Example of Securities Application

UNITED STATES OF AMERICA
BEFORE THE
FEDERAL ENERGY REGULATORY COMMISSION

Entergy Services, Inc., on behalf of
Entergy Arkansas, Inc.
Entergy Gulf States Louisiana, L.L.C.
Entergy Louisiana, LLC
Entergy Mississippi, Inc.
Entergy New Orleans, Inc.
Entergy Texas, Inc.
System Energy Resources, Inc.

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Docket No. ES11-________

JOINT APPLICATION FOR AUTHORIZATIONS
UNDER FEDERAL POWER ACT § 204
Entergy Services, Inc. (“Entergy Services”), on behalf of its public utility affiliates
Entergy Arkansas, Inc. (“Entergy Arkansas”), Entergy Gulf States Louisiana, L.L.C. (“Entergy
Gulf States Louisiana”), Entergy Louisiana, LLC (“Entergy Louisiana”), Entergy Mississippi,
Inc. (“Entergy Mississippi”), Entergy New Orleans, Inc. (“Entergy New Orleans”), Entergy
Texas, Inc. (“Entergy Texas”), and System Energy Resources, Inc. (“System Energy Resources”)
(collectively, “Applicants”), respectfully requests the Federal Energy Regulatory Commission
(“FERC”) to grant an order pursuant to Section 204 of the Federal Power Act (“FPA”)
authorizing the Applicants to issue short-term debt securities having a maturity of not more than
one year in the form of promissory notes, commercial paper, or other forms of short-term debt
securities (“Short-Term Debt”).1 The Applicants request such authority during an authorization
period (“Authorization Period”) commencing as of October 31, 2011 and ending two years later.

1.
Entergy Services submits this application pursuant to FPA § 204, 16 U.S.C. § 824c, and
Part 34 of FERC’s regulations, 18 C.F.R. Part 34. Entergy Services is not a public utility subject to
FERC’s authority under FPA § 204 and does not request securities issuance authority in this application.

The Applicants request Short-Term Debt issuance authority in amounts not to exceed the
following amounts outstanding at any time:
Requested Short-Term Debt
Issuance Authority
$250 million
$200 million
$250 million
$175 million
$100 million
$200 million
$200 million

Applicant
Entergy Arkansas, Inc.
Entergy Gulf States Louisiana, L.L.C.
Entergy Louisiana, LLC
Entergy Mississippi, Inc.
Entergy New Orleans, Inc.
Entergy Texas, Inc.
System Energy Resources, Inc.

I.

BACKGROUND
Each Applicant is a public utility and a direct or indirect wholly-owned subsidiary of

Entergy Corporation. The Applicants, other than System Energy Resources, provide retail and
wholesale electric service to customers in portions of Arkansas, Louisiana, Mississippi, and
Texas and retail natural gas service to customers in portions of Louisiana. System Energy
Resources owns and leases an aggregate 90% undivided interest in Unit No. 1 of Grand Gulf
Steam Electric Generating Station located in Port Gibson, Mississippi (“Grand Gulf”), and sells
all the capacity and energy associated with that interest to Entergy Arkansas, Entergy Louisiana,
Entergy Mississippi, and Entergy New Orleans.
FERC previously has granted each Applicant authority under FPA § 204 to issue shortterm debt securities.2 FERC’s authorization in this proceeding for the term of the Authorization
Period will replace the authorizations it granted in those prior proceedings.

2.
Entergy Services, Inc., 129 FERC ¶ 62,031 (2009) (order granting FPA § 204 authority
for short-term debt security issuances to Entergy Arkansas, Entergy Gulf States Louisiana, Entergy
Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy Resources).

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II.

INFORMATION REQUIRED BY 18 C.F.R. SECTION 34.3
Entergy Services, on behalf of the Applicants, submits the following information in

accordance with the requirements of Section 34.3 of FERC’s regulations, 18 C.F.R. § 34.3:
A.

Applicants’ Names and Addresses (18 C.F.R. § 34.3(a))
Entergy Arkansas, Inc.
425 West Capitol Avenue
Little Rock, AR 72201
Entergy Gulf States Louisiana, L.L.C.
4809 Jefferson Highway
Jefferson, LA 70121
Entergy Louisiana, LLC
446 North Boulevard
Baton Rouge, LA 70802
Entergy Mississippi, Inc.
308 East Pearl Street
Jackson, MS 39201
Entergy New Orleans, Inc.
505 Magnolia Street
New Orleans, LA 70119
Entergy Texas, Inc.
350 Pine Street
Beaumont, TX 77701
System Energy Resources, Inc.
1340 Echelon Parkway
Jackson, MS 39201

B.

State in Which Applicant is Incorporated, Date of Incorporation, and States
in Which Applicant Operates (18 C.F.R. § 34.3(b))

Entergy Arkansas is a corporation organized under Arkansas law. It was formed on
October 2, 1926. Entergy Arkansas operates exclusively in Arkansas.
Entergy Gulf States Louisiana is a wholly-owned subsidiary of EGS Holdings, Inc.
(“EGS Holdings”), which in turn is a wholly-owned subsidiary of Entergy Corporation. Entergy

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Gulf States Louisiana is a limited liability company organized under Louisiana law. It was
formed on December 31, 2007. Entergy Gulf States Louisiana operates exclusively in Louisiana.
Entergy Louisiana is a wholly-owned subsidiary of Entergy Louisiana Holdings, Inc.
(“Entergy Louisiana Holdings”), which in turn is a wholly-owned subsidiary of Entergy
Corporation. Entergy Louisiana is a limited liability company organized under Texas law. It
was formed on December 31, 2005. Entergy Louisiana operates exclusively in Louisiana.
Entergy Mississippi is a corporation organized under Mississippi law. It was formed on
January 2, 1963. Entergy Mississippi operates exclusively in Mississippi.
Entergy New Orleans is a corporation organized under Louisiana law. It was formed on
January 1, 1926. Entergy New Orleans operates exclusively in Louisiana.
Entergy Texas is a corporation organized under Texas law. It was formed on December
17, 2007. Entergy Texas operates exclusively in Texas.
System Energy Resources is a corporation organized under Arkansas law. It was formed
on February 1, 1974. System Energy Resources owns and leases Grand Gulf.
C.

Name and Address of People Authorized to Receive Notices and
Communications in Respect to Application (18 C.F.R. § 34.3(c))

Notices, correspondence, and other communications concerning this Application should
be directed to the following persons:
Gregory W. Camet*
Associate General Counsel
Entergy Services, Inc.
101 Constitution Ave., N.W.
Suite 200 East
Washington, DC 20001
T: (202) 530-7322
[email protected]

Steven C. McNeal
Vice President and Treasurer
Entergy Services, Inc.
639 Loyola Avenue
New Orleans, LA 70113
T: (504) 576-4363
[email protected]

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Richard Armstrong*
Director, Federal Regulatory Affairs
Entergy Services, Inc.
101 Constitution Ave., N.W.
Suite 200 East
Washington, D.C. 20001
T: (202) 530-7341
[email protected]

Michael C. Griffen*
Morgan, Lewis & Bockius LLP
1111 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-2541
T: (202) 739-5257
[email protected]

Entergy Services requests that the individuals designated with an asterisk be placed on
the official service list for this proceeding and respectfully requests waiver of Rule 203(b)(3) of
FERC’s regulations, 18 C.F.R. § 385.203(b)(3), in order to permit designation of more than two
persons for service in this proceeding.
D.

Date by Which FERC Action is Requested (18 C.F.R. § 34.3(d))

Entergy Services requests FERC to act on this application on or before October 31, 2011.
E.

Full Description of the Securities Proposed to Be Issued (18 C.F.R. § 34.3(e))

Applicants request authority under FPA § 204 to issue the following types of Short-Term
Debt during the Authorization Period:
1.

Type and Nature of Securities to be Issued. The Short-Term Debt may

consist of any sort of debt securities having maturities of not more than one year. It is expected
that the Short-Term Debt would primarily be in the forms described below.
a.

Money Pool Borrowings.

Entergy Services and its affiliates

maintain a cash management arrangement (referred to as the “Money Pool”) as the primary
mechanism for funding the working capital needs of the Applicants and certain non-utility
affiliates of the Applicants (the “Money Pool Participants”).

The Applicants may make

unsecured short-term borrowings from other Money Pool Participants pursuant to a money pool
agreement, a current copy of which was filed with the FERC for informational purposes on April
7, 2011 pursuant to 18 C.F.R. § 141.500 (the “Money Pool Agreement”).

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Entergy Corporation participates in the Money Pool as a lender only and, pursuant to the
Money Pool Agreement, is not permitted to borrow funds made available by other Money Pool
Participants to the Money Pool.
b.

External Borrowings.

Each of the Applicants may establish

secured or unsecured lines of credit with various commercial banks either individually or on a
consolidated basis with one or more of the other Applicants. The Applicants may also issue,
reissue, and sell commercial paper.
c.

Other Intrasystem Short-Term Borrowing Arrangements.

The

Applicants may also enter into direct unilateral short-term borrowing arrangements, whereby an
Applicant borrows from its direct or indirect parent on a secured or unsecured basis.
2.

Amount of Securities to be Issued.

The Applicants request short-term

debt issuance authority in amounts not to exceed the following amounts outstanding at any time:
Requested Short-Term Debt
Issuance Authority
$250 million
$200 million
$250 million
$175 million
$100 million
$200 million
$200 million

Applicant
Entergy Arkansas, Inc.
Entergy Gulf States Louisiana, L.L.C.
Entergy Louisiana, LLC
Entergy Mississippi, Inc.
Entergy New Orleans, Inc.
Entergy Texas, Inc.
System Energy Resources, Inc.
3.

Interest or Dividend Rate. The Applicants understand that the FERC order

in this proceeding will authorize maximum interest rates for Short-Term Debt. Accordingly, the
Applicants are proposing that Short-Term Debt issued by them pursuant to such FERC order
bear interest rates at a rate that does not exceed (i) in respect of Short-Term Debt bearing interest
at a fixed rate, 5% per annum or (ii) in respect of Short-Term Debt bearing interest at a floating
rate, at a rate not to exceed 300 basis points above any of the following rates for loans, (a) the 1-

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month, 2-month, 3-month, 6-month or 12-month London Interbank Offering Rate or (b) the
prime rate or the federal funds rate, as identified in The Wall Street Journal, provided that if a
lender arranges such Short-Term Debt financing at a prime rate or federal funds rate other than
the average prime rate or federal funds rate identified in The Wall Street Journal for an
Applicant, such Applicant will make available upon request to its treasurer, a copy of the note or
instrument that identifies such interest rate.

In the pro forma financial information and

computation of interest coverage included in Exhibits C, D and E, the Applicants have assumed
an interest rate of 5%.
4.

Dates of Issuance and Maturities. The Short-Term Debt to be issued by

the Applicants during the Authorization Period will have terms of not more than one year.
5.

Institutional Ratings of the Securities. Currently, none of the Applicants

has any rated Short-Term Debt and they do not expect that any will be rated.
6.

Stock Exchange Listings. None of the Short-Term Debt for which the

Applicants request authorization in this application will be listed for trading on an exchange.
F.

Purpose For Issuing Securities (18 C.F.R. § 34.3(f))

The Applicants will use the proceeds received from the issuance and sale of Short-Term
Debt for working capital needs (including interim financing for construction expenditures), for
meeting long-term debt maturities and satisfying sinking fund requirements,3 and for the possible
refunding, redemption, purchase, or other acquisition of all or a portion of certain series of debt
and preferred securities, and for other lawful purposes.

3.
The Applicants’ only current sinking fund requirements are related to System Energy
Resources’ Grand Gulf and Entergy Louisiana’s Waterford 3 Nuclear Power Station sale and lease-back
obligations. The debt sinking funds in each case are paid out of regularly-scheduled rent payments under
the leases and therefore are not additional obligations over and above the respective lessee’s obligations
to pay rent.

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G.

State Authorizations (18 C.F.R. § 34.3(g))

The Applicants are not required to file an application with any state regulatory authority
for the issuance of securities for which authorization is requested from FERC in this application.
H.

Facts Showing Issuances Will be Lawful, Necessary, and Appropriate (18
C.F.R. § 34.3(h))

This application demonstrates that the Applicants’ proposed issuances of Short-Term
Debt are for lawful purposes to fund the Applicants’ day-to-day operations, which are within the
Applicants’ organizational purposes as set forth in each Applicant’s articles of incorporation or
organization and are properly authorized, or will be properly authorized, by their boards of
directors, compatible with the public interest, necessary, appropriate, and consistent with each
Applicant’s proper performance of its service as a public utility, and will not effect any change in
the quality of service provided to any Applicant’s rate-paying customers. Such issuances and
assumptions will not impair the Applicants’ ability to perform that service and are reasonably
necessary and appropriate for the purposes discussed in this application.
Each Applicant agrees that any Short-Term Debt issued pursuant to the authorization
requested in this application will be subject to the four restrictions on such securities specified in
FERC’s order in Westar Energy, Inc.4

4.
Westar Energy, Inc., 102 FERC ¶ 61,186 (2003). Consistent with Westar Energy, the
Applicants agree with the following conditions: (1) the proceeds of debt that is secured (i.e., backed) by
utility assets must be used for utility purposes only; (2) with respect to such utility asset-secured debt
issuances, if any utility assets that secure such debt issuances are divested or “spun off,” the debt must
“follow” the asset and be divested or “spun off” as well; (3) if assets financed with unsecured debt are
divested or “spun off,” the associated unsecured debt must follow those assets. Specifically, if any of the
proceeds from unsecured debt are used for non-utility purposes, the debt likewise must “follow” the nonutility assets and if the non-utility assets are divested or “spun off” then a proportionate share of debt must
“follow” the associated non-utility assets by being divested or “spun off” as well; and (4) with respect to
unsecured debt used for utility purposes, if utility assets financed by unsecured debt are divested or “spun
off” to another entity, then a proportionate share of the debt also must be divested or “spun off.” Westar
Energy, 102 FERC ¶ 61,186 at PP 20-21.

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I.

Limitation on the Issuance of Securities (18 C.F.R. § 34.3(i))
1.

Entergy Arkansas. Under its Second Amended and Restated Articles of

Incorporation, without the consent of the holders of a majority of the votes entitled to be cast by
its outstanding $100 Preferred Stock and Class A Preferred Stock voting together as a class,
Entergy Arkansas may not issue any unsecured notes, debentures, or other securities representing
unsecured debt (other than for the purpose of refunding or renewing outstanding unsecured
securities issued or assumed by Entergy Arkansas resulting in equal or longer maturities or
redeeming or otherwise retiring all outstanding shares of its preferred stock) if immediately after
such issue or assumption (i) the total outstanding principal amount of all unsecured notes,
debentures, or other securities representing unsecured debt of Entergy Arkansas will thereby
exceed twenty percent (20%) of the aggregate of all existing secured debt of Entergy Arkansas
and the capital stock, premiums thereon, and surplus of Entergy Arkansas, as stated on its books,
or (ii) the total outstanding principal amount of all unsecured notes, debentures, or other
securities representing unsecured debt of Entergy Arkansas of maturities of less than ten (10)
years will thereby exceed ten percent (10%) of such aggregate.

For the purposes of this

provision, the payment due upon the maturity of unsecured debt having an original single
maturity in excess of ten (10) years or the payment due upon the final maturity of any unsecured
serial debt which had original maturities in excess of ten (10) years shall not be regarded as
unsecured debt of a maturity of less than ten (10) years until such payment shall be required to be
made within three (3) years.
Entergy Arkansas takes steps to maintain compliance with the unsecured debt securities
issuance limitations under its Second Amended and Restated Articles of Incorporation. Entergy
Arkansas closely monitors its compliance with the limitations under its Second Amended and

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Restated Articles of Incorporation. The limitations apply to the issuance of securities. Every
quarter, Entergy Services calculates the amounts of unsecured debt securities issuable by Entergy
Arkansas under the applicable issuance limitation. By managing its outstanding unsecured and
secured debt, Entergy Arkansas is able to remain in compliance with the unsecured debt
securities issuance limitations under its Second Amended and Restated Articles of Incorporation.
In addition, under an existing credit facility, Entergy Arkansas may not have outstanding
debt, as defined in that facility, including short-term debt, in excess of 65% of its capitalization.
There is no other limit on the amount of Short-Term Debt that Entergy Arkansas may
issue under its Second Amended and Restated Articles of Incorporation or under its bond
indenture or similar debt instruments.
2.

Entergy Gulf States Louisiana. Under an existing credit facility, Entergy

Gulf States Louisiana may not have outstanding debt, as defined in that facility, including shortterm debt, in excess of 65% of its capitalization.
There is no other limit on the amount of Short-Term Debt that Entergy Gulf States
Louisiana may issue under its Articles of Organization and Operating Agreement or under its
bond indenture or similar debt instruments.
3.

Entergy Louisiana. Under an existing credit facility, Entergy Louisiana

may not have outstanding debt, as defined in that facility, including short-term debt, in excess of
65% of its capitalization.
There is no other limit on the amount of Short-Term Debt that Entergy Louisiana may
issue under its Articles of Organization and Regulations or under its bond indenture or similar
debt instruments.

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4.

Entergy Mississippi.

Under its Amended and Restated Articles of

Incorporation, without the consent of the holders of a majority of the votes entitled to be cast by
its outstanding $100 Preferred Stock and Class A Preferred Stock voting together as a class,
Entergy Mississippi may not issue or assume any unsecured notes, debentures, or other securities
representing unsecured debt for purposes other than: (i) the refunding of outstanding unsecured
indebtedness theretofore issued or assumed by Entergy Mississippi resulting in equal or longer
maturities, or (ii) the reacquisition, redemption, or retirement of all outstanding shares of its
preferred stock, if immediately after such issue or assumption, the total principal amount of all
unsecured notes, debentures, or other securities representing unsecured indebtedness issued or
assumed by Entergy Mississippi, including unsecured indebtedness then to be issued or assumed
(but excluding the principal amount then outstanding of any secured notes, debentures, or other
securities representing unsecured indebtedness having a maturity in excess of ten (10) years and
in an amount not exceeding ten percent (10%) of the aggregate of (a) and (b) of this provision)
would exceed ten percent (10%) of the aggregate of (a) the total principal amount of all bonds or
other securities representing unsecured indebtedness issued or assumed by Entergy Mississippi
and then to be outstanding, and (b) the capital and surplus of Entergy Mississippi as then to be
stated on the books of account of Entergy Mississippi.
When the maturity of unsecured notes, debentures, or other securities representing
unsecured debt of Entergy Mississippi with an original maturity in excess of ten (10) years, shall
become a maturity of ten (10) years or less, such debt shall then be regarded as unsecured debt of
a maturity of less than ten (10) years and shall be computed with such debt for the purposes of
determining the percentage ratio to the sum of (a) and (b), above, of unsecured debt of a maturity
of less than ten (10) years, and when provision shall have been made, whether through a sinking

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fund or otherwise, for the retirement, prior to their maturity, of unsecured notes, debentures, or
other securities representing unsecured debt of a maturity in excess of ten (10) years, the amount
of any such security so required to be retired in less than ten (10) years shall be regarded as
unsecured debt of a maturity of less than ten (10) years (and not as unsecured debt of a maturity
in excess of ten (10) years) and shall be computed with such debt for the purposes of determining
the percentage ratio of the sum of (a) and (b), above, of unsecured debt of a maturity of less than
ten (10) years, provided, however, that the payment due upon the maturity of unsecured debt
having an original single maturity in excess of ten (10) years or the payment due upon the latest
maturity of any serial debt which had original maturities in excess of ten (10) years shall not, for
purposes of this provision, be regarded as unsecured debt of a maturity of less than ten (10) years
until such payment shall be required to be made within three (3) years; furthermore, when
unsecured notes, debentures, or other securities representing unsecured debt of a maturity of less
than ten (10) years shall exceed ten percent (10%) of the sum of (a) and (b), above, no additional
unsecured notes, debentures, or other securities representing unsecured debt shall be issued or
assumed (except for the purpose set forth in (i) or (ii) above) until such ratio is reduced to ten
percent (10%) of the sum of (a) and (b), above.
Entergy Mississippi takes steps to maintain compliance with the unsecured debt securities
issuance limitations under its Amended and Restated Articles of Incorporation.

Entergy

Mississippi closely monitors its compliance with the limitations under its Amended and Restated
Articles of Incorporation. The limitations apply to the issuance of securities. Every quarter,
Entergy Services calculates the amounts of unsecured debt securities issuable by Entergy
Mississippi under the applicable issuance limitation. By managing its outstanding unsecured and

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secured debt, Entergy Mississippi is able to remain in compliance with the unsecured debt
securities issuance limitations under its Amended and Restated Articles of Incorporation.
In addition, under its existing credit facilities, Entergy Mississippi may not have
outstanding debt, as defined in that facility, including short-term debt, in excess of 65% of its
capitalization.
There is no other limit on the amount of Short-Term Debt that Entergy Mississippi may
issue under its Amended and Restated Articles of Incorporation or under its bond indenture or
similar debt instruments.
5.

Entergy New Orleans. There is no limit on the amount of Short-Term

Debt that Entergy New Orleans may issue under its Restated Articles of Incorporation or under
its bond indenture or similar debt instruments.
6.

Entergy Texas. Under an existing credit facility, Entergy Texas may not

have outstanding debt, as defined in that facility, including short-term debt, in excess of 65% of
its capitalization.
There is no other limit on the amount of Short-Term Debt that Entergy Texas may issue
under its Articles of Incorporation or under its bond indenture or similar debt instruments.
7.

System Energy Resources. Under an existing credit facility, System

Energy Resources may not have outstanding debt, as defined in that facility, including short-term
debt, in excess of 70% of its capitalization.
There is no other limit on the amount of Short-Term Debt that System Energy Resources
may issue under its Amended and Restated Articles of Incorporation or under its bond indenture
or similar debt instruments.

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J.

Summary of Rate Changes (18 C.F.R. § 34.3(j))

Applicants summarize the rate changes they experienced during the period for which they
submit financial statements in Exhibits C, D, and E of this application.
1.
a.

Entergy Arkansas.

Retail Rate Changes.

In September 2009, Entergy Arkansas filed with the Arkansas Public Service
Commission (“APSC”) for a general change in rates, charges, and tariffs. In June 2010, the
APSC approved a settlement and subsequent compliance tariffs that provide for a $63.7 million
rate increase, effective for bills rendered for the first billing cycle of July 2010. The settlement
provides for a 10.2% return on common equity (“ROE”).
In June 2010, Entergy Arkansas filed with the APSC for an updated Production Costs
Allocation Rider (“Rider PCA”) which is the tariff that collects from Entergy Arkansas’s retail
customers the annual bandwidth payments discussed in the Wholesale Rate Changes section
below. The redetermined Rider PCA rates went into effect with the first billing cycle in July
2010.
b.

Wholesale Rate Changes.

In May 2010, Entergy Services, on behalf of the Applicants, filed with the FERC the
Entergy Operating Companies’ annual transmission rate redetermination under their FERCjurisdictional open access transmission tariff (“OATT”). In its rate redetermination filing,
Entergy Services proposed to increase its network transmission service revenue requirement
from $484.4 million to $544.9 million effective June 1, 2010. The redetermined transmission
service rates for the Entergy transmission system became effective June 1, 2010.

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In May 2011, Entergy Services, on behalf of the Applicants, filed with FERC the Entergy
Operating Companies’ annual transmission rate redetermination under their OATT. In its rate
redetermination filing, Entergy Services proposed to increase its network transmission service
revenue requirement from $484.4 million to $544.9 million effective June 1, 2011.

The

redetermined transmission service rates for the Entergy transmission system became effective
June 1, 2011. The Entergy Operating Companies divide the revenue earned from transmission
service provided under the OATT on a load ratio share basis. Entergy Arkansas typically is
allocated approximately 21% of those revenues.
On behalf of the Entergy Operating Companies,5 Entergy Services made on May 27,
2010, the annual filing to implement the decision of the FERC in Opinion 480 and 480-A in
Docket No. ER10-1350 and amended such filing on September 24, 2010. This docket is the
fourth annual filing implementing the bandwidth formula set forth in Service Schedule MSS-3 of
the Entergy System Agreement, which contains the calculation of production costs for each of
the Entergy Operating Companies (“2010 Bandwidth Calculation”).

The 2010 Bandwidth

Calculation is based on calendar year 2009 data. Pursuant to the formula, Entergy Arkansas will
make payments of approximately $41.6 million under the 2010 Bandwidth Calculation. The
FERC accepted the filing effective June 2, 2010, subject to refund.

In March 2011, the

administrative law judge in the proceeding considering the 2010 Bandwidth Calculation issued
an order placing this proceeding in abeyance.
On May 27, 2011, Entergy Services made the fifth annual filing to implement this
decision containing the calculation of production costs based on calendar year 2010 data (“2011
Bandwidth Calculation”). Pursuant to the formula, Entergy Arkansas will make payments of
5.
The Entergy Operating Companies are Entergy Arkansas, Entergy Gulf States Louisiana,
Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas.

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approximately $77 million under the 2011 Bandwidth Calculation. Several parties intervened in
the proceeding at the FERC, including the Louisiana Public Service Commission (“LPSC”),
which filed a protest as well.
On March 21, 2011, Entergy Services, on behalf of Entergy Arkansas, made its 2011
Wholesale Formula Rate Update for Arkansas Electric Cooperative Corporation (“AECC”)
pursuant to the Power Coordination, Interchange and Transmission Service agreement between
Entergy Arkansas and AECC. In its rate updated filing, Energy Arkansas proposed to increase
its transmission and distribution service revenue requirement for AECC from $33.7 million to
$36.4 million effective March 1, 2011. AECC has filed a protest to the filing. FERC has not yet
acted on the filing.
2.
a.

Entergy Gulf States Louisiana.

Retail Rate Changes.

