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 *
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(Public Utility Holding Company *
Act of 1935) *
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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 orders dated June 22, 1999 (June 1999 Order) and
August 21, 2000 (the August 2000 Order), this is to certify that
the following transactions were carried out during the three (3)
months ended September 30, 2002 (the quarter) by Entergy
Corporation's Non-utility Companies1 (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 and/or the August 2000 Order.
Authorized Transactions
Pursuant to the June 1999 Order or the August 2000 Order, as
applicable, (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 Companies2), (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, (h) the Non-Reg Companies are
authorized to pay dividends to their immediate parent companies
from capital accounts or other unearned surplus, and (i) Entergy
and the Non-Reg Companies are authorized to provide guarantees or
other forms of credit support (Guarantees) to or for the benefit
of Non-Reg Companies through December 31, 2005, in an aggregate
principal amount not to exceed $2 billion at any one time
outstanding (excluding any Guarantees previously issued and
outstanding under the June 1999 Order.)
During the quarter, Entergy and the Non-Reg Companies
participated in the following authorized transactions:
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
Technology Holding Company (ETHC), Entergy Technology Company
(ETC), Entergy Holdings, Inc., Entergy Business Solutions LLC,
Entergy Thermal LLC, Entergy Global Investments, Inc., Entergy UK
Enterprises Ltd., Entergy Operations Services, Inc. (EOSI),
Entergy Procurement Exchange Corporation, Entergy Solutions
Management Services LLC, Entergy Solutions Select Ltd., Entergy
Commerce, Inc., Entergy Power Development Corporation (EPDC),
Entergy International Ltd. LLC, Entergy Power Operations Corp.,
Entergy Power Operations U.S., Inc., Entergy Power Crete
Corporation, Entergy Nuclear, Inc. (ENI), Entergy Nuclear
Operations, Inc., Entergy Nuclear Generation Corporation (ENGC),
Entergy Nuclear Indian Point 3 LLC (IP3), Entergy Nuclear
FitzPatrick LLC, Entergy Nuclear Indian Point 2 LLC (IP2), TLG
Services, Inc. (TLG), Entergy Nuclear Vermont Yankee LLC, Entergy
MHK Retail LLC, Entergy Solutions Ltd., Entergy Solutions
Essentials Ltd., Entergy Power RS Corp., Entergy Power Ventures
LP, EWO Marketing, LP, Entergy-Koch Trading Ltd., Entergy Power
E&C Holdings LLC, Warren Power LLC, Northern Iowa Windpower LLC,
Entergy Asset Management, Inc., and Entergy Solutions Supply Ltd.
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 ($85,329) for consulting
and other support 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 ETHC ($70,598), ETC
($255,836), Entergy Holdings, Inc. ($61,150), Entergy Thermal LLC
($241,487), Entergy Business Solutions LLC ($169,714), EPDC
($1,049,985), Entergy International Ltd. LLC ($672,320), Entergy
Global Investments, Inc. ($24,188), Entergy MHK Retail LLC
($3,759), Entergy UK Enterprises Ltd. ($30,808), Entergy
Operations Services, Inc. ($146,878), Entergy Procurement
Exchange Corporation ($12,916), Entergy Solutions Management
Services LLC ($110,997), Entergy Solutions Select Ltd.
