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 December 31, 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 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 Technology Holding Company (ETHC),
Entergy Technology Company (ETC), Entergy Thermal LLC, Entergy
Power Development Corporation, Entergy International Holdings Ltd
LLC, Entergy Pakistan, Ltd., EP Edegel, Inc., Entergy Power
Chile, Inc., Entergy Power Operations Corp., Entergy Power Asia,
Ltd., and Entergy Trading and Marketing Ltd. 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 ($207,789) 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. ($5,199,573) and Entergy Trading
and Marketing Ltd. ($90,301) 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
Entergy Thermal LLC ($176,833.82), ETHC ($165,561), ETC
($119,317), Entergy Power Development Corp. ($11,646,848),
Entergy International Holdings, Ltd. LLC ($28,727), Entergy
Pakistan Ltd ($517,381), EP Edegel, Inc. ($402,646), Entergy
Power Chile, Inc. ($19,513), Entergy Power Operations Corporation
($423,151), and Entergy Power Asia, Ltd ($432,038 credit) these
services were primarily related to management oversight and/or
project development.
Also during the quarter, ENI provided management oversight
services to Entergy Nuclear Generation Corp. relating to the
operation of the Pilgrim nuclear plant at cost ($13,958).
During the quarter, EOSI provided management and other
administrative services to Entergy Thermal LLC. The amount
billed, at cost, in the fourth quarter was $132,724. Also,
during the quarter EOSI provided estimating services to
Enterprises at cost ($2,700).
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 in the fourth quarter was $2,898 and $17,356,
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 $17,701 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 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 organized Entergy Nuclear New
York Investment Company I and Entergy Nuclear New York Investment
Company II as New Subsidiaries in accordance with the June 1999
Order. Entergy Nuclear New York Investment Company I was
capitalized for $1,000 with the issuance of its common stock.
Entergy Nuclear New York Investment Company II was capitalized
for $1,000 with the issuance of its common stock.
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. ENI also provided consulting services, at
cost, to a non-associate company related to intellectual property
developed and sold by ENI. 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
$4,656,780.
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 performing
preventive maintenance on substations; performing transformer
maintenance; completing a data link between a substation and a
power plant; replacing diode modules in battery charger;
providing oversight expertise during a main transformer
inspection; preparing a due diligence report on return-to-service
units for a electric company; providing analysis and report on
coal plant performance; conducting laser scanning to detect gas
leak; changing-out a transformer for a customer; providing
service to AC transfer switch and substation transformer;
continuing work on a merchant plant substation installation;
continuing work on modification of substation and construction of
transmission line; performing analysis of 230kV design and
construction projects to add line disconnect switches and to
modify/upgrade relaying and DC systems; continuing fabricating
and installing a co-gen tie-in line. The total amounts billed
for all such services in the fourth quarter were $2,591,272
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 Non-Reg Companies
During the quarter, Entergy Wireless, Inc. paid dividends to
its parent, Entergy Technology Holding Company, of $13,333,333
out of contributed capital. Also during the quarter, Entergy
Technology Holding Company paid dividends out of contributed
capital in the amount of $10,000,000 to its parent, Entergy
Corporation.
During the quarter, no other dividends subject to reporting
in this Certificate were paid by Non-Reg Companies.
VIII. Reorganizations
During the quarter Enterprises sold at book value its
remaining 420 shares of common stock in Entergy Operations
Services, Inc. to Entergy Corporation. No other 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 December 31, 1999 is included in Exhibit 1.
IN WITNESS WHEREOF, the undersigned company has caused
this certificate to be executed on this 29th day of February
2000.
ENTERGY CORPORATION
By: /s/ Nathan E. Langston
Nathan E. Langston
Vice President and Chief Accounting Officer
_______________________________
<FN1> Non-utilities are defined as in the June 1999 Order "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.
EXHIBIT 1 page 1 of 3
ENTERGY CORPORATION'S ORGANIZATION OF NON-REG COMPANIES
As of December 31, 1999
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, 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 Nuclear New York Investment Company I (DE)(100%)(a
New subsidiary)
Entergy Nuclear Nine Mile, LLC (DE) (50%)(EWG)
Entergy Nuclear New York Investment Company II
(DE)(100%)(a New subsidiary)
Entergy Nuclear Nine Mile, LLC (DE) (50%)(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)
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)
Entergy Power Operations Corporation (DE)(100%)(FUCO)
Entergy Power Operations Damhead Creek Limited
Partnership(UK)(99%)(FUCO)
<PAGE>
EXHIBIT 1 page 2 of 3
ENTERGY CORPORATION'S ORGANIZATION OF NON-REG COMPANIES
As of December 31, 1999
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)
<PAGE>
EXHIBIT 1 page 3 of 3
ENTERGY CORPORATION'S ORGANIZATION OF NON-REG COMPANIES
As of December 31, 1999
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)
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)
RS Cogen LLC(DE)(50%)
