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 March 31,2000 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 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<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 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, 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 Trading and Marketing Ltd., Entergy
Technology Holding Company (ETHC), Entergy Technology Company
(ETC), Entergy Holdings, Inc., Entergy Thermal LLC, Entergy Power
Development Corporation, Entergy International Holdings Ltd LLC,
Entergy Pakistan, Ltd., EP Edegel, Inc., Entergy Power CBA
Holding Ltd, EWO Holdings Inc. (formerly Entergy Power Chile,
Inc.), Entergy do Brasil Ltd., Entergy Power Operations Corp.,
Entergy Power International Holdings Corp., Entergy Nuclear, Inc.
(ENI) and Entergy Nuclear Generation Corporation (ENGC).
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 ($208,953) 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. ($4,633,945) and Entergy Trading
and Marketing Ltd. ($93,440), 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 ($100,115), ETC ($93,836), Entergy Holdings,
Inc. ($215), Entergy Thermal LLC ($126,110), Entergy Power
Development Corp. ($1,686,432), Entergy International Holdings,
Ltd LLC ($27,150), Entergy Pakistan Ltd. ($63,129), EP Edegel,
Inc. ($101,390), Entergy Power CBA Holding, Ltd. ($19,266), EWO
Holdings Inc. ($5,492), Entergy do Brasil Ltd. ($3,931 credit),
Entergy Power Operations Corporation ($117,707), Entergy Power
International Holdings Corp. ($284,097), and ENI ($56,864), these
services were primarily related to management oversight and/or
project development. In regard to ENGC ($20,939), Enterprises
provided services related to the marketing of energy to third
parties at wholesale.
Also during the quarter, ENI provided management oversight
services to ENGC relating to the operation of the Pilgrim nuclear
plant, at cost ($30,336).
During the quarter, EOSI provided management and other
administrative services to Entergy Thermal LLC. The amount
billed, at cost, during the quarter was $95,865. Also, during
the quarter, EOSI provided technical support to EPDC's Saltend
project at cost for $113,545.
During the quarter, Entergy Holdings, Inc. provided
management/administrative and consulting services to Entergy
Business Solutions LLC and to Entergy Thermal LLC. The amount
billed, at cost, to Entergy Business Solutions and Entergy
Thermal during this quarter was a credit of $2,724 and $26,840,
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.
The partnership was charged $13,860 for services rendered during
this quarter. Also, Enterprises provided services to a third-
party for the marketing of its excess energy capacity to third
parties at wholesale. These services were billed at cost in the
amount of $29,265.
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 subject to reporting
in this Certificate were issued by any 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:
Entergy Global Investments, Inc. which was formed to acquire,
finance, and hold Entergy's investments in certain Non-Reg
Companies; Entergy Power Equipment LP and EAL Power Generation,
LLC, each of which was formed to finance the acquisition of
turbine generator units to be installed at Entergy's non-nuclear
EWG projects. During the quarter, Entergy Global Investments, Inc.,
Entergy Power Equipment LP and EAL Power Generation, LLC were
capitalized in the amounts of $1,000,000, $1,000 and $10,
respectively. During the quarter, no other 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. Also, ENI provided to two non-associate
companies consulting services related to the operation,
maintenance and decommissioning of nuclear generation facilities.
These services were billed at market prices. The total amount
billed by ENI for all such services during the quarter was
$1,460,938.
In addition, during the quarter, Entergy's subsidiary, 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; performing
transformer maintenance; continuing work on a merchant plant
substation installation; continuing work on modification of a
substation and construction of a transmission line; and providing
project management for the installation of a steam turbine. The
total amounts billed for all such services during the quarter
were $1,240,110 consisting, in each case, of market-based fees
and reimbursable expenses.
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, no dividends subject to reporting in
this Certificate were paid by Non-Reg Companies.
VIII. Reorganizations
The current Entergy Non-Reg Companies' organizational
structure as of March 31, 2000 is included in Exhibit 1.
During the quarter, Entergy Power Chile, Inc. changed its
name to EWO Holdings Inc. No reorganizations of Entergy's
ownership interests in Non-Reg Companies subject to reporting in
this Certificate were effected during the quarter.
IX. Financial Statements
Entergy Corporation's unaudited Balance Sheet and Income
Statement for the quarter ended March 31, 2000 are included in
Exhibit 2.
IN WITNESS WHEREOF, the undersigned company has caused
this certificate to be executed on this 25th day of May
2000.