In May 2008, Entergy Gulf States Louisiana made its formula rate plan filing with the
LPSC for the 2007 test year. The filing reflected a 9.26% ROE, which was below the allowed
earnings bandwidth and indicated a $5.4 million revenue deficiency, offset by a $4.1 million
decrease in required additional capacity costs. Entergy Gulf States Louisiana implemented a
$20.7 million formula rate plan decrease, subject to refund, effective the first billing cycle in
September 2008. The decrease included removal of interim storm cost recovery and a reduction
in the storm damage accrual. Entergy Gulf States Louisiana then implemented a $16.0 million
formula rate plan increase, subject to refund, effective the first billing cycle in October 2008 to
collect previously deferred and ongoing costs associated with additional capacity approved by
the LPSC, including capacity from the Ouachita power plant. In November 2008 Entergy Gulf

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States Louisiana made a filing with the LPSC to implement an additional increase of $9.3 million
to recover the costs of a new purchased power agreement.
In October 2009, the LPSC approved a settlement that resolved Entergy Gulf States
Louisiana’s 2007 test year filing and provided for a new formula rate plan for the 2008, 2009,
and 2010 test years. The target midpoint ROE for the new formula rate plan is 10.65%, with an
earnings bandwidth of +/- 75 basis points (9.90% - 11.40%). Effective with the November 2009
billing cycle, Entergy Gulf States Louisiana reset its rates to achieve a 10.65% ROE for the 2008
test year. The rate reset, a $44.3 million increase that includes a $36.9 million cost of service
adjustment, plus $7.4 million net for increased capacity costs and a base rate reclassification, was
implemented in the November 2009 billing cycle, and the rate reset was subject to refund
pending review of the 2008 test year filing that was made in October 2009. In January 2010,
Entergy Gulf States Louisiana implemented an additional $23.9 million rate increase pursuant to
a special rate implementation filing made in December 2009, primarily for incremental capacity
costs approved by the LPSC. In May 2010, Entergy Gulf States Louisiana and the LPSC staff
submitted a joint report on the 2008 test year filing and requested that the LPSC accept the
report, which resulted in a $0.8 million reduction in rates effective in the June 2010 billing cycle
and a $0.5 million refund. At its May 19, 2010 meeting, the LPSC accepted the joint report.
In May 2010, Entergy Gulf States Louisiana made its formula rate plan filing with the
LPSC for the 2009 test year. The filing reflected a 10.25% ROE, which is within the allowed
earnings bandwidth, indicating no cost of service rate change is necessary under the formula rate
plan. The filing does reflect, however, a revenue requirement increase to provide supplemental
funding for the decommissioning trust maintained for the 70% share of the River Bend nuclear
generating station (“River Bend”) that is regulated by the LPSC, in response to a Nuclear

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Regulatory Commission (“NRC”) notification of a projected shortfall of decommissioning
funding assurance. The filing also reflected a rate increase for incremental capacity costs. In
July 2010 the LPSC approved a $7.8 million increase in the revenue requirement for
decommissioning, effective September 2010. In August 2010, Entergy Gulf States Louisiana
made a revised 2009 test year filing. The revised filing reflected a 10.12% earned ROE, which is
within the allowed earnings bandwidth, resulting in no cost of service adjustment. The revised
filing also reflected two increases outside the formula rate plan sharing mechanism: (1) the
previously approved decommissioning revenue requirement and (2) $25.2 million for capacity
costs. The rates reflected in the revised filing became effective beginning with the first billing
cycle of September 2010. Entergy Gulf States Louisiana and the LPSC staff subsequently
submitted a joint report on the 2009 test year filing consistent with these terms, and the LPSC
approved the joint report in January 2011.
In January 2011, Entergy Gulf States Louisiana filed with the LPSC its gas rate
stabilization plan for the test year ended September 30, 2010. The filing showed an earned ROE
of 8.84% and a revenue deficiency of $0.3 million. In March 2011, the LPSC staff filed its
findings, suggesting an adjustment that will produce an 11.76% earned ROE for the test year and
a $0.2 million rate reduction. Entergy Gulf States Louisiana implemented the $0.2 million rate
reduction effective with the May 2011 billing cycle.
On May 2, 2011, Entergy Gulf States Louisiana made a special formula rate plan rate
implementation filing with the LPSC that implements effective with the May 2011 billing cycle a
$5.1 million rate decrease to reflect adjustments in accordance with a previous LPSC order
relating to the acquisition of Unit 2 of the Acadia Energy Center by Entergy Louisiana. As a

18

result of this acquisition, Entergy Gulf States Louisiana’s allocation of capacity related to this
unit terminated, resulting in a reduction in the additional capacity revenue requirement.
In May 2011, Entergy Gulf States Louisiana made its formula rate plan filing with the
LPSC for the 2010 test year. The filing reflects an 11.11% ROE, which is within the allowed
earnings bandwidth, indicating no cost of service rate change is necessary under the formula rate
plan. The filing also reflects a $22.8 million rate decrease for incremental capacity costs. The
filing is currently subject to LPSC review.
b.

Wholesale Rate Changes.

As noted, in May 2010, Entergy Services, on behalf of the Applicants, filed with FERC
the Entergy Operating Companies’ annual transmission rate redetermination under their OATT.
In its rate redetermination filing, Energy Services proposed to increase its network transmission
service revenue requirement from $469.8 million to $484.4 million effective June 1, 2010. The
redetermined transmission service rates for the Entergy transmission system became effective
June 1, 2010. In May 2011, Entergy Services, on behalf of the Applicants, filed with FERC the
Entergy Operating Companies’ annual transmission rate redetermination under their OATT. In
its rate redetermination filing, Entergy Services proposed to increase its network transmission
service revenue requirement from $484.4 million to $544.9 million effective June 1, 2011. The
redetermined transmission service rates for the Entergy transmission system became effective
June 1, 2011.

The Entergy Operating Companies divide the revenue earned from transmission

service provided under the OATT on a load ratio share basis. Entergy Gulf States Louisiana
typically is allocated approximately 18% of those revenues.
As also noted, on behalf of the Entergy Operating Companies, Entergy Services made on
May 27, 2010, the annual filing to implement the decision of the FERC in Opinion 480 and 480-

19

A in Docket No. ER10-1350 and amended such filing on September 24, 2010. This docket is the
fourth annual filing implementing the 2010 Bandwidth Calculation which is based on calendar
year 2009 data. Pursuant to the formula, Entergy Gulf States Louisiana will neither receive nor
make any payments under the 2010 Bandwidth Calculation. The FERC accepted the filing
effective June 2, 2010, subject to refund. In March 2011, the administrative law judge in the
proceeding considering the 2010 Bandwidth Calculation issued an order placing this proceeding
in abeyance.
On May 27, 2011, Entergy Services made the fifth annual filing to implement this
decision containing the 2011 Bandwidth Calculation. Pursuant to the formula, Entergy Gulf
States Louisiana will receive payments of approximately $12 million under the 2011 Bandwidth
Calculation. Several parties intervened in the proceeding at the FERC, including the LPSC,
which filed a protest as well.
3.
a.

Entergy Louisiana.

Retail Rate Changes.

In October 2009 the LPSC approved a settlement that resolved Entergy Louisiana’s 2006
and 2007 test year filings and provided for a new formula rate plan for the 2008, 2009, and 2010
test years. 10.25% is the target midpoint ROE for the new formula rate plan, with an earnings
bandwidth of +/- 80 basis points (9.45% - 11.05%). Entergy Louisiana was permitted, effective
with the November 2009 billing cycle, to reset its rates to achieve a 10.25% ROE for the 2008
test year. The rate reset, a $2.5 million increase that included a $16.3 million cost of service
adjustment less a $13.8 million net reduction for decreased capacity costs and a base rate
reclassification, was implemented for the November 2009 billing cycle, and the rate reset was
subject to refund pending review of the 2008 test year filing that was made in October 2009. In

20

April 2010, Entergy Louisiana and the LPSC staff submitted a joint report on the 2008 test year
filing and requested that the LPSC accept the report, which resulted in a $0.1 million reduction in
rates effective in the May 2010 billing cycle and a $0.1 million refund. In addition, Entergy
Louisiana moved the recovery of approximately $12.5 million of capacity costs from fuel
adjustment clause recovery to base rate recovery. At its April 21, 2010 meeting, the LPSC
accepted the joint report.
In May 2010, Entergy Louisiana made its formula rate plan filing with the LPSC for the
2009 test year. The filing reflected a 10.82% ROE, which is within the allowed earnings
bandwidth, indicating no cost of service rate change is necessary under the formula rate
plan. The filing does reflect, however, a revenue requirement increase to provide supplemental
funding for the decommissioning trust maintained for Unit No. 3 of the Waterford Nuclear
Power Station, in response to a NRC notification of a projected shortfall of decommissioning
funding assurance. The filing also reflected a rate change for incremental capacity costs. In July
2010, the LPSC approved a $3.5 million increase in the retail revenue requirement for
decommissioning, effective September 2010. In August 2010, Entergy Louisiana made a revised
2009 test year formula rate plan filing. The revised filing reflected a 10.82% earned ROE, which
is within the allowed earnings bandwidth resulting in no cost of service adjustment. The filing
also reflected two increases outside of the formula rate plan sharing mechanism: (1) the
previously approved decommissioning revenue requirement, and (2) $2.2 million for capacity
costs. The rates reflected in the revised filing became effective beginning with the first billing
cycle of September 2010. Entergy Louisiana and the LPSC staff subsequently submitted a joint
report on the 2009 test year filing consistent with these terms and the LPSC approved the joint
report in December 2010.

21

On May 2, 2011, Entergy Louisiana made a special formula rate plan rate implementation
filing with the LPSC that implements effective with the May 2011 billing cycle a $43.1 million
net rate increase to reflect adjustments in accordance with a previous LPSC order relating to
acquisition of Unit 2 of the Acadia Energy Center. The net rate increase represents the decrease
in the additional capacity revenue requirement resulting from the termination of the power
purchase agreement with Acadia and the increase in the revenue requirement resulting from the
ownership of the Acadia facility. The filing is currently subject to LPSC review.
In May 2011, Entergy Louisiana made its formula rate plan filing with the LPSC for the
2010 test year. The filing reflects an 11.07% ROE, which is just outside of the allowed earnings
bandwidth and results in no cost of service rate change under the formula rate plan. The filing
also reflects an $8.7 thousand rate increase for incremental capacity costs. The filing is currently
subject to LPSC review.
b.

Wholesale Rate Changes.

As noted, in May 2010, Entergy Services, on behalf of the Applicants, filed with FERC
the Entergy Operating Companies’ annual transmission rate redetermination under their OATT.
In its rate redetermination filing, Entergy Services proposed to increase its network transmission
service revenue requirement from $469.8 million to $484.4 million effective June 1, 2010. The
redetermined transmission service rates for the Entergy transmission system became effective
June 1, 2010. In May 2011, Entergy Services, on behalf of the Applicants, filed with FERC the
Entergy Operating Companies’ annual transmission rate redetermination under their OATT. In
its rate redetermination filing, Energy Services proposed to increase its network transmission
service revenue requirement from $484.4 million to $544.9 million effective June 1, 2011. The
redetermined transmission service rates for the Entergy transmission system became effective

22

June 1, 2011.

The Entergy Operating Companies divide the revenue earned from transmission

service provided under the OATT on a load ratio share basis. Entergy Louisiana typically is
allocated approximately 26% of those revenues.
As also noted, on behalf of the Entergy Operating Companies, Entergy Services made on
May 27, 2010, the annual filing to implement the decision of the FERC in Opinion 480 and 480A in Docket No. ER10-1350 and amended such filing on September 24, 2010. This docket is the
fourth annual filing implementing the 2010 Bandwidth Calculation which is based on calendar
year 2009 data. Pursuant to the formula, Entergy Louisiana will neither receive nor make any
payments under the 2010 Bandwidth Calculation. The FERC accepted the filing effective June
2, 2010, subject to refund. In March 2011, the administrative law judge in the proceeding
considering the 2010 Bandwidth Calculation issued an order placing this proceeding in
abeyance.
On May 27, 2011, Entergy Services made the fifth annual filing to implement this
decision containing the 2011 Bandwidth Calculation.

Pursuant to the formula, Entergy

Louisiana will neither make nor receive payments under the 2011 Bandwidth Calculation.
Several parties intervened in the proceeding at the FERC, including the LPSC, which filed a
protest as well.
4.
a.

Entergy Mississippi.

Retail Rate Changes.

In September 2009, Entergy Mississippi made with the Mississippi Public Service
Commission (“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
ROE to a point within the formula rate plan bandwidth and eliminating the 50/50 sharing that

23

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 will continue to use a historical test year for its annual evaluation
reports under the plan.
In March 2010, Entergy Mississippi submitted its 2009 test year filing, its first annual
filing under the new formula rate plan rider.

In June 2010, the MPSC approved a joint

stipulation between Entergy Mississippi and the Mississippi Public Utilities Staff that provides
for no change in rates, but does provide for the deferral as a regulatory asset of $3.9 million of
legal expenses associated with certain litigation involving the Mississippi Attorney General, as
well as ongoing legal expenses in that litigation until the litigation is resolved.
In March 2011, Entergy Mississippi submitted its 2010 test year filing, showing an
earned return ROE of 10.65% for the test year, which is within the earnings bandwidth and
results in no change in rates. The filing is currently subject to MPSC review.
b.

Wholesale Rate Changes.

As noted, in May 2010, Entergy Services, on behalf of the Applicants, filed with FERC
the Entergy Operating Companies’ annual transmission rate redetermination under their OATT.
In its rate redetermination filing, Entergy Services proposed to increase its network transmission
service revenue requirement from $469.8 million to $484.4 million effective June 1, 2010. The
redetermined transmission service rates for the Entergy transmission system became effective
June 1, 2010. In May 2011, Entergy Services, on behalf of the Applicants, filed with FERC the

24

Entergy Operating Companies’ annual transmission rate redetermination under their OATT. In
its rate redetermination filing, Energy Services proposed to increase its network transmission
service revenue requirement from $484.4 million to $544.9 million effective June 1, 2011. The
redetermined transmission service rates for the Entergy transmission system became effective
June 1, 2011.

The Entergy Operating Companies divide the revenue earned from transmission

service provided under the OATT on a load ratio share basis. Entergy Mississippi typically is
allocated approximately 14% of those revenues.
As also noted, on behalf of the Entergy Operating Companies, Entergy Services made on
May 27, 2010, the annual filing to implement the decision of the FERC in Opinion 480 and 480A in Docket No. ER10-1350 and amended such filing on September 24, 2010. This docket is the
fourth annual filing implementing the 2010 Bandwidth Calculation which is based on calendar
year 2009 data. Pursuant to the formula, Entergy Mississippi will receive approximately $27
million under the 2010 Bandwidth Calculation. The FERC accepted the filing effective June 2,
2010, subject to refund.

In March 2011, the administrative law judge in the proceeding

considering the 2010 Bandwidth Calculation issued an order placing this proceeding in
abeyance.
On May 27, 2011, Entergy Services made the fifth annual filing to implement this
decision containing the 2011 Bandwidth Calculation.

Pursuant to the formula, Entergy

Mississippi will receive payments of approximately $40 million under the 2011 Bandwidth
Calculation. Several parties intervened in the proceeding at the FERC, including the LPSC,
which filed a protest as well.

25

5.
a.

Entergy New Orleans.

Retail Rate Changes.

On July 31, 2008, Entergy New Orleans filed an electric and gas base rate case with the
New Orleans City Council (“City Council”). On April 2, 2009, the City Council approved a
comprehensive settlement. The settlement provides for a net $35.3 million reduction in combined
fuel and non-fuel electric revenue requirement, including conversion of a $10.6 million voluntary
recovery credit, implemented in January 2008, to a permanent reduction and substantial
realignment of Grand Gulf cost recovery from fuel to base rates, and a $4.95 million gas base
rate increase, both effective June 1, 2009, with adjustment of the customer charges for all rate
classes. A new three-year formula rate plan was also adopted, with terms including an 11.1%
electric 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 ROE, with rates
changing on a prospective basis depending on whether Entergy New Orleans is over- or underearning. The formula rate plan also includes a recovery mechanism for City Council-approved
capacity additions, plus provisions for extraordinary cost changes and force majeure events.
In May 2010, Entergy New Orleans filed its first electric and gas formula rate plan
evaluation reports under the 2009 settlement. The filings requested a $12.8 million electric base
revenue decrease and a $2.4 million gas base revenue increase. Entergy New Orleans and the
City Council’s Advisors reached a settlement that resulted in an $18.0 million electric base
revenue decrease and zero gas base revenue change effective with the October 2010 billing
cycle. The City Council approved the settlement in November 2010.
In May 2011, Entergy New Orleans filed its second electric and gas formula rate plan
evaluation reports for the 2010 test year. The filings request a $6.5 million electric base revenue

26

decrease and a $1.1 million gas base revenue decrease. As part of the filing, Entergy New
Orleans is also requesting to increase annual funding for its storm reserve by approximately $3.7
million. The new rates would be effective, if approved, with the first billing cycle in October
2011. The City Council and the City Council Advisors’ review of these filings is pending.
The 2008 rate case settlement also 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. The
energy efficiency programs began implementation in the second quarter of 2011.
b.

Wholesale Rate Changes.

As noted, in May 2010, Entergy Services, on behalf of the Applicants, filed with FERC
the Entergy Operating Companies’ annual transmission rate redetermination under their OATT.
In its rate redetermination filing, Entergy Services proposed to increase its network transmission
service revenue requirement from $469.8 million to $484.4 million effective June 1, 2010. The
redetermined transmission service rates for the Entergy transmission system became effective
June 1, 2010. In May 2011, Entergy Services, on behalf of the Applicants, filed with FERC the
Entergy Operating Companies’ annual transmission rate redetermination under their OATT. In
its rate redetermination filing, Energy Services proposed to increase its network transmission
service revenue requirement from $484.4 million to $544.9 million effective June 1, 2011. The
redetermined transmission service rates for the Entergy transmission system became effective
June 1, 2011.

The Entergy Operating Companies divide the revenue earned from transmission

27

service provided under the OATT on a load ratio share basis. Entergy New Orleans typically is
allocated less than 5% of those revenues.
As also noted, on behalf of the Entergy Operating Companies, Entergy Services made on
May 27, 2010, the annual filing to implement the decision of the FERC in Opinion 480 and 480A in Docket No. ER10-1350 and amended such filing on September 24, 2010. This docket is the
fourth annual filing implementing the 2010 Bandwidth Calculation which is based on calendar
year 2009 data. Pursuant to the formula, Entergy New Orleans will neither make nor receive
payments under the 2010 Bandwidth Calculation. The FERC accepted the filing effective June
2, 2010, subject to refund. In March 2011, the administrative law judge in the proceeding
considering the 2010 Bandwidth Calculation issued an order placing this proceeding in
abeyance.
On May 27, 2011, Entergy Services made the fifth annual filing to implement this
decision containing the 2011 Bandwidth Calculation. Pursuant to the formula, Entergy New
Orleans will receive payments of approximately $25 million under the 2011 Bandwidth
Calculation. Several parties intervened in the proceeding at the FERC, including the LPSC,
which filed a protest as well.
6.
a.

Entergy Texas.

Retail Rate Changes.

In December 2009, Entergy Texas filed a rate case requesting a $198.7 million increase
reflecting an 11.5% ROE based on an adjusted June 2009 test year. The rate case also includes a
$2.8 million revenue requirement to provide supplemental funding for the decommissioning trust
maintained for the 70% share of River Bend for which Entergy Texas retail customers are
partially responsible, in response to a NRC notification of a projected shortfall of

28

decommissioning funding assurance. Beginning in May 2010, Entergy Texas implemented a
$17.5 million interim rate increase, subject to refund. Intervenors and the Public Utilities
Commission of Texas (“PUCT”) Staff filed testimony recommending adjustments that would
result in a maximum rate increase, based on the PUCT Staff’s testimony, of $58 million.
The parties filed a settlement in August 2010 intended to resolve the rate case
proceeding. The settlement provides for a $59 million base rate increase for electricity usage
beginning August 15, 2010, with an additional increase of $9 million for bills rendered beginning
May 2, 2011. The settlement stipulates an authorized ROE of 10.125%. Baseline values were
established to be used in Entergy Texas’s request for a transmission cost recovery factor that will
be made in a separate proceeding. The settlement states that Entergy Texas’s fuel costs for the
period April 2007 through June 2009 are reconciled, with $3.25 million of disallowed costs,
which were included in an interim fuel refund.

The settlement also sets River Bend

decommissioning costs at $2.0 million annually. Consistent with the settlement, in the third
quarter 2010, Entergy Texas amortized $11 million of rate case costs. The PUCT approved the
settlement in December 2010.
b.

Wholesale Rate Changes.

As noted, in May 2010, Entergy Services, on behalf of the Applicants, filed with FERC
the Entergy Operating Companies’ annual transmission rate redetermination under their OATT.
In its rate redetermination filing, Entergy Services proposed to increase its network transmission
service revenue requirement from $469.8 million to $484.4 million effective June 1, 2010. The
redetermined transmission service rates for the Entergy transmission system became effective
June 1, 2010. In May 2011, Entergy Services, on behalf of the Applicants, filed with FERC the
Entergy Operating Companies’ annual transmission rate redetermination under their OATT. In

29

its rate redetermination filing, Energy Services proposed to increase its network transmission
service revenue requirement from $484.4 million to $544.9 million effective June 1, 2011. The
redetermined transmission service rates for the Entergy transmission system became effective
June 1, 2011.

The Entergy Operating Companies divide the revenue earned from transmission

service provided under the OATT on a load ratio share basis. Entergy Texas typically is
allocated approximately 17% of those revenues.
As also noted, on behalf of the Entergy Operating Companies, Entergy Services made on
May 27, 2010, the annual filing to implement the decision of the FERC in Opinion 480 and 480A in Docket No. ER10-1350 and amended such filing on September 24, 2010. This docket is the
fourth annual filing implementing the 2010 Bandwidth Calculation which is based on calendar
year 2009 data. Pursuant to the formula, Entergy Texas will neither receive nor make any
payments under the 2010 Bandwidth Calculation. The FERC accepted the filing effective June
2, 2010, subject to refund. In March 2011, the administrative law judge in the proceeding
considering the 2010 Bandwidth Calculation issued an order placing this proceeding in
abeyance.
On May 27, 2011, Entergy Services made the fifth annual filing to implement this
decision containing the 2011 Bandwidth Calculation. Pursuant to the formula, Entergy Texas
will neither make nor receive payments under the 2011 Bandwidth Calculation. Several parties
intervened in the proceeding at the FERC, including the LPSC, which filed a protest as well.
7.

System Energy Resources. System Energy Resources’ monthly charges

for wholesale power sales are determined pursuant to a cost-based formula rate on file with
FERC. System Energy Resources’ wholesale rate schedule has not changed in recent years.

30

K.

Form of Notice (18 C.F.R. § 34.3(k))

Applicants are not required to submit a form of notice of filing suitable for publication in
the Federal Register.

IV.

EXHIBITS
Applicants provide the exhibits required by 18 C.F.R. § 34.4, as follows:
Exhibit A:

Statement of organizational purposes from each Applicant’s Articles of
Incorporation or Articles of Organization.

Exhibit B:

Forms of unanimous written consent to be adopted by each Applicant’s
Board of Directors authorizing the issuance of the securities described in
this application. Applicants will submit to FERC signed versions of the
unanimous written consents after they have been executed by the members
of each Applicant’s Board of Directors.

Exhibit C:

Balance sheet for each Applicant as of March 31, 2011, on both an actual
and pro forma basis, in the form prescribed for the “Comparative Balance
Sheet” of FERC Form 1.

Exhibit D:

Income statement for each Applicant as of and for the twelve months
ended March 31, 2011, on both an actual and pro forma basis, in the form
prescribed for the “Statement of Income for the Year” of FERC Form 1.

Exhibit E:

Statements of cash flows and computation of interest coverage for each
Applicant as of and for the twelve months ended March 31, 2011, on both
an actual and pro forma basis, in the form prescribed for the “Statement of
Cash Flows” of FERC Form 1, together with the form prescribed by 18

31

C.F.R. § 34.4(e) for the computation of interest coverage. Exhibit E
demonstrates that each Applicant will have an interest coverage ratio
greater than 2.0 under the pro forma calculations that reflect the proposed
issuances described herein.
Exhibit F:

V.

Not applicable.

REQUEST FOR WAIVER OR EXEMPTION FROM COMPETITIVE BIDDING
RULES
Under § 34.2(b) (3) of the FERC’s regulations, the competitive bidding and negotiated

private placement requirements of § 34.2(a) do not apply to the placement of securities (such as
Short-Term Debt) having maturities of one year or less.

32

VI.

CONCLUSION
C
For the reasons discussedd in this application, Appplicants requuest FERC to
t authorize them

2 to issue and sell shoort-term debbt securities up to the lim
mits identifiied in
pursuant to FPA § 204
2
and ending two years
this appllication duriing the periiod beginninng as of Occtober 31, 2011
thereafterr. Applican
nts also requuest waiver of,
o or exempption from, FERC’s
F
com
mpetitive biddding
requirem
ments set forth
h at 18 C.F.R
R. § 34.2.
Respectfullyy submitted,,

By:

______________________________________________
Michael C. Griffen
Morgan, Leewis & Bockkius LLP
1111 Pennssylvania Aveenue, N.W.
Washingtonn, DC 200044-2541
Gregory W. Camet
Associate General
G
Counnsel
Entergy Serrvices, Inc.
101 Constittution Ave., N.E.,
N
Suite 200
2 East
Washingtonn, DC 200011
fo Entergy Services,
S
Incc.,
Attorneys for
on behalf off
Entergy Arkkansas, Inc.,,
Entergy Guulf States Louuisiana, L.L.C.,
Entergy Louuisiana, LLC
C,
Entergy Mississippi, Incc.,
Entergy New
w Orleans, Inc.,
I
Entergy Texxas, Inc.,
and System
m Energy Ressources, Inc.

