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) *
* * * * * * * * * * * * * * * * *
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 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, 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 (EPDC), Entergy International Ltd LLC,
Entergy Pakistan, Ltd., Entergy Power Asia Ltd, EP Edegel, Inc.,
Entergy Power CBA Holding Ltd., EWO Holdings Inc. (formerly
Entergy Power Chile, Inc.), Entergy Power Operations Corp.,
Entergy Power International Holdings Corp., Entergy Nuclear, Inc.
(ENI), Entergy Nuclear Generation Corporation (ENGC), and Entergy
Retail Texas LP-A. 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 ($193,023) 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. ($9,004,061) and Entergy Trading
and Marketing Ltd. ($12,602), 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 ($19,913), ETC ($96,435), Entergy Holdings,
Inc. ($215), Entergy Thermal LLC ($215,923), Entergy Power
Development Corp. ($3,256,649), Entergy International, Ltd LLC
($13,360 credit), Entergy Pakistan Ltd. ($158,376), Entergy Power
Asia Ltd., ($244,075), EP Edegel, Inc. ($145,627), Entergy Power
CBA Holding, Ltd. ($12,356 credit), EWO Holdings Inc. ($161,395),
Entergy Power Operations Corporation ($196,372), Entergy Power
International Holdings Corp. ($250,559), Entergy Retail Texas LP-
A ($11,394), and ENI ($36,618), these services were primarily
related to management oversight and/or project development. In
regard to ENGC, ($55,614), 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 ($45,851). ENI provided management support
services, at cost, in the amount of $47,671 to TLG Services,
Inc., 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 and Entergy Nuclear Fitzpatrick LLC
for which these entities were billed, at cost, in the amount of
$2,022,484 and $2,022,484, respectively.
During the quarter, Entergy Operations Services, Inc. (EOSI)
provided management and technical support to EPDC's Saltend and
Damhead Creek projects, at cost, in the amount of $490,629,and to
Warren Power LLC, a wholly-owned indirect subsidiary of Entergy,
at cost, for $552,475.
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 $151 and $65, 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
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 $30,390.
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, Entergy Global Investments, Inc. loaned
$10,000,000 to Entergy Power Generation Corp. to finance the
acquisition of turbine generator units to be installed at
Entergy's EWG projects.
During the quarter, no Nonutility Loans subject to reporting
in this Certificate were made by Entergy to Non-Reg Companies.
IV. Other Securities Issuances by Non-Reg Companies
During the quarter, ENI issued a note for $1,500,000 to Mr.
Thomas LaGuardia as part of the purchase price settlement for
ENI's acquisition of the capital stock of TLG Services, Inc.
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 Retail Holding Company, which was formed to acquire and
hold Entergy's investment in certain Non-Reg Companies; Entergy
Retail Louisiana LLC-A and Entergy Retail Louisiana LLC-B which
were formed to acquire and hold Entergy's investments in certain
Non-Reg Companies; Entergy Retail Louisiana Management Services
LLC which was formed to provide various management,
administrative and support services, as well as consulting
services, to other Non-Reg Companies; Entergy Retail Texas, Inc.
which was formed to acquire and hold Entergy's investments in
certain Non-Reg Companies; Entergy Retail Texas LP-B which was
formed to provide various management, administrative, and support
services, as well as consulting services, to certain Non-Reg
Companies; Entergy Power E&C Corporation and Entergy Power E&C
Holdings LLC, which were formed to acquire and hold Entergy's
investment in EntergyShaw, L.L.C. (as described below); Entergy
Resources, Inc. which was formed to conduct development
activities with respect to thermal energy investment
opportunities for Entergy; Entergy Nuclear Holding Company #2
which was formed to acquire and hold Entergy's investments in
certain Non-Reg Companies.
During the quarter, certain of the foregoing companies were
capitalized in the following amounts: Entergy Retail Holding
Company for $27,500; Entergy Retail Louisiana LLC-A for $9,000;
Entergy Retail Louisiana LLC-B for $9,000; Entergy Retail
Louisiana Management Services LLC for $1,000; Entergy Retail
Texas, Inc. for $1,000; Entergy Retail Texas LP-B for $1,000;
Entergy Resources, Inc. for $1,000; and Entergy Nuclear Holding
Company #2 for $1,000.
During the quarter, Entergy formed the following companies
as O&M Subs in accordance with the June 1999 Order: EntergyShaw
LLC, a joint venture between Entergy and The Shaw Group, Inc.,
which was formed to provide design, engineering, procurement and
construction management services to affiliated and potentially,
non-affiliated owners of electric power plants worldwide.
Entergy's initial capital investment in EntergyShaw, LLC of
$2,000,000 was made in October 2000. In addition, during the
quarter, Entergy formed Entergy Nuclear Fuels Company (ENF) as an
O&M Sub. ENF was organized to provide fuel procurement and
related management and supervision services to affiliate EWG
owners of nuclear power plants. Entergy's initial capital
investment in ENF during the quarter was $1,000. Also, Entergy
Nuclear Operations, Inc. was formed to provide O&M Services and
Administrative Services for affiliate EWG owners of nuclear power
plants as well as to perform Development Activities with respect
to prospective EWG nuclear power projects. The initial capital
investment in Entergy Nuclear Operations, Inc. during the quarter
was $1,000.
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, 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
$1,903,269.
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; completing work on a
merchant plant substation installation; providing project
management for the installation of a steam turbine; providing
project management for the construction of a 230kV switchyard for
a merchant plant; making modifications to a 69kV and a 15kV
substation; performing transmission line repairs at a power
plant; installation of a 230kV breaker; constructing a substation
and relay design; and starting installation of a 500kV
switchyard. The total amount billed for all such services during
the quarter was $2,794,696 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 Entergy Non-Reg Companies' organizational structure as
of September 30, 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. Financial Statements
Entergy Corporation's unaudited Balance Sheet and Income
Statement for the quarter ended September 30, 2000 are included
in Exhibit 2.
IN WITNESS WHEREOF, the undersigned company has caused
this certificate to be executed on this 28th day of November
2000.
ENTERGY CORPORATION
By:/s/ Nathan E. Langston
Nathan E. Langston
Vice President and Chief Accounting Officer
_______________________________
<FN1> Non-utility Companies 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.
