UNITED STATES OF AMERICA
BEFORE THE SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
* * * * * * * * * * * * * * * * *
In the Matter of *
*
ENTERGY CORPORATION et al. * CERTIFICATE
* PURSUANT TO RULE 24
*
File No. 70-9123 *
*
(Public Utility Holding Company *
Act of 1935) *
* * * * * * * * * * * * * * * * *
Pursuant to Rule 24 promulgated by the Securities and
Exchange Commission (SEC) under the Public Utility Holding
Company Act of 1935, as amended (Act), modified by the
application - declaration, as amended, in the above referenced
file and the related order dated June 22, 1999 (June 1999 Order),
this is to certify that the following transactions were carried
out during the three (3) months ended September 30, 1999 by
Entergy Corporation's non-utility companies<FN1> (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.
Authorized Transactions
Pursuant to the June 1999 Order,(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 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
(Excluded Companies<FN2>), (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 Nonutility 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, and (h) the Non-Reg Companies are
authorized to pay dividends to their immediate parent companies
from capital accounts or other unearned surplus.
During the quarter, the Non-Reg Companies participated in
the following:
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 Power Edesur Holding Ltd., Entergy
Technology Holding Company (ETHC), Entergy Technology Company
(ETC), Entergy Business Solutions LLC, Entergy Thermal LLC,
Entergy Power Development Corporation, Entergy International
Holdings, Ltd., LLC, Entergy Pakistan, Ltd., EP Edegel, Inc.,
Entergy Power Chile, Inc., Entergy do Brasil Ltd., Entergy
Operations Services Inc., Entergy Power Operations Corp., Entergy
Power International Holdings Corporation, Entergy Power Asia,
Ltd., Entergy Nuclear Generation Corporation, Entergy Trading and
Marketing Ltd. and Entergy Nuclear, Inc. Enterprises' billings
to all such associate companies included direct costs incurred
plus an indirect loading based upon current month administrative
charges.
Enterprises billed, at cost, EPI ($631,231) for services
related to the marketing of EPI capacity and energy to other
utilities 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. ($5,456,043) and Entergy Trading
and Marketing Ltd. ($197,557) these services related to the
marketing of energy commodities to third parties at wholesale,
preparation of contracts and regulatory filings and procurement
of transmission services. In regard to Entergy Holdings, Inc.
($145,794) these were primarily administrative services. In
regard to Entergy Business Solutions LLC ($78,762), Entergy
Thermal LLC ($54,304), Entergy Power Edesur Holding, Ltd.
($18,735), ETHC ($613,592), ETC ($982,407), Entergy Power
Development Corp. ($5,817,527), Entergy International Holdings,
Ltd.LLC ($490,318), Entergy Pakistan Ltd.($41,981), EP Edegel,
Inc. ($284,640), Entergy Power Chile, Inc. ($13,670), Entergy do
Brasil Ltd. ($11,521 credit), Entergy Power Operations
Corporation ($252,483), Entergy Power International Holdings
Corp. ($717,150), Entergy Nuclear Generation Corp. ($1,634,190),
Entergy Power Asia, Ltd ($604,101),Entergy Operations Services
Inc. ($428,450), and Entergy Nuclear, Inc. ($682,446), these
services were primarily related to management oversight and
project development.
Also during the quarter, ENI provided management oversight
and consulting services to Entergy Nuclear Generation Corp. at
cost ($898,236).
During the quarter, EOSI provided management services to
Entergy Thermal LLC. The amount billed, at cost, in the third
quarter was $38,181.
During the quarter, Entergy Holdings, Inc. provided
management services to Entergy Business Solutions LLC. The
amount billed, at cost, in the third quarter was $111,608.
II. Consulting Services Provided to Non-Associate Companies
Enterprises, under contract with a hydroelectric
partnership, continues to provide an array of technical
services/support for a hydroelectric transmission line project.
Certain Entergy Services, Inc. personnel are providing the
services. The partnership was charged $12,600 for services
rendered during this quarter.
During the quarter, no other consulting services were
provided by Non-Reg Companies to non-associate companies.
III. Nonutility Loans Made by Entergy to Non-Reg Companies, or
Between Non-Reg Companies
During the quarter, no Nonutility Loans subject to reporting
in this Certificate were made by Entergy to Non-Reg Companies,
nor were any such loans made between Non-Reg Companies.
