NOTE 5. LONG - TERM DEBT (Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

Long-term debt for Entergy Corporation and subsidiaries as of December 31, 2012 and 2011 consisted of:


Type of Debt and Maturity	Weighted Average Interest Rate December 31, 2012	Interest Rate Ranges at December 31,		Outstanding at December 31,
Type of Debt and Maturity	Weighted Average Interest Rate December 31, 2012	2012	2011	2012	2011
				(In Thousands)

Mortgage Bonds
2012-2017	3.24%	1.88% - 5.40%	3.25% - 6.20%	$1,045,000	$865,000
2018-2022	5.15%	3.30% - 7.13%	3.75% - 7.13%	2,635,000	2,435,000
2023-2027	4.82%	3.10% - 5.66%	4.44% - 5.66%	1,658,369	1,158,449
2028-2037	6.18%	5.65% - 6.40%	5.65% - 6.40%	867,976	868,145
2039-2052	6.22%	4.90% - 7.88%	5.75% - 7.88%	1,335,000	905,000

Governmental Bonds (a)
2012-2017	4.15%	2.88% - 4.60%	2.88% - 5.80%	86,655	97,495
2018-2022	5.59%	4.60% - 5.88%	4.60% - 5.9%	307,030	410,005
2023-2030	5.00%	5.00%	5.0% - 6.20%	198,680	248,680

Securitization Bonds
2013-2020	4.18%	2.12% - 5.79%	2.12% - 5.79%	357,577	416,899
2021-2023	3.74%	2.04% - 5.93%	2.04% - 5.93%	616,159	653,948

Variable Interest Entities Notes Payable (Note 4)
2012-2017	3.85%	2.62% - 9.00%	2.25% - 9.00%	640,000	519,400

Entergy Corporation Notes
due September 2015	n/a	3.625%	3.625%	550,000	550,000
due January 2017	n/a	4.7%	n/a	500,000	-
due September 2020	n/a	5.125%	5.125%	450,000	450,000

Note Payable to NYPA	(b)	(b)	(b)	109,679	133,363
5 Year Credit Facility (Note 4)	n/a	2.04%	0.75%	795,000	1,920,000
Long-term DOE Obligation (c)	-	-	-	181,157	181,031
Waterford 3 Lease Obligation (d)	n/a	7.45%	7.45%	162,949	188,255
Grand Gulf Lease Obligation (d)	n/a	5.13%	5.13%	138,893	178,784
Bank Credit Facility – Entergy Louisiana	n/a	n/a	0.67%	-	50,000
Unamortized Premium and Discount - Net				(10,744)	(9,531)
Other				14,454	16,523
Total Long-Term Debt				12,638,834	12,236,446
Less Amount Due Within One Year				718,516	2,192,733
Long-Term Debt Excluding Amount Due Within One Year				$11,920,318	$10,043,713

Fair Value of Long-Term Debt (e)				$12,849,330	$12,176,251

(a)	Consists of pollution control revenue bonds and environmental revenue bonds.
(b)	These notes do not have a stated interest rate, but have an implicit interest rate of 4.8%.
(c)	Pursuant to the Nuclear Waste Policy Act of 1982, Entergy's nuclear owner/licensee subsidiaries have contracts with the DOE for spent nuclear fuel disposal service. The contracts include a one-time fee for generation prior to April 7, 1983. Entergy Arkansas is the only Entergy company that generated electric power with nuclear fuel prior to that date and includes the one-time fee, plus accrued interest, in long-term debt.
(d)	See Note 10 for further discussion of the Waterford 3 and Grand Gulf Lease Obligations.
(e)	The fair value excludes lease obligations of $163 million at Entergy Louisiana and $139 million at System Energy, long-term DOE obligations of $181 million at Entergy Arkansas, and the note payable to NYPA of $110 million at Entergy, and includes debt due within one year. Fair values are classified as Level 2 in the fair value hierarchy discussed in Note 16 to the financial statements and are based on prices derived from inputs such as benchmark yields and reported trades.

The annual long-term debt maturities (excluding lease obligations and long-term DOE obligations) for debt outstanding as of December 31, 2012, for the next five years are as follows:

	Amount
	(In Thousands)

2013	$659,720
2014	$385,373
2015	$860,566
2016	$295,441
2017	$1,561,801

In November 2000, Entergy's non-utility nuclear business purchased the FitzPatrick and Indian Point 3 power plants in a seller-financed transaction. Entergy issued notes to NYPA with seven annual installments of approximately $108 million commencing one year from the date of the closing, and eight annual installments of $20 million commencing eight years from the date of the closing. These notes do not have a stated interest rate, but have an implicit interest rate of 4.8%. In accordance with the purchase agreement with NYPA, the purchase of Indian Point 2 in 2001 resulted in Entergy becoming liable to NYPA for an additional $10 million per year for 10 years, beginning in September 2003. This liability was recorded upon the purchase of Indian Point 2 in September 2001, and is included in the note payable to NYPA balance above. In July 2003 a payment of $102 million was made prior to maturity on the note payable to NYPA. Under a provision in a letter of credit supporting these notes, if certain of the Utility operating companies or System Energy were to default on other indebtedness, Entergy could be required to post collateral to support the letter of credit.

Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy Texas, and System Energy have obtained long-term financing authorizations from the FERC that extend through July 2013. Entergy Arkansas has obtained long-term financing authorization from the APSC that extends through December 2015. Entergy New Orleans has obtained long-term financing authorization from the City Council that extends through July 2014.

Capital Funds Agreement

Pursuant to an agreement with certain creditors, Entergy Corporation has agreed to supply System Energy with sufficient capital to:

· maintain System Energy's equity capital at a minimum of 35% of its total capitalization (excluding short-term debt);

· permit the continued commercial operation of Grand Gulf;

· pay in full all System Energy indebtedness for borrowed money when due; and

· enable System Energy to make payments on specific System Energy debt, under supplements to the agreement assigning System Energy's rights in the agreement as security for the specific debt.

Long-term debt for the Registrant Subsidiaries as of December 31, 2012 and 2011 consisted of:

	2012	2011
	(In Thousands)
Entergy Arkansas
Mortgage Bonds:
5.40% Series due August 2013	$300,000	$300,000
5.0% Series due July 2018	115,000	115,000
3.75% Series due February 2021	350,000	350,000
5.66% Series due February 2025	175,000	175,000
5.9% Series due June 2033	100,000	100,000
6.38% Series due November 2034	60,000	60,000
5.75% Series due November 2040	225,000	225,000
4.9% Series due December 2052	200,000	-
Total mortgage bonds	1,525,000	1,325,000

Governmental Bonds (a):
4.6% Series due 2017, Jefferson County (d)	54,700	54,700
5.0% Series due 2021, Independence County (d)	45,000	45,000
Total governmental bonds	99,700	99,700

Variable Interest Entity Notes Payable (Note 4):
9% Series H due June 2013	30,000	30,000
5.69% Series I due July 2014	70,000	70,000
3.23% Series J due July 2016	55,000	55,000
2.62% Series K due December 2017	60,000	-
Total variable interest entity notes payable	215,000	155,000

Securitization Bonds:
2.30% Series Senior Secured due August 2021	101,575	113,792
Total securitization bonds	101,575	113,792

Other:
Long-term DOE Obligation (b)	181,157	181,031
Unamortized Premium and Discount – Net	(655)	(733)
Other	2,118	2,131

Total Long-Term Debt	2,123,895	1,875,921
Less Amount Due Within One Year	330,000	-
Long-Term Debt Excluding Amount Due Within One Year	$1,793,895	$1,875,921

Fair Value of Long-Term Debt (c)	$1,876,335	$1,756,361

	2012	2011
	(In Thousands)
Entergy Gulf States Louisiana
Mortgage Bonds:
6.0% Series due May 2018	$375,000	$375,000
3.95% Series due October 2020	250,000	250,000
5.59% Series due October 2024	300,000	300,000
6.2% Series due July 2033	240,000	240,000
6.18% Series due March 2035	85,000	85,000
Total mortgage bonds	1,250,000	1,250,000

Governmental Bonds (a):
2.875% Series due 2015, Louisiana Public Facilities Authority (d)	31,955	31,955
5.8% Series due 2016, West Feliciana Parish	-	10,840
5.0% Series due 2028, Louisiana Public Facilities Authority (d)	83,680	83,680
Total governmental bonds	115,635	126,475

Variable Interest Entity Notes Payable (Note 4):
5.41% Series O due July 2012	-	60,000
5.56% Series N due May 2013	75,000	75,000
3.25% Series Q due July 2017	75,000	-
Credit Facility due July 2013, weighted avg rate 2.25%	-	29,400
Total variable interest entity notes payable	150,000	164,400

Other:
Unamortized Premium and Discount – Net	(1,810)	(2,048)
Other	3,604	3,603

Total Long-Term Debt	1,517,429	1,542,430
Less Amount Due Within One Year	75,000	60,000
Long-Term Debt Excluding Amount Due Within One Year	$1,442,429	$1,482,430

Fair Value of Long-Term Debt (c)	$1,668,819	$1,642,388

	2012	2011
	(In Thousands)
Entergy Louisiana
Mortgage Bonds:
1.875% Series due December 2014	$250,000	$-
6.50% Series due September 2018	300,000	300,000
4.8% Series due May 2021	200,000	200,000
3.3% Series due December 2022	200,000	-
5.40% Series due November 2024	400,000	400,000
4.44% Series due January 2026	250,000	250,000
6.4% Series due October 2034	70,000	70,000
6.3% Series due September 2035	100,000	100,000
6.0% Series due March 2040	150,000	150,000
5.875% Series due June 2041	150,000	150,000
5.25% Series due July 2052	200,000	-
Total mortgage bonds	2,270,000	1,620,000

Governmental Bonds (a):
5.0% Series due 2030, Louisiana Public Facilities Authority (d)	115,000	115,000
Total governmental bonds	115,000	115,000

Variable Interest Entity Notes Payable (Note 4):
5.69% Series E due July 2014	50,000	50,000
3.30% Series F due March 2016	20,000	20,000
3.25% Series G due July 2017	25,000	-
Total variable interest entity notes payable	95,000	70,000

Securitization Bonds:
2.04% Series Senior Secured due June 2021	181,584	207,156
Total securitization bonds	181,584	207,156

Other:
Waterford 3 Lease Obligation 7.45% (Note 10)	162,949	188,255
Bank Credit Facility, weighted average rate 0.67% (Note 4)	-	50,000
Unamortized Premium and Discount - Net	(2,230)	(1,912)
Other	3,792	3,813

Total Long-Term Debt	2,826,095	2,252,312
Less Amount Due Within One Year	14,236	75,309
Long-Term Debt Excluding Amount Due Within One Year	$2,811,859	$2,177,003

Fair Value of Long-Term Debt (c)	$2,921,322	$2,211,355

	2012	2011
	(In Thousands)
Entergy Mississippi
Mortgage Bonds:
5.15% Series due February 2013	$100,000	$100,000
3.25% Series due June 2016	125,000	125,000
4.95% Series due June 2018	95,000	95,000
6.64% Series due July 2019	150,000	150,000
3.1% Series due July 2023	250,000	-
6.0% Series due November 2032	75,000	75,000
6.25% Series due April 2034	100,000	100,000
6.20% Series due April 2040	80,000	80,000
6.0% Series due May 2051	150,000	150,000
Total mortgage bonds	1,125,000	875,000

Governmental Bonds (a):
4.60% Series due 2022, Mississippi Business Finance Corp.(d)	16,030	16,030
4.90% Series due 2022, Independence County (d)	30,000	30,000
Total governmental bonds	46,030	46,030

Other:
Unamortized Premium and Discount – Net	(1,511)	(591)

Total Long-Term Debt	1,169,519	920,439
Less Amount Due Within One Year	100,000	-
Long-Term Debt Excluding Amount Due Within One Year	$1,069,519	$920,439

Fair Value of Long-Term Debt (c)	$1,230,714	$985,600

	2012	2011
	(In Thousands)
Entergy New Orleans
Mortgage Bonds:
5.25% Series due August 2013	$70,000	$70,000
5.10% Series due December 2020	25,000	25,000
5.6% Series due September 2024	33,369	33,449
5.65% Series due September 2029	37,976	38,145
5.0% Series due December 2052	30,000	-
Total mortgage bonds	196,345	166,594

Other:
Unamortized Premium and Discount – Net	(45)	(57)

Total Long-Term Debt	196,300	166,537
Less Amount Due Within One Year	70,000	-
Long-Term Debt Excluding Amount Due Within One Year	$126,300	$166,537

Fair Value of Long-Term Debt (c)	$200,725	$169,270

	2012	2011
	(In Thousands)
Entergy Texas
Mortgage Bonds:
3.60% Series due June 2015	$200,000	$200,000
7.125% Series due February 2019	500,000	500,000
4.1% Series due September 2021	75,000	75,000
7.875% Series due June 2039	150,000	150,000
Total mortgage bonds	925,000	925,000

Securitization Bonds:
5.51% Series Senior Secured, Series A due October 2013	-	18,494
2.12% Series Senior Secured due February 2016	93,436	132,005
5.79% Series Senior Secured, Series A due October 2018	119,341	121,600
3.65% Series Senior Secured due August 2019	144,800	144,800
5.93% Series Senior Secured, Series A due June 2022	114,400	114,400
4.38% Series Senior Secured due November 2023	218,600	218,600
Total securitization bonds	690,577	749,899

Other:
Unamortized Premium and Discount - Net	(2,653)	(3,103)
Other	4,889	5,331

Total Long-Term Debt	1,617,813	1,677,127
Less Amount Due Within One Year	-	-
Long-Term Debt Excluding Amount Due Within One Year	$1,617,813	$1,677,127

Fair Value of Long-Term Debt (c)	$1,885,672	$1,906,081

	2012	2011
	(In Thousands)
System Energy
Mortgage Bonds:
6.2% Series due October 2012	$-	$70,000
4.1% Series due April 2023	250,000	-
Total mortgage bonds	250,000	70,000

Governmental Bonds (a):
5.875% Series due 2022, Mississippi Business Finance Corp.	216,000	216,000
5.9% Series due 2022, Mississippi Business Finance Corp.	-	102,975
6.2% Series due 2026, Claiborne County	-	50,000
Total governmental bonds	216,000	368,975

Variable Interest Entity Notes Payable (Note 4):
6.29% Series F due September 2013	70,000	70,000
5.33% Series G due April 2015	60,000	60,000
4.02% Series H due February 2017	50,000	-
Total variable interest entity notes payable	180,000	130,000

Other:
Grand Gulf Lease Obligation 5.13% (Note 10)	138,893	178,784
Unamortized Premium and Discount – Net	(1,096)	(714)
Other	2	3

Total Long-Term Debt	783,799	747,048
Less Amount Due Within One Year	111,854	110,163
Long-Term Debt Excluding Amount Due Within One Year	$671,945	$636,885

Fair Value of Long-Term Debt (c)	$664,670	$582,952

(a)	Consists of pollution control revenue bonds and environmental revenue bonds.
(b)	Pursuant to the Nuclear Waste Policy Act of 1982, Entergy's nuclear owner/licensee subsidiaries have contracts with the DOE for spent nuclear fuel disposal service. The contracts include a one-time fee for generation prior to April 7, 1983. Entergy Arkansas is the only Entergy company that generated electric power with nuclear fuel prior to that date and includes the one-time fee, plus accrued interest, in long-term debt.
(c)	The fair value excludes lease obligations of $163 million at Entergy Louisiana and $139 million at System Energy and long-term DOE obligations of $181 million at Entergy Arkansas, and includes debt due within one year. Fair values are classified as Level 2 in the fair value hierarchy discussed in Note 16 to the financial statements and are based on prices derived from inputs such as benchmark yields and reported trades.
(d)	The bonds are secured by a series of collateral first mortgage bonds.

The annual long-term debt maturities (excluding lease obligations and long-term DOE obligations) for debt outstanding as of December 31, 2012, for the next five years are as follows:

	Entergy Arkansas	Entergy Gulf States Louisiana	Entergy Louisiana	Entergy Mississippi	Entergy New Orleans	Entergy Texas	System Energy

2013	$330,000	$75,000	-	$100,000	$70,000	-	$70,000
2014	$70,000	-	$300,000	-	-	-	-
2015	-	$31,955	-	-	-	$200,000	$60,000
2016	$55,000	-	$20,000	$125,000	-	$93,436	-
2017	$114,700	$75,000	$25,000	-	-	-	$50,000

Entergy Arkansas Debt Issuances

In January 2013, Entergy Arkansas arranged for the issuance by (i) Independence County, Arkansas of $45 million of 2.375% Pollution Control Revenue Refunding Bonds (Entergy Arkansas, Inc. Project) Series 2013 due January 2021, and (ii) Jefferson County, Arkansas of $54.7 million of 1.55% Pollution Control Revenue Refunding Bonds (Entergy Arkansas, Inc. Project) Series 2013 due October 2017, each of which series is secured by a separate series of non-interest bearing first mortgage bonds of Entergy Arkansas. The proceeds of these issuances were applied to the refunding of outstanding series of pollution control revenue bonds previously issued by the respective issuers.

Entergy Arkansas Securitization Bonds

In June 2010, the APSC issued a financing order authorizing the issuance of bonds to recover Entergy Arkansas's January 2009 ice storm damage restoration costs, including carrying costs of $11.5 million and $4.6 million of up-front financing costs. In August 2010, Entergy Arkansas Restoration Funding, LLC, a company wholly-owned and consolidated by Entergy Arkansas, issued $124.1 million of storm cost recovery bonds. The bonds have a coupon of 2.30% and an expected maturity date of August 2021. Although the principal amount is not due until the date given above, Entergy Arkansas Restoration Funding expects to make principal payments on the bonds over the next five years in the amount of $12.6 million for 2013, $12.8 million for 2014, $13.2 million for 2015, $13.4 million for 2016, and $13.8 million for 2017. With the proceeds, Entergy Arkansas Restoration Funding purchased from Entergy Arkansas the storm recovery property, which is the right to recover from customers through a storm recovery charge amounts sufficient to service the securitization bonds. The storm recovery property is reflected as a regulatory asset on the consolidated Entergy Arkansas balance sheet. The creditors of Entergy Arkansas do not have recourse to the assets or revenues of Entergy Arkansas Restoration Funding, including the storm recovery property, and the creditors of Entergy Arkansas Restoration Funding do not have recourse to the assets or revenues of Entergy Arkansas. Entergy Arkansas has no payment obligations to Entergy Arkansas Restoration Funding except to remit storm recovery charge collections.

Entergy Louisiana Securitization Bonds – Little Gypsy

In August 2011, the LPSC issued a financing order authorizing the issuance of bonds to recover Entergy Louisiana's investment recovery costs associated with the cancelled Little Gypsy repowering project. In September 2011, Entergy Louisiana Investment Recovery Funding I, L.L.C., a company wholly-owned and consolidated by Entergy Louisiana, issued $207.2 million of senior secured investment recovery bonds. The bonds have an interest rate of 2.04% and an expected maturity date of June 2021. Although the principal amount is not due until the date given above, Entergy Louisiana Investment Recovery Funding expects to make principal payments on the bonds over the next five years in the amounts of $16.6 million for 2013, $21.9 million for 2014, $20.5 million for 2015, $21.6 million for 2016, and $21.7 million for 2017. With the proceeds, Entergy Louisiana Investment Recovery Funding purchased from Entergy Louisiana the investment recovery property, which is the right to recover from customers through an investment recovery charge amounts sufficient to service the bonds. In accordance with the financing order, Entergy Louisiana will apply the proceeds it received from the sale of the investment recovery property as a reimbursement for previously-incurred investment recovery costs. The investment recovery property is reflected as a regulatory asset on the consolidated Entergy Louisiana balance sheet. The creditors of Entergy Louisiana do not have recourse to the assets or revenues of Entergy Louisiana Investment Recovery Funding, including the investment recovery property, and the creditors of Entergy Louisiana Investment Recovery Funding do not have recourse to the assets or revenues of Entergy Louisiana. Entergy Louisiana has no payment obligations to Entergy Louisiana Investment Recovery Funding except to remit investment recovery charge collections.

Entergy Texas Securitization Bonds - Hurricane Rita

In April 2007, the PUCT issued a financing order authorizing the issuance of securitization bonds to recover $353 million of Entergy Texas's Hurricane Rita reconstruction costs and up to $6 million of transaction costs, offset by $32 million of related deferred income tax benefits. In June 2007, Entergy Gulf States Reconstruction Funding I, LLC, a company that is now wholly-owned and consolidated by Entergy Texas, issued $329.5 million of senior secured transition bonds (securitization bonds) as follows:

	Amount
	(In Thousands)
Senior Secured Transition Bonds, Series A:
Tranche A-1 (5.51%) due October 2013	$93,500
Tranche A-2 (5.79%) due October 2018	121,600
Tranche A-3 (5.93%) due June 2022	114,400
Total senior secured transition bonds	$329,500

Although the principal amount of each tranche is not due until the dates given above, Entergy Gulf States Reconstruction Funding expects to make principal payments on the bonds over the next five years in the amounts of $21.9 million for 2013, $23.2 million for 2014, $24.6 million for 2015, $26.0 million for 2016, and $27.6 million for 2017. All of the scheduled principal payments for 2013-2016 are for Tranche A-2, $23.6 million of the scheduled principal payments for 2017 are for Tranche A-2, and $4 million of the scheduled principal payments for 2017 are for Tranche A-3.

With the proceeds, Entergy Gulf States Reconstruction Funding purchased from Entergy Texas the transition property, which is the right to recover from customers through a transition charge amounts sufficient to service the securitization bonds. The transition property is reflected as a regulatory asset on the consolidated Entergy Texas balance sheet. The creditors of Entergy Texas do not have recourse to the assets or revenues of Entergy Gulf States Reconstruction Funding, including the transition property, and the creditors of Entergy Gulf States Reconstruction Funding do not have recourse to the assets or revenues of Entergy Texas. Entergy Texas has no payment obligations to Entergy Gulf States Reconstruction Funding except to remit transition charge collections.

Entergy Texas Securitization Bonds - Hurricane Ike and Hurricane Gustav

In September 2009, the PUCT authorized the issuance of securitization bonds to recover $566.4 million of Entergy Texas's Hurricane Ike and Hurricane Gustav restoration costs, plus carrying costs and transaction costs, offset by insurance proceeds. In November 2009, Entergy Texas Restoration funding, LLC (Entergy Texas Restoration Funding), a company wholly-owned and consolidated by Entergy Texas, issued $545.9 million of senior secured transition bonds (securitization bonds), as follows:

	Amount
	(In Thousands)
Senior Secured Transition Bonds
Tranche A-1 (2.12%) due February 2016	$182,500
Tranche A-2 (3.65%) due August 2019	144,800
Tranche A-3 (4.38%) due November 2023	218,600
Total senior secured transition bonds	$545,900

Although the principal amount of each tranche is not due until the dates given above, Entergy Texas Restoration Funding expects to make principal payments on the bonds over the next five years in the amount of $39.4 million for 2013, $40.2 million for 2014, $41.2 million for 2015, $42.6 million for 2016, and $44.1 million for 2017. All of the scheduled principal payments for 2013-2014 are for Tranche A-1, $13.8 million of the scheduled principal payments for 2015 are for Tranche A-1 and $27.4 million are for Tranche A-2, and all of the scheduled principal payments for 2016-2017 are for Tranche A-2.

With the proceeds, Entergy Texas Restoration Funding purchased from Entergy Texas the transition property, which is the right to recover from customers through a transition charge amounts sufficient to service the securitization bonds. The transition property is reflected as a regulatory asset on the consolidated Entergy Texas balance sheet. The creditors of Entergy Texas do not have recourse to the assets or revenues of Entergy Texas Restoration Funding, including the transition property, and the creditors of Entergy Texas Restoration Funding do not have recourse to the assets or revenues of Entergy Texas. Entergy Texas has no payment obligations to Entergy Texas Restoration Funding except to remit transition charge collections.

