UNITED STATES OF AMERICA
BEFORE THE SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
* * * * * * * * * * * * * * * * *
In the Matter of *
*
ENTERGY CORPORATION, * CERTIFICATE
ENTERGY ENTEPRISES, INC., et al.* PURSUANT TO RULE 24
*
File No. 70-9123 *
*
(Public Utility Holding Company *
Act of 1935) *
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Pursuant to Rule 24 promulgated by the Securities and
Exchange Commission (SEC) under the Public Utility Holding
Company Act of 1935, as amended (Act), as modified by the
application-declaration, as amended, in the above referenced file
and the related orders dated June 22, 1999 (June 1999 Order) and
August 21, 2000 (the August 2000 Order), this is to certify that
the following transactions were carried out during the three (3)
months ended March 31, 2001 (the quarter) by Entergy
Corporation's Non-utility Companies1 (Non-Reg Companies),
pursuant to the authorization of the SEC. Capitalized terms used
in this Certificate, unless otherwise defined, have the meanings
set forth in the June 1999 Order and/or the August 2000 Order.
Authorized Transactions
Pursuant to the June 1999 Order or the August 2000 Order, as
applicable, (a) the Non-Reg Companies are authorized to conduct
development activities with respect to various investment
opportunities for Entergy Corporation (Entergy), (b) the Non-Reg
Companies are authorized to provide various consulting services
to other Non-Reg Companies and to non-associates, including to
market to non-associates the Entergy System's expertise and
capabilities in energy-related areas, and to market to non-
associates intellectual property developed or acquired by System
companies, (c) the Non-Reg Companies are authorized to provide
various management, administrative and support services to
associate companies, excluding certain associate companies
(Excepted Companies2), (d) Entergy is authorized to create O&M
Subs to provide various operations and maintenance services to
non-associate or associate companies, (e) Entergy is authorized
to create one or more New Subsidiaries, (f) Entergy and the Non-
Reg Companies are authorized to make Non-utility Loans to certain
Non-Reg Companies, (g) the Non-Reg Companies are authorized to
issue Other Securities of any type to Entergy, to other Non-Reg
Companies or to third parties, (h) the Non-Reg Companies are
authorized to pay dividends to their immediate parent companies
from capital accounts or other unearned surplus, and (i) Entergy
and the Non-Reg Companies are authorized to provide guarantees or
other forms of credit support (Guarantees) to or for the benefit
of Non-Reg Companies through December 31, 2005, in an aggregate
principal amount not to exceed $2 billion at any one time
outstanding, excluding any Guarantees previously issued and
outstanding under the June 1999 Order.)
During the quarter, Entergy and the Non-Reg Companies
participated in the following authorized transactions:
I. Administrative, Consulting, Management, and Other Services to
Associate Companies
During the quarter, Entergy Enterprises Inc. (Enterprises)
provided certain management and support services, at cost, to its
associate companies, Entergy Power, Inc. (EPI), Entergy Power
Marketing Corp., Entergy Trading and Marketing Ltd., Entergy
Technology Holding Company (ETHC), Entergy Technology Company
(ETC), Entergy Holdings, Inc., Entergy Business Solutions, LLC,
Entergy Thermal LLC, Entergy Global Investments, Inc., Entergy UK
Enterprises Ltd., Entergy Operations Services, Inc., Entergy
Procurement Exchange Corporation, Entergy Retail Management
Services LLC-A, Entergy Power Development Corporation (EPDC),
Entergy International Ltd. LLC, Entergy Pakistan, Ltd., Entergy
Power Asia Ltd., EP Edegel, Inc., EWO Holdings Inc., Entergy
Power Operations Corp., Entergy Power International Holdings
Corp., Entergy Nuclear, Inc. (ENI), Entergy Nuclear Generation
Company (ENGC), Entergy Nuclear Holding Company #1, Entergy
Nuclear Operations, Inc., Entergy Nuclear Indian Point 3 LLC,
Entergy Nuclear Fitzpatrick, LLC, TLG Services, Inc., Entergy MHK
Retail, LLC, Entergy Solutions Ltd., Entergy Solutions Supply,
Ltd., Entergy Power RS Corp., EWO Marketing, LP, Entergy Power
E&C Holdings, LLC, Warren Power, LLC, and Entergy Power Gas
Operations Corp. Enterprises' billings to all such associate
companies included direct costs incurred plus, to the extent
applicable, an indirect loading based upon current month
administrative charges.