IV. Other Securities Issuances by Non-Reg Companies
During the quarter, no Other Securities were issued by Non-
Reg Companies.
V. Formation and Capitalization of New Subsidiaries and O&M
Subs
During the quarter, no amounts were expended to form and
capitalize any New Subsidiaries or O&M Subs.
VI. Nature and Extent of O&M Services Provided
During the quarter, Entergy's subsidiary, Entergy Nuclear,
Inc. (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 at cost for
all services provided. ENI also provided consulting services to
a large utility company. The total amount billed by ENI for such
services during the quarter was $2,694,983.
In addition, during the quarter, Entergy's subsidiary,
Entergy Operations Services, Inc. (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 preventive
maintenance on substations; replacement of watt-var transducers
and damaged equipment; completion of a planning and estimating
project for a potential new power plant; replacement of 230kv
arrestors and removed 230kv transformer switch; performed a
corona scope; and adjusted interphase piping on 230kv disconnect
switch. Also, EOSI provided services to non-associate utilities
located in Louisiana related to the installation of 15kv feeder
breakers. The total amounts billed for services in the third
quarter were $245,483 consisting, in each case, of market-based
fees and reimbursable expenses.
Entergy represents that no Excluded 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 Excluded Company to its
customers.
VII. Payment of Dividends By Non-Reg Companies
During the quarter, no dividends subject to reporting in
this Certificate were paid by Non-Reg Companies.
VIII. Reorganizations
No reorganizations of Entergy's ownership interests in Non-
Reg Companies subject to reporting in this Certificate were
effected during the quarter.
The current Entergy Non-Reg Companies' organizational
structure as of September 30, 1999 is included in Exhibit 1.
IX. Financial Statements
Entergy Corporation's unaudited Balance Sheet and Income
Statement for the nine (9) months ended September 30, 1999 are
included in Exhibit 2.
<PAGE>
IN WITNESS WHEREOF, the undersigned company has caused
this certificate to be executed on this 23rd day of November
1999.
ENTERGY CORPORATION
By: /s/ Nathan E. Langston
Nathan E. Langston
Vice President and Chief Accounting Officer
_______________________________
<FN1> Non-utilities are defined 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".
<FN2> The Excluded 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.
EXHIBIT 1 page 1 of 3
ENTERGY CORPORATION'S ORGANIZATION OF NON-REG COMPANIES
As of September 30, 1999
Entergy Corporation
Entergy Enterprises, Inc. (LA) (100%) (SEC Order)
Entergy Operations Services, Inc. (14%) (SEC Order)
Entergy Operations Services, Inc. (86%) (SEC Order)
Entergy Power Generation Corp. (DE) (100%) (EWG)
Entergy Power Marketing Corp. (DE) (100%) (Rule 58)
Entergy Holdings Inc. (100%) (Rule 58)
Entergy Business Solutions LLC (100%)( Rule 58)
Entergy Thermal LLC (100%)( Rule 58)
Entergy Nuclear, Inc. (100%) (SEC Order)
Entergy Nuclear Holding Co. No. 1 (100%) (EWG)
Entergy Nuclear Generation Corporation (DE) (100%) (EWG)
Entergy Technology Holding Company (100%) (ETC)
Entergy Technology Company (100%) (ETC)
Entergy Wireless, Inc. (100%) (ETC)
Entergy International Holdings Ltd., LLC (DE) (100%) (FUCO)
Entergy International Ltd., LLC (100%) (FUCO)
Entergy Power Edesur Holding, Ltd., LLC (100%) (FUCO)
Entergy International Investment No. 2 LLC (100%)
Entergy UK Holdings, Ltd (100%)
Entergy UK Ltd (100%)
Entergy UK Enterprises Ltd (100%) (FUCO)
EPG Cayman Holding 1 (100%)
Entergy AUS DB Lending Co. PTY, LTD (100%)
Entergy US Debt Co 1 (100%)
Entergy AUS Debt 1 (100%)
Ent AUS DB 1 PTD LTD (1%)
Ent Aus DB 1A (100%) (FUCO)
EPG Cayman Holding 2 (100%)
Entergy US Debt Co. 4 (100%)
Entergy US Debt Co. 3(100%)
Entergy US Debt Co. 2 (.5%)
Entergy US Debt Co. 2 (99.5%)
Entergy US Debt Sub Co. (100%)
Entergy AUS Debt 2 (100%)
ENT AUS DB 1 PTY LTD (99%)
ENT AUS DB 1A (100%) (FUCO)
Entergy Power Development Corporation (DE) (100%) (FUCO)
Entergy Power Operations Pakistan LDC (Cayman) (5%) (FUCO)
Entergy Global Trading Holdings, Ltd. (Cayman) (100%)
EGT Holding, Ltd. (Cayman) (100%)
Entergy Trading & Marketing Ltd. (United
Kingdom) (100%)
Entergy Australia Generation Holdings, Ltd. (Cayman)
(100%) (FUCO)
Entergy Australia Generation, Ltd. (Cayman) (100%) (FUCO)
Entergy Wandoan Generation Pty., Ltd.
