-----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, MNIb41SGdbcOh7V0v3t4xdSU2wPkheHxt6ESD0bjoSCnDOynqK6MutJ5bOh+Kyrk enxOtSlZE8KrtbeMRjSlvA== 0000065984-04-000205.txt : 20040528 0000065984-04-000205.hdr.sgml : 20040528 20040528125007 ACCESSION NUMBER: 0000065984-04-000205 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20040528 EFFECTIVENESS DATE: 20040528 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: 1935 Act SEC FILE NUMBER: 070-09123 FILM NUMBER: 04837529 BUSINESS ADDRESS: STREET 1: 639 LOYOLA AVE CITY: NEW ORLEANS STATE: LA ZIP: 70113 BUSINESS PHONE: 5045764000 MAIL ADDRESS: STREET 1: PO BOX 61000 CITY: NEW ORLEANS STATE: LA ZIP: 70161 FORMER COMPANY: FORMER CONFORMED NAME: ENTERGY CORP /FL/ DATE OF NAME CHANGE: 19940329 FORMER COMPANY: FORMER CONFORMED NAME: ENTERGY GSU HOLDINGS INC /DE/ DATE OF NAME CHANGE: 19940329 FORMER COMPANY: FORMER CONFORMED NAME: MIDDLE SOUTH UTILITIES INC DATE OF NAME CHANGE: 19890521 35-CERT 1 a11404.htm Rule 24 - 1st Quarter 1994

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 March 31, 2004 (the quarter) by Entergy Corporation's Non-utility Companies (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 Companies), (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 Subsidiarie s, (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, consulting, project development and other support services, at cost, to its associate companies, Entergy Power, Inc., Entergy Technology Holding Company, Entergy Technology Company, Entergy Holdings, LLC, Entergy Thermal LLC, Entergy International Holdings Ltd LLC, Entergy Power Gas Operations Corporation, Entergy Power Gas Holdings Corp., Entergy Power International Holding Corporation, Entergy-Koch Trading, LP, EK Holding III, LLC, Entergy Global Investments, Inc., Entergy Resources, Inc., Entergy UK Enterprises Ltd., Entergy Operations Services, Inc., Entergy Procurement Exchange Corporation, Entergy Solutions Management Services LLC, Entergy Commerce, Inc., Entergy MHK Retail LLC, Entergy International Ltd. LLC, Entergy Power Operations U.S., Inc., Entergy Nuclear, Inc., Entergy Nuclear Operations, Inc., Entergy Nuclear Generation Company, 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 Nuclear Finance Holding, Inc., Entergy Solutions Ltd., Entergy Solutions Essentials Ltd., Entergy Solutions Select Ltd., Entergy Solutions Supply Ltd., Entergy Retail Texas, Inc., Entergy Solutions District Energy LLC, Entergy Solutions District Cooling LP, EWO Marketing, LP, Entergy Power E&C Corporation, Entergy Power E&C Holdings LLC, Entergy Nuclear Nebraska, LLC, Northern Iowa Windpower LLC, Entergy Power Development Corporation, Entergy Asset Management Inc., Entergy Ventures Holding Company, Inc., Entergy Power RS LLC, Warren Power LLC, EN Services, LP, and Entergy Power Generation Corporation. Enterprises' billings to all such associate companies included direct costs incurred plus, to the extent applicable, an indirect loading based upon the appropriate authorized billing method.