($1,150,027), Entergy Solutions Essentials Ltd. ($6,667), Entergy
Solutions Supply Ltd. ($314), Entergy Commerce, Inc. ($8,544),
Entergy Power Operations Corporation ($916 credit), Entergy Power
Operations U.S., Inc. ($267,911), Entergy Power Crete Corporation
($74,466), Entergy Solutions Ltd ($842,140), Entergy Power RS
Corp. ($537,801), EWO Marketing LP ($950,952), Entergy-Koch
Trading Ltd. ($792,748), Entergy Power Ventures LP, ($712,506),
Entergy Power E&C Holdings LLC ($76,445), Warren Power LLC
($77,124), ENGC ($1,407,146), Entergy Nuclear Indian Point 3 LLC
($1,308,028), Entergy Nuclear FitzPatrick LLC ($1,130,419),
Entergy Nuclear Indian Point 2 LLC ($1,357,230), TLG Services,
Inc. ($65,372), ENI ($1,685,162), Entergy Nuclear Vermont Yankee
LLC ($662,293), Entergy Nuclear Operations, Inc. ($22,113),
Northern Iowa Windpower LLC ($20,372), and Entergy Asset
Management, Inc. ($82,380), these services were primarily related
to management oversight, administrative services, support
services, and/or project development.
During the quarter, Entergy Solutions Management Services
LLC provided management/administrative and consulting services to
Entergy Solutions Ltd. and to Entergy Solutions Select Ltd. The
amounts billed, at cost, during this quarter were $404,962 and
$172,548, respectively.
During the quarter, Entergy Solutions Supply Ltd. provided
management/administrative and consulting services to Entergy
Solutions Ltd. and to Entergy Solutions Select Ltd. The amounts
billed, at cost, during this quarter were $64,765 and $1,092,878,
respectively.
During the quarter, Entergy Retail Texas, Inc. provided
management/administrative and consulting services to Entergy
Solutions Select, Ltd. The amount billed, at cost, during this
quarter was a $1,390 credit.
During the quarter, Entergy-Koch LP (EKLP) provided
management/administrative support services, consulting services
and services related to the marketing of energy commodities to
third parties at wholesale to EWO Marketing LP. The amount
billed, at cost, to EWO Marketing LP for such services during the
quarter was $925,000. EKLP also provided administrative support
services and management oversight services to Entergy-Koch
Trading LP. Such management oversight services were related to
the marketing of energy commodities to third parties at
wholesale, the preparation of contracts and regulatory filings,
and the procurement of transmission services. The amount billed,
at cost, to Entergy-Koch Trading LP for such services during the
quarter was $741,000.
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 $14,844
for services rendered during the quarter.
During the quarter, no other Consulting Services were
provided by Non-Reg Companies to non-associate companies.
III. Non-utility Loans Made by Entergy to Non-Reg Companies, or
Between Non-Reg Companies
During the quarter, no Non-utility Loans subject to
reporting in this Certificate were made by Entergy to Non-Reg
Companies or between Non-Reg Companies.
IV. Other Securities Issuances by Non-Reg Companies
During the quarter, no Other Securities issuances subject to
reporting in this Certificate were made by Non-Reg Companies.
V. Formation and Capitalization of New Subsidiaries and O&M
Subs
During the quarter, the following company claimed status as
an O&M Sub in accordance with the June 1999 Order: Entergy
Nuclear Potomac Company.
During the quarter, the foregoing company was capitalized as
follows: Entergy Nuclear Potomac Company, $1,000 in common stock.
During the quarter, Entergy Solutions Supply Ltd. changed
its status from `New Subsidiary' to `an energy-related company',
pursuant to Rule 58.
During the quarter, no other amounts were expended to form
and initially capitalize any New Subsidiary or O&M Sub.
VI. Nature and Extent of O&M Services Provided
During the quarter, ENI provided decommissioning management
services to a large non-associate nuclear operating utility in
the Northeast and other services to non-associate companies
related to the operation, maintenance, and decommissioning of
nuclear generation facilities. The total amount billed for all
such services was $340,671 consisting of certain incentive fees
and reimbursable expenses. Also, during the quarter, ENI provided
license renewal management services to non-associate nuclear
utility customers. The total amount billed for all such services
was $618,413, consisting of market-based fees and reimbursable
expenses. Also, during the quarter, ENI billed ENGC, at cost,
$290,106 for decommissioning and license renewal management
services relating to the Pilgrim nuclear plant. In addition,
during the quarter, ENI billed TLG, at cost, $156,856 for O&M
Services, including professional advice, and technical support
primarily related to the decommissioning of nuclear electric
generating facilities.
