Entergy
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Entergy - 10-Q quarterly report FY


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__________________________________________________________________________________________

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

FORM 10-Q

(Mark One)

 

X

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

  
 

For the Quarterly Period Ended March 31, 2008

 

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

  
 

For the transition period from ____________ to ____________


Commission
File Number

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

 


Commission
File Number

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

1-11299

ENTERGY CORPORATION
(a Delaware corporation)
639 Loyola Avenue
New Orleans, Louisiana 70113
Telephone (504) 576-4000
72-1229752

 

1-31508

ENTERGY MISSISSIPPI, INC.
(a Mississippi corporation)
308 East Pearl Street
Jackson, Mississippi 39201
Telephone (601) 368-5000
64-0205830

     
     

1-10764

ENTERGY ARKANSAS, INC.
(an Arkansas corporation)
425 West Capitol Avenue
Little Rock, Arkansas 72201
Telephone (501) 377-4000
71-0005900

 

0-5807

ENTERGY NEW ORLEANS, INC.
(a Louisiana corporation)
1600 Perdido Street, Building 529
New Orleans, Louisiana 70112
Telephone (504) 670-3700
72-0273040

     
     

333-148557

ENTERGY GULF STATES LOUISIANA, L.L.C.
(a Louisiana limited liability company)
446 North Boulevard
Baton Rouge, Louisiana 70802
Telephone (800) 368-3749
74-0662730

 

1-9067

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

     
     

1-32718

ENTERGY LOUISIANA, LLC
(a Texas limited liability company)
446 North Boulevard
Baton Rouge, Louisiana 70802
Telephone (225) 381-5868
75-3206126

   
     

__________________________________________________________________________________________

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

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

 

Large
accelerated
filer

 


Accelerated filer

 

Non-accelerated filer

 

Smaller
reporting
company

Entergy Corporation

Ö

      

Entergy Arkansas, Inc.

    

Ö

  

Entergy Gulf States Louisiana, L.L.C.

    

Ö

  

Entergy Louisiana, LLC

    

Ö

  

Entergy Mississippi, Inc.

    

Ö

  

Entergy New Orleans, Inc.

    

Ö

  

System Energy Resources, Inc.

    

Ö

  

Indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act). Yes

o No þ

Common Stock Outstanding

 

Outstanding at April 30, 2008

Entergy Corporation

($0.01 par value)

191,503,280

Entergy Corporation, Entergy Arkansas, Inc., Entergy Gulf States Louisiana, L.L.C., Entergy Louisiana, LLC, Entergy Mississippi, Inc., Entergy New Orleans, Inc., and System Energy Resources, Inc. separately file this combined Quarterly Report on Form 10-Q. Information contained herein relating to any individual company is filed by such company on its own behalf. Each company reports herein only as to itself and makes no other representations whatsoever as to any other company. This combined Quarterly Report on Form 10-Q supplements and updates the Annual Report on Form 10-K for the calendar year ended December 31, 2007, filed by the individual registrants with the SEC, and should be read in conjunction therewith.

ENTERGY CORPORATION AND SUBSIDIARIES
INDEX TO QUARTERLY REPORT ON FORM 10-Q
March 31, 2008

 

Page Number

  

Definitions

1

Entergy Corporation and Subsidiaries

 
 

Management's Financial Discussion and Analysis

 
  

Plan to Pursue Separation of Non-Utility Nuclear

3

  

Results of Operations

6

  

Liquidity and Capital Resources

9

  

Significant Factors and Known Trends

12

  

Critical Accounting Estimates

15

  

New Accounting Pronouncements

15

 

Consolidated Statements of Income

16

 

Consolidated Statements of Cash Flows

18

 

Consolidated Balance Sheets

20

 

Consolidated Statements of Retained Earnings, Comprehensive Income, and
Paid-In Capital

22

 

Selected Operating Results

23

Notes to Financial Statements

24

Part I. Item 4. Controls and Procedures

40

Entergy Arkansas, Inc.

 
 

Management's Financial Discussion and Analysis

 
  

Results of Operations

41

  

Liquidity and Capital Resources

43

  

Significant Factors and Known Trends

44

  

Critical Accounting Estimates

45

  

New Accounting Pronouncements

45

 

Income Statements

46

 

Statements of Cash Flows

47

 

Balance Sheets

48

 

Selected Operating Results

50

Entergy Gulf States Louisiana, L.L.C.

 
 

Management's Financial Discussion and Analysis

 
  

Jurisdictional Separation of Entergy Gulf States, Inc. into Entergy Gulf States
   Louisiana and Entergy Texas

51

  

Results of Operations

51

  

Liquidity and Capital Resources

53

  

Significant Factors and Known Trends

55

  

Critical Accounting Estimates

56

  

New Accounting Pronouncements

56

 

Income Statements

57

 

Statements of Cash Flows

59

 

Balance Sheets

60

 

Statements of Members' Equity and Comprehensive Income

62

 

Selected Operating Results

63

Entergy Louisiana, LLC

 
 

Management's Financial Discussion and Analysis

 
  

Results of Operations

64

  

Liquidity and Capital Resources

65

  

Significant Factors and Known Trends

67

  

Critical Accounting Estimates

67

  

New Accounting Pronouncements

68

 

Income Statements

69

 

Statements of Cash Flows

71

ENTERGY CORPORATION AND SUBSIDIARIES
INDEX TO QUARTERLY REPORT ON FORM 10-Q
March 31, 2008

 

Page Number

  
 

Balance Sheets

72

 

Statements of Members' Equity and Comprehensive Income

74

 

Selected Operating Results

75

Entergy Mississippi, Inc.

 
 

Management's Financial Discussion and Analysis

 
  

Results of Operations

76

 

 

Liquidity and Capital Resources

77

  

Significant Factors and Known Trends

78

Critical Accounting Estimates

79

  

New Accounting Pronouncements

79

 

Income Statements

80

 

Statements of Cash Flows

81

 

Balance Sheets

82

 

Selected Operating Results

84

Entergy New Orleans, Inc.

 
 

Management's Financial Discussion and Analysis

 
  

Hurricane Katrina

85

  

Results of Operations

85

  

Liquidity and Capital Resources

86

  

Significant Factors and Known Trends

88

  

Critical Accounting Estimates

88

  

New Accounting Pronouncements

88

 

Income Statements

89

 

Statements of Cash Flows

91

 

Balance Sheets

92

 

Selected Operating Results

94

System Energy Resources, Inc.

 
 

Management's Financial Discussion and Analysis

 
  

Results of Operations

95

  

Liquidity and Capital Resources

95

  

Significant Factors and Known Trends

96

  

Critical Accounting Estimates

96

  

New Accounting Pronouncements

96

 

Income Statements

97

 

Statements of Cash Flows

99

 

Balance Sheets

100

Part II. Other Information

 
 

Item 1. Legal Proceedings

102

 

Item 1A. Risk Factors

102

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

102

 

Item 5. Other Information

103

 

Item 6. Exhibits

105

Signature

108

 

FORWARD-LOOKING INFORMATION

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

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

  • resolution of pending and future rate cases and negotiations, including various performance-based rate discussions and implementation of Texas restructuring legislation, and other regulatory proceedings, including those related to Entergy's System Agreement, Entergy's utility supply plan, recovery of storm costs, and recovery of fuel and purchased power costs
  • changes in utility regulation, including the beginning or end of retail and wholesale competition, the ability to recover net utility assets and other potential stranded costs, the operations of the independent coordinator of transmission that includes Entergy's utility service territory, and the application of more stringent transmission reliability requirements or market power criteria by the FERC
  • changes in regulation of nuclear generating facilities and nuclear materials and fuel, including possible shutdown of nuclear generating facilities, particularly those in the Non-Utility Nuclear business
  • resolution of pending or future applications for license renewals or modifications of nuclear generating facilities
  • the performance of Entergy's generating plants, and particularly the capacity factors at its nuclear generating facilities
  • Entergy's ability to develop and execute on a point of view regarding future prices of electricity, natural gas, and other energy-related commodities
  • prices for power generated by Entergy's unregulated generating facilities, the ability to hedge, sell power forward or otherwise reduce the market price risk associated with those facilities, including the Non-Utility Nuclear plants, and the prices and availability of fuel and power Entergy must purchase for its utility customers, and Entergy's ability to meet credit support requirements for fuel and power supply contracts
  • volatility and changes in markets for electricity, natural gas, uranium, and other energy-related commodities
  • changes in law resulting from federal energy legislation
  • changes in environmental, tax, and other laws, including requirements for reduced emissions of sulfur, nitrogen, carbon, mercury, and other substances
  • uncertainty regarding the establishment of interim or permanent sites for spent nuclear fuel and nuclear waste storage and disposal
  • variations in weather and the occurrence of hurricanes and other storms and disasters, including uncertainties associated with efforts to remediate the effects of Hurricanes Katrina and Rita and recovery of costs associated with restoration
  • Entergy's and its subsidiaries' ability to manage their operation and maintenance costs
  • Entergy's ability to purchase and sell assets at attractive prices and on other attractive terms
  • the economic climate, and particularly growth in Entergy's service territory
  • the effects of Entergy's strategies to reduce tax payments
  • FORWARD-LOOKING INFORMATION (Concluded)

    • changes in the financial markets, particularly those affecting the availability of capital and Entergy's ability to refinance existing debt, execute its share repurchase program, and fund investments and acquisitions
    • actions of rating agencies, including changes in the ratings of debt and preferred stock, changes in general corporate ratings, and changes in the rating agencies' ratings criteria
    • changes in inflation and interest rates
    • the effect of litigation and government investigations
    • advances in technology
    • the potential effects of threatened or actual terrorism and war
    • Entergy's ability to attract and retain talented management and directors
    • changes in accounting standards and corporate governance
    • and the following transactional factors (in addition to others described elsewhere in this and in subsequent securities filings): (i) risks inherent in the contemplated Non-Utility Nuclear spin-off, joint venture and related transactions (including the level of debt incurred by the spun-off company and the terms and costs related thereto); (ii) legislative and regulatory actions; and (iii) conditions of the capital markets during the periods covered by the forward-looking statements.  Entergy Corporation cannot provide any assurances that the spin-off or any of the proposed transactions related thereto will be completed, nor can it give assurances as to the terms on which such transactions will be consummated. The transaction is subject to certain conditions precedent, including regulatory approvals and the final approval by the Board.

    DEFINITIONS

    Certain abbreviations or acronyms used in the text and notes are defined below:

    Abbreviation or Acronym

    Term

    AEEC

    Arkansas Electric Energy Consumers

    AFUDC

    Allowance for Funds Used During Construction

    ALJ

    Administrative Law Judge

    ANO 1 and 2

    Units 1 and 2 of Arkansas Nuclear One Steam Electric Generating Station (nuclear), owned by Entergy Arkansas

    APSC

    Arkansas Public Service Commission

    Board

    Board of Directors of Entergy Corporation

    capacity factor

    Actual plant output divided by maximum potential plant output for the period

    City Council or Council

    Council of the City of New Orleans, Louisiana

    Entergy

    Entergy Corporation and its direct and indirect subsidiaries

    Entergy Corporation

    Entergy Corporation, a Delaware corporation

    Entergy Gulf States, Inc.

    Predecessor company for financial reporting purposes to Entergy Gulf States Louisiana that included the assets and business operations of both Entergy Gulf States Louisiana and Entergy Texas

    Entergy Gulf States Louisiana

    Entergy Gulf States Louisiana, L.L.C., a company created in connection with the jurisdictional separation of Entergy Gulf States, Inc. and the successor company to Entergy Gulf States, Inc. for financial reporting purposes. The term is also used to refer to the Louisiana jurisdictional business of Entergy Gulf States, Inc., as the context requires.

    Entergy-Koch

    Entergy-Koch, LP, a joint venture equally owned by subsidiaries of Entergy and Koch Industries, Inc.

    Entergy Texas

    Entergy Texas, Inc., a company created in connection with the jurisdictional separation of Entergy Gulf States, Inc. The term is also used to refer to the Texas jurisdictional business of Entergy Gulf States, Inc., as the context requires.

    EPA

    United States Environmental Protection Agency

    ERCOT

    Electric Reliability Council of Texas

    FASB

    Financial Accounting Standards Board

    FERC

    Federal Energy Regulatory Commission

    firm liquidated damages

    Transaction that requires receipt or delivery of energy at a specified delivery point (usually at a market hub not associated with a specific asset); if a party fails to deliver or receive energy, the defaulting party must compensate the other party as specified in the contract

    Form 10-K

    Annual Report on Form 10-K for the calendar year ended December 31, 2007 filed by Entergy Corporation and its Registrant Subsidiaries with the SEC

    Grand Gulf

    Unit No. 1 of Grand Gulf Steam Electric Generating Station (nuclear), 90% owned or leased by System Energy

    GWh

    Gigawatt-hour(s), which equals one million kilowatt-hours

    Independence

    Independence Steam Electric Station (coal), owned 16% by Entergy Arkansas, 25% by Entergy Mississippi, and 7% by Entergy Power

    IRS

    Internal Revenue Service

    ISO

    Independent System Operator

    kW

    Kilowatt

    kWh

    Kilowatt-hour(s)

    LPSC

    Louisiana Public Service Commission

    MMBtu

    One million British Thermal Units

    1

    DEFINITIONS (Continued)

      

    MPSC

    Mississippi Public Service Commission

    MW

    Megawatt(s), which equals one thousand kilowatt(s)

    MWh

    Megawatt-hour(s)

    Net debt ratio

    Gross debt less cash and cash equivalents divided by total capitalization less cash and cash equivalents

    Net MW in operation

    Installed capacity owned or operated

    Non-Utility Nuclear

    Entergy's business segment that owns and operates six nuclear power plants and sells electric power produced by those plants to wholesale customers

    NRC

    Nuclear Regulatory Commission

    NYPA

    New York Power Authority

    PPA

    Purchased power agreement

    production cost

    Cost in $/MMBtu associated with delivering gas, excluding the cost of the gas

    PUCT

    Public Utility Commission of Texas

    PUHCA 1935

    Public Utility Holding Company Act of 1935, as amended

    PUHCA 2005

    Public Utility Holding Company Act of 2005, which repealed PUHCA 1935, among other things

    Registrant Subsidiaries

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

    River Bend

    River Bend Steam Electric Generating Station (nuclear), owned by Entergy Gulf States Louisiana

    SEC

    Securities and Exchange Commission

    SFAS

    Statement of Financial Accounting Standards as promulgated by the FASB

    System Agreement

    Agreement, effective January 1, 1983, as modified, among the Utility operating companies relating to the sharing of generating capacity and other power resources

    System Energy

    System Energy Resources, Inc.

    TIEC

    Texas Industrial Energy Consumers

    TWh

    Terawatt-hour(s), which equals one billion kilowatt-hours

    unit-contingent

    Transaction under which power is supplied from a specific generation asset; if the asset is unavailable, the seller is not liable to the buyer for any damages

    Unit Power Sales Agreement

    Agreement, dated as of June 10, 1982, as amended and approved by FERC, among Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy, relating to the sale of capacity and energy from System Energy's share of Grand Gulf

    Utility

    Entergy's business segment that generates, transmits, distributes, and sells electric power, with a small amount of natural gas distribution

    Utility operating companies

    Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas

    Waterford 3

    Unit No. 3 (nuclear) of the Waterford Steam Electric Generating Station, 100% owned or leased by Entergy Louisiana

    weather-adjusted usage

    Electric usage excluding the effects of deviations from normal weather

    2

     

    ENTERGY CORPORATION AND SUBSIDIARIES

    MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

     

    Entergy operates primarily through two business segments: Utility and Non-Utility Nuclear.

    • Utility
    • generates, transmits, distributes, and sells electric power in a four-state service territory that includes portions of Arkansas, Mississippi, Texas, and Louisiana, including the City of New Orleans; and operates a small natural gas distribution business.
    • Non-Utility Nuclear
    • owns and operates six nuclear power plants located in the northern United States and sells the electric power produced by those plants primarily to wholesale customers. This business also provides services to other nuclear power plant owners.

    In addition to its two primary, reportable, operating segments, Entergy also operates the non-nuclear wholesale assets business. The non-nuclear wholesale assets business sells to wholesale customers the electric power produced by power plants that it owns while it focuses on improving performance and exploring sales or restructuring opportunities for its power plants.

    Plan to Pursue Separation of Non-Utility Nuclear

    In November 2007, the Board approved a plan to pursue a separation of the Non-Utility Nuclear business from Entergy through a tax-free spin-off of the Non-Utility Nuclear business to Entergy shareholders. Enexus Energy Corporation, a wholly-owned subsidiary of Entergy and formerly referred to as SpinCo, will be a new, separate, and publicly-traded company. In addition, under the plan, Enexus and Entergy are expected to enter into a nuclear services business joint venture, EquaGen L.L.C., with 50% ownership by Enexus and 50% ownership by Entergy. The EquaGen board of members will be comprised of equal membership from both Entergy and Enexus.

    Upon completion of the spin-off, Entergy Corporation's shareholders will own 100% of the common stock in both Enexus and Entergy. Entergy expects that Enexus' business will be substantially comprised of Non-Utility Nuclear's assets, including its six nuclear power plants, and Non-Utility Nuclear's power marketing operation. Entergy Corporation's remaining business will primarily be comprised of the Utility business. EquaGen is expected to operate the nuclear assets owned by Enexus. EquaGen is also expected to offer nuclear services to third parties, including decommissioning, plant relicensing, plant operations, and ancillary services.

    Entergy Nuclear Operations, Inc., the current NRC-licensed operator of the Non-Utility Nuclear plants, filed an application in July 2007 with the NRC seeking indirect transfer of control of the operating licenses for the six Non-Utility Nuclear power plants, and supplemented that application in December 2007 to incorporate the planned business separation. Entergy Nuclear Operations, Inc., which is expected to be wholly-owned by EquaGen, will remain the operator of the plants after the separation.  Entergy Operations, Inc., the current NRC-licensed operator of Entergy's five Utility nuclear plants, will remain a wholly-owned subsidiary of Entergy and will continue to be the operator of the Utility nuclear plants. In the December 2007 supplement to the NRC application, Entergy Nuclear Operations, Inc. provided additional information regarding the spin-off transaction, organizational structure, technical and financial qualifications, and general corporate information. The NRC publish ed a notice in the Federal Register establishing a period for the public to submit a request for hearing or petition to intervene in a hearing proceeding. The NRC notice period expired on February 5, 2008 and two petitions to intervene in the hearing proceeding were filed before the deadline. Each of the petitions opposes the NRC's approval of the license transfer on various grounds, including contentions that the approval request is not adequately supported regarding the basis for the proposed structure, the adequacy of decommissioning funding, and the adequacy of financial qualifications. Entergy submitted answers to the petitions on March 31 and April 8, and the NRC or a presiding officer designated by the NRC will determine whether a hearing will be granted. If a hearing is granted, the NRC is expected to issue a procedural schedule providing for limited discovery, written testimony and a legislative-type hearing. Under the NRC's procedural rules for license transfer approvals, the NRC Staff will co ntinue to review the application, prepare a Safety Evaluation Report and issue an approval or denial without regard to whether a hearing request is pending or has been granted. Thus, resolution of the hearing requests is not a prerequisite to obtaining the required NRC approval.

    3

    On January 28, 2008, Entergy Nuclear Vermont Yankee and Entergy Nuclear Operations, Inc. requested approval from the Vermont Public Service Board for the indirect transfer of control, consent to pledge assets, issue guarantees and assign material contracts, amendment to certificate of public good, and replacement of guaranty and substitution of a credit support agreement for Vermont Yankee. Two Vermont utilities that buy power from Vermont Yankee, the regional planning commission for the area served by Vermont Yankee, a municipality in which the Vermont Yankee training center is located, the union that represents certain Vermont Yankee employees, and two unions that represent certain employees at the Pilgrim plant in Massachusetts petitioned to intervene. Entergy opposed intervention by the Pilgrim unions but did not object to the other intervention requests, and the Pilgrim unions' petition to intervene was denied. The Vermont Public Service Board adopted a procedural schedule that includes hearings in July 2008 and final briefing in August 2008.

    On May 7, 2008, the Vermont governor vetoed legislation approved by the Vermont General Assembly in its 2008 session that would have required Entergy to fund, beyond current NRC requirements, the decommissioning trust fund for Vermont Yankee as a precondition to the Vermont Public Service Board's approval of the spin-off transaction. The legislation would have required a determination that Vermont Yankee's decommissioning trust fund and other funds and financial guarantees available solely for the purpose of decommissioning were adequate to pay for a complete and immediate decommissioning of Vermont Yankee as of the date of any acquisition of control, including Enexus Energy's acquisition of control of Vermont Yankee in connection with the spin-off transaction.

    On January 28, 2008, Entergy Nuclear FitzPatrick, Entergy Nuclear Indian Point 2, Entergy Nuclear Indian Point 3, Entergy Nuclear Operations, Inc., and corporate affiliate NewCo (now named Enexus) filed a petition with the New York Public Service Commission (NYPSC) requesting a declaratory ruling regarding corporate reorganization or in the alternative an order approving the transaction and an order approving debt financing. Petitioners also requested confirmation that the corporate reorganization will not have an effect on Entergy Nuclear FitzPatrick's, Entergy Nuclear Indian Point 2's, Entergy Nuclear Indian Point 3's, and Entergy Nuclear Operations, Inc.'s status as lightly regulated entities in New York, given that they will continue to be competitive wholesale generators. The New York Attorney General has filed an objection to the separation of Enexus from Entergy and to the transfer of the FitzPatrick and the two Indian Point nuclear power plants, arguing that the debt ass ociated with the separation could threaten access to adequate financial resources for Enexus' nuclear power plants, that Entergy could potentially be able to terminate revenue sharing agreements with the New York Power Authority (NYPA), the entity from which Entergy purchased the FitzPatrick and Indian Point 3 nuclear power plants, and because the New York Attorney General believes Entergy must file an environmental impact statement assessing the proposed corporate restructuring. The Office of the County Executive of Westchester County, New York and Riverkeeper, Inc. also filed comments on Entergy's petition. Entergy submitted a responsive filing to the NYPSC on April 29, 2008, responding to the comments filed by the New York Attorney General, the Office of the County Executive of Westchester County, New York, and Riverkeeper.

    Pursuant to Federal Power Act Section 203, on February 21, 2008, an application was filed with the FERC requesting approval for the indirect disposition and transfer of control of jurisdictional facilities of a public utility. The review of the filing by the FERC will be focused on determining that the transaction will have no adverse effects on competition, wholesale or retail rates and on federal and state regulation. Also, the FERC will seek to determine that the transaction will not result in cross-subsidization by a regulated utility or the pledge or encumbrance of utility assets for the benefit of a non-utility associate company.

    Pursuant to the notice filed in the Federal Register, the LPSC filed comments raising an issue concerning cross-subsidization.  On April 17, 2008, however, the LPSC withdrew its protest, which was the only one filed in the FERC proceeding, after a stipulation was entered between the LPSC, Enterg y Gulf States Louisiana, and Entergy Louisiana. In the stipulation, Entergy Gulf States Louisiana and Entergy Louisiana agree, among other things, that services to be provided by EquaGen to them will be provided at cost and the LPSC may subject Entergy Gulf States Louisiana and Entergy Louisiana to a disallowance to the extent the cost of such services exceed the market price at the time the services are rendered. Entergy Gulf States Louisiana and Entergy Louisiana also agree to provide to the LPSC annual reports related to services provided by EquaGen that are allocated to Entergy Louisiana and Entergy Gulf States Louisiana.

    4

    Subject to market terms and conditions and pursuant to the plan, Enexus is expected to incur up to $4.5 billion of debt in the form of publicly or privately issued debt securities. Entergy expects Enexus to transfer to Entergy up to approximately $4.0 billion in the form of either cash proceeds from the issuance of debt securities or a portion of such debt securities, or both, in partial consideration for Entergy's transfer to Enexus of the Non-Utility Nuclear business. Entergy expects to use Enexus debt securities to reduce or retire Entergy debt by exchanging Enexus debt with certain holders of Entergy debt, and also expects to use proceeds from Enexus for share repurchases or other corporate purposes.  The amount to be paid to Entergy, the amount and term of the debt Enexus will incur, and the type of debt and entity that will incur the debt have not been finally determined, but will be determined prior to the separation. A number of factors could affect this final determination, and the amount of debt ultimately incurred could be different from the amount disclosed. Additionally, Entergy expects Enexus to enter into one or more credit facilities or other financing arrangements intended to support Enexus' working capital needs, collateral obligations, and other corporate needs arising from hedging and normal course of business requirements.

    Entergy grants stock options to key employees under the Equity Ownership Plan, which is a shareholder-approved stock-based compensation plan. The Equity Ownership Plan includes provisions whereby the Personnel Committee of the Board can act, in the event of a corporate event such as a spin-off that potentially dilutes the value of the underlying stock of Entergy stock options held by employees, to preserve the current intrinsic value of stock option awards. Potential actions by the Personnel Committee could be to adjust the exercise price of the option and adjust the number of Entergy options held by employees or grant options in the stock of the subsidiary to be spun off (in this case Enexus Energy), or a combination of both, to prevent dilution in the total value of the options held by employees. If such action is taken and the Entergy Equity Ownership Plan is considered modified under the applicable accounting rules, Entergy may be required to recognize incremental compensation cost for the difference in the fair market value of the outstanding equity awards before and after any adjustment by the Board, which could be significant. The change in fair value would be recognized immediately for vested awards and over the remaining vesting period for unvested awards. The weighted average remaining vesting period for all unvested Entergy stock options is 1.8 years as of December 31, 2007. The amount of the incremental compensation cost, if it must be recognized, would be based upon a number of factors that are not yet known including, but not limited to, the number of shares that will be outstanding before and after any adjustment by the Board, the expected value of Entergy and Enexus Energy at or near the spin-off date, and the expected volatilities of Entergy stock, Enexus Energy stock, or both. Although the ultimate decision of the Personnel Committee, the factors noted above, and the required accounting are not yet known, the amount of expen se that Entergy could record in the future based upon outstanding equity awards and assumptions could be material to its financial results and financial position.

    Entergy is targeting around the end of third quarter 2008 as the effective date for the spin-off and EquaGen transactions to be completed. Entergy expects the transactions to qualify for tax-free treatment for U.S. federal income tax purposes for both Entergy and its shareholders, and Entergy submitted a private letter ruling request to the IRS in April 2008 regarding the tax-free treatment. Final terms of the transactions and spin-off completion are subject to several conditions, including the final approval of the Board. As Entergy pursues completion of the separation and establishment of EquaGen, Entergy will continue to consider possible modifications to and variations upon the transaction structure, including a sponsored spin-off, a partial initial public offering preceding the spin-off, or the addition of a third-party joint venture partner.

    5

    Results of Operations

    Entergy New Orleans Bankruptcy

    As a result of the effects of Hurricane Katrina and the effect of extensive flooding that resulted from levee breaks in and around the New Orleans area, on September 23, 2005, Entergy New Orleans filed a voluntary petition in bankruptcy court seeking reorganization relief under Chapter 11 of the U.S. Bankruptcy Code. On May 7, 2007, the bankruptcy judge entered an order confirming Entergy New Orleans' plan of reorganization, and the plan became effective on May 8, 2007. See the Form 10-K for a discussion of the significant terms of Entergy New Orleans' plan of reorganization.

    With confirmation of the plan of reorganization, Entergy reconsolidated Entergy New Orleans, retroactive to January 1, 2007. Because Entergy owns all of the common stock of Entergy New Orleans, reconsolidation does not affect the amount of net income that Entergy recorded from Entergy New Orleans' operations for the current or prior periods, but does result in Entergy New Orleans' financial results being included in each individual income statement line item in 2007, rather than only its net income being presented as "Equity in earnings of unconsolidated equity affiliates," as will remain the case for 2005 and 2006.

    Income Statement Variances

    Following are income statement variances for Utility, Non-Utility Nuclear, Parent & Other, and Entergy comparing the first quarter 2008 to the first quarter 2007 showing how much the line item increased or (decreased) in comparison to the prior period:

     


    Utility

     

    Non-Utility
    Nuclear

     

    Parent & Other (1)


    Entergy

    (In Thousands)

     

     

     

     

     

     

     

    2007 Consolidated Net Income

     

    $104,450  

     

    $128,170  

     

    ($20,425)

    $212,195 

    Net revenue (operating revenue less fuel
      expense, purchased power, and other
      regulatory charges/credits)

     



    27,291 



    203,488 



    (1,337)



    229,442 

    Other operation and maintenance expenses

     

    11,975 

    34,637 

    279 

    46,891 

    Taxes other than income taxes

     

    (14,498)

    5,087 

    (4,701)

    (14,112)

    Depreciation and amortization

     

    (975)

    13,459 

    91 

    12,575 

    Other income

     

    (18,465)

    2,865 

    (3,989)

    (19,589)

    Interest charges

     

    (5,472)

    4,504 

    5,526 

    4,558 

    Other expenses

     

    1,548 

    14,901 

    16,449 

    Income taxes

     

    3,551 

    40,238 

    3,149 

    46,938 

    2008 Consolidated Net Income

     

    $117,147  

     

    $221,697 

     

    ($30,095)

    $308,749 

    (1)

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

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

    6

    Net Revenue

    Utility

    Following is an analysis of the change in net revenue comparing the first quarter 2008 to the first quarter 2007.

      

     

    Amount

      

     

    (In Millions)

     

     

     

    2007 net revenue

     

    $1,007.3 

    Fuel recovery

     

    18.9 

    Base revenues

     

    14.6 

    Rider revenue

     

     9.4 

    Purchased power capacity

     

    (13.4)

    Other

     

    (2.2)

    2008 net revenue

     

    $1,034.6 

    The fuel recovery variance resulted primarily from a reserve for potential rate refunds in the first quarter 2007 in Texas as a result of a PUCT ruling related to the application of past PUCT rulings addressing transition to competition in Texas.

    The base revenues variance is primarily due to the interim surcharge to collect $10 million in under-recovered incremental purchased capacity costs incurred through July 2007 in Texas. The surcharge was collected over a two-month period beginning February 2008. The incremental capacity recovery rider and PUCT approval is discussed in Note 2 to the financial statements in the Form 10-K. The variance is also due to a formula rate plan increase effective July 2007 at Entergy Mississippi.

     

    The rider revenue variance is primarily due to an increase in the Attala power plant costs that are recovered through the power management rider at Entergy Mississippi. The net income effect of this recovery is limited to a portion representing an allowed return on equity with the remainder offset by Attala power plant costs in other operation and maintenance expenses, depreciation expenses, and taxes other than income taxes. The variance is also due to a storm damage rider that became effective in October 2007 at Entergy Mississippi. The establishment of this rider results in an increase in rider revenue and a corresponding increase in other operation and maintenance expense for the storm reserve with no impact on net income.