Enterprises billed Entergy Power, Inc., at cost, $66,474 for consulting and other support services related to the marketing of 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 ($3,975), Entergy Power Gas Operations Corporation ($5,914), Entergy Power Gas Holdings Corporation ($2,582), EWO Marketing, LP ($238,729), Entergy Power International Holding Corporation ($860,412), Entergy-Koch Trading, LP ($99,816), EK Holding III, LLC ($839), Entergy Technology Holding Company ($116,638), Entergy Technology Company ($343,922), Entergy Holdings, LLC. ($17,030), Entergy Thermal LLC ($331,661), Entergy Resources, Inc. ($184,045), Entergy Ventures Holding Company, Inc. ($17), Entergy International Ltd. LLC ($391,771), Entergy Global Investments, Inc. ($27,025), Entergy UK Enterprises Ltd. ($10 ,296), Entergy Operations Services, Inc. ($83,310), Entergy Procurement Exchange Corporation ($14,090), Entergy Solutions Management Services LLC ($13,427), Entergy Solutions Ltd. ($1,080,312), Entergy Solutions Essentials Ltd. (net credit of $2), Entergy Solutions Select Ltd. ($84,151), Entergy Solutions Supply Ltd. ($6,098), Entergy Retail Texas, Inc. ($19), Entergy Solutions District Energy LLC (net credit of $42,181), Entergy Solutions District Cooling LP ($81,234), Entergy Commerce, Inc. ($13,760), Entergy MHK Retail LLC ($1,549) Entergy Power Operations U.S., Inc. ($1,375,181), Entergy Power E&C Corporation (net credit of $128), Entergy Power E&C Holdings LLC ($11,077), Entergy Nuclear Generation Company ($1,175,983), Entergy Nuclear Indian Point 3 LLC ($1,205,247), Entergy Nuclear FitzPatrick LLC ($1,098,856), Entergy Nuclear Indian Point 2 LLC ($1,495,741), TLG Services, Inc. ($140,438), Entergy Nuclear, Inc. ($1,389,277) Entergy Nuclear Vermont Yankee LLC ($874,997), Entergy Nuclear Operatio ns, Inc. ($428), Entergy Nuclear Finance Holding, Inc. ($173), Entergy Nuclear Nebraska, LLC ($10,730), Northern Iowa Windpower LLC ($100,887), Entergy Power Development Corporation ($776,835), Entergy Asset Management, Inc. ($1,233,844), Entergy Power RS LLC ($136,430), Warren Power LLC ($28,802), EN Services, LP ($138,742), and Entergy Power Generation Corporation ($1,320), the services rendered by Enterprises primarily consisted of management oversight, administrative services, support services, and/or project development and were also billed on an "at cost" basis.

During the quarter, Entergy Solutions Management Services LLC provided management/administrative and consulting services to Entergy Solutions Ltd. and Entergy Solutions Select Ltd. The amounts billed, at cost, to such companies for such services during this quarter were $2,508,426 and net credit of $854, respectively.

During the quarter, Entergy-Koch Trading, LP provided management/administrative services and consulting services to EWO Marketing, LP, to Entergy-Koch Trading, Ltd. (UK), and Entergy-Koch Trading Canada, ULC related to the marketing of energy commodities. The amounts billed, at cost, to such companies for such services during the quarter were $772,143, $35,122, and $150,498, 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 $1,763,394. Also during the quarter, Entergy-Koch, LP provided administrative support services and management oversight services to Gulf South Pipeline Company, LP. The amount billed, at cost, for such services was $1,694,774. In addition, during the quarter, Entergy-Koch, LP provided administrative support services and management oversight services to Entergy-Koch Trading Ltd. (UK). Such management oversight services were related to the marketing of energy commodities to third parties at wholesale. The amount billed, at cost, for such se rvices was $554,364.

During the quarter Entergy Power RS LLC provided management and administrative services to RS Cogen LLC, a 50% owned 'qualifying facility'. The amount billed for such services was $45,700, consisting of market-based fees and reimbursable expenses.

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 $15,320 for services rendered during the quarter.

During the quarter, no other Consulting Services subject to reporting in this Certificate were provided by Non-Reg Companies to non-associate companies.

  1. 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.

  2. Other Securities Issuances by Non-Reg Companies

During the third quarter 2003, in consideration of a loan in the amount of $2,000,000 Entergy Power, Inc. issued a $2 million unsecured promissory note to Entergy Corporation, maturing on July 29, 2008, with an interest rate equal to EPI's effective cost of capital, as determined on a quarterly basis. In consideration of an additional loan of $4,000,000 from Entergy to EPI, during the 4th quarter of 2003, the above referenced note was amended and reissued in the principal amount of $6,000,000.

During the quarter, no other 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 subsidiary changed its status to New Subsidiary from O&M Sub: Entergy Global Power Operations Corporation.

During the quarter, the following subsidiaries changed its status to New Subsidiary from Exempt Wholesale Generator (EWG): Entergy Nuclear Holding Company #1 and Entergy Nuclear New York Investment Company I.

During the quarter, no 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 $449,060, consisting of market-based fees, incentive fees and reimbursable expenses. Also, during the quarter, Entergy Nuclear, Inc. billed, at cost, Entergy Nuclear Generation Company $398,213 for license renewal management services. In addition, during the quarter, Entergy Nuclear, Inc. billed TLG Services, Inc., at cost, $79,695 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 cos t, Entergy Power Operations UK Ltd. (EPOUKL), a FUCO, $70,577 for O&M consulting services relating to EPOUKL's proposal to a non-affiliate foreign company for the operation, maintenance, and decommissioning of nuclear electric generating facilities located in Europe.