Long - Term Debt

NOTE 5. LONG - TERM DEBT (Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

Long-term debt for Entergy Corporation and subsidiaries as of December 31, 2012 and 2011 consisted of:


Type of Debt and Maturity	Weighted Average Interest Rate December 31, 2012	Interest Rate Ranges at December 31,		Outstanding at December 31,
Type of Debt and Maturity	Weighted Average Interest Rate December 31, 2012	2012	2011	2012	2011
				(In Thousands)

Mortgage Bonds
2012-2017	3.24%	1.88% - 5.40%	3.25% - 6.20%	$1,045,000	$865,000
2018-2022	5.15%	3.30% - 7.13%	3.75% - 7.13%	2,635,000	2,435,000
2023-2027	4.82%	3.10% - 5.66%	4.44% - 5.66%	1,658,369	1,158,449
2028-2037	6.18%	5.65% - 6.40%	5.65% - 6.40%	867,976	868,145
2039-2052	6.22%	4.90% - 7.88%	5.75% - 7.88%	1,335,000	905,000

Governmental Bonds (a)
2012-2017	4.15%	2.88% - 4.60%	2.88% - 5.80%	86,655	97,495
2018-2022	5.59%	4.60% - 5.88%	4.60% - 5.9%	307,030	410,005
2023-2030	5.00%	5.00%	5.0% - 6.20%	198,680	248,680

Securitization Bonds
2013-2020	4.18%	2.12% - 5.79%	2.12% - 5.79%	357,577	416,899
2021-2023	3.74%	2.04% - 5.93%	2.04% - 5.93%	616,159	653,948

Variable Interest Entities Notes Payable (Note 4)
2012-2017	3.85%	2.62% - 9.00%	2.25% - 9.00%	640,000	519,400

Entergy Corporation Notes
due September 2015	n/a	3.625%	3.625%	550,000	550,000
due January 2017	n/a	4.7%	n/a	500,000	-
due September 2020	n/a	5.125%	5.125%	450,000	450,000

Note Payable to NYPA	(b)	(b)	(b)	109,679	133,363
5 Year Credit Facility (Note 4)	n/a	2.04%	0.75%	795,000	1,920,000
Long-term DOE Obligation (c)	-	-	-	181,157	181,031
Waterford 3 Lease Obligation (d)	n/a	7.45%	7.45%	162,949	188,255
Grand Gulf Lease Obligation (d)	n/a	5.13%	5.13%	138,893	178,784
Bank Credit Facility – Entergy Louisiana	n/a	n/a	0.67%	-	50,000
Unamortized Premium and Discount - Net				(10,744)	(9,531)
Other				14,454	16,523
Total Long-Term Debt				12,638,834	12,236,446
Less Amount Due Within One Year				718,516	2,192,733
Long-Term Debt Excluding Amount Due Within One Year				$11,920,318	$10,043,713

Fair Value of Long-Term Debt (e)				$12,849,330	$12,176,251

(a)	Consists of pollution control revenue bonds and environmental revenue bonds.
(b)	These notes do not have a stated interest rate, but have an implicit interest rate of 4.8%.
(c)	Pursuant to the Nuclear Waste Policy Act of 1982, Entergy's nuclear owner/licensee subsidiaries have contracts with the DOE for spent nuclear fuel disposal service. The contracts include a one-time fee for generation prior to April 7, 1983. Entergy Arkansas is the only Entergy company that generated electric power with nuclear fuel prior to that date and includes the one-time fee, plus accrued interest, in long-term debt.
(d)	See Note 10 for further discussion of the Waterford 3 and Grand Gulf Lease Obligations.
(e)	The fair value excludes lease obligations of $163 million at Entergy Louisiana and $139 million at System Energy, long-term DOE obligations of $181 million at Entergy Arkansas, and the note payable to NYPA of $110 million at Entergy, and includes debt due within one year. Fair values are classified as Level 2 in the fair value hierarchy discussed in Note 16 to the financial statements and are based on prices derived from inputs such as benchmark yields and reported trades.

The annual long-term debt maturities (excluding lease obligations and long-term DOE obligations) for debt outstanding as of December 31, 2012, for the next five years are as follows:

	Amount
	(In Thousands)

2013	$659,720
2014	$385,373
2015	$860,566
2016	$295,441
2017	$1,561,801

In November 2000, Entergy's non-utility nuclear business purchased the FitzPatrick and Indian Point 3 power plants in a seller-financed transaction. Entergy issued notes to NYPA with seven annual installments of approximately $108 million commencing one year from the date of the closing, and eight annual installments of $20 million commencing eight years from the date of the closing. These notes do not have a stated interest rate, but have an implicit interest rate of 4.8%. In accordance with the purchase agreement with NYPA, the purchase of Indian Point 2 in 2001 resulted in Entergy becoming liable to NYPA for an additional $10 million per year for 10 years, beginning in September 2003. This liability was recorded upon the purchase of Indian Point 2 in September 2001, and is included in the note payable to NYPA balance above. In July 2003 a payment of $102 million was made prior to maturity on the note payable to NYPA. Under a provision in a letter of credit supporting these notes, if certain of the Utility operating companies or System Energy were to default on other indebtedness, Entergy could be required to post collateral to support the letter of credit.

Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy Texas, and System Energy have obtained long-term financing authorizations from the FERC that extend through July 2013. Entergy Arkansas has obtained long-term financing authorization from the APSC that extends through December 2015. Entergy New Orleans has obtained long-term financing authorization from the City Council that extends through July 2014.

Capital Funds Agreement

Pursuant to an agreement with certain creditors, Entergy Corporation has agreed to supply System Energy with sufficient capital to:

· maintain System Energy's equity capital at a minimum of 35% of its total capitalization (excluding short-term debt);

· permit the continued commercial operation of Grand Gulf;

· pay in full all System Energy indebtedness for borrowed money when due; and

· enable System Energy to make payments on specific System Energy debt, under supplements to the agreement assigning System Energy's rights in the agreement as security for the specific debt.

Long-term debt for the Registrant Subsidiaries as of December 31, 2012 and 2011 consisted of:

	2012	2011
	(In Thousands)
Entergy Arkansas
Mortgage Bonds:
5.40% Series due August 2013	$300,000	$300,000
5.0% Series due July 2018	115,000	115,000
3.75% Series due February 2021	350,000	350,000
5.66% Series due February 2025	175,000	175,000
5.9% Series due June 2033	100,000	100,000
6.38% Series due November 2034	60,000	60,000
5.75% Series due November 2040	225,000	225,000
4.9% Series due December 2052	200,000	-
Total mortgage bonds	1,525,000	1,325,000

Governmental Bonds (a):
4.6% Series due 2017, Jefferson County (d)	54,700	54,700
5.0% Series due 2021, Independence County (d)	45,000	45,000
Total governmental bonds	99,700	99,700

Variable Interest Entity Notes Payable (Note 4):
9% Series H due June 2013	30,000	30,000
5.69% Series I due July 2014	70,000	70,000
3.23% Series J due July 2016	55,000	55,000
2.62% Series K due December 2017	60,000	-
Total variable interest entity notes payable	215,000	155,000

Securitization Bonds:
2.30% Series Senior Secured due August 2021	101,575	113,792
Total securitization bonds	101,575	113,792

Other:
Long-term DOE Obligation (b)	181,157	181,031
Unamortized Premium and Discount – Net	(655)	(733)
Other	2,118	2,131

Total Long-Term Debt	2,123,895	1,875,921
Less Amount Due Within One Year	330,000	-
Long-Term Debt Excluding Amount Due Within One Year	$1,793,895	$1,875,921

Fair Value of Long-Term Debt (c)	$1,876,335	$1,756,361

	2012	2011
	(In Thousands)
Entergy Gulf States Louisiana
Mortgage Bonds:
6.0% Series due May 2018	$375,000	$375,000
3.95% Series due October 2020	250,000	250,000
5.59% Series due October 2024	300,000	300,000
6.2% Series due July 2033	240,000	240,000
6.18% Series due March 2035	85,000	85,000
Total mortgage bonds	1,250,000	1,250,000

Governmental Bonds (a):
2.875% Series due 2015, Louisiana Public Facilities Authority (d)	31,955	31,955
5.8% Series due 2016, West Feliciana Parish	-	10,840
5.0% Series due 2028, Louisiana Public Facilities Authority (d)	83,680	83,680
Total governmental bonds	115,635	126,475

Variable Interest Entity Notes Payable (Note 4):
5.41% Series O due July 2012	-	60,000
5.56% Series N due May 2013	75,000	75,000
3.25% Series Q due July 2017	75,000	-
Credit Facility due July 2013, weighted avg rate 2.25%	-	29,400
Total variable interest entity notes payable	150,000	164,400

Other:
Unamortized Premium and Discount – Net	(1,810)	(2,048)
Other	3,604	3,603

Total Long-Term Debt	1,517,429	1,542,430
Less Amount Due Within One Year	75,000	60,000
Long-Term Debt Excluding Amount Due Within One Year	$1,442,429	$1,482,430

Fair Value of Long-Term Debt (c)	$1,668,819	$1,642,388

	2012	2011
	(In Thousands)
Entergy Louisiana
Mortgage Bonds:
1.875% Series due December 2014	$250,000	$-
6.50% Series due September 2018	300,000	300,000
4.8% Series due May 2021	200,000	200,000
3.3% Series due December 2022	200,000	-
5.40% Series due November 2024	400,000	400,000
4.44% Series due January 2026	250,000	250,000
6.4% Series due October 2034	70,000	70,000
6.3% Series due September 2035	100,000	100,000
6.0% Series due March 2040	150,000	150,000
5.875% Series due June 2041	150,000	150,000
5.25% Series due July 2052	200,000	-
Total mortgage bonds	2,270,000	1,620,000

Governmental Bonds (a):
5.0% Series due 2030, Louisiana Public Facilities Authority (d)	115,000	115,000
Total governmental bonds	115,000	115,000

Variable Interest Entity Notes Payable (Note 4):
5.69% Series E due July 2014	50,000	50,000
3.30% Series F due March 2016	20,000	20,000
3.25% Series G due July 2017	25,000	-
Total variable interest entity notes payable	95,000	70,000

Securitization Bonds:
2.04% Series Senior Secured due June 2021	181,584	207,156
Total securitization bonds	181,584	207,156

Other:
Waterford 3 Lease Obligation 7.45% (Note 10)	162,949	188,255
Bank Credit Facility, weighted average rate 0.67% (Note 4)	-	50,000
Unamortized Premium and Discount - Net	(2,230)	(1,912)
Other	3,792	3,813

Total Long-Term Debt	2,826,095	2,252,312
Less Amount Due Within One Year	14,236	75,309
Long-Term Debt Excluding Amount Due Within One Year	$2,811,859	$2,177,003

Fair Value of Long-Term Debt (c)	$2,921,322	$2,211,355

	2012	2011
	(In Thousands)
Entergy Mississippi
Mortgage Bonds:
5.15% Series due February 2013	$100,000	$100,000
3.25% Series due June 2016	125,000	125,000
4.95% Series due June 2018	95,000	95,000
6.64% Series due July 2019	150,000	150,000
3.1% Series due July 2023	250,000	-
6.0% Series due November 2032	75,000	75,000
6.25% Series due April 2034	100,000	100,000
6.20% Series due April 2040	80,000	80,000
6.0% Series due May 2051	150,000	150,000
Total mortgage bonds	1,125,000	875,000

Governmental Bonds (a):
4.60% Series due 2022, Mississippi Business Finance Corp.(d)	16,030	16,030
4.90% Series due 2022, Independence County (d)	30,000	30,000
Total governmental bonds	46,030	46,030

Other:
Unamortized Premium and Discount – Net	(1,511)	(591)

Total Long-Term Debt	1,169,519	920,439
Less Amount Due Within One Year	100,000	-
Long-Term Debt Excluding Amount Due Within One Year	$1,069,519	$920,439

Fair Value of Long-Term Debt (c)	$1,230,714	$985,600

	2012	2011
	(In Thousands)
Entergy New Orleans
Mortgage Bonds:
5.25% Series due August 2013	$70,000	$70,000
5.10% Series due December 2020	25,000	25,000
5.6% Series due September 2024	33,369	33,449
5.65% Series due September 2029	37,976	38,145
5.0% Series due December 2052	30,000	-
Total mortgage bonds	196,345	166,594

Other:
Unamortized Premium and Discount – Net	(45)	(57)

Total Long-Term Debt	196,300	166,537
Less Amount Due Within One Year	70,000	-
Long-Term Debt Excluding Amount Due Within One Year	$126,300	$166,537

Fair Value of Long-Term Debt (c)	$200,725	$169,270

	2012	2011
	(In Thousands)
Entergy Texas
Mortgage Bonds:
3.60% Series due June 2015	$200,000	$200,000
7.125% Series due February 2019	500,000	500,000
4.1% Series due September 2021	75,000	75,000
7.875% Series due June 2039	150,000	150,000
Total mortgage bonds	925,000	925,000

Securitization Bonds:
5.51% Series Senior Secured, Series A due October 2013	-	18,494
2.12% Series Senior Secured due February 2016	93,436	132,005
5.79% Series Senior Secured, Series A due October 2018	119,341	121,600
3.65% Series Senior Secured due August 2019	144,800	144,800
5.93% Series Senior Secured, Series A due June 2022	114,400	114,400
4.38% Series Senior Secured due November 2023	218,600	218,600
Total securitization bonds	690,577	749,899

Other:
Unamortized Premium and Discount - Net	(2,653)	(3,103)
Other	4,889	5,331

Total Long-Term Debt	1,617,813	1,677,127
Less Amount Due Within One Year	-	-
Long-Term Debt Excluding Amount Due Within One Year	$1,617,813	$1,677,127

Fair Value of Long-Term Debt (c)	$1,885,672	$1,906,081

	2012	2011
	(In Thousands)
System Energy
Mortgage Bonds:
6.2% Series due October 2012	$-	$70,000
4.1% Series due April 2023	250,000	-
Total mortgage bonds	250,000	70,000

Governmental Bonds (a):
5.875% Series due 2022, Mississippi Business Finance Corp.	216,000	216,000
5.9% Series due 2022, Mississippi Business Finance Corp.	-	102,975
6.2% Series due 2026, Claiborne County	-	50,000
Total governmental bonds	216,000	368,975

Variable Interest Entity Notes Payable (Note 4):
6.29% Series F due September 2013	70,000	70,000
5.33% Series G due April 2015	60,000	60,000
4.02% Series H due February 2017	50,000	-
Total variable interest entity notes payable	180,000	130,000

Other:
Grand Gulf Lease Obligation 5.13% (Note 10)	138,893	178,784
Unamortized Premium and Discount – Net	(1,096)	(714)
Other	2	3

Total Long-Term Debt	783,799	747,048
Less Amount Due Within One Year	111,854	110,163
Long-Term Debt Excluding Amount Due Within One Year	$671,945	$636,885

Fair Value of Long-Term Debt (c)	$664,670	$582,952

(a)	Consists of pollution control revenue bonds and environmental revenue bonds.
(b)	Pursuant to the Nuclear Waste Policy Act of 1982, Entergy's nuclear owner/licensee subsidiaries have contracts with the DOE for spent nuclear fuel disposal service. The contracts include a one-time fee for generation prior to April 7, 1983. Entergy Arkansas is the only Entergy company that generated electric power with nuclear fuel prior to that date and includes the one-time fee, plus accrued interest, in long-term debt.
(c)	The fair value excludes lease obligations of $163 million at Entergy Louisiana and $139 million at System Energy and long-term DOE obligations of $181 million at Entergy Arkansas, and includes debt due within one year. Fair values are classified as Level 2 in the fair value hierarchy discussed in Note 16 to the financial statements and are based on prices derived from inputs such as benchmark yields and reported trades.
(d)	The bonds are secured by a series of collateral first mortgage bonds.

The annual long-term debt maturities (excluding lease obligations and long-term DOE obligations) for debt outstanding as of December 31, 2012, for the next five years are as follows:

	Entergy Arkansas	Entergy Gulf States Louisiana	Entergy Louisiana	Entergy Mississippi	Entergy New Orleans	Entergy Texas	System Energy

2013	$330,000	$75,000	-	$100,000	$70,000	-	$70,000
2014	$70,000	-	$300,000	-	-	-	-
2015	-	$31,955	-	-	-	$200,000	$60,000
2016	$55,000	-	$20,000	$125,000	-	$93,436	-
2017	$114,700	$75,000	$25,000	-	-	-	$50,000

Entergy Arkansas Debt Issuances

In January 2013, Entergy Arkansas arranged for the issuance by (i) Independence County, Arkansas of $45 million of 2.375% Pollution Control Revenue Refunding Bonds (Entergy Arkansas, Inc. Project) Series 2013 due January 2021, and (ii) Jefferson County, Arkansas of $54.7 million of 1.55% Pollution Control Revenue Refunding Bonds (Entergy Arkansas, Inc. Project) Series 2013 due October 2017, each of which series is secured by a separate series of non-interest bearing first mortgage bonds of Entergy Arkansas. The proceeds of these issuances were applied to the refunding of outstanding series of pollution control revenue bonds previously issued by the respective issuers.

Entergy Arkansas Securitization Bonds

In June 2010, the APSC issued a financing order authorizing the issuance of bonds to recover Entergy Arkansas's January 2009 ice storm damage restoration costs, including carrying costs of $11.5 million and $4.6 million of up-front financing costs. In August 2010, Entergy Arkansas Restoration Funding, LLC, a company wholly-owned and consolidated by Entergy Arkansas, issued $124.1 million of storm cost recovery bonds. The bonds have a coupon of 2.30% and an expected maturity date of August 2021. Although the principal amount is not due until the date given above, Entergy Arkansas Restoration Funding expects to make principal payments on the bonds over the next five years in the amount of $12.6 million for 2013, $12.8 million for 2014, $13.2 million for 2015, $13.4 million for 2016, and $13.8 million for 2017. With the proceeds, Entergy Arkansas Restoration Funding purchased from Entergy Arkansas the storm recovery property, which is the right to recover from customers through a storm recovery charge amounts sufficient to service the securitization bonds. The storm recovery property is reflected as a regulatory asset on the consolidated Entergy Arkansas balance sheet. The creditors of Entergy Arkansas do not have recourse to the assets or revenues of Entergy Arkansas Restoration Funding, including the storm recovery property, and the creditors of Entergy Arkansas Restoration Funding do not have recourse to the assets or revenues of Entergy Arkansas. Entergy Arkansas has no payment obligations to Entergy Arkansas Restoration Funding except to remit storm recovery charge collections.

Entergy Louisiana Securitization Bonds – Little Gypsy

In August 2011, the LPSC issued a financing order authorizing the issuance of bonds to recover Entergy Louisiana's investment recovery costs associated with the cancelled Little Gypsy repowering project. In September 2011, Entergy Louisiana Investment Recovery Funding I, L.L.C., a company wholly-owned and consolidated by Entergy Louisiana, issued $207.2 million of senior secured investment recovery bonds. The bonds have an interest rate of 2.04% and an expected maturity date of June 2021. Although the principal amount is not due until the date given above, Entergy Louisiana Investment Recovery Funding expects to make principal payments on the bonds over the next five years in the amounts of $16.6 million for 2013, $21.9 million for 2014, $20.5 million for 2015, $21.6 million for 2016, and $21.7 million for 2017. With the proceeds, Entergy Louisiana Investment Recovery Funding purchased from Entergy Louisiana the investment recovery property, which is the right to recover from customers through an investment recovery charge amounts sufficient to service the bonds. In accordance with the financing order, Entergy Louisiana will apply the proceeds it received from the sale of the investment recovery property as a reimbursement for previously-incurred investment recovery costs. The investment recovery property is reflected as a regulatory asset on the consolidated Entergy Louisiana balance sheet. The creditors of Entergy Louisiana do not have recourse to the assets or revenues of Entergy Louisiana Investment Recovery Funding, including the investment recovery property, and the creditors of Entergy Louisiana Investment Recovery Funding do not have recourse to the assets or revenues of Entergy Louisiana. Entergy Louisiana has no payment obligations to Entergy Louisiana Investment Recovery Funding except to remit investment recovery charge collections.

Entergy Texas Securitization Bonds - Hurricane Rita

In April 2007, the PUCT issued a financing order authorizing the issuance of securitization bonds to recover $353 million of Entergy Texas's Hurricane Rita reconstruction costs and up to $6 million of transaction costs, offset by $32 million of related deferred income tax benefits. In June 2007, Entergy Gulf States Reconstruction Funding I, LLC, a company that is now wholly-owned and consolidated by Entergy Texas, issued $329.5 million of senior secured transition bonds (securitization bonds) as follows:

	Amount
	(In Thousands)
Senior Secured Transition Bonds, Series A:
Tranche A-1 (5.51%) due October 2013	$93,500
Tranche A-2 (5.79%) due October 2018	121,600
Tranche A-3 (5.93%) due June 2022	114,400
Total senior secured transition bonds	$329,500

Although the principal amount of each tranche is not due until the dates given above, Entergy Gulf States Reconstruction Funding expects to make principal payments on the bonds over the next five years in the amounts of $21.9 million for 2013, $23.2 million for 2014, $24.6 million for 2015, $26.0 million for 2016, and $27.6 million for 2017. All of the scheduled principal payments for 2013-2016 are for Tranche A-2, $23.6 million of the scheduled principal payments for 2017 are for Tranche A-2, and $4 million of the scheduled principal payments for 2017 are for Tranche A-3.

With the proceeds, Entergy Gulf States Reconstruction Funding purchased from Entergy Texas the transition property, which is the right to recover from customers through a transition charge amounts sufficient to service the securitization bonds. The transition property is reflected as a regulatory asset on the consolidated Entergy Texas balance sheet. The creditors of Entergy Texas do not have recourse to the assets or revenues of Entergy Gulf States Reconstruction Funding, including the transition property, and the creditors of Entergy Gulf States Reconstruction Funding do not have recourse to the assets or revenues of Entergy Texas. Entergy Texas has no payment obligations to Entergy Gulf States Reconstruction Funding except to remit transition charge collections.

Entergy Texas Securitization Bonds - Hurricane Ike and Hurricane Gustav

In September 2009, the PUCT authorized the issuance of securitization bonds to recover $566.4 million of Entergy Texas's Hurricane Ike and Hurricane Gustav restoration costs, plus carrying costs and transaction costs, offset by insurance proceeds. In November 2009, Entergy Texas Restoration funding, LLC (Entergy Texas Restoration Funding), a company wholly-owned and consolidated by Entergy Texas, issued $545.9 million of senior secured transition bonds (securitization bonds), as follows:

	Amount
	(In Thousands)
Senior Secured Transition Bonds
Tranche A-1 (2.12%) due February 2016	$182,500
Tranche A-2 (3.65%) due August 2019	144,800
Tranche A-3 (4.38%) due November 2023	218,600
Total senior secured transition bonds	$545,900

Although the principal amount of each tranche is not due until the dates given above, Entergy Texas Restoration Funding expects to make principal payments on the bonds over the next five years in the amount of $39.4 million for 2013, $40.2 million for 2014, $41.2 million for 2015, $42.6 million for 2016, and $44.1 million for 2017. All of the scheduled principal payments for 2013-2014 are for Tranche A-1, $13.8 million of the scheduled principal payments for 2015 are for Tranche A-1 and $27.4 million are for Tranche A-2, and all of the scheduled principal payments for 2016-2017 are for Tranche A-2.

With the proceeds, Entergy Texas Restoration Funding purchased from Entergy Texas the transition property, which is the right to recover from customers through a transition charge amounts sufficient to service the securitization bonds. The transition property is reflected as a regulatory asset on the consolidated Entergy Texas balance sheet. The creditors of Entergy Texas do not have recourse to the assets or revenues of Entergy Texas Restoration Funding, including the transition property, and the creditors of Entergy Texas Restoration Funding do not have recourse to the assets or revenues of Entergy Texas. Entergy Texas has no payment obligations to Entergy Texas Restoration Funding except to remit transition charge collections.