    The purchased power capacity variance is due to the amortization of deferred capacity costs and is offset in base revenues due to the incremental purchased capacity costs recovered through the interim surcharge, as discussed above.

    Non-Utility Nuclear

    Net revenue increased for Non-Utility Nuclear from $422 million for the first quarter 2007 to $625 million for the first quarter 2008 primarily due to higher pricing in its contracts to sell power, additional production resulting from the acquisition of the Palisades plant in April 2007, and fewer outage days. Palisades contributed $78 million of net revenue in the first quarter 2008. Included in the Palisades net revenue is $19 million of amortization of the Palisades purchased power agreement liability, which is discussed in Note 15 to the financial statements in the Form 10-K. Following are key performance measures for Non-Utility Nuclear for the first quarter 2008 and 2007:

    7

     

     

    2008

     

    2007

     

     

     

     

     

    Net MW in operation at March 31

     

    4,998

     

    4,200

    Average realized price per MWh

     

    $61.47

     

    $55.11

    GWh billed

     

    10,760

     

    8,315

    Capacity factor

     

    97%

     

    91%

    Refueling Outage Days:

      Indian Point 2

    7

    -

      Indian Point 3

    -

    24

    Other Operation and Maintenance Expenses

    Utility

    Other operation and maintenance expenses increased from $408 million for the first quarter 2007 to $420 million for the first quarter 2008 primarily due to:

    • an increase of $13 million in fossil expenses primarily due to higher costs for plant maintenance outages as a result of differing outage schedules for 2008 compared to 2007; and
    • an increase of $11 million in storm damage charges as a result of several storms hitting Entergy Arkansas' service territory in the first quarter 2008. Entergy Arkansas discontinued regulatory storm reserve accounting beginning July 2007 as a result of the APSC order issued in Entergy Arkansas' rate case. As a result, non-capital storm expenses are charged to other operation and maintenance expenses.

    The increase was partially offset by a decrease of $8 million in payroll, payroll-related, and benefits costs and a decrease of $4 million in legal costs incurred.

    Non-Utility Nuclear

    Other operation and maintenance expenses increased from $147 million for the first quarter 2007 to $182 million for the first quarter 2008 primarily due to the acquisition of the Palisades plant in April 2007. Other operation and maintenance expenses associated with the Palisades plant were $29 million in the first quarter 2008.

    Taxes Other than Income Taxes

    Taxes other than income taxes decreased primarily due to the resolution in the first quarter 2008 of issues relating to tax exempt bonds in the Utility. Approximately half of the decrease related to resolution of this issue is at System Energy and has no effect on net income because System Energy also has a corresponding decrease in its net revenue.

    Depreciation and Amortization

    Depreciation and amortization expenses increased primarily due to the acquisition by Non-Utility Nuclear of the Palisades plant in April 2007.

    Other Expenses

    Nuclear refueling outage expenses and decommissioning expense both increased primarily due to the acquisition by Non-Utility Nuclear of the Palisades plant in April 2007.

     

    8

     

    Other Income

    Other income decreased primarily due to a reduction in the allowance for equity funds used during construction in the Utility due to a revision in the first quarter 2007 related to removal costs. Also contributing to the decrease were various other individually insignificant factors.

    Income Taxes

    The effective income tax rates for the first quarters of 2008 and 2007 were 38.1% and 40.1%, respectively. The difference in the effective income tax rate versus the statutory rate of 35% for the first quarter 2008 is primarily due to state income taxes and book and tax differences for utility plant items, partially offset by an adjustment to state income taxes for Non-Utility Nuclear to reflect the effect of a change in the methodology of computing New York state income taxes as required by that state's taxing authority. The difference in the effective income tax rate versus the statutory rate of 35% for the first quarter 2007 is primarily due to state income taxes and book and tax differences for utility plant items, partially offset by book and tax differences related to the allowance for equity funds used during construction and the amortization of investment tax credits.

    Liquidity and Capital Resources

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

    Capital Structure

    Entergy's capitalization is balanced between equity and debt, as shown in the following table. The increase in the debt to capital percentage from 2007 to 2008 is primarily the result of additional borrowings under Entergy Corporation's revolving credit facilities, along with a decrease in shareholders' equity primarily due to an increase in accumulated other comprehensive loss and repurchases of common stock, offset by an increase in retained earnings. The increase in accumulated other comprehensive loss is primarily due to derivative instrument fair value changes. See Note 1 (Derivative Financial Instruments and Commodity Derivatives)

    and Note 16 to the financial statements in the Form 10-K for additional discussion of the accounting treatment of derivative instruments. The increase in the debt to capital percentage is in line with Entergy's financial and risk management aspirations.

     

     

    March 31,
    2008

     

    December 31,
    2007

     

     

     

     

     

    Net debt to net capital

     

    56.5%

     

    54.7%

    Effect of subtracting cash from debt

     

    2.1%

     

    2.9%

    Debt to capital

     

    58.6%

     

    57.6%

    Net debt consists of debt less cash and cash equivalents. Debt consists of notes payable, capital lease obligations, and long-term debt, including the currently maturing portion. Capital consists of debt, common shareholders' equity, and preferred stock without sinking fund. Net capital consists of capital less cash and cash equivalents. Entergy uses the net debt to net capital ratio in analyzing its financial condition and believes it provides useful information to its investors and creditors in evaluating Entergy's financial condition.

    9

    As discussed in the Form 10-K, Entergy Corporation has in place a $3.5 billion credit facility that expires in August 2012. Entergy Corporation has the ability to issue letters of credit against the total borrowing capacity of the facility. As of March 31, 2008, amounts outstanding under the credit facility are:


    Capacity

     


    Borrowings

     

    Letters
    of Credit

     

    Capacity
    Available

    (In Millions)

           

    $3,500 

     

    $2,476 

     

    $71 

     

    $953

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

    Capital Expenditure Plans and Other Uses of Capital

    See the table and discussion in the Form 10-K under "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Liquidity and Capital Resources - Capital Expenditure Plans and Other Uses of Capital," that sets forth the amounts of planned construction and other capital investments by operating segment for 2008 through 2010. Following is an update to the discussion in the Form 10-K.

    Little Gypsy Repowering Project

    The preconstruction and operating air permits for the Little Gypsy repowering project was issued by the Louisiana Department of Environmental Quality (LDEQ) in November 2007 under then-effective federal and state air regulations, including the EPA's Clean Air Mercury Rule that had been issued in 2005 (CAMR 2005). As discussed in more detail in part I, Item 1, "Environmental Regulation, Clean Air Act and Subsequent Amendments, Hazardous Air Pollutants" in the Form 10-K, in February 2008 the U.S. Court of Appeals for the D.C. Circuit struck down CAMR 2005. The D.C. Circuit decision may require utilities to undergo a case-by-case Maximum Achievable Control Technology (MACT) analysis for construction or reconstruction of emission units pursuant to the Clean Air Act before beginning construction. The Little Gypsy project as currently configured is expected to meet MACT standards. Because Little Gypsy received its construction permit before a formal MACT analysis was required, however, Enter gy Louisiana will likely need to provide additional technical analysis to the LDEQ to show that the plant meets the MACT standards. Entergy Louisiana is in discussions with state and federal environmental agencies to identify the additional analysis that needs to be submitted. Onsite construction of the project was scheduled to begin in July 2008, but the additional analysis could cause a delay in the start of construction for several months. The ALJ in Phase II of the Little Gypsy proceedings at the LPSC, which are discussed further in the Form 10-K, has temporarily suspended the procedural schedule, subject to the LPSC's review, which could occur at its May 14, 2008 meeting.

    Sources of Capital

    The short-term borrowings of the Registrant Subsidiaries and certain other Entergy subsidiaries are limited to amounts authorized by the FERC. The current FERC-authorized limits are effective through March 31, 2010, as established by a FERC order issued March 31, 2008 (except for Entergy Gulf States Louisiana and Entergy Texas, which are effective through November 8, 2009, as established by an earlier FERC order). See Note 4 to the financial statements for further discussion of Entergy's short-term borrowing limits.

    10

    Hurricane Katrina and Hurricane Rita

    In August and September 2005, Hurricanes Katrina and Rita caused catastrophic damage to large portions of the Utility's service territory in Louisiana, Mississippi, and Texas, including the effect of extensive flooding that resulted from levee breaks in and around the greater New Orleans area. The storms and flooding resulted in widespread power outages, significant damage to electric distribution, transmission, and generation and gas infrastructure, and the loss of sales and customers due to mandatory evacuations and the destruction of homes and businesses. Entergy has pursued a broad range of initiatives to recover storm restoration and business continuity costs, including obtaining reimbursement of certain costs covered by insurance and pursuing recovery through existing or new rate mechanisms regulated by the FERC and local regulatory bodies, including the issuance of securitization or bonds. See Note 2 to the financial statements herein for an update regarding Entergy Gulf States Louisiana's and Entergy Louisiana's storm cost financing efforts. Following is an update regarding Entergy's insurance claims.

    Insurance Claims

    See Note 8 to the financial statements in the Form 10-K for a discussion of Entergy's conventional property insurance program and its Hurricane Katrina and Hurricane Rita claims. In April 2008, Entergy received from its primary insurer $53.6 million of additional insurance proceeds on its Hurricane Katrina claim, and all of the April 2008 proceeds were allocated to Entergy New Orleans.

    Cash Flow Activity

    As shown in Entergy's Consolidated Statements of Cash Flows, cash flows for the three months ended March 31, 2008 and 2007 were as follows:

     

     

    2008

     

    2007

     

     

    (In Millions)

     

     

     

     

     

    Cash and cash equivalents at beginning of period

     

    $1,254 

     

    $1,016 

     

     

     

     

     

    Effect of reconsolidating Entergy New Orleans

    17 

    Cash flow provided by (used in):

     

     

     

     

     

    Operating activities

     

    448 

     

    493 

     

    Investing activities

     

    (588)

     

    (267)

     

    Financing activities

     

    (198)

     

    (159)

    Net increase (decrease) in cash and cash equivalents

     

    (338)

     

    67 

     

     

     

     

     

    Cash and cash equivalents at end of period

     

    $916 

     

    $1,100 

    Operating Activities

    Entergy's cash flow provided by operating activities decreased by $45 million for the three months ended March 31, 2008 compared to the three months ended March 31, 2007. Following are cash flows from operating activities by segment:

    • Utility provided $168 million in cash from operating activities in 2008 compared to providing $335 million in 2007 primarily due to decreased collection of deferred fuel costs.
    • Non-Utility Nuclear provided $340 million in cash from operating activities in 2008 compared to providing $216 million in 2007, primarily due to an increase in net revenue, partially offset by an increase in operation and maintenance costs associated with the acquisition of the Palisades power plant in April 2007.
    • Parent & Other used approximately $60 million in cash from operating activities in both 2008 and 2007.

    11

    Investing Activities

    Net cash used in investing activities increased by $321 million for the three months ended March 31, 2008 compared to the three months ended March 31, 2007 primarily due to the following activity:

    • Construction expenditures were $71 million higher in 2008 than in 2007, primarily due to increased spending on various projects by the Utility that are discussed further in "Capital Expenditure Plans" in the Form 10-K.
    • In March 2008, Entergy Gulf States Louisiana purchased the Calcasieu Generating Facility, a 322 MW simple-cycle, gas-fired power plant located near the city of Sulphur in southwestern Louisiana, for approximately $56.4 million.
    • Non-Utility Nuclear made a $72 million payment to NYPA under the value sharing agreement associated with the acquisition of the Fitzpatrick and Indian Point 3 power plants. See Note 8 to the financial statements in the Form 10-K for additional discussion of the value sharing agreement.
    • Entergy Mississippi realized proceeds in 2007 from $100 million of investments held in trust that were received from a bond issuance in 2006 and used to redeem bonds in 2007.
    • Financing Activities

      Net cash used in financing activities increased by $39 million for the three months ended March 31, 2008 compared to the three months ended March 31, 2007. The following significant financing cash flow activity occurred in the first quarters of 2008 and 2007:

      • Entergy Corporation increased the net borrowings under its credit facilities by $225 million in the first quarter 2008 and by $615 million in the first quarter 2007. See Note 4 to the financial statements for a description of the Entergy Corporation credit facilities.
      • Entergy Corporation repaid $87 million of notes payable at their maturity in March 2008.
      • Entergy Mississippi redeemed $100 million of first mortgage bonds in 2007.
      • Entergy Corporation repurchased $158 million of its common stock in the first quarter 2008 and $558 million of its common stock in the first quarter 2007.
      • Entergy Corporation increased the dividend on its common stock. The dividend was $0.54 per share for the first quarter 2007 and $0.75 per share for the first quarter 2008.

      Significant Factors and Known Trends

      See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Significant Factors and Known Trends" in the Form 10-K for discussions of rate regulation, federal regulation, and market and credit risk sensitive instruments. Following are updates to the information provided in the Form 10-K.

      State and Local Rate Regulation

      See the Form 10-K for a chart summarizing material rate proceedings. See Note 2 to the financial statements herein for updates to the proceedings discussed in that chart.

      Federal Regulation

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

      System Agreement Proceedings

      Production Cost Equalization Proceeding Commenced by the LPSC

      See the Form 10-K for a discussion of the June 2005 FERC decision in the System Agreement litigation that had been commenced by the LPSC, which was essentially affirmed in the FERC's decision in a December 2005 order on rehearing. The LPSC, APSC, MPSC, and the

       

      12

       

       

      AEEC appealed the FERC's decision to the United States Court of Appeals for the D.C. Circuit. Entergy and the City of New Orleans intervened in the various appeals. The D.C. Circuit issued its decision in April 2008. The D.C. Circuit affirmed the FERC's decision in most respects, but remanded the case to the FERC for further proceedings and reconsideration of its conclusion that it was prohibited from ordering refunds and its determination to implement the bandwidth remedy commencing with calendar year 2006 production costs (with the first payments/receipts commencing in June 2007), rather than commencing the remedy on June 1, 2005. The D.C. Circuit concluded the FERC had failed so far in the proceeding to offer a reasoned explanation regarding these issues.

      Rough Production Cost Equalization Rates

      See the Form 10-K for a discussion of the proceeding in which Entergy filed the rates to implement the FERC's orders in the production cost equalization proceeding. Intervenor cross-answering testimony was filed during March and April 2008, in which the intervenors and FERC Staff advocate a number of positions on issues that affect the level of production costs the individual Utility operating companies are permitted to reflect in the bandwidth calculation, including the level of depreciation and decommissioning expense for nuclear facilities. The effect of the various positions would be to reallocate costs among the Utility operating companies. Additionally, the APSC, while not taking a position on whether Entergy Arkansas was imprudent for not exercising its right of first refusal to repurchase a portion of the Independence plant in 1996 and 1997 as alleged by the LPSC, alleges that if the FERC finds Entergy Arkansas to be imprud ent for not exercising this option, the FERC should disallow recovery from customers by Entergy of approximately $43 million of increased costs. On April 28, 2008 the Utility operating companies filed rebuttal testimony refuting the allegations of imprudence concerning the decision not to acquire the portion of the Independence plant, explaining why the bandwidth payments are properly recoverable under the AmerenUE contract, and explaining why the positions of FERC Staff and intervenors on the other issues should be rejected. A hearing is scheduled to commence in this proceeding on June 17, 2008, however, on May 6, 2008 the LPSC filed a motion requesting the opportunity to present additional evidence at the hearing or, in the alternative, that the hearing be delayed until August 5, 2008 and the LPSC be permitted to submit additional written testimony prior to the hearing..

      The intervenor AmerenUE has argued that its current wholesale power contract with Entergy Arkansas, pursuant to which Entergy Arkansas sells power to AmerenUE, does not permit Entergy Arkansas to flow through to AmerenUE any portion of Entergy Arkansas' bandwidth payment.  According to AmerenUE, Entergy Arkansas has sought to collect from AmerenUE approximately $14.5 million of the 2007 Entergy Arkansas bandwidth payment.  The AmerenUE contract is scheduled to expire in August 2009. In April 2008, AmerenUE filed a complaint with the FERC seeking refunds of this amount, plus interest, in the event the FERC ultimately determines that bandwidth payments are not properly recovered under the AmerenUE contract.

      Independent Coordinator of Transmission

      In the FERC's April 2006 order that approved Entergy's ICT proposal, the FERC stated that the weekly procurement process (WPP) must be operational within approximately 14 months of the FERC order, or June 24, 2007, or the FERC may reevaluate all approvals to proceed with the ICT.  The Utility operating companies have been working with the ICT and a software vendor to develop the software and systems necessary to implement the WPP. The Utility operating companies also filed with the FERC in April 2007 a request to make certain corrections and limited modifications to the current WPP tariff provisions. The Utility operating companies have filed status reports with the FERC notifying the FERC that, due to unexpected issues with the development of the WPP software and testing, the WPP is still not operational. The Utility operating companies filed a revised tariff with the FERC on January 31, 2008 to address issues identified during the testing of the WPP. The Utility operating co mpanies requested the FERC to rule on the proposed amendments by April 30, 2008 and allow them to go into effect May 11, 2008, following which the WPP would be expected to become operational. In May 2008, the FERC determined it would be premature to implement the WPP on May 11, 2008 as the WPP has not been shown to be just and reasonable. Accordingly, the FERC conditionally accepted and suspended Entergy's proposed tariff amendments for five months from the requested effective date, to become effective October 11, 2008, or on an earlier date, subject to refund and subject to a further order on proposed tariff revisions directed to be filed in the order.

       

      13

       

      The FERC stated that it will consider allowing an effective date earlier than October 11, 2008, if the ICT agrees that the model is ready and Entergy files the required tariff revisions no later than 60 days before that date. The FERC also denied the requests for a technical conference at this time and indicated it will reassess the need for such a technical conference after the WPP is functioning.

      Market and Credit Risk Sensitive Instruments

      Commodity Price Risk

      Power Generation

      As discussed more fully in the Form 10-K, the sale of electricity from the power generation plants owned by Entergy's Non-Utility Nuclear business, unless otherwise contracted, is subject to the fluctuation of market power prices. Following is an updated summary of the amount of the Non-Utility Nuclear business' output that is sold forward as of March 31, 2008 under physical or financial contracts (2008 represents the remaining three quarters of the year):

        

      2008

       

      2009

       

      2010

       

      2011

       

      2012

      Non-Utility Nuclear:

                

      Percent of planned generation sold forward:

                
       

      Unit-contingent

       

      49%

       

      48%

       

      31%

       

      29%

       

      16%

       

      Unit-contingent with availability guarantees (1)

       

      38%

       

      35%

       

      28%

       

      14%

       

      7%

       

      Firm liquidated damages

       

      5%

       

      0%

       

      0%

       

      0%

       

      0%

       

      Total

       

      92%

       

      83%

       

      59%

       

      43%

       

      23%

      Planned generation (TWh)

       

      31

       

      41

       

      40

       

      41

       

      41

      Average contracted price per MWh (2)

       

      $54

       

      $61

       

      $58

       

      $55

       

      $51

      (1)

      A sale of power on a unit-contingent basis coupled with a guarantee of availability provides for the payment to the power purchaser of contract damages, if incurred, in the event the seller fails to deliver power as a result of the failure of the specified generation unit to generate power at or above a specified availability threshold. All of Entergy's outstanding guarantees of availability provide for dollar limits on Entergy's maximum liability under such guarantees.

      (2)

      The Vermont Yankee acquisition included a 10-year PPA under which the former owners will buy most of the power produced by the plant, which is through the expiration in 2012 of the current operating license for the plant. The PPA includes an adjustment clause under which the prices specified in the PPA will be adjusted downward monthly, beginning in November 2005, if power market prices drop below PPA prices, which has not happened thus far and is not expected in the foreseeable future.

      Some of the agreements to sell the power produced by Entergy's Non-Utility Nuclear power plants contain provisions that require an Entergy subsidiary to provide collateral to secure its obligations under the agreements. The Entergy subsidiary is required to provide collateral based upon the difference between the current market and contracted power prices in the regions where Non-Utility Nuclear sells power. The primary form of collateral to satisfy these requirements is an Entergy Corporation guaranty.  Cash and letters of credit are also acceptable forms of collateral.  At March 31, 2008, based on power prices at that time, Entergy had in place as collateral $899 million of Entergy Corporation guarantees for wholesale transactions, including $63 million of guarantees that support letters of credit. The assurance requirement associated with Non-Utility Nuclear is estimated to increase by an amount of up to $328 million if gas prices increase $1 per MMBtu in both the shor t- and long-term markets. In the event of a decrease in Entergy Corporation's credit rating to below investment grade, Entergy will be required to replace Entergy Corporation guarantees with cash or letters of credit under some of the agreements.

      In addition to selling the power produced by its plants, the Non-Utility Nuclear business sells installed capacity to load-serving distribution companies in order for those companies to meet requirements placed on them by the ISO in their area. Following is a summary of the amount of the Non-Utility Nuclear business' installed capacity that is currently sold forward, and the blended amount of the Non-Utility Nuclear business'

       

      14

       

      planned generation output and installed capacity that is currently sold forward as of March 31, 2008 (2008 represents the remaining three quarters of the year):

        

      2008

       

      2009

       

      2010

       

      2011

       

      2012

      Non-Utility Nuclear:

                

      Percent of capacity sold forward:

                
       

      Bundled capacity and energy contracts

       

      26%

       

      27%

       

      26%

       

      27%

       

      19%

       

      Capacity contracts

       

      63%

       

      38%

       

      31%

       

      15%

       

      2%

       

      Total

       

      89%

       

      65%

       

      57%

       

      42%

       

      21%

      Planned net MW in operation

       

      4,998

       

      4,998

       

      4,998

       

      4,998

       

      4,998

      Average capacity contract price per kW per month

       

      $2.0

       

      $2.0

       

      $3.4

       

      $3.7

       

      $3.5

      Blended Capacity and Energy (based on revenues)

                

      % of planned generation and capacity sold forward

       

      88%

       

      78%

       

      52%

       

      35%

       

      16%

      Average contract revenue per MWh

       

      $56

       

      $62

       

      $61

       

      $57

       

      $52

      As of March 31, 2008, approximately 96% of Non-Utility Nuclear's counterparty exposure from energy and capacity contracts is with counterparties with public investment grade credit ratings.

      Critical Accounting Estimates

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

      New Accounting Pronouncements

      In March 2008 the FASB issued Statement of Financial Accounting Standards No. 161 "Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133" (SFAS 161), which requires enhanced disclosures about an entity's derivative and hedging activities. SFAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008.

      15

      ENTERGY CORPORATION AND SUBSIDIARIES
      CONSOLIDATED STATEMENTS OF INCOME
      For the Three Months Ended March 31, 2008 and 2007
      (Unaudited)
        2008 2007
        (In Thousands, Except Share Data)
           
      OPERATING REVENUES    
      Electric $2,046,227   $2,111,460 
      Natural gas 89,395   84,951 
      Competitive businesses 729,112   497,649 
      TOTAL 2,864,734   2,694,060 
            
      OPERATING EXPENSES    
      Operating and Maintenance:    
        Fuel, fuel-related expenses, and    
         gas purchased for resale 540,501   787,412 
        Purchased power 620,642   444,239 
        Nuclear refueling outage expenses 51,258   42,975 
        Other operation and maintenance 611,268   564,377 
      Decommissioning 45,996   37,830 
      Taxes other than income taxes 108,571   122,683 
      Depreciation and amortization 244,985   232,410 
      Other regulatory charges  35,280   23,540 
      TOTAL 2,258,501   2,255,466 
            
      OPERATING INCOME 606,233   438,594 
           
      OTHER INCOME    
      Allowance for equity funds used during construction 9,286   17,258 
      Interest and dividend income 54,282   57,110 
      Equity in earnings (loss) of unconsolidated equity affiliates (929) 1,624 
      Miscellaneous - net (11,556) (5,320)
      TOTAL 51,083   70,672 
           
      INTEREST AND OTHER CHARGES    
      Interest on long-term debt 123,144   123,099 
      Other interest - net 32,538   32,215 
      Allowance for borrowed funds used during construction (5,116) (10,529)
      Preferred dividend requirements and other 4,998   6,221 
      TOTAL 155,564   151,006 
           
      INCOME BEFORE INCOME TAXES  501,752   358,260 
           
      Income taxes 193,003   146,065 
           
      CONSOLIDATED NET INCOME $308,749   $212,195 
           
           
      Earnings per average common share:    
        Basic  $1.60   $1.06 
        Diluted  $1.56   $1.03 
      Dividends declared per common share $0.75  $0.54 
           
      Basic average number of common shares outstanding 192,639,605  200,549,935 
      Diluted average number of common shares outstanding 198,300,041  206,133,440 
           
      See Notes to Financial Statements.    
           

      16

       

       

       

       

       

       

       

       

       

       

       

       

       

       

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      17

       

      ENTERGY CORPORATION AND SUBSIDIARIES
      CONSOLIDATED STATEMENTS OF CASH FLOWS
      For the Three Months Ended March 31, 2008 and 2007
      (Unaudited)
        2008 2007
        (In Thousands)
        
      OPERATING ACTIVITIES    
      Consolidated net income $308,749   $212,195 
      Adjustments to reconcile consolidated net income to net cash flow    
      provided by operating activities:    
        Reserve for regulatory adjustments (2,909) 10,939 
        Other regulatory charges  35,280   23,540 
        Depreciation, amortization, and decommissioning 290,981   270,240 
        Deferred income taxes, investment tax credits, and non-current taxes accrued 97,984   384,324 
        Equity in earnings of unconsolidated equity affiliates - net of dividends 929   (1,624)
        Changes in working capital:    
          Receivables (9,374) 66,142 
          Fuel inventory (22,665) 194 
          Accounts payable 9,522   (282,247)
          Taxes accrued  (189,411)
          Interest accrued (34,238) (22,204)
          Deferred fuel (195,650) 154,060 
          Other working capital accounts (181,401) (107,080)
        Provision for estimated losses and reserves 4,034   (16,602)
        Changes in other regulatory assets 40,569   68,720 
        Other 106,359   (77,868)
      Net cash flow provided by operating activities 448,170   493,318 
           
      INVESTING ACTIVITIES    
      Construction/capital expenditures  (373,317) (302,567)
      Allowance for equity funds used during construction 9,286   17,258 
      Nuclear fuel purchases (170,381) (184,806)
      Proceeds from sale/leaseback of nuclear fuel 112,700   114,486 
      Proceeds from sale of assets and businesses  12,663 
      Payment for purchase of plant (56,409) 
      Collections remitted to transition charge account (8,352) 
      NYPA value sharing payment (72,000) 
      Decrease in other investments 7,974   105,923 
      Proceeds from nuclear decommissioning trust fund sales 257,718   160,007 
      Investment in nuclear decommissioning trust funds (294,840) (189,536)
      Net cash flow used in investing activities (587,621) (266,572)
           
      See Notes to Financial Statements.    
           
      18
           
      ENTERGY CORPORATION AND SUBSIDIARIES
      CONSOLIDATED STATEMENTS OF CASH FLOWS
      For the Three Months Ended March 31, 2008 and 2007
      (Unaudited)
        2008 2007
        (In Thousands)
         
      FINANCING ACTIVITIES    
      Proceeds from the issuance of:    
        Long-term debt 545,000   819,998 
        Common stock and treasury stock 4,670   30,889 
      Retirement of long-term debt (438,227) (334,873)
      Repurchase of common stock (158,182) (558,186)
      Redemption of preferred stock  (2,250)
      Dividends paid:    
        Common stock  (144,579) (108,967)
        Preferred stock  (7,270) (6,079)
      Net cash flow used in financing activities (198,588) (159,468)
           
      Effect of exchange rates on cash and cash equivalents 17   (11)
           
      Net increase (decrease) in cash and cash equivalents (338,022) 67,267 
           
      Cash and cash equivalents at beginning of period 1,253,728   1,016,152 
           
      Effect of the reconsolidation of Entergy New Orleans on cash and cash equivalents  17,093 
           
      Cash and cash equivalents at end of period $915,706  $1,100,512 
           
           
      SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:    
        Cash paid during the period for:    
          Interest - net of amount capitalized  $183,787   $153,913 
          Income taxes $2,157   $31,433 
           
      See Notes to Financial Statements.    
           
           

       

      19

       

      ENTERGY CORPORATION AND SUBSIDIARIES
      CONSOLIDATED BALANCE SHEETS
      ASSETS
      March 31, 2008 and December 31, 2007
      (Unaudited)
        2008  2007
        (In Thousands)
           
      CURRENT ASSETS    
      Cash and cash equivalents:    
        Cash $170,711  $126,652 
        Temporary cash investments - at cost,    
         which approximates market 744,995  1,127,076 
           Total cash and cash equivalents 915,706  1,253,728 
      Securitization recovery trust account 27,625  19,273 
      Notes receivable - -   161 
      Accounts receivable:    
        Customer  655,055  610,724 
        Allowance for doubtful accounts (21,329) (25,789)
        Other 302,816  303,060 
        Accrued unbilled revenues 248,898  288,076 
           Total accounts receivable 1,185,440  1,176,071 
      Deferred fuel costs 140,702  -  
      Accumulated deferred income taxes 12,976  38,117 
      Fuel inventory - at average cost 231,249  208,584 
      Materials and supplies - at average cost 704,406  692,376 
      Deferred nuclear refueling outage costs 188,281  172,936 
      System agreement cost equalization 268,000  268,000 
      Prepayments and other 271,861  129,001 
      TOTAL 3,946,246  3,958,247 
            
      OTHER PROPERTY AND INVESTMENTS    
      Investment in affiliates - at equity 76,247  78,992 
      Decommissioning trust funds 3,219,238  3,307,636 
      Non-utility property - at cost (less accumulated depreciation) 225,021  220,204 
      Other  74,487  82,563 
      TOTAL 3,594,993  3,689,395 
           
      PROPERTY, PLANT AND EQUIPMENT    
      Electric 33,416,118  32,959,022 
      Property under capital lease 739,073  740,095 
      Natural gas 305,002  300,767 
      Construction work in progress 981,999  1,054,833 
      Nuclear fuel under capital lease 417,178  361,502 
      Nuclear fuel 641,506  665,620 
      TOTAL PROPERTY, PLANT AND EQUIPMENT 36,500,876  36,081,839 
      Less - accumulated depreciation and amortization 15,309,384  15,107,569 
      PROPERTY, PLANT AND EQUIPMENT - NET 21,191,492  20,974,270 
           
      DEFERRED DEBITS AND OTHER ASSETS    
      Regulatory assets:     
        SFAS 109 regulatory asset - net 606,741  595,743 
        Other regulatory assets 2,923,053  2,971,399 
        Deferred fuel costs 168,122  168,122 
      Long-term receivables 7,720  7,714 
      Goodwill 377,172  377,172 
      Other 949,228  900,940 
      TOTAL 5,032,036  5,021,090 
            
      TOTAL ASSETS $33,764,767  $33,643,002 
           
      See Notes to Financial Statements.    
       
