N.A. ,

as Administrative Agent, LC Issuing Bank

and Bank

By: /s/ Richard Rivera

Name: Richard Rivera

Title: Vice President

S- 3

BANKS:

JPMORGAN CHASE BANK, N.A.,

as LC Issuing Bank and Bank

By: /s/ Bridget Killackey

Name: Bridget Killackey

Title: Vice President

S- 4

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as LC Issuing Bank and Bank

By: /s/ Nick Brokke

Name: Nick Brokke

Title: Vice President

S- 5

BNP PARIBAS,

as LC Issuing Bank and Bank

By: /s/ Nicole Rodriguez

Name: Nicole Rodriguez

Title: Director

By: /s/ Karim Remtoula

Name: Karim Remtoula

Title: Vice President

S- 6

MIZUHO BANK, LTD.,

as LC Issuing Bank and Bank

By: /s/ Raymond Ventura

Name: Raymond Ventura

Title: Deputy General Manager

S- 7

HE BANK OF NOVA SCOTIA,

as LC Issuing Bank and Bank

By: /s/ Thane Rattew

Name: Thane Rattew

Title: Managing Director

S- 8

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

as LC Issuing Bank and Bank

By: /s/ Lindsay Minneman

Name: Lindsay Minneman

Title: Vice President

S- 9

Bank of America, N.A.

as Bank

By: /s/ William Merritt

Name: William Merritt

Title: Vice President

S- 10

GOLDMAN SACHS BANK USA

as Bank

By: /s/ Rebecca Kratz

Name: Rebecca Kratz

Title: Authorized Signatory

S- 11

Morgan Stanley Bank, N.A.

as Bank

By: /s/ Michael King

Name: Michael King

Title: Authorized Signatory

S- 12

KEYBANK NATIONAL ASSOCIATION

as Bank

By: /s/ Sukanya V. Raj

Name: Sukanya V. Raj

Title: Senior Vice President

S- 13

BARCLAYS BANK PLC

as Bank

By: /s/ Christopher Lee

Name: Christopher Lee

Title: Vice President

S- 14

COBANK, ACB

as Bank

By: /s/ Josh Batchelder

Name: Josh Batchelder

Title: Vice President

The Bank of New York Mellon

as Bank

By: /s/ Richard K. Fronapfel, Jr.

Name: Richard K. Fronapfel, Jr.

Title: Vice President

Regions Bank

as Bank

By: /s/ Jennifer Fitzgerald

Name: Jennifer Fitzgerald

Title: Vice President

Sumitomo Mitsui Banking Corporation

as Bank

By: /s/ James D. Weinstein

Name: James D. Weinstein

Title: Managing Director

U.S. Bank National Association

as Bank

By: /s/ Kevin Murphy

Name: Kevin Murphy

Title: AVP

SCHEDULE I

LIST OF APPLICABLE LENDING OFFICES

ENTERGY LOUISIANA and ENTERGY GULF STATES LOUISIANA, L.L.C.

U.S. $350,000,000 Amended and Restated Credit Agreement



Name of Bank	Domestic Lending Office	Eurodollar Lending Office

Citibank, N.A.	1615 Brett Road Ops III New Castle, DE 19720 Attention: Ashley Morris Tel: 302-894-6150 Fax: 646-274-5080 Email: Ashley.Morris@citi.com (copy Group Email: glagentofficeops@citi.com ) With a copy to: 388 Greenwich Street 19th Floor New York, NY 10013 Attention: Damien Lipke Tel: 212-816-0479 E-mail: damien.lipke@citi.com	1615 Brett Road Ops III New Castle, DE 19720 Attention: Ashley Morris Tel: 302-894-6150 Fax: 646-274-5080 Email: Ashley.Morris@citi.com (copy Group Email: glagentofficeops@citi.com ) With a copy to: 388 Greenwich Street 19th Floor New York, NY 10013 Attention: Damien Lipke Tel: 212-816-0479 E-mail: damien.lipke@citi.com
JPMorgan Chase Bank, N.A.	JPM-Delaware Loan Operations 500 Stanton Christiana Road, Ops 2/3 Newark, DE 19713 Attn: Bridget Killackey Telephone: 212-270-3308 Email: Bridget.killackey@jpmorgan.com Group Email: Na_cpg@jpmorgan.com	JPM-Delaware Loan Operations 500 Stanton Christiana Road, Ops 2/3 Newark, DE 19713 Attn: Bridget Killackey Telephone: 212-270-3308 Email: Bridget.killackey@jpmorgan.com Group Email: Na_cpg@jpmorgan.com

Wells Fargo Bank, National Association	301 S. College St., TW-11 Charlotte, NC 28288 Attn: Nick Schmiesing Telephone: 704-410-0862 Fax: 704-410-0331 Email: nick.schmiesing@wellsfargo.com Group Email: RKECLNSVPayments@wellsfargo.com	301 S. College St., TW-11 Charlotte, NC 28288 Attn: Nick Schmiesing Telephone: 704-410-0862 Fax: 704-410-0331 Email: nick.schmiesing@wellsfargo.com Group Email: RKECLNSVPayments@wellsfargo.com



BNP Paribas	787 Seventh Avenue New York, NY 10019 Attn: Denis O’Meara Telephone: 212-471-8108 Fax: 212-841-2745 Email: denis.omeara@americas.bnpparibas.com Attn: Norela Narvaez (Covenant Compliance) Telephone: 212-841-2046 Email: norela.narvaez @us.bnpparibas.com Loan Servicing Dept. Telephone: 514-285- 6042 Fax: 201-850-4019 Email: NYK_LS_LOAN_BOOK@us.bnpparibas.com	787 Seventh Avenue New York, NY 10019 Attn: Denis O’Meara Telephone: 212-471-8108 Fax: 212-841-2745 Email: denis.omeara@americas.bnpparibas.com Attn: Norela Narvaez (Covenant Compliance) Telephone: 212-841-2046 Email: norela.narvaez @us.bnpparibas.com Loan Servicing Dept. Telephone: 514-285- 6042 Fax: 201-850-4019 Email: NYK_LS_LOAN_BOOK@us.bnpparibas.com

Mizuho Bank, Ltd.	1251 Avenue of the Americas New York, NY 10020 Attn: Nelson Chang Telephone: 212-282-3465 Fax: 212-282-4488 Email: Nelson.chang@mizuhocbus.com	1251 Avenue of the Americas New York, NY 10020 Attn: Nelson Chang Telephone: 212-282-3465 Fax: 212-282-4488 Email: Nelson.chang@mizuhocbus.com

The Bank of Nova Scotia	40 King Street West, Toronto, ONTARIO M5H 1H1 Canada Attn: Sandy Dewar Telephone: 416-350-5749 Email: sandy.dewar@scotiabank.com	40 King Street West, Toronto, ONTARIO M5H 1H1 Canada Attn: Sandy Dewar Telephone: 416-350-5749 Email: sandy.dewar@scotiabank.com

The Bank of Tokyo-Mitsubishi UFJ, Ltd.	1251 Avenue of the Americas New York, NY 10020-1104 Attn : Dolores Ruland, Loan Operations Dept. Telephone : 201-413-8629 Fax : 201-521-2304 / 201-521-2305 Attn : Lindsay Minneman 445 S. Figueroa St., 15th Floor Los Angeles, CA 90071 Telephone : 213-236-5726 Email : lminneman@us.mufg.jp	1251 Avenue of the Americas New York, NY 10020-1104 Attn : Dolores Ruland, Loan Operations Dept. Telephone : 201-413-8629 Fax : 201-521-2304 / 201-521-2305 Attn : Lindsay Minneman 445 S. Figueroa St., 15th Floor Los Angeles, CA 90071 Telephone : 213-236-5726 Email : lminneman@us.mufg.jp

Bank of America, N.A.	100 N. Tryon St. Charlotte, NC 28255 Attn: William Merritt Telephone: 980-386-9762 Email: William.merritt@baml.com	100 N. Tryon St. Charlotte, NC 28255 Attn: William Merritt Telephone: 980-386-9762 Email: William.merritt@baml.com



Goldman Sachs Bank USA	200 West Street New York, NY 10282 Attn: Operations Telephone: 212-902-1099 Fax: 917-977-3966 Email: gs-sbd-admin-contacts@ny.email.gs.com	200 West Street New York, NY 10282 Attn: Operations Telephone: 212-902-1099 Fax: 917-977-3966 Email: gs-sbd-admin-contacts@ny.email.gs.com

Morgan Stanley Bank, N.A.	One Utah Center, 201 S Main Street 5 ^th Floor Salt Lake City, UT 84111 Attn: Documentation Team/Steve Delany 1300 Thames Street, Thames Street Wharf, 4th Floor Baltimore, MD 21231 Telephone: 443-627-4326 Email: doc4secportfolio@morganstanley.com Loan Administration Contact Telephone: 443-627-4355 Fax: 718-233-2140 Email: msloanservicing@morganstanley.com	One Utah Center, 201 S Main Street 5 ^th Floor Salt Lake City, UT 84111 Attn: Documentation Team/Steve Delany 1300 Thames Street, Thames Street Wharf, 4th Floor Baltimore, MD 21231 Telephone: 443-627-4326 Email: doc4secportfolio@morganstanley.com Loan Administration Contact Telephone: 443-627-4355 Fax: 718-233-2140 Email: msloanservicing@morganstanley.com

KeyBank National Association	127 Public Square Cleveland, Ohio 44114 Attn: Craig A. Hanselman Telephone: 216-689-3599 Fax: 866-809-5406 Email: Craig_hanselman@keybank.com Operations Contact: Yvette Dyson-Owens Telephone: 216-689-4538 Fax: 216-370-6119 Email: Yvette_M_Dyson-Owens@Kaybank.com	127 Public Square Cleveland, Ohio 44114 Attn: Craig A. Hanselman Telephone: 216-689-3599 Fax: 866-809-5406 Email: Craig_hanselman@keybank.com Operations Contact: Yvette Dyson-Owens Telephone: 216-689-4538 Fax: 216-370-6119 Email: Yvette_M_Dyson-Owens@Kaybank.com

Barclays Bank PLC	745 7 ^th Avenue New York, NY 10019 Attn: Cybul, Mathew Telephone: 212-526-5851 Fax: 212-526-5115 Email: mathew.cybul@Barclays.com Operations Contact Attn: US Loan Operations 700 Prides Crossing Newark, DE 19713 Telephone: 201-499-0040 Fax: 972-535-5728 Group Email: 19725355728@tls.ldsprod.com	745 7 ^th Avenue New York, NY 10019 Attn: Cybul, Mathew Telephone: 212-526-5851 Fax: 212-526-5115 Email: mathew.cybul@Barclays.com Operations Contact Attn: US Loan Operations 700 Prides Crossing Newark, DE 19713 Telephone: 201-499-0040 Fax: 972-535-5728 Group Email: 19725355728@tls.ldsprod.com



CoBank, ACB	5500 South Quebec Street Greenwood Village, CO 80111 Attn: Josh Batchelder Telephone: 303-740-4120 Email: jbatchelder@cobank.com Operations Contact: Anna Nitchalls Telephone: 303-740-4313 Fax: 303-740-4021 Email: cobankloanaccounting@cobank.com	5500 South Quebec Street Greenwood Village, CO 80111 Attn: Josh Batchelder Telephone: 303-740-4120 Email: jbatchelder@cobank.com Operations Contact: Anna Nitchalls Telephone: 303-740-4313 Fax: 303-740-4021 Email: cobankloanaccounting@cobank.com

The Bank of New York Mellon	BNY Mellon Center, 36th Floor 500 Grant Street Pittsburgh, PA 15258-0001 Attn: Hussam Alsahlani Telephone: 412-234-5624 Fax: 412-236-1914 Email: Hussam.alsahlani@bnymellon.com	BNY Mellon Center, 36th Floor 500 Grant Street Pittsburgh, PA 15258-0001 Attn: Hussam Alsahlani Telephone: 412-234-5624 Fax: 412-236-1914 Email: Hussam.alsahlani@bnymellon.com

Regions Bank	1900 5th Avenue North Birmingham, AL 35203 Attn : Jorge Goris Telephone : 504-585-4508 Fax : 504-585-4579 Email : Jorge.goris@regions.com Group Operations Email : sncservices@regions.com	1900 5th Avenue North Birmingham, AL 35203 Attn : Jorge Goris Telephone : 504-585-4508 Fax : 504-585-4579 Email : Jorge.goris@regions.com Group Operations Email : sncservices@regions.com

Sumitomo Mitsui Banking Corporation	277 Park Avenue New York, NY 10172 Attn: Michael Cummings Telephone: 212-224-4368 Fax: 212-224-5222 Email: mcummings@SMBC-LF.com	277 Park Avenue New York, NY 10172 Attn: Michael Cummings Telephone: 212-224-4368 Fax: 212-224-5222 Email: mcummings@SMBC-LF.com

U.S. Bank National Association	800 Nicollet Mall Minneapolis, MN 55402 Attn: Michael Sagges Telephone: 917-256-2822 Fax: 646-935-4551 Email: Michael.sagges@usbank.com Group Email: CLSSyndicationServicesTeam@usbank.com	800 Nicollet Mall Minneapolis, MN 55402 Attn: Michael Sagges Telephone: 917-256-2822 Fax: 646-935-4551 Email: Michael.sagges@usbank.com Group Email: CLSSyndicationServicesTeam@usbank.com

SCHEDULE II

COMMITMENT SCHEDULE



Name of Lender	Commitment Amount

Citibank, N.A.	$24,767,208.97
JPMorgan Chase Bank, N.A.	$24,767,209.01
Wells Fargo Bank, National Association	$24,767,209.01
BNP Paribas	$24,767,209.01
Mizuho Bank, Ltd.	$24,767,209.01
The Bank of Nova Scotia	$24,767,209.01
The Bank of Tokyo-Mitsubishi UFJ, Ltd.	$24,767,209.01
Bank of America, N.A.	$21,219,023.79
Goldman Sachs Bank USA	$21,219,023.79
Morgan Stanley Bank, N.A.	$21,219,023.79
KeyBank National Association	$19,361,702.13
Barclays Bank PLC	$17,609,511.88
CoBank, ACB	$18,003,754.69
The Bank of New York Mellon	$17,521,902.38
Regions Bank	$13,491,864.84
Sumitomo Mitsui Banking Corporation	$13,491,864.84
U.S. Bank National Association	$13,491,864.84

TOTAL	$350,000,000.00

SCHEDULE III

FRONTING COMMITMENT SCHEDULE



Name of LC Issuing Bank	Fronting Commitment Amount
Citibank, N.A.	$0
JPMorgan Chase Bank, N.A.	$0
Wells Fargo Bank, National Association	$37,500,000
BNP Paribas	$12,500,000
Mizuho Bank, Ltd.	$25,000,000
The Bank of Nova Scotia	$0
The Bank of Tokyo-Mitsubishi UFJ, Ltd.	$25,000,000

TOTAL	$100,000,000

SCHEDULE IV

EXISTING LETTERS OF CREDIT



Applicant	LC Issuance Date	Flexcube Issuance Date	LC Expiry Date	LC Issuing Bank Ref #	LC Type	Status	Closing Balance
Entergy Louisiana, LLC	6/19/15	6/19/15	6/30/17	IS0312642U	STB	Active	$3,039,506.00
							$3,039,506.00

EXHIBIT A-1

FORM OF NOTICE OF BORROWING

Citibank, N.A., as Administrative Agent

for the Lenders and the LC Issuing Banks party

to the Credit Agreement

referred to below

1615 Brett Road, Building III

New Castle, Delaware 19720

[Date]

Attention: Bank Loan Syndications

Ladies and Gentlemen:

The undersigned, [Entergy Louisiana, LLC][Entergy Gulf States Louisiana, L.L.C.], refers to the Amended and Restated Credit Agreement, dated as of August 14, 2015 (as further amended, supplemented or modified as of the date hereof, the “ Credit Agreement ”, the terms defined therein being used herein as therein defined), among the undersigned, [Entergy Gulf States Louisiana, L.L.C.][Entergy Louisiana, LLC], certain Lenders parties thereto, the LC Issuing Banks and Citibank, N.A., as Administrative Agent for said Lenders and said LC Issuing Banks, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “ Proposed Borrowing ”) as required by Section 2.02(a) of the Credit Agreement:

(i) The Business Day of the Proposed Borrowing is , 20 .

(ii) The Borrower requesting the Proposed Borrowing is [Entergy Louisiana, LLC][Entergy Gulf States Louisiana, L.L.C.].

(iii) The Type of Advances to be made in connection with the Proposed Borrowing is [Base Rate Advances] [Eurodollar Rate Advances].

(iv) The aggregate amount of the Proposed Borrowing is $ .

(v) Wire instructions:

Bank: [*]

ABA #: [*]

Acct. #: [*]

Acct. Name: [*]

(vi) The Interest Period for each Eurodollar Rate Advance made as part of the Proposed Borrowing is ___ month[s] ¹ .

1. Delete for Base Rate Advances.

The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Borrowing:

(A) the representations and warranties of such Borrower contained in Section 4.01 of the Credit Agreement (excluding those contained in the last sentence of subsection (e) and in subsection (f) thereof) are true and correct, before and after giving effect to the Proposed Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and

(B) no event has occurred and is continuing, or would result from such Proposed Borrowing or from the application of the proceeds therefrom, that constitutes an Event of Default with respect to such Borrower or would constitute an Event of Default with respect to such Borrower but for the requirement that notice be given or time elapse or both.

Very truly yours,

[ENTERGY LOUISIANA, LLC][ ENTERGY GULF STATES LOUISIANA, L.L.C.]

Name:

Title:

EXHIBIT A-2

FORM OF NOTICE OF CONVERSION

Citibank, N.A., as Administrative Agent

for the Lenders and the LC Issuing Banks party

to the Credit Agreement

referred to below

1615 Brett Road, Building III

New Castle, Delaware 19720

[Date]

Attention: Bank Loan Syndications

Ladies and Gentlemen:

The undersigned, [Entergy Louisiana, LLC][Entergy Gulf States Louisiana, L.L.C.], refers to the Amended and Restated Credit Agreement, dated as of August 14, 2015 (as further amended, supplemented or modified as of the date hereof, the “ Credit Agreement ”, the terms defined therein being used herein as therein defined), among the undersigned, [Entergy Gulf States Louisiana, L.L.C.][Entergy Louisiana, LLC], certain Lenders party thereto, the LC Issuing Banks and Citibank, N.A., as Administrative Agent for said Lenders and said LC Issuing Banks, and hereby gives you notice, irrevocably, pursuant to Section 2.10 of the Credit Agreement, that the undersigned hereby requests a Conversion under the Credit Agreement, and in that connection sets forth below the information relating to such Conversion (the “ Proposed Conversion ”) as required by Section 2.10 of the Credit Agreement:

(i) The Business Day of the Proposed Conversion is __________, _____.

(ii) The Borrower requesting the Proposed Conversion is [Entergy Louisiana, LLC][Entergy Gulf States Louisiana, L.L.C.].

(iii) The Type of Advances comprising the Proposed Conversion is [Base Rate Advances] [Eurodollar Rate Advances].

(iv) The aggregate amount of the Proposed Conversion is $__________.

(v) The Type of Advances to which such Advances are proposed to be Converted is [Base Rate Advances] [Eurodollar Rate Advances].

(vi) The Interest Period for each Advance made as part of the Proposed Conversion is ___ month(s) ¹ .

The undersigned hereby represents and warrants that the following statements are true on the date hereof, and will be true on the date of the Proposed Conversion:

(A) Such Borrower’s request for the Proposed Conversion is made in compliance with Section 2.10 of the Credit Agreement; and

1. Delete for Base Rate Advances

(B) No Event of Default with respect to such Borrower has occurred and is continuing or would result from the Proposed Conversion. ²

Very truly yours,

[ENTERGY LOUISIANA, LLC][ ENTERGY GULF STATES LOUISIANA, L.L.C.]

Name:

Title:

2. The certification in clause (B) is required only for any request to Convert Advances to Eurodollar Rate Advances.

EXHIBIT A-3

FORM OF REQUEST FOR ISSUANCE

[Date]

Citibank, N.A., as Administrative Agent for the Lenders and the LC Issuing Banks party to the Credit Agreement referred to below

1615 Brett Road, Building III

New Castle, Delaware 19720

Ladies and Gentlemen:

The undersigned, [Entergy Louisiana, LLC][Entergy Gulf States Louisiana, L.L.C.] (the “ Borrower ”), refers to the Amended and Restated Credit Agreement, dated as of August 14, 2015 (as further amended, supplemented or modified as of the date hereof, the “ Credit Agreement ”, the terms defined therein being used herein as therein defined), among the undersigned, [Entergy Gulf States Louisiana, L.L.C.][Entergy Louisiana, LLC], the Lenders and the LC Issuing Banks party thereto and the Administrative Agent, and hereby gives you notice, pursuant to Section 2.03 of the Credit Agreement, that the Borrower hereby requests the issuance of a Letter of Credit (the “ Requested Letter of Credit ”) in accordance with the following terms:

(i) the requested date of [issuance] [extension] [modification] [amendment] of the Requested Letter of Credit (which is a Business Day) is _____________;

(ii) the expiration date of the Requested Letter of Credit requested hereby is ___________; ¹ .

(iii) the proposed stated amount of the Requested Letter of Credit is _______________; ²

(iv) the beneficiary of the Requested Letter of Credit is: [insert name and address of beneficiary];

(v) the account party of the Requested Letter of Credit is: [Entergy Louisiana, LLC][Entergy Gulf States Louisiana, L.L.C.];

(vi) the conditions under which a drawing may be made under the Requested Letter of Credit are as follows: ___________________; and

(vii) the purpose of the Requested Letter of Credit is : ____________.

1. Date may not be later than the fifth Business Day prior to the Termination Date

2. Must be minimum of $100,000 .

Please select any of the following that apply:

□ Attachments hereto impose additional terms and conditions on the Borrower and/or the applicable LC Issuing Bank and are incorporated into this Request for Issuance as if fully set forth herein, (e.g. sample language or form of the Requested Letter of Credit).

□ Requested Letter of Credit to be issued in transferable form.

□ Requested Letter of Credit is to contain an automatic extension clause with (specify all that apply):

(i) a notification period of (______) days in the event of non-extension;

(ii) [one] [multiple] renewal period(s) of (______) [year] [months];

(iii) a final expiration date of (_________________)

(iv) insert drawing option: Beneficiary received a notice of non-extension of the expiration date of the Credit and has not received a satisfactory substitute letter of credit.

All banking charges, other than the applicable LC Issuing Bank’s charges, are for account of:

□ Beneficiary □ the Borrower

Upon the issuance of the Letter of Credit (or the amendment of the Letter of Credit that constitutes an Extension of Credit) by an LC Issuing Bank in response to this request, the Borrower shall be deemed to have represented and warranted that the conditions to an issuance of a Letter of Credit (or an amendment of a Letter of Credit that constitutes an Extension of Credit, as applicable) that are specified in Article III of the Credit Agreement have been satisfied with respect to the Borrower.

[ENTERGY LOUISIANA, LLC][ ENTERGY GULF STATES LOUISIANA, L.L.C.]

Name:

Title:

EXHIBIT B

FORM OF ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “ Assignment and Assumption ”) is dated as of the Effective Date set forth below and is entered into by and between [the][each] ¹ Assignor identified in item 1 below ([the][each, an] “ Assignor ”) and [the][each] ² Assignee identified in item 2 below ([the][each, an] “ Assignee ”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees] ³ hereunder are several and not joint.] ⁴ Capitalized terms used but not defined herein shall have the meanings given to them in the Amended and Restated Credit Agreement identified below (as further amended, the “ Credit Agreement ”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any letters of credit, and guarantees included in such facilities), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “ Assigned Interest ”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.

1. For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

2. For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language.

3. Select as appropriate.

4. Include bracketed language if there are either multiple Assignors or multiple Assignees.


1.	Assignor[s]: ______________________________

______________________________


2.	Assignee[s]: ______________________________

______________________________

[Assignee is an [Affiliate][Approved Fund] of [ identify Lender ]]


3.	Borrower(s): Entergy Louisiana, LLC and Entergy Gulf States Louisiana, L.L.C.


4.	Administrative Agent: Citibank, N.A., as the administrative agent under the Credit Agreement


5.	Credit Agreement: $350,000,000 Amended and Restated Credit Agreement, dated as of August 14, 2015, among Entergy Louisiana, LLC, Entergy Gulf States Louisiana, L.L.C., the Lenders parties thereto, Citibank, N.A., as Administrative Agent, and the LC Issuing Banks parties thereto


6.	Assigned Interest[s]:



Assignor[s] ⁵	Assignee[s] ⁶	Facility Assigned ⁷	Aggregate Amount of Commitment/Advances for all Lenders ⁸	Amount of Commitment/Advances Assigned ⁸	Percentage Assigned of Commitment/Advances ⁹	CUSIP Number
			$	$	%
			$	$	%
			$	$	%

[7.Trade Date:______________] ¹⁰

[Page break]


5.	List each Assignor, as appropriate.


6.	List each Assignee, as appropriate.


7.	Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Credit Commitment”, etc.)


8.	Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.


9.	Set forth, to at least 9 decimals, as a percentage of the Commitment/Advances of all Lenders thereunder.


10.	To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date.

Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR[S] ¹¹

[NAME OF ASSIGNOR]

By:______________________________

Title:

[NAME OF ASSIGNOR]

By:______________________________

Title:

ASSIGNEE[S] ¹²

[NAME OF ASSIGNEE]

By:______________________________

Title:

[NAME OF ASSIGNEE]

By:______________________________

Title:

[Consented to and] ¹³ Accepted:

Citibank, N.A., as

Administrative Agent

By: _________________________________

Title:


11.	Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable).


12.	Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable).


13.	To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Consented to:

[NAME OF LC ISSUING BANK] ¹⁴

By: ________________________________

Title:

[Consented to:

ENTERGY LOUISIANA, LLC

By: ________________________________

Title:

ENTERGY GULF STATES LOUISIANA, L.L.C.

By: ________________________________

Title:] ¹⁵


14.	Insert signature block for each LC Issuing Bank.


15.	To be added only if the consent of the Borrowers is required by the terms of the Credit Agreement.

ANNEX 1

$350,000,000 Amended and Restated Credit Agreement, dated as of August 14, 2015, among Entergy Louisiana, LLC, Entergy Gulf States Louisiana, L.L.C., the Lenders parties thereto, Citibank, N.A., as Administrative Agent, and the LC Issuing Banks parties thereto

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1 Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is not a Defaulting Lender or a Potential Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrowers, any of their respective Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, or (iv) the performance or observance by the Borrowers, any of their respective Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 8.07 of the Credit Agreement (subject to such consents, if any, as may be required thereunder), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Sections 5.01(c)(i) and 5.01(c)(ii) thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will,

independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignee whether such amounts have accrued prior to, on or after the Effective Date. The Assignor[s] and the Assignee[s] shall make all appropriate adjustments in payments by the Administrative Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves. Notwithstanding the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to [the][the relevant] Assignee.

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

EXHIBIT C-1

FORM OF OPINION OF

COUNSEL FOR THE BORROWERS

August 14, 2015

To each of the Lenders parties to the

Credit Agreement referred to below,

to Citibank, N.A., as Administrative Agent,

and to the LC Issuing Banks

Entergy Louisiana, LLC and Entergy Gulf States Louisiana, L.L.C.

Ladies and Gentlemen:

I have acted as counsel to Entergy Louisiana, LLC, a Texas limited liability company (“ ELL ”), and Entergy Gulf States Louisiana, L.L.C., a Louisiana limited liability company (“ EGSL ”, and together with ELL, the “ Borrowers ” and each a “ Borrower ”), in connection with the preparation, execution and delivery of the Amended and Restated Credit Agreement, dated as of August 14, 2015, by and among the Borrowers, the Lenders and LC Issuing Banks parties thereto and Citibank, N.A., as Administrative Agent, amending and restating (i) the Credit Agreement dated as of March 9, 2012 to which ELL is a party, as supplemented by the Extension Agreement dated as of March 1, 2013, and as further supplemented by the Extension Agreement dated as of March 14, 2014, and (ii) the Credit Agreement dated as of March 9, 2012 to which EGSL is a party, as supplemented by the Extension Agreement dated as of March 1, 2013, and as further supplemented by the Extension Agreement dated as of March 14, 2014 (such credit agreements, as so amended and restated, the “ Credit Agreement ”). This opinion is furnished to you at the request of the Borrowers pursuant to Section 3.01(a)(v) of the Credit Agreement. Unless otherwise defined herein or unless the context otherwise requires, terms defined in the Credit Agreement are used herein as therein defined.

In such capacity, I have examined:

(i) Counterparts of the Credit Agreement, executed by the Borrowers;

(ii) A copy of an executed promissory note, dated as of the date hereof, payable to CoBank, ACB, issued by the Borrowers pursuant to the Credit Agreement (the “ Note ”);

(iii) The Articles of Organization of EGSL (the “ Articles ”);

(iv) The Operating Agreement of EGSL (the “ Operating Agreement ”);

(v) A certificate of the Secretary of State of the State of Louisiana, dated August 4, 2015, attesting that ELL is a foreign limited liability company duly qualified to conduct business in that State;

(vi) A certificate of the Secretary of State of the State of Louisiana, dated August 4, 2015, attesting to the continued limited liability company existence and good standing of EGSL in that State; and

(vii) The other documents furnished by the Borrowers to the Administrative Agent pursuant to Section 3.01(a) of the Credit Agreement.

I have also examined such other corporate records of the Borrowers, certificates of public officials and of officers of the Borrowers, and agreements, instruments and other documents, as I have deemed necessary as a basis for the opinions expressed below. The Credit Agreement and the Note are sometimes referred to in this opinion collectively as the “ Loan Documents ” and each individually as a “ Loan Document ”.

In my examination, I have assumed the genuineness of all signatures (other than of the Borrowers), the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, and the conformity with the originals of all documents submitted to me as copies. In making my examination of documents and instruments executed or to be executed by persons other than the Borrowers, I have assumed that each such other person had the requisite power and authority to enter into and perform fully its obligations thereunder, the due authorization by each such other person for the execution, delivery and performance thereof and the due execution and delivery thereof by or on behalf of such person of each such document and instrument. In the case of any such person that is not a natural person, I have also assumed, insofar as it is relevant to the opinions set forth below, that each such other person is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was created, and is duly qualified and in good standing in each other jurisdiction where the failure to be so qualified could reasonably be expected to have a material effect upon its ability to execute, deliver and/or perform its obligations under any such document or instrument. I have further assumed that each document, instrument, agreement, record and certificate reviewed by me for purposes of rendering the opinions expressed below has not been amended by any oral agreement, conduct or course of dealing between the parties thereto.

As to questions of fact material to the opinions expressed herein, I have relied upon certificates and representations of officers of the Borrowers (including but not limited to those contained in the Credit Agreement and certificates delivered upon the execution and delivery of the Credit Agreement) and of appropriate public officials, without independent verification of such matters except as otherwise described herein.

Whenever my opinions herein with respect to the existence or absence of facts are stated to be to my knowledge or awareness, it is intended to signify that no information has come to my attention or the attention of other counsel working under my direction in connection with the preparation of this opinion letter that would give me or them actual knowledge of the existence or absence of such facts. However, except to the extent expressly set forth herein, neither I nor they have undertaken any independent investigation to determine the existence or absence of such facts, and no inference as to my or their knowledge of the existence or absence of such facts should be assumed.

On the basis of the foregoing, having regard for such legal consideration as I deem relevant, and subject to the other limitations and qualifications contained in this letter, I am of the opinion that:

(a) ELL is duly qualified to do business as a foreign limited liability company in the State of Louisiana.

(b) EGSL (A) is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Louisiana, and (B) has due business organization power and authority to execute, deliver and perform each Loan Document to which it is a party.

(c) The execution, delivery and performance by ELL of each Loan Document to which it is a party do not contravene (i) any law, regulation or order or approval of any governmental authority or regulatory body, or (ii) any contractual or legal restriction binding on or affecting ELL.

(d) The execution, delivery and performance by EGSL of each Loan Document to which it is a party are within EGSL’s limited liability company powers, have been duly authorized by all necessary limited liability company action and do not contravene (i) the Articles or the Operating Agreement, (ii) will not violate any provision of any law, rule or regulation applicable to EGSL or, to the best of my knowledge (having made due inquiry with respect thereto), any provision of any order, writ, judgment or decree of any governmental authority applicable to EGSL, or (iii) any contractual or legal restriction binding on or affecting EGSL.

(e) Each Loan Document to which EGSL is a party has been duly executed and delivered on behalf of EGSL.

(f) No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by each Borrower of each Loan Document to which it is a party, including obtaining any Extensions of Credit under the Credit Agreement, except for the FERC Authorizations, each of which has been duly obtained and is in full force and effect.

(g) Except as disclosed in the Disclosure Documents, there is no pending or threatened action or proceeding affecting any Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that could reasonably be expected to have a Material Adverse Effect with respect to such Borrower. To my knowledge, there has been no change in any matter disclosed in such Disclosure Documents that could reasonably be expected to result in such a Material Adverse Effect.

(h) No Borrower is an “investment company” or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.

My opinion set forth in paragraph (f) above as to the obtaining of necessary governmental and regulatory approvals is based solely upon a review of those laws, regulations and orders and approvals of governmental authorities and regulatory bodies that, in my experience, are normally applicable to the Borrowers in connection with transactions of the type contemplated by the Credit Agreement.

Notwithstanding the qualifications set forth above, I have no actual knowledge of any matter within the scope of said qualifications that would cause me to change the opinions set forth in this letter.

I am licensed to practice law only in the State of Louisiana, and this opinion is limited to matters involving the laws of the State of Louisiana and the federal laws of the United States of America.

My opinions are expressed as of the date hereof, and I do not assume any obligation to update or supplement my opinions to reflect any fact or circumstance that hereafter comes to my attention, or any change in law that hereafter occurs.

dated as of the date hereof on behalf of the Borrowers as to matters of New York law; (B) King & Spalding LLP hereby is authorized to rely on this letter in the rendering of their opinion to the Administrative Agent, the Lenders and the LC Issuing Banks dated as of the date hereof in connection with the transactions evidenced by the Loan Documents and (B) any addressee of this letter may deliver a copy hereof to any person that becomes a Lender or an LC Issuing Bank under the Credit Agreement after the date hereof, and such person may rely on this opinion as if it had been addressed and delivered to it on the date hereof as an original Bank or LC Issuing Bank that was a party to the Credit Agreement.

Very truly yours,

Dawn A. Balash

Senior Counsel

EXHIBIT C-2

FORM OF OPINION OF SPECIAL NEW YORK COUNSEL

FOR THE BORROWERS

August 14, 2015

To each of the Lenders parties to the

Credit Agreement referred to below,

to Citibank, N.A., as Administrative Agent,

and to the LC Issuing Banks

Entergy Louisiana, LLC and Entergy Gulf States Louisiana, L.L.C.

Ladies and Gentlemen:

We have acted as special New York counsel to Entergy Louisiana, LLC, a Texas limited liability company (“ ELL ”), and Entergy Gulf States Louisiana, L.L.C., a Louisiana limited liability company (“ EGSL ”, and together with ELL, the “ Borrowers ” and each a “ Borrower ”), in connection with the preparation, execution and delivery of the Amended and Restated Credit Agreement, dated as of August 14, 2015, by and among the Borrowers, the Lenders and LC Issuing Banks parties thereto and Citibank, N.A., as Administrative Agent, amending and restating (i) the Credit Agreement dated as of March 9, 2012 to which ELL is a party, as supplemented by the Extension Agreement dated as of March 1, 2013, and as further supplemented by the Extension Agreement dated as of March 14, 2014, and (ii) the Credit Agreement dated as of March 9, 2012 to which EGSL is a party, as supplemented by the Extension Agreement dated as of March 1, 2013, and as further supplemented by the Extension Agreement dated as of March 14, 2014 (such credit agreements, as so amended and restated, the “ Credit Agreement ”). This opinion is furnished to you at the request of the Borrowers pursuant to Section 3.01(a)(vi) of the Credit Agreement. Unless otherwise defined herein or unless the context otherwise requires, terms defined in the Credit Agreement are used herein as therein defined.

In this connection, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of (i) counterparts of the Credit Agreement executed by the Borrowers; (ii) a copy of an executed promissory note, dated as of the date hereof, payable to CoBank, ACB, issued by each Borrower pursuant to the Credit Agreement (the “ Note ”); (iii) the other documents furnished by the Borrowers to the Administrative Agent pursuant to Section 3.01(a) of the Credit Agreement; and (iv) such other documents and corporate records as we have deemed necessary or appropriate for the opinions expressed herein. The Credit Agreement and the Note are sometimes referred to in this opinion collectively as the “ Loan Documents ” and each individually as a “ Loan Document ”.

In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals and the conformity with original documents of all documents submitted to us as certified or photostatic copies. With respect to the Borrowers and each of the other parties to the Credit Agreement, we have assumed (i) that those parties are duly organized and existing and have the power and capacity to execute, deliver and perform all obligations under such documents, and (ii) the due authorization, execution and delivery of such documents by those parties. Regarding documents executed by parties other than the Borrowers, we have assumed the validity and binding effect of such documents upon those parties.

As used herein, the phrase “to our knowledge” with respect to the existence or absence of facts is intended to signify that, while we have made no specific inquiry or other independent examination to determine the existence or absence of such facts, the attorneys in this firm who were actively involved in negotiating the Credit Agreement have obtained no actual knowledge to the contrary regarding the Credit Agreement and the transactions contemplated thereby.

As to any facts that we did not independently establish or verify, we have relied without independent investigation upon statements, representations and certificates of officers of the Borrowers, and, as to the matters addressed therein, upon certificates or communications from public officials.

Based upon the foregoing, and subject to the qualifications hereinafter expressed, it is our opinion that:

(1) the execution, delivery and performance by each Borrower of each Loan Document to which it is a party do not contravene any provision of any New York or federal law, rule or regulation applicable to such Borrower or, to our knowledge, any provision of any New York or federal order, writ, judgment or decree applicable to such Borrower;

(2) no authorization, approval or other action by, and no notice to or filing with, any New York or federal governmental authority or regulatory body is required for the due execution, delivery and performance by each Borrower of each Loan Document to which it is a party, including obtaining any Extensions of Credit under the Credit Agreement, except for the FERC Authorizations, each of which has been duly obtained and is in full force and effect; and

(3) each Loan Document constitutes the legal, valid and binding obligation of each Borrower party thereto, enforceable against such Borrower in accordance with its terms.

Our opinion is subject to the following qualifications:

(a) The enforceability of each Borrower’s obligations under the Loan Documents to which it is a party is subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar law affecting creditors’ rights generally.

(b) The enforceability of each Borrower’s obligations under the Loan Documents to which it is a party is subject to the effect of general principles of equity, including (without limitation) concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). Such principles of equity are of general application, and, in applying such principles, a court, among other things, might not allow a contracting party to exercise remedies in respect of a default deemed immaterial, or might decline to order an obligor to perform covenants.

(c) We note further that, in addition to the application of equitable principles described above, courts have imposed an obligation on contracting parties to act reasonably and in good faith in the

exercise of their contractual rights and remedies, and may also apply public policy considerations in limiting the right of parties seeking to obtain indemnification under circumstances where the conduct of such parties is determined to have constituted negligence.

(d) We express no opinion herein as to (i) Section 8.05 of the Credit Agreement, (ii) the enforceability of provisions purporting to grant to a party conclusive rights of determination, (iii) the availability of specific performance or other equitable remedies, (iv) the enforceability of rights to indemnity under federal or state securities laws, or (v) the enforceability of waivers by parties of their respective rights and remedies under law.

This opinion is limited to the laws of the State of New York and the federal laws of the United States of America. Without limiting the generality of the foregoing, we express no opinion as to the effect of any laws other than the federal law of the United States of America or the law the State of New York wherein any Lender may be located or wherein enforcement of the Credit Agreement may be sought that limits the rate of interest legally chargeable or collectible.

This opinion is rendered solely for your benefit and, except as stated in the following sentences of this paragraph, may not be relied upon by any other party without our prior written consent. King & Spalding LLP is hereby authorized to rely on this opinion in the rendering of their opinion to the Administrative Agent, the Lenders and the LC Issuing Banks dated as of the date hereof in connection with the transactions evidenced by the Loan Documents. The Lenders, the LC Issuing Banks and the Administrative Agent are hereby authorized to deliver a copy of this opinion to any Person that becomes a Lender or LC Issuing Bank under the Credit Agreement after the date hereof, and any such Person may rely upon this opinion as if it had been addressed and delivered to it on the date hereof as an original Bank or LC Issuing Bank that was a party to the Credit Agreement.

This opinion is limited to laws currently in effect on the date hereof and to the facts as they currently exist. We assume no obligation to revise, supplement or otherwise update this opinion.

Very truly yours,

MORGAN LEWIS & BOCKIUS LLP

EXHIBIT C-3

FORM OF OPINION OF SPECIAL TEXAS COUNSEL

FOR Entergy Louisiana, LLC

August 14, 2015

To each of the Lenders parties to the

Credit Agreement referred to below,

to Citibank, N.A., as Administrative Agent,

and to the LC Issuing Banks

Entergy Louisiana, LLC

Ladies and Gentlemen:

We have acted as special Texas counsel to Entergy Louisiana, LLC, a Texas limited liability company (the “ Borrower ”), in connection with the execution and delivery of the Amended and Restated Credit Agreement, dated as of August 14, 2015, by and among the Borrower, Entergy Gulf States Louisiana, L.L.C., the Lenders and LC Issuing Banks parties thereto and Citibank, N.A., as Administrative Agent, amending and restating (i) the Credit Agreement dated as of March 9, 2012 to which the Borrower is a party, as supplemented by the Extension Agreement dated as of March 1, 2013, and as further supplemented by the Extension Agreement dated as of March 14, 2014, and (ii) the Credit Agreement dated as of March 9, 2012 to which Entergy Gulf States Louisiana, L.L.C. is a party, as supplemented by the Extension Agreement dated as of March 1, 2013, and as further supplemented by the Extension Agreement dated as of March 14, 2014 (such credit agreements, as so amended and restated, the “ Credit Agreement ”). This opinion is furnished to you at the request of the Borrower pursuant to Section 3.01(a)(vii) of the Credit Agreement. Unless otherwise defined herein or unless the context otherwise requires, terms defined in the Credit Agreement are used herein as therein defined.

In such capacity, we have examined and are familiar with:

(i) An original counterpart or a faxed or emailed copy of the Credit Agreement, executed by the Borrower;

(ii) An original counterpart or a faxed or emailed copy of the executed promissory note, dated as of the date hereof, payable to CoBank, ACB, issued by the Borrower pursuant to the Credit Agreement (the “ Note ”);

(iii) The Articles of Organization of the Borrower (the “ Charter ”);

(iv) The Regulations of the Borrower (the “ Regulations” );

(v) A certificate of the Secretary of State of the State of Texas, dated August 4, 2015, attesting to the continued limited liability company existence of the Borrower in that State; and

(vi) Original counterparts or faxed or emailed copies of the other documents furnished by the Borrower to the Administrative Agent pursuant to Section 3.01(a) of the Credit Agreement.

We have also examined such other corporate records of the Borrower, certificates of public officials and of officers of the Borrower, and agreements, instruments and other documents as we have deemed necessary as a basis for the opinions expressed below. The Credit Agreement and the Note are sometimes referred to in this opinion collectively as the “ Loan Documents ” and each individually as a “ Loan Document ”.

In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, and the conformity with the originals of all documents submitted to us as copies. In making our examination of documents and instruments executed or to be executed by persons other than the Borrower, we have assumed that each such party thereto had the requisite power and authority to enter into and perform fully its obligations thereunder, the due authorization of each person acting on behalf of such a party for the execution, delivery and performance thereof and the due execution and delivery thereof by or on behalf of such party. In the case of any such party that is not a natural person, we have also assumed, insofar as it is relevant to the opinions set forth below, that each such other party is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was created, and is duly qualified and in good standing in each other jurisdiction where the failure to be so qualified could reasonably be expected to have a material effect upon its ability to execute, deliver and/or perform its obligations under any such document or instrument. We have further assumed that each document, instrument, agreement, record and certificate reviewed by us for purposes of rendering the opinions expressed below has not been amended by any oral agreement, conduct or course of dealing between the parties thereto, although we have no knowledge of any facts or circumstances that could give rise to such an amendment.

As to questions of fact material to the opinions expressed herein, we have relied upon certificates and representations of officers of the Borrower (including but not limited to those contained in the Credit Agreement and certificates delivered upon the execution and delivery of the Credit Agreement) and of appropriate public officials, without independent verification of such matters except as otherwise described herein.

Whenever our opinions herein with respect to the existence or absence of facts are stated to be to our knowledge or awareness, it is intended to signify that no information has come to our attention in connection with the preparation of this opinion letter that would give us actual knowledge that would contradict such opinions. However, except to the extent expressly set forth herein, we have not undertaken any independent investigation to determine the existence or absence of such facts, and no inference as to our knowledge of the existence or absence of such facts (except to the extent necessary in order to give the opinions hereinafter expressed) should be assumed.

On the basis of the foregoing, having regard for such legal consideration as we deem relevant, and subject to the other limitations and qualifications contained in this letter, we are of the opinion that:

(a) The Borrower (i) is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Texas, and (ii) has due business organization power and authority to execute, deliver and perform each Loan Document to which it is a party.

(b) The execution, delivery and performance by the Borrower of each Loan Document to which it is a party (i) are within the Borrower’s limited liability company powers, (ii) have been duly authorized by all necessary limited liability company action, (iii) do not contravene the Charter or the Regulations, and (iv) will not violate any provision of any Texas law, rule or regulation applicable to the Borrower or, to the best of our knowledge (having made due inquiry with respect thereto as described below), any provision of any order, writ, judgment or decree of any Texas governmental authority applicable to the Borrower in the State of Texas; provided , however , we express no opinion as to whether or not any consents of or filings with any governmental authorities may be required under the provisions of the securities or blue sky laws of the State of Texas.

(d) No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body in the State of Texas is legally required for the due execution, delivery and performance by the Borrower of each Loan Document to which it is a party, including obtaining any Extensions of Credit under the Credit Agreement; provided , however , we express no opinion as to whether or not any consents of or filings with any governmental authorities may be required under the provisions of the securities or blue sky laws of the State of Texas.

Our opinions above are subject to the following qualifications:

(i) Our opinion in paragraph (a) is given exclusively in reliance upon a certification of the Secretary of State and a printout of the Borrower’s franchise account status page from the website of the Texas Comptroller of Public Accounts, upon which we believe we are justified in relying. We understand that copies of such documents have been provided to you.

(ii) Regarding our opinion set forth in paragraph (b) above concerning the non-violation of any orders, writs, judgments and decrees of any Texas governmental authority, with your permission we have limited our inquiry as follows. With respect to the existence and effect of orders, writs, judgments and decrees of Texas governmental authorities on matters other than orders, writs, judgments and decrees of the Public Utility Commission of Texas (the “ PUCT ”) and of Texas courts on matters regarding appeals of PUCT proceedings, our inquiry has been limited to a request made to the Borrower that it identify to us for our review any presently outstanding orders, writs, judgments and decrees of Texas governmental instrumentalities other than those constituting only money judgments and to our reliance on the Borrower’s certificate that there are no such presently outstanding orders, writs, judgments and decrees of Texas governmental instrumentalities other than money judgments. With respect to the existence and effect of orders, writs, judgments and decrees of the PUCT and of Texas courts on matters regarding appeals of PUCT proceedings, our inquiry has not been so limited.

(iii) Our opinion set forth in paragraph (d) above as to the obtaining of necessary governmental and regulatory approvals in the State of Texas is subject to the qualification that such opinion is based solely upon a review of those laws in the State of Texas that, in our experience, are normally applicable to the Borrower in connection with transactions of the type contemplated by the Loan Documents. We express no opinion as to the statutes and ordinances, the administrative decisions, and the rules and regulations of counties, towns, municipalities, and special political subdivisions (whether created or

enabled through legislative action at the federal, state, local, or regional level), and judicial decisions thereunder to the extent that they deal with any of the opinions set forth herein.

(iv) When in this letter we make reference to “our knowledge” or other reference to the knowledge of our firm, such references are limited to the knowledge of those lawyers in our firm who have taken on the responsibility of preparing this opinion letter and who have otherwise supervised our legal representation of the Borrower.

Notwithstanding the qualifications set forth above, we have no actual knowledge of any matter within the scope of said qualifications that would cause us to change the opinions set forth in this letter.

We are members of the Bar of the State of Texas and, except as otherwise provided herein, our role as counsel to the Borrower is limited to matters involving the laws of the State of Texas. Except to the extent otherwise expressly set forth herein, we render no opinion on the laws of any other jurisdiction or any subdivision thereof, and have made no independent investigation into any such laws except as specifically provided herein.

Our opinions are expressed as of the date hereof, and we do not assume any obligation to update or supplement our opinions to reflect any fact or circumstance that hereafter comes to our attention, or any change in law that hereafter occurs.

This opinion letter is being provided exclusively to and for the benefit of the addressees hereof. It is not to be relied upon by any other party for any other purpose, without prior express written authorization from us, except that (A) Morgan Lewis & Bockius LLP, special New York counsel to the Borrower, may rely hereon in connection with their opinion to you of even date herewith on behalf of the Borrower as to matters of New York law; (B) Dawn A. Balash, counsel to the Borrower, may rely hereon in connection with her opinion to you of even date herewith on behalf of the Borrower as to matters of Louisiana law; (C) King & Spalding LLP hereby is authorized to rely on this letter in the rendering of their opinion to the Administrative Agent, the Lenders and the LC Issuing Banks dated as of the date hereof in connection with the transactions evidenced by the Loan Documents; and (D) any addressee of this letter may deliver a copy hereof to any person that becomes a Lender or an LC Issuing Bank under the Credit Agreement after the date hereof, and such person may rely on this opinion as if it had been addressed and delivered to it on the date hereof as an original Bank or LC Issuing Bank that was a party to the Credit Agreement.

Very truly yours,

Duggins Wren Mann & Romero, LLP

EXHIBIT D

FORM OF OPINION OF SPECIAL NEW YORK

COUNSEL TO THE ADMINISTRATIVE AGENT

August 14, 2015

To each of the Lenders party to the

Credit Agreement referred to below,

to the LC Issuing Banks named therein and

Citibank, N.A., as Administrative Agent

Entergy Louisiana, LLC and Entergy Gulf States Louisiana, L.L.C.

Ladies and Gentlemen:

We have acted as special New York counsel to Citibank, N.A., as Administrative Agent, in connection with the preparation, execution and delivery of the Amended and Restated Credit Agreement, dated as of August 14, 2015 (the “ Credit Agreement ”), among Entergy Louisiana, LLC (“ ELL ”), Entergy Gulf States Louisiana, L.L.C. (together with ELL, the “ Borrowers ”), the Lenders and LC Issuing Banks parties thereto and Citibank, N.A., as Administrative Agent. This opinion is furnished to you at the request of the Borrowers pursuant to Section 3.01(a)(viii) of the Credit Agreement. Unless otherwise indicated, terms defined in the Credit Agreement are used herein as therein defined.

In that connection, we have examined the following documents:

(1) a counterpart of the Credit Agreement, executed by the parties thereto; and

(2) the other documents furnished to the Administrative Agent pursuant to Section 3.01(a) of the Credit Agreement, including (without limitation) the opinions (the “ Borrowers’ Opinions ”) of Dawn A. Balash, counsel to the Borrowers, Morgan Lewis & Bockius LLP, special New York counsel to the Borrowers, and Duggins Wren Mann & Romero, LLP, special Texas counsel to ELL.

In our examination of the documents referred to above, we have assumed the authenticity of all such documents submitted to us as originals, the genuineness of all signatures, the due authority of the parties executing such documents and the conformity to the originals of all such documents submitted to us as copies. We have also assumed that you have independently evaluated, and are satisfied with, the creditworthiness of the Borrowers and the business terms reflected in the Credit Agreement.

To the extent that our opinion expressed below involves conclusions as to matters governed by law other than the law of the State of New York, we have relied upon the Borrowers’ Opinions and have assumed without independent investigation the correctness of the matters set forth therein, our opinion expressed below being subject to the assumptions, qualifications and limitations set forth in the

Borrowers’ Opinions. We note that we do not represent the Borrowers and, accordingly, are not privy to the nature or character of their business. Accordingly, we have assumed that the Borrowers are subject only to statutes, rules, regulations, judgments, orders and other requirements of law of general applicability to corporations doing business in the State of New York. As to matters of fact, we have relied solely upon the documents we have examined.

Based upon the foregoing, and subject to the qualifications set forth below, we are of the opinion that, while we have not independently considered the matters covered by the Borrowers’ Opinions to the extent necessary to enable us to express the conclusions stated therein, the Borrowers’ Opinions and the other documents referred to in item (2) above are substantially responsive to the corresponding requirements set forth in Section 3.01(a) of the Credit Agreement pursuant to which the same have been delivered.

Our opinion expressed above is limited to the law of the State of New York, and we do not express any opinion herein concerning any other law.

This opinion letter speaks only as of the date hereof, and we expressly disclaim any responsibility to advise you of any development or circumstance, including changes of law of fact, that may occur after the date of this opinion letter that might affect the opinion expressed herein. This opinion letter is furnished to the addressees hereof solely in connection with the transactions contemplated by the Credit Agreement, is solely for the benefit of the addressees hereof and may not be relied upon by any other Person or for any other purpose without our prior written consent. Notwithstanding the foregoing, this opinion letter may be relied upon by any Person that becomes a Lender or an LC Issuing Bank after the date hereof in accordance with the provisions of the Credit Agreement as if this opinion letter were addressed and delivered to such Person on the date hereof. Any such reliance must be actual and reasonable under the circumstances existing at the time such Person becomes a Lender or an LC Issuing Bank, as applicable, taking into account any changes in law or facts and any other developments known to or reasonably knowable by such Person at such time.

Very truly yours,

EXHIBIT E-1

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships

For U.S. Federal Income Tax Purposes)

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Amended and Restated Credit Agreement, dated as of August 14, 2015 (as further amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among Entergy Louisiana, LLC, Entergy Gulf States Louisiana, L.L.C., Citibank, N.A., as the administrative agent (the “ Administrative Agent ”), and each lender and letter of credit issuer from time to time party thereto.

Pursuant to the provisions of Section 2.15(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(s) (as well as any promissory note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrowers with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Administrative Agent and the Borrowers, and (2) the undersigned shall have at all times furnished the Administrative Agent and the Borrowers with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]

By:

Name:

Title:

Date: ________ __, 20[ ]

EXHIBIT E-2

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships

For U.S. Federal Income Tax Purposes)

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 2.15(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]

By:

Name:

Title:

Date: ________ __, 20[ ]

EXHIBIT E-3

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships

For U.S. Federal Income Tax Purposes)

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 2.15(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]

By:

Name:

Title:

Date: ________ __, 20[ ]

EXHIBIT E-4

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Partnerships

For U.S. Federal Income Tax Purposes)

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 2.15(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(s) (as well as any promissory note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(s) (as well as any promissory note(s) evidencing such Advance(s)), (iii) with respect to the extension of credit pursuant to the Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrowers with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Administrative Agent and the Borrowers, and (2) the undersigned shall have at all times furnished the Administrative Agent and the Borrowers with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]

By:

Name:

Title:

Date: ________ __, 20[ ]

EXHIBIT F

FORM OF BORROWER ASSUMPTION AGREEMENT ¹

This Borrower Assumption Agreement (this “ Borrower Assumption Agreement ”) is dated as of [______ __, 2015] and is entered into by and between [ENTERGY LOUISIANA, LLC][ENTERGY GULF STATES LOUISIANA, L.L.C.][NAME OF EGSL RESULTING BORROWER] (the “ Predecessor ”) and [NAME OF ELL RESULTING BORROWER][NAME OF EGSL RESULTING BORROWER][Entergy Louisiana Power, LLC] (the “ Successor ”). Capitalized terms used but not defined herein shall have the meanings given to them in the Amended and Restated Credit Agreement, dated as of August 14, 2015 (as further amended, restated, amended and restated, supplemented or otherwise modified, the “ Credit Agreement ”), among Entergy Louisiana, LLC, Entergy Gulf States Louisiana, L.L.C., the Lenders and LC Issuing Banks parties thereto and Citibank, N.A., as the Administrative Agent.

Assumption . The Predecessor hereby confirms that, in a merger in accordance with the Texas Business Organization Code, it irrevocably allocated to the Successor, and the Successor hereby confirms that, in a merger in accordance with the Texas Business Organization Code, it irrevocably accepted such allocation and assumed from the Predecessor, subject to and in accordance with Section 2.20 of the Credit Agreement, as of the date of this Borrower Assumption Agreement, (i) all of the Predecessor’s rights and obligations in its capacity as a Borrower under the Credit Agreement and each other Loan Document (including, without limitation, those obligations under the Loan Documents arising from events that occurred before the date of this Borrower Assumption Agreement and those obligations that expressly survive the repayment of all amounts under the Loan Documents or termination of the Commitments) and (ii) to the extent permitted to be allocated under applicable law, all claims, suits, causes of action and any other right of the Predecessor (in its capacity as a Borrower) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations allocated pursuant to clause (i) above (the rights and obligations allocated by the Predecessor to the Successor pursuant to clauses (i) and (ii) above being referred to herein collectively as the “ Allocated Interest ”). Each such allocation is without recourse to the Predecessor and without representation or warranty by the Predecessor. The Successor hereby agrees to become a Borrower under the Credit Agreement and shall have all of the obligations

1. NOTE: This form may be adapted for the following assumptions contemplated under Section 2.20: (a) if the transactions necessary to consummate the Business Combination do not occur substantially simultaneously (or in any event within the same Business Day), (i) the assumption by the Resulting Borrower of ELL (the “ ELL Resulting Borrower ”) of such existing Borrower’s obligations under the Loan Documents, (ii) the assumption by the Resulting Borrower of EGSL (the “ EGSL Resulting Borrower ”) of such existing Borrower’s obligations under the Loan Documents and (iii) the assumption by the Sole Borrower of the EGSL Resulting Borrower’s obligations under the Loan Documents (it being understood that the ELL Resulting Borrower and the Sole Borrower are the same entity, thereby avoiding the need for a separate assumption by the Sole Borrower of the ELL Resulting Borrower’s obligations under the Loan Documents), and (b) if the transactions necessary to consummate the Business Combination do occur substantially simultaneously (and in any event within the same Business Day), (i) the assumption by the Sole Borrower of ELL’s obligations under the Loan Documents and (ii) the assumption by the Sole Borrower of EGSL’s obligations under the Loan Documents.

of a Borrower thereunder as if it had executed the Credit Agreement. Without limiting the generality of the foregoing, the Successor hereby assumes and agrees punctually to pay, perform and discharge when due all of the Advances constituting a part of the Allocated Interest and the related obligations under the Loan Documents and each agreement made or to be performed by a Borrower under the Loan Documents.

Further Assurances . The Successor agrees to take, and, to the extent legally possible, cause the other parties to the Business Combination to take, such actions and furnish all such information, in each case, from time to time reasonably requested by the Administrative Agent (or any LC Issuing Bank or any Lender through the Administrative Agent) in order to effect the purposes of this Borrower Assumption Agreement, including furnishing the Administrative Agent with such certifications, financial or other information, approvals and documents as required by applicable law or any Lender’s internal processes.

Release of Certain Obligations . [Upon the effectiveness of the corresponding Resulting Borrower Transaction][Upon the effectiveness of the Sole Borrower Transaction], the Predecessor shall no longer be a Borrower under the Credit Agreement or any other Loan Document, nor have any rights or obligations of a Borrower thereunder, and shall be released from any and all obligations under the Loan Documents.


4.	Ratification . The Successor confirms it has received a copy of the Credit Agreement and the other applicable Loan Documents. The Successor hereby ratifies and agrees to be bound by, all of the terms and conditions contained in the Credit Agreement and the other applicable Loan Documents.

General Provisions . This Borrower Assumption Agreement shall constitute a Loan Document. This Borrower Assumption Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Borrower Assumption Agreement may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Borrower Assumption Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Borrower Assumption Agreement. This Borrower Assumption Agreement shall be governed by, and construed in accordance with, the law of the State of New York.

[Signature pages follow]

F-3

The terms set forth in this Borrower Assumption Agreement are hereby agreed to:

PREDECESSOR

[ENTERGY LOUISIANA, LLC]

[ENTERGY GULF STATES LOUISIANA, L.L.C.]

[NAME OF EGSL RESULTING BORROWER]

By:

Title:

SUCCESSOR

[Entergy Louisiana Power, LLC]

[NAME OF EGSL RESULTING BORROWER]

By:

Title:

Exhibit 4.5

EXECUTION COPY

AMENDMENT

Dated as of August 28, 2015

To the Lenders party to the Credit Agreement

and the Administrative Agent referred to below

Ladies and Gentlemen:

Reference is made to the following documents:


(i)	the Amended and Restated Credit Agreement, dated as of August 14, 2015 (the “ ETR Credit Agreement ”), among Entergy Corporation, as the Borrower, the banks and other financial institutions party thereto as Lenders, Citibank, N.A., as Administrative Agent and as an LC Issuing Bank, and the other LC Issuing Banks party thereto;


(ii)	the Amended and Restated Credit Agreement, dated as of August 14, 2015 (the “ EAI Credit Agreement ”), among Entergy Arkansas, Inc., as the Borrower, the banks and other financial institutions party thereto as Lenders, Citibank, N.A., as Administrative Agent and as an LC Issuing Bank, and the other LC Issuing Banks party thereto,


(iii)	the Amended and Restated Credit Agreement, dated as of August 14, 2015 (the “ ELL-EGSL Credit Agreement ”), among Entergy Louisiana, LLC and Entergy Gulf States Louisiana, L.L.C., as the Borrowers, the banks and other financial institutions party thereto as Lenders, Citibank, N.A., as Administrative Agent and as an LC Issuing Bank, and the other LC Issuing Banks party thereto; and


(iv)	the Amended and Restated Credit Agreement, dated as of August 14, 2015 (the “ ETI Credit Agreement ”), among Entergy Texas, Inc., as the Borrower, the banks and other financial institutions party thereto as Lenders, Citibank, N.A., as Administrative Agent and as an LC Issuing Bank, and the other LC Issuing Banks party thereto.

The ETR Credit Agreement, the EAI Credit Agreement, the ELL-EGSL Credit Agreement and the ETI Credit Agreement are herein referred to as, collectively, the “ Credit Agreements ”. Unless otherwise indicated, capitalized terms used herein and not otherwise defined herein have the meanings given such terms in the Credit Agreements.

Section 1. Amendment to Credit Agreements. The parties hereto agree that, subject to the satisfaction of the conditions precedent set forth in Section 2 below, each Credit Agreement is amended as follows:

(a) The definition of “Eurodollar Rate” set forth in Section 1.01 is amended to delete the text “(rounded upward to the nearest 1/16 ^th of 1%)”.

Section 2. Conditions Precedent. Section 1 above shall be effective as of the date hereof when and if the Administrative Agent under each Credit Agreement shall have received counterparts of this amendment

(this “ Amendment ”), duly executed by the Borrower under each Credit Agreement and the Lenders under each Credit Agreement.

Section 3. Effect on the Credit Agreements. Except as expressly provided above, the execution, delivery and effectiveness of this Amendment shall not operate as an amendment or waiver of any right, power or remedy of any Lender under any Loan Document, nor constitute an amendment or waiver of any provision of any Loan Document. Except as expressly provided above, each Loan Document is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. This Amendment shall constitute a Loan Document under each Credit Agreement and shall be binding on the parties hereto and their respective successors and permitted assigns under the Loan Documents. Upon and after the execution of this Amendment by each of the parties hereto, each reference in the respective Credit Agreements to “this Agreement”, “hereunder”, “hereof” or words of like import referring to such Credit Agreement, and each reference in the other Loan Documents corresponding to such Credit Agreement to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to such Credit Agreement, shall mean and be a reference to such Credit Agreement, as amended by this Amendment.

Section 4. Counterparts . This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Amendment.

Section 5. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

[Remainder of page intentionally left blank]

Please indicate your agreement to the foregoing by signing and returning a counterpart to this Amendment by facsimile or e-mail to Meredith Jetton (fax no. 212-556-2222, Attention: Meredith Jetton / mjetton@kslaw.com ).

Very truly yours,

ENTERGY CORPORATION

By: /s/ Steven C. McNeal

Steven C. McNeal

Vice President and Treasurer

ENTERGY ARKANSAS, INC.

ENTERGY LOUISIANA, LLC

Entergy Gulf States Louisiana, L.L.C.

Entergy Texas, Inc.

By: /s/ Stacey M. Lousteau

Stacey M. Lousteau

Assistant Treasurer

The undersigned hereby agree to the foregoing:

Citibank, N.A. , as Administrative Agent and a Lender

By /s/ Richard Rivera

Name: Richard Rivera

Title: Vice President

JPMorgan chase bank, n.a.

By /s/ Bridget Killackey

Name: Bridget Killackey

Title: Vice President

WELLS FARGO BANK, NATIONAL ASSOCIATION

By /s/ Nick Schmiesing_

Name: Nick Schmiesing

Title: Vice President

BNP PARIBAS

By /s/ Karima Omar

Name: Karima Omar

Title: Vice President

By /s/ Ted Sheen

Name: Ted Sheen

Title: Vice President

BANK OF THE WEST

By /s/ Brad Conley

Name: Brad Conley

Title: Vice President

MIZUHO BANK, LTD.

By /s/ Raymond Ventura

Name: Raymond Ventura

Title: Deputy General Manager

THE BANK OF NOVA SCOTIA

By /s/ Thane Rattew

Name: Thane Rattew

Title: Managing Director

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

By /s/ Lindsay Minneman

Name: Lindsay Minneman

Title: Vice President

BANK OF AMERICA, N.A.

As Bank

By /s/ William Merritt

Name: William Merritt

Title: Vice President

GOLDMAN SACHS BANK USA

By /s/ Michelle Latzoni

Name: Michelle Latzoni

Title: Authorized Signatory

MORGAN STANLEY BANK, N.A.,

By /s/ Dmitriy Barskiy

Name: Dmitriy Barskiy

Title: Authorized Signatory

KEYBANK NATIONAL ASSOCIATION

By /s/ Paul J. Pace

Name: Paul J. Pace

Title: Senior Vice President

BARCLAYS BANK PLC, as a Lender

By /s/ Mathew Cybul

Name: Mathew Cybul

Title: Assistant Vice President

COBANK, ACB

By /s/ Josh Batchelder

Name: Josh Batchelder

Title: Vice President

THE BANK OF NEW YORK MELLON

By /s/ Hussam S. Alsahlani

Name: Hussam S. Alsahlani

Title: Vice President

REGIONS BANK

By /s/ Jennifer Fitzgerald

Name: Jennifer Fitzgerald

Title: Vice President

SUMITOMO MITSUI BANKING CORPORATION

By /s/ James D. Weinstein

Name: James D. Weinstein

Title: Managing Director

U.S. BANK NATIONAL ASSOCIATION

By /s/ Michael T. Sagges

Name: Michael T. Sagges

Title: Vice President

THE NORTHERN TRUST COMPANY

By /s/ Keith L. Burson

Name: Keith L. Burson

Title: Senior Vice President

WHITNEY BANK

By /s/ Philip E. Gordillo

Name: Philip E. Gordillo

Title: Senior Vice President

CAPITAL ONE, NATIONAL ASSOCIATION

By /s/ Katherine G. Kay

Name: Katherine G. Kay

Title: Senior Vice President

TAIWAN COOPERATIVE BANK CO., LTD., ACTING THROUGH ITS LOS

ANGELES BRANCH AS BANK

By /s/ Ming-Chih Chen

Name: Ming-Chih Chen

Title: VP & General Manager

CHANG HWA COMMERCIAL BANK LTD.