Dated: Juuly 28, 2011

33

Exhibit A
Statement of Organizational Purposes
From Each Applicant’s
Articles of Incorporation or Articles of Organization

Exhibit A – Entergy Arkansas, Inc.
Entergy Arkansas, Inc.
Second Amended and Restated Articles of Incorporation
Statement of Corporate Purposes
THIRD: Purposes. The purpose of the Corporation is to engage in any lawful act or activity for
which corporations may be organized under the Arkansas Business Corporation Act. The
primary purpose for which the Corporation is organized, which is provided for informational
purposes only and shall not limit the purposes provided in the Arkansas Business Corporation
Act, is to engage in the business of constructing, holding, operating, and maintaining (i)
telephone, telegraph, radio, wireless and other systems, facilities, structures and devices for the
receipt and transmission of sounds and signals, (ii) inter-urban, city and street railways, railroads,
and bus lines, and (iii) systems, facilities, structures and devices for the manufacture, production,
transmission, distribution, control, storage, purchase, sale, supply and application of electricity,
gas, water, steam, ice, refrigeration, and power.

Exhibit A – Entergy Gulf States Louisiana, L.L.C.
Entergy Gulf States Louisiana, L.L.C.
Articles of Organization
Statement of Organizational Purposes
ARTICLE II
Purpose
The purpose of the company is to engage in any lawful activity for which limited liability
companies may be formed under the Limited Liabilities Company Law of Louisiana, La R.S.
12:1301 et. seq.

Exhibit A – Entergy Louisiana, LLC
Entergy Louisiana, LLC
Articles of Organization
Statement of Organizational Purposes
ARTICLE 4
The objects and purposes of this Company and for which the Company is organized are stated
and declared to be to engage in any lawful activity for which limited liability companies may be
formed under the Texas Limited Liability Company Act (the “Act”), including specifically, but
not by way of limitation, the purchasing or otherwise acquiring, holding, mortgaging or
otherwise encumbering, and selling or otherwise alienating of real estate and all forms of
immovable property, as well as all forms of personal and mixed property; and further, and
without in any way limiting the foregoing, the Company shall have all powers which limited
liability companies may have, and may carry on all businesses of any and every nature and kind
which limited liability companies may have, and may carry on all businesses of any and every
nature and kind which limited liability companies may carry on, under the Act, including, but not
by way of limitation, the following business or businesses:
To acquire, buy, hold, own, sell, lease, exchange, dispose of, pledge, mortgage, encumber,
hypothecate, finance, deal in, construct, build, install, equip, improve, use, operate, maintain and
work upon:
(a) Any and all kinds of plants and systems for the manufacture, production, generation, storage,
utilization, purchase, sale, supply, transmission, distribution or disposition of electricity, gas or
water, or power produced thereby;
(b) Any and all kinds of plants and systems for the manufacture of ice;
(c) Any and all kinds of works, power plants, structures, substations, systems, tracks, machinery,
generators, motors, lamps, poles, pipes, wires, cables, conduits, apparatus, devises, equipment,
supplies, articles and merchandise of every kind in anywise connected with or pertaining to the
manufacture, production, generation, purchase, use, sale, supply, transmission, distribution,
regulation, control or application of electricity, gas, water and power;
To acquire, buy, hold, own, sell, lease, exchange, dispose of, transmit, distribute, deal in, use,
manufacture, produce, furnish and supply electricity, power, energy, gas, light, heat and water in
any form and for any purposes whatsoever;

1

To purchase, acquire, develop, hold, own and dispose of lands, interests in and rights with
respect to lands and waters and fixed and movable or personal property necessary or suitable for
the carrying out of any of the foregoing powers;
To borrow money and contract debts when necessary for the transaction of the business of the
Company or for the exercise of its rights, privileges or franchises or for any other lawful purpose
of its organization; to issue bonds, promissory notes, bills of exchange, debentures and other
obligations and evidences of indebtedness payable at a specified time or times or payable upon
the happening of a specified event or events, whether secured by mortgage, pledge, or otherwise,
or unsecured, for money borrowed or in payment for property purchased or acquired or any other
lawful objects;
To guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the
shares of the capital stock or other evidences of ownership of, or any bonds, securities or
evidences of indebtedness created by, any other entity or entities organized under the laws of the
State of Texas or of any other state or government and formed for the purpose of carrying out
any of the foregoing powers and, while the owner of such stock or other evidence of ownership,
to exercise all the rights, powers and privileges of ownership, including the right to vote thereon,
and to do any acts designed to protect, preserve, improve or enhance the value of any property at
any time held or controlled by the Company, or in which it may be at any time interested; and to
organize or promote or facilitate the organization of subsidiary companies for the purpose of
carrying out any of the foregoing powers;
To purchase, hold, sell and transfer units of its own membership interests, provided the units of
its own membership interests owned by the Company shall not be voted upon directly or
indirectly, nor counted as outstanding for the purposes of any members’ quorum or vote;
To conduct business at one or more offices and hold, purchase, mortgage and convey real and
personal property in the State of Texas and in any of the several states, territories, possessions
and dependencies of the United States, the District of Columbia and foreign countries;
In any manner to acquire, enjoy, utilize and to dispose of patents, copyrights and trademarks and
any licenses or other rights or interests therein and thereunder necessary for an in its opinion
desirable for or in connection with the foregoing powers;
To purchase acquire, enjoy, hold, own and dispose of franchises, concessions, consents,
privileges and licenses necessary for and in its opinion useful or desirable for or in connection
with the foregoing powers; and
To do all and everything necessary and proper for the accomplishment of the objects enumerated
in these Articles of Organization or any amendment thereof or necessary or incidental to the
protection and benefit of the Company.
Lack of capacity of the Company shall never be made the basis of any claim or defense at law or
in equity.

2

Exhibit A – Entergy Mississippi, Inc.
Entergy Mississippi, Inc.
Second Amended and Restated Articles of Incorporation
Statement of Corporate Purposes
THIRD: The purpose or purposes which the Corporation is authorized to pursue are:
To acquire, buy, hold, own, sell, lease, exchange, dispose of, finance, deal in, construct, build,
equip, improve, use, operate, maintain and work upon:
(a)
Any and all kinds of plants and systems for the manufacture, production, storage,
utilization, purchase, sale, supply, transmission, distribution or disposition of electricity, natural
or artificial gas, water or steam, or power produced thereby, or of ice and refrigeration of any and
every kind;
(b)
Any and all kinds of telephone, telegraph, radio, wireless and other systems, facilities and
devices for the receipt and transmission of sounds and signals, any and all kinds of interurban,
city and street railways and railroads and bus lines for the transportation of passengers and/or
freight, transmission lines, systems, appliances, equipment and devices and tracks, stations,
buildings and other structures and facilities;
(c)
Any and all kinds of works, power plants, manufactories, structures, substations, systems,
tracks, machinery, generators, motors, lamps, poles, pipes, wires, cables, conduits, apparatus,
devices, equipment, supplies, articles and merchandise of every kind pertaining to or in anywise
connected with the construction, operation or maintenance of telephone, telegraph, radio,
wireless and other systems, facilities and devices for the receipt and transmission of sounds and
signals, or of interurban, city or street railways and railroads and bus lines, or in anywise
connected with or pertaining to the manufacture, production, purchase, use, sale, supply,
transmission, distribution, regulation, control or application of electricity, natural or artificial gas,
water, steam, ice, refrigeration and power or any other purposes;
To acquire, buy, hold, own, sell, lease, exchange, dispose of, transmit, distribute, deal in, use,
manufacture, produce, furnish and supply street and interurban railway and bus service,
electricity, natural or artificial gas, light, heat, ice, refrigeration, water and steam in any form and
for any purposes whatsoever, and any power or force or energy in any form and for any purposes
whatsoever;
To buy, sell, manufacture, produce and generally deal in milk, cream and any articles or
substances used or usable in or in connection with the manufacture and production of ice cream,
ices, beverages and soda fountain supplies; to buy, sell, manufacture, produce and generally deal
in ice cream and ices;

1

To acquire, organize, assemble, develop, build up and operate constructing and operating and
other organizations and systems, and to hire, sell, lease, exchange, turn over, deliver and dispose
of such organizations and systems in whole or in part and as going organizations and systems
and otherwise, and to enter into and perform contracts, agreements and undertakings of any kind
in connection with any or all the foregoing powers;
To do a general contracting business;
To purchase, acquire, develop, mine, explore, drill, hold, own and dispose of lands, interests in
and rights with respect to lands and waters and fixed and movable property;
To borrow money and contract debts when necessary for the transaction of the business of the
Corporation or for the exercise of its corporate rights, privileges or franchises or for any other
lawful purpose of its incorporation; to issue bonds, promissory notes, bills of exchange,
debentures and other obligations and evidences of indebtedness payable at a specified time or
times or payable upon the happening of a specified event or events, whether secured by
mortgage, pledge or otherwise or unsecured, for money borrower or in payment for property
purchased or acquired or any other lawful objects;
To guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the
shares of the capital stock of, or any bonds, securities or evidences of indebtedness created by,
any other corporation or corporations of the State of Mississippi or any other state or government
and, while the owner of such stock, to exercise all the rights, powers and privileges of individual
ownership with respect thereto including the right to vote thereon, and to consent and otherwise
act with respect thereto;
To aid in any manner any corporation or association, domestic or foreign, or any firm or
individual, any shares of stock in which or any bonds, debentures, notes, securities, evidences of
indebtedness, contracts or obligations of which are held by or for the Corporation or in which or
in the welfare of which the Corporation shall have any interest, and to do any acts designed to
protect, preserve, improve or enhance the value of any property at any time held or controlled by
the Corporation, or in which it may be at any time interested; and to organize or promote or
facilitate the organization of subsidiary companies;
To purchase, hold, sell and transfer shares of its own capital stock, provided that the Corporation
shall not purchase its own shares of capital stock except from surplus of its assets over its
liabilities including capital; and provided, further, that the shares of its own capital stock owned
by the Corporation shall not be voted upon directly or indirectly nor counted as outstanding for
the purposes of any stockholders’ quorum or vote;
In any manner to acquire, enjoy, utilize and to dispose of patents, copyrights and trade-marks and
any licenses or other rights or interests therein and thereunder;
To purchase, acquire, hold, own or dispose of franchises, concessions, consents, privileges and
licenses necessary for and in its opinion useful or desirable for or in connection with the
foregoing powers;

2

To do all and everything necessary and proper for the accomplishment of the objects enumerated
in these Second Amended and Restated Articles of Incorporation or any amendment thereof or
necessary or incidental to the protection and benefits of the Corporation, and in general to carry
on any lawful business necessary or not incidental to the attainment of the objects of the
Corporation whether or not such business is similar in nature to the objects set forth in these
Second Amended and Restated Articles of Incorporation or any amendment thereof.
To do any or all things herein set forth, to the same extent and as fully as natural persons might
or could do, and in any part of the world, and as principal, agent, contractor or otherwise, and
either alone or in conjunction with any other persons, firms, associations or corporations;
To conduct its business in all its branches in the State of Mississippi, other states, the District of
Columbia, the territories and colonies of the United States, and any foreign countries, and to
have one or more offices out of the State of Mississippi and to hold, purchase, mortgage and
convey real and personal property both within and without the State of Mississippi; provided,
however, that the Corporation shall not exercise any of the powers set forth herein for the
purpose of engaging in business as a street railway, telegraph or telephone company unless prior
thereto this Article THIRD shall have been amended to set forth a description of the line and the
points it will traverse.

3

Exhibit A – Entergy New Orleans, Inc.
Entergy New Orleans, Inc.
Amended and Restated Articles of Incorporation
Statement of Corporate Purposes
FIRST: The name of the Corporation shall be “ENTERGY NEW ORLEANS, INC.”, and said
Corporation shall have, possess and exercise all the rights, powers, privileges, immunities and
franchises of the corporations, parties hereto, and shall be subject to all the duties and obligations
of said respective corporations; it shall have, enjoy and be possessed of all of the property, real,
personal and mixed, of every kind and nature, owned, possessed and enjoyed by same, in such
form and denominations and bearing such interest as the Board of Directors may determine, and
to secure payment thereof by mortgage of every and all of the property, franchises, rights,
privileges and immunities of said Corporation at the time of the consolidation acquired or
thereafter to be acquired and of the companies, parties hereto; to do all acts and things which said
companies so consolidated or any of them might have done previous to said consolidation, and
the further right to consolidate with any other street railway company, electric company or gas
light company, or any other consolidated company.
*************
FOURTH: The objects and purposes for which this Corporation is established to engage in any
lawful activity for which corporations may be formed under the Business Corporation Law of the
Louisiana.

Exhibit A – Entergy Texas, Inc.
Entergy Texas, Inc.
Articles of Incorporation
Statement of Corporate Purposes
ARTICLE 4
The objects and purposes of the Corporation and for which the Corporation is organized
are stated and declared to engage in any lawful activity for which corporations may be formed
under the Texas Business Organizations Code (the “Code”).

Exhibit A – System Energy Resources, Inc.
System Energy Resources, Inc.
Amended and Restated Articles of Incorporation
Statement of Corporate Purposes
FOURTH: The purpose of the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the Arkansas Business Corporation Act. The primary
purposes for which the Corporation is organized, which are provided for informational purposes
only and shall not limit the purposes provided in the Arkansas Business Corporation Act, are as
follows:
1)

To generate and to sell or otherwise dispose of electric power and energy;

2)
To acquire, operate or engage in any business which may be necessary, appropriate,
convenient or incidental to either of the foregoing;
3)
To conduct business, have one or more offices, hold, acquire by purchase, lease or
otherwise, and to construct, extend, own, finance, deal in, sell, mortgage or otherwise dispose of,
maintain, manage and operate all property, real, personal and mixed, which may be necessary,
appropriate, convenient or incidental to such business or businesses in the State of Arkansas and
in any of the several states, territories, possessions and dependencies of the United States, the
District of Columbia and in foreign countries;
4)
To act as agent, operator, manager, broker or factor for any person, individual, firm,
corporation or other bodies; and
5)
To do any and all things herein set forth, to the same extent and as fully as natural
persons might or could do, in any part of the world, as principal, agent, contractor or otherwise,
and either alone or in conjunction with any other person, firm, association or corporation.

Exhibit B
Form of Unanimous Written Consent to be
Adopted by Each Applicant’s Board of Directors

Unanimous Written Consent Of
Entergy Arkansas, Inc.
Board of Directors
Effective Date: [

], 2011

The undersigned, being all of the Directors of Entergy Arkansas, Inc., an Arkansas
corporation (the “Company”), do hereby waive all notice and the holding of a meeting, and
pursuant to the provisions of Ark. Code Ann. § 4-27-821, do hereby take the following actions
without a meeting and consent to such actions by our execution of the consent intending to have
the same force and effect as a unanimous vote at a meeting:
WHEREAS,

the issuance of short-term debt securities by the Company through a cash
management arrangement (referred to as the “Money Pool”) and the issuance of other short-term
debt securities are subject to the requirements of Sections 204 and 203, respectively, of the
Federal Power Act (the “Act”), effective February 8, 2006; and
WHEREAS,

Entergy Services, Inc. (“ESI”) on behalf of the Company has filed an
application (the “FERC Application”) with the Federal Energy Regulatory Commission (the
“FERC”) requesting authorization, among other things, for the Company, from time to time,
during the period from October 31, 2011, the requested effective date of the FERC’s Order
issued in response to the FERC Application (the “FERC Order”), through October 31, 2013
(except as otherwise provided by the FERC) (the “Authorization Period”), to make unsecured
short-term borrowings through the Money Pool, to issue short-term debt securities in connection
with borrowings to Entergy Corporation (“Entergy”) pursuant to direct unilateral borrowing
arrangements, and to issue short-term debt pursuant to borrowings from commercial banks and
through the issuance of commercial paper, up to an aggregate amount at any one time
outstanding of $250 million; and
WHEREAS,

it is necessary and appropriate for the Company to authorize and ratify the
actions of the officers of the Company in preparing, executing and filing the FERC Application
and, subject to receipt of the requested approval of the FERC under the Act, to authorize the
officers of the Company to undertake from time to time during the Authorization Period, the
financing transactions, which are the subject of such FERC Application:
NOW THEREFORE BE IT:
RESOLVED, that subject to the requisite authorization of the FERC under the Act and to
the requirements of the Entergy System Approval Authority Policy (the “ESAAP”), the officers
of the Company be, and they hereby are, authorized on behalf of the Company to issue and sell,
from time to time, during the Authorization Period: (a) promissory note(s) of the Company,
payable on demand (or otherwise on such date or dates as said officers in their discretion deem
advisable) to ESI, as agent for the company or companies lending funds, for the purpose of
effecting loans from those companies participating in the Money Pool; (b) promissory note(s) of
the Company, payable to Entergy (and/or other related loan documentation), for the purpose of
effecting short-term loans from Entergy, pursuant to one or more direct, unilateral lending
arrangements; (c) promissory notes of the Company, payable to the lending bank or banks

1

(and/or other related loan documentation), for the purpose of effecting short-term loans from one
or more commercial banks; and (d) commercial paper of the Company to one or more dealers, up
to an aggregate amount of all such securities at any one time outstanding of $250 million; and
further
RESOLVED,

that subject to the requisite authorization of the FERC under the Act, and the
requirements of the ESAAP, the officers of the Company be, and they hereby are, authorized, on
behalf of the Company, from time to time through the Authorization Period, to make short-term
loans through the Money Pool, and in consideration thereof, to direct ESI as agent for the
Company, to acquire promissory notes of the borrowing company or companies, payable upon
demand or otherwise on such date or dates as such officers in their discretion deem advisable and
to enter into any agreements or related amendments evidencing the Money Pool ; and further
RESOLVED,

that the officers of the Company be, and they are hereby are, authorized on
behalf of the Company to grant a security interest in the Company’s accounts receivable from its
retail electric utility customers to secure the Company’s obligations to one or more commercial
banks; and further
RESOLVED, that the officers of the Company be, and they hereby are, authorized on
behalf of the Company to sign, execute, deliver and/or file any and all such papers and
documents and to do and perform any and all such acts and things, as they deem necessary,
proper or desirable to effectuate and carry out the purposes of the foregoing resolutions; and
further
RESOLVED,

that (i) the actions of the officers of the Company in preparing, executing and
filing the FERC Application, and (ii) any actions heretofore taken by the officers of the
Company in furtherance of the transactions authorized by the above resolutions be, and the same
hereby are, in all respects, approved, certified and confirmed.
The undersigned constituting all of the members of the Board do hereby consent to and
approve the adoption of the foregoing resolutions effective as of the date first written above.
This Consent may be executed in any number of counterparts, each of which shall be deemed an
original and all of which together shall constitute one instrument.
[Signature Page Follows]

2

Unanimous Written Consent Of
Entergy Arkansas, Inc.
Board of Directors
Effective Date: [

], 2011

DIRECTORS:
Hugh T. McDonald
Leo P. Denault
Mark T. Savoff
Gary J. Taylor

Hugh T. McDonald

Leo P. Denault

Mark T. Savoff

Gary J. Taylor

3

Unanimous Written Consent Of
Entergy Gulf States Louisiana, L.L.C.
Board of Directors
Effective Date: [

], 2011

The undersigned, being all of the Directors of Entergy Gulf States Louisiana, L.L.C., a
Louisiana limited liability company (the “Company”), do hereby unanimously consent, pursuant
to Section 9.10 of the Company’s Operating Agreement, to the adoption, and do hereby adopt,
the following resolutions without a meeting and consent to such actions by our execution of this
consent, intending it to have the same force and effect as a unanimous vote at a meeting
WHEREAS,

the issuance of short-term debt securities by the Company through a cash
management arrangement (referred to as the “Money Pool”) and the issuance of other short-term
debt securities are subject to the requirements of Sections 204 and 203, respectively, of the
Federal Power Act (the “Act”), effective February 8, 2006; and
WHEREAS,

Entergy Services, Inc. (“ESI”) on behalf of the Company has filed an
application (the “FERC Application”) with the Federal Energy Regulatory Commission (the
“FERC”) requesting authorization, among other things, for the Company, from time to time,
during the period from October 31, 2011, the requested effective date of the FERC’s Order
issued in response to the FERC Application (the “FERC Order”), through October 31, 2013
(except as otherwise provided by the FERC) (the “Authorization Period”), to make unsecured
short-term borrowings through the Money Pool, to issue short-term debt securities in connection
with borrowings to Entergy Corporation (“Entergy”) or EGS Holdings, Inc. (“EGS Holdings”)
pursuant to direct unilateral borrowing arrangements, and to issue short-term debt pursuant to
borrowings from commercial banks and through the issuance of commercial paper, up to an
aggregate amount at any one time outstanding of $200 million; and
WHEREAS,

it is necessary and appropriate for the Company to authorize and ratify the
actions of the officers of the Company in preparing, executing and filing the FERC Application
and, subject to receipt of the requested approval of the FERC under the Act, to authorize the
officers of the Company to undertake from time to time during the Authorization Period, the
financing transactions, which are the subject of such FERC Application:
NOW THEREFORE BE IT:
RESOLVED, that subject to the requisite authorization of the FERC under the Act and to
the requirements of the Entergy System Approval Authority Policy (the “ESAAP”), the officers
of the Company be, and they hereby are, authorized on behalf of the Company to issue and sell,
from time to time, during the Authorization Period: (a) promissory note(s) of the Company,
payable on demand (or otherwise on such date or dates as said officers in their discretion deem
advisable) to ESI, as agent for the company or companies lending funds, for the purpose of
effecting loans from those companies participating in the Money Pool; (b) promissory note(s) of
the Company, payable to Entergy or EGS Holdings (and/or other related loan documentation),
for the purpose of effecting short-term loans from Entergy or EGS Holdings, pursuant to one or
more direct, unilateral lending arrangements; (c) promissory notes of the Company, payable to

1

the lending bank or banks (and/or other related loan documentation), for the purpose of effecting
short-term loans from one or more commercial banks; and (d) commercial paper of the Company
to one or more dealers, up to an aggregate amount of all such securities at any one time
outstanding of $200 million; and further
RESOLVED,

that subject to the requisite authorization of the FERC under the Act, and the
requirements of the ESAAP, the officers of the Company be, and they hereby are, authorized, on
behalf of the Company, from time to time through the Authorization Period, to make short-term
loans through the Money Pool, and in consideration thereof, to direct ESI as agent for the
Company, to acquire promissory notes of the borrowing company or companies, payable upon
demand or otherwise on such date or dates as such officers in their discretion deem advisable and
to enter into any agreements or related amendments evidencing the Money Pool; and further
RESOLVED,

that the officers of the Company be, and they are hereby are, authorized on
behalf of the Company to grant a security interest in the Company’s accounts receivable from its
retail electric utility customers to secure the Company’s obligations to one or more commercial
banks; and further
RESOLVED, that the officers of the Company be, and they hereby are, authorized on
behalf of the Company to sign, execute, deliver and/or file any and all such papers and
documents and to do and perform any and all such acts and things, as they deem necessary,
proper or desirable to effectuate and carry out the purposes of the foregoing resolutions; and
further
RESOLVED,

that (i) the actions of the officers of the Company in preparing, executing and
filing the FERC Application, and (ii) any actions heretofore taken by the officers of the
Company in furtherance of the transactions authorized by the above resolutions be, and the same
hereby are, in all respects, approved, certified and confirmed.
The undersigned constituting all of the members of the Board do hereby consent to and
approve the adoption of the foregoing resolutions effective as of the date first written above.
This Consent may be executed in any number of counterparts, each of which shall be deemed an
original and all of which together shall constitute one instrument.
[Signature Page Follows]

2

Unanimous Written Consent Of
Entergy Gulf States Louisiana, LLC
Board of Directors
Effective Date: [

], 2011

DIRECTORS:
William M. Mohl
Leo P. Denault
Mark T. Savoff
Gary J. Taylor

W

illiam M. Mohl

Leo P. Denault

Mark T. Savoff

Gary J. Taylor

3

Unanimous Written Consent Of
Entergy Louisiana, LLC
Board of Directors
Effective Date: [

], 2011

The undersigned, being all of the Directors of Entergy Louisiana, LLC, a Texas limited
liability company (the “Company”), do hereby unanimously consent, pursuant to Article 9.10B
of the Texas Business Corporation Act, to the adoption, and do hereby adopt, the following
resolutions without a meeting and consent to such actions by our execution of this consent,
intending it to have the same force and effect as a unanimous vote at a meeting
WHEREAS,

the issuance of short-term debt securities by the Company through a cash
management arrangement (referred to as the “Money Pool”) and the issuance of other short-term
debt securities are subject to the requirements of Sections 204 and 203, respectively, of the
Federal Power Act (the “Act”), effective February 8, 2006; and
WHEREAS,