During the quarter, Entergy Nuclear Nebraska LLC provided management services to a large non-associate nuclear operating utility. The total amount billed for all such services was $3,000,000 consisting of market-based fees, incentive fees and reimbursable expenses.

During the quarter, Entergy Nuclear Nebraska LLC provided management services to a large non-associate nuclear operating utility. The amount billed for such services during the quarter has been reported separately under a request for confidential treatment pursuant to Rule 104(b).

During the quarter, Entergy Nuclear Fuels Company billed, at cost, Entergy Nuclear Generation Company ($7,210), Entergy Nuclear Vermont Yankee LLC ($7,210), Entergy Nuclear Indian Point 3 LLC ($7,210), Entergy Nuclear FitzPatrick LLC ($7,210), and Entergy Nuclear Indian Point 2 LLC ($7,210) 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. ($2,034,475), TLG Services, Inc. ($218,572), Entergy Nuclear Nebraska LLC ($98,418), Entergy Nuclear Generation Company ($19,418,272), Entergy Nuclear Indian Point 3 LLC ($22,845,310), Entergy Nuclear FitzPatrick LLC ($22,009,024), Entergy Nuclear Indian Point 2 LLC ($20,123,907), and Entergy Nuclear Vermont Yankee LLC ($16,806,712) for O&M Services, including professional advice and technical support related to the operation, maintenance or decommissioning of nuclear electric generating facilities.

In addition, during the quarter, Entergy Operations Services, Inc. provided power project related O&M Services to several non-associate customers, including professional advice, technical expertise and maintenance services. Specifically, Entergy Operations Services, Inc.'s services to non-associate customers included performing preventive maintenance on substations; providing O&M consulting services; and 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 $4,039,652 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, an exempt wholesale generator, 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 $147,007. In addition, Entergy Power Operations U.S., Inc. provided O&M Services to Entergy Power Ventures, LP, an exempt wholesale generator, and to a non-affiliate electric cooperative, consisting of administrative support for 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 market based management fee plus reimbursable costs of $985,124 and $422,196, respectively.

During the quarter, EntergyShaw LLC provided O&M Services to the Co-Owners relating to the procurement of plant equipment, 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, $21,614, consisting of reimbursable costs.

During the quarter, EN Services, LP provided O&M Services to Crete Energy Venture LLC, an exempt wholesale generator owned 50% by Entergy Asset Management, Inc. and 50% by a non-affiliate company, relating to the operation of Crete Energy Venture LLC's electric generating facilities. Crete Energy Venture LLC was billed $41,732, consisting of incentive based fees plus reimbursable costs. Also, EN Services, LP provided O&M Services to the Co-Owners relating to the operation of the Co-owned Facilities. For such services the Co-owners were billed a market based management fee plus reimbursable costs of $1,626,603 and $697,116, respectively.

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 made distributions out of capital or unearned surplus to their respective parent companies: Entergy Global Trading Holding Ltd. ($34,383) to Entergy Corporation; Entergy International Ltd. LLC ($1,656,892) to Entergy International Holdings, Ltd. LLC; Entergy MHK Retail LLC ($817) to Entergy Commerce, Inc.; Entergy Solutions District Energy LLC ($137,961) to Entergy District Energy Holdings LLC; Entergy Solutions District Systems LLC ($131,507) to Entergy Solutions District Energy LLC; Entergy Solutions District GP LLC ($658) to Entergy Solutions District Systems LLC; Entergy Solutions District Cooling LP ($130,849) to Entergy Solutions District Systems LLC and ($658) to Entergy Solutions District GP LLC; Entergy Solutions Supply Ltd. ($693,000) to Entergy Retail Holding Company and ($7,000) to Entergy Retail Texas, Inc.; Entergy Power RS LLC ($839,711) to Entergy Power RS Holding Co. LLC; Northern Iowa Windpower LLC ($611,301) to EWO Wind L LC; and Entergy Power Generation Corporation ($1,516,349) to Entergy Corporation.

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 March 31, 2004 (including any reorganizations or changes from the organization structure in effect as of 12/31/03) is included in Exhibit 1.

IX. Outstanding Guarantees Issued by Entergy or by Non-Reg 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 $864,676,543.

X. New Subsidiary Issuances of Securities to Nonaffiliates

As of March 31, 2004, the following New Subsidiary had outstanding debt securities issued to one or more nonaffiliates for the purpose of financing investments in Non-Reg Companies: Entergy-Koch, LP. (See Exhibit 2 for detail disclosure.)

As of March 31, 2004, no other New Subsidiary had any outstanding debt securities issued to a nonaffiliate for the purpose of financing investments in Non-Reg Companies.