Long - Term Debt

NOTE 5. LONG - TERM DEBT (Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

Long-term debt for Entergy Corporation and subsidiaries as of December 31, 2012 and 2011 consisted of:


Type of Debt and Maturity	Weighted Average Interest Rate December 31, 2012	Interest Rate Ranges at December 31,		Outstanding at December 31,
Type of Debt and Maturity	Weighted Average Interest Rate December 31, 2012	2012	2011	2012	2011
				(In Thousands)

Mortgage Bonds
2012-2017	3.24%	1.88% - 5.40%	3.25% - 6.20%	$1,045,000	$865,000
2018-2022	5.15%	3.30% - 7.13%	3.75% - 7.13%	2,635,000	2,435,000
2023-2027	4.82%	3.10% - 5.66%	4.44% - 5.66%	1,658,369	1,158,449
2028-2037	6.18%	5.65% - 6.40%	5.65% - 6.40%	867,976	868,145
2039-2052	6.22%	4.90% - 7.88%	5.75% - 7.88%	1,335,000	905,000

Governmental Bonds (a)
2012-2017	4.15%	2.88% - 4.60%	2.88% - 5.80%	86,655	97,495
2018-2022	5.59%	4.60% - 5.88%	4.60% - 5.9%	307,030	410,005
2023-2030	5.00%	5.00%	5.0% - 6.20%	198,680	248,680

Securitization Bonds
2013-2020	4.18%	2.12% - 5.79%	2.12% - 5.79%	357,577	416,899
2021-2023	3.74%	2.04% - 5.93%	2.04% - 5.93%	616,159	653,948

Variable Interest Entities Notes Payable (Note 4)
2012-2017	3.85%	2.62% - 9.00%	2.25% - 9.00%	640,000	519,400

Entergy Corporation Notes
due September 2015	n/a	3.625%	3.625%	550,000	550,000
due January 2017	n/a	4.7%	n/a	500,000	-
due September 2020	n/a	5.125%	5.125%	450,000	450,000

Note Payable to NYPA	(b)	(b)	(b)	109,679	133,363
5 Year Credit Facility (Note 4)	n/a	2.04%	0.75%	795,000	1,920,000
Long-term DOE Obligation (c)	-	-	-	181,157	181,031
Waterford 3 Lease Obligation (d)	n/a	7.45%	7.45%	162,949	188,255
Grand Gulf Lease Obligation (d)	n/a	5.13%	5.13%	138,893	178,784
Bank Credit Facility – Entergy Louisiana	n/a	n/a	0.67%	-	50,000
Unamortized Premium and Discount - Net				(10,744)	(9,531)
Other				14,454	16,523
Total Long-Term Debt				12,638,834	12,236,446
Less Amount Due Within One Year				718,516	2,192,733
Long-Term Debt Excluding Amount Due Within One Year				$11,920,318	$10,043,713

Fair Value of Long-Term Debt (e)				$12,849,330	$12,176,251

(a)	Consists of pollution control revenue bonds and environmental revenue bonds.
(b)	These notes do not have a stated interest rate, but have an implicit interest rate of 4.8%.
(c)	Pursuant to the Nuclear Waste Policy Act of 1982, Entergy's nuclear owner/licensee subsidiaries have contracts with the DOE for spent nuclear fuel disposal service. The contracts include a one-time fee for generation prior to April 7, 1983. Entergy Arkansas is the only Entergy company that generated electric power with nuclear fuel prior to that date and includes the one-time fee, plus accrued interest, in long-term debt.
(d)	See Note 10 for further discussion of the Waterford 3 and Grand Gulf Lease Obligations.
(e)	The fair value excludes lease obligations of $163 million at Entergy Louisiana and $139 million at System Energy, long-term DOE obligations of $181 million at Entergy Arkansas, and the note payable to NYPA of $110 million at Entergy, and includes debt due within one year. Fair values are classified as Level 2 in the fair value hierarchy discussed in Note 16 to the financial statements and are based on prices derived from inputs such as benchmark yields and reported trades.

The annual long-term debt maturities (excluding lease obligations and long-term DOE obligations) for debt outstanding as of December 31, 2012, for the next five years are as follows:

	Amount
	(In Thousands)

2013	$659,720
2014	$385,373
2015	$860,566
2016	$295,441
2017	$1,561,801

In November 2000, Entergy's non-utility nuclear business purchased the FitzPatrick and Indian Point 3 power plants in a seller-financed transaction. Entergy issued notes to NYPA with seven annual installments of approximately $108 million commencing one year from the date of the closing, and eight annual installments of $20 million commencing eight years from the date of the closing. These notes do not have a stated interest rate, but have an implicit interest rate of 4.8%. In accordance with the purchase agreement with NYPA, the purchase of Indian Point 2 in 2001 resulted in Entergy becoming liable to NYPA for an additional $10 million per year for 10 years, beginning in September 2003. This liability was recorded upon the purchase of Indian Point 2 in September 2001, and is included in the note payable to NYPA balance above. In July 2003 a payment of $102 million was made prior to maturity on the note payable to NYPA. Under a provision in a letter of credit supporting these notes, if certain of the Utility operating companies or System Energy were to default on other indebtedness, Entergy could be required to post collateral to support the letter of credit.

Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy Texas, and System Energy have obtained long-term financing authorizations from the FERC that extend through July 2013. Entergy Arkansas has obtained long-term financing authorization from the APSC that extends through December 2015. Entergy New Orleans has obtained long-term financing authorization from the City Council that extends through July 2014.

Capital Funds Agreement

Pursuant to an agreement with certain creditors, Entergy Corporation has agreed to supply System Energy with sufficient capital to:

· maintain System Energy's equity capital at a minimum of 35% of its total capitalization (excluding short-term debt);

· permit the continued commercial operation of Grand Gulf;

· pay in full all System Energy indebtedness for borrowed money when due; and

· enable System Energy to make payments on specific System Energy debt, under supplements to the agreement assigning System Energy's rights in the agreement as security for the specific debt.

Long-term debt for the Registrant Subsidiaries as of December 31, 2012 and 2011 consisted of:

	2012	2011
	(In Thousands)
Entergy Arkansas
Mortgage Bonds:
5.40% Series due August 2013	$300,000	$300,000
5.0% Series due July 2018	115,000	115,000
3.75% Series due February 2021	350,000	350,000
5.66% Series due February 2025	175,000	175,000
5.9% Series due June 2033	100,000	100,000
6.38% Series due November 2034	60,000	60,000
5.75% Series due November 2040	225,000	225,000
4.9% Series due December 2052	200,000	-
Total mortgage bonds	1,525,000	1,325,000

Governmental Bonds (a):
4.6% Series due 2017, Jefferson County (d)	54,700	54,700
5.0% Series due 2021, Independence County (d)	45,000	45,000
Total governmental bonds	99,700	99,700

Variable Interest Entity Notes Payable (Note 4):
9% Series H due June 2013	30,000	30,000
5.69% Series I due July 2014	70,000	70,000
3.23% Series J due July 2016	55,000	55,000
2.62% Series K due December 2017	60,000	-
Total variable interest entity notes payable	215,000	155,000

Securitization Bonds:
2.30% Series Senior Secured due August 2021	101,575	113,792
Total securitization bonds	101,575	113,792

Other:
Long-term DOE Obligation (b)	181,157	181,031
Unamortized Premium and Discount – Net	(655)	(733)
Other	2,118	2,131

Total Long-Term Debt	2,123,895	1,875,921
Less Amount Due Within One Year	330,000	-
Long-Term Debt Excluding Amount Due Within One Year	$1,793,895	$1,875,921

Fair Value of Long-Term Debt (c)	$1,876,335	$1,756,361

	2012	2011
	(In Thousands)
Entergy Gulf States Louisiana
Mortgage Bonds:
6.0% Series due May 2018	$375,000	$375,000
3.95% Series due October 2020	250,000	250,000
5.59% Series due October 2024	300,000	300,000
6.2% Series due July 2033	240,000	240,000
6.18% Series due March 2035	85,000	85,000
Total mortgage bonds	1,250,000	1,250,000

Governmental Bonds (a):
2.875% Series due 2015, Louisiana Public Facilities Authority (d)	31,955	31,955
5.8% Series due 2016, West Feliciana Parish	-	10,840
5.0% Series due 2028, Louisiana Public Facilities Authority (d)	83,680	83,680
Total governmental bonds	115,635	126,475

Variable Interest Entity Notes Payable (Note 4):
5.41% Series O due July 2012	-	60,000
5.56% Series N due May 2013	75,000	75,000
3.25% Series Q due July 2017	75,000	-
Credit Facility due July 2013, weighted avg rate 2.25%	-	29,400
Total variable interest entity notes payable	150,000	164,400

Other:
Unamortized Premium and Discount – Net	(1,810)	(2,048)
Other	3,604	3,603

Total Long-Term Debt	1,517,429	1,542,430
Less Amount Due Within One Year	75,000	60,000
Long-Term Debt Excluding Amount Due Within One Year	$1,442,429	$1,482,430

Fair Value of Long-Term Debt (c)	$1,668,819	$1,642,388

	2012	2011
	(In Thousands)
Entergy Louisiana
Mortgage Bonds:
1.875% Series due December 2014	$250,000	$-
6.50% Series due September 2018	300,000	300,000
4.8% Series due May 2021	200,000	200,000
3.3% Series due December 2022	200,000	-
5.40% Series due November 2024	400,000	400,000
4.44% Series due January 2026	250,000	250,000
6.4% Series due October 2034	70,000	70,000
6.3% Series due September 2035	100,000	100,000
6.0% Series due March 2040	150,000	150,000
5.875% Series due June 2041	150,000	150,000
5.25% Series due July 2052	200,000	-
Total mortgage bonds	2,270,000	1,620,000

Governmental Bonds (a):
5.0% Series due 2030, Louisiana Public Facilities Authority (d)	115,000	115,000
Total governmental bonds	115,000	115,000

Variable Interest Entity Notes Payable (Note 4):
5.69% Series E due July 2014	50,000	50,000
3.30% Series F due March 2016	20,000	20,000
3.25% Series G due July 2017	25,000	-
Total variable interest entity notes payable	95,000	70,000

Securitization Bonds:
2.04% Series Senior Secured due June 2021	181,584	207,156
Total securitization bonds	181,584	207,156

Other:
Waterford 3 Lease Obligation 7.45% (Note 10)	162,949	188,255
Bank Credit Facility, weighted average rate 0.67% (Note 4)	-	50,000
Unamortized Premium and Discount - Net	(2,230)	(1,912)
Other	3,792	3,813

Total Long-Term Debt	2,826,095	2,252,312
Less Amount Due Within One Year	14,236	75,309
Long-Term Debt Excluding Amount Due Within One Year	$2,811,859	$2,177,003

Fair Value of Long-Term Debt (c)	$2,921,322	$2,211,355

	2012	2011
	(In Thousands)
Entergy Mississippi
Mortgage Bonds:
5.15% Series due February 2013	$100,000	$100,000
3.25% Series due June 2016	125,000	125,000
4.95% Series due June 2018	95,000	95,000
6.64% Series due July 2019	150,000	150,000
3.1% Series due July 2023	250,000	-
6.0% Series due November 2032	75,000	75,000
6.25% Series due April 2034	100,000	100,000
6.20% Series due April 2040	80,000	80,000
6.0% Series due May 2051	150,000	150,000
Total mortgage bonds	1,125,000	875,000

Governmental Bonds (a):
4.60% Series due 2022, Mississippi Business Finance Corp.(d)	16,030	16,030
4.90% Series due 2022, Independence County (d)	30,000	30,000
Total governmental bonds	46,030	46,030

Other:
Unamortized Premium and Discount – Net	(1,511)	(591)

Total Long-Term Debt	1,169,519	920,439
Less Amount Due Within One Year	100,000	-
Long-Term Debt Excluding Amount Due Within One Year	$1,069,519	$920,439

Fair Value of Long-Term Debt (c)	$1,230,714	$985,600

	2012	2011
	(In Thousands)
Entergy New Orleans
Mortgage Bonds:
5.25% Series due August 2013	$70,000	$70,000
5.10% Series due December 2020	25,000	25,000
5.6% Series due September 2024	33,369	33,449
5.65% Series due September 2029	37,976	38,145
5.0% Series due December 2052	30,000	-
Total mortgage bonds	196,345	166,594

Other:
Unamortized Premium and Discount – Net	(45)	(57)

Total Long-Term Debt	196,300	166,537
Less Amount Due Within One Year	70,000	-
Long-Term Debt Excluding Amount Due Within One Year	$126,300	$166,537

Fair Value of Long-Term Debt (c)	$200,725	$169,270

	2012	2011
	(In Thousands)
Entergy Texas
Mortgage Bonds:
3.60% Series due June 2015	$200,000	$200,000
7.125% Series due February 2019	500,000	500,000
4.1% Series due September 2021	75,000	75,000
7.875% Series due June 2039	150,000	150,000
Total mortgage bonds	925,000	925,000

Securitization Bonds:
5.51% Series Senior Secured, Series A due October 2013	-	18,494
2.12% Series Senior Secured due February 2016	93,436	132,005
5.79% Series Senior Secured, Series A due October 2018	119,341	121,600
3.65% Series Senior Secured due August 2019	144,800	144,800
5.93% Series Senior Secured, Series A due June 2022	114,400	114,400
4.38% Series Senior Secured due November 2023	218,600	218,600
Total securitization bonds	690,577	749,899

Other:
Unamortized Premium and Discount - Net	(2,653)	(3,103)
Other	4,889	5,331

Total Long-Term Debt	1,617,813	1,677,127
Less Amount Due Within One Year	-	-
Long-Term Debt Excluding Amount Due Within One Year	$1,617,813	$1,677,127

Fair Value of Long-Term Debt (c)	$1,885,672	$1,906,081

	2012	2011
	(In Thousands)
System Energy
Mortgage Bonds:
6.2% Series due October 2012	$-	$70,000
4.1% Series due April 2023	250,000	-
Total mortgage bonds	250,000	70,000

Governmental Bonds (a):
5.875% Series due 2022, Mississippi Business Finance Corp.	216,000	216,000
5.9% Series due 2022, Mississippi Business Finance Corp.	-	102,975
6.2% Series due 2026, Claiborne County	-	50,000
Total governmental bonds	216,000	368,975

Variable Interest Entity Notes Payable (Note 4):
6.29% Series F due September 2013	70,000	70,000
5.33% Series G due April 2015	60,000	60,000
4.02% Series H due February 2017	50,000	-
Total variable interest entity notes payable	180,000	130,000

Other:
Grand Gulf Lease Obligation 5.13% (Note 10)	138,893	178,784
Unamortized Premium and Discount – Net	(1,096)	(714)
Other	2	3

Total Long-Term Debt	783,799	747,048
Less Amount Due Within One Year	111,854	110,163
Long-Term Debt Excluding Amount Due Within One Year	$671,945	$636,885

Fair Value of Long-Term Debt (c)	$664,670	$582,952

(a)	Consists of pollution control revenue bonds and environmental revenue bonds.
(b)	Pursuant to the Nuclear Waste Policy Act of 1982, Entergy's nuclear owner/licensee subsidiaries have contracts with the DOE for spent nuclear fuel disposal service. The contracts include a one-time fee for generation prior to April 7, 1983. Entergy Arkansas is the only Entergy company that generated electric power with nuclear fuel prior to that date and includes the one-time fee, plus accrued interest, in long-term debt.
(c)	The fair value excludes lease obligations of $163 million at Entergy Louisiana and $139 million at System Energy and long-term DOE obligations of $181 million at Entergy Arkansas, and includes debt due within one year. Fair values are classified as Level 2 in the fair value hierarchy discussed in Note 16 to the financial statements and are based on prices derived from inputs such as benchmark yields and reported trades.
(d)	The bonds are secured by a series of collateral first mortgage bonds.

The annual long-term debt maturities (excluding lease obligations and long-term DOE obligations) for debt outstanding as of December 31, 2012, for the next five years are as follows:

	Entergy Arkansas	Entergy Gulf States Louisiana	Entergy Louisiana	Entergy Mississippi	Entergy New Orleans	Entergy Texas	System Energy

2013	$330,000	$75,000	-	$100,000	$70,000	-	$70,000
2014	$70,000	-	$300,000	-	-	-	-
2015	-	$31,955	-	-	-	$200,000	$60,000
2016	$55,000	-	$20,000	$125,000	-	$93,436	-
2017	$114,700	$75,000	$25,000	-	-	-	$50,000

Entergy Arkansas Debt Issuances

In January 2013, Entergy Arkansas arranged for the issuance by (i) Independence County, Arkansas of $45 million of 2.375% Pollution Control Revenue Refunding Bonds (Entergy Arkansas, Inc. Project) Series 2013 due January 2021, and (ii) Jefferson County, Arkansas of $54.7 million of 1.55% Pollution Control Revenue Refunding Bonds (Entergy Arkansas, Inc. Project) Series 2013 due October 2017, each of which series is secured by a separate series of non-interest bearing first mortgage bonds of Entergy Arkansas. The proceeds of these issuances were applied to the refunding of outstanding series of pollution control revenue bonds previously issued by the respective issuers.

Entergy Arkansas Securitization Bonds

In June 2010, the APSC issued a financing order authorizing the issuance of bonds to recover Entergy Arkansas's January 2009 ice storm damage restoration costs, including carrying costs of $11.5 million and $4.6 million of up-front financing costs. In August 2010, Entergy Arkansas Restoration Funding, LLC, a company wholly-owned and consolidated by Entergy Arkansas, issued $124.1 million of storm cost recovery bonds. The bonds have a coupon of 2.30% and an expected maturity date of August 2021. Although the principal amount is not due until the date given above, Entergy Arkansas Restoration Funding expects to make principal payments on the bonds over the next five years in the amount of $12.6 million for 2013, $12.8 million for 2014, $13.2 million for 2015, $13.4 million for 2016, and $13.8 million for 2017. With the proceeds, Entergy Arkansas Restoration Funding purchased from Entergy Arkansas the storm recovery property, which is the right to recover from customers through a storm recovery charge amounts sufficient to service the securitization bonds. The storm recovery property is reflected as a regulatory asset on the consolidated Entergy Arkansas balance sheet. The creditors of Entergy Arkansas do not have recourse to the assets or revenues of Entergy Arkansas Restoration Funding, including the storm recovery property, and the creditors of Entergy Arkansas Restoration Funding do not have recourse to the assets or revenues of Entergy Arkansas. Entergy Arkansas has no payment obligations to Entergy Arkansas Restoration Funding except to remit storm recovery charge collections.

Entergy Louisiana Securitization Bonds – Little Gypsy

In August 2011, the LPSC issued a financing order authorizing the issuance of bonds to recover Entergy Louisiana's investment recovery costs associated with the cancelled Little Gypsy repowering project. In September 2011, Entergy Louisiana Investment Recovery Funding I, L.L.C., a company wholly-owned and consolidated by Entergy Louisiana, issued $207.2 million of senior secured investment recovery bonds. The bonds have an interest rate of 2.04% and an expected maturity date of June 2021. Although the principal amount is not due until the date given above, Entergy Louisiana Investment Recovery Funding expects to make principal payments on the bonds over the next five years in the amounts of $16.6 million for 2013, $21.9 million for 2014, $20.5 million for 2015, $21.6 million for 2016, and $21.7 million for 2017. With the proceeds, Entergy Louisiana Investment Recovery Funding purchased from Entergy Louisiana the investment recovery property, which is the right to recover from customers through an investment recovery charge amounts sufficient to service the bonds. In accordance with the financing order, Entergy Louisiana will apply the proceeds it received from the sale of the investment recovery property as a reimbursement for previously-incurred investment recovery costs. The investment recovery property is reflected as a regulatory asset on the consolidated Entergy Louisiana balance sheet. The creditors of Entergy Louisiana do not have recourse to the assets or revenues of Entergy Louisiana Investment Recovery Funding, including the investment recovery property, and the creditors of Entergy Louisiana Investment Recovery Funding do not have recourse to the assets or revenues of Entergy Louisiana. Entergy Louisiana has no payment obligations to Entergy Louisiana Investment Recovery Funding except to remit investment recovery charge collections.

Entergy Texas Securitization Bonds - Hurricane Rita

In April 2007, the PUCT issued a financing order authorizing the issuance of securitization bonds to recover $353 million of Entergy Texas's Hurricane Rita reconstruction costs and up to $6 million of transaction costs, offset by $32 million of related deferred income tax benefits. In June 2007, Entergy Gulf States Reconstruction Funding I, LLC, a company that is now wholly-owned and consolidated by Entergy Texas, issued $329.5 million of senior secured transition bonds (securitization bonds) as follows:

	Amount
	(In Thousands)
Senior Secured Transition Bonds, Series A:
Tranche A-1 (5.51%) due October 2013	$93,500
Tranche A-2 (5.79%) due October 2018	121,600
Tranche A-3 (5.93%) due June 2022	114,400
Total senior secured transition bonds	$329,500

Although the principal amount of each tranche is not due until the dates given above, Entergy Gulf States Reconstruction Funding expects to make principal payments on the bonds over the next five years in the amounts of $21.9 million for 2013, $23.2 million for 2014, $24.6 million for 2015, $26.0 million for 2016, and $27.6 million for 2017. All of the scheduled principal payments for 2013-2016 are for Tranche A-2, $23.6 million of the scheduled principal payments for 2017 are for Tranche A-2, and $4 million of the scheduled principal payments for 2017 are for Tranche A-3.

With the proceeds, Entergy Gulf States Reconstruction Funding purchased from Entergy Texas the transition property, which is the right to recover from customers through a transition charge amounts sufficient to service the securitization bonds. The transition property is reflected as a regulatory asset on the consolidated Entergy Texas balance sheet. The creditors of Entergy Texas do not have recourse to the assets or revenues of Entergy Gulf States Reconstruction Funding, including the transition property, and the creditors of Entergy Gulf States Reconstruction Funding do not have recourse to the assets or revenues of Entergy Texas. Entergy Texas has no payment obligations to Entergy Gulf States Reconstruction Funding except to remit transition charge collections.

Entergy Texas Securitization Bonds - Hurricane Ike and Hurricane Gustav

In September 2009, the PUCT authorized the issuance of securitization bonds to recover $566.4 million of Entergy Texas's Hurricane Ike and Hurricane Gustav restoration costs, plus carrying costs and transaction costs, offset by insurance proceeds. In November 2009, Entergy Texas Restoration funding, LLC (Entergy Texas Restoration Funding), a company wholly-owned and consolidated by Entergy Texas, issued $545.9 million of senior secured transition bonds (securitization bonds), as follows:

	Amount
	(In Thousands)
Senior Secured Transition Bonds
Tranche A-1 (2.12%) due February 2016	$182,500
Tranche A-2 (3.65%) due August 2019	144,800
Tranche A-3 (4.38%) due November 2023	218,600
Total senior secured transition bonds	$545,900

Although the principal amount of each tranche is not due until the dates given above, Entergy Texas Restoration Funding expects to make principal payments on the bonds over the next five years in the amount of $39.4 million for 2013, $40.2 million for 2014, $41.2 million for 2015, $42.6 million for 2016, and $44.1 million for 2017. All of the scheduled principal payments for 2013-2014 are for Tranche A-1, $13.8 million of the scheduled principal payments for 2015 are for Tranche A-1 and $27.4 million are for Tranche A-2, and all of the scheduled principal payments for 2016-2017 are for Tranche A-2.

With the proceeds, Entergy Texas Restoration Funding purchased from Entergy Texas the transition property, which is the right to recover from customers through a transition charge amounts sufficient to service the securitization bonds. The transition property is reflected as a regulatory asset on the consolidated Entergy Texas balance sheet. The creditors of Entergy Texas do not have recourse to the assets or revenues of Entergy Texas Restoration Funding, including the transition property, and the creditors of Entergy Texas Restoration Funding do not have recourse to the assets or revenues of Entergy Texas. Entergy Texas has no payment obligations to Entergy Texas Restoration Funding except to remit transition charge collections.