LOS ANGELES BRANCH

By /s/ Kang Yang

Name: Kang Yang

Title: Vice President & General Manager

TAIWAN BUSINESS BANK, LOS ANGELES BRANCH

By /s/ Sandy Chen

Name: Sandy Chen

Title: General Manager

Bank Hapoalim BM

By /s/ Helen H. Gateson

Name: Helen H. Gateson

Title: Vice President

By /s/ Charles McLaughlin

Name: Charles McLaughlin

Title: Senior Vice President

Exhibit 4.6

9.1

BORROWER ASSUMPTION AGREEMENT

This Borrower Assumption Agreement (this “ Borrower Assumption Agreement ”) is dated as of October 1, 2015 and is entered into by and among ENTERGY LOUISIANA, LLC, ENTERGY GULF STATES LOUISIANA, LLC (together, the “ Predecessors ”) and Entergy Louisiana Power, LLC (the “ Successor ”). Capitalized terms used but not defined herein shall have the meanings given to them in the Amended and Restated Credit Agreement, dated as of August 14, 2015 (as further amended, restated, amended and restated, supplemented or otherwise modified, the “ Credit Agreement ”), among Entergy Louisiana, LLC, Entergy Gulf States Louisiana, L.L.C., the Lenders and LC Issuing Banks parties thereto and Citibank, N.A., as the Administrative Agent.

Assumption . Each Predecessor hereby confirms that, in a merger in accordance with the Texas Business Organization Code, it irrevocably allocated to the Successor, and the Successor hereby confirms that, in a merger in accordance with the Texas Business Organization Code, it irrevocably accepted such allocation and assumed from such Predecessor, subject to and in accordance with Section 2.20 of the Credit Agreement, as of the date of this Borrower Assumption Agreement, (i) all of such Predecessor’s rights and obligations in its capacity as a Borrower under the Credit Agreement and each other Loan Document (including, without limitation, those obligations under the Loan Documents arising from events that occurred before the date of this Borrower Assumption Agreement and those obligations that expressly survive the repayment of all amounts under the Loan Documents or termination of the Commitments) and (ii) to the extent permitted to be allocated under applicable law, all claims, suits, causes of action and any other right of such Predecessor (in its capacity as a Borrower) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations allocated pursuant to clause (i) above (the rights and obligations allocated by each Predecessor to the Successor pursuant to clauses (i) and (ii) above being referred to herein collectively as the “ Allocated Interest ”). Each such allocation is without recourse to such Predecessor and without representation or warranty by such Predecessor. The Successor hereby agrees to become a Borrower under the Credit Agreement and shall have all of the obligations of a Borrower thereunder as if it had executed the Credit Agreement. Without limiting the generality of the foregoing, the Successor hereby assumes and agrees punctually to pay, perform and discharge when due all of the Advances constituting a part of the Allocated Interest and the related obligations under the Loan Documents and each agreement made or to be performed by a Borrower under the Loan Documents.


3.	Release of Certain Obligations . Upon the effectiveness of the Sole Borrower Transaction, neither Predecessor shall be a Borrower under the Credit Agreement or any other Loan Document, nor have any rights or obligations of a Borrower thereunder, and each Predecessor shall be released from any and all obligations under the Loan Documents.


4.	Ratification . The Successor confirms it has received a copy of the Credit Agreement and the other applicable Loan Documents. The Successor hereby ratifies and agrees to be bound by, all of the terms and conditions contained in the Credit Agreement and the other applicable Loan Documents.

[Signature pages follow]

The terms set forth in this Borrower Assumption Agreement are hereby agreed to:

PREDECESSORS

ENTERGY LOUISIANA, LLC

ENTERGY GULF STATES LOUISIANA, LLC


By:	/s/ Stacey M. Lousteau

Name: Stacey M. Lousteau

Title: Assistant Treasurer

SUCCESSOR

Entergy Louisiana Power, LLC


By:	/s/ Stacey M. Lousteau

Name: Stacey M. Lousteau

Title: Assistant Treasurer

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-190911-07 on Form S-3 of Entergy Louisiana, LLC of our report dated February 26, 2015, relating to the financial statements of Entergy Gulf States Louisiana, L.L.C. as of December 31, 2014 and 2013 and for each of the three years in the period ended December 31, 2014, included in this Current Report on Form 8-K of Entergy Louisiana, LLC, dated October 1, 2015.

/s/ DELOITTE & TOUCHE LLP

New Orleans, Louisiana

October 1, 2015

Exhibit 99.1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Members of

Entergy Gulf States Louisiana, L.L.C.

Jefferson, Louisiana

We have audited the accompanying balance sheets of Entergy Gulf States Louisiana, L.L.C. (the “Company”) as of December 31, 2014 and 2013, and the related income statements, statements of comprehensive income, statements of cash flows, and statements of changes in equity for each of the three years in the period ended December 31, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, such financial statements present fairly, in all material respects, the financial position of Entergy Gulf States Louisiana, L.L.C. as of December 31, 2014 and 2013, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2014, in conformity with accounting principles generally accepted in the United States of America.

/s/ DELOITTE & TOUCHE LLP

New Orleans, Louisiana

February 26, 2015



ENTERGY GULF STATES LOUISIANA, L.L.C.
INCOME STATEMENTS

	For the Years Ended December 31,
	2014			2013			2012
	(In Thousands)

OPERATING REVENUES
Electric		$2,079,236			$1,881,895			$1,606,165
Natural gas	71,690			59,238			48,729
TOTAL	2,150,926			1,941,133			1,654,894

OPERATING EXPENSES
Operation and Maintenance:
Fuel, fuel-related expenses, and gas purchased for resale	350,765			286,625			194,878
Purchased power	849,165			731,611			562,247
Nuclear refueling outage expenses	21,443			20,345			17,565
Other operation and maintenance	392,398			398,589			361,415
Decommissioning	16,844			15,908			15,024
Taxes other than income taxes	84,178			80,307			76,295
Depreciation and amortization	155,383			150,929			146,673
Other regulatory charges (credits) - net	(12,640		)	9,482			31,835
TOTAL	1,857,536			1,693,796			1,405,932

OPERATING INCOME	293,390			247,337			248,962

OTHER INCOME
Allowance for equity funds used during construction	7,433			8,062			8,694
Interest and investment income	40,448			52,953			42,773
Miscellaneous - net	(7,608		)	(11,567		)	(8,928		)
TOTAL	40,273			49,448			42,539

INTEREST EXPENSE
Interest expense	86,705			81,118			83,251
Allowance for borrowed funds used during construction	(4,315		)	(2,814		)	(3,343		)
TOTAL	82,390			78,304			79,908

INCOME BEFORE INCOME TAXES	251,273			218,481			211,593

Income taxes	88,782			56,819			52,616

NET INCOME	162,491			161,662			158,977

Preferred distribution requirements and other	827			825			825

EARNINGS APPLICABLE TO COMMON EQUITY		$161,664			$160,837			$158,152

See Notes to Financial Statements.



ENTERGY GULF STATES LOUISIANA, L.L.C.
STATEMENTS OF COMPREHENSIVE INCOME

	For the Years Ended December 31,
	2014			2013		2012
	(In Thousands)

Net Income		$162,491			$161,662		$158,977

Other comprehensive income
Pension and other postretirement liabilities
(net of tax expense (benefit) of ($15,777), $34,126, and $8,732)	(25,145		)	37,027		4,381
Other comprehensive income	(25,145		)	37,027		4,381

Comprehensive Income		$137,346			$198,689		$163,358

See Notes to Financial Statements.



ENTERGY GULF STATES LOUISIANA, L.L.C.
STATEMENTS OF CASH FLOWS

	For the Years Ended December 31,
	2014			2013			2012
	(In Thousands)
OPERATING ACTIVITIES
Net income		$162,491			$161,662			$158,977
Adjustments to reconcile net income to net cash flow provided by operating activities:
Depreciation, amortization, and decommissioning, including nuclear fuel amortization	230,795			223,420			214,929
Deferred income taxes, investment tax credits, and non-current taxes accrued	99,404			86,125			92,523
Changes in working capital:
Receivables	31,710			(61,561		)	87,089
Fuel inventory	10,348			412			(3,718		)
Accounts payable	3,646			24,694			(1,725		)
Prepaid taxes and taxes accrued	(2,050		)	(43,029		)	(86,346		)
Interest accrued	1,267			371			(647		)
Deferred fuel costs	20,205			(10,573		)	(96,230		)
Other working capital accounts	22,323			(5,434		)	(5,548		)
Changes in provisions for estimated losses	69,839			(60,084		)	(2,222		)
Changes in other regulatory assets	(101,173		)	123,254			(73,082		)
Changes in pension and other postretirement liabilities	126,889			(140,643		)	83,440
Other	(83,143		)	136,112			(21,232		)
Net cash flow provided by operating activities	592,551			434,726			346,208
INVESTING ACTIVITIES
Construction expenditures	(272,738		)	(267,122		)	(284,458		)
Allowance for equity funds used during construction	7,433			8,062			8,694
Nuclear fuel purchases	(40,319		)	(141,176		)	(51,610		)
Proceeds from sale of nuclear fuel	66,220			19,401			67,632
Investment in affiliates	(66,243		)	—			—
Payment to storm reserve escrow account	(68,523		)	(29		)	(99		)
Receipts from storm reserve escrow account	—			65,475			3,364
Proceeds from nuclear decommissioning trust fund sales	173,530			193,792			131,042
Investment in nuclear decommissioning trust funds	(191,402		)	(213,122		)	(150,601		)
Change in money pool receivable - net	759			(1,925		)	23,596
Proceeds from the sale of investment	—			—			51,000
Net cash flow used in investing activities	(391,283		)	(336,644		)	(201,440		)
FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	108,730			69,770			74,251
Retirement of long-term debt	—			(75,000		)	(70,840		)
Change in money pool payable - net	—			(7,074		)	7,074
Changes in credit borrowings - net	(14,800		)	14,800			(29,400		)
Dividends/distributions paid:
Common equity	(166,901		)	(119,900		)	(114,200		)
Preferred membership interests	(825		)	(825		)	(825		)
Other	19,910			42			13
Net cash flow used in financing activities	(53,886		)	(118,187		)	(133,927		)

Net increase (decrease) in cash and cash equivalents	147,382			(20,105		)	10,841
Cash and cash equivalents at beginning of period	15,581			35,686			24,845
Cash and cash equivalents at end of period		$162,963			$15,581			$35,686
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid (received) during the period for:
Interest - net of amount capitalized		$82,531			$77,882			$80,848
Income taxes		($1,009	)		$5,064			$89,191
See Notes to Financial Statements.



ENTERGY GULF STATES LOUISIANA, L.L.C.
BALANCE SHEETS
ASSETS

	December 31,
	2014			2013
	(In Thousands)

CURRENT ASSETS
Cash and cash equivalents:
Cash		$53,394			$1,739
Temporary cash investments	109,569			13,842
Total cash and cash equivalents	162,963			15,581
Accounts receivable:
Customer	67,006			69,648
Allowance for doubtful accounts	(625		)	(909		)
Associated companies	86,966			107,723
Other	18,379			22,945
Accrued unbilled revenues	54,079			58,867
Total accounts receivable	225,805			258,274
Deferred fuel costs	—			9,625
Fuel inventory - at average cost	16,207			26,555
Materials and supplies - at average cost	121,237			122,909
Deferred nuclear refueling outage costs	7,416			25,975
Prepayments and other	45,122			36,698
TOTAL	578,750			495,617

OTHER PROPERTY AND INVESTMENTS
Investment in affiliate preferred membership interests	355,906			289,664
Decommissioning trust funds	637,744			573,744
Non-utility property - at cost (less accumulated depreciation)	193,407			174,134
Storm reserve escrow account	90,061			21,538
Other	14,887			14,145
TOTAL	1,292,005			1,073,225

UTILITY PLANT
Electric	7,600,730			7,400,689
Natural gas	148,586			143,902
Construction work in progress	127,436			105,314
Nuclear fuel	131,901			196,508
TOTAL UTILITY PLANT	8,008,653			7,846,413
Less - accumulated depreciation and amortization	4,176,242			4,071,762
UTILITY PLANT - NET	3,832,411			3,774,651

DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
Regulatory asset for income taxes - net	161,714			165,456
Other regulatory assets	426,381			321,466
Deferred fuel costs	100,124			100,124
Other	12,438			12,049
TOTAL	700,657			599,095

TOTAL ASSETS		$6,403,823			$5,942,588

See Notes to Financial Statements.



ENTERGY GULF STATES LOUISIANA, L.L.C.
BALANCE SHEETS
LIABILITIES AND EQUITY

	December 31,
	2014			2013
	(In Thousands)

CURRENT LIABILITIES
Currently maturing long-term debt		$31,955			$—
Accounts payable:
Associated companies	102,933			95,853
Other	108,874			103,314
Customer deposits	56,749			51,839
Accumulated deferred income taxes	21,095			36,330
Interest accrued	27,075			25,808
Deferred fuel costs	10,580			—
Other	44,517			43,097
TOTAL	403,778			356,241

NON-CURRENT LIABILITIES
Accumulated deferred income taxes and taxes accrued	1,601,032			1,512,547
Accumulated deferred investment tax credits	72,277			75,295
Other regulatory liabilities	176,305			159,429
Decommissioning and asset retirement cost liabilities	446,619			403,084
Accumulated provisions	106,985			37,146
Pension and other postretirement liabilities	401,144			274,315
Long-term debt	1,590,862			1,527,465
Long-term payables - associated companies	26,156			27,900
Other	148,102			108,189
TOTAL	4,569,482			4,125,370

Commitments and Contingencies

EQUITY
Preferred membership interests without sinking fund	10,000			10,000
Member’s equity	1,473,910			1,479,179
Accumulated other comprehensive loss	(53,347		)	(28,202		)
TOTAL	1,430,563			1,460,977

TOTAL LIABILITIES AND EQUITY		$6,403,823			$5,942,588

See Notes to Financial Statements.



ENTERGY GULF STATES LOUISIANA, L.L.C.
STATEMENTS OF CHANGES IN EQUITY
For the Years Ended December 31, 2014, 2013, and 2012

			Common Equity
	Preferred Membership Interests		Member’s Equity			Accumulated Other Comprehensive Loss			Total
	(In Thousands)

Balance at December 31, 2011		$10,000		$1,393,386			($69,610	)		$1,333,776
Net income	—		158,977			—			158,977
Member contribution	—		1,000			—			1,000
Other comprehensive income	—		—			4,381			4,381
Dividends/distributions declared on common equity	—		(114,200		)	—			(114,200		)
Dividends/distributions declared on preferred membership interests	—		(825		)	—			(825		)
Other	—		(105		)	—			(105		)
Balance at December 31, 2012		$10,000		$1,438,233			($65,229	)		$1,383,004
Net income	—		161,662			—			161,662
Other comprehensive income	—		—			37,027			37,027
Dividends/distributions declared on common equity	—		(119,900		)	—			(119,900		)
Dividends/distributions declared on preferred membership interests	—		(825		)	—			(825		)
Other	—		9			—			9
Balance at December 31, 2013		$10,000		$1,479,179			($28,202	)		$1,460,977
Net income	—		162,491			—			162,491
Other comprehensive income	—		—			(25,145		)	(25,145		)
Dividends/distributions declared on common equity	—		(166,901		)	—			(166,901		)
Dividends/distributions declared on preferred membership interests	—		(827		)	—			(827		)
Other	—		(32		)	—			(32		)
Balance at December 31, 2014		$10,000		$1,473,910			($53,347	)		$1,430,563

See Notes to Financial Statements.

Exhibit 99.2

** Notes to Financial Statements were originally prepared and filed on a combined basis with Entergy Corporation, Entergy Arkansas, Inc., Entergy Louisiana, LLC, Entergy Mississippi, Inc., Entergy New Orleans, Inc., Entergy Texas, Inc., and System Energy Resources, Inc. in such registrants’ Annual Report on Form 10-K for the year ended December 31, 2014.

ENTERGY CORPORATION AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

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

Use of Estimates in the Preparation of Financial Statements

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

Revenues and Fuel Costs

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

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

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Entergy records revenue from sales under rates implemented subject to refund less estimated amounts accrued for probable refunds when Entergy believes it is probable that revenues will be refunded to customers based upon the status of the rate proceeding as of the date the financial statements are prepared.

Entergy’s Utility operating companies’ rate schedules include either fuel adjustment clauses or fixed fuel factors, which allow either current recovery in billings to customers or deferral of fuel costs until the costs are billed to customers. Where the fuel component of revenues is billed based on a pre-determined fuel cost (fixed fuel factor), the fuel factor remains in effect until changed as part of a general rate case, fuel reconciliation, or fixed fuel factor filing. System Energy’s operating revenues are intended to recover from Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans operating expenses and capital costs attributable to Grand Gulf. The capital costs are computed by allowing a return on System Energy’s common equity funds allocable to its net investment in Grand Gulf, plus System Energy’s effective interest cost for its debt allocable to its investment in Grand Gulf.

Accounting for MISO transactions

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

Property, Plant, and Equipment

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

Electric plant includes the portions of Grand Gulf and Waterford 3 that have been sold and leased back. For financial reporting purposes, these sale and leaseback arrangements are reflected as financing transactions.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Net property, plant, and equipment for Entergy (including property under capital lease and associated accumulated amortization) by business segment and functional category, as of December 31, 2014 and 2013, is shown below:



2014	Entergy		Utility		Entergy Wholesale Commodities		Parent & Other
	(In Millions)
Production
Nuclear		$9,639		$6,586		$3,053		$—
Other	3,425		3,067		358		—
Transmission	4,197		4,164		33		—
Distribution	6,973		6,973		—		—
Other	1,521		1,373		145		3
Construction work in progress	1,426		969		456		1
Nuclear fuel	1,542		840		702		—
Property, plant, and equipment - net		$28,723		$23,972		$4,747		$4



2013	Entergy		Utility		Entergy Wholesale Commodities		Parent & Other
	(In Millions)
Production
Nuclear		$9,667		$6,601		$3,066		$—
Other	2,836		2,465		371		—
Transmission	3,929		3,894		35		—
Distribution	6,716		6,716		—		—
Other	1,652		1,475		174		3
Construction work in progress	1,515		1,217		298		—
Nuclear fuel	1,567		855		712		—
Property, plant, and equipment - net		$27,882		$23,223		$4,656		$3

Depreciation rates on average depreciable property for Entergy approximated 2.8% in 2014, 2.6% in 2013, and 2.5% in 2012. Included in these rates are the depreciation rates on average depreciable Utility property of 2.5% in 2014, 2.5% in 2013, and 2.4% 2012, and the depreciation rates on average depreciable Entergy Wholesale Commodities property of 5.5% in 2014, 4.1% in 2013, and 3.5% in 2012. The increase in 2014 for Entergy Wholesale Commodities resulted from implementation of a new depreciation study.

Entergy amortizes nuclear fuel using a units-of-production method. Nuclear fuel amortization is included in fuel expense in the income statements.

“Non-utility property - at cost (less accumulated depreciation)” for Entergy is reported net of accumulated depreciation of $185.5 million and $203 million as of December 31, 2014 and 2013, respectively.

Construction expenditures included in accounts payable is $209 million and $166 million at December 31, 2014 and 2013, respectively.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Net property, plant, and equipment for the Registrant Subsidiaries (including property under capital lease and associated accumulated amortization) by company and functional category, as of December 31, 2014 and 2013, is shown below:



2014	Entergy Arkansas		Entergy Gulf States Louisiana		Entergy Louisiana		Entergy Mississippi		Entergy New Orleans			Entergy Texas		System Energy
	(In Millions)
Production
Nuclear		$1,097		$1,403		$2,151		$—		$—			$—		$1,935
Other	593		282		1,279		526		(11		)	399		—
Transmission	1,166		711		859		642		44			695		48
Distribution	1,928		1,004		1,443		1,125		357			1,116		—
Other	164		173		287		194		181			98		17
Construction work in progress	284		127		242		68		19			125		50
Nuclear fuel	294		132		163		—		—			—		251
Property, plant, and equipment - net		$5,526		$3,832		$6,424		$2,555		$590			$2,433		$2,301



2013	Entergy Arkansas		Entergy Gulf States Louisiana		Entergy Louisiana		Entergy Mississippi		Entergy New Orleans			Entergy Texas		System Energy
	(In Millions)
Production
Nuclear		$1,047		$1,422		$2,202		$—		$—			$—		$1,930
Other	609		271		684		537		(7		)	371		—
Transmission	1,086		646		770		638		31			673		49
Distribution	1,831		950		1,420		1,096		340			1,079		—
Other	192		184		292		197		181			106		17
Construction work in progress	209		105		673		37		29			95		29
Nuclear fuel	322		197		147		—		—			—		189
Property, plant, and equipment - net		$5,296		$3,775		$6,188		$2,505		$574			$2,324		$2,214

Depreciation rates on average depreciable property for the Registrant Subsidiaries are shown below:



	Entergy Arkansas	Entergy Gulf States Louisiana	Entergy Louisiana	Entergy Mississippi	Entergy New Orleans	Entergy Texas	System Energy
2014	2.4%	1.8%	2.5%	2.6%	3.1%	2.5%	3.0%
2013	2.5%	1.8%	2.5%	2.6%	3.0%	2.5%	2.8%
2012	2.5%	1.8%	2.4%	2.6%	3.0%	2.4%	2.8%

Non-utility property - at cost (less accumulated depreciation) for Entergy Gulf States Louisiana is reported net of accumulated depreciation of $151 million and $146 million as of December 31, 2014 and 2013, respectively. Non-utility property - at cost (less accumulated depreciation) for Entergy Louisiana is reported net of accumulated depreciation of $3.2 million and $3 million as of December 31, 2014 and 2013, respectively. Non-utility property - at cost (less accumulated depreciation) for Entergy Mississippi is reported net of accumulated depreciation of $2.2 million and $2.1 million as of December 31, 2014 and 2013, respectively. Non-utility property - at cost (less accumulated

Entergy Corporation and Subsidiaries

Notes to Financial Statements

depreciation) for Entergy Texas is reported net of accumulated depreciation of $10.4 million and $10.4 million as of December 31, 2014 and 2013, respectively.

As of December 31, 2014, construction expenditures included in accounts payable are $37.3 million for Entergy Arkansas, $23.4 million for Entergy Gulf States Louisiana, $48 million for Entergy Louisiana, $7.8 million for Entergy Mississippi, $0.9 million for Entergy New Orleans, $24.1 million for Entergy Texas, and $7.7 million for System Energy. As of December 31, 2013, construction expenditures included in accounts payable are $61.9 million for Entergy Arkansas, $13.1 million for Entergy Gulf States Louisiana, $31.1 million for Entergy Louisiana, $2.8 million for Entergy Mississippi, $1.7 million for Entergy New Orleans, $10.9 million for Entergy Texas, and $6.7 million for System Energy.

Jointly-Owned Generating Stations

Certain Entergy subsidiaries jointly own electric generating facilities with affiliates or third parties. The investments and expenses associated with these generating stations are recorded by the Entergy subsidiaries to the extent of their respective undivided ownership interests. As of December 31, 2014, the subsidiaries’ investment and accumulated depreciation in each of these generating stations were as follows:

Entergy Corporation and Subsidiaries

Notes to Financial Statements



Generating Stations		Fuel-Type	Total Megawatt Capability (a)	Ownership			Investment		Accumulated Depreciation
							(In Millions)
Utility business:
Entergy Arkansas -
Independence	Unit 1	Coal	839	31.50	%			$129		$98
	Common Facilities	Coal		15.75	%			$34		$26
White Bluff	Units 1 and 2	Coal	1,637	57.00	%			$503		$355
Ouachita (b)	Common Facilities	Gas		66.67	%			$169		$145
Entergy Gulf States Louisiana -
Roy S. Nelson	Unit 6	Coal	537	40.25	%			$261		$181
Roy S. Nelson	Unit 6 Common Facilities	Coal		17.70	%			$10		$4
Big Cajun 2	Unit 3	Coal	594	24.15	%			$149		$105
Ouachita (b)	Common Facilities	Gas		33.33	%			$87		$74
Entergy Louisiana -
Acadia	Common Facilities	Gas		50.00	%			$19		$—
Entergy Mississippi -
Independence	Units 1 and 2 and Common Facilities	Coal	1,681	25.00	%			$251		$149
Entergy Texas -
Roy S. Nelson	Unit 6	Coal	537	29.75	%			$188		$115
Roy S. Nelson	Unit 6 Common Facilities	Coal		13.07	%			$6		$2
Big Cajun 2	Unit 3	Coal	594	17.85	%			$112		$72
System Energy -
Grand Gulf	Unit 1	Nuclear	1,409	90.00	%	(c)		$4,819		$2,820
Entergy Wholesale Commodities:
Independence	Unit 2	Coal	842	14.37	%			$69		$46
Independence	Common Facilities	Coal		7.18	%			$16		$11
Roy S. Nelson	Unit 6	Coal	537	10.9	%			$107		$57
Roy S. Nelson	Unit 6 Common Facilities	Coal		4.79	%			$2		$1


(a)	“Total Megawatt Capability” is the dependable load carrying capability as demonstrated under actual operating conditions based on the primary fuel (assuming no curtailments) that each station was designed to utilize.


(b)	Ouachita Units 1 and 2 are owned 100% by Entergy Arkansas and Ouachita Unit 3 is owned 100% by Entergy Gulf States Louisiana. The investment and accumulated depreciation numbers above are only for the common facilities and not for the generating units.

Entergy Corporation and Subsidiaries

Notes to Financial Statements


(c)	Includes a leasehold interest held by System Energy. System Energy’s Grand Gulf lease obligations are discussed in Note 10 to the financial statements.

Nuclear Refueling Outage Costs

Nuclear refueling outage costs are deferred during the outage and amortized over the estimated period to the next outage because these refueling outage expenses are incurred to prepare the units to operate for the next operating cycle without having to be taken off line.

Allowance for Funds Used During Construction (AFUDC)

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

Income Taxes

Entergy Corporation and the majority of its subsidiaries file a United States consolidated federal income tax return. Each tax-paying entity records income taxes as if it were a separate taxpayer and consolidating adjustments are allocated to the tax filing entities in accordance with Entergy’s intercompany income tax allocation agreement. Deferred income taxes are recorded for temporary differences between the book and tax basis of assets and liabilities, and for certain losses and credits available for carryforward.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates in the period in which the tax or rate was enacted.

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

Earnings per Share

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



	For the Years Ended December 31,
	2014					2013				2012
	(In Millions, Except Per Share Data)
			$/share					$/share				$/share
Net income attributable to Entergy Corporation		$940.7					$711.9				$846.7
Basic earnings per average common share	179.5			$5.24		178.2			$3.99	177.3			$4.77
Average dilutive effect of:
Stock options	0.3		(0.01		)	0.1		—		0.3		(0.01		)
Other equity plans	0.5		(0.01		)	0.3		—		0.1		—
Diluted earnings per average common shares	180.3			$5.22		178.6			$3.99	177.7			$4.76

The calculation of diluted earnings per share excluded 5,743,013 options outstanding at December 31, 2014, 8,866,542 options outstanding at December 31, 2013, and 7,164,319 options outstanding at December 31, 2012 that

Entergy Corporation and Subsidiaries

Notes to Financial Statements

could potentially dilute basic earnings per share in the future. Those options were not included in the calculation of diluted earnings per share because the exercise price of those options exceeded the average market price for the year.

Stock-based Compensation Plans

Entergy grants stock options, restricted stock, performance units, and restricted liability awards to key employees of the Entergy subsidiaries under its Equity Ownership Plans, which are shareholder-approved stock-based compensation plans. These plans are described more fully in Note 12 to the financial statements. The cost of the stock-based compensation is charged to income over the vesting period. Awards under Entergy’s plans generally vest over 3 years.

Accounting for the Effects of Regulation

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

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

Entergy Gulf States Louisiana does not apply regulatory accounting standards to the Louisiana retail deregulated portion of River Bend, the 30% interest in River Bend formerly owned by Cajun, and its steam business, unless specific cost recovery is provided for in tariff rates. The Louisiana retail deregulated portion of River Bend is operated under a deregulated asset plan representing a portion (approximately 15%) of River Bend plant costs, generation, revenues, and expenses established under a 1992 LPSC order. The plan allows Entergy Gulf States Louisiana to sell the electricity from the deregulated assets to Louisiana retail customers at 4.6 cents per kWh or off-system at higher prices, with certain provisions for sharing incremental revenue above 4.6 cents per kWh between customers and shareholders.

Regulatory Asset for Income Taxes

Accounting standards for income taxes provide that a regulatory asset or liability be recorded if it is probable that the currently determinable future increase or decrease in regulatory income tax expense will be recovered from or reimbursed to customers through future rates. The primary source of Entergy’s regulatory asset for income taxes is related to the ratemaking treatment of the tax effects of book depreciation for the equity component of AFUDC that has been capitalized to property, plant, and equipment but for which there is no corresponding tax basis. Equity-AFUDC is a component of property, plant, and equipment that is included in rate base when the plant is placed in service.

Cash and Cash Equivalents

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

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Allowance for Doubtful Accounts

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

Investments

Entergy records decommissioning trust funds on the balance sheet at their fair value. 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 record an offsetting amount in other regulatory liabilities/assets for the unrealized gains/(losses) on investment securities. For the 30% interest in River Bend formerly owned by Cajun, Entergy Gulf States Louisiana has recorded an offsetting amount in other deferred credits for the unrealized gains/(losses). Decommissioning trust funds for Pilgrim, Indian Point 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 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 equity unless the unrealized loss is other than temporary and therefore recorded in earnings. 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). The assessment of whether an investment in an equity security has suffered an other-than-temporary impairment is based on a number of factors including, first, whether Entergy has the ability and intent to hold the investment to recover its value, the duration and severity of any losses, and, then, whether it is expected that the investment will recover its value within a reasonable period of time. Entergy’s trusts are managed by third parties who operate in accordance with agreements that define investment guidelines and place restrictions on the purchases and sales of investments. See Note 17 to the financial statements for details on the decommissioning trust funds.

Equity Method Investments

Entergy owns investments that are accounted for under the equity method of accounting because Entergy’s ownership level results in significant influence, but not control, over the investee and its operations. Entergy records its share of the investee's comprehensive earnings and losses in income and as an increase or decrease to the investment account. Any cash distributions are charged against the investment account. Entergy discontinues the recognition of losses on equity investments when its share of losses equals or exceeds its carrying amount for an investee plus any advances made or commitments to provide additional financial support. See Note 14 to the financial statements for additional information regarding Entergy’s equity method investments.

Derivative Financial Instruments and Commodity Derivatives

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

Entergy Corporation and Subsidiaries

Notes to Financial Statements

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

For other contracts for commodities in which Entergy is hedging the variability of cash flows related to a variable-rate asset, liability, or forecasted transactions that qualify as cash flow hedges, the changes in the fair value of such derivative instruments are reported in other comprehensive income. To qualify for hedge accounting, the relationship between the hedging instrument and the hedged item must be documented to include the risk management objective and strategy and, at inception and on an ongoing basis, the effectiveness of the hedge in offsetting the changes in the cash flows of the item being hedged. Gains or losses accumulated in other comprehensive income are reclassified to earnings in the periods when the underlying transactions actually occur. The ineffective portions of all hedges are recognized in current-period earnings. Changes in the fair value of derivative instruments that are not designated as cash flow hedges are recorded in current-period earnings on a mark-to-market basis.

Entergy has determined that contracts to purchase uranium do not meet the definition of a derivative under the accounting standards for derivative instruments because they do not provide for net settlement and the uranium markets are not sufficiently liquid to conclude that forward contracts are readily convertible to cash. If the uranium markets do become sufficiently liquid in the future and Entergy begins to account for uranium purchase contracts as derivative instruments, the fair value of these contracts would be accounted for consistent with Entergy’s other derivative instruments.

Fair Values

The estimated fair values of Entergy’s financial instruments and derivatives are determined using bid prices, market quotes, and financial modeling. Considerable judgment is required in developing the estimates of fair value. Therefore, estimates are not necessarily indicative of the amounts that Entergy could realize in a current market exchange. Gains or losses realized on financial instruments held by regulated businesses may be reflected in future rates and therefore do not accrue to the benefit or detriment of stockholders. Entergy considers the carrying amounts of most financial instruments classified as current assets and liabilities to be a reasonable estimate of their fair value because of the short maturity of these instruments. See Note 16 to the financial statements for further discussion of fair value.

Impairment of Long-Lived Assets

Entergy periodically reviews long-lived assets held in all of its business segments whenever events or changes in circumstances indicate that recoverability of these assets is uncertain. Generally, the determination of recoverability is based on the undiscounted net cash flows expected to result from such operations and assets. Projected net cash flows depend on the future operating costs associated with the assets, the efficiency and availability of the assets and generating units, and the future market and price for energy over the remaining life of the assets.

Two nuclear power plants in the Entergy Wholesale Commodities business segment (Indian Point 2 and Indian Point 3) have an application pending for renewed NRC licenses. Various parties have expressed opposition to renewal of the licenses. Under federal law, nuclear power plants may continue to operate beyond their original license expiration dates while their timely filed renewal applications are pending NRC approval. On September 28, 2013, Indian Point 2 reached the expiration date of its original NRC operating license and entered into the period of extended operation under the timely renewal rule. In December 2015, Indian Point 3 will reach the expiration date of its original NRC operations license and, similarly, will enter the period of extended operation under the timely renewal rule if its license is not renewed before then. If the NRC does not renew the operating license for either of these plants, the plant’s operating life could be shortened, reducing its projected net cash flows and potentially impairing its value as an asset.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

In March 2011 the NRC renewed Vermont Yankee’s operating license for an additional 20 years. The renewed operating license expires in March 2032. Vermont Yankee operated under a Certificate of Public Good from the State of Vermont that was scheduled to expire in March 2012, but had an amended petition pending before the Vermont Public Service Board (VPSB) for a renewed Certificate of Public Good to operate until March 2032.

In June 2013 the VPSB completed hearings on Entergy’s amended petition for a Certificate of Public Good to continuing operating Vermont Yankee. In August 2013, Entergy announced that it planned to close Vermont Yankee at the end of 2014 and that same day filed a second amended petition seeking authorization to operate the plant only until that date. In December 2013, Entergy and Vermont entered into a settlement agreement, with an accompanying memorandum of understanding that was filed with the VPSB, under which Vermont agreed to support Entergy’s request to operate Vermont Yankee until the end of 2014. The settlement agreement provided for Entergy to make $10 million in economic transition payments, $5 million in clean energy development support, and a transitional $5 million payment to Vermont. The settlement agreement also provided for Entergy to set aside a new $25 million fund to ensure the Vermont Yankee site is restored after decommissioning. These terms were contingent upon the VPSB issuing by March 31, 2014 a Certificate of Public Good authorizing Vermont Yankee’s operation through 2014, and otherwise conforming to the terms of the settlement agreement. The settlement agreement also provided for the dismissal or discontinuation of other litigation between Entergy and Vermont. On March 28, 2014, the VPSB approved the memorandum of understanding and issued a Certificate of Public Good authorizing Vermont Yankee to operate until December 31, 2014. In May 2014 the VPSB denied a motion that had been filed by one of the intervenors to amend its approval order. Pursuant to its commitment in the settlement agreement, Entergy Vermont Yankee provided to the Vermont parties in October 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 filed its Post-Shutdown Decommissioning Activities Report (PSDAR) for Vermont Yankee with the NRC in December 2014.

Because of the uncertainty regarding the continued operation of Vermont Yankee, Entergy tested the recoverability of the plant and related assets in each quarter since the first quarter 2010 after a bill to approve the continued operation of Vermont Yankee was defeated in the Vermont legislature. Vermont law at that time required legislative approval of Vermont Yankee’s continued operation although that law was later invalidated by the U.S. federal courts as preempted by the Atomic Energy Act. The determination of recoverability is based on the probability-weighted undiscounted net cash flows expected to be generated by the plant and related assets. Projected net cash flows primarily depend on the status of the pending legal and state regulatory matters, as well as projections of future revenues and expenses over the remaining life of the plant. Prior to the first quarter 2012, the probability-weighted undiscounted net cash flows exceeded the carrying value of the Vermont Yankee plant and related assets. The decline, however, in the overall energy market and the projected forward prices of power as of March 31, 2012, which are significant inputs in the determination of net cash flows, resulted in the probability-weighted undiscounted future cash flows being less than the asset group’s carrying value. Entergy performed a fair value analysis based on the income approach, a discounted cash flow method, to determine the amount of impairment. The estimated fair value of the plant and related assets at March 31, 2012 was $162 million, while the carrying value was $517.5 million. Therefore, the assets were written down to their fair value and an impairment charge of $355.5 million ($223.5 million after-tax) was recognized. The impairment charge was recorded as a separate line item in Entergy’s consolidated statement of income for 2012, and is included within the results of the Entergy Wholesale Commodities segment.

The estimate of fair value was based on the price that Entergy would expect to receive in a hypothetical sale of the Vermont Yankee plant and related assets to a market participant on March 31, 2012. In order to determine this price, Entergy used significant observable inputs, including quoted forward power and gas prices, where available. Significant unobservable inputs, such as projected long-term pre-tax operating margins (cash basis), and estimated weighted average costs of capital were also used in the estimation of fair value. In addition, Entergy made certain assumptions regarding future tax deductions associated with the plant and related assets. Based on the use of significant unobservable inputs, the fair value measurement for the entirety of the asset group, and for each type of asset within the asset group, is classified as Level 3 in the fair value hierarchy discussed in Note 16 to the financial statements.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

The following table sets forth a description of significant unobservable inputs used in the valuation of the Vermont Yankee plant and related assets as of March 31, 2012:



Significant Unobservable Inputs	Range	Weighted Average

Weighted average cost of capital	7.5%-8.0%	7.8%
Long-term pre-tax operating margin (cash basis)	6.1%-7.8%	7.2%

On August 27, 2013, Entergy announced its plan to close and decommission Vermont Yankee at the end of its fuel cycle at the end of 2014. This decision was approved by the Board in August 2013, although the exact date of shutdown was not determined. The decision to shut down the plant was primarily due to sustained low natural gas and wholesale energy prices, the high cost structure of the plant, and lack of a market structure that adequately compensates merchant nuclear plants for their environmental and fuel diversity benefits in the region in which the plant operates.

As a result of the decision to shut down the plant, Entergy recognized non-cash impairment and other related charges of $291.5 million ($183.7 million after-tax) during the third quarter 2013 to write down the carrying value of Vermont Yankee and related assets to their fair values. Entergy performed a fair value analysis based on the income approach, a discounted cash flow method, to determine the amount of impairment. The estimated fair value of the plant and related assets was $62 million, while the carrying value was $349 million. The carrying value of $349 million reflected the effect of a $58 million increase in Vermont Yankee’s estimated decommissioning cost liability and the related asset retirement cost asset. The increase in the estimated decommissioning cost liability resulted from the change in expectation regarding the timing of decommissioning cash flows due to the decision to cease operations. Impairment and other related charges were recorded as a separate line item in Entergy’s consolidated statements of income for 2013 and this impairment charge is included within the results of the Entergy Wholesale Commodities segment.

The estimate of fair value was based on the price that Entergy would expect to receive in a hypothetical sale of the Vermont Yankee plant and related assets to a market participant. In order to determine this price, Entergy used significant observable inputs, including quoted forward power and gas prices, where available. Significant unobservable inputs, such as projected long-term pre-tax operating margins (cash basis), and estimated weighted average costs of capital were also used in the estimation of fair value. In addition, Entergy made certain assumptions regarding future tax deductions associated with the plant and related assets. Based on the use of significant unobservable inputs, the fair value measurement for the entirety of the asset group, and for each type of asset within the asset group, is classified as Level 3 in the fair value hierarchy discussed in Note 16 to the financial statements.

The following table sets forth a description of significant unobservable inputs used in the valuation of the Vermont Yankee plant and related assets as of July 31, 2013:



Significant Unobservable Inputs		Amount

Weighted average cost of capital		7.5%
Long-term pre-tax operating margin (cash basis)		7.0%

Entergy’s Accounting Policy group, which reports to the Chief Accounting Officer, was primarily responsible for determining the valuation of the Vermont Yankee plant and related assets, in consultation with external advisors. Accounting Policy obtained and reviewed information from other Entergy departments with expertise on the various inputs and assumptions that were necessary to calculate the fair value of the asset group.

As a result of the settlement agreement entered into by Entergy and Vermont regarding the remaining operation and decommissioning of Vermont Yankee discussed above, Entergy reassessed its assumptions regarding the timing of decommissioning cash flows for Vermont Yankee. The reassessment resulted in a $27.2 million increase in the

Entergy Corporation and Subsidiaries

Notes to Financial Statements

decommissioning cost liability and a corresponding impairment charge, recorded in December 2013. 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.

In addition to the $101.6 million impairment charge in September 2014 and depreciation recorded on the remaining plant balance in 2014, Entergy also recorded charges of $45.8 million related to severance and employee retention costs in 2014 relating to the shutdown of Vermont Yankee.

Vermont Yankee ceased operation in December 2014. In January 2015, Vermont Yankee completed the defueling of the reactor and submitted the certification of permanent cessation of operations and permanent removal of fuel from the reactor vessel to the NRC.

River Bend AFUDC

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

Reacquired Debt

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

Taxes Imposed on Revenue-Producing Transactions

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

Presentation of Preferred Stock without Sinking Fund

Accounting standards regarding non-controlling interests and the classification and measurement of redeemable securities require the classification of preferred securities between liabilities and shareholders’ equity on the balance sheet if the holders of those securities have protective rights that allow them to gain control of the board of directors in certain circumstances. These rights would have the effect of giving the holders the ability to potentially redeem their securities, even if the likelihood of occurrence of these circumstances is considered remote. The Entergy Arkansas, Entergy Mississippi, and Entergy New Orleans articles of incorporation provide, generally, that the holders of each company’s preferred securities may elect a majority of the respective company’s board of directors if dividends are not paid for a year, until such time as the dividends in arrears are paid. Therefore, Entergy Arkansas, Entergy Mississippi, and Entergy New Orleans present their preferred securities outstanding between liabilities and shareholders’ equity on the balance sheet. Entergy Gulf States Louisiana and Entergy Louisiana, both organized as limited liability companies, have outstanding preferred securities with similar protective rights with respect to unpaid dividends, but provide for

Entergy Corporation and Subsidiaries

Notes to Financial Statements

the election of board members that would not constitute a majority of the board; and their preferred securities are therefore classified for all periods presented as a component of members’ equity.

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

New Accounting Pronouncements

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

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

In November 2014 the FASB issued ASU No. 2014-16, “Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity.” The ASU states that for hybrid financial instruments issued in the form of a share, an entity should determine the nature of the host contract by considering all stated and implied substantive terms and features of the hybrid financial instrument, weighing each term and feature on the basis of relevant facts and circumstances. ASU 2014-16 is effective for Entergy for the first quarter 2016. Entergy does not expect ASU 2014-16 to affect materially its results of operations, financial position, or cash flows.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

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 and Regulatory Liabilities

Regulatory assets represent probable future revenues associated with costs that Entergy expects to recover from customers through the regulatory ratemaking process under which the Utility business operates. Regulatory liabilities represent probable future reductions in revenues associated with amounts that Entergy expects to benefit customers through the regulatory ratemaking process under which the Utility business operates. In addition to the regulatory assets and liabilities that are specifically disclosed on the face of the balance sheets, the tables below provide detail of “Other regulatory assets” and “Other regulatory liabilities” that are included on Entergy’s and the Registrant Subsidiaries’ balance sheets as of December 31, 2014 and 2013:

Other Regulatory Assets

Entergy



	2014		2013
	(In Millions)
Pension & postretirement costs (Note 11 – Qualified Pension Plans , Other Postretirement Benefits , and Non-Qualified Pension Plans ) (b)		$2,798.8		$1,723.1
Storm damage costs, including hurricane costs - recovered through securitization and retail rates (Note 2 – Storm Cost Recovery Filings with Retail Regulators )	736.2		786.8
Asset retirement obligation - recovery dependent upon timing of decommissioning of nuclear units or dismantlement of non-nuclear power plants (Note 9) (b)	513.8		447.6
Removal costs - recovered through depreciation rates (Note 9) (b)	245.1		188.9
Little Gypsy costs – recovered through securitization (Note 5 – Entergy Louisiana Securitization Bonds - Little Gypsy )	139.2		160.6
Under-recovered retail rate revenues - recovered through rate riders when rates are redetermined periodically	79.6		77.7
Unamortized loss on reacquired debt - recovered over term of debt	76.2		83.0
MISO implementation costs - recovery through retail rate riders (Note 2 - Retail Rate Proceedings )	69.6		74.7
Transition to competition costs - recovered over a 15-year period through February 2021	66.2		74.4
New nuclear generation development costs (Note 2 - New Nuclear Generation Development Costs ) (c)	58.4		115.2
Human capital management costs - recovery through retail rate mechanisms (Note 2 - Retail Rate Proceedings )	42.3		45.0
Other	143.2		116.4
Entergy Total		$4,968.6		$3,893.4

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Entergy Arkansas



	2014		2013
	(In Millions)
Pension & postretirement costs (Note 11 – Qualified Pension Plans , Other Postretirement Benefits , and Non-Qualified Pension Plans ) (b)		$838.2		$517.1
Asset retirement obligation - recovery dependent upon timing of decommissioning of nuclear units or dismantlement of non-nuclear power plants (Note 9) (b)	254.8		225.9
Storm damage costs - recovered either through securitization or retail rates (Note 2 - Storm Cost Recovery Filings with Retail Regulators )	125.6		115.2
Removal costs - recovered through depreciation rates (Note 9) (b)	59.0		18.6
Unamortized loss on reacquired debt - recovered over term of debt	26.2		28.8
MISO implementation costs - recovery through retail rates through 2018 (Note 2 - Retail Rate Proceedings ) (c)	25.1		30.9
Under-recovered retail rate revenues - recovered through rate riders when rates are redetermined periodically	23.3		36.1
Human capital management costs - recovery through retail rates through June 2017 (Note 2 - Retail Rate Proceedings ) (c)	17.3		22.0
Incremental ice storm costs - recovered through 2032	9.0		9.5
Other	12.8		10.3
Entergy Arkansas Total		$1,391.3		$1,014.4

Entergy Gulf States Louisiana



	2014		2013
	(In Millions)
Pension & postretirement costs (Note 11 – Qualified Pension Plans and Non-Qualified Pension Plans ) (b)		$286.8		$194.2
New nuclear generation development costs - recovery through formula rate plan beginning December 2014 through November 2022 (Note 2 - New Nuclear Generation Development Costs ) (c)	29.2		29.5
Spindletop gas storage facility - recovery period through December 2032 (a)	26.2		27.8
River Bend AFUDC - recovered through August 2025 (Note 1 – River Bend AFUDC )	18.6		20.5
MISO implementation costs - recovery through the MISO cost recovery mechanism beginning December 2014 through November 2017 (Note 2 - Retail Rate Proceedings )	15.7		15.3
Human capital management costs - recovery through formula rate plan beginning December 2014 through November 2017 (Note 2 - Retail Rate Proceedings )	11.2		10.0
Under-recovered retail rate revenues - recovered through rate riders when rates are redetermined periodically	11.1		3.0
Asset retirement obligation - recovery dependent upon timing of decommissioning of nuclear units or dismantlement of non-nuclear power plants (Note 9) (b)	10.8		11.0
Gas hedging costs - recovered through fuel rates upon settlement (Note 16 - Derivatives )	8.2		—
Unamortized loss on reacquired debt - recovered over term of debt	6.8		8.3
Other	1.8		1.9
Entergy Gulf States Louisiana Total		$426.4		$321.5

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Entergy Louisiana



	2014		2013
	(In Millions)
Pension & postretirement costs (Note 11 – Qualified Pension Plans and Non-Qualified Pension Plans ) (b)		$487.2		$318.4
Asset Retirement Obligation - recovery dependent upon timing of decommissioning of nuclear units or dismantlement of non-nuclear power plants (Note 9) (b)	156.7		139.2
Little Gypsy costs – recovered through securitization (Note 5 – Entergy Louisiana Securitization Bonds - Little Gypsy )	139.2		160.6
New nuclear generation development costs - recovery through formula rate plan beginning December 2014 through November 2022 (Note 2 - New Nuclear Generation Development Costs ) (c)	29.2		29.5
MISO implementation costs - recovery through the MISO cost recovery mechanism beginning December 2014 through November 2017 (Note 2 - Retail Rate Proceedings )	21.4		20.8
Unamortized loss on reacquired debt - recovered over term of debt	14.3		15.2
Human capital management costs - recovery through formula rate plan beginning December 2014 through November 2017 (Note 2 - Retail Rate Proceedings )	13.8		13.0
Storm damage costs, including hurricane costs - recovered through retail rates (Note 2 - Storm Cost Recovery Filings with Retail Regulators )	13.7		3.4
Other	38.7		15.4
Entergy Louisiana Total		$914.2		$715.5

Entergy Mississippi



	2014		2013
	(In Millions)
Pension & postretirement costs (Note 11 – Qualified Pension Plans, Other Postretirement Benefits , and Non-Qualified Pension Plans ) (b)		$224.3		$135.3
Removal costs - recovered through depreciation rates (Note 9) (b)	76.3		64.3
Under-recovered retail rate revenues - recovered through rate riders when rates are redetermined periodically	28.7		39.2
Unamortized loss on reacquired debt - recovered over term of debt	8.2		8.9
Asset retirement obligation - recovery dependent upon timing of dismantlement of non-nuclear power plants (Note 9) (b)	6.3		5.9
Baxter Wilson outage costs - recovered through retail rates over two years beginning February 2015 (Note 8 - Baxter Wilson Plant Event )	6.0		—
MISO implementation costs - recovery through retail rate riders (Note 2 – Retail Rate Proceedings )	4.0		4.2
New nuclear generation development costs (Note 2 - New Nuclear Generation Development Cost s )	—		56.2
Other	10.9		4.5
Entergy Mississippi Total		$364.7		$318.5

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Entergy New Orleans



	2014		2013
	(In Millions)
Pension & postretirement costs (Note 11 – Qualified Pension Plans, Other Postretirement Benefits , and Non-Qualified Pension Plans ) (b)		$115.8		$76.8
Removal costs - recovered through depreciation rates (Note 9) (b)	35.2		34.9
Michoud plant maintenance – recovered over a 7-year period through September 2018	7.2		9.1
Storm damage costs, including hurricane costs - recovered through retail rates and securitization (Note 2 - Storm Cost Recovery Filings with Retail Regulators )	5.0		4.6
Asset retirement obligation - recovery dependent upon timing of dismantlement of non-nuclear power plants (Note 9) (b)	3.8		3.7
Unamortized loss on reacquired debt - recovered over term of debt	1.8		2.0
Other	6.8		6.1
Entergy New Orleans Total		$175.6		$137.2

Entergy Texas



	2014		2013
	(In Millions)
Storm damage costs, including hurricane costs - recovered through securitization and retail rates (Note 2 - Storm Cost Recovery Filings with Retail Regulators )		$591.7		$663.6
Pension & postretirement costs (Note 11 – Qualified Pension Plans, Other Postretirement Benefits , and Non-Qualified Pension Plans ) (b)	217.0		143.0
Transition to competition costs - recovered over a 15-year period through February 2021	66.2		74.4
Removal costs - recovered through depreciation rates (Note 9) (b)	18.9		15.1
Unamortized loss on reacquired debt - recovered over term of debt	10.5		7.7
Rate case costs - recovered through retail rates (c)	8.4		10.8
Other	9.4		4.6
Entergy Texas Total		$922.1		$919.2

System Energy



	2014		2013
	(In Millions)
Pension & postretirement costs (Note 11 – Qualified Pension Plans and Other Postretirement Benefits ) (b)		$191.0		$132.9
Asset retirement obligation - recovery dependent upon timing of decommissioning (Note 9) (b)	80.4		60.8
Removal costs - recovered through depreciation rates (Note 9) (b)	55.7		56.0
Unamortized loss on reacquired debt - recovered over term of debt	8.5		12.0
System Energy Total		$335.6		$261.7

(a)

The jurisdictional split order assigned the regulatory asset to Entergy Texas. The regulatory asset, however, is being recovered and amortized at Entergy Gulf States Louisiana. As a result, a billing occurs monthly over the same term as the recovery and receipts will be submitted to Entergy Texas. Entergy Texas has recorded a receivable from Entergy Gulf States Louisiana and Entergy Gulf States Louisiana has recorded a corresponding payable.

Entergy Corporation and Subsidiaries

Notes to Financial Statements


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


(c)	Does not earn a return on investment.

Other Regulatory Liabilities

Entergy



	2014		2013
Unrealized gains on nuclear decommissioning trust funds (Note 17) (a)		$656.7		$529.6
Vidalia purchased power agreement (Note 8)	242.8		263.1
Louisiana Act 55 financing savings obligation (Note 2)	156.0		156.0
Removal costs - returned to customers through depreciation rates (Note 9) (a)	82.7		72.3
Grand Gulf sale-leaseback - ( Note 10 - Sale and Leaseback Transactions )	79.5		92.3
Entergy Mississippi ’ s accumulated accelerated Grand Gulf amortization - amortized and credited through the UPSA	53.6		60.7
Entergy Arkansas ’ s accumulated accelerated Grand Gulf amortization - will be returned to customers when approved by the APSC and FERC	44.4		44.4
Asset retirement obligation - will be returned to customers dependent upon timing of decommissioning (Note 9) (a)	27.7		31.5
Other	40.2		46.1
Entergy Total		$1,383.6		$1,296.0

Entergy Arkansas



	2014		2013
	(In Millions)
Unrealized gains on nuclear decommissioning trust funds (Note 17) (a)		$254.0		$214.1
Deferred capacity acquisition cost recovery - returned to customers through rate riders when rates are redetermined periodically	—		4.7
Other	—		0.6
Entergy Arkansas Total		$254.0		$219.4

Entergy Gulf States Louisiana



	2014		2013
	(In Millions)
Unrealized gains on nuclear decommissioning trust funds (Note 17) (a)		$85.9		$64.1
Removal costs - returned to customers through depreciation rates (Note 9) (a)	36.9		35.3
Asset retirement obligation - will be returned to customers dependent upon timing of decommissioning (Note 9) (a)	27.7		31.5
Louisiana Act 55 financing savings obligation (Note 2)	25.5		25.5
Gas hedging costs - returned to customers through fuel rates (Note 16 - Derivatives )	—		2.2
Other	0.3		0.8
Entergy Gulf States Louisiana Total		$176.3		$159.4

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Entergy Louisiana



	2014		2013
	(In Millions)
Vidalia purchased power agreement (Note 8)		$242.8		$263.1
Louisiana Act 55 financing savings obligation (Note 2)	130.5		130.5
Unrealized gains on nuclear decommissioning trust funds (Note 17) (a)	123.2		98.9
Removal costs - returned to customers through depreciation rates (Note 9) (a)	45.7		37.0
Other	3.9		3.7
Entergy Louisiana Total		$546.1		$533.2

Entergy Texas



	2014		2013
	(In Millions)
Transition to competition costs - returned to customers through rate riders when rates are redetermined periodically		$5.1		$4.2
Line loss adjustment - returned to customers through fuel rates	—		1.0
Entergy Texas Total		$5.1		$5.2

System Energy



	2014		2013
	(In Millions)
Unrealized gains on nuclear decommissioning trust funds (Note 17) (a)		$193.6		$152.4
Grand Gulf sale-leaseback - (Note 10 - Sale and Leaseback Transactions )	79.5		92.3
Entergy Mississippi ’ s accumulated accelerated Grand Gulf amortization - amortized and credited through the UPSA	53.6		60.7
Entergy Arkansas ’ s accumulated accelerated Grand Gulf amortization - will be returned to customers when approved by the APSC and FERC	44.4		44.4
System Energy Total		$371.1		$349.8


(a)	Offset by related asset.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Fuel and purchased power cost recovery

Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas are allowed to recover fuel and purchased power costs through fuel mechanisms included in electric and gas rates that are recorded as fuel cost recovery revenues. The difference between revenues collected and the current fuel and purchased power costs is generally recorded as “Deferred fuel costs” on the Utility operating companies’ financial statements. The table below shows the amount of deferred fuel costs as of December 31, 2014 and 2013 that Entergy expects to recover (or return to customers) through fuel mechanisms, subject to subsequent regulatory review.



	2014			2013
	(In Millions)
Entergy Arkansas (a)		$209.2			$68.7
Entergy Gulf States Louisiana (b)		$89.5			$109.7
Entergy Louisiana (b)		$17.6			$37.6
Entergy Mississippi		($2.2	)		$38.1
Entergy New Orleans (b)		($24.3	)		($19.1	)
Entergy Texas		$11.9			($4.1	)


(a)	2014 includes $65.9 million for Entergy Arkansas of fuel, purchased power, and capacity costs, which do not currently earn a return on investment and whose recovery periods are indeterminate but are expected to be recovered over a period greater than twelve months.


(b)	2014 and 2013 include $100.1 million for Entergy Gulf States Louisiana, $68 million for Entergy Louisiana, and $4.1 million for Entergy New Orleans of fuel, purchased power, and capacity costs, which do not currently earn a return on investment and whose recovery periods are indeterminate but are expected to be recovered over a period greater than twelve months.

Entergy Arkansas

Production Cost Allocation Rider

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

In May 2014, Entergy Arkansas filed its annual redetermination of the production cost allocation rider to recover the $3 million unrecovered retail balance as of December 31, 2013 and the $67.8 million System Agreement bandwidth remedy payment made in May 2014 as a result of the compliance filing pursuant to the FERC’s February 2014 orders related to the bandwidth payments/receipts for the June - December 2005 period. In June 2014 the APSC suspended the annual redetermination of the production cost allocation rider and scheduled a hearing in September 2014. Upon a joint motion of the parties, the APSC canceled the September 2014 hearing and in January 2015 the APSC issued an order approving Entergy Arkansas’s request for recovery of the $3 million under-recovered amount based on the true-up of the production cost allocation rider and the $67.8 million May 2014 System Agreement bandwidth remedy payment subject to refund with interest, with recovery of these payments concluding with the last billing cycle in December 2015. The APSC also found that Entergy Arkansas is entitled to carrying charges pursuant to the current terms of the production cost allocation rider. Entergy Arkansas made its compliance filing pursuant to the order in January 2015 and the APSC issued its approval order, also in January 2015. The redetermined rate went into effect the first billing cycle of February 2015.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Energy Cost Recovery Rider

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

In October 2005 the APSC initiated an investigation into Entergy Arkansas’s interim energy cost recovery rate. The investigation focused on Entergy Arkansas’s 1) gas contracting, portfolio, and hedging practices; 2) wholesale purchases during the period; 3) management of the coal inventory at its coal generation plants; and 4) response to the contractual failure of the railroads to provide coal deliveries. In March 2006 the APSC extended its investigation to cover the costs included in Entergy Arkansas’s March 2006 annual energy cost rate filing, and a hearing was held in the APSC investigation in October 2006.

In January 2007 the APSC issued an order in its review of the energy cost rate. The APSC found that Entergy Arkansas failed to maintain an adequate coal inventory level going into the summer of 2005 and that Entergy Arkansas should be responsible for any incremental energy costs that resulted from two outages caused by employee and contractor error. The coal plant generation curtailments were caused by railroad delivery problems and Entergy Arkansas has since resolved litigation with the railroad regarding the delivery problems. The APSC staff was directed to perform an analysis with Entergy Arkansas’s assistance to determine the additional fuel and purchased energy costs associated with these findings and file the analysis within sixty days of the order. After a final determination of the costs is made by the APSC, Entergy Arkansas will be directed to refund that amount with interest to its customers as a credit on the energy cost recovery rider. Entergy Arkansas requested rehearing of the order.

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

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

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

Entergy Gulf States Louisiana and Entergy Louisiana

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

Entergy Corporation and Subsidiaries

Notes to Financial Statements

In April 2010 the LPSC authorized its staff to initiate an audit of Entergy Louisiana’s fuel adjustment clause filings. The audit includes a review of the reasonableness of charges flowed through the fuel adjustment clause by Entergy Louisiana for the period from 2005 through 2009. The LPSC Staff issued its audit report in January 2013. The LPSC staff recommended that Entergy Louisiana refund approximately $1.9 million, plus interest, to customers and realign the recovery of approximately $1 million from Entergy Louisiana’s fuel adjustment clause to base rates. The recommended refund was made by Entergy Louisiana in May 2013 in the form of a credit to customers through its fuel adjustment clause filing. Two parties intervened in the proceeding. A procedural schedule was established for the identification of issues by the intervenors and for Entergy Louisiana to submit comments regarding the LPSC Staff report and any issues raised by intervenors. One intervenor is seeking further proceedings regarding certain issues it raised in its comments on the LPSC Staff report. Entergy Louisiana has filed responses to both the LPSC Staff report and the issues raised by the intervenor. As required by the procedural schedule, a joint status report was submitted in October 2013 by the parties. A status conference was held in December 2013. Discovery is in progress, but a procedural schedule has not been established.

In December 2011 the LPSC authorized its staff to initiate another proceeding to audit the fuel adjustment clause filings of Entergy Gulf States Louisiana and its affiliates. The audit includes a review of the reasonableness of charges flowed by Entergy Gulf States Louisiana through its fuel adjustment clause for the period 2005 through 2009. Discovery is in progress, but a procedural schedule has not been established.

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.

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.

Entergy Mississippi

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

Entergy Mississippi had a deferred fuel balance of $60.4 million as of March 31, 2014. In May 2014, Entergy Mississippi filed for an interim adjustment under its energy cost recovery rider. The interim adjustment proposed a net energy cost factor designed to collect over a six-month period the under-recovered deferred fuel balance as of March 31, 2014 and also reflected a natural gas price of $4.50 per MMBtu. In May 2014, Entergy Mississippi and the Public Utilities Staff entered into a joint stipulation in which Entergy Mississippi agreed to a revised net energy cost factor that reflected the proposed interim adjustment with a reduction in costs recovered through the energy cost recovery rider associated with the suspension of the DOE nuclear waste storage fee. In June 2014 the MPSC approved the joint stipulation and allowed Entergy Mississippi’s interim adjustment. In November 2014, Entergy Mississippi filed its annual redetermination of the annual factor to be applied under the energy cost recovery rider. Due to lower gas prices and a lower deferred fuel balance, the redetermined annual factor was a decrease from the revised interim net energy cost factor. In January 2015 the MPSC approved the redetermined annual factor effective January 30, 2015.

Mississippi Attorney General Complaint

Entergy Corporation and Subsidiaries

Notes to Financial Statements

defendant Entergy companies removed the attorney general’s lawsuit to U.S. District Court in Jackson, Mississippi. The Mississippi attorney general moved to remand the matter to state court. In August 2012 the District Court issued an opinion denying the Attorney General’s motion for remand, finding that the District Court has subject matter jurisdiction under the Class Action Fairness Act.

The defendant Entergy companies answered the complaint and filed a counterclaim for relief based upon the Mississippi Public Utilities Act and the Federal Power Act. In May 2009 the defendant Entergy companies filed a motion for judgment on the pleadings asserting grounds of federal preemption, the exclusive jurisdiction of the MPSC, and factual errors in the attorney general’s complaint. In September 2012 the District Court heard oral argument on Entergy’s motion for judgment on the pleadings. The District Court’s ruling on the motion for judgment on the pleadings is pending.

In January 2014 the U.S. Supreme Court issued a decision in which it held that cases brought by attorneys general as the sole plaintiff to enforce state laws were not subject to the federal law that allowed federal courts to hear those cases as “mass action” lawsuits. One day later the Attorney General renewed its motion to remand the Entergy case back to state court, citing the U.S. Supreme Court’s decision. The defendant Entergy companies have responded to that motion and the District Court held oral argument on the motion to remand in February 2014. Entergy also has asserted federal question jurisdiction as a basis for the district court having jurisdiction and also has pending the motion for judgment on the pleadings.

Entergy New Orleans

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

Entergy New Orleans’s gas rate schedules include a purchased gas adjustment to reflect estimated gas costs for the billing month, adjusted by a surcharge or credit similar to that included in the electric fuel adjustment clause, including carrying charges.

Entergy Texas

Entergy Texas’s rate schedules include a fixed fuel factor to recover fuel and purchased power costs, including interest, not recovered in base rates. Semi-annual revisions of the fixed fuel factor are made in March and September based on the market price of natural gas and changes in fuel mix. The amounts collected under Entergy Texas’s fixed fuel factor and any interim surcharge or refund are subject to fuel reconciliation proceedings before the PUCT.

In December 2011, Entergy Texas filed with the PUCT a request to refund approximately $43 million, including interest, of fuel cost recovery over-collections through October 2011. Entergy Texas and the parties to the proceeding reached an agreement that Entergy Texas would refund $67 million, including interest and additional over-recoveries through December 2011, over a three-month period. Entergy Texas and the parties requested that interim rates consistent with the settlement be approved effective with the March 2012 billing month, and the PUCT approved the application in March 2012. Entergy Texas completed this refund to customers in May 2012.

In October 2012, Entergy Texas filed with the PUCT a request to refund approximately $78 million, including interest, of fuel cost recovery over-collections through September 2012. Entergy Texas requested that the refund be implemented over a six-month period effective with the January 2013 billing month. Entergy Texas and the parties to the proceeding reached an agreement that Entergy Texas would refund $84 million, including interest and additional over-recoveries through October 2012, to most customers over a three-month period beginning January 2013. The PUCT approved the stipulation in January 2013. Entergy Texas completed this refund to customers in March 2013.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

In July 2012, Entergy Texas filed with the PUCT an application to credit its customers approximately $37.5 million, including interest, resulting from the FERC’s October 2011 order in the System Agreement rough production cost equalization proceeding which is discussed below in “ System Agreement Cost Equalization Proceedings . ” In September 2012 the parties submitted a stipulation resolving the proceeding. The stipulation provided that most Entergy Texas customers would be credited over a four-month period beginning October 2012. The credits were initiated with the October 2012 billing month on an interim basis, and the PUCT subsequently approved the stipulation, also in October 2012.

In August 2014, Entergy Texas filed an application seeking PUCT approval to implement an interim fuel refund of approximately $24.6 million for over-collected fuel costs incurred during the months of November 2012 through April 2014. This refund resulted from (i) applying $48.6 million in bandwidth remedy payments that Entergy Texas received in May 2014 related to the June - December 2005 period to Entergy Texas’s $8.7 million under-recovered fuel balance as of April 30, 2014 and (ii) netting that fuel balance against the $15.3 million bandwidth remedy payment that Entergy Texas made related to calendar year 2013 production costs. Also in August 2014, Entergy Texas filed an unopposed motion for interim rates to implement these refunds for most customers over a two-month period commencing with September 2014. The PUCT issued its order approving the interim relief in August 2014 and Entergy Texas completed the refunds in October 2014. Parties intervened in this matter. All parties agreed that this case should be bifurcated such that the interim refunds would become final in a separate docket. The current docket would remain in place to potentially address additional rough production cost equalization-related matters that are not part of the interim refunds discussed above. In January 2015, Entergy Texas filed a request for this severance and final approval of the interim refund. Both applications are pending.

At the PUCT’s April 2013 open meeting, the PUCT Commissioners discussed their view that a purchased power capacity rider was good public policy. The PUCT issued an order in May 2013 adopting the rule allowing for a purchased power capacity rider, subject to an offsetting adjustment for load growth. The rule, as adopted, also includes a process for obtaining pre-approval by the PUCT of purchased power agreements. Entergy Texas has not exercised the option to recover its capacity costs under the new rider mechanism, but will continue to evaluate the benefits of utilizing the new rider to recover future capacity costs.

Retail Rate Proceedings

Filings with the APSC (Entergy Arkansas)

Retail Rates

In March 2013, Entergy Arkansas filed with the APSC for a general change in rates, charges, and tariffs. The filing assumed Entergy Arkansas’s transition to MISO in December 2013, and requested a rate increase of $174 million, including $49 million of revenue being transferred from collection in riders to base rates. The filing also proposed a new transmission rider and a capacity cost recovery rider. The filing requested a 10.4% return on common equity. In September 2013, Entergy Arkansas filed testimony reflecting an updated rate increase request of $145 million, with no change to its requested return on common equity of 10.4%. Hearings in the proceeding began in October 2013, and in December 2013 the APSC issued an order. The order authorized a base rate increase of $81 million and included an authorized return on common equity of 9.3%. The order allows Entergy Arkansas to amortize its human capital management costs over a three-and-a-half year period, but also orders Entergy Arkansas to file a detailed report of the Arkansas-specific costs, savings and final payroll changes upon conclusion of the human capital management strategic imperative. The detailed report was subsequently filed in February 2015. The substance of the report will be addressed in Entergy Arkansas’s next base rate filing. New rates under the January 2014 order were implemented in the first billing cycle of March 2014 and were effective as of January 2014. Additionally, in January 2014, Entergy Arkansas filed a petition for rehearing or clarification of several aspects of the APSC’s order, including the 9.3% authorized return on common equity. In February 2014 the APSC granted Entergy Arkansas’s petition for the purpose of considering the additional evidence identified by Entergy Arkansas. In August 2014 the APSC issued an order amending certain aspects of the original order, including providing for a 9.5% authorized return on common equity. Pursuant to the

Entergy Corporation and Subsidiaries

Notes to Financial Statements

August 2014 order, revised rates are effective for all bills rendered after December 31, 2013 and were implemented in the first billing cycle of October 2014.