      20
       
      ENTERGY CORPORATION AND SUBSIDIARIES
      CONSOLIDATED BALANCE SHEETS
      LIABILITIES AND SHAREHOLDERS' EQUITY
      March 31, 2008 and December 31, 2007
      (Unaudited)
        2008  2007
        (In Thousands)
           
      CURRENT LIABILITIES    
      Currently maturing long-term debt $911,496  $996,757 
      Notes payable 25,037  25,037 
      Accounts payable 1,040,823  1,031,300 
      Customer deposits 294,767  291,171 
      Interest accrued 153,724  187,968 
      Deferred fuel costs - -  54,947 
      Obligations under capital leases 151,945  152,615 
      Pension and other postretirement liabilities 35,376  34,795 
      System agreement cost equalization 268,000  268,000 
      Other 325,075  214,164 
      TOTAL 3,206,243  3,256,754 
            
      NON-CURRENT LIABILITIES    
      Accumulated deferred income taxes and taxes accrued 6,402,820  6,379,679 
      Accumulated deferred investment tax credits 339,045  343,539 
      Obligations under capital leases 275,808  220,438 
      Other regulatory liabilities 550,734  490,323 
      Decommissioning and asset retirement cost liabilities 2,533,424  2,489,061 
      Accumulated provisions 137,798  133,406 
      Pension and other postretirement liabilities 1,343,034  1,361,326 
      Long-term debt 9,927,555  9,728,135 
      Other  1,064,090  1,066,508 
      TOTAL 22,574,308  22,212,415 
           
      Commitments and Contingencies     
           
      Preferred stock without sinking fund 311,066  311,162 
           
      SHAREHOLDERS' EQUITY    
      Common stock, $.01 par value, authorized 500,000,000    
       shares; issued 248,174,087 shares in 2008 and in 2007 2,482  2,482 
      Paid-in capital 4,853,837  4,850,769 
      Retained earnings 6,900,345  6,735,965 
      Accumulated other comprehensive income (loss) (207,149) 8,320 
      Less - treasury stock, at cost (56,276,698 shares in 2008 and    
       55,053,847 shares in 2007) 3,876,365  3,734,865 
      TOTAL 7,673,150  7,862,671 
           
      TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $33,764,767  $33,643,002 
           
      See Notes to Financial Statements.    
           

      21

       

      ENTERGY CORPORATION AND SUBSIDIARIES
      CONSOLIDATED STATEMENTS OF RETAINED EARNINGS, COMPREHENSIVE INCOME, AND PAID-IN CAPITAL
      For the Three Months Ended March 31, 2008 and 2007
      (Unaudited)
                 
          2008 2007
          (In Thousands)
                 
      RETAINED EARNINGS          
                 
      Retained Earnings - Beginning of period   $6,735,965     $6,113,042    
                 
        Add:           
          Consolidated net income   308,749   $308,749   212,195   $212,195 
          Adjustment related to FIN 48 implementation      (4,600)  
            Total   308,749     207,595    
                 
        Deduct:          
          Dividends declared on common stock   144,369     109,020    
                 
      Retained Earnings - End of period   $6,900,345     $6,211,617    
                 
                 
      ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)           
      Balance at beginning of period:          
        Accumulated derivative instrument fair value changes   ($12,540)   ($105,578)  
                 
        Pension and other postretirement liabilities    (107,145)   (105,909)  
                 
        Net unrealized investment gains   121,611     104,551    
                 
        Foreign currency translation    6,394     6,424    
           Total   8,320     (100,512)  
                 
                 
                 
      Net derivative instrument fair value changes          
       arising during the period (net of tax expense (benefit) of ($99,400) and $28,325)   (178,766) (178,766) 41,467   41,467 
                 
      Pension and other postretirement liabilities (net of tax expense of $3,977 and $274)   (4,136) (4,136) 478   478 
                 
      Net unrealized investment gains (losses) (net of tax expense (benefit) of ($26,630)
       and $2,790)
         (32,550) (32,550) 3,996   3,996 
                 
      Foreign currency translation (net of tax expense (benefit) of ($9) and $6)   (17) (17) 11   11 
                 
                 
                 
      Balance at end of period:          
        Accumulated derivative instrument fair value changes   (191,306)   (64,111)  
                 
        Pension and other postretirement liabilities    (111,281)   (105,431)  
                 
        Net unrealized investment gains   89,061     108,547    
                 
        Foreign currency translation    6,377     6,435    
           Total   ($207,149)   ($54,560)  
      Comprehensive Income     $93,280     $258,147 
                 
                 
      PAID-IN CAPITAL          
                 
      Paid-in Capital - Beginning of period   $4,850,769     $4,827,265    
                 
        Add (Deduct):          
          Common stock issuances related to stock plans   3,068     4,538    
                 
      Paid-in Capital - End of period   $4,853,837     $4,831,803    
                 
                 
      See Notes to Financial Statements.          
                 

       

      22

       

      ENTERGY CORPORATION AND SUBSIDIARIES
      SELECTED OPERATING RESULTS
      For the Three Months Ended March 31, 2008 and 2007
      (Unaudited)
       
            Increase/  
      Description 2008 2007 (Decrease) %
        (Dollars in Millions)  
      Utility Electric Operating Revenues:        
        Residential $731  $744  ($13) (2)
        Commercial 548  556  (8) (1)
        Industrial 606  633  (27) (4)
        Governmental 52  51   
           Total retail 1,937  1,984  (47) (2)
        Sales for resale 88  91  (3) (3)
        Other 21  36  (15) (42)
           Total  $2,046  $2,111  ($65) (3)
               
      Utility Billed Electric Energy         
       Sales (GWh):        
        Residential 8,011  7,792  219   
        Commercial 6,238  6,116  122   
        Industrial 9,377  9,323  54   
        Governmental 569  549  20   
           Total retail 24,195  23,780  415   
        Sales for resale 1,290  1,638  (348) (21)
           Total  25,485  25,418  67   - - 
               
               
      Non-Utility Nuclear:        
      Operating Revenues $680  $458  $222   48 
      Billed Electric Energy Sales (GWh) 10,760  8,315  2,445   29 
               
               
               

      23

       

       

      ENTERGY CORPORATION AND SUBSIDIARIES

      NOTES TO FINANCIAL STATEMENTS
      (Unaudited)

      NOTE 1. COMMITMENTS AND CONTINGENCIES

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

      Nuclear Insurance

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

      Conventional Property Insurance

      See Note 8 to the financial statements in the Form 10-K for information on Entergy's non-nuclear property insurance program. In April 2008, Entergy received from its primary insurer $53.6 million of additional insurance proceeds on its Hurricane Katrina claim, and all of the April 2008 proceeds were allocated to Entergy New Orleans.

      Employment Litigation

      The Registrant Subsidiaries and other Entergy subsidiaries are responding to various lawsuits in both state and federal courts and to other labor-related proceedings filed by current and former employees and third parties not selected for open positions. These actions include, but are not limited to, allegations of wrongful employment actions; wage disputes and other claims under the Fair Labor Standards Act or its state counterparts; claims of race, gender and disability discrimination; disputes arising under collective bargaining agreements; unfair labor practice proceedings and other administrative proceedings before the National Labor Relations Board; claims of retaliation; and claims for or regarding benefits under various Entergy Corporation sponsored plans. Entergy and the Registrant Subsidiaries are responding to these suits and proceedings and deny liability to the claimants.

      Asbestos and Hazardous Material Litigation (Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans)

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

      24

       

      NOTE 2. RATE AND REGULATORY MATTERS

      Regulatory Assets

      Other Regulatory Assets

      See Note 2 to the financial statements in the Form 10-K for information regarding regulatory assets in the Utility business reflected on the balance sheets of Entergy and the Registrant Subsidiaries.

      Fuel and purchased power cost recovery

      See Note 2 to the financial statements in the Form 10-K for information regarding fuel proceedings involving the Utility operating companies. Following are updates to that information.

      Entergy Arkansas

      Production Cost Allocation Rider

      In its June 2007 decision on Entergy Arkansas' August 2006 rate filing, the APSC approved a production cost allocation rider for recovery from customers of the retail portion of the costs allocated to Entergy Arkansas as a result of the System Agreement proceedings, but set a termination date of December 31, 2008 for the rider. In December 2007, the APSC issued a subsequent order stating the production cost allocation rider will remain in effect, and any future termination of the rider will be subject to eighteen months advance notice by the APSC, which would occur following notice and hearing. On March 18, 2008 the Arkansas attorney general and the AEEC filed a notice of appeal of the December 2007 APSC order. Entergy Arkansas will respond to the positions of the Arkansas attorney general and the AEEC in the appeal.

      See Entergy Corporation and Subsidiaries' "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Significant Factors and Known Trends - Federal Regulation - System Agreement Proceedings" in the Form 10-K and herein for a discussion of the System Agreement proceedings.

      Energy Cost Recovery Rider

      Entergy Arkansas' retail rates include an energy cost recovery rider. In December 2007, the APSC issued an order stating that Entergy Arkansas' energy cost recovery rider will remain in effect, and any future termination of the rider will be subject to eighteen months advance notice by the APSC, which would occur following notice and hearing. On March 18, 2008 the Arkansas attorney general and the AEEC filed a notice of appeal of the December 2007 APSC order. Entergy Arkansas will respond to the positions of the Arkansas attorney general and the AEEC in the appeal.

      In March 2008, Entergy Arkansas filed with the APSC its annual energy cost rate for the period April 2008 through March 2009. The filed energy cost rate increased from $0.01179/kWh to $0.01869/kWh. The increase was caused by the following: 1) all three of the nuclear power plants from which Entergy Arkansas obtains power, ANO 1 and 2 and Grand Gulf, will have refueling outages in 2008, and the energy cost rate is adjusted to account for the replacement power costs that will be incurred while these units are down; 2) Entergy Arkansas has a deferred fuel cost balance from under-recovered fuel costs at December 31, 2007; and 3) fuel and purchased power prices have increased.

      Entergy Texas

      In January 2008, Entergy Texas made a compliance filing with the PUCT describing how its 2007 Rough Production Cost Equalization receipts were allocated between Entergy Gulf States, Inc.'s Texas and Louisiana jurisdictions. Several parties have intervened but not yet stated a position on the allocation of such payments to PUCT-jurisdictional customers. A hearing is scheduled in July 2008.

      25

      In October 2007, Entergy Texas filed a request with the PUCT to refund $45.6 million, including interest, of fuel cost recovery over-collections through September 2007. In January 2008, Entergy Texas filed with the PUCT a stipulation and settlement agreement among the parties that updated the over-collection balance through November 2007 and establishes a refund amount, including interest, of $71 million. The PUCT approved the agreement in February 2008. The refund was made over a two-month period beginning February 2008. Amounts refunded through the interim fuel refund are subject to final reconciliation in a future fuel reconciliation proceeding.

      Storm Cost Recovery Filings

      See Note 2 to the financial statements in the Form 10-K for information regarding storm cost recovery filings involving the Utility operating companies. The following is an update to the Form 10-K.

      Entergy Gulf States Louisiana and Entergy Louisiana - Act 55 Storm Cost Financings

      In March 2008, Entergy Gulf States Louisiana, Entergy Louisiana and the Louisiana Utilities Restoration Corporation (LURC), an instrumentality of the State of Louisiana, filed at the LPSC an application requesting that the LPSC grant financing orders authorizing the financing of Entergy Gulf States Louisiana and Entergy Louisiana storm costs, storm reserves, and issuance costs pursuant to Act 55 of the Louisiana Legislature (Act 55 financings). The Act 55 financings are expected to produce additional customer benefits as compared to Act 64 traditional securitization.  Entergy Gulf States Louisiana and Entergy Louisiana also filed an application requesting LPSC approval for ancillary issues including the mechanism to flow charges and savings to customers via a Storm Cost Offset rider.  On April 3, 2008, the Louisiana State Bond Commission granted preliminary approval for the Act 55 financings.  On April 8, 2008, the Louisiana Public Facilities Authority (LPFA), which will be the issuer of the bonds pursuant to the Act 55 financings, approved requests for the Act 55 financings.  On April 10, 2008, Entergy Gulf States Louisiana and Entergy Louisiana and the LPSC Staff filed with the LPSC an uncontested stipulated settlement that includes Entergy Gulf States Louisiana and Entergy Louisiana's proposals under the Act 55 financings, including the commitment to pass on to customers a minimum of $40 million of customer benefits as compared to traditional Act 64 financing. On April 16, 2008, the LPSC approved the settlement and issued two financing orders and one ratemaking order intended to facilitate implementation of the Act 55 financings.  On May 6, 2008, the State Bond Commission voted to approve the Act 55 financings.  Entergy Gulf States Louisiana and Entergy Louisiana will invest the capital contributions that they receive from the Act 55 financings in affiliate securities.  Entergy Gulf States Louisiana and Entergy Louisiana intend to complete the Act 55 fi nancings by the end of the second quarter 2008.

      Retail Rate Proceedings

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

      Filings with the APSC (Entergy Arkansas)

      Ouachita Acquisition

      Entergy Arkansas filed with the APSC in September 2007 for its approval of the Ouachita plant acquisition, including full cost recovery.  The APSC Staff and the Arkansas attorney general have supported Entergy Arkansas' acquisition of the plant, but oppose the sale of one-third of the capacity and energy to Entergy Gulf States Louisiana.  The industrial group AEEC has opposed Entergy Arkansas' purchase of the plant.  The Arkansas attorney general has opposed recovery of the non-fuel costs of the plant through a separate rider, while the APSC Staff recommended revisions to the rider. In December 2007, the APSC issued an order approving recovery through a rider of the capacity costs associated with the interim tolling agreement, which will be in effect until APSC action on the acquisition of the plant. A hearing before the APSC was held in April 2008 to address Entergy Arkansas' request for acquisition of the plant and concurrent cost recovery, and a decision is pending.

      26

      On March 18, 2008 the Arkansas attorney general and the AEEC filed a notice of appeal of the December 2007 APSC order that approved recovery through a rider of the capacity costs associated with the interim tolling agreement. Entergy Arkansas will respond to the positions of the Arkansas attorney general and the AEEC in the appeal.

      Filings with the LPSC

      Retail Rates - Electric

      (Entergy Louisiana)

      In May 2006, Entergy Louisiana made its formula rate plan filing with the LPSC for the 2005 test year. Entergy Louisiana modified the filing in August 2006 to reflect a 9.45% return on equity which is within the allowed bandwidth. The modified filing includes an increase of $24.2 million for interim recovery of storm costs from Hurricanes Katrina and Rita and a $119.2 million rate increase to recover LPSC-approved incremental deferred and ongoing capacity costs. The filing requested recovery of approximately $50 million for the amortization of capacity deferrals over a three-year period, including carrying charges, and approximately $70 million for ongoing capacity costs. The increase was implemented, subject to refund, with the first billing cycle of September 2006. Entergy Louisiana subsequently updated its formula rate plan rider to reflect adjustments proposed by the LPSC Staff with which it agrees. The adjusted return on equity of 9.56% remains within the allowed bandwidth. Ongoing and deferred incremental capacity costs were reduced to $118.7 million. The updated formula rate plan rider was implemented, subject to refund, with the first billing cycle of October 2006. An uncontested stipulated settlement was filed in February 2008 that will leave the current base rates in place, and the LPSC approved the settlement in March 2008. In the settlement Entergy Louisiana agreed to credit customers $7.2 million, plus $0.7 million of interest, for customer contributions to the Central States Compact in Nebraska that was never completed and agreed to a one-time $2.6 million deduction from the deferred capacity cost balance. The credit, for which Entergy Louisiana had previously recorded a provision, will be made in May 2008.

      (Entergy Gulf States Louisiana)

      In May 2007, Entergy Gulf States Louisiana made its formula rate plan filing with the LPSC for the 2006 test year. The filing reflected a 10.0% return on common equity, which is within the allowed earnings bandwidth, and an anticipated formula rate plan decrease of $23 million annually attributable to adjustments outside of the formula rate plan sharing mechanism related to capacity costs and the anticipated securitization of storm costs related to Hurricane Katrina and Hurricane Rita and the securitization of a storm reserve. In September 2007, Entergy Gulf States Louisiana modified the formula rate plan filing to reflect a 10.07% return on common equity, which is still within the allowed bandwidth. The modified filing also reflected implementation of a $4.1 million rate increase, subject to refund, attributable to recovery of additional LPSC-approved incremental deferred and ongoing capacity costs. The rate decrease anticipated in the original filing d id not occur because of the additional capacity costs approved by the LPSC, and because securitization of storm costs associated with Hurricane Katrina and Hurricane Rita and the establishment of a storm reserve have not yet occurred. In October 2007, Entergy Gulf States Louisiana implemented a $16.4 million formula rate plan decrease that is due to the reclassification of certain franchise fees from base rates to collection via a line item on customer bills pursuant to an LPSC order. The LPSC staff issued its final report in December 2007, indicating a $1.6 million decrease in formula rate plan revenues for which interim rates were already in effect. In addition, the LPSC staff recommended that the LPSC give a one-year extension of Entergy Gulf States Louisiana's formula rate plan to synchronize with the final year of Entergy Louisiana's formula rate plan, or alternatively, to extend the formula rate plan for a longer period. Entergy Gulf States Louisiana indicated it is amenable to a one-year extension . An uncontested stipulated settlement was filed in February 2008 that will leave the current base rates in place and extend the formula rate plan for one year, and the LPSC approved the settlement in March 2008.

      27

      Retail Rates - Gas (Entergy Gulf States Louisiana)

      In January 2008, Entergy Gulf States Louisiana filed with the LPSC its gas rate stabilization plan for the test year ending September 30, 2007.  The filing showed a revenue deficiency of $3.7 million based on a return on common equity mid-point of 10.5%. Entergy Gulf States Louisiana will implement a $3.4 million rate increase pursuant to an uncontested agreement with the LPSC staff.

      Filings with the PUCT and Texas Cities

      Entergy Texas made a rate filing in September 2007 with the PUCT requesting an annual rate increase totaling $107.5 million, including a base rate increase of $64.3 million and special riders totaling $43.2 million. The base rate increase includes $12.2 million for the storm damage reserve. Entergy Texas is requesting an 11% return on common equity. In December 2007 the PUCT issued an order setting September 26, 2008 as the effective date for the rate change from the rate filing. Testimony filed by the PUCT staff and intervenors generally asks for rates to be set lower than the rates now being charged by Entergy Texas. The hearing on the rate case is scheduled for May 2008.

      Filings with the MPSC

      In March 2008, Entergy Mississippi made its annual scheduled formula rate plan filing for the 2007 test year with the MPSC.  The filing showed that a $10.1 million increase in annual electric revenues is warranted. The filing is currently being reviewed by the Mississippi Public Utilities Staff.

      Filings with the City Council

      Retail Rates

      In January 2008, Entergy New Orleans voluntarily implemented a 6.15% base rate credit for electric customers, which Entergy New Orleans estimates will return $10.6 million to electric customers in 2008. Entergy New Orleans was able to implement this credit because the recovery of New Orleans after Hurricane Katrina has been occurring faster than expected. In addition, Entergy New Orleans set aside $2.5 million for an Energy Efficiency Fund.

      Fuel Adjustment Clause Litigation

      See Note 2 to the financial statements in the Form 10-K for a discussion of the complaint filed in April 1999 by a group of ratepayers against Entergy New Orleans, Entergy Corporation, Entergy Services, and Entergy Power in state court in Orleans Parish purportedly on behalf of all Entergy New Orleans ratepayers and a corresponding complaint filed with the City Council. In February 2004, the City Council approved a resolution that resulted in a refund to customers of $11.3 million, including interest, during the months of June through September 2004. In May 2005 the Civil District Court for the Parish of Orleans affirmed the City Council resolution, finding no support for the plaintiffs' claim that the refund amount should be higher. In June 2005, the plaintiffs appealed the Civil District Court decision to the Louisiana Fourth Circuit Court of Appeal. On February 25, 2008, the Fourth Circuit Court of Appeal issued a decision affirming in part, and reversi ng in part, the Civil District Court's decision.  Although the Fourth Circuit Court of Appeal did not reverse any of the substantive findings and conclusions of the City Council or the Civil District Court, the Fourth Circuit found that the amount of the refund was arbitrary and capricious and increased the amount of the refund to $34.3 million.  Entergy New Orleans believes that the increase in the refund ordered by the Fourth Circuit is not justified. Entergy New Orleans, the City Council, and the plaintiffs requested rehearing, and in April 2008, the Fourth Circuit granted the plaintiffs' request for rehearing. In addition to changing the basis for the court's decision in the manner requested by the plaintiffs, the court also granted the plaintiffs' request that it provide for interest on the refund amount. The court denied the motions for rehearing filed by the City Council and Entergy New Orleans. In May 2008, Entergy New Orleans and the City Council filed petitions for appeal to the Louis iana Supreme Court, which has been opposed by the plaintiffs, and filed with the Louisiana Supreme Court applications for a writ of certiorari seeking, among other things, reversal of the Fourth Circuit decision.

      28

      System Energy Rate Proceeding

      In March 2008, the LPSC filed a complaint at the FERC under Federal Power Act section 206 against System Energy and Entergy Services. The complaint requests that the FERC set System Energy's rate of return on common equity at no more than 9.75%. The LPSC's complaint further requests that System Energy base its decommissioning and depreciation expenses on a 60-year useful life for Grand Gulf as opposed to the 40-year life specified in the existing NRC operating license. The APSC, the City of New Orleans, the MPSC, and other parties have intervened in the proceeding. System Energy filed its answer to the complaint in April 2008, in which it denies the allegations of the LPSC and requests that the FERC dismiss the complaint without a hearing.

      Electric Industry Restructuring in Texas

      Refer to Note 2 to the financial statements in the Form 10-K for a discussion of electric industry restructuring activity that involves Entergy Texas.

       

      NOTE 3. COMMON EQUITY

      Common Stock

      Earnings per Share

      The following tables present Entergy's basic and diluted earnings per share calculations included on the consolidated income statement:

       

       

      For the Three Months Ended March 31,

       

       

      2008

       

      2007

       

       

      (In Millions, Except Per Share Data)

       

       

       

       

      $/share

       

       

       

      $/share

      Earnings applicable to common stock

       

      $308.7

       

       

       

      $212.2

       

       

       

       

       

       

       

       

       

       

       

      Average number of common shares
        outstanding - basic

       


      192.6

       


      $1.60 

       


      200.5

       


      $1.06 

      Average dilutive effect of:

       

       

       

       

       

       

       

       

       

      Stock Options

       

      4.6

       

      (0.037)

       

      4.8

       

      (0.025)

       

      Equity Units

       

      1.1

       

      (0.009)

       

      0.7

       

      (0.003)

       

      Deferred Units

       

       

      (0.000)

       

      0.1

       

      (0.001)

      Average number of common shares
        outstanding - diluted

       


      198.3

       


      $1.56 

       


      206.1

       


      $1.03 

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      Entergy's stock option and other equity compensation plans are discussed in Note 12 to the consolidated financial statements in the Form 10-K.

      Treasury Stock

      During the first quarter 2008, Entergy Corporation issued 245,349 shares of its previously repurchased common stock to satisfy stock option exercises and other stock-based awards. During the first quarter 2008, Entergy Corporation purchased 1,468,200 shares of common stock for a total purchase price of $158.2 million.

      29

      Retained Earnings

      On April 8, 2008, Entergy Corporation's Board of Directors declared a common stock dividend of $0.75 per share, payable on June 2, 2008 to holders of record as of May 9, 2008.

      Accumulated Other Comprehensive Income (Loss)

      Based on market prices as of March 31, 2008, cash flow hedges with net unrealized losses of approximately $108.9 million net-of-tax at March 31, 2008 are expected to be reclassified from accumulated other comprehensive income to operating revenues during the next twelve months. The actual amount reclassified from accumulated other comprehensive income, however, could vary due to future changes in market prices. See Note 1 (Derivative Financial Instruments and Commodity Derivatives)

      and Note 16 to the financial statements in the Form 10-K for additional discussion of the accounting treatment of cash flow hedges.

       

      NOTE 4. LINES OF CREDIT, RELATED SHORT-TERM BORROWINGS, AND LONG-TERM DEBT

      Entergy Corporation has in place a credit facility that expires in August 2012 and has a borrowing capacity of $3.5 billion. Entergy Corporation also has the ability to issue letters of credit against the total borrowing capacity of the credit facility. The facility fee is currently 0.09% of the commitment amount. Facility fees and interest rates on loans under the credit facility can fluctuate depending on the senior unsecured debt ratings of Entergy Corporation. The weighted average interest rate as of March 31, 2008 was 3.831% on the drawn portion of the facility. Following is a summary of the borrowings outstanding and capacity available under the facility as of March 31, 2008.


      Capacity

       


      Borrowings

       

      Letters
      of Credit

       

      Capacity
      Available

      (In Millions)

             

      $3,500 

       

      $2,476 

       

      $71 

       

      $953

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

      Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, and Entergy Mississippi each had credit facilities available as of March 31, 2008 as follows:


      Company

       


      Expiration Date

       

      Amount of
      Facility

       


      Interest Rate (a)

       

      Amount Drawn as of March 31, 2008

       

       

       

       

       

       

         

      Entergy Arkansas

       

      April 2008

       

      $100 million (b)

       

      4.75%

       

      -

      Entergy Gulf States Louisiana

       

      August 2012

       

      $100 million (c)

       

      3.13%

       

      -

      Entergy Louisiana

       

      August 2012

       

      $200 million (d)

       

      3.06%

       

      -

      Entergy Mississippi

       

      May 2008

       

      $30 million (e)

       

      3.95%

       

      -

      Entergy Mississippi

       

      May 2008

       

      $20 million (e)

       

      3.95%

       

      -

      (a)

      The interest rate is the weighted average interest rate as of March 31, 2008 that would be applied to the outstanding borrowings under the facility.

      (b)

      In April 2008, Entergy Arkansas renewed its credit facility through April 2009. The renewed credit facility requires Entergy Arkansas to maintain a debt ratio of 65% or less of its total capitalization.

        

      30

        

      (c)

      The credit facility allows Entergy Gulf States Louisiana to issue letters of credit against the borrowing capacity of the facility. As of March 31, 2008, no letters of credit were outstanding. The credit facility requires Entergy Gulf States Louisiana to maintain a consolidated debt ratio of 65% or less of its total capitalization. Pursuant to the terms of the credit agreement, the amount of debt assumed by Entergy Texas, currently $1.079 billion, is excluded from debt and capitalization in calculating the debt ratio.

      (d)

      The credit facility allows Entergy Louisiana to issue letters of credit against the borrowing capacity of the facility. As of March 31, 2008, no letters of credit were outstanding. The credit facility requires Entergy Louisiana to maintain a consolidated debt ratio of 65% or less of its total capitalization.

      (e)

      Borrowings under the Entergy Mississippi credit facilities may be secured by a security interest in its accounts receivable. Prior to expiration on May 31, 2008, Entergy Mississippi expects to renew both of its credit facilities.

      The facility fees on the credit facilities range from 0.09% to 0.15% of the commitment amount.

      The short-term borrowings of the Registrant Subsidiaries and certain other Entergy subsidiaries are limited to amounts authorized by the FERC. The current FERC-authorized limits are effective through March 31, 2010 (except Entergy Gulf States Louisiana and Entergy Texas, which are effective through November 8, 2009). In addition to borrowings from commercial banks, these companies are authorized under a FERC order to borrow from the Entergy System money pool. The money pool is an inter-company borrowing arrangement designed to reduce Entergy's subsidiaries' dependence on external short-term borrowings. Borrowings from the money pool and external borrowings combined may not exceed the FERC authorized limits. As of March 31, 2008, Entergy's subsidiaries' aggregate money pool and external short-term borrowings authorized limit was $2.1 billion, the aggregate outstanding borrowing from the money pool was $472 million, and Entergy's subsidiaries' had no outstanding short-term borrowing fro m external sources.

      The following are the FERC-authorized limits for short-term borrowings and the outstanding short-term borrowings from the money pool for the Registrant Subsidiaries as of March 31, 2008:

       

       

      Authorized

       

      Borrowings

       

       

      (In Millions)

       

       

       

       

       

      Entergy Arkansas

       

      $250

       

      $91.4

      Entergy Gulf States Louisiana

       

      $200

       

      -

      Entergy Louisiana

       

      $250

       

      $47.5

      Entergy Mississippi

       

      $175

       

      -

      Entergy New Orleans

       

      $100

       

      -

      System Energy

       

      $200

       

      -

      Tax Exempt Bond Audit

      The IRS completed an audit of certain Tax Exempt Bonds (Bonds) issued by St. Charles Parish, State of Louisiana (the Issuer). The Bonds were issued to finance previously unfinanced acquisition costs expended by Entergy Louisiana to acquire certain radioactive solid waste disposal facilities (the Facilities) at the Waterford Steam Electric Generating Station. In March and April 2005, the IRS issued proposed adverse determinations that the Issuer's 7.0% Series bonds due 2022, 7.5% Series bonds due 2021, and 7.05% Series bonds due 2022 were not tax exempt. The stated basis for these determinations was that radioactive waste did not constitute "solid waste" within the provisions of the Internal Revenue Code and therefore the Facilities did not qualify as solid waste disposal facilities. The three series of Bonds are the only series of bonds issued by the Issuer for the benefit of Entergy Louisiana that were the subject of audits by the IRS. Because the Issuer, Entergy Louisiana, and IRS O ffice of Appeals desired to settle the issue that was raised, Entergy Louisiana made a $1.25 million payment to the IRS. The terms of the settlement have no effect on the Issuer or the bondholders.

      31

       

      NOTE 5. STOCK-BASED COMPENSATION

      Entergy grants stock options, which are described more fully in Note 12 to the consolidated financial statements in the Form 10-K. Entergy adopted SFAS 123R, "Share-Based Payment" on January 1, 2006. The adoption of the standard did not materially affect Entergy's financial position, results of operations, or cash flows because Entergy adopted the fair value based method of accounting for stock options prescribed by SFAS 123, "Accounting for Stock-Based Compensation" on January 1, 2003. Prior to 2003, Entergy applied the recognition and measurement principles of APB Opinion 25, "Accounting for Stock Issued to Employees," and related Interpretations in accounting for those plans. Awards under Entergy's plans generally vest over three years.