Entergy Corporation represents that (i) the financial statements of Entergy Corporation account for Entergy-Koch, LP in accordance with generally accepted accounting principles, (ii) any securities issued by Entergy-Koch, LP are set forth on the balance sheet of Entergy-Koch, LP, 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 three months ended March 31, 2004 are included in Exhibit 3.

___________

1.    Non-utility Companies are defined in the December 2002 Order as "exempt wholesale generations" ("EWGs"), "foreign utility companies" (FUCOs"), "exempt telecommunications companies" (ETCs"), "O&M Subs", "Authorized Subsidiary Companies", "New Subsidiaries" and "Entergy-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.

 

IN WITNESS WHEREOF, the Undersigned Company has caused this certificate to be executed on this 28th day of May 2004.

ENTERGY CORPORATION

/s/ Nathan E. Langston
Nathan E. Langston
Senior Vice President and Chief Accounting Officer

EX-99 2 a11404ex1.txt EXHIBIT 1 page 1 of 7 ENTERGY CORPORATION'S ORGANIZATION OF NON-REG COMPANIES As of March 31, 2004 Entergy Corporation Entergy Enterprises, Inc. (LA) (100%) (an authorized subsidiary) Entergy Retail Holding Company (100%)(DE)(a new subsidiary) Entergy Retail Texas, Inc. (100%)(DE)(a new subsidiary) Entergy Solutions Supply Ltd. (1% GP)(TX)(an energy- related company) Entergy Solutions Ltd. (1%)(TX GP)(an energy-related company) Entergy Solutions Supply Ltd. (99% LP)(TX)(an energy-related company) Entergy Solutions Ltd. (99%)(TX)(an energy-related company) Entergy Retail Louisiana LLC-A (100%)(DE)(a new subsidiary) Entergy Solutions Management Services LLC (100%)(LA)(a new subsidiary) Entergy PTB Holding Company (100%)(DE)(a new subsidiary) Entergy Solutions Select Ltd. (TX)(99% LP)(an energy-related company) Entergy Solutions Essentials Ltd. (TX)(99% LP)(an energy- related company) Entergy Select LLC (100%)(DE)(a new subsidiary) Entergy Solutions Select Ltd. (TX)(1% GP)(an energy- related company) Entergy Solutions Essentials Ltd. (TX)(1% GP)(an energy- related company) Entergy Ventures Holding Company, Inc. (DE)(100%)(a new subsidiary) SourceOne, Inc. (DE)(~14.23% non-voting preferred stock)(an energy-related company) Entergy Commerce, Inc. (DE)(100%)(a new subsidiary) Entergy Resources, Inc. (100%)(DE)(a new subsidiary) Entergy District Energy Holdings LLC (DE)(100%)(a new subsidiary) Entergy Solutions District Systems LLC (DE)(100%)(an energy-related company) Entergy Solutions Cooling LP (DE)(99.5% LP)(an energy- related company) Entergy Solutions GP LLC (DE)(100%)(an energy-related company) Entergy Solutions Cooling LP (DE)(0.5% GP)(an energy- related company) EXHIBIT 1 page 2 of 7 Entergy Operations Services, Inc. (DE)(100%) (an O&M subsidiary) EntergyKoontz LLC (DE)(70%)(an O&M subsidiary) Entergy Power Gas Holdings Corporation (100%)(DE)(a new subsidiary) Entergy Power Gas Operations Corporation (100%)(DE)(a new subsidiary) Entergy Procurement Exchange Holding Corporation (100%) (DE) (a new subsidiary) Pantellos Corporation (4.9%) (an exempt telecommunications company) Entergy Power Generation Corporation (DE) (100% of Class A voting common stock) (a new subsidiary) Entergy Asset Management, Inc. (DE)(38.79% of Class A voting common stock)(a new subsidiary) Entergy Power Ventures Corporation I (DE)(100%)(a new subsidiary) Entergy Power Ventures LP (DE)(1% GP)(an EWG) Entergy Power, Inc. (DE) (100%) (a public utility company) Entergy Holdings LLC (DE)(100%) (an energy-related company) Entergy Thermal LLC (DE)(100%)(an energy-related company) Entergy Thermal-UNO LLC (100%)(DE)(an energy-related company) Entergy Nuclear Finance Holding, Inc. (100%)(DE)(a new subsidiary) Entergy Nuclear Finance, Inc. (100%)(DE)(a new subsidiary) Entergy Nuclear, Inc. (DE)(100%) (an O&M subsidiary) TLG Services, Inc. (CT)(100%)(an energy-related company) Entergy Nuclear Potomac Company (DE)(100%)(an O&M subsidiary) Entergy Nuclear PFS Company (DE)(100%)(an energy-related company) Private Fuel Storage LLC (DE)(9.9%) (an energy-related company) Entergy Nuclear Environmental Services LLC (DE)(100%)(an energy-related company) Entergy Nuclear