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, 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 Power Generation Corporation, Entergy International Ltd.
LLC, Entergy Power Asia Ltd., EP Edegel, Inc., 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 Supply 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 ($252,974) 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 ($112,862), ETC
($296,550), Entergy Holdings, Inc. ($49,133), Entergy Thermal LLC
($89,584), Entergy Business Solutions, LLC ($5,576), EPDC
($446,080), Entergy Power Generation Corporation ($413), Entergy
International Ltd. LLC ($721,779), Entergy Global Investments,
Inc. ($34,852), Entergy MHK Retail, LLC ($49,540), Entergy UK
Enterprises Ltd. ($589,857), Entergy Operations Services, Inc.
($93,333), Entergy Procurement Exchange Corporation ($8,501),
Entergy Solutions Management Services LLC ($119,569), Entergy
Solutions Select Ltd. ($960,952), Entergy Solutions Essentials
Ltd. ($6,696), Entergy Commerce, Inc. ($9,588), Entergy Power
Asia Ltd., ($2,070), EP Edegel, Inc. ($32,073), Entergy Power
Operations Corporation ($182,193), Entergy Power Operations U.S.,
Inc. ($188,580), EWO Wind II LLC ($223,757), Entergy Power Crete
Corporation ($164,501), Entergy Solutions Ltd ($703,577), Entergy
Solutions Supply Ltd. ($313), Entergy Power RS Corp. ($109,484),
EWO Marketing, LP ($189,927), Entergy-Koch Trading Ltd.
($435,274), Entergy Power Ventures LP, ($18,605), Entergy Power
E&C Holdings, LLC ($184,453), Warren Power, LLC ($68,340),
Entergy Power Gas Operations Corp. ($69,604 credit), ENGC
($1,276,603), Entergy Nuclear Indian Point 3 LLC ($1,468,390),
Entergy Nuclear FitzPatrick LLC ($1,259,484), Entergy Nuclear
Indian Point 2 LLC ($1,362,369), TLG Services, Inc. ($57,114),
ENI ($1,513,774), and Entergy Nuclear Operations, Inc. ($6,985),
these services were primarily related to management oversight,
administrative services, support services, and/or project
development.
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 a $6,442 credit and a
$15,033 credit, 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 $7,046 and
$134,586,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 $15,607 credit and
$495,709,respectively.
During the quarter, Entergy Retail Texas, Inc. provided
management/administrative and consulting services to Entergy
Solutions Ltd. and Entergy Solutions Select, Ltd. The amounts
billed, at cost, during this quarter were a $45,257 credit and a
$6,783 credit, 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 $14,688
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
At March 31, 2002, Entergy Power Development Corporation had
outstanding unsecured loans to Entergy Power Castelnou S.L.,
Entergy Power Development Espana S.L., Entergy Power Holding
Espana S.L., Entergy Power Projects Italia S.R.L, and Entergy
Power Projects Espana S.L. for the purpose of meeting its
expenses related to development activities.
During the quarter, Entergy International Holdings Ltd. LLC
issued a non-interest bearing unsecured promissory note with a
maturity date of March 5, 2007 to Entergy Power Damhead Finco,
LLC to evidence a borrowing in the amount of $749,000 for the
purpose of meeting its expenses and to repay loans.
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 Indian Point Peaking Facility, LLC, which was formed on
December 11, 2001 to develop a fossil-fired generating facility
in the Northeast, which would qualify as an EWG; Entergy Power
Castelnou S.L., Entergy Power Development Espana S.L., Entergy
Power Holding Espana S.L., Entergy Power Projects Italia S.R.L,
and Entergy Power Projects Espana S.L., which were formed to
develop power projects in Europe that would qualify as FUCOs; and
Gulf Pines Pipeline Company LP and GS Pipeline Company LP, which
were formed to develop a proposed expansion to the Gulf South
Pipeline system. These companies were minimally capitalized
during the quarter.
Also, during the quarter, Entergy Power Gas Holdings
Corporation and Entergy Power Gas Operations Corporation changed
its status to a `New Subsidiary' from `an energy-related
company'.
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 $691,837 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 $50,636,
consisting of market-based fees and reimbursable expenses. In
addition, during the quarter, ENI billed TLG, at cost, $318,601
for O&M Services, including professional advice, and technical
support primarily related to the decommissioning of nuclear
facilities.
During the quarter, Entergy Nuclear Operations, Inc. (ENOI)
billed, at cost, ENI ($3,067,972), TLG ($359,042), ENGC
($20,115,230), IP3 ($28,022,372), JAF ($26,949,748) and IP2
($26,940,376) 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, engineering, ground testing, procurement and
construction services on transmission and substation facilities.
The total amounts billed for all such services during the quarter
were $4,510,397 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 $68,888.
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,
to Warren Power, LLC relating to long-term operations and
maintenance, and administrative support, to Entergy Power
Ventures LP relating to administrative support, and to Entergy
Enterprises, Inc. relating to administrative support, for which
said companies were billed $1,090, $400,977, $7,863 and $2,310,
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 International Holdings Ltd. LLC
distributed to Entergy Corporation $1,549,000 out of surplus.
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 March 31, 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 $705,693,514, excluding
Guarantees previously issued and outstanding under the June 1999
Order in the amount of $32,183,527.
X. Financial Statements
Entergy Corporation and Subsidiaries' Consolidated unaudited
Balance Sheet and Income Statement for the quarter ended March
31, 2002 are included in Exhibit 2.
IN WITNESS WHEREOF, the Undersigned Company has caused
this certificate to be executed on this 30th day of May
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.