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 December 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
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, Entergy Pakistan, Ltd., Entergy
Power Asia Ltd., EP Edegel, Inc., EWO Holdings Inc., Entergy
Power Operations Corp., Entergy Power International Holdings
Corp., Entergy Power Crete Corporation, Entergy Nuclear, Inc.
(ENI), Entergy Nuclear Operations, Inc., Entergy Nuclear
Generation Corporation (ENGC), 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 Solutions
Essentials Ltd, Entergy Power RS Corp., RS Cogen LLC, Entergy
Power Ventures LP, 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 ($224,252) 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 ($40,326), ETC
($570,325), Entergy Holdings, Inc. ($248,272), Entergy Thermal
LLC ($121,094), Entergy Business Solutions, LLC ($14,322), EPDC
($820,968), Entergy International Ltd. LLC ($713,876), Entergy
Global Investments, Inc. ($39,156), Entergy MHK Retail, LLC
($102,193), Entergy UK Enterprises Ltd. ($18,475), Entergy
Operations Services, Inc. ($162,685), Entergy Procurement
Exchange Corporation, ($12,777), Entergy Solutions Management
Services LLC ($362,755), Entergy Solutions Select Ltd.
($534,288), Entergy Solutions Essentials Ltd. ($1,369), Entergy
Commerce, Inc. ($15,509), Entergy Pakistan Ltd. ($33,081),
Entergy Power Asia Ltd., ($6,104), EP Edegel, Inc. ($66,969),
Entergy Power Operations Corporation ($153,492), Entergy Power
International Holdings Corp. ($442,164 credit), Entergy Power
Crete Corporation ($155,961), Entergy Solutions Ltd ($652,961),
Entergy Solutions Supply Ltd. ($334,120), Entergy Power RS Corp.
($411,803), RS Cogen LLC ($140,875), EWO Marketing, LP
($765,903), Entergy Power Ventures LP, ($1,330,056), Entergy
Power E&C Holdings, LLC ($392,867), Warren Power, LLC ($211,873),
Entergy Power Gas Operations Corp. ($226,209), Entergy Nuclear
Indian Point 3 LLC ($1,583,929), Entergy Nuclear FitzPatrick LLC
($1,429,245), Entergy Nuclear Indian Point 2 LLC ($1,194,164),
TLG Services, Inc. ($49,914), ENI ($1,022,178), and Entergy
Nuclear Operations, Inc. ($23,909), these services were primarily
related to management oversight and/or project development. In
regard to ENGC ($1,537,227), Enterprises provided services
related to the marketing of energy to third parties at wholesale
and management oversight, administrative and support services.
Also, during the quarter ENI billed Entergy Nuclear Indian Point
2 LLC (IP2) for costs related to development activities performed
during prior quarters on behalf of IP2 relating to the
acquisition of Indian Point 2 nuclear plant, which were billed to
IP2 at cost in the amount of $122,525.
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 $20,803 and $48,541,
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 $1,600,398 and
$525,839, 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 $541,788 and
$1,677,489, respectively.
During the quarter, Entergy Retail Texas, Inc. provided
management/administrative and consulting services to Entergy
Solutions Ltd. The amounts billed, at cost, during this quarter
were $63,456.
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 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, Inc. issued a non-interest
bearing unsecured promissory note to EWO Marketing, LP to
evidence a borrowing in the amount of $10,000,000 with a maturity
date of December 19, 2003 for the purpose of meeting its
expenses, to repay debt or to return capital to its parent.
During the quarter, Entergy Power Global Operations Corp.
issued a non-interest bearing unsecured promissory note to
Entergy International Holdings LLC to evidence a borrowing in the
amount of $3,400,000 with a maturity date of December 20, 2003
for the purpose of meeting its expenses, to repay debt, to return
capital to its parent, or to make loans to affiliate companies.