Long - Term Debt

NOTE 5. LONG - TERM DEBT (Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

Long-term debt for Entergy Corporation and subsidiaries as of December 31, 2012 and 2011 consisted of:


Type of Debt and Maturity	Weighted Average Interest Rate December 31, 2012	Interest Rate Ranges at December 31,		Outstanding at December 31,
Type of Debt and Maturity	Weighted Average Interest Rate December 31, 2012	2012	2011	2012	2011
				(In Thousands)

Mortgage Bonds
2012-2017	3.24%	1.88% - 5.40%	3.25% - 6.20%	$1,045,000	$865,000
2018-2022	5.15%	3.30% - 7.13%	3.75% - 7.13%	2,635,000	2,435,000
2023-2027	4.82%	3.10% - 5.66%	4.44% - 5.66%	1,658,369	1,158,449
2028-2037	6.18%	5.65% - 6.40%	5.65% - 6.40%	867,976	868,145
2039-2052	6.22%	4.90% - 7.88%	5.75% - 7.88%	1,335,000	905,000

Governmental Bonds (a)
2012-2017	4.15%	2.88% - 4.60%	2.88% - 5.80%	86,655	97,495
2018-2022	5.59%	4.60% - 5.88%	4.60% - 5.9%	307,030	410,005
2023-2030	5.00%	5.00%	5.0% - 6.20%	198,680	248,680

Securitization Bonds
2013-2020	4.18%	2.12% - 5.79%	2.12% - 5.79%	357,577	416,899
2021-2023	3.74%	2.04% - 5.93%	2.04% - 5.93%	616,159	653,948

Variable Interest Entities Notes Payable (Note 4)
2012-2017	3.85%	2.62% - 9.00%	2.25% - 9.00%	640,000	519,400

Entergy Corporation Notes
due September 2015	n/a	3.625%	3.625%	550,000	550,000
due January 2017	n/a	4.7%	n/a	500,000	-
due September 2020	n/a	5.125%	5.125%	450,000	450,000

Note Payable to NYPA	(b)	(b)	(b)	109,679	133,363
5 Year Credit Facility (Note 4)	n/a	2.04%	0.75%	795,000	1,920,000
Long-term DOE Obligation (c)	-	-	-	181,157	181,031
Waterford 3 Lease Obligation (d)	n/a	7.45%	7.45%	162,949	188,255
Grand Gulf Lease Obligation (d)	n/a	5.13%	5.13%	138,893	178,784
Bank Credit Facility – Entergy Louisiana	n/a	n/a	0.67%	-	50,000
Unamortized Premium and Discount - Net				(10,744)	(9,531)
Other				14,454	16,523
Total Long-Term Debt				12,638,834	12,236,446
Less Amount Due Within One Year				718,516	2,192,733
Long-Term Debt Excluding Amount Due Within One Year				$11,920,318	$10,043,713

Fair Value of Long-Term Debt (e)				$12,849,330	$12,176,251

(a)	Consists of pollution control revenue bonds and environmental revenue bonds.
(b)	These notes do not have a stated interest rate, but have an implicit interest rate of 4.8%.
(c)	Pursuant to the Nuclear Waste Policy Act of 1982, Entergy's nuclear owner/licensee subsidiaries have contracts with the DOE for spent nuclear fuel disposal service. The contracts include a one-time fee for generation prior to April 7, 1983. Entergy Arkansas is the only Entergy company that generated electric power with nuclear fuel prior to that date and includes the one-time fee, plus accrued interest, in long-term debt.
(d)	See Note 10 for further discussion of the Waterford 3 and Grand Gulf Lease Obligations.
(e)	The fair value excludes lease obligations of $163 million at Entergy Louisiana and $139 million at System Energy, long-term DOE obligations of $181 million at Entergy Arkansas, and the note payable to NYPA of $110 million at Entergy, and includes debt due within one year. Fair values are classified as Level 2 in the fair value hierarchy discussed in Note 16 to the financial statements and are based on prices derived from inputs such as benchmark yields and reported trades.

The annual long-term debt maturities (excluding lease obligations and long-term DOE obligations) for debt outstanding as of December 31, 2012, for the next five years are as follows:

	Amount
	(In Thousands)

2013	$659,720
2014	$385,373
2015	$860,566
2016	$295,441
2017	$1,561,801

In November 2000, Entergy's non-utility nuclear business purchased the FitzPatrick and Indian Point 3 power plants in a seller-financed transaction. Entergy issued notes to NYPA with seven annual installments of approximately $108 million commencing one year from the date of the closing, and eight annual installments of $20 million commencing eight years from the date of the closing. These notes do not have a stated interest rate, but have an implicit interest rate of 4.8%. In accordance with the purchase agreement with NYPA, the purchase of Indian Point 2 in 2001 resulted in Entergy becoming liable to NYPA for an additional $10 million per year for 10 years, beginning in September 2003. This liability was recorded upon the purchase of Indian Point 2 in September 2001, and is included in the note payable to NYPA balance above. In July 2003 a payment of $102 million was made prior to maturity on the note payable to NYPA. Under a provision in a letter of credit supporting these notes, if certain of the Utility operating companies or System Energy were to default on other indebtedness, Entergy could be required to post collateral to support the letter of credit.

Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy Texas, and System Energy have obtained long-term financing authorizations from the FERC that extend through July 2013. Entergy Arkansas has obtained long-term financing authorization from the APSC that extends through December 2015. Entergy New Orleans has obtained long-term financing authorization from the City Council that extends through July 2014.

Capital Funds Agreement

Pursuant to an agreement with certain creditors, Entergy Corporation has agreed to supply System Energy with sufficient capital to:

· maintain System Energy's equity capital at a minimum of 35% of its total capitalization (excluding short-term debt);

· permit the continued commercial operation of Grand Gulf;

· pay in full all System Energy indebtedness for borrowed money when due; and

· enable System Energy to make payments on specific System Energy debt, under supplements to the agreement assigning System Energy's rights in the agreement as security for the specific debt.

Long-term debt for the Registrant Subsidiaries as of December 31, 2012 and 2011 consisted of:

	2012	2011
	(In Thousands)
Entergy Arkansas
Mortgage Bonds:
5.40% Series due August 2013	$300,000	$300,000
5.0% Series due July 2018	115,000	115,000
3.75% Series due February 2021	350,000	350,000
5.66% Series due February 2025	175,000	175,000
5.9% Series due June 2033	100,000	100,000
6.38% Series due November 2034	60,000	60,000
5.75% Series due November 2040	225,000	225,000
4.9% Series due December 2052	200,000	-
Total mortgage bonds	1,525,000	1,325,000

Governmental Bonds (a):
4.6% Series due 2017, Jefferson County (d)	54,700	54,700
5.0% Series due 2021, Independence County (d)	45,000	45,000
Total governmental bonds	99,700	99,700

Variable Interest Entity Notes Payable (Note 4):
9% Series H due June 2013	30,000	30,000
5.69% Series I due July 2014	70,000	70,000
3.23% Series J due July 2016	55,000	55,000
2.62% Series K due December 2017	60,000	-
Total variable interest entity notes payable	215,000	155,000

Securitization Bonds:
2.30% Series Senior Secured due August 2021	101,575	113,792
Total securitization bonds	101,575	113,792

Other:
Long-term DOE Obligation (b)	181,157	181,031
Unamortized Premium and Discount – Net	(655)	(733)
Other	2,118	2,131

Total Long-Term Debt	2,123,895	1,875,921
Less Amount Due Within One Year	330,000	-
Long-Term Debt Excluding Amount Due Within One Year	$1,793,895	$1,875,921

Fair Value of Long-Term Debt (c)	$1,876,335	$1,756,361

	2012	2011
	(In Thousands)
Entergy Gulf States Louisiana
Mortgage Bonds:
6.0% Series due May 2018	$375,000	$375,000
3.95% Series due October 2020	250,000	250,000
5.59% Series due October 2024	300,000	300,000
6.2% Series due July 2033	240,000	240,000
6.18% Series due March 2035	85,000	85,000
Total mortgage bonds	1,250,000	1,250,000

Governmental Bonds (a):
2.875% Series due 2015, Louisiana Public Facilities Authority (d)	31,955	31,955
5.8% Series due 2016, West Feliciana Parish	-	10,840
5.0% Series due 2028, Louisiana Public Facilities Authority (d)	83,680	83,680
Total governmental bonds	115,635	126,475

Variable Interest Entity Notes Payable (Note 4):
5.41% Series O due July 2012	-	60,000
5.56% Series N due May 2013	75,000	75,000
3.25% Series Q due July 2017	75,000	-
Credit Facility due July 2013, weighted avg rate 2.25%	-	29,400
Total variable interest entity notes payable	150,000	164,400

Other:
Unamortized Premium and Discount – Net	(1,810)	(2,048)
Other	3,604	3,603

Total Long-Term Debt	1,517,429	1,542,430
Less Amount Due Within One Year	75,000	60,000
Long-Term Debt Excluding Amount Due Within One Year	$1,442,429	$1,482,430

Fair Value of Long-Term Debt (c)	$1,668,819	$1,642,388

	2012	2011
	(In Thousands)
Entergy Louisiana
Mortgage Bonds:
1.875% Series due December 2014	$250,000	$-
6.50% Series due September 2018	300,000	300,000
4.8% Series due May 2021	200,000	200,000
3.3% Series due December 2022	200,000	-
5.40% Series due November 2024	400,000	400,000
4.44% Series due January 2026	250,000	250,000
6.4% Series due October 2034	70,000	70,000
6.3% Series due September 2035	100,000	100,000
6.0% Series due March 2040	150,000	150,000
5.875% Series due June 2041	150,000	150,000
5.25% Series due July 2052	200,000	-
Total mortgage bonds	2,270,000	1,620,000

Governmental Bonds (a):
5.0% Series due 2030, Louisiana Public Facilities Authority (d)	115,000	115,000
Total governmental bonds	115,000	115,000

Variable Interest Entity Notes Payable (Note 4):
5.69% Series E due July 2014	50,000	50,000
3.30% Series F due March 2016	20,000	20,000
3.25% Series G due July 2017	25,000	-
Total variable interest entity notes payable	95,000	70,000

Securitization Bonds:
2.04% Series Senior Secured due June 2021	181,584	207,156
Total securitization bonds	181,584	207,156

Other:
Waterford 3 Lease Obligation 7.45% (Note 10)	162,949	188,255
Bank Credit Facility, weighted average rate 0.67% (Note 4)	-	50,000
Unamortized Premium and Discount - Net	(2,230)	(1,912)
Other	3,792	3,813

Total Long-Term Debt	2,826,095	2,252,312
Less Amount Due Within One Year	14,236	75,309
Long-Term Debt Excluding Amount Due Within One Year	$2,811,859	$2,177,003

Fair Value of Long-Term Debt (c)	$2,921,322	$2,211,355

	2012	2011
	(In Thousands)
Entergy Mississippi
Mortgage Bonds:
5.15% Series due February 2013	$100,000	$100,000
3.25% Series due June 2016	125,000	125,000
4.95% Series due June 2018	95,000	95,000
6.64% Series due July 2019	150,000	150,000
3.1% Series due July 2023	250,000	-
6.0% Series due November 2032	75,000	75,000
6.25% Series due April 2034	100,000	100,000
6.20% Series due April 2040	80,000	80,000
6.0% Series due May 2051	150,000	150,000
Total mortgage bonds	1,125,000	875,000

Governmental Bonds (a):
4.60% Series due 2022, Mississippi Business Finance Corp.(d)	16,030	16,030
4.90% Series due 2022, Independence County (d)	30,000	30,000
Total governmental bonds	46,030	46,030

Other:
Unamortized Premium and Discount – Net	(1,511)	(591)

Total Long-Term Debt	1,169,519	920,439
Less Amount Due Within One Year	100,000	-
Long-Term Debt Excluding Amount Due Within One Year	$1,069,519	$920,439

Fair Value of Long-Term Debt (c)	$1,230,714	$985,600

	2012	2011
	(In Thousands)
Entergy New Orleans
Mortgage Bonds:
5.25% Series due August 2013	$70,000	$70,000
5.10% Series due December 2020	25,000	25,000
5.6% Series due September 2024	33,369	33,449
5.65% Series due September 2029	37,976	38,145
5.0% Series due December 2052	30,000	-
Total mortgage bonds	196,345	166,594

Other:
Unamortized Premium and Discount – Net	(45)	(57)

Total Long-Term Debt	196,300	166,537
Less Amount Due Within One Year	70,000	-
Long-Term Debt Excluding Amount Due Within One Year	$126,300	$166,537

Fair Value of Long-Term Debt (c)	$200,725	$169,270

	2012	2011
	(In Thousands)
Entergy Texas
Mortgage Bonds:
3.60% Series due June 2015	$200,000	$200,000
7.125% Series due February 2019	500,000	500,000
4.1% Series due September 2021	75,000	75,000
7.875% Series due June 2039	150,000	150,000
Total mortgage bonds	925,000	925,000

Securitization Bonds:
5.51% Series Senior Secured, Series A due October 2013	-	18,494
2.12% Series Senior Secured due February 2016	93,436	132,005
5.79% Series Senior Secured, Series A due October 2018	119,341	121,600
3.65% Series Senior Secured due August 2019	144,800	144,800
5.93% Series Senior Secured, Series A due June 2022	114,400	114,400
4.38% Series Senior Secured due November 2023	218,600	218,600
Total securitization bonds	690,577	749,899

Other:
Unamortized Premium and Discount - Net	(2,653)	(3,103)
Other	4,889	5,331

Total Long-Term Debt	1,617,813	1,677,127
Less Amount Due Within One Year	-	-
Long-Term Debt Excluding Amount Due Within One Year	$1,617,813	$1,677,127

Fair Value of Long-Term Debt (c)	$1,885,672	$1,906,081

	2012	2011
	(In Thousands)
System Energy
Mortgage Bonds:
6.2% Series due October 2012	$-	$70,000
4.1% Series due April 2023	250,000	-
Total mortgage bonds	250,000	70,000

Governmental Bonds (a):
5.875% Series due 2022, Mississippi Business Finance Corp.	216,000	216,000
5.9% Series due 2022, Mississippi Business Finance Corp.	-	102,975
6.2% Series due 2026, Claiborne County	-	50,000
Total governmental bonds	216,000	368,975

Variable Interest Entity Notes Payable (Note 4):
6.29% Series F due September 2013	70,000	70,000
5.33% Series G due April 2015	60,000	60,000
4.02% Series H due February 2017	50,000	-
Total variable interest entity notes payable	180,000	130,000

Other:
Grand Gulf Lease Obligation 5.13% (Note 10)	138,893	178,784
Unamortized Premium and Discount – Net	(1,096)	(714)
Other	2	3

Total Long-Term Debt	783,799	747,048
Less Amount Due Within One Year	111,854	110,163
Long-Term Debt Excluding Amount Due Within One Year	$671,945	$636,885

Fair Value of Long-Term Debt (c)	$664,670	$582,952

(a)	Consists of pollution control revenue bonds and environmental revenue bonds.
(b)	Pursuant to the Nuclear Waste Policy Act of 1982, Entergy's nuclear owner/licensee subsidiaries have contracts with the DOE for spent nuclear fuel disposal service. The contracts include a one-time fee for generation prior to April 7, 1983. Entergy Arkansas is the only Entergy company that generated electric power with nuclear fuel prior to that date and includes the one-time fee, plus accrued interest, in long-term debt.
(c)	The fair value excludes lease obligations of $163 million at Entergy Louisiana and $139 million at System Energy and long-term DOE obligations of $181 million at Entergy Arkansas, and includes debt due within one year. Fair values are classified as Level 2 in the fair value hierarchy discussed in Note 16 to the financial statements and are based on prices derived from inputs such as benchmark yields and reported trades.
(d)	The bonds are secured by a series of collateral first mortgage bonds.

The annual long-term debt maturities (excluding lease obligations and long-term DOE obligations) for debt outstanding as of December 31, 2012, for the next five years are as follows:

	Entergy Arkansas	Entergy Gulf States Louisiana	Entergy Louisiana	Entergy Mississippi	Entergy New Orleans	Entergy Texas	System Energy

2013	$330,000	$75,000	-	$100,000	$70,000	-	$70,000
2014	$70,000	-	$300,000	-	-	-	-
2015	-	$31,955	-	-	-	$200,000	$60,000
2016	$55,000	-	$20,000	$125,000	-	$93,436	-
2017	$114,700	$75,000	$25,000	-	-	-	$50,000

Entergy Arkansas Debt Issuances

In January 2013, Entergy Arkansas arranged for the issuance by (i) Independence County, Arkansas of $45 million of 2.375% Pollution Control Revenue Refunding Bonds (Entergy Arkansas, Inc. Project) Series 2013 due January 2021, and (ii) Jefferson County, Arkansas of $54.7 million of 1.55% Pollution Control Revenue Refunding Bonds (Entergy Arkansas, Inc. Project) Series 2013 due October 2017, each of which series is secured by a separate series of non-interest bearing first mortgage bonds of Entergy Arkansas. The proceeds of these issuances were applied to the refunding of outstanding series of pollution control revenue bonds previously issued by the respective issuers.

Entergy Arkansas Securitization Bonds

In June 2010, the APSC issued a financing order authorizing the issuance of bonds to recover Entergy Arkansas's January 2009 ice storm damage restoration costs, including carrying costs of $11.5 million and $4.6 million of up-front financing costs. In August 2010, Entergy Arkansas Restoration Funding, LLC, a company wholly-owned and consolidated by Entergy Arkansas, issued $124.1 million of storm cost recovery bonds. The bonds have a coupon of 2.30% and an expected maturity date of August 2021. Although the principal amount is not due until the date given above, Entergy Arkansas Restoration Funding expects to make principal payments on the bonds over the next five years in the amount of $12.6 million for 2013, $12.8 million for 2014, $13.2 million for 2015, $13.4 million for 2016, and $13.8 million for 2017. With the proceeds, Entergy Arkansas Restoration Funding purchased from Entergy Arkansas the storm recovery property, which is the right to recover from customers through a storm recovery charge amounts sufficient to service the securitization bonds. The storm recovery property is reflected as a regulatory asset on the consolidated Entergy Arkansas balance sheet. The creditors of Entergy Arkansas do not have recourse to the assets or revenues of Entergy Arkansas Restoration Funding, including the storm recovery property, and the creditors of Entergy Arkansas Restoration Funding do not have recourse to the assets or revenues of Entergy Arkansas. Entergy Arkansas has no payment obligations to Entergy Arkansas Restoration Funding except to remit storm recovery charge collections.

Entergy Louisiana Securitization Bonds – Little Gypsy

In August 2011, the LPSC issued a financing order authorizing the issuance of bonds to recover Entergy Louisiana's investment recovery costs associated with the cancelled Little Gypsy repowering project. In September 2011, Entergy Louisiana Investment Recovery Funding I, L.L.C., a company wholly-owned and consolidated by Entergy Louisiana, issued $207.2 million of senior secured investment recovery bonds. The bonds have an interest rate of 2.04% and an expected maturity date of June 2021. Although the principal amount is not due until the date given above, Entergy Louisiana Investment Recovery Funding expects to make principal payments on the bonds over the next five years in the amounts of $16.6 million for 2013, $21.9 million for 2014, $20.5 million for 2015, $21.6 million for 2016, and $21.7 million for 2017. With the proceeds, Entergy Louisiana Investment Recovery Funding purchased from Entergy Louisiana the investment recovery property, which is the right to recover from customers through an investment recovery charge amounts sufficient to service the bonds. In accordance with the financing order, Entergy Louisiana will apply the proceeds it received from the sale of the investment recovery property as a reimbursement for previously-incurred investment recovery costs. The investment recovery property is reflected as a regulatory asset on the consolidated Entergy Louisiana balance sheet. The creditors of Entergy Louisiana do not have recourse to the assets or revenues of Entergy Louisiana Investment Recovery Funding, including the investment recovery property, and the creditors of Entergy Louisiana Investment Recovery Funding do not have recourse to the assets or revenues of Entergy Louisiana. Entergy Louisiana has no payment obligations to Entergy Louisiana Investment Recovery Funding except to remit investment recovery charge collections.

Entergy Texas Securitization Bonds - Hurricane Rita

In April 2007, the PUCT issued a financing order authorizing the issuance of securitization bonds to recover $353 million of Entergy Texas's Hurricane Rita reconstruction costs and up to $6 million of transaction costs, offset by $32 million of related deferred income tax benefits. In June 2007, Entergy Gulf States Reconstruction Funding I, LLC, a company that is now wholly-owned and consolidated by Entergy Texas, issued $329.5 million of senior secured transition bonds (securitization bonds) as follows:

	Amount
	(In Thousands)
Senior Secured Transition Bonds, Series A:
Tranche A-1 (5.51%) due October 2013	$93,500
Tranche A-2 (5.79%) due October 2018	121,600
Tranche A-3 (5.93%) due June 2022	114,400
Total senior secured transition bonds	$329,500

Although the principal amount of each tranche is not due until the dates given above, Entergy Gulf States Reconstruction Funding expects to make principal payments on the bonds over the next five years in the amounts of $21.9 million for 2013, $23.2 million for 2014, $24.6 million for 2015, $26.0 million for 2016, and $27.6 million for 2017. All of the scheduled principal payments for 2013-2016 are for Tranche A-2, $23.6 million of the scheduled principal payments for 2017 are for Tranche A-2, and $4 million of the scheduled principal payments for 2017 are for Tranche A-3.

With the proceeds, Entergy Gulf States Reconstruction Funding purchased from Entergy Texas the transition property, which is the right to recover from customers through a transition charge amounts sufficient to service the securitization bonds. The transition property is reflected as a regulatory asset on the consolidated Entergy Texas balance sheet. The creditors of Entergy Texas do not have recourse to the assets or revenues of Entergy Gulf States Reconstruction Funding, including the transition property, and the creditors of Entergy Gulf States Reconstruction Funding do not have recourse to the assets or revenues of Entergy Texas. Entergy Texas has no payment obligations to Entergy Gulf States Reconstruction Funding except to remit transition charge collections.

Entergy Texas Securitization Bonds - Hurricane Ike and Hurricane Gustav

In September 2009, the PUCT authorized the issuance of securitization bonds to recover $566.4 million of Entergy Texas's Hurricane Ike and Hurricane Gustav restoration costs, plus carrying costs and transaction costs, offset by insurance proceeds. In November 2009, Entergy Texas Restoration funding, LLC (Entergy Texas Restoration Funding), a company wholly-owned and consolidated by Entergy Texas, issued $545.9 million of senior secured transition bonds (securitization bonds), as follows:

	Amount
	(In Thousands)
Senior Secured Transition Bonds
Tranche A-1 (2.12%) due February 2016	$182,500
Tranche A-2 (3.65%) due August 2019	144,800
Tranche A-3 (4.38%) due November 2023	218,600
Total senior secured transition bonds	$545,900

Although the principal amount of each tranche is not due until the dates given above, Entergy Texas Restoration Funding expects to make principal payments on the bonds over the next five years in the amount of $39.4 million for 2013, $40.2 million for 2014, $41.2 million for 2015, $42.6 million for 2016, and $44.1 million for 2017. All of the scheduled principal payments for 2013-2014 are for Tranche A-1, $13.8 million of the scheduled principal payments for 2015 are for Tranche A-1 and $27.4 million are for Tranche A-2, and all of the scheduled principal payments for 2016-2017 are for Tranche A-2.

With the proceeds, Entergy Texas Restoration Funding purchased from Entergy Texas the transition property, which is the right to recover from customers through a transition charge amounts sufficient to service the securitization bonds. The transition property is reflected as a regulatory asset on the consolidated Entergy Texas balance sheet. The creditors of Entergy Texas do not have recourse to the assets or revenues of Entergy Texas Restoration Funding, including the transition property, and the creditors of Entergy Texas Restoration Funding do not have recourse to the assets or revenues of Entergy Texas. Entergy Texas has no payment obligations to Entergy Texas Restoration Funding except to remit transition charge collections.