Entergy Services, Inc. (“ESI”) on behalf of the Company has filed an
application (the “FERC Application”) with the Federal Energy Regulatory Commission (the
“FERC”) requesting authorization, among other things, for the Company, from time to time,
during the period from October 31, 2011, the requested effective date of the FERC’s Order
issued in response to the FERC Application (the “FERC Order”), through October 31, 2013
(except as otherwise provided by the FERC) (the “Authorization Period”), to make unsecured
short-term borrowings through the Money Pool, to issue short-term debt securities in connection
with borrowings to Entergy Corporation (“Entergy”) or Entergy Louisiana Holdings, Inc.
(“Entergy Louisiana Holdings”) pursuant to direct unilateral borrowing arrangements, and to
issue short-term debt pursuant to borrowings from commercial banks and through the issuance of
commercial paper, up to an aggregate amount at any one time outstanding of $250 million; and
WHEREAS,

it is necessary and appropriate for the Company to authorize and ratify the
actions of the officers of the Company in preparing, executing and filing the FERC Application
and, subject to receipt of the requested approval of the FERC under the Act, to authorize the
officers of the Company to undertake from time to time during the Authorization Period, the
financing transactions, which are the subject of such FERC Application:
NOW THEREFORE BE IT:
RESOLVED, that subject to the requisite authorization of the FERC under the Act and to
the requirements of the Entergy System Approval Authority Policy (the “ESAAP”), the officers
of the Company be, and they hereby are, authorized on behalf of the Company to issue and sell,
from time to time, during the Authorization Period: (a) promissory note(s) of the Company,
payable on demand (or otherwise on such date or dates as said officers in their discretion deem
advisable) to ESI, as agent for the company or companies lending funds, for the purpose of
effecting loans from those companies participating in the Money Pool; (b) promissory note(s) of
the Company, payable to Entergy or Entergy Louisiana Holdings (and/or other related loan
documentation), for the purpose of effecting short-term loans from Entergy or Entergy Louisiana
Holdings, pursuant to one or more direct, unilateral lending arrangements; (c) promissory notes

1

of the Company, payable to the lending bank or banks (and/or other related loan documentation),
for the purpose of effecting short-term loans from one or more commercial banks; and (d)
commercial paper of the Company to one or more dealers, up to an aggregate amount of all such
securities at any one time outstanding of $250 million; and further
RESOLVED,

that subject to the requisite authorization of the FERC under the Act, and the
requirements of the ESAAP, the officers of the Company be, and they hereby are, authorized, on
behalf of the Company, from time to time through the Authorization Period, to make short-term
loans through the Money Pool, and in consideration thereof, to direct ESI as agent for the
Company, to acquire promissory notes of the borrowing company or companies, payable upon
demand or otherwise on such date or dates as such officers in their discretion deem advisable and
to enter into any agreements or related amendments evidencing the Money Pool; and further
RESOLVED,

that the officers of the Company be, and they are hereby are, authorized on
behalf of the Company to grant a security interest in the Company’s accounts receivable from its
retail electric utility customers to secure the Company’s obligations to one or more commercial
banks; and further
RESOLVED, that the officers of the Company be, and they hereby are, authorized on
behalf of the Company to sign, execute, deliver and/or file any and all such papers and
documents and to do and perform any and all such acts and things, as they deem necessary,
proper or desirable to effectuate and carry out the purposes of the foregoing resolutions; and
further
RESOLVED,

that (i) the actions of the officers of the Company in preparing, executing and
filing the FERC Application, and (ii) any actions heretofore taken by the officers of the
Company in furtherance of the transactions authorized by the above resolutions be, and the same
hereby are, in all respects, approved, certified and confirmed.
The undersigned constituting all of the members of the Board do hereby consent to and
approve the adoption of the foregoing resolutions effective as of the date first written above.
This Consent may be executed in any number of counterparts, each of which shall be deemed an
original and all of which together shall constitute one instrument.
[Signature Page Follows]

2

Unanimous Written Consent Of
Entergy Louisiana, LLC
Board of Directors
Effective Date: [

], 2011

DIRECTORS:
William M. Mohl
Leo P. Denault
Mark T. Savoff
Gary J. Taylor

W

illiam M. Mohl

Leo P. Denault

Mark

Savoff

Gary J. Taylor

3

Unanimous Written Consent Of
Entergy Mississippi, Inc.
Board of Directors
Effective Date: [

], 2011

The undersigned, being all of the Directors of Entergy Mississippi, Inc., a Mississippi
corporation (the “Company”), do hereby waive all notice and the holding of a meeting, and
pursuant to the provisions of Miss. Code Ann. § 79-4-8.21, do hereby take the following actions
without a meeting and consent to such actions by our execution of this consent, intending it to
have the same force and effect as a unanimous vote at a meeting
WHEREAS,

the issuance of short-term debt securities by the Company through a cash
management arrangement (referred to as the “Money Pool”) short-term debt securities and the
issuance of other short-term debt securities are subject to the requirements of Sections 204 and
203, respectively, of the Federal Power Act (the “Act”), effective February 8, 2006; and
WHEREAS,

Entergy Services, Inc. (“ESI”) on behalf of the Company has filed an
application (the “FERC Application”) with the Federal Energy Regulatory Commission (the
“FERC”) requesting authorization, among other things, for the Company, from time to time,
during the period from October 31, 2011, the requested effective date of the FERC’s Order
issued in response to the FERC Application (the “FERC Order”), through October 31, 2013
(except as otherwise provided by the FERC) (the “Authorization Period”), to make unsecured
short-term borrowings through the Money Pool, to issue short-term debt securities in connection
with borrowings to Entergy Corporation (“Entergy”) pursuant to direct unilateral borrowing
arrangements, and to issue short-term debt pursuant to borrowings from commercial banks and
through the issuance of commercial paper, up to an aggregate amount at any one time
outstanding of $175 million; and
WHEREAS,

it is necessary and appropriate for the Company to authorize and ratify the
actions of the officers of the Company in preparing, executing and filing the FERC Application
and, subject to receipt of the requested approval of the FERC under the Act, to authorize the
officers of the Company to undertake from time to time during the Authorization Period, the
financing transactions, which are the subject of such FERC Application:
NOW THEREFORE BE IT:
RESOLVED, that subject to the requisite authorization of the FERC under the Act and to
the requirements of the Entergy System Approval Authority Policy (the “ESAAP”), the officers
of the Company be, and they hereby are, authorized on behalf of the Company to issue and sell,
from time to time, during the Authorization Period: (a) promissory note(s) of the Company,
payable on demand (or otherwise on such date or dates as said officers in their discretion deem
advisable) to ESI, as agent for the company or companies lending funds, for the purpose of
effecting loans from those companies participating in the Money Pool; (b) promissory note(s) of
the Company, payable to Entergy (and/or other related loan documentation), for the purpose of
effecting short-term loans from Entergy, pursuant to one or more direct, unilateral lending
arrangements; (c) promissory notes of the Company, payable to the lending bank or banks

1

(and/or other related loan documentation), for the purpose of effecting short-term loans from one
or more commercial banks; and (d) commercial paper of the Company to one or more dealers, up
to an aggregate amount of all such securities at any one time outstanding of $175 million; and
further
RESOLVED,

that subject to the requisite authorization of the FERC under the Act, and the
requirements of the ESAAP, the officers of the Company be, and they hereby are, authorized, on
behalf of the Company, from time to time through the Authorization Period, to make short-term
loans through the Money Pool, and in consideration thereof, to direct ESI as agent for the
Company, to acquire promissory notes of the borrowing company or companies, payable upon
demand or otherwise on such date or dates as such officers in their discretion deem advisable and
to enter into any agreements or related amendments evidencing the Money Pool; and further
RESOLVED,

that the officers of the Company be, and they are hereby are, authorized on
behalf of the Company to grant a security interest in the Company’s accounts receivable from its
retail electric utility customers to secure the Company’s obligations to one or more commercial
banks; and further
RESOLVED, that the officers of the Company be, and they hereby are, authorized on
behalf of the Company to sign, execute, deliver and/or file any and all such papers and
documents and to do and perform any and all such acts and things, as they deem necessary,
proper or desirable to effectuate and carry out the purposes of the foregoing resolutions; and
further
RESOLVED,

that (i) the actions of the officers of the Company in preparing, executing and
filing the FERC Application, and (ii) any actions heretofore taken by the officers of the
Company in furtherance of the transactions authorized by the above resolutions be, and the same
hereby are, in all respects, approved, certified and confirmed.
The undersigned constituting all of the members of the Board do hereby consent to and
approve the adoption of the foregoing resolutions effective as of the date first written above.
This Consent may be executed in any number of counterparts, each of which shall be deemed an
original and all of which together shall constitute one instrument.
[Signature Page Follows]

2

Unanimous Written Consent Of
Entergy Mississippi, Inc.
Board of Directors
Effective Date: [

], 2011

DIRECTORS:
Haley R. Fisackerly
Leo P. Denault
Mark T. Savoff
Gary J. Taylor

Haley R. Fisackerly

Leo P. Denault

Mark T. Savoff

Gary J. Taylor

3

Unanimous Written Consent Of
Entergy New Orleans, Inc.
Board of Directors
Effective Date: [

], 2011

The undersigned being all the Directors of Entergy New Orleans, Inc., a Louisiana
corporation (the “Company”), do hereby waive all notice and the holding of a meeting, and
pursuant to the provisions of LA. R.S. 12:81C.(9) and Article III Section 5 of the Company’s
bylaws, do hereby take the following actions without a meeting and consent to such actions by
our execution of this consent, intending it to have the same force and effect as a unanimous vote
at a meeting
WHEREAS, the issuance of short-term debt securities by the Company through a cash
management arrangement (referred to as the “Money Pool”) short-term debt securities and the
issuance of other short-term debt securities are subject to the requirements of Sections 204 and
203, respectively, of the Federal Power Act (the “Act”), effective February 8, 2006; and
WHEREAS, Entergy Services, Inc. (“ESI”) on behalf of the Company has filed an
application (the “FERC Application”) with the Federal Energy Regulatory Commission (the
“FERC”) requesting authorization, among other things, for the Company, from time to time,
during the period from October 31, 2011, the requested effective date of the FERC’s Order
issued in response to the FERC Application (the “FERC Order”), through October 31, 2013
(except as otherwise provided by the FERC) (the “Authorization Period”), to make unsecured
short-term borrowings through the Money Pool, to issue short-term debt securities in connection
with borrowings to Entergy Corporation (“Entergy”) pursuant to direct unilateral borrowing
arrangements, and to issue short-term debt pursuant to borrowings from commercial banks and
through the issuance of commercial paper, up to an aggregate amount at any one time
outstanding of $100 million; and
WHEREAS, it is necessary and appropriate for the Company to authorize and ratify the
actions of the officers of the Company in preparing, executing and filing the FERC Application
and, subject to receipt of the requested approval of the FERC under the Act, to authorize the
officers of the Company to undertake from time to time during the Authorization Period, the
financing transactions, which are the subject of such FERC Application:
NOW THEREFORE BE IT:
RESOLVED,

that subject to the requisite authorization of the FERC under the Act and to
the requirements of the Entergy System Approval Authority Policy (the “ESAAP”), the officers
of the Company be, and they hereby are, authorized on behalf of the Company to issue and sell,
from time to time, during the Authorization Period: (a) promissory note(s) of the Company,
payable on demand (or otherwise on such date or dates as said officers in their discretion deem
advisable) to ESI, as agent for the company or companies lending funds, for the purpose of
effecting loans from those companies participating in the Money Pool; (b) promissory note(s) of
the Company, payable to Entergy (and/or other related loan documentation), for the purpose of
effecting short-term loans from Entergy, pursuant to one or more direct, unilateral lending

1

arrangements; (c) promissory notes of the Company, payable to the lending bank or banks
(and/or other related loan documentation), for the purpose of effecting short-term loans from one
or more commercial banks; and (d) commercial paper of the Company to one or more dealers, up
to an aggregate amount of all such securities at any one time outstanding of $100 million; and
further
RESOLVED, that subject to the requisite authorization of the FERC under the Act, and the
requirements of the ESAAP, the officers of the Company be, and they hereby are, authorized, on
behalf of the Company, from time to time through the Authorization Period, to make short-term
loans through the Money Pool, and in consideration thereof, to direct ESI as agent for the
Company, to acquire promissory notes of the borrowing company or companies, payable upon
demand or otherwise on such date or dates as such officers in their discretion deem advisable and
to enter into any agreements or related amendments evidencing the Money Pool; and further
RESOLVED, that the officers of the Company be, and they are hereby are, authorized on
behalf of the Company to grant a security interest in the Company’s accounts receivable from its
retail electric utility customers to secure the Company’s obligations to one or more commercial
banks; and further
RESOLVED,

that the officers of the Company be, and they hereby are, authorized on
behalf of the Company to sign, execute, deliver and/or file any and all such papers and
documents and to do and perform any and all such acts and things, as they deem necessary,
proper or desirable to effectuate and carry out the purposes of the foregoing resolutions; and
further
RESOLVED, that (i) the actions of the officers of the Company in preparing, executing and
filing the FERC Application, and (ii) any actions heretofore taken by the officers of the
Company in furtherance of the transactions authorized by the above resolutions be, and the same
hereby are, in all respects, approved, certified and confirmed.

The undersigned constituting all of the members of the Board do hereby consent to and
approve the adoption of the foregoing resolutions effective as of the date first written above.
This Consent may be executed in any number of counterparts, each of which shall be deemed an
original and all of which together shall constitute one instrument.
[Signature Page Follows]

2

Unanimous Written Consent Of
Entergy New Orleans, Inc.
Board of Directors
Effective Date: [

], 2011

DIRECTORS:
Charles L. Rice
Gary J. Taylor
Roderick K. West

Charles L. Rice

Gary J. Taylor

Roderick

K. West

3

Unanimous Written Consent Of
Entergy Texas, Inc.
Board of Directors
Effective Date: [

], 2011

The undersigned, being all of the Directors of Entergy Texas, Inc., a Texas corporation
(the “Company”), do hereby unanimously consent, pursuant to Article 9.10B of the Texas
Business Corporation Act, to the adoption, and do hereby adopt, the following resolutions
without a meeting and consent to such actions by our execution of this consent, intending it to
have the same force and effect as a unanimous vote at a meeting
WHEREAS,

the issuance of short-term debt securities by the Company through a cash
management arrangement (referred to as the “Money Pool”) short-term debt securities and the
issuance of other short-term debt securities are subject to the requirements of Sections 204 and
203, respectively, of the Federal Power Act (the “Act”), effective February 8, 2006; and
WHEREAS,

Entergy Services, Inc. (“ESI”) on behalf of the Company has filed an
application (the “FERC Application”) with the Federal Energy Regulatory Commission (the
“FERC”) requesting authorization, among other things, for the Company, from time to time,
during the period from October 31, 2011, the requested effective date of the FERC’s Order
issued in response to the FERC Application (the “FERC Order”), through October 31, 2013
(except as otherwise provided by the FERC) (the “Authorization Period”), to make unsecured
short-term borrowings through the Money Pool, to issue short-term debt securities in connection
with borrowings to Entergy Corporation (“Entergy”) pursuant to direct unilateral borrowing
arrangements, and to issue short-term debt pursuant to borrowings from commercial banks and
through the issuance of commercial paper, up to an aggregate amount at any one time
outstanding of $200 million; and
WHEREAS,

it is necessary and appropriate for the Company to authorize and ratify the
actions of the officers of the Company in preparing, executing and filing the FERC Application
and, subject to receipt of the requested approval of the FERC under the Act, to authorize the
officers of the Company to undertake from time to time during the Authorization Period, the
financing transactions, which are the subject of such FERC Application:
NOW THEREFORE BE IT:
RESOLVED, that subject to the requisite authorization of the FERC under the Act and to
the requirements of the Entergy System Approval Authority Policy (the “ESAAP”), the officers
of the Company be, and they hereby are, authorized on behalf of the Company to issue and sell,
from time to time, during the Authorization Period: (a) promissory note(s) of the Company,
payable on demand (or otherwise on such date or dates as said officers in their discretion deem
advisable) to ESI, as agent for the company or companies lending funds, for the purpose of
effecting loans from those companies participating in the Money Pool; (b) promissory note(s) of
the Company, payable to Entergy (and/or other related loan documentation), for the purpose of
effecting short-term loans from Entergy, pursuant to one or more direct, unilateral lending
arrangements; (c) promissory notes of the Company, payable to the lending bank or banks

1

(and/or other related loan documentation), for the purpose of effecting short-term loans from one
or more commercial banks; and (d) commercial paper of the Company to one or more dealers, up
to an aggregate amount of all such securities at any one time outstanding of $200 million; and
further
RESOLVED,

that subject to the requisite authorization of the FERC under the Act, and the
requirements of the ESAAP, the officers of the Company be, and they hereby are, authorized, on
behalf of the Company, from time to time through the Authorization Period, to make short-term
loans through the Money Pool, and in consideration thereof, to direct ESI as agent for the
Company, to acquire promissory notes of the borrowing company or companies, payable upon
demand or otherwise on such date or dates as such officers in their discretion deem advisable and
to enter into any agreement or related amendments evidencing the Money Pool; and further
RESOLVED,

that the officers of the Company be, and they are hereby are, authorized on
behalf of the Company to grant a security interest in the Company’s accounts receivable from its
retail electric utility customers to secure the Company’s obligations to one or more commercial
banks; and further
RESOLVED, that the officers of the Company be, and they hereby are, authorized on
behalf of the Company to sign, execute, deliver and/or file any and all such papers and
documents and to do and perform any and all such acts and things, as they deem necessary,
proper or desirable to effectuate and carry out the purposes of the foregoing resolutions; and
further
RESOLVED,

that (i) the actions of the officers of the Company in preparing, executing and
filing the FERC Application, and (ii) any actions heretofore taken by the officers of the
Company in furtherance of the transactions authorized by the above resolutions be, and the same
hereby are, in all respects, approved, certified and confirmed.
The undersigned constituting all of the members of the Board do hereby consent to and
approve the adoption of the foregoing resolutions effective as of the date first written above.
This Consent may be executed in any number of counterparts, each of which shall be deemed an
original and all of which together shall constitute one instrument.
[Signature Page Follows]

2

Unanimous Written Consent Of
Entergy Texas, Inc.
Board of Directors
Effective Date: [

], 2011

DIRECTORS:
Leo P. Denault
Joseph F. Domino
Mark T. Savoff
Gary J. Taylor

Leo P. Denault

Joseph F. Domino

Mark T. Savoff

Gary J. Taylor

3

Unanimous Written Consent Of
System Energy Resources, Inc.
Board of Directors
Effective Date: [

], 2011

The undersigned, being all of the Directors of System Energy Resources, Inc., an
Arkansas corporation (the “Company”), do hereby waive all notice and the holding of a meeting,
and pursuant to the provisions of Ark. Code Ann. § 4-27-821, do hereby take the following
actions without a meeting and consent to such actions by our execution of this consent, intending
it to have the same force and effect as a unanimous vote at a meeting
WHEREAS,

the issuance of short-term debt securities by the Company through a cash
management arrangement (referred to as the “Money Pool”) short-term debt securities and the
issuance of other short-term debt securities are subject to the requirements of Sections 204 and
203, respectively, of the Federal Power Act (the “Act”), effective February 8, 2006; and
WHEREAS,

Entergy Services, Inc. (“ESI”) on behalf of the Company has filed an
application (the “FERC Application”) with the Federal Energy Regulatory Commission (the
“FERC”) requesting authorization, among other things, for the Company, from time to time,
during the period from October 31, 2011, the requested effective date of the FERC’s Order
issued in response to the FERC Application (the “FERC Order”), through October 31, 2013
(except as otherwise provided by the FERC) (the “Authorization Period”), to make unsecured
short-term borrowings through the Money Pool, to issue short-term debt securities in connection
with borrowings to Entergy Corporation (“Entergy”) pursuant to direct unilateral borrowing
arrangements, and to issue short-term debt pursuant to borrowings from commercial banks and
through the issuance of commercial paper, up to an aggregate amount at any one time
outstanding of $200 million; and
WHEREAS,

it is necessary and appropriate for the Company to authorize and ratify the
actions of the officers of the Company in preparing, executing and filing the FERC Application
and, subject to receipt of the requested approval of the FERC under the Act, to authorize the
officers of the Company to undertake from time to time during the Authorization Period, the
financing transactions, which are the subject of such FERC Application:
NOW THEREFORE BE IT:
RESOLVED, that subject to the requisite authorization of the FERC under the Act and to
the requirements of the Entergy System Approval Authority Policy (the “ESAAP”), the officers
of the Company be, and they hereby are, authorized on behalf of the Company to issue and sell,
from time to time, during the Authorization Period: (a) promissory note(s) of the Company,
payable on demand (or otherwise on such date or dates as said officers in their discretion deem
advisable) to ESI, as agent for the company or companies lending funds, for the purpose of
effecting loans from those companies participating in the Money Pool; (b) promissory note(s) of
the Company, payable to Entergy (and/or other related loan documentation), for the purpose of
effecting short-term loans from Entergy, pursuant to one or more direct, unilateral lending
arrangements; (c) promissory notes of the Company, payable to the lending bank or banks

1

(and/or other related loan documentation), for the purpose of effecting short-term loans from one
or more commercial banks; and (d) commercial paper of the Company to one or more dealers, up
to an aggregate amount of all such securities at any one time outstanding of $200 million; and
further
RESOLVED,

that subject to the requisite authorization of the FERC under the Act, and the
requirements of the ESAAP, the officers of the Company be, and they hereby are, authorized, on
behalf of the Company, from time to time through the Authorization Period, to make short-term
loans through the Money Pool, and in consideration thereof, to direct ESI as agent for the
Company, to acquire promissory notes of the borrowing company or companies, payable upon
demand or otherwise on such date or dates as such officers in their discretion deem advisable and
to enter into any agreements or related amendments evidencing the Money Pool; and further
RESOLVED,

that the officers of the Company be, and they hereby are, authorized on
behalf of the Company to sign, execute, deliver and/or file any and all such papers and
documents and to do and perform any and all such acts and things, as they deem necessary,
proper or desirable to effectuate and carry out the purposes of the foregoing resolutions; and
further
RESOLVED,

that (i) the actions of the officers of the Company in preparing, executing and
filing the FERC Application, and (ii) any actions heretofore taken by the officers of the
Company in furtherance of the transactions authorized by the above resolutions be, and the same
hereby are, in all respects, approved, certified and confirmed.
The undersigned constituting all of the members of the Board do hereby consent to and
approve the adoption of the foregoing resolutions effective as of the date first written above.
This Consent may be executed in any number of counterparts, each of which shall be deemed an
original and all of which together shall constitute one instrument.
[Signature Page Follows]

2

Unanimous Written Consent Of
System Energy Resources, Inc.
Board of Directors
Effective Date: [

], 2011

DIRECTORS:
John T. Herron
Leo P. Denault
Steven C. McNeal

John T. Herron

Leo P. Denault

Steven C. McNeal

3

Exhibit C
Exhibit D
Exhibit E

Balance Sheet for Each Applicant as of March 31, 2011,
on both an actual and pro forma basis,
in the form prescribed for the “Comparative
Balance Sheet” of FERC Form 1
Income Statement For Each Applicant as of and for
the twelve months ended March 31, 2011,
on both an actual and pro forma basis,
in the form prescribed for the “Statement of
Income for the Year” of FERC Form 1
Statements of Cash Flows and Computation of Interest Coverage
For Each Applicant as of and for the twelve months ended March 31, 2011,
on both an actual and pro forma basis, in the form prescribed
for the “Statement of Cash Flows” of FERC Form 1

4

Entergy Arkansas, Inc.
Exhibit C - Pro Forma Accounting Entries to Reflect the Proposed Transactions
As of March 31, 2011
(in Millions)
For Proposed Financing - Balance Sheet
Accounts
Debit
Credit
Temporary cash investments (136)
(a)
250.0
Note Payable (231)
75.0
Accounts payable to associated companies (234)
175.0

Entry to record the balance sheet effects of the proposed potential maximum issuance
of $250 million of short-term debt securities, in a mix of external and money pool
borrowings, as if the issuances had occurred on March 31, 2011.
For Proposed Financing - Income Statement
Accounts
Debit
Interest on Debt to Associated Companies (430)
(b)
8.8
Other Interest Expense (431)
3.8
Income Taxes - Federal (409.2)
0.4
Income Taxes - Other (409.2)
0.1
Interest and Dividend Income (419)
Cash (131)
0.7

Credit

Entry to record the income statement effects of the security issuances described in
entry (a) as if the issuances had occurred on April 1, 2010. The entry uses an
estimated interest rate on borrowings of 5% per annum and assumes a return on
investment at a rate of 5.5%.

-0.4
-0.1
13.8
-0.7

ENTERGY ARKANSAS, INC
Exhibit C- PRO FORMA CONSOLIDATED BALANCE SHEET
March 31, 2011
(Unaudited) ($ in millions)

Entergy
Arkansas, Inc.
UTILITY PLANT
Utility Plant (101-106, 114)
Construction Work in Progress (107)
TOTAL Utility Plant
(Less) Accumulated Provisions for Depreciation, Amortization and
Depletion (108, 110, 111, 115)
Net Utility Plant
Nuclear Fuel in Process of Ref.,Conv.,Enrich.,and Fab.(120.1)
Nuclear Fuel Under Capital Leases (120.6)
(Less) Accum. Prov. for Amort. Of Nucl. Fuel Assemblies (120.5)
Net Utility Plant
OTHER PROPERTY AND INVESTMENTS
Nonutility Property (121)
(Less) Accumulated Provisions for Depreciation and Amortization (122)
Investment in Associated Companies (123)
Investment in Subsidiary Companies (123.1)
Other Investments (124)
Other Special funds (128)
TOTAL Other Property and Investments
CURRENT AND ACCRUED ASSETS
Cash (131)
Special Deposits (132-134)
Working Fund (135)
Temporary Cash Investments (136)
Notes Receivable (141)
Customer Accounts Receivable (142)
Other Accounts Receivable (143)
(Less) Accumulated Provision for Uncollectible Accounts - Credit (144)
Accounts Receivable from Associated Companies (146)
Fuel Stock (151)
Fuel Stock Expenses Undistributed (152)
Plant Materials and Operating Supplies (154)
Allowances (158.1 and 158.2)
Stores Expense Undistributed (163)
Prepayments (165)
Interest and Dividends Receivable (171)
Accrued Utility Revenues (173)
Miscellaneous Current and Accrued Assets (174)
Derivative Instrument Assets (175)
Total Current and Accrued Assets
DEFERRED DEBITS
Unamortized Debt Expense (181)
Unrecovered Plant and Regulatory Study Costs (182.2)
Other Regulatory Assets (182.3)
Clearing Accounts (184)
Miscellaneous Deferred Debits (186)
Unamortized Loss on Reacquired Debt (189)
Accumulated Deferred Income Taxes (190)
Total Deferred Debits
TOTAL ASSETS

$ 7,799.5
159.1
7,958.6
3,754.0
4,204.6
63.2
173.9
(10.5)
4,452.2

Pro Forma
Entries to Reflect
the Proposed
Transactions
$-

Entergy
Arkansas,
Inc. after
Proposed
Transactions
$ 7,799.5
159.1
7,958.6
3,754.0
4,204.6
63.2
173.9
(10.5)
4,452.2

1.8

-

1.8

0.1
0.8
3.0
547.6
553.1

-

0.1
0.8
3.0
547.6
553.1

250.0
-

6.5
0.2
0.1
272.2
73.2
61.2

24.0
56.4
50.2
3.0
121.1
0.2
18.8
9.3
61.2
46.1
505.7

250.0

24.0
56.4
50.2
3.0
121.1
0.2
18.8
9.3
61.2
46.1
755.7

14.9
972.3
6.0
6.1
37.2
351.9
1,388.4

-

14.9
972.3
6.0
6.1
37.2
351.9
1,388.4

$6,899.4

$250.0

$7,149.4

6.5
0.2
0.1
22.2 a
73.2
61.2

ENTERGY ARKANSAS, INC
Exhibit C- PRO FORMA CONSOLIDATED BALANCE SHEET
March 31, 2011
(Unaudited) ($ in millions)

Entergy
Arkansas, Inc.