On January 30, 2015, Entergy Arkansas filed with the APSC a notice of intent to file a rate case within 60 to 90 days.

Filings with the LPSC

Retail Rates - Electric

(Entergy Gulf States Louisiana)

In November 2011 the LPSC approved a one-year extension of Entergy Gulf States Louisiana’s formula rate plan. In May 2012, Entergy Gulf States Louisiana made its formula rate plan filing with the LPSC for the 2011 test year. The filing reflected an 11.94% earned return on common equity, which was above the earnings bandwidth and indicated a $6.5 million cost of service rate decrease was necessary under the formula rate plan. The filing also reflected a $22.9 million rate decrease for the incremental capacity rider. Subsequently, in August 2012, Entergy Gulf States Louisiana submitted a revised filing that reflected an earned return on common equity of 11.86%, which indicated a $5.7 million cost of service rate decrease was necessary under the formula rate plan. The revised filing also indicated that a reduction of $20.3 million should be reflected in the incremental capacity rider. The rate reductions were implemented, subject to refund, effective for bills rendered in the first billing cycle of September 2012. Subsequently, in December 2012, Entergy Gulf States Louisiana submitted a revised evaluation report that reflected expected retail jurisdictional cost of $17 million for the first-year capacity charges for the purchase from Entergy Louisiana of one-third of Acadia Unit 2 capacity and energy. This rate change was implemented effective with the first billing cycle of January 2013. The 2011 test year filings, as revised, were approved by the LPSC in February 2013. In April 2013, Entergy Gulf States Louisiana submitted a revised evaluation report increasing the incremental capacity rider by approximately $7.3 million to reflect the cost of an additional capacity contract.

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


•	authorization to increase the revenue it collects from customers by approximately $24 million;


•	an authorized return on common equity of 10.4%;


•	authorization to increase depreciation rates embedded in the proposed revenue requirement; and,

•

authorization to implement a three-year formula rate plan with a midpoint return on common equity of 10.4%, plus or minus 75 basis points (the deadband), that would provide a means for the annual re-setting of rates (commencing with calendar year 2013 as its first test year), that would include a mechanism to recover incremental transmission revenue requirement on the basis of a forward-looking test year as compared to the initial base year of 2014 with an annual true-up, that would retain the primary aspects of the prior formula rate plan, including a 60% to customers/40% to Entergy Gulf States Louisiana sharing mechanism for earnings outside the deadband, and a capacity rider mechanism that would permit recovery of incremental capacity additions approved by the LPSC.

Following a hearing before an ALJ and the ALJ’s issuance of a Report of Proceedings, in December 2013 the LPSC approved an unopposed settlement of the proceeding. Major terms of the settlement include approval of a three-year formula rate plan (effective for test years 2014-2016) modeled after the formula rate plan in effect for Entergy Gulf States Louisiana for 2011, including the following: (1) a midpoint return on equity of 9.95% plus or minus 80 basis points, with 60/40 sharing of earnings outside of the bandwidth; (2) recovery outside of the sharing mechanism for the non-fuel MISO-related costs, additional capacity revenue requirement, extraordinary items, such as the Ninemile 6 project, and certain special recovery items; (3) three-year amortization of costs to achieve savings associated with

Entergy Corporation and Subsidiaries

Notes to Financial Statements

the human capital management strategic imperative, with savings to be reflected as they are realized in subsequent years; (4) eight-year amortization of costs incurred in connection with potential development of a new nuclear unit at River Bend, without carrying costs, beginning December 2014, provided, however, that amortization of these costs shall not result in a future rate increase; (5) no change in rates related to test year 2013, except with respect to recovery of the non-fuel MISO-related costs and any changes to the additional capacity revenue requirement; and (6) no increase in rates related to test year 2014, except for those items eligible for recovery outside of the earnings sharing mechanism. Existing depreciation rates will not change. Implementation of rate changes for items recoverable outside of the earnings sharing mechanism occurred in December 2014.

Pursuant to the rate case settlement approved by the LPSC in December 2013, Entergy Gulf States Louisiana submitted a compliance filing in May 2014 reflecting the effects of the estimated MISO cost recovery mechanism revenue requirement and adjustment of the additional capacity mechanism. In November 2014, Entergy Gulf States Louisiana submitted an additional compliance filing updating the estimated MISO cost recovery mechanism for the most recent actual data. Based on this updated filing, a net increase of $5.8 million in formula rate plan revenue to be collected over nine months was implemented in December 2014. The compliance filings are subject to LPSC review in accordance with the review process set forth in Entergy Gulf States Louisiana’s formula rate plan.

In July 2014, Entergy Gulf States Louisiana and Entergy Louisiana filed an unopposed stipulation with the LPSC that estimated a first year revenue requirement associated with Ninemile 6 and provided a mechanism to update the revenue requirement as the in-service date approached, which was subsequently approved by the LPSC. In late December 2014, roughly contemporaneous with the unit's placement in service, a final updated estimated revenue requirement of $26.8 million for Entergy Gulf States Louisiana was filed. The December 2014 estimate forms the basis of rates implemented effective with the first billing cycle of January 2015.

(Entergy Louisiana)

In November 2011 the LPSC approved a one-year extension of Entergy Louisiana’s formula rate plan. In May 2012, Entergy Louisiana made its formula rate plan filing with the LPSC for the 2011 test year. The filing reflected a 9.63% earned return on common equity, which is within the earnings bandwidth and resulted in no cost of service rate change under the formula rate plan. The filing also reflected an $18.1 million rate increase for the incremental capacity rider. In August 2012, Entergy Louisiana submitted a revised filing that reflected an earned return on common equity of 10.38%, which is still within the earnings bandwidth, resulting in no cost of service rate change. The revised filing also indicated that an increase of $15.9 million should be reflected in the incremental capacity rider. The rate change was implemented, subject to refund, effective for bills rendered the first billing cycle of September 2012. Subsequently, in December 2012, Entergy Louisiana submitted a revised evaluation report that reflected two items: 1) a $17 million reduction for the first-year capacity charges for the purchase by Entergy Gulf States Louisiana from Entergy Louisiana of one-third of Acadia Unit 2 capacity and energy, and 2) an $88 million increase for the first-year retail revenue requirement associated with the Waterford 3 replacement steam generator project, which was in-service in December 2012. These rate changes were implemented, subject to refund, effective with the first billing cycle of January 2013. In April 2013, Entergy Louisiana and the LPSC staff filed a joint report resolving the 2011 test year formula rate plan and recovery related to the Grand Gulf uprate. This report was approved by the LPSC in April 2013.

With completion of the Waterford 3 replacement steam generator project, the LPSC is conducting a prudence review in connection with a filing made by Entergy Louisiana in April 2013 with regard to the following aspects of the replacement project: 1) project management; 2) cost controls; 3) success in achieving stated objectives; 4) the costs of the replacement project; and 5) the outage length and replacement power costs. In July 2014 the LPSC Staff filed testimony recommending potential project and replacement power cost disallowances of up to $71 million, citing a need for further explanation or documentation from Entergy Louisiana. An intervenor filed testimony recommending disallowance of $141 million of incremental project costs, claiming the steam generator fabricator was imprudent. Entergy Louisiana provided further documentation and explanation requested by the LPSC staff. An evidentiary hearing was held in December 2014. At the hearing the parties maintained the positions reflected in pre-filed testimony. A post-hearing briefing schedule has not been established. Entergy Louisiana believes that the replacement steam

Entergy Corporation and Subsidiaries

Notes to Financial Statements

generator costs were prudently incurred and applicable legal principles support their recovery in rates. Nevertheless, Entergy Louisiana recorded a write-off of $16 million of Waterford 3’s plant balance in December 2014 because of the uncertainty associated with the resolution of the prudence review.

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


•	authorization to increase the revenue it collects from customers by approximately $145 million (which does not take into account a revenue offset of approximately $2 million resulting from a proposed increase for those customers taking service under the Qualifying Facility Standby Service);


•	an authorized return on common equity of 10.4%;


•	authorization to increase depreciation rates embedded in the proposed revenue requirement; and,

•

authorization to implement a three-year formula rate plan with a midpoint return on common equity of 10.4%, plus or minus 75 basis points (the deadband), that would provide a means for the annual re-setting of rates (commencing with calendar year 2013 as its first test year), that would include a mechanism to recover incremental transmission revenue requirement on the basis of a forward-looking test year as compared to the initial base year of 2014 with an annual true-up, that would retain the primary aspects of the prior formula rate plan, including a 60% to customers/40% to Entergy Louisiana sharing mechanism for earnings outside the deadband, and a capacity rider mechanism that would permit recovery of incremental capacity additions approved by the LPSC.

Following a hearing before an ALJ and the ALJ’s issuance of a Report of Proceedings, in December 2013 the LPSC approved an unopposed settlement of the proceeding. The settlement provides for a $10 million rate increase effective with the first billing cycle of December 2014. Major terms of the settlement include approval of a three-year formula rate plan (effective for test years 2014-2016) modeled after the formula rate plan in effect for Entergy Louisiana for 2011, including the following: (1) a midpoint return on equity of 9.95% plus or minus 80 basis points, with 60/40 sharing of earnings outside of the bandwidth; (2) recovery outside of the sharing mechanism for the non-fuel MISO-related costs, additional capacity revenue requirement, extraordinary items, such as the Ninemile 6 project, and certain special recovery items; (3) three-year amortization of costs to achieve savings associated with the human capital management strategic imperative, with savings reflected as they are realized in subsequent years; (4) eight-year amortization of costs incurred in connection with potential development of a new nuclear unit at River Bend, without carrying costs, beginning December 2014, provided, however, that amortization of these costs shall not result in a future rate increase; (5) recovery of non-fuel MISO-related costs and any changes to the additional capacity revenue requirement related to test year 2013 effective with the first billing cycle of December 2014; and (6) a cumulative $30 million cap on cost of service increases over the three-year formula rate plan cycle, except for those items outside of the sharing mechanism. Existing depreciation rates will not change.

Pursuant to the rate case settlement approved by the LPSC in December 2013, Entergy Louisiana submitted a compliance filing in May 2014 reflecting the effects of the $10 million agreed-upon increase in formula rate plan revenue, the estimated MISO cost recovery mechanism revenue requirement, and the adjustment of the additional capacity mechanism. In November 2014, Entergy Louisiana submitted an additional compliance filing updating the estimated MISO cost recovery mechanism for the most recent actual data, as well as providing for a refund and prospective reduction in rates for the true-up of the estimated revenue requirement for the Waterford 3 replacement steam generator project. Based on this updated filing, a net increase of $41.6 million in formula rate plan revenue to be collected over nine months was implemented in December 2014. The compliance filings are subject to LPSC review in accordance with the review process set forth in Entergy Louisiana’s formula rate plan. Additionally, the adjustments of rates made related to the Waterford 3 replacement steam generator project included in the December 2014 compliance filing are subject to final true-up following completion of the LPSC’s determination regarding the prudence of the project.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

In July 2014, Entergy Gulf States Louisiana and Entergy Louisiana filed an unopposed stipulation with the LPSC that estimated a first year revenue requirement associated with Ninemile 6 and provided a mechanism to update the revenue requirement as the in-service date approached, which was subsequently approved by the LPSC. In late December 2014, roughly contemporaneous with the unit's placement in service, a final updated estimated revenue requirement of $51.1 million for Entergy Louisiana was filed. The December 2014 estimate forms the basis of rates implemented effective with the first billing cycle of January 2015. Entergy Louisiana will submit project and cost information to the LPSC in mid-2015 to enable the LPSC to review the prudence of Entergy Louisiana’s management of the project.

Retail Rates - Gas (Entergy Gulf States Louisiana)

In January 2012, Entergy Gulf States Louisiana filed with the LPSC its gas rate stabilization plan for the test year ended September 30, 2011. The filing showed an earned return on common equity of 10.48%, which is within the earnings bandwidth of 10.5%, plus or minus fifty basis points. In April 2012 the LPSC Staff filed its findings, suggesting adjustments that produced an 11.54% earned return on common equity for the test year and a $0.1 million rate reduction. Entergy Gulf States Louisiana accepted the LPSC Staff’s recommendations, and the rate reduction was effective with the first billing cycle of May 2012.

In January 2013, Entergy Gulf States Louisiana filed with the LPSC its gas rate stabilization plan for the test year ended September 30, 2012. The filing showed an earned return on common equity of 11.18%, which results in a $43 thousand rate reduction. In March 2013 the LPSC Staff issued its proposed findings and recommended two adjustments. Entergy Gulf States Louisiana and the LPSC Staff reached agreement regarding the LPSC Staff’s proposed adjustments. As reflected in an unopposed joint report of proceedings filed by Entergy Gulf States Louisiana and the LPSC Staff in May 2013, Entergy Gulf States Louisiana accepted, with modification, the LPSC Staff’s proposed adjustment to property insurance expense and agreed to: (1) a three-year extension of the gas rate stabilization plan with a midpoint return on equity of 9.95%, with a first year midpoint reset; (2) dismissal of a docket initiated by the LPSC to evaluate the allowed return on equity for Entergy Gulf States Louisiana’s gas rate stabilization plan; and (3) presentation to the LPSC by November 2014 by Entergy Gulf States Louisiana and the LPSC Staff of their recommendation for implementation of an infrastructure rider to recover expenditures associated with strategic plant investment. The LPSC approved the agreement in May 2013.

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.

In accordance with the settlement of Entergy Gulf States Louisiana’s gas rate stabilization plan for the test year ended September 30, 2012, in August 2014 Entergy Gulf States Louisiana submitted for consideration a proposal for implementation of an infrastructure rider to recover expenditures associated with strategic plant investment and relocation projects mandated by local governments. After review by the LPSC staff and inclusion of certain customer safeguards required by the LPSC staff, in December 2014, Entergy Gulf States Louisiana and the LPSC staff submitted a joint settlement for implementation of an accelerated gas pipe replacement program providing for the replacement of approximately 100 miles of pipe over the next ten years, as well as relocation of certain existing pipe resulting from local government-related infrastructure projects, and for a rider to recover the investment associated with these projects. The rider allows for recovery of approximately $65 million over ten years. The rider recovery will be adjusted on a quarterly basis to include actual investment incurred for the prior quarter and is subject to the following conditions, among others: a ten-year term; application of any earnings in excess of 10.45% as an offset to the revenue requirement of the infrastructure rider; adherence to a specified spending plan, within plus or minus 20 percent annually; annual filings comparing actual versus planned rider spending with actual spending and explanation of variances exceeding ten percent; and an annual true-up. The joint settlement was approved by the LPSC in January 2015. Implementation of the infrastructure rider will commence with bills rendered on and after the first billing cycle of April 2015.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

In January 2015, Entergy Gulf States Louisiana filed with the LPSC its gas rate stabilization plan for the test year ended September 30, 2014. The filing showed an earned return on common equity of 7.20%, which results in a $706 thousand rate increase. The rate increase, if approved, will be implemented effective with the first billing cycle of April 2015.

Filings with the MPSC (Entergy Mississippi)

Formula Rate Plan Filings

In September 2009, Entergy Mississippi filed with the MPSC proposed modifications to its formula rate plan rider. In March 2010 the MPSC issued an order: (1) providing the opportunity for a reset of Entergy Mississippi’s return on common equity to a point within the formula rate plan bandwidth and eliminating the 50/50 sharing that had been in the plan, (2) modifying the performance measurement process, and (3) replacing the revenue change limit of two percent of revenues, which was subject to a $14.5 million revenue adjustment cap, with a limit of four percent of revenues, although any adjustment above two percent requires a hearing before the MPSC. The MPSC did not approve Entergy Mississippi’s request to use a projected test year for its annual scheduled formula rate plan filing and, therefore, Entergy Mississippi continued to use a historical test year for its annual evaluation reports under the plan.

In March 2012, Entergy Mississippi submitted its formula rate plan filing for the 2011 test year. The filing shows an earned return on common equity of 10.92% for the test year, which is within the earnings bandwidth and results in no change in rates. In February 2013 the MPSC approved a joint stipulation between Entergy Mississippi and the Mississippi Public Utilities Staff that provided for no change in rates.

In March 2013, Entergy Mississippi submitted its formula rate plan filing for the 2012 test year. The filing requested a $36.3 million revenue increase to reset Entergy Mississippi’s return on common equity to 10.55%, which is a point within the formula rate plan bandwidth. In June 2013, Entergy Mississippi and the Mississippi Public Utilities Staff entered into a joint stipulation, in which both parties agreed that the MPSC should approve a $22.3 million rate increase for Entergy Mississippi which, with other adjustments reflected in the stipulation, would have the effect of resetting Entergy Mississippi’s return on common equity to 10.59% when adjusted for performance under the formula rate plan. In August 2013 the MPSC approved the joint stipulation between Entergy Mississippi and the Mississippi Public Utilities Staff authorizing the rate increase effective with September 2013 bills. Additionally, the MPSC authorized Entergy Mississippi to defer approximately $1.2 million in MISO-related implementation costs incurred in 2012 along with other MISO-related implementation costs incurred in 2013.

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

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


•	an approximate $16 million net increase in revenues, which reflected an agreed upon 10.07% return on common equity;

Entergy Corporation and Subsidiaries

Notes to Financial Statements

•

revision of Entergy Mississippi’s formula rate plan by providing Entergy Mississippi with the ability to reflect known and measurable changes to historical rate base and certain expense amounts; resolving uncertainty around and obviating the need for an additional rate filing in connection with Entergy Mississippi’s withdrawal from participation in the System Agreement; updating depreciation rates; and moving costs associated with the Attala and Hinds generating plants from the power management rider to base rates;


•	recovery of non-fuel MISO-related costs through a separate rider for that purpose;

•

a deferral of $6 million in other operation and maintenance expenses associated with the Baxter Wilson outage and a determination that the regulatory asset should accrue carrying costs, with amortization of the regulatory asset over two years beginning in February 2015, and a provision that the capital costs will be reflected in rate base. See Note 8 to the financial statements for further discussion of the Baxter Wilson outage; and

•

consolidation of the new nuclear generation development costs proceeding with the general rate case proceeding for hearing purposes and a determination that Entergy Mississippi would not further pursue, except as noted below, recovery of the costs that were approved for deferral by the MPSC in November 2011. The stipulations state, however, that, if Entergy Mississippi decides to move forward with nuclear development in Mississippi, it can at that time re-present for consideration by the MPSC only those costs directly associated with the existing early site permit (ESP), to the extent that the costs are verifiable and prudent and the ESP is still valid and relevant to any such option pursued. See " New Nuclear Generation Development Costs - Entergy Mississippi" below for further discussion of the new nuclear generation development costs proceeding and subsequent write-off in 2014 of the regulatory asset related to those costs.

In December 2014 the MPSC issued an order accepting the stipulations in their entirety and approving the revenue adjustments and rate changes effective with February 2015 bills.

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 is requesting a rate increase of $13 million over three years, including a 10.4% return on common equity and a formula rate plan mechanism identical to its LPSC request. In January 2014, the City Council Advisors filed direct testimony recommending a rate increase of $5.56 million over three years, including an 8.13% return on common equity. In June 2014 the City Council unanimously approved a settlement that includes the following:


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


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


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

The rate increase was effective with bills rendered on and after the first billing cycle of July 2014. Additional compliance filings were made with the Council in October 2014 for approval of the form of certain rate riders, including among others, a Ninemile 6 non-fuel cost recovery interim rider, allowing for contemporaneous recovery of capacity costs related to the commencement of commercial operation of the Ninemile 6 generating unit and a purchased power capacity cost recovery rider. The Ninemile 6 cost recovery interim rider was implemented in December 2014 to collect $915 thousand from Entergy Louisiana customers in the Algiers area.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

(Entergy New Orleans)

Formula Rate Plan

In April 2009 the City Council approved a three-year formula rate plan for Entergy New Orleans, with terms including an 11.1% benchmark electric return on common equity (ROE) with a +/-40 basis point bandwidth and a 10.75% benchmark gas ROE with a +/-50 basis point bandwidth. Earnings outside the bandwidth reset to the midpoint benchmark ROE, with rates changing on a prospective basis depending on whether Entergy New Orleans was over- or under-earning. The formula rate plan also included a recovery mechanism for City Council-approved capacity additions, plus provisions for extraordinary cost changes and force majeure events.

In May 2012, Entergy New Orleans filed its electric and gas formula rate plan evaluation reports for the 2011 test year. Subsequent adjustments agreed upon with the City Council Advisors indicate a $4.9 million electric base revenue increase and a $0.05 million gas base revenue increase as necessary under the formula rate plan. As part of the original filing, Entergy New Orleans also requested to increase annual funding for its storm reserve by approximately $5.7 million for five years. On September 26, 2012, Entergy New Orleans made a filing with the City Council that implemented the $4.9 million electric formula rate plan rate increase and the $0.05 million gas formula rate plan rate increase. The new rates were effective with the first billing cycle in October 2012. In August 2013 the City Council unanimously approved a settlement of all issues in the formula rate plan proceeding. Pursuant to the terms of the settlement, Entergy New Orleans implemented an approximately $1.625 million net decrease to the electric rates that were in effect prior to the electric rate increase implemented in October 2012, with no change in gas rates. Entergy New Orleans refunded to customers approximately $6 million over the four-month period from September 2013 through December 2013 to make the electric rate decrease effective as of the first billing cycle of October 2012. Entergy New Orleans had previously recorded provisions for the majority of the refund to customers, but recorded an additional $1.1 million provision in second quarter 2013 as a result of the settlement. Entergy New Orleans’s formula rate plan ended with the 2011 test year and has not been extended. Entergy New Orleans is recovering the costs of its power purchase agreement with Entergy Louisiana for 20% of the capacity and energy of the Ninemile Unit 6 generating station, which commenced operation in December 2014, through a special Ninemile Unit 6 rider.

A 2008 rate case settlement included $3.1 million per year in electric rates to fund the Energy Smart energy efficiency programs. In September 2009 the City Council approved the energy efficiency programs filed by Entergy New Orleans. The rate settlement provides an incentive for Entergy New Orleans to meet or exceed energy savings targets set by the City Council and provides a mechanism for Entergy New Orleans to recover lost contribution to fixed costs associated with the energy savings generated from the energy efficiency programs. In October 2013 the City Council approved the extension of the current Energy Smart program through December 2014. The City Council approved the use of $3.5 million of rough production cost equalization funds for program costs. In addition, Entergy New Orleans will be allowed to recover its lost contribution to fixed costs and to earn an incentive for meeting program goals. In January 2015 the City Council approved extending the Energy Smart program through March 2015 and using $1.2 million of rough production cost equalization funds to cover program costs for the extended period. Additionally, the City Council approved funding for the Energy Smart 2 programs from April 2015 through March 2017 using the remainder of the approximately $12.8 million of 2014 rough production cost equalization funds, and with any remaining costs being recovered through the fuel adjustment clause.

Filings with the PUCT and Texas Cities (Entergy Texas)

Retail Rates

2011 Rate Case

In November 2011, Entergy Texas filed a rate case requesting a $112 million base rate increase reflecting a 10.6% return on common equity based on an adjusted June 2011 test year. The rate case also proposed a purchased power recovery rider. On January 12, 2012, the PUCT voted not to address the purchased power recovery rider in the

Entergy Corporation and Subsidiaries

Notes to Financial Statements

current rate case, but the PUCT voted to set a baseline in the rate case proceeding that would be applicable if a purchased power capacity rider is approved in a separate proceeding. In April 2012 the PUCT Staff filed direct testimony recommending a base rate increase of $66 million and a 9.6% return on common equity. The PUCT Staff, however, subsequently filed a statement of position in the proceeding indicating that it was still evaluating the position it would ultimately take in the case regarding Entergy Texas’s recovery of purchased power capacity costs and Entergy Texas’s proposal to defer its MISO transition expenses. In April 2012, Entergy Texas filed rebuttal testimony indicating a revised request for a $105 million base rate increase. A hearing was held in late-April through early-May 2012.

In September 2012 the PUCT issued an order approving a $28 million rate increase, effective July 2012. The order includes a finding that “a return on common equity (ROE) of 9.80 percent will allow [Entergy Texas] a reasonable opportunity to earn a reasonable return on invested capital.” The order also provides for increases in depreciation rates and the annual storm reserve accrual. The order also reduced Entergy Texas’s proposed purchased power capacity costs, stating that they are not known and measurable; reduced Entergy Texas’s regulatory assets associated with Hurricane Rita; excluded from rate recovery capitalized financially-based incentive compensation; included $1.6 million of MISO transition expense in base rates, and reduced Entergy’s Texas’s fuel reconciliation recovery by $4 million because it disagreed with the line-loss factor used in the calculation. After considering the progress of the proceeding in light of the PUCT order, Entergy Texas recorded in the third quarter 2012 an approximate $24 million charge to recognize that assets associated with Hurricane Rita, financially-based incentive compensation, and fuel recovery are no longer probable of recovery. Entergy Texas continues to believe that it is entitled to recover these prudently incurred costs, however, and it filed a motion for rehearing regarding these and several other issues in the PUCT’s order on October 4, 2012. Several other parties have also filed motions for rehearing of the PUCT’s order. The PUCT subsequently denied rehearing of substantive issues. Several parties, including Entergy Texas, have appealed the PUCT’s order to the Travis County District Court. A hearing was held in July 2014. In October 2014 the Travis County District Court issued an order upholding the PUCT’s decision except as to the line-loss factor issue referenced above, which was found in favor of Entergy Texas. In November 2014, Entergy Texas appealed the Travis County District Court decision and the PUCT appealed the decision on the line-loss factor issue. Entergy Texas expects to file briefs during the first half of 2015.

2013 Rate Case

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

Entergy Corporation and Subsidiaries

Notes to Financial Statements

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 requested collection of approximately $7 million annually from retail customers. The parties reached a unanimous settlement authorizing recovery of $3.6 million annually commencing with usage on and after January 1, 2015. A State Office of Administrative Hearings ALJ issued an order in December 2014 authorizing this recovery on an interim basis and remanded the case to the PUCT. In February 2015 the PUCT entered a final order, making the settlement final and the interim rates permanent.

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, including an overview of the combination that 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 would seek authorization to transfer to Entergy New Orleans the assets that currently support the provision of service to Entergy Louisiana’s customers in Algiers. Entergy Louisiana subsequently filed the referenced application with the City Council in October 2014. 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. In December 2014, Entergy Louisiana and Entergy Gulf States Louisiana filed applications with the FERC requesting authorization for the business combination and the Algiers asset transfer. In January 2015, Entergy Services filed an application with the FERC for financing authority for the combined company. 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.

The procedural schedule in the LPSC business combination proceeding calls for LPSC Staff and intervenor testimony to be filed in March 2015, with a hearing scheduled for June 2015. Entergy Louisiana and Entergy Gulf States Louisiana have requested that the LPSC issue its decision regarding the business combination in August 2015. In the City Council business combination proceeding, the City Council announced through a resolution that it would not initiate an active review of the business combination filing, but instead would establish a business combination docket for the limited purpose of receiving information filings relative to the business combination proceedings at the LPSC.

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

Entergy Corporation and Subsidiaries

Notes to Financial Statements

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 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.

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 transaction that would result in the transfer from Entergy Louisiana to Entergy New Orleans of certain assets that currently serve 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. In November 2014 the City Council approved a resolution establishing a procedural schedule that provides for a hearing on the joint application in late-May 2015, with a decision to be rendered no later than June 2015.

System Agreement Cost Equalization Proceedings

The Utility operating companies historically have engaged in the coordinated planning, construction, and operation of generating and bulk transmission facilities under the terms of the System Agreement, which is a rate schedule that has been approved by the FERC. Certain of the Utility operating companies’ retail regulators and other parties are pursuing litigation involving the System Agreement at the FERC. The proceedings include challenges to the allocation of costs as defined by the System Agreement and allegations of imprudence by the Utility operating companies in their execution of their obligations under the System Agreement.

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

Entergy Corporation and Subsidiaries

Notes to Financial Statements


•	The System Agreement no longer roughly equalizes total production costs among the Utility operating companies.


•	In order to reach rough production cost equalization, the FERC imposed a bandwidth remedy by which each company’s total annual production costs will have to be within +/- 11% of Entergy System average total annual production costs.

•

In calculating the production costs for this purpose under the FERC’s order, output from the Vidalia hydroelectric power plant will not reflect the actual Vidalia price for the year but is priced at that year’s average price paid by Entergy Louisiana for the exchange of electric energy under Service Schedule MSS-3 of the System Agreement, thereby reducing the amount of Vidalia costs reflected in the comparison of the Utility operating companies’ total production costs.


•	The remedy ordered by FERC in 2005 required no refunds and became effective based on calendar year 2006 production costs and the first reallocation payments were made in 2007.

The FERC’s decision reallocates total production costs of the Utility operating companies whose relative total production costs expressed as a percentage of Entergy System average production costs are outside an upper or lower bandwidth. Under the current circumstances, this will be accomplished by payments from Utility operating companies whose production costs are more than 11% below Entergy System average production costs to Utility operating companies whose production costs are more than the Entergy System average production cost, with payments going first to those Utility operating companies whose total production costs are farthest above the Entergy System average.

The financial consequences of the FERC’s decision are determined by the total production cost of each Utility operating company, which are affected by the mix of solid fuel and gas-fired generation available to each company and the costs of natural gas and purchased power. Entergy Louisiana, Entergy Gulf States Louisiana, Entergy Texas, and Entergy Mississippi are more dependent upon gas-fired generation sources than Entergy Arkansas or Entergy New Orleans. Of these, Entergy Arkansas is the least dependent upon gas-fired generation sources. Therefore, increases in natural gas prices generally increased the amount by which Entergy Arkansas’s total production costs were below the Entergy System average production costs.

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

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

Entergy Corporation and Subsidiaries

Notes to Financial Statements

In December 2011, Entergy filed with the FERC its compliance filing that provides the payments and receipts among the Utility operating companies pursuant to the FERC’s October 2011 order. The filing shows the following payments/receipts among the Utility operating companies:



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

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

In February 2014 the FERC issued a rehearing order addressing its October 2011 order. The FERC denied the LPSC’s request for rehearing on the issues of whether the bandwidth remedy should be made effective earlier than June 1, 2005, and whether refunds should be ordered for the 20-month refund effective period. The FERC granted the LPSC’s rehearing request on the issue of interest on the bandwidth payments/receipts for the June - December 2005 period, requiring that interest be accrued from June 1, 2006 until the date those bandwidth payments/receipts are made. Also in February 2014 the FERC issued an order rejecting the December 2011 compliance filing that calculated the bandwidth payments/receipts for the June - December 2005 period. The FERC order required a new compliance filing that calculates the bandwidth payments/receipts for the June - December 2005 period based on monthly data for the seven individual months including interest pursuant to the February 2014 rehearing order. Entergy has sought rehearing of the February 2014 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. The appeal is currently being held in abeyance pending resolution of Entergy’s request for rehearing with respect to the FERC’s determinations regarding interest.

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:

Entergy Corporation and Subsidiaries

Notes to Financial Statements



	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.

Calendar Year 2014 Production Costs

Based on certain year-to-date information, Entergy preliminarily estimates that no payments and receipts are required in 2015 to implement the FERC’s remedy based on calendar year 2014 production costs. The actual payments/receipts for 2015, based on calendar year 2014 production costs, will not be calculated until the Utility operating companies’ 2014 FERC Form 1s have been filed. Once the calculation is completed, it will be filed at the FERC. The level of any payments and receipts is significantly affected by a number of factors, including, among others, weather, the price of alternative fuels, the operating characteristics of the Entergy System generating fleet, and multiple factors affecting the calculation of the non-fuel related revenue requirement components of the total production costs, such as plant investment.

Rough Production Cost Equalization Rates

Each May since 2007 Entergy has filed with the FERC the rates to implement the FERC’s orders in the System Agreement proceeding. These filings show the following payments/receipts among the Utility operating companies are necessary to achieve rough production cost equalization as defined by the FERC’s orders:



	Payments (Receipts)
	2007			2008			2009			2010			2011			2012			2013			2014
	(In Millions)
Entergy Arkansas		$252			$252			$390			$41			$77			$41			$—			$—
Entergy Gulf States Louisiana		($120	)		($124	)		($107	)		$—			($12	)		$—			$—			$—
Entergy Louisiana		($91	)		($36	)		($140	)		($22	)		$—			($41	)		$—			$—
Entergy Mississippi		($41	)		($20	)		($24	)		($19	)		($40	)		$—			$—			$—
Entergy New Orleans		$—			($7	)		$—			$—			($25	)		$—			($15	)		($15	)
Entergy Texas		($30	)		($65	)		($119	)		$—			$—			$—			$15			$15

Entergy Arkansas is no longer a participant in the System Agreement and was not part of the calendar year 2013 or 2014 production costs calculations.

The APSC has approved a production cost allocation rider for recovery from customers of the retail portion of the costs allocated to Entergy Arkansas. Entergy Texas proposed a rough production cost equalization adjustment rider in its September 2013 rate filing, which is pending. Management believes that any changes in the allocation of production costs resulting from the FERC’s decision and related retail proceedings should result in similar rate changes for retail customers, subject to specific circumstances that have caused trapped costs. See “ 2007 Rate Filing Based on Calendar Year 2006 Production Costs ” below, however, for a discussion of a FERC decision that could result in trapped costs at Entergy Arkansas related to a contract with AmerenUE.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Entergy Arkansas and, for December 2012 and 2013, Entergy Texas, record accounts payable and Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas record accounts receivable to reflect the rough production cost equalization payments and receipts required to implement the FERC’s remedy. Entergy Arkansas and, for December 2012 and 2013, Entergy Texas, record a corresponding regulatory asset for the right to collect the payments from customers, and Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas record corresponding regulatory liabilities for their obligations to pass the receipts on to customers. The regulatory asset and liabilities are shown as “System Agreement cost equalization” on the respective balance sheets.

2007 Rate Filing Based on Calendar Year 2006 Production Costs

Several parties intervened in the 2007 rate proceeding at the FERC, including the APSC, the MPSC, the Council, and the LPSC, which also filed protests. The PUCT also intervened. Intervenor testimony was filed in which the intervenors and also the FERC Staff advocated a number of positions on issues that affect the level of production costs the individual Utility operating companies are permitted to reflect in the bandwidth calculation, including the level of depreciation and decommissioning expense for nuclear facilities. The effect of the various positions would be to reallocate costs among the Utility operating companies. The Utility operating companies filed rebuttal testimony explaining why the bandwidth payments are properly recoverable under the AmerenUE contract, and explaining why the positions of FERC Staff and intervenors on the other issues should be rejected. A hearing in this proceeding concluded in July 2008, and the ALJ issued an initial decision in September 2008. The ALJ’s initial decision concluded, among other things, that: (1) the decisions to not exercise Entergy Arkansas’s option to purchase the Independence plant in 1996 and 1997 were prudent; (2) Entergy Arkansas properly flowed a portion of the bandwidth payments through to AmerenUE in accordance with the wholesale power contract; and (3) the level of nuclear depreciation and decommissioning expense reflected in the bandwidth calculation should be calculated based on NRC-authorized license life, rather than the nuclear depreciation and decommissioning expense authorized by the retail regulators for purposes of retail ratemaking. Following briefing by the parties, the matter was submitted to the FERC for decision. On January 11, 2010, the FERC issued its decision both affirming and overturning certain of the ALJ’s rulings, including overturning the decision on nuclear depreciation and decommissioning expense. The FERC’s conclusion related to the AmerenUE contract does not permit Entergy Arkansas to recover a portion of its bandwidth payment from AmerenUE. The Utility operating companies requested rehearing of that portion of the decision and requested clarification on certain other portions of the decision.

AmerenUE argued that its wholesale power contract with Entergy Arkansas, pursuant to which Entergy Arkansas sells power to AmerenUE, does not permit Entergy Arkansas to flow through to AmerenUE any portion of Entergy Arkansas’s bandwidth payment. The AmerenUE contract expired in August 2009. In April 2008, AmerenUE filed a complaint with the FERC seeking refunds, plus interest, in the event the FERC ultimately determines that bandwidth payments are not properly recovered under the AmerenUE contract. In response to the FERC’s decision discussed in the previous paragraph, Entergy Arkansas recorded a regulatory provision in the fourth quarter 2009 for a potential refund to AmerenUE.

In May 2012, the FERC issued an order on rehearing in the proceeding. The order may result in the reallocation of costs among the Utility operating companies, although there are still FERC decisions pending in other System Agreement proceedings that could affect the rough production cost equalization payments and receipts. The FERC directed Entergy, within 45 days of the issuance of a pending FERC order on rehearing regarding the functionalization of costs in the 2007 rate filing, to file a comprehensive bandwidth recalculation report showing updated payments and receipts in the 2007 rate filing proceeding. The May 2012 FERC order also denied Entergy’s request for rehearing regarding the AmerenUE contract and ordered Entergy Arkansas to refund to AmerenUE the rough production cost equalization payments collected from AmerenUE. Under the terms of the FERC’s order a refund of $30.6 million, including interest, was made in June 2012. Entergy and the LPSC appealed certain aspects of the FERC’s decisions to the U.S. Court of Appeals for the D.C. Circuit. On December 7, 2012, the D.C. Circuit dismissed Entergy’s petition for review as premature because Entergy filed a rehearing request of the May 2012 FERC order and that rehearing request is still pending. The court also ordered that the LPSC’s appeal be held in abeyance and that the parties file

Entergy Corporation and Subsidiaries

Notes to Financial Statements

motions to govern further proceedings within 30 days of the FERC’s completion of the ongoing “Entergy bandwidth proceedings.” On October 16, 2013, the FERC issued two orders related to this proceeding. The first order provided clarification with regard to the derivation of the ratio that should be used to functionalize net operating loss carryforwards for purposes of the annual bandwidth filings. The first order required a compliance filing that Entergy made in November 2013. The second order denied Entergy’s request for rehearing of the FERC’s prior determination that interest should be included on recalculated payment and receipt amounts required in this particular proceeding due to the length of time that had passed. Entergy subsequently appealed certain aspects of the FERC’s decisions to the U.S. Court of Appeals for the D.C. Circuit. On January 23, 2014, the D.C. Circuit returned the LPSC’s appeal to the active docket and consolidated it with Entergy’s petition for appellate review. The appeals are pending. 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

Several parties intervened in the 2008 rate proceeding at the FERC, including the APSC, the LPSC, and AmerenUE, which also filed protests. Several other parties, including the MPSC and the City Council, intervened in the proceeding without filing a protest. In direct testimony filed in January 2009, certain intervenors and the FERC staff advocated a number of positions on issues that affect the level of production costs the individual Utility operating companies are permitted to reflect in the bandwidth calculation, including the level of depreciation and decommissioning expense for the nuclear and fossil-fueled generating facilities. The effect of these various positions would be to reallocate costs among the Utility operating companies. In addition, three issues were raised alleging imprudence by the Utility operating companies, including whether the Utility operating companies had properly reflected generating units’ minimum operating levels for purposes of making unit commitment and dispatch decisions, whether Entergy Arkansas’s sales to third parties from its retained share of the Grand Gulf nuclear facility were reasonable, prudent, and non-discriminatory, and whether Entergy Louisiana’s long-term Evangeline gas purchase contract was prudent and reasonable.

The parties reached a partial settlement agreement of certain of the issues initially raised in this proceeding. The partial settlement agreement was conditioned on the FERC accepting the agreement without modification or condition, which the FERC did in August 2009. A hearing on the remaining issues in the proceeding was completed in June 2009, and in September 2009 the ALJ issued an initial decision. The initial decision affirms Entergy’s position in the filing, except for two issues that may result in a reallocation of costs among the Utility operating companies. In October 2011 the FERC issued an order on the ALJ’s initial decision. The FERC’s order resulted in a minor reallocation of payments/receipts among the Utility operating companies on one issue in the 2008 rate filing. Entergy made a compliance filing in December 2011 showing the updated payment/receipt amounts. The LPSC filed a protest in response to the compliance filing. In January 2013 the FERC issued an order accepting Entergy’s compliance filing. In the January 2013 order the FERC required Entergy to include interest on the recalculated bandwidth payment and receipt amounts for the period from June 1, 2008 until the date of the Entergy intra-system bill that will reflect the bandwidth recalculation amounts for calendar year 2007. In February 2013, Entergy filed a request for rehearing of the FERC’s ruling requiring interest. In March 2013 the LPSC filed a petition for review with the U.S. Court of Appeals for the Fifth Circuit seeking appellate review of the FERC’s earlier orders addressing the ALJ’s initial decision. 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

Entergy Corporation and Subsidiaries

Notes to Financial Statements

recalculation report. In August 2014 the Fifth Circuit issued its opinion dismissing in part and denying in part the LPSC petition for review of the FERC’s order. In December 2014 the LPSC petitioned the U.S. Supreme Court for a writ of certiorari of the Fifth Circuit’s decision. In September 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

Several parties intervened in the 2009 rate proceeding at the FERC, including the LPSC and Ameren, which also filed protests. In July 2009 the FERC accepted Entergy’s proposed rates for filing, effective June 1, 2009, subject to refund, and set the proceeding for hearing and settlement procedures. Settlement procedures were terminated and a hearing before the ALJ was held in April 2010. In August 2010 the ALJ issued an initial decision. The initial decision substantially affirms Entergy’s position in the filing, except for one issue that may result in some reallocation of costs among the Utility operating companies. The LPSC, the FERC trial staff, and Entergy submitted briefs on exceptions in the proceeding. In May 2012 the FERC issued an order affirming the ALJ’s initial decision, or finding certain issues in that decision moot. Rehearing and clarification of FERC’s order have been requested. In January 2013 the LPSC filed a protest of Entergy’s July 2012 compliance filing submitted in response to the FERC’s May 2012 order. In October 2013 the FERC issued orders denying the LPSC’s rehearing request with respect to the FERC’s May 2012 order and addressing Entergy’s compliance filing implementing the FERC’s directives in the May 2012 order. The compliance filing order referred to guidance provided in a separate order issued on that same day in the 2007 rate proceeding with respect to the ratio used to functionalize net operating loss carryforwards for bandwidth purposes and directed Entergy to make an additional compliance filing in the 2009 rate proceeding consistent with the guidance provided in that order. In November 2013 the LPSC sought rehearing of the FERC’s October 2013 order and Entergy submitted its compliance filing implementing the FERC’s directives in the October 2013 order. 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 appealed to the U.S. Court of Appeals for the Fifth Circuit the FERC’s May 2012 and October 2013 orders. In November 2014 the Fifth Circuit issued its opinion denying the LPSC petition for review of the FERC’s order. In December 2014 the LPSC petitioned the U.S. Supreme Court for a writ of certiorari of the Fifth Circuit’s decision. 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

In July 2014 the FERC issued four orders in connection with various Service Schedule MSS-3 rough production cost equalization formula compliance filings and rehearing requests. Specifically, the FERC accepted Entergy Services’ revised methodologies for calculating certain cost components of the formula and affirmed its prior ruling requiring interest on the true-up amounts. The FERC directed that a comprehensive recalculation of the formula be performed for the filing years 2007, 2008, and 2009 based on calendar years 2006, 2007, and 2008 production costs. In September 2014, Entergy filed with the FERC its compliance filing that provides the payments and receipts, including interest, among the Utility operating companies pursuant to the FERC’s orders for the 2007, 2008, and 2009 rate filing proceedings. The filing shows the following additional payments/receipts among the Utility operating companies:

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 payments 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 Calendar Year 2009 Production Costs

In May 2010, Entergy filed with the FERC the 2010 rates in accordance with the FERC’s orders in the System Agreement proceeding, and supplemented the filing in September 2010. Several parties intervened in the proceeding at the FERC, including the LPSC and the City Council, which also filed protests. In July 2010 the FERC accepted Entergy’s proposed rates for filing, effective June 1, 2010, subject to refund, and set the proceeding for hearing and settlement procedures. Settlement procedures have been terminated, and the ALJ scheduled hearings to begin in March 2011. Subsequently, in January 2011 the ALJ issued an order directing the parties and FERC Staff to show cause why this proceeding should not be stayed pending the issuance of FERC decisions in the prior production cost proceedings currently before the FERC on review. In March 2011 the ALJ issued an order placing this proceeding in abeyance. In October 2013 the FERC issued an order granting clarification and denying rehearing with respect to its October 2011 rehearing order in this proceeding. The FERC clarified that in a bandwidth proceeding parties can challenge erroneous inputs, implementation errors, or prudence of cost inputs, but challenges to the bandwidth formula itself must be raised in a Federal Power Act section 206 complaint or section 205 filing. Subsequently in October 2013 the presiding ALJ lifted the stay order holding in abeyance the hearing previously ordered by the FERC and directing that the remaining issues proceed to a hearing on the merits. The hearing was held in March 2014 and the presiding ALJ issued an initial decision in September 2014. Briefs on exception were filed in October 2014, and the case is pending before the FERC.

2011 Rate Filing Based on Calendar Year 2010 Production Costs

In May 2011, Entergy filed with the FERC the 2011 rates in accordance with the FERC’s orders in the System Agreement proceeding. Several parties intervened in the proceeding at the FERC, including the LPSC, which also filed a protest. In July 2011 the FERC accepted Entergy’s proposed rates for filing, effective June 1, 2011, subject to refund, set the proceeding for hearing procedures, and then held those procedures in abeyance pending FERC decisions in the prior production cost proceedings currently before the FERC on review. In January 2014 the LPSC filed a petition for a writ of mandamus at the United States Court of Appeals for the Fifth Circuit. In its petition, the LPSC requested that the Fifth Circuit issue an order compelling the FERC to issue a final order in several proceedings related to the System Agreement, including the 2011 rate filing based on calendar year 2010 production costs and the 2012 and 2013 rate filings discussed below. In March 2014 the Fifth Circuit rejected the LPSC’s petition for a writ of mandamus. In December 2014 the FERC rescinded its earlier abeyance order and consolidated the 2011 Rate Filing with the 2012, 2013, and 2014 Rate Filings for settlement and hearing procedures. A procedural schedule was adopted in February 2015, and a hearing on the merits is scheduled for November 2015.

2012 Rate Filing Based on Calendar Year 2011 Production Costs

In May 2012, Entergy filed with the FERC the 2012 rates in accordance with the FERC’s orders in the System Agreement proceeding. Several parties intervened in the proceeding at the FERC, including the LPSC, which also

Entergy Corporation and Subsidiaries

Notes to Financial Statements

filed a protest. In August 2012 the FERC accepted Entergy’s proposed rates for filing, effective June 2012, subject to refund, set the proceeding for hearing procedures, and then held those procedures in abeyance pending FERC decisions in the prior production cost proceedings currently before the FERC on review. In December 2014 the FERC rescinded its earlier abeyance order and consolidated the 2012 Rate Filing with the 2011, 2013, and 2014 Rate Filings for settlement and hearing procedures. A procedural schedule was adopted in February 2015, and a hearing on the merits is scheduled for November 2015.

2013 Rate Filing Based on Calendar Year 2012 Production Costs

In May 2013, Entergy filed with the FERC the 2013 rates in accordance with the FERC’s orders in the System Agreement proceeding. Several parties intervened in the proceeding at the FERC, including the LPSC, which also filed a protest. The City Council intervened and filed comments related to including the outcome of a related FERC proceeding in the 2013 cost equalization calculation. In August 2013 the FERC issued an order accepting the 2013 rates, effective June 1, 2013, subject to refund, set the proceeding for hearing procedures, and then held those procedures in abeyance pending FERC decisions in the prior production cost proceedings currently before the FERC on review. In December 2014 the FERC rescinded its earlier abeyance order and consolidated the 2013 Rate Filing with the 2011, 2012, and 2014 Rate Filings for settlement and hearing procedures. A procedural schedule was adopted in February 2015, and a hearing on the merits is scheduled for November 2015.

2014 Rate Filing Based on Calendar Year 2013 Production Costs

In May 2014, Entergy filed with the FERC the 2014 rates in accordance with the FERC’s orders in the System Agreement proceeding. Several parties intervened in the proceeding at the FERC, including the LPSC, which also filed a protest. The City Council intervened and filed comments. In December 2014 the FERC issued an order accepting the 2014 rates, effective June 1, 2014, subject to refund, set the proceeding for hearing procedures, and consolidated the 2014 Rate Filing with the 2011, 2012, and 2013 Rate Filings for settlement and hearing procedures. A procedural schedule was adopted in February 2015, and a hearing on the merits is scheduled for November 2015.

Interruptible Load Proceeding

In April 2007, the U.S. Court of Appeals for the D.C. Circuit issued its opinion in the LPSC’s appeal of the FERC’s March 2004 and April 2005 orders related to the treatment under the System Agreement of the Utility operating companies’ interruptible loads. In its opinion the D.C. Circuit concluded that the FERC (1) acted arbitrarily and capriciously by allowing the Utility operating companies to phase-in the effects of the elimination of the interruptible load over a 12-month period of time; (2) failed to adequately explain why refunds could not be ordered under Section 206(c) of the Federal Power Act; and (3) exercised appropriately its discretion to defer addressing the cost of sulfur dioxide allowances until a later time. The D.C. Circuit remanded the matter to the FERC for a more considered determination on the issue of refunds. The FERC issued its order on remand in September 2007, in which it directed Entergy to make a compliance filing removing all interruptible load from the computation of peak load responsibility commencing April 1, 2004 and to issue any necessary refunds to reflect this change. In addition, the order directed the Utility operating companies to make refunds for the period May 1995 through July 1996. In November 2007 the Utility operating companies filed a refund report describing the refunds to be issued pursuant to the FERC’s orders. The LPSC filed a protest to the refund report in December 2007, and the Utility operating companies filed an answer to the protest in January 2008. The refunds were made in October 2008 by the Utility operating companies that owed refunds to the Utility operating companies that were due a refund under the decision. The APSC and the Utility operating companies appealed the FERC decisions to the D.C. Circuit. The refunds were made in the fourth quarter 2009.

Following the filing of petitioners’ initial briefs, the FERC filed a motion requesting the D.C. Circuit hold the appeal of the FERC’s decisions ordering refunds in the interruptible load proceeding in abeyance and remand the record to the FERC. The D.C. Circuit granted the FERC’s unopposed motion in June 2009. In December 2009 the FERC established a paper hearing to determine whether the FERC had the authority and, if so, whether it would be appropriate

Entergy Corporation and Subsidiaries

Notes to Financial Statements

to order refunds resulting from changes in the treatment of interruptible load in the allocation of capacity costs by the Utility operating companies. In August 2010 the FERC issued an order stating that it has the authority and refunds are appropriate. The APSC, MPSC, and Entergy requested rehearing of the FERC’s decision. In June 2011 the FERC issued an order granting rehearing in part and denying rehearing in part, in which the FERC determined to invoke its discretion to deny refunds. The FERC held that in this case where “the Entergy system as a whole collected the proper level of revenue, but, as was later established, incorrectly allocated peak load responsibility among the various Entergy operating companies….the Commission will apply here our usual practice in such cases, invoking our equitable discretion to not order refunds, notwithstanding our authority to do so.” The LPSC has requested rehearing of the FERC’s June 2011 decision. In July 2011 the refunds made in the fourth quarter 2009 described above were reversed. In October 2011 the FERC issued an “Order Establishing Paper Hearing” inviting parties that oppose refunds to file briefs within 30 days addressing the LPSC’s argument that FERC precedent supports refunds under the circumstances present in this proceeding. Parties that favor refunds were then invited to file reply briefs within 21 days of the date that the initial briefs are due. Briefs were submitted and the matter is pending.

In September 2010 the FERC had issued an order setting the refund report filed in the proceeding in November 2007 for hearing and settlement judge procedures. In May 2011, Entergy filed a settlement agreement that resolved all issues relating to the refund report set for hearing. In June 2011 the settlement judge certified the settlement as uncontested and the settlement agreement is currently pending before the FERC. In July 2011, Entergy filed an amended/corrected refund report and a motion to defer action on the settlement agreement until after the FERC rules on the LPSC’s rehearing request regarding the June 2011 decision denying refunds.

Prior to the FERC’s June 2011 order on rehearing, Entergy Arkansas filed an application in November 2010 with the APSC for recovery of the refund that it paid. The APSC denied Entergy Arkansas’s application, and also denied Entergy Arkansas’s petition for rehearing. If the FERC were to order Entergy Arkansas to pay refunds on rehearing in the interruptible load proceeding the APSC’s decision would trap FERC-approved costs at Entergy Arkansas with no regulatory-approved mechanism to recover them. In August 2011, Entergy Arkansas filed a complaint in the United States District Court for the Eastern District of Arkansas asking for a declaratory judgment that the rejection of Entergy Arkansas’s application by the APSC is preempted by the Federal Power Act. The APSC filed a motion to dismiss the complaint. In April 2012 the United States district court dismissed Entergy Arkansas’s complaint without prejudice stating that Entergy Arkansas’s claim is not ripe for adjudication and that Entergy Arkansas did not have standing to bring suit at this time.

In March 2013 the FERC issued an order denying the LPSC’s request for rehearing of the FERC’s June 2011 order wherein the FERC concluded it would exercise its discretion and not order refunds in the interruptible load proceeding. Based on its review of the LPSC’s request for rehearing and the briefs filed as part of the paper hearing established in October 2011, the FERC affirmed its earlier ruling and declined to order refunds under the circumstances of the case. In May 2013 the LPSC filed a petition for review with the U.S. Court of Appeals for the D.C. Circuit seeking review of FERC prior orders in the Interruptible Load Proceeding that concluded that the FERC would exercise its discretion and not order refunds in the proceeding. Oral argument was held on the appeal in the D.C. Circuit in September 2014. In December 2014 the D.C. Circuit issued an order on the LPSC’s appeal and remanded the case back to the FERC. The D.C. Circuit rejected the LPSC’s argument that there is a presumption in favor of refunds, but it held that the FERC had not adequately explained its decision to deny refunds and directed the FERC “to consider the relevant factors and weigh them against one another.”

Entergy Arkansas Opportunity Sales Proceeding

In June 2009, the LPSC filed a complaint requesting that the FERC determine that certain of Entergy Arkansas’s sales of electric energy to third parties: (a) violated the provisions of the System Agreement that allocate the energy generated by Entergy System resources, (b) imprudently denied the Entergy System and its ultimate consumers the benefits of low-cost Entergy System generating capacity, and (c) violated the provision of the System Agreement that prohibits sales to third parties by individual companies absent an offer of a right-of-first-refusal to other Utility operating companies. The LPSC’s complaint challenges sales made beginning in 2002 and requests refunds. In July 2009 the

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Utility operating companies filed a response to the complaint requesting that the FERC dismiss the complaint on the merits without hearing because the LPSC has failed to meet its burden of showing any violation of the System Agreement and failed to produce any evidence of imprudent action by the Entergy System. In their response, the Utility operating companies explained that the System Agreement clearly contemplates that the Utility operating companies may make sales to third parties for their own account, subject to the requirement that those sales be included in the load (or load shape) for the applicable Utility operating company. The response further explained that the FERC already had determined that Entergy Arkansas’s short-term wholesale sales did not trigger the “right-of-first-refusal” provision of the System Agreement. While the D.C. Circuit recently determined that the “right-of-first-refusal” issue was not properly before the FERC at the time of its earlier decision on the issue, the LPSC raised no additional claims or facts that would warrant the FERC reaching a different conclusion.

The LPSC filed direct testimony in the proceeding alleging, among other things, (1) that Entergy violated the System Agreement by permitting Entergy Arkansas to make non-requirements sales to non-affiliated third parties rather than making such energy available to the other Utility operating companies’ customers; and (2) that over the period 2000 - 2009, these non-requirements sales caused harm to the Utility operating companies’ customers and these customers should be compensated for this harm by Entergy. In subsequent testimony, the LPSC modified its original damages claim in favor of quantifying damages by re-running intra-system bills. The Utility operating companies believe the LPSC’s allegations are without merit. A hearing in the matter was held in August 2010.

In December 2010, the ALJ issued an initial decision. The ALJ found that the System Agreement allowed for Entergy Arkansas to make the sales to third parties but concluded that the sales should be accounted for in the same manner as joint account sales. The ALJ concluded that “shareholders” should make refunds of the damages to the Utility operating companies, along with interest. Entergy disagreed with several aspects of the ALJ’s initial decision and in January 2011 filed with the FERC exceptions to the decision.

The FERC issued a decision in June 2012 and held that, while the System Agreement is ambiguous, it does provide authority for individual Utility operating companies to make opportunity sales for their own account and Entergy Arkansas made and priced these sales in good faith. The FERC found, however, that the System Agreement does not provide authority for an individual Utility operating company to allocate the energy associated with such opportunity sales as part of its load, but provides a different allocation authority. The FERC further found that the after-the-fact accounting methodology used to allocate the energy used to supply the sales was inconsistent with the System Agreement. Quantifying the effect of the FERC’s decision will require re-running intra-system bills for a ten-year period, and the FERC in its decision established further hearing procedures to determine the calculation of the effects. In July 2012, Entergy and the LPSC filed requests for rehearing of the FERC’s June 2012 decision, which are pending with the FERC.

As required by the procedural schedule established in the calculation proceeding, Entergy filed its direct testimony that included a proposed illustrative re-run, consistent with the directives in FERC’s order, of intra-system bills for 2003, 2004, and 2006, the three years with the highest volume of opportunity sales. Entergy’s proposed illustrative re-run of intra-system bills shows that the potential cost for Entergy Arkansas would be up to $12 million for the years 2003, 2004, and 2006, excluding interest, and the potential benefit would be significantly less than that for each of the other Utility operating companies. Entergy’s proposed illustrative re-run of the intra-system bills also shows an offsetting potential benefit to Entergy Arkansas for the years 2003, 2004, and 2006 resulting from the effects of the FERC’s order on System Agreement Service Schedules MSS-1, MSS-2, and MSS-3, and the potential offsetting cost would be significantly less than that for each of the other Utility operating companies. Entergy provided to the LPSC an illustrative intra-system bill recalculation as specified by the LPSC for the years 2003, 2004, and 2006, and the LPSC then filed answering testimony in December 2012. In its testimony the LPSC claims that the damages, excluding interest, that should be paid by Entergy Arkansas to the other Utility operating company’s customers for 2003, 2004, and 2006 are $42 million to Entergy Gulf States, Inc., $7 million to Entergy Louisiana, $23 million to Entergy Mississippi, and $4 million to Entergy New Orleans. The FERC staff and certain intervenors filed direct and answering testimony in February 2013. In April 2013, Entergy filed its rebuttal testimony in that proceeding, including a revised illustrative re-run of the intra-system bills for the years 2003, 2004, and 2006. The revised calculation

Entergy Corporation and Subsidiaries

Notes to Financial Statements

determines the re-pricing of the opportunity sales based on consideration of moveable resources only and the removal of exchange energy received by Entergy Arkansas, which increases the potential cost for Entergy Arkansas over the three years 2003, 2004, and 2006 by $2.3 million from the potential costs identified in the Utility operating companies’ prior filings in September and October 2012. A hearing was held in May 2013 to quantify the effect of repricing the opportunity sales in accordance with the FERC’s decision.

In August 2013 the presiding judge issued an initial decision in the calculation proceeding. The initial decision concludes that the methodology proposed by the LPSC, rather than the methodologies proposed by Entergy or the FERC Staff, should be used to calculate the payments that Entergy Arkansas is to make to the other Utility operating companies. The initial decision also concludes that the other System Agreement service schedules should not be adjusted and that payments by Entergy Arkansas should not be reflected in the rough production cost equalization bandwidth calculations for the applicable years. The initial decision does recognize that the LPSC’s methodology would result in an inequitable windfall to the other Utility operating companies and, therefore, concludes that any payments by Entergy Arkansas should be reduced by 20%. The LPSC, APSC, City Council, and FERC staff filed briefs on exceptions and/or briefs opposing exceptions. Entergy filed a brief on exceptions requesting that FERC reverse the initial decision and a brief opposing certain exceptions taken by the LPSC and FERC staff. The FERC’s review of the initial decision is pending. No payments will be made or received by the Utility operating companies until the FERC issues an order reviewing the initial decision and Entergy submits a subsequent filing to comply with that order.

Storm Cost Recovery Filings with Retail Regulators

Entergy Arkansas

Entergy Arkansas December 2012 Winter Storm

In December 2012 a severe winter storm consisting of ice, snow, and high winds caused significant damage to Entergy Arkansas’s distribution lines, equipment, poles, and other facilities. Total restoration costs for the repair and/or replacement of Entergy Arkansas’s electrical facilities in areas damaged from the winter storm were $63 million, including costs recorded as regulatory assets of approximately $22 million. In the Entergy Arkansas 2013 rate case, the APSC approved inclusion of the construction spending in rate base and approved an increase in the normal storm cost accrual, which will effectively amortize the regulatory asset over a five-year period.

Entergy Gulf States Louisiana and Entergy Louisiana

Hurricane Isaac

In August 2012, Hurricane Isaac caused extensive damage to portions of Entergy’s service area in Louisiana, and to a lesser extent in Mississippi and Arkansas. The storm resulted in widespread power outages, significant damage primarily to distribution infrastructure, and the loss of sales during the power outages. 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. Specifically, Entergy Gulf States Louisiana and Entergy Louisiana requested that the LPSC determine the amount of such costs that were prudently incurred and are, thus, eligible for recovery from customers. Including carrying costs and additional storm escrow funds for prior storms, Entergy Gulf States Louisiana requested an LPSC determination that $73.8 million in system restoration costs were prudently incurred and Entergy Louisiana requested an LPSC determination that $247.7 million in system restoration costs were prudently incurred. In May 2013, Entergy Gulf States Louisiana, Entergy Louisiana, and the Louisiana Utilities Restoration Corporation (LURC), an instrumentality of the State of Louisiana, filed with the LPSC an application requesting that the LPSC grant financing orders authorizing the financing of Entergy Gulf States Louisiana's and Entergy Louisiana's storm costs, storm reserves, and issuance costs pursuant to Act 55 of the Louisiana Regular Session of 2007 (Louisiana Act 55). The LPSC Staff filed direct testimony in September 2013 concluding that Hurricane

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Isaac system restoration costs incurred by Entergy Gulf States Louisiana and Entergy Louisiana were reasonable and prudent, subject to proposed minor adjustments which totaled approximately 1% of each company’s 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 July 2014, Entergy Gulf States Louisiana issued $110 million of 3.78% Series first mortgage bonds due April 2025 and used the proceeds to re-establish and replenish its storm damage escrow reserves and for general corporate purposes. In July 2014, Entergy Louisiana issued $190 million of 3.78% Series first mortgage bonds due April 2025 and used the proceeds to re-establish and replenish its storm damage escrow reserves and for general corporate purposes.

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

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Hurricane Gustav and Hurricane Ike

In September 2008, Hurricane Gustav and Hurricane Ike caused catastrophic damage to Entergy’s service territory. Entergy Gulf States Louisiana and Entergy Louisiana filed their Hurricane Gustav and Hurricane Ike storm cost recovery case with the LPSC in May 2009. In September 2009, Entergy Gulf States Louisiana, Entergy Louisiana, and the Louisiana Utilities Restoration Corporation (LURC), an instrumentality of the State of Louisiana, filed with the LPSC an application requesting that the LPSC grant financing orders authorizing the financing of Entergy Gulf States Louisiana’s and Entergy Louisiana’s storm costs, storm reserves, and issuance costs pursuant to Act 55 of the Louisiana Regular Session of 2007 (Act 55). Entergy Gulf States Louisiana’s and Entergy Louisiana’s Hurricane Katrina and Hurricane Rita storm costs were financed primarily by Act 55 financings , as discussed below. Entergy Gulf States Louisiana and Entergy Louisiana also filed an application requesting LPSC approval for ancillary issues including the mechanism to flow charges and Act 55 financing savings to customers via a Storm Cost Offset rider.

In December 2009, Entergy Gulf States Louisiana and Entergy Louisiana entered into a stipulation agreement with the LPSC Staff that provides for total recoverable costs of approximately $234 million for Entergy Gulf States Louisiana and $394 million for Entergy Louisiana, including carrying costs. Under this stipulation, Entergy Gulf States Louisiana agrees not to recover $4.4 million and Entergy Louisiana agrees not to recover $7.2 million of their storm restoration spending. The stipulation also permits replenishing Entergy Gulf States Louisiana’s storm reserve in the amount of $90 million and Entergy Louisiana’s storm reserve in the amount of $200 million when the Act 55 financings are accomplished. In March and April 2010, Entergy Gulf States Louisiana, Entergy Louisiana, and other parties to the proceeding filed with the LPSC an uncontested stipulated settlement that includes these terms and also includes Entergy Gulf States Louisiana’s and Entergy Louisiana’s proposals under the Act 55 financings, which includes a commitment to pass on to customers a minimum of $15.5 million and $27.8 million of customer benefits, respectively, through prospective annual rate reductions of $3.1 million and $5.6 million for five years. A stipulation hearing was held before the ALJ on April 13, 2010. On April 21, 2010, the LPSC approved the settlement and subsequently issued two financing orders and one ratemaking order intended to facilitate the implementation of the Act 55 financings. In June 2010 the Louisiana State Bond Commission approved the Act 55 financings.

In July 2010, the Louisiana Local Government Environmental Facilities and Community Development Authority (LCDA) issued $468.9 million in bonds under Act 55. From the $462.4 million of bond proceeds loaned by the LCDA to the LURC, the LURC deposited $200 million in a restricted escrow account as a storm damage reserve for Entergy Louisiana and transferred $262.4 million directly to Entergy Louisiana. From the bond proceeds received by Entergy Louisiana from the LURC, Entergy Louisiana used $262.4 million to acquire 2,624,297.11 Class B preferred, non-voting, membership interest units of Entergy Holdings Company LLC, a company wholly-owned and consolidated by Entergy, that carry a 9% annual distribution rate. Distributions are payable quarterly commencing on September 15, 2010, and the membership interests have a liquidation price of $100 per unit. The preferred membership interests are callable at the option of Entergy Holdings Company LLC after ten years under the terms of the LLC agreement. The terms of the membership interests include certain financial covenants to which Entergy Holdings Company LLC is subject, including the requirement to maintain a net worth of at least $1 billion.

In July 2010, the LCDA issued another $244.1 million in bonds under Act 55. From the $240.3 million of bond proceeds loaned by the LCDA to the LURC, the LURC deposited $90 million in a restricted escrow account as a storm damage reserve for Entergy Gulf States Louisiana and transferred $150.3 million directly to Entergy Gulf States Louisiana. From the bond proceeds received by Entergy Gulf States Louisiana from the LURC, Entergy Gulf States Louisiana used $150.3 million to acquire 1,502,643.04 Class B preferred, non-voting, membership interest units of Entergy Holdings Company LLC, a company wholly-owned and consolidated by Entergy, that carry a 9% annual distribution rate. Distributions are payable quarterly commencing on September 15, 2010, and the membership interests have a liquidation price of $100 per unit. The preferred membership interests are callable at the option of Entergy Holdings Company LLC after ten years under the terms of the LLC agreement. The terms of the membership interests include certain financial covenants to which Entergy Holdings Company LLC is subject, including the requirement to maintain a net worth of at least $1 billion.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Entergy, Entergy Gulf States Louisiana, and Entergy Louisiana do 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 collect a system restoration charge on behalf of the LURC, and remit the collections to the bond indenture trustee. Entergy Gulf States Louisiana and Entergy Louisiana do not report the collections as revenue because they are merely acting as the billing and collection agents for the state.

Hurricane Katrina and Hurricane Rita

In August and September 2005, Hurricanes Katrina and Rita caused catastrophic damage to large portions of the Utility’s service territories in Louisiana, Mississippi, and Texas, including the effect of extensive flooding that resulted from levee breaks in and around the greater New Orleans area. The storms and flooding resulted in widespread power outages, significant damage to electric distribution, transmission, and generation and gas infrastructure, and the loss of sales and customers due to mandatory evacuations and the destruction of homes and businesses.