Long - Term Debt

NOTE 5. LONG - TERM DEBT (Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

Long-term debt for Entergy Corporation and subsidiaries as of December 31, 2012 and 2011 consisted of:


Type of Debt and Maturity	Weighted Average Interest Rate December 31, 2012	Interest Rate Ranges at December 31,		Outstanding at December 31,
Type of Debt and Maturity	Weighted Average Interest Rate December 31, 2012	2012	2011	2012	2011
				(In Thousands)

Mortgage Bonds
2012-2017	3.24%	1.88% - 5.40%	3.25% - 6.20%	$1,045,000	$865,000
2018-2022	5.15%	3.30% - 7.13%	3.75% - 7.13%	2,635,000	2,435,000
2023-2027	4.82%	3.10% - 5.66%	4.44% - 5.66%	1,658,369	1,158,449
2028-2037	6.18%	5.65% - 6.40%	5.65% - 6.40%	867,976	868,145
2039-2052	6.22%	4.90% - 7.88%	5.75% - 7.88%	1,335,000	905,000

Governmental Bonds (a)
2012-2017	4.15%	2.88% - 4.60%	2.88% - 5.80%	86,655	97,495
2018-2022	5.59%	4.60% - 5.88%	4.60% - 5.9%	307,030	410,005
2023-2030	5.00%	5.00%	5.0% - 6.20%	198,680	248,680

Securitization Bonds
2013-2020	4.18%	2.12% - 5.79%	2.12% - 5.79%	357,577	416,899
2021-2023	3.74%	2.04% - 5.93%	2.04% - 5.93%	616,159	653,948

Variable Interest Entities Notes Payable (Note 4)
2012-2017	3.85%	2.62% - 9.00%	2.25% - 9.00%	640,000	519,400

Entergy Corporation Notes
due September 2015	n/a	3.625%	3.625%	550,000	550,000
due January 2017	n/a	4.7%	n/a	500,000	-
due September 2020	n/a	5.125%	5.125%	450,000	450,000

Note Payable to NYPA	(b)	(b)	(b)	109,679	133,363
5 Year Credit Facility (Note 4)	n/a	2.04%	0.75%	795,000	1,920,000
Long-term DOE Obligation (c)	-	-	-	181,157	181,031
Waterford 3 Lease Obligation (d)	n/a	7.45%	7.45%	162,949	188,255
Grand Gulf Lease Obligation (d)	n/a	5.13%	5.13%	138,893	178,784
Bank Credit Facility – Entergy Louisiana	n/a	n/a	0.67%	-	50,000
Unamortized Premium and Discount - Net				(10,744)	(9,531)
Other				14,454	16,523
Total Long-Term Debt				12,638,834	12,236,446
Less Amount Due Within One Year				718,516	2,192,733
Long-Term Debt Excluding Amount Due Within One Year				$11,920,318	$10,043,713

Fair Value of Long-Term Debt (e)				$12,849,330	$12,176,251

(a)	Consists of pollution control revenue bonds and environmental revenue bonds.
(b)	These notes do not have a stated interest rate, but have an implicit interest rate of 4.8%.
(c)	Pursuant to the Nuclear Waste Policy Act of 1982, Entergy's nuclear owner/licensee subsidiaries have contracts with the DOE for spent nuclear fuel disposal service. The contracts include a one-time fee for generation prior to April 7, 1983. Entergy Arkansas is the only Entergy company that generated electric power with nuclear fuel prior to that date and includes the one-time fee, plus accrued interest, in long-term debt.
(d)	See Note 10 for further discussion of the Waterford 3 and Grand Gulf Lease Obligations.
(e)	The fair value excludes lease obligations of $163 million at Entergy Louisiana and $139 million at System Energy, long-term DOE obligations of $181 million at Entergy Arkansas, and the note payable to NYPA of $110 million at Entergy, and includes debt due within one year. Fair values are classified as Level 2 in the fair value hierarchy discussed in Note 16 to the financial statements and are based on prices derived from inputs such as benchmark yields and reported trades.

The annual long-term debt maturities (excluding lease obligations and long-term DOE obligations) for debt outstanding as of December 31, 2012, for the next five years are as follows:

	Amount
	(In Thousands)

2013	$659,720
2014	$385,373
2015	$860,566
2016	$295,441
2017	$1,561,801

In November 2000, Entergy's non-utility nuclear business purchased the FitzPatrick and Indian Point 3 power plants in a seller-financed transaction. Entergy issued notes to NYPA with seven annual installments of approximately $108 million commencing one year from the date of the closing, and eight annual installments of $20 million commencing eight years from the date of the closing. These notes do not have a stated interest rate, but have an implicit interest rate of 4.8%. In accordance with the purchase agreement with NYPA, the purchase of Indian Point 2 in 2001 resulted in Entergy becoming liable to NYPA for an additional $10 million per year for 10 years, beginning in September 2003. This liability was recorded upon the purchase of Indian Point 2 in September 2001, and is included in the note payable to NYPA balance above. In July 2003 a payment of $102 million was made prior to maturity on the note payable to NYPA. Under a provision in a letter of credit supporting these notes, if certain of the Utility operating companies or System Energy were to default on other indebtedness, Entergy could be required to post collateral to support the letter of credit.

Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy Texas, and System Energy have obtained long-term financing authorizations from the FERC that extend through July 2013. Entergy Arkansas has obtained long-term financing authorization from the APSC that extends through December 2015. Entergy New Orleans has obtained long-term financing authorization from the City Council that extends through July 2014.

Capital Funds Agreement

Pursuant to an agreement with certain creditors, Entergy Corporation has agreed to supply System Energy with sufficient capital to:

· maintain System Energy's equity capital at a minimum of 35% of its total capitalization (excluding short-term debt);

· permit the continued commercial operation of Grand Gulf;

· pay in full all System Energy indebtedness for borrowed money when due; and

· enable System Energy to make payments on specific System Energy debt, under supplements to the agreement assigning System Energy's rights in the agreement as security for the specific debt.

Long-term debt for the Registrant Subsidiaries as of December 31, 2012 and 2011 consisted of:

	2012	2011
	(In Thousands)
Entergy Arkansas
Mortgage Bonds:
5.40% Series due August 2013	$300,000	$300,000
5.0% Series due July 2018	115,000	115,000
3.75% Series due February 2021	350,000	350,000
5.66% Series due February 2025	175,000	175,000
5.9% Series due June 2033	100,000	100,000
6.38% Series due November 2034	60,000	60,000
5.75% Series due November 2040	225,000	225,000
4.9% Series due December 2052	200,000	-
Total mortgage bonds	1,525,000	1,325,000

Governmental Bonds (a):
4.6% Series due 2017, Jefferson County (d)	54,700	54,700
5.0% Series due 2021, Independence County (d)	45,000	45,000
Total governmental bonds	99,700	99,700

Variable Interest Entity Notes Payable (Note 4):
9% Series H due June 2013	30,000	30,000
5.69% Series I due July 2014	70,000	70,000
3.23% Series J due July 2016	55,000	55,000
2.62% Series K due December 2017	60,000	-
Total variable interest entity notes payable	215,000	155,000

Securitization Bonds:
2.30% Series Senior Secured due August 2021	101,575	113,792
Total securitization bonds	101,575	113,792

Other:
Long-term DOE Obligation (b)	181,157	181,031
Unamortized Premium and Discount – Net	(655)	(733)
Other	2,118	2,131

Total Long-Term Debt	2,123,895	1,875,921
Less Amount Due Within One Year	330,000	-
Long-Term Debt Excluding Amount Due Within One Year	$1,793,895	$1,875,921

Fair Value of Long-Term Debt (c)	$1,876,335	$1,756,361

	2012	2011
	(In Thousands)
Entergy Gulf States Louisiana
Mortgage Bonds:
6.0% Series due May 2018	$375,000	$375,000
3.95% Series due October 2020	250,000	250,000
5.59% Series due October 2024	300,000	300,000
6.2% Series due July 2033	240,000	240,000
6.18% Series due March 2035	85,000	85,000
Total mortgage bonds	1,250,000	1,250,000

Governmental Bonds (a):
2.875% Series due 2015, Louisiana Public Facilities Authority (d)	31,955	31,955
5.8% Series due 2016, West Feliciana Parish	-	10,840
5.0% Series due 2028, Louisiana Public Facilities Authority (d)	83,680	83,680
Total governmental bonds	115,635	126,475

Variable Interest Entity Notes Payable (Note 4):
5.41% Series O due July 2012	-	60,000
5.56% Series N due May 2013	75,000	75,000
3.25% Series Q due July 2017	75,000	-
Credit Facility due July 2013, weighted avg rate 2.25%	-	29,400
Total variable interest entity notes payable	150,000	164,400

Other:
Unamortized Premium and Discount – Net	(1,810)	(2,048)
Other	3,604	3,603

Total Long-Term Debt	1,517,429	1,542,430
Less Amount Due Within One Year	75,000	60,000
Long-Term Debt Excluding Amount Due Within One Year	$1,442,429	$1,482,430

Fair Value of Long-Term Debt (c)	$1,668,819	$1,642,388

	2012	2011
	(In Thousands)
Entergy Louisiana
Mortgage Bonds:
1.875% Series due December 2014	$250,000	$-
6.50% Series due September 2018	300,000	300,000
4.8% Series due May 2021	200,000	200,000
3.3% Series due December 2022	200,000	-
5.40% Series due November 2024	400,000	400,000
4.44% Series due January 2026	250,000	250,000
6.4% Series due October 2034	70,000	70,000
6.3% Series due September 2035	100,000	100,000
6.0% Series due March 2040	150,000	150,000
5.875% Series due June 2041	150,000	150,000
5.25% Series due July 2052	200,000	-
Total mortgage bonds	2,270,000	1,620,000

Governmental Bonds (a):
5.0% Series due 2030, Louisiana Public Facilities Authority (d)	115,000	115,000
Total governmental bonds	115,000	115,000

Variable Interest Entity Notes Payable (Note 4):
5.69% Series E due July 2014	50,000	50,000
3.30% Series F due March 2016	20,000	20,000
3.25% Series G due July 2017	25,000	-
Total variable interest entity notes payable	95,000	70,000

Securitization Bonds:
2.04% Series Senior Secured due June 2021	181,584	207,156
Total securitization bonds	181,584	207,156

Other:
Waterford 3 Lease Obligation 7.45% (Note 10)	162,949	188,255
Bank Credit Facility, weighted average rate 0.67% (Note 4)	-	50,000
Unamortized Premium and Discount - Net	(2,230)	(1,912)
Other	3,792	3,813

Total Long-Term Debt	2,826,095	2,252,312
Less Amount Due Within One Year	14,236	75,309
Long-Term Debt Excluding Amount Due Within One Year	$2,811,859	$2,177,003

Fair Value of Long-Term Debt (c)	$2,921,322	$2,211,355

	2012	2011
	(In Thousands)
Entergy Mississippi
Mortgage Bonds:
5.15% Series due February 2013	$100,000	$100,000
3.25% Series due June 2016	125,000	125,000
4.95% Series due June 2018	95,000	95,000
6.64% Series due July 2019	150,000	150,000
3.1% Series due July 2023	250,000	-
6.0% Series due November 2032	75,000	75,000
6.25% Series due April 2034	100,000	100,000
6.20% Series due April 2040	80,000	80,000
6.0% Series due May 2051	150,000	150,000
Total mortgage bonds	1,125,000	875,000

Governmental Bonds (a):
4.60% Series due 2022, Mississippi Business Finance Corp.(d)	16,030	16,030
4.90% Series due 2022, Independence County (d)	30,000	30,000
Total governmental bonds	46,030	46,030

Other:
Unamortized Premium and Discount – Net	(1,511)	(591)

Total Long-Term Debt	1,169,519	920,439
Less Amount Due Within One Year	100,000	-
Long-Term Debt Excluding Amount Due Within One Year	$1,069,519	$920,439

Fair Value of Long-Term Debt (c)	$1,230,714	$985,600

	2012	2011
	(In Thousands)
Entergy New Orleans
Mortgage Bonds:
5.25% Series due August 2013	$70,000	$70,000
5.10% Series due December 2020	25,000	25,000
5.6% Series due September 2024	33,369	33,449
5.65% Series due September 2029	37,976	38,145
5.0% Series due December 2052	30,000	-
Total mortgage bonds	196,345	166,594

Other:
Unamortized Premium and Discount – Net	(45)	(57)

Total Long-Term Debt	196,300	166,537
Less Amount Due Within One Year	70,000	-
Long-Term Debt Excluding Amount Due Within One Year	$126,300	$166,537

Fair Value of Long-Term Debt (c)	$200,725	$169,270

	2012	2011
	(In Thousands)
Entergy Texas
Mortgage Bonds:
3.60% Series due June 2015	$200,000	$200,000
7.125% Series due February 2019	500,000	500,000
4.1% Series due September 2021	75,000	75,000
7.875% Series due June 2039	150,000	150,000
Total mortgage bonds	925,000	925,000

Securitization Bonds:
5.51% Series Senior Secured, Series A due October 2013	-	18,494
2.12% Series Senior Secured due February 2016	93,436	132,005
5.79% Series Senior Secured, Series A due October 2018	119,341	121,600
3.65% Series Senior Secured due August 2019	144,800	144,800
5.93% Series Senior Secured, Series A due June 2022	114,400	114,400
4.38% Series Senior Secured due November 2023	218,600	218,600
Total securitization bonds	690,577	749,899

Other:
Unamortized Premium and Discount - Net	(2,653)	(3,103)
Other	4,889	5,331

Total Long-Term Debt	1,617,813	1,677,127
Less Amount Due Within One Year	-	-
Long-Term Debt Excluding Amount Due Within One Year	$1,617,813	$1,677,127

Fair Value of Long-Term Debt (c)	$1,885,672	$1,906,081

	2012	2011
	(In Thousands)
System Energy
Mortgage Bonds:
6.2% Series due October 2012	$-	$70,000
4.1% Series due April 2023	250,000	-
Total mortgage bonds	250,000	70,000

Governmental Bonds (a):
5.875% Series due 2022, Mississippi Business Finance Corp.	216,000	216,000
5.9% Series due 2022, Mississippi Business Finance Corp.	-	102,975
6.2% Series due 2026, Claiborne County	-	50,000
Total governmental bonds	216,000	368,975

Variable Interest Entity Notes Payable (Note 4):
6.29% Series F due September 2013	70,000	70,000
5.33% Series G due April 2015	60,000	60,000
4.02% Series H due February 2017	50,000	-
Total variable interest entity notes payable	180,000	130,000

Other:
Grand Gulf Lease Obligation 5.13% (Note 10)	138,893	178,784
Unamortized Premium and Discount – Net	(1,096)	(714)
Other	2	3

Total Long-Term Debt	783,799	747,048
Less Amount Due Within One Year	111,854	110,163
Long-Term Debt Excluding Amount Due Within One Year	$671,945	$636,885

Fair Value of Long-Term Debt (c)	$664,670	$582,952

(a)	Consists of pollution control revenue bonds and environmental revenue bonds.
(b)	Pursuant to the Nuclear Waste Policy Act of 1982, Entergy's nuclear owner/licensee subsidiaries have contracts with the DOE for spent nuclear fuel disposal service. The contracts include a one-time fee for generation prior to April 7, 1983. Entergy Arkansas is the only Entergy company that generated electric power with nuclear fuel prior to that date and includes the one-time fee, plus accrued interest, in long-term debt.
(c)	The fair value excludes lease obligations of $163 million at Entergy Louisiana and $139 million at System Energy and long-term DOE obligations of $181 million at Entergy Arkansas, and includes debt due within one year. Fair values are classified as Level 2 in the fair value hierarchy discussed in Note 16 to the financial statements and are based on prices derived from inputs such as benchmark yields and reported trades.
(d)	The bonds are secured by a series of collateral first mortgage bonds.

The annual long-term debt maturities (excluding lease obligations and long-term DOE obligations) for debt outstanding as of December 31, 2012, for the next five years are as follows:

	Entergy Arkansas	Entergy Gulf States Louisiana	Entergy Louisiana	Entergy Mississippi	Entergy New Orleans	Entergy Texas	System Energy

2013	$330,000	$75,000	-	$100,000	$70,000	-	$70,000
2014	$70,000	-	$300,000	-	-	-	-
2015	-	$31,955	-	-	-	$200,000	$60,000
2016	$55,000	-	$20,000	$125,000	-	$93,436	-
2017	$114,700	$75,000	$25,000	-	-	-	$50,000

Entergy Arkansas Debt Issuances

In January 2013, Entergy Arkansas arranged for the issuance by (i) Independence County, Arkansas of $45 million of 2.375% Pollution Control Revenue Refunding Bonds (Entergy Arkansas, Inc. Project) Series 2013 due January 2021, and (ii) Jefferson County, Arkansas of $54.7 million of 1.55% Pollution Control Revenue Refunding Bonds (Entergy Arkansas, Inc. Project) Series 2013 due October 2017, each of which series is secured by a separate series of non-interest bearing first mortgage bonds of Entergy Arkansas. The proceeds of these issuances were applied to the refunding of outstanding series of pollution control revenue bonds previously issued by the respective issuers.

Entergy Arkansas Securitization Bonds

In June 2010, the APSC issued a financing order authorizing the issuance of bonds to recover Entergy Arkansas's January 2009 ice storm damage restoration costs, including carrying costs of $11.5 million and $4.6 million of up-front financing costs. In August 2010, Entergy Arkansas Restoration Funding, LLC, a company wholly-owned and consolidated by Entergy Arkansas, issued $124.1 million of storm cost recovery bonds. The bonds have a coupon of 2.30% and an expected maturity date of August 2021. Although the principal amount is not due until the date given above, Entergy Arkansas Restoration Funding expects to make principal payments on the bonds over the next five years in the amount of $12.6 million for 2013, $12.8 million for 2014, $13.2 million for 2015, $13.4 million for 2016, and $13.8 million for 2017. With the proceeds, Entergy Arkansas Restoration Funding purchased from Entergy Arkansas the storm recovery property, which is the right to recover from customers through a storm recovery charge amounts sufficient to service the securitization bonds. The storm recovery property is reflected as a regulatory asset on the consolidated Entergy Arkansas balance sheet. The creditors of Entergy Arkansas do not have recourse to the assets or revenues of Entergy Arkansas Restoration Funding, including the storm recovery property, and the creditors of Entergy Arkansas Restoration Funding do not have recourse to the assets or revenues of Entergy Arkansas. Entergy Arkansas has no payment obligations to Entergy Arkansas Restoration Funding except to remit storm recovery charge collections.

Entergy Louisiana Securitization Bonds – Little Gypsy

In August 2011, the LPSC issued a financing order authorizing the issuance of bonds to recover Entergy Louisiana's investment recovery costs associated with the cancelled Little Gypsy repowering project. In September 2011, Entergy Louisiana Investment Recovery Funding I, L.L.C., a company wholly-owned and consolidated by Entergy Louisiana, issued $207.2 million of senior secured investment recovery bonds. The bonds have an interest rate of 2.04% and an expected maturity date of June 2021. Although the principal amount is not due until the date given above, Entergy Louisiana Investment Recovery Funding expects to make principal payments on the bonds over the next five years in the amounts of $16.6 million for 2013, $21.9 million for 2014, $20.5 million for 2015, $21.6 million for 2016, and $21.7 million for 2017. With the proceeds, Entergy Louisiana Investment Recovery Funding purchased from Entergy Louisiana the investment recovery property, which is the right to recover from customers through an investment recovery charge amounts sufficient to service the bonds. In accordance with the financing order, Entergy Louisiana will apply the proceeds it received from the sale of the investment recovery property as a reimbursement for previously-incurred investment recovery costs. The investment recovery property is reflected as a regulatory asset on the consolidated Entergy Louisiana balance sheet. The creditors of Entergy Louisiana do not have recourse to the assets or revenues of Entergy Louisiana Investment Recovery Funding, including the investment recovery property, and the creditors of Entergy Louisiana Investment Recovery Funding do not have recourse to the assets or revenues of Entergy Louisiana. Entergy Louisiana has no payment obligations to Entergy Louisiana Investment Recovery Funding except to remit investment recovery charge collections.

Entergy Texas Securitization Bonds - Hurricane Rita

In April 2007, the PUCT issued a financing order authorizing the issuance of securitization bonds to recover $353 million of Entergy Texas's Hurricane Rita reconstruction costs and up to $6 million of transaction costs, offset by $32 million of related deferred income tax benefits. In June 2007, Entergy Gulf States Reconstruction Funding I, LLC, a company that is now wholly-owned and consolidated by Entergy Texas, issued $329.5 million of senior secured transition bonds (securitization bonds) as follows:

	Amount
	(In Thousands)
Senior Secured Transition Bonds, Series A:
Tranche A-1 (5.51%) due October 2013	$93,500
Tranche A-2 (5.79%) due October 2018	121,600
Tranche A-3 (5.93%) due June 2022	114,400
Total senior secured transition bonds	$329,500

Although the principal amount of each tranche is not due until the dates given above, Entergy Gulf States Reconstruction Funding expects to make principal payments on the bonds over the next five years in the amounts of $21.9 million for 2013, $23.2 million for 2014, $24.6 million for 2015, $26.0 million for 2016, and $27.6 million for 2017. All of the scheduled principal payments for 2013-2016 are for Tranche A-2, $23.6 million of the scheduled principal payments for 2017 are for Tranche A-2, and $4 million of the scheduled principal payments for 2017 are for Tranche A-3.

With the proceeds, Entergy Gulf States Reconstruction Funding purchased from Entergy Texas the transition property, which is the right to recover from customers through a transition charge amounts sufficient to service the securitization bonds. The transition property is reflected as a regulatory asset on the consolidated Entergy Texas balance sheet. The creditors of Entergy Texas do not have recourse to the assets or revenues of Entergy Gulf States Reconstruction Funding, including the transition property, and the creditors of Entergy Gulf States Reconstruction Funding do not have recourse to the assets or revenues of Entergy Texas. Entergy Texas has no payment obligations to Entergy Gulf States Reconstruction Funding except to remit transition charge collections.

Entergy Texas Securitization Bonds - Hurricane Ike and Hurricane Gustav

In September 2009, the PUCT authorized the issuance of securitization bonds to recover $566.4 million of Entergy Texas's Hurricane Ike and Hurricane Gustav restoration costs, plus carrying costs and transaction costs, offset by insurance proceeds. In November 2009, Entergy Texas Restoration funding, LLC (Entergy Texas Restoration Funding), a company wholly-owned and consolidated by Entergy Texas, issued $545.9 million of senior secured transition bonds (securitization bonds), as follows:

	Amount
	(In Thousands)
Senior Secured Transition Bonds
Tranche A-1 (2.12%) due February 2016	$182,500
Tranche A-2 (3.65%) due August 2019	144,800
Tranche A-3 (4.38%) due November 2023	218,600
Total senior secured transition bonds	$545,900

Although the principal amount of each tranche is not due until the dates given above, Entergy Texas Restoration Funding expects to make principal payments on the bonds over the next five years in the amount of $39.4 million for 2013, $40.2 million for 2014, $41.2 million for 2015, $42.6 million for 2016, and $44.1 million for 2017. All of the scheduled principal payments for 2013-2014 are for Tranche A-1, $13.8 million of the scheduled principal payments for 2015 are for Tranche A-1 and $27.4 million are for Tranche A-2, and all of the scheduled principal payments for 2016-2017 are for Tranche A-2.

With the proceeds, Entergy Texas Restoration Funding purchased from Entergy Texas the transition property, which is the right to recover from customers through a transition charge amounts sufficient to service the securitization bonds. The transition property is reflected as a regulatory asset on the consolidated Entergy Texas balance sheet. The creditors of Entergy Texas do not have recourse to the assets or revenues of Entergy Texas Restoration Funding, including the transition property, and the creditors of Entergy Texas Restoration Funding do not have recourse to the assets or revenues of Entergy Texas. Entergy Texas has no payment obligations to Entergy Texas Restoration Funding except to remit transition charge collections.