Pro Forma
Entries to Reflect
the Proposed
Transactions

Entergy
Arkansas,
Inc. after
Proposed
Transactions

PROPRIETARY CAPITAL
Common Stock Issued (201)
Preferred Stock Issued (204)
Premium on Capital Stock (207)
Other Paid-In Capital (208-211)
(Less) Discount on Capital Stock (213)
(Less) Capital Stock Expense (214)
Retained Earnings (215, 215.1, 216)
Unappropriated Undistributed Subsidiary Earnings (216.1)
Total Proprietary Capital

$ 0.5
116.4
3.4
586.8
1.8
825.8
1,531.1

$-

$ 0.5
116.4
3.4
586.8
1.8
825.8
1,531.1

LONG-TERM DEBT
Bonds (221)
(Less) Reacquired Bonds (222)
Advances from Associated Companies (223)
Other Long-Term Debt (224)
Unamortized Premium on Long-Term Debt (225)
(Less) Unamortized Discount on Long-Term Debt (226)
Total Long-Term Debt

1,325.0
280.7
0.8
1,604.9

-

1,325.0
280.7
0.8
1,604.9

OTHER NONCURRENT LIABILITIES
Obligations Under Capital Leases - Noncurrent (227)
Accumulated Provision for Property Insurance (228.1)
Accumulated Provision for Injuries and Damages (228.2)
Accumulated Provision for Pension and Benefits (228.3)
Accumulated Miscellaneous Operating Provisions (228.4)
Accumulated Provision for Rate Refunds (229)
Asset Retirement Obligations (230)
Total Other Noncurrent Liabilities

95.7
4.8
3.7
112.9
1.6
1.3
611.5
831.5

-

95.7
4.8
3.7
112.9
1.6
1.3
611.5
831.5

CURRENT AND ACCRUED LIABILITIES
Notes Payable (231)
Accounts Payable (232)
Accounts Payable to Associated Companies (234)
Customer Deposits (235)
Taxes Accrued (236)
Interest Accrued (237)
Dividends Declared (238)
Tax Collections Payable (241)
Miscellaneous Current and Accrued Liabilities (242)
Obligations Under Capital Lease-Current (243)
Derivative Instrument Liabilities (244)
Total Current and Accrued Liabilities

-a
141.4
110.1 a
76.0
(87.3)
14.5
1.7
9.4
1.5
79.1
346.4

DEFERRED CREDITS
Accumulated Deferred Investment Tax Credits (255)
Other Deferred Credits (253)
Other Regulatory Liabilities (254)
Accumulated Deferred Income Taxes-Other Property (282)
Accumulated Deferred Income Taxes-Other (283)
Total Deferred Credits
TOTAL LIABILITIES AND STOCKHOLDER EQUITY

75.0
175.0
250.0

75.0
141.4
285.1
76.0
(87.3)
14.5
1.7
9.4
1.5
79.1
596.4

13.0
279.9
175.4
1,245.0
872.2
2,585.5

-

13.0
279.9
175.4
1,245.0
872.2
2,585.5

$6,899.4

$250.0

$7,149.4

ENTERGY ARKANSAS, INC.
Exhibit D - PRO FORMA CONSOLIDATED STATEMENTS OF INCOME
For the Twelve Months Ended March 31, 2011
(Unaudited) ($ in millions)

Entergy
Arkansas, Inc.
UTILITY OPERATING INCOME
Operating Revenues (400)

$ 1,986.5

Operating Expenses (401)
Maintenance Expenses (402)
Depreciation Expense (403)
Depreciation Expense for Asset Retirement Costs (403.1)
Amortization and Depletion of Utility Plant (404-405)
Amortization of Property Losses, Unrecovered Plant and
Regulatory Study Costs (407)
Regulatory Debits (407.3)
(Less) Regulatory Credits (407.4)
Taxes Other Than Income Taxes (408.1)
Income Taxes - Federal (409.1)
Income Taxes - Other (409.1)
Provision for Deferred Income Taxes (410.1)
(Less) Provision for Deferred Income Taxes-Credit (411.1)
Investment Tax Credit Adjustment - Net (411.4)
(Less) Gains from Disposition of Allowance (411.8)
Accretion Expense (411.1)
TOTAL Utility Operating Expenses
Net Utility Operating Income

Entergy
Arkansas,
Inc. after
Proposed
Transactions

Pro Forma
Entries to
Reflect the
Proposed
Transactions
$-

$ 1,986.5

1,132.2
173.7
200.7
(0.2)
22.3

-

1,132.2
173.7
200.7
(0.2)
22.3

23.2
27.9
82.7
(19.2)
(19.1)
1,266.9
1,122.5
(2.5)
0.1
36.4
1,746.7

-

23.2
27.9
82.7
(19.2)
(19.1)
1,266.9
1,122.5
(2.5)
0.1
36.4
1,746.7

239.8

-

239.8

13.8
13.8

56.3
3.7
1.8
61.8

OTHER INCOME AND DEDUCTIONS
Revenues from Merchandising, Jobbing and Contract Work (415)
(Less) Costs and Exp. of Merchandising, Job. & Contract Work (416)
Revenues from Nonutility Operations (417)
(Less) Expenses of Nonutility Operations (417.1)
Interest and Dividend Income (419)
Allowance for Other Funds Used During Construction (419.1)
Miscellaneous Nonoperating Income (421)
Gain on Disposition of Property (421.1)
TOTAL Other Income

42.5 b
3.7
1.8
48.0

Loss on Disposition of Property (421.2)
Donations (426.1)
Penalties (426.3)

(0.2)
1.8
-

-

(0.2)
1.8
-

2.8
0.7
5.1

-

2.8
0.7
5.1

0.4
0.1
0.5

12.8
2.8
15.6

13.3

41.1

8.8
3.8

78.2
2.2
2.9
8.8
7.3

12.6

2.1
97.3

0.7

$183.6

Expense for Certain Civic, Political and Related Activities (426.4)
Other Deductions (426.5)
TOTAL Other Income Deductions
Income Taxes - Federal (409.2)
Income Taxes - Other (409.2)
Investment Tax Credit - Adjustment (411.5)
TOTAL Taxes on Other Income and Deductions

12.4 b
2.7 b
15.1

Net Other Income and Deductions

27.8

INTEREST CHARGES
Interest on Long-Term Debt (427)
Amortization of Debt Discount and Expense (428)
Amortization of Loss on Reacquired Debt (428.1)
(Less) Amortization of Gain on Reacquired Debt (429.1)
Interest on Debt to Associated Companies (430)
Other Interest Expense (431)
(Less) Allowance for Borrowed Funds Used During ConstructionCr. (432)
Net Interest Charges
Net Income
Note: Pro forma entries included with Exhibit C.

78.2
2.2
2.9
-b
3.5 b
2.1
84.7
$

182.9

$

ENTERGY ARKANSAS, INC.
Exhibit E - PRO FORMA CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Twelve Months Ended March 31, 2011
(Unaudited) ($ in millions)

Entergy
Arkansas, Inc.
Net Cash Flow from Operating Activities:
Net Income
Noncash Charges (Credits) to Income:
Depreciation and Depletion
Amortization of Debt Discountand Expense and Premium on Debt

$183.0 b

Pro Forma
Entries to Reflect
the Proposed
Transactions

Entergy
Arkansas,
Inc. after
Proposed
Transactions

$ 0.7

$183.7

259.3
5.1

-

259.3
5.1

Other Regulatory Charges (Credits) - Net
Deferred Income Taxes (Net)
Investment Tax Credit Adjustment (Net)

(0.2)
144.5
(2.5)

-

(0.2)
144.5
(2.5)

Net (Increase) Decrease in Receivables
Net (Increase) Decrease in Inventory
Net (Increase) Decrease in Allowances Inventory
Net Increase (Decrease) in Payables and Accrued Expenses
Net (Increase) Decrease in Other Regulatory Assets
Net Increase (Decrease) in Other Regulatory Liabilities
(Less) Allowance for Other Funds Used During Construction
Other:
Other Working Capital Accounts
Other Operating Activities
Net Cash Provided by (Used in) Operating Activities

18.9
(33.7)
0.4
(90.2)
104.4
(59.1)
3.8

-

18.9
(33.7)
0.4
(90.2)
104.4
(59.1)
3.8

(7.6)
(277.6)
240.9

0.7

(7.6)
(277.6)
241.6

Cash Flows from Investing Activities:
Gross Additions to Utility Plant (less nuclear fuel):
Gross Additions to Nuclear Fuel
(Less) Allowance for Other Funds Used During Construction
Other:
Payment for Purchase of Plant
Decommissioning Trust Contributions
Proceeds from Sale/leaseback of Nuclear Fuel
Cash Outflows for Plant

(296.9)
(142.3)
(3.8)

-

(296.9)
(142.3)
(3.8)

(39.6)
94.1
(380.8)

-

(39.6)
94.1
(380.8)

Other:
Proceeds from Sale of Equipment
Investments in and Advances to Assoc. and Subsidiary Companies
Contributions and Advances from Assoc. and Subsidiary Companies
Changes in Other Regulatory Investments
Changes in Other Investments
Change in Money Pool Receivable - net
Net Cash Provided by (Used in) Investing Activities

10.4
120.7
2.4
55.8
(191.5)

-

10.4
120.7
2.4
55.8
(191.5)

Cash Flows from Financing Activities:
Proceeds from the Issuance of:
Long-Term Debt
Preferred Stock
Net Increase in Short-Term Debt
Change in Credit Borrowing
Cash Provided by Outside Sources

564.1
- a
564.1

75.0
75.0

564.1
75.0
639.1

Payments for Retirement of:
Long-term Debt
Preferred Stock
Change in Money Pool Payable
Dividends on Preferred Stock
Dividends on Common Stock
Other
Net Cash Provided by (Used in) Financing Activities

(589.5)
- a
(6.9)
(173.1)
(0.1)
(205.5)

175.0
250.0

(589.5)
175.0
(6.9)
(173.1)
(0.1)
44.5

Net Increase (Decrease) in Cash and Cash Equivalents

(156.1)

250.7

94.6

Cash and Cash Equivalents at Beginning of Period

184.8

-

184.8

Cash and Cash Equivalents at End of Period

$28.7

$250.7

$279.4

Note: Pro forma entries included with Exhibit C.

ENTERGY ARKANSAS, INC.
Exhibit E - PRO FORMA CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Twelve Months Ended March 31, 2011
(Unaudited) ($ in millions)

Entergy
Arkansas, Inc.

Pro Forma
Entries to Reflect
the Proposed
Transactions

Entergy
Arkansas,
Inc. after
Proposed
Transactions

Computation of Interest Coverage:
Net income

$182.9

$0.7

$183.6

Add Back:
Total interest expense
Income taxes

84.7
118.7

12.6
0.5

97.3
119.2

Income before interest and taxes

386.3

13.8

400.1

Total interest expense

$84.7

$12.6

$97.3

4.56

-

4.11

Interest coverage

Entergy Gulf States Louisiana, L.L.C.
Exhibit C - Pro Forma Accounting Entries to Reflect the Proposed Transactions
As of March 31, 2011
(in Millions)
For Proposed Financing - Balance Sheet
Accounts
Debit
Credit
Temporary cash investments (136)
(a)
200.0
Note Payable (231)
100.0
Accounts payable to associated companies (234)
100.0

Entry to record the balance sheet effects of the proposed potential maximum issuance
of $250 million of short-term debt securities, in a mix of external and money pool
borrowings, as if the issuances had occurred on March 31, 2011.
For Proposed Financing - Income Statement
Accounts
Debit
Interest on Debt to Associated Companies (430)
(b)
5.0
Other Interest Expense (431)
5.0
Income Taxes - Federal (409.2)
1.2
Income Taxes - Other (409.2)
0.2
Interest and Dividend Income (419)
Cash (131)
2.4

Credit

Entry to record the income statement effects of the security issuances described in
entry (a) as if the issuances had occurred on April 1, 2010. The entry uses an
estimated interest rate on borrowings of 5% per annum and assumes a return on
investment at a rate of 6.9%.

-1.2
-0.2
13.8
-2.4

Entergy Gulf States Louisiana, L.L.C.
Exhibit C- PRO FORMA CONSOLIDATED BALANCE SHEET
March 31, 2011
(Unaudited) ($ in millions)

Pro Forma
Entries to Reflect
the Proposed
Transactions

Entergy
Gulf States
Louisiana, L.L.C.
UTILITY PLANT
Utility Plant (101-106, 114)
Construction Work in Progress (107)
TOTAL Utility Plant
(Less) Accumulated Provisions for Depreciation, Amortization and
Depletion (108, 110, 111, 115)
Net Utility Plant
Nuclear Fuel in Process of Ref., Conv., Enrich., and Fab. (120.1)
Nuclear Fuel Under Capital Leases (120.6)
(Less) Accum. Prov. for Amort. Of Nucl. Fuel Assemblies (120.5)
Net Utility Plant
OTHER PROPERTY AND INVESTMENTS
Nonutility Property (121)
(Less) Accumulated Provisions for Depreciation and Amortization
(122)
Investment in Associated Companies (123)
Investment in Subsidiary Companies (123.1)
Other Investments (124)
Other Special Funds (128)
TOTAL Other Property and Investments

$ 7,082.4
107.3
7,189.7

$-

Entergy
Gulf States Louisiana,
L.L.C. after
Proposed Transactions
$ 7,082.4
107.3
7,189.7

3,859.3
3,330.4
33.6
189.7
(4.7)
3,558.4

-

3,859.3
3,330.4
33.6
189.7
(4.7)
3,558.4

397.0

-

397.0

153.0
344.0
0.9
12.4
502.0
1,103.3

-

153.0
344.0
0.9
12.4
502.0
1,103.3

0.1
0.2
56.2
76.4
15.7

200.0
-

0.1
0.2
256.2
76.4
15.7

CURRENT AND ACCRUED ASSETS
Cash (131)
Special Deposits (132-134)
Working Fund (135)
Temporary Cash Investments (136)
Notes Receivable (141)
Customer Accounts Receivable (142)
Other Accounts Receivable (143)
(Less) Accumulated Provision for Uncollectible Accounts - Credit
(144)
Accounts Receivable from Associated Companies (146)
Fuel Stock (151)
Fuel Stock Expenses Undistributed (152)
Plant Materials and Operating Supplies (154)
Allowances (158.1 and 158.2)
Stores Expense Undistributed (163)
Prepayments (165)
Interest and Dividends Receivable (171)
Accrued Utility Revenues (173)
Miscellaneous Current and Accrued Assets (174)
Derivative Instrument Assets (175)
Total Current and Accrued Assets

1.3
121.6
24.6
92.9
0.4
18.0
5.6
1.4
52.1
34.1
2.4
500.4

200.0

1.3
121.6
24.6
92.9
0.4
18.0
5.6
1.4
52.1
34.1
2.4
700.4

DEFERRED DEBITS
Unamortized Debt Expense (181)
Extraordinary Property Losses (182.1)
Unrecovered Plant and Regulatory Study Costs (182.2)
Other Regulatory Assets (182.3)
Clearing Accounts (184)
Miscellaneous Deferred Debits (186)
Unamortized Loss on Reacquired Debt (189)
Accumulated Deferred Income Taxes (190)
Total Deferred Debits

9.7
584.5
3.1
2.2
13.0
374.2
986.7

-

9.7
584.5
3.1
2.2
13.0
374.2
986.7

$6,148.8

$200.0

$6,348.8

TOTAL ASSETS

(a)

Entergy Gulf States Louisiana, L.L.C.
Exhibit C- PRO FORMA CONSOLIDATED BALANCE SHEET
March 31, 2011
(Unaudited) ($ in millions)

Entergy
Gulf States
Louisiana, L.L.C.

Pro Forma
Entries to Reflect
the Proposed
Transactions

Entergy
Gulf States Louisiana,
L.L.C. after
Proposed Transactions

PROPRIETARY CAPITAL
Common Stock Issued (201)
Members Equity (201)
Preferred Stock Issued (204)
Premium on Capital Stock (207)
Other Paid-In Capital (208-211)
(Less) Discount on Capital Stock (213)
(Less) Capital Stock Expense (214)
Retained Earnings (215, 215.1, 216)
Unappropriated Undistributed Subsidiary Earnings (216.1)
Accumulated Other Comprehensive Income (219)
Total Proprietary Capital

$10.0
889.7
658.6
(42.6)
(39.5)
1,476.2

LONG-TERM DEBT
Bonds (221)
(Less) Reacquired Bonds (222)
Advances from Associated Companies (223)
Other Long-Term Debt (224)
Unamortized Premium on Long-Term Debt (225)
(Less) Unamortized Discount on Long-Term Debt (226)
Total Long-Term Debt

1,250.0
2.1
177.4
2.2
1,427.3

-

1,250.0
2.1
177.4
2.2
1,427.3

OTHER NONCURRENT LIABILITIES
Obligations Under Capital Leases - Noncurrent (227)
Accumulated Provision for Property Insurance (228.1)
Accumulated Provision for Injuries and Damages (228.2)
Accumulated Provision for Pension and Benefits (228.3)
Accumulated Miscellaneous Operating Provisions (228.4)
Accumulated Provision for Rate Refunds (229)
Asset Retirement Obligations (230)
Total Other Noncurrent Liabilities

141.4
90.2
4.7
154.6
2.7
344.8
738.4

-

141.4
90.2
4.7
154.6
2.7
344.8
738.4

CURRENT AND ACCRUED LIABILITIES
Notes Payable (231)
Accounts Payable (232)
Accounts Payable to Associated Companies (234)
Customer Deposits (235)
Taxes Accrued (236)
Interest Accrued (237)
Dividends Declared (238)
Tax Collections Payable (241)
Miscellaneous Current and Accrued Liabilities (242)
Obligations Under Capital Lease-Current (243)
Derivative Instrument Liabilities (244)
Total Current and Accrued Liabilities

-(a)
103.2
85.8
(a)
49.3
183.0
39.4
0.1
16.1
49.0
525.9

100.0
100.0
200.0

100.0
103.2
185.8
49.3
183.0
39.4
0.1
16.1
49.0
725.9

0.6
84.0
231.5
77.9
2.1
1,115.1
469.8
1,981.0

-

0.6
84.0
231.5
77.9
2.1
1,115.1
469.8
1,981.0

$6,148.8

$200.0

$6,348.8

DEFERRED CREDITS
Customer Advances for Construction (252)
Accumulated Deferred Investment Tax Credits (255)
Other Deferred Credits (253)
Other Regulatory Liabilities (254)
Accum. Deferred Income Taxes-Accel. Amort (281)
Accumulated Deferred Income Taxes-Other Property (282)
Accumulated Deferred Income Taxes-Other (283)
Total Deferred Credits
TOTAL LIABILITIES AND STOCKHOLDER EQUITY

$-

$10.0
889.7
658.6
(42.6)
(39.5)
1,476.2

Entergy Gulf States Louisiana, L.L.C.
Exhibit D - PRO FORMA CONSOLIDATED STATEMENTS OF INCOME
For the Twelve Months Ended March 31, 2011
(Unaudited) ($ in millions)

Entergy
Gulf States
Louisiana, L.L.C.
UTILITY OPERATING INCOME
Operating Revenues (400)
Operating Expenses (401)
Maintenance Expenses (402)
Depreciation Expense (403)
Depreciation Expense for Asset Retirement Costs (403.1)
Amortization and Depletion of Utility Plant (404-405)
Amortization of Property Losses, Unrecovered Plant and Regulatory Study
Costs (407)
Regulatory Debits (407.3)
(Less) Regulatory Credits (407.4)
Taxes Other Than Income Taxes (408.1)
Income Taxes - Federal (409.1)
Income Taxes - Other (409.1)
Provision for Deferred Income Taxes (410.1)
(Less) Provision for Deferred Income Taxes-Credit (411.1)
Investment Tax Credit Adjustment - Net (411.4)
(Less) Gains from Disposition of Allowance (411.8)
Accretion Expense (411.1)
TOTAL Utility Operating Expenses
Net Utility Operating Income
OTHER INCOME AND DEDUCTIONS
Revenues from Merchandising, Jobbing and Contract Work (415)
(Less) Costs and Exp. of Merchandising, Job. & Contract Work (416)
Revenues from Nonutility Operations (417)
(Less) Expenses of Nonutility Operations (417.1)
Equity in Earnings of Subsidiary Companies (418.1)
Interest and Dividend Income (419)
Allowance for Other Funds Used During Construction (419.1)
Miscellaneous Nonoperating Income (421)
Gain on Disposition of Property (421.1)
TOTAL Other Income
Loss on Disposition of Property (421.2)
Donations (426.1)
Life Insurance (426.2)
Penalties (426.3)
Expense for Certain Civic, Political and Related Activities (426.4)
Other Deductions (426.5)
TOTAL Other Income Deductions
Taxes Other Than Income Taxes (408.2)
Income Taxes - Federal (409.2)
Income Taxes - Other (409.2)
Provision for Deferred Inc. Taxes (410.2)
(Less) Provision for Deferred Income Taxes-Cr. (411.2)
Investment Tax Credit - Adjustment (411.5)
TOTAL Taxes on Other Income and Deductions
Net Other Income and Deductions

Net Income
Note: Pro forma entries included with Exhibit C.

$ 2,094.3

$-

$ 2,094.3

1,419.1
115.6
115.2
1.6
14.1

-

1,419.1
115.6
115.2
1.6
14.1

12.6
10.3
77.4
182.4
(2.7)
1,077.9
1,174.3
(3.3)
13.6
1,838.9

-

12.6
10.3
77.4
182.4
(2.7)
1,077.9
1,174.3
(3.3)
13.6
1,838.9

255.4

-

255.4

29.7
30.0
0.2
41.1 (b)
5.9
(2.0)
44.9
1.3
(0.3)
1.4
3.0
5.4

13.8
13.8
-

29.7
30.0
0.2
54.9
5.9
(2.0)
58.7
1.3
(0.3)
1.4
3.0
5.4

1.3
(2.6) (b)
(0.3) (b)
121.1
124.2
(4.7)

1.2
0.2
1.4

1.3
(1.4)
(0.1)
121.1
124.2
(3.3)

12.4

56.6

5.0
5.0

85.1
1.3
1.8
5.0
21.7

10.0

3.6
111.3

2.4

$200.7

44.2

INTEREST CHARGES
Interest on Long-Term Debt (427)
Amortization of Debt Discount and Expense (428)
Amortization of Loss on Reacquired Debt (428.1)
(Less) Amortization of Gain on Reacquired Debt (429.1)
Interest on Debt to Associated Companies (430)
Other Interest Expense (431)
(Less) Allowance for Borrowed Funds Used During Construction-Cr.
(432)
Net Interest Charges

85.1
1.3
1.8
-(b
16.7

)

3.6
101.3
$

Entergy
Gulf States Louisiana,
L.L.C. after
Proposed
Transactions

Pro Forma
Entries to
Reflect the
Proposed
Transactions

198.3

$

Entergy Gulf States Louisiana, L.L.C.
Exhibit E - PRO FORMA CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Twelve Months Ended March 31, 2011
(Unaudited) ($ in millions)

Entergy
Gulf States
Louisiana, L.L.C.
Net Cash Flow from Operating Activities:
Net Income
Noncash Charges (Credits) to Income:
Depreciation and Depletion
Amortization of Debt Discount and Expense and Premium on Debt
Loss on Reacquired Debt
Other Regulatory Credits - Net
Deferred Income Taxes (Net)
Investment Tax Credit Adjustment (Net)
Net (Increase) Decrease in Receivables
Net (Increase) Decrease in Inventory
Net (Increase) Decrease in Allowances Inventory
Net Increase (Decrease) in Payables and Accrued Expenses
Net (Increase) Decrease in Other Regulatory Assets
Net Increase (Decrease) in Other Regulatory Liabilities
(Less) Allowance for Other Funds Used During Construction
Other:
Other Working Capital Accounts
Other Operating Activities
Net Cash Provided by (Used in) Operating Activities
Cash Flows from Investing Activities:
Gross Additions to Utility Plant (less nuclear fuel):
Gross Additions to Nuclear Fuel
(Less) Allowance for Other Funds Used During Construction
Other:
Payment for Purchase of Plant
Decommissioning Trust Contributions
Proceeds from Sale/leaseback of Nuclear Fuel
Change in Money Pool Receivables
Cash Outflows for Plant
Other:
Insurance Proceeds
Investments in and Advances to Assoc. and Subsidiary Companies
Payments to storm reserve escrow account
Receipts from storm reserve escrow account
Changes in Other Investments
Net Cash Provided by (Used in) Investing Activities
Cash Flows from Financing Activities:
Proceeds from the Issuance of:
Long-Term Debt
Preferred/preference securities
Net Increase in Short-Term Debt
Cash Provided by Outside Sources
Payments for Retirement of:
Long-term Debt
Money pool borrowing
Other
Dividends on Preferred Stock
Dividends on Common Stock
Net Cash Provided by (Used in) Financing Activities
Net Increase (Decrease) in Cash and Cash Equivalents
Cash and Cash Equivalents at Beginning of Period
Cash and Cash Equivalents at End of Period

Note: Pro forma entries included with Exhibit C.

