-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U7dyWAftXN65fw4FbHqKMAqq5p6J41E1hQYIeSWcGDpMfSnJo+Hsbd3IbfP9n21d KkG1zpUdLOfdRoC9hhZZKA== 0000065984-98-000104.txt : 19980817 0000065984-98-000104.hdr.sgml : 19980817 ACCESSION NUMBER: 0000065984-98-000104 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980814 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENTERGY CORP /DE/ CENTRAL INDEX KEY: 0000065984 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 721229752 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 35-CERT SEC ACT: SEC FILE NUMBER: 070-08010 FILM NUMBER: 98690813 BUSINESS ADDRESS: STREET 1: 639 LOYOLA AVE CITY: NEW ORLEANS STATE: LA ZIP: 70113 BUSINESS PHONE: 5045295262 FORMER COMPANY: FORMER CONFORMED NAME: ENTERGY GSU HOLDINGS INC /DE/ DATE OF NAME CHANGE: 19940329 FORMER COMPANY: FORMER CONFORMED NAME: ENTERGY CORP /FL/ DATE OF NAME CHANGE: 19940329 FORMER COMPANY: FORMER CONFORMED NAME: MIDDLE SOUTH UTILITIES INC DATE OF NAME CHANGE: 19890521 35-CERT 1 UNITED STATES OF AMERICA BEFORE THE SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. * * * * * * * * * * * * * * * * * In the Matter of * * ENTERGY CORPORATION * CERTIFICATE ENTERGY ENTERPRISES, INC. * PURSUANT TO RULE 24 * File No. 70-7851 * File No. 70-8002 * File No. 70-8010 * File No. 70-8105 * * (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(s) - declaration(s), as amended, in the above referenced files and the related orders dated July 25, 1991, December 14, 1992(2), December 28, 1992, July 8, 1993, and June 30, 1995, respectively, this is to certify that the following transactions were carried out during the three (3) months ended June 30, 1998 by Entergy Enterprises, Inc. (Enterprises) pursuant to the authorization of the SEC. Programs Authorized Pursuant to the Orders, Enterprises is authorized to (a) conduct preliminary development activities with respect to various investment opportunities for the Entergy System, (b) market to non-associates the System's expertise and capabilities in energy-related areas, including the expertise of Entergy Power, Inc. (EPI) gained from its bulk power business, (c) market to non-associates intellectual property developed by System companies, (d) provide various consulting, management, administrative and support services to associate companies, excluding certain associate companies (Excluded Companies), (e) provide directly, or indirectly through one or more special purpose subsidiary companies of Entergy Corporation (Entergy) or Enterprises (O&M Subsidiaries), various operations and maintenance services to non-associate or associate companies, and (f) develop and field test telecommunications systems for advanced energy management and other utility applications. During the quarter, Enterprises participated in the following: I. Preliminary Development Activities During the quarter, Enterprises has been engaged in preliminary development activities relating to investigating sites, research, contract drafting and negotiations, acquiring options or rights, partnership selection and other activities necessary to identify and analyze investment opportunities for Entergy. These development activities include domestic and international opportunities. During the quarter, Enterprises expended $395,020 for preliminary development activities associated with potential investments that would qualify as "exempt wholesale generators" under Section 32(a) of the Act. In addition, Enterprises recorded an expenditure of $10,384,154 for preliminary development activities associated with potential investments that would qualify as "foreign utility companies" under Section 33 of the Act. Enterprises also expended $2,472,721 for preliminary development activities associated with potential investments that would qualify as "nonutility business" and $277,747 for preliminary development activities related to non-exempt wholesale generating facilities. Finally, Enterprises recorded an expenditure of $3,252,631 for preliminary development activities associated with potential investments in other domestic energy related businesses. II. Management Services Provided to Associate Companies Enterprises provided certain management and support services to its associate companies, EPI, Entergy Power Marketing Corp., Entergy Power Edesur Holding Ltd., Entergy S.A., Entergy Integrated Solutions, Inc. (EIS), Entergy Technology Holding Company (ETHC), Entergy Technology Company (ETC), Entergy Power Development Corporation, Entergy International Holdings, Ltd., LLC (formerly Entergy Power Development International Corporation), Entergy Pakistan, Ltd., EP Edegel, Inc., Entergy Power CBA Holding Ltd., Entergy Operations Services Inc., Entergy Power Operations Corp., Entergy Power International Holdings Corporation, Entergy Power Generation Corporation, and Entergy Nuclear, Inc. (ENI). Enterprises charged these companies for direct costs incurred plus an indirect loading based upon current month Enterprises administrative charges. In regard to EPI ($163,936), these services included 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.