      The following table includes financial information for stock options for the first quarter for each of the years presented:

       

      2008

       

      2007

       

      (In Millions)

      Compensation expense included in Entergy's Net Income

      $4.4

       

      $3.3

      Tax benefit recognized in Entergy's Net Income

      $1.7

       

      $1.3

      Compensation cost capitalized as part of fixed assets and inventory

      $0.8

       

      $0.5

      Entergy granted 1,637,400 stock options during the first quarter 2008 with a weighted-average fair value of $14.43. At March 31, 2008, there were 11,962,373 stock options outstanding with a weighted-average exercise price of $65.39. The aggregate intrinsic value of the stock options outstanding was $523 million.

       

      NOTE 6. RETIREMENT AND OTHER POSTRETIREMENT BENEFITS

      Components of Net Pension Cost

      Entergy's qualified pension cost, including amounts capitalized, for the first quarters of 2008 and 2007, included the following components:

       

       

      2008

       

      2007

       

       

      (In Thousands)

       

       

       

       

       

      Service cost - benefits earned during the period

       

      $22,598 

       

      $23,897 

      Interest cost on projected benefit obligation

       

      51,647 

       

      45,862 

      Expected return on assets

       

      (57,639)

       

      (50,626)

      Amortization of prior service cost

       

      1,266 

       

      1,383 

      Amortization of loss

       

      6,934 

       

      11,444 

      Net pension costs

       

      $24,806 

       

      $31,960 

      32

      The Registrant Subsidiaries' qualified pension cost, including amounts capitalized, for the first quarters of 2008 and 2007, included the following components:

      Entergy

       

       

      Entergy

       

      Gulf States

       

      Entergy

       

      Entergy

       

      Entergy

       

      System

      2008

       

      Arkansas

       

      Louisiana

       

      Louisiana

       

      Mississippi

       

      New Orleans

       

      Energy

       

       

      (In Thousands)

      Service cost - benefits earned

       

       

       

       

       

       

       

       

       

       

       

       

        during the period

       

      $3,584 

       

      $1,841 

       

      $2,058 

       

      $1,063 

       

      $445 

       

      $930 

      Interest cost on projected

       

       

       

       

       

       

       

       

       

       

       

       

        benefit obligation

       

      11,616 

       

      5,047 

       

      6,784 

       

      3,627 

       

      1,415 

       

      1,937 

      Expected return on assets

       

      (11,765)

       

      (7,165)

       

      (8,134)

       

      (4,075)

       

      (1,839)

       

      (2,452)

      Amortization of prior service cost

       

      223 

       

      110 

       

      119 

       

      90 

       

      52 

       

      Amortization of loss

       

      2,303 

       

      115 

       

      920 

       

      485 

       

      319 

       

      90 

      Net pension cost/(income)

       

      $5,961 

       

      ($52)

       

      $1,747 

       

      $1,190 

       

      $392 

       

      $514 

      Entergy

       

       

      Entergy

       

      Gulf States

       

      Entergy

       

      Entergy

       

      Entergy

       

      System

      2007

       

      Arkansas

       

      Louisiana

       

      Louisiana

       

      Mississippi

       

      New Orleans

       

      Energy

       

       

      (In Thousands)

      Service cost - benefits earned

       

       

       

       

       

       

       

       

       

       

       

       

        during the period

       

      $3,638 

       

      $3,011 

       

      $2,231 

       

      $1,089 

       

      $470 

       

      $1,021 

      Interest cost on projected

       

       

       

       

       

       

       

       

       

       

       

       

        benefit obligation

       

      10,498 

       

      8,139 

       

      6,251 

       

      3,371 

       

      1,260 

       

      1,710 

      Expected return on assets

       

      (11,009)

       

      (10,750)

       

      (7,808)

       

      (3,837)

       

      (1,446)

       

      (2,136)

      Amortization of prior service cost

       

      412 

       

      304 

       

      160 

       

      114 

       

      44 

       

      12 

      Amortization of loss

       

      2,721 

       

      623 

       

      1,433 

       

      749 

       

      368 

       

      151 

      Net pension cost

       

      $6,260 

       

      $1,327 

       

      $2,267 

       

      $1,486 

       

      $696 

       

      $758 

      Entergy recognized $4.3 million and $4.0 million in pension cost for its non-qualified pension plans in the first quarters of 2008 and 2007, respectively.

      The Registrant Subsidiaries recognized the following pension cost for their non-qualified pension plans in the first quarters of 2008 and 2007:

      Entergy

       

       

      Entergy

       

      Gulf States

       

      Entergy

       

      Entergy

       

      Entergy

       

       

       

      Arkansas

       

      Louisiana

       

      Louisiana

       

      Mississippi

       

      New Orleans

       

       

       

      (In Thousands)

      Non-Qualified Pension Cost First
        Quarter 2008

       

      $133 

       

      $78 

       

      $7 

       

      $54 

       

      $12 

       

      Non-Qualified Pension Cost First
        Quarter 2007

       

      $123 

       

      $317 

       

      $6 

       

      $44 

       

      $57 

       

      33

      Components of Net Other Postretirement Benefit Cost

      Entergy's other postretirement benefit cost, including amounts capitalized, for the first quarters of 2008 and 2007, included the following components:

       

       

      2008

       

      2007

       

       

      (In Thousands)

       

       

       

       

       

      Service cost - benefits earned during the period

       

      $11,800 

       

      $10,893 

      Interest cost on APBO

       

      17,824 

       

      15,686 

      Expected return on assets

       

      (7,027)

       

      (6,260)

      Amortization of transition obligation

       

      957 

       

      958 

      Amortization of prior service cost

       

      (4,104)

       

      (3,959)

      Amortization of loss

       

      3,890 

       

      4,743 

      Net other postretirement benefit cost

       

      $23,340 

       

      $22,061 

      The Registrant Subsidiaries' other postretirement benefit cost, including amounts capitalized, for the first quarters of 2008 and 2007, included the following components:

      Entergy

       

       

      Entergy

       

      Gulf States

       

      Entergy

       

      Entergy

       

      Entergy

       

      System

      2008

       

      Arkansas

       

      Louisiana

       

      Louisiana

       

      Mississippi

       

      New Orleans

       

      Energy

       

       

      (In Thousands)

      Service cost - benefits earned

       

       

       

       

       

       

       

       

       

       

       

       

        during the period

       

      $1,706 

       

      $1,251 

       

      $1,099 

       

      $514 

       

      $295 

       

      $513 

      Interest cost on APBO

       

      3,443 

       

      1,917 

       

      2,187 

       

      1,141 

       

      953 

       

      531 

      Expected return on assets

       

      (2,492)

       

       

       

      (905)

       

      (789)

       

      (511)

      Amortization of transition obligation

       

      205 

       

      84 

       

      96 

       

      88 

       

      415 

       

      Amortization of prior service cost

       

      (197)

       

      146 

       

      117 

       

      (62)

       

      90 

       

      (283)

      Amortization of loss

       

      1,440 

       

      494 

       

      677 

       

      534 

       

      291 

       

      177 

      Net other postretirement benefit cost

       

      $4,105 

       

      $3,892 

       

      $4,176 

       

      $1,310 

       

      $1,255 

       

      $429 

      Entergy

       

       

      Entergy

       

      Gulf States

       

      Entergy

       

      Entergy

       

      Entergy

       

      System

      2007

       

      Arkansas

       

      Louisiana

       

      Louisiana

       

      Mississippi

       

      New Orleans

       

      Energy

       

       

      (In Thousands)

      Service cost - benefits earned

       

       

       

       

       

       

       

       

       

       

       

       

        during the period

       

      $1,525 

       

      $1,547 

       

      $973 

       

      $476 

       

      $255 

       

      $451 

      Interest cost on APBO

       

      3,037 

       

      2,876 

       

      1,941 

       

      1,049 

       

      870 

       

      433 

      Expected return on assets

       

      (2,231)

       

      (1,697)

       

       

      (819)

       

      (682)

       

      (470)

      Amortization of transition obligation

       

      205 

       

      151 

       

      96 

       

      88 

       

      416 

       

      Amortization of prior service cost

       

      (197)

       

      218 

       

      117 

       

      (62)

       

      90 

       

      (283)

      Amortization of loss

       

      1,500 

       

      793 

       

      764 

       

      613 

       

      282 

       

      149 

      Net other postretirement benefit cost

       

      $3,839 

       

      $3,888 

       

      $3,891 

       

      $1,345 

       

      $1,231 

       

      $282 

      34

      Employer Contributions

      Based on current assumptions, Entergy expects to contribute $226 million to its qualified pension plans in 2008. As of the end of April 2008, Entergy had contributed $98 million to its pension plans. Therefore, Entergy presently anticipates contributing an additional $128 million to fund its qualified pension plans in 2008.

      Based on current assumptions, the Registrant Subsidiaries expect to contribute the following to qualified pension plans in 2008:

      Entergy

       

      Entergy

       

      Gulf States

       

      Entergy

       

      Entergy

       

      Entergy

       

      System

       

       

      Arkansas

       

      Louisiana

       

      Louisiana

       

      Mississippi

       

      New Orleans

       

      Energy

       

       

      (In Thousands)

      Expected 2008 pension contributions
        disclosed in Form 10-K

       


      $40,470

       


      $37,756

       


      $ -

       


      $10,955

       


      $ -

       


      $ -

      Pension contributions made through
        April 2008

       

      $10,710

       

      $13,763

       


      $ -

       

      $2,899

       


      $ -

       


      $ -

      Remaining estimated pension
        contributions to be made in 2008

       

      $29,760

       

      $23,993

       


      $ -

       

      $8,056

       


      $ -

       


      $ -

      Medicare Prescription Drug, Improvement and Modernization Act of 2003 (Medicare Act)

      Based on actuarial analysis, the estimated impact of future Medicare subsidies reduced the December 31, 2007 Accumulated Postretirement Benefit Obligation (APBO) by $182 million, and reduced the first quarter 2008 and 2007 other postretirement benefit cost by $6.2 million and $6.5 million, respectively.

      Based on actuarial analysis, the estimated impact of future Medicare subsidies reduced the December 31, 2007 APBO and the first quarters 2008 and 2007 other postretirement benefit cost for the Registrant Subsidiaries as follows:

      Entergy

       

       

      Entergy

       

      Gulf States

       

      Entergy

       

      Entergy

       

      Entergy

       

      System

       

       

      Arkansas

       

      Louisiana

       

      Louisiana

       

      Mississippi

       

      New Orleans

       

      Energy

       

       

      (In Thousands)

      Reduction in 12/31/2007 APBO

       

      ($39,653)

       

      ($19,662)

       

      ($21,797)

       

      ($13,223)

       

      ($9,487)

       

      ($6,185)

      Reduction in first quarter 2008

       

       

       

       

       

       

       

       

       

       

       

       

        other postretirement benefit cost

       

      ($1,266)

       

      ($876)

       

      ($706)

       

      ($406)

       

      ($279)

       

      ($236)

      Reduction in first quarter 2007

       

       

       

       

       

       

       

       

       

       

       

       

        other postretirement benefit cost

       

      ($1,376)

       

      ($1,222)

       

      ($762)

       

      ($438)

       

      ($311)

       

      ($246)

      For further information on the Medicare Act refer to Note 11 to the financial statements in the Form 10-K.

      35

       

      NOTE 7. BUSINESS SEGMENT INFORMATION

      Entergy Corporation

      Entergy's reportable segments as of March 31, 2008 are Utility and Non-Utility Nuclear. Utility generates, transmits, distributes, and sells electric power in portions of Arkansas, Louisiana, Mississippi, and Texas, and provides natural gas utility service in portions of Louisiana. Non-Utility Nuclear owns and operates six nuclear power plants and is primarily focused on selling electric power produced by those plants to wholesale customers. "All Other" includes the parent company, Entergy Corporation, and other business activity, including the non-nuclear wholesale assets business, the Competitive Retail Services business, and earnings on the proceeds of sales of previously-owned businesses. As a result of the Entergy New Orleans bankruptcy filing, Entergy discontinued the consolidation of Entergy New Orleans retroactive to January 1, 2005, and reported Entergy New Orleans results under the equity method of accounting in the Utility segment in 2006 and 2005. On May 7, 200 7, the bankruptcy judge entered an order confirming Entergy New Orleans' plan of reorganization. With confirmation of the plan of reorganization, Entergy reconsolidated Entergy New Orleans in the second quarter 2007, retroactive to January 1, 2007.

      Entergy's segment financial information for the first quarters of 2008 and 2007 is as follows:

       



      Utility

       


      Non-Utility
      Nuclear*

       



      All Other*

       



      Eliminations

       



      Consolidated

      (In Thousands)

      2008

       

       

       

       

       

       

       

       

       

      Operating Revenues

      $2,136,330 

       

      $680,484

       

      $54,800 

       

      ($6,880)

       

      $2,864,734 

      Equity in loss of unconsolidated

       

       

       

       

       

        equity affiliates

      $- 

       

      $-

       

      ($929)

       

      $- 

       

      ($929)

      Income Taxes (Benefit)

      $84,243 

       

      $124,973

       

      ($16,213)

       

      $- 

       

      $193,003 

      Net Income (Loss)

      $117,147 

       

      $221,697

       

      ($30,095)

       

      $- 

       

      $308,749 

      Total Assets

      $26,201,946 

      $7,175,012

      $1,938,323 

      ($1,450,448)

      $33,864,833 

       

       

       

       

       

       

      2007

       

       

       

       

       

       

       

       

       

      Operating Revenues

      $2,197,099 

       

      $458,251

       

      $45,048 

       

      ($6,338)

       

      $2,694,060 

      Equity in earnings (loss) of

       

       

       

       

       

        unconsolidated equity affiliates

      ($1)

       

      $-

       

      $1,625 

       

      $- 

       

      $1,624 

      Income Taxes (Benefit)

      $80,692 

       

      $84,735

       

      ($19,362)

       

      $- 

       

      $146,065 

      Net Income (Loss)

      $104,450 

       

      $128,170

       

      ($20,425)

       

      $- 

       

      $212,195 

      Total Assets

      $25,695,295 

      $5,518,895

      $2,882,628 

      ($2,421,989)

      $31,674,829 

      Businesses marked with * are sometimes referred to as the "competitive businesses," with the exception of the parent company, Entergy Corporation. Eliminations are primarily intersegment activity. Almost all of Entergy's goodwill is related to the Utility segment.

      Registrant Subsidiaries

      The Registrant Subsidiaries' have one reportable segment, which is an integrated utility business, except for System Energy, which is an electricity generation business. The Registrant Subsidiaries' operations are managed on an integrated basis because of the substantial effect of cost-based rates and regulatory oversight on the business process, cost structures, and operating results.

      36

       

      NOTE 8. ACQUISITION

      Calcasieu (Entergy Gulf States Louisiana)

      In March 2008, Entergy Gulf States Louisiana purchased the Calcasieu Generating Facility, a 322 MW simple-cycle gas-fired power plant located near the city of Sulphur in southwestern Louisiana, for approximately $56.4 million from Dynegy, Inc. Entergy Gulf States Louisiana received the plant, materials and supplies, SO2 emission allowances, and related real estate in the transaction. The FERC and the LPSC approved the acquisition.

       

      NOTE 9. RISK MANAGEMENT AND FAIR VALUE

      See Note 16 to the financial statements in the Form 10-K for a discussion of Entergy's and the Registrant Subsidiaries' exposure to market and commodity risks. See Note 17 to the financial statements in the Form 10-K for a discussion of Entergy's and the Registrant Subsidiaries' decommissioning trust funds.

      Effective January 1, 2008 Entergy and the Registrant Subsidiaries adopted Statement of Financial Accounting Standards No. 157, "Fair Value Measurements" (SFAS 157), which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. SFAS 157 generally does not require any new fair value measurements. However, in some cases, the application of SFAS 157 in the future may change Entergy's and the Registrant Subsidiaries' practice for measuring and disclosing fair values under other accounting pronouncements that require or permit fair value measurements.

      SFAS 157 defines fair value as an exit price, or the price that would be received to sell an asset or the amount that would be paid to transfer a liability in an orderly transaction between knowledgeable market participants at date of measurement. Entergy and the Registrant Subsidiaries use assumptions or market input data that market participants would use in pricing assets or liabilities at fair value. The inputs can be readily observable, corroborated by market data, or generally unobservable. Entergy and the Registrant Subsidiaries endeavor to use the best available information to determine fair value.

      SFAS 157 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy establishes the highest priority for unadjusted market quotes in an active market for the identical asset or liability and the lowest priority for unobservable inputs. The three levels of fair value hierarchy defined in SFAS 157 are as follows:

      • Level 1 - Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the entity has the ability to access at the measurement date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of individually owned common stocks and debt instruments.
      • Level 2 - Level 2 inputs are inputs other than quoted prices included in level 1 that are, either directly or indirectly, observable for the asset or liability at the measurement date. Level 2 inputs include the following:
            • quoted prices for similar assets or liabilities in active markets;
            • quoted prices for identical assets or liabilities in inactive markets;
            • inputs other than quoted prices that are observable for the asset or liability; or
            • inputs that are derived principally from or corroborated by observable market data by correlation or other means.

      Level 2 consists primarily of individually owned debt instruments or shares in common trusts.

       

      37

       

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

      The following table sets forth, by level within the fair value hierarchy established by SFAS 157, Entergy's assets and liabilities that are accounted for at fair value on a recurring basis as of March 31, 2008. The assessment of the significance of a particular input to a fair value measurement requires judgment and may affect their placement within the fair value hierarchy levels.

        

      Level 1

       

      Level 2

       

      Level 3

       

      Total

        

      (In Millions)

      Assets:

              

      Decommissioning trust funds

       

      $580

       

      $2,601

       

      $-

       

      $3,181

      Gas hedge contracts

       

      86

       

      -

       

      -

       

      86

        

      $666

       

      $2,601

       

      $-

       

      $3,267

               

      Liabilities:

              

      Derivatives

       

      $-

       

      $-

       

      $288

       

      $288

      The following table sets forth a reconciliation of changes in the liabilities for the fair value of derivatives classified as level 3 in the SFAS 157 fair value hierarchy (in millions):

      Balance as of January 1, 2008

       

      $12

         

      Price changes

       

      196

      Originated

       

      74

      Settlements

       

      6

         

      Balance as of March 31, 2008

       

      $288

      38

      The following table sets forth, by level within the fair value hierarchy established by SFAS 157, the Registrant Subsidaries' assets that are accounted for at fair value on a recurring basis as of March 31, 2008. The assessment of the significance of a particular input to a fair value measurement requires judgment and may affect its placement within the fair value hierarchy levels.

        

      Level 1

       

      Level 2

       

      Level 3

       

      Total

        

      (In Millions)

      Entergy Arkansas:

              

      Assets:

              

        Decommissioning trust funds

       

      $49.8

       

      $396.6

       

      $-

       

      $446.4

      Entergy Gulf States Louisiana:

              

      Assets:

              

        Decommissioning trust funds

       

      $15.9

       

      $332.9

       

      $-

       

      $348.8

        Gas hedge contracts

       

      18.9

       

      -

       

      -

       

      18.9

        

      $34.8

       

      $332.9

       

      $-

       

      $367.7

      Entergy Louisiana:

              

      Assets:

              

        Decommissioning trust funds

       

      $42.4

       

      $166.6

       

      $-

       

      $209.0

        Gas hedge contracts

       

      36.9

       

      -

       

      -

       

      36.9

        

      $79.3

       

      $166.6

       

      $-

       

      $245.9

      Entergy Mississippi:

              

      Assets:

              

        Gas hedge contracts

       

      $30.6

       

      $-

       

      $-

       

      $30.6

      System Energy:

              

      Assets:

              

        Decommissioning trust funds

       

      $69.7

       

      $235.0

       

      $-

       

      $304.7

       

      NOTE 10. INCOME TAXES

      Income Tax Audits and Litigation

      In the first quarter 2008, Entergy agreed to concede the issue relating to the simplified method of allocating the "mixed service costs" component of overhead. Entergy's concession will result in an increase to taxable income for income tax purposes of $361 million for 2005 and $240 million for 2006. Because Entergy has a consolidated net operating loss carryover into these years, this concession has the effect of reducing the consolidated net operating loss carryover. Entergy's concession will not have a material effect on the Registrant Subsidiaries' net income. Of the total increase to taxable income for income tax purposes of $601 million, the taxable income for income tax purposes of the Registrant Subsidiaries increased as follows: Entergy Arkansas, $173 million; Entergy Gulf States Louisiana, $199 million; Entergy Louisiana, $15 million; Entergy Mississippi, $89 million; Entergy New Orleans, $15 million; and System Energy, $20 million.

       

      NOTE 11. ENTERGY GULF STATES LOUISIANA BASIS OF PRESENTATION

      Effective December 31, 2007, Entergy Gulf States, Inc. completed a jurisdictional separation into two vertically integrated utility companies, one operating under the sole retail jurisdiction of the PUCT, Entergy Texas, and the other operating under the sole retail jurisdiction of the LPSC, Entergy Gulf States Louisiana. Entergy Texas now owns all Entergy Gulf States, Inc. distribution and transmission assets located in Texas, the gas-fired generating plants located in Texas, undivided 42.5% ownership shares of Entergy Gulf States, Inc.'s 70% ownership

       

      39

       

      interest in Nelson 6 and 42% ownership interest in Big Cajun 2, Unit 3, which are coal-fired generating plants located in Louisiana, and other assets and contract rights to the extent related to utility operations in Texas. Entergy Gulf States Louisiana now owns all of the remaining assets that were owned by Entergy Gulf States, Inc.  On a book value basis, approximately 58.1% of the Entergy Gulf States, Inc. assets were allocated to Entergy Gulf States Louisiana and approximately 41.9% were allocated to Entergy Texas.

      As the successor to Entergy Gulf States, Inc. for financial reporting purposes, Entergy Gulf States Louisiana's income statement and cash flow statement for three months ended March 31, 2007 include the operations of Entergy Texas. Entergy Gulf States Louisiana's balance sheets as of December 31, 2007 and March 31, 2008 reflect the effects of the separation of the Texas business.

       

      NOTE 12. NEW ACCOUNTING PRONOUNCEMENTS

      In March 2008 the FASB issued Statement of Financial Accounting Standards No. 161 "Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133" (SFAS 161), which requires enhanced disclosures about an entity's derivative and hedging activities. SFAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008.

      __________________________________

      In the opinion of the management of Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy, the accompanying unaudited financial statements contain all adjustments (consisting primarily of normal recurring accruals and reclassification of previously reported amounts to conform to current classifications) necessary for a fair statement of the results for the interim periods presented. The business of the Registrant Subsidiaries is subject to seasonal fluctuations, however, with the peak periods occurring during the third quarter. The results for the interim periods presented should not be used as a basis for estimating results of operations for a full year.

       

      Part I, Item 4. Controls and Procedures

      Disclosure Controls and Procedures

      As of March 31, 2008, evaluations were performed under the supervision and with the participation of Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy Resources (individually "Registrant" and collectively the "Registrants") management, including their respective Chief Executive Officers (CEO) and Chief Financial Officers (CFO). The evaluations assessed the effectiveness of the Registrants' disclosure controls and procedures. Based on the evaluations, each CEO and CFO has concluded that, as to the Registrant or Registrants for which they serve as CEO or CFO, the Registrant's or Registrants' disclosure controls and procedures are effective to ensure that information required to be disclosed by each Registrant in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exch ange Commission rules and forms; and that the Registrant's or Registrants' disclosure controls and procedures are also effective in reasonably assuring that such information is accumulated and communicated to the Registrant's or Registrants' management, including their respective CEOs and CFOs, as appropriate to allow timely decisions regarding required disclosure.

      40

      ENTERGY ARKANSAS, INC.

      MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

       

      Results of Operations

      Net Income

      Net income decreased $6.2 million for the first quarter 2008 compared to the first quarter 2007 primarily due to higher other operation and maintenance expenses, lower net revenue, and lower other income partially offset by lower taxes other than income taxes.

      Net Revenue

      Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory charges (credits). Following is an analysis of the change in net revenue comparing the first quarter 2008 to the first quarter 2007.

        

       

      Amount

       

       

      (In Millions)

       

       

       

      2007 net revenue

       

      $253.3

       

      Deferred fuel cost revisions

       

      (5.8)

      Volume/weather

       

      (1.9)

      Purchased power capacity

       

      (1.8)

      Net wholesale revenue

       

      3.2 

      Other

       

      1.2 

      2008 net revenue

       

      $248.2 

      The deferred fuel cost revisions variance is primarily due to the 2006 energy cost recovery true-up, made in the first quarter 2007, which increased net revenue by $6.6 million.

      The volume/weather variance is primarily due to decreased usage during the unbilled sales period. See Note 1 to the financial statements in the Form 10-K for a discussion of the accounting for unbilled revenues.

      The purchased power capacity variance is primarily due to higher purchased power capacity charges partially offset by lower reserve equalization expenses.

      The net wholesale revenue variance is primarily due to improved results from wholesale contracts and higher wholesale prices.

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

      The gross operating revenues variance includes the following:

      • a decrease of $83.1 million in fuel cost recovery revenues due to a change in the energy cost recovery rider effective April 2007. The energy cost recovery rider filings are discussed in Note 2 to the financial statements in the Form 10-K;
      • an increase of $57.3 million in production cost allocation rider revenues which became effective in July 2007 as a result of the System Agreement proceedings. As a result of the System Agreement proceedings, Entergy Arkansas also has a corresponding increase in deferred fuel expense for payments to other Entergy system companies such that there is no effect on net income. Entergy Arkansas made these payments over a seven-month period in 2007 but collections from customers are occurring over a twelve-month period. The production cost allocation rider and System Agreement proceedings are discussed in Note 2 to the financial statements in the Form 10-K; and
      • an increase of $17.9 million in gross wholesale revenue due to higher wholesale prices.

      41

      The fuel and purchased power expenses variance includes the following:

      • a decrease in deferred fuel expense due to a lower energy cost recovery rate, as discussed above;
      • an increase of $57.3 million in deferred fuel expense related to System Agreement payments, as discussed above; and
      • an increase in purchased power expenses due to an increase in the average market price of purchased power and an increase in volume as a result of an outage at ANO in March 2008.

      Other Income Statement Variances

      Other operation and maintenance expenses increased primarily due to an increase of $11.4 million in storm damage charges as a result of several storms hitting Entergy Arkansas' service territory in the first quarter 2008. Entergy Arkansas discontinued regulatory storm reserve accounting beginning July 2007 as a result of the APSC order issued in Entergy Arkansas' rate case. As a result, non-capital storm expenses are charged to other operation and maintenance expenses.

      Taxes other than income taxes decreased primarily due to a $3.5 million decrease related to resolution in the first quarter 2008 of issues relating to tax exempt bonds.

      Other income decreased primarily due to a revision in 2007 to the allowance for equity funds used during construction related to removal costs and a decrease in interest earned on money pool investments.

      Interest and other charges decreased primarily due to interest expense of $2.9 million recorded in the first quarter 2007 on advances from independent power producers per a FERC order, partially offset by a revision to the allowance for borrowed funds used during construction related to removal costs.

      Income Taxes

      The effective income tax rates for the first quarters of 2008 and 2007 were 41.7% and 45.4%, respectively. The difference in the effective income tax rate for the first quarter 2008 versus the federal statutory rate of 35.0% is primarily due to book and tax differences related to utility plant items and an adjustment of the federal tax reserve for prior tax years, partially offset by flow-through book and tax timing differences. The difference in the effective income tax rate for the first quarter 2007 versus the federal statutory rate of 35.0% is primarily due to book and tax differences related to utility plant items and state income taxes, partially offset by book and tax differences related to the allowance for equity funds used during construction.

      42

      Liquidity and Capital Resources

      Cash Flow

      Cash flows for the first quarters of 2008 and 2007 were as follows:

       

       

      2008

       

      2007

       

       

      (In Thousands)

       

       

       

       

       

      Cash and cash equivalents at beginning of period

       

      $212 

       

      $34,815 

       

       

       

       

       

      Cash flow provided by (used in):

       

       

       

       

       

      Operating activities

       

      103,754 

       

      208,282 

       

      Investing activities

       

      (99,056)

       

      (115,117)

       

      Financing activities

       

      5,129 

       

      (17,518)

      Net increase in cash and cash equivalents

       

      9,827 

       

      75,647 

       

       

       

       

       

      Cash and cash equivalents at end of period

       

      $10,039 

       

      $110,462 

      Operating Activities

      Cash flow from operations decreased $104.5 million for the first quarter 2008 compared to the first quarter 2007 primarily due to decreased recovery of deferred fuel costs and the timing of payments to vendors.

      Investing Activities

      Net cash flow used in investing activities decreased $16.1 million for the first quarter 2008 compared to the first quarter 2007 primarily due an increase in the money pool receivable in 2007. The decrease was partially offset by an increase in fossil construction expenditures related to a project that began in 2008.

      Financing Activities

      Financing activities provided $5.1 million of cash for the first quarter 2008 compared to using $17.5 million of cash for the first quarter 2007 primarily due to Entergy Arkansas increasing its money pool borrowings outstanding and a decrease in common stock dividends paid.

      Capital Structure

      Entergy Arkansas' capitalization is balanced between equity and debt, as shown in the following table.

       

       

      March 31,
      2008

       

      December 31,
      2007

       

       

       

       

       

      Net debt to net capital

       

      48.6%

       

      49.0%

      Effect of subtracting cash from debt

       

      0.2%

       

      0.0%

      Debt to capital

       

      48.8%

       

      49.0%

      Net debt consists of debt less cash and cash equivalents. Debt consists of notes payable, capital lease obligations, and long-term debt, including the currently maturing portion. Capital consists of debt and shareholders' equity. Net capital consists of capital less cash and cash equivalents. Entergy Arkansas uses the net debt to net capital ratio in analyzing its financial condition and believes it provides useful information to its investors and creditors in evaluating Entergy Arkansas' financial condition.

      43

      Uses and Sources of Capital

      See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Liquidity and Capital Resources" in the Form 10-K for a discussion of Entergy Arkansas' uses and sources of capital. Following are updates to the information provided in the Form 10-K.

      In April 2008, Entergy Arkansas renewed its $100 million credit facility through April 2009. There were no outstanding borrowings under the Entergy Arkansas credit facility as of March 31, 2008.