(Australia) (100%) (FUCO)
<PAGE>
EXHIBIT 1 page 2 of 3
ENTERGY CORPORATION'S ORGANIZATION OF NON-REG COMPANIES
As of September 30, 1999
Entergy Tarong Coal Generation Pty., Ltd.
(Australia) (100%) (FUCO)
Entergy Pakistan, Ltd. (DE) (100%) (FUCO)
Hub Power Co., Ltd. (Pakistan) (<5%) (FUCO)
Entergy Power Liberty, Ltd. (Mauritius) (100%) (FUCO)
Entergy Power Asia, Ltd. (Cayman) (100%) (EWG)
Entergy Power Saltend Holding, Ltd. (Cayman) (100%) (FUCO)
Entergy Power Saltend, Ltd. (Cayman) (100%) (FUCO)
Saltend Cogeneration Company, Ltd. (United
Kingdom) (100%) (FUCO)
Entergy Power Europe Holding, Ltd.
(Cayman) (100%) (FUCO)
Entergy Power Damhead Creek Holding 1, Ltd. (Cayman)
(100%) (FUCO)
Entergy Power Damhead Creek Holding II, Ltd.
(Cayman) (99.99%) (FUCO)
Entergy Power Damhead Creek Holding III, Ltd.
(Cayman) (100%) (FUCO)
Damhead Creek Holding, Ltd.
(United Kingdom) (100%) (FUCO)
Damhead Creek, Ltd. (United Kingdom) (100%) (FUCO)
Damhead Creek Finance, Ltd. (Cayman) (100%) (FUCO)
Entergy Power Damhead Finco., L.L.C. (Delaware) (99%) (FUCO)
Entergy Power Damhead Finco. 1 (Cayman) (100%) (FUCO)
Damhead Finance LDC (Cayman) (fka Entergy
Power Damhead Cayman 1 LDC) (1%) (FUCO)
Damhead Finance (Netherlands
Antiles) N.V. (99%) (FUCO)
Damhead Finance (Netherlands) B.V. (99%) (FUCO)
Damhead Finance (Netherlands Antiles) N.V. (1%) (FUCO)
Damhead Finance (Netherlands) B.V. (1%) (FUCO)
Entergy Power Damhead Finco. 2 (Cayman) (100%) (FUCO)
Damhead Finance LDC (Cayman) (fka Entergy
Power Damhead Cayman 1 LDC) (99%) (FUCO)
Damhead Finance (Netherlands
Antiles) N.V. (99%) (FUCO)
Damhead Finance (Netherlands) B.V. (99%) (FUCO)
Entergy S.A. (Argentina) (100%) (FUCO)
Central Costanera S.A. (Argentina) (6%) (FUCO)
Central Thermoelectric Buenos Aires, S.A.
(Argentina) (3%) (FUCO)
Entergy Power CBA Holding, Ltd. (Bermuda) (100%) (FUCO)
Central Thermoelectric Buenos Aires, S.A.