In March 2008, Entergy Gulf States Louisiana, Entergy Louisiana, and the Louisiana Utilities Restoration Corporation (LURC), an instrumentality of the State of Louisiana, filed at the LPSC an application requesting that the LPSC grant financing orders authorizing the financing of Entergy Gulf States Louisiana and Entergy Louisiana storm costs, storm reserves, and issuance costs pursuant to Act 55 of the Louisiana Legislature (Act 55 financings). The Act 55 financings are expected to produce additional customer benefits as compared to traditional securitization. Entergy Gulf States Louisiana and Entergy Louisiana also filed an application requesting LPSC approval for ancillary issues including the mechanism to flow charges and savings to customers via a Storm Cost Offset rider. On April 8, 2008, the Louisiana Public Facilities Authority (LPFA), which is the issuer of the bonds pursuant to the Act 55 financings, approved requests for the Act 55 financings. On April 10, 2008, Entergy Gulf States Louisiana and Entergy Louisiana and the LPSC Staff filed with the LPSC an uncontested stipulated settlement that includes Entergy Gulf States Louisiana and Entergy Louisiana’s proposals under the Act 55 financings, which includes a commitment to pass on to customers a minimum of $10 million and $30 million of customer benefits, respectively, through prospective annual rate reductions of $2 million and $6 million for five years. On April 16, 2008, the LPSC approved the settlement and issued two financing orders and one ratemaking order intended to facilitate implementation of the Act 55 financings. In May 2008 the Louisiana State Bond Commission granted final approval of the Act 55 financings.

In July 2008, the LPFA issued $687.7 million in bonds under the aforementioned Act 55. From the $679 million of bond proceeds loaned by the LPFA to the LURC, the LURC deposited $152 million in a restricted escrow account as a storm damage reserve for Entergy Louisiana and transferred $527 million directly to Entergy Louisiana. From the bond proceeds received by Entergy Louisiana from the LURC, Entergy Louisiana invested $545 million, including $17.8 million that was withdrawn from the restricted escrow account as approved by the April 16, 2008 LPSC orders, in exchange for 5,449,861.85 Class A preferred, non-voting, membership interest units of Entergy Holdings Company LLC, a company wholly-owned and consolidated by Entergy, that carry a 10% annual distribution rate. Distributions are payable quarterly commencing on September 15, 2008 and have a liquidation price of $100 per unit. The preferred membership interests are callable at the option of Entergy Holdings Company LLC after ten years under the terms of the LLC agreement. The terms of the membership interests include certain financial covenants to which Entergy Holdings Company LLC is subject, including the requirement to maintain a net worth of at least $1 billion.

In August 2008, the LPFA issued $278.4 million in bonds under the aforementioned Act 55. From the $274.7 million of bond proceeds loaned by the LPFA to the LURC, the LURC deposited $87 million in a restricted escrow account as a storm damage reserve for Entergy Gulf States Louisiana and transferred $187.7 million directly to Entergy Gulf States Louisiana. From the bond proceeds received by Entergy Gulf States Louisiana from the LURC, Entergy Gulf States Louisiana invested $189.4 million, including $1.7 million that was withdrawn from the restricted escrow account as approved by the April 16, 2008 LPSC orders, in exchange for 1,893,918.39 Class A preferred, non-voting, membership interest units of Entergy Holdings Company LLC that carry a 10% annual distribution rate. Distributions are payable quarterly commencing on September 15, 2008 and have a liquidation price of $100 per unit. The preferred

Entergy Corporation and Subsidiaries

Notes to Financial Statements

membership interests are callable at the option of Entergy Holdings Company LLC after ten years under the terms of the LLC agreement. The terms of the membership interests include certain financial covenants to which Entergy Holdings Company LLC is subject, including the requirement to maintain a net worth of at least $1 billion. In February 2012, Entergy Gulf States Louisiana sold 500,000 of its Class A preferred membership units in Entergy Holdings Company LLC, a wholly-owned Entergy subsidiary, to a third party in exchange for $51 million plus accrued but unpaid distributions on the units. The 500,000 preferred membership units are mandatorily redeemable in January 2112.

Entergy, Entergy Gulf States Louisiana, and Entergy Louisiana do not report the bonds on their balance sheets because the bonds are the obligation of the LPFA, 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 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 do not report the collections as revenue because they are merely acting as the billing and collection agent for the state.

Entergy Mississippi

On July 1, 2013, Entergy Mississippi and the Mississippi Public Utilities Staff entered into a joint stipulation, wherein both parties agreed that approximately $32 million in storm restoration costs incurred in 2011 and 2012 were prudently incurred and chargeable to the storm damage provision, while approximately $700,000 in prudently incurred costs were more properly recoverable through the formula rate plan. Entergy Mississippi and the Mississippi Public Utilities Staff also agreed that the storm damage accrual should be increased from $750,000 per month to $1.75 million per month. In September 2013 the MPSC approved the joint stipulation with the increase in the storm damage accrual effective with October 2013 bills. In February 2015, Entergy Mississippi provided notice to the Mississippi Public Utilities Staff that the storm damage accrual would be set to zero effective with the March 2015 billing cycle as a result of Entergy Mississippi's storm damage accrual balance exceeding $15 million as of January 31, 2015, but will return to its current level when the storm damage accrual balance becomes less than $10 million.

Entergy New Orleans

In October 2006, the City Council approved a rate filing settlement agreement that, among other things, authorized a $75 million storm reserve for damage from future storms, which will be created over a ten-year period through a storm reserve rider that began in March 2007. These storm reserve funds are held in a restricted escrow account until needed in response to a storm.

In August 2012, Hurricane Isaac caused extensive damage to Entergy New Orleans’s service area. The storm resulted in widespread power outages, significant damage primarily to distribution infrastructure, and the loss of sales during the power outages. Total restoration costs for the repair and/or 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 January 2015 the City Council issued a resolution approving the terms of a joint agreement in principle filed by Entergy New Orleans, Entergy Louisiana, and the City Council Advisors determining, among other things, that Entergy New Orleans’s prudently-incurred storm recovery costs were $49.3 million, of which $31.7 million, net of reimbursements from the storm reserve escrow account, remains recoverable from Entergy New Orleans’s electric customers. The resolution also directs Entergy New Orleans to file an application to securitize the unrecovered Council-approved storm recovery costs of $31.7 million pursuant to the Louisiana Electric Utility Storm Recovery Securitization Act (Louisiana Act 64). In addition, the resolution found that it is reasonable for Entergy New Orleans to include in the principal amount of its potential securitization the costs to fund and replenish Entergy New Orleans’s storm reserve in an amount that achieves the Council-approved funding level of $75 million. In January 2015, in compliance with that directive, Entergy New Orleans filed with the City Council an application requesting that the City Council grant a financing order authorizing the financing of Entergy New Orleans's storm costs, storm reserves, and issuance costs pursuant to Louisiana Act 64.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

New Nuclear Generation Development Costs

Entergy Gulf States Louisiana and Entergy Louisiana

Entergy Gulf States Louisiana and Entergy Louisiana have been developing and are preserving a project option for new nuclear generation at River Bend. In March 2010, Entergy Gulf States Louisiana and Entergy Louisiana filed with the LPSC seeking approval to continue the limited development activities necessary to preserve an option to construct a new unit at River Bend. At its June 2012 meeting the LPSC voted to uphold an ALJ recommendation that the request of Entergy Gulf States Louisiana and Entergy Louisiana be declined on the basis that the LPSC’s rule on new nuclear development does not apply to activities to preserve an option to develop and on the further grounds that the companies improperly engaged in advanced preparation activities prior to certification. The LPSC directed that Entergy Gulf States Louisiana and Entergy Louisiana be permitted to seek recovery of these costs in their upcoming rate case filings that were subsequently filed in February 2013. In the resolution of the rate case proceeding the LPSC provided for an eight-year amortization of costs incurred in connection with the potential development of new nuclear generation at River Bend, without carrying costs, beginning in December 2014, provided, however, that amortization of these costs shall not result in a future rate increase. As of December 31, 2014, Entergy Gulf States Louisiana and Entergy Louisiana each have a regulatory asset of $29.2 million on its balance sheet related to these new nuclear generation development costs.

Entergy Mississippi

Pursuant to the Mississippi Baseload Act and the Mississippi Public Utilities Act, Entergy Mississippi had been developing and preserving a project option for new nuclear generation at Grand Gulf Nuclear Station. In October 2010, Entergy Mississippi filed an application with the MPSC requesting that the MPSC determine that it was in the public interest to preserve the option to construct new nuclear generation at Grand Gulf and that the MPSC approve the deferral of Entergy Mississippi’s costs incurred to date and in the future related to this project, including the accrual of AFUDC or similar carrying charges. In October 2011, Entergy Mississippi and the Mississippi Public Utilities Staff filed with the MPSC a joint stipulation that the MPSC approved in November 2011. The stipulation stated that there should be a deferral of the $57 million of costs incurred through September 2011 in connection with planning, evaluation, monitoring, and other and related generation resource development activities for new nuclear generation at Grand Gulf.

In October 2014, Entergy Mississippi and the Mississippi Public Utilities Staff entered into and filed joint stipulations in Entergy Mississippi’s general rate case proceeding, which are discussed above. In consideration of the comprehensive terms for settlement in that rate case proceeding, the Mississippi Public Utilities Staff and Entergy Mississippi agreed that Entergy Mississippi would request consolidation of the new nuclear generation development costs proceeding with the rate case proceeding for hearing purposes and will not further pursue, except as noted below, recovery of the costs deferred by MPSC order in the new nuclear generation development docket. The stipulations state, however, that, if Entergy Mississippi decides to move forward with nuclear development in Mississippi, it can at that time re-present for consideration by the MPSC only those costs directly associated with the existing early site permit (ESP), to the extent that the costs are verifiable and prudent and the ESP is still valid and relevant to any such option pursued. After considering the progress of the new nuclear generation costs proceeding in light of the joint stipulations, Entergy Mississippi recorded in 2014 a $56.2 million pre-tax charge to recognize that the regulatory asset associated with new nuclear generation development is no longer probable of recovery. In December 2014 the MPSC issued an order accepting in their entirety the October 2014 stipulations, including the findings and terms of the stipulations regarding new nuclear generation development costs.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Texas Power Price Lawsuit

In August 2003, a lawsuit was filed in the district court of Chambers County, Texas by Texas residents on behalf of a purported class of the Texas retail customers of Entergy Gulf States, Inc. who were billed and paid for electric power from January 1, 1994 to the present. The named defendants include Entergy Corporation, Entergy Services, Entergy Power, Entergy Power Marketing Corp., and Entergy Arkansas. Entergy Gulf States, Inc. was not a named defendant, but was alleged to be a co-conspirator. The court granted the request of Entergy Gulf States, Inc. to intervene in the lawsuit to protect its interests.

Plaintiffs allege that the defendants implemented a “price gouging accounting scheme” to sell to plaintiffs and similarly situated utility customers higher priced power generated by the defendants while rejecting less expensive power offered from off-system suppliers. In particular, plaintiffs allege that the defendants manipulated and continue to manipulate the dispatch of generation so that power is purchased from affiliated expensive resources instead of buying cheaper off-system power.

Plaintiffs stated in their pleadings that customers in Texas were charged at least $57 million above prevailing market prices for power. Plaintiffs seek actual, consequential and exemplary damages, costs and attorneys’ fees, and disgorgement of profits. The plaintiffs’ experts have tendered a report calculating damages in a large range, from $153 million to $972 million in present value, under various scenarios as of the date of the report. The Entergy defendants have tendered expert reports challenging the assumptions, methodologies, and conclusions of the plaintiffs’ expert reports.

In March 2012 the state district court found that the case met the requirements to be maintained as a class action under Texas law. In April 2012 the court entered an order certifying the class. The defendants appealed the order to the Texas Court of Appeals – First District and oral argument was held in May 2013. In November 2014 the Texas Court of Appeals - First District reversed the state district court’s class certification order and dismissed the case holding that the state district court lacked subject matter jurisdiction to address the issues. Plaintiffs filed a motion for rehearing and a motion for rehearing en banc. The Entergy defendants filed responsive briefings, and the parties are awaiting rulings by the Court.

NOTE 3. INCOME TAXES (Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

Income taxes from continuing operations for 2014, 2013, and 2012 for Entergy Corporation and Subsidiaries consist of the following:



	2014			2013			2012
	(In Thousands)
Current:
Federal		$90,061			$88,291			($47,851	)
Foreign	90			101			143
State	(12,637		)	20,584			(41,516		)
Total	77,514			108,976			(89,224		)
Deferred and non-current - net	528,326			126,935			131,130
Investment tax credit adjustments - net	(16,243		)	(9,930		)	(11,051		)
Income tax expense from continuing operations		$589,597			$225,981			$30,855

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Income taxes for 2014, 2013, and 2012 for Entergy’s Registrant Subsidiaries consist of the following:



2014	Entergy Arkansas			Entergy Gulf States Louisiana			Entergy Louisiana			Entergy Mississippi			Entergy New Orleans			Entergy Texas			System Energy
	(In Thousands)
Current:
Federal		($34,258	)		($3,857	)		($41,052	)		$8,103			($1,924	)		$48,610			$19,908
State	(678		)	(769		)	(422		)	7,474			520			4,877			15,379
Total	(34,936		)	(4,626		)	(41,474		)	15,577			(1,404		)	53,487			35,287
Deferred and non-current - net	119,841			96,446			140,348			42,305			13,952			(2,418		)	53,501
Investment tax credit adjustments - net	(1,276		)	(3,038		)	(2,604		)	(2,172		)	(224		)	(1,425		)	(5,478		)
Income taxes		$83,629			$88,782			$96,270			$55,710			$12,324			$49,644			$83,310



2013	Entergy Arkansas			Entergy Gulf States Louisiana			Entergy Louisiana			Entergy Mississippi		Entergy New Orleans			Entergy Texas			System Energy
	(In Thousands)
Current:
Federal		($13,574	)		$12,176			($30,973	)		$2,498		$15,017			$37,199			($6,199	)
State	6,122			(9,939		)	(5,692		)	4,849		(1,221		)	(843		)	15,845
Total	(7,452		)	2,237			(36,665		)	7,347		13,796			36,356			9,646
Deferred and non-current - net	101,253			57,620			121,416			41,150		(11,952		)	(4,639		)	60,614
Investment tax credit adjustments - net	(2,014		)	(3,038		)	(2,874		)	1,260		(225		)	(1,609		)	(1,407		)
Income taxes		$91,787			$56,819			$81,877			$49,757		$1,619			$30,108			$68,853



2012	Entergy Arkansas			Entergy Gulf States Louisiana			Entergy Louisiana			Entergy Mississippi			Entergy New Orleans			Entergy Texas			System Energy
	(In Thousands)
Current:
Federal		$64,069			($66,081	)		($132,999	)		$3,188			($9,484	)		($114,677	)		($50,491	)
State	6,712			9,535			(1,269		)	(4,425		)	(1,617		)	4,933			(8,544		)
Total	70,781			(56,546		)	(134,268		)	(1,237		)	(11,101		)	(109,744		)	(59,035		)
Deferred and non-current - net	26,042			112,390			8,463			59,045			18,586			144,471			137,832
Investment tax credit adjustments - net	(2,017		)	(3,228		)	(3,117		)	871			(245		)	(1,609		)	(1,682		)
Income taxes		$94,806			$52,616			($128,922	)		$58,679			$7,240			$33,118			$77,115

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Total income taxes for Entergy Corporation and Subsidiaries differ from the amounts computed by applying the statutory income tax rate to income before income taxes. The reasons for the differences for the years 2014, 2013, and 2012 are:



	2014			2013			2012
	(In Thousands)
Net income attributable to Entergy Corporation		$940,721			$711,902			$846,673
Preferred dividend requirements of subsidiaries	19,536			18,670			21,690
Consolidated net income	960,257			730,572			868,363
Income taxes	589,597			225,981			30,855
Income before income taxes		$1,549,854			$956,553			$899,218
Computed at statutory rate (35%)		$542,449			$334,794			$314,726
Increases (reductions) in tax resulting from:
State income taxes net of federal income tax effect	44,708			13,599			40,699
Regulatory differences - utility plant items	39,321			32,324			35,527
Equity component of AFUDC	(21,108		)	(22,356		)	(30,838		)
Amortization of investment tax credits	(12,211		)	(13,535		)	(14,000		)
Flow-through / permanent differences	(18,003		)	(301		)	(14,801		)
Net-of-tax regulatory liability	—			(2,899		)	(4,356		)
New York tax law change	(21,500		)	—			—
Deferred tax asset on additional depreciation (a)	—			—			(155,300		)
Termination of business reorganization	—			(27,192		)	—
Write-off of regulatory asset for income taxes	—			—			42,159
Capital losses	—			—			(20,188		)
Provision for uncertain tax positions (b)	32,573			(59,249		)	(159,957		)
Valuation allowance	—			(31,573		)	—
Other - net	3,368			2,369			(2,816		)
Total income taxes as reported		$589,597			$225,981			$30,855
Effective Income Tax Rate	38.0		%	23.6		%	3.4		%


(a)	See “ Income Tax Audits - 2004-2005 IRS Audit ” below for discussion of this item.


(b)	See “ Income Tax Audits - 2008-2009 IRS Audit ” below for discussion of the most significant items in 2013 and 2012.

In March 2014, New York enacted legislation that substantially modifies various aspects of New York tax law. The most significant effect of the legislation for 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 as shown in the table above.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Total income taxes for the Registrant Subsidiaries differ from the amounts computed by applying the statutory income tax rate to income before taxes. The reasons for the differences for the years 2014, 2013, and 2012 are:



2014	Entergy Arkansas			Entergy Gulf States Louisiana			Entergy Louisiana			Entergy Mississippi			Entergy New Orleans			Entergy Texas			System Energy
	(In Thousands)
Net income		$121,392			$162,491			$283,531			$74,821			$28,707			$74,804			$96,334
Income taxes	83,629			88,782			96,270			55,710			12,324			49,644			83,310
Pretax income		$205,021			$251,273			$379,801			$130,531			$41,031			$124,448			$179,644
Computed at statutory rate (35%)		$71,757			$87,946			$132,930			$45,686			$14,361			$43,557			$62,875
Increases (reductions) in tax resulting from:
State income taxes net of federal income tax effect	9,591			6,532			5,134			5,180			1,643			3,221			6,877
Regulatory differences - utility plant items	8,653			4,618			2,869			4,448			777			4,165			13,791
Equity component of AFUDC	(2,533		)	(2,602		)	(12,010		)	(833		)	(320		)	(1,035		)	(1,774		)
Amortization of investment tax credits	(1,251		)	(3,018		)	(2,576		)	(260		)	(218		)	(1,412		)	(3,476		)
Flow-through / permanent differences	(5,082		)	799			(1,024		)	555			(4,458		)	393			(327		)
Non-taxable dividend income	—			(10,590		)	(30,665		)	—			—			—			—
Provision for uncertain tax positions	1,881			4,108			1,228			718			405			522			5,235
Other - net	613			989			384			216			134			233			109
Total income taxes		$83,629			$88,782			$96,270			$55,710			$12,324			$49,644			$83,310
Effective Income Tax Rate	40.8		%	35.3		%	25.3		%	42.7		%	30.0		%	39.9		%	46.4		%

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)
Net income		$161,948			$161,662			$252,464			$82,159			$11,683			$57,881			$113,664
Income taxes	91,787			56,819			81,877			49,757			1,619			30,108			68,853
Pretax income		$253,735			$218,481			$334,341			$131,916			$13,302			$87,989			$182,517
Computed at statutory rate (35%)		$88,807			$76,468			$117,019			$46,171			$4,656			$30,796			$63,881
Increases (reductions) in tax resulting from:
State income taxes net of federal income tax effect	10,954			7,719			11,365			4,564			1,012			(897		)	5,900
Regulatory differences - utility plant items	7,938			4,865			2,140			2,603			453			3,256			11,070
Equity component of AFUDC	(3,820		)	(2,822		)	(10,278		)	(764		)	(322		)	(1,626		)	(2,724		)
Amortization of investment tax credits	(1,989		)	(3,018		)	(2,846		)	(260		)	(216		)	(1,596		)	(3,476		)
Flow-through / permanent differences	2,540			2,377			1,269			1,702			(4,402		)	2,467			(491		)
Net-of-tax regulatory liability	—			—			(2,899		)	—			—			—			—
Termination of business reorganization	(6,753		)	(3,619		)	(3,834		)	(4,177		)	(501		)	(3,542		)	(13		)
Non-taxable dividend income	—			(9,612		)	(27,341		)	—			—			—			—
Provision for uncertain tax positions	(6,527		)	(15,557		)	(3,088		)	(326		)	795			1,027			(5,353		)
Other - net	637			18			370			244			144			223			59
Total income taxes		$91,787			$56,819			$81,877			$49,757			$1,619			$30,108			$68,853
Effective Income Tax Rate	36.2		%	26.0		%	24.5		%	37.7		%	12.2		%	34.2		%	37.7		%

Entergy Corporation and Subsidiaries

Notes to Financial Statements



2012	Entergy Arkansas			Entergy Gulf States Louisiana			Entergy Louisiana			Entergy Mississippi			Entergy New Orleans			Entergy Texas			System Energy
	(In Thousands)
Net income		$152,365			$158,977			$281,081			$46,768			$17,065			$41,971			$111,866
Income taxes (benefit)	94,806			52,616			(128,922		)	58,679			7,240			33,118			77,115
Pretax income		$247,171			$211,593			$152,159			$105,447			$24,305			$75,089			$188,981
Computed at statutory rate (35%)		$86,510			$74,058			$53,256			$36,906			$8,507			$26,281			$66,143
Increases (reductions) resulting from:
State income taxes net of federal income tax effect	11,282			5,087			1,976			3,944			505			3,115			6,652
Regulatory differences - utility plant items	6,778			8,472			312			2,619			2,289			3,668			11,389
Equity component of AFUDC	(2,495		)	(3,042		)	(12,919		)	(1,383		)	(276		)	(1,587		)	(9,136		)
Amortization of investment tax credits	(1,992		)	(3,204		)	(3,089		)	(264		)	(240		)	(1,596		)	(3,480		)
Net-of-tax regulatory liability	—			—			(4,356		)	—			—			—			—
Flow-through / permanent differences	3,427			(7,646		)	1,397			1,961			(4,385		)	1,585			(357		)
Non-taxable dividend income	—			(9,836		)	(27,336		)	—			—			—			—
Expense (benefit) of Entergy Corporation expenses	(19,403		)	(17,703		)	—			14,449			2,758			—			(10,241		)
Provision for uncertain tax positions	11,227			8,745			(143,583		)	870			(2,095		)	1,651			17,966
Change in regulatory recovery	—			(553		)	7,854			—			—			—			—
Other - net	(528		)	(1,762		)	(2,434		)	(423		)	177			1			(1,821		)
Total income taxes		$94,806			$52,616			($128,922	)		$58,679			$7,240			$33,118			$77,115
Effective Income Tax Rate	38.4		%	24.9		%	(84.7		%)	55.6		%	29.8		%	44.1		%	40.8		%

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Significant components of accumulated deferred income taxes and taxes accrued for Entergy Corporation and Subsidiaries as of December 31, 2014 and 2013 are as follows:



	2014			2013
	(In Thousands)
Deferred tax liabilities:
Plant basis differences - net		($8,128,096	)		($7,941,319	)
Regulatory assets	(922,161		)	(922,312		)
Nuclear decommissioning trusts	(1,248,737		)	(1,100,439		)
Pension, net funding	(324,881		)	(299,951		)
Combined unitary state taxes	(162,340		)	(183,934		)
Power purchase agreements	(110,889		)	(8,096		)
Other	(500,424		)	(404,749		)
Total	(11,397,528		)	(10,860,800		)
Deferred tax assets:
Nuclear decommissioning liabilities	874,493			754,828
Regulatory liabilities	458,230			403,370
Pension and other post-employment benefits	586,455			469,190
Sale and leaseback	153,308			176,119
Compensation	74,692			125,552
Accumulated deferred investment tax credit	100,442			106,777
Provision for allowances and contingencies	160,551			66,026
Net operating loss carryforwards	457,758			548,756
Capital losses and miscellaneous tax credits	12,146			13,140
Valuation allowance	(27,387		)	(28,146		)
Other	58,334			109,606
Total	2,909,022			2,745,218
Noncurrent accrued taxes (including unrecognized tax benefits)	(606,560		)	(400,276		)
Accumulated deferred income taxes and taxes accrued		($9,095,066	)		($8,515,858	)

Entergy’s estimated tax attributes carryovers and their expiration dates as of December 31, 2014 are as follows:



Carryover Description	Carryover Amount	Year(s) of expiration

Federal net operating losses	$12.3 billion	2023-2034
State net operating losses	$10.2 billion	2015-2033
Miscellaneous federal and state credits	$97.6 million	2015-2034

As a result of the accounting for uncertain tax positions, the amount of the deferred tax assets reflected in the financial statements is less than the amount of the tax effect of the federal and state net operating loss carryovers, tax credit carryovers, and other tax attributes reflected on income tax returns. Because it is more likely than not that the benefit from certain state net operating loss carryovers will not be utilized, a valuation allowance of $21.2 million has been provided on the deferred tax assets relating to these state net operating loss carryovers.

In the third quarter 2013, Entergy reduced a valuation allowance by $44 million ($28 million net of the federal income tax effect) that had been provided on a state net operating loss carryover due to the prospective utilization of such loss carryover.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Significant components of accumulated deferred income taxes and taxes accrued for the Registrant Subsidiaries as of December 31, 2014 and 2013 are as follows:



2014	Entergy Arkansas			Entergy Gulf States Louisiana			Entergy Louisiana			Entergy Mississippi			Entergy New Orleans			Entergy Texas			System Energy
	(In Thousands)
Deferred tax liabilities:
Plant basis differences - net		($1,657,503	)		($1,233,761	)		($1,515,091	)		($753,576	)		($186,153	)		($771,135	)		($668,779	)
Regulatory assets	(198,662		)	(106,287		)	(274,432		)	(30,114		)	—			(202,402		)	(110,087		)
Nuclear decommissioning trusts	(130,524		)	(43,611		)	(62,551		)	—			—			—			(74,063		)
Pension, net funding	(93,355		)	(46,403		)	(53,190		)	(27,861		)	(13,285		)	(25,616		)	(23,440		)
Deferred fuel	(82,050		)	(3,034		)	(500		)	(5,303		)	(407		)	2,045			(120		)
Power purchase agreements	(17,073		)	(67,083		)	—			2,129			13			847			—
Other	(33,827		)	(8,850		)	(75,432		)	(11,423		)	(11,500		)	(22,546		)	(19,802		)
Total	(2,212,994		)	(1,509,029		)	(1,981,196		)	(826,148		)	(211,332		)	(1,018,807		)	(896,291		)
Deferred tax assets:
Regulatory liabilities	145,466			70,068			111,533			7,214			29,580			4,079			90,290
Nuclear decommissioning liabilities	(43,134		)	48,815			97,323			—			—			—			(62,571		)
Pension and other post-employment benefits	(17,534		)	88,606			70,055			(7,288		)	(7,504		)	(15,053		)	(1,413		)
Sale and leaseback	—			—			45,136			—			—			—			108,172
Accumulated deferred investment tax credit	14,791			33,941			24,922			2,436			332			5,158			18,862
Provision for allowances and contingencies	(7,149		)	43,512			82,293			19,590			10,986			8,017			133
Unbilled/deferred revenues	12,322			(18,553		)	(6,463		)	12,956			3,395			11,573			—
Compensation	2,085			641			(483		)	(846		)	475			4,155			—
Net operating loss carryforwards	105,063			—			241,803			—			—			—			—
Capital losses and miscellaneous tax credits	—			—			—			3,504			—			—			—
Other	258			8,102			7,406			5,887			2,891			3,850			2,000
Total	212,168			275,132			673,525			43,453			40,155			21,779			155,473
Noncurrent accrued taxes (including unrecognized tax benefits)	9,367			(388,230		)	(24,278		)	(12,481		)	(19,502		)	(48,921		)	(81,528		)
Accumulated deferred income taxes and taxes accrued		($1,991,459	)		($1,622,127	)		($1,331,949	)		($795,176	)		($190,679	)		($1,045,949	)		($822,346	)

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)
Deferred tax liabilities:
Plant basis differences - net		($1,613,195	)		($1,259,173	)		($1,347,534	)		($727,545	)		($196,726	)		($759,263	)		($698,151	)
Regulatory assets	(212,339		)	(102,362		)	(255,068		)	(33,277		)	—			(205,402		)	(113,849		)
Nuclear decommissioning trusts	(110,004		)	(32,574		)	(50,248		)	—			—			—			(58,308		)
Pension, net funding	(79,589		)	(45,342		)	(50,630		)	(24,392		)	(11,606		)	(23,598		)	(21,187		)
Deferred fuel	(26,946		)	(4,361		)	(512		)	(21,823		)	63			(470		)	(129		)
Power purchase agreements	(7,053		)	(20,234		)	—			—			13			1,269			—
Other	(62,046		)	(25,694		)	(69,194		)	(10,732		)	(13,446		)	(58,963		)	(8,969		)
Total	(2,111,172		)	(1,489,740		)	(1,773,186		)	(817,769		)	(221,702		)	(1,046,427		)	(900,593		)
Deferred tax assets:
Regulatory liabilities	120,966			60,176			94,019			8,357			35,764			7,952			76,135
Nuclear decommissioning liabilities	(64,571		)	49,439			92,206			—			—			—			(71,898		)
Pension and other post-employment benefits	(12,132		)	73,136			62,999			(1,345		)	1,532			(13,417		)	(2,073		)
Sale and leaseback	—			—			52,054			—			—			—			124,065
Accumulated deferred investment tax credit	15,281			35,297			25,913			3,263			416			5,651			20,956
Provision for allowances and contingencies	12,313			14,784			3,347			13,066			8,535			5,980			—
Unbilled/deferred revenues	37,825			(22,340		)	3,026			6,791			4,226			10,655			—
Compensation	7,131			4,701			3,470			1,778			1,696			6,774			822
Net operating loss carryforwards	85,875			—			230,592			19,400			—			—			—
Capital losses and miscellaneous tax credits	—			—			—			6,173			—			—			—
Other	3,682			4,939			4,148			4,224			2,930			3,807			2,001
Total	206,370			220,132			571,774			61,707			55,099			27,402			150,008
Noncurrent accrued taxes (including unrecognized tax benefits)	22,565			(279,269		)	25,512			(6,290		)	(5,015		)	(37,777		)	10,302
Accumulated deferred income taxes and taxes accrued		($1,882,237	)		($1,548,877	)		($1,175,900	)		($762,352	)		($171,618	)		($1,056,802	)		($740,283	)

Entergy Corporation and Subsidiaries

Notes to Financial Statements

The Registrant Subsidiaries’ estimated tax attributes carryovers and their expiration dates as of December 31, 2014 are as follows:



	Entergy Arkansas			Entergy Gulf States Louisiana			Entergy Louisiana			Entergy Mississippi			Entergy New Orleans			Entergy Texas			System Energy

Federal net operating losses		$1.3	billion		$151	million		$2.1	billion	—				$55	million	—				$392	million
Year(s) of expiration	2029-2034			2029-2032			2029-2034			N/A			2031-2034			N/A			2030-2032

State net operating losses		$235	million		$580	million		$3	billion	—				$24	million	—			—
Year(s) of expiration	2015-2028			2024-2027			2024-2029			N/A			2026-2029			N/A			N/A

Misc. federal credits		$1	million		$6	million		$13	million		$1	million	—			—				$10	million
Year(s) of expiration	2029-2033			2029-2033			2026-2033			2029-2033			N/A			N/A			2029-2033

State credits	—			—			—				$9.5	million	—				$3.4	million		$15.7	million
Year(s) of expiration	N/A			N/A			N/A			2015-2019			N/A			2026			2015-2019

Unrecognized tax benefits

Accounting standards establish a “more-likely-than-not” recognition threshold that must be met before a tax benefit can be recognized in the financial statements. If a tax deduction is taken on a tax return, but does not meet the more-likely-than-not recognition threshold, an increase in income tax liability, above what is payable on the tax return, is required to be recorded. A reconciliation of Entergy’s beginning and ending amount of unrecognized tax benefits is as follows:



	2014			2013			2012
	(In Thousands)
Gross balance at January 1		$4,593,224			$4,170,403			$4,387,780
Additions based on tax positions related to the current year	348,543			162,338			163,612
Additions for tax positions of prior years	11,637			410,108			1,517,797
Reductions for tax positions of prior years	(213,401		)	(103,360		)	(476,873		)
Settlements	—			(43,620		)	(1,421,913		)
Lapse of statute of limitations	(3,218		)	(2,645		)	—
Gross balance at December 31	4,736,785			4,593,224			4,170,403
Offsets to gross unrecognized tax benefits:
Credit and loss carryovers	(4,295,643		)	(4,400,498		)	(4,022,535		)
Unrecognized tax benefits net of unused tax attributes and payments (a)		$441,142			$192,726			$147,868


(a)	Potential tax liability above what is payable on tax returns

Entergy Corporation and Subsidiaries

Notes to Financial Statements

The balances of unrecognized tax benefits include $516 million, $176 million, and $203 million as of December 31, 2014, 2013, and 2012, respectively, which, if recognized, would lower the effective income tax rates. Because of the effect of deferred tax accounting, the remaining balances of unrecognized tax benefits of $4.221 billion, $4.417 billion, and $3.968 billion as of December 31, 2014, 2013, and 2012, respectively, if disallowed, would not affect the annual effective income tax rate but would accelerate the payment of cash to the taxing authority to an earlier period.

Entergy accrues interest expense, if any, related to unrecognized tax benefits in income tax expense. Entergy’s December 31, 2014, 2013, and 2012 accrued balance for the possible payment of interest is approximately $127 million, $96.4 million, and $146.3 million, respectively.

A reconciliation of the Registrant Subsidiaries’ beginning and ending amount of unrecognized tax benefits for 2014, 2013, and 2012 is as follows:



2014	Entergy Arkansas			Entergy Gulf States Louisiana			Entergy Louisiana			Entergy Mississippi			Entergy New Orleans			Entergy Texas			System Energy
	(In Thousands)
Gross balance at January 1, 2014		$347,713			$465,075			$611,605			$16,186			$51,679			$13,017			$265,185
Additions based on tax positions related to the current year	14,511			55,053			96,196			3,928			2,235			4,225			2,744
Additions for tax positions of prior years	1,767			5,204			1,720			319			37			303			566
Reductions for tax positions of prior years	(1,079		)	(7,995		)	(20,929		)	(289		)	(188		)	(267		)	(10,253		)
Settlements	—			—			—			—			—			(14		)	—
Gross balance at December 31, 2014	362,912			517,337			688,592			20,144			53,763			17,264			258,242
Offsets to gross unrecognized tax benefits:
Loss carryovers	(361,043		)	(89,448		)	(650,540		)	(6,992		)	(20,735		)	(241		)	(163,124		)
Unrecognized tax benefits net of unused tax attributes and payments		$1,869			$427,889			$38,052			$13,152			$33,028			$17,023			$95,118

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)
Gross balance at January 1, 2013		$344,669			$465,721			$536,673			$16,841			$52,018			$13,954			$260,346
Additions based on tax positions related to the current year	6,427			7,276			10,611			957			583			2,170			4,170
Additions for tax positions of prior years	1,228			7,189			118,025			401			3,506			587			8,391
Reductions for tax positions of prior years	(3,943		)	(15,045		)	(38,428		)	(1,941		)	(962		)	(4,186		)	(967		)
Settlements	(668		)	(66		)	(15,276		)	(72		)	(3,466		)	492			(6,755		)
Gross balance at December 31, 2013	347,713			465,075			611,605			16,186			51,679			13,017			265,185
Offsets to gross unrecognized tax benefits:
Loss carryovers	(345,674		)	(136,151		)	(611,605		)	(16,186		)	(22,078		)	(266		)	(225,286		)
Unrecognized tax benefits net of unused tax attributes and payments		$2,039			$328,924			$—			$—			$29,601			$12,751			$39,899

Entergy Corporation and Subsidiaries

Notes to Financial Statements



2012	Entergy Arkansas			Entergy Gulf States Louisiana			Entergy Louisiana			Entergy Mississippi			Entergy New Orleans			Entergy Texas			System Energy
	(In Thousands)
Gross balance at January 1, 2012		$335,493			$390,493			$446,187			$11,052			$56,052			$19,225			$281,183
Additions based on tax positions related to the current year	10,409			8,974			67,721			8,401			497			1,656			8,715
Additions for tax positions of prior years	429,232			392,548			331,432			4,057			445			4,834			271,172
Reductions for tax positions of prior years	(39,534		)	(50,518		)	(169,465		)	(5,703		)	(2,506		)	(11,649		)	(20,934		)
Settlements	(390,931		)	(275,776		)	(139,202		)	(966		)	(2,470		)	(112		)	(279,790		)
Gross balance at December 31, 2012	344,669			465,721			536,673			16,841			52,018			13,954			260,346
Offsets to gross unrecognized tax benefits:
Loss carryovers	(342,127		)	(160,955		)	(536,673		)	(16,841		)	(35,511		)	(1,593		)	(249,424		)
Unrecognized tax benefits net of unused tax attributes and payments		$2,542			$304,766			$—			$—			$16,507			$12,361			$10,922

The Registrant Subsidiaries’ balances of unrecognized tax benefits included amounts which, if recognized, would have reduced income tax expense as follows:



	December 31,
	2014		2013		2012
	(In Millions)
Entergy Arkansas		$2.6		$0.6		$0.6
Entergy Gulf States Louisiana		$91.9		$44.0		$44.0
Entergy Louisiana		$175.4		$87.9		$92.4
Entergy Mississippi		$3.9		$3.9		$3.9
Entergy New Orleans		$50.7		$—		$—
Entergy Texas		$10.5		$10.1		$8.6
System Energy		$3.7		$3.3		$3.5

Entergy Corporation and Subsidiaries

Notes to Financial Statements

The Registrant Subsidiaries accrue interest and penalties related to unrecognized tax benefits in income tax expense. Penalties have not been accrued. Accrued balances for the possible payment of interest are as follows:



	December 31,
	2014		2013		2012
	(In Millions)
Entergy Arkansas		$17.0		$15.2		$21.8
Entergy Gulf States Louisiana		$21.0		$17.0		$33.1
Entergy Louisiana		$1.2		$1.0		$0.9
Entergy Mississippi		$2.8		$2.1		$2.4
Entergy New Orleans		$1.3		$0.9		$0.1
Entergy Texas		$1.0		$0.8		$0.7
System Energy		$23.8		$19.0		$33.2

Income Tax Litigation

In October 2010 the U.S. Tax Court entered a decision in favor of Entergy regarding the ability to credit the U.K. Windfall Tax against U.S. income tax as a foreign tax credit. The U.K. Windfall Tax relates to Entergy’s former investment in London Electricity.

The IRS filed an appeal of the U.K. Windfall Tax decision with the U.S. Court of Appeals for the Fifth Circuit in December 2010. Oral arguments were heard in November 2011. In June 2012 the U.S. Court of Appeals for the Fifth Circuit unanimously affirmed the U.S. Tax Court decision. As a result of this decision, Entergy reversed its liability for uncertain tax positions associated with this issue. On September 4, 2012, the U.S. Solicitor General, on behalf of the Commissioner of Internal Revenue, petitioned the U.S. Supreme Court for a writ of certiorari to review the Fifth Circuit judgment.

Concurrent with the Tax Court’s issuance of a favorable decision regarding the above issues, the Tax Court issued a favorable decision in a separate proceeding, PPL Corp. v. Commissioner , regarding the creditability of the U.K. Windfall Tax. The IRS appealed the PPL decision to the United States Court of Appeals for the Third Circuit. In December 2011 the Third Circuit reversed the Tax Court’s holding in PPL Corp. v. Commissioner , stating that the U.K. tax was not eligible for the foreign tax credit. PPL Corp. petitioned the U.S. Supreme Court for a writ of certiorari to review the U.S. Court of Appeals for the Third Circuit decision. On October 29, 2012, the U.S. Supreme Court granted PPL Corp.’s petition for certiorari. The Solicitor General’s petition for writ of certiorari in Entergy’s case was held pending the disposition of the PPL case.

On May 20, 2013, the U.S. Supreme Court issued a unanimous decision in PPL’s favor, holding that the U.K. Windfall Tax is a creditable tax for U.S. federal income tax purposes. On May 28, 2013, the Supreme Court denied the petition for certiorari filed by the Commissioner of Internal Revenue in Entergy’s U.K. Windfall Tax case, allowing the decision in Entergy’s favor from the United States Court of Appeals for the Fifth Circuit to become final.

Income Tax Audits

Entergy and its subsidiaries file U.S. federal and various state and foreign income tax returns. IRS examinations are substantially completed for years before 2009. All state taxing authorities’ examinations are completed for years before 2005.

2004-2005 IRS Audit

In June 2009, Entergy filed a formal protest with the IRS Appeals Division indicating disagreement with certain issues contained in the 2004-2005 Revenue Agent’s Report (RAR). The most significant issue disputed was the

Entergy Corporation and Subsidiaries

Notes to Financial Statements

inclusion of nuclear decommissioning liabilities in cost of goods sold for the nuclear power plants owned by the Utility resulting from an Application for Change in Accounting Method for tax purposes (the “2004 CAM”).

During the fourth quarter 2012, Entergy settled the position relating to the 2004 CAM. Under the settlement Entergy conceded its tax position, resulting in an increase in taxable income of approximately $2.97 billion for the tax years 2004 - 2007. The settlement provides that Entergy Louisiana is entitled to additional tax depreciation of approximately $547 million for years 2006 and beyond. The deferred tax asset net of interest charges associated with the settlement is $155 million for Entergy. There was a related increase to Entergy Louisiana’s member’s equity account.

2008-2009 IRS Audit

In the third quarter 2008, Entergy Louisiana and Entergy Gulf States Louisiana received $679 million and $274.7 million, respectively, from the Louisiana Utilities Restoration Corporation (“LURC”). These receipts from LURC were from the proceeds of a Louisiana Act 55 financing of the costs incurred to restore service following Hurricane Katrina and Hurricane Rita. See Note 2 to the financial statements for further details regarding the financings.

In June 2012, Entergy effectively settled the tax treatment of the storm restoration, which resulted in an increase to 2008 taxable income of $129 million for Entergy Louisiana and $104 million for Entergy Gulf States Louisiana and a reduction of income tax expense of $172 million, including $143 million for Entergy Louisiana and $20 million for Entergy Gulf States Louisiana. Under the terms of an LPSC-approved settlement related to the Louisiana Act 55 financings, Entergy Louisiana and Entergy Gulf States Louisiana recorded, respectively, a $137 million ($84 million net-of-tax) and a $28 million ($17 million net-of-tax) regulatory charge and a corresponding regulatory liability to reflect their obligations to customers with respect to the settlement.

In the fourth quarter 2009, Entergy filed Applications for Change in Accounting Method (the “2009 CAM”) for tax purposes with the IRS for certain costs under Section 263A of the Internal Revenue Code. In the Applications, Entergy proposed to treat the nuclear decommissioning liability associated with the operation of its nuclear power plants as a production cost properly includable in cost of goods sold. The effect of the 2009 CAM was a $5.7 billion reduction in 2009 taxable income. The 2009 CAM was adjusted to $9.3 billion in 2012.

In the fourth quarter 2012 the IRS disallowed the reduction to 2009 taxable income related to the 2009 CAM. In the third quarter 2013, the Internal Revenue Service issued its RAR for the tax years 2008-2009. As a result of the issuance of this RAR, Entergy and the IRS resolved all of the 2008-2009 issues described above except for the 2009 CAM. Entergy disagrees with the IRS’s disallowance of the 2009 CAM and filed a protest with the IRS Appeals Division on October 24, 2013. Two conferences with the Appeals Division have taken place during 2014. The resolution of this issue is in process. The issuance of the RAR by the IRS effectively settled all other issues, which resulted in an adjustment to the provision for uncertain tax positions.

Other Tax Matters

Entergy regularly negotiates with the IRS to achieve settlements. The resolution of the nuclear decommissioning liability audit issue, discussed above, could result in significant changes to the amounts of unrecognized tax benefits in the next twelve months.

In September 2013 the U.S. Treasury Department and the IRS issued final regulations that provide guidance on the deductibility and capitalization of costs incurred associated with tangible property. Entergy and the Registrant Subsidiaries filed with the IRS an automatic application for change in accounting method which is in compliance with the final regulations and the safe harbor provisions of the relevant IRS Revenue Procedures. Entergy estimates that the effect of this accounting method change will result in a net increase to Entergy’s taxable income of approximately $548 million, which will be recognized over a four year period beginning with the tax year ended 2014. The adoption of the final regulations and safe harbor method results in approximate changes in the Registrant Subsidiaries taxable

Entergy Corporation and Subsidiaries

Notes to Financial Statements

income as follows: an increase of $157 million for Entergy Arkansas, an increase of $42 million for Entergy Gulf States Louisiana, an increase of $49 million for Entergy Louisiana, an increase of $23 million for Entergy Mississippi, an increase of $169 million for Entergy Texas, a decrease of $11 million for Entergy New Orleans, and an increase of $34 million for System Energy.

In March 2013, Entergy Louisiana distributed to its parent, Entergy Louisiana Holdings, Inc., Louisiana income tax credits of $20.6 million, which resulted in a decrease in Entergy Louisiana’s member’s equity account.

The Tax Increase Prevention Act of 2014 was enacted in December 2014. The most significant provisions affecting Entergy and the Registrant Subsidiaries were a one-year extension of 50% bonus depreciation and the research and experimentation tax credit. These provisions do not result in an immediate cash flow benefit but will result in cash flow benefits for Entergy in a future period.

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

Entergy Corporation has in place a credit facility that has a borrowing capacity of $3.5 billion and expires in March 2019. Entergy Corporation also has the ability to issue letters of credit against 50% of the total borrowing 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 year ended December 31, 2014 was 1.93% on the drawn portion of the facility. Following is a summary of the borrowings outstanding and capacity available under the facility as of December 31, 2014 .

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

Entergy Corporation has a commercial paper program with a Board-approved program limit of up to $1.5 billion . At December 31, 2014 , Entergy Corporation had $484 million of commercial paper outstanding. The weighted-average interest rate for the year ended December 31, 2014 was 0.88% .

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas each had credit facilities available as of December 31, 2014 as follows:



				Amount Drawn as of
Company	Expiration Date	Amount of Facility	Interest Rate (a)	December 31, 2014
Entergy Arkansas	April 2015	$20 million (b)	1.67%	—
Entergy Arkansas	March 2019	$150 million (c)	1.67%	—
Entergy Gulf States Louisiana	March 2019	$150 million (d)	1.42%	—
Entergy Louisiana	March 2019	$200 million (e)	1.42%	—
Entergy Mississippi	May 2015	$10 million (f)	1.67%	—
Entergy Mississippi	May 2015	$35 million (f)	1.67%	—
Entergy Mississippi	May 2015	$20 million (f)	1.67%	—
Entergy Mississippi	May 2015	$37.5 million (f)	1.67%	—
Entergy New Orleans	November 2015	$25 million	1.92%	—
Entergy Texas	March 2019	$150 million (g)	1.67%	—


(a)	The interest rate is the rate as of December 31, 2014 that would be applied to outstanding borrowings under the facility.


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


(c)	The credit facility allows Entergy Arkansas to issue letters of credit against 50% of the borrowing capacity of the facility. As of December 31, 2014 , no 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 December 31, 2014 , no letters of credit were outstanding.


(e)	The credit facility allows Entergy Louisiana to issue letters of credit against 50% of the borrowing capacity of the facility. As of December 31, 2014 , no 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 December 31, 2014 , $1.3 million in letters of credit were outstanding.

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.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

In addition, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas each entered into one or more uncommitted standby letter of credit facilities as a means to post collateral to support its obligations related to MISO. Following is a summary of the uncommitted standby letter of credit facilities as of December 31, 2014 :



Company	Amount of Uncommitted Facility	Letter of Credit Fee	Letters of Credit Issued as of December 31, 2014
Entergy Arkansas	$25 million	0.70%	$2.0 million
Entergy Gulf States Louisiana	$75 million	0.70%	$27.9 million
Entergy Louisiana	$50 million	0.70%	$4.7 million
Entergy Mississippi	$40 million	0.70%	$14.4 million
Entergy Mississippi	$40 million	1.50%	—
Entergy New Orleans	$15 million	0.75%	$8.1 million
Entergy Texas	$50 million	0.70%	$24.5 million

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 December 31, 2014 (aggregating both money pool and external short-term borrowings) for the Registrant Subsidiaries:



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

Entergy Nuclear Vermont Yankee Credit Facilities

In January 2015, Entergy Nuclear Vermont Yankee entered into a credit facility guaranteed by Entergy Corporation with a borrowing capacity of $60 million which expires in January 2018. Entergy Nuclear Vermont Yankee does not have the ability to issue letters of credit against this facility. This facility provides working capital to Entergy Nuclear Vermont Yankee for general business purposes including, without limitation, the decommissioning of Entergy Nuclear Vermont Yankee’s nuclear facilities. The commitment fee is currently 0.25% of the undrawn commitment amount. The weighted average interest rate that would have applied to any outstanding borrowings at the time Entergy Nuclear Vermont Yankee entered into the facility was 1.92% on the drawn portion of the facility.

Also in January 2015, Entergy Nuclear Vermont Yankee entered into an uncommitted credit facility guaranteed by Entergy Corporation with a borrowing capacity of $85 million which expires in January 2018. Entergy Nuclear Vermont Yankee does not have the ability to issue letters of credit against this facility. This facility provides an additional funding source to Entergy Nuclear Vermont Yankee for general business purposes including, without limitation, the decommissioning of Entergy Nuclear Vermont Yankee’s nuclear facilities. The weighted average interest rate that

Entergy Corporation and Subsidiaries

Notes to Financial Statements

would have applied to any outstanding borrowings at the time Entergy Nuclear Vermont Yankee entered into the facility was 1.92% on the drawn portion of the facility.

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

See Note 18 to the financial statements 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 December 31, 2014 :



Company	Expiration Date	Amount of Facility	Weighted Average Interest Rate on Borrowings (a)	Amount Outstanding as of December 31, 2014
	(Dollars in Millions)
Entergy Arkansas VIE	June 2016	$85	1.61%	$48.0
Entergy Gulf States Louisiana VIE	June 2016	$100	n/a	$—
Entergy Louisiana VIE	June 2016	$90	1.54%	$46.0
System Energy VIE	June 2016	$125	1.68%	$20.4


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

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.

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 December 31, 2014 as follows:



Company	Description	Amount

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 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.

Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, and System Energy each have obtained long-term financing authorizations from the FERC that extend through October 2015 for issuances by its nuclear fuel company variable interest entity.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

NOTE 5. LONG - TERM DEBT (Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

Long-term debt for Entergy Corporation and subsidiaries as of December 31, 2014 and 2013 consisted of:



Type of Debt and Maturity	Weighted Average Interest Rate December 31, 2014	Interest Rate Ranges at December 31,		Outstanding at December 31,
Type of Debt and Maturity	Weighted Average Interest Rate December 31, 2014	2014	2013	2014			2013
				(In Thousands)
Mortgage Bonds
2014-2019	6.49%	3.25%-7.13%	1.88%-7.13%		$1,650,000			$2,110,000
2020-2024	4.18%	3.05%-5.60%	3.05%-5.60%	3,483,303			3,008,363
2025-2029	4.54%	3.78%-5.66%	4.44%-5.66%	762,859			462,914
2032-2039	6.16%	5.90%-6.38%	5.90%-7.88%	660,000			980,000
2040-2064	5.28%	4.70%-6.20%	4.70%-6.20%	2,215,000			1,410,000
Governmental Bonds (a)
2015-2017	1.75%	1.55%-2.88%	1.55%-2.88%	86,655			86,655
2021-2022	5.31%	2.375%-5.88%	2.375%-5.88%	291,000			291,000
2028-2030	5.00%	5.00%	5.00%	198,680			198,680
Securitization Bonds
2016-2023	3.88%	2.04%-5.93%	2.04%-5.93%	785,059			883,243
Variable Interest Entities Notes Payable (Note 4)
2014-2021	3.53%	2.62%-5.33%	1.38%-5.69%	630,000			634,800
Entergy Corporation Notes
due September 2015	n/a	3.625%	3.625%	550,000			550,000
due January 2017	n/a	4.70%	4.70%	500,000			500,000
due September 2020	n/a	5.125%	5.125%	450,000			450,000
Note Payable to NYPA	(b)	(b)	(b)	79,638			95,011
5 Year Credit Facility (Note 4)	n/a	1.93%	1.96%	695,000			255,000
Long-term DOE Obligation (c)	—	—	—	181,329			181,253
Waterford 3 Lease Obligation (d)	n/a	7.45%	7.45%	128,488			148,716
Grand Gulf Lease Obligation (d)	n/a	5.13%	5.13%	50,671			97,414
Term Loan - Entergy Arkansas	n/a	—	1.13%	—			250,000
Unamortized Premium and Discount - Net				(12,529		)	(11,172		)
Other				14,331			14,367
Total Long-Term Debt				13,399,484			12,596,244
Less Amount Due Within One Year				899,375			457,095
Long-Term Debt Excluding Amount Due Within One Year					$12,500,109			$12,139,149
Fair Value of Long-Term Debt (e)					$13,607,242			$12,439,785


(a)	Consists of pollution control revenue bonds and environmental revenue bonds, some of which are secured by collateral first mortgage bonds.

Entergy Corporation and Subsidiaries

Notes to Financial Statements


(b)	These notes do not have a stated interest rate, but have an implicit interest rate of 4.8% .

(c)

Pursuant to the Nuclear Waste Policy Act of 1982, Entergy’s nuclear owner/licensee subsidiaries have contracts with the DOE for spent nuclear fuel disposal service. The contracts include a one-time fee for generation prior to April 7, 1983. Entergy Arkansas is the only Entergy company that generated electric power with nuclear fuel prior to that date and includes the one-time fee, plus accrued interest, in long-term debt.


(d)	See Note 10 to the financial statements for further discussion of the Waterford 3 and Grand Gulf lease obligations.

(e)

The fair value excludes lease obligations of $128 million at Entergy Louisiana and $51 million at System Energy, long-term DOE obligations of $181 million at Entergy Arkansas, and the note payable to NYPA of $80 million at Entergy, and includes debt due within one year. Fair values are classified as Level 2 in the fair value hierarchy discussed in Note 16 to the financial statements and are based on prices derived from inputs such as benchmark yields and reported trades.

The annual long-term debt maturities (excluding lease obligations and long-term DOE obligations) for debt outstanding as of December 31, 2014 , for the next five years are as follows:



	Amount
	(In Thousands)
2015		$310,566
2016		$765,821
2017		$266,801
2018		$1,336,396
2019		$1,492,107

In November 2000, Entergy’s non-utility nuclear business purchased the FitzPatrick and Indian Point 3 power plants in a seller-financed transaction. Entergy issued notes to NYPA with seven annual installments of approximately $108 million commencing one year from the date of the closing, and eight annual installments of $20 million commencing eight years from the date of the closing. These notes do not have a stated interest rate, but have an implicit interest rate of 4.8% . In accordance with the purchase agreement with NYPA, the purchase of Indian Point 2 in 2001 resulted in Entergy becoming liable to NYPA for an additional $10 million per year for 10 years , beginning in September 2003. This liability was recorded upon the purchase of Indian Point 2 in September 2001. In July 2003 a payment of $102 million was made prior to maturity on the note payable to NYPA. Under a provision in a letter of credit supporting these notes, if certain of the Utility operating companies or System Energy were to default on other indebtedness, Entergy could be required to post collateral to support the letter of credit.

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.

Capital Funds Agreement

Pursuant to an agreement with certain creditors, Entergy Corporation has agreed to supply System Energy with sufficient capital to:


•	maintain System Energy’s equity capital at a minimum of 35% of its total capitalization (excluding short-term debt);


•	permit the continued commercial operation of Grand Gulf;


•	pay in full all System Energy indebtedness for borrowed money when due; and


•	enable System Energy to make payments on specific System Energy debt, under supplements to the agreement assigning System Energy’s rights in the agreement as security for the specific debt.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Long-term debt for the Registrant Subsidiaries as of December 31, 2014 and 2013 consisted of:



	2014			2013
	(In Thousands)
Entergy Arkansas
Mortgage Bonds:
5.0% Series due July 2018		$—			$115,000
3.75% Series due February 2021	350,000			350,000
3.05% Series due June 2023	250,000			250,000
3.7% Series due June 2024	375,000			—
5.66% Series due February 2025	175,000			175,000
5.9% Series due June 2033	100,000			100,000
6.38% Series due November 2034	60,000			60,000
5.75% Series due November 2040	225,000			225,000
4.95% Series due December 2044	250,000			—
4.9% Series due December 2052	200,000			200,000
4.75% Series due June 2063	125,000			125,000
Total mortgage bonds	2,110,000			1,600,000
Governmental Bonds (a):
1.55% Series due 2017, Jefferson County (d)	54,700			54,700
2.375% Series due 2021, Independence County (d)	45,000			45,000
Total governmental bonds	99,700			99,700
Variable Interest Entity Notes Payable (Note 4):
5.69% Series I due July 2014	—			70,000
3.23% Series J due July 2016	55,000			55,000
2.62% Series K due December 2017	60,000			60,000
3.65% Series L due July 2021	90,000			—
Total variable interest entity notes payable	205,000			185,000
Securitization Bonds:
2.30% Series Senior Secured due August 2021	76,185			88,986
Total securitization bonds	76,185			88,986
Other:
Long-term DOE Obligation (b)	181,329			181,253
Term Loan due January 2015, weighted avg rate 1.13%	—			250,000
Unamortized Premium and Discount – Net	(2,960		)	(1,242		)
Other	2,089			2,105
Total Long-Term Debt	2,671,343			2,405,802
Less Amount Due Within One Year	—			70,000
Long-Term Debt Excluding Amount Due Within One Year		$2,671,343			$2,335,802
Fair Value of Long-Term Debt (c)		$2,517,633			$2,142,527

Entergy Corporation and Subsidiaries

Notes to Financial Statements



	2014			2013
	(In Thousands)
Entergy Gulf States Louisiana
Mortgage Bonds:
6.0% Series due May 2018		$375,000			$375,000
3.95% Series due October 2020	250,000			250,000
5.59% Series due October 2024	300,000			300,000
3.78% Series due April 2025	110,000			—
6.2% Series due July 2033	240,000			240,000
6.18% Series due March 2035	85,000			85,000
Total mortgage bonds	1,360,000			1,250,000
Governmental Bonds (a):
2.875% Series due 2015, Louisiana Public Facilities Authority (d)	31,955			31,955
5.0% Series due 2028, Louisiana Public Facilities Authority (d)	83,680			83,680
Total governmental bonds	115,635			115,635
Variable Interest Entity Notes Payable (Note 4):
3.25% Series Q due July 2017	75,000			75,000
3.38% Series R due August 2020	70,000			70,000
Credit Facility due June 2016, weighted avg rate 1.38%	—			14,800
Total variable interest entity notes payable	145,000			159,800
Other:
Unamortized Premium and Discount – Net	(1,422		)	(1,574		)
Other	3,604			3,604
Total Long-Term Debt	1,622,817			1,527,465
Less Amount Due Within One Year	31,955			—
Long-Term Debt Excluding Amount Due Within One Year		$1,590,862			$1,527,465
Fair Value of Long-Term Debt (c)		$1,743,143			$1,631,308

Entergy Corporation and Subsidiaries

Notes to Financial Statements



	2014			2013
	(In Thousands)
Entergy Louisiana
Mortgage Bonds:
1.875% Series due December 2014		$—			$250,000
6.50% Series due September 2018	300,000			300,000
4.8% Series due May 2021	200,000			200,000
3.3% Series due December 2022	200,000			200,000
4.05% Series due September 2023	325,000			325,000
5.40% Series due November 2024	400,000			400,000
3.78% Series due April 2025	190,000			—
4.44% Series due January 2026	250,000			250,000
6.4% Series due October 2034	—			70,000
6.3% Series due September 2035	—			100,000
6.0% Series due March 2040	150,000			150,000
5.875% Series due June 2041	150,000			150,000
5.0% Series due July 2044	170,000			—
4.95% Series due January 2045	250,000			—
5.25% Series due July 2052	200,000			200,000
4.7% Series due June 2063	100,000			100,000
Total mortgage bonds	2,885,000			2,695,000
Governmental Bonds (a):
5.0% Series due 2030, Louisiana Public Facilities Authority (d)	115,000			115,000
Total governmental bonds	115,000			115,000
Variable Interest Entity Notes Payable (Note 4):
5.69% Series E due July 2014	—			50,000
3.30% Series F due March 2016	20,000			20,000
3.25% Series G due July 2017	25,000			25,000
3.92% Series H due February 2021	40,000			—
Total variable interest entity notes payable	85,000			95,000
Securitization Bonds:
2.04% Series Senior Secured due June 2021	143,064			164,993
Total securitization bonds	143,064			164,993
Other:
Waterford 3 Lease Obligation 7.45% (Note 10)	128,488			148,716
Unamortized Premium and Discount - Net	(3,719		)	(2,962		)
Other	3,746			3,769
Total Long-Term Debt	3,356,579			3,219,516
Less Amount Due Within One Year	19,525			320,231
Long-Term Debt Excluding Amount Due Within One Year		$3,337,054			$2,899,285
Fair Value of Long-Term Debt (c)		$3,447,404			$3,148,877

Entergy Corporation and Subsidiaries

Notes to Financial Statements



	2014			2013
	(In Thousands)
Entergy Mississippi
Mortgage Bonds:
3.25% Series due June 2016		$125,000			$125,000
4.95% Series due June 2018	—			95,000
6.64% Series due July 2019	150,000			150,000
3.1% Series due July 2023	250,000			250,000
3.75% Series due July 2024	100,000			—
6.0% Series due November 2032	75,000			75,000
6.25% Series due April 2034	100,000			100,000
6.20% Series due April 2040	80,000			80,000
6.0% Series due May 2051	150,000			150,000
Total mortgage bonds	1,030,000			1,025,000
Governmental Bonds (a):
4.90% Series due 2022, Independence County (d)	30,000			30,000
Total governmental bonds	30,000			30,000
Other:
Unamortized Premium and Discount – Net	(1,162		)	(1,330		)
Total Long-Term Debt	1,058,838			1,053,670
Less Amount Due Within One Year	—			—
Long-Term Debt Excluding Amount Due Within One Year		$1,058,838			$1,053,670
Fair Value of Long-Term Debt (c)		$1,102,741			$1,067,006



	2014			2013
	(In Thousands)
Entergy New Orleans
Mortgage Bonds:
5.10% Series due December 2020		$25,000			$25,000
3.9% Series due July 2023	100,000			100,000
5.6% Series due September 2024	33,303			33,363
5.65% Series due September 2029	37,859			37,914
5.0% Series due December 2052	30,000			30,000
Total mortgage bonds	226,162			226,277
Other:
Unamortized Premium and Discount – Net	(296		)	(333		)
Total Long-Term Debt	225,866			225,944
Less Amount Due Within One Year	—			—
Long-Term Debt Excluding Amount Due Within One Year		$225,866			$225,944
Fair Value of Long-Term Debt (c)		$226,349			$217,692

Entergy Corporation and Subsidiaries

Notes to Financial Statements



	2014			2013
	(In Thousands)
Entergy Texas
Mortgage Bonds:
3.60% Series due June 2015		$200,000			$200,000
7.125% Series due February 2019	500,000			500,000
4.1% Series due September 2021	75,000			75,000
7.875% Series due June 2039	—			150,000
5.625% Series due June 2064	135,000			—
Total mortgage bonds	910,000			925,000
Securitization Bonds:
2.12% Series Senior Secured, Series A due February 2016	13,816			54,047
5.79% Series Senior Secured, Series A due October 2018	74,194			97,414
3.65% Series Senior Secured, Series A due August 2019	144,800			144,800
5.93% Series Senior Secured, Series A due June 2022	114,400			114,400
4.38% Series Senior Secured, Series A due November 2023	218,600			218,600
Total securitization bonds	565,810			629,261
Other:
Unamortized Premium and Discount - Net	(1,769		)	(2,211		)
Other	4,890			4,889
Total Long-Term Debt	1,478,931			1,556,939
Less Amount Due Within One Year	200,000			—
Long-Term Debt Excluding Amount Due Within One Year		$1,278,931			$1,556,939
Fair Value of Long-Term Debt (c)		$1,629,124			$1,726,623

Entergy Corporation and Subsidiaries

Notes to Financial Statements



	2014			2013
	(In Thousands)
System Energy
Mortgage Bonds:
4.1% Series due April 2023		$250,000			$250,000
Total mortgage bonds	250,000			250,000
Governmental Bonds (a):
5.875% Series due 2022, Mississippi Business Finance Corp.	216,000			216,000
Total governmental bonds	216,000			216,000
Variable Interest Entity Notes Payable (Note 4):
5.33% Series G due April 2015	60,000			60,000
4.02% Series H due February 2017	50,000			50,000
3.78% Series I due October 2018	85,000			85,000
Total variable interest entity notes payable	195,000			195,000
Other:
Grand Gulf Lease Obligation 5.13% (Note 10)	50,671			97,414
Unamortized Premium and Discount – Net	(867		)	(981		)
Other	2			3
Total Long-Term Debt	710,806			757,436
Less Amount Due Within One Year	76,310			48,653
Long-Term Debt Excluding Amount Due Within One Year		$634,496			$708,783
Fair Value of Long-Term Debt (c)		$677,475			$664,890


(a)	Consists of pollution control revenue bonds and environmental revenue bonds.

(b)

(c)

The fair value excludes lease obligations of $128 million at Entergy Louisiana and $51 million at System Energy and long-term DOE obligations of $181 million at Entergy Arkansas, and includes debt due within one year. Fair values are classified as Level 2 in the fair value hierarchy discussed in Note 16 to the financial statements and are based on prices derived from inputs such as benchmark yields and reported trades.


(d)	The bonds are secured by a series of collateral first mortgage bonds.

The annual long-term debt maturities (excluding lease obligations and long-term DOE obligations) for debt outstanding as of December 31, 2014 , for the next five years are as follows:



	Entergy Arkansas		Entergy Gulf States Louisiana		Entergy Louisiana		Entergy Mississippi		Entergy New Orleans		Entergy Texas		System Energy
2015		$—		$31,955		$—		$—		$—		$200,000		$60,000
2016		$55,000		$—		$20,000		$125,000		$—		$13,816		$—
2017		$114,700		$75,000		$25,000		$—		$—		$—		$50,000
2018		$—		$375,000		$300,000		$—		$—		$74,194		$85,000
2019		$—		$—		$—		$150,000		$—		$644,800		$—

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Entergy Arkansas Securitization Bonds

In June 2010 the APSC issued a financing order authorizing the issuance of bonds to recover Entergy Arkansas’s January 2009 ice storm damage restoration costs, including carrying costs of $11.5 million and $4.6 million of up-front financing costs. In August 2010, Entergy Arkansas Restoration Funding, LLC, a company wholly-owned and consolidated by Entergy Arkansas, issued $124.1 million of storm cost recovery bonds. The bonds have a coupon of 2.30% and an expected maturity date of August 2021. Although the principal amount is not due until the date given above, Entergy Arkansas Restoration Funding expects to make principal payments on the bonds over the next five years in the amount of $13.2 million for 2015 , $13.4 million for 2016 , $13.8 million for 2017 , $14.1 million for 2018 , and $14.4 million for 2019 . With the proceeds, Entergy Arkansas Restoration Funding purchased from Entergy Arkansas the storm recovery property, which is the right to recover from customers through a storm recovery charge amounts sufficient to service the securitization bonds. The storm recovery property is reflected as a regulatory asset on the consolidated Entergy Arkansas balance sheet. The creditors of Entergy Arkansas do not have recourse to the assets or revenues of Entergy Arkansas Restoration Funding, including the storm recovery property, and the creditors of Entergy Arkansas Restoration Funding do not have recourse to the assets or revenues of Entergy Arkansas. Entergy Arkansas has no payment obligations to Entergy Arkansas Restoration Funding except to remit storm recovery charge collections.