Holding Company #1 (DE)(75%) (a new subsidiary) Entergy Nuclear Generation Company (DE)(100%) (an EWG) Entergy Nuclear New York Investment Company I (DE)(100%) (a new subsidiary) Entergy Nuclear Indian Point 3 LLC (DE)(100%)(an EWG) Entergy Nuclear FitzPatrick LLC (DE)(100%)(an EWG) Entergy Nuclear Holding Company #2 (100%)(DE)(a new subsidiary) Entergy Nuclear Operations, Inc. (100%)(DE)(an O&M subsidiary) Entergy Nuclear Fuels Company (100%)(DE)(an O&M subsidiary) EXHIBIT 1 page 3 of 7 Entergy Nuclear Holding Company (DE)(100%)(a new subsidiary) Entergy Nuclear Holding Company #3 (DE)(100%)(a new subsidiary) Entergy Nuclear Investment Company (DE) (100%)(a new subsidiary) Entergy Nuclear Nebraska LLC (DE)(100%)(an O&M subsidiary) Entergy Indian Point Peaking Facility, LLC (DE) (100%)(a new subsidiary) Entergy Nuclear Indian Point 2 LLC (DE)(100%)(an EWG) Entergy Nuclear Capital Management Corporation I (DE)(100%)(a new subsidiary) Entergy Nuclear Vermont Investment Company (100%)(DE)(a new subsidiary) Entergy Nuclear Vermont Yankee, LLC (100%)(DE)(an EWG) Entergy Nuclear Capital Management Corporation II (DE)(100%)(a new subsidiary) Entergy Technology Holding Company (DE)(100%) (an exempt telecommunications company) Entergy Technology Company (DE)(100%) (an exempt telecommunications company) Entergy International Holdings Ltd., LLC (DE) (100%) (a new subsidiary) Entergy Global Investments, Inc. (100%)(AR)(a new subsidiary) Entergy Nuclear Holding Company #1 (DE)(25%) (an EWG) Entergy Power Development Corporation (DE) (14%)(FUCO) Entergy Power Generation Corporation (DE)(100% Class B non-voting common stock)(a new subsidiary) Entergy Marketing Corporation (DE)(100%)(a new subsidiary) EWO Marketing Holding, LLC (DE)(80%)(a new subsidiary) EWO GP LLC (DE)(100%)(an energy-related company) EWO Marketing, LP (DE)(1% GP)(an energy-related company) EWO Marketing, LP (DE)(99% LP)(an energy-related company) Entergy Power International Holdings Corporation (DE)(95.9%)(a new subsidiary) EK Holding I LLC (DE)(100%)(a new subsidiary) Entergy Asset Management, Inc. (DE)(35.55% of Class A voting common stock)(a new subsidiary) Entergy Investments Holding Company, Inc. (DE)(100%)(a new subsidiary) EN Services LP (DE)(99% LP)(O&M) Entergy Power Ventures LP (DE)(99% LP)(an EWG) EXHIBIT 1 page 4 of 7 Warren Power LLC (MS)(100%)(an EWG) Entergy Power RS Holding Company LLC (DE)(100%)(a new subsidiary) Entergy Power RS LLC (DE)(100%)(an energy-related company) RS Cogen LLC (LA)(50%) (an energy- related company) Entergy-Koch, LP (DE)(48.5% LP)(a new subsidiary) GS Pipeline Company, LLC (DE)(100%)(a new subsidiary) Gulf South Pipeline Company, LP (DE)(1% GP)(an authorized subsidiary) Gulf Pines Pipeline Company, LP (DE)(1% GP)(a new subsidiary) GS Pipeline Company LP (DE)(1% GP)(a new subsidiary) Gulf South Pipeline Company LP (DE)(99% LP)(an authorized subsidiary) Gulf Pines Pipeline Company LP (DE)(99% LP)(a new subsidiary) GS Pipeline Company LP (DE)(99% LP)(a new subsidiary) Entergy-Koch Trading LP (DE)(99% LP)(an energy-related company) EKT LLC (DE)(100%)(a new subsidiary) Entergy-Koch Trading LP (DE)(1% GP)(an energy-related company) Entergy-Koch Trading Canada, ULC (Canadian)(100%) (an authorized subsidiary) EGT Holding LTD. (Cayman)(100%)(FUCO) Entergy-Koch Trading, Ltd. (UK)(100%) Entergy-Koch Trading Europe, Ltd. (UK)(100%) Entergy-Koch Trading GmbH (Germany)(100%) EWO Wind II, LLC (DE)(100%)(a new subsidiary) EWO Wind, LLC (DE)(100%)(a new subsidiary) Northern Iowa Windpower, LLC (DE) (99%) (an EWG) EXHIBIT 1 page 5 of 7 EK Holding II LLC (DE)(100%)(a new subsidiary) Entergy-Koch LP (DE)(1% GP)(a new subsidiary) EK Holding III LLC (DE)(100%)(a new subsidiary) EKLP LLC (DE)(50%)(a new subsidiary) Entergy-Koch LP (DE)(1% GP)(a new subsidiary) Entergy International Ltd., LLC (DE)(100%)(a new subsidiary) Entergy International Investments No. 2 Ltd LLC (DE) (100%)(a new subsidiary) Entergy UK Holdings, Ltd. (UK)(100%) (a new subsidiary) Entergy UK Ltd. (UK)(100%) (a new subsidiary Entergy UK Enterprises Ltd. (DE)(100%) (a new subsidiary) EWO Holdings LLC (5.8656%)(DE)(a new subsidiary) Entergy Global Power Operations