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, 2000 (the quarter) by Entergy
Corporation's Non-utility Companies (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 Companies), (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 Thermal 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 Generation Corporation (ENGC), and Entergy
Solutions Ltd (formerly Entergy Retail Texas LP-A), Entergy Power
RS Corp., 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 ($377,989) 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. ($7,492,083) and Entergy Trading
and Marketing Ltd. ($28,552), 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 ($19,794), ETC ($44,461), Entergy Holdings,
Inc. ($215), Entergy Thermal LLC ($152,148), Entergy Power
Development Corp. ($3,799,115), Entergy International Ltd LLC
($893), Entergy Pakistan Ltd. ($336,541), Entergy Power Asia
Ltd., ($288,431), EP Edegel, Inc. ($248,466), EWO Holdings Inc.
($190,076), Entergy Power Operations Corporation ($166,766),
Entergy Power International Holdings Corp. ($203,465 credit),
Entergy Solutions Ltd ($32,614), Entergy Power RS Corp.
(326,877), Warren Power, LLC ($159,096), Entergy Power Gas
Operations, Corp, ($190,843) and ENI ($95,173), these services
were primarily related to management oversight and/or project
development. In regard to ENGC ($25,879), Enterprises provided
services related to the marketing of energy to third parties at
wholesale.
During the quarter, ENI provided management oversight
services to ENGC relating to the operation of the Pilgrim nuclear
plant, at cost ($42,266). ENI also provided management support
services, at cost, in the amount of $888,023 to TLG Services,
Inc. (TLG), a subsidiary of ENI that provides nuclear
decommissioning consulting and related services to non-
affiliates. ENI also engaged in project development activities
on behalf of Entergy Nuclear Indian Point 3 LLC (IP3) and Entergy
Nuclear Fitzpatrick LLC (JAF) for which these entities were
billed, at cost, in the amount of $3,491,385 and $3,495,823,
respectively.
During the quarter, Entergy Operations Services, Inc. (EOSI)
provided management support to services EntergyShaw, LLC, at
cost, in the amount of $38,661.
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 $65 and $151, 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 $142,821.
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 $13,860
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 $5,541.
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 Crete Corporation issued a
promissory note to Entergy Power Development Corporation in the
amount of $45,947,966.97 relating to the purchase of four gas-
fired turbine-generator units. This promissory note bears
interest at the rate of 10% and the entire principal amount plus
accrued interest is required to be paid off on December 26, 2005
or earlier upon demand.
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: Latin
America Holding I, Ltd. and Latin America Holding II, Ltd. which
were formed to hold Entergy's investment in certain Latin America
generation projects; EWO Marketing Holding, Inc. which was formed
to hold Entergy's investment in certain energy-related companies;
Entergy Power Crete Corporation, Crete Energy Venture, LLC, and
Crete Turbine Holdings, LLC which were formed to develop, finance
and/or hold Entergy's investments in certain fossil-fueled
generating facilities in the U.S.; Entergy Power Maritza Holding
Inc., Entergy Power Maritza Holding I Ltd, Entergy Power Maritza
Holding II Ltd, Entergy Power Maritza Holding III Ltd, and
Entergy Power Maritza Holding Limited which were formed to
develop and own Entergy's investment in a proposed generation
project in Bulgaria; and Entergy Ventures Holding Company,
Entergy MHK Investments LLC and Entergy Commerce, Inc. which were
formed to develop and hold directly or indirectly Entergy's
investments in an exempt telecommunications company; Entergy
Nuclear Holding Company, Entergy Nuclear Holding Company #3 and
Entergy Nuclear New York Investment Company III, and Entergy
Nuclear IP2 LLC (IP2), which were formed to develop or acquire
and hold directly or indirectly Entergy's investments in nuclear
projects.
During the quarter, certain of the foregoing companies were
minimally capitalized as follows: Latin America Holding I, Ltd.,
Latin America Holding II, Ltd., EWO Marketing Holding, Inc.,
Entergy Power Crete Corporation, Entergy Power Maritza Holding
Inc., Entergy Power Maritza Holding I Ltd, Entergy Power Maritza
Holding II, Ltd., Entergy Power Maritza Holding III, Ltd., and
Entergy Power Maritza Holding Limited, Entergy Nuclear Holding
Company, Entergy Nuclear Holding Company #3, Entergy Nuclear New
York Investment Company III, and Entergy Nuclear IP2 LLC. Also,
Entergy Ventures Holding Company, Entergy MHK Investments LLC and
Entergy Commerce, Inc. were capitalized in the amounts of
$10,501,000, $10,500,000 and $1,000, respectively.
During the quarter, no other amounts were expended to form
and capitalize any New Subsidiaries or O&M Subs.
During the quarter, Entergy Power International Holdings
Corporation changed its status from a FUCO to a New Subsidiary.
VI. Nature and Extent of O&M Services Provided
During the quarter, ENI provided decommissioning management
services to two 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
$3,952,107.
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; 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 $4,576,503.31
consisting, in each case, of market-based fees and reimbursable
expenses.
During the quarter, Entergy Operations Services, Inc. (EOSI)
also provided management, technical and environmental support to
EPGC in respect of its North American peaker projects, at cost in
the amount of $82,439, and EPDC's Saltend and Damhead Creek
projects, at cost, in the amount of $444,460. 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 $600,615.
During the quarter, Entergy Nuclear Operations, Inc. (ENOI)
billed, at cost, ENI ($89,822), TLG ($21), ENGC ($1,791,600), IP3
($7,289,990) and JAF ($6,822,398) 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, EPI paid to Entergy Corporation
$32,668,230 as a return of capital.
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 December 31, 2000 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 $232,320,694,
excluding Guarantees previously issued and outstanding under the
June 22, 1999 Order in the amount of $228,705,000.
X. Financial Statements
Entergy Corporation's unaudited Balance Sheet and Income
Statement for the year ended December 31, 2000 are included in
Exhibit 2.
IN WITNESS WHEREOF, the undersigned company has caused this
certificate to be executed on this 1st day of March 2001.
ENTERGY CORPORATION
/s/ Nathan E. Langston
Nathan E. Langston
Vice President and Chief Accounting Officer
_______________________________
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".
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.