($3,645,949) these services included marketing of energy to utilities at wholesale, preparation of contracts and regulatory filings and procurement of transmission services. In regard to EIS ($1,089,490), Entergy Power Edesur Holding Ltd. ($135,665), ETHC ($1,946,629), Entergy Technology Company ($253,223) Entergy Power Development Corp. ($8,494,736), Entergy International Holdings, Ltd.,LLC. ($1,893,888), Entergy Pakistan Ltd. ($32,899), EP Edegel, Inc. ($309,659), Entergy Power CBA Holding Ltd. ($3,441), Entergy Operations Services Inc. ($126,763), Entergy Power Operations Corp. ($798,150), Entergy Power International Holdings Corp. ($387,596) Entergy Power Generation Corp. ($310,838), and Entergy Nuclear, Inc. ($276,450), these services were related to management oversight and project development. III. Consulting Activities with Non-Associate Companies Enterprises, under contract with Louisiana Hydroelectric Ltd. Partnership, continues to provide an array of technical services/support for a hydro electric transmission line project. Certain Entergy Services, Inc. personnel are providing the services. The Louisiana Hydroelectric Ltd. Partnership was charged $12,596 for services rendered during this quarter. IV. Development and Field Testing of CCLM/AFS As previously reported, Enterprises concluded its CCLM testing program and does not intend to resume testing of CCLM dedicated systems in the foreseeable future. However, consistent with Enterprises' authorization to engage in preliminary development activities, Enterprises continues to investigate other utility and energy related applications of communications technologies, including automated meter reading, power outage reporting and consumer accessible information such as real-time meter information and bill estimation systems. Amounts expended by Enterprises in connection with such preliminary development activities are reported as "nonutility business" related expenses under Item "1" above. V. Formation and Capitalization of O&M Subsidiaries During the quarter, no amounts were expended to form and capitalize any O&M Subsidiaries pursuant to the Commission's order dated September 30, 1995. VI. Nature and Extent of O&M Services Provided. During the quarter, Entergy's subsidiary, Entergy Nuclear, Inc. (ENI), provided nuclear management services to Maine Yankee Atomic Power Company. A new contract was signed on November 6, 1997, to extend the original agreement to provide management services for initial decommissioning activities through September 30, 1998. ENI is paid a fixed monthly fee for providing these services and was reimbursed its actual expenses for labor and related charges at cost for the services provided. The total amounts billed for services in the second quarter were $1,543,960 consisting primarily of Maine Yankee fees and reimbursable expenses. In addition, during the quarter, Entergy's subsidiary, Entergy Operations Services, Inc. (EOSI), provided power project related operation and management services to several customers, including professional advice, technical expertise and maintenance services. Specifically, EOSI's services included the following: testing oil samples from transformers at the Hot Springs Rehabilitation Center; replaced a 230kV switch at the TransAmerican Refinery substation; preventive maintenance on three 34.5kV oil circuit breakers at Cytec Industries; provided design/installation on new substation switches at the Exxon Oil Refinery; disconnection of a switch and installation of a neutral ground resistor at Koch Hydrocarbons, S.E. Inc.; inspected core and coil of transformer and witnessed transformer testing at Bayou Steel. Also, EOSI provided management oversight to Entergy Business Solutions, Inc. for the District Energy Project. The total amounts billed for services in the second quarter were $321,429.19 consisting of market based fees and reimbursable