UNITED STATES OF AMERICA
BEFORE THE SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
* * * * * * * * * * * * * * * * *
In the Matter of *
*
ENTERGY CORPORATION * CERTIFICATE
ENTERGY ENTERPRISES, INC. * PURSUANT TO RULE 24
*
File No. 70-7851 *
File No. 70-8002 *
File No. 70-8010 *
File No. 70-8105 *
*
(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(s) - declaration(s), as amended, in the above
referenced files and the related orders dated July 25, 1991,
December 14, 1992(2), December 28, 1992, July 8, 1993, and June
30, 1995, respectively, this is to certify that the following
transactions were carried out during the three (3) months ended
March 31, 1999 by Entergy Enterprises, Inc. (Enterprises)
pursuant to the authorization of the SEC.
Programs Authorized
Pursuant to the Orders, Enterprises is authorized to (a)
conduct preliminary development activities with respect to
various investment opportunities for the Entergy System, (b)
market to non-associates the System's expertise and capabilities
in energy-related areas, including the expertise of Entergy
Power, Inc. (EPI) gained from its bulk power business, (c) market
to non-associates intellectual property developed by System
companies, (d) provide various consulting, management,
administrative and support services to associate companies,
excluding certain associate companies (Excluded Companies<FN1>), (e)
provide directly, or indirectly through one or more special
purpose subsidiary companies of Entergy Corporation (Entergy) or
Enterprises (O&M Subsidiaries), various operations and
maintenance services to non-associate or associate companies, and
(f) develop and field test telecommunications systems for
advanced energy management and other utility applications.
During the quarter, Enterprises participated in the
following:
I. Preliminary Development Activities
During the quarter, Enterprises engaged in preliminary
development activities relating to investigating sites, research,
contract drafting and negotiations, acquiring options or rights,
partnership selection and other activities necessary to identify
and analyze investment opportunities for Entergy. These
development activities included domestic and international
opportunities.
During the quarter, Enterprises expended $322,490 for
preliminary development activities associated with potential
investments that would qualify as "exempt wholesale generators"
under Section 32(a) of the Act. In addition, Enterprises
recorded an expenditure of $2,469,623 for preliminary development
activities associated with potential investments that would
qualify as "foreign utility companies" under Section 33 of the
Act. Enterprises also expended $929,593 for preliminary
development activities associated with potential investments that
would qualify as "non-utility business" and $233,120 for
preliminary development activities related to non-exempt
wholesale generating facilities. Finally, Enterprises expended
$5,341 for preliminary development activities associated with
potential investments in other domestic energy related
businesses.
II. Management Services Provided to Associate Companies
During the quarter, Enterprises provided certain management
and support services, at cost, to its associate companies, EPI,
Entergy Power Marketing Corp., Entergy Power Edesur Holding Ltd.,
Entergy S.A., Entergy Technology Holding Company (ETHC), Entergy
Technology Company (ETC), Entergy Power Development Corporation,
Entergy International Holdings, Ltd., LLC, Entergy Pakistan,
Ltd., EP Edegel, Inc., Entergy Power CBA Holding Ltd., Entergy
Power Chile, Inc., Entergy do Brasil Ltd., Entergy Power
Operations U.S., Inc., Entergy Global Power Operations
Corporation, Entergy Operations Services Inc., Entergy Power
Operations Corp., Entergy Power International Holdings
Corporation, Entergy Power Generation Corporation, Entergy
Nuclear Generation Corporation, Entergy Holdings, Inc. formerly
Entergy Business Solutions, Inc., Entergy Trading and Marketing
Ltd. and Entergy Nuclear, Inc. Enterprises charged these
companies for direct costs incurred plus an indirect loading
based upon current month Enterprises administrative charges. In
regard to EPI ($176,296), these 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. ($4,461,835) and Entergy Trading and Marketing
Ltd. ($731,736) 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 Business Solutions, Inc.
($177,489) these were primarily administrative services. In
regard to Entergy Power Edesur Holding Ltd. ($209,807), ETHC
($885,157), ETC ($380,694), Entergy Power Development Corp.
($138,030), Entergy International Holdings, Ltd., LLC ($820,873),
Entergy Pakistan Ltd. ($54,206), EP Edegel, Inc. ($220,468),
Entergy Power Chile, Inc. ($12,823), Entergy do Brasil Ltd.