Long - Term Debt

NOTE 5. LONG - TERM DEBT (Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

Long-term debt for Entergy Corporation and subsidiaries as of December 31, 2012 and 2011 consisted of:


Type of Debt and Maturity	Weighted Average Interest Rate December 31, 2012	Interest Rate Ranges at December 31,		Outstanding at December 31,
Type of Debt and Maturity	Weighted Average Interest Rate December 31, 2012	2012	2011	2012	2011
				(In Thousands)

Mortgage Bonds
2012-2017	3.24%	1.88% - 5.40%	3.25% - 6.20%	$1,045,000	$865,000
2018-2022	5.15%	3.30% - 7.13%	3.75% - 7.13%	2,635,000	2,435,000
2023-2027	4.82%	3.10% - 5.66%	4.44% - 5.66%	1,658,369	1,158,449
2028-2037	6.18%	5.65% - 6.40%	5.65% - 6.40%	867,976	868,145
2039-2052	6.22%	4.90% - 7.88%	5.75% - 7.88%	1,335,000	905,000

Governmental Bonds (a)
2012-2017	4.15%	2.88% - 4.60%	2.88% - 5.80%	86,655	97,495
2018-2022	5.59%	4.60% - 5.88%	4.60% - 5.9%	307,030	410,005
2023-2030	5.00%	5.00%	5.0% - 6.20%	198,680	248,680

Securitization Bonds
2013-2020	4.18%	2.12% - 5.79%	2.12% - 5.79%	357,577	416,899
2021-2023	3.74%	2.04% - 5.93%	2.04% - 5.93%	616,159	653,948

Variable Interest Entities Notes Payable (Note 4)
2012-2017	3.85%	2.62% - 9.00%	2.25% - 9.00%	640,000	519,400

Entergy Corporation Notes
due September 2015	n/a	3.625%	3.625%	550,000	550,000
due January 2017	n/a	4.7%	n/a	500,000	-
due September 2020	n/a	5.125%	5.125%	450,000	450,000

Note Payable to NYPA	(b)	(b)	(b)	109,679	133,363
5 Year Credit Facility (Note 4)	n/a	2.04%	0.75%	795,000	1,920,000
Long-term DOE Obligation (c)	-	-	-	181,157	181,031
Waterford 3 Lease Obligation (d)	n/a	7.45%	7.45%	162,949	188,255
Grand Gulf Lease Obligation (d)	n/a	5.13%	5.13%	138,893	178,784
Bank Credit Facility – Entergy Louisiana	n/a	n/a	0.67%	-	50,000
Unamortized Premium and Discount - Net				(10,744)	(9,531)
Other				14,454	16,523
Total Long-Term Debt				12,638,834	12,236,446
Less Amount Due Within One Year				718,516	2,192,733
Long-Term Debt Excluding Amount Due Within One Year				$11,920,318	$10,043,713

Fair Value of Long-Term Debt (e)				$12,849,330	$12,176,251

(a)	Consists of pollution control revenue bonds and environmental revenue bonds.
(b)	These notes do not have a stated interest rate, but have an implicit interest rate of 4.8%.
(c)	Pursuant to the Nuclear Waste Policy Act of 1982, Entergy's nuclear owner/licensee subsidiaries have contracts with the DOE for spent nuclear fuel disposal service. The contracts include a one-time fee for generation prior to April 7, 1983. Entergy Arkansas is the only Entergy company that generated electric power with nuclear fuel prior to that date and includes the one-time fee, plus accrued interest, in long-term debt.
(d)	See Note 10 for further discussion of the Waterford 3 and Grand Gulf Lease Obligations.
(e)	The fair value excludes lease obligations of $163 million at Entergy Louisiana and $139 million at System Energy, long-term DOE obligations of $181 million at Entergy Arkansas, and the note payable to NYPA of $110 million at Entergy, and includes debt due within one year. Fair values are classified as Level 2 in the fair value hierarchy discussed in Note 16 to the financial statements and are based on prices derived from inputs such as benchmark yields and reported trades.

The annual long-term debt maturities (excluding lease obligations and long-term DOE obligations) for debt outstanding as of December 31, 2012, for the next five years are as follows:

	Amount
	(In Thousands)

2013	$659,720
2014	$385,373
2015	$860,566
2016	$295,441
2017	$1,561,801

In November 2000, Entergy's non-utility nuclear business purchased the FitzPatrick and Indian Point 3 power plants in a seller-financed transaction. Entergy issued notes to NYPA with seven annual installments of approximately $108 million commencing one year from the date of the closing, and eight annual installments of $20 million commencing eight years from the date of the closing. These notes do not have a stated interest rate, but have an implicit interest rate of 4.8%. In accordance with the purchase agreement with NYPA, the purchase of Indian Point 2 in 2001 resulted in Entergy becoming liable to NYPA for an additional $10 million per year for 10 years, beginning in September 2003. This liability was recorded upon the purchase of Indian Point 2 in September 2001, and is included in the note payable to NYPA balance above. In July 2003 a payment of $102 million was made prior to maturity on the note payable to NYPA. Under a provision in a letter of credit supporting these notes, if certain of the Utility operating companies or System Energy were to default on other indebtedness, Entergy could be required to post collateral to support the letter of credit.

Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy Texas, and System Energy have obtained long-term financing authorizations from the FERC that extend through July 2013. Entergy Arkansas has obtained long-term financing authorization from the APSC that extends through December 2015. Entergy New Orleans has obtained long-term financing authorization from the City Council that extends through July 2014.

Capital Funds Agreement

Pursuant to an agreement with certain creditors, Entergy Corporation has agreed to supply System Energy with sufficient capital to:

· maintain System Energy's equity capital at a minimum of 35% of its total capitalization (excluding short-term debt);

· permit the continued commercial operation of Grand Gulf;

· pay in full all System Energy indebtedness for borrowed money when due; and

· enable System Energy to make payments on specific System Energy debt, under supplements to the agreement assigning System Energy's rights in the agreement as security for the specific debt.

Long-term debt for the Registrant Subsidiaries as of December 31, 2012 and 2011 consisted of:

	2012	2011
	(In Thousands)
Entergy Arkansas
Mortgage Bonds:
5.40% Series due August 2013	$300,000	$300,000
5.0% Series due July 2018	115,000	115,000
3.75% Series due February 2021	350,000	350,000
5.66% Series due February 2025	175,000	175,000
5.9% Series due June 2033	100,000	100,000
6.38% Series due November 2034	60,000	60,000
5.75% Series due November 2040	225,000	225,000
4.9% Series due December 2052	200,000	-
Total mortgage bonds	1,525,000	1,325,000

Governmental Bonds (a):
4.6% Series due 2017, Jefferson County (d)	54,700	54,700
5.0% Series due 2021, Independence County (d)	45,000	45,000
Total governmental bonds	99,700	99,700

Variable Interest Entity Notes Payable (Note 4):
9% Series H due June 2013	30,000	30,000
5.69% Series I due July 2014	70,000	70,000
3.23% Series J due July 2016	55,000	55,000
2.62% Series K due December 2017	60,000	-
Total variable interest entity notes payable	215,000	155,000

Securitization Bonds:
2.30% Series Senior Secured due August 2021	101,575	113,792
Total securitization bonds	101,575	113,792

Other:
Long-term DOE Obligation (b)	181,157	181,031
Unamortized Premium and Discount – Net	(655)	(733)
Other	2,118	2,131

Total Long-Term Debt	2,123,895	1,875,921
Less Amount Due Within One Year	330,000	-
Long-Term Debt Excluding Amount Due Within One Year	$1,793,895	$1,875,921

Fair Value of Long-Term Debt (c)	$1,876,335	$1,756,361

	2012	2011
	(In Thousands)
Entergy Gulf States Louisiana
Mortgage Bonds:
6.0% Series due May 2018	$375,000	$375,000
3.95% Series due October 2020	250,000	250,000
5.59% Series due October 2024	300,000	300,000
6.2% Series due July 2033	240,000	240,000
6.18% Series due March 2035	85,000	85,000
Total mortgage bonds	1,250,000	1,250,000

Governmental Bonds (a):
2.875% Series due 2015, Louisiana Public Facilities Authority (d)	31,955	31,955
5.8% Series due 2016, West Feliciana Parish	-	10,840
5.0% Series due 2028, Louisiana Public Facilities Authority (d)	83,680	83,680
Total governmental bonds	115,635	126,475

Variable Interest Entity Notes Payable (Note 4):
5.41% Series O due July 2012	-	60,000
5.56% Series N due May 2013	75,000	75,000
3.25% Series Q due July 2017	75,000	-
Credit Facility due July 2013, weighted avg rate 2.25%	-	29,400
Total variable interest entity notes payable	150,000	164,400

Other:
Unamortized Premium and Discount – Net	(1,810)	(2,048)
Other	3,604	3,603

Total Long-Term Debt	1,517,429	1,542,430
Less Amount Due Within One Year	75,000	60,000
Long-Term Debt Excluding Amount Due Within One Year	$1,442,429	$1,482,430

Fair Value of Long-Term Debt (c)	$1,668,819	$1,642,388

	2012	2011
	(In Thousands)
Entergy Louisiana
Mortgage Bonds:
1.875% Series due December 2014	$250,000	$-
6.50% Series due September 2018	300,000	300,000
4.8% Series due May 2021	200,000	200,000
3.3% Series due December 2022	200,000	-
5.40% Series due November 2024	400,000	400,000
4.44% Series due January 2026	250,000	250,000
6.4% Series due October 2034	70,000	70,000
6.3% Series due September 2035	100,000	100,000
6.0% Series due March 2040	150,000	150,000
5.875% Series due June 2041	150,000	150,000
5.25% Series due July 2052	200,000	-
Total mortgage bonds	2,270,000	1,620,000

Governmental Bonds (a):
5.0% Series due 2030, Louisiana Public Facilities Authority (d)	115,000	115,000
Total governmental bonds	115,000	115,000

Variable Interest Entity Notes Payable (Note 4):
5.69% Series E due July 2014	50,000	50,000
3.30% Series F due March 2016	20,000	20,000
3.25% Series G due July 2017	25,000	-
Total variable interest entity notes payable	95,000	70,000

Securitization Bonds:
2.04% Series Senior Secured due June 2021	181,584	207,156
Total securitization bonds	181,584	207,156

Other:
Waterford 3 Lease Obligation 7.45% (Note 10)	162,949	188,255
Bank Credit Facility, weighted average rate 0.67% (Note 4)	-	50,000
Unamortized Premium and Discount - Net	(2,230)	(1,912)
Other	3,792	3,813

Total Long-Term Debt	2,826,095	2,252,312
Less Amount Due Within One Year	14,236	75,309
Long-Term Debt Excluding Amount Due Within One Year	$2,811,859	$2,177,003

Fair Value of Long-Term Debt (c)	$2,921,322	$2,211,355

	2012	2011
	(In Thousands)
Entergy Mississippi
Mortgage Bonds:
5.15% Series due February 2013	$100,000	$100,000
3.25% Series due June 2016	125,000	125,000
4.95% Series due June 2018	95,000	95,000
6.64% Series due July 2019	150,000	150,000
3.1% Series due July 2023	250,000	-
6.0% Series due November 2032	75,000	75,000
6.25% Series due April 2034	100,000	100,000
6.20% Series due April 2040	80,000	80,000
6.0% Series due May 2051	150,000	150,000
Total mortgage bonds	1,125,000	875,000

Governmental Bonds (a):
4.60% Series due 2022, Mississippi Business Finance Corp.(d)	16,030	16,030
4.90% Series due 2022, Independence County (d)	30,000	30,000
Total governmental bonds	46,030	46,030

Other:
Unamortized Premium and Discount – Net	(1,511)	(591)

Total Long-Term Debt	1,169,519	920,439
Less Amount Due Within One Year	100,000	-
Long-Term Debt Excluding Amount Due Within One Year	$1,069,519	$920,439

Fair Value of Long-Term Debt (c)	$1,230,714	$985,600

	2012	2011
	(In Thousands)
Entergy New Orleans
Mortgage Bonds:
5.25% Series due August 2013	$70,000	$70,000
5.10% Series due December 2020	25,000	25,000
5.6% Series due September 2024	33,369	33,449
5.65% Series due September 2029	37,976	38,145
5.0% Series due December 2052	30,000	-
Total mortgage bonds	196,345	166,594

Other:
Unamortized Premium and Discount – Net	(45)	(57)

Total Long-Term Debt	196,300	166,537
Less Amount Due Within One Year	70,000	-
Long-Term Debt Excluding Amount Due Within One Year	$126,300	$166,537

Fair Value of Long-Term Debt (c)	$200,725	$169,270

	2012	2011
	(In Thousands)
Entergy Texas
Mortgage Bonds:
3.60% Series due June 2015	$200,000	$200,000
7.125% Series due February 2019	500,000	500,000
4.1% Series due September 2021	75,000	75,000
7.875% Series due June 2039	150,000	150,000
Total mortgage bonds	925,000	925,000

Securitization Bonds:
5.51% Series Senior Secured, Series A due October 2013	-	18,494
2.12% Series Senior Secured due February 2016	93,436	132,005
5.79% Series Senior Secured, Series A due October 2018	119,341	121,600
3.65% Series Senior Secured due August 2019	144,800	144,800
5.93% Series Senior Secured, Series A due June 2022	114,400	114,400
4.38% Series Senior Secured due November 2023	218,600	218,600
Total securitization bonds	690,577	749,899

Other:
Unamortized Premium and Discount - Net	(2,653)	(3,103)
Other	4,889	5,331

Total Long-Term Debt	1,617,813	1,677,127
Less Amount Due Within One Year	-	-
Long-Term Debt Excluding Amount Due Within One Year	$1,617,813	$1,677,127

Fair Value of Long-Term Debt (c)	$1,885,672	$1,906,081

	2012	2011
	(In Thousands)
System Energy
Mortgage Bonds:
6.2% Series due October 2012	$-	$70,000
4.1% Series due April 2023	250,000	-
Total mortgage bonds	250,000	70,000

Governmental Bonds (a):
5.875% Series due 2022, Mississippi Business Finance Corp.	216,000	216,000
5.9% Series due 2022, Mississippi Business Finance Corp.	-	102,975
6.2% Series due 2026, Claiborne County	-	50,000
Total governmental bonds	216,000	368,975

Variable Interest Entity Notes Payable (Note 4):
6.29% Series F due September 2013	70,000	70,000
5.33% Series G due April 2015	60,000	60,000
4.02% Series H due February 2017	50,000	-
Total variable interest entity notes payable	180,000	130,000

Other:
Grand Gulf Lease Obligation 5.13% (Note 10)	138,893	178,784
Unamortized Premium and Discount – Net	(1,096)	(714)
Other	2	3

Total Long-Term Debt	783,799	747,048
Less Amount Due Within One Year	111,854	110,163
Long-Term Debt Excluding Amount Due Within One Year	$671,945	$636,885

Fair Value of Long-Term Debt (c)	$664,670	$582,952

(a)	Consists of pollution control revenue bonds and environmental revenue bonds.
(b)	Pursuant to the Nuclear Waste Policy Act of 1982, Entergy's nuclear owner/licensee subsidiaries have contracts with the DOE for spent nuclear fuel disposal service. The contracts include a one-time fee for generation prior to April 7, 1983. Entergy Arkansas is the only Entergy company that generated electric power with nuclear fuel prior to that date and includes the one-time fee, plus accrued interest, in long-term debt.
(c)	The fair value excludes lease obligations of $163 million at Entergy Louisiana and $139 million at System Energy and long-term DOE obligations of $181 million at Entergy Arkansas, and includes debt due within one year. Fair values are classified as Level 2 in the fair value hierarchy discussed in Note 16 to the financial statements and are based on prices derived from inputs such as benchmark yields and reported trades.
(d)	The bonds are secured by a series of collateral first mortgage bonds.

The annual long-term debt maturities (excluding lease obligations and long-term DOE obligations) for debt outstanding as of December 31, 2012, for the next five years are as follows:

	Entergy Arkansas	Entergy Gulf States Louisiana	Entergy Louisiana	Entergy Mississippi	Entergy New Orleans	Entergy Texas	System Energy

2013	$330,000	$75,000	-	$100,000	$70,000	-	$70,000
2014	$70,000	-	$300,000	-	-	-	-
2015	-	$31,955	-	-	-	$200,000	$60,000
2016	$55,000	-	$20,000	$125,000	-	$93,436	-
2017	$114,700	$75,000	$25,000	-	-	-	$50,000

Entergy Arkansas Debt Issuances

In January 2013, Entergy Arkansas arranged for the issuance by (i) Independence County, Arkansas of $45 million of 2.375% Pollution Control Revenue Refunding Bonds (Entergy Arkansas, Inc. Project) Series 2013 due January 2021, and (ii) Jefferson County, Arkansas of $54.7 million of 1.55% Pollution Control Revenue Refunding Bonds (Entergy Arkansas, Inc. Project) Series 2013 due October 2017, each of which series is secured by a separate series of non-interest bearing first mortgage bonds of Entergy Arkansas. The proceeds of these issuances were applied to the refunding of outstanding series of pollution control revenue bonds previously issued by the respective issuers.

Entergy Arkansas Securitization Bonds

In June 2010, the APSC issued a financing order authorizing the issuance of bonds to recover Entergy Arkansas's January 2009 ice storm damage restoration costs, including carrying costs of $11.5 million and $4.6 million of up-front financing costs. In August 2010, Entergy Arkansas Restoration Funding, LLC, a company wholly-owned and consolidated by Entergy Arkansas, issued $124.1 million of storm cost recovery bonds. The bonds have a coupon of 2.30% and an expected maturity date of August 2021. Although the principal amount is not due until the date given above, Entergy Arkansas Restoration Funding expects to make principal payments on the bonds over the next five years in the amount of $12.6 million for 2013, $12.8 million for 2014, $13.2 million for 2015, $13.4 million for 2016, and $13.8 million for 2017. With the proceeds, Entergy Arkansas Restoration Funding purchased from Entergy Arkansas the storm recovery property, which is the right to recover from customers through a storm recovery charge amounts sufficient to service the securitization bonds. The storm recovery property is reflected as a regulatory asset on the consolidated Entergy Arkansas balance sheet. The creditors of Entergy Arkansas do not have recourse to the assets or revenues of Entergy Arkansas Restoration Funding, including the storm recovery property, and the creditors of Entergy Arkansas Restoration Funding do not have recourse to the assets or revenues of Entergy Arkansas. Entergy Arkansas has no payment obligations to Entergy Arkansas Restoration Funding except to remit storm recovery charge collections.

Entergy Louisiana Securitization Bonds – Little Gypsy

In August 2011, the LPSC issued a financing order authorizing the issuance of bonds to recover Entergy Louisiana's investment recovery costs associated with the cancelled Little Gypsy repowering project. In September 2011, Entergy Louisiana Investment Recovery Funding I, L.L.C., a company wholly-owned and consolidated by Entergy Louisiana, issued $207.2 million of senior secured investment recovery bonds. The bonds have an interest rate of 2.04% and an expected maturity date of June 2021. Although the principal amount is not due until the date given above, Entergy Louisiana Investment Recovery Funding expects to make principal payments on the bonds over the next five years in the amounts of $16.6 million for 2013, $21.9 million for 2014, $20.5 million for 2015, $21.6 million for 2016, and $21.7 million for 2017. With the proceeds, Entergy Louisiana Investment Recovery Funding purchased from Entergy Louisiana the investment recovery property, which is the right to recover from customers through an investment recovery charge amounts sufficient to service the bonds. In accordance with the financing order, Entergy Louisiana will apply the proceeds it received from the sale of the investment recovery property as a reimbursement for previously-incurred investment recovery costs. The investment recovery property is reflected as a regulatory asset on the consolidated Entergy Louisiana balance sheet. The creditors of Entergy Louisiana do not have recourse to the assets or revenues of Entergy Louisiana Investment Recovery Funding, including the investment recovery property, and the creditors of Entergy Louisiana Investment Recovery Funding do not have recourse to the assets or revenues of Entergy Louisiana. Entergy Louisiana has no payment obligations to Entergy Louisiana Investment Recovery Funding except to remit investment recovery charge collections.

Entergy Texas Securitization Bonds - Hurricane Rita

In April 2007, the PUCT issued a financing order authorizing the issuance of securitization bonds to recover $353 million of Entergy Texas's Hurricane Rita reconstruction costs and up to $6 million of transaction costs, offset by $32 million of related deferred income tax benefits. In June 2007, Entergy Gulf States Reconstruction Funding I, LLC, a company that is now wholly-owned and consolidated by Entergy Texas, issued $329.5 million of senior secured transition bonds (securitization bonds) as follows:

	Amount
	(In Thousands)
Senior Secured Transition Bonds, Series A:
Tranche A-1 (5.51%) due October 2013	$93,500
Tranche A-2 (5.79%) due October 2018	121,600
Tranche A-3 (5.93%) due June 2022	114,400
Total senior secured transition bonds	$329,500

Although the principal amount of each tranche is not due until the dates given above, Entergy Gulf States Reconstruction Funding expects to make principal payments on the bonds over the next five years in the amounts of $21.9 million for 2013, $23.2 million for 2014, $24.6 million for 2015, $26.0 million for 2016, and $27.6 million for 2017. All of the scheduled principal payments for 2013-2016 are for Tranche A-2, $23.6 million of the scheduled principal payments for 2017 are for Tranche A-2, and $4 million of the scheduled principal payments for 2017 are for Tranche A-3.

With the proceeds, Entergy Gulf States Reconstruction Funding purchased from Entergy Texas the transition property, which is the right to recover from customers through a transition charge amounts sufficient to service the securitization bonds. The transition property is reflected as a regulatory asset on the consolidated Entergy Texas balance sheet. The creditors of Entergy Texas do not have recourse to the assets or revenues of Entergy Gulf States Reconstruction Funding, including the transition property, and the creditors of Entergy Gulf States Reconstruction Funding do not have recourse to the assets or revenues of Entergy Texas. Entergy Texas has no payment obligations to Entergy Gulf States Reconstruction Funding except to remit transition charge collections.

Entergy Texas Securitization Bonds - Hurricane Ike and Hurricane Gustav

In September 2009, the PUCT authorized the issuance of securitization bonds to recover $566.4 million of Entergy Texas's Hurricane Ike and Hurricane Gustav restoration costs, plus carrying costs and transaction costs, offset by insurance proceeds. In November 2009, Entergy Texas Restoration funding, LLC (Entergy Texas Restoration Funding), a company wholly-owned and consolidated by Entergy Texas, issued $545.9 million of senior secured transition bonds (securitization bonds), as follows:

	Amount
	(In Thousands)
Senior Secured Transition Bonds
Tranche A-1 (2.12%) due February 2016	$182,500
Tranche A-2 (3.65%) due August 2019	144,800
Tranche A-3 (4.38%) due November 2023	218,600
Total senior secured transition bonds	$545,900

Although the principal amount of each tranche is not due until the dates given above, Entergy Texas Restoration Funding expects to make principal payments on the bonds over the next five years in the amount of $39.4 million for 2013, $40.2 million for 2014, $41.2 million for 2015, $42.6 million for 2016, and $44.1 million for 2017. All of the scheduled principal payments for 2013-2014 are for Tranche A-1, $13.8 million of the scheduled principal payments for 2015 are for Tranche A-1 and $27.4 million are for Tranche A-2, and all of the scheduled principal payments for 2016-2017 are for Tranche A-2.

With the proceeds, Entergy Texas Restoration Funding purchased from Entergy Texas the transition property, which is the right to recover from customers through a transition charge amounts sufficient to service the securitization bonds. The transition property is reflected as a regulatory asset on the consolidated Entergy Texas balance sheet. The creditors of Entergy Texas do not have recourse to the assets or revenues of Entergy Texas Restoration Funding, including the transition property, and the creditors of Entergy Texas Restoration Funding do not have recourse to the assets or revenues of Entergy Texas. Entergy Texas has no payment obligations to Entergy Texas Restoration Funding except to remit transition charge collections.