Entergy Louisiana Securitization Bonds – Little Gypsy

In August 2011 the LPSC issued a financing order authorizing the issuance of bonds to recover Entergy Louisiana’s investment recovery costs associated with the cancelled Little Gypsy repowering project. In September 2011, Entergy Louisiana Investment Recovery Funding I, L.L.C., a company wholly-owned and consolidated by Entergy Louisiana, issued $207.2 million of senior secured investment recovery bonds. The bonds have an interest rate of 2.04% and an expected maturity date of June 2021. Although the principal amount is not due until the date given above, Entergy Louisiana Investment Recovery Funding expects to make principal payments on the bonds over the next five years in the amounts of $20.5 million for 2015 , $21.6 million for 2016 , $21.7 million for 2017 , $22.3 million for 2018 , and $22.7 million for 2019 . With the proceeds, Entergy Louisiana Investment Recovery Funding purchased from Entergy Louisiana the investment recovery property, which is the right to recover from customers through an investment recovery charge amounts sufficient to service the bonds. In accordance with the financing order, Entergy Louisiana will apply the proceeds it received from the sale of the investment recovery property as a reimbursement for previously-incurred investment recovery costs. The investment recovery property is reflected as a regulatory asset on the consolidated Entergy Louisiana balance sheet. The creditors of Entergy Louisiana do not have recourse to the assets or revenues of Entergy Louisiana Investment Recovery Funding, including the investment recovery property, and the creditors of Entergy Louisiana Investment Recovery Funding do not have recourse to the assets or revenues of Entergy Louisiana. Entergy Louisiana has no payment obligations to Entergy Louisiana Investment Recovery Funding except to remit investment recovery charge collections.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Entergy Texas Securitization Bonds - Hurricane Rita

In April 2007 the PUCT issued a financing order authorizing the issuance of securitization bonds to recover $353 million of Entergy Texas’s Hurricane Rita reconstruction costs and up to $6 million of transaction costs, offset by $32 million of related deferred income tax benefits. In June 2007, Entergy Gulf States Reconstruction Funding I, LLC, a company that is now wholly-owned and consolidated by Entergy Texas, issued $329.5 million of senior secured transition bonds (securitization bonds) as follows:



	Amount
	(In Thousands)
Senior Secured Transition Bonds, Series A:
Tranche A-1 (5.51%) due October 2013		$93,500
Tranche A-2 (5.79%) due October 2018	121,600
Tranche A-3 (5.93%) due June 2022	114,400
Total senior secured transition bonds		$329,500

Although the principal amount of each tranche is not due until the dates given above, Entergy Gulf States Reconstruction Funding expects to make principal payments on the bonds over the next five years in the amounts of $24.6 million for 2015 , $26 million for 2016 , $27.6 million for 2017 , $29.2 million for 2018 , and $30.9 million for 2019 . All of the scheduled principal payments for 2015-2016 are for Tranche A-2, $23.6 million of the scheduled principal payments for 2017 are for Tranche A-2 and $4 million of the scheduled principal payments for 2017 are for Tranche A-3. All of the scheduled principal payments for 2018-2019 are for Tranche A-3.

With the proceeds, Entergy Gulf States Reconstruction Funding purchased from Entergy Texas the transition property, which is the right to recover from customers through a transition charge amounts sufficient to service the securitization bonds. The transition property is reflected as a regulatory asset on the consolidated Entergy Texas balance sheet. The creditors of Entergy Texas do not have recourse to the assets or revenues of Entergy Gulf States Reconstruction Funding, including the transition property, and the creditors of Entergy Gulf States Reconstruction Funding do not have recourse to the assets or revenues of Entergy Texas. Entergy Texas has no payment obligations to Entergy Gulf States Reconstruction Funding except to remit transition charge collections.

Entergy Texas Securitization Bonds - Hurricane Ike and Hurricane Gustav

In September 2009 the PUCT authorized the issuance of securitization bonds to recover $566.4 million of Entergy Texas’s Hurricane Ike and Hurricane Gustav restoration costs, plus carrying costs and transaction costs, offset by insurance proceeds. In November 2009, Entergy Texas Restoration Funding, LLC (Entergy Texas Restoration Funding), a company wholly-owned and consolidated by Entergy Texas, issued $545.9 million of senior secured transition bonds (securitization bonds), as follows:



	Amount
	(In Thousands)
Senior Secured Transition Bonds
Tranche A-1 (2.12%) due February 2016		$182,500
Tranche A-2 (3.65%) due August 2019	144,800
Tranche A-3 (4.38%) due November 2023	218,600
Total senior secured transition bonds		$545,900

Although the principal amount of each tranche is not due until the dates given above, Entergy Texas Restoration Funding expects to make principal payments on the bonds over the next five years in the amount of $41.2 million for 2015 , $42.6 million for 2016 , $44.1 million for 2017 , $45.8 million for 2018 , and $47.6 million for 2019 . A total of $13.8 million of the scheduled principal payments for 2015 are for Tranche A-1 and $27.4 million are for Tranche A-2. All

Entergy Corporation and Subsidiaries

Notes to Financial Statements

of the scheduled principal payments for 2016-2017 are for Tranche A-2, $30.8 million of the scheduled principal payments for 2018 are for Tranche A-2 and $15 million are for Tranche A-3. All of the scheduled principle payments for 2019 are for Tranche A-3.

With the proceeds, Entergy Texas Restoration Funding purchased from Entergy Texas the transition property, which is the right to recover from customers through a transition charge amounts sufficient to service the securitization bonds. The transition property is reflected as a regulatory asset on the consolidated Entergy Texas balance sheet. The creditors of Entergy Texas do not have recourse to the assets or revenues of Entergy Texas Restoration Funding, including the transition property, and the creditors of Entergy Texas Restoration Funding do not have recourse to the assets or revenues of Entergy Texas. Entergy Texas has no payment obligations to Entergy Texas Restoration Funding except to remit transition charge collections.

NOTE 6. PREFERRED EQUITY (Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans)

The number of shares and units authorized and outstanding and dollar value of preferred stock, preferred membership interests, and non-controlling interest for Entergy Corporation subsidiaries as of December 31, 2014 and 2013 are presented below. All series of the Utility preferred stock are redeemable at the option of the related company.



	Shares/Units Authorized		Shares/Units Outstanding
	2014	2013	2014	2013	2014		2013
Entergy Corporation					(Dollars in Thousands)
Utility:
Preferred Stock or Preferred Membership Interests without sinking fund:
Entergy Arkansas, 4.32%-6.45% Series	3,413,500	3,413,500	3,413,500	3,413,500		$116,350		$116,350
Entergy Gulf States Louisiana, Series A 8.25%	100,000	100,000	100,000	100,000	10,000		10,000
Entergy Louisiana, 6.95% Series (a)	1,000,000	1,000,000	840,000	840,000	84,000		84,000
Entergy Mississippi, 4.36%-6.25% Series	1,403,807	1,403,807	1,403,807	1,403,807	50,381		50,381
Entergy New Orleans, 4.36%-5.56% Series	197,798	197,798	197,798	197,798	19,780		19,780
Total Utility Preferred Stock or Preferred Membership Interests without sinking fund	6,115,105	6,115,105	5,955,105	5,955,105	280,511		280,511
Entergy Wholesale Commodities:
Preferred Stock without sinking fund:
Entergy Finance Holding, Inc. 8.75% (b)	250,000	250,000	250,000	250,000	24,249		24,249
Total Subsidiaries’ Preferred Stock without sinking fund	6,365,105	6,365,105	6,205,105	6,205,105		$304,760		$304,760


(a)	In 2007, Entergy Louisiana Holdings, an Entergy subsidiary, purchased 160,000 of these shares from the holders.


(b)	Dollar amount outstanding is net of $751 thousand of preferred stock issuance costs.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

In December 2013, Entergy Finance Holding, Inc. issued 250,000 shares of $100 par value 8.75% Series Preferred Stock, all of which are outstanding as of December 31, 2014. The dividends are cumulative and payable quarterly. The preferred stock is redeemable on or after December 16, 2023, at Entergy Finance Holding, Inc.’s option, at the fixed redemption price of $100 per share.

The number of shares and units authorized and outstanding and dollar value of preferred stock and membership interests for Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans as of December 31, 2014 and 2013 are presented below. All series of the Utility operating companies’ preferred stock and membership interests are redeemable at the respective company’s option at the call prices presented. Dividends and distributions paid on all of Entergy’s preferred stock and membership interests series are eligible for the dividends received deduction. The dividends received deduction is limited by Internal Revenue Code section 244 for the following preferred stock series: Entergy Arkansas 4.72% , Entergy Mississippi 4.56% , and Entergy New Orleans 4.75% .



	Shares Authorized and Outstanding						Call Price per Share as of December 31,
	2014	2013	2014		2013		2014
Entergy Arkansas Preferred Stock			(Dollars in Thousands)
Without sinking fund:
Cumulative, $100 par value:
4.32% Series	70,000	70,000		$7,000		$7,000		$103.65
4.72% Series	93,500	93,500	9,350		9,350			$107.00
4.56% Series	75,000	75,000	7,500		7,500			$102.83
4.56% 1965 Series	75,000	75,000	7,500		7,500			$102.50
6.08% Series	100,000	100,000	10,000		10,000			$102.83
Cumulative, $25 par value:
6.45% Series	3,000,000	3,000,000	75,000		75,000			$25
Total without sinking fund	3,413,500	3,413,500		$116,350		$116,350



	Units Authorized and Outstanding						Call Price per Unit as of December 31,
	2014	2013	2014		2013		2014
Entergy Gulf States Louisiana Preferred Membership Interests			(Dollars in Thousands)
Without sinking fund:
Cumulative, $100 liquidation value:
8.25% Series (a)	100,000	100,000		$10,000		$10,000		$—
Total without sinking fund	100,000	100,000		$10,000		$10,000

Entergy Corporation and Subsidiaries

Notes to Financial Statements



	Units Authorized and Outstanding						Call Price per Unit as of December 31,
	2014	2013	2014		2013		2014
Entergy Louisiana Preferred Membership Interests			(Dollars in Thousands)
Without sinking fund:
Cumulative, $100 liquidation value:
6.95% Series	1,000,000	1,000,000		$100,000		$100,000		$100
Total without sinking fund	1,000,000	1,000,000		$100,000		$100,000



	Shares Authorized and Outstanding						Call Price per Share as of December 31,
	2014	2013	2014		2013		2014
Entergy Mississippi Preferred Stock			(Dollars in Thousands)
Without sinking fund:
Cumulative, $100 par value:
4.36% Series	59,920	59,920		$5,992		$5,992		$103.86
4.56% Series	43,887	43,887	4,389		4,389			$107.00
4.92% Series	100,000	100,000	10,000		10,000			$102.88
Cumulative, $25 par value
6.25% Series	1,200,000	1,200,000	30,000		30,000			$25
Total without sinking fund	1,403,807	1,403,807		$50,381		$50,381



	Shares Authorized and Outstanding						Call Price per Share as of December 31,
	2014	2013	2014		2013		2014
Entergy New Orleans Preferred Stock			(Dollars in Thousands)
Without sinking fund:
Cumulative, $100 par value:
4.36% Series	60,000	60,000		$6,000		$6,000		$104.58
4.75% Series	77,798	77,798	7,780		7,780			$105.00
5.56% Series	60,000	60,000	6,000		6,000			$102.59
Total without sinking fund	197,798	197,798		$19,780		$19,780


(a)	Series is callable at par on and after December 15, 2015.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

NOTE 7. COMMON EQUITY (Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

Common Stock

Common stock and treasury stock shares activity for Entergy for 2014 , 2013 , and 2012 is as follows:



	2014			2013			2012
	Common Shares Issued	Treasury Shares		Common Shares Issued	Treasury Shares		Common Shares Issued	Treasury Shares
Beginning Balance, January 1	254,752,788	76,381,936		254,752,788	76,945,239		254,752,788	78,396,988
Repurchases	—	2,154,490		—	—		—	—
Issuances:
Employee Stock-Based Compensation Plans	—	(3,019,475	)	—	(557,734	)	—	(1,446,305	)
Directors’ Plan	—	(4,872	)	—	(5,569	)	—	(5,444	)
Ending Balance, December 31	254,752,788	75,512,079		254,752,788	76,381,936		254,752,788	76,945,239

Entergy Corporation reissues treasury shares to meet the requirements of the Stock Plan for Outside Directors (Directors’ Plan), two Equity Ownership Plans of Entergy Corporation and Subsidiaries, the Equity Awards Plan of Entergy Corporation and Subsidiaries, and certain other stock benefit plans. The Directors’ Plan awards to non-employee directors a portion of their compensation in the form of a fixed dollar value of shares of Entergy Corporation common stock.

In October 2010 the Board granted authority for a $500 million share repurchase program. As of December 31, 2014 , $350 million of authority remains under the $500 million share repurchase program.

Dividends declared per common share were $3.32 in 2014, 2013, and 2012.

Retained Earnings and Dividend Restrictions

Provisions within the articles of incorporation or pertinent indentures and various other agreements relating to the long-term debt and preferred stock of certain of Entergy Corporation’s subsidiaries could restrict the payment of cash dividends or other distributions on their common and preferred equity. As of December 31, 2014 , under provisions in their mortgage indentures, Entergy Arkansas and Entergy Mississippi had retained earnings unavailable for distribution to Entergy Corporation of $394.9 million and $68.5 million , respectively. Entergy Corporation received dividend payments from subsidiaries totaling $893 million in 2014 , $702 million in 2013 , and $439 million in 2012 .

Entergy Corporation and Subsidiaries

Notes to Financial Statements

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 year ended December 31, 2014 by component:



	Cash flow hedges net unrealized gain (loss)			Pension and other postretirement liabilities			Net unrealized investment gains (loss)			Foreign currency translation			Total Accumulated Other Comprehensive Income (Loss)
	(In Thousands)

Beginning balance, December 31, 2013		($81,777	)		($288,223	)		$337,256			$3,420			($29,324	)
Other comprehensive income (loss) before reclassifications	52,433			(278,361		)	99,900			(751		)	(126,779		)
Amounts reclassified from accumulated other comprehensive income (loss)	127,462			(3,205		)	(10,461		)	—			113,796
Net other comprehensive income (loss) for the period	179,895			(281,566		)	89,439			(751		)	(12,983		)
Ending balance, December 31, 2014		$98,118			($569,789	)		$426,695			$2,669			($42,307	)

The following table presents changes in accumulated other comprehensive income (loss) for Entergy for the year ended December 31, 2013 by component:



	Cash flow hedges net unrealized gain (loss)			Pension and other postretirement liabilities			Net unrealized investment gains (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	(133,312		)	260,567			143,936			243		271,434
Amounts reclassified from accumulated other comprehensive income (loss)	(28,370		)	41,922			(21,227		)	—		(7,675		)
Net other comprehensive income (loss) for the period	(161,682		)	302,489			122,709			243		263,759
Ending balance, December 31, 2013		($81,777	)		($288,223	)		$337,256			$3,420		($29,324	)

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 year ended December 31, 2014:



	Pension and Other Postretirement Liabilities
	Entergy Gulf States Louisiana			Entergy Louisiana
	(In Thousands)

Beginning balance, December 31, 2013		($28,202	)		($9,635	)
Other comprehensive income (loss) before reclassifications	(25,677		)	(15,078		)
Amounts reclassified from accumulated other comprehensive income (loss)	532			(1,163		)
Net other comprehensive income (loss) for the period	(25,145		)	(16,241		)
Ending balance, December 31, 2014		($53,347	)		($25,876	)

The following table presents changes in accumulated other comprehensive income (loss) for Entergy Gulf States Louisiana and Entergy Louisiana for the year ended December 31, 2013:



	Pension and Other Postretirement Liabilities
	Entergy Gulf States Louisiana			Entergy Louisiana
	(In Thousands)

Beginning balance, December 31, 2012		($65,229	)		($46,132	)
Other comprehensive income (loss) before reclassifications	33,233			33,869
Amounts reclassified from accumulated other comprehensive income (loss)	3,794			2,628
Net other comprehensive income (loss) for the period	37,027			36,497
Ending balance, December 31, 2013		($28,202	)		($9,635	)

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Total reclassifications out of accumulated other comprehensive income (loss) (AOCI) for Entergy for the year ended December 31, 2014 are as follows:



	Amounts reclassified from AOCI			Income Statement Location
	(In Thousands)

Cash flow hedges net unrealized gain (loss)
Power contracts		($193,297	)	Competitive business operating revenues
Interest rate swaps	(2,799		)	Miscellaneous - net
Total realized gain (loss) on cash flow hedges	(196,096		)
	68,634			Income taxes
Total realized gain (loss) on cash flow hedges (net of tax)		($127,462	)

Pension and other postretirement liabilities
Amortization of prior-service costs		$20,294		(a)
Amortization of loss	(35,836		)	(a)
Settlement loss	(3,643		)	(a)
Total amortization	(19,185		)
	22,390			Income taxes
Total amortization (net of tax)		$3,205

Net unrealized investment gain (loss)
Realized gain (loss)		$20,511		Interest and investment income
	(10,050		)	Income taxes
Total realized investment gain (loss) (net of tax)		$10,461

Total reclassifications for the period (net of tax)		($113,796	)



(a)	These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension cost. See Note 11 to the financial statements for additional details.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Total reclassifications out of accumulated other comprehensive income (loss) (AOCI) for Entergy for the year ended December 31, 2013 are as follows:



	Amounts reclassified from AOCI			Income Statement Location
	(In Thousands)

Cash flow hedges net unrealized gain (loss)
Power contracts		$47,019		Competitive business operating revenues
Interest rate swaps	(1,565		)	Miscellaneous - net
Total realized gain (loss) on cash flow hedges	45,454
	(17,084		)	Income taxes
Total realized gain (loss) on cash flow hedges (net of tax)		$28,370

Pension and other postretirement liabilities
Amortization of prior-service costs		$10,556		(a)
Acceleration of prior-service cost due to curtailment	315			(a)
Amortization of loss	(68,130		)	(a)
Settlement loss	(11,612		)	(a)
Total amortization	(68,871		)
	26,949			Income taxes
Total amortization (net of tax)		($41,922	)

Net unrealized investment gain (loss)
Realized gain (loss)		$41,622		Interest and investment income
	(20,395		)	Income taxes
Total realized investment gain (loss) (net of tax)		$21,227

Total reclassifications for the period (net of tax)		$7,675



(a)	These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension cost. See Note 11 to the financial statements for additional details.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Total reclassifications out of accumulated other comprehensive income (loss) (AOCI) for Entergy Gulf States Louisiana and Entergy Louisiana for the year ended December 31, 2014 are as follows:



	Amounts reclassified from AOCI
	Entergy Gulf States Louisiana			Entergy Louisiana			Income Statement Location
	(In Thousands)

Pension and other postretirement liabilities
Amortization of prior-service costs		$2,237			$3,377		(a)
Amortization of loss	(3,126		)	(1,511		)	(a)
Total amortization	(889		)	1,866
	357			(703		)	Income tax expense (benefit)
Total amortization (net of tax)	(532		)	1,163

Total reclassifications for the period (net of tax)		($532	)		$1,163



(a)	These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension cost. See Note 11 to the financial statements for additional details.

Total reclassifications out of accumulated other comprehensive income (loss) (AOCI) for Entergy Gulf States Louisiana and Entergy Louisiana for the year ended December 31, 2013 are as follows:



	Amounts reclassified from AOCI
	Entergy Gulf States Louisiana			Entergy Louisiana			Income Statement Location
	(In Thousands)

Pension and other postretirement liabilities
Amortization of prior-service costs		$941			$508		(a)
Acceleration of prior-service cost due to curtailment	91			41			(a)
Amortization of loss	(7,644		)	(5,050		)	(a)
Total amortization	(6,612		)	(4,501		)
	2,818			1,873			Income taxes
Total amortization (net of tax)	(3,794		)	(2,628		)

Total reclassifications for the period (net of tax)		($3,794	)		($2,628	)



(a)	These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension cost. See Note 11 to the financial statements for additional details.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

NOTE 8. 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 effect on Entergy’s results of operations, cash flows, or financial condition. Entergy discusses regulatory proceedings in Note 2 to the financial statements and discusses tax proceedings in Note 3 to the financial statements.

Vidalia Purchased Power Agreement

Entergy Louisiana has an agreement extending through the year 2031 to purchase energy generated by a hydroelectric facility known as the Vidalia project. Entergy Louisiana made payments under the contract of approximately $152.8 million in 2014 , $181.1 million in 2013 , and $125.0 million in 2012 . If the maximum percentage ( 94% ) of the energy is made available to Entergy Louisiana, current production projections would require estimated payments of approximately $148.5 million in 2015 , and a total of $2.06 billion for the years 2016 through 2031. Entergy Louisiana currently recovers the costs of the purchased energy through its fuel adjustment clause.

In an LPSC-approved settlement related to tax benefits from the tax treatment of the Vidalia contract, Entergy Louisiana agreed to credit rates by $11 million each year for up to 10 years, beginning in October 2002. In addition, in accordance with an LPSC settlement, Entergy Louisiana credited rates in August 2007 by $11.3 million (including interest) as a result of a settlement with the IRS of the 2001 tax treatment of the Vidalia contract. In August 2011, Entergy agreed to a settlement with the IRS regarding the mark-to-market income tax treatment of various wholesale electric power purchase and sale contracts, including the Vidalia contract. The agreement with the IRS effectively settled the tax treatment of such contracts which allowed Entergy Louisiana to propose a final settlement with the LPSC regarding Entergy Louisiana’s obligation to customers related to the Vidalia contract. In October 2011 the LPSC approved a final settlement under which Entergy Louisiana agreed to provide credits to the fuel adjustment clause resulting from the IRS settlement to customers by crediting billings an additional $20.235 million per year for 15 years beginning January 2012. Entergy Louisiana recorded a regulatory charge and a corresponding regulatory liability to reflect this obligation. Entergy Louisiana’s use of the cash benefit of the proceeds is not reflected in rate base for ratemaking purposes.

ANO Damage, Outage, and NRC Reviews

On March 31, 2013, during a scheduled refueling outage at ANO 1, a contractor-owned and operated heavy-lifting apparatus collapsed while moving the generator stator out of the turbine building. The collapse resulted in the death of an ironworker and injuries to several other contract workers, caused ANO 2 to shut down, and damaged the ANO turbine building. The turbine building serves both ANO 1 and 2 and is a non-radiological area of the plant. ANO 2 reconnected to the grid on April 28, 2013 and ANO 1 reconnected to the grid on August 7, 2013. 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 . 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 pursuing 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

Entergy Corporation and Subsidiaries

Notes to Financial Statements

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. During 2014, Entergy Arkansas collected $50 million from NEIL. 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.

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. 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 issues that led to the finding have been addressed at ANO, NRC processes still required that the NRC 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.” In January 2015 the NRC issued its final risk significance determination for the flood barrier violation originally cited in the September 2014 report. The NRC’s final risk significance determination was classified as “yellow with substantial safety significance.”

The NRC’s January 2015 letter did not advise ANO of the additional level of oversight that will result from the yellow finding related to the flood barrier issue, and it stated that the NRC would inform ANO of this decision by separate correspondence. The yellow finding may result in ANO being 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 and stator issues, an assessment of the effectiveness of the site’s corrective action program, an additional design basis inspection, a safety culture assessment, and possibly other inspection activities consistent with the NRC’s Inspection Procedure. The additional NRC inspection activities at the site are expected to increase ANO’s operating costs.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

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 repairs to the unit in December 2014. As of December 31, 2014, Entergy Mississippi incurred $22.3 million of capital spending and $26.6 million of operation and maintenance expenses to return the unit to service. The damage was covered by Entergy Mississippi’s property insurance policy, subject to a $20 million deductible. As of December 31, 2014, Entergy Mississippi recorded an insurance receivable of $28.2 million for the amount expected to be received from its insurance policy, allocating $12.9 million of the expected insurance proceeds to capital spending and $15.3 million to operation and maintenance expenses. 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. In December 2014 the MPSC issued an order that provided 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 beginning in February 2015, and provided that the capital costs will be reflected in rate base. The final accounting of costs to return the unit to service and insurance proceeds will be addressed in Entergy Mississippi’s next formula rate plan filing.

Nuclear Insurance

Third Party Liability Insurance

The Price-Anderson Act requires that reactor licensees purchase insurance and participate in a secondary insurance pool that provides insurance coverage for the public in the event of a nuclear power plant accident. The costs of this insurance are borne by the nuclear power industry. Congress amended and renewed the Price-Anderson Act in 2005 for a term through 2025. The Price-Anderson Act requires nuclear power plants to show evidence of financial protection in the event of a nuclear accident. This protection must consist of two layers of coverage:


1.	The primary level is private insurance underwritten by American Nuclear Insurers (ANI) and provides public liability insurance coverage of $375 million . If this amount is not sufficient to cover claims arising from an accident, the second level, Secondary Financial Protection, applies.

Within the Secondary Financial Protection level, each nuclear reactor has a contingent obligation to pay a retrospective premium, equal to its proportionate share of the loss in excess of the primary level, regardless of proximity to the incident or fault, up to a maximum of $127.3 million per reactor per incident (Entergy’s maximum total contingent obligation per incident is $1.4 billion ). This consists of a $121.3 million maximum retrospective premium plus a five percent surcharge, which equates to $127.3 million , that may be payable, if needed, at a rate that is currently set at $19.0 million per year per incident per nuclear power reactor.

In the event that one or more acts of terrorism cause a nuclear power plant accident, which results in third-party damages – off-site property and environmental damage, off-site bodily injury, and on-site third-party bodily injury (i.e. contractors); the primary level provided by ANI combined with the Secondary Financial Protection would provide $13.6 billion in coverage. The Terrorism Risk Insurance Reauthorization Act of 2007 created a government program that provides for up to $100 billion in coverage in excess of existing coverage for a terrorist event. The Terrorism Risk Insurance Reauthorization Act of 2007 expired on December 31, 2014. However, The Terrorism Risk Insurance Reauthorization Act of 2015 was signed into law by the President of the United States on January 12, 2015 thereby extending the Terrorism Risk Insurance Act for six years until December 31, 2020.

Currently, 104 nuclear reactors are participating in the Secondary Financial Protection program. The product of the maximum retrospective premium assessment to the nuclear power industry and the number of nuclear power reactors provides over $13.2 billion in secondary layer insurance coverage to compensate the public in the event of a nuclear power reactor accident. The Price-Anderson Act provides that all potential liability for a nuclear accident is limited to the amounts of insurance coverage available under the primary and secondary layers.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Entergy Arkansas has two licensed reactors and Entergy Gulf States Louisiana, Entergy Louisiana, and System Energy each have one licensed reactor ( 10% of Grand Gulf is owned by a non-affiliated company (SMEPA) that would share on a pro-rata basis in any retrospective premium assessment to System Energy under the Price-Anderson Act). The Entergy Wholesale Commodities segment includes the ownership, operation, and decommissioning of nuclear power reactors and the ownership of the shutdown Indian Point 1 reactor and Big Rock Point facility.

Property Insurance

Entergy’s nuclear owner/licensee subsidiaries are members of NEIL, a mutual insurance company that provides property damage coverage, including decontamination and premature decommissioning expense, to the members’ nuclear generating plants. Effective April 1, 2014, Entergy was insured against such losses per the following structures:

Utility Plants (ANO 1 and 2, Grand Gulf, River Bend, and Waterford 3)


•	Primary Layer (per plant) - $1.5 billion per occurrence


•	Blanket Excess Layer (shared among the Utility plants) - $100 million per occurrence


•	Total limit - $1.6 billion per occurrence


•	Deductibles:


•	$2.5 million per occurrence - Turbine/generator damage


•	$2.5 million per occurrence - Other than turbine/generator damage


•	$10 million per occurrence plus 10% of amount above $10 million - Damage from a windstorm, flood, earthquake, or volcanic eruption

Note: ANO 1 and 2 share in the primary and blanket excess layers with common policies because the policies are issued on a per site basis. Flood and earthquake coverage are excluded from the primary layer’s first $500 million in coverage. Entergy currently purchases flood coverage at Waterford 3 and River Bend for the primary layer’s first $500 million in coverage.

Entergy Wholesale Commodities Plants (FitzPatrick, Pilgrim, and Palisades)


•	Primary Layer (per plant) - $1.115 billion per occurrence


•	Total limit (per plant) - $1.115 billion per occurrence


•	Deductibles:


•	$2.5 million per occurrence - Turbine/generator damage


•	$2.5 million per occurrence - Other than turbine/generator damage


•	$10 million per occurrence plus 10% of amount above $10 million - Damage from a windstorm, flood, earthquake, or volcanic eruption

Note: Flood and earthquake coverage are excluded from the primary layer’s first $500 million in coverage. Entergy currently purchases flood and earthquake coverage at Palisades for the primary layer’s first $500 million in coverage.

Entergy Wholesale Commodities Plant (Indian Point)


•	Primary Layer (per plant) - $ 1.5 billion per occurrence


•	Excess Layer - $ 100 million per occurrence


•	Total limit - $ 1.6 billion per occurrence


•	Deductibles:


•	$2.5 million per occurrence - Turbine/generator damage


•	$2.5 million per occurrence - Other than turbine/generator damage


•	$10 million per occurrence plus 10% of amount above $10 million - Damage from a windstorm, flood, earthquake, or volcanic eruption

Note: The Indian Point Units share in the primary and excess layers with common policies because the policies are issued on a per site basis. Flood and earthquake coverage are excluded from the primary layer’s first $500 million

Entergy Corporation and Subsidiaries

Notes to Financial Statements

in coverage. Entergy currently purchases flood coverage at Indian Point for the primary layer’s first $500 million in coverage.

Entergy Wholesale Commodities Plant (Vermont Yankee)


•	Primary Layer (per plant) - $1.06 billion per occurrence


•	Total limit - $ 1.06 billion per occurrence


•	Deductibles:


•	$2.5 million per occurrence - Turbine/generator damage


•	$2.5 million per occurrence - Other than turbine/generator damage


•	$10 million per occurrence plus 10% of amount above $10 million - Damage from a windstorm, flood, earthquake, or volcanic eruption

Note: Flood and earthquake coverage are excluded from the primary layer’s first $500 million in coverage. Entergy currently purchases flood and earthquake coverage at Vermont Yankee for the primary layer’s first $500 million in coverage.

Entergy Wholesale Commodities Plant (Big Rock Point)


•	Primary Layer (per plant) - $ 500 million per occurrence


•	Total limit - $500 million per occurrence

Note: Flood and earthquake coverage are excluded from the primary layer’s first $500 million in coverage. Entergy currently purchases flood and earthquake coverage at Big Rock Point for the primary layer’s first $500 million in coverage.

In addition, Waterford 3, Grand Gulf, and the Entergy Wholesale Commodities plants, with the exception of Vermont Yankee, are also covered under NEIL’s Accidental Outage Coverage program. Due to the shutdown of the Vermont Yankee Nuclear Power Plant in December 2014, and the required 12 week deductible waiting period for the accidental outage coverage to take effect, accidental outage coverage was removed effective October 1, 2014. This coverage provides certain fixed indemnities in the event of an unplanned outage that results from a covered NEIL primary property damage loss, subject to a deductible period. The payout for damage resulting from non-nuclear events is limited to a $ 327.6 million per occurrence sub-limit. The following summarizes this coverage effective October 1, 2014:

Waterford 3


•	$2.95 million weekly indemnity


•	$413 million maximum indemnity


•	Deductible: 26 week deductible period

Grand Gulf


•	$400,000 weekly indemnity (total for four policies)


•	$56 million maximum indemnity (total for four policies)


•	Deductible: 26 week deductible period

Indian Point 2, Indian Point 3, and Palisades


•	$4.5 million weekly indemnity


•	$490 million maximum indemnity


•	Deductible: 12 week deductible period

FitzPatrick and Pilgrim


•	$4 million weekly indemnity


•	$490 million maximum indemnity


•	Deductible: 12 week deductible period

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Under the property damage and accidental outage insurance programs, all NEIL insured plants could be subject to assessments should losses exceed the accumulated funds available from NEIL. Effective April 1, 2014, the maximum amounts of such possible assessments per occurrence were as follows:



	Assessments
	(In Millions)
Utility:
Entergy Arkansas	$32.2
Entergy Gulf States Louisiana	$25.5
Entergy Louisiana	$26.1
Entergy Mississippi	$0.09
Entergy New Orleans	$0.09
Entergy Texas	N/A
System Energy	$21.5

Entergy Wholesale Commodities	$—

Potential assessments for the Entergy Wholesale Commodities plants are covered by insurance obtained through NEIL’s reinsurers.

Entergy maintains property insurance for its nuclear units in excess of the NRC’s minimum requirement of $1.06 billion per site for nuclear power plant licensees. NRC regulations provide that the proceeds of this insurance must be used, first, to render the reactor safe and stable, and second, to complete decontamination operations. Only after proceeds are dedicated for such use and regulatory approval is secured would any remaining proceeds be made available for the benefit of plant owners or their creditors.

In the event that one or more acts of terrorism causes property damage under one or more or all nuclear insurance policies issued by NEIL (including, but not limited to, those described above) within 12 months from the date the first property damage occurs, the maximum recovery under all such nuclear insurance policies shall be an aggregate of $3.24 billion plus the additional amounts recovered for such losses from reinsurance, indemnity, and any other sources applicable to such losses. The Terrorism Risk Insurance Reauthorization Act of 2007 created a government program that provides for up to $100 billion in coverage in excess of existing coverage for a terrorist event. The Terrorism Risk Insurance Reauthorization Act of 2007 expired on December 31, 2014. However, The Terrorism Risk Insurance Reauthorization Act of 2015 was signed into law by the President of the United States on January 12, 2015 thereby extending the Terrorism Risk Insurance Act for six years until December 31, 2020.

Conventional Property Insurance

Entergy’s conventional property insurance program provides coverage of up to $400 million on an Entergy system-wide basis for all operational perils (direct physical loss or damage due to machinery breakdown, electrical failure, fire, lightning, hail, or explosion) on an “each and every loss” basis; up to $400 million in coverage for certain natural perils (direct physical loss or damage due to earthquake, tsunami, and flood) on an annual aggregate basis; up to $125 million for certain other natural perils (direct physical loss or damage due to a named windstorm and associated storm surge) on an annual aggregate basis; and up to $400 million in coverage for all other natural perils not previously stated (direct physical loss or damage due to a tornado, ice storm, or any other natural peril except named windstorm and associated storm surge, earthquake, tsunami, and flood) on an “each and every loss” basis. The conventional property insurance program provides up to $50 million in coverage for the Entergy New Orleans gas distribution system on an “each and every loss” basis. This $50 million limit is subject to: the $400 million annual aggregate limit for the natural perils of earthquake, tsunami, and flood; the $125 million annual aggregate limit for the natural perils of named windstorm and associated storm surge. The coverage is subject to a $40 million self-insured retention per occurrence for the natural perils of named windstorm and associated storm surge, earthquake, flood, and tsunami; and a $20 million

Entergy Corporation and Subsidiaries

Notes to Financial Statements

self-insured retention per occurrence for operational perils and all other natural perils not previously stated, which includes tornado and ice storm, but excludes named windstorm and associated storm surge, earthquake, tsunami, and flood.

Covered property generally includes power plants, substations, facilities, inventories, and gas distribution-related properties. Excluded property generally includes above-ground transmission and distribution lines, poles, and towers for substations valued at $5 million or less, coverage for named windstorm and associated storm surge is excluded. This coverage is in place for Entergy Corporation, the Registrant Subsidiaries, and certain other Entergy subsidiaries, including the owners of the nuclear power plants in the Entergy Wholesale Commodities segment. Entergy also purchases $300 million in terrorism insurance coverage for its conventional property. The Terrorism Risk Insurance Reauthorization Act of 2007 created a government program that provides for up to $100 billion in coverage in excess of existing coverage for a terrorist event. The Terrorism Risk Insurance Reauthorization Act of 2007 expired on December 31, 2014. However, The Terrorism Risk Insurance Reauthorization Act of 2015 was signed into law by the President of the United States on January 12, 2015 thereby extending the Terrorism Risk Insurance Act for six years until December 31, 2020.

In addition to the conventional property insurance program, Entergy has purchased additional coverage ( $20 million per occurrence) for some of its non-regulated, non-generation assets. This policy serves to buy-down the $20 million deductible and is placed on a scheduled location basis. The applicable deductibles are $100,000 to $250,000 , except for properties that are damaged by flooding and properties whose values are greater than $20 million ; these properties have a $500,000 deductible. Four nuclear locations have a $2.5 million deductible, which coincides with the nuclear property insurance deductible at each respective nuclear site.

Gas System Rebuild Insurance Proceeds (Entergy New Orleans)

Entergy New Orleans received insurance proceeds for future construction expenditures associated with rebuilding its gas system, and the October 2006 City Council resolution approving the settlement of Entergy New Orleans’s rate and storm-cost recovery filings requires Entergy New Orleans to record those proceeds in a designated sub-account of other deferred credits until the proceeds are spent on the rebuild project. This other deferred credit is shown as “Gas system rebuild insurance proceeds” on Entergy New Orleans’s balance sheet.

Employment and Labor-related Proceedings

The Registrant Subsidiaries and other Entergy subsidiaries are responding to various lawsuits in both state and federal courts and to other labor-related proceedings filed by current and former employees, recognized bargaining representatives, and third parties not selected for open positions or providing services directly or indirectly to one or more of the Registrant Subsidiaries and other Entergy subsidiaries. Generally, the amount of damages being sought is not specified in these proceedings. These actions include, but are not limited to, allegations of wrongful employment actions; wage disputes and other claims under the Fair Labor Standards Act or its state counterparts; claims of race, gender, age, and disability discrimination; disputes arising under collective bargaining agreements; unfair labor practice proceedings and other administrative proceedings before the National Labor Relations Board or concerning the National Labor Relations Act; claims of retaliation; claims of harassment and hostile work environment; and claims for or regarding benefits under various Entergy Corporation-sponsored plans. Entergy and the Registrant Subsidiaries are responding to these lawsuits and proceedings and deny liability to the claimants. Management believes that loss exposure has been and will continue to be handled so that the ultimate resolution of these matters will not be material, in the aggregate, to the financial position, results of operation, or cash flows of Entergy or the Utility operating companies.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

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

Numerous lawsuits have been filed in federal and state courts primarily in Texas and Louisiana, primarily by contractor employees who worked in the 1940-1980s timeframe, against Entergy Gulf States Louisiana and Entergy Texas, and to a lesser extent the other Utility operating companies, as premises owners of power plants, for damages caused by alleged exposure to asbestos. Many other defendants are named in these lawsuits as well. Currently, there are approximately 400 lawsuits involving approximately 4,000 claimants. Management believes that adequate provisions have been established to cover any exposure. Additionally, negotiations continue with insurers to recover reimbursements. Management believes that loss exposure has been and will continue to be handled so that the ultimate resolution of these matters will not be material, in the aggregate, to the financial position, results of operation, or cash flows of the Utility operating companies.

Grand Gulf - Related Agreements

Capital Funds Agreement (Entergy Corporation and System Energy)

System Energy has entered into agreements with Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans whereby they are obligated to purchase their respective entitlements of capacity and energy from System Energy’s interest in Grand Gulf, and to make payments that, together with other available funds, are adequate to cover System Energy’s operating expenses. System Energy would have to secure funds from other sources, including Entergy Corporation’s obligations under the Capital Funds Agreement, to cover any shortfalls from payments received from Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans under these agreements.

Unit Power Sales Agreement (Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

System Energy has agreed to sell all of its share of capacity and energy from Grand Gulf to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans in accordance with specified percentages (Entergy Arkansas- 36% , Entergy Louisiana- 14% , Entergy Mississippi- 33% , and Entergy New Orleans- 17% ) as ordered by the FERC. Charges under this agreement are paid in consideration for the purchasing companies’ respective entitlement to receive capacity and energy and are payable irrespective of the quantity of energy delivered. The agreement will remain in effect until terminated by the parties and the termination is approved by the FERC, most likely upon Grand Gulf’s retirement from service. Monthly obligations are based on actual capacity and energy costs. The average monthly payments for 2014 under the agreement are approximately $20.2 million for Entergy Arkansas, $8.0 million for Entergy Louisiana, $17.4 million for Entergy Mississippi, and $9.8 million for Entergy New Orleans.

Availability Agreement (Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans are individually obligated to make payments or subordinated advances to System Energy in accordance with stated percentages (Entergy Arkansas- 17.1% , Entergy Louisiana- 26.9% , Entergy Mississippi- 31.3% , and Entergy New Orleans- 24.7% ) in amounts that, when added to amounts received under the Unit Power Sales Agreement or otherwise, are adequate to cover all of System Energy’s operating expenses as defined, including an amount sufficient to amortize the cost of Grand Gulf 2 over 27 years (See Reallocation Agreement terms below) and expenses incurred in connection with a permanent shutdown of Grand Gulf. System Energy has assigned its rights to payments and advances to certain creditors as security for certain obligations. Since commercial operation of Grand Gulf began, payments under the Unit Power Sales Agreement have exceeded the amounts payable under the Availability Agreement. Accordingly, no payments under the Availability Agreement have ever been required. If Entergy Arkansas or Entergy Mississippi fails to make its Unit Power Sales Agreement payments, and System Energy is unable to obtain funds from other sources, Entergy

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Louisiana and Entergy New Orleans could become subject to claims or demands by System Energy or its creditors for payments or advances under the Availability Agreement (or the assignments thereof) equal to the difference between their required Unit Power Sales Agreement payments and their required Availability Agreement payments.

Reallocation Agreement (Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

System Energy, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans entered into the Reallocation Agreement relating to the sale of capacity and energy from Grand Gulf and the related costs, in which Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans agreed to assume all of Entergy Arkansas’s responsibilities and obligations with respect to Grand Gulf under the Availability Agreement. FERC’s decision allocating a portion of Grand Gulf capacity and energy to Entergy Arkansas supersedes the Reallocation Agreement as it relates to Grand Gulf. Responsibility for any Grand Gulf 2 amortization amounts has been individually allocated (Entergy Louisiana- 26.23% , Entergy Mississippi- 43.97% , and Entergy New Orleans- 29.80% ) under the terms of the Reallocation Agreement. However, the Reallocation Agreement does not affect Entergy Arkansas’s obligation to System Energy’s lenders under the assignments referred to in the preceding paragraph. Entergy Arkansas would be liable for its share of such amounts if Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans were unable to meet their contractual obligations. No payments of any amortization amounts will be required so long as amounts paid to System Energy under the Unit Power Sales Agreement, including other funds available to System Energy, exceed amounts required under the Availability Agreement, which is expected to be the case for the foreseeable future.

Reimbursement Agreement (System Energy)

In December 1988, in two separate but substantially identical transactions, System Energy sold and leased back undivided ownership interests in Grand Gulf for the aggregate sum of $500 million . During the term of the leases, System Energy is required to maintain letters of credit for the equity investors to secure certain amounts payable to the equity investors under the transactions.

Under the provisions of the reimbursement agreement relating to the letters of credit, System Energy has agreed to a number of covenants regarding the maintenance of certain capitalization and fixed charge coverage ratios. System Energy agreed, during the term of the reimbursement agreement, to maintain a ratio of debt to total liabilities and equity less than or equal to 70% . In addition, System Energy must maintain, with respect to each fiscal quarter during the term of the reimbursement agreement, a ratio of adjusted net income to interest expense of at least 1.50 times earnings. As of December 31, 2014, System Energy was in compliance with these covenants.

NOTE 9. ASSET RETIREMENT OBLIGATIONS (Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

Accounting standards require companies to record liabilities for all legal obligations associated with the retirement of long-lived assets that result from the normal operation of the assets. For Entergy, substantially all of its asset retirement obligations consist of its liability for decommissioning its nuclear power plants. In addition, an insignificant amount of removal costs associated with non-nuclear power plants is also included in the decommissioning line item on the balance sheets.

These liabilities are recorded at their fair values (which are the present values of the estimated future cash outflows) in the period in which they are incurred, with an accompanying addition to the recorded cost of the long-lived asset. The asset retirement obligation is accreted each year through a charge to expense, to reflect the time value of money for this present value obligation. The accretion will continue through the completion of the asset retirement activity. The amounts added to the carrying amounts of the long-lived assets will be depreciated over the useful lives

Entergy Corporation and Subsidiaries

Notes to Financial Statements

of the assets. The application of accounting standards related to asset retirement obligations is earnings neutral to the rate-regulated business of the Registrant Subsidiaries.

In accordance with ratemaking treatment and as required by regulatory accounting standards, the depreciation provisions for the Registrant Subsidiaries include a component for removal costs that are not asset retirement obligations under accounting standards. In accordance with regulatory accounting principles, the Registrant Subsidiaries have recorded regulatory assets (liabilities) in the following amounts to reflect their estimates of the difference between estimated incurred removal costs and estimated removal costs recovered in rates:



	December 31,
	2014	2013
	(In Millions)
Entergy Arkansas	$59.0	$18.6
Entergy Gulf States Louisiana	($36.9)	($35.3)
Entergy Louisiana	($45.7)	($37.0)
Entergy Mississippi	$76.3	$64.3
Entergy New Orleans	$35.2	$34.9
Entergy Texas	$18.9	$15.1
System Energy	$55.7	$56.0

The cumulative decommissioning and retirement cost liabilities and expenses recorded in 2014 by Entergy were as follows:



	Liabilities as of December 31, 2013	Accretion		Change in Cash Flow Estimate		Spending			Liabilities as of December 31, 2014
	(In Millions)
Utility:
Entergy Arkansas	$723.8		$47.0		$47.6		$—			$818.4
Entergy Gulf States Louisiana	$403.1		$23.5		$20.0		$—			$446.6
Entergy Louisiana	$479.1		$24.6		$—		$—			$503.7
Entergy Mississippi	$6.4		$0.4		$—		$—			$6.8
Entergy New Orleans	$2.3		$0.2		$—		$—			$2.5
Entergy Texas	$4.3		$0.3		$—		$—			$4.6
System Energy	$616.2		$41.8		$99.9		$—			$757.9
Entergy Wholesale Commodities	$1,698.2		$139.7		$101.6		($21.7	)		$1,917.8

Entergy Corporation and Subsidiaries

Notes to Financial Statements

The cumulative decommissioning and retirement cost liabilities and expenses recorded in 2013 by Entergy were as follows:



	Liabilities as of December 31, 2012		Accretion		Change in Cash Flow Estimate		Spending			Liabilities as of December 31, 2013
	(In Millions)
Utility:
Entergy Arkansas		$680.7		$43.1		$—		$—			$723.8
Entergy Gulf States Louisiana		$380.8		$22.3		$—		$—			$403.1
Entergy Louisiana		$418.1		$21.6		$39.4		$—			$479.1
Entergy Mississippi		$6.0		$0.4		$—		$—			$6.4
Entergy New Orleans		$2.2		$0.1		$—		$—			$2.3
Entergy Texas		$4.1		$0.2		$—		$—			$4.3
System Energy		$478.4		$35.5		$102.3		$—			$616.2
Entergy Wholesale Commodities		$1,543.3		$125.3		$38.6		($9.0	)		$1,698.2

Entergy periodically reviews and updates estimated decommissioning costs. The actual decommissioning costs may vary from the estimates because of regulatory requirements, changes in technology, and increased costs of labor, materials, and equipment. As described below, during 2014 and 2013 Entergy updated decommissioning cost estimates for certain nuclear power plants.

In 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 $47.6 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 Note 1 to the financial statements for further discussion of the shutdown of Vermont Yankee and the December 2013 settlement agreement involving Entergy and Vermont parties. In accordance with the settlement agreement, Entergy Vermont Yankee provided to the Vermont parties, in 2014, a site assessment study of the costs and tasks of radiological decommissioning, spent nuclear fuel management, and site restoration for Vermont Yankee. Entergy Vermont Yankee also filed its Post-Shutdown Decommissioning Activities Report (PSDAR) for Vermont Yankee with the NRC in December 2014. As part of the development of the site assessment study and PSDAR, Entergy obtained a revised decommissioning cost study in the third quarter 2014. The revised estimate, along with reassessment of the assumptions regarding the timing of decommissioning cash flows, resulted in a $101.6 million increase in the decommissioning cost liability and a corresponding impairment charge.

In the fourth quarter 2014, Entergy Gulf States Louisiana recorded a revision to its estimated decommissioning cost liability for River Bend as a result of a revised decommissioning cost study. The revised estimate resulted in a $20 million increase in the decommissioning cost liability, along with a corresponding increase in the related asset retirement cost asset that will be depreciated over the remaining useful life of the unit.

In the fourth quarter 2014, System Energy recorded a revision to its estimated decommissioning cost liability for Grand Gulf as a result of a revised decommissioning cost study. The revised estimate resulted in a $99.9 million increase in its decommissioning liability, along with a corresponding increase in the related asset retirement cost asset that will be depreciated over the remaining life of the unit.

In the first quarter 2013, Entergy Wholesale Commodities recorded a revision to its estimated decommissioning cost liability for a nuclear site as a result of a revised decommissioning cost study. The revised estimate resulted in a $46.6 million reduction in the decommissioning cost liability, along with a corresponding reduction in the related asset retirement cost asset.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

In the third quarter 2013, Entergy Wholesale Commodities recorded a revision to its estimated decommissioning cost liability for Vermont Yankee as a result of a revised decommissioning cost study. The revised estimate resulted in a $58 million increase in the decommissioning cost liability, along with a corresponding increase in the related asset retirement cost asset. The increase in the estimated decommissioning cost liability resulted from the change in expectation regarding the timing of decommissioning cash flows due to the decision to cease operations of the plant. The asset retirement cost asset was included in the carrying value used to write down Vermont Yankee and related assets to their fair values in third quarter 2013. See Note 1 to the financial statements for further discussion of the resulting impairment charge recorded in third quarter 2013.

In the fourth quarter 2013, System Energy recorded a revision to its estimated decommissioning cost liability for Grand Gulf as a result of a revised decommissioning cost study. The revised estimate resulted in a $102.3 million increase in its decommissioning liability, along with a corresponding increase in the related asset retirement cost asset that will be depreciated over the remaining life of the unit.

In the fourth quarter 2013, Entergy Louisiana recorded a revision to its estimated decommissioning cost liability for Waterford 3 as a result of a revised decommissioning cost study. The revised estimate resulted in a $39.4 million increase in its decommissioning cost liability, along with a corresponding increase in the related asset retirement cost asset that will be depreciated over the remaining life of the unit.

In the fourth quarter 2013, Entergy Wholesale Commodities recorded a revision to its estimated decommissioning cost liability for Vermont Yankee. As a result of the settlement agreement regarding the remaining operation and decommissioning of Vermont Yankee, Entergy reassessed its assumptions regarding the timing of decommissioning cash flows. The reassessment resulted in a $27.2 million increase in the decommissioning cost liability and a corresponding impairment charge, which will not result in future cash expenditures. See Note 1 to the financial statements for further discussion of the Vermont Yankee plant.

In the second quarter 2012, Entergy Wholesale Commodities recorded a reduction of $60.6 million in the estimated decommissioning cost liability for a plant as a result of a revised decommissioning cost study. The revised estimate resulted in a credit to decommissioning expense of $49 million , reflecting the excess of the reduction in the liability over the amount of the undepreciated asset retirement costs asset.

Vermont Yankee submitted notification of permanent cessation of operations and permanent removal of fuel from the reactor in January 2015 after final shutdown in December 2014. The PSDAR for Vermont Yankee, including a site specific cost estimate, was submitted to the NRC in December 2014. Vermont Yankee’s future certifications to satisfy the NRC’s financial assurance requirements will now be based on the site specific cost estimate, including the estimated cost of managing spent fuel, rather than the NRC minimum formula for estimating decommissioning costs. Entergy expects that amounts available in Vermont Yankee’s decommissioning trust fund, including expected earnings, together with the credit facilities entered into in January 2015 that are expected to be repaid with recoveries from DOE litigation related to spent fuel storage, will be sufficient to cover expected costs of decommissioning, spent fuel management costs, and site restoration. Filings with the NRC for planned shutdown activities will determine whether any other financial assurance may be required and will specifically address funding for spent fuel management, which will be required until the federal government takes possession of the fuel and removes it from the site, per its current obligation.

For the Indian Point 3 and FitzPatrick plants purchased in 2000, NYPA retained the decommissioning trusts and the decommissioning liabilities. NYPA and Entergy subsidiaries executed decommissioning agreements, which specify their decommissioning obligations. NYPA has the right to require the Entergy subsidiaries to assume each of the decommissioning liabilities provided that it assigns the corresponding decommissioning trust, up to a specified level, to the Entergy subsidiaries. If the decommissioning liabilities are retained by NYPA, the Entergy subsidiaries will perform the decommissioning of the plants at a price equal to the lesser of a pre-specified level or the amount in the decommissioning trusts. Entergy recorded an asset, which is $599.9 million as of December 31, 2014 , representing its estimate of the present value of the difference between the stipulated contract amount for decommissioning the

Entergy Corporation and Subsidiaries

Notes to Financial Statements

plants less the decommissioning costs estimated in independent decommissioning cost studies. The asset is increased by monthly accretion based on the applicable discount rate necessary to ultimately provide for the estimated future value of the decommissioning contract. The monthly accretion is recorded as interest income.

Entergy maintains decommissioning trust funds that are committed to meeting its obligations for the costs of decommissioning the nuclear power plants. The fair values of the decommissioning trust funds and the related asset retirement obligation regulatory assets (liabilities) of Entergy as of December 31, 2014 are as follows:



	Decommissioning Trust Fair Values		Regulatory Asset (Liability)
	(In Millions)
Utility:
ANO 1 and ANO 2		$769.9		$247.6
River Bend		$637.7		($25.5	)
Waterford 3		$383.6		$145.5
Grand Gulf		$679.8		$80.4
Entergy Wholesale Commodities		$2,899.9		$—



	Decommissioning Trust Fair Values		Regulatory Asset (Liability)
	(In Millions)
Utility:
ANO 1 and ANO 2		$710.9		$219.1
River Bend		$573.7		($28.7	)
Waterford 3		$347.3		$128.5
Grand Gulf		$603.9		$60.8
Entergy Wholesale Commodities		$2,667.3		$—

Entergy Corporation and Subsidiaries

Notes to Financial Statements

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

General

As of December 31, 2014 , Entergy had capital leases and non-cancelable operating leases for equipment, buildings, vehicles, and fuel storage facilities with minimum lease payments as follows (excluding power purchase agreement operating leases, nuclear fuel leases and the Grand Gulf and Waterford 3 sale and leaseback transactions, all of which are discussed elsewhere):



Year	Operating Leases		Capital Leases
	(In Thousands)
2015		$90,010		$4,615
2016	77,060		4,457
2017	62,103		4,457
2018	49,630		3,672
2019	47,527		2,887
Years thereafter	95,530		27,664
Minimum lease payments	421,860		47,752
Less: Amount representing interest	—		15,773
Present value of net minimum lease payments		$421,860		$31,979

Total rental expenses for all leases (excluding power purchase agreement operating leases, nuclear fuel leases and the Grand Gulf and Waterford 3 sale and leaseback transactions) amounted to $59 million in 2014 , $63.7 million in 2013 , and $69.9 million in 2012 .

As of December 31, 2014 the Registrant Subsidiaries had a capital lease and non-cancelable operating leases for equipment, buildings, vehicles, and fuel storage facilities with minimum lease payments as follows (excluding power purchase agreement operating leases, nuclear fuel leases and the Grand Gulf and Waterford 3 sale and leaseback transactions, all of which are discussed elsewhere):

Capital Leases



Year	Entergy Mississippi
	(in Thousands)
2015		$1,570
2016	1,570
2017	1,570
2018	785
2019	—
Years thereafter	—
Minimum lease payments	5,495
Less: Amount representing interest	656
Present value of net minimum lease payments		$4,839

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Operating Leases



Year	Entergy Arkansas		Entergy Gulf States Louisiana		Entergy Louisiana		Entergy Mississippi		Entergy New Orleans		Entergy Texas
	(In Thousands)
2015		$28,647		$12,643		$11,006		$6,885		$2,115		$5,837
2016	23,674		10,880		9,695		5,388		1,856		5,111
2017	16,501		10,035		7,784		4,020		1,587		4,239
2018	10,736		9,100		6,343		3,376		1,264		3,707
2019	11,365		10,795		5,003		3,073		1,087		2,719
Years thereafter	8,412		26,671		5,458		3,212		2,227		2,981
Minimum lease payments		$99,335		$80,124		$45,289		$25,954		$10,136		$24,594

Rental Expenses



Year	Entergy Arkansas		Entergy Gulf States Louisiana		Entergy Louisiana		Entergy Mississippi		Entergy New Orleans		Entergy Texas		System Energy
	(In Millions)
2014		$12.0		$10.9		$9.8		$4.3		$1.2		$3.8		$2.0
2013		$12.0		$10.9		$10.1		$4.6		$1.3		$4.1		$2.5
2012		$12.6		$11.9		$11.2		$5.5		$1.5		$6.4		$1.5

In addition to the above rental expense, railcar operating lease payments and oil tank facilities lease payments are recorded in fuel expense in accordance with regulatory treatment. Railcar operating lease payments were $4.8 million in 2014 , $8.6 million in 2013 , and $8.5 million in 2012 for Entergy Arkansas and $1.7 million in 2014 , $2.2 million in 2013 , and $1.7 million in 2012 for Entergy Gulf States Louisiana. Oil tank facilities lease payments for Entergy Mississippi were $1.6 million in 2014 , $3.4 million in 2013 , and $3.4 million in 2012 .

Power Purchase Agreements

As of December 31, 2014 , Entergy Texas had a power purchase agreement that is accounted for as an operating lease under the accounting standards. The lease payments are recovered in fuel expense in accordance with regulatory treatment. The minimum lease payments under the power purchase agreement are as follows:



Year	Entergy Texas (a)		Entergy
	(In Thousands)
2015		$28,450		$28,450
2016	29,104		29,104
2017	29,772		29,772
2018	30,458		30,458
2019	31,158		31,158
Years thereafter	74,664		74,664
Minimum lease payments	223,606		223,606

(a) Amounts reflect 100% of minimum payments. Under a separate contract, Entergy Gulf States Louisiana purchases 50% of the capacity and energy from the power purchase agreement from Entergy Texas.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Total capacity expense under the power purchase agreement accounted for as an operating lease at Entergy Texas was $29.2 million in 2014, $28.6 million in 2013, and $19.2 million in 2012.

Sale and Leaseback Transactions

Waterford 3 Lease Obligations

In 1989, in three separate but substantially identical transactions, Entergy Louisiana sold and leased back undivided interests in Waterford 3 for the aggregate sum of $353.6 million . The leases expire in July 2017. At the end of the lease terms, Entergy Louisiana has the option to repurchase the leased interests in Waterford 3 at fair market value or to renew the leases for either fair market value or, under certain conditions, a fixed rate. In the event that Entergy Louisiana does not renew or purchase the interests, Entergy Louisiana would surrender such interests and their associated entitlement of Waterford 3’s capacity and energy.

Entergy Louisiana issued $208.2 million of non-interest bearing first mortgage bonds as collateral for the equity portion of certain amounts payable under the leases.

Upon the occurrence of certain events, Entergy Louisiana may be obligated to assume the outstanding bonds used to finance the purchase of the interests in the unit and to pay an amount sufficient to withdraw from the lease transaction. Such events include lease events of default, events of loss, deemed loss events, or certain adverse “Financial Events.” “Financial Events” include, among other things, failure by Entergy Louisiana, following the expiration of any applicable grace or cure period, to maintain (i) total equity capital (including preferred membership interests) at least equal to 30% of adjusted capitalization, or (ii) a fixed charge coverage ratio of at least 1.50 computed on a rolling 12 month basis. As of December 31, 2014 , Entergy Louisiana was in compliance with these provisions.

As of December 31, 2014 , Entergy Louisiana, in connection with the Waterford 3 sale and leaseback transactions, had future minimum lease payments (reflecting an overall implicit rate of 7.45% ) that are recorded as long-term debt, as follows:



	Amount
	(In Thousands)

2015		$28,827
2016	16,938
2017	106,335
2018	—
2019	—
Years thereafter	—
Total	152,100
Less: Amount representing interest	23,612
Present value of net minimum lease payments		$128,488

Grand Gulf Lease Obligations

In 1988, in two separate but substantially identical transactions, System Energy sold and leased back undivided ownership interests in Grand Gulf for the aggregate sum of $500 million . The initial term of the leases was to expire in July 2015. In December 2013, System Energy exercised its options to renew the leases for fair market value with a renewal term for one lease expiring in July 2018 and the renewal term of the other lease expiring in July 2036. At the end of the new lease renewal terms, System Energy has the option to repurchase the leased interests in Grand Gulf or renew the leases at fair market value. In the event that System Energy does not renew or purchase the interests, System Energy would surrender such interests and their associated entitlement of Grand Gulf’s capacity and energy.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

System Energy is required to report the sale-leaseback as a financing transaction in its financial statements. For financial reporting purposes, System Energy expenses the interest portion of the lease obligation and the plant depreciation. However, operating revenues include the recovery of the lease payments because the transactions are accounted for as a sale and leaseback for ratemaking purposes. Consistent with a recommendation contained in a FERC audit report, System Energy initially recorded as a net regulatory asset the difference between the recovery of the lease payments and the amounts expensed for interest and depreciation and continues to record this difference as a regulatory asset or liability on an ongoing basis, resulting in a zero net balance for the regulatory asset at the end of the lease term. The amount was a net regulatory liability of $62.9 million and $61.6 million as of December 31, 2014 and 2013 , respectively.

As of December 31, 2014 , System Energy, in connection with the Grand Gulf sale and leaseback transactions, had future minimum lease payments (reflecting an implicit rate of 5.13% ) that are recorded as long-term debt, as follows:



	Amount
	(In Thousands)

2015		$52,253
2016	13,750
2017	13,750
2018	13,750
2019	13,750
Years thereafter	233,750
Total	341,003
Less: Amount representing interest	290,332
Present value of net minimum lease payments		$50,671

NOTE 11. RETIREMENT, OTHER POSTRETIREMENT BENEFITS, AND DEFINED CONTRIBUTION PLANS (Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

Qualified Pension Plans

Entergy has nine qualified pension plans covering substantially all employees. The “Entergy Corporation Retirement Plan for Non-Bargaining Employees,” “Entergy Corporation Retirement Plan for Bargaining Employees,” “Entergy Corporation Retirement Plan II for Non-Bargaining Employees,” “Entergy Corporation Retirement Plan II for Bargaining Employees,” “Entergy Corporation Retirement Plan IV for Non-Bargaining Employees,” and “Entergy Corporation Retirement Plan IV for Bargaining Employees” are non-contributory final average pay plans and provide pension benefits that are based on employees’ credited service and compensation during employment. The “Entergy Corporation Retirement Plan III” is a final average pay plan that provides pension benefits that are based on employees’ credited service and compensation during the final years before retirement and includes a mandatory employee contribution of 3% of earnings during the first 10 years of plan participation, and allows voluntary contributions from 1% to 10% of earnings for a limited group of employees. Non-bargaining employees hired or rehired after June 30, 2014 participate in the “Entergy Corporation Cash Balance Plan for Non-Bargaining Employees.” Certain bargaining employees hired or rehired after June 30, 2014, or such later date provided for in their applicable collective bargaining agreements, participate in the “Entergy Corporation Cash Balance Plan for Bargaining Employees.” The Registrant Subsidiaries participate in these four plans: “Entergy Corporation Retirement Plan for Non-Bargaining Employees,” “Entergy Corporation Retirement Plan for Bargaining Employees,” “Entergy Corporation Cash Balance Plan for Non-Bargaining Employees,” and “Entergy Cash Balance Plan for Bargaining Employees.”

Entergy Corporation and Subsidiaries

Notes to Financial Statements

The assets of the seven final average pay qualified pension plans are held in a master trust established by Entergy and the assets of the two cash balance pension plans are held in a second master trust established by Entergy. Each pension plan has an undivided beneficial interest in each of the investment accounts in its respective master trust that is maintained by a trustee. Use of the master trusts permits the commingling of the trust assets of the pension plans of Entergy Corporation and its Registrant Subsidiaries for investment and administrative purposes. Although assets in the master trusts are commingled, the trustee maintains supporting records for the purpose of allocating the trust level equity in net earnings (loss) and the administrative expenses of the investment accounts in each trust to the various participating pension plans in that particular trust. The fair value of the trusts’ assets is determined by the trustee and certain investment managers. For each trust, the trustee calculates a daily earnings factor, including realized and unrealized gains or losses, collected and accrued income, and administrative expenses, and allocates earnings to each plan in the master trusts on a pro rata basis.

Within each pension plan, the record of each Registrant Subsidiary’s beneficial interest in the plan assets is maintained by the plan’s actuary and is updated quarterly. Assets for each Registrant Subsidiary are increased for investment income and contributions, and are decreased for benefit payments. A plan’s investment net income/loss (i.e. interest and dividends, realized and unrealized gains and losses and expenses) is allocated to the Registrant Subsidiaries participating in that plan based on the value of assets for each Registrant Subsidiary at the beginning of the quarter adjusted for contributions and benefit payments made during the quarter.