      Entergy Arkansas' receivables from or (payables to) the money pool were as follows:

      March 31,
      2008

       

      December 31,
      2007

       

      March 31,
      2007

       

      December 31,
      2006

      (In Thousands)

       

       

       

       

       

       

       

      ($91,448)

       

      ($77,882)

       

      $62,748

       

      $16,109

      See Note 4 to the financial statements in the Form 10-K for a description of the money pool.

      Significant Factors and Known Trends

      See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Significant Factors and Known Trends" in the Form 10-K for a discussion of state and local rate regulation, federal regulation, Energy Policy Act of 2005, utility restructuring, nuclear matters, and environmental risks. Following are updates to the information provided in the Form 10-K.

      State and Local Rate Regulation

      Ouachita Acquisition

      Entergy Arkansas filed with the APSC in September 2007 for its approval of the Ouachita plant acquisition, including full cost recovery.  The APSC Staff and the Arkansas attorney general have supported Entergy Arkansas' acquisition of the plant, but oppose the sale of one-third of the capacity and energy to Entergy Gulf States Louisiana.  The industrial group AEEC has opposed Entergy Arkansas' purchase of the plant.  The Arkansas attorney general has opposed recovery of the non-fuel costs of the plant through a separate rider, while the APSC Staff recommended revisions to the rider. In December 2007, the APSC issued an order approving recovery through a rider of the capacity costs associated with the interim tolling agreement, which will be in effect until APSC action on the acquisition of the plant. A hearing before the APSC was held in April 2008 to address Entergy Arkansas' request for acquisition of the plant and concurrent cost recovery, and a decision is pending.

      On March 18, 2008 the Arkansas attorney general and the AEEC filed a notice of appeal of the December 2007 APSC order that approved recovery through a rider of the capacity costs associated with the interim tolling agreement. Entergy Arkansas will respond to the positions of the Arkansas attorney general and the AEEC in the appeal.

      Production Cost Allocation Rider

      In its June 2007 decision on Entergy Arkansas' August 2006 rate filing, the APSC approved a production cost allocation rider for recovery from customers of the retail portion of the costs allocated to Entergy Arkansas as a result of the System Agreement proceedings, but set a termination date of December 31, 2008 for the rider. In December 2007, the APSC issued a subsequent order stating the production cost allocation rider will remain in effect, and any future termination of the rider will be subject to eighteen months advance notice by the APSC, which would occur following notice and hearing. On March 18, 2008 the Arkansas attorney general and the AEEC filed a notice of appeal of the December 2007 APSC order. Entergy Arkansas will respond to the positions of the Arkansas attorney general and the AEEC in the appeal.

      44

      Energy Cost Recovery Rider

      Entergy Arkansas' retail rates include an energy cost recovery rider. In December 2007, the APSC issued an order stating that Entergy Arkansas' energy cost recovery rider will remain in effect, and any future termination of the rider will be subject to eighteen months advance notice by the APSC, which would occur following notice and hearing. On March 18, 2008 the Arkansas attorney general and the AEEC filed a notice of appeal of the December 2007 APSC order. Entergy Arkansas will respond to the positions of the Arkansas attorney general and the AEEC in the appeal.

      In March 2008, Entergy Arkansas filed with the APSC its annual energy cost rate for the period April 2008 through March 2009. The filed energy cost rate increased from $0.01179/kWh to $0.01869/kWh. The increase was caused by the following: 1) all three of the nuclear power plants from which Entergy Arkansas obtains power, ANO 1 and 2 and Grand Gulf, will have refueling outages in 2008, and the energy cost rate is adjusted to account for the replacement power costs that will be incurred while these units are down; 2) Entergy Arkansas has a deferred fuel cost balance from under-recovered fuel costs at December 31, 2007; and 3) fuel and purchased power prices have increased.

      Federal Regulation

      See "System Agreement Proceedings" and "Independent Coordinator of Transmission" in the "Significant Factors and Known Trends" section of Entergy Corporation and Subsidiaries Management's Financial Discussion and Analysis for updates to the discussion in the Form 10-K.

      Critical Accounting Estimates

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

      New Accounting Pronouncements

      See "New Accounting Pronouncements" section of Entergy Corporation and Subsidiaries Management's Financial Discussion and Analysis for a discussion of new accounting pronouncements.

      45

      ENTERGY ARKANSAS, INC.
      INCOME STATEMENTS
      For the Three Months Ended March 31, 2008 and 2007
      (Unaudited)
         
        2008 2007
        (In Thousands)
           
      OPERATING REVENUES    
      Electric $499,374   $502,738 
           
      OPERATING EXPENSES    
      Operation and Maintenance:    
        Fuel, fuel-related expenses, and    
          gas purchased for resale 83,562   138,039 
        Purchased power 166,524   116,405 
        Nuclear refueling outage expenses 6,931   7,013 
        Other operation and maintenance 107,123  99,855 
      Decommissioning 8,552   8,000 
      Taxes other than income taxes 15,739   19,983 
      Depreciation and amortization 57,237   56,065 
      Other regulatory charges (credits) - net 1,045   (5,028)
      TOTAL 446,713   440,332
           
      OPERATING INCOME 52,661   62,406 
           
      OTHER INCOME    
      Allowance for equity funds used during construction 1,778   5,596 
      Interest and dividend income 5,257   7,583 
      Miscellaneous - net (1,014) (1,206)
      TOTAL 6,021   11,973 
           
      INTEREST AND OTHER CHARGES 
      Interest on long-term debt 18,628   19,354 
      Other interest - net 1,938   4,897 
      Allowance for borrowed funds used during construction (850) (2,744)
      TOTAL 19,716   21,507 
           
      INCOME BEFORE INCOME TAXES 38,966   52,872 
           
      Income taxes 16,248  23,990 
           
      NET INCOME 22,718   28,882 
           
      Preferred dividend requirements and other 1,718   1,718 
           
      EARNINGS APPLICABLE TO     
      COMMON STOCK 
      $21,000 
       
      $27,164 
           
      See Notes to Financial Statements.    
           

       

      46

       

      ENTERGY ARKANSAS, INC.
      STATEMENTS OF CASH FLOWS
      For the Three Months Ended March 31, 2008 and 2007
      (Unaudited)
         
        
      2008
       
      2007
        (In Thousands)
           
      OPERATING ACTIVITIES    
      Net income $22,718   $28,882 
      Adjustments to reconcile net income to net cash flow provided by operating activities:    
        Reserve for regulatory adjustments (3,010) (552)
        Other regulatory charges (credits) - net 1,045   (5,028)
        Depreciation, amortization, and decommissioning 65,789   64,065 
        Deferred income taxes, investment tax credits, and non-current taxes accrued 21,837   67,346 
        Changes in working capital:    
          Receivables 48,573   39,292 
          Fuel inventory (7,339) (12,908)
          Accounts payable (71,886) (27,956)
          Taxes accrued - -   (30,513)
          Interest accrued 2,771   596 
          Deferred fuel costs 27,179   84,739 
          Other working capital accounts (7,711) 3,845 
        Provision for estimated losses and reserves 285   134 
        Changes in other regulatory assets 8,132   8,441 
        Other (4,629) (12,101)
      Net cash flow provided by operating activities 103,754   208,282 
           
      INVESTING ACTIVITIES    
      Construction expenditures (97,961) (72,495)
      Allowance for equity funds used during construction 1,778   5,596 
      Nuclear fuel purchases (58,998) (30,530)
      Proceeds from sale/leaseback of nuclear fuel 60,184   32,601 
      Proceeds from nuclear decommissioning trust fund sales 23,449   7,008 
      Investment in nuclear decommissioning trust funds (27,508) (10,658)
      Change in money pool receivable - net - -   (46,639)
      Net cash flow used in investing activities 
      (99,056)
       (115,117)
           
      FINANCING ACTIVITIES    
      Change in money pool payable - net 13,566   - - 
      Dividends paid:    
        Common stock (5,000) (15,800)
        Preferred stock (3,437) (1,718)
      Net cash flow provided by (used in) financing activities 5,129   (17,518)
           
      Net increase in cash and cash equivalents 9,827   75,647 
           
      Cash and cash equivalents at beginning of period 212   34,815 
           
      Cash and cash equivalents at end of period 
      $10,039 
       
      $110,462 
           
      SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:    
      Cash paid/(received) during the period for:    
        Interest - net of amount capitalized $15,227  $20,361
        Income taxes ($3,554) $- 
           
      See Notes to Financial Statements.    

       

      47

       

      ENTERGY ARKANSAS, INC.
      BALANCE SHEETS
      ASSETS
      March 31, 2008 and December 31, 2007
      (Unaudited)
        
       2008 2007
       (In Thousands)
           
      CURRENT ASSETS    
      Cash and cash equivalents $10,039  $212 
      Accounts receivable:    
        Customer  97,384  85,414 
        Allowance for doubtful accounts (16,573) (16,649)
        Associated companies 79,458  75,756 
        Other 73,173  124,111 
        Accrued unbilled revenues 54,857  68,240 
          Total accounts receivable 288,299  336,872 
      Deferred fuel costs 87,584  114,763 
      Fuel inventory - at average cost 27,844   20,505 
      Materials and supplies - at average cost 108,969  106,165 
      Deferred nuclear refueling outage costs 23,418  17,623 
      System agreement cost equalization 268,000  268,000 
      Prepayments and other 10,687   16,511 
      TOTAL 824,840  880,651 
           
      OTHER PROPERTY AND INVESTMENTS    
      Investment in affiliates - at equity 11,203   11,203  
      Decommissioning trust funds 451,337   466,348  
      Non-utility property - at cost (less accumulated depreciation) 1,442   1,442  
      Other 5,391  5,391  
      TOTAL 469,373   484,384  
           
      UTILITY PLANT    
      Electric 6,880,975  6,792,825 
      Property under capital lease 1,734  2,436 
      Construction work in progress 152,503   146,651 
      Nuclear fuel under capital lease 125,727  124,585 
      Nuclear fuel 17,655  19,548 
      TOTAL UTILITY PLANT 7,178,594  7,086,045 
      Less - accumulated depreciation and amortization 3,159,458  3,112,896 
      UTILITY PLANT - NET 4,019,136  3,973,149 
           
      DEFERRED DEBITS AND OTHER ASSETS    
      Regulatory assets:    
        SFAS 109 regulatory asset - net 99,487  93,557 
        Other regulatory assets 522,146  534,937 
      Other 36,028  33,128 
      TOTAL 657,661   661,622 
           
      TOTAL ASSETS 
      $5,971,010 
       
      $5,999,806  
           
      See Notes to Financial Statements.    
       
      48
       
      ENTERGY ARKANSAS, INC.
      BALANCE SHEETS
      LIABILITIES AND SHAREHOLDERS' EQUITY
      March 31, 2008 and December 31, 2007
      (Unaudited)
        
       2008 2007
       (In Thousands)
       
      CURRENT LIABILITIES    
      Accounts payable:    
        Associated companies $440,219  $486,201 
        Other 87,908  100,246 
      Customer deposits 59,188  57,751 
      Accumulated deferred income taxes 16,338  26,964 
      Interest accrued 20,218  17,447 
      Obligations under capital leases 49,048  49,738 
      Other 11,681  10,890 
      TOTAL 684,600  749,237 
           
      NON-CURRENT LIABILITIES    
      Accumulated deferred income taxes and taxes accrued 1,365,218  1,330,324 
      Accumulated deferred investment tax credits 54,861  55,854 
      Obligations under capital leases 78,412  77,283 
      Other regulatory liabilities 98,440  117,510 
      Decommissioning 514,178  505,626 
      Accumulated provisions 14,699  14,414 
      Pension and other postretirement liabilities 261,579  260,381 
      Long-term debt 1,316,061  1,314,525 
      Other  66,050  73,739 
      TOTAL 3,769,498  3,749,656 
           
      Commitments and Contingencies    
           
      SHAREHOLDERS' EQUITY    
      Preferred stock without sinking fund 116,350  116,350 
      Common stock, $0.01 par value, authorized 325,000,000    
        shares; issued and outstanding 46,980,196 shares in 2008    
        and 2007 470  470 
      Paid-in capital 588,527  588,527 
      Retained earnings 811,565  795,566 
      TOTAL 1,516,912  1,500,913 
           
      TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 
      $5,971,010 
       
      $5,999,806 
           
      See Notes to Financial Statements.    

       

      49

       

      ENTERGY ARKANSAS, INC.
      SELECTED OPERATING RESULTS
      For the Three Months Ended March 31, 2008 and 2007
      (Unaudited)
       
            Increase/  
      Description 2008 2007 (Decrease) %
        (Dollars In Millions)  
      Electric Operating Revenues:        
        Residential $ 179  $ 181  ($ 2) (1)
        Commercial 94  99  (5) (5)
        Industrial 92  102  (10) (10)
        Governmental 4  5  (1) (20)
           Total retail 369  387  (18) (5)
        Sales for resale        
          Associated companies 96  78  18   23 
          Non-associated companies 33  33   - - 
        Other 1  5  (4) (80)
           Total  $ 499  $ 503  ($ 4) (1)
               
      Billed Electric Energy         
       Sales (GWh):        
         Residential 2,143  2,032  111   
         Commercial 1,347  1,327  20   
         Industrial 1,713  1,721  (8) - - 
         Governmental 65  65   - - 
           Total retail 5,268  5,145  123   
         Sales for resale        
          Associated companies 1,954  1,993  (39) (2)
          Non-associated companies 540  669  (129) (19)
           Total  7,762  7,807  (45) (1)
               
               

      50

      ENTERGY GULF STATES LOUISIANA, L.L.C.

      MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

      Jurisdictional Separation of Entergy Gulf States, Inc. into Entergy Gulf States Louisiana and Entergy Texas

      See Part I, Item 1 in the Form 10-K and Entergy Gulf States Louisiana's Management's Financial Discussion and Analysis in the Form 10-K for a discussion of the jurisdictional separation of Entergy Gulf States, Inc. into two vertically integrated utility companies, one operating under the sole retail jurisdiction of the PUCT, Entergy Texas, and the other operating under the sole retail jurisdiction of the LPSC, Entergy Gulf States Louisiana.

      Entergy Gulf States Louisiana is the successor for financial reporting purposes to Entergy Gulf States, Inc. Entergy Gulf States Louisiana's Income Statement and Cash Flow Statement for the three months ended March 31, 2008 reflect the effects of the separation of the Texas business. Entergy Gulf States Louisiana's Income Statement and Cash Flow Statement for the three months ended March 31, 2007 include the operations of Entergy Texas. Entergy Gulf States Louisiana's balance sheets as of March 31, 2008 and December 31, 2007 reflect the effects of the separation of the Texas business.

      On March 31, 2008, pursuant to the LPSC order approving the jurisdictional separation plan, Entergy Gulf States Louisiana made its jurisdictional separation plan balance sheet compliance filing with the LPSC.

      Results of Operations

      Following are income statement variances for Entergy Gulf States Louisiana comparing the first quarter 2008 to the first quarter 2007 showing how much the line item increased or (decreased) in comparison to the prior period:

       


      First Quarter 2007

       

      Variance caused by the jurisdictional separation

       

      Variance caused by other factors


      First Quarter 2008

      (In Thousands)

      Net revenue (operating revenue less fuel expense,
        purchased power, and other regulatory
        charges/credits)

       



      $278,452



      ($75,574)



      ($7,388)



      $195,490

      Other operation and maintenance expenses

       

      125,854

      (41,951)

      (4,426)

      79,477

      Taxes other than income taxes

       

      31,311

      (13,133)

      (896)

      17,282

      Depreciation

       

      52,415

      (17,134)

      (2,155)

      33,126

      Other expenses

      6,500

      (42)

      280 

      6,738

      Other income

       

      20,807

      4,009 

      (1,243)

      23,573

      Interest charges

       

      37,349

      (4,974)

      (864)

      31,511

      Income taxes

       

      18,233

      2,273 

      (403)

      20,103

      Net Income (Loss)

       

      $27,597

       

      $3,396 

       

      ($167)

      $30,826

      Net Income

      Net income increased by $3.2 million primarily due to the jurisdictional separation of Entergy Gulf States, Inc. into Entergy Gulf States Louisiana and Entergy Texas, effective December 31, 2007. For the first quarter 2007, Entergy Texas reported a net loss of $3.4 million.

       

      51

       

      Net Revenue

      Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses and 3) other regulatory charges. Following is an analysis of the change in net revenue comparing the first quarter 2008 to the first quarter 2007.

       

       

      Amount

       

       

      (In Millions)

       

       

       

      2007 net revenue

       

      $278.5 

      Jurisdictional separation

       

      (75.6)

      Other

       

      (7.4)

      2008 net revenue

       

      $195.5 

      Net revenue decreased primarily due to the jurisdictional separation of Entergy Gulf States, Inc. into Entergy Gulf States Louisiana and Entergy Texas, effective December 31, 2007. The remaining variance was caused by various individually insignificant factors.

      Gross operating revenues and fuel and purchased power expenses

      Gross operating revenues and fuel and purchased power expenses both decreased primarily due to the jurisdictional separation of Entergy Gulf States, Inc. into Entergy Gulf States Louisiana and Entergy Texas, effective December 31, 2007.

      Other Income Statement Variances

      Other operation and maintenance decreased primarily due to the jurisdictional separation of Entergy Gulf States, Inc. into Entergy Gulf States Louisiana and Entergy Texas, effective December 31, 2007. The remaining variance was caused by various individually insignificant factors.

      Taxes other than income taxes decreased primarily due to the jurisdictional separation of Entergy Gulf States, Inc. into Entergy Gulf States Louisiana and Entergy Texas, effective December 31, 2007.

      Depreciation and amortization decreased primarily due to the jurisdictional separation of Entergy Gulf States, Inc. into Entergy Gulf States Louisiana and Entergy Texas, effective December 31, 2007.

      Other income includes $15 million in interest and dividend income in 2008 related to the debt assumption agreement between Entergy Gulf States Louisiana and Entergy Texas and the $1.079 billion of debt assumed by Entergy Texas. Entergy Gulf States Louisiana remains primarily liable on this debt. This income is partially offset by $11 million of other income reported by Entergy Texas for the first quarter 2007. The income from the debt assumption agreement offsets the interest expense on the portion long-term debt assumed by Entergy Texas.

      Interest and other charges decreased primarily due to the jurisdictional separation of Entergy Gulf States, Inc. into Entergy Gulf States Louisiana and Entergy Texas, effective December 31, 2007.

      Income Taxes

      The effective income tax rate was 39.5% for the first quarter 2008 and 39.8% for the first quarter 2007. The difference in the effective income tax rate for the first quarter 2008 versus the federal statutory rate of 35% is due to book and tax differences related to utility plant items and state income taxes, partially offset by flow-through book and tax timing differences and the amortization of investment tax credits. The difference in the effective income tax rate for the first quarter 2007 is primarily due to book and tax differences related to the utility plant items and state income taxes, partially offset by book and tax differences related to the allowance for equity funds used during construction.

       

      52

       

      Liquidity and Capital Resources

      Cash Flow

      Cash flows for the first quarters of 2008 and 2007 were as follows:

       

       

      2008

       

      2007

       

       

      (In Thousands)

       

       

       

       

       

      Cash and cash equivalents at beginning of period

       

      $108,036 

       

      $180,381 

       

       

       

       

       

      Cash flow provided by (used in):

       

       

       

       

       

      Operating activities

       

      64,214 

       

      141,210 

       

      Investing activities

       

      (121,392)

       

      (88,201)

       

      Financing activities

       

      (30,641)

       

      (36,818)

      Net increase (decrease) in cash and cash equivalents

       

      (87,819)

       

      16,191 

       

       

       

       

       

      Cash and cash equivalents at end of period

       

      $20,217 

       

      $196,572 

      Operating Activities

      Net cash flow provided in operating activities decreased $77 million for the first quarter 2008 compared to the first quarter 2007 primarily due to the jurisdictional separation of Entergy Gulf States, Inc. into Entergy Gulf States Louisiana and Entergy Texas, effective December 31, 2007, and decreased recovery of deferred fuel costs.

      Investing Activities

      Net cash flow used in investing activities increased $33.2 million for the first quarter 2008 compared to the first quarter 2007 primarily due to:

      • the purchase of the Calcasieu Generating Facility for $56.4 million. See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Liquidity and Capital Resources" in the Form 10-K for a discussion of this purchase which was completed in March 2008;
      • an increase in nuclear construction expenditures of $17.3 million due to the River Bend refueling outage;
      • nuclear fuel purchases of $21.6 million in March 2008 that are expected to be reimbursed from the trust in the second quarter 2008; and
      • insurance proceeds received in 2007 relating to Hurricanes Katrina and Rita.

      The increase was partially offset by the effect of the jurisdictional separation on construction expenditures and cash received from money pool receivables.

      Financing Activities

      Net cash flow used in financing activities decreased $6.2 million for the first quarter 2008 compared to the first quarter 2007 primarily due to a decrease of $3.2 million in common equity distributions and the redemption of $2.3 million preferred stock in March 2007.

      53

      Capital Structure

      Entergy Gulf States Louisiana's capitalization is balanced between equity and debt, as shown in the following table.

      The calculation below does not reduce the debt by the $1.079 billion of debt assumed by Entergy Texas because Entergy Gulf States Louisiana remains primarily liable on the debt.

       

       

      March 31,
      2008

       

      December 31,
      2007

       

       

       

       

       

      Net debt to net capital

       

      65.4%

       

      64.4%

      Effect of subtracting cash from debt

       

      0.2%

       

      1.0%

      Debt to capital

       

      65.6%

       

      65.4%

      Net debt consists of debt less cash and cash equivalents. Debt consists of notes payable, capital lease obligations, and long-term debt, including the currently maturing portion. Capital consists of debt and members' equity. Net capital consists of capital less cash and cash equivalents. Entergy Gulf States Louisiana uses the net debt to net capital ratio in analyzing its financial condition and believes it provides useful information to its investors and creditors in evaluating Entergy Gulf States Louisiana's financial condition.

      Uses and Sources of Capital

      See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Liquidity and Capital Resources" in the Form 10-K for a discussion of Entergy Gulf States Louisiana's uses and sources of capital. Following are updates to the information provided in the Form 10-K.

      Entergy Gulf States Louisiana's receivables from the money pool were as follows:

      March 31,
      2008

       

      December 31,
      2007

       

      March 31,
      2007

       

      December 31,
      2006

      (In Thousands)

       

       

       

       

       

       

       

      $40,372

       

      $55,509

       

      $107,555

       

      $75,048

      See Note 4 to the financial statements in the Form 10-K for a description of the money pool.

      As discussed in the Form 10-K, Entergy Gulf States Louisiana has a credit facility in the amount of $100 million scheduled to expire in August 2012. No borrowings were outstanding under the facility as of March 31, 2008.

      Hurricane Rita and Hurricane Katrina

      See the Form 10-K for a discussion of the effects of Hurricanes Katrina and Rita, which hit Entergy Gulf States Inc.'s jurisdictions in Louisiana and Texas in August and September 2005, which resulted in power outages, significant damage to electric distribution, transmission, and generation infrastructure, the temporary loss of sales and customers due to mandatory evacuations, and Entergy Gulf States Inc.'s initiatives to recover storm restoration and business continuity costs and incremental losses.

      Act 55 Storm Cost Financings

      In March 2008, Entergy Gulf States Louisiana, Entergy Louisiana and the Louisiana Utilities Restoration Corporation (LURC), an instrumentality of the State of Louisiana, filed at the LPSC an application requesting that the LPSC grant financing orders authorizing the financing of Entergy Gulf States Louisiana and Entergy Louisiana storm costs, storm reserves, and issuance costs pursuant to Act 55 of the Louisiana Legislature (Act 55 financings). The Act 55 financings are expected to produce additional customer benefits as compared to Act 64 traditional securitization.  Entergy Gulf States Louisiana and Entergy Louisiana also filed an application requesting LPSC approval for ancillary

       

      54

       

       

      issues including the mechanism to flow charges and savings to customers via a Storm Cost Offset rider.  On April 3, 2008, the Louisiana State Bond Commission granted preliminary approval for the Act 55 financings.  On April 8, 2008, the Louisiana Public Facilities Authority (LPFA), which will be the issuer of the bonds pursuant to the Act 55 financings, approved requests for the Act 55 financings.  On April 10, 2008, Entergy Gulf States Louisiana and Entergy Louisiana and the LPSC Staff filed with the LPSC an uncontested stipulated settlement that includes Entergy Gulf States Louisiana and Entergy Louisiana's proposals under the Act 55 financings, including the commitment to pass on to customers a minimum of $40 million of customer benefits as compared to traditional Act 64 financing. On April 16, 2008, the LPSC approved the settlement and issued two financing orders and one ratemaking order intended to facilitate implementation of the Act 55 financings.  On May 6, 200 8, the State Bond Commission voted to approve the Act 55 financings.  Entergy Gulf States Louisiana and Entergy Louisiana will invest the capital contributions that they receive from the Act 55 financings in affiliate securities.  Entergy Gulf States Louisiana and Entergy Louisiana intend to complete the Act 55 financings by the end of the second quarter 2008.

      Significant Factors and Known Trends

      See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Significant Factors and Known Trends" in the Form 10-K for a discussion of state and local rate regulation; transition to retail competition; federal regulation; the Energy Policy Act of 2005; industrial and commercial customers; nuclear matters; and environmental risks. Following are updates to the information disclosed in the Form 10-K.

      State and Local Rate Regulation

      Retail Rates - Electric

      In May 2007, Entergy Gulf States Louisiana made its formula rate plan filing with the LPSC for the 2006 test year. The filing reflected a 10.0% return on common equity, which is within the allowed earnings bandwidth, and an anticipated formula rate plan decrease of $23 million annually attributable to adjustments outside of the formula rate plan sharing mechanism related to capacity costs and the anticipated securitization of storm costs related to Hurricane Katrina and Hurricane Rita and the securitization of a storm reserve. In September 2007, Entergy Gulf States Louisiana modified the formula rate plan filing to reflect a 10.07% return on common equity, which is still within the allowed bandwidth. The modified filing also reflected implementation of a $4.1 million rate increase, subject to refund, attributable to recovery of additional LPSC-approved incremental deferred and ongoing capacity costs. The rate decrease anticipated in the original filing did not occur because of the addi tional capacity costs approved by the LPSC, and because securitization of storm costs associated with Hurricane Katrina and Hurricane Rita and the establishment of a storm reserve have not yet occurred. In October 2007, Entergy Gulf States Louisiana implemented a $16.4 million formula rate plan decrease that is due to the reclassification of certain franchise fees from base rates to collection via a line item on customer bills pursuant to an LPSC order. The LPSC staff issued its final report in December 2007, indicating a $1.6 million decrease in formula rate plan revenues for which interim rates were already in effect. In addition, the LPSC staff recommended that the LPSC give a one-year extension of Entergy Gulf States Louisiana's formula rate plan to synchronize with the final year of Entergy Louisiana's formula rate plan, or alternatively, to extend the formula rate plan for a longer period. Entergy Gulf States Louisiana indicated it is amenable to a one-year extension. An uncontested stipulated set tlement was filed in February 2008 that will leave the current base rates in place and extend the formula rate plan for one year, and the LPSC approved the settlement in March 2008.

      Retail Rates - Gas

      In January 2008, Entergy Gulf States Louisiana filed with the LPSC its gas rate stabilization plan for the test year ending September 30, 2007.  The filing showed a revenue deficiency of $3.7 million based on a return on common equity mid-point of 10.5%. Entergy Gulf States Louisiana will implement a $3.4 million rate increase pursuant to an uncontested agreement with the LPSC staff.

       

      55

       

       

      Federal Regulation

      See "System Agreement Proceedings" and "Independent Coordinator of Transmission" in the "Significant Factors and Known Trends" section of Entergy Corporation and Subsidiaries Management's Financial Discussion and Analysis for updates to the discussion in the Form 10-K.

      Critical Accounting Estimates

      See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates" in the Form 10-K for a discussion of the estimates and judgments necessary in Entergy Gulf States Louisiana's accounting for nuclear decommissioning costs, the application of SFAS 71, unbilled revenue, and qualified pension and other postretirement benefits.

      New Accounting Pronouncements

      See "New Accounting Pronouncements" section of Entergy Corporation and Subsidiaries Management's Financial Discussion and Analysis for a discussion of new accounting pronouncements.

      56

      ENTERGY GULF STATES LOUISIANA, L.L.C.
      INCOME STATEMENTS
      For the Three Months Ended March 31, 2008 and 2007
      (Unaudited)
        
        2008 2007
        (In Thousands)
           
      OPERATING REVENUES    
      Electric $520,296   $795,254 
      Natural gas 38,268   37,928 
      TOTAL 558,564   833,182 
           
      OPERATING EXPENSES    
      Operation and Maintenance:    
        Fuel, fuel-related expenses, and    
          gas purchased for resale 25,722   239,568 
        Purchased power 331,806   306,804 
        Nuclear refueling outage expenses 3,699   3,656 
        Other operation and maintenance 79,477   125,854 
      Decommissioning 3,039   2,844 
      Taxes other than income taxes 17,282   31,311 
      Depreciation and amortization 33,126   52,415 
      Other regulatory charges - net 5,546   8,358 
        499,697   770,810 
           
      OPERATING INCOME 58,867   62,372 
           
      OTHER INCOME    
      Allowance for equity funds used during construction 1,693   4,432 
      Interest and dividend income 22,808   16,375 
      Miscellaneous - net (928) - - 
      TOTAL 23,573   20,807 
           
      INTEREST AND OTHER CHARGES  
      Interest on long-term debt 31,766   34,893 
      Other interest - net 824   5,344 
      Allowance for borrowed funds used during construction (1,079) (2,888)
      TOTAL 31,511   37,349 
           
      INCOME BEFORE INCOME TAXES 50,929   45,830 
           
      Income taxes 20,103   18,233 
           
      NET INCOME 30,826   27,597 
           
      Preferred distribution requirements and other 206   962 
           
      EARNINGS APPLICABLE TO     
      COMMON EQUITY $30,620   $26,635 
           
      See Notes to Financial Statements.    

