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 orders dated June 22, 1999 (June 1999 Order),
August 21, 2000 (the August 2000 Order) and December 20, 2002
(the December 2002 Order), this is to certify that the following
transactions were carried out during the three (3) months ended
December 31, 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, the August 2000 Order, and/or the
December 2002 Order.
Authorized Transactions
Pursuant to the June 1999 Order, the August 2000 Order, or
the December 2002 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)
the Non-Reg Companies are authorized to issue Other Securities of
any type to Entergy, to other Non-Reg Companies or to third
parties, (g) the Non-Reg Companies are authorized to pay
dividends to their immediate parent companies from capital
accounts or other unearned surplus, and (h) 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., Entergy Technology
Holding Company, Entergy Technology Company, Entergy Holdings,
Inc., Entergy Business Solutions LLC, Entergy Thermal LLC,
Entergy International Holdings Ltd LLC, Entergy Power Gas
Operations Corp., Entergy Power Gas Holdings Corp, EWO Marketing
Holding LLC, Entergy Power International Holding Corp., Entergy
Thermal-UNO LLC, EN Services LP, Entergy Global Investments,
Inc., Entergy UK Enterprises Ltd., Entergy Operations Services,
Inc., Entergy Procurement Exchange Corporation, Entergy Solutions
Management Services LLC, Entergy Solutions Select Ltd., Entergy
Commerce, Inc., Entergy Power Development Corporation, Entergy
International Ltd. LLC, Entergy Power Operations Corp., Entergy
Power Operations U.S., Inc., Entergy Power Crete Corporation,
Entergy Nuclear, Inc., Entergy Nuclear Operations, Inc., Entergy
Nuclear Generation Corporation , Entergy Nuclear Indian Point 3
LLC, Entergy Nuclear Fitzpatrick LLC, Entergy Nuclear Indian
Point 2 LLC, TLG Services, Inc., 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 expenses.
Enterprises billed, at cost, ($73,323.69) for consulting and
other support services related to the marketing of Entergy Power,
Inc. 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
International Holdings Ltd LLC ($29,681), Entergy Power Gas
Operations Corp. ($1,838), Entergy Power Gas Holdings Corp.
($1,283), EWO Marketing Holding, LLC ($229,035), Entergy Power
International Holding Corp. ($751,842), Entergy Thermal-UNO LLC
($121), EN Services LP ($111,816 credit), Entergy Technology
Holding Company ($72,021), Entergy Technology Company ($286,657),
Entergy Holdings, Inc. ($82,046), Entergy Thermal LLC ($320,573),
Entergy Business Solutions LLC ($356,313), Entergy Power
Development Corp. ($213,958), Entergy International Ltd. LLC
($460,291), Entergy Global Investments, Inc. ($43,035), Entergy
MHK Retail LLC ($4,793), Entergy UK Enterprises Ltd. ($18,745),
Entergy Operations Services, Inc. ($465,085), Entergy Procurement
Exchange Corporation ($49,383), Entergy Solutions Management
Services LLC ($84,586), Entergy Solutions Select Ltd.
($1,726,250), Entergy Solutions Essentials Ltd. ($4,828), Entergy
Solutions Supply Ltd. ($335), Entergy Commerce, Inc. ($16,536),
Entergy Power Operations Corporation ($19,372), Entergy Power
Operations U.S., Inc. ($881,258), Entergy Power Crete Corporation
($1,147), Entergy Solutions Ltd ($741,394), Entergy Power RS
Corp. ($193,957), EWO Marketing LP ($96,580), Entergy-Koch
Trading Ltd. ($136,764 credit), Entergy Power Ventures LP,
($3,805), Entergy Power E&C Corp. ($54,153), Warren Power LLC
($24,667), Entergy Nuclear Generation Corporation ($2,658,404),
Entergy Nuclear Indian Point 3 LLC ($2,595,188), Entergy Nuclear
FitzPatrick LLC ($2,464,775), Entergy Nuclear Indian Point 2 LLC
($2,738,509), TLG Services, Inc. ($135,393), Entergy Nuclear,
Inc. ($1,785,917) Entergy Nuclear Vermont Yankee LLC
($1,838,567), Entergy Nuclear Operations, Inc. ($31,049),
Northern Iowa Windpower LLC ($10,099), and Entergy Asset
Management, Inc. ($184,537), 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 $529,772 and
$1,859,714, 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 $147,754 and $320,672,
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 $1,217 credit.