($13,647), Entergy Global Power Operations Corporation ($50),
Entergy Power Operations U.S., Inc. ($50), Entergy Power
Operations Corporation ($220,639), Entergy Power International
Holdings Corp. ($1,468,111), Entergy Power Generation Corp.
($331,422), Entergy Nuclear Generation Corp. ($318,005), Entergy
Operations Services Inc. ($133,111), and Entergy Nuclear, Inc.
($319,442), these services were primarily related to management
oversight and project development.
III. Consulting Activities with Non-Associate Companies
Enterprises, under contract with Louisiana Hydroelectric
Ltd. Partnership, continues to provide an array of technical
services/support for a hydro electric transmission line project.
Certain Entergy Services, Inc. personnel are providing the
services. The Louisiana Hydroelectric Ltd. Partnership was
charged $12,600 for services rendered during this quarter.
IV. Development and Field Testing of CCLM/AFS
As previously reported, Enterprises concluded its CCLM
testing program and does not intend to resume testing of CCLM
dedicated systems in the foreseeable future. However, consistent
with Enterprises' authorization to engage in preliminary
development activities, Enterprises continues to investigate
other utility and energy related applications of communications
technologies, including automated meter reading, power outage
reporting and consumer accessible information such as real-time
meter information and bill estimation systems. Amounts expended
by Enterprises in connection with such preliminary development
activities are reported as "non-utility business" related
expenses under Item "1" above.
V. Formation and Capitalization of O&M Subsidiaries
During the quarter, no amounts were expended to form
and capitalize any O&M Subsidiaries.
VI. Nature and Extent of O&M Services Provided
During the quarter, Entergy's subsidiary, Entergy Nuclear,
Inc. (ENI), provided nuclear management services to Maine Yankee
Atomic Power Company (Maine Yankee). On September 30, 1998, a
long-term contract was executed, effective October 1, 1998,
authorizing ENI to continue to provide management services in
respect of the decommissioning of Maine Yankee through 2004, the
end of plant decommissioning. ENI is paid a fixed monthly fee and
certain incentive fees for providing these services and is
reimbursed its actual expenses for labor and related charges at
cost for the services provided. The total amounts billed for
services in the current quarter were $1,088,155 consisting
primarily of Maine Yankee fees and reimbursable expenses.
In addition, during the quarter, Entergy's subsidiary,
Entergy Operations Services, Inc. (EOSI), provided power project
related operation and management services to several customers,
including professional advice, technical expertise and
maintenance services. Specifically, EOSI's services included
preventive maintenance on substations for Conway Corporation;
engineering services for E. Braxton Jenkins; consulting work for
the City of Austin's municipal utility (Austin Energy) on the
nuclear industry; emergency repairs on a transformer for Maverick
Tubes; tested for PCB's on transformer for Folgers Coffee. EOSI
also provided the following: an ongoing load flow and
coordination study for Grace Davison, Inc.; technical services to
test and verify equipment at LA Station for Industrial Specialty
Contractors, Inc.; emergency distribution repairs for Anthony
Timberlands; repaired tapchanger controls on four transformers
for CITGO; repaired two vacuum breakers, two oil circuit
reclosers and provided troubleshooting of DPU relay for the City
of Thayer; and, replacement of vacuum bottle for Air Liquide. The
total amounts billed for services in the first quarter were
$91,843 consisting of market-based fees and reimbursable
expenses.
During the quarter, pursuant to Rule 84(B)(1), EOSI also
provided management expertise and oversight services to Entergy
Holdings, Inc., formerly Entergy Business Solutions, Inc., and to
its wholly owned subsidiary Entergy Thermal LLC related to the
District Energy Project. The amount billed at cost for `loaned'
expertise in the first quarter was $29,932.
Entergy and Enterprises represent that no Excluded Company
has subsidized the operations of Enterprises or any O&M
Subsidiary, and that the rendering of O&M Services by O&M
Subsidiaries is in compliance with the applicable rules,
regulations and orders of the Commission and has not adversely
affected the services provided by any Excluded Company to its
customers.
VII. Financing, Amortization and Financial Statements
Enterprises' unaudited Balance Sheet and Income Statement for the
three month period ended March 31, 1999 are included as Exhibit
1.