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, Entergy formed the following companies
as New Subsidiaries in accordance with the June 1999 Order: EWO
Wind II, LLC and EWO Wind I, LLC were formed to hold Entergy's
investment in Northern Iowa Windpower LLC, which owns a wind
powered electric generation plant. In addition, Entergy Power
Netherlands Company, B.V. and Entergy Power Projects Italia,
S.R.L., both previously inactive, were formed to hold Entergy's
investment in certain European electric generation projects;
Entergy Power DeSoto County Ventures Inc. and DeSoto County
Generation Company LLC, both previously inactive, were formed to
hold Entergy's investments in certain electric generation
projects in United States.
During the quarter, the foregoing companies were capitalized
as follows: EWO Wind II, LLC and EWO Wind I, LLC were capitalized
with $1,000 and $1,000, respectively. Entergy Power Netherlands
Company, B.V., and Entergy Power Projects Italia, S.R.L. were
previously capitalized with $31,034and $9,709, respectively.
Also, Entergy Power DeSoto County Ventures Inc. and DeSoto County
Generation Company LLC were previously capitalized with $1,000
and $1,000, respectively.
In addition, during the quarter, Entergy Nuclear Indian
Point 2 LLC relinquished its status as a New Subsidiary as a
result of receiving EWG status.
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 $898,536, consisting of certain incentive fees
and reimbursable expenses.
During the quarter, Entergy Nuclear Operations, Inc. (ENOI)
billed, at cost, ENI ($1,601,010), TLG ($835,509), ENGC
($3,515,178), IP3 ($27,890,485), JAF ($26,602,360) and IP2
($25,910,002) 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 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 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 $3,739,360
consisting, in each case, of market-based fees and reimbursable
expenses, at cost. Also, during the quarter, EOSI provided O&M
Services related to construction management support to
EntergyShaw, LLC, at cost, in the amount of $95,802.
During the quarter, Entergy Power Operations U.S. Inc.
provided O&M Services to Entergy Power RS Corporation relating to
construction management and administrative support and to Warren
Power, LLC, wholly-owned indirect subsidiaries of Entergy
relating to long-term operations and maintenance, and
administrative support, at cost, for which said companies were
billed $1,887 and $1,104,791, 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, EPI paid a dividend as a return of
capital to its parent, Entergy Corporation in the amount of
$10,000,000.
During the quarter, Entergy International Holdings Ltd. LLC
paid $23,515,000 as a distribution out of capital to its parent,
Entergy Corporation.
During the quarter, Entergy Retail Holding Company paid
$5,099,000 as a return of capital to its parent, Entergy
Corporation.
During the quarter, Entergy Retail Texas, Inc. paid $35,000
as a return of capital to its parent, Entergy Retail Holding
Company.
During the quarter, Entergy Solutions Supply Ltd. paid
$1,500,000 as a return of capital to its parent, Entergy Retail
Holding Company.
During the quarter, Entergy PTB Holding Company. paid
$1,910,000 as a return of capital to its parent, Entergy
Corporation.
During the quarter, Entergy Power Warren Corporation I paid
$83,107,547 as a return of capital to its parent, Entergy Power
Generation Corporation.
During the quarter, DeSoto County Generating Company LLC
paid $36,161 as a return of capital to its parent, Entergy Power
DeSoto County Ventures, Inc.
During the quarter, Entergy Power DeSoto County Ventures,
Inc. paid $5,500,000 as a dividend to its parent, Entergy Power
Generation Corporation.
During the quarter, EWO GP Ltd. paid $60,780 as a
distribution out of capital to its parent, EWO Marketing Holding
LLC.
During the quarter, EWO Marketing LP paid $6,078,000 as a
distribution out of capital to its parent, EWO Marketing Holding
LLC.
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 December 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-Reg Companies (to the extent reportable herein) to or for
the benefit of Non-Reg Companies was $488,299,870, excluding
Guarantees previously issued and outstanding under the June 1999
Order in the amount of $32,505,000.
X. Financial Statements
Entergy Corporation's unaudited Balance Sheet and Income
Statement for the year ended December 31, 2001 are included in
Exhibit 2.
IN WITNESS WHEREOF, the undersigned company has caused
this certificate to be executed on this 1st day of March
2002.
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.