      57

       

       

       

       

       

       

       

       

       

       

       

       

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      58

       

      ENTERGY GULF STATES LOUISIANA, L.L.C.
      STATEMENTS OF CASH FLOWS
      For the Three Months Ended March 31, 2008 and 2007
      (Unaudited)
         
        2008 2007
        (In Thousands)
           
      OPERATING ACTIVITIES    
      Net income $30,826   $27,597 
      Adjustments to reconcile net income to net cash flow provided by operating activities:    
        Reserve for regulatory adjustments  11,816 
        Other regulatory charges - net 5,546   8,358 
        Depreciation, amortization, and decommissioning 36,165   55,259 
        Deferred income taxes, investment tax credits, and non-current taxes accrued 45,885   13,128 
        Changes in working capital:    
          Receivables (69,806) 17,530 
          Fuel inventory (10,278) (6,595)
          Accounts payable 111,852   (6,063)
          Taxes accrued  (384)
          Interest accrued (995) 579 
          Deferred fuel costs (45,841) 34,127 
          Other working capital accounts (67,801) (18,560)
        Provision for estimated losses and reserves 439   693 
        Changes in other regulatory assets 5,891   7,971 
        Other 22,331   (4,246)
      Net cash flow provided by operating activities 64,214   141,210 
           
      INVESTING ACTIVITIES    
      Construction expenditures (60,204) (69,249)
      Allowance for equity funds used during construction 1,693   4,432 
      Insurance proceeds  8,134 
      Nuclear fuel purchases (21,713) (7,461)
      Proceeds from sale/leaseback of nuclear fuel  9,923 
      Payment for purchase of plant (56,409) 
      Proceeds from nuclear decommissioning trust fund sales 11,049   12,093 
      Investment in nuclear decommissioning trust funds (14,879) (15,947)
      Change in money pool receivable - net 15,137   (32,507)
      Changes in other investments - net 3,934   2,381 
      Net cash flow used in investing activities (121,392) (88,201)
           
      FINANCING ACTIVITIES    
      Redemption of preferred stock  (2,250)
      Dividends/distributions paid:    
        Common equity (30,400) (33,600)
        Preferred membership interests (241) (968)
      Net cash flow used in financing activities (30,641) (36,818)
           
      Net increase (decrease) in cash and cash equivalents (87,819) 16,191 
           
      Cash and cash equivalents at beginning of period 108,036   180,381 
           
      Cash and cash equivalents at end of period $20,217   $196,572 
           
      SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:    
      Cash paid/(received) during the period for:    
        Interest - net of amount capitalized $32,824   $37,457 
        Income taxes ($621) $-  
           
      See Notes to Financial Statements.    
           

       

      59

       

      ENTERGY GULF STATES LOUISIANA, L.L.C.
      BALANCE SHEETS
      ASSETS
      March 31, 2008 and December 31, 2007
      (Unaudited)
          
       2008 2007
       (In Thousands)
          
      CURRENT ASSETS     
      Cash and cash equivalents:     
        Cash  $8,612   $233 
        Temporary cash investments - at cost,     
          which approximates market  11,605   107,803 
            Total cash and cash equivalents  20,217   108,036 
      Accounts receivable:     
        Customer   74,144   62,408 
        Allowance for doubtful accounts  (1,193) (979)
        Associated companies  233,513   218,891 
        Other  94,026   59,059 
        Accrued unbilled revenues  47,571   54,021 
            Total accounts receivable  448,061   393,400 
      Deferred fuel costs  51,485   5,644 
      Accumulated deferred income taxes  - -   21,938 
      Fuel inventory - at average cost  42,088   31,810 
      Materials and supplies - at average cost  100,575   100,161 
      Deferred nuclear refueling outage costs  38,224   5,155 
      Debt assumption by Entergy Texas  309,123   309,123 
      Prepayments and other  55,330   23,533 
      TOTAL  1,065,103   998,800 
            
      OTHER PROPERTY AND INVESTMENTS    
      Decommissioning trust funds  350,568   366,062 
      Non-utility property - at cost (less accumulated depreciation)  111,856   109,517 
      Other  12,889   17,350 
      TOTAL  475,313   492,929 
            
      UTILITY PLANT    
      Electric  6,249,836   6,132,362 
      Natural gas  99,451   98,484 
      Construction work in progress  117,767   141,528 
      Nuclear fuel under capital lease  131,099   110,769 
      Nuclear fuel  10,414   11,256 
      TOTAL UTILITY PLANT  6,608,567   6,494,399 
      Less - accumulated depreciation and amortization  3,445,869   3,433,131 
      UTILITY PLANT - NET  3,162,698   3,061,268 
            
      DEFERRED DEBITS AND OTHER ASSETS    
      Regulatory assets:     
        SFAS 109 regulatory asset - net  301,238   299,023 
        Other regulatory assets  329,469   335,897 
        Deferred fuel costs  100,124   100,124 
      Long-term receivables  1,879   1,872 
      Debt assumption by Entergy Texas  769,971   769,971 
      Other  16,007   12,807 
      TOTAL  1,518,688   1,519,694 
            
      TOTAL ASSETS  $6,221,802   $6,072,691 
            
      See Notes to Financial Statements.     
       
      60
       
      ENTERGY GULF STATES LOUISIANA, L.L.C.
      BALANCE SHEETS
      LIABILITIES AND MEMBERS' EQUITY
      March 31, 2008 and December 31, 2007
      (Unaudited)
       
       2008 2007
       (In Thousands)
       
      CURRENT LIABILITIES    
      Currently maturing long-term debt $675,000   $675,000 
      Accounts payable:     
        Associated companies  292,027   201,217 
        Other  132,621   111,579 
      Customer deposits  39,062   38,061 
      Accumulated deferred income taxes  7,347   - - 
      Interest accrued  28,403   29,398 
      Obligations under capital leases  28,795   28,795 
      Pension and other postretirement liabilities  7,160   7,064 
      System agreement cost equalization  124,775   124,775 
      Other  5,399   9,052 
      TOTAL  1,340,589   1,224,941 
            
      NON-CURRENT LIABILITIES    
      Accumulated deferred income taxes and taxes accrued  1,233,985   1,219,568 
      Accumulated deferred investment tax credits  94,717   95,745 
      Obligations under capital leases  102,304   81,974 
      Other regulatory liabilities  83,722   69,890 
      Decommissioning and asset retirement cost liabilities  209,213   204,828 
      Accumulated provisions  12,326   11,887 
      Pension and other postretirement liabilities  97,167   102,510 
      Long-term debt  1,673,785   1,674,113 
      Other   73,666   87,468 
      TOTAL  3,580,885   3,547,983 
            
      Commitments and Contingencies     
            
      MEMBERS' EQUITY    
      Preferred membership interests without sinking fund  10,000   10,000 
      Members' equity  1,312,933   1,312,701 
      Accumulated other comprehensive loss  (22,605) (22,934)
      TOTAL  1,300,328   1,299,767 
            
      TOTAL LIABILITIES AND MEMBERS' EQUITY  $6,221,802   $6,072,691 
            
      See Notes to Financial Statements.     

       

      61

       

      ENTERGY GULF STATES LOUISIANA, L.L.C.
      STATEMENTS OF MEMBERS' EQUITY AND COMPREHENSIVE INCOME
      For the Three Months Ended March 31, 2008 and 2007
      (Unaudited)
                
          
         2008 2007
         (In Thousands)
      MEMBERS' EQUITY         
      Members' Equity - Beginning of period  $1,312,701     $2,225,465    
                
        Add:          
          Net Income  30,826   $30,826  27,597   $27,597
          Other  12       
         30,838     27,597    
                
        Deduct:         
          Dividends/distributions declared on common equity  30,400     33,600    
          Preferred membership interests  206   206  962   962
         30,606     34,562    
                
      Members' Equity - End of period  $1,312,933     $2,218,500    
                
      ACCUMULATED OTHER COMPREHENSIVE LOSS (Net of Taxes):         
      Balance at beginning of period:         
        Pension and other postretirement liabilities  ($22,934)   $ (19,914)  
                
      Pension and other postretirement liabilities (net of tax expense of $428 and $326)  329   329  334   334
                
      Balance at end of period:         
        Pension and other postretirement liabilities  ($22,605)   ($19,580)  
      Comprehensive Income    $30,949    $26,969
                
      See Notes to Financial Statements.         
                
                

       

      62

       

      ENTERGY GULF STATES LOUISIANA, L.L.C.
      SELECTED OPERATING RESULTS
      For the Three Months Ended March 31, 2008 and 2007
      (Unaudited)
       
               
          Increase/  
      Description 2008 2007 (Decrease) %
        (Dollars In Millions)  
      Electric Operating Revenues (1):        
        Residential $115  $242  ($127) (52)
        Commercial 111  193  (82) (42)
        Industrial 153  255  (102) (40)
        Governmental 6  12  (6) (50)
          Total retail 385  702  (317) (45)
        Sales for resale        
          Associated companies 86  28  58  207
          Non-associated companies 45  50  (5) (10)
        Other 4  15  (11) (73)
            Total  $520  $795  ($275) (35)
               
      Billed Electric Energy         
      Sales (GWh) (1):        
        Residential 1,091  2,322  (1,231) (53)
        Commercial 1,135  2,024  (889) (44)
        Industrial 2,137  3,584  (1,447) (40)
        Governmental 53  112  (59) (53)
          Total retail 4,416  8,042  (3,626) (45)
      Sales for resale        
        Associated companies 746  754  (8) (1)
        Non-associated companies 664  851  (187) (22)
          Total  5,826  9,647  (3,821) (40)
               
               
      (1) Amounts for the three months ended March 31, 2008 reflect the effects of the separation of the Texas business. Amounts for the three months ended March 31, 2007 include the operations of Entergy Texas.
       
               

      63

      ENTERGY LOUISIANA, LLC

      MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

       

      Results of Operations

      Net Income

      Net income decreased $4.2 million for the first quarter 2008 compared to the first quarter 2007 primarily due to higher other operation and maintenance expenses and a higher effective income tax rate, partially offset by higher net revenue.

      Net Revenue

      Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory charges. Following is an analysis of the change in net revenue comparing the first quarter 2008 to the first quarter 2007.

       

       

      Amount

       

       

      (In Millions)

       

       

       

      2007 net revenue

       

      $214.4 

      Base revenues

       

      2.9 

      Other

       

      1.9 

      2008 net revenue

       

      $219.2 

      The base revenues variance is primarily due to a formula rate plan increase effective October 2007. See Note 2 to the financial statements for a discussion of the formula rate plan filing.

      Gross operating revenues and fuel and purchased power expenses

      Gross operating revenues decreased primarily due to a decrease of $48.5 million in fuel cost recovery revenues due to lower fuel rates.

      Fuel and purchased power expenses decreased primarily due to a decrease in deferred fuel expense as a result of lower fuel rates, as discussed above, partially offset by increases in the average market prices of natural gas and purchased power.

      Other Income Statement Variances

      Other operation and maintenance expenses increased primarily due to higher fossil expenses due to fossil plant maintenance outages in 2008.

      Income Taxes

      The effective income tax rates for the first quarters of 2008 and 2007 were 44.5% and 35.6%, respectively. The difference in the effective income tax rate for the first quarter 2008 versus the federal statutory rate of 35.0% is primarily due to book and tax differences related to utility plant items, state income taxes, and a federal tax reserve adjustment, partially offset by book and tax differences related to the allowance for equity funds used during construction and the amortization of investment tax credits.

      64

      Liquidity and Capital Resources

      Cash Flow

      Cash flows for the first quarters of 2008 and 2007 were as follows:

       

       

      2008

       

      2007

       

       

      (In Thousands)

       

       

       

       

       

      Cash and cash equivalents at beginning of period

       

      $300 

       

      $2,743 

       

       

       

       

       

      Cash flow provided by (used in):

       

       

       

       

       

      Operating activities

       

       29,049 

       

      29,837 

       

      Investing activities

       

      (72,029)

       

      (41,487)

       

      Financing activities

       

      43,210 

       

      11,325 

      Net increase (decrease) in cash and cash equivalents

       

      230 

       

      (325)

       

       

       

       

       

      Cash and cash equivalents at end of period

       

      $530 

       

      $2,418 

      Investing Activities

      The increase of $30.5 million in net cash used by investing activities for the first quarter 2008 compared to the first quarter 2007 is primarily due to:

      • increased spending on the Little Gypsy Unit 3 repowering project;
      • increased spending on the Waterford 3 steam generator replacement project; and
      • timing differences between nuclear fuel payments and reimbursements from the trust that occurred in 2007.

      Financing Activities

      The increase of $31.9 million in net cash provided by financing activities for the first quarter 2008 compared to the first quarter 2007 is primarily due to an increase in borrowings from the money pool.

      Capital Structure

      Entergy Louisiana's capitalization is balanced between equity and debt, as shown in the following table.

       

       

      March 31,
      2008

      December 31,
      2007

       

       

      Net debt to net capital

       

      44.0%

      43.4%

      Effect of subtracting cash from debt

       

      -

      -

      Debt to capital

       

      44.0%

      43.4%

      Net debt consists of debt less cash and cash equivalents. Debt consists of notes payable, capital lease obligations, and long-term debt, including the currently maturing portion. Capital consists of debt and members' equity. Net capital consists of capital less cash and cash equivalents. Entergy Louisiana uses the net debt to net capital ratio in analyzing its financial condition and believes it provides useful information to its investors and creditors in evaluating Entergy Louisiana's financial condition.

      65

      Uses and Sources of Capital

      See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Liquidity and Capital Resources" in the Form 10-K for a discussion of Entergy Louisiana's uses and sources of capital. Following are updates to the discussion in the Form 10-K.

      Entergy Louisiana's payables to the money pool were as follows:

      March 31,
      2008

       

      December 31,
      2007

       

      March 31,
      2007

       

      December 31,
      2006

      (In Thousands)

       

       

       

       

       

       

       

      ($47,460)

       

      ($2,791)

       

      ($67,103)

       

      ($54,041)

      See Note 4 to the financial statements in the Form 10-K for a description of the money pool.

      As discussed in the Form 10-K, Entergy Louisiana has a credit facility in the amount of $200 million scheduled to expire in August 2012. No borrowings were outstanding under the facility as of March 31, 2008.

      Hurricane Rita and Hurricane Katrina

      See the Form 10-K for a discussion of the effects of Hurricane Katrina and Hurricane Rita and Entergy's initiatives to recover storm restoration and business continuity costs and incremental losses, which includes obtaining reimbursement of certain costs covered by insurance and pursuing recovery through existing or new rate mechanisms regulated by the FERC and local regulatory bodies, in combination with securitization. In August and September 2005, Hurricane Katrina and Hurricane Rita, along with extensive flooding that resulted from levee breaks in and around Entergy Louisiana's service territory, caused catastrophic damage.

      Act 55 Storm Cost Financings

      In March 2008, Entergy Gulf States Louisiana, Entergy Louisiana and the Louisiana Utilities Restoration Corporation (LURC), an instrumentality of the State of Louisiana, filed at the LPSC an application requesting that the LPSC grant financing orders authorizing the financing of Entergy Gulf States Louisiana and Entergy Louisiana storm costs, storm reserves, and issuance costs pursuant to Act 55 of the Louisiana Legislature (Act 55 financings). The Act 55 financings are expected to produce additional customer benefits as compared to Act 64 traditional securitization.  Entergy Gulf States Louisiana and Entergy Louisiana also filed an application requesting LPSC approval for ancillary issues including the mechanism to flow charges and savings to customers via a Storm Cost Offset rider.  On April 3, 2008, the Louisiana State Bond Commission granted preliminary approval for the Act 55 financings.  On April 8, 2008, the Louisiana Public Facilities Authority (LPFA), which will be the issuer of the bonds pursuant to the Act 55 financings, approved requests for the Act 55 financings.  On April 10, 2008, Entergy Gulf States Louisiana and Entergy Louisiana and the LPSC Staff filed with the LPSC an uncontested stipulated settlement that includes Entergy Gulf States Louisiana and Entergy Louisiana's proposals under the Act 55 financings, including the commitment to pass on to customers a minimum of $40 million of customer benefits as compared to traditional Act 64 financing. On April 16, 2008, the LPSC approved the settlement and issued two financing orders and one ratemaking order intended to facilitate implementation of the Act 55 financings.  On May 6, 2008, the State Bond Commission voted to approve the Act 55 financings.  Entergy Gulf States Louisiana and Entergy Louisiana will invest the capital contributions that they receive from the Act 55 financings in affiliate securities.  Entergy Gulf States Louisiana and Entergy Louisiana intend to complete the Act 55 fi nancings by the end of the second quarter 2008.

      Little Gypsy Repowering Project

      The preconstruction and operating air permits for the Little Gypsy repowering project was issued by the Louisiana Department of Environmental Quality (LDEQ) in November 2007 under then-effective federal and state air regulations, including the EPA's Clean Air Mercury

       

      66

       

      Rule that had been issued in 2005 (CAMR 2005). As discussed in more detail in part I, Item 1, "Environmental Regulation, Clean Air Act and Subsequent Amendments, Hazardous Air Pollutants" in the Form 10-K, in February 2008 the U.S. Court of Appeals for the D.C. Circuit struck down CAMR 2005. The D.C. Circuit decision may require utilities to undergo a case-by-case Maximum Achievable Control Technology (MACT) analysis for construction or reconstruction of emission units pursuant to the Clean Air Act before beginning construction. The Little Gypsy project as currently configured is expected to meet MACT standards. Because Little Gypsy received its construction permit before a formal MACT analysis was required, however, Entergy Louisiana will likely need to provide additional technical analysis to the LDEQ to show that the plant meets the MACT standards. Entergy Louisiana is in discussions with state and federal environmental agencies to identify the additional analysis that needs to be submitted. Onsite construction of the project was scheduled to begin in July 2008, but the additional analysis could cause a delay in the start of construction for several months. The ALJ in Phase II of the Little Gypsy proceedings at the LPSC, which are discussed further in the Form 10-K, has temporarily suspended the procedural schedule, subject to the LPSC's review, which could occur at its May 14, 2008 meeting.

      Significant Factors and Known Trends

      See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Significant Factors and Known Trends" in the Form 10-K for a discussion of state and local rate regulation, federal regulation, the Energy Policy Act of 2005, utility restructuring, nuclear matters, and environmental risks. Following are updates to the information provided in the Form 10-K.

      Retail Rates

      In May 2006, Entergy Louisiana made its formula rate plan filing with the LPSC for the 2005 test year. Entergy Louisiana modified the filing in August 2006 to reflect a 9.45% return on equity which is within the allowed bandwidth. The modified filing includes an increase of $24.2 million for interim recovery of storm costs from Hurricanes Katrina and Rita and a $119.2 million rate increase to recover LPSC-approved incremental deferred and ongoing capacity costs. The filing requested recovery of approximately $50 million for the amortization of capacity deferrals over a three-year period, including carrying charges, and approximately $70 million for ongoing capacity costs. The increase was implemented, subject to refund, with the first billing cycle of September 2006. Entergy Louisiana subsequently updated its formula rate plan rider to reflect adjustments proposed by the LPSC Staff with which it agrees. The adjusted return on equity of 9.56% remains within the allowed bandwid th. Ongoing and deferred incremental capacity costs were reduced to $118.7 million. The updated formula rate plan rider was implemented, subject to refund, with the first billing cycle of October 2006. An uncontested stipulated settlement was filed in February 2008 that will leave the current base rates in place, and the LPSC approved the settlement in March 2008. In the settlement Entergy Louisiana agreed to credit customers $7.2 million, plus $0.7 million of interest, for customer contributions to the Central States Compact in Nebraska that was never completed and agreed to a one-time $2.6 million deduction from the deferred capacity cost balance. The credit, for which Entergy Louisiana had previously recorded a provision, will be made in May 2008.

      Federal Regulation

      See "System Agreement Proceedings" and "Independent Coordinator of Transmission" in the "Significant Factors and Known Trends" section of Entergy Corporation and Subsidiaries Management's Financial Discussion and Analysis for updates to the discussion in the Form 10-K.

      Critical Accounting Estimates

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

      67

      New Accounting Pronouncements

      See "New Accounting Pronouncements" section of Entergy Corporation and Subsidiaries Management's Financial Discussion and Analysis for a discussion of new accounting pronouncements.

       

       

       

       

       

       

      68

       

       

      ENTERGY LOUISIANA, LLC
      INCOME STATEMENTS
      For the Three Months Ended March 31, 2008 and 2007
      (Unaudited)
        
        2008 2007
        (In Thousands)
           
      OPERATING REVENUES    
      Electric $564,744   $617,479 
           
      OPERATING EXPENSES    
      Operation and Maintenance:    
        Fuel, fuel-related expenses, and    
         gas purchased for resale 112,995   193,956 
        Purchased power 222,527   197,763 
        Nuclear refueling outage expenses 4,503   4,197 
        Other operation and maintenance 100,872   91,467 
      Decommissioning 4,844   4,508 
      Taxes other than income taxes 14,741   13,814 
      Depreciation and amortization 47,060   48,978 
      Other regulatory charges - net 9,983   11,343 
      TOTAL 517,525   566,026 
           
      OPERATING INCOME 47,219   51,453 
           
      OTHER INCOME    
      Allowance for equity funds used during construction 3,257   3,948 
      Interest and dividend income 4,749   3,594 
      Miscellaneous - net (1,213) (1,232)
      TOTAL 6,793   6,310 
           
      INTEREST AND OTHER CHARGES 
      Interest on long-term debt 19,555   20,233 
      Other interest - net 1,155   3,360 
      Allowance for borrowed funds used during construction (1,997) (2,746)
      TOTAL 18,713   20,847 
           
      INCOME BEFORE INCOME TAXES 35,299   36,916 
           
      Income taxes 15,703   13,148 
           
      NET INCOME 19,596   23,768 
           
      Preferred dividend requirements and other 1,738   1,738 
           
      EARNINGS APPLICABLE TO     
      COMMON EQUITY $17,858   $22,030 
           
      See Notes to Financial Statements.    
           

      69

       

       

       

       

       

       

       

       

       

       

       

       

       

       

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      70

       

       

      ENTERGY LOUISIANA, LLC
      STATEMENTS OF CASH FLOWS
      For the Three Months Ended March 31, 2008 and 2007
      (Unaudited)
         
        2008 2007
        (In Thousands)
           
      OPERATING ACTIVITIES    
      Net income $19,596   $23,768 
      Adjustments to reconcile net income to net cash flow provided by operating activities:    
        Reserve for regulatory adjustments - -   104 
        Other regulatory charges - net 9,983   11,343 
        Depreciation, amortization, and decommissioning 51,904   53,486 
        Deferred income taxes, investment tax credits, and non-current taxes accrued 7,407   17,108 
        Changes in working capital:    
          Receivables 23,570   (19,852)
          Accounts payable (25,241) (100,435)
          Taxes accrued 26,052   15,123 
          Interest accrued (8,215) (1,764)
          Deferred fuel costs (65,003) 52,789 
          Other working capital accounts (38,510) (22,023)
        Provision for estimated losses and reserves (3) (2,209)
        Changes in other regulatory assets 6,272   7,084 
        Other 21,237   (4,685)
      Net cash flow provided by operating activities 29,049   29,837 
           
      INVESTING ACTIVITIES    
      Construction expenditures (75,244) (56,974)
      Allowance for equity funds used during construction 3,257  3,948 
      Insurance proceeds  - -  2,765 
      Nuclear fuel purchases  (50,096) (3,103)
      Proceeds from the sale/leaseback of nuclear fuel 52,482  14,279 
      Proceeds from nuclear decommissioning trust fund sales 5,169  3,693 
      Investment in nuclear decommissioning trust funds (7,597) (6,095)
      Net cash flow used in investing activities (72,029) (41,487)
           
      FINANCING ACTIVITIES    
      Additional equity from parent - -   1,119 
      Change in money pool payable - net 44,669   13,062 
      Distributions paid:    
        Preferred membership interests (1,459) (2,856)
      Net cash flow provided by financing activities 43,210   11,325 
           
      Net increase (decrease) in cash and cash equivalents 230   (325)
           
      Cash and cash equivalents at beginning of period 300   2,743 
           
      Cash and cash equivalents at end of period $530   $2,418 
           
      SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:    
      Cash paid during the period for:    
       Interest - net of amount capitalized $28,041   $24,402 
        Income taxes $1,250   $- 
           
      See Notes to Financial Statements.    

       

      71

       

       

      ENTERGY LOUISIANA, LLC
      BALANCE SHEETS
      ASSETS
      March 31, 2008 and December 31, 2007
      (Unaudited)
           
       2008 2007
       (In Thousands)
           
      CURRENT ASSETS    
      Cash and cash equivalents $530   $300 
      Accounts receivable:    
        Customer  109,734   96,679 
        Allowance for doubtful accounts (1,277) (1,988)
        Associated companies 64,397   91,873 
        Other 12,878   14,186 
        Accrued unbilled revenues 67,308   75,860 
          Total accounts receivable 253,040   276,610 
      Deferred fuel costs 16,932   - - 
      Accumulated deferred income taxes 9,765   15,229 
      Materials and supplies - at average cost 111,611   108,959 
      Deferred nuclear refueling outage costs 3,930   7,080 
      Gas hedge contracts 36,856   - - 
      Prepayments and other 7,885   7,820 
      TOTAL 440,549   415,998 
           
      OTHER PROPERTY AND INVESTMENTS    
      Decommissioning trust funds 212,831   221,971 
      Non-utility property - at cost (less accumulated depreciation) 1,442   1,488 
      Note receivable - Entergy New Orleans 9,353   9,353 
      Other  
      TOTAL 223,630   232,816 
           
      UTILITY PLANT    
      Electric 6,622,716   6,550,597 
      Property under capital lease 253,387   253,387 
      Construction work in progress 266,707   276,974 
      Nuclear fuel under capital lease 86,521   44,532 
      TOTAL UTILITY PLANT 7,229,331   7,125,490 
      Less - accumulated depreciation and amortization 3,134,424   3,095,473 
      UTILITY PLANT - NET 4,094,907   4,030,017 
           
      DEFERRED DEBITS AND OTHER ASSETS    
      Regulatory assets:    
        SFAS 109 regulatory asset - net 117,250   117,322 
        Other regulatory assets 825,621   832,449 
        Deferred fuel costs 67,998   67,998 
      Long-term receivables 2,982   2,982 
      Other 26,379   23,539 
      TOTAL 1,040,230   1,044,290 
           
      TOTAL ASSETS $5,799,316   $5,723,121 
           
      See Notes to Financial Statements.    
       
      72
       
      ENTERGY LOUISIANA, LLC
      BALANCE SHEETS
      LIABILITIES AND MEMBERS' EQUITY
      March 31, 2008 and December 31, 2007
      (Unaudited)
           
       2008 2007
       (In Thousands)
       
      CURRENT LIABILITIES    
      Accounts payable:    
        Associated companies $97,340   $65,930 
        Other 136,669   148,651 
      Customer deposits 77,503   79,013 
      Taxes accrued 33,808   7,756 
      Interest accrued 21,524   29,739 
      Deferred fuel costs 713   48,784 
      Obligations under capital leases 42,714   42,714 
      Pension and other postretirement liabilities 8,854   8,772 
      System agreement cost equalization 46,000   46,000 
      Other 18,302   18,961 
      TOTAL 483,427   496,320 
           
      NON-CURRENT LIABILITIES    
      Accumulated deferred income taxes and taxes accrued 1,798,763   1,803,430 
      Accumulated deferred investment tax credits 85,245   86,045 
      Obligations under capital leases 43,807   1,818 
      Other regulatory liabilities 153,191   127,836 
      Decommissioning 261,910   257,066 
      Accumulated provisions 18,402   18,405 
      Pension and other postretirement liabilities 147,706   145,786 
      Long-term debt 1,147,663   1,147,660 
      Other  87,321   85,214 
      TOTAL 3,744,008   3,673,260 
           
      Commitments and Contingencies    
           
      MEMBERS' EQUITY    
      Preferred membership interests without sinking fund 100,000   100,000 
      Members' equity 1,499,367   1,481,509 
      Accumulated other comprehensive loss (27,486) (27,968)
      TOTAL 1,571,881   1,553,541 
           
      TOTAL LIABILITIES AND MEMBERS' EQUITY $5,799,316   $5,723,121 
           
      See Notes to Financial Statements.    
           

      73

       

      ENTERGY LOUISIANA, LLC
      STATEMENTS OF MEMBERS' EQUITY AND COMPREHENSIVE INCOME
      For the Three Months Ended March 31, 2008 and 2007
      (Unaudited)
               
        2008 2007
        (In Thousands)
      MEMBERS' EQUITY        
      Members' Equity - Beginning of period $1,481,509     $1,344,003    
               
        Add:        
          Net income 19,596   $19,596  23,768   $23,768
          Additional equity from parent -     1,119    
        19,596     24,887    
               
        Deduct:        
          Distributions declared:        
            Preferred membership interests 1,738   1,738  1,738   1,738
        1,738     1,738    
               
      Members' Equity - End of period $1,499,367     $1,367,152    
               
               
               
               
      ACCUMULATED OTHER COMPREHENSIVE         
      LOSS (Net of Taxes):        
      Balance at beginning of period:        
        Pension and other postretirement liabilities ($27,968)   ($25,695)  
               
      Pension and other postretirement liabilities (net of tax expense of $409 and $466) 482   482  511   511
               
      Balance at end of period:        
        Pension and other postretirement liabilities  ($27,486)   ($25,184)  
      Comprehensive Income   $18,340    $22,541
               
               
      See Notes to Financial Statements.        
               

       

      74

       

      ENTERGY LOUISIANA, LLC
      SELECTED OPERATING RESULTS
      For the Three Months Ended March 31, 2008 and 2007
      (Unaudited)
       
               
          Increase/  
      Description 2008 2007 (Decrease) %
        (Dollars In Millions)  
      Electric Operating Revenues:        
        Residential $182  $196  ($14) (7)
        Commercial 128  136  (8) (6)
        Industrial 205  225  (20) (9)
        Governmental 11  12  (1) (8)
          Total retail 526  569  (43) (8)
        Sales for resale        
          Associated companies 31  38  (7) (18)
          Non-associated companies 2  2   - - 
        Other 6  8  (2) (25)
          Total  $565  $617  ($52) (8)
               
      Billed Electric Energy         
        Sales (GWh):        
          Residential 1,970  1,952  18   
          Commercial 1,308  1,300   
          Industrial 3,230  3,228   - - 
          Governmental 117  115   2 
            Total retail (1) 6,625  6,595  30   - - 
        Sales for resale        
          Associated companies 480  342  138   40 
          Non-associated companies 23  32  (9) (28)
            Total  7,128  6,969  159   
               
               
       75

       

      ENTERGY MISSISSIPPI, INC.

      MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

       

      Results of Operations

      Net Income

      Net income remained relatively unchanged for the first quarter 2008 compared to the first quarter 2007 as higher net revenue was substantially offset by higher other operation and maintenance expenses and lower other income.

      Net Revenue

      Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory charges. Following is an analysis of the change in net revenue comparing the first quarter 2008 to the first quarter 2007.

