UNITED STATES OF AMERICA
BEFORE THE SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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In the Matter of *
*
ENTERGY CORPORATION, * CERTIFICATE
ENTERGY ENTEPRISES, INC., et al. * PURSUANT TO RULE 24
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File No. 70-9123 *
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(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 June 30, 2002 (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. (EOSI),
Entergy Procurement Exchange Corporation, Entergy Solutions
Management Services LLC, Entergy Solutions Select Ltd., Entergy
Commerce, Inc., Entergy Power Development Corporation (EPDC),
Entergy International Ltd. LLC, Bom Jardin Energetica LTDA,
Entergy Power Operations Corp., Entergy Power Operations U.S.,
Inc., EWO Wind II LLC, Entergy Power Crete Corporation, Entergy
Nuclear, Inc. (ENI), Entergy Nuclear Operations, Inc., Entergy
Nuclear Generation Corporation (ENGC), Entergy Nuclear Indian
Point 3 LLC (IP3), Entergy Nuclear FitzPatrick, LLC, Entergy
Nuclear Indian Point 2 LLC (IP2), TLG Services, Inc. (TLG),
Entergy MHK Retail, LLC, Entergy Solutions Ltd., Entergy
Solutions Essentials Ltd, Entergy Power RS Corp., Entergy Power
Ventures LP, EWO Marketing, LP, Entergy-Koch Trading Ltd.,
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 ($175,118) for consulting
and other support 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 ($172,877), ETC
($346,644), Entergy Holdings, Inc. ($79,989), Entergy Thermal LLC
($89,061), Entergy Business Solutions, LLC ($14,718), EPDC
($655,552), Entergy International Ltd. LLC ($907,184), Entergy
Global Investments, Inc. ($31,607), Entergy MHK Retail, LLC
($2,172), Entergy UK Enterprises Ltd. ($271,045), Entergy
Operations Services, Inc. ($179,821), Entergy Procurement
Exchange Corporation ($13,972), Entergy Solutions Management
Services LLC ($175,542), Entergy Solutions Select Ltd.
($1,709,714), Entergy Solutions Essentials Ltd. ($13,266),
Entergy Commerce, Inc. ($22,045), Bom Jardin Energetica LTDA
($5,272), Entergy Power Operations Corporation ($107,053),
Entergy Power Operations U.S., Inc. ($175,315), EWO Wind II LLC
($186,436), Entergy Power Crete Corporation ($233,020), Entergy
Solutions Ltd ($888,038), Entergy Power RS Corp. ($406,553), EWO
Marketing, LP ($221,373), Entergy-Koch Trading Ltd. ($902,121),
Entergy Power Ventures LP, ($887,449), Entergy Power E&C
Holdings, LLC ($145,394), Warren Power, LLC ($186,436), Entergy
Power Gas Operations Corp. ($1,126), ENGC ($1,918,161), Entergy
Nuclear Indian Point 3 LLC ($2,009,146), Entergy Nuclear
FitzPatrick LLC ($1,754,764), Entergy Nuclear Indian Point 2 LLC
($2,073,825), TLG Services, Inc. ($81,122), ENI ($1,670,471), and
Entergy Nuclear Operations, Inc. ($1,226), these services were
primarily related to management oversight, administrative
services, support services, and/or project development.
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 $463,766 and
$209,049, 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 a $24,156 credit and
$693,899, respectively.
During the quarter, Entergy Retail Texas, Inc. provided
management/administrative and consulting services to Entergy
Solutions Select, Ltd. The amount billed, at cost, during this
quarter was a $ 3,969 credit.
During the quarter, Entergy-Koch LP (EKLP) provided
management/administrative support services, consulting services
and services related to the marketing of energy commodities to
third parties at wholesale to EWO Marketing LP. The amount
billed, at cost, to EWO Marketing LP for such services during the
quarter was $975,315. EKLP also provided management oversight
services related to the marketing of energy commodities to third
parties at wholesale; the preparation of contracts and regulatory
filings; the procurement of transmission services; and
administrative support to Entergy-Koch Trading LP. The amount
billed, at cost, to Entergy-Koch Trading LP for such services
during the quarter was $1,015,000.
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 $14,688
for services rendered during the 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, Entergy Power Development Corporation
made unsecured loans to Entergy Power Castelnou S.L., Entergy
Power Development Espana S.L., Entergy Power Holding Espana S.L.,
and Entergy Power Projects Espana S.L. for the purpose of meeting
their expenses related to development activities in the amounts
of $8,980, $148,170, $4,490, and $17,960, respectively.
