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 September 30, 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
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 Solutions Management
Services LLC, 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 Operations,
Inc., Entergy Nuclear Indian Point 3 LLC, Entergy Nuclear
FitzPatrick, LLC, Entergy Nuclear Indian Point 2 LLC, TLG
Services, Inc., Entergy MHK Retail, LLC, Entergy Solutions Ltd.,
Entergy Solutions Supply, Ltd., Entergy Power RS Corp., EWO
Marketing Holding, LLC, 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 ($385,536) 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
ETHC ($326,191), ETC ($645,306), Entergy Holdings, Inc. ($7,320),
Entergy Thermal LLC ($256,337), Entergy Business Solutions, LLC
($16,172), EPDC ($4,291,659), Entergy International Ltd. LLC
($2,977,336), Entergy Global Investments, Inc. ($50,566), Entergy
MHK Retail, LLC ($154,781), Entergy UK Enterprises Ltd.
($31,326), Entergy Operations Services, Inc. ($86,366), Entergy
Procurement Exchange Corporation, ($10,694), Entergy Solutions
Management Services, LLC ($349,671), Entergy Pakistan Ltd.
($32,234), Entergy Power Asia Ltd., ($798,360), EP Edegel, Inc.
($377,265), EWO Holdings Inc. ($10,822), Entergy Power Operations
Corporation ($669,190), Entergy Power International Holdings
Corp. ($219,721), Entergy Solutions Ltd ($1,245,824), Entergy
Solutions Supply, Ltd. ($550,244), Entergy Power RS Corp.
($1,028,033), EWO Marketing Holding LLC (923,456), EWO Marketing,
LP ($921,239), Entergy Power E&C Holdings, LLC ($922,350), Warren
Power, LLC ($1,375,811), Entergy Power Gas Operations Corp.
($335,511), Entergy Nuclear Indian Point 3 LLC ($1,947,370),
Entergy Nuclear FitzPatrick LLC ($1,776,991), Entergy Indian
Point 2 LLC ($62,317), TLG Services, Inc. ($50,622), ENI
($2,229,343), and Entergy Nuclear Operations, Inc. ($44,750),
these services were primarily related to management oversight
and/or project development. In regard to ENGC ($2,053,444),
Enterprises provided services related to the marketing of energy
to third parties at wholesale and management oversight.
Also, during the quarter ENI engaged in development
activities on behalf of Entergy Nuclear Indian Point 2 (IP2)
which were billed to IP2 at cost in the amount of $18,649,975.
During the quarter, Entergy Operations Services, Inc. (EOSI)
provided management support to services EntergyShaw, LLC, at
cost, in the amount of $50,785.
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 $30,672 and $48,234,
respectively.
During the quarter, Entergy Solutions Management Services,
LLC provided management/administrative and consulting services to
Entergy Solutions Ltd. and to Entergy Solutions Select, Ltd. The
amounts billed, at cost, during this quarter were $669,242 and
$1,042,099, respectively.
During the quarter, Entergy Solutions Supply, Ltd. provided
management/administrative and consulting services to Entergy
Solutions Ltd and to Entergy Solutions Select, Ltd. The amounts
billed, at cost, during this quarter were $378,461 and
$1,395,570, respectively.
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.
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:
Entergy Nuclear Finance Holding, Inc. and Entergy Nuclear
Finance, Inc. were formed to finance the acquisition of the
Indian Point 2 plant, as well as potentially other non-utility
nuclear generating facilities.
During the quarter, certain of the foregoing companies were
capitalized as follows: Entergy Nuclear Finance Holding, Inc. was
capitalized with $52,000,000 and Entergy Nuclear Finance, Inc.
was capitalized with $535,050,000, in each case to fund Entergy's
acquisition of the Indian Point 2 plant.
In addition, during the quarter, EN Services I Corporation,
formerly Entergy Power Operations Fairfield Corporation, EN
Services II Corporation, formerly Entergy Power Operations
Freestone Corporation, Entergy Power Ventures I Corp. I, Entergy
Power Ventures Corp. II, and Entergy Power Ventures LP claimed
status as a New Subsidiary. Also, EN Services LP, formerly
Entergy Power Freestone O&M LP, claimed status as an O&M Sub.
Each of these companies was previously minimally capitalized.
During the quarter, no other amounts were expended to form
and initially capitalize any New Subsidiaries or O&M Subs.
VI. Nature and Extent of O&M Services Provided
During the quarter, ENI provided decommissioning management
services to a large non-associate nuclear operating utility in
the Northeast and other services to non-associate companies
related to the operation, maintenance, and decommissioning of
nuclear generation facilities. The total amount billed for all
such services was $355,722, consisting of certain incentive fees
and reimbursable expenses. Also, ENI provided license renewal
management services to non-associate nuclear utility customers.
The total amounts billed for all such services were $290,000,
consisting of market-based fees and reimbursable expenses. ENI
also provided license renewal management services to ENGC, at
cost, in the amount of $265,629.
During the quarter, Entergy Nuclear Operations, Inc. (ENOI)
billed, at cost, ENI ($2,003,833), TLG ($790,231), ENGC
($1,195,380), IP3 ($23,916,776), JAF ($22,737,332) and IP2
($3,887,663) for O&M Services, including professional advice, and
technical support primarily related to the operation, maintenance
or decommissioning of nuclear facilities.
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; providing project management for the installation of a
steam turbine; and providing engineering, procurement and
construction services on transmission and substation facilities.
The total amounts billed for all such services during the quarter
were $1,973,965consisting, in each case, of market-based fees and
reimbursable expenses, at cost.
During the quarter, 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
$136,058.
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 dividends subject to reporting in
this Certificate were paid by Non-Reg Companies.
VIII. Reorganizations
The Entergy Non-Reg Companies' organizational structure as
of September 30, 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 $262,482,850,
excluding Guarantees previously issued and outstanding under the
June 1999 Order in the amount of $40,561,991.
X. Financial Statements
Entergy Corporation's unaudited Balance Sheet and Income
Statement for the quarter ended September 30, 2001 are included
in Exhibit 2.
IN WITNESS WHEREOF, the undersigned company has caused
this certificate to be executed on this 29th day of November
2001.
ENTERGY CORPORATION
/s/ Nathan E. Langston
Nathan E. Langston
Senior Vice President and Chief Accounting Officer
_______________________________
1 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".
2 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.