Corporation (DE)(100%)(an O&M subsidiary) Entergy Power Operations U.S., Inc. (DE)(100%)(an O&M subsidiary) EN Services II Corporation (DE)(100%)(a new subsidiary) EN Services LP (TX)(1% GP)(an O&M subsidiary) Entergy Power Operations Corporation (DE)(100%)(FUCO) Entergy Power Development Corporation (DE)(5%)(FUCO) Entergy Global Trading Holdings, Ltd. (Cayman) (100%)(a new subsidiary) Entergy Power International Holdings Corporation (DE)(4.9%)(a new subsidiary) Entergy Asset Management, Inc. (DE)(25.42%)(a new subsidiary) Entergy Power Development Corporation (DE) (81%) (FUCO) Entergy Power Operations Holdings Ltd. (Cayman) (90.9%)(FUCO) Entergy Power Hull Ltd. (Cayman)(88.47%)(a new subsidiary) Entergy Europe Operations Ltd. (UK)(57.5%)(FUCO) Damhead Finance LDC (Cayman) (99%) (a new subsidiary) Damhead Finance (Netherlands Antilles) N.V. (99%)(a new subsidiary) Damhead Finance (Netherlands) B.V. (99%)(a new subsidiary) Entergy Power Operations UK Ltd. (UK)(100%)(FUCO) Entergy Power Properties (Kingsnorth) Ltd. (UK)(100%)(a new subsidiary) Entergy Power Hull Holding, Ltd. (Cayman) (100%)(a new subsidiary) EXHIBIT 1 page 6 of 7 Entergy Power Damhead Creek Holding II, Ltd. (Cayman) (83.82%) (a new subsidiary) Entergy Europe Operations Ltd. (United Kingdom) (.007%)(FUCO) Entergy Power Hull, Ltd. (Cayman) (11.53%)(a new subsidiary) Entergy Power Damhead Creek Holding III, Ltd. (Cayman) (100%)(a new subsidiary) Entergy Europe Operations Ltd. (United Kingdom) (42.493%)(FUCO) Entergy Power Damhead Creek Holding I, Ltd. (Cayman) (100%) (a new subsidiary) Entergy Power Damhead Creek Holding II, Ltd. (Cayman) (.26%)(a new subsidiary) Entergy Power Damhead FinCo LLC (DE) (100%) (a new subsidiary) Entergy Power Damhead FinCo 1 (Cayman) (100%) (a new subsidiary) Damhead Finance LDC (Cayman)(1%)(a new subsidiary) Damhead Finance (Netherlands Antilles) N.V. (1%)(a new subsidiary) Damhead Finance (Netherlands) B.V. (1%) (a new subsidiary) Entergy Power Damhead FinCo 2 (Cayman) (100%) (a new subsidiary) Entergy Power Operations Holdings Ltd. (Cayman) (9.1%)(FUCO) Entergy Power Bulgaria Ltd. (DE) (100%) (a new subsidiary) Maritza East III Power Holding B.V. (Netherlands)(40%)(FUCO) Maritza East III Power Company AD (Bulgaria)(73%)(a FUCO) Entergy Power Netherlands B.V. (Netherlands)(100%)(a new subsidiary) Maritza East 3 Operating Company AD (Bulgaria)(73%)(a FUCO) Entergy Power Netherlands Company, B.V.(Dutch)(100%)(a new subsidiary) Entergy Power Projects Italia S.r.L (Italy)(1%)(a new subsidiary) Entergy Power Services Italia S.r.L (Italy)(1%)(a new subsidiary) Entergy Power Development Italia S.r.L (Italy)(1%)(a new subsidiary) Entergy Power Rinnovabli S.r.L (Italy)(1%)(a new subsidiary) Sabinas Power Company B.V. (Dutch)(100%)(FUCO) Entergy Power Projects Italia S.r.L (Italy)(99%)(a new subsidiary) EXHIBIT 1 page 7 of 7 Entergy Power Services Italia S.r.L (Italy)(99%)(a new subsidiary) Entergy Power Development Italia S.r.L (Italy)(99%)(a new subsidiary) Entergy Power Rinnovabli S.r.L (Italy)(99%)(a new subsidiary) EWO Holdings LLC (DE)(34.28%)(a new subsidiary) Entergy Power BJE Holding Ltd. (Cayman)(100%)(a new subsidiary) Bom Jardim Energetica LTDA (Brazil)(99.99%)(a new subsidiary) Entergy Power BJE Ltd. (Cayman)(100%)(a new subsidiary) Bom Jardim Energetica LTDA (Brazil)(.01%)(a new subsidiary) EP Edegel, Inc. (DE) (100%)(a new subsidiary) EWO Holdings LLC (DE)(59.8504%)(a new subsidiary) Entergy Mississippi Turbine Company (DE)(100%)(a new subsidiary) Entergy Power Maritza Holding Limited (Cyprus)(a new subsidiary) Entergy Power E&C Holdings, LLC (DE)(100%)(a new subsidiary) EntergyShaw LLC (DE)(50%)(an O&M subsidiary) EntergyShaw Investments of Nevada LLC (DE)(100%)(an O&M subsidiary) EntergyShaw Project Management LP (DE)(99% LP)(an O&M subsidiary) EntergyShaw Investments of Texas LLC (DE)(100%)(an O&M subsidiary) EntergyShaw Project Management LP (DE)(.9% GP)(an O&M subsidiary) EntergyShaw General Management LLC (DE)(100%)(an O&M subsidiary) EntergyShaw Project Management LP (DE)(.1% GP)(an O&M subsidiary) EWO Marketing Holding LLC (DE)(20%)(a new subsidiary) EX-99 3 a11404ex2.htm EXHIBIT 2 page 1 of 1