Entergy Corporation and its subsidiaries fund pension costs in accordance with contribution guidelines established by the Employee Retirement Income Security Act of 1974, as amended, and the Internal Revenue Code of 1986, as amended. The assets of the plans include common and preferred stocks, fixed-income securities, interest in a money market fund, and insurance contracts. The Registrant Subsidiaries’ pension costs are recovered from customers as a component of cost of service in each of their respective jurisdictions.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Components of Qualified Net Pension Cost and Other Amounts Recognized as a Regulatory Asset and/or Accumulated Other Comprehensive Income (AOCI)

Entergy Corporation and its subsidiaries’ total 2014 , 2013 , and 2012 qualified pension costs and amounts recognized as a regulatory asset and/or other comprehensive income, including amounts capitalized, included the following components:



	2014			2013			2012
	(In Thousands)
Net periodic pension cost:
Service cost - benefits earned during the period		$140,436			$172,280			$150,763
Interest cost on projected benefit obligation	290,076			263,296			260,929
Expected return on assets	(361,462		)	(328,227		)	(317,423		)
Amortization of prior service cost	1,600			2,125			2,733
Recognized net loss	145,095			213,194			167,279
Curtailment loss	—			16,318			—
Special termination benefit	732			13,139			—
Net periodic pension costs		$216,477			$352,125			$264,281
Other changes in plan assets and benefit obligations recognized as a regulatory asset and/or AOCI (before tax)
Arising this period:
Net (gain)/loss		$1,389,912			($894,150	)		$552,303
Amounts reclassified from regulatory asset and/or AOCI to net periodic pension cost in the current year:
Amortization of prior service cost	(1,600		)	(2,125		)	(2,733		)
Acceleration of prior service cost to curtailment	—			(1,307		)	—
Amortization of net loss	(145,095		)	(213,194		)	(167,279		)
Total	1,243,217			(1,110,776		)	382,291
Total recognized as net periodic pension (income)/cost, regulatory asset, and/or AOCI (before tax)		$1,459,694			($758,651	)		$646,572
Estimated amortization amounts from regulatory asset and/or AOCI to net periodic cost in the following year:
Prior service cost		$1,561			$1,600			$2,268
Net loss		$237,013			$146,958			$219,805

Entergy Corporation and Subsidiaries

Notes to Financial Statements

The Registrant Subsidiaries’ total 2014 , 2013 , and 2012 qualified pension costs and amounts recognized as a regulatory asset and/or other comprehensive income, including amounts capitalized, for their employees included the following components:



2014	Entergy Arkansas			Entergy Gulf States Louisiana			Entergy Louisiana			Entergy Mississippi			Entergy New Orleans			Entergy Texas			System Energy
	(In Thousands)
Net periodic pension cost:
Service cost - benefits earned during the period		$20,090			$11,524			$14,182			$6,094			$2,666			$5,142			$5,785
Interest cost on projected benefit obligation	59,537			29,114			37,870			17,273			8,164			17,746			13,561
Expected return on assets	(73,218		)	(37,950		)	(45,796		)	(22,794		)	(10,019		)	(23,723		)	(16,619		)
Amortization of prior service cost	—			—			—			—			—			—			2
Recognized net loss	35,956			15,923			24,523			9,415			5,796			9,356			9,500
Net pension cost		$42,365			$18,611			$30,779			$9,988			$6,607			$8,521			$12,229
Other changes in plan assets and benefit obligations recognized as a regulatory asset and/or AOCI (before tax)
Arising this period:
Net loss		$300,907			$125,090			$193,842			$88,199			$38,161			$65,363			$60,763
Amounts reclassified from regulatory asset and/or AOCI to net periodic pension cost in the current year:
Amortization of prior service cost	—			—			—			—			—			—			(2		)
Amortization of net loss	(35,956		)	(15,923		)	(24,523		)	(9,415		)	(5,796		)	(9,356		)	(9,500		)
Total		$264,951			$109,167			$169,319			$78,784			$32,365			$56,007			$51,261
Total recognized as net periodic pension income regulatory asset, and/or AOCI (before tax)		$307,316			$127,778			$200,098			$88,772			$38,972			$64,528			$63,490
Estimated amortization amounts from regulatory asset and/or AOCI to net periodic cost in the following year
Net loss		$54,254			$23,098			$36,704			$14,896			$8,053			$12,950			$13,055

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)
Net periodic pension cost:
Service cost - benefits earned during the period		$25,229			$14,258			$17,044			$7,295			$3,264			$6,475			$7,242
Interest cost on projected benefit obligation	54,473			26,741			34,857			15,802			7,462			16,303			12,170
Expected return on assets	(66,951		)	(34,982		)	(41,948		)	(21,139		)	(9,117		)	(22,277		)	(17,249		)
Amortization of prior service cost	23			9			83			10			2			6			9
Recognized net loss	49,517			23,374			34,107			13,189			7,878			13,302			9,560
Curtailment loss	4,938			805			3,542			767			343			1,559			—
Special termination benefit	1,784			808			1,631			359			581			855			1,970
Net pension cost		$69,013			$31,013			$49,316			$16,283			$10,413			$16,223			$13,702
Other changes in plan assets and benefit obligations recognized as a regulatory asset and/or AOCI (before tax)
Arising this period:
Net gain		($177,105	)		($98,610	)		($123,234	)		($52,525	)		($25,419	)		($55,772	)		($35,511	)
Amounts reclassified from regulatory asset and/or AOCI to net periodic pension cost in the current year:
Amortization of prior service cost	(23		)	(9		)	(83		)	(10		)	(2		)	(6		)	(9		)
Amortization of net loss	(49,517		)	(23,374		)	(34,107		)	(13,189		)	(7,878		)	(13,302		)	(9,560		)
Total		($226,645	)		($121,993	)		($157,424	)		($65,724	)		($33,299	)		($69,080	)		($45,080	)
Total recognized as net periodic pension income, regulatory asset, and/or AOCI (before tax)		($157,632	)		($90,980	)		($108,108	)		($49,441	)		($22,886	)		($52,857	)		($31,378	)
Estimated amortization amounts from regulatory asset and/or AOCI to net periodic cost in the following year
Prior service cost		$—			$—			$—			$—			$—			$—			$2
Net loss		$35,984			$15,935			$24,360			$9,421			$5,802			$9,363			$9,510

Entergy Corporation and Subsidiaries

Notes to Financial Statements



2012	Entergy Arkansas			Entergy Gulf States Louisiana			Entergy Louisiana			Entergy Mississippi			Entergy New Orleans			Entergy Texas			System Energy
	(In Thousands)
Net periodic pension cost:
Service cost - benefits earned during the period		$22,169			$12,273			$14,675			$6,410			$2,824			$5,684			$5,920
Interest cost on projected benefit obligation	55,686			25,679			35,201			16,279			7,608			16,823			12,987
Expected return on assets	(65,763		)	(34,370		)	(40,836		)	(20,945		)	(8,860		)	(22,325		)	(16,436		)
Amortization of prior service cost	200			19			208			30			7			15			13
Recognized net loss	40,772			16,173			28,197			10,532			6,878			10,179			9,001
Net pension cost		$53,064			$19,774			$37,445			$12,306			$8,457			$10,376			$11,485
Other changes in plan assets and benefit obligations recognized as a regulatory asset and/or AOCI (before tax)
Arising this period:
Net loss		$105,133			$77,207			$76,163			$27,106			$14,282			$28,745			$10,266
Amounts reclassified from regulatory asset and/or AOCI to net periodic pension cost in the current year:
Amortization of prior service cost	(200		)	(19		)	(208		)	(30		)	(7		)	(15		)	(13		)
Amortization of net loss	(40,772		)	(16,173		)	(28,197		)	(10,532		)	(6,878		)	(10,179		)	(9,001		)
Total		$64,161			$61,015			$47,758			$16,544			$7,397			$18,551			$1,252
Total recognized as net periodic pension cost, regulatory asset, and/or AOCI (before tax)		$117,225			$80,789			$85,203			$28,850			$15,854			$28,927			$12,737
Estimated amortization amounts from regulatory asset and/or AOCI to net periodic cost in the following year
Prior service cost		$23			$9			$83			$10			$2			$6			$10
Net loss		$50,175			$23,731			$34,906			$13,375			$8,046			$13,494			$9,717

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Qualified Pension Obligations, Plan Assets, Funded Status, Amounts Recognized in the Balance Sheet for Entergy Corporation and its Subsidiaries as of December 31, 2014 and 2013



	December 31,
	2014			2013
	(In Thousands)
Change in Projected Benefit Obligation (PBO)
Balance at beginning of year		$5,770,999			$6,096,639
Service cost	140,436			172,280
Interest cost	290,076			263,296
Curtailment	—			15,011
Special termination benefit	732			13,139
Actuarial loss/(gain)	1,284,049			(571,990		)
Employee contributions	560			598
Benefits paid	(256,310		)	(217,974		)
Balance at end of year		$7,230,542			$5,770,999
Change in Plan Assets
Fair value of assets at beginning of year		$4,429,237			$3,832,860
Actual return on plan assets	255,599			650,386
Employer contributions	398,880			163,367
Employee contributions	560			598
Benefits paid	(256,310		)	(217,974		)
Fair value of assets at end of year		$4,827,966			$4,429,237
Funded status		($2,402,576	)		($1,341,762	)
Amount recognized in the balance sheet
Non-current liabilities		($2,402,576	)		($1,341,762	)
Amount recognized as a regulatory asset
Prior service cost		$3,704			$5,027
Net loss	2,451,172			1,494,117
		$2,454,876			$1,499,144
Amount recognized as AOCI (before tax)
Prior service cost		$1,015			$1,292
Net loss	671,682			383,920
		$672,697			$385,212

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Qualified Pension Obligations, Plan Assets, Funded Status, and Amounts Recognized in the Balance Sheet for the Registrant Subsidiaries as of December 31, 2014 and 2013



2014	Entergy Arkansas			Entergy Gulf States Louisiana			Entergy Louisiana			Entergy Mississippi			Entergy New Orleans			Entergy Texas			System Energy
	(In Thousands)
Change in Projected Benefit Obligation (PBO)
Balance at beginning of year		$1,192,640			$579,862			$761,350			$345,824			$163,707			$356,080			$270,789
Service cost	20,090			11,524			14,182			6,094			2,666			5,142			5,785
Interest cost	59,537			29,114			37,870			17,273			8,164			17,746			13,561
Actuarial loss	279,781			113,883			180,763			81,600			35,131			58,556			55,410
Benefits paid	(66,330		)	(24,389		)	(37,624		)	(18,622		)	(7,113		)	(19,026		)	(11,233		)
Balance at end of year		$1,485,718			$709,994			$956,541			$432,169			$202,555			$418,498			$334,312
Change in Plan Assets
Fair value of assets at beginning of year		$896,295			$469,295			$561,892			$281,837			$122,960			$295,751			$196,328
Actual return on plan assets	52,092			26,744			32,716			16,196			6,988			16,916			11,265
Employer contributions	95,464			30,176			54,549			21,839			10,509			17,072			21,261
Benefits paid	(66,330		)	(24,389		)	(37,624		)	(18,622		)	(7,113		)	(19,026		)	(11,233		)
Fair value of assets at end of year		$977,521			$501,826			$611,533			$301,250			$133,344			$310,713			$217,621
Funded status		($508,197	)		($208,168	)		($345,008	)		($130,919	)		($69,211	)		($107,785	)		($116,691	)
Amounts recognized in the balance sheet (funded status)
Non-current liabilities		($508,197	)		($208,168	)		($345,008	)		($130,919	)		($69,211	)		($107,785	)		($116,691	)
Amounts recognized as regulatory asset
Net loss		$722,119			$272,695			$468,779			$198,972			$102,141			$176,522			$172,463
Amounts recognized as AOCI (before tax)
Net loss		$—			$40,748			$—			$—			$—			$—			$—

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)
Change in Projected Benefit Obligation (PBO)
Balance at beginning of year		$1,274,886			$623,068			$817,745			$369,852			$174,585			$382,176			$282,841
Service cost	25,229			14,258			17,044			7,295			3,264			6,475			7,242
Interest cost	54,473			26,741			34,857			15,802			7,462			16,303			12,170
Curtailment	4,938			805			3,542			767			343			1,559			—
Special termination benefit	1,784			808			1,631			359			581			855			1,970
Actuarial gain	(110,943		)	(64,119		)	(80,794		)	(31,684		)	(16,276		)	(33,792		)	(23,882		)
Benefits paid	(57,727		)	(21,699		)	(32,675		)	(16,567		)	(6,252		)	(17,496		)	(9,552		)
Balance at end of year		$1,192,640			$579,862			$761,350			$345,824			$163,707			$356,080			$270,789
Change in Plan Assets
Fair value of assets at beginning of year		$785,527			$409,971			$489,027			$248,272			$106,778			$262,110			$168,697
Actual return on plan assets	133,113			69,473			84,388			41,980			18,259			44,257			28,878
Employer contributions	35,382			11,550			21,152			8,152			4,175			6,880			8,305
Benefits paid	(57,727		)	(21,699		)	(32,675		)	(16,567		)	(6,252		)	(17,496		)	(9,552		)
Fair value of assets at end of year		$896,295			$469,295			$561,892			$281,837			$122,960			$295,751			$196,328
Funded status		($296,345	)		($110,567	)		($199,458	)		($63,987	)		($40,747	)		($60,329	)		($74,461	)
Amounts recognized in the balance sheet (funded status)
Non-current liabilities		($296,345	)		($110,567	)		($199,458	)		($63,987	)		($40,747	)		($60,329	)		($74,461	)
Amounts recognized as regulatory asset
Prior service cost		$—			$—			($1	)		$—			$—			$—			($4	)
Net loss	457,485			178,990			299,740			120,290			69,856			120,619			121,327
		$457,485			$178,990			$299,739			$120,290			$69,856			$120,619			$121,323
Amounts recognized as AOCI (before tax)
Net loss		$—			$25,437			$—			$—			$—			$—			$—

Other Postretirement Trusts



2014	Level 1			Level 2			Level 3		Total
	(In Thousands)
Equity securities:
Common collective trust		$—			$370,228	(c)		$—		$370,228
Fixed income securities:
U.S. Government securities	36,306		(b)	45,618		(a)	—		81,924
Corporate debt instruments	—			57,830		(a)	—		57,830
Registered investment companies	5,558		(d)	—			—		5,558
Other	—			46,968		(f)	—		46,968
Total investments		$41,864			$520,644			$—		$562,508
Other pending transactions									165
Plus: Other postretirement assets included in the investments of the qualified pension trust									34,954
Total fair value of other postretirement assets										$597,627

Entergy Corporation and Subsidiaries

Notes to Financial Statements



2013	Level 1			Level 2			Level 3		Total
	(In Thousands)
Equity securities:
Common collective trust		$—			$356,700	(c)		$—		$356,700
Fixed income securities:
U.S. Government securities	40,808		(b)	43,471		(a)	—		84,279
Corporate debt instruments	—			50,563		(a)	—		50,563
Registered investment companies	4,163		(d)	—			—		4,163
Other	—			43,458		(f)	—		43,458
Total investments		$44,971			$494,192			$—		$539,163
Other pending transactions									773
Plus: Other postretirement assets included in the investments of the qualified pension trust									29,914
Total fair value of other postretirement assets										$569,850


(a)	Certain preferred stocks and certain fixed income debt securities (corporate, government, and securitized) are stated at fair value as determined by broker quotes.


(b)	Common stocks, certain preferred stocks, and certain fixed income debt securities (government) are stated at fair value determined by quoted market prices.


(c)	The common collective trusts hold investments in accordance with stated objectives. The investment strategy of the trusts is to capture the growth potential of equity markets by replicating the performance of a specified index. Net asset value per share of the common collective trusts estimate fair value.


(d)	The registered investment company is a money market mutual fund with a stable net asset value of one dollar per share.


(e)	The registered investment company holds investments in domestic and international bond markets and estimates fair value using net asset value per share.


(f)	The other remaining assets are U.S. municipal and foreign government bonds stated at fair value as determined by broker quotes.


(g)	The unallocated insurance contract investments are recorded at contract value, which approximates fair value. The contract value represents contributions made under the contract, plus interest, less funds used to pay benefits and contract expenses, and less distributions to the master trust.


(h)	103-12 investment entities hold investments in accordance with stated objectives. The investment strategy of the investment entities is to capture the growth potential of international equity markets by replicating the performance of a specified index. Net asset value per share of the 103-12 investment entities estimate fair value.

Accumulated Pension Benefit Obligation

The accumulated benefit obligation for Entergy’s qualified pension plans was $6.6 billion and $5.2 billion at December 31, 2014 and 2013 , respectively.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

The qualified pension accumulated benefit obligation for each of the Registrant Subsidiaries for their employees as of December 31, 2014 and 2013 was as follows:



	December 31,
	2014		2013
	(In Thousands)
Entergy Arkansas		$1,379,108		$1,107,023
Entergy Gulf States Louisiana		$649,932		$530,974
Entergy Louisiana		$873,759		$697,945
Entergy Mississippi		$399,300		$318,941
Entergy New Orleans		$186,473		$150,239
Entergy Texas		$391,296		$332,484
System Energy		$305,556		$247,807

Estimated Future Benefit Payments

Based upon the assumptions used to measure Entergy’s qualified pension and other postretirement benefit obligations at December 31, 2014 , and including pension and other postretirement benefits attributable to estimated future employee service, Entergy expects that benefits to be paid and the Medicare Part D subsidies to be received over the next ten years for Entergy Corporation and its subsidiaries will be as follows:



	Estimated Future Benefits Payments
	Qualified Pension		Non-Qualified Pension		Other Postretirement (before Medicare Subsidy)		Estimated Future Medicare Subsidy Receipts
	(In Thousands)
Year(s)
2015		$262,792		$16,173		$78,601		$455
2016		$277,307		$9,976		$80,601		$525
2017		$292,841		$10,774		$83,425		$595
2018		$310,200		$12,598		$88,049		$1,785
2019		$328,533		$11,431		$92,253		$1,984
2020 - 2024		$1,966,776		$70,791		$506,086		$13,539

Based upon the same assumptions, Entergy expects that benefits to be paid and the Medicare Part D subsidies to be received over the next ten years for the Registrant Subsidiaries for their employees will be as follows:



Estimated Future Qualified Pension Benefits Payments	Entergy Arkansas		Entergy Gulf States Louisiana		Entergy Louisiana		Entergy Mississippi		Entergy New Orleans		Entergy Texas		System Energy
	(In Thousands)
Year(s)
2015		$66,156		$25,450		$37,892		$18,702		$7,397		$19,078		$11,432
2016		$67,639		$26,805		$39,070		$19,625		$7,836		$19,697		$11,949
2017		$69,207		$28,340		$40,675		$20,517		$8,304		$20,558		$12,357
2018		$71,306		$30,279		$42,336		$21,444		$8,895		$21,448		$12,977
2019		$73,795		$32,445		$44,058		$22,306		$9,368		$22,291		$13,724
2020 - 2024		$418,009		$196,323		$256,639		$125,761		$56,659		$125,001		$87,663

Entergy Corporation and Subsidiaries

Notes to Financial Statements



Estimated Future Non-Qualified Pension Benefits Payments	Entergy Arkansas		Entergy Gulf States Louisiana		Entergy Louisiana		Entergy Mississippi		Entergy New Orleans		Entergy Texas
	(In Thousands)
Year(s)
2015		$347		$241		$18		$119		$23		$753
2016		$300		$228		$17		$115		$23		$837
2017		$291		$241		$16		$124		$23		$784
2018		$282		$205		$15		$114		$23		$749
2019		$339		$199		$17		$112		$46		$720
2020 - 2024		$2,684		$924		$90		$825		$199		$3,442



Estimated Future Other Postretirement Benefits Payments (before Medicare Part D Subsidy)	Entergy Arkansas		Entergy Gulf States Louisiana		Entergy Louisiana		Entergy Mississippi		Entergy New Orleans		Entergy Texas		System Energy
	(In Thousands)
Year(s)
2015		$15,699		$8,921		$9,885		$3,926		$4,261		$6,617		$2,796
2016		$15,745		$9,219		$10,016		$4,001		$4,253		$6,785		$2,802
2017		$15,830		$9,580		$10,148		$4,125		$4,280		$7,012		$2,883
2018		$16,305		$10,110		$10,654		$4,433		$4,373		$7,438		$2,984
2019		$16,528		$10,706		$11,048		$4,599		$4,412		$7,771		$3,138
2020 - 2024		$86,854		$59,199		$60,735		$25,341		$21,584		$41,303		$17,664



Estimated Future Medicare Part D Subsidy	Entergy Arkansas		Entergy Gulf States Louisiana		Entergy Louisiana		Entergy Mississippi		Entergy New Orleans		Entergy Texas		System Energy
	(In Thousands)
Year(s)
2015		$77		$37		$45		$29		$23		$34		$9
2016		$87		$41		$50		$32		$24		$37		$11
2017		$96		$46		$56		$34		$25		$40		$1
2018		$358		$168		$204		$125		$87		$142		$52
2019		$398		$184		$223		$136		$90		$151		$59
2020 - 2024		$2,593		$1,243		$1,434		$839		$506		$922		$456

Contributions

Entergy currently expects to contribute approximately $396 million to its qualified pension plans and approximately $66.9 million to other postretirement plans in 2015. The expected 2015 pension and other postretirement plan contributions of the Registrant Subsidiaries for their employees are shown below. The required pension contributions will not be known with more certainty until the January 1, 2015 valuations are completed by April 1, 2015.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

The Registrant Subsidiaries expect to contribute approximately the following to the qualified pension and other postretirement plans for their employees in 2015:



	Entergy Arkansas		Entergy Gulf States Louisiana		Entergy Louisiana		Entergy Mississippi		Entergy New Orleans		Entergy Texas		System Energy
	(In Thousands)
Pension Contributions		$92,523		$32,455		$56,960		$22,472		$10,910		$17,166		$20,778
Other Postretirement Contributions		$16,904		$8,921		$9,885		$535		$3,669		$3,231		$475

Actuarial Assumptions

The significant actuarial assumptions used in determining the pension PBO and the other postretirement benefit APBO as of December 31, 2014 , and 2013 were as follows:



	2014	2013
Weighted-average discount rate:
Qualified pension	4.03% - 4.40% Blended 4.27%	5.04% - 5.26% Blended 5.14%
Other postretirement	4.23%	5.05%
Non-qualified pension	3.61%	4.29%
Weighted-average rate of increase in future compensation levels	4.23%	4.23%
Assumed health care trend rate:
Pre-65	7.10%	7.25%
Post-65	7.70%	7.00%
Ultimate rate	4.75%	4.75%
Year ultimate rate is reached and beyond:
Pre-65	2023	2022
Post-65	2023	2022

Entergy Corporation and Subsidiaries

Notes to Financial Statements

The significant actuarial assumptions used in determining the net periodic pension and other postretirement benefit costs for 2014 , 2013 , and 2012 were as follows:



	2014	2013	2012
Weighted-average discount rate:
Qualified pension	5.04%-5.26% Blended 5.14%	4.31% - 4.5% Blended 4.36%	5.10% - 5.20% Blended 5.11%
Other postretirement	5.05%	4.36%	5.10%
Non-qualified pension	4.29%	3.37%	4.40%
Weighted-average rate of increase in future compensation levels	4.23%	4.23%	4.23%
Expected long-term rate of return on plan assets:
Pension assets	8.50%	8.50%	8.50%
Other postretirement tax deferred assets	8.30%	8.50%	8.50%
Other postretirement taxable assets	6.50%	6.50%	6.50%
Assumed health care trend rate:
Pre-65	7.25%	7.50%	7.75%
Post-65	7.00%	7.25%	7.50%
Ultimate rate	4.75%	4.75%	4.75%
Year ultimate rate is reached and beyond:
Pre-65	2022	2022	2022
Post-65	2022	2022	2022

Entergy’s other postretirement benefit transition obligations were amortized over 20 years ending in 2012.

With respect to mortality assumptions, Entergy used the RP-2014 Employee and Health Annuitant Tables, with a fully generational MP-2014 projection scale, in determining its December 31, 2014 pension plans’ PBOs and other postretirement benefit APBO. The mortality assumptions used in determining Entergy’s December 31, 2013 pension plans’ PBOs were the 1994 Group Annuity Mortality Table and RP 2000 Combined Health Mortality, with generational (using Scale AA) projected mortality improvement. The mortality assumption used in determining the December 31, 2013 other postretirement APBO was the 1994 Group Annuity Mortality Table, with generational (using Scale AA) projected mortality improvement.

A one percentage point change in the assumed health care cost trend rate for 2014 would have the following effects:



	1 Percentage Point Increase				1 Percentage Point Decrease
2014	Impact on the APBO		Impact on the sum of service costs and interest cost		Impact on the APBO			Impact on the sum of service costs and interest cost
	Increase /(Decrease) (In Thousands)
Entergy Corporation and its subsidiaries		$234,971		$16,769		($190,996	)		($13,566	)

Entergy Corporation and Subsidiaries

Notes to Financial Statements

A one percentage point change in the assumed health care cost trend rate for 2014 would have the following effects for the Registrant Subsidiaries for their employees:



	1 Percentage Point Increase				1 Percentage Point Decrease
2014	Impact on the APBO		Impact on the sum of service costs and interest cost		Impact on the APBO			Impact on the sum of service costs and interest cost
	Increase/(Decrease) (In Thousands)
Entergy Arkansas		$39,286		$2,448		($31,753	)		($1,971	)
Entergy Gulf States Louisiana		$27,929		$2,092		($22,591	)		($1,671	)
Entergy Louisiana		$23,779		$1,681		($19,452	)		($1,366	)
Entergy Mississippi		$10,596		$754		($8,596	)		($606	)
Entergy New Orleans		$6,373		$386		($5,317	)		($321	)
Entergy Texas		$16,246		$1,148		($13,397	)		($927	)
System Energy		$8,716		$734		($7,044	)		($586	)

Defined Contribution Plans

Entergy sponsors the Savings Plan of Entergy Corporation and Subsidiaries (System Savings Plan). The System Savings Plan is a defined contribution plan covering eligible employees of Entergy and certain of its subsidiaries. The participating employing Entergy subsidiary makes matching contributions to the System Savings Plan for all eligible participating employees in an amount equal to either 70% or 100% of the participants’ basic contributions, up to 6% of their eligible earnings per pay period. The matching contribution is allocated to investments as directed by the employee.

Entergy also sponsors the Savings Plan of Entergy Corporation and Subsidiaries IV (established in March 2002), the Savings Plan of Entergy Corporation and Subsidiaries VI (established in April 2007), and the Savings Plan of Entergy Corporation and Subsidiaries VII (established in April 2007) to which matching contributions are also made. The plans are defined contribution plans that cover eligible employees, as defined by each plan, of Entergy and certain of its subsidiaries.

Entergy’s subsidiaries’ contributions to defined contribution plans collectively were $43.3 million in 2014 , $44.5 million in 2013 , and $43.7 million in 2012 . The majority of the contributions were to the System Savings Plan.

The Registrant Subsidiaries’ 2014 , 2013 , and 2012 contributions to defined contribution plans for their employees were as follows:



Year	Entergy Arkansas		Entergy Gulf States Louisiana		Entergy Louisiana		Entergy Mississippi		Entergy New Orleans		Entergy Texas
	(In Thousands)
2014		$3,044		$1,867		$2,266		$1,855		$710		$1,563
2013		$3,351		$1,906		$2,393		$1,954		$769		$1,616
2012		$3,223		$1,842		$2,327		$1,875		$740		$1,601

NOTE 12. STOCK-BASED COMPENSATION (Entergy Corporation)

Entergy grants stock options, restricted stock, performance units, and restricted unit awards to key employees of the Entergy subsidiaries under its Equity Ownership Plans which are shareholder-approved stock-based compensation

Entergy Corporation and Subsidiaries

Notes to Financial Statements

plans. The Equity Ownership Plan, as restated in February 2003 (2003 Plan), had 885,200 authorized shares remaining for long-term incentive and restricted unit awards as of December 31, 2014 . Effective January 1, 2007, Entergy’s shareholders approved the 2007 Equity Ownership and Long-Term Cash Incentive Plan (2007 Plan). The maximum aggregate number of common shares that can be issued from the 2007 Plan for stock-based awards is 7,000,000 with no more than 2,000,000 available for non-option grants. The 2007 Plan, which only applies to awards made on or after January 1, 2007, will expire after 10 years. As of December 31, 2014 , there were 1,104,547 authorized shares remaining for stock-based awards, all of which are available for non-option grants. Effective May 6, 2011, Entergy’s shareholders approved the 2011 Equity Ownership and Long-Term Cash Incentive Plan (2011 Plan). The maximum number of common shares that can be issued from the 2011 Plan for stock-based awards is 5,500,000 with no more than 2,000,000 available for incentive stock option grants. The 2011 Plan, which only applies to awards made on or after May 6, 2011, will expire after 10 years. As of December 31, 2014 , there were 1,579,563 authorized shares remaining for stock-based awards, including 2,000,000 for incentive stock option grants.

Stock Options

Stock options are granted at exercise prices that equal the closing market price of Entergy Corporation common stock on the date of grant. Generally, stock options granted will become exercisable in equal amounts on each of the first three anniversaries of the date of grant. Unless they are forfeited previously under the terms of the grant, options expire ten years after the date of the grant if they are not exercised.

The following table includes financial information for stock options for each of the years presented:



	2014	2013	2012
	(In Millions)
Compensation expense included in Entergy’s Consolidated Net Income	$4.1	$4.1	$7.7
Tax benefit recognized in Entergy’s Consolidated Net Income	$1.6	$1.6	$3.0
Compensation cost capitalized as part of fixed assets and inventory	$0.7	$0.7	$1.5

Entergy determines the fair value of the stock option grants by considering factors such as lack of marketability, stock retention requirements, and regulatory restrictions on exercisability in accordance with accounting standards. The stock option weighted-average assumptions used in determining the fair values are as follows:



	2014	2013	2012
Stock price volatility	24.67%	24.61%	25.11%
Expected term in years	6.95	6.69	6.55
Risk-free interest rate	2.16%	1.31%	1.22%
Dividend yield	4.75%	4.75%	4.50%
Dividend payment per share	$3.32	$3.32	$3.32

Stock price volatility is calculated based upon the daily public stock price volatility of Entergy Corporation common stock over a period equal to the expected term of the award. The expected term of the options is based upon historical option exercises and the weighted average life of options when exercised and the estimated weighted average life of all vested but unexercised options. In 2008, Entergy implemented stock ownership guidelines for its senior executive officers. These guidelines require an executive officer to own shares of Entergy Corporation common stock equal to a specified multiple of his or her salary. Until an executive officer achieves this ownership position the executive officer is required to retain 75% of the after-tax net profit upon exercise of the option to be held in Entergy Corporation common stock. The reduction in fair value of the stock options due to this restriction is based upon an estimate of the call option value of the reinvested gain discounted to present value over the applicable reinvestment period.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

A summary of stock option activity for the year ended December 31, 2014 and changes during the year are presented below:



	Number of Options		Weighted- Average Exercise Price	Aggregate Intrinsic Value	Weighted- Average Contractual Life
Options outstanding as of January 1, 2014	9,639,849		$80.06
Options granted	611,700		$63.17
Options exercised	(2,852,350	)	$68.19
Options forfeited/expired	(117,803	)	$82.48
Options outstanding as of December 31, 2014	7,281,396		$83.25	$30,830,809	4.3 years
Options exercisable as of December 31, 2014	6,232,998		$86.41	$6,657,504	3.6 years
Weighted-average grant-date fair value of options granted during 2014	$8.71

The weighted-average grant-date fair value of options granted during the year was $8.00 for 2013 and $9.42 for 2012 . The total intrinsic value of stock options exercised was $25.5 million during 2014 , $5.7 million during 2013 , and $39.8 million during 2012 . The intrinsic value, which has no effect on net income, of the stock options exercised is calculated by the difference in Entergy Corporation’s common stock price on the date of exercise and the exercise price of the stock options granted. The aggregate intrinsic value of the stock options outstanding as of December 31, 2014 was $30.8 million. Entergy recognizes compensation cost over the vesting period of the options based on their grant-date fair value. The total fair value of options that vested was approximately $4 million during 2014 , $11 million during 2013 , and $11 million during 2012 .

The following table summarizes information about stock options outstanding as of December 31, 2014 :



				Options Outstanding			Options Exercisable
Range of				As of	Weighted-Avg. Remaining Contractual Life-Yrs.	Weighted Avg. Exercise Price	Number Exercisable as of	Weighted Avg. Exercise Price
Exercise Prices				12/31/2014	Weighted-Avg. Remaining Contractual Life-Yrs.	Weighted Avg. Exercise Price	12/31/2014	Weighted Avg. Exercise Price
	$51	-	$64.99	1,138,602	8.6	$63.84	192,152	$64.60
	$65	-	$78.99	3,095,377	4.4	$74.31	2,993,429	$74.41
	$79	-	$91.99	1,604,717	2.1	$91.82	1,604,717	$91.82
	$92	-	$108.20	1,442,700	3.1	$108.20	1,442,700	$108.20
	$51	-	$108.20	7,281,396	4.3	$83.25	6,232,998	$86.41

Stock-based compensation cost related to non-vested stock options outstanding as of December 31, 2014 not yet recognized is approximately $5.4 million and is expected to be recognized over a weighted-average period of 1.7 years.

Restricted Stock Awards

In January 2014 the Board approved and Entergy granted 352,600 restricted stock awards under the 2011 Equity Ownership and Long-term Cash Incentive Plan. The restricted stock awards were made effective as of January 30, 2014 and were valued at $63.17 per share, which was the closing price of Entergy Corporation’s common stock on that date. One-third of the restricted stock awards will vest upon each anniversary of the grant date and are expensed

Entergy Corporation and Subsidiaries

Notes to Financial Statements

ratably over the three year vesting period. Shares of restricted stock have the same dividend and voting rights as other common stock and are considered issued and outstanding shares of Entergy upon vesting.

The following table includes financial information for restricted stock for each of the years presented:



	2014	2013	2012
	(In Millions)
Compensation expense included in Entergy’s Consolidated Net Income	$19.3	$16.4	$11.4
Tax benefit recognized in Entergy’s Consolidated Net Income	$7.5	$6.3	$4.4
Compensation cost capitalized as part of fixed assets and inventory	$3.1	$2.6	$2.0

Long-Term Performance Unit Program

Entergy grants long-term incentive awards earned under its stock benefit plans in the form of performance units, which are equal to the cash value of shares of Entergy Corporation common stock at the end of the performance period, which is the last trading day of the year. Performance units will pay out to the extent that the performance conditions are satisfied. In addition to the potential for equivalent share appreciation or depreciation, performance units will earn the cash equivalent of the dividends paid during the 3 -year performance period applicable to each plan. The costs of incentive awards are charged to income over the 3 -year period. Beginning with the 2012-2014 performance period, upon vesting, the performance units granted under the Long-Term Performance Unit Program will be settled in shares of Entergy common stock rather than cash. In January 2014 the Board approved and Entergy granted 226,792 performance units under the 2011 Equity Ownership and Long-Term Cash Incentive Plan. The performance units were made effective as of January 30, 2014, and were valued at $67.16 per share. Entergy considers factors, primarily market conditions, in determining the value of the performance units. Shares of the performance units have the same dividend and voting rights as other common stock, are considered issued and outstanding shares of Entergy upon vesting, and are expensed ratably over the 3 -year vesting period.

The following table includes financial information for the long-term performance units for each of the years presented:



	2014	2013		2012
	(In Millions)
Fair value of long-term performance units as of December 31,	$23.4		$11.1		$4.3
Compensation expense included in Entergy’s Consolidated Net Income	$10.7		$6.0		($5.0	)
Tax benefit (expense) recognized in Entergy’s Consolidated Net Income	$4.1		$2.3		($1.9	)
Compensation cost capitalized as part of fixed assets and inventory	$1.5		$0.9		($0.9	)

There was no payout in 2014 for the performance units granted in 2011 applicable to the 2011 – 2013 performance period.

Restricted Unit Awards

Entergy grants restricted unit awards earned under its stock benefit plans in the form of stock units that are subject to time-based restrictions. The restricted units are equal to the cash value of shares of Entergy Corporation common stock at the time of vesting. The costs of restricted unit awards are charged to income over the restricted period, which varies from grant to grant. The average vesting period for restricted unit awards granted is 36 months . As of December 31, 2014 , there were 98,334 unvested restricted units that are expected to vest over an average period of 21 months.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

The following table includes financial information for restricted unit awards for each of the years presented:



	2014	2013	2012
	(In Millions)
Fair value of restricted awards as of December 31,	$3.3	$2.5	$3.0
Compensation expense included in Entergy’s Consolidated Net Income	$2.2	$1.4	$1.3
Tax benefit recognized in Entergy’s Consolidated Net Income	$0.9	$0.6	$0.5
Compensation cost capitalized as part of fixed assets and inventory	$0.3	$0.2	$0.2

Entergy paid $1.7 million in 2014 for awards under the Restricted Units Awards Plan.

NOTE 13. BUSINESS SEGMENT INFORMATION (Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

Entergy’s reportable segments as of December 31, 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, operation, and decommissioning of nuclear power plants located in the northern United States and the sale of the electric power produced by its operating plants to wholesale customers. Entergy Wholesale Commodities also includes the ownership of interests in non-nuclear power plants that sell the electric power produced by those plants to wholesale customers. “All Other” includes the parent company, Entergy Corporation, and other business activity.

Entergy’s segment financial information is as follows:



2014	Utility		Entergy Wholesale Commodities*		All Other			Eliminations			Consolidated
	(In Thousands)
Operating revenues		$9,773,822		$2,719,404		$1,821			($126	)		$12,494,921
Depreciation, amortization, & decommissioning		$1,170,122		$417,435		$3,702			$—			$1,591,259
Interest and investment income		$171,217		$113,959		$22,159			($159,649	)		$147,686
Interest expense		$531,729		$16,646		$120,908			($41,776	)		$627,507
Income taxes		$472,148		$176,988		($59,539	)		$—			$589,597
Consolidated net income (loss)		$846,496		$294,521		($62,887	)		($117,873	)		$960,257
Total assets		$38,295,309		$10,279,500		($654,831	)		($1,392,124	)		$46,527,854
Investment in affiliates - at equity		$199		$36,035		$—			$—			$36,234
Cash paid for long-lived asset additions		$2,113,631		$615,021		$87			$—			$2,728,739

Entergy Corporation and Subsidiaries

Notes to Financial Statements



2013	Utility		Entergy Wholesale Commodities*			All Other			Eliminations			Consolidated
	(In Thousands)
Operating revenues		$9,101,786		$2,312,758			$3,558			($27,155	)		$11,390,947
Depreciation, amortization, & decommissioning		$1,157,843		$341,163			$4,142			$—			$1,503,148
Interest and investment income		$186,724		$137,727			$24,179			($149,330	)		$199,300
Interest expense		$509,173		$16,323			$122,291			($43,750	)		$604,037
Income taxes		$365,917		($77,471	)		($62,465	)		$—			$225,981
Consolidated net income (loss)		$846,215		$42,976			($53,039	)		($105,580	)		$730,572
Total assets		$35,539,585		$9,696,705			($486,438	)		($1,343,406	)		$43,406,446
Investment in affiliates - at equity		$199		$40,151			$—			$—			$40,350
Cash paid for long-lived asset additions		$2,268,083		$626,322			$49			$—			$2,894,454



2012	Utility		Entergy Wholesale Commodities*		All Other			Eliminations			Consolidated
	(In Thousands)
Operating revenues		$8,005,091		$2,326,309		$4,048			($33,369	)		$10,302,079
Depreciation, amortization, & decommissioning		$1,076,845		$248,143		$4,357			$—			$1,329,345
Interest and investment income		$150,292		$105,062		$30,656			($158,234	)		$127,776
Interest expense		$476,485		$17,900		$126,913			($52,014	)		$569,284
Income taxes		$49,340		$61,329		($79,814	)		$—			$30,855
Consolidated net income (loss)		$960,322		$40,427		($26,167	)		($106,219	)		$868,363
Total assets		$35,438,130		$9,623,345		($509,985	)		($1,348,988	)		$43,202,502
Investment in affiliates - at equity		$199		$46,539		$—			$—			$46,738
Cash paid for long-lived asset additions		$3,182,695		$577,652		$619			$—			$3,760,966

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.

Earnings were negatively affected by expenses in 2013 of approximately $110 million ( $70 million after-tax), including approximately $85 million ( $55 million after-tax) for Utility and $25 million ( $15 million after-tax) for Entergy Wholesale Commodities, and expenses in 2014 of approximately $20 million ( $12 million after-tax), including approximately $15 million ( $9 million after-tax) for Utility and $5 million ( $3 million after-tax) for Entergy Wholesale Commodities, recorded in connection with a strategic imperative intended to optimize the organization through a process known as human capital management. In July 2013 management completed a comprehensive review of Entergy’s organization design and processes. This effort resulted in a new internal organization structure, which resulted in the elimination of approximately 800 employee positions. The restructuring costs associated with this phase of human capital management included implementation costs, severance expenses, benefits-related costs, including pension curtailment losses and special termination benefits, and impairments of corporate property, plant, and equipment. The implementation costs, severance costs, and benefits-related costs are included in “Other operation and maintenance” in the consolidated income statements. The property, plant, and equipment impairments are included in “Asset write-offs, impairments, and related charges” in the consolidated income statements. Total restructuring charges were comprised of the following:

Entergy Corporation and Subsidiaries

Notes to Financial Statements



	2013						2014						Remaining Accrual as of December 31, 2014
	Restructuring Costs		Paid In Cash		Non-Cash Portion		Restructuring Costs		Paid In Cash		Non-Cash Portion		Remaining Accrual as of December 31, 2014
	(In Millions)
Implementation costs		$19		$19		$—		$9		$9		$—		$—
Severance costs	45		6		—		11		44		—		6
Benefits-related costs	26		—		26		—		—		—		—
Property, plant, and equipment impairments	20		—		20		—		—		—		—
Total		$110		$25		$46		$20		$53		$—		$6

Geographic Areas

For the years ended December 31, 2014 , 2013 , and 2012 , the amount of revenue Entergy derived from outside of the United States was insignificant. As of December 31, 2014 and 2013 , Entergy had no long-lived assets located outside of the United States.

Registrant Subsidiaries

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

NOTE 14. EQUITY METHOD INVESTMENTS (Entergy Corporation)

As of December 31, 2014 , Entergy owns investments in the following companies that it accounts for under the equity method of accounting:



Investment	Ownership			Description

RS Cogen LLC	50	%	member interest	Co-generation project that produces power and steam on an industrial and merchant basis in the Lake Charles, Louisiana area.

Top Deer	50	%	member interest	Wind-powered electric generation joint venture.

Following is a reconciliation of Entergy’s investments in equity affiliates:



	2014			2013			2012
	(In Thousands)
Beginning of year		$40,350			$46,738			$44,876
Income (loss) from the investments	(5,169		)	(1,702		)	1,162
Dispositions and other adjustments	1,053			(4,686		)	700
End of year		$36,234			$40,350			$46,738

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Transactions with equity method investees

Entergy Gulf States Louisiana purchased approximately $3.2 million in 2013 and $2.8 million in 2012 of electricity generated from Entergy’s share of RS Cogen. Entergy Gulf States Louisiana made no purchases in 2014 of electricity generated from Entergy’s share of RS Cogen. Entergy’s operating transactions with its other equity method investees were not significant in 2014 , 2013 , or 2012 .

NOTE 15. ACQUISITIONS AND DISPOSITIONS (Entergy Corporation, Entergy Arkansas, Entergy Louisiana, and Entergy Mississippi)

Acquisitions

Hot Spring Energy Facility

In November 2012, Entergy Arkansas purchased the Hot Spring Energy Facility, a 620 MW combined-cycle natural gas turbine unit located in Malvern, Arkansas, from KGen Hot Spring LLC for approximately $253 million . The FERC and the APSC approved the transaction.

Hinds Energy Facility

In November 2012, Entergy Mississippi purchased the Hinds Energy Facility, a 450 MW combined-cycle natural gas turbine unit located in Jackson, Mississippi, from KGen Hinds LLC for approximately $206 million . The FERC and the MPSC approved the transaction.

Palisades Purchased Power Agreement

Entergy’s purchase of the Palisades plant in 2007 included a unit-contingent, 15 -year purchased power agreement (PPA) with Consumers Energy for 100% of the plant’s output, excluding any future uprates. Prices under the PPA range from $43.50 /MWh in 2007 to $61.50 /MWh in 2022, and the average price under the PPA is $51 /MWh. For the PPA, which was at below-market prices at the time of the acquisition, Entergy will amortize a liability to revenue over the life of the agreement. The amount that will be amortized each period is based upon the difference between the present value calculated at the date of acquisition of each year’s difference between revenue under the agreement and revenue based on estimated market prices. Amounts amortized to revenue were $16 million in 2014 , $18 million in 2013 , and $17 million in 2012 . The amounts to be amortized to revenue for the next five years will be $15 million in 2015 , $13 million for 2016 , $12 million for 2017 , $8 million for 2018 , and $13 million for 2019 .

NYPA Value Sharing Agreements

Entergy’s purchase of the FitzPatrick and Indian Point 3 plants from NYPA included value sharing agreements with NYPA. In October 2007, Entergy subsidiaries and NYPA amended and restated the value sharing agreements to clarify and amend certain provisions of the original terms. Under the amended value sharing agreements, Entergy subsidiaries made annual payments to NYPA based on the generation output of the Indian Point 3 and FitzPatrick plants from January 2007 through December 2014. Entergy subsidiaries paid NYPA $6.59 per MWh for power sold from Indian Point 3, up to an annual cap of $48 million , and $3.91 per MWh for power sold from FitzPatrick, up to an annual cap of $24 million . The annual payment for each year’s output was due by January 15 of the following year. Entergy recorded the liability for payments to NYPA as power is generated and sold by Indian Point 3 and FitzPatrick. An amount equal to the liability was recorded to the plant asset account as contingent purchase price consideration for the plants. In 2014 , 2013 , and 2012 , Entergy Wholesale Commodities recorded approximately $72 million as plant for generation during each of those years. This amount was depreciated over the expected remaining useful life of the plants.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Dispositions

In November 2013, Entergy sold Entergy Solutions District Energy, a business wholly-owned by Entergy in the Entergy Wholesale Commodities segment that owns and operates district energy assets serving the business districts in Houston and New Orleans. Entergy sold Entergy Solutions District Energy for $140 million and realized a pre-tax gain of $44 million on the sale.

NOTE 16. 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.

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

Entergy Corporation and Subsidiaries

Notes to Financial Statements

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 to manage natural risks inherent in its physical or financial assets or liabilities. 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. The maximum length of time over which Entergy is currently hedging the variability in future cash flows with derivatives for forecasted power transactions at December 31, 2014 is approximately 3 years . Planned generation currently under contract from Entergy Wholesale Commodities nuclear power plants is 86% for 2015 , of which approximately 62% is sold under financial derivatives and the remainder under normal purchase/normal sale contracts. Total planned generation for 2015 is 35 TWh.

Entergy may use standardized master netting agreements to help mitigate the credit risk of derivative instruments. These master agreements facilitate the netting of cash flows associated with a single counterparty and may include collateral requirements. Cash, letters of credit and parental/affiliate guarantees may be obtained as security from counterparties in order to mitigate credit risk. The collateral agreements require a counterparty to post cash or letters of credit in the event an exposure exceeds an established threshold. The threshold represents an unsecured credit limit, which may be supported by a parental/affiliate guaranty, as determined in accordance with Entergy’s credit policy. In addition, collateral agreements allow for termination and liquidation of all positions in the event of a failure or inability to post collateral.

Certain of the agreements to sell the power produced by Entergy Wholesale Commodities power plants contain provisions that require an Entergy subsidiary to provide 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 December 31, 2014 , derivative contracts with 1 counterparty were in a liability position (approximately $1 million total). As of December 31, 2013 , derivative contracts with 9 counterparties were in a liability position (approximately $187 million total). In addition to the corporate guarantee, $47 million in cash collateral was required to be posted. If the Entergy Corporation credit rating falls below investment grade, the effect of the corporate guarantee is typically ignored and Entergy would have to post collateral equal to the estimated outstanding liability under the contract at the applicable date.

Entergy manages fuel price volatility for its Louisiana jurisdictions (Entergy 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 December 31, 2014 is 21,475,000 MMBtu for Entergy, including 8,740,000 MMBtu for Entergy Gulf States Louisiana, 8,810,000 MMBtu for Entergy Louisiana, 3,230,000 MMBtu for Entergy Mississippi, and 695,000 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 December 31, 2014 is 45,196 GWh for Entergy, including 9,844 GWh for Entergy Arkansas, 9,881 GWh for Entergy Gulf States Louisiana, 10,691 GWh for Entergy Louisiana, 5,403 GWh for Entergy Mississippi, 3,633 GWh for Entergy New Orleans, and 5,669 GWh for Entergy Texas. Credit support for FTRs held by the Utility operating

Entergy Corporation and Subsidiaries

Notes to Financial Statements

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 December 31, 2014, letters of credit posted with MISO covered the FTR exposure for Entergy Arkansas and Entergy Mississippi. No cash collateral was required to be posted for FTR exposure for the Utility operating companies or Entergy Wholesale Commodities.

The fair values of Entergy’s derivative instruments in the consolidated balance sheet as of December 31, 2014 are shown in the table below. Certain investments, including those not designated as hedging instruments, are subject to master netting agreements and are presented in the balance sheet on a net basis in accordance with accounting guidance for derivatives and hedging.



Instrument	Balance Sheet Location	Fair Value (a)	Offset (b)	Net (c) (d)	Business
		(In Millions)

Derivatives designated as hedging instruments

Assets:
Electricity swaps and options	Prepayments and other (current portion)	$149	($53)	$96	Entergy Wholesale Commodities
Electricity swaps and options	Other deferred debits and other assets (non-current portion)	$48	$—	$48	Entergy Wholesale Commodities

Liabilities:
Electricity swaps and options	Other current liabilities (current portion)	$24	($24)	$—	Entergy Wholesale Commodities



Derivatives not designated as hedging instruments

Assets:
Electricity swaps and options	Prepayments and other (current portion)	$97	($25)	$72	Entergy Wholesale Commodities
Electricity swaps and options	Other deferred debits and other assets (non-current portion)	$9	($8)	$1	Entergy Wholesale Commodities
FTRs	Prepayments and other	$50	($3)	$47	Utility and Entergy Wholesale Commodities

Liabilities:
Electricity swaps and options	Other current liabilities (current portion)	$57	($55)	$2	Entergy Wholesale Commodities
Electricity swaps and options	Other non-current liabilities (non-current portion)	$8	($8)	$—	Entergy Wholesale Commodities
Natural gas swaps	Other current liabilities	$20	$—	$20	Utility

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 agreements and are presented in the balance sheet on a net basis in accordance with accounting guidance for derivatives and hedging.



Instrument	Balance Sheet Location	Fair Value (a)	Offset (b)	Net (c) (d)	Business
		(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 $25 million held as of December 31, 2014 and $47 million posted and $4 million held as of December 31, 2013 , respectively

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 years ended December 31, 2014 , 2013 , and 2012 are as follows:



Instrument	Amount of gain (loss) recognized in other comprehensive income	Income Statement location	Amount of gain (loss) reclassified from AOCI into income (a)
	(In Millions)		(In Millions)
2014
Electricity swaps and options	$81	Competitive business operating revenues	($193)

2013
Electricity swaps and options	($190)	Competitive business operating revenues	$47

2012
Electricity swaps and options	$111	Competitive business operating revenues	$268


(a)	Before taxes of ($68) million , $18 million , and $94 million , for the years ended December 31, 2014 , 2013 , and 2012 , respectively

At each reporting period, Entergy measures its hedges for ineffectiveness. Any ineffectiveness is recognized in earnings during the period. The ineffective portion of cash flow hedges is recorded in competitive businesses operating revenues. The change in fair value of Entergy’s cash flow hedges due to ineffectiveness was $7 million , ($6) million , and ($14) million for the years ended December 31, 2014 , 2013 , and 2012 , respectively.

Based on market prices as of December 31, 2014 , unrealized gains recorded in AOCI on cash flow hedges relating to power sales totaled $156 million of net unrealized gains. Approximately $109 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.

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.

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 years ended December 31, 2014 , 2013 , and 2012 is as follows:



Instrument	Amount of gain (loss) recognized in AOCI	Income Statement location		Amount of gain (loss) recorded in the income statement
	(In Millions)			(In Millions)
2014
Natural gas swaps	—	Fuel, fuel-related expenses, and gas purchased for resale	(a)	($8)
FTRs	—	Purchased power expense	(b)	$229
Electricity swaps and options	($13)	Competitive business operating revenues		$56

2013
Natural gas swaps	—	Fuel, fuel-related expenses, and gas purchased for resale	(a)	$13
FTRs	—	Purchased power	(b)	$3
Electricity swaps and options	$1	Competitive business operating revenues		($50)

2012
Natural gas swaps	—	Fuel, fuel-related expenses, and gas purchased for resale	(a)	($42)
Electricity swaps and options	$1	Competitive business operating revenues		$1


(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.

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, 2014 and 2013 are as follows:



Instrument	Balance Sheet Location	Fair Value (a)	Registrant
		(In Millions)
2014
Assets:
FTRs	Prepayments and other	$0.7	Entergy Arkansas
FTRs	Prepayments and other	$14.4	Entergy Gulf States Louisiana
FTRs	Prepayments and other	$11.1	Entergy Louisiana
FTRs	Prepayments and other	$3.4	Entergy Mississippi
FTRs	Prepayments and other	$4.1	Entergy New Orleans
FTRs	Prepayments and other	$12.3	Entergy Texas

Liabilities:
Natural gas swaps	Other current liabilities	$8.2	Entergy Gulf States Louisiana
Natural gas swaps	Other current liabilities	$7.6	Entergy Louisiana
Natural gas swaps	Other current liabilities	$2.8	Entergy Mississippi
Natural gas swaps	Other current liabilities	$0.9	Entergy New Orleans

2013
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 December 31, 2014 and 2013, respectively.

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 years ended December 31, 2014 , 2013 , and 2012 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	($3.9)	Entergy Gulf States Louisiana
Natural gas swaps	Fuel, fuel-related expenses, and gas purchased for resale	($1.6)	Entergy Louisiana
Natural gas swaps	Fuel, fuel-related expenses, and gas purchased for resale	($2.5)	Entergy Mississippi
Natural gas swaps	Fuel, fuel-related expenses, and gas purchased for resale	($0.2)	Entergy New Orleans

FTRs	Purchased power	$21.6	Entergy Arkansas
FTRs	Purchased power	$56.3	Entergy Gulf States Louisiana
FTRs	Purchased power	$47.2	Entergy Louisiana
FTRs	Purchased power	$19.0	Entergy Mississippi
FTRs	Purchased power	$16.5	Entergy New Orleans
FTRs	Purchased power	$65.8	Entergy Texas

2013
Natural gas swaps	Fuel, fuel-related expenses, and gas purchased for resale	$4.5	Entergy Gulf States Louisiana
Natural gas swaps	Fuel, fuel-related expenses, and gas purchased for resale	$6.0	Entergy Louisiana
Natural gas swaps	Fuel, fuel-related expenses, and gas purchased for resale	$2.5	Entergy Mississippi
Natural gas swaps	Fuel, fuel-related expenses, and gas purchased for resale	$0.1	Entergy New Orleans

FTRs	Purchased power	($0.1)	Entergy Arkansas
FTRs	Purchased power	$0.3	Entergy Gulf States Louisiana
FTRs	Purchased power	$0.2	Entergy Louisiana
FTRs	Purchased power	$1.0	Entergy Mississippi
FTRs	Purchased power	$1.2	Entergy New Orleans
FTRs	Purchased power	$0.8	Entergy Texas

2012
Natural gas swaps	Fuel, fuel-related expenses, and gas purchased for resale	($12.9)	Entergy Gulf States Louisiana
Natural gas swaps	Fuel, fuel-related expenses, and gas purchased for resale	($16.2)	Entergy Louisiana
Natural gas swaps	Fuel, fuel-related expenses, and gas purchased for resale	($11.2)	Entergy Mississippi
Natural gas swaps	Fuel, fuel-related expenses, and gas purchased for resale	($1.5)	Entergy New Orleans

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Fair Values

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

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

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

Entergy Corporation and Subsidiaries

Notes to Financial Statements

valuations of these assets and liabilities are performed by the Entergy Wholesale Commodities Risk Control group and the Entergy Wholesale Commodities Accounting Policy and External Reporting group. The primary functions of the Entergy Wholesale Commodities Risk Control group include: gathering, validating and reporting market data, providing market risk analyses and valuations in support of Entergy Wholesale Commodities’ commercial transactions, developing and administering protocols for the management of market risks, and implementing and maintaining controls around changes to market data in the energy trading and risk management system. The Risk Control group is also responsible for managing the energy trading and risk management system, forecasting revenues, forward positions and analysis. The Entergy Wholesale Commodities Accounting Policy and External Reporting group performs functions related to market and counterparty settlements, revenue reporting and analysis and financial accounting. The Entergy Wholesale Commodities Risk Control group reports to the Vice President and Treasurer 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 at that date. These derivative contracts include cash flow hedges that swap fixed for floating cash flows for sales of the output from the Entergy Wholesale Commodities business. The fair values are based on the mark-to-market comparison between the fixed contract prices and the floating prices determined each period from quoted forward power market prices. The differences between the fixed price in the swap contract and these market-related prices multiplied by the volume specified in the contract and discounted at the counterparties’ credit adjusted risk free rate are recorded as derivative contract assets or liabilities. For contracts that have unit contingent terms, a further discount is applied based on the historical relationship between contract and market prices for similar contract terms.

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

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

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

Entergy Corporation and Subsidiaries

Notes to Financial Statements

assumptions used in the valuation. The System Planning and Operations Risk Control group reports to the Vice President and Treasurer. The Accounting Policy group reports to the Vice President, Accounting Policy and External Reporting.

The following tables set forth, by level within the fair value hierarchy, Entergy’s assets and liabilities that are accounted for at fair value on a recurring basis as of December 31, 2014 and December 31, 2013 . The assessment of the significance of a particular input to a fair value measurement requires judgment and may affect their placement within the fair value hierarchy levels.



2014	Level 1		Level 2			Level 3		Total
	(In Millions)
Assets:
Temporary cash investments		$1,291		$—			$—		$1,291
Decommissioning trust funds (a):
Equity securities	452		2,834		(b)	—		3,286
Debt securities	880		1,205			—		2,085
Power contracts	—		—			217		217
Securitization recovery trust account	44		—			—		44
Escrow accounts	362		—			—		362
FTRs	—		—			47		47
		$3,029		$4,039			$264		$7,332
Liabilities:
Power contracts		$—		$—			$2		$2
Gas hedge contracts	20		—			—		20
		$20		$—			$2		$22



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 17 to the financial statements for additional information on the investment portfolios.


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

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 years ended December 31, 2014 , 2013 , and 2012 :



	2014						2013						2012
	Power Contracts			FTRs			Power Contracts			FTRs			Power Contracts
	(In Millions)
Balance as of January 1,		($133	)		$34			$178			$—			$312
Realized losses included in earnings	(65		)	—			(38		)	—			(11		)
Unrealized gains (losses) included in earnings	120			2			(35		)	—			(4		)
Unrealized gains (losses) included in OCI	131			—			(204		)	—			140
Unrealized gains included as a regulatory liability / asset	—			119			—			—			—
Issuances of FTRs	—			121			—			37			—
Purchases	17			—			14			—			9
Settlements	145			(229		)	(48		)	(3		)	(268		)
Balance as of December 31,		$215			$47			($133	)		$34			$178

The following table sets forth a description of the types of transactions classified as Level 3 in the fair value hierarchy and significant unobservable inputs to each which cause that classification, as of December 31, 2014 :



Transaction Type	Fair Value as of December 31, 2014	Significant Unobservable Inputs	Range from Average %	Effect on Fair Value
	(In Millions)			(In Millions)
Electricity swaps	$165	Unit contingent discount	+/-3%	$10
Electricity options	$50	Implied volatility	+/-130%	$43

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)

Entergy Corporation and Subsidiaries

Notes to Financial Statements

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

Entergy Arkansas



2014	Level 1		Level 2			Level 3		Total
	(In Millions)
Assets:
Temporary cash investments		$208.0		$—			$—		$208.0
Decommissioning trust funds (a):
Equity securities	7.2		480.1		(b)	—		487.3
Debt securities	72.2		210.4			—		282.6
Securitization recovery trust account	4.1		—			—		4.1
Escrow accounts	12.2		—			—		12.2
FTRs	—		—			0.7		0.7
		$303.7		$690.5			$0.7		$994.9



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

Entergy Gulf States Louisiana



2014	Level 1		Level 2			Level 3		Total
	(In Millions)
Assets:
Temporary cash investments		$109.6		$—			$—		$109.6
Decommissioning trust funds (a):
Equity securities	10.5		385.4		(b)	—		395.9
Debt securities	81.9		159.9			—		241.8
Escrow accounts	90.1		—			—		90.1
FTRs	—		—			14.4		14.4
		$292.1		$545.3			$14.4		$851.8

Liabilities:
Gas hedge contracts		$8.2		$—			$—		$8.2

Entergy Corporation and Subsidiaries

Notes to Financial Statements



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

Entergy Louisiana



2014	Level 1		Level 2			Level 3		Total
	(In Millions)
Assets:
Temporary cash investments		$157.1		$—			$—		$157.1
Decommissioning trust funds (a):
Equity securities	4.8		234.8		(b)	—		239.6
Debt securities	68.7		75.3			—		144.0
Securitization recovery trust account	3.1		—			—		3.1
Escrow accounts	200.1		—			—		200.1
FTRs	—		—			11.1		11.1
		$433.8		$310.1			$11.1		$755.0

Liabilities:
Gas hedge contracts		$7.6		$—			$—		$7.6



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 contracts	2.9		—			—		2.9
FTRs	—		—			5.7		5.7
		$206.2		$272.1			$5.7		$484.0

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Entergy Mississippi



2014	Level 1		Level 2		Level 3		Total
	(In Millions)
Assets:
Temporary cash investments		$60.4		$—		$—		$60.4
Escrow accounts	41.8		—		—		41.8
FTRs	—		—		3.4		3.4
		$102.2		$—		$3.4		$105.6

Liabilities:
Gas hedge contracts		$2.8		$—		$—		$2.8



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

Entergy New Orleans



2014	Level 1		Level 2		Level 3		Total
	(In Millions)
Assets:
Temporary cash investments		$41.4		$—		$—		$41.4
Escrow accounts	18.0		—		—		18.0
FTRs	—		—		4.1		4.1
		$59.4		$—		$4.1		$63.5

Liabilities:
Gas hedge contracts		$0.9		$—		$—		$0.9



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 Corporation and Subsidiaries

Notes to Financial Statements

Entergy Texas



2014	Level 1		Level 2		Level 3		Total
	(In Millions)
Assets :
Temporary cash investments		$28.7		$—		$—		$28.7
Securitization recovery trust account	37.2		—		—		37.2
FTRs	—		—		12.3		12.3
		$65.9		$—		$12.3		$78.2



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		$222.4		$—			$—		$222.4
Decommissioning trust funds (a):
Equity securities	2.0		422.5		(b)	—		424.5
Debt securities	194.2		61.1			—		255.3
		$418.6		$483.6			$—		$902.2



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 and corporate securities. See Note 17 to the financial statements for additional information on the investment portfolios.


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

Entergy Corporation and Subsidiaries

Notes to Financial Statements



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

Balance as of January 1,		$—			$6.7			$5.7			$1.0			$2.0			$18.4
Issuances of FTRs	4.2			37.3			21.5			15.2			8.3			33.2
Unrealized gains (losses) included as a regulatory liability / asset	18.1			26.7			31.1			6.2			10.3			26.5
Settlements	(21.6		)	(56.3		)	(47.2		)	(19.0		)	(16.5		)	(65.8		)
Balance as of December 31,		$0.7			$14.4			$11.1			$3.4			$4.1			$12.3



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

Balance as of January 1,		$—			$—			$—			$—			$—			$—
Issuances of FTRs	—			7.2			6.2			1.1			2.2			20.0
Unrealized gains (losses) included as a regulatory liability / asset	(0.1		)	(0.2		)	(0.3		)	0.9			1.0			(0.8		)
Settlements	0.1			(0.3		)	(0.2		)	(1.0		)	(1.2		)	(0.8		)
Balance as of December 31,		$—			$6.7			$5.7			$1.0			$2.0			$18.4

NOTE 17. 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 Corporation and Subsidiaries

Notes to Financial Statements

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 December 31, 2014 and 2013 are summarized as follows:



	Fair Value		Total Unrealized Gains		Total Unrealized Losses
	(In Millions)
2014
Equity Securities		$3,286		$1,513		$1
Debt Securities	2,085		76		6
Total		$5,371		$1,589		$7



	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 $396 million and $329 million as of December 31, 2014 and 2013 , respectively. The amortized cost of debt securities was $2,019 million as of December 31, 2014 and $1,843 million as of December 31, 2013 . As of December 31, 2014 , the debt securities have an average coupon rate of approximately 3.31% , an average duration of approximately 5.65 years, and an average maturity of approximately 8.45 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 December 31, 2014 :



	Equity Securities				Debt Securities
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	(In Millions)
Less than 12 months		$9		$1		$277		$2
More than 12 months	—		—		163		4
Total		$9		$1		$440		$6

Entergy Corporation and Subsidiaries

Notes to Financial Statements



	Equity Securities				Debt Securities
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	(In Millions)
Less than 12 months		$—		$—		$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 December 31, 2014 and 2013 are as follows:



	2014		2013
	(In Millions)
less than 1 year		$94		$83
1 year - 5 years	783		752
5 years - 10 years	681		620
10 years - 15 years	173		169
15 years - 20 years	79		52
20 years+	275		154
Total		$2,085		$1,830

During the years ended December 31, 2014 , 2013 , and 2012 , proceeds from the dispositions of securities amounted to $1,872 million , $2,032 million , and $2,074 million , respectively. During the years ended December 31, 2014 , 2013 , and 2012 , gross gains of $39 million , $91 million , and $39 million , respectively, and gross losses of $8 million , $11 million , and $7 million , respectively, were reclassified out of other comprehensive income into earnings.

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 December 31, 2014 and 2013 are summarized as follows:



	Fair Value		Total Unrealized Gains		Total Unrealized Losses
	(In Millions)
2014
Equity Securities		$487.3		$248.9		$—
Debt Securities	282.6		6.2		1.1
Total		$769.9		$255.1		$1.1
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 $277.4 million as of December 31, 2014 and $248.9 million as of December 31, 2013 . As of December 31, 2014 , the debt securities have an average coupon rate of approximately 2.55% , an average duration of approximately 4.68 years, and an average maturity of approximately 5.32 years. The equity securities are generally held in funds that are designed to approximate the return of the Standard & Poor’s 500 Index. A relatively small percentage of the equity securities are held in funds intended to replicate the return of the Wilshire 4500 Index.



	Equity Securities				Debt Securities
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	(In Millions)
Less than 12 months		$0.1		$—		$56.5		$0.3
More than 12 months	—		—		34.8		0.8
Total		$0.1		$—		$91.3		$1.1



	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

Entergy Corporation and Subsidiaries

Notes to Financial Statements

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



	2014		2013
	(In Millions)
less than 1 year		$14.9		$8.1
1 year - 5 years	127.3		110.9
5 years - 10 years	128.2		118.0
10 years - 15 years	1.7		3.9
15 years - 20 years	1.0		0.9
20 years+	9.5		5.8
Total		$282.6		$247.6

During the years ended December 31, 2014 , 2013 , and 2012 , proceeds from the dispositions of securities amounted to $181.5 million , $266.4 million , and $144.3 million , respectively. During the years ended December 31, 2014 , 2013 , and 2012 , gross gains of $8.7 million , $16.8 million , and $3.4 million , respectively, and gross losses of $0.3 million , $0.6 million , and $0.1 million , respectively, were recorded in 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 December 31, 2014 and 2013 are summarized as follows:



	Fair Value		Total Unrealized Gains		Total Unrealized Losses
	(In Millions)
2014
Equity Securities		$395.9		$177.6		$—
Debt Securities	241.8		11.9		0.3
Total		$637.7		$189.5		$0.3
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 $231.5 million as of December 31, 2014 and $199.1 million as of December 31, 2013 . As of December 31, 2014 , the debt securities have an average coupon rate of approximately 4.40% , an average duration of approximately 5.87 years, and an average maturity of approximately 11.13 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.

Entergy Corporation and Subsidiaries

Notes to Financial Statements



	Equity Securities				Debt Securities
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	(In Millions)
Less than 12 months		$0.1		$—		$14.0		$0.1
More than 12 months	—		—		15.0		0.2
Total		$0.1		$—		$29.0		$0.3



	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 December 31, 2014 and 2013 are as follows:



	2014		2013
	(In Millions)
less than 1 year		$6.4		$7.9
1 year - 5 years	59.8		51.2
5 years - 10 years	68.3		75.5
10 years - 15 years	43.6		55.8
15 years - 20 years	14.8		4.6
20 years+	48.9		7.9
Total		$241.8		$202.9

During the years ended December 31, 2014 , 2013 , and 2012 , proceeds from the dispositions of securities amounted to $173.5 million , $193.8 million , and $131.0 million , respectively. During the years ended December 31, 2014 , 2013 , and 2012 , gross gains of $1.9 million , $16.0 million , and $6.7 million , respectively, and gross losses of $0.3 million , $0.1 million , and $0.04 million , respectively, were recorded in earnings.

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 December 31, 2014 and 2013 are summarized as follows:



	Fair Value		Total Unrealized Gains		Total Unrealized Losses
	(In Millions)
2014
Equity Securities		$239.6		$116.7		$—
Debt Securities	144.0		6.9		0.4
Total		$383.6		$123.6		$0.4
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 $137.9 million as of December 31, 2014 and $120.6 million as of December 31, 2013 . As of December 31, 2014 , the debt securities have an average coupon rate of approximately 3.05% , an average duration of approximately 5.39 years, and an average maturity of approximately 8.39 years. The equity securities are generally held in funds that are designed to approximate the return of the Standard & Poor’s 500 Index. A relatively small percentage of the equity securities are held in funds intended to replicate the return of the Wilshire 4500 Index.



	Equity Securities				Debt Securities
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	(In Millions)
Less than 12 months		$0.1		$—		$19.1		$0.1
More than 12 months	—		—		12.1		0.3
Total		$0.1		$—		$31.2		$0.4



	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

Entergy Corporation and Subsidiaries

Notes to Financial Statements

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



	2014		2013
	(In Millions)
less than 1 year		$5.6		$14.8
1 year - 5 years	58.2		41.9
5 years - 10 years	44.2		37.0
10 years - 15 years	7.3		6.6
15 years - 20 years	9.4		6.2
20 years+	19.3		16.6
Total		$144.0		$123.1

During the years ended December 31, 2014 , 2013 , and 2012 , proceeds from the dispositions of securities amounted to $43.2 million , $109.9 million , and $27.6 million , respectively. During the years ended December 31, 2014 , 2013 , and 2012 , gross gains of $0.3 million , $6.0 million , and $0.2 million , respectively, and gross losses of $0.02 million , $0.1 million , and $0.04 million , respectively, were recorded in earnings.

System Energy

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



	Fair Value		Total Unrealized Gains		Total Unrealized Losses
	(In Millions)
2014
Equity Securities		$424.5		$188.0		$—
Debt Securities	255.3		5.9		0.3
Total		$679.8		$193.9		$0.3
2013
Equity Securities		$380.0		$150.8		$—
Debt Securities	223.9		3.5		1.8
Total		$603.9		$154.3		$1.8

The amortized cost of debt securities was $251 million as of December 31, 2014 and $223.4 million as of December 31, 2013 . As of December 31, 2014 , the debt securities have an average coupon rate of approximately 2.23% , an average duration of approximately 4.48 years, and an average maturity of approximately 5.95 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.