During the quarter, Entergy-Koch Trading LP 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 and to Entergy-
Koch Trading Ltd. (UK). The amount billed, at cost, to such
companies for such services during the quarter were $843,591 and
$142,305, respectively.
During the quarter, Entergy-Koch LP 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 $1,210,033.
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. Loans (other than Exempt Loans under Rule 52(b)) Made by
Entergy to Non-Reg Companies, or Between Non-Reg Companies
During the quarter, no 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 companies were formed as
New Subsidiaries in accordance with the June 1999 Order: Entergy
Nuclear Capital Management Corporation I, which was formed to
finance operations for Entergy Nuclear Indian Point 2 LLC, and
Entergy Nuclear Capital Management Corporation II, which was
formed to finance operations for Entergy Nuclear Vermont Yankee
LLC.
During the quarter, the foregoing companies were minimally
capitalized: Entergy Nuclear Capital Management Corporation I and
Entergy Nuclear Capital Management Corporation II.
During the quarter, Entergy Power Generation Corporation
changed its status to `New Subsidiary' since it relinquished its
status as an EWG.
During the quarter, the following companies claimed status
as a `New Subsidiary' as a result of relinquishing their status
as a FUCO: Entergy Power Damhead Creek I Holding Ltd.; Entergy
Power Damhead Creek II Holding Ltd.; Entergy Power Damhead Creek
III Holding Ltd.; Damhead Creek Holding Limited; Entergy Power
Damhead FinCo LLC; Entergy Power Damhead FinCo 1 LLC; Entergy
Power Damhead FinCo 2 LLC; Damhead Finance LDC; Damhead Finance
(Netherlands Antilles N.V.); Damhead Finance (Netherlands B.V.);
Entergy Power Investments Holdings Corporation; Entergy Power
Hull, Ltd.; and Entergy Power Bulgaria Ltd.
Also, during the quarter, the following inactive companies
claimed status as a `New Subsidiary': Entergy Power Jackson
Generating Company I, Entergy Power Jackson Generating Company
II, Jackson Generating Company LLC, Entergy Power Greenville
Generating Company I, Entergy Power Greenville Generating Company
II, Greenville Generating Company LLC, Entergy Power Rowan
Generating Company, Rowan Generating Company LLC, Hawkgen I,
Inc., Hawkgen II, Inc., and Hawkeye Generating LLC; Entergy UK
Holdings, Ltd; Entergy UK Ltd.; Entergy US DB IV LLC; Entergy
Victoria, Inc.; Entergy Australia DB I Pty Ltd.; Entergy US DB I
LLC; Damhead Creek Holding Ltd; Entergy Power Netherlands Company
B.V.; Entergy Power BJE Holing Ltd; Bom Jardim Energetica LTDA;
Entergy do Brasil LTDA; and Entergy Power BJE Ltd.
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, Entergy Nuclear Inc. 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 $1,743,799, consisting of
certain incentive fees and reimbursable expenses. Also, during
the quarter, Entergy Nuclear Inc. provided license renewal
management services to non-associate nuclear utility customers.
The total amount billed for all such services was $718,662,
consisting of market-based fees and reimbursable expenses. Also,
during the quarter, Entergy Nuclear Inc. billed Entergy Nuclear
Generation Corporation, at cost, $189,445 for decommissioning and
license renewal management services relating to the Pilgrim
nuclear plant. In addition, during the quarter, Entergy Nuclear,
Inc. billed TLG Services, Inc., at cost, $184,601 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 for project development
activities related to the acquisition of Vermont Yankee nuclear
facilities in the amount of $899,910.
During the quarter, Entergy Nuclear Fuels Company billed, at
cost, Entergy Nuclear Generation Corporation ($13,707), Entergy
Nuclear Vermont Yankee LLC ($7,220), Entergy Nuclear Indian Point
3 LLC ($13,707), Entergy Nuclear FitzPatrick LLC ($13,707), and
Entergy Nuclear Indian Point 2 LLC ($13,707) 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. billed,
at cost, Entergy Nuclear, Inc. ($1,889,929), TLG Services, Inc.