Also during the quarter, Entergy Nuclear, Inc. billed, at
cost, Entergy Nuclear Vermont Yankee, LLC (VY) for project
development activities related to the acquisition of Vermont
Yankee nuclear facilities in the amount of $17,858,479.
During the quarter, Entergy Nuclear Fuels Company billed, at
cost, ENGC ($18,864), IP3 ($18,864), JAF ($18,864), and IP2
($18,864) for O&M Services related to the procurement of nuclear
fuel and fuel services for the nuclear power plants owned by
these companies.
During the quarter, Entergy Nuclear Operations, Inc. (ENOI)
billed, at cost, ENI ($2,687,578), TLG ($224,752), ENGC
($24,819,400), IP3 ($23,979,680), JAF ($23,074,844), IP2
($25,211,149), and VY ($10,718,148) for O&M Services, including
professional advice and technical support primarily related to
the operation, maintenance or decommissioning of nuclear electric
generating facilities.
In addition, during the quarter, EOSI provided power project
related O&M 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; providing O&M consulting services; providing project
management, engineering, ground testing, procurement and
construction services on transmission and substation facilities.
The total amounts billed for all such services during the quarter
were $918,020 consisting, in each case, of market-based fees and
reimbursable expenses.
During the quarter, Entergy Power Operations U.S. Inc.
(EPOUS) provided O&M Services to Entergy Power RS Corporation
relating to construction management and administrative support of
its electric generating facilities for which it was billed, at
cost, $16. Also, EPOUS provided O&M Services to Warren Power, LLC
relating to long-term operations and maintenance, and
administrative support of its co-owned electric generating
facilities, and to Entergy Power Ventures LP relating to
administrative support of its co-owned electric generating
facilities. For such services these affiliate companies were
billed a fixed management fee of $415,527, and $17,201,
respectively.
During the quarter, EntergyShaw LLC provided O&M Services
relating to the procurement of construction equipment,
engineering and construction management services related to the
electric generating facilities being constructed by Entergy Shaw
for Entergy Power Ventures LP and Crete Energy Ventures LLC.
These affiliates were billed for incentive based fees plus
reimbursable costs $4,699,127 and $28,276,261, respectively.
During the quarter, EN Services LP provided O&M Services
relating to the procurement of equipment, engineering and
construction management services, and acted as agent on behalf of
Crete Energy Ventures LLC, and Entergy Power Ventures LP related
to construction of electric generating facilities to be owned by
these affiliates. For such services, these affiliate companies
were billed a fixed management fee in the amount of $470,574 and
$200,000, respectively. Also, during the quarter EN Services LP
provided O&M Services relating to the procurement of equipment,
engineering and construction management services, and acted as
agent on behalf of a non-affiliate electric cooperative who with
Entergy Power Ventures LP, co-owns the electric generating plant
under construction in Texas.
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 or distributions 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, 2002 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. Outstanding Guarantees Issued by Entergy or by Non-utility
Companies
As of the end of the quarter, the total outstanding amount
of Guarantees issued pursuant to the August 2000 Order by Entergy
or by Non-Reg Companies (to the extent reportable herein) to or
for the benefit of Non-Reg Companies was $423,450,190, excluding
Guarantees previously issued and outstanding under the June 1999
Order in the amount of $40,205,000.
X. Financial Statements
Entergy Corporation and Subsidiaries' Consolidated unaudited
Balance Sheet and Income Statement for the quarter ended
September 30, 2002 are included in Exhibit 2.
IN WITNESS WHEREOF, the Undersigned Company has caused
this certificate to be executed on this 25th day of November
2002.
ENTERGY CORPORATION
/s/ Nathan E. Langston
Nathan E. Langston
Senior Vice President and Chief Accounting Officer
_______________________________
1 Non-utility Companies are defined in the August 2000 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".
2 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.