(Argentina) (Indirect 7.8%) (FUCO)
Entergy Power Chile, Inc. (Delaware) (100%) (FUCO)
Entergy Power Chile, S.A. (Chile) (100%) (FUCO)
<PAGE>
EXHIBIT 1 page 3 of 3
ENTERGY CORPORATION'S ORGANIZATION OF NON-REG COMPANIES
As of September 30, 1999
Inversiones Electricas Quillota S.A. (Chile)
(50%) (FUCO)
Compania Electrica San Isidro
S.A. (Chile) (50%) (FUCO)
EP Edegel, Inc. (Delaware) (100%) (FUCO)
Entergy Power Peru S.A. (Peru) (100%) (FUCO)
Generandes Peru S.A. (Peru) (33%) (FUCO)
Edegel S.A. (Peru) (60%) (FUCO)
Entergy Power BJE Holding, Ltd (100%)
Bon Jardim Energetica LTDA (Brazil) (99.99%)
Entergy do Brasil LTDA (99.99%)
Entergy Power BJE, Ltd (100%)
Bon Jardim Energetica LTDA (Brazil) (.01%)
Entergy do Brasil LTDA (.01%)
EXHIBIT 2 page 1 of 5
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
ASSETS
September 30, 1999
(Unaudited)
(In Thousands)
CURRENT ASSETS
Cash and cash equivalents:
Cash $152,081
Temporary cash investments - at cost,
which approximates market 1,090,317
Special deposits 102,000
-------------
Total cash and cash equivalents 1,344,398
-------------
Other temporary investments - at cost,
which approximates market 468,653
Notes receivable 2,262
Accounts receivable:
Customer 429,791
Allowance for doubtful accounts (9,194)
Other 360,172
Accrued unbilled revenues 346,120
-------------
Total receivables 1,126,889
-------------
Deferred fuel costs 338,187
Fuel inventory - at average cost 118,157
Materials and supplies - at average cost 392,030
Rate deferrals 33,500
Deferred nuclear refueling outage costs 41,336
Prepayments and other 87,397
-------------
TOTAL 3,952,809
-------------
OTHER PROPERTY AND INVESTMENTS
Investment in subsidiary companies - at equity 214
Decommissioning trust funds 1,248,780
Non-utility property-at cost(less accumulated depreciation) 216,969
Non-regulated investments 262,633
Other - at cost (less accumulated depreciation) 16,491
-------------
TOTAL 1,745,087
-------------
UTILITY PLANT
Electric 23,170,302
Plant acquisition adjustment 410,996
Property under capital lease 777,459
Natural gas 188,162
Steam products -
Construction work in progress 1,140,618
Nuclear fuel under capital lease 307,402
Nuclear fuel 88,223
-------------
TOTAL UTILITY PLANT 26,083,162
Less - accumulated depreciation and amortization (10,803,794)
-------------
UTILITY PLANT - NET 15,279,368
-------------
DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
Rate deferrals 21,199
SFAS 109 regulatory asset - net 1,102,862
Unamortized loss on reacquired debt 198,699
Other regulatory assets 600,401
Long-term receivables 32,876
Other 464,525
-------------
TOTAL 2,420,562
-------------
TOTAL ASSETS $23,397,826
=============
EXHIBIT 2 page 2 of 5
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
LIABILITIES AND SHAREHOLDERS' EQUITY
September 30, 1999
(Unaudited)
(In Thousands)
CURRENT LIABILITIES
Currently maturing long-term debt $316,735
Notes payable 665
Accounts payable 757,743
Customer deposits 153,897
Taxes accrued 675,102
Accumulated deferred income taxes 97,926
Nuclear refueling outage costs 5,700
Interest accrued 145,567
Co-owner advances 14,305
Obligations under capital leases 175,964
Other 81,214
-------------
TOTAL 2,424,818
-------------
DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes 3,319,890
Accumulated deferred investment tax credits 524,351
Obligations under capital leases 232,944
FERC settlement - refund obligation 38,861
Other regulatory liabilities 196,760
Decommissioning 594,651
Transition to competition 95,856
Regulatory reserves 354,620
Accumulated provisions 262,707
Other 742,557
-------------
TOTAL 6,363,197
-------------
Long-term debt 6,504,287
Preferred stock with sinking fund 89,650
Preference stock 150,000
Company-obligated mandatorily redeemable
preferred securities of subsidiary trusts holding
solely junior subordinated deferrable debentures 215,000
SHAREHOLDERS' EQUITY
Preferred stock without sinking fund 338,454
Common stock, $.01 par value, authorized 500,000,000
shares; issued 247,016,020 shares in 1999 2,470
Paid-in capital 4,634,412
Retained earnings 2,852,718
Accumulated other comprehensive loss, net of tax:
Cumulative foreign currency translation adjustment (64,691)
Less - treasury stock, at cost (3,721,974 shares in 1999) 112,489
-------------
TOTAL 7,650,874
-------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $23,397,826
=============
<PAGE>
EXHIBIT 2 page 3 of 5