Entergy Corporation and Subsidiaries

Notes to Financial Statements



	Equity Securities				Debt Securities
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	(In Millions)
Less than 12 months		$0.1		$—		$51.6		$0.2
More than 12 months	—		—		6.5		0.1
Total		$0.1		$—		$58.1		$0.3



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

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



	2014		2013
	(In Millions)
less than 1 year		$33.5		$5.5
1 year - 5 years	139.7		144.9
5 years - 10 years	53.5		44.3
10 years - 15 years	3.4		9.3
15 years - 20 years	3.2		1.6
20 years+	22.0		18.3
Total		$255.3		$223.9

During the years ended December 31, 2014 , 2013 , and 2012 , proceeds from the dispositions of securities amounted to $392.9 million , $215.5 million , and $349.4 million , respectively. During the years ended December 31, 2014 , 2013 , and 2012 , gross gains of $1.8 million , $1.5 million , and $3.6 million , respectively, and gross losses of $0.9 million , $1.3 million , and $0.3 million , respectively, were recorded in earnings.

Other-than-temporary impairments and unrealized gains and losses

Entergy Corporation and Subsidiaries

Notes to Financial Statements

of its amortized costs. Further, if Entergy does not expect to recover the entire amortized cost basis of the debt security, an other-than-temporary impairment is considered to have occurred and it is measured by the present value of cash flows expected to be collected less the amortized cost basis (credit loss). Entergy did not have any material other-than-temporary impairments relating to credit losses on debt securities for the years ended December 31, 2014 , 2013 , and 2012 . The assessment of whether an investment in an equity security has suffered an other-than-temporary impairment continues to be based on a number of factors including, first, whether Entergy has the ability and intent to hold the investment to recover its value, the duration and severity of any losses, and, then, whether it is expected that the investment will recover its value within a reasonable period of time. Entergy’s trusts are managed by third parties who operate in accordance with agreements that define investment guidelines and place restrictions on the purchases and sales of investments. Entergy did not record material charges to other income in 2014 , 2013 , and 2012 , respectively, resulting from the recognition of the other-than-temporary impairment of certain equity securities held in its decommissioning trust funds.

NOTE 18. VARIABLE INTEREST ENTITIES (Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

Under applicable authoritative accounting guidance, a variable interest entity (VIE) is an entity that conducts a business or holds property that possesses any of the following characteristics: an insufficient amount of equity at risk to finance its activities, equity owners who do not have the power to direct the significant activities of the entity (or have voting rights that are disproportionate to their ownership interest), or where equity holders do not receive expected losses or returns. An entity may have an interest in a VIE through ownership or other contractual rights or obligations, and is required to consolidate a VIE if it is the VIE’s primary beneficiary. The primary beneficiary of a VIE is the entity that has the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance, and has the obligation to absorb losses or has the right to residual returns that would potentially be significant to the entity.

Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, and System Energy consolidate the respective companies from which they lease nuclear fuel, usually in a sale and leaseback transaction. This is because Entergy directs the nuclear fuel companies with respect to nuclear fuel purchases, assists the nuclear fuel companies in obtaining financing, and, if financing cannot be arranged, the lessee (Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, or System Energy) is responsible to repurchase nuclear fuel to allow the nuclear fuel company (the VIE) to meet its obligations. During the term of the arrangements, none of the Entergy operating companies have been required to provide financial support apart from their scheduled lease payments. See Note 4 to the financial statements for details of the nuclear fuel companies’ credit facility and commercial paper borrowings and long-term debt that are reported by Entergy, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, and System Energy. These amounts also represent Entergy’s and the respective Registrant Subsidiary’s maximum exposure to losses associated with their respective interests in the nuclear fuel companies.

Entergy Gulf States Reconstruction Funding I, LLC, and Entergy Texas Restoration Funding, LLC, companies wholly-owned and consolidated by Entergy Texas, are variable interest entities and Entergy Texas is the primary beneficiary. In June 2007, Entergy Gulf States Reconstruction Funding issued senior secured transition bonds (securitization bonds) to finance Entergy Texas’s Hurricane Rita reconstruction costs. In November 2009, Entergy Texas Restoration Funding issued senior secured transition bonds (securitization bonds) to finance Entergy Texas’s Hurricane Ike and Hurricane Gustav restoration costs. With the proceeds, the variable interest entities purchased from Entergy Texas the transition property, which is the right to recover from customers through a transition charge amounts sufficient to service the securitization bonds. The transition property is reflected as a regulatory asset on the consolidated Entergy Texas balance sheet. The creditors of Entergy Texas do not have recourse to the assets or revenues of the variable interest entities, including the transition property, and the creditors of the variable interest entities do not have recourse to the assets or revenues of Entergy Texas. Entergy Texas has no payment obligations to the variable interest entities except to remit transition charge collections. See Note 5 to the financial statements for additional details regarding the securitization bonds.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Entergy Arkansas Restoration Funding, LLC, a company wholly-owned and consolidated by Entergy Arkansas, is a variable interest entity and Entergy Arkansas is the primary beneficiary. In August 2010, Entergy Arkansas Restoration Funding issued storm cost recovery bonds to finance Entergy Arkansas’s January 2009 ice storm damage restoration costs. With the proceeds, Entergy Arkansas Restoration Funding purchased from Entergy Arkansas the storm recovery property, which is the right to recover from customers through a storm recovery charge amounts sufficient to service the securitization bonds. The storm recovery property is reflected as a regulatory asset on the consolidated Entergy Arkansas balance sheet. The creditors of Entergy Arkansas do not have recourse to the assets or revenues of Entergy Arkansas Restoration Funding, including the storm recovery property, and the creditors of Entergy Arkansas Restoration Funding do not have recourse to the assets or revenues of Entergy Arkansas. Entergy Arkansas has no payment obligations to Entergy Arkansas Restoration Funding except to remit storm recovery charge collections. See Note 5 to the financial statements for additional details regarding the storm cost recovery bonds.

Entergy Louisiana Investment Recovery Funding I, L.L.C., a company wholly-owned and consolidated by Entergy Louisiana, is a variable interest entity and Entergy Louisiana is the primary beneficiary. In September 2011, Entergy Louisiana Investment Recovery Funding issued investment recovery bonds to recover Entergy Louisiana’s investment recovery costs associated with the canceled Little Gypsy repowering project. With the proceeds, Entergy Louisiana Investment Recovery Funding purchased from Entergy Louisiana the investment recovery property, which is the right to recover from customers through an investment recovery charge amounts sufficient to service the bonds. The investment recovery property is reflected as a regulatory asset on the consolidated Entergy Louisiana balance sheet. The creditors of Entergy Louisiana do not have recourse to the assets or revenues of Entergy Louisiana Investment Recovery Funding, including the investment recovery property, and the creditors of Entergy Louisiana Investment Recovery Funding do not have recourse to the assets or revenues of Entergy Louisiana. Entergy Louisiana has no payment obligations to Entergy Louisiana Investment Recovery Funding except to remit investment recovery charge collections. See Note 5 to the financial statements for additional details regarding the investment recovery bonds.

Entergy Louisiana and System Energy are also considered to each hold a variable interest in the lessors from which they lease undivided interests in the Waterford 3 and Grand Gulf nuclear plants, respectively. Entergy Louisiana and System Energy are the lessees under these arrangements, which are described in more detail in Note 10 to the financial statements. Entergy Louisiana made payments on its lease, including interest, of $31.0 million in 2014 , $26.3 million in 2013 , and $39.1 million in 2012 . System Energy made payments on its lease, including interest, of $51.6 million in 2014 , $50.5 million in 2013 , and $50.0 million in 2012 . The lessors are banks acting in the capacity of owner trustee for the benefit of equity investors in the transactions pursuant to trust agreements entered solely for the purpose of facilitating the lease transactions. It is possible that Entergy Louisiana and System Energy may be considered as the primary beneficiary of the lessors, but Entergy is unable to apply the authoritative accounting guidance with respect to these VIEs because the lessors are not required to, and could not, provide the necessary financial information to consolidate the lessors. Because Entergy accounts for these leasing arrangements as capital financings, however, Entergy believes that consolidating the lessors would not materially affect the financial statements. In the unlikely event of default under a lease, remedies available to the lessor include payment by the lessee of the fair value of the undivided interest in the plant, payment of the present value of the basic rent payments, or payment of a predetermined casualty value. Entergy believes, however, that the obligations recorded on the balance sheets materially represent each company’s potential exposure to loss.

Entergy has also reviewed various lease arrangements, power purchase agreements, and other agreements in which it holds a variable interest. In these cases, Entergy has determined that it is not the primary beneficiary of the related VIE because it does not have the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance, or it does not have the obligation to absorb losses or the right to residual returns that would potentially be significant to the entity, or both.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

NOTE 19. TRANSACTIONS WITH AFFILIATES (Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

Each Registrant Subsidiary purchases electricity from or sells electricity to the other Registrant Subsidiaries, or both, under rate schedules filed with FERC. The Registrant Subsidiaries receive management, technical, advisory, operating, and administrative services from Entergy Services; and receive management, technical, and operating services from Entergy Operations. These transactions are on an “at cost” basis. In addition, Entergy Power sold electricity to Entergy Arkansas, Entergy Louisiana, and Entergy New Orleans prior to the expiration of the contract in 2013. RS Cogen sells electricity to Entergy Gulf States Louisiana.

As described in Note 1 to the financial statements, all of System Energy’s operating revenues consist of billings to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans.

As described in Note 4 to the financial statements, the Registrant Subsidiaries participate in Entergy’s money pool and earn interest income from the money pool. As described in Note 2 to the financial statements, Entergy Gulf States Louisiana and Entergy Louisiana receive preferred membership distributions from Entergy Holdings Company.

The tables below contain the various affiliate transactions of the Utility operating companies, System Energy, and other Entergy affiliates.

Intercompany Revenues



	Entergy Arkansas		Entergy Gulf States Louisiana		Entergy Louisiana		Entergy Mississippi		Entergy New Orleans		Entergy Texas		System Energy
	(In Millions)
2014		$131.2		$418.0		$258.5		$169.8		$76.8		$316.1		$664.4
2013		$349.9		$383.1		$114.9		$107.3		$27.0		$369.4		$735.1
2012		$324.0		$380.6		$138.2		$36.1		$43.9		$313.2		$622.1

Intercompany Operating Expenses



	Entergy Arkansas		Entergy Gulf States Louisiana		Entergy Louisiana		Entergy Mississippi		Entergy New Orleans		Entergy Texas		System Energy
	(In Millions)
	(a)		(b)		(c)				(d)
2014		$596.6		$773.1		$490.9		$367.6		$241.5		$445.3		$156.7
2013		$656.1		$672.8		$667.6		$399.0		$279.6		$418.1		$175.2
2012		$580.7		$532.3		$597.4		$352.7		$247.2		$386.1		$147.4


(a)	Includes power purchased from Entergy Power of $3.3 million in 2013 and $1.4 million in 2012 . The contract with Entergy Power expired in May 2013.


(b)	Includes power purchased from RS Cogen of $3.2 million in 2013 and $2.8 million in 2012 .


(c)	Includes power purchased from Entergy Power of $8.1 million in 2013 and $14.3 million in 2012 . The contract with Entergy Power expired in May 2013.


(d)	Includes power purchased from Entergy Power of $8 million in 2013 and $14.1 million in 2012 . The contract with Entergy Power expired in May 2013.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Intercompany Interest and Investment Income



	Entergy Arkansas		Entergy Gulf States Louisiana		Entergy Louisiana		Entergy Mississippi		Entergy New Orleans		Entergy Texas		System Energy
	(In Millions)
2014		$—		$30.3		$87.6		$—		$—		$—		$—
2013		$—		$27.5		$78.2		$—		$—		$—		$—
2012		$—		$28.2		$78.2		$—		$—		$0.1		$—

NOTE 20. QUARTERLY FINANCIAL DATA (UNAUDITED) (Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

Operating results for the four quarters of 2014 and 2013 for Entergy Corporation and subsidiaries were:



	Operating Revenues		Operating Income		Consolidated Net Income		Net Income Attributable to Entergy Corporation
	(In Thousands)
2014:
First Quarter		$3,208,843		$739,877		$406,053		$401,174
Second Quarter		$2,996,650		$454,477		$194,281		$189,383
Third Quarter		$3,458,110		$492,859		$234,916		$230,037
Fourth Quarter		$2,831,318		$319,674		$125,006		$120,127
2013:
First Quarter		$2,608,874		$394,045		$166,982		$161,400
Second Quarter		$2,738,208		$346,512		$168,055		$163,723
Third Quarter		$3,351,959		$388,894		$244,182		$239,850
Fourth Quarter		$2,691,906		$225,548		$151,353		$146,929

Earnings per Average Common Share



	2014				2013
	Basic		Diluted		Basic		Diluted
First Quarter		$2.24		$2.24		$0.91		$0.90
Second Quarter		$1.06		$1.05		$0.92		$0.92
Third Quarter		$1.28		$1.27		$1.35		$1.34
Fourth Quarter		$0.67		$0.66		$0.82		$0.82

As discussed in more detail in Note 1 to the financial statements, operating results for 2014 include $154 million ( $100 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 assumptions regarding the timing of decommissioning cash flows and severance and employee retention costs. Results of operations for 2014 also include the $56.2 million ( $36.7 million after-tax) write-off of Entergy Mississippi’s regulatory asset associated with new nuclear generation development costs as a result of a joint stipulation entered into with the Mississippi Public Utilities Staff, subsequently approved by the MPSC, in which Entergy Mississippi agreed not to pursue recovery of

Entergy Corporation and Subsidiaries

Notes to Financial Statements

the costs deferred by an MPSC order in the new nuclear generation docket. See Note 2 to the financial statements for further discussion of the new nuclear generation development costs and the joint stipulation.

Results of operations for 2013 include $322 million ( $202 million after-tax) of impairment and other related charges primarily to write down the carrying value of Vermont Yankee and related assets to their fair values. See Note 1 to the financial statements for further discussion of the charges. Also, as discussed in more detail in Note 13 to the financial statements, operating results include approximately $110 million ( $70 million after-tax) in costs in 2013 associated with the human capital management strategic imperative, primarily implementation costs, severance expenses, pension curtailment losses, and special termination benefits expense. In December 2013, Entergy deferred for future recovery approximately $45 million ( $30 million after-tax) of these costs in the Arkansas and Louisiana jurisdictions, as approved by the APSC and the LPSC, respectively.

The business of the Utility operating companies is subject to seasonal fluctuations with the peak periods occurring during the third quarter. Operating results for the Registrant Subsidiaries for the four quarters of 2014 and 2013 were:

Operating Revenues



	Entergy Arkansas		Entergy Gulf States Louisiana		Entergy Louisiana		Entergy Mississippi		Entergy New Orleans		Entergy Texas		System Energy
	(In Thousands)
2014:
First Quarter		$514,981		$513,295		$623,494		$348,196		$186,567		$440,256		$157,667
Second Quarter		$511,522		$554,034		$736,408		$370,638		$169,989		$482,932		$163,830
Third Quarter		$627,153		$610,493		$870,181		$425,341		$182,971		$528,508		$172,151
Fourth Quarter		$518,735		$473,104		$595,798		$380,018		$150,558		$400,286		$170,716
2013:
First Quarter		$542,392		$419,955		$606,085		$291,641		$146,466		$306,173		$168,578
Second Quarter		$508,653		$492,361		$635,805		$326,039		$142,841		$455,100		$172,177
Third Quarter		$647,671		$558,331		$782,789		$397,833		$178,641		$526,978		$192,679
Fourth Quarter		$491,443		$470,486		$602,256		$319,027		$152,208		$440,548		$201,655

Operating Income (Loss)



	Entergy Arkansas		Entergy Gulf States Louisiana		Entergy Louisiana		Entergy Mississippi		Entergy New Orleans			Entergy Texas		System Energy
	(In Thousands)
2014:
First Quarter		$66,360		$82,576		$85,057		$57,132		$15,281			$43,056		$52,029
Second Quarter		$68,970		$70,350		$100,176		$59,063		$12,862			$53,158		$56,547
Third Quarter		$115,357		$96,698		$160,595		$9,403		$24,866			$82,911		$58,484
Fourth Quarter		$19,317		$43,766		$38,615		$61,162		($539	)		$29,590		$54,056
2013:
First Quarter		$43,314		$52,083		$64,728		$37,123		$4,272			$26,277		$52,052
Second Quarter		$80,942		$53,856		$88,691		$46,809		$3,627			$38,355		$51,632
Third Quarter		$157,681		$85,284		$145,847		$70,186		$15,895			$79,430		$52,029
Fourth Quarter		$23,123		$56,114		$56,128		$36,112		$3,070			$30,071		$47,367

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Net Income (Loss)



	Entergy Arkansas		Entergy Gulf States Louisiana		Entergy Louisiana		Entergy Mississippi			Entergy New Orleans		Entergy Texas		System Energy
	(In Thousands)
2014:
First Quarter		$28,370		$46,472		$58,378		$25,839			$8,294		$13,165		$24,619
Second Quarter		$29,005		$36,171		$69,667		$26,564			$6,374		$18,585		$25,931
Third Quarter		$62,980		$55,535		$123,821		($6,464	)		$13,932		$39,559		$26,730
Fourth Quarter		$1,037		$24,313		$31,665		$28,882			$107		$3,495		$19,054
2013:
First Quarter		$14,719		$27,165		$45,376		$13,934			$1,307		$922		$28,006
Second Quarter		$40,483		$29,720		$61,377		$18,954			$598		$10,953		$27,734
Third Quarter		$82,577		$62,642		$100,597		$33,813			$8,086		$35,801		$35,105
Fourth Quarter		$24,169		$42,135		$45,114		$15,458			$1,692		$10,205		$22,819

Earnings (Loss) Applicable to Common Equity



	Entergy Arkansas			Entergy Gulf States Louisiana		Entergy Louisiana		Entergy Mississippi			Entergy New Orleans
	(In Thousands)
2014:
First Quarter		$26,652			$46,266		$56,640		$25,132			$8,053
Second Quarter		$27,287			$35,962		$67,910		$25,857			$6,133
Third Quarter		$61,262			$55,329		$122,083		($7,171	)		$13,691
Fourth Quarter		($682	)		$24,107		$29,929		$28,175			($135	)
2013:
First Quarter		$13,001			$26,959		$43,638		$13,227			$1,066
Second Quarter		$38,765			$29,514		$59,639		$18,247			$357
Third Quarter		$80,859			$62,436		$98,859		$33,106			$7,845
Fourth Quarter		$22,450			$41,928		$43,378		$14,751			$1,450

Exhibit 99.3



ENTERGY GULF STATES LOUISIANA, L.L.C.
INCOME STATEMENTS
For the Three and Six Months Ended June 30, 2015 and 2014
(Unaudited)

	Three Months Ended						Six Months Ended
	2015			2014			2015			2014
	(In Thousands)						(In Thousands)
OPERATING REVENUES
Electric		$461,309			$540,606			$923,705			$1,022,028
Natural gas	10,270			13,428			34,651			45,301
TOTAL	471,579			554,034			958,356			1,067,329

OPERATING EXPENSES
Operation and Maintenance:
Fuel, fuel-related expenses, and gas purchased for resale	44,446			88,471			121,160			147,676
Purchased power	183,582			233,207			349,463			452,915
Nuclear refueling outage expenses	5,483			5,332			10,188			10,605
Other operation and maintenance	107,506			95,579			199,453			182,676
Decommissioning	4,345			4,181			8,631			8,302
Taxes other than income taxes	20,680			20,737			43,549			41,746
Depreciation and amortization	39,593			38,732			78,383			76,974
Other regulatory charges (credits) - net	43			(2,555		)	2,239			(6,491		)
TOTAL	405,678			483,684			813,066			914,403

OPERATING INCOME	65,901			70,350			145,290			152,926

OTHER INCOME
Allowance for equity funds used during construction	1,270			1,695			3,313			3,341
Interest and investment income	9,078			7,436			22,689			17,493
Miscellaneous - net	(1,807		)	(3,649		)	(2,544		)	(5,367		)
TOTAL	8,541			5,482			23,458			15,467

INTEREST EXPENSE
Interest expense	21,890			20,292			43,830			40,570
Allowance for borrowed funds used during construction	(759		)	(1,160		)	(2,026		)	(1,921		)
TOTAL	21,131			19,132			41,804			38,649

INCOME BEFORE INCOME TAXES	53,311			56,700			126,944			129,744

Income taxes	19,348			20,529			39,136			47,101

NET INCOME	33,963			36,171			87,808			82,643

Preferred distribution requirements and other	206			209			412			415

EARNINGS APPLICABLE TO COMMON EQUITY		$33,757			$35,962			$87,396			$82,228

See Notes to Financial Statements.



ENTERGY GULF STATES LOUISIANA, L.L.C.
STATEMENTS OF COMPREHENSIVE INCOME
For the Three and Six Months Ended June 30, 2015 and 2014
(Unaudited)

	Three Months Ended				Six Months Ended
	2015		2014		2015		2014
	(In Thousands)				(In Thousands)

Net Income		$33,963		$36,171		$87,808		$82,643
Other comprehensive income
Pension and other postretirement liabilities
(net of tax expense of $274, $85, $563, and $186)	438		137		860		259
Other comprehensive income	438		137		860		259
Comprehensive Income		$34,401		$36,308		$88,668		$82,902

See Notes to Financial Statements.



ENTERGY GULF STATES LOUISIANA, L.L.C.
STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2015 and 2014
(Unaudited)
	2015			2014
	(In Thousands)
OPERATING ACTIVITIES
Net income		$87,808			$82,643
Adjustments to reconcile net income to net cash flow provided by operating activities:
Depreciation, amortization, and decommissioning, including nuclear fuel amortization	108,295			116,122
Deferred income taxes, investment tax credits, and non-current taxes accrued	15,937			45,579
Changes in working capital:
Receivables	(39,416		)	(59,914		)
Fuel inventory	(7,955		)	2,003
Accounts payable	22,846			51,357
Prepaid taxes and taxes accrued	45,262			23,211
Interest accrued	(1,049		)	(1,001		)
Deferred fuel costs	(2,420		)	(16,332		)
Other working capital accounts	(26,805		)	(3,992		)
Changes in provisions for estimated losses	(1,626		)	(3,335		)
Changes in other regulatory assets	19,147			4,671
Changes in pension and other postretirement liabilities	(8,035		)	(6,130		)
Other	(10,442		)	(19,417		)
Net cash flow provided by operating activities	201,547			215,465

INVESTING ACTIVITIES
Construction expenditures	(159,500		)	(125,851		)
Allowance for equity funds used during construction	3,313			3,341
Nuclear fuel purchases	(97,985		)	(20,821		)
Proceeds from the sale of nuclear fuel	—			54,642
Payment to storm reserve escrow account	(42		)	(7		)
Increase in investments	(32,300		)	—
Proceeds from nuclear decommissioning trust fund sales	53,358			75,419
Investment in nuclear decommissioning trust funds	(62,290		)	(82,861		)
Changes in money pool receivable - net	(4,064		)	(10,876		)
Net cash flow used in investing activities	(299,510		)	(107,014		)

FINANCING ACTIVITIES
Changes in credit borrowings - net	32,900			(14,800		)
Distributions paid:
Common equity	—			(77,845		)
Preferred membership interests	(412		)	(412		)
Other	(12,902		)	16,052
Net cash flow provided by (used in) financing activities	19,586			(77,005		)

Net increase (decrease) in cash and cash equivalents	(78,377		)	31,446
Cash and cash equivalents at beginning of period	162,963			15,581
Cash and cash equivalents at end of period		$84,586			$47,027

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized		$43,439			$40,141
Income taxes		$5,537			$5,700

See Notes to Financial Statements.



ENTERGY GULF STATES LOUISIANA, L.L.C.
BALANCE SHEETS
ASSETS
June 30, 2015 and December 31, 2014
(Unaudited)
	2015			2014
	(In Thousands)
CURRENT ASSETS
Cash and cash equivalents:
Cash		$7,289			$53,394
Temporary cash investments	77,297			109,569
Total cash and cash equivalents	84,586			162,963
Accounts receivable:
Customer	74,073			67,006
Allowance for doubtful accounts	(1,575		)	(625		)
Associated companies	101,147			86,966
Other	29,930			18,379
Accrued unbilled revenues	65,710			54,079
Total accounts receivable	269,285			225,805
Fuel inventory - at average cost	24,162			16,207
Materials and supplies - at average cost	119,814			121,237
Deferred nuclear refueling outage costs	35,787			7,416
Prepaid taxes	—			24,058
Prepayments and other	61,654			21,064
TOTAL	595,288			578,750

OTHER PROPERTY AND INVESTMENTS
Investment in affiliate preferred membership interests	355,906			355,906
Decommissioning trust funds	644,587			637,744
Non-utility property - at cost (less accumulated depreciation)	199,047			193,407
Storm reserve escrow account	90,103			90,061
Other	15,640			14,887
TOTAL	1,305,283			1,292,005

UTILITY PLANT
Electric	7,719,556			7,600,730
Natural gas	152,514			148,586
Construction work in progress	135,769			127,436
Nuclear fuel	210,467			131,901
TOTAL UTILITY PLANT	8,218,306			8,008,653
Less - accumulated depreciation and amortization	4,229,138			4,176,242
UTILITY PLANT - NET	3,989,168			3,832,411

DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
Regulatory asset for income taxes - net	160,117			161,714
Other regulatory assets	408,831			426,381
Deferred fuel costs	100,124			100,124
Other	13,283			12,438
TOTAL	682,355			700,657

TOTAL ASSETS		$6,572,094			$6,403,823

See Notes to Financial Statements.



ENTERGY GULF STATES LOUISIANA, L.L.C.
BALANCE SHEETS
LIABILITIES AND EQUITY
June 30, 2015 and December 31, 2014
(Unaudited)
	2015			2014
	(In Thousands)
CURRENT LIABILITIES
Currently maturing long-term debt		$64,855			$31,955
Accounts payable:
Associated companies	106,343			102,933
Other	129,962			108,874
Customer deposits	57,940			56,749
Taxes accrued	21,204			—
Accumulated deferred income taxes	33,668			21,095
Interest accrued	26,026			27,075
Deferred fuel costs	8,160			10,580
Other	51,901			44,517
TOTAL	500,059			403,778

NON-CURRENT LIABILITIES
Accumulated deferred income taxes and taxes accrued	1,602,502			1,601,032
Accumulated deferred investment tax credits	70,861			72,277
Other regulatory liabilities	175,355			176,305
Decommissioning and asset retirement cost liabilities	459,795			446,619
Accumulated provisions	105,359			106,985
Pension and other postretirement liabilities	392,967			401,144
Long-term debt	1,590,986			1,590,862
Long-term payables - associated companies	25,351			26,156
Other	130,055			148,102
TOTAL	4,553,231			4,569,482

Commitments and Contingencies

EQUITY
Preferred membership interests without sinking fund	10,000			10,000
Member's equity	1,561,291			1,473,910
Accumulated other comprehensive loss	(52,487		)	(53,347		)
TOTAL	1,518,804			1,430,563

TOTAL LIABILITIES AND EQUITY		$6,572,094			$6,403,823

See Notes to Financial Statements.



ENTERGY GULF STATES LOUISIANA, L.L.C.
STATEMENTS OF CHANGES IN EQUITY
For the Six Months Ended June 30, 2015 and 2014
(Unaudited)

			Common Equity
	Preferred Membership Interests		Member's Equity			Accumulated Other Comprehensive Income (Loss)			Total
	(In Thousands)

Balance at December 31, 2013		$10,000		$1,479,179			($28,202	)		$1,460,977

Net income	—		82,643			—			82,643
Other comprehensive income	—		—			259			259
Distributions declared on common equity	—		(77,845		)	—			(77,845		)
Distributions declared on preferred membership interests	—		(415		)	—			(415		)
Other	—		(18		)	—			(18		)

Balance at June 30, 2014		$10,000		$1,483,544			($27,943	)		$1,465,601


Balance at December 31, 2014		$10,000		$1,473,910			($53,347	)		$1,430,563

Net income	—		87,808			—			87,808
Other comprehensive income	—		—			860			860
Distributions declared on preferred membership interests	—		(412		)	—			(412		)
Other	—		(15		)	—			(15		)

Balance at June 30, 2015		$10,000		$1,561,291			($52,487	)		$1,518,804

See Notes to Financial Statements.

Exhibit 99.4

** Notes to Financial Statements were originally prepared and filed on a combined basis with Entergy Corporation, Entergy Arkansas, Inc., Entergy Louisiana, LLC, Entergy Mississippi, Inc., Entergy New Orleans, Inc., Entergy Texas, Inc., and System Energy Resources, Inc. in such registrants’ Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015.

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 NRC Reviews

See Note 8 to the financial statements in the Form 10-K for a discussion of the ANO stator incident and subsequent NRC reviews.

As discussed in the Form 10-K, in January 2015 the NRC issued its final risk significance determination for the flood barrier violation originally cited in the September 2014 report. The NRC’s final risk significance determination was classified as “yellow with substantial safety significance.” In March 2015 the NRC issued a letter notifying Entergy of its decision to move ANO into the “multiple/repetitive degraded cornerstone column” of the NRC’s reactor oversight process action matrix. Placement into this column will 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 and stator issues, an assessment of the effectiveness of the site’s corrective action program, an additional design basis inspection, a safety culture assessment, and possibly other inspection activities consistent with the NRC’s Inspection Procedure. Excluding remediation and response costs that may result from the additional NRC inspection activities, Entergy Arkansas expects to incur incremental costs of approximately $50 million in 2015, of which $18 million had been incurred as of June 30, 2015, and approximately $35 million in 2016 to prepare for the NRC inspection expected to occur in early 2016.

Baxter Wilson Plant Event

See Note 8 to the financial statements in the Form 10-K for a discussion of the Baxter Wilson plant event. During the first quarter 2015, Entergy Mississippi received $27.8 million of previously-accrued insurance proceeds with $12.7 million allocated to capital spending and $15.1 million allocated to operation and maintenance expenses.

Nuclear Fuel Enrichment Contracts

Entergy subsidiaries are parties to two contracts with American Centrifuge Enrichment, LLC (ACE) under which these subsidiaries purchase nuclear fuel enrichment services. The term of each contract is from 2011 to 2022; however, each contract provided for cancellation of the parties’ purchase and sale obligations for 2016-2022 if, by August 1, 2014, ACE’s planned Advanced Centrifuge Plant was not in commercial operation and ACE did not identify to Entergy’s reasonable satisfaction how it would meet its contractual delivery obligations through output from ACE.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

In August 2014, Entergy sent notice to ACE that the 2016-2022 obligations were canceled by the operation of this contractual provision. United States Enrichment Corporation (USEC), ACE’s affiliate to which ACE assigned the contracts, has filed a demand for arbitration with the American Arbitration Association, claiming damages of approximately $165 million. In July 2015 the parties reached an agreement resolving the dispute that resulted in the dismissal of USEC’s claims. The resolution of the dispute does not have a material effect on Entergy’s results of operations, financial position, or cash flows.

Nuclear Insurance

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

Conventional Property Insurance

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

Employment Litigation

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

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

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

Regulatory Assets and Regulatory Liabilities

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

Fuel and purchased power cost recovery

Entergy Gulf States Louisiana and Entergy Louisiana

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Entergy Mississippi

Entergy Mississippi had a deferred fuel over-recovery balance of $58.3 million as of May 31, 2015, along with an under-recovery balance of $12.3 million under the power management rider. Pursuant to those tariffs, in July 2015, Entergy Mississippi filed for interim adjustments under both the energy cost recovery rider and the power management rider to flow through to customers the approximately $46 million net over-recovery over a six-month period.

Mississippi Attorney General Complaint

The Mississippi attorney general filed a complaint in state court in December 2008 against Entergy Corporation, Entergy Mississippi, Entergy Services, and Entergy Power alleging, among other things, violations of Mississippi statutes, fraud, and breach of good faith and fair dealing, and requesting an accounting and restitution. The complaint is wide ranging and relates to tariffs and procedures under which Entergy Mississippi purchases power not generated in Mississippi to meet electricity demand. Entergy believes the complaint is unfounded. In December 2008 the defendant Entergy companies removed the Attorney General’s lawsuit to U.S. District Court in Jackson, Mississippi. The Mississippi attorney general moved to remand the matter to state court. In August 2012 the District Court issued an opinion denying the Attorney General’s motion for remand, finding that the District Court has subject matter jurisdiction under the Class Action Fairness Act.

The defendant Entergy companies answered the complaint and filed a counterclaim for relief based upon the Mississippi Public Utilities Act and the Federal Power Act. In May 2009 the defendant Entergy companies filed a motion for judgment on the pleadings asserting grounds of federal preemption, the exclusive jurisdiction of the MPSC, and factual errors in the Attorney General’s complaint. In September 2012 the District Court heard oral argument on Entergy’s motion for judgment on the pleadings.

In January 2014 the U.S. Supreme Court issued a decision in which it held that cases brought by attorneys general as the sole plaintiff to enforce state laws were not considered “mass actions” under the Class Action Fairness Act, so as to establish federal subject matter jurisdiction. One day later the Attorney General renewed his motion to remand the Entergy case back to state court, citing the U.S. Supreme Court’s decision. The defendant Entergy companies responded to that motion reiterating the additional grounds asserted for federal question jurisdiction, and the District Court held oral argument on the renewed motion to remand in February 2014. In April 2015 the District Court entered an order denying the renewed motion to remand, holding that the District Court has federal question subject matter jurisdiction. The Attorney General appealed to the U.S. Fifth Circuit Court of Appeals the denial of the motion to remand. In July 2015 the Fifth Circuit issued an order denying the appeal, and the Attorney General subsequently filed a petition for rehearing of the request for interlocutory appeal. The case remains pending in federal district court, awaiting a ruling on the Entergy companies’ motion for judgment on the pleadings.

Entergy New Orleans

In February 2015, Entergy New Orleans filed an application with the City Council seeking authorization to enter into a power purchase agreement, subject to certain conditions, with Entergy Gulf States Louisiana to purchase on a life-of-unit basis 20% of the capacity and related energy of the two power blocks of the Union Power Station that Entergy Gulf States Louisiana is seeking to purchase. In the application, Entergy New Orleans sought authorization from the City Council for full and timely cost recovery in rates for all costs associated with the power purchase agreement. In June 2015 the parties filed a settlement agreement regarding the power purchase agreement, and the settlement agreement was approved by a City Council resolution in June 2015. The City Council’s resolution approves, subject to certain conditions, the Union power purchase agreement as prudent and in the public interest and deems the costs of that power purchase agreement as eligible for recovery, with capacity costs being recoverable through a rider and energy-related costs being recoverable through the fuel adjustment clause. Long-term service agreement costs are recoverable through the fuel adjustment clause initially, but are subject to possible realignment to base rates in the next base rate case. The City Council approval also requires Entergy New Orleans to credit customer bills $4.8 million annually once the deactivation of Michoud Units 2 and 3 occurs.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

In July 2015, Entergy Texas, together with other parties, filed a motion with the PUCT to dismiss Entergy Texas’s CCN application to acquire one of the four 495 MW power blocks at the Union Power Station. On July 30, 2015, the PUCT granted the motion to dismiss the CCN case. The power block originally allocated to Entergy Texas will be acquired by Entergy New Orleans, subject to City Council approval and the satisfaction of other conditions to close the transaction. The acquisition by Entergy New Orleans would replace the power purchase agreement with Entergy Gulf States Louisiana that the City Council approved in June 2015. Entergy New Orleans will file an application for authorization to proceed with the acquisition and plans to seek City Council resolution by a date that would support closing the transaction by the end of 2015.

Entergy Texas

In August 2014, Entergy Texas filed an application seeking PUCT approval to implement an interim fuel refund of approximately $24.6 million for over-collected fuel costs incurred during the months of November 2012 through April 2014. This refund resulted from the net of Entergy Texas’s then current fuel balance, bandwidth remedy payments that Entergy Texas received in May 2014 related to the June - December 2005 period, and bandwidth remedy payments that Entergy Texas made related to calendar year 2013 production costs. Also in August 2014, Entergy Texas filed an unopposed motion for interim rates to implement this refund for most customers over a two-month period commencing with September 2014. The PUCT issued its order approving the interim relief in August 2014 and Entergy Texas completed the refunds in October 2014. Parties intervened in this matter, and all parties agreed that the proceeding should be bifurcated such that the proposed interim refund would become final in a separate proceeding, which refund was approved by the PUCT in March 2015. In July 2015 certain parties filed briefs in the current proceeding asserting that Entergy Texas should refund to retail customers an additional $10.9 million in bandwidth remedy payments Entergy Texas received related to calendar year 2006 production costs. The current proceeding is pending.

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

In April 2015, Entergy Arkansas filed with the APSC for a general change in rates, charges, and tariffs. The filing notifies the APSC of Entergy Arkansas’s intent to implement a formula rate review mechanism pursuant to Arkansas legislation passed in 2015, and requests a retail rate increase of $268.4 million, with a net increase in revenue of $167 million. The filing requests a 10.2% return on common equity. In May 2015 the APSC issued an order suspending the proposed rates and tariffs filed by Entergy Arkansas and establishing a procedural schedule to complete its investigation of Entergy Arkansas’s application. A public evidentiary hearing is scheduled to begin in January 2016.

Filings with the LPSC

Retail Rates - Gas (Entergy Gulf States Louisiana)

In January 2015, Entergy Gulf States Louisiana filed with the LPSC its gas rate stabilization plan for the test year ended September 30, 2014. The filing showed an earned return on common equity of 7.20%, which results in a $706 thousand rate increase. In April 2015 the LPSC issued findings recommending two adjustments to Entergy Gulf States Louisiana’s as-filed results, and an additional recommendation that does not affect current year results. The LPSC staff’s recommended adjustments increase the earned return on equity for the test year to 7.24%. Entergy Gulf States Louisiana accepted the LPSC staff’s recommendations and a revenue increase of $688 thousand will be required as opposed to the $706 thousand requested by Entergy Gulf States Louisiana. The resulting change was implemented with the first billing cycle of May 2015.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Filings with the PUCT

In June 2015, Entergy Texas filed a rate case requesting a $75 million increase in its base rates and rider rates. The rate case reflected a 10.2% return on common equity and was based on calendar year 2014 as the test year including pro forma adjustments to reflect the acquisition of Union Power Station Power Block 1, which is one of four units that comprise the Union Power Station near El Dorado, Arkansas. The rate case also included a limited-term rate case expense rider to recover over a three-year period the deferred rate case expenses associated with this rate case. In July 2015 the PUCT requested briefing on legal and policy issues related to, among other things, the propriety of rate recovery for the Union Power transaction given the uncertainty of the actual closing date of the transaction and the commencement of the rate year, as well as Entergy Texas’s requirement for acceptable rate treatment as a condition to closing the transaction. Also in July 2015, in connection with the requested briefing, the PUCT staff and certain parties filed briefs concluding that Entergy Texas should not be permitted recovery for the Union Power Station purchase in the rate case. In July 2015, Entergy Texas filed its notice of withdrawal of its base rate case and the ALJs in the case dismissed the case from the dockets of the State Office of Administrative Hearings and the PUCT.

Entergy Louisiana and Entergy Gulf States Louisiana Business Combination

As discussed in the Form 10-K, Entergy Louisiana and Entergy Gulf States Louisiana filed an application with the LPSC in September 2014 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. In the application, Entergy Louisiana and Entergy Gulf States Louisiana identified potential benefits, including enhanced economic and customer diversity, enhanced geographic and supply diversity, and greater administrative efficiency. In the initial proceedings with the LPSC, Entergy Louisiana and Entergy Gulf States Louisiana estimated that the business combination could produce up to $128 million in measurable customer benefits including proposed guaranteed customer credits of $97 million in the first ten years. In April 2015 the LPSC staff and intervenors filed testimony in the LPSC business combination proceeding. The testimony recommended an extensive set of conditions that would be required in order to recommend that the LPSC find that the business combination is in the public interest. The LPSC staff’s primary concern appeared to be potential shifting in fuel costs between legacy Entergy Louisiana and Entergy Gulf States Louisiana customers. In May 2015, Entergy Louisiana and Entergy Gulf States Louisiana filed rebuttal testimony. After the testimony was filed with the LPSC, the parties engaged in settlement discussions that ultimately led to the execution of an uncontested stipulated settlement (“stipulated settlement”), which was filed with the LPSC in July 2015. Through the stipulated settlement, the parties agreed to terms upon which to recommend that the LPSC find that the business combination is in the public interest. The stipulated settlement, which was either joined or unopposed by all parties to the LPSC proceeding, represents a compromise of stakeholder positions and was the result of an extensive period of analysis, discovery, and negotiation. The stipulated settlement provides $107 million in guaranteed customer benefits. Additionally, the combined company will honor the 2013 Entergy Louisiana and Entergy Gulf States Louisiana rate case settlements, including the commitments that (1) there will be no rate increase for legacy Entergy Gulf States Louisiana customers for the 2014 test year, and (2) through the 2016 test year formula rate plan, Entergy Louisiana (as a combined entity) will not raise rates by more than $30 million, net of the $10 million rate increase included in the Entergy Louisiana legacy formula rate plan. The stipulated settlement also describes the process for implementing a fuel tracker mechanism that is designed to address potential effects arising from the shifting of fuel costs between legacy Entergy Louisiana and legacy Entergy Gulf States Louisiana customers as a result of the combination of those companies’ fuel adjustment clauses by reallocating such cost shifts as between customers on an after-the-fact basis. The calculation of the fuel tracker will be submitted annually in a compliance filing. The stipulated settlement also provides that Entergy Gulf States Louisiana and Entergy Louisiana are permitted to defer certain external costs that were incurred to achieve the business combination’s customer benefits. The deferred amount, which shall not exceed $25 million, will be subject to a prudence review and amortized over a 10-year period. A hearing on the stipulated settlement in the LPSC proceeding was held in July 2015. Entergy Louisiana and Entergy Gulf States Louisiana have requested that the LPSC issue its decision regarding the business combination in August 2015.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Entergy Louisiana and Entergy Gulf States Louisiana filed applications with the FERC requesting authorization for the business combination and Entergy Louisiana and Entergy New Orleans filed applications with the FERC requesting authorization of the Algiers asset transfer. The FERC has issued orders authorizing the business combination and the Algiers asset transfer.

Algiers Asset Transfer (Entergy Louisiana and Entergy New Orleans)

As discussed in the Form 10-K, 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 serve Entergy Louisiana’s customers in Algiers. In April 2015 the FERC issued an order approving the Algiers assets transfer. In May 2015 the parties filed a settlement agreement authorizing the Algiers assets transfer and the settlement agreement was approved by a City Council resolution in May 2015. Entergy Louisiana expects to transfer the Algiers assets to Entergy New Orleans in September 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 that concluded the FERC did have the authority to order refunds, but decided that it would exercise its equitable discretion and not require refunds for the 20-months period from September 13, 2001 - May 2, 2003. Because the ruling on refunds relied on findings in the interruptible load proceeding, the FERC concluded that the refund ruling will be held in abeyance pending the outcome of the rehearing requests in that proceeding. In March 2015, in light of the December 2014 decision by the D.C. Circuit in the interruptible load proceeding, Entergy filed with the FERC a motion to establish briefing schedule on refund issues and an initial brief addressing refund issues. The initial brief argued that the FERC, in response to the D.C. Circuit decision, should clarify its policy on refunds and find that refunds are not required in this proceeding.

Rough Production Cost Equalization Rates

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 March 2015 the D.C. Circuit issued an unpublished order dismissing in part and denying in part the petition for review by the LPSC and denying the petition for review by Entergy.

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 April 2015, after issuance of the March 2015 unpublished opinion of the D.C. Circuit related to the 2007 rate proceeding, as discussed above, Entergy filed an unopposed motion for voluntary dismissal of the petition for review of the FERC’s interest determination. In May 2015 the U.S. Supreme Court denied the LPSC’s petition for a writ of certiorari of the Fifth Circuit’s decision.

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 May 2015 the U.S. Supreme Court denied the LPSC’s petition for a writ of certiorari of the Fifth Circuit’s decision.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

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 proceeding. In May 2015 the FERC accepted the 2007 and 2008 comprehensive recalculation compliance filings. As a result, the 2007 and 2008 rate filing proceedings have concluded. The 2009 rate filing proceeding is still pending at 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 May 2015, Entergy filed direct testimony in the consolidated rate filings and the LPSC filed direct testimony concerning its complaint proceeding that is consolidated with the rate filings, challenging certain components of the pending bandwidth calculations for prior years. In July 2015 the parties filed direct and answering testimony. Among other issues with the pending bandwidth calculations, the LPSC challenged the administration of the accounting for joint account sales of energy in the intra-system bill.

2012 Rate Filing Based on Calendar Year 2011 Production Costs

2013 Rate Filing Based on Calendar Year 2012 Production Costs

2014 Rate Filing Based on Calendar Year 2013 Production Costs

2015 Rate Filing Based on Calendar Year 2014 Production Costs

In May 2015, Entergy filed with the FERC the 2015 rates in accordance with the FERC’s orders in the System Agreement proceeding. The filing shows that no payments and receipts are required in 2015 to implement the FERC’s remedy based on calendar year 2014 production costs. Several parties intervened in the proceeding and the LPSC and City Council intervened and filed comments.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Interruptible Load Proceeding

As discussed in the Form 10-K, in May 2013 the LPSC filed a petition for review with the U.S. Court of Appeals for the D.C. Circuit seeking review of FERC prior orders in the interruptible load proceeding that concluded that the FERC would exercise its discretion and not order refunds in this proceeding. In December 2014 the D.C. Circuit issued an order on the LPSC’s appeal and remanded the case back to the FERC. The D.C. Circuit rejected the LPSC’s argument that there is a presumption in favor of refunds, but it held that the FERC had not adequately explained its decision to deny refunds and directed the FERC “to consider the relevant factors and weigh them against one another.” In March 2015, Entergy filed with the FERC a motion to establish a briefing schedule on remand and an initial brief on remand to address the December 2014 decision by the D.C. Circuit. The initial brief on remand argued that the FERC, in response to the D.C. Circuit decision, should clarify its policy on refunds and find that refunds are not required in the interruptible load proceeding.

Storm Cost Recovery Filings with Retail Regulators

Entergy New Orleans

As discussed in the Form 10-K, in January 2015, Entergy New Orleans filed with the City Council an application requesting that the City Council grant a financing order authorizing the securitization of Entergy New Orleans’s storm costs, storm reserves, and issuance costs pursuant to Louisiana Act 64. In April 2015 the City Council’s Utility advisors filed direct testimony recommending that the proposed securitization be approved subject to certain limited modifications, and Entergy New Orleans filed rebuttal testimony later in April 2015. In May 2015 the parties entered into an agreement in principle and the City Council issued a financing order authorizing Entergy New Orleans to issue storm recovery bonds in the aggregate amount of $98.7 million, including $31.8 million for recovery of Entergy New Orleans’s Hurricane Isaac storm recovery costs, including carrying costs, $63.9 million to fund and replenish Entergy New Orleans’s storm reserve, and approximately $3 million for estimated up-front financing costs associated with the securitization. See Note 4 to the financial statements herein for discussion of the issuance of the securitization bonds in July 2015.

Texas Power Price Lawsuit

See Note 2 to the financial statements in the Form 10-K for a discussion of this lawsuit. In May 2015 the Court of Appeals granted plaintiffs’ motion for rehearing, withdrew its prior opinion, and set the case for resubmission in June 2015. In July 2015 the Court of Appeals issued a new opinion again finding that the plaintiffs’ claims fall within the exclusive jurisdiction of the FERC and, therefore, the trial court lacked subject matter jurisdiction over the case. The Court of Appeals ordered that the state district court dismiss all claims against the Entergy defendants.

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,
	2015					2014
	(In Millions, Except Per Share Data)
Basic earnings per share	Income		Shares	$/share		Income		Shares	$/share
Net income attributable to Entergy Corporation		$148.8	179.5		$0.83		$189.4	179.4		$1.06
Average dilutive effect of:
Stock options			0.2	—				0.2	—
Other equity plans			0.4	—				0.4	(0.01		)
Diluted earnings per share		$148.8	180.1		$0.83		$189.4	180.0		$1.05

The number of stock options not included in the calculation of diluted common shares outstanding due to their antidilutive effect was approximately 5.1 million for the three months ended June 30, 2015 and approximately 5.2 million for the three months ended June 30, 2014.



	For the Six Months Ended June 30,
	2015						2014
	(In Millions, Except Per Share Data)
Basic earnings per share	Income		Shares	$/share			Income		Shares	$/share
Net income attributable to Entergy Corporation		$446.9	179.6		$2.49			$590.6	179.1		$3.30
Average dilutive effect of:
Stock options			0.4	(0.01		)			0.1	—
Other equity plans			0.3	—					0.3	(0.01		)
Diluted earnings per share		$446.9	180.3		$2.48			$590.6	179.5		$3.29

The number of stock options not included in the calculation of diluted common shares outstanding due to their antidilutive effect was approximately 4.3 million for the six months ended June 30, 2015 and approximately 7.4 million for the six months ended June 30, 2014.

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

Treasury Stock

During the six months ended June 30, 2015, Entergy Corporation issued 610,305 shares of its previously repurchased common stock to satisfy stock option exercises, vesting of shares of restricted stock, and other stock-based awards. During the six months ended June 30, 2015, Entergy Corporation repurchased 325,400 shares of its common stock for a total purchase price of $25.1 million.

Retained Earnings

On July 31, 2015, Entergy Corporation’s Board of Directors declared a common stock dividend of $0.83 per share, payable on September 1, 2015 to holders of record as of August 13, 2015.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Comprehensive Income



	Cash flow hedges net unrealized gain (loss)			Pension and other postretirement liabilities			Net unrealized investment gain (loss)			Foreign currency translation		Total Accumulated Other Comprehensive Income (Loss)
	(In Thousands)
Beginning balance, March 31, 2015		$68,788			($561,341	)		$430,698			$2,118		($59,737	)
Other comprehensive income (loss) before reclassifications	88,796			—			(25,108		)	667		64,355
Amounts reclassified from accumulated other comprehensive income (loss)	(50,100		)	7,438			(8,772		)	—		(51,434		)
Net other comprehensive income (loss) for the period	38,696			7,438			(33,880		)	667		12,921
Ending balance, June 30, 2015		$107,484			($553,903	)		$396,818			$2,785		($46,816	)

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



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

Entergy Corporation and Subsidiaries

Notes to Financial Statements

The following table presents changes in accumulated other comprehensive income (loss) for Entergy for the six months ended June 30, 2015 by component:



	Cash flow hedges net unrealized gain (loss)			Pension and other postretirement liabilities			Net unrealized investment gain (loss)			Foreign currency translation		Total Accumulated Other Comprehensive Income (Loss)
	(In Thousands)
Beginning balance, December 31, 2014		$98,118			($569,789	)		$426,695			$2,669		($42,307	)
Other comprehensive income (loss) before reclassifications	67,900			13			(12,450		)	116		55,579
Amounts reclassified from accumulated other comprehensive income (loss)	(58,534		)	15,873			(17,427		)	—		(60,088		)
Net other comprehensive income (loss) for the period	9,366			15,886			(29,877		)	116		(4,509		)
Ending balance, June 30, 2015		$107,484			($553,903	)		$396,818			$2,785		($46,816	)

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



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

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 three months ended June 30, 2015:



	Pension and Other Postretirement Liabilities
	Entergy Gulf States Louisiana			Entergy Louisiana
	(In Thousands)
Beginning balance March 31, 2015		($52,925	)		($25,918	)
Amounts reclassified from accumulated other comprehensive income (loss)	438			(26		)
Net other comprehensive income (loss) for the period	438			(26		)
Ending balance, June 30, 2015		($52,487	)		($25,944	)

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



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

The following table presents changes in accumulated other comprehensive income (loss) for Entergy Gulf States Louisiana and Entergy Louisiana for the six months ended June 30, 2015:



	Pension and Other Postretirement Liabilities
	Entergy Gulf States Louisiana			Entergy Louisiana
	(In Thousands)
Beginning balance, December 31, 2014		($53,347	)		($25,876	)
Amounts reclassified from accumulated other comprehensive income (loss)	860			(68		)
Net other comprehensive income (loss) for the period	860			(68		)
Ending balance, June 30, 2015		($52,487	)		($25,944	)

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 six months ended June 30, 2014:



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

Total reclassifications out of accumulated other comprehensive income (loss) (AOCI) for Entergy for the three months ended June 30, 2015 are as follows:



	Amounts reclassified from AOCI			Income Statement Location
	(In Thousands)
Cash flow hedges net unrealized gain (loss)
Power contracts		$77,587		Competitive business operating revenues
Interest rate swaps	(510		)	Miscellaneous - net
Total realized gain (loss) on cash flow hedges	77,077
	(26,977		)	Income taxes
Total realized gain (loss) on cash flow hedges (net of tax)		$50,100

Pension and other postretirement liabilities
Amortization of prior-service credit		$5,985		(a)
Amortization of loss	(17,588		)	(a)
Total amortization	(11,603		)
	4,165			Income taxes
Total amortization (net of tax)		($7,438	)

Net unrealized investment gain (loss)
Realized gain (loss)		$17,201		Interest and investment income
	(8,429		)	Income taxes
Total realized investment gain (loss) (net of tax)		$8,772

Total reclassifications for the period (net of tax)		$51,434


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

Entergy Corporation and Subsidiaries

Notes to Financial Statements

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



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

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

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

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


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

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Total reclassifications out of accumulated other comprehensive income (loss) (AOCI) for Entergy for the six months ended June 30, 2015 are as follows:



	Amounts reclassified from AOCI			Income Statement Location
	(In Thousands)
Cash flow hedges net unrealized gain (loss)
Power contracts		$91,109		Competitive business operating revenues
Interest rate swaps	(1,056		)	Miscellaneous - net
Total realized gain (loss) on cash flow hedges	90,053
	(31,519		)	Income taxes
Total realized gain (loss) on cash flow hedges (net of tax)		$58,534

Pension and other postretirement liabilities
Amortization of prior-service credit		$11,971		(a)
Amortization of loss	(35,176		)	(a)
Total amortization	(23,205		)
	7,332			Income taxes
Total amortization (net of tax)		($15,873	)

Net unrealized investment gain (loss)
Realized gain (loss)		$34,171		Interest and investment income
	(16,744		)	Income taxes
Total realized investment gain (loss) (net of tax)		$17,427

Total reclassifications for the period (net of tax)		$60,088


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

Entergy Corporation and Subsidiaries

Notes to Financial Statements

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



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

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

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

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


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

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Total reclassifications out of accumulated other comprehensive income (loss) (AOCI) for Entergy Gulf States Louisiana and Entergy Louisiana for the three months ended June 30, 2015 are as follows:



	Amounts reclassified from AOCI
	Entergy Gulf States Louisiana			Entergy Louisiana			Income Statement Location
	(In Thousands)
Pension and other postretirement liabilities
Amortization of prior-service credit		$1,021			$845		(a)
Amortization of loss	(1,733		)	(802		)	(a)
Total amortization	(712		)	43
	274			(17		)	Income tax expense (benefit)
Total amortization (net of tax)	(438		)	26

Total reclassifications for the period (net of tax)		($438	)		$26


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

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



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

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


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

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Total reclassifications out of accumulated other comprehensive income (loss) (AOCI) for Entergy Gulf States Louisiana and Entergy Louisiana for the six months ended June 30, 2015 are as follows:



	Amounts reclassified from AOCI
	Entergy Gulf States Louisiana			Entergy Louisiana			Income Statement Location
	(In Thousands)
Pension and other postretirement liabilities
Amortization of prior-service credit		$2,043			$1,690		(a)
Amortization of loss	(3,466		)	(1,604		)	(a)
Total amortization	(1,423		)	86
	563			(18		)	Income tax expense (benefit)
Total amortization (net of tax)	(860		)	68

Total reclassifications for the period (net of tax)		($860	)		$68


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

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



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

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


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

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 billion and expires in March 2019. Entergy Corporation also has the ability to issue letters of credit against 50% of the total borrowing capacity of the credit facility. The commitment fee is currently 0.275% of the undrawn commitment amount. Commitment fees and interest rates on loans under the credit facility can fluctuate depending on the senior unsecured debt ratings of Entergy Corporation. The weighted average interest rate for the six months ended June 30, 2015 was 1.94% on the drawn portion of the facility. Following is a summary of the borrowings outstanding and capacity available under the facility as of June 30, 2015.



Capacity		Borrowings		Letters of Credit		Capacity Available
(In Millions)
	$3,500		$271		$9		$3,220

Entergy Corporation has a commercial paper program with a Board-approved program limit of up to $1.5 billion. At June 30, 2015, Entergy Corporation had $895 million of commercial paper outstanding. The weighted-average interest rate for the six months ended June 30, 2015 was 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 June 30, 2015 as follows:



Company	Expiration Date	Amount of Facility	Interest Rate (a)	Amount Drawn as of June 30, 2015
Entergy Arkansas	April 2016	$20 million (b)	1.69%	$—
Entergy Arkansas	March 2019	$150 million (c)	1.69%	$—
Entergy Gulf States Louisiana	March 2019	$150 million (d)	1.44%	$—
Entergy Louisiana	March 2019	$200 million (e)	1.44%	$—
Entergy Mississippi	May 2016	$37.5 million (f)	1.69%	$—
Entergy Mississippi	May 2016	$35 million (f)	1.69%	$—
Entergy Mississippi	May 2016	$20 million (f)	1.69%	$—
Entergy Mississippi	May 2016	$10 million (f)	1.69%	$—
Entergy New Orleans	November 2015	$25 million	1.94%	$—
Entergy Texas	March 2019	$150 million (g)	1.69%	$—


(a)	The interest rate is the rate as of June 30, 2015 that would most likely apply to outstanding borrowings under the facility.


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


(c)	The credit facility allows Entergy Arkansas to issue letters of credit against 50% of the borrowing capacity of the facility. As of June 30, 2015, no letters of credit were outstanding.


(d)	The credit facility allows Entergy Gulf States Louisiana to issue letters of credit against 50% of the borrowing capacity of the facility. As of June 30, 2015, no letters of credit were outstanding.

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 June 30, 2015, $3 million in letters of credit were outstanding.


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


(g)	The credit facility allows Entergy Texas to issue letters of credit against 50% of the borrowing capacity of the facility. As of June 30, 2015, $1.3 million in letters of credit were outstanding.



Company	Amount of Uncommitted Facility	Letter of Credit Fee		Letters of Credit Issued as of June 30, 2015 (a)
Entergy Arkansas	$25 million	0.70	%	$2 million
Entergy Gulf States Louisiana	$75 million	0.70	%	$16.6 million
Entergy Louisiana	$50 million	0.70	%	$1 million
Entergy Mississippi	$40 million	0.70	%	$6.5 million
Entergy Mississippi	$40 million	1.50	%	$—
Entergy New Orleans	$15 million	0.75	%	$9.7 million
Entergy Texas	$50 million	0.70	%	$14.5 million


(a)	The amount for Entergy Texas includes $0.6 million related to FTR exposure. See Note 8 to the financial statements herein for discussion of FTRs.

The short-term borrowings of the Registrant Subsidiaries are limited to amounts authorized by the FERC. The current FERC-authorized limits are effective through October 31, 2015. In addition to borrowings from commercial banks, these companies are authorized under a FERC order to borrow from the Entergy System money pool. The money pool is an inter-company borrowing arrangement designed to reduce the Utility subsidiaries’ dependence on external short-term borrowings. Borrowings from the money pool and external short term borrowings combined may not exceed the FERC-authorized limits. The following are the FERC-authorized limits for short-term borrowings and the outstanding short-term borrowings as of June 30, 2015 (aggregating both money pool and external short-term borrowings) for the Registrant Subsidiaries:



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

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Entergy Nuclear Vermont Yankee Credit Facilities

In January 2015, Entergy Nuclear Vermont Yankee entered into a credit facility guaranteed by Entergy Corporation with a borrowing capacity of $60 million which expires in January 2018. Entergy Nuclear Vermont Yankee does not have the ability to issue letters of credit against this facility. This facility provides working capital to Entergy Nuclear Vermont Yankee for general business purposes including, without limitation, the decommissioning of Entergy Nuclear Vermont Yankee’s nuclear facilities. As of June 30, 2015, no amounts were outstanding under the facility. The commitment fee is currently 0.25% of the undrawn commitment amount. The rate as of June 30, 2015 that would most likely apply to outstanding borrowings under the facility was 1.94% on the drawn portion of the facility.

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

See Note 18 to the financial statements in the Form 10-K for a discussion of the consolidation of the nuclear fuel company variable interest entities (VIE). The nuclear fuel company variable interest entities have credit facilities and also issue commercial paper to finance the acquisition and ownership of nuclear fuel as follows as of June 30, 2015:



Company	Expiration Date	Amount of Facility	Weighted Average Interest Rate on Borrowings (a)	Amount Outstanding as of June 30, 2015
		(Dollars in Millions)
Entergy Arkansas VIE	June 2016	$85	n/a	$—
Entergy Gulf States Louisiana VIE	June 2016	$100	1.38%	$32.9
Entergy Louisiana VIE	June 2016	$90	1.51%	$7.4
System Energy VIE	June 2016	$125	1.64%	$37.5


(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.

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 June 30, 2015 as follows:



Company	Description	Amount
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 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	4.02% Series H due February 2017	$50 million
System Energy VIE	3.78% Series I due October 2018	$85 million

Debt Issuances and Redemptions

(Entergy Corporation)

In July 2015, Entergy Corporation issued $650 million of 4.0% Series senior notes due July 2022. Entergy Corporation will use the proceeds to pay, at maturity, its $550 million of 3.625% Series senior notes due September 2015, to repay a portion of its commercial paper outstanding, and to repay borrowings under the Entergy Corporation credit facility.

(Entergy New Orleans)

In May 2015, the City Council issued a financing order authorizing the issuance of securitization bonds to recover Entergy New Orleans’s Hurricane Isaac storm restoration costs of $31.8 million, including carrying costs, the costs of funding and replenishing the storm recovery reserve in the amount of $63.9 million, and approximately $3 million of up-front financing costs associated with the securitization. In July 2015, Entergy New Orleans Storm Recovery Funding I, L.L.C., a company wholly owned and consolidated by Entergy New Orleans, issued $98.7 million of storm cost recovery bonds. The bonds have a coupon of 2.67% and an expected maturity date of June 2024. Although the principal amount is not due until the date given above, Entergy New Orleans Storm Recovery Funding expects to make principal payments on the bonds over the next five years in the amounts of $11.4 million for 2016, $10.6 million for 2017, $11 million for 2018, $11.2 million for 2019, and $11.6 million for 2020. With the proceeds, Entergy New Orleans Storm Recovery Funding purchased from Entergy New Orleans the storm recovery property, which is the right to recover from customers through a storm recovery charge amounts sufficient to service the securitization bonds. The storm recovery property will be reflected as a regulatory asset on the consolidated Entergy New Orleans balance sheet. The creditors of Entergy New Orleans do not have recourse to the assets or revenues of Entergy New Orleans Storm Recovery Funding, including the storm recovery property, and the creditors of Entergy New Orleans Storm Recovery Funding do not have recourse to the assets or revenues of Entergy New Orleans. Entergy New Orleans has no payment obligations to Entergy New Orleans Storm Recovery Funding except to remit storm recovery charge collections.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

(Entergy Texas)

In May 2015, Entergy Texas issued $250 million of 5.15% Series first mortgage bonds due June 2045. Entergy Texas used the proceeds to pay, at maturity, its $200 million of 3.60% Series first mortgage bonds due June 2015 and for general corporate purposes.

(System Energy)

In April 2015, the System Energy nuclear fuel company variable interest entity redeemed, at maturity, its $60 million of 5.33% Series G notes.

In May 2015, System Energy redeemed $35 million of its $216 million of 5.875% Series governmental bonds due in 2022.

Fair Value

The book value and the fair value of long-term debt for Entergy Corporation and the Registrant Subsidiaries as of June 30, 2015 are as follows:



	Book Value of Long-Term Debt		Fair Value of Long-Term Debt (a) (b)
	(In Thousands)
Entergy		$12,886,819		$12,963,574
Entergy Arkansas		$2,664,952		$2,501,634
Entergy Gulf States Louisiana		$1,655,841		$1,722,029
Entergy Louisiana		$3,331,389		$3,360,897
Entergy Mississippi		$1,058,900		$1,086,306
Entergy New Orleans		$225,877		$224,803
Entergy Texas		$1,493,432		$1,627,335
System Energy		$604,533		$573,247


(a)	The values exclude lease obligations of $112 million at Entergy Louisiana and $39 million at System Energy, long-term DOE obligations of $181 million at Entergy Arkansas, and the note payable to NYPA of $81 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.

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, 2014 were as follows:



	Book Value of Long-Term Debt		Fair Value of Long-Term Debt (a) (b)
	(In Thousands)
Entergy		$13,399,484		$13,607,242
Entergy Arkansas		$2,671,343		$2,517,633
Entergy Gulf States Louisiana		$1,622,817		$1,743,143
Entergy Louisiana		$3,356,579		$3,447,404
Entergy Mississippi		$1,058,838		$1,102,741
Entergy New Orleans		$225,866		$226,349
Entergy Texas		$1,478,931		$1,629,124
System Energy		$710,806		$677,475


(a)	The values exclude lease obligations of $128 million at Entergy Louisiana and $51 million at System Energy, long-term DOE obligations of $181 million at Entergy Arkansas, and the note payable to NYPA of $80 million at Entergy, and include debt due within one year.


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

NOTE 5. STOCK-BASED COMPENSATION (Entergy Corporation)

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

Stock Options

Entergy granted 456,100 stock options during the first quarter 2015 with a weighted-average fair value of $11.41 per option. At June 30, 2015, there are 7,402,520 stock options outstanding with a weighted-average exercise price of $84.18. The intrinsic value, which has no effect on net income, of the outstanding stock options is calculated by the difference in the weighted average exercise price of the stock options granted and Entergy Corporation’s common stock price as of June 30, 2015. Because Entergy’s stock price at June 30, 2015 is less than the weighted average exercise price, the aggregate intrinsic value of the stock options outstanding as of June 30, 2015 is zero. The intrinsic value of “in the money” stock options is $8.1 million as of June 30, 2015.

The following table includes financial information for stock options for the three months ended June 30, 2015 and 2014:



	2015		2014
	(In Millions)
Compensation expense included in Entergy’s net income		$1.0		$0.8
Tax benefit recognized in Entergy’s net income		$0.4		$0.3
Compensation cost capitalized as part of fixed assets and inventory		$0.2		$0.1

Entergy Corporation and Subsidiaries

Notes to Financial Statements

The following table includes financial information for stock options for the six months ended June 30, 2015 and 2014:



	2015		2014
	(In Millions)
Compensation expense included in Entergy’s net income		$2.1		$2.1
Tax benefit recognized in Entergy’s net income		$0.8		$0.8
Compensation cost capitalized as part of fixed assets and inventory		$0.4		$0.3

Other Equity Plans

In January 2015 the Board approved and Entergy granted 292,750 restricted stock awards and 156,017 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 29, 2015 and were valued at $89.90 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 29, 2015 and were valued at $99.02 per share. Entergy considers various factors, primarily market conditions, in determining the value of the performance units. Shares of the restricted stock awards have the same dividend and voting rights as other common stock, are considered issued and outstanding shares of Entergy upon vesting, and are expensed ratably over the 3-year vesting period. Shares of the performance units have the same dividend rights as other common stock, are considered issued and outstanding shares of Entergy upon vesting, and are expensed ratably over the 3-year vesting period.