        

      Amount

        

      (In Millions)

         

      2007 net revenue

       

      $93.9 

      Attala costs

       

      4.7 

      Base revenue

       

      2.8 

      Rider revenue

       

      1.9 

      Other

       

      2.2 

      2008 net revenue

       

      $105.5 

      The Attala costs variance is primarily due to an increase in the Attala power plant costs that are recovered through the power management rider. The net income effect of this recovery is limited to a portion representing an allowed return on equity with the remainder offset by Attala power plant costs in other operation and maintenance expenses, depreciation expenses, and taxes other than income taxes. The recovery of Attala power plant costs is discussed in "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Liquidity and Capital Resources- - Use of Capital" in the Form 10-K.

      The base revenue variance is primarily due to a formula rate plan increase effective July 2007. The formula rate plan is discussed in Note 2 to the financial statements in the Form 10-K.

      The rider revenue variance is the result of a storm damage rider that became effective in October 2007. The establishment of this rider results in an increase in rider revenue and a corresponding increase in other operation and maintenance expense for the storm reserve with no impact on net income.

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

      Gross operating revenues increased primarily due to:

      • an increase of $15.0 million in fuel cost recoveries due to higher fuel rates;
      • an increase of $3.6 million in gross wholesale revenue that resulted from a higher volume of sales to affiliated systems; and
      • the base revenue and pass-through rider revenue variances discussed above.

       

      76

       

      Fuel expenses increased primarily due to an increase in the cost of natural gas combined with an increase in the proportion of power generated using that fuel.

      Other regulatory charges increased primarily due to increased recovery through the Grand Gulf Rider of Grand Gulf capacity costs due to higher rates and increased usage. The increase in other regulatory charges was partially offset by decreased recovery of costs associated with the power management recovery rider. There is no material effect on net income due to quarterly adjustments to the power management recovery rider.

      Other Income Statement Variances

      Other operation and maintenance expense increased primarily due to a $2.2 million increase in loss reserves for storm damages and an increase of $2.0 million in fossil expenses primarily related to Attala equipment service agreement expenses and increased materials and supplies expenses.

      Other income decreased primarily due to a gain recorded in 2007 on the sale of non-utility property and lower interest earned on money pool investments.

      Income Taxes

      The effective income tax rates for the first quarters 2008 and 2007 were 31.1% and 35.6%, respectively. The difference between the effective tax rate for the first quarter 2008 and the federal statutory rate of 35.0% is primarily due to book and tax differences related to the allowance for equity funds used during construction and the amortization of investment tax credits, partially offset by state income taxes.

      Liquidity and Capital Resources

      Cash Flow

      Cash flows for the first quarters of 2008 and 2007 were as follows:

       

       

      2008

       

      2007

       

       

      (In Thousands)

       

       

       

       

       

      Cash and cash equivalents at beginning of period

       

      $40,582 

       

      $73,417 

       

       

       

       

       

      Cash flow provided by (used in):

       

       

       

       

       

      Operating activities

       

      (9,123)

       

      (18,033)

       

      Investing activities

       

      (18,299)

       

      84,504 

       

      Financing activities

       

      (9,407)

       

      (102,707)

      Net decrease in cash and cash equivalents

       

      (36,829)

       

      (36,236)

       

       

       

       

       

      Cash and cash equivalents at end of period

       

      $3,753 

       

      $37,181 

      Operating Activities

      Cash flow used in operating activities decreased $8.9 million for the first quarter 2008 compared to the first quarter 2007 primarily due to the timing of payments to vendors partially offset by decreased recovery of deferred fuel costs.

      Investing Activities

      Entergy Mississippi's investing activities used $18.3 million in cash flow for the first quarter 2008 compared to providing $84.5 million for the first quarter 2007 primarily due to the receipt of proceeds in 2007 from funds held in trust in 2006 that were used for the redemption of $100 million of First Mortgage Bonds as discussed below.

       

      77

       

      Financing Activities

      Net cash flow used in financing activities decreased $93.3 million for the first quarter 2008 compared to the first quarter 2007 primarily due to the redemption, prior to maturity, of $100 million of 4.35% Series First Mortgage Bonds in January 2007.

      Capital Structure

      Entergy Mississippi's capitalization is balanced between equity and debt, as shown in the following table.

       

       

      March 31,
      2008

       

      December 31,
      2007

       

       

       

       

       

      Net debt to net capital

       

      49.8%

       

      48.4%

      Effect of subtracting cash from debt

       

      0.2%

       

      1.5%

      Debt to capital

       

      50.0%

       

      49.9%

      Net debt consists of debt less cash and cash equivalents. Debt consists of notes payable, capital lease obligations, and long-term debt, including the currently maturing portion. Capital consists of debt and shareholders' equity. Net capital consists of capital less cash and cash equivalents. Entergy Mississippi uses the net debt to net capital ratio in analyzing its financial condition and believes it provides useful information to its investors and creditors in evaluating Entergy Mississippi's financial condition.

      Uses and Sources of Capital

      See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Liquidity and Capital Resources" in the Form 10-K for a discussion of Entergy Mississippi's uses and sources of capital. Following are updates to the information presented in the Form 10-K.

      Entergy Mississippi's receivables from the money pool were as follows:

      March 31,
      2008

       

      December 31,
      2007

       

      March 31,
      2007

       

      December 31,
      2006

      (In Thousands)

       

       

       

       

       

       

       

      $11,256

       

      $20,997

       

      $29,999

       

      $39,573

      See Note 4 to the financial statements in the Form 10-K for a description of the money pool.

      As discussed in the Form 10-K, Entergy Mississippi has two separate credit facilities in the aggregate amount of $50 million that expire in May 2008. Borrowings under the credit facilities may be secured by a security interest in Entergy Mississippi's accounts receivable. Entergy Mississippi expects to renew both of its credit facilities prior to expiration. No borrowings were outstanding under either facility as of March 31, 2008.

      Significant Factors and Known Trends

      See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Significant Factors and Known Trends" in the Form 10-K for a discussion of state and local rate regulation, federal regulation, the Energy Policy Act of 2005, and utility restructuring. Following is an update to that discussion.

       

      78

       

      State and Local Rate Regulation

      In March 2008, Entergy Mississippi made its annual scheduled formula rate plan filing for the 2007 test year with the MPSC. The filing showed that a $10.1 million increase in annual electric revenues is warranted. The filing is currently being reviewed by the Mississippi Public Utilities Staff.

      Federal Regulation

      See "System Agreement Proceedings" and "Independent Coordinator of Transmission" in the "Significant Factors and Known Trends" section of Entergy Corporation and Subsidiaries Management's Financial Discussion and Analysis for updates to the discussion in the Form 10-K.

      Critical Accounting Estimates

      See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates" in the Form 10-K for a discussion of the estimates and judgments necessary in Entergy Mississippi's accounting for unbilled revenue and qualified pension and other postretirement benefits.

      New Accounting Pronouncements

      See "New Accounting Pronouncements" section of Entergy Corporation and Subsidiaries Management's Financial Discussion and Analysis for a discussion of new accounting pronouncements.

      79

      ENTERGY MISSISSIPPI, INC.

      INCOME STATEMENTS

      For the Three Months Ended March 31, 2008 and 2007

      (Unaudited)

      2008

      2007

      (In Thousands)

      OPERATING REVENUES

      Electric

      $294,850 

      $270,525 

      OPERATING EXPENSES

      Operation and Maintenance:

        Fuel, fuel-related expenses, and

         gas purchased for resale

      78,764 

      70,974 

        Purchased power

      96,099 

      95,835 

        Other operation and maintenance

      51,106 

      45,115 

      Taxes other than income taxes

      14,812 

      15,015 

      Depreciation and amortization

      20,415 

      20,269 

      Other regulatory charges - net

      14,485 

      9,795 

      TOTAL

      275,681 

      257,003 

      OPERATING INCOME

      19,169 

      13,522 

      OTHER INCOME

      Allowance for equity funds used during construction

      776 

      1,676 

      Interest and dividend income

      210 

      1,448 

      Miscellaneous - net

      (661)

      2,252 

      TOTAL

      325 

      5,376 

      INTEREST AND OTHER CHARGES

      Interest on long-term debt

      10,550 

      10,382 

      Other interest - net

      1,136 

      1,235 

      Allowance for borrowed funds used during construction

      (435)

      (1,119)

      TOTAL

      11,251 

      10,498 

      INCOME BEFORE INCOME TAXES

      8,243 

      8,400 

      Income taxes

      2,564 

      2,991 

      NET INCOME

      5,679 

      5,409 

      Preferred dividend requirements and other

      707 

      707 

      EARNINGS APPLICABLE TO

      COMMON STOCK

      $4,972 

      $4,702 

      See Notes to Financial Statements.

       

      80

       

      ENTERGY MISSISSIPPI, INC.
      STATEMENTS OF CASH FLOWS
      For the Three Months Ended March 31, 2008 and 2007
      (Unaudited)
         
        2008 2007
        (In Thousands)
           
      OPERATING ACTIVITIES    
      Net income $5,679   $5,409 
      Adjustments to reconcile net income to net cash flow used in operating activities:    
        Other regulatory charges - net 14,485   9,795 
        Depreciation and amortization 20,415   20,269 
        Deferred income taxes, investment tax credits, and non-current taxes accrued (13,210) (2,936)
        Changes in working capital:    
          Receivables 7,259   11,621 
          Fuel inventory 474   (44)
          Accounts payable (894) (10,893)
          Taxes accrued (9,851) (23,943)
          Interest accrued 1,741   1,697 
          Deferred fuel costs (29,538) (19,802)
          Other working capital accounts (28,170) (15,662)
        Provision for estimated losses and reserves 805   292 
        Changes in other regulatory assets 11,551   18,322 
        Other 10,131   (12,158)
      Net cash flow used in operating activities (9,123) (18,033)
           
      INVESTING ACTIVITIES    
      Construction expenditures (28,474) (29,362)
      Allowance for equity funds used during construction 776   1,676 
      Change in money pool receivable - net 9,741   9,574 
      Change in other temporary investments - net  100,000 
      Proceeds from sale of assets  2,616 
      Payment to storm reserve escrow account (342) 
      Net cash flow provided by (used in) investing activities (18,299) 84,504 
           
      FINANCING ACTIVITIES    
      Retirement of long-term debt  (100,000)
      Dividends paid:    
        Common stock (8,700) (2,000)
        Preferred stock (707) (707)
      Net cash flow used in financing activities (9,407) (102,707)
           
      Net decrease in cash and cash equivalents (36,829) (36,236)
           
      Cash and cash equivalents at beginning of period 40,582   73,417 
           
      Cash and cash equivalents at end of period $3,753   $37,181 
           
      SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:    
      Cash paid/(received) during the period for:    
        Interest - net of amount capitalized $9,419   $9,401 
        Income taxes ($1,025) $- 
           
      See Notes to Financial Statements.    

       

      81

       

      ENTERGY MISSISSIPPI, INC.
      BALANCE SHEETS
      ASSETS
      March 31, 2008 and December 31, 2007
      (Unaudited)
       
       2008 2007
       (In Thousands)
      CURRENT ASSETS    
      Cash and cash equivalents:    
        Cash $857   $117 
        Temporary cash investments - at cost,    
         which approximates market 2,896   40,465 
           Total cash and cash equivalents 3,753   40,582 
      Accounts receivable:    
        Customer  64,123   62,052 
        Allowance for doubtful accounts (679) (615)
        Associated companies 11,100   23,534 
        Other 6,471   8,234 
        Accrued unbilled revenues 28,725   33,535 
           Total accounts receivable 109,740   126,740 
      Accumulated deferred income taxes 11,399   7,686 
      Fuel inventory - at average cost 9,892   10,366 
      Materials and supplies - at average cost 30,567   30,167 
      Gas hedge contracts 30,636   - - 
      Prepayments and other 10,473   13,701 
      TOTAL 206,460   229,242 
           
      OTHER PROPERTY AND INVESTMENTS    
      Investment in affiliates - at equity 5,531   5,531 
      Non-utility property - at cost (less accumulated depreciation) 5,105   5,140 
      Storm reserve escrow account 31,089   30,748 
      Note receivable - Entergy New Orleans 7,610   7,610 
      TOTAL 49,335   49,029 
           
      UTILITY PLANT    
      Electric 2,866,634   2,829,065 
      Property under capital lease 8,795   9,116 
      Construction work in progress 61,337   72,753 
      TOTAL UTILITY PLANT 2,936,766   2,910,934 
      Less - accumulated depreciation and amortization 1,013,928   995,902 
      UTILITY PLANT - NET 1,922,838   1,915,032 
           
      DEFERRED DEBITS AND OTHER ASSETS    
      Regulatory assets:    
        SFAS 109 regulatory asset - net 33,717   29,868 
        Other regulatory assets 126,819   141,717 
      Long-term receivables 819   819 
      Other 24,273   20,562 
      TOTAL 185,628   192,966 
           
      TOTAL ASSETS $2,364,261   $2,386,269 
           
      See Notes to Financial Statements.    
       
      82
       
      ENTERGY MISSISSIPPI, INC.
      BALANCE SHEETS
      LIABILITIES AND SHAREHOLDERS' EQUITY
      March 31, 2008 and December 31, 2007
      (Unaudited)
       
       2008 2007
       (In Thousands)
      CURRENT LIABILITIES    
      Accounts payable:    
        Associated companies $41,403   $46,424 
        Other 40,231   36,104 
      Customer deposits 56,512   55,719 
      Taxes accrued 26,187   36,038 
      Interest accrued 16,935   15,194 
      Deferred fuel costs 47,044   76,582 
      Other 7,750   8,905 
      TOTAL 236,062   274,966 
           
      NON-CURRENT LIABILITIES    
      Accumulated deferred income taxes and taxes accrued 526,533   535,469 
      Accumulated deferred investment tax credits 9,462   9,748 
      Obligations under capital lease 7,466   7,806 
      Other regulatory liabilities 30,822   - - 
      Asset retirement cost liabilities 4,579   4,505 
      Accumulated provisions 51,069   50,264 
      Pension and other postretirement liabilities 57,010   56,946 
      Long-term debt 695,282   695,266 
      Other  42,648   44,243 
      TOTAL 1,424,871   1,404,247 
           
      Commitments and Contingencies    
           
      SHAREHOLDERS' EQUITY    
      Preferred stock without sinking fund 50,381   50,381 
      Common stock, no par value, authorized 15,000,000    
       shares; issued and outstanding 8,666,357 shares in 2008 and 2007 199,326   199,326 
      Capital stock expense and other (690) (690)
      Retained earnings 454,311   458,039 
      TOTAL 703,328   707,056 
           
      TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $2,364,261   $2,386,269 
           
      See Notes to Financial Statements.    
           

       

      83

       

      ENTERGY MISSISSIPPI, INC.
      SELECTED OPERATING RESULTS
      For the Three Months Ended March 31, 2008 and 2007
      (Unaudited)
       
               
          Increase/  
      Description 2008 2007 (Decrease) %
        (Dollars In Millions)  
      Electric Operating Revenues:        
        Residential $ 111  $ 101  $10  10 
        Commercial 99  90  9  10 
        Industrial 42  41  1  2 
        Governmental 10  9  1  11 
           Total retail 262  241  21  9 
        Sales for resale         
          Associated companies 20  16  4  25 
          Non-associated companies 6  6  -  - 
        Other 7  7  -  - - 
           Total  $ 295  $ 270  $25  9 
               
      Billed Electric Energy         
       Sales (GWh):        
        Residential 1,289  1,251  38  3 
        Commercial 1,097  1,070  27  3 
        Industrial 622  653  (31) (5)
        Governmental 95  95  -  - 
           Total retail 3,103  3,069  34  1 
        Sales for resale        
          Associated companies 181  146  35  24 
          Non-associated companies 36  84  (48) (57)
           Total  3,320  3,299  21  1 
               
               
               

      84

       

      ENTERGY NEW ORLEANS, INC.

      MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

       

      Hurricane Katrina

      See the Form 10-K for a discussion of the effects of Hurricane Katrina, which in August 2005 caused catastrophic damage to Entergy New Orleans' service territory, including the effect of extensive flooding that resulted from levee breaks in and around the New Orleans area, and Entergy's initiatives to recover storm restoration and business continuity costs.

      Bankruptcy Proceedings

      See the Form 10-K for a discussion of the significant terms in Entergy New Orleans' plan of reorganization that became effective in May 2007.

      Insurance Claim

      In April 2008, Entergy received from its primary insurer $53.6 million of additional insurance proceeds on its Hurricane Katrina claim, and all of the April 2008 proceeds were allocated to Entergy New Orleans.

      Results of Operations

      Net Income

      Net income increased $4.8 million in the first quarter 2008 compared to the first quarter 2007 primarily due to higher net revenue partially offset by a higher effective income tax rate.

      Net Revenue

      Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory charges. Following is an analysis of the changes in net revenue comparing the first quarter 2008 to the first quarter 2007.

        

      Amount

        

      (In Millions)

         

      2007 net revenue

       

      $50.0 

      Net gas revenue

       

      4.6 

      Volume/weather

       

      3.4 

      Price applied to unbilled electric sales

       

      2.5 

      Other

       

      1.9 

      2008 net revenue

       

      $62.4 

      The net gas revenue variance is primarily due to an increase in base rates and increased usage. Refer to Note 2 to the financial statements in the Form 10-K for a discussion of the base rate increase.

      The volume/weather variance is due to an increase in electricity usage primarily in the residential sector in 2008 compared to the same period in 2007, which increased 72 GWh, an increase of 31%, as customers have returned to service following the losses from Hurricane Katrina.

       

      85

       

      The price applied to unbilled electric sales variance is due to an increase in the fuel cost component of the price applied to unbilled sales. See Note 1 to the financial statements in the Form 10-K for further discussion of the accounting for unbilled revenues.

      Other Income Statement Variances

      Other operation and maintenance expenses increased primarily due to consultant fees and the accrual of an Energy Efficiency Fund effective in the first quarter 2008.

      Reorganization items in 2007 consist primarily of professional fees associated with the bankruptcy case.

      Other income decreased primarily due to a reduction in the allowance for equity funds used during construction related to a decrease in storm-related construction.

      Income Taxes

      The effective income tax rate was 48.8% for the first quarter 2008 and 32.4% for the first quarter 2007. The effective income tax rate for the first quarter 2008 was higher than the federal statutory rate of 35% primarily due to book and tax differences related to utility plant items and state income taxes. The effective income tax rate for the first quarter 2007 was lower than the federal statutory rate of 35% primarily due to book and tax differences related to the allowance of equity funds used during construction and the amortization of deferred income taxes and investment tax credits, partially offset by book and tax differences related to utility plant items and state income taxes.

      Liquidity and Capital Resources

      Cash Flow

      Cash flows for the first quarters of 2008 and 2007 were as follows:

       

       

      2008

       

      2007

       

       

      (In Thousands)

       

       

       

       

       

      Cash and cash equivalents at beginning of period

       

      $92,010 

       

      $17,093 

       

       

       

       

       

      Cash flow provided by (used in):

       

       

       

       

       

      Operating activities

       

      5,212 

       

      17,191 

       

      Investing activities

       

      (71,413)

       

      (3,795)

       

      Financing activities

       

      (482)

       

      (10,000)

      Net increase (decrease) in cash and cash equivalents

       

      (66,683)

       

      3,396 

       

       

       

       

       

      Cash and cash equivalents at end of period

       

      $25,327 

       

      $20,489 

      Operating Activities

      Net cash provided by operating activities decreased $12.0 million for the first quarter 2008 compared to the first quarter 2007 primarily due to the timing of collections of receivables from customers and decreased recovery of deferred fuel costs, partially offset by an increase in net income.

      Investing Activities

      Net cash used in investing activities increased $67.6 million for the first quarter 2008 compared to the first quarter 2007 primarily due to an increase in Entergy New Orleans' receivable from the money pool and proceeds of $10 million received in 2007 related to the sale in the first quarter 2007 of a power plant that had been out of service since 1984.

       

      86

       

      Financing Activities

      Net cash used in financing activities decreased $9.5 million for the first quarter 2008 compared to the first quarter 2007 primarily due to a partial repayment of Entergy New Orleans' borrowings under the debtor in possession credit facility in 2007.

      Capital Structure

      Entergy New Orleans' capitalization is shown in the following table. The increase in net debt to net capital ratio is primarily due to the decrease in cash and cash equivalents as a result of n increase in Entergy New Orleans' money pool receivable.

       

       

      March 31,
      2008

       

      December 31,
      2007

       

       

       

       

       

      Net debt to net capital

       

      57.6%

       

      51.8%

      Effect of subtracting cash from debt

      2.1%

      8.8%

      Debt to capital

       

      59.7%

       

      60.6%

      Net debt consists of debt less cash and cash equivalents. Debt consists of notes payable and long-term debt, including the currently maturing portion. Capital consists of debt and shareholders' equity. Net capital consists of capital less cash and cash equivalents. Entergy New Orleans uses the net debt to net capital ratio in analyzing its financial condition and believes it provides useful information to its investors and creditors in evaluating Entergy New Orleans' financial condition.

      Uses and Sources of Capital

      See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Liquidity and Capital Resources" in the Form 10-K for a discussion of Entergy New Orleans' uses and sources of capital. The following are updates to the Form 10-K.

      Entergy New Orleans' receivables from or (payables to) the money pool were as follows:

      March 31,
      2008

       

      December 31,
      2007

       

      March 31,
      2007

       

      December 31,
      2006

      (In Thousands)

       

       

       

       

       

       

       

      $94,689

       

      $47,705

       

      ($37,166)

       

      ($37,166)

      See Note 4 to the financial statements in the Form 10-K for a description of the money pool. As discussed in the Form 10-K, in May 2007, Entergy New Orleans issued notes in satisfaction of its affiliate prepetition accounts payable, including its indebtedness to the Entergy System money pool.

      87

      Significant Factors and Known Trends

      See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Significant Factors and Known Trends" in the Form 10-K for a discussion of state and local rate regulation, federal regulation, the Energy Policy Act of 2005, and environmental risks. The following are updates to the Form 10-K.

      State and Local Rate Regulation

      Retail Rates

      In January 2008, Entergy New Orleans voluntarily implemented a 6.15% base rate credit for electric customers, which Entergy New Orleans estimates will return $10.6 million to electric customers in 2008. Entergy New Orleans was able to implement this credit because the recovery of New Orleans after Hurricane Katrina has been occurring faster than expected. In addition, Entergy New Orleans also set aside $2.5 million for an Energy Efficiency Fund.

      Fuel Adjustment Clause Litigation

      See the Form 10-K for a discussion of the complaint filed in April 1999 by a group of ratepayers against Entergy New Orleans, Entergy Corporation, Entergy Services, and Entergy Power in state court in Orleans Parish purportedly on behalf of all Entergy New Orleans ratepayers and a corresponding complaint filed with the City Council. In February 2004, the City Council approved a resolution that resulted in a refund to customers of $11.3 million, including interest, during the months of June through September 2004. In May 2005 the Civil District Court for the Parish of Orleans affirmed the City Council resolution, finding no support for the plaintiffs' claim that the refund amount should be higher. In June 2005, the plaintiffs appealed the Civil District Court decision to the Louisiana Fourth Circuit Court of Appeal. On February 25, 2008, the Fourth Circuit Court of Appeal issued a decision affirming in part, and reversing in part, the Civil District Court's decision.  Although the Fourth Circuit Court of Appeal did not reverse any of the substantive findings and conclusions of the City Council or the Civil District Court, the Fourth Circuit found that the amount of the refund was arbitrary and capricious and increased the amount of the refund to $34.3 million.  Entergy New Orleans believes that the increase in the refund ordered by the Fourth Circuit is not justified. Entergy New Orleans, the City Council, and the plaintiffs requested rehearing, and in April 2008, the Fourth Circuit granted the plaintiffs' request for rehearing. In addition to changing the basis for the court's decision in the manner requested by the plaintiffs, the court also granted the plaintiffs' request that it provide for interest on the refund amount. The court denied the motions for rehearing filed by the City Council and Entergy New Orleans. In May 2008, Entergy New Orleans and the City Council filed petitions for appeal to the Louisiana Supreme Court, which has been opp osed by the plaintiffs, and filed with the Louisiana Supreme Court applications for a writ of certiorari seeking, among other things, reversal of the Fourth Circuit decision.

      Federal Regulation

      See "System Agreement Proceedings" and "Independent Coordinator of Transmission" in the "Significant Factors and Known Trends" section of Entergy Corporation and Subsidiaries Management's Financial Discussion and Analysis for updates to the discussion in the Form 10-K.

      Critical Accounting Estimates

      See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates" in the Form 10-K for a discussion of the estimates and judgments necessary in Entergy New Orleans' accounting for unbilled revenue and qualified pension and other postretirement benefits.

      New Accounting Pronouncements

      See "New Accounting Pronouncements" section of Entergy Corporation and Subsidiaries Management's Financial Discussion and Analysis for a discussion of new accounting pronouncements.

      88

       

      ENTERGY NEW ORLEANS, INC.
      INCOME STATEMENTS
      For the Three Months Ended March 31, 2008 and 2007
      (Unaudited)
        
        2008 2007
        (In Thousands)
           
      OPERATING REVENUES    
      Electric $140,228   $121,619 
      Natural gas 51,127   47,023 
      TOTAL 191,355   168,642 
           
      OPERATING EXPENSES    
      Operation and Maintenance:    
        Fuel, fuel-related expenses, and    
         gas purchased for resale 79,898   77,431 
        Purchased power 48,011   40,159 
        Other operation and maintenance 24,820   22,205 
      Taxes other than income taxes 10,134   9,774 
      Depreciation and amortization 8,094   8,123 
      Reorganization items - -   2,343 
      Other regulatory charges - net 1,030   1,033 
      TOTAL 171,987   161,068 
           
      OPERATING INCOME  19,368   7,574 
           
      OTHER INCOME    
      Allowance for equity funds used during construction 78   1,191 
      Interest and dividend income 2,354   2,733 
      Miscellaneous - net (762) (179)
      TOTAL 1,670   3,745 
           
      INTEREST AND OTHER CHARGES   
      Interest on long-term debt 3,242   3,245 
      Other interest - net 2,332   4,309 
      Allowance for borrowed funds used during construction (50) (898)
      TOTAL 5,524   6,656 
           
      INCOME BEFORE INCOME TAXES 15,514   4,663 
           
      Income taxes 7,567   1,513 
           
      NET INCOME  7,947   3,150 
           
      Preferred dividend requirements and other 241   241 
           
      EARNINGS APPLICABLE TO     
      COMMON STOCK $7,706   $2,909 
           
      See Notes to Financial Statements.    
           

      89

       

       

       

       

       

       

       

       

       

      (Page left blank intentionally)

      90

       

       

       

      ENTERGY NEW ORLEANS, INC.
      STATEMENTS OF CASH FLOWS
      For the Three Months Ended March 31, 2008 and 2007
      (Unaudited)
         
        2008 2007
        (In Thousands)
      OPERATING ACTIVITIES    
      Net income  $7,947   $3,150 
      Adjustments to reconcile net income to net cash flow provided by operating activities:    
        Other regulatory charges - net 1,030   1,033 
        Depreciation and amortization 8,094   8,123 
        Deferred income taxes, investment tax credits, and non-current taxes accrued 11,702   15,615 
        Changes in working capital:    
          Receivables (13,306) (6,626)
          Fuel inventory 3,727   4,843 
          Accounts payable 2,010   15,069 
          Taxes accrued (2,212) 7,123 
          Interest accrued (2,165) (1,377)
          Deferred fuel costs (8,509) 2,207 
          Other working capital accounts (5,734) (5,790)
        Provision for estimated losses and reserves 867   421 
        Changes in other regulatory assets 3,128   (1,175)
        Other (1,367) (25,425)
      Net cash flow provided by operating activities 5,212   17,191 
           
      INVESTING ACTIVITIES    
      Construction expenditures (22,760) (17,836)
      Allowance for equity funds used during construction 78   1,191 
      Insurance proceeds - -   2,804 
      Proceeds from the sale of assets - -   10,046 
      Change in money pool receivable - net (46,984) - - 
      Changes in other investments - net (1,747) - - 
      Net cash flow used in investing activities (71,413) (3,795)
           
      FINANCING ACTIVITIES    
      Repayment of DIP credit facility - -   (9,908)
      Dividends paid:    
        Preferred stock (482) (92)
      Net cash flow used in financing activities (482) (10,000)
           
      Net increase (decrease) in cash and cash equivalents (66,683) 3,396 
           
      Cash and cash equivalents at beginning of period 92,010   17,093 
           
      Cash and cash equivalents at end of period $25,327   $20,489 
           
      SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:    
      Cash paid during the period for:    
        Interest - net of amount capitalized $7,552  $8,745 
        Income taxes $716  $- 
           
      See Notes to Financial Statements.    
           

      91

       

      ENTERGY NEW ORLEANS, INC.
      BALANCE SHEETS
      ASSETS
      March 31, 2008 and December 31, 2007
      (Unaudited)
       
           
       2008 2007
       (In Thousands)
           
      CURRENT ASSETS    
      Cash and cash equivalents    
        Cash  $969   $119 
        Temporary cash investments - at cost    
         which approximates market 24,358   91,891 
           Total cash and cash equivalents 25,327   92,010 
      Accounts receivable:    
        Customer  52,027   45,478 
        Allowance for doubtful accounts (1,023) (4,639)
        Associated companies 114,820   58,952 
        Other 5,385   9,928 
        Accrued unbilled revenues 23,642   24,842 
           Total accounts receivable 194,851   134,561 
      Deferred fuel costs 25,790   17,281 
      Fuel inventory - at average cost 773   4,500 
      Materials and supplies - at average cost 9,093   9,007 
      Prepayments and other 7,487   2,539 
      TOTAL 263,321   259,898 
           
      OTHER PROPERTY AND INVESTMENTS    
      Investment in affiliates - at equity 3,259   3,259 
      Non-utility property at cost (less accumulated depreciation) 1,016   1,016 
      Other property and investments 7,019   5,272 
      TOTAL 11,294   9,547 
           
      UTILITY PLANT    
      Electric 755,888   745,426 
      Natural gas 205,139   201,870 
      Construction work in progress 7,524   14,144 
      TOTAL UTILITY PLANT 968,551   961,440 
      Less - accumulated depreciation and amortization 515,616   507,537 
      UTILITY PLANT - NET 452,935   453,903 
           
      DEFERRED DEBITS AND OTHER ASSETS    
      Regulatory assets:    
        Other regulatory assets 146,437   143,726 
      Long term receivables 126   126 
      Other 9,687   8,995 
      TOTAL 156,250   152,847 
           
      TOTAL ASSETS $883,800   $876,195 
           
      See Notes to Financial Statements.    
       