198.3

(b)

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

Pro Forma
Entries to Reflect
the Proposed
Transactions

Proposed Transactions

$ 2.4

$200.7

144.4
1.3
1.8
2.6
(99.3)
(3.3)

-

144.4
1.3
1.8
2.6
(99.3)
(3.3)

7.8
0.9
0.4
201.2
120.2
(15.7)
5.9

-

7.8
0.9
0.4
201.2
120.2
(15.7)
5.9

(29.9)
120.3
645.1

2.4

(29.9)
120.3
647.5

(228.1)
(100.8)
(5.9)
(16.1)
81.7
1.1
(256.3)

-

(228.1)
(100.8)
(5.9)
(16.1)
81.7
1.1
(256.3)

2.2
(154.6)
(90.0)
3.0
(495.7)

-

2.2
(154.6)
(90.0)
3.0
(495.7)

306.2
306.2

200.0
200.0

306.2
200.0
506.2

(344.8)
(0.1)
(0.8)
(161.7)
(201.2)

200.0

(344.8)
(0.1)
(0.8)
(161.7)
(1.2)

(51.8)

202.4

150.6

(a)

154.9

-

154.9

$103.1

$202.4

$305.5

Entergy Gulf States Louisiana, L.L.C.
Exhibit E - PRO FORMA CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Twelve Months Ended March 31, 2011
(Unaudited) ($ in millions)
Entergy
Gulf States Louisiana,
L.L.C. after

Entergy
Gulf States
Louisiana, L.L.C.

Pro Forma
Entries to Reflect
the Proposed
Transactions

Proposed Transactions

Computation of Interest Coverage:
Net income

$198.3

$2.4

$200.7

Add Back:
Total interest expense
Income taxes

101.3
74.0

10.0
1.4

111.3
75.4

Income before interest and taxes

373.6

13.8

387.4

$101.3

$10.0

$111.3

3.69

-

3.48

Total interest expense
Interest coverage

Entergy Louisiana, LLC
Exhibit C - Pro Forma Accounting Entries to Reflect the Proposed Transactions
As of March 31, 2011
(in Millions)
For Proposed Financing - Balance Sheet
Accounts
Debit
Credit
Temporary cash investments (136)
(a)
250.0
Accounts payable to associated companies (234)
250.0
Entry to record the balance sheet effects of the proposed potential maximum issuance
of $250 million of short-term debt securities as money pool borrowings as if the
issuances had occurred on March 31, 2011.
For Proposed Financing - Income Statement
Accounts
Debit
Interest on Debt to Associated Companies (430)
(b)
12.5
Income Taxes - Federal (409.2)
2.0
Income Taxes - Other (409.2)
0.4
Interest and Dividend Income (419)
Cash (131)
3.6

Credit

Entry to record the income statement effects of the security issuances described in
entry (a) as if the issuances had occurred on April 1, 2010. The entry uses an
estimated interest rate on borrowings of 5% per annum and assumes a return on
investment at a rate of 7.4%.

-2.0
-0.4
18.5
-3.6

Entergy Louisiana, LLC
Exhibit C- PRO FORMA CONSOLIDATED BALANCE SHEET
March 31, 2011
(Unaudited) ($ in millions)
Pro Forma
Entries to Reflect
the Proposed
Transactions

Entergy
Louisiana, LLC
UTILITY PLANT
Utility Plant (101-106, 114)
Construction Work in Progress (107)
TOTAL Utility Plant
(Less) Accumulated Provisions for Depreciation, Amortization and
Depletion (108, 110, 111, 115)
Net Utility Plant
Nuclear Fuel in Process of Ref., Conv., Enrich, and Fab. (120.1)
Nuclear Fuel Under Capital Leases (120.6)
(Less) Accum. Prov. for Amort. Of Nucl. Fuel Assemblies (120.5)
Net Utility Plant
OTHER PROPERTY AND INVESTMENTS
Nonutility Property (121)
(Less) Accumulated Provisions for Depreciation and Amortization
(122)
Investment in Associated Companies (123)
Investment in Subsidiary Companies (123.1)
Other Investments (124)
Other Special funds (128)
TOTAL Other Property and Investments
CURRENT AND ACCRUED ASSETS
Cash (131)
Special Deposits (132-134)
Working Fund (135)
Temporary Cash Investments (136)
Notes Receivable (141)
Customer Accounts Receivable (142)
Other Accounts Receivable (143)
(Less) Accumulated Provision for Uncollectible Accounts - Credit
(144)
Accounts Receivable from Associated Companies (146)
Fuel Stock (151)
Fuel Stock Expenses Undistributed (152)
Plant Materials and Operating Supplies (154)
Allowances (158.1 and 158.2)
Stores Expense Undistributed (163)
Prepayments (165)
Interest and Dividends Receivable (171)
Accrued Utility Revenues (173)
Miscellaneous Current and Accrued Assets (174)
Derivative Instrument Assets (175)
Total Current and Accrued Assets
DEFERRED DEBITS
Unamortized Debt Expense (181)
Extraordinary Property Losses (182.1)
Unrecovered Plant and Regulatory Study Costs (182.2)
Other Regulatory Assets (182.3)
Clearing Accounts (184)
Miscellaneous Deferred Debits (186)
Unamortized Loss on Reacquired Debt (189)
Accumulated Deferred Income Taxes (190)
Total Deferred Debits
TOTAL ASSETS

Entergy
Louisiana,
LLC after
Proposed
Transactions

$ 7,691.8
561.3
8,253.1

$-

$ 7,691.8
561.3
8,253.1

3,708.2
4,544.9
40.3
133.8
4,719.0

-

3,708.2
4,544.9
40.3
133.8
4,719.0

3.4

-

3.4

2.5
811.7
452.6
1,265.2

-

2.5
811.7
452.6
1,265.2

0.2
0.1
98.2
97.7
14.8

250.0
-

0.2
0.1
348.2
97.7
14.8

1.9
141.5
28.1
115.6
0.1
21.2
8.0
3.3
65.2
9.5
4.6
606.2

250.0

1.9
141.5
28.1
115.6
0.1
21.2
8.0
3.3
65.2
9.5
4.6
856.2

22.7
4.6
957.9
3.7
5.2
21.9
527.9
1,543.9

-

22.7
4.6
957.9
3.7
5.2
21.9
527.9
1,543.9

$8,134.3

$250.0

$8,384.3

(a)

Entergy Louisiana, LLC
Exhibit C- PRO FORMA CONSOLIDATED BALANCE SHEET
March 31, 2011
(Unaudited) ($ in millions)
Pro Forma
Entries to Reflect
the Proposed
Transactions

Entergy
Louisiana, LLC

Entergy
Louisiana,
LLC after
Proposed
Transactions

PROPRIETARY CAPITAL
Common Stock Issued (201)
Members Equity (201)
Preferred Stock Issued (204)
Premium on Capital Stock (207)
Other Paid-In Capital (208-211)
(Less) Discount on Capital Stock (213)
(Less) Capital Stock Expense (214)
Retained Earnings (215, 215.1, 216)
Unappropriated Undistributed Subsidiary Earnings (216.1)
Accumulated Other Comprehensive Income (219)
Total Proprietary Capital

$100.0
1,216.6
2.2
873.6
(24.2)
2,163.8

LONG-TERM DEBT
Bonds (221)
(Less) Reacquired Bonds (222)
Advances from Associated Companies (223)
Other Long-Term Debt (224)
Unamortized Premium on Long-Term Debt (225)
(Less) Unamortized Discount on Long-Term Debt (226)
Total Long-Term Debt

1,620.0
2.1
308.5
2.0
1,928.6

-

1,620.0
2.1
308.5
2.0
1,928.6

OTHER NONCURRENT LIABILITIES
Obligations Under Capital Leases - Noncurrent (227)
Accumulated Provision for Property Insurance (228.1)
Accumulated Provision for Injuries and Damages (228.2)
Accumulated Provision for Pension and Benefits (228.3)
Accumulated Miscellaneous Operating Provisions (228.4)
Accumulated Provision for Rate Refunds (229)
Asset Retirement Obligations (230)
Total Other Noncurrent Liabilities

52.7
202.8
12.2
161.8
3.8
327.2
760.5

-

52.7
202.8
12.2
161.8
3.8
327.2
760.5

CURRENT AND ACCRUED LIABILITIES
Notes Payable (231)
Accounts Payable (232)
Accounts Payable to Associated Companies (234)
Customer Deposits (235)
Taxes Accrued (236)
Interest Accrued (237)
Dividends Declared (238)
Tax Collections Payable (241)
Miscellaneous Current and Accrued Liabilities (242)
Obligations Under Capital Lease-Current (243)
Derivative Instrument Liabilities (244)
Total Current and Accrued Liabilities

141.0
97.7
85.2
194.5
27.4
0.3
0.1
22.0
63.9
632.1

250.0
250.0

141.0
347.7
85.2
194.5
27.4
0.3
0.1
22.0
63.9
882.1

15.0
296.5
112.8
1,417.1
807.9
2,649.3

-

15.0
296.5
112.8
1,417.1
807.9
2,649.3

$8,134.3

$250.0

$8,384.3

DEFERRED CREDITS
Customer Advances for Construction (252)
Accumulated Deferred Investment Tax Credits (255)
Other Deferred Credits (253)
Other Regulatory Liabilities (254)
Accum. Deferred Income Taxes-Accel. Amort (281)
Accumulated Deferred Income Taxes-Other Property (282)
Accumulated Deferred Income Taxes-Other (283)
Total Deferred Credits
TOTAL LIABILITIES AND STOCKHOLDER EQUITY

$-

(a)

$100.0
1,216.6
2.2
873.6
(24.2)
2,163.8

Entergy Louisiana, LLC
Exhibit D - PRO FORMA CONSOLIDATED STATEMENTS OF INCOME
For the Twelve Months Ended March 31, 2011
(Unaudited) ($ in millions)

Entergy
Louisiana, LLC
UTILITY OPERATING INCOME
Operating Revenues (400)

$ 2,442.7

Operating Expenses (401)
Maintenance Expenses (402)
Depreciation Expense (403)
Depreciation Expense for Asset Retirement Costs (403.1)
Amortization and Depletion of Utility Plant (404-405)
Amortization of Property Losses, Unrecovered Plant and Regulatory Study
Costs (407)
Regulatory Debits (407.3)
(Less) Regulatory Credits (407.4)
Taxes Other Than Income Taxes (408.1)
Income Taxes - Federal (409.1)
Income Taxes - Other (409.1)
Provision for Deferred Income Taxes (410.1)
(Less) Provision for Deferred Income Taxes-Credit (411.1)
Investment Tax Credit Adjustment - Net (411.4)
(Less) Gains from Disposition of Allowance (411.8)
Accretion Expense (411.1)
TOTAL Utility Operating Expenses

Entergy
Louisiana,
LLC after
Proposed
Transactions

Pro Forma
Entries to
Reflect the
Proposed
Transactions
$-

$ 2,442.7

1,745.3
136.9
171.5
(0.3)
26.1

-

1,745.3
136.9
171.5
(0.3)
26.1

0.4
0.3
18.5
67.4
144.6
(27.8)
1,827.1
1,878.3
(2.9)
23.4
2,215.2

-

0.4
0.3
18.5
67.4
144.6
(27.8)
1,827.1
1,878.3
(2.9)
23.4
2,215.2

Net Utility Operating Income

227.5

-

227.5

OTHER INCOME AND DEDUCTIONS
Revenues from Merchandising, Jobbing and Contract Work (415)
(Less) Costs and Exp. of Merchandising, Job. & Contract Work (416)
Revenues from Nonutility Operations (417)
(Less) Expenses of Nonutility Operations (417.1)
Equity in Earnings of Subsidiary Companies (418.1)
Interest and Dividend Income (419)
Allowance for Other Funds Used During Construction (419.1)
Miscellaneous Nonoperating Income (421)
TOTAL Other Income
Loss on Disposition of Property (421.2)
Donations (426.1)
Life Insurance (426.2)
Penalties (426.3)
Expense for Certain Civic, Political and Related Activities (426.4)
Other Deductions (426.5)
TOTAL Other Income Deductions

0.2
84.1
27.8
0.3
112.0
1.6
1.9
2.8
6.3

18.5
18.5
-

0.2
102.6
27.8
0.3
130.5
1.6
1.9
2.8
6.3

Taxes Other Than Income Taxes (408.2)
Income Taxes - Federal (409.2)
Income Taxes - Other (409.2)
Provision for Deferred Inc. Taxes (410.2)
(Less) Provision for Deferred Income Taxes-Cr. (411.2)
Investment Tax Credit - Adjustment (411.5)
TOTAL Taxes on Other Income and Deductions

(b)

(2.5) (b)
(0.4) (b)
(0.3)
(3.2)

2.0
0.4
2.4

(0.5)
(0.3)
(0.8)

Net Other Income and Deductions

108.9

16.1

125.0

INTEREST CHARGES
Interest on Long-Term Debt (427)
Amortization of Debt Discount and Expense (428)
Amortization of Loss on Reacquired Debt (428.1)
(Less) Amortization of Gain on Reacquired Debt (429.1)
Interest on Debt to Associated Companies (430)
Other Interest Expense (431)

106.8
1.5
2.3
-(b)
8.5

12.5
-

106.8
1.5
2.3
12.5
8.5

(Less) Allowance for Borrowed Funds Used During Construction-Cr. (432)
Net Interest Charges

17.6
101.5

12.5

17.6
114.0

3.6

$238.5

Net Income
Note: Pro forma entries included with Exhibit C.

$

234.9

$

Entergy Louisiana, LLC
Exhibit E - PRO FORMA CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Twelve Months Ended March 31, 2011
(Unaudited) ($ in millions)

Entergy
Louisiana, LLC
Net Cash Flow from Operating Activities:
Net Income
Noncash Charges (Credits) to Income:
Depreciation and Depletion
Amortization of Debt Discountand Expense and Premium on Debt
Loss on Reacquired Debt
Other Regulatory Credits - Net
Deferred Income Taxes (Net)
Investment Tax Credit Adjustment (Net)

Entergy
Louisiana,
LLC after
Proposed
Transactions

Pro Forma
Entries to
Reflect the
Proposed
Transactions

234.9 (b)
220.9
3.9
(20.2)
(51.2)
(3.1)
20.0
(34.9)
82.9
86.7
(34.8)
27.8

$ 3.6

$238.5

-

220.9
3.9
(20.2)
(51.2)
(3.1)

-

20.0
(34.9)
82.9
86.7
(34.8)
27.8

(10.4)
327.9
794.8

3.6

(10.4)
327.9
798.4

Cash Flows from Investing Activities:
Gross Additions to Utility Plant (less nuclear fuel):
Gross Additions to Nuclear Fuel
(Less) Allowance for Other Funds Used During Construction
Other:
Payment for Purchase of Plant
Decommissioning Trust Contributions
Proceeds from Sale/leaseback of Nuclear Fuel
Change in Money Pool Receivables
Cash Outflows for Plant

(404.3)
(120.0)
(27.8)
(10.0)
72.0
(37.9)
(472.4)

-

(404.3)
(120.0)
(27.8)
(10.0)
72.0
(37.9)
(472.4)

Other:
Investments in and Advances to Assoc. and Subsidiary Companies
Insurance Proceeds
Payments to storm reserve escrow account
Receipts from storm reserve escrow account
Changes in Other Investments
Other:
Net Cash Used in Investing Activities

(266.8)
0.2
(200.1)
9.4
(0.1)
(929.8)

-

(266.8)
0.2
(200.1)
9.4
(0.1)
(929.8)

696.6
-(a
696.6

250.0
250.0

696.6
250.0
946.6

(550.3)
(7.0)
(12.4)
5.0
131.9

250.0

(550.3)
(7.0)
(12.4)
5.0
381.9

(3.1)

253.6

250.5

Net (Increase) Decrease in Receivables
Net (Increase) Decrease in Inventory
Net (Increase) Decrease in Allowances Inventory
Net Increase (Decrease) in Payables and Accrued Expenses
Net (Increase) Decrease in Other Regulatory Assets
Net Increase (Decrease) in Other Regulatory Liabilities
(Less) Allowance for Other Funds Used During Construction
Other:
Other Working Capital Accounts
Other Operating Activities
Net Cash Provided by Operating Activities

Cash Flows from Financing Activities:
Proceeds from the Issuance of:
Long-Term Debt
Preferred/preference securities
Net Increase in Short-Term Debt
Cash Provided by Outside Sources
Payments for Retirement of:
Long-term Debt
Money pool borrowing
Dividends on Preferred Stock
Dividends on Common Stock
Other
Net Cash Provided by (Used in) Financing Activities
Net Decrease in Cash and Cash Equivalents

)

Cash and Cash Equivalents at Beginning of Period

101.6

-

101.6

Cash and Cash Equivalents at End of Period

$98.5

$253.6

$352.1

Note: Pro forma entries included with Exhibit C.

Entergy Louisiana, LLC
Exhibit E - PRO FORMA CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Twelve Months Ended March 31, 2011
(Unaudited) ($ in millions)

Entergy
Louisiana, LLC

Entergy
Louisiana,
LLC after
Proposed
Transactions

Pro Forma
Entries to
Reflect the
Proposed
Transactions

Computation of Interest Coverage:
Net income

$234.9

$3.6

$238.5

Add Back:
Total interest expense
Income taxes

101.5
59.5

12.5
2.4

114.0
61.9

Income before interest and taxes

395.9

18.5

414.4

$101.5

$12.5

$114.0

3.90

-

3.64

Total interest expense
Interest coverage

Entergy Mississippi, Inc.
Exhibit C - Pro Forma Accounting Entries to Reflect the Proposed Transactions
As of March 31, 2011
(in Millions)
For Proposed Financing - Balance Sheet
Accounts
Debit
Credit
Temporary cash investments (136)
(a)
49.3
Note Payable (231)
25.0
Accounts payable to associated companies (234)
24.3
Entry to record the balance sheet effects of the proposed potential maximum issuance
of $49.3 million of short-term debt securities ($125.7 million of money pool
borrowing was already outstanding), as if the issuances had occurred on March 31,
2011.
For Proposed Financing - Income Statement
Accounts
Debit
Interest on Debt to Associated Companies (430)
(b)
1.2
Other Interest Expense (431)
1.3
Income Taxes - Federal (409.2)
0.3
Income Taxes - Other (409.2)
0.1
Interest and Dividend Income (419)
Cash (131)
0.4

Credit

Entry to record the income statement effects of the security issuances described in
entry (a) as if the issuances had occurred on April 1, 2010. The entry uses an
estimated interest rate on borrowings of 5% per annum and assumes a return on
investment at a rate of 6.7%.

-0.3
-0.1
3.3
-0.4

Entergy Mississippi, Inc.
Exhibit C- PRO FORMA CONSOLIDATED BALANCE SHEET
March 31, 2011
(Unaudited) ($ in millions)

Entergy
Mississippi, Inc.
UTILITY PLANT
Utility Plant (101-106, 114)
Construction Work in Progress (107)
TOTAL Utility Plant
(Less) Accumulated Provisions for Depreciation, Amortization and
Depletion (108, 110, 111, 115)
Net Utility Plant
Nuclear Fuel Under Capital Leases (120.6)
(Less) Accum. Prov. for Amort. Of Nucl. Fuel Assemblies (120.5)
Net Utility Plant
OTHER PROPERTY AND INVESTMENTS
Nonutility Property (121)
(Less) Accumulated Provisions for Depreciation and Amortization
(122)
Investment in Associated Companies (123)
Investment in Subsidiary Companies (123.1)
Other Special funds (128)
TOTAL Other Property and Investments

Pro Forma
Entries to Reflect
the Proposed
Transactions

Entergy
Mississippi,
Inc. after
Proposed
Transactions

$ 3,212.6
159.3
3,371.9

$-

$ 3,212.6
159.3
3,371.9

1,140.5
2,231.4
2,231.4

-

1,140.5
2,231.4
2,231.4

6.8

-

6.8

2.1
8.7
31.9
45.3

-

2.1
8.7
31.9
45.3

49.3
-

1.2
49.3
61.3
5.2

49.3

0.9
42.7
51.2
30.5
0.1
4.0
4.7
32.2
(0.2)
3.1
284.4

CURRENT AND ACCRUED ASSETS
Cash (131)
Special Deposits (132-134)
Working Fund (135)
Temporary Cash Investments (136)
Notes Receivable (141)
Customer Accounts Receivable (142)
Other Accounts Receivable (143)
(Less) Accumulated Provision for Uncollectible Accounts - Credit
(144)
Accounts Receivable from Associated Companies (146)
Fuel Stock (151)
Fuel Stock Expenses Undistributed (152)
Plant Materials and Operating Supplies (154)
Allowances (158.1 and 158.2)
Stores Expense Undistributed (163)
Prepayments (165)
Interest and Dividends Receivable (171)
Accrued Utility Revenues (173)
Miscellaneous Current and Accrued Assets (174)
Derivative Instrument Assets (175)
Total Current and Accrued Assets

0.9
42.7
51.2
30.5
0.1
4.0
4.7
32.2
(0.2)
3.1
235.1

DEFERRED DEBITS
Unamortized Debt Expense (181)
Unrecovered Plant and Regulatory Study Costs (182.2)
Other Regulatory Assets (182.3)
Clearing Accounts (184)
Miscellaneous Deferred Debits (186)
Unamortized Loss on Reacquired Debt (189)
Accumulated Deferred Income Taxes (190)
Total Deferred Debits

10.7
270.3
3.5
5.4
11.2
84.5
385.6

-

10.7
270.3
3.5
5.4
11.2
84.5
385.6

$2,897.4

$49.3

$2,946.7

TOTAL ASSETS

1.2
-(a)
61.3
5.2

Entergy Mississippi, Inc.
Exhibit C- PRO FORMA CONSOLIDATED BALANCE SHEET
March 31, 2011
(Unaudited) ($ in millions)

Entergy
Mississippi, Inc.
PROPRIETARY CAPITAL
Common Stock Issued (201)
Members Equity (201)
Preferred Stock Issued (204)
Premium on Capital Stock (207)
Other Paid-In Capital (208-211)
(Less) Discount on Capital Stock (213)
(Less) Capital Stock Expense (214)
Retained Earnings (215, 215.1, 216)
Unappropriated Undistributed Subsidiary Earnings (216.1)
Total Proprietary Capital
LONG-TERM DEBT
Bonds (221)
(Less) Reacquired Bonds (222)
Advances from Associated Companies (223)
Other Long-Term Debt (224)
Unamortized Premium on Long-Term Debt (225)
(Less) Unamortized Discount on Long-Term Debt (226)
Total Long-Term Debt
OTHER NONCURRENT LIABILITIES
Obligations Under Capital Leases - Noncurrent (227)
Accumulated Provision for Property Insurance (228.1)
Accumulated Provision for Injuries and Damages (228.2)
Accumulated Provision for Pension and Benefits (228.3)
Accumulated Miscellaneous Operating Provisions (228.4)
Accumulated Provision for Rate Refunds (229)
Asset Retirement Obligations (230)
Total Other Noncurrent Liabilities

Pro Forma
Entries to Reflect
the Proposed
Transactions

Entergy
Mississippi,
Inc. after
Proposed
Transactions

$ 199.3
50.3
0.2
0.9
540.9
789.8

$-

$ 199.3
50.3
0.2
0.9
540.9
789.8

780.0
4.6
46.0
0.6
830.0

-

780.0
4.6
46.0
0.6
830.0

10.1
31.9
7.2
31.8
0.5
5.4
86.9

-

10.1
31.9
7.2
31.8
0.5
5.4
86.9

25.0
24.3
49.3

25.0
48.0
184.0
66.4
38.2
22.3
0.5
1.6
2.1
2.5
390.6

CURRENT AND ACCRUED LIABILITIES
Notes Payable (231)
Accounts Payable (232)
Accounts Payable to Associated Companies (234)
Customer Deposits (235)
Taxes Accrued (236)
Interest Accrued (237)
Dividends Declared (238)
Tax Collections Payable (241)
Miscellaneous Current and Accrued Liabilities (242)
Obligations Under Capital Lease-Current (243)
Derivative Instrument Liabilities (244)
Total Current and Accrued Liabilities

-(a)
48.0
159.7
(a)
66.4
38.2
22.3
0.5
1.6
2.1
2.5
341.3

DEFERRED CREDITS
Accumulated Deferred Investment Tax Credits (255)
Other Deferred Credits (253)
Other Regulatory Liabilities (254)
Accumulated Deferred Income Taxes-Other Property (282)
Accumulated Deferred Income Taxes-Other (283)
Total Deferred Credits

0.5
82.0
47.7
608.4
110.7
849.3

-

0.5
82.0
47.7
608.4
110.7
849.3

$2,897.4

$49.3

$2,946.7

TOTAL LIABILITIES AND STOCKHOLDER EQUITY

Entergy Mississippi, Inc.
Exhibit D - PRO FORMA CONSOLIDATED STATEMENTS OF INCOME
For the Twelve Months Ended March 31, 2011
(Unaudited) ($ in millions)

Entergy
Mississippi, Inc.
UTILITY OPERATING INCOME
Operating Revenues (400)
Operating Expenses (401)
Maintenance Expenses (402)
Depreciation Expense (403)
Depreciation Expense for Asset Retirement Costs (403.1)
Amortization and Depletion of Utility Plant (404-405)
Amortization of Property Losses, Unrecovered Plant and Regulatory Study
Costs (407)
Regulatory Debits (407.3)
(Less) Regulatory Credits (407.4)
Taxes Other Than Income Taxes (408.1)
Income Taxes - Federal (409.1)
Income Taxes - Other (409.1)
Provision for Deferred Income Taxes (410.1)
(Less) Provision for Deferred Income Taxes-Credit (411.1)
Investment Tax Credit Adjustment - Net (411.4)
(Less) Gains from Disposition of Allowance (411.8)
Accretion Expense (411.1)
TOTAL Utility Operating Expenses
Net Utility Operating Income

Pro Forma
Entries to Reflect
the Proposed
Transactions

Entergy
Mississippi,
Inc. after
Proposed
Transactions

$ 1,275.5

$-

$ 1,275.5

867.0
60.4
79.2
11.3

-

867.0
60.4
79.2
11.3

0.4
0.2
68.1
3.7
4.6
211.3
161.9
(0.9)
0.3
1,143.3

-

0.4
0.2
68.1
3.7
4.6
211.3
161.9
(0.9)
0.3
1,143.3

132.2

-

132.2

OTHER INCOME AND DEDUCTIONS
Revenues from Merchandising, Jobbing and Contract Work (415)
(Less) Costs and Exp. of Merchandising, Job. & Contract Work (416)
Revenues from Nonutility Operations (417)
(Less) Expenses of Nonutility Operations (417.1)
Interest and Dividend Income (419)
Allowance for Other Funds Used During Construction (419.1)
Miscellaneous Nonoperating Income (421)
TOTAL Other Income
Loss on Disposition of Property (421.2)
Donations (426.1)
Penalties (426.3)
Expense for Certain Civic, Political and Related Activities (426.4)
Other Deductions (426.5)
TOTAL Other Income Deductions

0.1
0.4 (b)
7.4
1.4
9.1
1.3
(0.1)
1.2
0.4
2.8

3.3
3.3
-

0.1
3.7
7.4
1.4
12.4
1.3
(0.1)
1.2
0.4
2.8

Income Taxes - Federal (409.2)
Income Taxes - Other (409.2)
Investment Tax Credit - Adjustment (411.5)
TOTAL Taxes on Other Income and Deductions

(2.4) (b)
0.1 (b)
(2.3)

0.3
0.1
0.4

(2.1)
0.2
(1.9)

2.9

11.5

Net Other Income and Deductions

8.6

INTEREST CHARGES
Interest on Long-Term Debt (427)
Amortization of Debt Discount and Expense (428)
Amortization of Loss on Reacquired Debt (428.1)
(Less) Amortization of Gain on Reacquired Debt (429.1)
Interest on Debt to Associated Companies (430)
Other Interest Expense (431)

48.0
1.4
1.2
-( b)
4.6 (b)

1.2
1.3

48.0
1.4
1.2
1.2
5.9

(Less) Allowance for Borrowed Funds Used During Construction-Cr. (432)
Net Interest Charges

4.1
51.1

2.5

4.1
53.6

0.4

$90.1

Net Income
Note: Pro forma entries included with Exhibit C.