Enterprises billed, at cost, EPI ($224,990) for services
related to the marketing of EPI capacity and energy to third
parties at wholesale, preparation of contracts and regulatory
filings, oversight of plant operations and maintenance by plant
operators, and procurement of transmission services. In regard
to Entergy Power Marketing Corp. ($951,857) and Entergy Trading
and Marketing Ltd. ($446,388), these services related to
management oversight, the marketing of energy commodities to
third parties at wholesale, the preparation of contracts and
regulatory filings and the procurement of transmission services.
In regard to ETHC ($143,538), ETC ($218,495), Entergy Holdings,
Inc. ($26,696), Entergy Thermal LLC ($118,500), Entergy Business
Solutions, LLC ($6,188), EPDC ($1,595,635), Entergy International
Ltd. LLC ($1,777,393), Entergy Global Investments, Inc.
($10,950), Entergy MHK Retail, LLC ($21,603), Entergy UK
Enterprises Ltd. ($4,780), Entergy Operations Services, Inc.
($168,310), Entergy Procurement Exchange Corporation, ($11,169),
Entergy Retail Louisiana Management Services, LLC-A ($2,776),
Entergy Pakistan Ltd. ($184,747), Entergy Power Asia Ltd.,
($156,750), EP Edegel, Inc. ($144,322), EWO Holdings Inc.
($97,759), Entergy Power Operations Corporation ($209,130),
Entergy Power International Holdings Corp. ($4,226,559), Entergy
Solutions Ltd ($542,270), Entergy Solutions Supply, Ltd.
($72,403), Entergy Power RS Corp. ($442,193), EWO Marketing, LP
($44,438), Entergy Power E&C Holdings, LLC ($101,750), Warren
Power, LLC ($448,372), Entergy Power Gas Operations, Corp.,
($168,622), Entergy Nuclear Holding Company #1 ($970), Entergy
Nuclear Operations, Inc. ($7,185), Entergy Nuclear Indian Point 3
LLC ($686,217), Entergy Nuclear Fitzpatrick LLC ($626,810), TLG
Services, Inc. ($31,137 credit), and ENI ($1,107,695), these
services were primarily related to management oversight and/or
project development. In regard to ENGC ($1,296,893), Enterprises
provided services related to the marketing of energy to third
parties at wholesale.
During the quarter, ENI provided management oversight
services, at cost, in the amount of $128,635 to TLG Services,
Inc. (TLG), a subsidiary of ENI that provides nuclear
decommissioning consulting and related services to non-
affiliates. ENI also billed, at cost, Entergy Nuclear Indian
Point 3, LLC (IP3) and Entergy Nuclear Fitzpatrick, LLC (JAF) for
project development activities related to the acquisition by such
companies of nuclear generating facilities in the amount of
$4,285,168 and $4,285,168, respectively.
During the quarter, Entergy Operations Services, Inc. (EOSI)
provided management support to services EntergyShaw, LLC, at
cost, in the amount of $45,682.
During the quarter, Entergy Holdings, Inc. provided
management/administrative and consulting services to Entergy
Business Solutions LLC and to Entergy Thermal LLC. The amounts
billed, at cost, to Entergy Business Solutions LLC and Entergy
Thermal LLC during this quarter were $30 and $13, respectively.
During the quarter, Entergy Retail Louisiana Management
Services, LLC-A provided management/administrative and consulting
services to Entergy Solutions Ltd. The amounts billed, at cost,
during this quarter were $899,546.