      92
       
      ENTERGY NEW ORLEANS, INC.
      BALANCE SHEETS
      LIABILITIES AND SHAREHOLDERS' EQUITY
      March 31, 2008 and December 31, 2007
      (Unaudited)
       
           
       2008 2007
       (In Thousands)
       
      CURRENT LIABILITIES    
      Currently maturing long-term debt $30,000   $30,000 
      Accounts payable:    
        Associated companies 19,142   27,138 
        Other 33,372   23,366 
      Customer deposits 18,519   17,803 
      Taxes accrued 2,769   4,981 
      Accumulated deferred income taxes 6,088   1,754 
      Interest accrued 3,052   5,217 
      Other 8,287   9,944 
      TOTAL CURRENT LIABILITIES 121,229   120,203 
           
      NON-CURRENT LIABILITIES    
      Accumulated deferred income taxes and taxes accrued 118,426   114,729 
      Accumulated deferred investment tax credits 2,723   2,809 
      SFAS 109 regulatory liability - net 75,657   73,613 
      Other regulatory liabilities 9,522   9,522 
      Retirement cost liability 2,819   2,772 
      Accumulated provisions 15,196   14,329 
      Pension and other postretirement liabilities 14,521   15,484 
      Long-term debt 273,704   273,912 
      Gas system rebuild insurance proceeds 30,708   36,958 
      Other  14,365   14,640 
      TOTAL NON-CURRENT LIABILITIES 557,641   558,768 
           
           
      Commitments and Contingencies    
           
      SHAREHOLDERS' EQUITY    
      Preferred stock without sinking fund 19,780   19,780 
      Common stock, $4 par value, authorized 10,000,000    
       shares; issued and outstanding 8,435,900 shares in 2008    
       and 2007 33,744   33,744 
      Paid-in capital 36,294   36,294 
      Retained earnings 115,112   107,406 
      TOTAL 204,930   197,224 
           
      TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $883,800   $876,195 
           
      See Notes to Financial Statements.    
           

      93

       

      ENTERGY NEW ORLEANS, INC.
      SELECTED OPERATING RESULTS
      For the Three Months Ended March 31, 2008 and 2007
      (Unaudited)
       
               
            Increase/  
      Description 2008 2007 (Decrease) %
        (Dollars In Millions)  
      Electric Operating Revenues:        
        Residential $33  $25  $8   32 
        Commercial 40  38   
        Industrial 10  10   - - 
        Governmental 16  15   
           Total retail 99  88  11   13 
        Sales for resale        
          Associated companies 36  34   
          Other 5  -   - - 
           Total  $140  $122  $18   15 
               
      Billed Electric Energy         
       Sales (GWh):        
        Residential 306  234  72   31 
        Commercial 408  395  13   
        Industrial 131  137  (6) (4)
        Governmental 178  164  14   
           Total retail 1,023  930  93   10 
        Sales for resale        
          Associated companies 326  350  (24) (7)
          Non-associated companies 3  2   50 
           Total  1,352  1,282  70   
               
               

      94

       

      SYSTEM ENERGY RESOURCES, INC.

      MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

       

      Results of Operations

      System Energy's principal asset consists of a 90% ownership and leasehold interest in Grand Gulf. The capacity and energy from its 90% interest is sold under the Unit Power Sales Agreement to its only four customers, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans. System Energy's operating revenues are derived from the allocation of the capacity, energy, and related costs associated with its 90% interest in Grand Gulf pursuant to the Unit Power Sales Agreement. Payments under the Unit Power Sales Agreement are System Energy's only source of operating revenues.

      Net income decreased $5.7 million for the first quarter 2008 compared to the first quarter 2007. The decrease is primarily due to a decrease in rate base in the first quarter 2008 compared to the same period in 2007 resulting in lower operating income. Lower interest income earned on money pool investments also contributed to the decrease in net income.

      Liquidity and Capital Resources

      Cash Flow

      Cash flows for the first quarters of 2008 and 2007 were as follows:

       

       

      2008

       

      2007

       

       

      (In Thousands)

       

       

       

       

       

      Cash and cash equivalents at beginning of period

       

      $105,005 

       

      $135,012 

       

       

       

       

       

      Cash flow provided by (used in):

       

       

       

       

       

      Operating activities

       

      52,852 

       

      59,420 

       

      Investing activities

       

      (77,502)

       

      (31,754)

       

      Financing activities

       

      (49,301)

       

      (45,835)

      Net decrease in cash and cash equivalents

       

      (73,951)

       

      (18,169)

       

       

       

       

       

      Cash and cash equivalents at end of period

       

      $31,054  

       

      $116,843 

      Investing Activities

      The increase of $45.7 million in net cash used by investing activities in the first quarter 2008 compared to the first quarter 2007 is primarily due to an increase in System Energy's receivable from the money pool.

      Capital Structure

      System Energy's capitalization is balanced between equity and debt, as shown in the following table.

       

       

      March 31,
      2008

       

      December 31,
      2007

       

       

       

       

       

      Net debt to net capital

       

      48.7%

       

      47.4%

      Effect of subtracting cash from debt

       

      0.9%

       

      3.2%

      Debt to capital

       

      49.6%

       

      50.6%

      95

      Net debt consists of debt less cash and cash equivalents. Debt consists of notes payable, capital lease obligations, and long-term debt, including the currently maturing portion. Capital consists of debt and common shareholder's equity. Net capital consists of capital less cash and cash equivalents. System Energy uses the net debt to net capital ratio in analyzing its financial condition and believes it provides useful information to its investors and creditors in evaluating System Energy's financial condition.

      Uses and Sources of Capital

      See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Liquidity and Capital Resources" in the Form 10-K for a discussion of System Energy's uses and sources of capital. The following is an update to the Form 10-K.

      System Energy's receivables from the money pool were as follows:

      March 31,
      2008

       

      December 31,
      2007

       

      March 31,
      2007

       

      December 31,
      2006

      (In Thousands)

       

       

       

       

       

       

       

      $111,245

       

      $53,620

       

      $99,031

       

      $88,231

      See Note 4 to the financial statements in the Form 10-K for a description of the money pool.

      Significant Factors and Known Trends

      See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Significant Factors and Known Trends" in the Form 10-K for a discussion of the Energy Policy Act of 2005, nuclear matters, and environmental risks. The following is an update to the Form 10-K.

      System Energy Rate Proceeding

      In March 2008, the LPSC filed a complaint at the FERC under Federal Power Act section 206 against System Energy and Entergy Services. The complaint requests that the FERC set System Energy's rate of return on common equity at no more than 9.75%. The LPSC's complaint further requests that System Energy base its decommissioning and depreciation expenses on a 60-year useful life for Grand Gulf as opposed to the 40-year life specified in the existing NRC operating license. The APSC, the City of New Orleans, the MPSC, and other parties have intervened in the proceeding. System Energy filed its answer to the complaint in April 2008, in which it denies the allegations of the LPSC and requests that the FERC dismiss the complaint without a hearing.

      Critical Accounting Estimates

      See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates" in the Form 10-K for a discussion of the estimates and judgments necessary in System Energy's accounting for nuclear decommissioning costs and qualified pension and other postretirement benefits.

      New Accounting Pronouncements

      See "New Accounting Pronouncements" section of Entergy Corporation and Subsidiaries Management's Financial Discussion and Analysis for a discussion of new accounting pronouncements.

      96

       

       

      SYSTEM ENERGY RESOURCES, INC.
      INCOME STATEMENTS
      For the Three Months Ended March 31, 2008 and 2007
      (Unaudited)
          
        2008 2007
        (In Thousands)
           
      OPERATING REVENUES    
      Electric $114,372   $126,157 
           
      OPERATING EXPENSES    
      Operation and Maintenance:    
        Fuel, fuel-related expenses, and    
         gas purchased for resale 10,616   8,388 
        Nuclear refueling outage expenses 4,204   4,535 
        Other operation and maintenance 24,989  24,237 
      Decommissioning 6,724   6,255 
      Taxes other than income taxes (2,072) 8,411 
      Depreciation and amortization 26,555   25,962 
      Other regulatory credits - net (1,986) (1,960)
      TOTAL 69,030   75,828 
           
      OPERATING INCOME 45,342   50,329 
           
      OTHER INCOME    
      Allowance for equity funds used during construction 1,129   416 
      Interest and dividend income 2,547   5,815 
      Miscellaneous - net (167) (79)
      TOTAL 3,509   6,152 
           
      INTEREST AND OTHER CHARGES   
      Interest on long-term debt 11,962   12,353 
      Other interest - net 43   16 
      Allowance for borrowed funds used during construction (378) (135)
      TOTAL 11,627   12,234 
           
      INCOME BEFORE INCOME TAXES 37,224   44,247 
           
      Income taxes 15,623  16,950 
           
      NET INCOME $21,601   $27,297 
           
      See Notes to Financial Statements.    

       

      97

       

       

       

       

       

       

       

       

       

      (Page left blank intentionally)

      98

       

      SYSTEM ENERGY RESOURCES, INC.
      STATEMENTS OF CASH FLOWS
      For the Three Months Ended March 31, 2008 and 2007
      (Unaudited)
         
        2008 2007
        (In Thousands)
           
      OPERATING ACTIVITIES    
      Net income $21,601   $27,297 
      Adjustments to reconcile net income to net cash flow provided by operating activities:    
        Other regulatory credits - net (1,986) (1,960)
        Depreciation, amortization, and decommissioning 33,279   32,217 
        Deferred income taxes, investment tax credits, and non-current taxes accrued 24,917   57,248 
        Changes in working capital:    
          Receivables 29,425   969 
          Accounts payable (10,550) 17,411 
          Taxes accrued - -   (47,988)
          Interest accrued (32,863) (31,678)
          Other working capital accounts (34,307) (17,321)
        Changes in other regulatory assets (536) 721 
        Other 23,872   22,504 
      Net cash flow provided by operating activities 52,852   59,420 
           
      INVESTING ACTIVITIES    
      Construction expenditures (13,376) (14,275)
      Allowance for equity funds used during construction 1,129   416 
      Nuclear fuel purchases - -   (56,279)
      Proceeds from sale/leaseback of nuclear fuel - -   56,370 
      Proceeds from nuclear decommissioning trust fund sales 35,097  27,337 
      Investment in nuclear decommissioning trust funds (42,727) (34,523)
      Change in money pool receivable - net (57,625) (10,800)
      Net cash flow used in investing activities (77,502) (31,754)
           
      FINANCING ACTIVITIES    
      Retirement of long-term debt (26,701) (23,335)
      Dividends paid:    
        Common stock (22,600) (22,500)
      Net cash flow used in financing activities (49,301) (45,835)
           
      Net decrease in cash and cash equivalents (73,951) (18,169)
           
      Cash and cash equivalents at beginning of period 105,005   135,012 
           
      Cash and cash equivalents at end of period $31,054   $116,843 
           
      SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:    
      Cash paid during the period for:    
        Interest - net of amount capitalized $43,584   $42,592 
        Income taxes $36   $- 
           
      See Notes to Financial Statements.    
           

       

      99

       

       

      SYSTEM ENERGY RESOURCES, INC.
      BALANCE SHEETS
      ASSETS
      March 31, 2008 and December 31, 2007
      (Unaudited)
             
        2008 2007
       (In Thousands)
             
      CURRENT ASSETS      
      Cash and cash equivalents:      
        Cash   $582  $406
        Temporary cash investments - at cost,      
         which approximates market   30,472  104,599
           Total cash and cash equivalents   31,054  105,005
      Accounts receivable:      
        Associated companies   142,088  112,598
        Other   2,631  3,921
           Total accounts receivable   144,719  116,519
      Materials and supplies - at average cost   71,555  68,613
      Deferred nuclear refueling outage costs   10,170  13,640
      Prepayments and other   44,060  9,225
      TOTAL   301,558  313,002
             
      OTHER PROPERTY AND INVESTMENTS    
      Decommissioning trust funds   306,906  315,654
      Note receivable - Entergy New Orleans   25,560  25,560
      TOTAL   332,466  341,214
             
      UTILITY PLANT    
      Electric   3,282,575  3,273,390
      Property under capital lease   475,157  475,157
      Construction work in progress   92,462  88,296
      Nuclear fuel under capital lease   73,832  81,616
      Nuclear fuel   6,785  7,656
      TOTAL UTILITY PLANT   3,930,811  3,926,115
      Less - accumulated depreciation and amortization   2,129,214  2,101,484
      UTILITY PLANT - NET   1,801,597  1,824,631
             
      DEFERRED DEBITS AND OTHER ASSETS    
      Regulatory assets:      
        SFAS 109 regulatory asset - net   91,071  93,083
        Other regulatory assets   275,884  274,202
      Other   12,291  12,628
      TOTAL   379,246  379,913
             
      TOTAL ASSETS   $2,814,867  $2,858,760
             
      See Notes to Financial Statements.      
       
      100
       
      SYSTEM ENERGY RESOURCES, INC.
      BALANCE SHEETS
      LIABILITIES AND SHAREHOLDER'S EQUITY
      March 31, 2008 and December 31, 2007
      (Unaudited)
             
        2008 2007
       (In Thousands)
       
      CURRENT LIABILITIES    
      Currently maturing long-term debt   $28,440  $26,701
      Accounts payable:      
        Associated companies   3,292  8,902
        Other   24,242  29,182
      Accumulated deferred income taxes   3,171  4,494
      Interest accrued   14,540  47,403
      Obligations under capital leases   30,058  30,058
      TOTAL   103,743  146,740
             
      NON-CURRENT LIABILITIES    
      Accumulated deferred income taxes and taxes accrued   335,773  314,991
      Accumulated deferred investment tax credits   64,315  65,184
      Obligations under capital leases   43,819  51,558
      Other regulatory liabilities   253,026  243,450
      Decommissioning   375,284  368,559
      Accumulated provisions   2,469  2,469
      Pension and other postretirement liabilities   30,226  30,031
      Long-term debt   744,844  773,266
      Other    -  145
      TOTAL   1,849,756  1,849,653
             
      Commitments and Contingencies      
             
      SHAREHOLDER'S EQUITY    
      Common stock, no par value, authorized 1,000,000 shares;      
       issued and outstanding 789,350 shares in 2008 and 2007   789,350  789,350
      Retained earnings   72,018  73,017
      TOTAL   861,368  862,367
             
      TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY   $2,814,867  $2,858,760
             
      See Notes to Financial Statements.      

      101

      ENTERGY CORPORATION AND SUBSIDIARIES

      PART II. OTHER INFORMATION

      Item 1. Legal Proceedings

      See "PART I, Item 1, Litigation" in the Form 10-K for a discussion of legal, administrative, and other regulatory proceedings affecting Entergy.

      Item 1A. Risk Factors

      There have been no material changes to the risk factors discussed in "PART I, Item 1A, Risk Factors" in the Form 10-K.

      Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

      Issuer Purchases of Equity Securities (1)

      Period

       

      Total Number of
      Shares Purchased

       

      Average Price Paid
      per Share

       

      Total Number of
      Shares Purchased
      as Part of a
      Publicly
      Announced Plan

       

      Maximum $
      Amount
      of Shares that May
      Yet be Purchased
      Under a Plan (2)

       

       

       

       

       

       

       

       

       

      1/01/2008-1/31/2008

       

      151,100

       

      $118.95

       

      151,100

       

      $1,002,605,862

      2/01/2008-2/29/2008

       

      785,000

       

      $106.68

       

      785,000

       

      $921,455,080

      3/01/2008-3/31/2008

       

      532,100

       

      $106.11

       

      532,100

       

      $867,033,426

      Total

       

      1,468,200

       

      $107.74

       

      1,468,200

       

       

      (1)

      In accordance with Entergy's stock-based compensation plans, Entergy periodically grants stock options to key employees, which may be exercised to obtain shares of Entergy's common stock. According to the plans, these shares can be newly issued shares, treasury stock, or shares purchased on the open market. Entergy's management has been authorized by the Board to repurchase on the open market shares up to an amount sufficient to fund the exercise of grants under the plans. In addition to this authority, on January 29, 2007, the Board approved a repurchase program under which Entergy is authorized to repurchase up to $1.5 billion of its common stock. The program does not have an expiration date, but Entergy expects to complete it in 2008. In January 2008, the Board authorized an incremental $500 million share repurchase program to enable Entergy to consider opportunistic purchases in response to equity market conditions. See Note 12 to the financial statements in the Form 10-K for additional discussion of the stock-based compensation plans.

      (2)

      Maximum amount of shares that may yet be repurchased relates only to the $1.5 billion and $500 million plans and does not include an estimate of the amount of shares that may be purchased to fund the exercise of grants under the stock-based compensation plans.

      The amount of share repurchases may vary as a result of material changes in business results or capital spending or new investment opportunities.

      102

      Item 5. Other Information

      Affiliate Purchased Power Agreements

      See the Part I, Item 1 of the Form 10-K for a discussion of the FERC proceeding involving the purchased power agreements entered by Entergy Louisiana and Entergy New Orleans to procure electric power from affiliates, the FERC's decision in the proceeding, and the LPSC's appeal of that decision. On April 10, 2008, the LPSC filed its initial brief with the D.C. Circuit. In its initial brief, the LPSC argues the FERC erred: (1) in concluding that Entergy Arkansas' short term sale of capacity and energy to third parties did not trigger the obligation to offer a right of first refusal with respect to this capacity to the other Utility operating companies pursuant to the provisions of the System Agreement; and (2) by approving an allocation of baseload generating resources that unduly preferred Entergy New Orleans and unduly discriminated against Entergy Gulf States Louisiana. The joint brief of the Utility operating companies, the APSC, the MPSC, and the City Council is due June 24, 2008 .

      Franchises and Certificates

      As discussed in the Form 10-K, on December 28, 2007, the Texas Industrial Energy Consumers (TIEC) filed a petition asking the PUCT to declare that Entergy Gulf States, Inc. was required to obtain prior PUCT approval in connection with Entergy Texas' acquisition of its certificate of convenience and necessity as part of the jurisdictional separation of Entergy Gulf States, Inc. into Entergy Texas and Entergy Gulf States Louisiana.  The TIEC further requested that the PUCT declare Entergy Texas' acquisition of the certificate of convenience and necessity null and void if it occurred without prior PUCT approval.  Entergy Texas filed responses challenging the TIEC's petition and requesting dismissal of the petition. The PUCT staff in a pleading in the proceeding stated its view that no approval by the PUCT of the jurisdictional separation was necessary. The administrative law judge declined to dismiss TIEC's petition, and the PUCT did not vote to hear Entergy Texas' appeal of the administrative law judge's order.

      To resolve expeditiously any outstanding related issues, on March 31, 2008, Entergy Texas filed a request with the PUCT for approval of the allocation to Entergy Texas of the certificate of convenience and necessity to the extent the PUCT finds such an approval is necessary. The PUCT staff recommended, and the administrative law judge ordered, that this proceeding be abated pending a decision on the TIEC petition. Entergy Texas has appealed the abatement order to the PUCT. On May 1, 2008, the administrative law judge issued an order unabating the proceeding initiated by Entergy Texas in order to facilitate expedient processing of the proceeding. The administrative law judge has requested comments on whether the proceeding initiated by TIEC should be consolidated with Entergy Texas' request for approval of the allocation of the certificate of convenience and necessity.

      Entergy Texas continues to believe that no regulatory approval by the PUCT of the jurisdictional separation was necessary and that the ultimate resolution of this matter will not affect the jurisdictional separation of Entergy Gulf States, Inc.

      Environmental Regulation

      Ozone Non-attainment

      Entergy Texas and Entergy Gulf States Louisiana each operate fossil-fueled generating units in geographic areas that are not in attainment of the currently-enforced national ambient air quality standards for ozone. Texas non-attainment areas that affect Entergy are the Houston-Galveston and the Beaumont-Port Arthur areas. In Louisiana, Entergy is affected by the non-attainment status of the Baton Rouge area. Areas in non-attainment are classified as "marginal", "moderate," "serious," or "severe." When an area fails to meet the ambient air standard, the EPA requires state regulatory authorities to prepare state implementation plans meant to cause progress toward bringing the area into attainment with applicable standards.

      In April 2004, the EPA issued a final rule, effective June 2005, revoking the 1-hour ozone standard, including designations and classifications. In a separate action over the same period, the EPA enacted 8-hour ozone non-attainment classifications and stated that areas designated as

       

      103

       

      non-attainment under a new 8-hour ozone standard shall have one year to adjust to the new requirements with submittal of a new attainment plan. For Louisiana, the Baton Rouge area is currently classified as a ''marginal" (rather than "severe") non-attainment area under the new standard with an attainment date of June 15, 2007. On March 21, 2008 the EPA published a notice that the Baton Rouge area had failed to meet the standard by the attainment date and was proceeding with a "bump-up" of the area to the next higher non-attainment level. The Baton Rouge area is now classified as "moderate" non-attainment under the new standard with an attainment date of June 15, 2010.

      For Texas, the Beaumont-Port Arthur area is currently classified as a "marginal" (rather than "serious") non-attainment area under the new standard with an attainment date of June 15, 2007. On March 18, 2008 the EPA published a notice that the Beaumont-Port Arthur area had failed to meet the standard by the attainment date and was proceeding with a "bump-up" of the area to the next higher non-attainment level. The Houston-Galveston area is now classified as "moderate" non-attainment under the new standard with an attainment date of June 15, 2010. On June 15, 2007, the Texas governor petitioned the EPA to reclassify the Houston-Galveston area from "moderate" to "severe" with an attainment date of June 15, 2019. EPA consideration of the petition is still pending.

      In December 2006, the EPA's revocation of the 1-hour ozone standard was rejected by the courts. As a result, numerous requirements can return for areas that fail to meet 1-hour ozone levels by dates set by the law. These requirements include the potential to increase fees significantly for plants operating in these areas. In addition, it is possible that new emission controls may be required. Specific costs of compliance cannot be estimated at this time, but Entergy is monitoring development of the respective state implementation plans and will develop specific compliance strategies as the plans move through the adoption process.

      On March 12, 2008 the EPA reduced the National Ambient Air Quality Standard for ozone, which will in turn place additional counties and parishes in which Entergy operates in nonattainment status. States will develop State Implementation Plans that outline control requirements to enable these counties and parishes to reach attainment status. Entergy facilities in these areas will be subject to installation of NOx controls, but the degree of control will not be known until the State Implementation Plans are developed. Entergy will monitor and be involved in the State Implementation Plans development process in states where Entergy has facilities.

      316(b) Cooling Water Intake Structures

      In March 2008, the NYDEC issued a draft water quality certification and a draft discharge permit for FitzPatrick, opening a 30-day public comment period on these documents. The certification, or a waiver or exemption of the same, is required by section 401 of the federal Clean Water Act as a supporting document to the NRC's license renewal decision. The discharge permit action is not related to the license renewal decision. The NYDEC received comments on the draft documents from Entergy and from the public, and New York law requires that a hearing now be held on these public comments prior to the issuance of a final discharge permit or water quality certification. In response, the NYDEC issued a draft denial without prejudice of the certification because the NYDEC asks for more information before making a final decision. The NYDEC is required to begin hearings on both draft documents in the near term. FitzPatrick, having filed a timely and complete application for permit renewal, continues to operate under its former discharge permit.

      104

      Earnings Ratios (Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

      The Registrant Subsidiaries have calculated ratios of earnings to fixed charges and ratios of earnings to combined fixed charges and preferred dividends/distributions pursuant to Item 503 of Regulation S-K of the SEC as follows:

       

      Ratios of Earnings to Fixed Charges

       

      Twelve Months Ended

       

      December 31,

       

      March 31,

       

      2003

       

      2004

       

      2005

       

      2006

       

      2007

       

      2008

                  

      Entergy Arkansas

      3.17

       

      3.37

       

      3.75

       

      3.37

       

      3.19

       

      3.14

      Entergy Gulf States Louisiana

      1.51

       

      3.04

       

      3.34

       

      3.01

       

      2.84

       

      2.96

      Entergy Louisiana

      3.93

       

      3.60

       

      3.50

       

      3.23

       

      3.44

       

      3.53

      Entergy Mississippi

      3.06

       

      3.41

       

      3.16

       

      2.54

       

      3.22

       

      3.22

      Entergy New Orleans

      1.73

       

      3.60

       

      1.22

       

      1.52

       

      2.74

       

      3.46

      System Energy

      3.66

       

      3.95

       

      3.85

       

      4.05

       

      3.95

       

      3.84

       

      Ratios of Earnings to Combined Fixed Charges
      and Preferred Dividends/Distributions

       

      Twelve Months Ended

       

      December 31,

       

      March 31,

       

      2003

       

      2004

       

      2005

       

      2006

       

      2007

       

      2008

                  

      Entergy Arkansas

      2.79

       

      2.98

       

      3.34

       

      3.06

       

      2.88

       

      2.83

      Entergy Gulf States Louisiana

      1.45

       

      2.90

       

      3.18

       

      2.90

       

      2.73

       

      2.87

      Entergy Louisiana

      -

       

      -

       

      -

       

      2.90

       

      3.08

       

      3.13

      Entergy Mississippi

      2.77

       

      3.07

       

      2.83

       

      2.34

       

      2.97

       

      2.97

      Entergy New Orleans

      1.59

       

      3.31

       

      1.12

       

      1.35

       

      2.54

       

      3.16

       

      Item 6. Exhibits *

       

      4(a)

      Instrument of Correction dated March 20, 2008, to Debt Assumption Agreement dated as of December 31, 2007, between Entergy Gulf States Louisiana, L.L.C. and Entergy Texas, Inc.

         
       

      4(b)

      Act of Correction to Mortgage and Security Agreement dated March 20, 2008, between Entergy Gulf States Louisiana, L.L.C. and Entergy Texas, Inc.

         
       

      4(c)

      First Amendment to Mortgage, Deed of Trust, and Security Agreement dated March 20, 2008, among Entergy Gulf States Louisiana, L.L.C., Entergy Texas, Inc., and Mark G. Otts, as Trustee.

         
       

      10(a)

      Restricted Unit Agreement between Leo P. Denault and Entergy Corporation.

         
       

      12(a) -

      Entergy Arkansas' Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Dividends, as defined.

         
       

      12(b) -

      Entergy Gulf States Louisiana's Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Distributions, as defined.

         
       

      12(c) -

      Entergy Louisiana's Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Distributions, as defined.

         

      105

         
         
       

      12(d) -

      Entergy Mississippi's Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Dividends, as defined.

         
       

      12(e) -

      Entergy New Orleans' Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Dividends, as defined.

         
       

      12(f) -

      System Energy's Computation of Ratios of Earnings to Fixed Charges, as defined.

         
       

      31(a) -

      Rule 13a-14(a)/15d-14(a) Certification for Entergy Corporation.

         
       

      31(b) -

      Rule 13a-14(a)/15d-14(a) Certification for Entergy Corporation.

         
       

      31(c) -

      Rule 13a-14(a)/15d-14(a) Certification for Entergy Arkansas.

         
       

      31(d) -

      Rule 13a-14(a)/15d-14(a) Certification for Entergy Arkansas.

         
       

      31(e) -

      Rule 13a-14(a)/15d-14(a) Certification for Entergy Gulf States Louisiana.

         
       

      31(f) -

      Rule 13a-14(a)/15d-14(a) Certification for Entergy Gulf States Louisiana.

         
       

      31(g) -

      Rule 13a-14(a)/15d-14(a) Certification for Entergy Louisiana.

         
       

      31(h) -

      Rule 13a-14(a)/15d-14(a) Certification for Entergy Louisiana.

         
       

      31(i) -

      Rule 13a-14(a)/15d-14(a) Certification for Entergy Mississippi.

         
       

      31(j) -

      Rule 13a-14(a)/15d-14(a) Certification for Entergy Mississippi.

         
       

      31(k) -

      Rule 13a-14(a)/15d-14(a) Certification for Entergy New Orleans.

         
       

      31(l) -

      Rule 13a-14(a)/15d-14(a) Certification for Entergy New Orleans.

         
       

      31(m) -

      Rule 13a-14(a)/15d-14(a) Certification for System Energy.

         
       

      31(n) -

      Rule 13a-14(a)/15d-14(a) Certification for System Energy.

         
       

      32(a) -

      Section 1350 Certification for Entergy Corporation.

         
       

      32(b) -

      Section 1350 Certification for Entergy Corporation.

         
       

      32(c) -

      Section 1350 Certification for Entergy Arkansas.

         
       

      32(d) -

      Section 1350 Certification for Entergy Arkansas.

         
       

      32(e) -

      Section 1350 Certification for Entergy Gulf States Louisiana.

         
       

      32(f) -

      Section 1350 Certification for Entergy Gulf States Louisiana.

         
       

      32(g) -

      Section 1350 Certification for Entergy Louisiana.

         
       

      32(h) -

      Section 1350 Certification for Entergy Louisiana.

         
       

      32(i) -

      Section 1350 Certification for Entergy Mississippi.

         
       

      32(j) -

      Section 1350 Certification for Entergy Mississippi.

         
       

      32(k) -

      Section 1350 Certification for Entergy New Orleans.

       

      106

         
         
       

      32(l) -

      Section 1350 Certification for Entergy New Orleans.

         
       

      32(m) -

      Section 1350 Certification for System Energy.

         
       

      32(n) -

      Section 1350 Certification for System Energy.

      ___________________________

      Pursuant to Item 601(b)(4)(iii) of Regulation S-K, Entergy Corporation agrees to furnish to the Commission upon request any instrument with respect to long-term debt that is not registered or listed herein as an Exhibit because the total amount of securities authorized under such agreement does not exceed ten percent of the total assets of Entergy Corporation and its subsidiaries on a consolidated basis.

      *

      Reference is made to a duplicate list of exhibits being filed as a part of this report on Form 10-Q for the quarter ended March 31, 2008, which list, prepared in accordance with Item 102 of Regulation S-T of the SEC, immediately precedes the exhibits being filed with this report on Form 10-Q for the quarter ended March 31, 2008.

      **

      Incorporated herein by reference as indicated.

      107

      SIGNATURE

       

      Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature for each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries.

      ENTERGY CORPORATION
      ENTERGY ARKANSAS, INC.
      ENTERGY GULF STATES LOUISIANA, L.L.C.
      ENTERGY LOUISIANA, LLC
      ENTERGY MISSISSIPPI, INC.
      ENTERGY NEW ORLEANS, INC.
      SYSTEM ENERGY RESOURCES, INC.

       

      /s/ Theodore H. Bunting, Jr.
      Theodore H. Bunting, Jr.
      Senior Vice President and Chief Accounting Officer
      (For each Registrant and for each as
      Principal Accounting Officer)

       

      Date: May 9, 2008

       

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