Long - Term Debt

NOTE 5. LONG - TERM DEBT (Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

Long-term debt for Entergy Corporation and subsidiaries as of December 31, 2012 and 2011 consisted of:


Type of Debt and Maturity	Weighted Average Interest Rate December 31, 2012	Interest Rate Ranges at December 31,		Outstanding at December 31,
Type of Debt and Maturity	Weighted Average Interest Rate December 31, 2012	2012	2011	2012	2011
				(In Thousands)

Mortgage Bonds
2012-2017	3.24%	1.88% - 5.40%	3.25% - 6.20%	$1,045,000	$865,000
2018-2022	5.15%	3.30% - 7.13%	3.75% - 7.13%	2,635,000	2,435,000
2023-2027	4.82%	3.10% - 5.66%	4.44% - 5.66%	1,658,369	1,158,449
2028-2037	6.18%	5.65% - 6.40%	5.65% - 6.40%	867,976	868,145
2039-2052	6.22%	4.90% - 7.88%	5.75% - 7.88%	1,335,000	905,000

Governmental Bonds (a)
2012-2017	4.15%	2.88% - 4.60%	2.88% - 5.80%	86,655	97,495
2018-2022	5.59%	4.60% - 5.88%	4.60% - 5.9%	307,030	410,005
2023-2030	5.00%	5.00%	5.0% - 6.20%	198,680	248,680

Securitization Bonds
2013-2020	4.18%	2.12% - 5.79%	2.12% - 5.79%	357,577	416,899
2021-2023	3.74%	2.04% - 5.93%	2.04% - 5.93%	616,159	653,948

Variable Interest Entities Notes Payable (Note 4)
2012-2017	3.85%	2.62% - 9.00%	2.25% - 9.00%	640,000	519,400

Entergy Corporation Notes
due September 2015	n/a	3.625%	3.625%	550,000	550,000
due January 2017	n/a	4.7%	n/a	500,000	-
due September 2020	n/a	5.125%	5.125%	450,000	450,000

Note Payable to NYPA	(b)	(b)	(b)	109,679	133,363
5 Year Credit Facility (Note 4)	n/a	2.04%	0.75%	795,000	1,920,000
Long-term DOE Obligation (c)	-	-	-	181,157	181,031
Waterford 3 Lease Obligation (d)	n/a	7.45%	7.45%	162,949	188,255
Grand Gulf Lease Obligation (d)	n/a	5.13%	5.13%	138,893	178,784
Bank Credit Facility – Entergy Louisiana	n/a	n/a	0.67%	-	50,000
Unamortized Premium and Discount - Net				(10,744)	(9,531)
Other				14,454	16,523
Total Long-Term Debt				12,638,834	12,236,446
Less Amount Due Within One Year				718,516	2,192,733
Long-Term Debt Excluding Amount Due Within One Year				$11,920,318	$10,043,713

Fair Value of Long-Term Debt (e)				$12,849,330	$12,176,251

(a)	Consists of pollution control revenue bonds and environmental revenue bonds.
(b)	These notes do not have a stated interest rate, but have an implicit interest rate of 4.8%.
(c)	Pursuant to the Nuclear Waste Policy Act of 1982, Entergy's nuclear owner/licensee subsidiaries have contracts with the DOE for spent nuclear fuel disposal service. The contracts include a one-time fee for generation prior to April 7, 1983. Entergy Arkansas is the only Entergy company that generated electric power with nuclear fuel prior to that date and includes the one-time fee, plus accrued interest, in long-term debt.
(d)	See Note 10 for further discussion of the Waterford 3 and Grand Gulf Lease Obligations.
(e)	The fair value excludes lease obligations of $163 million at Entergy Louisiana and $139 million at System Energy, long-term DOE obligations of $181 million at Entergy Arkansas, and the note payable to NYPA of $110 million at Entergy, and includes debt due within one year. Fair values are classified as Level 2 in the fair value hierarchy discussed in Note 16 to the financial statements and are based on prices derived from inputs such as benchmark yields and reported trades.

The annual long-term debt maturities (excluding lease obligations and long-term DOE obligations) for debt outstanding as of December 31, 2012, for the next five years are as follows:

	Amount
	(In Thousands)

2013	$659,720
2014	$385,373
2015	$860,566
2016	$295,441
2017	$1,561,801

In November 2000, Entergy's non-utility nuclear business purchased the FitzPatrick and Indian Point 3 power plants in a seller-financed transaction. Entergy issued notes to NYPA with seven annual installments of approximately $108 million commencing one year from the date of the closing, and eight annual installments of $20 million commencing eight years from the date of the closing. These notes do not have a stated interest rate, but have an implicit interest rate of 4.8%. In accordance with the purchase agreement with NYPA, the purchase of Indian Point 2 in 2001 resulted in Entergy becoming liable to NYPA for an additional $10 million per year for 10 years, beginning in September 2003. This liability was recorded upon the purchase of Indian Point 2 in September 2001, and is included in the note payable to NYPA balance above. In July 2003 a payment of $102 million was made prior to maturity on the note payable to NYPA. Under a provision in a letter of credit supporting these notes, if certain of the Utility operating companies or System Energy were to default on other indebtedness, Entergy could be required to post collateral to support the letter of credit.

Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy Texas, and System Energy have obtained long-term financing authorizations from the FERC that extend through July 2013. Entergy Arkansas has obtained long-term financing authorization from the APSC that extends through December 2015. Entergy New Orleans has obtained long-term financing authorization from the City Council that extends through July 2014.

Capital Funds Agreement

Pursuant to an agreement with certain creditors, Entergy Corporation has agreed to supply System Energy with sufficient capital to:

· maintain System Energy's equity capital at a minimum of 35% of its total capitalization (excluding short-term debt);

· permit the continued commercial operation of Grand Gulf;

· pay in full all System Energy indebtedness for borrowed money when due; and

· enable System Energy to make payments on specific System Energy debt, under supplements to the agreement assigning System Energy's rights in the agreement as security for the specific debt.

Long-term debt for the Registrant Subsidiaries as of December 31, 2012 and 2011 consisted of:

	2012	2011
	(In Thousands)
Entergy Arkansas
Mortgage Bonds:
5.40% Series due August 2013	$300,000	$300,000
5.0% Series due July 2018	115,000	115,000
3.75% Series due February 2021	350,000	350,000
5.66% Series due February 2025	175,000	175,000
5.9% Series due June 2033	100,000	100,000
6.38% Series due November 2034	60,000	60,000
5.75% Series due November 2040	225,000	225,000
4.9% Series due December 2052	200,000	-
Total mortgage bonds	1,525,000	1,325,000

Governmental Bonds (a):
4.6% Series due 2017, Jefferson County (d)	54,700	54,700
5.0% Series due 2021, Independence County (d)	45,000	45,000
Total governmental bonds	99,700	99,700

Variable Interest Entity Notes Payable (Note 4):
9% Series H due June 2013	30,000	30,000
5.69% Series I due July 2014	70,000	70,000
3.23% Series J due July 2016	55,000	55,000
2.62% Series K due December 2017	60,000	-
Total variable interest entity notes payable	215,000	155,000

Securitization Bonds:
2.30% Series Senior Secured due August 2021	101,575	113,792
Total securitization bonds	101,575	113,792

Other:
Long-term DOE Obligation (b)	181,157	181,031
Unamortized Premium and Discount – Net	(655)	(733)
Other	2,118	2,131

Total Long-Term Debt	2,123,895	1,875,921
Less Amount Due Within One Year	330,000	-
Long-Term Debt Excluding Amount Due Within One Year	$1,793,895	$1,875,921

Fair Value of Long-Term Debt (c)	$1,876,335	$1,756,361

	2012	2011
	(In Thousands)
Entergy Gulf States Louisiana
Mortgage Bonds:
6.0% Series due May 2018	$375,000	$375,000
3.95% Series due October 2020	250,000	250,000
5.59% Series due October 2024	300,000	300,000
6.2% Series due July 2033	240,000	240,000
6.18% Series due March 2035	85,000	85,000
Total mortgage bonds	1,250,000	1,250,000

Governmental Bonds (a):
2.875% Series due 2015, Louisiana Public Facilities Authority (d)	31,955	31,955
5.8% Series due 2016, West Feliciana Parish	-	10,840
5.0% Series due 2028, Louisiana Public Facilities Authority (d)	83,680	83,680
Total governmental bonds	115,635	126,475

Variable Interest Entity Notes Payable (Note 4):
5.41% Series O due July 2012	-	60,000
5.56% Series N due May 2013	75,000	75,000
3.25% Series Q due July 2017	75,000	-
Credit Facility due July 2013, weighted avg rate 2.25%	-	29,400
Total variable interest entity notes payable	150,000	164,400

Other:
Unamortized Premium and Discount – Net	(1,810)	(2,048)
Other	3,604	3,603

Total Long-Term Debt	1,517,429	1,542,430
Less Amount Due Within One Year	75,000	60,000
Long-Term Debt Excluding Amount Due Within One Year	$1,442,429	$1,482,430

Fair Value of Long-Term Debt (c)	$1,668,819	$1,642,388

	2012	2011
	(In Thousands)
Entergy Louisiana
Mortgage Bonds:
1.875% Series due December 2014	$250,000	$-
6.50% Series due September 2018	300,000	300,000
4.8% Series due May 2021	200,000	200,000
3.3% Series due December 2022	200,000	-
5.40% Series due November 2024	400,000	400,000
4.44% Series due January 2026	250,000	250,000
6.4% Series due October 2034	70,000	70,000
6.3% Series due September 2035	100,000	100,000
6.0% Series due March 2040	150,000	150,000
5.875% Series due June 2041	150,000	150,000
5.25% Series due July 2052	200,000	-
Total mortgage bonds	2,270,000	1,620,000

Governmental Bonds (a):
5.0% Series due 2030, Louisiana Public Facilities Authority (d)	115,000	115,000
Total governmental bonds	115,000	115,000

Variable Interest Entity Notes Payable (Note 4):
5.69% Series E due July 2014	50,000	50,000
3.30% Series F due March 2016	20,000	20,000
3.25% Series G due July 2017	25,000	-
Total variable interest entity notes payable	95,000	70,000

Securitization Bonds:
2.04% Series Senior Secured due June 2021	181,584	207,156
Total securitization bonds	181,584	207,156

Other:
Waterford 3 Lease Obligation 7.45% (Note 10)	162,949	188,255
Bank Credit Facility, weighted average rate 0.67% (Note 4)	-	50,000
Unamortized Premium and Discount - Net	(2,230)	(1,912)
Other	3,792	3,813

Total Long-Term Debt	2,826,095	2,252,312
Less Amount Due Within One Year	14,236	75,309
Long-Term Debt Excluding Amount Due Within One Year	$2,811,859	$2,177,003

Fair Value of Long-Term Debt (c)	$2,921,322	$2,211,355

	2012	2011
	(In Thousands)
Entergy Mississippi
Mortgage Bonds:
5.15% Series due February 2013	$100,000	$100,000
3.25% Series due June 2016	125,000	125,000
4.95% Series due June 2018	95,000	95,000
6.64% Series due July 2019	150,000	150,000
3.1% Series due July 2023	250,000	-
6.0% Series due November 2032	75,000	75,000
6.25% Series due April 2034	100,000	100,000
6.20% Series due April 2040	80,000	80,000
6.0% Series due May 2051	150,000	150,000
Total mortgage bonds	1,125,000	875,000

Governmental Bonds (a):
4.60% Series due 2022, Mississippi Business Finance Corp.(d)	16,030	16,030
4.90% Series due 2022, Independence County (d)	30,000	30,000
Total governmental bonds	46,030	46,030

Other:
Unamortized Premium and Discount – Net	(1,511)	(591)

Total Long-Term Debt	1,169,519	920,439
Less Amount Due Within One Year	100,000	-
Long-Term Debt Excluding Amount Due Within One Year	$1,069,519	$920,439

Fair Value of Long-Term Debt (c)	$1,230,714	$985,600

	2012	2011
	(In Thousands)
Entergy New Orleans
Mortgage Bonds:
5.25% Series due August 2013	$70,000	$70,000
5.10% Series due December 2020	25,000	25,000
5.6% Series due September 2024	33,369	33,449
5.65% Series due September 2029	37,976	38,145
5.0% Series due December 2052	30,000	-
Total mortgage bonds	196,345	166,594

Other:
Unamortized Premium and Discount – Net	(45)	(57)

Total Long-Term Debt	196,300	166,537
Less Amount Due Within One Year	70,000	-
Long-Term Debt Excluding Amount Due Within One Year	$126,300	$166,537

Fair Value of Long-Term Debt (c)	$200,725	$169,270

	2012	2011
	(In Thousands)
Entergy Texas
Mortgage Bonds:
3.60% Series due June 2015	$200,000	$200,000
7.125% Series due February 2019	500,000	500,000
4.1% Series due September 2021	75,000	75,000
7.875% Series due June 2039	150,000	150,000
Total mortgage bonds	925,000	925,000

Securitization Bonds:
5.51% Series Senior Secured, Series A due October 2013	-	18,494
2.12% Series Senior Secured due February 2016	93,436	132,005
5.79% Series Senior Secured, Series A due October 2018	119,341	121,600
3.65% Series Senior Secured due August 2019	144,800	144,800
5.93% Series Senior Secured, Series A due June 2022	114,400	114,400
4.38% Series Senior Secured due November 2023	218,600	218,600
Total securitization bonds	690,577	749,899

Other:
Unamortized Premium and Discount - Net	(2,653)	(3,103)
Other	4,889	5,331

Total Long-Term Debt	1,617,813	1,677,127
Less Amount Due Within One Year	-	-
Long-Term Debt Excluding Amount Due Within One Year	$1,617,813	$1,677,127

Fair Value of Long-Term Debt (c)	$1,885,672	$1,906,081

	2012	2011
	(In Thousands)
System Energy
Mortgage Bonds:
6.2% Series due October 2012	$-	$70,000
4.1% Series due April 2023	250,000	-
Total mortgage bonds	250,000	70,000

Governmental Bonds (a):
5.875% Series due 2022, Mississippi Business Finance Corp.	216,000	216,000
5.9% Series due 2022, Mississippi Business Finance Corp.	-	102,975
6.2% Series due 2026, Claiborne County	-	50,000
Total governmental bonds	216,000	368,975

Variable Interest Entity Notes Payable (Note 4):
6.29% Series F due September 2013	70,000	70,000
5.33% Series G due April 2015	60,000	60,000
4.02% Series H due February 2017	50,000	-
Total variable interest entity notes payable	180,000	130,000

Other:
Grand Gulf Lease Obligation 5.13% (Note 10)	138,893	178,784
Unamortized Premium and Discount – Net	(1,096)	(714)
Other	2	3

Total Long-Term Debt	783,799	747,048
Less Amount Due Within One Year	111,854	110,163
Long-Term Debt Excluding Amount Due Within One Year	$671,945	$636,885

Fair Value of Long-Term Debt (c)	$664,670	$582,952

(a)	Consists of pollution control revenue bonds and environmental revenue bonds.
(b)	Pursuant to the Nuclear Waste Policy Act of 1982, Entergy's nuclear owner/licensee subsidiaries have contracts with the DOE for spent nuclear fuel disposal service. The contracts include a one-time fee for generation prior to April 7, 1983. Entergy Arkansas is the only Entergy company that generated electric power with nuclear fuel prior to that date and includes the one-time fee, plus accrued interest, in long-term debt.
(c)	The fair value excludes lease obligations of $163 million at Entergy Louisiana and $139 million at System Energy and long-term DOE obligations of $181 million at Entergy Arkansas, and includes debt due within one year. Fair values are classified as Level 2 in the fair value hierarchy discussed in Note 16 to the financial statements and are based on prices derived from inputs such as benchmark yields and reported trades.
(d)	The bonds are secured by a series of collateral first mortgage bonds.

The annual long-term debt maturities (excluding lease obligations and long-term DOE obligations) for debt outstanding as of December 31, 2012, for the next five years are as follows:

	Entergy Arkansas	Entergy Gulf States Louisiana	Entergy Louisiana	Entergy Mississippi	Entergy New Orleans	Entergy Texas	System Energy

2013	$330,000	$75,000	-	$100,000	$70,000	-	$70,000
2014	$70,000	-	$300,000	-	-	-	-
2015	-	$31,955	-	-	-	$200,000	$60,000
2016	$55,000	-	$20,000	$125,000	-	$93,436	-
2017	$114,700	$75,000	$25,000	-	-	-	$50,000

Entergy Arkansas Debt Issuances

In January 2013, Entergy Arkansas arranged for the issuance by (i) Independence County, Arkansas of $45 million of 2.375% Pollution Control Revenue Refunding Bonds (Entergy Arkansas, Inc. Project) Series 2013 due January 2021, and (ii) Jefferson County, Arkansas of $54.7 million of 1.55% Pollution Control Revenue Refunding Bonds (Entergy Arkansas, Inc. Project) Series 2013 due October 2017, each of which series is secured by a separate series of non-interest bearing first mortgage bonds of Entergy Arkansas. The proceeds of these issuances were applied to the refunding of outstanding series of pollution control revenue bonds previously issued by the respective issuers.

Entergy Arkansas Securitization Bonds

In June 2010, the APSC issued a financing order authorizing the issuance of bonds to recover Entergy Arkansas's January 2009 ice storm damage restoration costs, including carrying costs of $11.5 million and $4.6 million of up-front financing costs. In August 2010, Entergy Arkansas Restoration Funding, LLC, a company wholly-owned and consolidated by Entergy Arkansas, issued $124.1 million of storm cost recovery bonds. The bonds have a coupon of 2.30% and an expected maturity date of August 2021. Although the principal amount is not due until the date given above, Entergy Arkansas Restoration Funding expects to make principal payments on the bonds over the next five years in the amount of $12.6 million for 2013, $12.8 million for 2014, $13.2 million for 2015, $13.4 million for 2016, and $13.8 million for 2017. With the proceeds, Entergy Arkansas Restoration Funding purchased from Entergy Arkansas the storm recovery property, which is the right to recover from customers through a storm recovery charge amounts sufficient to service the securitization bonds. The storm recovery property is reflected as a regulatory asset on the consolidated Entergy Arkansas balance sheet. The creditors of Entergy Arkansas do not have recourse to the assets or revenues of Entergy Arkansas Restoration Funding, including the storm recovery property, and the creditors of Entergy Arkansas Restoration Funding do not have recourse to the assets or revenues of Entergy Arkansas. Entergy Arkansas has no payment obligations to Entergy Arkansas Restoration Funding except to remit storm recovery charge collections.

Entergy Louisiana Securitization Bonds – Little Gypsy

In August 2011, the LPSC issued a financing order authorizing the issuance of bonds to recover Entergy Louisiana's investment recovery costs associated with the cancelled Little Gypsy repowering project. In September 2011, Entergy Louisiana Investment Recovery Funding I, L.L.C., a company wholly-owned and consolidated by Entergy Louisiana, issued $207.2 million of senior secured investment recovery bonds. The bonds have an interest rate of 2.04% and an expected maturity date of June 2021. Although the principal amount is not due until the date given above, Entergy Louisiana Investment Recovery Funding expects to make principal payments on the bonds over the next five years in the amounts of $16.6 million for 2013, $21.9 million for 2014, $20.5 million for 2015, $21.6 million for 2016, and $21.7 million for 2017. With the proceeds, Entergy Louisiana Investment Recovery Funding purchased from Entergy Louisiana the investment recovery property, which is the right to recover from customers through an investment recovery charge amounts sufficient to service the bonds. In accordance with the financing order, Entergy Louisiana will apply the proceeds it received from the sale of the investment recovery property as a reimbursement for previously-incurred investment recovery costs. The investment recovery property is reflected as a regulatory asset on the consolidated Entergy Louisiana balance sheet. The creditors of Entergy Louisiana do not have recourse to the assets or revenues of Entergy Louisiana Investment Recovery Funding, including the investment recovery property, and the creditors of Entergy Louisiana Investment Recovery Funding do not have recourse to the assets or revenues of Entergy Louisiana. Entergy Louisiana has no payment obligations to Entergy Louisiana Investment Recovery Funding except to remit investment recovery charge collections.

Entergy Texas Securitization Bonds - Hurricane Rita

In April 2007, the PUCT issued a financing order authorizing the issuance of securitization bonds to recover $353 million of Entergy Texas's Hurricane Rita reconstruction costs and up to $6 million of transaction costs, offset by $32 million of related deferred income tax benefits. In June 2007, Entergy Gulf States Reconstruction Funding I, LLC, a company that is now wholly-owned and consolidated by Entergy Texas, issued $329.5 million of senior secured transition bonds (securitization bonds) as follows:

	Amount
	(In Thousands)
Senior Secured Transition Bonds, Series A:
Tranche A-1 (5.51%) due October 2013	$93,500
Tranche A-2 (5.79%) due October 2018	121,600
Tranche A-3 (5.93%) due June 2022	114,400
Total senior secured transition bonds	$329,500

Although the principal amount of each tranche is not due until the dates given above, Entergy Gulf States Reconstruction Funding expects to make principal payments on the bonds over the next five years in the amounts of $21.9 million for 2013, $23.2 million for 2014, $24.6 million for 2015, $26.0 million for 2016, and $27.6 million for 2017. All of the scheduled principal payments for 2013-2016 are for Tranche A-2, $23.6 million of the scheduled principal payments for 2017 are for Tranche A-2, and $4 million of the scheduled principal payments for 2017 are for Tranche A-3.

With the proceeds, Entergy Gulf States Reconstruction Funding purchased from Entergy Texas the transition property, which is the right to recover from customers through a transition charge amounts sufficient to service the securitization bonds. The transition property is reflected as a regulatory asset on the consolidated Entergy Texas balance sheet. The creditors of Entergy Texas do not have recourse to the assets or revenues of Entergy Gulf States Reconstruction Funding, including the transition property, and the creditors of Entergy Gulf States Reconstruction Funding do not have recourse to the assets or revenues of Entergy Texas. Entergy Texas has no payment obligations to Entergy Gulf States Reconstruction Funding except to remit transition charge collections.

Entergy Texas Securitization Bonds - Hurricane Ike and Hurricane Gustav

In September 2009, the PUCT authorized the issuance of securitization bonds to recover $566.4 million of Entergy Texas's Hurricane Ike and Hurricane Gustav restoration costs, plus carrying costs and transaction costs, offset by insurance proceeds. In November 2009, Entergy Texas Restoration funding, LLC (Entergy Texas Restoration Funding), a company wholly-owned and consolidated by Entergy Texas, issued $545.9 million of senior secured transition bonds (securitization bonds), as follows:

	Amount
	(In Thousands)
Senior Secured Transition Bonds
Tranche A-1 (2.12%) due February 2016	$182,500
Tranche A-2 (3.65%) due August 2019	144,800
Tranche A-3 (4.38%) due November 2023	218,600
Total senior secured transition bonds	$545,900

Although the principal amount of each tranche is not due until the dates given above, Entergy Texas Restoration Funding expects to make principal payments on the bonds over the next five years in the amount of $39.4 million for 2013, $40.2 million for 2014, $41.2 million for 2015, $42.6 million for 2016, and $44.1 million for 2017. All of the scheduled principal payments for 2013-2014 are for Tranche A-1, $13.8 million of the scheduled principal payments for 2015 are for Tranche A-1 and $27.4 million are for Tranche A-2, and all of the scheduled principal payments for 2016-2017 are for Tranche A-2.

With the proceeds, Entergy Texas Restoration Funding purchased from Entergy Texas the transition property, which is the right to recover from customers through a transition charge amounts sufficient to service the securitization bonds. The transition property is reflected as a regulatory asset on the consolidated Entergy Texas balance sheet. The creditors of Entergy Texas do not have recourse to the assets or revenues of Entergy Texas Restoration Funding, including the transition property, and the creditors of Entergy Texas Restoration Funding do not have recourse to the assets or revenues of Entergy Texas. Entergy Texas has no payment obligations to Entergy Texas Restoration Funding except to remit transition charge collections.