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
For the Nine Months Ended September 30, 1999
(Unaudited)
(In Thousands)
OPERATING REVENUES
Domestic electric $4,871,232
Natural gas 78,321
Steam products 15,550
Competitive businesses 2,055,758
-------------
TOTAL 7,020,861
-------------
OPERATING EXPENSES
Operating and Maintenance:
Fuel, fuel related expenses, and
gas purchased for resale 1,478,055
Purchased power 2,190,481
Nuclear refueling outage expenses 56,414
Other operation and maintenance 1,181,559
Decommissioning 35,004
Taxes other than income taxes 259,149
Depreciation and amortization 523,165
Other regulatory charges - net 10,033
Amortization of rate deferrals 107,902
-------------
TOTAL 5,841,762
-------------
OPERATING INCOME 1,179,099
-------------
OTHER INCOME (DEDUCTIONS)
Allowance for equity funds used during construction 20,636
Gain (loss) on sale of assets - net 61,888
Miscellaneous - net 74,975
-------------
TOTAL 157,499
-------------
INTEREST AND OTHER CHARGES
Interest on long-term debt 359,310
Other interest - net 58,404
Distributions on preferred securities of subsidiaries 14,128
Allowance for borrowed funds used during construction (16,469)
-------------
TOTAL 415,373
-------------
INCOME BEFORE INCOME TAXES 921,225
Income taxes 342,403
-------------
CONSOLIDATED NET INCOME 578,822
Preferred dividend requirements of subsidiaries and others 30,645
-------------
EARNINGS APPLICABLE TO
COMMON STOCK $548,177
=============
Earnings per average common share:
Basic and diluted $2.22
Dividends declared per common share $0.90
Average number of common shares outstanding:
Basic 246,541,754
Diluted 247,095,210
<PAGE>
EXHIBIT 2 page 4 of 5
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
For The Nine Months Ended September 30, 1999
(Unaudited)
(In Thousands)
OPERATING ACTIVITIES
Consolidated net income $578,822
Noncash items included in net income:
Amortization of rate deferrals 107,902
Reserve for regulatory adjustments (13,156)
Other regulatory charges 10,033
Depreciation, amortization, and decommissioning 558,169
Deferred income taxes and investment tax credits (180,764)
Allowance for equity funds used during construction (20,636)
(Gain) loss on sale of assets (61,888)
Changes in working capital (Net of effects from dispositions):
Receivables (383,339)
Fuel inventory (28,551)
Accounts payable 244,784
Taxes accrued 391,609
Interest accrued (39,348)
Deferred fuel (169,347)
Other working capital accounts 1,121
Decommissioning trust contributions and realized
change in trust assets (45,847)
Provision for estimated losses and reserves (31,995)
Changes in other regulatory assets (33,766)
Other 79,082
---------
Net cash flow provided by operating activities 962,885
---------
INVESTING ACTIVITIES
Construction/capital expenditures (792,348)
Allowance for equity funds used during construction 20,636
Nuclear fuel purchases (114,764)
Proceeds from sale/leaseback of nuclear fuel 108,938
Proceeds from sale of businesses 351,082
Investment in other nonregulated/nonutility properties (80,864)
Proceeds from notes receivable 956,356
Purchase of other temporary investments (468,653)
Other 7,908
--------
Net cash flow used in investing activities (11,709)
--------
<PAGE>
EXHIBIT 2 page 5 of 5
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
For The Nine Months Ended September 30, 1999
(Unaudited)
(In Thousands)
FINANCING ACTIVITIES
Proceeds from the issuance of:
First mortgage bonds 74,679
G&R mortgage bonds 124,192
Other long-term debt 585,051
Common stock 13,390
Retirement of:
First mortgage bonds (345,887)
G&R mortgage bonds (132,413)
Other long-term debt (369,625)
Repurchase of common stock (129,160)
Redemption of preferred stock (77,958)
Changes in short-term borrowings - net (285,500)
Dividends paid:
Preferred stock (31,340)
Common stock (218,042)
----------
Net cash flow used in financing activities (792,613)
----------
Effect of exchange rates on cash and cash equivalents 1,340
----------
Net increase (decrease) in cash and cash equivalents 159,903
Cash and cash equivalents at beginning of period 1,184,495
----------
Cash and cash equivalents at end of period $1,344,398
==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized $447,054
Income taxes $155,426
Noncash investing and financing activities:
Change in unrealized appreciation/(depreciation) of
decommissioning trust assets $22,916
<PAGE>