EXHIBIT 2 page 1 of 1

DISCLOSURE

SECTION X. New Subsidiary Issuances of Securities to Nonaffiliates

As of March 31, 2004

 

Entergy-Koch, LP disclosure:
 

  1. Name of Subsidiary: Entergy-Koch, LP
  2. Book value of Entergy's investment account in the subsidiary: $1,126,255,373
  3. Balance sheet account where the investment and the cost of the investment are booked:
    - - Investment in subsidiary - $505,690,250
  4. The amount invested in the subsidiary by Entergy: $505,690,250
  5. Type of entity: a limited partnership
  6. Percentage owned by Entergy: 50% through various 100% owned subsidiaries
  7. Name and percentage of other non-Entergy owners: Koch Energy, Inc.-50%
  8. Purpose of investment in the subsidiary: to own interest in energy-related businesses
  9. Amounts and types of securities to be issued by the subsidiary:
    • Up to $230.0 million aggregate principal amount of notes under a 364-Day Credit Agreement
    • Up to $105.0 million aggregate principal amount of notes under a Five-Year Term Credit Agreement
    EX-99 4 a11404ex3.htm Exhibit 3 page 1 of 3

     

    Exhibit 3 page 1 of 3

    ENTERGY CORPORATION AND SUBSIDIARIES

    CONSOLIDATED BALANCE SHEET

    ASSETS

    As of March 31, 2004

    (Unaudited)

    (In Thousands)

     

    CURRENT ASSETS

    Cash and cash equivalents:

       Cash

    $115,112

       Temporary cash investments - at cost,

          which approximates market

    576,813

       Special deposits

    308

                  Total cash and cash equivalents

    692,233

    Other temporary investments

    50,000

    Notes receivable

    1,730

    Accounts receivable:

       Customer

    398,091

       Allowance for doubtful accounts

    (25,976)