Long - Term Debt

NOTE 5. LONG - TERM DEBT (Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

Long-term debt for Entergy Corporation and subsidiaries as of December 31, 2012 and 2011 consisted of:


Type of Debt and Maturity	Weighted Average Interest Rate December 31, 2012	Interest Rate Ranges at December 31,		Outstanding at December 31,
Type of Debt and Maturity	Weighted Average Interest Rate December 31, 2012	2012	2011	2012	2011
				(In Thousands)

Mortgage Bonds
2012-2017	3.24%	1.88% - 5.40%	3.25% - 6.20%	$1,045,000	$865,000
2018-2022	5.15%	3.30% - 7.13%	3.75% - 7.13%	2,635,000	2,435,000
2023-2027	4.82%	3.10% - 5.66%	4.44% - 5.66%	1,658,369	1,158,449
2028-2037	6.18%	5.65% - 6.40%	5.65% - 6.40%	867,976	868,145
2039-2052	6.22%	4.90% - 7.88%	5.75% - 7.88%	1,335,000	905,000

Governmental Bonds (a)
2012-2017	4.15%	2.88% - 4.60%	2.88% - 5.80%	86,655	97,495
2018-2022	5.59%	4.60% - 5.88%	4.60% - 5.9%	307,030	410,005
2023-2030	5.00%	5.00%	5.0% - 6.20%	198,680	248,680

Securitization Bonds
2013-2020	4.18%	2.12% - 5.79%	2.12% - 5.79%	357,577	416,899
2021-2023	3.74%	2.04% - 5.93%	2.04% - 5.93%	616,159	653,948

Variable Interest Entities Notes Payable (Note 4)
2012-2017	3.85%	2.62% - 9.00%	2.25% - 9.00%	640,000	519,400

Entergy Corporation Notes
due September 2015	n/a	3.625%	3.625%	550,000	550,000
due January 2017	n/a	4.7%	n/a	500,000	-
due September 2020	n/a	5.125%	5.125%	450,000	450,000

Note Payable to NYPA	(b)	(b)	(b)	109,679	133,363
5 Year Credit Facility (Note 4)	n/a	2.04%	0.75%	795,000	1,920,000
Long-term DOE Obligation (c)	-	-	-	181,157	181,031
Waterford 3 Lease Obligation (d)	n/a	7.45%	7.45%	162,949	188,255
Grand Gulf Lease Obligation (d)	n/a	5.13%	5.13%	138,893	178,784
Bank Credit Facility – Entergy Louisiana	n/a	n/a	0.67%	-	50,000
Unamortized Premium and Discount - Net				(10,744)	(9,531)
Other				14,454	16,523
Total Long-Term Debt				12,638,834	12,236,446
Less Amount Due Within One Year				718,516	2,192,733
Long-Term Debt Excluding Amount Due Within One Year				$11,920,318	$10,043,713

Fair Value of Long-Term Debt (e)				$12,849,330	$12,176,251

(a)	Consists of pollution control revenue bonds and environmental revenue bonds.
(b)	These notes do not have a stated interest rate, but have an implicit interest rate of 4.8%.
(c)	Pursuant to the Nuclear Waste Policy Act of 1982, Entergy's nuclear owner/licensee subsidiaries have contracts with the DOE for spent nuclear fuel disposal service. The contracts include a one-time fee for generation prior to April 7, 1983. Entergy Arkansas is the only Entergy company that generated electric power with nuclear fuel prior to that date and includes the one-time fee, plus accrued interest, in long-term debt.
(d)	See Note 10 for further discussion of the Waterford 3 and Grand Gulf Lease Obligations.
(e)	The fair value excludes lease obligations of $163 million at Entergy Louisiana and $139 million at System Energy, long-term DOE obligations of $181 million at Entergy Arkansas, and the note payable to NYPA of $110 million at Entergy, and includes debt due within one year. Fair values are classified as Level 2 in the fair value hierarchy discussed in Note 16 to the financial statements and are based on prices derived from inputs such as benchmark yields and reported trades.

The annual long-term debt maturities (excluding lease obligations and long-term DOE obligations) for debt outstanding as of December 31, 2012, for the next five years are as follows:

	Amount
	(In Thousands)

2013	$659,720
2014	$385,373
2015	$860,566
2016	$295,441
2017	$1,561,801

In November 2000, Entergy's non-utility nuclear business purchased the FitzPatrick and Indian Point 3 power plants in a seller-financed transaction. Entergy issued notes to NYPA with seven annual installments of approximately $108 million commencing one year from the date of the closing, and eight annual installments of $20 million commencing eight years from the date of the closing. These notes do not have a stated interest rate, but have an implicit interest rate of 4.8%. In accordance with the purchase agreement with NYPA, the purchase of Indian Point 2 in 2001 resulted in Entergy becoming liable to NYPA for an additional $10 million per year for 10 years, beginning in September 2003. This liability was recorded upon the purchase of Indian Point 2 in September 2001, and is included in the note payable to NYPA balance above. In July 2003 a payment of $102 million was made prior to maturity on the note payable to NYPA. Under a provision in a letter of credit supporting these notes, if certain of the Utility operating companies or System Energy were to default on other indebtedness, Entergy could be required to post collateral to support the letter of credit.

Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy Texas, and System Energy have obtained long-term financing authorizations from the FERC that extend through July 2013. Entergy Arkansas has obtained long-term financing authorization from the APSC that extends through December 2015. Entergy New Orleans has obtained long-term financing authorization from the City Council that extends through July 2014.

Capital Funds Agreement

Pursuant to an agreement with certain creditors, Entergy Corporation has agreed to supply System Energy with sufficient capital to:

· maintain System Energy's equity capital at a minimum of 35% of its total capitalization (excluding short-term debt);

· permit the continued commercial operation of Grand Gulf;

· pay in full all System Energy indebtedness for borrowed money when due; and

· enable System Energy to make payments on specific System Energy debt, under supplements to the agreement assigning System Energy's rights in the agreement as security for the specific debt.

Long-term debt for the Registrant Subsidiaries as of December 31, 2012 and 2011 consisted of:

	2012	2011
	(In Thousands)
Entergy Arkansas
Mortgage Bonds:
5.40% Series due August 2013	$300,000	$300,000
5.0% Series due July 2018	115,000	115,000
3.75% Series due February 2021	350,000	350,000
5.66% Series due February 2025	175,000	175,000
5.9% Series due June 2033	100,000	100,000
6.38% Series due November 2034	60,000	60,000
5.75% Series due November 2040	225,000	225,000
4.9% Series due December 2052	200,000	-
Total mortgage bonds	1,525,000	1,325,000

Governmental Bonds (a):
4.6% Series due 2017, Jefferson County (d)	54,700	54,700
5.0% Series due 2021, Independence County (d)	45,000	45,000
Total governmental bonds	99,700	99,700

Variable Interest Entity Notes Payable (Note 4):
9% Series H due June 2013	30,000	30,000
5.69% Series I due July 2014	70,000	70,000
3.23% Series J due July 2016	55,000	55,000
2.62% Series K due December 2017	60,000	-
Total variable interest entity notes payable	215,000	155,000

Securitization Bonds:
2.30% Series Senior Secured due August 2021	101,575	113,792
Total securitization bonds	101,575	113,792

Other:
Long-term DOE Obligation (b)	181,157	181,031
Unamortized Premium and Discount – Net	(655)	(733)
Other	2,118	2,131

Total Long-Term Debt	2,123,895	1,875,921
Less Amount Due Within One Year	330,000	-
Long-Term Debt Excluding Amount Due Within One Year	$1,793,895	$1,875,921

Fair Value of Long-Term Debt (c)	$1,876,335	$1,756,361

	2012	2011
	(In Thousands)
Entergy Gulf States Louisiana
Mortgage Bonds:
6.0% Series due May 2018	$375,000	$375,000
3.95% Series due October 2020	250,000	250,000
5.59% Series due October 2024	300,000	300,000
6.2% Series due July 2033	240,000	240,000
6.18% Series due March 2035	85,000	85,000
Total mortgage bonds	1,250,000	1,250,000

Governmental Bonds (a):
2.875% Series due 2015, Louisiana Public Facilities Authority (d)	31,955	31,955
5.8% Series due 2016, West Feliciana Parish	-	10,840
5.0% Series due 2028, Louisiana Public Facilities Authority (d)	83,680	83,680
Total governmental bonds	115,635	126,475

Variable Interest Entity Notes Payable (Note 4):
5.41% Series O due July 2012	-	60,000
5.56% Series N due May 2013	75,000	75,000
3.25% Series Q due July 2017	75,000	-
Credit Facility due July 2013, weighted avg rate 2.25%	-	29,400
Total variable interest entity notes payable	150,000	164,400

Other:
Unamortized Premium and Discount – Net	(1,810)	(2,048)
Other	3,604	3,603

Total Long-Term Debt	1,517,429	1,542,430
Less Amount Due Within One Year	75,000	60,000
Long-Term Debt Excluding Amount Due Within One Year	$1,442,429	$1,482,430

Fair Value of Long-Term Debt (c)	$1,668,819	$1,642,388

	2012	2011
	(In Thousands)
Entergy Louisiana
Mortgage Bonds:
1.875% Series due December 2014	$250,000	$-
6.50% Series due September 2018	300,000	300,000
4.8% Series due May 2021	200,000	200,000
3.3% Series due December 2022	200,000	-
5.40% Series due November 2024	400,000	400,000
4.44% Series due January 2026	250,000	250,000
6.4% Series due October 2034	70,000	70,000
6.3% Series due September 2035	100,000	100,000
6.0% Series due March 2040	150,000	150,000
5.875% Series due June 2041	150,000	150,000
5.25% Series due July 2052	200,000	-
Total mortgage bonds	2,270,000	1,620,000

Governmental Bonds (a):
5.0% Series due 2030, Louisiana Public Facilities Authority (d)	115,000	115,000
Total governmental bonds	115,000	115,000

Variable Interest Entity Notes Payable (Note 4):
5.69% Series E due July 2014	50,000	50,000
3.30% Series F due March 2016	20,000	20,000
3.25% Series G due July 2017	25,000	-
Total variable interest entity notes payable	95,000	70,000

Securitization Bonds:
2.04% Series Senior Secured due June 2021	181,584	207,156
Total securitization bonds	181,584	207,156

Other:
Waterford 3 Lease Obligation 7.45% (Note 10)	162,949	188,255
Bank Credit Facility, weighted average rate 0.67% (Note 4)	-	50,000
Unamortized Premium and Discount - Net	(2,230)	(1,912)
Other	3,792	3,813

Total Long-Term Debt	2,826,095	2,252,312
Less Amount Due Within One Year	14,236	75,309
Long-Term Debt Excluding Amount Due Within One Year	$2,811,859	$2,177,003

Fair Value of Long-Term Debt (c)	$2,921,322	$2,211,355

	2012	2011
	(In Thousands)
Entergy Mississippi
Mortgage Bonds:
5.15% Series due February 2013	$100,000	$100,000
3.25% Series due June 2016	125,000	125,000
4.95% Series due June 2018	95,000	95,000
6.64% Series due July 2019	150,000	150,000
3.1% Series due July 2023	250,000	-
6.0% Series due November 2032	75,000	75,000
6.25% Series due April 2034	100,000	100,000
6.20% Series due April 2040	80,000	80,000
6.0% Series due May 2051	150,000	150,000
Total mortgage bonds	1,125,000	875,000

Governmental Bonds (a):
4.60% Series due 2022, Mississippi Business Finance Corp.(d)	16,030	16,030
4.90% Series due 2022, Independence County (d)	30,000	30,000
Total governmental bonds	46,030	46,030

Other:
Unamortized Premium and Discount – Net	(1,511)	(591)

Total Long-Term Debt	1,169,519	920,439
Less Amount Due Within One Year	100,000	-
Long-Term Debt Excluding Amount Due Within One Year	$1,069,519	$920,439

Fair Value of Long-Term Debt (c)	$1,230,714	$985,600

	2012	2011
	(In Thousands)
Entergy New Orleans
Mortgage Bonds:
5.25% Series due August 2013	$70,000	$70,000
5.10% Series due December 2020	25,000	25,000
5.6% Series due September 2024	33,369	33,449
5.65% Series due September 2029	37,976	38,145
5.0% Series due December 2052	30,000	-
Total mortgage bonds	196,345	166,594

Other:
Unamortized Premium and Discount – Net	(45)	(57)

Total Long-Term Debt	196,300	166,537
Less Amount Due Within One Year	70,000	-
Long-Term Debt Excluding Amount Due Within One Year	$126,300	$166,537

Fair Value of Long-Term Debt (c)	$200,725	$169,270

	2012	2011
	(In Thousands)
Entergy Texas
Mortgage Bonds:
3.60% Series due June 2015	$200,000	$200,000
7.125% Series due February 2019	500,000	500,000
4.1% Series due September 2021	75,000	75,000
7.875% Series due June 2039	150,000	150,000
Total mortgage bonds	925,000	925,000

Securitization Bonds:
5.51% Series Senior Secured, Series A due October 2013	-	18,494
2.12% Series Senior Secured due February 2016	93,436	132,005
5.79% Series Senior Secured, Series A due October 2018	119,341	121,600
3.65% Series Senior Secured due August 2019	144,800	144,800
5.93% Series Senior Secured, Series A due June 2022	114,400	114,400
4.38% Series Senior Secured due November 2023	218,600	218,600
Total securitization bonds	690,577	749,899

Other:
Unamortized Premium and Discount - Net	(2,653)	(3,103)
Other	4,889	5,331

Total Long-Term Debt	1,617,813	1,677,127
Less Amount Due Within One Year	-	-
Long-Term Debt Excluding Amount Due Within One Year	$1,617,813	$1,677,127

Fair Value of Long-Term Debt (c)	$1,885,672	$1,906,081

	2012	2011
	(In Thousands)
System Energy
Mortgage Bonds:
6.2% Series due October 2012	$-	$70,000
4.1% Series due April 2023	250,000	-
Total mortgage bonds	250,000	70,000

Governmental Bonds (a):
5.875% Series due 2022, Mississippi Business Finance Corp.	216,000	216,000
5.9% Series due 2022, Mississippi Business Finance Corp.	-	102,975
6.2% Series due 2026, Claiborne County	-	50,000
Total governmental bonds	216,000	368,975

Variable Interest Entity Notes Payable (Note 4):
6.29% Series F due September 2013	70,000	70,000
5.33% Series G due April 2015	60,000	60,000
4.02% Series H due February 2017	50,000	-
Total variable interest entity notes payable	180,000	130,000

Other:
Grand Gulf Lease Obligation 5.13% (Note 10)	138,893	178,784
Unamortized Premium and Discount – Net	(1,096)	(714)
Other	2	3

Total Long-Term Debt	783,799	747,048
Less Amount Due Within One Year	111,854	110,163
Long-Term Debt Excluding Amount Due Within One Year	$671,945	$636,885

Fair Value of Long-Term Debt (c)	$664,670	$582,952

(a)	Consists of pollution control revenue bonds and environmental revenue bonds.
(b)	Pursuant to the Nuclear Waste Policy Act of 1982, Entergy's nuclear owner/licensee subsidiaries have contracts with the DOE for spent nuclear fuel disposal service. The contracts include a one-time fee for generation prior to April 7, 1983. Entergy Arkansas is the only Entergy company that generated electric power with nuclear fuel prior to that date and includes the one-time fee, plus accrued interest, in long-term debt.
(c)	The fair value excludes lease obligations of $163 million at Entergy Louisiana and $139 million at System Energy and long-term DOE obligations of $181 million at Entergy Arkansas, and includes debt due within one year. Fair values are classified as Level 2 in the fair value hierarchy discussed in Note 16 to the financial statements and are based on prices derived from inputs such as benchmark yields and reported trades.
(d)	The bonds are secured by a series of collateral first mortgage bonds.

The annual long-term debt maturities (excluding lease obligations and long-term DOE obligations) for debt outstanding as of December 31, 2012, for the next five years are as follows:

	Entergy Arkansas	Entergy Gulf States Louisiana	Entergy Louisiana	Entergy Mississippi	Entergy New Orleans	Entergy Texas	System Energy

2013	$330,000	$75,000	-	$100,000	$70,000	-	$70,000
2014	$70,000	-	$300,000	-	-	-	-
2015	-	$31,955	-	-	-	$200,000	$60,000
2016	$55,000	-	$20,000	$125,000	-	$93,436	-
2017	$114,700	$75,000	$25,000	-	-	-	$50,000

Entergy Arkansas Debt Issuances

In January 2013, Entergy Arkansas arranged for the issuance by (i) Independence County, Arkansas of $45 million of 2.375% Pollution Control Revenue Refunding Bonds (Entergy Arkansas, Inc. Project) Series 2013 due January 2021, and (ii) Jefferson County, Arkansas of $54.7 million of 1.55% Pollution Control Revenue Refunding Bonds (Entergy Arkansas, Inc. Project) Series 2013 due October 2017, each of which series is secured by a separate series of non-interest bearing first mortgage bonds of Entergy Arkansas. The proceeds of these issuances were applied to the refunding of outstanding series of pollution control revenue bonds previously issued by the respective issuers.

Entergy Arkansas Securitization Bonds

In June 2010, the APSC issued a financing order authorizing the issuance of bonds to recover Entergy Arkansas's January 2009 ice storm damage restoration costs, including carrying costs of $11.5 million and $4.6 million of up-front financing costs. In August 2010, Entergy Arkansas Restoration Funding, LLC, a company wholly-owned and consolidated by Entergy Arkansas, issued $124.1 million of storm cost recovery bonds. The bonds have a coupon of 2.30% and an expected maturity date of August 2021. Although the principal amount is not due until the date given above, Entergy Arkansas Restoration Funding expects to make principal payments on the bonds over the next five years in the amount of $12.6 million for 2013, $12.8 million for 2014, $13.2 million for 2015, $13.4 million for 2016, and $13.8 million for 2017. With the proceeds, Entergy Arkansas Restoration Funding purchased from Entergy Arkansas the storm recovery property, which is the right to recover from customers through a storm recovery charge amounts sufficient to service the securitization bonds. The storm recovery property is reflected as a regulatory asset on the consolidated Entergy Arkansas balance sheet. The creditors of Entergy Arkansas do not have recourse to the assets or revenues of Entergy Arkansas Restoration Funding, including the storm recovery property, and the creditors of Entergy Arkansas Restoration Funding do not have recourse to the assets or revenues of Entergy Arkansas. Entergy Arkansas has no payment obligations to Entergy Arkansas Restoration Funding except to remit storm recovery charge collections.

Entergy Louisiana Securitization Bonds – Little Gypsy

In August 2011, the LPSC issued a financing order authorizing the issuance of bonds to recover Entergy Louisiana's investment recovery costs associated with the cancelled Little Gypsy repowering project. In September 2011, Entergy Louisiana Investment Recovery Funding I, L.L.C., a company wholly-owned and consolidated by Entergy Louisiana, issued $207.2 million of senior secured investment recovery bonds. The bonds have an interest rate of 2.04% and an expected maturity date of June 2021. Although the principal amount is not due until the date given above, Entergy Louisiana Investment Recovery Funding expects to make principal payments on the bonds over the next five years in the amounts of $16.6 million for 2013, $21.9 million for 2014, $20.5 million for 2015, $21.6 million for 2016, and $21.7 million for 2017. With the proceeds, Entergy Louisiana Investment Recovery Funding purchased from Entergy Louisiana the investment recovery property, which is the right to recover from customers through an investment recovery charge amounts sufficient to service the bonds. In accordance with the financing order, Entergy Louisiana will apply the proceeds it received from the sale of the investment recovery property as a reimbursement for previously-incurred investment recovery costs. The investment recovery property is reflected as a regulatory asset on the consolidated Entergy Louisiana balance sheet. The creditors of Entergy Louisiana do not have recourse to the assets or revenues of Entergy Louisiana Investment Recovery Funding, including the investment recovery property, and the creditors of Entergy Louisiana Investment Recovery Funding do not have recourse to the assets or revenues of Entergy Louisiana. Entergy Louisiana has no payment obligations to Entergy Louisiana Investment Recovery Funding except to remit investment recovery charge collections.

Entergy Texas Securitization Bonds - Hurricane Rita

In April 2007, the PUCT issued a financing order authorizing the issuance of securitization bonds to recover $353 million of Entergy Texas's Hurricane Rita reconstruction costs and up to $6 million of transaction costs, offset by $32 million of related deferred income tax benefits. In June 2007, Entergy Gulf States Reconstruction Funding I, LLC, a company that is now wholly-owned and consolidated by Entergy Texas, issued $329.5 million of senior secured transition bonds (securitization bonds) as follows:

	Amount
	(In Thousands)
Senior Secured Transition Bonds, Series A:
Tranche A-1 (5.51%) due October 2013	$93,500
Tranche A-2 (5.79%) due October 2018	121,600
Tranche A-3 (5.93%) due June 2022	114,400
Total senior secured transition bonds	$329,500

Although the principal amount of each tranche is not due until the dates given above, Entergy Gulf States Reconstruction Funding expects to make principal payments on the bonds over the next five years in the amounts of $21.9 million for 2013, $23.2 million for 2014, $24.6 million for 2015, $26.0 million for 2016, and $27.6 million for 2017. All of the scheduled principal payments for 2013-2016 are for Tranche A-2, $23.6 million of the scheduled principal payments for 2017 are for Tranche A-2, and $4 million of the scheduled principal payments for 2017 are for Tranche A-3.

With the proceeds, Entergy Gulf States Reconstruction Funding purchased from Entergy Texas the transition property, which is the right to recover from customers through a transition charge amounts sufficient to service the securitization bonds. The transition property is reflected as a regulatory asset on the consolidated Entergy Texas balance sheet. The creditors of Entergy Texas do not have recourse to the assets or revenues of Entergy Gulf States Reconstruction Funding, including the transition property, and the creditors of Entergy Gulf States Reconstruction Funding do not have recourse to the assets or revenues of Entergy Texas. Entergy Texas has no payment obligations to Entergy Gulf States Reconstruction Funding except to remit transition charge collections.

Entergy Texas Securitization Bonds - Hurricane Ike and Hurricane Gustav

In September 2009, the PUCT authorized the issuance of securitization bonds to recover $566.4 million of Entergy Texas's Hurricane Ike and Hurricane Gustav restoration costs, plus carrying costs and transaction costs, offset by insurance proceeds. In November 2009, Entergy Texas Restoration funding, LLC (Entergy Texas Restoration Funding), a company wholly-owned and consolidated by Entergy Texas, issued $545.9 million of senior secured transition bonds (securitization bonds), as follows:

	Amount
	(In Thousands)
Senior Secured Transition Bonds
Tranche A-1 (2.12%) due February 2016	$182,500
Tranche A-2 (3.65%) due August 2019	144,800
Tranche A-3 (4.38%) due November 2023	218,600
Total senior secured transition bonds	$545,900

Although the principal amount of each tranche is not due until the dates given above, Entergy Texas Restoration Funding expects to make principal payments on the bonds over the next five years in the amount of $39.4 million for 2013, $40.2 million for 2014, $41.2 million for 2015, $42.6 million for 2016, and $44.1 million for 2017. All of the scheduled principal payments for 2013-2014 are for Tranche A-1, $13.8 million of the scheduled principal payments for 2015 are for Tranche A-1 and $27.4 million are for Tranche A-2, and all of the scheduled principal payments for 2016-2017 are for Tranche A-2.

With the proceeds, Entergy Texas Restoration Funding purchased from Entergy Texas the transition property, which is the right to recover from customers through a transition charge amounts sufficient to service the securitization bonds. The transition property is reflected as a regulatory asset on the consolidated Entergy Texas balance sheet. The creditors of Entergy Texas do not have recourse to the assets or revenues of Entergy Texas Restoration Funding, including the transition property, and the creditors of Entergy Texas Restoration Funding do not have recourse to the assets or revenues of Entergy Texas. Entergy Texas has no payment obligations to Entergy Texas Restoration Funding except to remit transition charge collections.