$

89.7

$

Entergy Mississippi, Inc.
Exhibit E - PRO FORMA CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Twelve Months Ended March 31, 2011
(Unaudited) ($ in millions)

Entergy
Mississippi, Inc.
Net Cash Flow from Operating Activities:
Net Income
Noncash Charges (Credits) to Income:
Depreciation and Depletion
Amortization of Debt Discount and Expense and Premium on Debt
Other Regulatory Credits - Net
Deferred Income Taxes (Net)
Investment Tax Credit Adjustment (Net)
Net (Increase) Decrease in Receivables
Net (Increase) Decrease in Inventory
Net (Increase) Decrease in Allowances Inventory
Net Increase (Decrease) in Payables and Accrued Expenses
Net (Increase) Decrease in Other Regulatory Assets
Net Increase (Decrease) in Other Regulatory Liabilities
(Less) Allowance for Other Funds Used During Construction
Other:
Other Working Capital Accounts
Other Operating Activities
Net Cash Provided by (Used in) Operating Activities
Cash Flows from Investing Activities:
Gross Additions to Utility Plant (less nuclear fuel):
Gross Additions to Nuclear Fuel
(Less) Allowance for Other Funds Used During Construction
Other:
Decommissioning Trust Contributions
Proceeds from sale of assets
Change in other investments - net
Cash Outflows for Plant

89.7 (b)

Pro Forma
Entries to Reflect
the Proposed
Transactions

Entergy
Mississippi,
Inc. after
Proposed
Transactions

$ 0.4

$90.1

90.6
2.6

-

90.6
2.6

49.2
(1.0)

-

49.2
(1.0)

(56.2)
(44.5)
0.3
(2.0)
0.7
26.0
7.1

-

(56.2)
(44.5)
0.3
(2.0)
0.7
26.0
7.1

(22.0)
(24.2)
102.1

0.4

(22.0)
(24.2)
102.5

(188.7)
(7.4)
7.6
(173.7)

-

(188.7)
(7.4)
7.6
(173.7)

4.1
(169.6)

-

4.1
(169.6)

Investment in and Advanvces to Assoc. and Subsidiary Companiues
Other:
Changes in Money Pool Receivable - Net
Changes in Other Investments
Net Cash Provided by (Used in) Investing Activities
Cash Flows from Financing Activities:
Proceeds from the Issuance of:
Long-Term Debt
Preferred/preference securities
Net Increase in Short-Term Debt
Cash Provided by Outside Sources
Payments for Retirement of:
Long-term Debt
Credit borrowings
Changes in Money Pool Payable - Net
Dividends on Preferred Stock
Dividends on Common Stock
Net Cash Provided by (Used in) Financing Activities
Net Increase (Decrease) in Cash and Cash Equivalents
Cash and Cash Equivalents at Beginning of Period
Cash and Cash Equivalents at End of Period

Note: Pro forma entries included with Exhibit C.

76.7
- (a)
76.7

49.3
49.3

76.7
49.3
126.0

(100.0)
125.7
(2.8)
(36.9)
62.7

49.3

(100.0)
125.7
(2.8)
(36.9)
112.0

(4.8)

49.7

44.9

9.1

-

9.1

$4.3

$49.7

$54.0

Entergy Mississippi, Inc.
Exhibit E - PRO FORMA CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Twelve Months Ended March 31, 2011
(Unaudited) ($ in millions)
Entergy
Mississippi,
Inc. after
Proposed
Transactions

Entergy
Mississippi, Inc.

Pro Forma
Entries to Reflect
the Proposed
Transactions

$89.7

$0.4

$90.1

51.1
54.5

2.5
0.4

53.6
54.9

Computation of Interest Coverage:
Net income
Add Back:
Total interest expense
Income taxes
Income before interest and taxes

195.3

3.3

198.6

Total interest expense

$51.1

$2.5

$53.6

3.82

-

3.71

Interest coverage

Entergy New Orleans, Inc.
Exhibit C - Pro Forma Accounting Entries to Reflect the Proposed Transactions
As of March 31, 2011
(in Millions)
For Proposed Financing - Balance Sheet
Accounts
Debit
Credit
Temporary cash investments (136)
(a)
100.0
Accounts payable to associated companies (234)
100.0
Entry to record the balance sheet effects of the proposed potential maximum issuance
of $100 million of short-term debt securities as money pool borrowings as if the
issuances had occurred on March 31, 2011.
For Proposed Financing - Income Statement
Accounts
Debit
Interest on Debt to Associated Companies (430)
(b)
5.0
Income Taxes - Federal (409.2)
0.8
Income Taxes - Other (409.2)
0.2
Interest and Dividend Income (419)
Cash (131)
1.5

Credit

Entry to record the income statement effects of the security issuances described in
entry (a) as if the issuances had occurred on April 1, 2010. The entry uses an
estimated interest rate on borrowings of 5% per annum and assumes a return on
investment at a rate of 7.5%.

-0.8
-0.2
7.5
-1.5

ENTERGY NEW ORLEANS, INC.
Exhibit C - PRO FORMA CONSOLIDATED BALANCE SHEETS
March 31, 2011
(Unaudited) ($ in millions)

Entergy
New Orleans, Inc.
UTILITY PLANT
Utility Plant (101-106, 114)
Construction Work in Progress (107)
TOTAL Utility Plant
(Less) Accumulated Provisions for Depreciation, Amortization
and Depletion (108, 110, 111, 115)
Net Utility Plant
Nuclear Fuel Under Capital Leases (120.6)
Net Utility Plant
OTHER PROPERTY AND INVESTMENTS
Nonutility Property (121)
(Less) Accumulated Provisions for Depreciation and
Amortization (122)
Investment in Associated Companies (123)
Investment in Subsidiary Companies (123.1)
Other Investments (124)
Other Special funds (128)
TOTAL Other Property and Investments

Entergy
New Orleans,
Inc. after
Proposed
Transactions

Pro Forma
Entries to
Reflect the
Proposed
Transactions

$ 1,052.2
7.2
1,059.4

$-

$ 1,052.2
7.2
1,059.4

532.6
526.8
526.8

-

532.6
526.8
526.8

1.0

-

1.0

7.6
8.6

-

7.6
8.6

1.5
0.1
28.6
39.8
1.8

100.0
-

1.5
0.1
128.6
39.8
1.8

CURRENT AND ACCRUED ASSETS
Cash (131)
Special Deposits (132-134)
Working Fund (135)
Temporary Cash Investments (136)
Notes Receivable (141)
Customer Accounts Receivable (142)
Other Accounts Receivable (143)
(Less) Accumulated Provision for Uncollectible Accounts Credit (144)
Accounts Receivable from Associated Companies (146)
Fuel Stock (151)
Plant Materials and Operating Supplies (154)
Alllowances (158.1 and 158.52)
Stores Expense Undistributed (163)
Gas Stored Underground - Current (164.1)
Prepayments (165)
Interest and Dividends Receivable (171)
Accrued Utility Revenues (173)
Miscellaneous Current and Accrued Assets (174)
Derivative Instrument Assets (175)
Total Current and Accrued Assets

0.5
45.2
4.6
8.2
1.9
0.6
10.3
14.9
0.8
157.8

100.0

0.5
45.2
4.6
8.2
1.9
0.6
10.3
14.9
0.8
257.8

DEFERRED DEBITS
Unamortized Debt Expense (181)
Unrecovered Plant and Regulatory Study Costs (182.2)
Other Regulatory Assets (182.3)
Clearing Accounts (184)
Miscellaneous Deferred Debits (186)
Unamortized Loss on Reacquired Debt (189)
Accumulated Deferred Income Taxes (190)
Total Deferred Debits

3.7
118.7
1.4
1.1
2.9
67.2
195.0

-

3.7
118.7
1.4
1.1
2.9
67.2
195.0

$888.2

$100.0

$988.2

TOTAL ASSETS

(a)

-

ENTERGY NEW ORLEANS, INC.
Exhibit C - PRO FORMA CONSOLIDATED BALANCE SHEETS
March 31, 2011
(Unaudited) ($ in millions)

Entergy
New Orleans, Inc.
PROPRIETARY CAPITAL
Common Stock Issued (201)
Members Equity (201)
Preferred Stock Issued (204)
Premium on Capital Stock (207)
Other Paid-In Capital (208-211)
(Less) Discount on Capital Stock (213)
(Less) Capital Stock Expense (214)
Retained Earnings (215, 215.1, 216)
Unappropriated Undistributed Subsidiary Earnings (216.1)
(Less) Reacquired Capital Stock (217)
Accumulated Other Comprehensive Income (219)
Total Proprietary Capital

$ 33.7
19.8
0.3
36.1
0.1
124.6
214.4

LONG-TERM DEBT
Bonds (221)
(Less) Reacquired Bonds (222)
Advances from Associated Companies (223)
Other Long-Term Debt (224)
Unamortized Premium on Long-Term Debt (225)
(Less) Unamortized Discount on Long-Term Debt (226)
Total Long-Term Debt

167.3
0.1
167.2

Entergy
New Orleans,
Inc. after
Proposed
Transactions

Pro Forma
Entries to
Reflect the
Proposed
Transactions
$-

-

-

$ 33.7
19.8
0.3
36.1
0.1
124.6
214.4

-

167.3
0.1
167.2

OTHER NONCURRENT LIABILITIES
Obligations Under Capital Leases - Noncurrent (227)
Accumulated Provision for Property Insurance (228.1)
Accumulated Provision for Injuries and Damages (228.2)
Accumulated Provision for Pension and Benefits (228.3)
Accumulated Miscellaneous Operating Provisions (228.4)
Accumulated Provision for Rate Refunds (229)
Asset Retirement Obligations (230)
Total Other Noncurrent Liabilities

7.5
5.9
9.4
0.1
3.5
26.4

-

7.5
5.9
9.4
0.1
3.5
26.4

CURRENT AND ACCRUED LIABILITIES
Notes Payable (231)
Accounts Payable (232)
Notes Payable to Associated Companies (233)
Accounts Payable to Associated Companies (234)
Customer Deposits (235)
Taxes Accrued (236)
Interest Accrued (237)
Dividends Declared (238)
Tax Collections Payable (241)
Miscellaneous Current and Accrued Liabilities (242)
Obligations Under Capital Lease-Current (243)
Derivative Instrument Liabilities (244)
Total Current and Accrued Liabilities

18.2
23.3
21.4
10.3
1.8
0.2
0.9
0.7
76.8

100.0
100.0

18.2
123.3
21.4
10.3
1.8
0.2
0.9
0.7
176.8

0.4
0.7
117.1
98.9
151.9
34.4
403.4

-

0.4
0.7
117.1
98.9
151.9
34.4
403.4

$888.2

$100.0

$988.2

DEFERRED CREDITS
Customer Advances for Construction (252)
Accumulated Deferred Investment Tax Credits (255)
Other Deferred Credits (253)
Other Regulatory Liabilities (254)
Unamortized Gain on Required Debt (257)
Accum. Deferred Income Taxes - Accel. Amort. (281)
Accumulated Deferred Income Taxes-Other Property (282)
Accumulated Deferred Income Taxes-Other (283)
Total Deferred Credits
TOTAL LIABILITIES AND STOCKHOLDER EQUITY

(a)

ENTERGY NEW ORLEANS, INC.
Exhibit D - PRO FORMA CONSOLIDATED STATEMENTS OF INCOME
For the Twelve Months March 31, 2011
(Unaudited) ($ in millions)

Entergy
New Orleans, Inc.
UTILITY OPERATING INCOME
Operating Revenues (400)
Operating Expenses (401)
Maintenance Expenses (402)
Depreciation Expense (403)
Depreciation Expense for Asset Retirement Costs (403.1)
Amortization and Depletion of Utility Plant (404-405)
Regulatory Debits (407.3)
(Less) Regulatory Credits (407.4)
Taxes Other Than Income Taxes (408.1)
Income Taxes - Federal (409.1)
Income Taxes - Other (409.1)
Provision for Deferred Income Taxes (410.1)
(Less) Provision for Deferred Income Taxes-Credit (411.1)
Investment Tax Credit Adjustment - Net (411.4)
(Less) Gains from Disposition of Allowance (411.8)
Accretion Expense (411.1)
TOTAL Utility Operating Expenses
Net Utility Operating Income
OTHER INCOME AND DEDUCTIONS
Interest and Dividend Income (419)
Allowance for Other Funds Used During Construction (419.1)
Miscellaneous Nonoperating Income (421)
Gain on Disposition of Property (421.1)
TOTAL Other Income
Loss on Disposition of Property (421.2)
Donations (426.1)
Life Insurance (426.2)
Penalties (426.3)
Expense for Certain Civic, Political and Related Activities (426.4)
Other Deductions (426.5)
TOTAL Other Income Deductions
Taxes Other Than Income Taxes (408.2)
Income Taxes - Federal (409.2)
Income Taxes - Other (409.2)
Provision for Deferred Inc. Taxes (410.2)
(Less) Provision for Deferred Income Taxes-Cr. (411.2)
Investment Tax Credit - Adjustment (411.5)
TOTAL Taxes on Other Income and Deductions
Net Other Income and Deductions
INTEREST CHARGES
Interest on Long-Term Debt (427)
Amortization of Debt Discount and Expense (428)
Amortization of Loss on Reacquired Debt (428.1)
(Less) Amortization of Gain on Reacquired Debt (429.1)
Interest on Debt to Associated Companies (430)
Other Interest Expense (431)
(Less) Allowance for Borrowed Funds Used During ConstructionCr. (432)
Net Interest Charges
Net Income
Note: Pro forma entries included in Exhibit C.

$ 637.8
471.2
31.3
29.2
6.3
1.8
3.2
43.9
(121.6)
0.9
354.7
216.6
(0.3)
0.2
597.8
40.0

Pro Forma
Entries to Reflect
the Proposed
Transactions
$-

Entergy
New Orleans,
Inc. after
Proposed
Transactions
$ 637.8
471.2
31.3
29.2
6.3
1.8
3.2
43.9
(121.6)
0.9
354.7
216.6
(0.3)
0.2
597.8
40.0

0.5 (b)
0.6
1.1
1.4
-

7.5
7.5
-

0.6
0.5
2.5
(0.9) (b)
(0.1) (b)
(1.0)
(0.4)

-

1.0
6.5

0.6
0.5
2.5
(0.1)
0.1
6.1

9.6
0.5
0.3
0.4 (b)
0.7

5.0
-

9.6
0.5
0.3
5.4
0.7

5.0
$1.5

0.3
16.2
$29.9

0.3
11.2
$28.4

0.8
0.2

8.0
0.6
8.6
1.4
-

ENTERGY NEW ORLEANS, INC.
Exhibit E - PRO FORMA CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Twelve Months Ended March 31, 2011
(Unaudited) ($ in millions)

Entergy
New Orleans, Inc.
Net Cash Flow from Operating Activities:
Net Income
Noncash Charges (Credits) to Income:
Depreciation and Depletion
Amortization of Debt Discountand Expense and Premium on Debt
Loss (Gain) on Reacquired Debt
Other Regulatory Credits - Net
Deferred Income Taxes (Net)
Investment Tax Credit Adjustment (Net)
Net (Increase) Decrease in Receivables
Net (Increase) Decrease in Inventory
Net (Increase) Decrease in Allowances Inventory
Net Increase (Decrease) in Payables and Accrued Expenses
Net (Increase) Decrease in Other Regulatory Assets
Net Increase (Decrease) in Other Regulatory Liabilities
(Less) Allowance for Other Funds Used During Construction
Other:
Other Working Capital Accounts
Other Operating Activities
Net Cash Provided by (Used in) Operating Activities

$28.4 b
35.6
0.7
138.1
(0.3)
0.7
(4.3)
0.2
(189.8)
(8.3)
2.5
0.5
(1.6)
33.3
34.7

Pro Forma
Entries to
Reflect the
Proposed
Transactions

$ 1.5
1.5

Entergy
New Orleans,
Inc. after
Proposed
Transactions

$29.9
35.6
0.7
138.1
(0.3)
0.7
(4.3)
0.2
(189.8)
(8.3)
2.5
0.5
(1.6)
33.3
36.2

Cash Flows from Investing Activities:
Gross Additions to Utility Plant (less nuclear fuel):
Gross Additions to Nuclear Fuel
(Less) Allowance for Other Funds Used During Construction
Other:
Insurance Proceeds
Decommissioning Trust Contributions
Proceeds from Sale/leaseback of Nuclear Fuel
Cash Outflows for Plant

(78.8)
(0.5)
(78.3)

-

Other:
Investments in and Advances to Assoc. and Subsidiary Companies
Insurance proceeds
Change in Other Investments
Change in Money Pool Receivable - Net
Net Cash Provided by (Used in) Investing Activities

3.3
(5.9)
52.1
(28.8)

-

(5.9)
52.1
(28.8)

-

24.3
24.3

-

(78.8)
(0.5)
(78.3)
3.3

Cash Flows from Financing Activities:
Proceeds from the Issuance of:
Long-Term Debt
Net Increase in Short-Term Debt
Borrowings on DIP Credit Facility
Cash Provided by Outside Sources
Payments for Retirement of:
Long-term Debt
Preferred Stock
Repayment of DIP credit facility
Net Decrease in Short-Term Debt ( c )
Changes in Money Pool Payable - Net
Dividends on Preferred Stock
Dividends on Common Stock
Net Cash Provided by (Used in) Financing Activities

(130.0)
- a
(0.9)
(37.7)
(144.3)

100.0
100.0

(130.0)
100.0
(0.9)
(37.7)
(44.3)

Net Increase (Decrease) in Cash and Cash Equivalents

(138.4)

101.5

(36.9)

24.3
24.3

Cash and Cash Equivalents at Beginning of Period

168.5

-

168.5

Cash and Cash Equivalents at End of Period

$30.1

$101.5

$131.6

Note: Pro forma entries included with Exhibit C.

ENTERGY NEW ORLEANS, INC.
Exhibit E - PRO FORMA CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Twelve Months Ended March 31, 2011
Entergy
New Orleans
Inc. after
Proposed
Transactions

Entergy
New Orleans, Inc.

Pro Forma
Entries to
Reflect the
Proposed
Transactions

$29.9

$1.5

$29.9

Add Back:
Total interest expense
Income taxes

11.2
16.1

5.0
1.0

16.2
17.1

Income before interest and taxes

57.2

7.5

63.2

$11.2

$5.0

$16.2

5.11

-

3.90

Computation of Interest Coverage:

Net income

Total interest expense
Interest coverage

Entergy Texas, Inc.
Exhibit C - Pro Forma Accounting Entries to Reflect the Proposed Transactions
As of March 31, 2011
(in Millions)
For Proposed Financing - Balance Sheet
Accounts
Debit
Credit
Temporary cash investments (136)
(a)
193.7
Accounts payable to associated companies (234)
193.7

Entry to record the balance sheet effects of the proposed potential maximum issuance
of $193.7 million of short-term debt securities ($6.3 million was already outstanding)
as money pool borrowings as if the issuances had occurred on March 31, 2011.
For Proposed Financing - Income Statement
Accounts
Debit
Interest on Debt to Associated Companies (430)
(b)
9.7
Income Taxes - Federal (409.2)
Income Taxes - Other (409.2)
Interest and Dividend Income (419)
Cash (131)

Credit

Entry to record the income statement effects of the security issuances described in
entry (a) as if the issuances had occurred on April 1, 2010. The entry uses an
estimated interest rate on borrowings of 5% per annum and assumes a return on
investment at a rate of 4.9%.

0.1
0.0
9.5
0.1

Entergy Texas, Inc.
Exhibit C- PRO FORMA CONSOLIDATED BALANCE SHEET
March 31, 2011
(Unaudited) ($ in millions)
Pro Forma
Entries to Reflect
the Proposed
Transactions

Entergy
Texas, Inc.
UTILITY PLANT
Utility Plant (101-106, 114)
Construction Work in Progress (107)
TOTAL Utility Plant
(Less) Accumulated Provisions for Depreciation, Amortization and
Depletion (108, 110, 111, 115)
Net Utility Plant
Nuclear Fuel Under Capital Leases (120.6)
(Less) Accum. Prov. for Amort. Of Nucl. Fuel Assemblies (120.5)
Net Utility Plant
OTHER PROPERTY AND INVESTMENTS
Nonutility Property (121)
(Less) Accumulated Provisions for Depreciation and Amortization
(122)
Investment in Associated Companies (123)
Investment in Subsidiary Companies (123.1)
Other Investments (124)
Other Special funds (128)
TOTAL Other Property and Investments

Entergy
Texas,
Inc. after
Proposed
Transactions

$ 3,247.8
65.7
3,313.5

$-

$ 3,247.8
65.7
3,313.5

1,252.0
2,061.5
2,061.5

-

1,252.0
2,061.5
2,061.5

10.7

-

10.7

9.6
3.2
17.6
0.8
22.7

-

9.6
3.2
17.6
0.8
22.7

1.5
0.1
0.2
0.1
42.5
10.5

193.7
-

1.5
0.1
0.2
193.8
42.5
10.5

CURRENT AND ACCRUED ASSETS
Cash (131)
Special Deposits (132-134)
Working Fund (135)
Temporary Cash Investments (136)
Notes Receivable (141)
Customer Accounts Receivable (142)
Other Accounts Receivable (143)
(Less) Accumulated Provision for Uncollectible Accounts - Credit
(144)
Accounts Receivable from Associated Companies (146)
Fuel Stock (151)
Fuel Stock Expenses Undistributed (152)
Plant Materials and Operating Supplies (154)
Allowances (158.1 and 158.2)
Stores Expense Undistributed (163)
Prepayments (165)
Interest and Dividends Receivable (171)
Accrued Utility Revenues (173)
Miscellaneous Current and Accrued Assets (174)
Derivative Instrument Assets (175)
Total Current and Accrued Assets

1.9
41.9
53.6
26.2
3.0
4.5
38.6
1.8
222.6

193.7

1.9
41.9
53.6
26.2
3.0
4.5
38.6
1.8
416.3

DEFERRED DEBITS
Unamortized Debt Expense (181)
Unrecovered Plant and Regulatory Study Costs (182.2)
Other Regulatory Assets (182.3)
Clearing Accounts (184)
Miscellaneous Deferred Debits (186)
Unamortized Loss on Reacquired Debt (189)
Accumulated Deferred Income Taxes (190)
Total Deferred Debits

9.6
518.2
2.9
33.7
12.2
250.3
826.9

-

9.6
518.2
2.9
33.7
12.2
250.3
826.9

$3,133.7

$193.7

$3,327.4

TOTAL ASSETS

(a)

Entergy Texas, Inc.
Exhibit C- PRO FORMA CONSOLIDATED BALANCE SHEET
March 31, 2011
(Unaudited) ($ in millions)
Pro Forma
Entries to Reflect
the Proposed
Transactions

Entergy
Texas, Inc.