The following table includes financial information for other equity plans for the three months ended June 30, 2015 and 2014:



	2015		2014
	(In Millions)
Compensation expense included in Entergy’s net income		$8.0		$7.7
Tax benefit recognized in Entergy’s net income		$3.1		$3.0
Compensation cost capitalized as part of fixed assets and inventory		$1.6		$1.2

The following table includes financial information for other equity plans for the six months ended June 30, 2015 and 2014:



	2015		2014
	(In Millions)
Compensation expense included in Entergy’s net income		$16.1		$15.1
Tax benefit recognized in Entergy’s net income		$6.2		$5.9
Compensation cost capitalized as part of fixed assets and inventory		$3.1		$2.3

Entergy Corporation and Subsidiaries

Notes to Financial Statements

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

Components of Qualified Net Pension Cost

Entergy’s qualified pension cost, including amounts capitalized, for the second quarters of 2015 and 2014, included the following components:



	2015			2014
	(In Thousands)
Service cost - benefits earned during the period		$43,762			$35,109
Interest cost on projected benefit obligation	75,694			72,519
Expected return on assets	(98,655		)	(90,366		)
Amortization of prior service cost	390			400
Amortization of loss	58,981			36,274
Net pension costs		$80,172			$53,936

Entergy’s qualified pension cost, including amounts capitalized, for the six months ended June 30, 2015 and 2014, included the following components:



	2015			2014
	(In Thousands)
Service cost - benefits earned during the period		$87,524			$70,218
Interest cost on projected benefit obligation	151,388			145,038
Expected return on assets	(197,310		)	(180,732		)
Amortization of prior service cost	780			800
Amortization of loss	117,962			72,548
Special termination benefit	76			—
Net pension costs		$160,420			$107,872

The Registrant Subsidiaries’ qualified pension cost, including amounts capitalized, for their employees for the second quarters of 2015 and 2014, included the following components:



2015	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		$6,661			$3,821			$4,778			$1,982			$849			$1,645			$1,957
Interest cost on projected
benefit obligation	15,471			7,428			9,939			4,502			2,108			4,354			3,493
Expected return on assets	(20,026		)	(10,160		)	(12,541		)	(6,105		)	(2,725		)	(6,222		)	(4,568		)
Amortization of loss	13,564			5,775			9,176			3,724			2,013			3,238			3,264
Net pension cost		$15,670			$6,864			$11,352			$4,103			$2,245			$3,015			$4,146

Entergy Corporation and Subsidiaries

Notes to Financial Statements



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

The Registrant Subsidiaries’ qualified pension cost, including amounts capitalized, for their employees for the six months ended June 30, 2015 and 2014, included the following components:



2015	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		$13,322			$7,642			$9,556			$3,964			$1,698			$3,290			$3,914
Interest cost on projected
benefit obligation	30,942			14,856			19,878			9,004			4,216			8,708			6,986
Expected return on assets	(40,052		)	(20,320		)	(25,082		)	(12,210		)	(5,450		)	(12,444		)	(9,136		)
Amortization of loss	27,128			11,550			18,352			7,448			4,026			6,476			6,528
Net pension cost		$31,340			$13,728			$22,704			$8,206			$4,490			$6,030			$8,292



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

Non-Qualified Net Pension Cost

Entergy recognized $4.5 million and $9.1 million in pension cost for its non-qualified pension plans in the second quarters of 2015 and 2014, respectively. Reflected in the pension cost for non-qualified pension plans in the second quarter of 2014 is a $4.8 million settlement charge related to the payment of lump sum benefits out of the plan. Entergy recognized $8.9 million and $19.1 million in pension cost for its non-qualified pension plans for the six months ended June 30, 2015 and 2014, respectively. Reflected in the pension costs for non-qualified pension plans for the six months ended June 30, 2014 is a $10.2 million settlement charge related to the payment of lump sum benefits out of the plan.

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 in the second quarters of 2015 and 2014:



	Entergy Arkansas		Entergy Gulf States Louisiana		Entergy Louisiana		Entergy Mississippi		Entergy New Orleans		Entergy Texas
	(In Thousands)
Non-qualified pension cost second quarter 2015		$113		$65		$3		$59		$16		$149
Non-qualified pension cost second quarter 2014		$119		$33		$1		$48		$24		$119

The Registrant Subsidiaries recognized the following pension cost for their employees for their non-qualified pension plans for the six months ended June 30, 2015 and 2014:



	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, 2015		$226		$130		$6		$118		$32		$298
Non-qualified pension cost six months ended June 30, 2014		$280		$66		$2		$96		$47		$244

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

Components of Net Other Postretirement Benefit Cost

Entergy’s other postretirement benefit cost, including amounts capitalized, for the second quarters of 2015 and 2014, included the following components:



	2015			2014
	(In Thousands)
Service cost - benefits earned during the period		$11,326			$10,873
Interest cost on accumulated postretirement benefit obligation (APBO)	17,984			17,960
Expected return on assets	(11,344		)	(11,197		)
Amortization of prior service credit	(9,320		)	(7,898		)
Amortization of loss	7,893			2,786
Net other postretirement benefit cost		$16,539			$12,524

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Entergy’s other postretirement benefit cost, including amounts capitalized, for the six months ended June 30, 2015 and 2014, included the following components:



	2015			2014
	(In Thousands)
Service cost - benefits earned during the period		$22,652			$21,746
Interest cost on accumulated postretirement benefit obligation (APBO)	35,968			35,920
Expected return on assets	(22,688		)	(22,394		)
Amortization of prior service credit	(18,640		)	(15,796		)
Amortization of loss	15,786			5,572
Net other postretirement benefit cost		$33,078			$25,048

The Registrant Subsidiaries’ other postretirement benefit cost, including amounts capitalized, for their employees for the second quarters of 2015 and 2014, included the following components:



2015	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		$1,739			$1,247			$1,227			$507			$205			$500			$470
Interest cost on APBO	3,130			2,062			2,016			859			652			1,342			628
Expected return on assets	(4,798		)	—			—			(1,542		)	(1,201		)	(2,588		)	(911		)
Amortization of prior service
credit	(610		)	(1,022		)	(845		)	(229		)	(177		)	(681		)	(366		)
Amortization of loss	1,339			977			803			215			118			685			300
Net other postretirement
benefit cost		$800			$3,264			$3,201			($190	)		($403	)		($742	)		$121



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

Entergy Corporation and Subsidiaries

Notes to Financial Statements

The Registrant Subsidiaries’ other postretirement benefit cost, including amounts capitalized, for their employees for the six months ended June 30, 2015 and 2014, included the following components:



2015	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		$3,478			$2,494			$2,454			$1,014			$410			$1,000			$940
Interest cost on APBO	6,260			4,124			4,032			1,718			1,304			2,684			1,256
Expected return on assets	(9,596		)	—			—			(3,084		)	(2,402		)	(5,176		)	(1,822		)
Amortization of prior service
credit	(1,220		)	(2,044		)	(1,690		)	(458		)	(354		)	(1,362		)	(732		)
Amortization of loss	2,678			1,954			1,606			430			236			1,370			600
Net other postretirement
benefit cost		$1,600			$6,528			$6,402			($380	)		($806	)		($1,484	)		$242



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

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Reclassification out of Accumulated Other Comprehensive Income

Entergy and the Registrant Subsidiaries reclassified the following costs out of accumulated other comprehensive income (before taxes and including amounts capitalized) for the second quarters of 2015 and 2014:



2015	Qualified Pension Costs			Other Postretirement Costs			Non-Qualified Pension Costs			Total
	(In Thousands)
Entergy
Amortization of prior service (cost)/credit		($389	)		$6,482			($108	)		$5,985
Amortization of loss	(12,627		)	(4,409		)	(552		)	(17,588		)
		($13,016	)		$2,073			($660	)		($11,603	)
Entergy Gulf States Louisiana
Amortization of prior service (cost)/credit		$—			$1,022			($1	)		$1,021
Amortization of loss	(751		)	(977		)	(5		)	(1,733		)
		($751	)		$45			($6	)		($712	)
Entergy Louisiana
Amortization of prior service credit		$—			$845			$—			$845
Amortization of loss	—			(802		)	—			(802		)
		$—			$43			$—			$43



2014	Qualified Pension Costs			Other Postretirement Costs			Non-Qualified Pension Costs			Total
	(In Thousands)
Entergy
Amortization of prior service (cost)/credit		($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 credit		$—			$559			$—			$559
Amortization of loss	(477		)	(303		)	(1		)	(781		)
		($477	)		$256			($1	)		($222	)
Entergy Louisiana
Amortization of prior service credit		$—			$845			$—			$845
Amortization of loss	—			(378		)	—			(378		)
		$—			$467			$—			$467

Entergy Corporation and Subsidiaries

Notes to Financial Statements



2015	Qualified Pension Costs			Other Postretirement Costs			Non-Qualified Pension Costs			Total
	(In Thousands)
Entergy
Amortization of prior service (cost)/credit		($778	)		$12,964			($215	)		$11,971
Amortization of loss	(25,254		)	(8,818		)	(1,104		)	(35,176		)
		($26,032	)		$4,146			($1,319	)		($23,205	)
Entergy Gulf States Louisiana
Amortization of prior service (cost)/credit		$—			$2,044			($1	)		$2,043
Amortization of loss	(1,502		)	(1,954		)	(10		)	(3,466		)
		($1,502	)		$90			($11	)		($1,423	)
Entergy Louisiana
Amortization of prior service credit		$—			$1,690			$—			$1,690
Amortization of loss	—			(1,604		)	—			(1,604		)
		$—			$86			$—			$86



2014	Qualified Pension Costs			Other Postretirement Costs			Non-Qualified Pension Costs			Total
	(In Thousands)
Entergy
Amortization of prior service (cost)/credit		($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 credit		$—			$1,118			$—			$1,118
Amortization of loss	(955		)	(606		)	(2		)	(1,563		)
		($955	)		$512			($2	)		($445	)
Entergy Louisiana
Amortization of prior service credit		$—			$1,689			$—			$1,689
Amortization of loss	—			(756		)	—			(756		)
		$—			$933			$—			$933

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Employer Contributions

Based on current assumptions, Entergy expects to contribute $396 million to its qualified pension plans in 2015. As of June 30, 2015, Entergy had contributed $164.2 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 2015:



	Entergy Arkansas		Entergy Gulf States Louisiana		Entergy Louisiana		Entergy Mississippi		Entergy New Orleans		Entergy Texas		System Energy
	(In Thousands)
Expected 2015 pension contributions		$92,458		$32,471		$56,986		$22,473		$10,918		$17,167		$20,796
Pension contributions made through June 2015		$38,419		$13,207		$23,579		$9,249		$4,509		$7,042		$8,726
Remaining estimated pension contributions to be made in 2015		$54,039		$19,264		$33,407		$13,224		$6,409		$10,125		$12,070

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

Entergy Corporation

Entergy’s reportable segments as of June 30, 2015 are Utility and Entergy Wholesale Commodities. Utility includes the generation, transmission, distribution, and sale of electric power in portions of Arkansas, Louisiana, Mississippi, and Texas, and natural gas utility service in portions of Louisiana. Entergy Wholesale Commodities includes the ownership, operation, and decommissioning of nuclear power plants located in the northern United States and the sale of the electric power produced by its operating plants to wholesale customers. Entergy Wholesale Commodities also includes the ownership of interests in non-nuclear power plants that sell the electric power produced by those plants to wholesale customers. “All Other” includes the parent company, Entergy Corporation, and other business activity.

Entergy’s segment financial information for the second quarters of 2015 and 2014 is as follows:



	Utility		Entergy Wholesale Commodities*			All Other			Eliminations			Entergy
	(In Thousands)
2015
Operating revenues		$2,273,945		$439,306			$—			($20	)		$2,713,231
Income taxes		$117,798		($3,300	)		($14,717	)		$—			$99,781
Consolidated net income (loss)		$204,035		($3,545	)		($14,870	)		($31,898	)		$153,722
2014
Operating revenues		$2,409,396		$577,891			$726			$8,637			$2,996,650
Income taxes		$122,884		$19,597			($13,738	)		$—			$128,743
Consolidated net income (loss)		$212,134		$26,463			($17,614	)		($26,702	)		$194,281

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Entergy’s segment financial information for the six months ended June 30, 2015 and 2014 is as follows:



	Utility		Entergy Wholesale Commodities*		All Other			Eliminations			Entergy
	(In Thousands)
2015
Operating revenues		$4,551,455		$1,081,896		$—			($30	)		$5,633,321
Income taxes		$209,048		$66,891		($25,687	)		$—			$250,252
Consolidated net income (loss)		$431,786		$119,887		($31,224	)		($63,798	)		$456,651
2014
Operating revenues		$4,714,100		$1,490,013		$1,487			($107	)		$6,205,493
Income taxes		$237,947		$138,474		($30,712	)		$—			$345,709
Consolidated net income (loss)		$417,574		$268,933		($33,076	)		($53,097	)		$600,334

Registrant Subsidiaries

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

As a wholesale generator, Entergy Wholesale Commodities’ core business is selling energy, measured in MWh, to its customers. Entergy Wholesale Commodities enters into forward contracts with its customers and also sells energy and capacity in the day ahead or spot markets. In addition to its forward physical power and gas contracts, Entergy Wholesale Commodities also uses a combination of financial contracts, including swaps, collars, and options, to mitigate commodity price risk. When the market price falls, the combination of instruments is expected to settle in gains that offset lower revenue from generation, which results in a more predictable cash flow.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

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 to manage natural risks inherent in its physical or financial assets or liabilities. 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. The maximum length of time over which Entergy is currently hedging the variability in future cash flows with derivatives for forecasted power transactions at June 30, 2015 is approximately 3 years. Planned generation currently under contract from Entergy Wholesale Commodities nuclear power plants is 88% for the remainder of 2015, of which approximately 65% is sold under financial derivatives and the remainder under normal purchase/normal sale contracts. Total planned generation for the remainder of 2015 is 18 TWh.

Entergy may use standardized master netting agreements to help mitigate the credit risk of derivative instruments. These master agreements facilitate the netting of cash flows associated with a single counterparty and may include collateral requirements. Cash, letters of credit, and parental/affiliate guarantees may be obtained as security from counterparties in order to mitigate credit risk. The collateral agreements require a counterparty to post cash or letters of credit in the event an exposure exceeds an established threshold. The threshold represents an unsecured credit limit, which may be supported by a parental/affiliate guaranty, as determined in accordance with Entergy’s credit policy. In addition, collateral agreements allow for termination and liquidity of all positions in the event of a failure or inability to post collateral.

Certain of the agreements to sell the power produced by Entergy Wholesale Commodities power plants contain provisions that require an Entergy subsidiary to provide collateral to secure its obligations when the current market prices exceed the contracted power prices. The primary form of collateral to satisfy these requirements is an Entergy Corporation guarantee. As of June 30, 2015, derivative contracts with one counterparty were in a liability position (approximately $5 million total). In addition to the corporate guarantee, $8 million in cash collateral was required to be posted and $20 million was required to be held. As of June 30, 2014, derivative contracts with ten counterparties were in a liability position (approximately $93 million total) and, in addition to the corporate guarantee, $13 million in cash collateral was required to be posted. 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 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 June 30, 2015 is 27,620,000 MMBtu for Entergy, 10,870,000 MMBtu for Entergy Gulf States Louisiana, 11,820,000 MMBtu for Entergy Louisiana, 4,630,000 MMBtu for Entergy Mississippi, and 300,000 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 2015, Entergy participated in the annual FTR auction process for the MISO planning year of June 1, 2015 through May 31, 2016. FTRs are derivative instruments which represent economic hedges of future congestion charges that will be incurred in serving Entergy’s customer load. They are not designated as hedging instruments. Entergy initially records FTRs at their estimated fair value and subsequently adjusts the carrying value to their estimated fair value at the end of each accounting period prior to settlement. Unrealized gains or losses on FTRs held by Entergy Wholesale Commodities are included in operating revenues. The Utility operating companies recognize regulatory liabilities or assets for unrealized gains or losses on FTRs. The total volume of FTRs outstanding as of June 30, 2015 is 106,735 GWh for Entergy, including 21,817 GWh for Entergy Arkansas, 19,918 GWh for Entergy Gulf States Louisiana, 27,839 GWh for Entergy Louisiana, 15,560 GWh for Entergy Mississippi, 7,718 GWh for Entergy New Orleans, and 11,647 GWh for Entergy Texas. Credit support for FTRs held by the Utility operating companies is covered by cash and/or letters of credit issued by each Utility operating company as required by MISO. Credit support for FTRs held by Entergy Wholesale Commodities is covered by cash.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

The fair values of Entergy’s derivative instruments in the consolidated balance sheet as of June 30, 2015 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)	$160	($49)	$111	Entergy Wholesale Commodities
Electricity swaps and options	Other deferred debits and other assets (non-current portion)	$47	$—	$47	Entergy Wholesale Commodities
Liabilities:
Electricity swaps and options	Other current liabilities (current portion)	$10	($10)	$—	Entergy Wholesale Commodities
Derivatives not designated as hedging instruments
Assets:
Electricity swaps and options	Prepayments and other (current portion)	$62	($11)	$51	Entergy Wholesale Commodities
FTRs	Prepayments and other	$68	($1)	$67	Utility and Entergy Wholesale Commodities
Liabilities:
Electricity swaps and options	Other current liabilities(current portion)	$54	($49)	$5	Entergy Wholesale Commodities
Natural gas swaps	Other current liabilities	$9	$—	$9	Utility

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, 2014 are shown in the table below. Certain investments, including those not designated as hedging instruments, are subject to master netting arrangements and are presented in the balance sheet on a net basis in accordance with accounting guidance for derivatives and hedging.



Instrument	Balance Sheet Location	Fair Value (a)	Offset (b)	Net (c) (d)	Business
		(In Millions)
Derivatives designated as hedging instruments
Assets:
Electricity swaps and options	Prepayments and other (current portion)	$149	($53)	$96	Entergy Wholesale Commodities
Electricity swaps and options	Other deferred debits and other assets (non-current portion)	$48	$—	$48	Entergy Wholesale Commodities
Liabilities:
Electricity swaps and options	Other current liabilities (current portion)	$24	($24)	$—	Entergy Wholesale Commodities
Derivatives not designated as hedging instruments
Assets:
Electricity swaps and options	Prepayments and other (current portion)	$97	($25)	$72	Entergy Wholesale Commodities
Electricity swaps and options	Other deferred debits and other assets (non-current portion)	$9	($8)	$1	Entergy Wholesale Commodities
FTRs	Prepayments and other	$50	($3)	$47	Utility and Entergy Wholesale Commodities
Liabilities:
Electricity swaps and options	Other current liabilities (current portion)	$57	($55)	$2	Entergy Wholesale Commodities
Electricity swaps and options	Other non-current liabilities (non-current portion)	$8	($8)	$—	Entergy Wholesale Commodities
Natural gas swaps	Other current liabilities	$20	$—	$20	Utility


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


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


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


(d)	Excludes cash collateral in the amounts of $7 million posted and $19 million held as of June 30, 2015 and $25 million held as of December 31, 2014. Also excludes letters of credit in the amount of $1 million posted and $1 million held as of June 30, 2015.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

The effect of Entergy’s derivative instruments designated as cash flow hedges on the consolidated income statements for the three months ended June 30, 2015 and 2014 is as follows:



Instrument	Amount of gain (loss) recognized in other comprehensive income	Income Statement location	Amount of gain reclassified from AOCI into income (a)
	(In Millions)		(In Millions)
2015
Electricity swaps and options	$137	Competitive businesses operating revenues	$78

2014
Electricity swaps and options	($11)	Competitive businesses operating revenues	($1)

(a) Before taxes of $27 million for the three months ended June 30, 2015

The effect of Entergy’s derivative instruments designated as cash flow hedges on the consolidated income statements for the six months ended June 30, 2015 and 2014 is as follows:



Instrument	Amount of gain (loss) recognized in other comprehensive income	Income Statement location	Amount of gain (loss) reclassified from AOCI into income (a)
	(In Millions)		(In Millions)
2015
Electricity swaps and options	$105	Competitive businesses operating revenues	$91

2014
Electricity swaps and options	($185)	Competitive businesses operating revenues	($195)


(a)	Before taxes (benefit) of $32 million and ($68) million for the six months ended June 30, 2015 and 2014, respectively

At each reporting period, Entergy measures its hedges for ineffectiveness. Any ineffectiveness is recognized in earnings during the period. The ineffective portion of cash flow hedges is recorded in competitive business operating revenues. The change in fair value of Entergy’s cash flow hedges due to ineffectiveness during the three months ended June 30, 2015 and 2014 was $2 million and $0.8 million, respectively. The change in fair value of Entergy’s cash flow hedges due to ineffectiveness during the six months ended June 30, 2015 and 2014 was $1 million and $1.8 million, respectively.

Based on market prices as of June 30, 2015, unrealized gains (losses) recorded in AOCI on cash flow hedges relating to power sales totaled $170 million of net unrealized gains (losses). Approximately $131 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.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

income prior to de-designation continue to be deferred in other comprehensive income until they are included in income as the original hedged transaction occurs. From the point of de-designation, the gains or losses on the original hedge and the offsetting contract are recorded as assets or liabilities on the balance sheet and offset as they flow through to earnings.

The effect of Entergy’s derivative instruments not designated as hedging instruments on the consolidated income statements for the three months ended June 30, 2015 and 2014 is as follows:



Instrument	Amount of loss recognized in AOCI	Income Statement location		Amount of gain (loss) recorded in the income statement
	(In Millions)			(In Millions)
2015
Natural gas swaps	—	Fuel, fuel-related expenses, and gas purchased for resale	(a)	$3
FTRs	—	Purchased power expense	(b)	$46
Electricity swaps and options de-designated as hedged items	($3)	Competitive business operating revenues		($5)

2014
Natural gas swaps	—	Fuel, fuel-related expenses, and gas purchased for resale	(a)	$4
FTRs	—	Purchased power expense	(b)	$89
Electricity swaps and options de-designated as hedged items	($14)	Competitive business operating revenues		$4

The effect of Entergy’s derivative instruments not designated as hedging instruments on the consolidated income statements for the six months ended June 30, 2015 and 2014 is as follows:



Instrument	Amount of gain recognized in AOCI	Income Statement location		Amount of gain (loss) recorded in the income statement
	(In Millions)			(In Millions)
2015
Natural gas swaps	—	Fuel, fuel-related expenses, and gas purchased for resale	(a)	($16)
FTRs	—	Purchased power expense	(b)	$79
Electricity swaps and options de-designated as hedged items	$1	Competitive business operating revenues		($39)

2014
Natural gas swaps	—	Fuel, fuel-related expenses, and gas purchased for resale	(a)	$21
FTRs	—	Purchased power expense	(b)	$135
Electricity swaps and options de-designated as hedged items	$7	Competitive business operating revenues		$25

Entergy Corporation and Subsidiaries

Notes to Financial Statements


(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 are recorded as purchased power expense when the FTRs for the Utility operating companies settle and are recovered or refunded through fuel cost recovery mechanisms.

The fair values of the Registrant Subsidiaries’ derivative instruments not designated as hedging instruments on their balance sheets as of June 30, 2015 are as follows:



Instrument	Balance Sheet Location	Fair Value (a)	Registrant
		(In Millions)
Assets:
FTRs	Prepayments and other	$9.1	Entergy Arkansas
FTRs	Prepayments and other	$17.8	Entergy Gulf States Louisiana
FTRs	Prepayments and other	$19.5	Entergy Louisiana
FTRs	Prepayments and other	$4.9	Entergy Mississippi
FTRs	Prepayments and other	$6.7	Entergy New Orleans
FTRs	Prepayments and other	$7.9	Entergy Texas

Liabilities:
Natural gas swaps	Other current liabilities	$3.2	Entergy Gulf States Louisiana
Natural gas swaps	Other current liabilities	$3.8	Entergy Louisiana
Natural gas swaps	Other current liabilities	$1.5	Entergy Mississippi

The fair values of the Registrant Subsidiaries’ derivative instruments not designated as hedging instruments on their balance sheets as of December 31, 2014 are as follows:



Instrument	Balance Sheet Location	Fair Value (a)	Registrant
		(In Millions)
Assets:
FTRs	Prepayments and other	$0.7	Entergy Arkansas
FTRs	Prepayments and other	$14.4	Entergy Gulf States Louisiana
FTRs	Prepayments and other	$11.1	Entergy Louisiana
FTRs	Prepayments and other	$3.4	Entergy Mississippi
FTRs	Prepayments and other	$4.1	Entergy New Orleans
FTRs	Prepayments and other	$12.3	Entergy Texas

Liabilities:
Natural gas swaps	Other current liabilities	$8.2	Entergy Gulf States Louisiana
Natural gas swaps	Other current liabilities	$7.6	Entergy Louisiana
Natural gas swaps	Other current liabilities	$2.8	Entergy Mississippi
Natural gas swaps	Other current liabilities	$0.9	Entergy New Orleans


(a)	Excludes letters of credit in the amount of $0.6 million posted by Entergy Texas as of June 30, 2015. No cash collateral was required to be posted as of June 30, 2015 and December 31, 2014.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

The effects of the Registrant Subsidiaries’ derivative instruments not designated as hedging instruments on their income statements for the three months ended June 30, 2015 and 2014 are as follows:



Instrument	Income Statement Location	Amount of gain recorded in the income statement	Registrant
		(In Millions)
2015
Natural gas swaps	Fuel, fuel-related expenses, and gas purchased for resale	$0.7	Entergy Gulf States Louisiana
Natural gas swaps	Fuel, fuel-related expenses, and gas purchased for resale	$1.8	Entergy Louisiana
Natural gas swaps	Fuel, fuel-related expenses, and gas purchased for resale	$0.6	Entergy Mississippi

FTRs	Purchased power expense	$19.6	Entergy Arkansas
FTRs	Purchased power expense	$8.7	Entergy Gulf States Louisiana
FTRs	Purchased power expense	$8.6	Entergy Louisiana
FTRs	Purchased power expense	$3.9	Entergy Mississippi
FTRs	Purchased power expense	$4.5	Entergy New Orleans
FTRs	Purchased power expense	$1.2	Entergy Texas

2014
Natural gas swaps	Fuel, fuel-related expenses, and gas purchased for resale	$1.4	Entergy Gulf States Louisiana
Natural gas swaps	Fuel, fuel-related expenses, and gas purchased for resale	$2.2	Entergy Louisiana
Natural gas swaps	Fuel, fuel-related expenses, and gas purchased for resale	$0.6	Entergy Mississippi

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

Entergy Corporation and Subsidiaries

Notes to Financial Statements

The effects of the Registrant Subsidiaries’ derivative instruments not designated as hedging instruments on their income statements for the six months ended June 30, 2015 and 2014 are as follows:



Instrument	Income Statement Location	Amount of gain (loss) recorded in the income statement	Registrant
		(In Millions)
2015
Natural gas swaps	Fuel, fuel-related expenses, and gas purchased for resale	($7.2)	Entergy Gulf States Louisiana
Natural gas swaps	Fuel, fuel-related expenses, and gas purchased for resale	($6.3)	Entergy Louisiana
Natural gas swaps	Fuel, fuel-related expenses, and gas purchased for resale	($2.4)	Entergy Mississippi
Natural gas swaps	Fuel, fuel-related expenses, and gas purchased for resale	($0.5)	Entergy New Orleans

FTRs	Purchased power expense	$34.7	Entergy Arkansas
FTRs	Purchased power expense	$16.1	Entergy Gulf States Louisiana
FTRs	Purchased power expense	$15.6	Entergy Louisiana
FTRs	Purchased power expense	$7.2	Entergy Mississippi
FTRs	Purchased power expense	$6.0	Entergy New Orleans
FTRs	Purchased power expense	($0.2)	Entergy Texas

2014
Natural gas swaps	Fuel, fuel-related expenses, and gas purchased for resale	$8.2	Entergy Gulf States Louisiana
Natural gas swaps	Fuel, fuel-related expenses, and gas purchased for resale	$10.2	Entergy Louisiana
Natural gas swaps	Fuel, fuel-related expenses, and gas purchased for resale	$2.2	Entergy Mississippi
Natural gas swaps	Fuel, fuel-related expenses, and gas purchased for resale	$0.7	Entergy New Orleans

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

Fair Values

Entergy Corporation and Subsidiaries

Notes to Financial Statements

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.

•

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

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

Entergy Corporation and Subsidiaries

Notes to Financial Statements

responsible for managing the energy trading and risk management system, forecasting revenues, forward positions and analysis. The Entergy Wholesale Commodities Accounting Policy and External Reporting group performs functions related to market and counterparty settlements, revenue reporting and analysis and financial accounting. The Entergy Wholesale Commodities Risk Control group reports to the Vice President and Treasurer while the Entergy Wholesale Commodities Accounting Policy and External Reporting group reports to the Vice President, Accounting Policy and External Reporting.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

The following tables set forth, by level within the fair value hierarchy, Entergy’s assets and liabilities that are accounted for at fair value on a recurring basis as of June 30, 2015 and December 31, 2014. 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.



2015	Level 1		Level 2		Level 3		Total
	(In Millions)
Assets:
Temporary cash investments		$850		$—		$—		$850
Decommissioning trust funds (a):
Equity securities	478		2,796		—		3,274
Debt securities	891		1,224		—		2,115
Power contracts	—		—		209		209
Securitization recovery trust account	38		—		—		38
Escrow accounts	366		—		—		366
FTRs	—		—		67		67
		$2,623		$4,020		$276		$6,919
Liabilities:
Power contracts		$—		$—		$5		$5
Gas hedge contracts	9		—		—		9
		$9		$—		$5		$14



2014	Level 1		Level 2		Level 3		Total
	(In Millions)
Assets:
Temporary cash investments		$1,291		$—		$—		$1,291
Decommissioning trust funds (a):
Equity securities	452		2,834		—		3,286
Debt securities	880		1,205		—		2,085
Power contracts	—		—		217		217
Securitization recovery trust account	44		—		—		44
Escrow accounts	362		—		—		362
FTRs	—		—		47		47
		$3,029		$4,039		$264		$7,332
Liabilities:
Power contracts		$—		$—		$2		$2
Gas hedge contracts	20		—		—		20
		$20		$—		$2		$22


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

Entergy Corporation and Subsidiaries

Notes to Financial Statements



	2015						2014
	Power Contracts			FTRs			Power Contracts			FTRs
	(In Millions)
Balance as of April 1,		$145			$15			($86	)		$25
Total gains (losses) for the period (a)
Included in earnings	22			—			6			—
Included in OCI	131			—			(57		)	—
Included as a regulatory liability/asset	—			18			—			86
Issuances of FTRs	—			80			—			121
Purchases	4			—			3			—
Settlements	(98		)	(46		)	46			(88		)
Balance as of June 30,		$204			$67			($88	)		$144


(a)	Change in unrealized gains or losses for the period included in earnings for derivatives held at the end of the reporting period is ($1) million for the three months ended June 30, 2015 and $34 million for the three months ended June 30, 2014



	2015						2014
	Power Contracts			FTRs			Power Contracts			FTRs
	(In Millions)
Balance as of January 1,		$215			$47			($133	)		$34
Total gains (losses) for the period (a)
Included in earnings	(13		)	(1		)	27			—
Included in OCI	105			—			(219		)	—
Included as a regulatory liability/asset	—			20			—			123
Issuances of FTRs	—			80			—			121
Purchases	14			—			8			—
Settlements	(117		)	(79		)	229			(134		)
Balance as of June 30,		$204			$67			($88	)		$144


(a)	Change in unrealized gains or losses for the period included in earnings for derivatives held at the end of the reporting period is ($7) million for the six months ended June 30, 2015 and $86 million for the six months ended June 30, 2014

Entergy Corporation and Subsidiaries

Notes to Financial Statements



Transaction Type	Fair Value as of June 30, 2015	Significant Unobservable Inputs	Range from Average %		Effect on Fair Value
	(In Millions)				(In Millions)
Electricity swaps	$135	Unit contingent discount	+/-	3%	$8
Electricity options	$69	Implied volatility	+/-	63%	$40



Significant Unobservable Input	Transaction Type	Position	Change to Input	Effect on Fair Value
Unit contingent discount	Electricity swaps	Sell	Increase (Decrease)	Decrease (Increase)
Implied volatility	Electricity options	Sell	Increase (Decrease)	Increase (Decrease)
Implied volatility	Electricity options	Buy	Increase (Decrease)	Increase (Decrease)

The following table sets forth, by level within the fair value hierarchy, the Registrant Subsidiaries’ assets that are accounted for at fair value on a recurring basis as of June 30, 2015 and December 31, 2014. 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



2015	Level 1		Level 2		Level 3		Total
	(In Millions)
Assets:
Temporary cash investments		$90.6		$—		$—		$90.6
Decommissioning trust funds (a):
Equity securities	2.8		472.3		—		475.1
Debt securities	104.9		196.7		—		301.6
Securitization recovery trust account	4.2		—		—		4.2
Escrow accounts	12.2		—		—		12.2
FTRs	—		—		9.1		9.1
		$214.7		$669.0		$9.1		$892.8



2014	Level 1		Level 2		Level 3		Total
	(In Millions)
Assets:
Temporary cash investments		$208.0		$—		$—		$208.0
Decommissioning trust funds (a):
Equity securities	7.2		480.1		—		487.3
Debt securities	72.2		210.4		—		282.6
Securitization recovery trust account	4.1		—		—		4.1
Escrow accounts	12.2		—		—		12.2
FTRs	—		—		0.7		0.7
		$303.7		$690.5		$0.7		$994.9

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Entergy Gulf States Louisiana



2015	Level 1		Level 2		Level 3		Total
	(In Millions)
Assets:
Temporary cash investments		$77.3		$—		$—		$77.3
Decommissioning trust funds (a):
Equity securities	12.3		391.0		—		403.3
Debt securities	77.3		164.0		—		241.3
Escrow accounts	90.1		—		—		90.1
FTRs	—		—		17.8		17.8
		$257.0		$555.0		$17.8		$829.8

Liabilities:
Gas hedge contracts		$3.2		$—		$—		$3.2



2014	Level 1		Level 2		Level 3		Total
	(In Millions)
Assets:
Temporary cash investments		$109.6		$—		$—		$109.6
Decommissioning trust funds (a):
Equity securities	10.5		385.4		—		395.9
Debt securities	81.9		159.9		—		241.8
Escrow accounts	90.1		—		—		90.1
FTRs	—		—		14.4		14.4
		$292.1		$545.3		$14.4		$851.8

Liabilities:
Gas hedge contracts		$8.2		$—		$—		$8.2

Entergy Louisiana



2015	Level 1		Level 2		Level 3		Total
	(In Millions)
Assets:
Temporary cash investments		$215.3		$—		$—		$215.3
Decommissioning trust funds (a):
Equity securities	5.1		238.4		—		243.5
Debt securities	67.7		79.0		—		146.7
Escrow accounts	200.1		—		—		200.1
Securitization recovery trust account	3.1		—		—		3.1
FTRs	—		—		19.5		19.5
		$491.3		$317.4		$19.5		$828.2

Liabilities:
Gas hedge contracts		$3.8		$—		$—		$3.8

Entergy Corporation and Subsidiaries

Notes to Financial Statements



2014	Level 1		Level 2		Level 3		Total
	(In Millions)
Assets:
Temporary cash investments		$157.1		$—		$—		$157.1
Decommissioning trust funds (a):
Equity securities	4.8		234.8		—		239.6
Debt securities	68.7		75.3		—		144.0
Escrow accounts	200.1		—		—		200.1
Securitization recovery trust account	3.1		—		—		3.1
FTRs	—		—		11.1		11.1
		$433.8		$310.1		$11.1		$755.0

Liabilities:
Gas hedge contracts		$7.6		$—		$—		$7.6

Entergy Mississippi



2015	Level 1		Level 2		Level 3		Total
	(In Millions)
Assets:
Temporary cash investments		$113.3		$—		$—		$113.3
Escrow accounts	41.8		—		—		41.8
FTRs	—		—		4.9		4.9
		$155.1		$—		$4.9		$160.0

Liabilities:
Gas hedge contracts		$1.5		$—		$—		$1.5



2014	Level 1		Level 2		Level 3		Total
	(In Millions)
Assets:
Temporary cash investments		$60.4		$—		$—		$60.4
Escrow accounts	41.8		—		—		41.8
FTRs	—		—		3.4		3.4
		$102.2		$—		$3.4		$105.6

Liabilities:
Gas hedge contracts		$2.8		$—		$—		$2.8

Entergy New Orleans



2015	Level 1		Level 2		Level 3		Total
	(In Millions)
Assets:
Temporary cash investments		$28.5		$—		$—		$28.5
Escrow accounts	21.6		—		—		21.6
FTRs	—		—		6.7		6.7
		$50.1		$—		$6.7		$56.8

Entergy Corporation and Subsidiaries

Notes to Financial Statements



2014	Level 1		Level 2		Level 3		Total
	(In Millions)
Assets:
Temporary cash investments		$41.4		$—		$—		$41.4
Escrow accounts	18.0		—		—		18.0
FTRs	—		—		4.1		4.1
		$59.4		$—		$4.1		$63.5

Liabilities:
Gas hedge contracts		$0.9		$—		$—		$0.9

Entergy Texas



2015	Level 1		Level 2		Level 3		Total
	(In Millions)
Assets :
Temporary cash investments		$33.1		$—		$—		$33.1
Securitization recovery trust account	30.5		—		—		30.5
FTRs	—		—		7.9		7.9
		$63.6		$—		$7.9		$71.5



2014	Level 1		Level 2		Level 3		Total
	(In Millions)
Assets :
Temporary cash investments		$28.7		$—		$—		$28.7
Securitization recovery trust account	37.2		—		—		37.2
FTRs	—		—		12.3		12.3
		$65.9		$—		$12.3		$78.2

System Energy



2015	Level 1		Level 2		Level 3		Total
	(In Millions)
Assets:
Temporary cash investments		$110.1		$—		$—		$110.1
Decommissioning trust funds (a):
Equity securities	4.7		429.1		—		433.8
Debt securities	206.6		56.9		—		263.5
		$321.4		$486.0		$—		$807.4



2014	Level 1		Level 2		Level 3		Total
	(In Millions)
Assets:
Temporary cash investments		$222.4		$—		$—		$222.4
Decommissioning trust funds (a):
Equity securities	2.0		422.5		—		424.5
Debt securities	194.2		61.1		—		255.3
		$418.6		$483.6		$—		$902.2

Entergy Corporation and Subsidiaries

Notes to Financial Statements


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



	Entergy Arkansas			Entergy Gulf States Louisiana			Entergy Louisiana			Entergy Mississippi			Entergy New Orleans			Entergy Texas
	(In Millions)
Balance as of April 1,		$0.6			$5.0			$3.8			$0.9			$1.4			$3.4
Issuances of FTRs	7.0			26.7			21.5			5.4			7.3			11.4
Gains (losses) included as a regulatory liability/asset	21.1			(5.2		)	2.8			2.5			2.5			(5.7		)
Settlements	(19.6		)	(8.7		)	(8.6		)	(3.9		)	(4.5		)	(1.2		)
Balance as of June 30,		$9.1			$17.8			$19.5			$4.9			$6.7			$7.9



	Entergy Arkansas			Entergy Gulf States Louisiana			Entergy Louisiana			Entergy Mississippi			Entergy New Orleans			Entergy Texas
	(In Millions)
Balance as of April 1,		$2.7			$5.4			$3.0			$4.8			$1.0			$7.4
Issuances of FTRs	4.2			37.3			21.5			15.2			8.3			33.2
Gains (losses) included as a regulatory liability/asset	2.8			30.6			11.5			(2.8		)	2.5			40.6
Settlements	(6.7		)	(26.1		)	(12.4		)	(4.5		)	(3.3		)	(33.4		)
Balance as of June 30,		$3.0			$47.2			$23.6			$12.7			$8.5			$47.8



	Entergy Arkansas			Entergy Gulf States Louisiana			Entergy Louisiana			Entergy Mississippi			Entergy New Orleans			Entergy Texas
	(In Millions)
Balance as of January 1,		$0.7			$14.4			$11.1			$3.4			$4.1			$12.3
Issuances of FTRs	7.0			26.7			21.5			5.4			7.3			11.4
Gains (losses) included as a regulatory liability/asset	36.1			(7.2		)	2.5			3.3			1.3			(16.0		)
Settlements	(34.7		)	(16.1		)	(15.6		)	(7.2		)	(6.0		)	0.2
Balance as of June 30,		$9.1			$17.8			$19.5			$4.9			$6.7			$7.9

Entergy Corporation and Subsidiaries

Notes to Financial Statements



	Entergy Arkansas			Entergy Gulf States Louisiana			Entergy Louisiana			Entergy Mississippi			Entergy New Orleans			Entergy Texas
	(In Millions)
Balance as of January 1,		$—			$6.7			$5.7			$1.0			$2.0			$18.4
Issuances of FTRs	4.2			37.3			21.5			15.2			8.3			33.2
Gains (losses) included as a regulatory liability/asset	10.6			38.3			16.8			8.8			4.5			42.4
Settlements	(11.8		)	(35.1		)	(20.4		)	(12.3		)	(6.3		)	(46.2		)
Balance as of June 30,		$3.0			$47.2			$23.6			$12.7			$8.5			$47.8

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

The securities held as of June 30, 2015 and December 31, 2014 are summarized as follows:



	Fair Value		Total Unrealized Gains		Total Unrealized Losses
	(In Millions)
2015
Equity Securities		$3,274		$1,482		$1
Debt Securities	2,115		51		18
Total		$5,389		$1,533		$19

Entergy Corporation and Subsidiaries

Notes to Financial Statements



	Fair Value		Total Unrealized Gains		Total Unrealized Losses
	(In Millions)
2014
Equity Securities		$3,286		$1,513		$1
Debt Securities	2,085		76		6
Total		$5,371		$1,589		$7

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 $369 million and $396 million as of June 30, 2015 and December 31, 2014, respectively. The amortized cost of debt securities was $2,096 million as of June 30, 2015 and $2,019 million as of December 31, 2014. As of June 30, 2015, the debt securities have an average coupon rate of approximately 3.33%, an average duration of approximately 5.84 years, and an average maturity of approximately 8.82 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.



	Equity Securities				Debt Securities
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	(In Millions)
Less than 12 months		$24		$1		$689		$15
More than 12 months	—		—		76		3
Total		$24		$1		$765		$18



	Equity Securities				Debt Securities
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	(In Millions)
Less than 12 months		$9		$1		$277		$2
More than 12 months	—		—		163		4
Total		$9		$1		$440		$6

Entergy Corporation and Subsidiaries

Notes to Financial Statements

The fair value of debt securities, summarized by contractual maturities, as of June 30, 2015 and December 31, 2014 are as follows:



	2015		2014
	(In Millions)
less than 1 year		$64		$94
1 year - 5 years	792		783
5 years - 10 years	693		681
10 years - 15 years	174		173
15 years - 20 years	68		79
20 years+	324		275
Total		$2,115		$2,085

During the three months ended June 30, 2015 and 2014, proceeds from the dispositions of securities amounted to $456 million and $445 million, respectively. During the three months ended June 30, 2015 and 2014, gross gains of $19 million and $6 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, 2015 and 2014, proceeds from the dispositions of securities amounted to $949 million and $982 million, respectively. During the six months ended June 30, 2015 and 2014, gross gains of $45 million and $12 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.

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, 2015 and December 31, 2014 are summarized as follows:



	Fair Value		Total Unrealized Gains		Total Unrealized Losses
	(In Millions)
2015
Equity Securities		$475.1		$246.3		$—
Debt Securities	301.6		4.6		2.1
Total		$776.7		$250.9		$2.1

2014
Equity Securities		$487.3		$248.9		$—
Debt Securities	282.6		6.2		1.1
Total		$769.9		$255.1		$1.1

The amortized cost of debt securities was $299.1 million as of June 30, 2015 and $277.4 million as of December 31, 2014. As of June 30, 2015, the debt securities have an average coupon rate of approximately 2.45%, an average duration of approximately 5.33 years, and an average maturity of approximately 6.28 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.

Entergy Corporation and Subsidiaries

Notes to Financial Statements



	Equity Securities				Debt Securities
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	(In Millions)
Less than 12 months		$1.2		$—		$96.8		$1.6
More than 12 months	—		—		18.9		0.5
Total		$1.2		$—		$115.7		$2.1



	Equity Securities				Debt Securities
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	(In Millions)
Less than 12 months		$0.1		$—		$56.5		$0.3
More than 12 months	—		—		34.8		0.8
Total		$0.1		$—		$91.3		$1.1

The fair value of debt securities, summarized by contractual maturities, as of June 30, 2015 and December 31, 2014 are as follows:



	2015		2014
	(In Millions)
less than 1 year		$6.0		$14.9
1 year - 5 years	138.4		127.3
5 years - 10 years	135.9		128.2
10 years - 15 years	2.5		1.7
15 years - 20 years	1.0		1.0
20 years+	17.8		9.5
Total		$301.6		$282.6

During the three months ended June 30, 2015 and 2014, proceeds from the dispositions of securities amounted to $64.9 million and $25 million, respectively. During the three months ended June 30, 2015 and 2014, gross gains of $0.3 million and $0.3 million, respectively, and gross losses of $0.02 million and $0.1 million, respectively were reclassified out of other regulatory liabilities/assets into earnings.

During the six months ended June 30, 2015 and 2014, proceeds from the dispositions of securities amounted to $146.8 million and $70.3 million, respectively. During the six months ended June 30, 2015 and 2014, gross gains of $5.4 million and $0.4 million, respectively, and gross losses of $0.02 million and $0.3 million, respectively were reclassified out of other regulatory liabilities/assets into earnings.

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 June 30, 2015 and December 31, 2014 are summarized as follows:



	Fair Value		Total Unrealized Gains		Total Unrealized Losses
	(In Millions)
2015
Equity Securities		$403.3		$178.7		$—
Debt Securities	241.3		7.7		1.7
Total		$644.6		$186.4		$1.7

2014
Equity Securities		$395.9		$177.6		$—
Debt Securities	241.8		11.9		0.3
Total		$637.7		$189.5		$0.3

The amortized cost of debt securities was $239.8 million as of June 30, 2015 and $231.5 million as of December 31, 2014. As of June 30, 2015, the debt securities have an average coupon rate of approximately 4.53%, an average duration of approximately 5.79 years, and an average maturity of approximately 10.93 years. The equity securities are generally held in funds that are designed to approximate the return of the Standard & Poor’s 500 Index. A relatively small percentage of the equity securities are held in funds intended to replicate the return of the Wilshire 4500 Index.



	Equity Securities				Debt Securities
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	(In Millions)
Less than 12 months		$2.5		$—		$79.0		$1.6
More than 12 months	—		—		2.1		0.1
Total		$2.5		$—		$81.1		$1.7



	Equity Securities				Debt Securities
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	(In Millions)
Less than 12 months		$0.1		$—		$14.0		$0.1
More than 12 months	—		—		15.0		0.2
Total		$0.1		$—		$29.0		$0.3

Entergy Corporation and Subsidiaries

Notes to Financial Statements

The fair value of debt securities, summarized by contractual maturities, as of June 30, 2015 and December 31, 2014 are as follows:



	2015		2014
	(In Millions)
less than 1 year		$4.1		$6.4
1 year - 5 years	71.4		59.8
5 years - 10 years	60.6		68.3
10 years - 15 years	42.0		43.6
15 years - 20 years	12.0		14.8
20 years+	51.2		48.9
Total		$241.3		$241.8

During the three months ended June 30, 2015 and 2014, proceeds from the dispositions of securities amounted to $31.7 million and $45.1 million, respectively. During the three months ended June 30, 2015 and 2014, gross gains of $0.1 million and $0.5 million, respectively, and gross losses of $0.2 million and $0.1 million, respectively, were reclassified out of other regulatory liabilities/assets into earnings.

During the six months ended June 30, 2015 and 2014, proceeds from the dispositions of securities amounted to $53.4 million and $75.4 million, respectively. During the six months ended June 30, 2015 and 2014, gross gains of $1.4 million and $0.7 million, respectively, and gross losses of $0.2 million and $0.2 million, respectively, were reclassified out of other regulatory liabilities/assets into earnings.

Entergy Louisiana

Entergy Louisiana holds debt and equity securities, classified as available-for-sale, in nuclear decommissioning trust accounts. The securities held as of June 30, 2015 and December 31, 2014 are summarized as follows:



	Fair Value		Total Unrealized Gains		Total Unrealized Losses
	(In Millions)
2015
Equity Securities		$243.5		$117.5		$—
Debt Securities	146.7		5.2		0.8
Total		$390.2		$122.7		$0.8

2014
Equity Securities		$239.6		$116.7		$—
Debt Securities	144.0		6.9		0.4
Total		$383.6		$123.6		$0.4

The amortized cost of debt securities was $142.2 million as of June 30, 2015 and $137.9 million as of December 31, 2014. As of June 30, 2015, the debt securities have an average coupon rate of approximately 2.93%, an average duration of approximately 5.12 years, and an average maturity of approximately 8.07 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.

Entergy Corporation and Subsidiaries

Notes to Financial Statements



	Equity Securities				Debt Securities
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	(In Millions)
Less than 12 months		$1.0		$—		$32.1		$0.6
More than 12 months	—		—		5.7		0.2
Total		$1.0		$—		$37.8		$0.8



	Equity Securities				Debt Securities
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	(In Millions)
Less than 12 months		$0.1		$—		$19.1		$0.1
More than 12 months	—		—		12.1		0.3
Total		$0.1		$—		$31.2		$0.4

The fair value of debt securities, summarized by contractual maturities, as of June 30, 2015 and December 31, 2014 are as follows:



	2015		2014
	(In Millions)
less than 1 year		$9.8		$5.6
1 year - 5 years	54.9		58.2
5 years - 10 years	44.4		44.2
10 years - 15 years	9.8		7.3
15 years - 20 years	9.4		9.4
20 years+	18.4		19.3
Total		$146.7		$144.0

During the three months ended June 30, 2015 and 2014, proceeds from the dispositions of securities amounted to $7.9 million and $11.6 million, respectively. During the three months ended June 30, 2015 and 2014, gross gains of $0.1 million and $0.05 million, respectively, and gross losses of $6.7 thousand and $0.2 thousand, respectively, were reclassified out of other regulatory liabilities/assets into earnings.

During the six months ended June 30, 2015 and 2014, proceeds from the dispositions of securities amounted to $11.8 million and $29.7 million, respectively. During the six months ended June 30, 2015 and 2014, gross gains of $0.1 million and $0.2 million, respectively, and gross losses of $11.6 thousand and $4.1 thousand, respectively, were reclassified out of other regulatory liabilities/assets into earnings.

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 June 30, 2015 and December 31, 2014 are summarized as follows:



	Fair Value		Total Unrealized Gains		Total Unrealized Losses
	(In Millions)
2015
Equity Securities		$433.8		$189.3		$0.1
Debt Securities	263.5		4.4		1.1
Total		$697.3		$193.7		$1.2

2014
Equity Securities		$424.5		$188.0		$—
Debt Securities	255.3		5.9		0.3
Total		$679.8		$193.9		$0.3

The amortized cost of debt securities was $264.6 million as of June 30, 2015 and $251 million as of December 31, 2014. As of June 30, 2015, the debt securities have an average coupon rate of approximately 2.33%, an average duration of approximately 4.64 years, and an average maturity of approximately 6.19 years. The equity securities are generally held in funds that are designed to approximate the return of the Standard & Poor’s 500 Index. A relatively small percentage of the equity securities are held in funds intended to replicate the return of the Wilshire 4500 Index.



	Equity Securities				Debt Securities
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	(In Millions)
Less than 12 months		$1.8		$—		$74.9		$1.0
More than 12 months	—		0.1		1.5		0.1
Total		$1.8		$0.1		$76.4		$1.1



	Equity Securities				Debt Securities
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	(In Millions)
Less than 12 months		$0.1		$—		$51.6		$0.2
More than 12 months	—		—		6.5		0.1
Total		$0.1		$—		$58.1		$0.3

Entergy Corporation and Subsidiaries

Notes to Financial Statements

The fair value of debt securities, summarized by contractual maturities, as of June 30, 2015 and December 31, 2014 are as follows:



	2015		2014
	(In Millions)
less than 1 year		$16.5		$33.5
1 year - 5 years	150.6		139.7
5 years - 10 years	69.3		53.5
10 years - 15 years	3.3		3.4
15 years - 20 years	1.6		3.2
20 years+	22.2		22.0
Total		$263.5		$255.3

During the three months ended June 30, 2015 and 2014, proceeds from the dispositions of securities amounted to $83.6 million and $101.3 million, respectively. During the three months ended June 30, 2015 and 2014, gross gains of $0.4 million and $0.4 million, respectively, and gross losses of $0.04 million and $0.1 million, respectively, were reclassified out of other regulatory liabilities/assets into earnings.

During the six months ended June 30, 2015 and 2014, proceeds from the dispositions of securities amounted to $162 million and $231.6 million, respectively. During the six months ended June 30, 2015 and 2014, gross gains of $0.8 million and $1.4 million, respectively, and gross losses of $0.1 million and $0.3 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 six months ended June 30, 2015 and 2014. The assessment of whether an investment in an equity security has suffered an other-than-temporary impairment continues to be based on a number of factors including, first, whether Entergy has the ability and intent to hold the investment to recover its value, the duration and severity of any losses, and, then, whether it is expected that the investment will recover its value within a reasonable period of time. Entergy’s trusts are managed by third parties who operate in accordance with agreements that define investment guidelines and place restrictions on the purchases and sales of investments. Entergy did not record material charges to other income in the three and six months ended June 30, 2015 and 2014, respectively, resulting from the recognition of the other-than-temporary impairment of certain equity securities held in its decommissioning trust funds.

NOTE 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 discussion.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

The IRS finalized tax and interest computations from the 2006-2007 audit in the first quarter 2015 that resulted in a reduction in Entergy's income tax expense of approximately $20 million, including decreases in income tax expense of approximately $4 million for Entergy Arkansas, $5 million for Entergy Gulf States Louisiana, $6 million for Entergy Louisiana, and $1 million for System Energy.

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

Construction Expenditures in Accounts Payable

Construction expenditures included in accounts payable at June 30, 2015 are $145 million for Entergy, $13.8 million for Entergy Arkansas, $33.4 million for Entergy Gulf States Louisiana, $16.9 million for Entergy Louisiana, $1 million for Entergy Mississippi, $0.2 million for Entergy New Orleans, $13.5 million for Entergy Texas, and $15.4 million for System Energy. Construction expenditures included in accounts payable at December 31, 2014 are $209 million for Entergy, $37.3 million for Entergy Arkansas, $23.4 million for Entergy Gulf States Louisiana, $48 million for Entergy Louisiana, $7.8 million for Entergy Mississippi, $0.9 million for Entergy New Orleans, $24.1 million for Entergy Texas, and $7.7 million for System Energy.

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 facilities 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 $21 million and $22.7 million in the six months ended June 30, 2015 and 2014, respectively. System Energy made payments on its lease, including interest, of $37.6 million and $51.6 million in the six months ended June 30, 2015 and 2014, 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 second quarter 2015, Entergy Wholesale Commodities recorded a revision to its estimated decommissioning cost liability for a nuclear site as a result of a revised decommissioning cost study. The revised estimate resulted in a $77.6 million reduction in the decommissioning cost liability, along with a corresponding reduction in the related asset retirement cost asset.

Entergy Corporation and Subsidiaries

Notes to Financial Statements

__________________________________

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 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.

Exhibit 99.5

UNAUDITED PRO FORMA FINANCIAL INFORMATION

On October 1, 2015, the public utility businesses of Entergy Louisiana and Entergy Gulf States Louisiana were combined into a single public utility. As part of the steps to effectuate the combination, Entergy Louisiana and Entergy Gulf States Louisiana redeemed or repurchased all of their respective outstanding preferred membership interests.

The unaudited pro forma financial information combines the historical financial statements of Entergy Louisiana and Entergy Gulf States Louisiana to illustrate the effect of the business combination. The combination was accounted for as a transaction between entities under common control. The pro forma combined financial information should be read in conjunction with the Entergy Louisiana and Entergy Gulf States Louisiana historical financial statements and the related notes thereto. The unaudited pro forma combined financial statements presented below have been derived from the Entergy Louisiana and Entergy Gulf States Louisiana audited historical financial statements for the years ended December 31, 2014, 2013, and 2012, and the Entergy Louisiana and Entergy Gulf States Louisiana unaudited historical interim financial statements as of and for the six months ended June 30, 2015. The unaudited historical interim financial statements have been prepared on a basis consistent with the audited financial statements and, in the opinion of management, include all adjustments (including normal recurring accruals) necessary for a fair presentation of such data. The results for the interim periods are not necessarily indicative of results for a full year.

The unaudited pro forma condensed combined income statements have been prepared as if the combination, including the redemption and the repurchase of outstanding preferred membership interests described in Note 1 to the unaudited pro forma financial information, had occurred on January 1, 2012. The unaudited pro forma condensed combined balance sheet has been prepared as if the combination, including the redemption and the repurchase of outstanding preferred membership interests described in Note 1 to the unaudited pro forma financial information, had occurred on June 30, 2015. The unaudited pro forma adjustments reflect items that are directly attributable to the combination, are factually supportable, and, for the condensed combined income statements, are expected to have a continuing effect on the combined Entergy Louisiana utility business.

The unaudited pro forma financial information is for illustrative and informational purposes only and is not intended to represent, or be indicative of, what the combined Entergy Louisiana utility business’s results of operations or financial position would have been had the combination occurred on the dates indicated. The unaudited pro forma financial information also should not be considered representative of the combined Entergy Louisiana utility business’s future financial position or results of operations.



The Entergy Louisiana Combined Utility Business
Unaudited Pro Forma Condensed Combined Balance Sheet
June 30, 2015
(In Thousands)

	Entergy Louisiana, LLC		Entergy Gulf States Louisiana, L.L.C.		Combination and Pro Forma Adjustments				The Entergy Louisiana Combined Utility Business Pro Forma (3)
ASSETS

Cash and cash equivalents		$215,546		$84,586		($110,346	)	(1)		$189,786

Other current assets	603,173		510,702		(48,171		)	(2)	1,065,704

Investment in affiliate preferred membership interests	1,034,695		355,906		—				1,390,601

Decommissioning trust funds	390,198		644,587		—				1,034,785

Total property, plant, and equipment	10,472,464		8,218,306		—				18,690,770
Less - accumulated depreciation and amortization	4,034,705		4,229,138		—				8,263,843
Property, plant, and equipment - net	6,437,759		3,989,168		—				10,426,927

Regulatory assets	1,280,507		669,072		—				1,949,579

Other assets	245,861		318,073		—				563,934

TOTAL ASSETS		$10,207,739		$6,572,094		($158,517	)			$16,621,316

LIABILITIES AND EQUITY

Current liabilities		$487,313		$500,059		($346	)	(1)		$938,855
					(48,171		)	(2)

Accumulated deferred income taxes and long-term taxes accrued	1,452,258		1,602,502		—				3,054,760

Long-term debt	3,302,958		1,590,986		—				4,893,944

Other non-current liabilities	1,905,047		1,359,743		—				3,264,790

Equity	3,060,163		1,518,804		(110,000		)	(1)	4,468,967

TOTAL LIABILITIES AND EQUITY		$10,207,739		$6,572,094		($158,517	)			$16,621,316

See notes to the unaudited pro forma financial information.



The Entergy Louisiana Combined Utility Business
Unaudited Pro Forma Condensed Combined Income Statement
For the Six Months Ended June 30, 2015
(In Thousands)

	Entergy Louisiana, LLC			Entergy Gulf States Louisiana, L.L.C.			Combination and Pro Forma Adjustments				The Entergy Louisiana Combined Utility Business Pro Forma (3)

OPERATING REVENUES
Operating Revenues		$1,307,718			$958,356			($122,284	)	(2)		$2,143,790

OPERATING EXPENSES
Operation and Maintenance:
Fuel and fuel-related expenses	275,489			121,160			—				396,649
Purchased power	333,580			349,463			(122,284		)	(2)	560,759
Nuclear refueling outage expenses	12,751			10,188			—				22,939
Other operation and maintenance	269,625			199,453			—				469,078
Decommissioning	12,798			8,631			—				21,429
Taxes other than income taxes	40,512			43,549			—				84,061
Depreciation and amortization	139,243			78,383			—				217,626
Other regulatory charges (credits) - net	(7,834		)	2,239			—				(5,595		)
TOTAL	1,076,164			813,066			(122,284		)		1,766,946

OPERATING INCOME	231,554			145,290			—				376,844

OTHER INCOME
Allowance for equity funds used during construction	6,382			3,313			—				9,695
Interest and investment income	52,108			22,689			—				74,797
Miscellaneous - net	(2,244		)	(2,544		)	—				(4,788		)
TOTAL	56,246			23,458			—				79,704

INTEREST EXPENSE
Interest expense	86,454			43,830			—				130,284
Allowance for equity funds used during construction	(3,467		)	(2,026		)	—				(5,493		)
TOTAL	82,987			41,804			—				124,791

INCOME BEFORE INCOME TAXES	204,813			126,944			—				331,757

Income taxes	57,531			39,136			—				96,667

NET INCOME	147,282			87,808			—				235,090

Preferred distribution requirements	3,475			412			(3,887		)	(1)	—

EARNINGS APPLICABLE TO COMMON EQUITY		$143,807			$87,396			$3,887				$235,090

See notes to the unaudited pro forma financial information.



The Entergy Louisiana Combined Utility Business
Unaudited Pro Forma Condensed Combined Income Statement
For the Year Ended December 31, 2014
(In Thousands)

	Entergy Louisiana, LLC			Entergy Gulf States Louisiana, L.L.C.			Combination and Pro Forma Adjustments				The Entergy Louisiana Combined Utility Business Pro Forma (3)

OPERATING REVENUES
Operating Revenues		$2,825,881			$2,150,926			($236,303	)	(2)		$4,740,504

OPERATING EXPENSES
Operation and Maintenance:
Fuel and fuel-related expenses	679,028			350,765			—				1,029,793
Purchased power	895,242			849,165			(236,303		)	(2)	1,508,104
Nuclear refueling outage expenses	30,347			21,443			—				51,790
Other operation and maintenance	514,910			392,398			—				907,308
Decommissioning	24,649			16,844			—				41,493
Taxes other than income taxes	75,416			84,178			—				159,594
Depreciation and amortization	252,690			155,383			—				408,073
Other regulatory credits - net	(30,844		)	(12,640		)	—				(43,484		)
TOTAL	2,441,438			1,857,536			(236,303		)		4,062,671

OPERATING INCOME	384,443			293,390			—				677,833

OTHER INCOME
Allowance for equity funds used during construction	38,807			7,433			—				46,240
Interest and investment income	94,437			40,448			—				134,885
Miscellaneous - net	8,458			(7,608		)	—				850
TOTAL	141,702			40,273			—				181,975

INTEREST EXPENSE
Interest expense	166,750			86,705			—				253,455
Allowance for equity funds used during construction	(20,406		)	(4,315		)	—				(24,721		)
TOTAL	146,344			82,390			—				228,734

INCOME BEFORE INCOME TAXES	379,801			251,273			—				631,074

Income taxes	96,270			88,782			—				185,052

NET INCOME	283,531			162,491			—				446,022

Preferred distribution requirements	6,969			827			(7,796		)	(1)	—

EARNINGS APPLICABLE TO COMMON EQUITY		$276,562			$161,664			$7,796				$446,022

See notes to the unaudited pro forma financial information.



The Entergy Louisiana Combined Utility Business
Unaudited Pro Forma Condensed Combined Income Statement
For the Year Ended December 31, 2013
(In Thousands)

	Entergy Louisiana, LLC			Entergy Gulf States Louisiana, L.L.C.			Combination and Pro Forma Adjustments				The Entergy Louisiana Combined Utility Business Pro Forma (3)

OPERATING REVENUES
Operating Revenues		$2,626,935			$1,941,133			($168,557	)	(2)		$4,399,511

OPERATING EXPENSES
Operation and Maintenance:
Fuel and fuel-related expenses	570,956			286,625			—				857,581
Purchased power	850,998			731,611			(168,557		)	(2)	1,414,052
Nuclear refueling outage expenses	34,566			20,345			—				54,911
Other operation and maintenance	480,166			398,589			—				878,755
Decommissioning	21,612			15,908			—				37,520
Taxes other than income taxes	74,241			80,307			—				154,548
Depreciation and amortization	242,787			150,929			—				393,716
Other regulatory charges (credits) - net	(3,785		)	9,482			—				5,697
TOTAL	2,271,541			1,693,796			(168,557		)		3,796,780

OPERATING INCOME	355,394			247,337			—				602,731

OTHER INCOME
Allowance for equity funds used during construction	31,544			8,062			—				39,606
Interest and investment income	91,599			52,953			—				144,552
Miscellaneous - net	(3,990		)	(11,567		)	—				(15,557		)
TOTAL	119,153			49,448			—				168,601

INTEREST EXPENSE
Interest expense	153,529			81,118			—				234,647
Allowance for equity funds used during construction	(13,323		)	(2,814		)	—				(16,137		)
TOTAL	140,206			78,304			—				218,510

INCOME BEFORE INCOME TAXES	334,341			218,481			—				552,822

Income taxes	81,877			56,819			—				138,696

NET INCOME	252,464			161,662			—				414,126

Preferred distribution requirements	6,950			825			(7,775		)	(1)	—

EARNINGS APPLICABLE TO COMMON EQUITY		$245,514			$160,837			$7,775				$414,126

See notes to the unaudited pro forma financial information.



The Entergy Louisiana Combined Utility Business
Unaudited Pro Forma Condensed Combined Income Statement
For the Year Ended December 31, 2012
(In Thousands)

	Entergy Louisiana, LLC			Entergy Gulf States Louisiana, L.L.C.			Combination and Pro Forma Adjustments				The Entergy Louisiana Combined Utility Business Pro Forma (3)

OPERATING REVENUES
Operating Revenues		$2,149,443			$1,654,894			($135,582	)	(2)		$3,668,755

OPERATING EXPENSES
Operation and Maintenance:
Fuel and fuel-related expenses	360,964			194,878			—				555,842
Purchased power	728,170			562,247			(135,582		)	(2)	1,154,835
Nuclear refueling outage expenses	24,344			17,565			—				41,909
Other operation and maintenance	449,172			361,415			—				810,587
Decommissioning	23,406			15,024			—				38,430
Taxes other than income taxes	69,186			76,295			—				145,481
Depreciation and amortization	218,140			146,673			—				364,813
Other regulatory charges - net	127,050			31,835			—				158,885
TOTAL	2,000,432			1,405,932			(135,582		)		3,270,782

OPERATING INCOME	149,011			248,962			—				397,973

OTHER INCOME
Allowance for equity funds used during construction	39,610			8,694			—				48,304
Interest and investment income	84,478			42,773			—				127,251
Miscellaneous - net	(2,584		)	(8,928		)	—				(11,512		)
TOTAL	121,504			42,539			—				164,043

INTEREST EXPENSE
Interest expense	136,967			83,251			—				220,218
Allowance for equity funds used during construction	(18,611		)	(3,343		)	—				(21,954		)
TOTAL	118,356			79,908			—				198,264

INCOME BEFORE INCOME TAXES	152,159			211,593			—				363,752

Income taxes	(128,922		)	52,616			—				(76,306		)

NET INCOME	281,081			158,977			—				440,058

Preferred distribution requirements	6,950			825			(7,775		)	(1)	—

EARNINGS APPLICABLE TO COMMON EQUITY		$274,131			$158,152			$7,775				$440,058

See notes to the unaudited pro forma financial information.

Notes to Unaudited Pro Forma Financial Information

(1) Reflects the redemption or repurchase by Entergy Louisiana and Entergy Gulf States Louisiana of all of their outstanding preferred membership interests along with the payment of accrued distributions.

(2) Reflects the elimination of intercompany balances and power purchases between Entergy Louisiana and Entergy Gulf States Louisiana.

(3) Reflects the total of the “Entergy Louisiana, LLC,” the “Entergy Gulf States Louisiana, L.L.C.,” and the “Combination and Pro Forma Adjustments” columns.



Pension Asset Allocation	Target	Range			Actual 2014	Actual 2013
Domestic Equity Securities	45%	34%	to	53%	45%	46%
International Equity Securities	20%	16%	to	24%	19%	20%
Fixed Income Securities	35%	31%	to	41%	35%	33%
Other	0%	0%	to	10%	1%	1%



Postretirement Asset Allocation	Non-Taxable and Taxable
	Target	Range			Actual 2014	Actual 2013
Domestic Equity Securities	39%	34%	to	44%	42%	40%
International Equity Securities	26%	21%	to	31%	25%	26%
Fixed Income Securities	35%	30%	to	40%	33%	34%
Other	0%	0%	to	5%	0%	0%


•	Level 3 - Level 3 refers to securities valued based on significant unobservable inputs.