IN WITNESS WHEREOF, the undersigned companies have caused
this certificate to be executed on this 14th day of May 1999.
ENTERGY CORPORATION
By:/s/ Nathan E. Langston
Nathan E. Langston
Vice-President and Chief Accounting Officer
ENTERGY ENTERPRISES, INC.
By: /s/ Gary S. Fuqua
Gary S. Fuqua
Vice-President-Finance and Treasurer
_______________________________
<FN1> 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.
ENTERGY ENTERPRISES, INC.
BALANCE SHEET
AS OF MARCH 31, 1999
(UNAUDITED)
ASSETS
PROPERTY
Furniture and Equipment $ 5,072,439.63
Construction in Process 9,085.62
---------------
Total Property 5,081,525.25
INVESTMENTS
Investment in EOSI 311,587.59
---------------
Total Investments 311,587.59
CURRENT & ACCRUED ASSETS
Cash 826,271.70
Working Funds/Travel Advances 471,124.04
Special Deposits 359,467.11
Temporary Cash Investments 19,386,009.10
Accounts Receivable 75,190.21
Accounts Receivable - Associated Companies 12,035,432.90
Notes Receivable 2,255,961.99
Accrued Interest 14,893.10
Prepaid Expenses 486,095.88
Income Taxes Receivable 12,901.22
---------------
Total Current and Accrued Assets 35,923,347.25
DEFERRED DEBITS
Accumulated Deferred Income Tax-Fed & State 16,522,156.84
Miscellaneous Deferred Debits (4,280,570.21)
---------------
Total Deferred Debits 12,241,586.63
---------------
Total Assets $ 53,558,046.72
===============
These are interim financial statements prepared without notes.
<PAGE>
ENTERGY ENTERPRISES, INC.
BALANCE SHEET
AS OF MARCH 31, 1999
(UNAUDITED)
CAPITAL
Common Stock $ 57,400,000.00
Additional Paid-in Capital 20,000,000.00
Miscellaneous Paid-in Capital 163,000,000.00
Retained Earnings (219,376,606.19)
-----------------
Total Capital 21,023,393.81
LIABILITIES
CURRENT & ACCRUED LIABILITIES
Accounts Payable 4,805,690.83
Accounts Payable to Associated Companies 7,958,000.92
Taxes Accrued (5,617,462.49)
Miscellaneous Current & Accrued Liabilities 7,641,087.78
-----------------
Total Current & Accrued Liabilities 14,787,317.04
LONG TERM LIABILITIES
Advances from Associated Company - Entergy Corp. 17,500,000.00
-----------------
Total Long Term Liabilities 17,500,000.00
DEFERRED CREDITS
Other Deferred Credits 247,335.87
-----------------
Total Deferred Credits 247,335.87
-----------------
Total Liabilities 32,534,652.91
-----------------
Total Capital & Liabilities $ 53,558,046.72
=================
These are interim financial statements prepared without notes.
<PAGE>
ENTERGY ENTERPRISES, INC.
INCOME STATEMENT
THREE MONTHS ENDED MARCH 31, 1998
(UNAUDITED)
REVENUE
Services Rendered Non-Associates $ 12,600.00
Services Rendered Associates 10,268,917.62
Interest Income 265,347.97
----------------
Total Revenue 10,546,865.59
EXPENSES
Operation & Maintenance Expense
Operation Expenses 183,368.64
Maintenance Expenses 141,263.38
----------------
Total Operation & Maintenance Expenses 324,632.02
General & Administration Expenses
Salaries, Wages and Benefits 9,414,733.12
Outside Services 9,523,997.86
Rent 904,464.49
Administrative and General (466,098.39)
Active Development Credit (69,875.33)
----------------
Total Administrative and General Expense 19,307,221.75
Taxes Other Than Income 83,515.72
Depreciation and Amortization 468,570.94
Miscellaneous Expenses 8,610.00
----------------
Total Expenses 20,192,550.43
Interest Expense 66,020.18
----------------
Income (Loss) Before Income Taxes (9,711,705.02)
Income Taxes - (Benefit) (3,160,826.18)
Provision for Deferred Income Taxes 16,208.31
----------------
Total Income Taxes (3,144,617.87)
----------------
Net Income (Loss) $ (6,567,087.15)
================
These are interim financial statements prepared without notes.