Entergy
Texas,
Inc. after
Proposed
Transactions

PROPRIETARY CAPITAL
Common Stock Issued (201)
Members Equity (201)
Preferred Stock Issued (204)
Premium on Capital Stock (207)
Other Paid-In Capital (208-211)
(Less) Discount on Capital Stock (213)
(Less) Capital Stock Expense (214)
Retained Earnings (215, 215.1, 216)
Unappropriated Undistributed Subsidiary Earnings (216.1)
Accumulated Other Comprehensive Income (219)
Total Proprietary Capital

$ 49.5
485.1
3.1
308.6
840.1

$-

$ 49.5
485.1
3.1
308.6
840.1

LONG-TERM DEBT
Bonds (221)
(Less) Reacquired Bonds (222)
Advances from Associated Companies (223)
Other Long-Term Debt (224)
Unamortized Premium on Long-Term Debt (225)
(Less) Unamortized Discount on Long-Term Debt (226)
Total Long-Term Debt

850.0
5.3
3.1
852.2

-

850.0
5.3
3.1
852.2

OTHER NONCURRENT LIABILITIES
Obligations Under Capital Leases - Noncurrent (227)
Accumulated Provision for Property Insurance (228.1)
Accumulated Provision for Injuries and Damages (228.2)
Accumulated Provision for Pension and Benefits (228.3)
Accumulated Miscellaneous Operating Provisions (228.4)
Accumulated Provision for Rate Refunds (229)
Asset Retirement Obligations (230)
Total Other Noncurrent Liabilities
CURRENT AND ACCRUED LIABILITIES
Notes Payable (231)
Accounts Payable (232)
Notes Payable to Associated Companies (233)
Accounts Payable to Associated Companies (234)
Customer Deposits (235)
Taxes Accrued (236)
Interest Accrued (237)
Dividends Declared (238)
Tax Collections Payable (241)
Miscellaneous Current and Accrued Liabilities (242)
Obligations Under Capital Lease-Current (243)
Derivative Instrument Liabilities (244)
Total Current and Accrued Liabilities
DEFERRED CREDITS
Customer Advances for Construction (252)
Accumulated Deferred Investment Tax Credits (255)
Other Deferred Credits (253)
Other Regulatory Liabilities (254)
Accum. Deferred Income Taxes-Accel. Amort (281)
Accumulated Deferred Income Taxes-Other Property (282)
Accumulated Deferred Income Taxes-Other (283)
Total Deferred Credits
TOTAL LIABILITIES AND STOCKHOLDER EQUITY

5.8
9.4
(0.7)
3.7
18.2

67.3
86.4
38.0
(0.2)
14.5
0.5
3.2
209.7

-

(a)

193.7
193.7

5.8
9.4
(0.7)
3.7
18.2

67.3
280.1
38.0
(0.2)
14.5
0.5
3.2
403.4

20.5
72.7
57.8
597.2
465.3
1,213.5

-

20.5
72.7
57.8
597.2
465.3
1,213.5

$3,133.7

$193.7

$3,327.4

Entergy Texas, Inc.
Exhibit D - PRO FORMA CONSOLIDATED STATEMENTS OF INCOME
For the Twelve Months Ended March 31, 2011
(Unaudited) ($ in millions)
Pro Forma
Entries to Reflect
the Proposed
Transactions

Entergy
Texas, Inc.
UTILITY OPERATING INCOME
Operating Revenues (400)

$ 1,615.4

Operating Expenses (401)
Maintenance Expenses (402)
Depreciation Expense (403)
Depreciation Expense for Asset Retirement Costs (403.1)
Amortization and Depletion of Utility Plant (404-405)
Amortization of Property Losses, Unrecovered Plant and Regulatory Study
Costs (407)
Regulatory Debits (407.3)
(Less) Regulatory Credits (407.4)
Taxes Other Than Income Taxes (408.1)
Income Taxes - Federal (409.1)
Income Taxes - Other (409.1)
Provision for Deferred Income Taxes (410.1)
(Less) Provision for Deferred Income Taxes-Credit (411.1)
Investment Tax Credit Adjustment - Net (411.4)
(Less) Gains from Disposition of Allowance (411.8)
Accretion Expense (411.1)
TOTAL Utility Operating Expenses
Net Utility Operating Income
OTHER INCOME AND DEDUCTIONS
Revenues from Merchandising, Jobbing and Contract Work (415)
(Less) Costs and Exp. of Merchandising, Job. & Contract Work (416)
Revenues from Nonutility Operations (417)
(Less) Expenses of Nonutility Operations (417.1)
Equity in Earnings of Subsidiary Companies (418.1)
Interest and Dividend Income (419)
Allowance for Other Funds Used During Construction (419.1)
Miscellaneous Nonoperating Income (421)
Gain on Disposition of Property (421.1)
TOTAL Other Income
Loss on Disposition of Property (421.2)
Donations (426.1)
Life Insurance (426.2)
Penalties (426.3)
Expense for Certain Civic, Political and Related Activities (426.4)
Other Deductions (426.5)
TOTAL Other Income Deductions

$-

Entergy
Texas,
Inc. after
Proposed
Transactions
$ 1,615.4

1,271.9
53.5
68.8
(0.3)
7.8

-

1,271.9
53.5
68.8
(0.3)
7.8

(8.2)
(0.3)
62.3
(27.1)
(0.3)
843.2
771.9
(1.6)
0.2
1,498.6

-

(8.2)
(0.3)
62.3
(27.1)
(0.3)
843.2
771.9
(1.6)
0.2
1,498.6

116.8

-

116.8

0.3
(1.1)
6.8 (b)
5.9
1.3
12.6
0.7
(0.7)
2.3
3.4
5.7

9.5
9.5
-

0.3
(1.1)
16.3
5.9
1.3
22.1
0.7
(0.7)
2.3
3.4
5.7

Taxes Other Than Income Taxes (408.2)
Income Taxes - Federal (409.2)
Income Taxes - Other (409.2)
Provision for Deferred Inc. Taxes (410.2)
(Less) Provision for Deferred Income Taxes-Cr. (411.2)
Investment Tax Credit - Adjustment (411.5)
TOTAL Taxes on Other Income and Deductions

0.3 (b)
-(b)
0.3

(0.1)
(0.1)

0.2
0.2

Net Other Income and Deductions

6.6

9.6

16.2

INTEREST CHARGES
Interest on Long-Term Debt (427)
Amortization of Debt Discount and Expense (428)
Amortization of Loss on Reacquired Debt (428.1)
(Less) Amortization of Gain on Reacquired Debt (429.1)
Interest on Debt to Associated Companies (430)
Other Interest Expense (431)

56.0
1.3
1.9
-(b)
(1.5)

9.7
-

56.0
1.3
1.9
9.7
(1.5)

(Less) Allowance for Borrowed Funds Used During Construction-Cr. (432)
Net Interest Charges

3.6
54.1

9.7

3.6
63.8

(0.1)

$69.2

Net Income
Note: Pro forma entries included with Exhibit C.

$

69.3

$

Entergy Texas, Inc.
Exhibit E - PRO FORMA CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Twelve Months Ended March 31, 2011
(Unaudited) ($ in millions)

Entergy
Texas, Inc.
Net Cash Flow from Operating Activities:
Net Income
Noncash Charges (Credits) to Income:
Depreciation and Depletion
Amortization of Debt Discountand Expense and Premium on Debt
Loss on Reacquired Debt
Other Regulatory Credits - Net
Deferred Income Taxes (Net)
Investment Tax Credit Adjustment (Net)
Net (Increase) Decrease in Receivables
Net (Increase) Decrease in Inventory
Net (Increase) Decrease in Allowances Inventory
Net Increase (Decrease) in Payables and Accrued Expenses
Net (Increase) Decrease in Other Regulatory Assets
Net Increase (Decrease) in Other Regulatory Liabilities
(Less) Allowance for Other Funds Used During Construction
Other:
Other Working Capital Accounts
Other Operating Activities
Net Cash Provided by (Used in) Operating Activities

Entergy
Texas,
Inc. after
Proposed
Transactions

Pro Forma
Entries to
Reflect the
Proposed
Transactions

69.5 (b)
76.5
1.3
1.9
9.6
71.2
(1.6)
(28.2)
2.8
0.2
(33.4)
11.5
(118.6)
5.9
1.0
(33.7)
24.1

$

(0.1)

$69.4

-

76.5
1.3
1.9
9.6
71.2
(1.6)

-

(28.2)
2.8
0.2
(33.4)
11.5
(118.6)
5.9

(0.1)

1.0
(33.7)
24.0

Cash Flows from Investing Activities:
Gross Additions to Utility Plant (less nuclear fuel):
Gross Additions to Nuclear Fuel
(Less) Allowance for Other Funds Used During Construction
Other:
Payment for Purchase of Plant
Decommissioning Trust Contributions
Proceeds from Sale/leaseback of Nuclear Fuel
Change in Money Pool Receivables
Cash Outflows for Plant

(161.0)
(5.8)
47.5
(107.7)

-

(161.0)
(5.8)
47.5
(107.7)

Other:
Investments in and Advances to Assoc. and Subsidiary Companies
Insurance Proceeds
Payments to storm reserve escrow account
Receipts from storm reserve escrow account
Changes in Other Investments
Net Cash Provided by (Used in) Investing Activities

5.3
2.3
(100.1)

-

5.3
2.3
(100.1)

Cash Flows from Financing Activities:
Proceeds from the Issuance of:
Long-Term Debt
Common stock
Changes in Credit Borrowings
Loan from Entergy Corporation
Net Increase in Short-Term Debt
Cash Provided by Outside Sources

198.4
198.4

(a)

193.7
193.7

198.4
193.7
392.1

Payments for Retirement of:
Long-term Debt
Money pool borrowing
Change in Money Pool Payable
Dividends on Preferred Stock
Dividends on Common Stock
Net Cash Provided by (Used in) Financing Activities

(158.5)
6.3
(72.5)
(26.3)

193.7

(158.5)
6.3
(72.5)
167.4

Net Increase (Decrease) in Cash and Cash Equivalents

(102.3)

193.6

91.3

104.1

-

104.1

$1.8

$193.6

$195.4

Cash and Cash Equivalents at Beginning of Period
Cash and Cash Equivalents at End of Period

Note: Pro forma entries included with Exhibit C.

Entergy Texas, Inc.
Exhibit E - PRO FORMA CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Twelve Months Ended March 31, 2011
(Unaudited) ($ in millions)

Entergy
Texas, Inc.

Entergy
Texas,
Inc. after
Proposed
Transactions

Pro Forma
Entries to
Reflect the
Proposed
Transactions

Computation of Interest Coverage:
Net income

$69.3

($0.1)

$69.2

54.1
42.6

9.7
(0.1)

63.8
42.5

Income before interest and taxes

166.0

9.5

175.5

Total interest expense

$54.1

$9.7

$63.8

3.07

-

2.75

Add Back:
Total interest expense
Income taxes

Interest coverage

System Energy Resources, Inc.
Exhibit C - Pro Forma Accounting Entries to Reflect the Proposed Transactions
As of March 31, 2011
(in Millions)
For Proposed Financing - Balance Sheet
Accounts
Debit
Credit
Temporary cash investments (136)
(a)
200.0
Accounts payable to associated companies (234)
200.0
Entry to record the balance sheet effects of the proposed potential maximum issuance
of $200 million of short-term debt securities as money pool borrowings as if the
issuances had occurred on March 31, 2011.
For Proposed Financing - Income Statement
Accounts
Debit
Interest on Debt to Associated Companies (430)
(b)
10.0
Income Taxes - Federal (409.2)
1.7
Income Taxes - Other (409.2)
0.3
Interest and Dividend Income (419)
Cash (131)
3.2

Credit

Entry to record the income statement effects of the security issuances described in
entry (a) as if the issuances had occurred on April 1, 2010. The entry uses an
estimated interest rate on borrowings of 5% per annum and assumes a return on
investment at a rate of 7.6%.

-1.7
-0.3
15.2
-3.2

System Energy Resources, Inc.
Exhibit C- PRO FORMA CONSOLIDATED BALANCE SHEET
March 31, 2011
(Unaudited) ($ in millions)
Pro Forma
Entries to Reflect
the Proposed
Transactions

System Energy
Resources, Inc.
UTILITY PLANT
Utility Plant (101-106, 114)
Construction Work in Progress (107)
TOTAL Utility Plant
(Less) Accumulated Provisions for Depreciation, Amortization and
Depletion (108, 110, 111, 115)
Net Utility Plant
Nuclear Fuel in Process of Ref., Conv., Enrich., and Fab. (120.1)
Nuclear Fuel Under Capital Leases (120.6)
(Less) Accum. Prov. for Amort. Of Nucl. Fuel Assemblies (120.5)
Net Utility Plant
OTHER PROPERTY AND INVESTMENTS
Nonutility Property (121)
(Less) Accumulated Provisions for Depreciation and Amortization
(122)
Investment in Associated Companies (123)
Investment in Subsidiary Companies (123.1)
Other Investments (124)
Other Special funds (128)
TOTAL Other Property and Investments

$ 3,854.9
248.9
4,103.8

$-

2,424.1
1,679.7
43.2
130.3
(2.8)
1,856.0

-

System Energy
Resources,
Inc. after
Proposed
Transactions
$ 3,854.9
248.9
4,103.8
2,424.1
1,679.7
43.2
130.3
(2.8)
1,856.0

-

-

-

17.0
409.0
426.0

-

17.0
409.0
426.0

0.7
123.7
3.4

200.0
-

0.7
323.7
3.4

CURRENT AND ACCRUED ASSETS
Cash (131)
Special Deposits (132-134)
Working Fund (135)
Temporary Cash Investments (136)
Notes Receivable (141)
Customer Accounts Receivable (142)
Other Accounts Receivable (143)
(Less) Accumulated Provision for Uncollectible Accounts - Credit
(144)
Accounts Receivable from Associated Companies (146)
Fuel Stock (151)
Fuel Stock Expenses Undistributed (152)
Plant Materials and Operating Supplies (154)
Allowances (158.1 and 158.2)
Stores Expense Undistributed (163)
Prepayments (165)
Interest and Dividends Receivable (171)
Accrued Utility Revenues (173)
Miscellaneous Current and Accrued Assets (174)
Derivative Instrument Assets (175)
Total Current and Accrued Assets

146.2
67.4
17.8
5.9
18.7
383.8

200.0

146.2
67.4
17.8
5.9
18.7
583.8

DEFERRED DEBITS
Unamortized Debt Expense (181)
Unrecovered Plant and Regulatory Study Costs (182.2)
Other Regulatory Assets (182.3)
Clearing Accounts (184)
Miscellaneous Deferred Debits (186)
Unamortized Loss on Reacquired Debt (189)
Accumulated Deferred Income Taxes (190)
Total Deferred Debits

12.7
460.1
0.4
20.6
312.9
806.7

-

12.7
460.1
0.4
20.6
312.9
806.7

$3,472.5

$200.0

$3,672.5

TOTAL ASSETS

(a)

System Energy Resources, Inc.
Exhibit C- PRO FORMA CONSOLIDATED BALANCE SHEET
March 31, 2011
(Unaudited) ($ in millions)
Pro Forma
Entries to Reflect
the Proposed
Transactions

System Energy
Resources, Inc.
PROPRIETARY CAPITAL
Common Stock Issued (201)
Members Equity (201)
Preferred Stock Issued (204)
Premium on Capital Stock (207)
Other Paid-In Capital (208-211)
(Less) Discount on Capital Stock (213)
(Less) Capital Stock Expense (214)
Retained Earnings (215, 215.1, 216)
Unappropriated Undistributed Subsidiary Earnings (216.1)
Accumulated Other Comprehensive Income (219)
Total Proprietary Capital

System Energy
Resources,
Inc. after
Proposed
Transactions

$ 789.4
23.7
813.1

$-

$ 789.4
23.7
813.1

LONG-TERM DEBT
Bonds (221)
(Less) Reacquired Bonds (222)
Advances from Associated Companies (223)
Other Long-Term Debt (224)
Unamortized Premium on Long-Term Debt (225)
(Less) Unamortized Discount on Long-Term Debt (226)
Total Long-Term Debt

70.0
587.8
0.8
657.0

-

70.0
587.8
0.8
657.0

OTHER NONCURRENT LIABILITIES
Obligations Under Capital Leases - Noncurrent (227)
Accumulated Provision for Property Insurance (228.1)
Accumulated Provision for Injuries and Damages (228.2)
Accumulated Provision for Pension and Benefits (228.3)
Accumulated Miscellaneous Operating Provisions (228.4)
Accumulated Provision for Rate Refunds (229)
Asset Retirement Obligations (230)
Total Other Noncurrent Liabilities

71.7
22.4
422.1
516.2

-

71.7
22.4
422.1
516.2

CURRENT AND ACCRUED LIABILITIES
Notes Payable (231)
Accounts Payable (232)
Accounts Payable to Associated Companies (234)
Customer Deposits (235)
Taxes Accrued (236)
Interest Accrued (237)
Dividends Declared (238)
Tax Collections Payable (241)
Miscellaneous Current and Accrued Liabilities (242)
Obligations Under Capital Lease-Current (243)
Derivative Instrument Liabilities (244)
Total Current and Accrued Liabilities

53.6
19.5
(99.6)
25.6
58.5
57.6

DEFERRED CREDITS
Customer Advances for Construction (252)
Accumulated Deferred Investment Tax Credits (255)
Other Deferred Credits (253)
Other Regulatory Liabilities (254)
Accum. Deferred Income Taxes-Accel. Amort (281)
Accumulated Deferred Income Taxes-Other Property (282)
Accumulated Deferred Income Taxes-Other (283)
Total Deferred Credits
TOTAL LIABILITIES AND STOCKHOLDER EQUITY

-

(a)

200.0
200.0

53.6
219.5
(99.6)
25.6
58.5
257.6

53.9
68.9
334.3
523.1
448.4
1,428.6

-

53.9
68.9
334.3
523.1
448.4
1,428.6

$3,472.5

$200.0

$3,672.5

System Energy Resources, Inc.
Exhibit D - PRO FORMA CONSOLIDATED STATEMENTS OF INCOME
March 31, 2011
(Unaudited) ($ in millions)

System Energy
Resources, Inc.
UTILITY OPERATING INCOME
Operating Revenues (400)

System Energy
Resources,
Inc. after
Proposed
Transactions

Pro Forma
Entries to
Reflect the
Proposed
Transactions

$ 558.4

$-

$ 558.4

Operating Expenses (401)
Maintenance Expenses (402)
Depreciation Expense (403)
Depreciation Expense for Asset Retirement Costs (403.1)
Amortization and Depletion of Utility Plant (404-405)
Amortization of Property Losses, Unrecovered Plant and Regulatory Study
Costs (407)
Regulatory Debits (407.3)
(Less) Regulatory Credits (407.4)
Taxes Other Than Income Taxes (408.1)
Income Taxes - Federal (409.1)
Income Taxes - Other (409.1)
Provision for Deferred Income Taxes (410.1)
(Less) Provision for Deferred Income Taxes-Credit (411.1)
Investment Tax Credit Adjustment - Net (411.4)
(Less) Gains from Disposition of Allowance (411.8)
Accretion Expense (411.1)
TOTAL Utility Operating Expenses

184.7
31.2
117.2
21.7

-

184.7
31.2
117.2
21.7

(9.6)
4.7
22.8
(45.7)
0.1
415.0
316.5
(3.5)
32.0
444.7

-

(9.6)
4.7
22.8
(45.7)
0.1
415.0
316.5
(3.5)
32.0
444.7

Net Utility Operating Income

113.7

-

113.7

1.3
9.5
12.2
23.0
0.3
0.2
0.1
0.6

15.2
15.2
-

1.3
24.7
12.2
38.2
0.3
0.2
0.1
0.6

1.7
0.3
2.0

5.7
0.9
0.1
0.1
6.6

OTHER INCOME AND DEDUCTIONS
Revenues from Merchandising, Jobbing and Contract Work (415)
(Less) Costs and Exp. of Merchandising, Job. & Contract Work (416)
Revenues from Nonutility Operations (417)
(Less) Expenses of Nonutility Operations (417.1)
Equity in Earnings of Subsidiary Companies (418.1)
Interest and Dividend Income (419)
Allowance for Other Funds Used During Construction (419.1)
Miscellaneous Nonoperating Income (421)
TOTAL Other Income
Loss on Disposition of Property (421.2)
Donations (426.1)
Life Insurance (426.2)
Penalties (426.3)
Expense for Certain Civic, Political and Related Activities (426.4)
Other Deductions (426.5)
TOTAL Other Income Deductions
Taxes Other Than Income Taxes (408.2)
Income Taxes - Federal (409.2)
Income Taxes - Other (409.2)
Provision for Deferred Inc. Taxes (410.2)
(Less) Provision for Deferred Income Taxes-Cr. (411.2)
Investment Tax Credit - Adjustment (411.5)
TOTAL Taxes on Other Income and Deductions

4.0
0.6
0.1
0.1
4.6

(b)

(b)
(b)

Net Other Income and Deductions

17.8

13.2

31.0

INTEREST CHARGES
Interest on Long-Term Debt (427)
Amortization of Debt Discount and Expense (428)
Amortization of Loss on Reacquired Debt (428.1)
(Less) Amortization of Gain on Reacquired Debt (429.1)
Interest on Debt to Associated Companies (430)
Other Interest Expense (431)

46.3
3.2
3.5
-(b)
1.4

10.0
-

46.3
3.2
3.5
10.0
1.4

(Less) Allowance for Borrowed Funds Used During Construction-Cr. (432)
Net Interest Charges

4.2
50.2

10.0

4.2
60.2

3.2

$84.5

Net Income
Note: Pro forma entries included with Exhibit C.

$81.3

$

System Energy Resources, Inc.
Exhibit E - PRO FORMA CONSOLIDATED STATEMENTS OF CASH FLOWS
March 31, 2011
(Unaudited) ($ in millions)

System Energy
Resources, Inc.
Net Cash Flow from Operating Activities:
Net Income
Noncash Charges (Credits) to Income:
Depreciation and Depletion
Amortization of Debt Discount and Expense and Premium on Debt
Loss on Reacquired Debt
Other Regulatory Credits - Net
Deferred Income Taxes (Net)
Investment Tax Credit Adjustment (Net)
Net (Increase) Decrease in Receivables
Net (Increase) Decrease in Inventory
Net (Increase) Decrease in Allowances Inventory
Net Increase (Decrease) in Payables and Accrued Expenses
Net (Increase) Decrease in Other Regulatory Assets
Net Increase (Decrease) in Other Regulatory Liabilities
(Less) Allowance for Other Funds Used During Construction
Other:
Other Working Capital Accounts
Other Operating Activities
Net Cash Provided by (Used in) Operating Activities
Cash Flows from Investing Activities:
Gross Additions to Utility Plant (less nuclear fuel):
Gross Additions to Nuclear Fuel
(Less) Allowance for Other Funds Used During Construction
Other:
Payment for Purchase of Plant
Decommissioning Trust Contributions
Proceeds from Sale/leaseback of Nuclear Fuel
Change in Money Pool Receivables
Cash Outflows for Plant
Other:
Investments in and Advances to Assoc. and Subsidiary Companies
Contributions and Advances from Assoc. and Subsidiary Companies
Insurance Proceeds
Payments to storm reserve escrow account
Receipts from storm reserve escrow account
Changes in Other Investments
Net Cash Provided by (Used in) Investing Activities
Cash Flows from Financing Activities:
Proceeds from the Issuance of:
Long-Term Debt
Preferred/preference securities
Net Increase in Short-Term Debt
Cash Provided by Outside Sources
Payments for Retirement of:
Long-term Debt
Money pool borrowing
Other
Dividends on Preferred Stock
Dividends on Common Stock
Net Cash Provided by (Used in) Financing Activities
Net Increase (Decrease) in Cash and Cash Equivalents
Cash and Cash Equivalents at Beginning of Period
Cash and Cash Equivalents at End of Period

Note: Pro forma entries included with Exhibit C.

$81.3 (b)

Pro Forma
Entries to Reflect
the Proposed
Transactions

$ 3.2

System Energy
Resources,
Inc. after
Proposed
Transactions

$84.5

170.9
3.3
3.5
(12.0)
98.7
(3.5)

-

170.9
3.3
3.5
(12.0)
98.7
(3.5)

2.9
(2.7)
(177.3)
42.1
(27.9)
12.2

-

2.9
(2.7)
(177.3)
42.1
(27.9)
12.2

(13.8)
33.7
187.0

3.2

(13.8)
33.7
190.2

(182.8)
(157.3)
(12.2)

-

(182.8)
(157.3)
(12.2)

(27.0)
124.8
19.2
(210.9)
(11.7)
25.5
(197.1)
- (a)
(38.2)
(6.0)
(95.3)
(139.5)
(149.6)
274.0
$124.4

-

(27.0)
124.8
19.2
(210.9)

-

(11.7)
25.5
(197.1)

200.0
200.0

200.0
200.0

200.0

(38.2)
(6.0)
(95.3)
60.5

203.2

53.6

-

274.0

$203.2

$327.6

System Energy Resources, Inc.
Exhibit E - PRO FORMA CONSOLIDATED STATEMENTS OF CASH FLOWS
March 31, 2011
(Unaudited) ($ in millions)
System Energy
Resources,
Inc. after
Proposed
Transactions

System Energy
Resources, Inc.

Pro Forma
Entries to Reflect
the Proposed
Transactions

$81.3

$3.2

$84.5

50.2
54.1

10.0
2.0

60.2
56.0

Income before interest and taxes

185.6

15.2

200.7

Total interest expense

$50.2

$10.0

$60.2

3.70

-

3.33

Computation of Interest Coverage:
Net income
Add Back:
Total interest expense
Income taxes

Interest coverage