expenses. Entergy and Enterprises represent that no Excluded Company has subsidized the operations of Enterprises or any O&M Subsidiary, and that the rendering of O&M Services by O&M Subsidiaries is in compliance with the applicable rules, regulations and orders of the Commission and has not adversely affected the services provided by any Excluded Company to its customers. VII. Financing, Amortization and Financial Statements During the three months ended June 30, 1998: A. Enterprises incurred no amortization expenses related to the organization of EIS. B. Enterprises' unaudited unconsolidated Balance Sheet and unconsolidated Income Statement for the six month period ended June 30, 1998 are included as Exhibit 1. IN WITNESS WHEREOF, the undersigned companies have caused this certificate to be executed on this 14th day of August, 1998. ENTERGY CORPORATION By: /s/ C. John Wilder C. John Wilder Executive Vice President & Chief Financial Officer ENTERGY ENTERPRISES, INC. By: /s/ Stephen Refsell Stephen Refsell Asst. Secretary _______________________________ The Excluded 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. EX-99 2 ENTERGY ENTERPRISES, INC. UNCONSOLIDATED BALANCE SHEET AS OF JUNE 30, 1998 (UNAUDITED) ASSETS PROPERTY Furniture and Equipment $ 6,140,855.05 Construction in Process 362,283.47 --------------- Total Property 6,503,138.52 --------------- INVESTMENTS Investment in Entergy IS, Inc. 46,974,940.86 Investment in EOSI 311,587.59 --------------- 47,286,528.45 --------------- CURRENT & ACCRUED ASSETS Cash 2,095,362.28 Working Funds/Travel Advances 729,779.66 Special Deposits 454,030.07 Temporary Cash Investments 11,468,805.01 Accounts Receivable 118,688.63 Accounts Receivable - Associated Companies 21,405,272.30 Accrued Interest 7,442.72 Prepaid Expenses 154,858.10 Income Taxes Receivable 2,580,947.61 --------------- Total Current and Accrued Assets 39,015,186.38 --------------- DEFERRED DEBITS Accumulated Deferred Income Tax-Fed & State 6,555,704.01 Total Deferred Debits 6,555,704.01 --------------- Total Assets $ 99,360,557.36 =============== These are interim financial statements prepared without notes. ENTERGY ENTERPRISES, INC. UNCONSOLIDATED BALANCE SHEET AS OF JUNE 30, 1998 (UNAUDITED) CAPITAL Common Stock $ 57,400,000.00 Miscellaneous Paid-in Capital 153,000,000.00 Retained Earnings (152,942,865.06) ----------------- Total Capital 57,457,134.94 ----------------- LIABILITIES CURRENT & ACCRUED LIABILITIES Accounts Payable 4,123,081.75 Accounts Payable to Associated Companies 9,802,938.22 Tax Collections Payable 236,478.06 Miscellaneous Current & Accrued Liabilities 5,513,357.34 ----------------- Total Current & Accrued Liabilities 19,675,855.37 ----------------- LONG TERM LIABILITIES Notes Payable - Entergy Corp. 17,500,000.00 Other Long Term Debt Accum. Misc. Operating Provision ----------------- Total Current & Accrued Liabilities 17,500,000.00 ----------------- DEFERRED CREDITS Other Deferred Credits 4,727,567.05 ----------------- Total Deferred Credits 4,727,567.05 ----------------- Total Liabilities 41,903,422.42 ----------------- Total Capital & Liabilities $ 99,360,557.36 ================= These are interim financial statements prepared without notes. ENTERGY ENTERPRISES, INC. UNCONSOLIDATED INCOME STATEMENTS SIX MONTHS ENDED JUNE 30, 1998 (UNAUDITED) REVENUE Services Rendered Non-Associates $ 25,195.62 Services Rendered Associates 34,477,980.63 Equity in Earnings (Losses) of Subsidiaries (6,567,434.17) Miscellaneous Income 1,224.54 Interest Income 282,859.65 Dividend Income 20,776.86 --------------- Total Revenue 28,240,603.13 --------------- EXPENSES Salaries, Wages and Benefits 15,603,266.27 Outside Services 16,683,704.36 Selling and Marketing Expenses 1,070,604.87 Rent 1,960,484.47 Administrative and General 7,401,124.99 Active Development Credit (2,267,091.34) --------------- Total Administrative and General Expense 40,452,093.62 --------------- Taxes Other Than Income 232,027.38 Depreciation and Amortization 1,207,076.03 Miscellaneous Expenses 28,713.81 --------------- Total Expenses 41,919,910.84 --------------- Income (Loss) Before Income Taxes (13,679,307.71) Income Taxes - Federal (2,294,249.78) Income Taxes - State (Benefit) (250,253.69) Provision for Deferred Income Taxes - Federal 81,203.73 Provision for Deferred Income Taxes - State 16,129.08 --------------- Net Income (Loss) $(11,232,137.05) =============== These are interim financial statements prepared without notes. -----END PRIVACY-ENHANCED MESSAGE-----