During the quarter, Axia Energy LP provided management and
administrative support services to EWO Marketing LP in connection
with scheduling, dispatching and trading of energy to third
parties at wholesale. The amounts billed, at cost, during this
quarter were $697,360.
II. Consulting Services Provided to Non-Associate Companies
Enterprises, under contract with a hydroelectric
partnership, continues to provide an array of technical
services/support and maintenance for a hydroelectric transmission
line. Certain Entergy Services, Inc. personnel are providing the
services. Enterprises is paid a fixed annual fee plus market
based rates for performing maintenance on the transmission line
owned by the partnership. The partnership was charged $14,376
for services rendered during the second quarter. Also,
Enterprises provided consulting services to a third-party related
to the marketing of such party's excess energy capacity to third
parties at wholesale. These services were billed at cost in the
amount of $29,369.
During the quarter, no other consulting services were
provided by Non-Reg Companies to non-associate companies.
III. Non-utility Loans Made by Entergy to Non-Reg Companies, or
Between Non-Reg Companies
During the quarter, no Non-utility Loans subject to
reporting in this Certificate were made by Entergy to Non-Reg
Companies or between Non-Reg Companies.
IV. Other Securities Issuances by Non-Reg Companies
During the quarter, no Other Securities issuances subject to
reporting in this Certificate were made by Non-Reg Companies.
V. Formation and Capitalization of New Subsidiaries and O&M
Subs
During the quarter, Entergy formed the following companies
as New Subsidiaries in accordance with the June 1999 Order: EK
Holding I LLC, EK Holding II LLC, EK Holding III LLC, Entergy-
Koch LLC, Entergy-Koch LP, Axia Energy LLC, and Gulf South
Pipeline LLC, each of which was formed in connection with the
Entergy-Koch L.P. joint venture; Entergy PTB Holding Company,
Inc., Entergy Select LLC, and Entergy Solutions Select Ltd. each
of which was formed in connection with Entergy's unregulated
retail energy business in Texas; and Entergy Nuclear Vermont
Investment Company, and Entergy Nuclear Vermont Yankee LLC, each
of which was formed to develop and/or acquire nuclear generating
facilities.
During the quarter, certain of the foregoing companies were
minimally capitalized as follows: Entergy Nuclear Vermont
Investment Company, and Entergy Nuclear Vermont Yankee LLC, EK
Holding I LLC, EK Holding II LLC, EK Holding III LLC, Entergy-
Koch LLC, Axia Energy LLC and Gulf South Pipeline LLC. Also, the
foregoing companies were capitalized as follows: Entergy-Koch LP
($327,737,710), Entergy PTB Holding Company, Inc. ($1,000,000),
Entergy Select LLC ($10,850) and Entergy Solutions Select Ltd.
($986,000).
During the quarter, no other amounts were expended to form
and initially capitalize any New Subsidiaries or O&M Subs.
During the quarter, Entergy International Holding Ltd. LLC
relinquished its status as a FUCO and has claimed status as a New
Subsidiary. Also, Entergy Global Trading Holdings Ltd. (EGTH)
changed its status to a New Subsidiary. No additional capital was
invested by Entergy in EGTH in connection with the change in
status.
VI. Nature and Extent of O&M Services Provided
During the quarter, ENI provided decommissioning management
services to two non-associate large nuclear operating utilities
in the Northeast. ENI is paid a fixed monthly fee and certain
incentive fees and is reimbursed for its actual expenses for
labor and related charges for all services provided. The total
amount billed by ENI for all such services during the quarter was
$1,360,286. ENI also provided license renewal management services
to non-associate nuclear utility customers. The total amount
billed for all such services during the quarter was $1,683,
consisting of market-based fees and reimbursable expenses. In
connection with its O&M services business, ENI billed $6,000 for
annual software license fees, consisting of market-based fees, to
several non-associate customers for annual software license fees
for the use of various nuclear software applications which were
developed by System Companies. ENI also billed $20,000,
consisting of market-based fees, to non-associate customers for
the use of monitoring equipment in conjunction with its O&M
services.