($274,320), Entergy Nuclear Generation Corporation ($25,642,937),
Entergy Nuclear Indian Point 3 LLC ($27,286,384), Entergy Nuclear
Fitzpatrick LLC ($33,341,632), Entergy Nuclear Indian Point 2 LLC
($32,293,164), and Entergy Nuclear Vermont Yankee LLC
($17,609,336) 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, Entergy Operation Services,
Inc. provided power project related O&M Services to several non-
associate customers, including professional advice, technical
expertise and maintenance services. Specifically, Entergy
Operation Services, Inc.'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
$1,100,150 consisting, in each case, of market-based fees and
reimbursable expenses.
During the quarter, Entergy Power Operations U.S. Inc.
provided O&M Services to Warren Power, LLC relating to long-term
operations and maintenance, and administrative support of its
electric generating facilities. For such services Warren Power
LLC was billed at cost in the amount of $121,603. In addition,
Entergy Power Operations U.S. Inc. provided O&M Services to
Entergy Power Ventures LP and to a non-affiliate electric
cooperative relating to administrative support of certain
electric generating facilities that are co-owned by such
companies (the `Co-owned Facilities'). For such services,
Entergy Power Ventures LP and the non-affiliate electric
cooperative (collectively, the `Co-Owners') were billed through
EN Services LP, as agent for the Co-Owners, a management fee of
$7,272 and $3,117, respectively.
During the quarter, EntergyShaw LLC provided O&M Services to
the Co-Owners relating to the procurement of plant equipment,
engineering and construction management services in conjunction
with the construction of the Co-owned Facilities for which these
companies were billed through EN Services LP, as agent for the Co-
owners, $23,054,913, consisting of incentive based fees plus
reimbursable costs.
During the quarter, EN Services LP provided O&M Services for
the Co-owners relating to the construction of the Co-owned
Facilities, consisting of the above referenced administrative
services as agent for the Co-owners. The Co-owners were billed
$30,651,352 for reimbursable costs.
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, the following companies paid dividends
or distributions out of surplus capital to their respective
parent companies: Entergy Power Inc. ($1,303,000); Entergy
International Holding Ltd. LLC ($10,526,000); Entergy
International Ltd. LLC ($8,871,000); Entergy Holdings LLC
($1,469,000); Entergy Retail Holdings, Inc. ($1,208,000); Entergy
Retail Louisiana LLC-A ($1,186,000); Entergy Retail Solutions
Management Services LLC ($24,000); Entergy Retail Texas, Inc.
($22,000); Entergy Ventures Holding Company, Inc. ($1,332,000);
Entergy Power International Holding Corp. ($75,000); EWO
Marketing Holding LLC ($609,000); Entergy Power Gas Operations
Corp. ($991,000); Entergy Mississippi Turbine Company
($9,713,000); Entergy Power Warren Corporation I ($4,899,000);
Entergy Power Ventures Corporation II ($290,000); Entergy Power
Holdings USA Corporation ($842,000); Entergy Power RS LLC
($842,000); Entergy Power E&C Holdings LLC ($774,000); and
Entergy Power E&C Corporation ($655,000).
During the quarter, no other 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 December 31, 2002 (including any reorganizations or changes
from the organization structure in effect as of 9/30/02) is
included in Exhibit 1.
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 $660,231,723, excluding
Guarantees previously issued and outstanding under the June 1999
Order in the amount of $-0-.
X. New Subsidiary Issuances of Securities to Nonaffiliates
As of December 31, 2002, the following New Subsidiary had
outstanding debt securities issued to a nonaffiliate for the
purpose of financing investments in Nonutility Companies: EWO
Wind LLC. (See Exhibit 2 for detail disclosure)
Entergy Corporation represents that (i) the financial
statements of Entergy Corporation account for EWO Wind LLC in
accordance with generally accepted accounting principles, (ii)
any securities issued by EWO Wind LLC are set forth on the
balance sheet of EWO Wind LLC, and (iii) it maintains sufficient
internal controls to enable it to monitor the creation and use of
any New Subsidiary.
XI. Financial Statements
Unaudited Entergy Corporation and Subsidiaries' Consolidated
Balance Sheet and Income Statement for the year ended December
31, 2002 are included in Exhibit 3.
IN WITNESS WHEREOF, the Undersigned Company has caused
this certificate to be executed on this 28th day of February
2003.
ENTERGY CORPORATION
/s/ Nathan E. Langston
Nathan E. Langston
Senior Vice President and Chief Accounting Officer
_______________________________
1 Non-utility Companies are defined in the December 2002 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.