During the quarter, no other 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, the following companies claimed status
as New Subsidiaries in accordance with the June 1999 Order:
Entergy Power Spain LLC, which was formed to hold Entergy's
investments in certain European electric generation projects
under development; Entergy Mississippi Turbine Company, which was
formed to perform project development services including the
acquisition of purchase rights to certain turbine-generators
intended to be used for future domestic EWG projects.
During the quarter, the foregoing companies were capitalized
as follows: Entergy Power Spain LLC was capitalized with $1,000;
Entergy Mississippi Turbine Company was capitalized with $1,000
of common stock.
During the quarter the following companies changed their
status: Crete Energy Ventures, LLC changed its status to EWG from
`New Subsidiary'; Entergy Nuclear Vermont Yankee LLC changed its
status to EWG from `New Subsidiary'; EP Edegel, Inc. and EWO
Holdings LLC each changed its status to `New Subsidiary' as a
result of relinquishing its status as a `Foreign Utility Company'
(FUCO).
During the quarter, no other amounts were expended to form
and initially capitalize any New Subsidiary or O&M Sub.
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 $524,257 consisting of certain incentive fees
and reimbursable expenses. Also, during the quarter, ENI provided
license renewal management services to non-associate nuclear
utility customers. The total amount billed for all such services
were $253,180, consisting of market-based fees and reimbursable
expenses. Also, during the quarter, ENI billed ENGC, at cost,
$754,400 for license renewal management services. In addition,
during the quarter, ENI billed TLG, at cost, $124,174 for O&M
Services, including professional advice, and technical support
primarily related to the decommissioning of nuclear electric
generating facilities.
During the quarter, Entergy Nuclear Fuels Company billed, at
cost, ENGC ($18,037), IP3 ($18,037), JAF ($18,037), and IP2
($18,037) for O&M Services related to the procurement of nuclear
fuels and fuel services for their nuclear EWG affiliates.
During the quarter, Entergy Nuclear Operations, Inc. (ENOI)
billed, at cost, ENI ($2,919,598), TLG ($341,739), ENGC
($20,030,880), IP3 ($26,526,639), JAF ($24,949,612) and IP2
($26,969,068) for O&M Services, including professional advice and
technical support primarily related to the operation, maintenance
or decommissioning of nuclear electric generating facilities.
In addition, during the quarter, EOSI provided power project
related O&M 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, engineering, ground testing, procurement and
construction services on transmission and substation facilities.
The total amounts billed for all such services during the quarter
were $3,706,531 consisting, in each case, of market-based fees
and reimbursable expenses. Also, during the quarter, EOSI
provided O&M Services related to construction management support
to EntergyShaw, LLC, for which it was billed, at cost, the amount
of $27,805.
During the quarter, Entergy Power Operations U.S. Inc.
provided O&M Services, at cost, to Entergy Power RS Corporation
relating to construction management and administrative support of
its electric generating facilities; to Warren Power, LLC relating
to long-term operations and maintenance, and administrative
support of its electric generating facilities; and to Entergy
Power Ventures LP relating to administrative support of its co-
owned electric generating facilities. These affiliate companies
were billed, at cost, $1,068, $161,738, and $19,140,
respectively.
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, Entergy Power, Inc. distributed to its
parent, Entergy Corporation, $2,600,000 as a return of capital
from unearned or capital surplus.
During the quarter, Entergy International Holdings Ltd LLC
paid $2,000,000 as a distribution out of capital to its parent,
Entergy Corporation. During the quarter, Entergy International
Ltd LLC paid $2,000,000 as a distribution out of capital to its
parent, Entergy International Holdings Ltd LLC.
During the quarter, Entergy Power Warren Corporation I paid
$5,000,000 as a return of capital from unearned capital or
surplus to its parent, Entergy Power Generation Corporation.
During the quarter, Entergy Mississippi Turbine Company paid
$41,965,706 as a return of capital from unearned capital or
surplus to its parent, Entergy Power Development Corporation.
During the quarter, no other dividends or distributions
subject to reporting in this Certificate were paid by Non-Reg
Companies.
VIII. Reorganizations
The Entergy Non-Reg Companies' organizational structure as
of June 30, 2002 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-Reg Companies (to the extent reportable herein) to or for
the benefit of Non-Reg Companies was $507,133,144, excluding
Guarantees previously issued and outstanding under the June 1999
Order in the amount of $40,205,000.
X. Financial Statements
Entergy Corporation and Subsidiaries' Consolidated unaudited
Balance Sheet and Income Statement for the quarter ended June 30,
2002 are included in Exhibit 2.
IN WITNESS WHEREOF, the Undersigned Company has caused
this certificate to be executed on this 29th day of August
2002.
ENTERGY CORPORATION
/s/ Steven C. McNeal
Steven C. McNeal
Vice President and Treasurer
_______________________________
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.