ENTERGY CORPORATION
By: /s/ Nathan E. Langston
Nathan E. Langston
Vice President and Chief Accounting Officer
_______________________________
<FN1> Non-utilities are defined in the June 1999 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".
<FN2> 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.
3
EXHIBIT 1 page 1 of 3
ENTERGY CORPORATION'S ORGANIZATION OF NON-REG COMPANIES
As of March 31, 2000
Entergy Corporation
Entergy Enterprises, Inc. (LA) (100%) (an authorized
subsidiary)
Entergy Operations Services, Inc. (100%) (an O&M subsidiary)
Entergy Power Generation Corp. (DE) (100%) (EWG)
Entergy Power Equipment LP (TX)(100%)(a new subsidiary)
EAL Power Generation, LLC (50%)(a new subsidiary)
Entergy Power, Inc. (DE) (100%) (an authorized subsidiary)
Entergy Power Marketing Corp. (DE) (100%) (an energy-related
company)
Entergy Holdings Inc. (100%) (an energy-related company)
Entergy Business Solutions LLC (100%)(an energy-related
company)
Entergy Thermal LLC (100%)(an energy-related company)
Entergy Nuclear, Inc. (100%) (an O&M subsidiary)
Entergy Nuclear Holding Company #1 (100%) (EWG)
Entergy Nuclear Generation Corporation (DE) (100%) (EWG)
Entergy Technology Holding Company (100%) (ETC)
Entergy Technology Company (100%) (ETC)
Entergy International Holdings Ltd., LLC (DE) (100%) (FUCO)
Entergy International 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)
EWO Holdings Inc. (33%)(DE)(FUCO)
EPG Cayman Holding 1 (100%)
Entergy US Debt Co 1 (100%)
Ent AUS DB 1 PTD LTD (1%)
Entergy Victoria, Inc. (DE)(10,000 shares)
Ent AUS DB 1A (100%) (FUCO)
EPG Cayman Holding 2 (100%)
Entergy US Debt Co. 4 (100%)
Entergy AUS Debt 2 (100%)
Entergy Victoria, Inc. (311,584 shares)
ENT AUS DB 1 PTY LTD (99%)
ENT AUS DB 1A (100%) (FUCO)
Entergy Global Power Operations Corporation (DE)(100%)(an O&M
subsidiary)
Entergy Power Operations U.S., Inc. (DE)(100%)(an O&M
subsidiary)
<PAGE>
EXHIBIT 1 page 2 of 3
ENTERGY CORPORATION'S ORGANIZATION OF NON-REG COMPANIES
As of March 31, 2000
Entergy Power Operations Corporation (DE)(100%)(FUCO)
Entergy Power Operations Damhead Creek Limited
Partnership(UK)(99%)(FUCO)
Entergy Power Operations Damhead Creek
Corporation(DE)(100%)(FUCO)
Entergy Power Operations Damhead Creek Limited
Partnership(UK)(1%)(FUCO)
Entergy Power Operations Holdings Ltd(Cayman)(100%)(FUCO)
Entergy Power Operations UK Limited(UK)(100%)(FUCO)
Entergy Power Operations Pakistan LDC
(Cayman)(95%)(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 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 Investment Holdings Corporation (DE)
(100%)(FUCO)
Entergy Power Damhead Finco., L.L.C.