In addition, during the quarter, EOSI provided power project
related operation and management services to several non-
associate customers, including professional advice, technical
expertise and maintenance services. Specifically, EOSI's
services to non-associate customers included performing
preventive maintenance on substations; providing O&M consulting
services; installing a transformer and substation; installing
various electrical equipment including a 230kV breaker; providing
project management for the installation of a steam turbine;
completing construction of a 230kV switchyard for a merchant
plant; and preparing a technical analysis on boiler tube
failures. The total amounts billed for all such services during
the quarter were $1,222,305 consisting, in each case, of market-
based fees and reimbursable expenses.
During the quarter, EOSI also provided management, technical
and environmental support to EPGC in respect of its North
American peaker projects, at cost in the amount of $3,473, and
EPDC's Saltend and Damhead Creek projects, at cost, in the amount
of $108,280. EOSI also provided construction and engineering
support to Warren Power LLC, a peaker project and a wholly-owned
indirect subsidiary of Entergy, at cost, for $5,255,785.
During the quarter, Entergy Nuclear Operations, Inc. (ENOI)
billed, at cost, ENI ($2,133,498), TLG ($792,848), ENGC
($1,542,298 credit), IP3 ($20,084,524) and JAF ($17,047,997) for
operation and management services, including professional advice,
technical support primarily related to the operation or
decommissioning of nuclear facilities.
Entergy represents that no Excepted Company has subsidized
the operations of any Non-Reg Company and that the rendering of
O&M Services by O&M Subs is in compliance with the applicable
rules, regulations and orders of the SEC and has not adversely
affected the services provided by any Excepted Company to its
customers.
VII. Payment of Dividends By Certain Non-Reg Companies
During the quarter, no other dividends subject to reporting
in this Certificate were paid by Non-Reg Companies.
VIII. Reorganizations
The Entergy Non-Reg Companies' organizational structure as
of March 31, 2001 is included in Exhibit 1.
No reorganizations of Entergy's ownership interests in Non-
Reg Companies subject to reporting in this Certificate were
effected during the quarter.
IX. Outstanding Guarantees Issued by Entergy or by Non-utility
Companies
As of the end of the quarter, the total outstanding amount
of Guarantees issued pursuant to the August 2000 Order by Entergy
or by Non-utility Companies (to the extent reportable herein) to
or for the benefit of Non-utility Companies was $664,299,137,
excluding Guarantees previously issued and outstanding under the
June 22, 1999 Order in the amount of $163,205,000.
X. Financial Statements
Entergy Corporation's unaudited Balance Sheet and Income
Statement for the quarter ended March 31, 2001 are included in
Exhibit 2.
IN WITNESS WHEREOF, the undersigned company has caused this
certificate to be executed on this 30th day of May 2001.
ENTERGY CORPORATION
/s/Nathan E. Langston
-----------------------------------------
Nathan E. Langston
Vice President and Chief Accounting Officer
FN1 Non-utility Companies are defined in the August 2000 Order as
"exempt wholesale generators" ("EWGs"), "foreign utility
companies" ("FUCOs"), "exempt telecommunications companies"
("ETCs"), "O&M Subs", "Authorized Subsidiary Companies", "New
Subsidiaries" and "Energy-related Companies".
FN2 The Excepted Companies are Entergy's retail operating
companies (Entergy Arkansas Inc., Entergy Louisiana Inc., Entergy
Mississippi Inc., Entergy New Orleans Inc. and Entergy Gulf
States Inc.), System Energy Resources, Inc., System Fuels, Inc.,
Entergy Operations, Inc., Entergy Services, Inc., and any other
subsidiaries that Entergy may create whose activities and
operations are primarily related to the domestic sale of electric
energy at retail or at wholesale to affiliates or the provision
of goods or services thereto.