(Delaware) (1%) (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)
<PAGE>
EXHIBIT 1 page 3 of 3
ENTERGY CORPORATION'S ORGANIZATION OF NON-REG COMPANIES
As of March 31, 2000
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)
EWO Holdings Inc. (Delaware) (67%) (FUCO)
Entergy Power Chile, S.A. (Chile) (100%) (FUCO)
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 Holdings USA Corporation (DE)(100%)(an
energy related company)
Entergy Power RS Corporation (DE)(100%)(an energy
related company)
ENTERGY CORPORATION AND SUBSIDIARIES Exhibit 2
CONSOLIDATED STATEMENT OF INCOME
For the Three Months Ended March 31, 2000
(Unaudited)
(In Thousands)
OPERATING REVENUES
Domestic electric $1,352,896
Natural gas 45,881
Competitive businesses 412,715
----------
TOTAL 1,811,492
----------
OPERATING EXPENSES
Operating and Maintenance:
Fuel, fuel-related expenses, and
gas purchased for resale 497,754
Purchased power 369,544
Nuclear refueling outage expenses 18,557
Other operation and maintenance 377,410
Decommissioning 10,938
Taxes other than income taxes 79,618
Depreciation and amortization 178,276
Other regulatory credits
(14,605)
Amortization of rate deferrals 7,396
----------
TOTAL 1,524,888
----------
OPERATING INCOME 286,604
----------
OTHER INCOME
Allowance for equity funds used
during construction 7695
Gain on sale of assets - net 517
Miscellaneous - net 28,982
----------
TOTAL 37,194
----------
INTEREST AND OTHER CHARGES
Interest on long-term debt 113,659
Other interest - net 20,283
Distributions on preferred
securities of subsidiaries 4,709
Allowance for borrowed funds used
during construction (6,088)
----------
TOTAL 132,563
----------
INCOME BEFORE INCOME TAXES 191,235
Income taxes 82,825
----------
CONSOLIDATED NET INCOME 108,410
Preferred dividend requirements and
other 9,550
----------
EARNINGS APPLICABLE TO
COMMON STOCK $98,860
==========
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET Exhibit 2
ASSETS
March 31, 2000
(Unaudited)
(In Thousands)
CURRENT ASSETS
Cash and cash equivalents:
Cash $113,365
Temporary cash investments - at cost,
which approximates market 1,566,629
Special deposits 6,102
------------
Total cash and cash equivalents 1,686,096
------------
Notes receivable 3,635
Accounts receivable:
Customer 257,729
Allowance for doubtful accounts (9,507)
Other 234,947
Accrued unbilled revenues 274,202
-----------
Total receivables 757,371
------------
Deferred fuel costs 208,035
Fuel inventory - at average cost 117,633
Materials and supplies - at average cost 393,726
Rate deferrals 27,450
Deferred nuclear refueling outage costs 47,180
Prepayments and other 91,248
------------
TOTAL 3,332,374
OTHER PROPERTY AND INVESTMENTS
Investment in subsidiary companies - at equity 214
Decommissioning trust funds 1,247,408
Non-utility property - at cost (less accumulated
depreciation) 321,984
Non-regulated investments 246,240
Other - at cost (less accumulated depreciation) 17,480
------------
TOTAL 1,833,326
------------
UTILITY PLANT
Electric 23,237,556
Plant acquisition adjustment 402,863
Property under capital lease 774,184
Natural gas 187,632
Construction work in progress 1,769,202
Nuclear fuel under capital lease 268,220
Nuclear fuel 110,910
------------
TOTAL UTILITY PLANT 26,750,567
Less - accumulated depreciation and amortization 11,080,253
------------
UTILITY PLANT - NET 15,670,314
------------
DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
Rate deferrals 12,130
SFAS 109 regulatory asset - net 1,044,438
Unamortized loss on reacquired debt 197,092
Other regulatory assets 665,179
Long-term receivables 31,625
Other 575,749
------------
TOTAL 2,526,213
------------
TOTAL ASSETS $23,362,227
============
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
ASSETS
March 31, 2000
(Unaudited)
(In Thousands)
CURRENT LIABILITIES
Currently maturing long-term debt $175,408
Notes payable 350,716
Accounts payable 591,132
Customer deposits 166,931
Taxes accrued 495,418
Accumulated deferred income taxes 59,853
Nuclear refueling outage costs 9,246
Interest accrued 102,687
Co-owner advances 3,420
Obligations under capital leases 176,530
Other 155,292
------------
TOTAL 2,286,633
------------
DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes 3,276,922
Accumulated deferred investment tax credits 513,009
Obligations under capital leases 184,751
FERC settlement - refund obligation 35,765
Other regulatory liabilities 200,607
Decommissioning 714,529
Transition to competition 164,486
Regulatory reserves 398,195
Accumulated provisions 279,192
Other 655,277
------------
TOTAL 6,422,733
------------
Long-term debt 6,885,702
Preferred stock with sinking fund 69,650
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 335,961
Common stock, $.01 par value, authorized 500,000,000
shares; issued 247,172,239 shares in 2000 2,472
Paid-in capital 4,636,474
Retained earnings 2,814,499
Accumulated other comprehensive loss:
Cumulative foreign currency translation adjustment (69,489)
Net unrealized investment losses (9,958)
Less - treasury stock, at cost (14,962,294 shares in 2000) 377,450
------------
TOTAL 7,332,509
------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $23,362,227
============
*Totals may not foot due to rounding.