       Other

    246,824

       Accrued unbilled revenues

    384,860

                  Total receivables

    1,003,799

    Deferred fuel costs

    245,973

    Fuel inventory - at average cost

    110,482

    Materials and supplies - at average cost

    548,921

    Deferred nuclear refueling outage costs

    138,836

    Prepayments and other

    127,270

    TOTAL

    2,919,244

    OTHER PROPERTY AND INVESTMENTS

    Investment in affiliates - at equity

    1,053,328

    Decommissioning trust funds

    2,278,533

    Non-utility property - at cost (less accumulated depreciation)

    262,384

    Other

    256,981

    TOTAL

    3,851,226

    PROPERTY, PLANT AND EQUIPMENT

    Electric

    28,035,899

    Property under capital lease

    751,815

    Natural gas

    236,622

    Construction work in progress

    1,380,982

    Nuclear fuel under capital lease

    278,683

    Nuclear fuel

    234,421

    TOTAL PROPERTY, PLANT AND EQUIPMENT

    30,918,422

    Less - accumulated depreciation and amortization

    12,573,971

    PROPERTY, PLANT AND EQUIPMENT - NET

    18,344,451

    DEFERRED DEBITS AND OTHER ASSETS

    Regulatory assets:

       SFAS 109 regulatory asset - net

    830,539

       Unamortized loss on reacquired debt

    164,366

       Other regulatory assets

    1,188,303

    Long-term receivables

    20,886

    Goodwill

    377,172

    Other

    935,501

    TOTAL

    3,516,767

    TOTAL ASSETS

    $28,631,688

    Exhibit 3 page 2 of 3

    ENTERGY CORPORATION AND SUBSIDIARIES

    CONSOLIDATED BALANCE SHEET

    LIABILITIES AND SHAREHOLDERS' EQUITY

    As of March 31, 2004

    (Unaudited)

    (In Thousands)s

    CURRENT LIABILITIES

    Currently maturing long-term debt

    $524,372

    Notes payable

    351

    Accounts payable

    796,572

    Customer deposits

    199,620

    Taxes accrued

    238,623

    Accumulated deferred income taxes

    22,963

    Nuclear refueling outage costs

    8,238

    Interest accrued

    139,603

    Obligations under capital leases

    159,978

    Other

    205,600

    TOTAL

    2,295,920

    NON-CURRENT LIABILITIES

    Accumulated deferred income taxes and taxes accrued

    4,830,500

    Accumulated deferred investment tax credits

    420,248

    Obligations under capital leases

    153,898

    Other regulatory liabilities

    291,239

    Decommissioning

    2,215,490

    Transition to competition

    79,098

    Regulatory reserves

    69,528

    Accumulated provisions

    506,960

    Long-term debt

    7,212,240

    Preferred stock with sinking fund

    20,852

    Company-obligated mandatorily redeemable

       preferred securities of subsidiary trusts holding

       solely junior subordinated deferrable debentures

    215,000

    Other

    1,347,403

    TOTAL

    17,362,456

    Preferred stock without sinking fund

    334,337

    SHAREHOLDERS' EQUITY

    Common stock, $.01 par value, authorized 500,000,000

       shares; issued ____________ shares in 2004

    2,482

    Paid-in capital

    4,702,932

    Retained earnings

    4,502,508

    Accumulated other comprehensive loss

    (7,795)

    Less - treasury stock, at cost (_______ shares in 2004)

    561,152

    TOTAL

    8,638,975

    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

    $28,631,688

     

     

     

    Exhibit 3 page 3 of 3

     

    ENTERGY CORPORATION AND SUBSIDIARIES

     

    CONSOLIDATED STATEMENT OF INCOME

     

    For the Year Ended March 31, 2004

     

    (Unaudited)

     

    (In Thousands)

     

     

     

     

     

     

    OPERATING REVENUES

     

     

     

     

    Domestic electric

     

     

    $7,397,175

     

    Natural gas

     

     

    186,176

     

    Competitive businesses

     

     

    1,611,569

     

    TOTAL

     

     

    9,194,920

     

     

     

     

     

     

    OPERATING EXPENSES

     

     

     

     

    Operating and Maintenance:

     

     

     

     

       Fuel, fuel-related expenses, and

     

     

     

     

          gas purchased for resale

     

     

    1,987,217

     

       Purchased power

     

     

    1,697,959

     

       Nuclear refueling outage expenses

     

     

    159,995

     

       Provision for turbine commitments, asset impairments

     

     

     

     

          and restructuring charges

     

     

    (7,743)

     

       Other operation and maintenance

     

     

    2,484,436

     

    Decommissioning

     

     

    146,100

     

    Taxes other than income taxes

     

     

    405,659

     

    Depreciation and amortization

     

     

    850,503

     

    Other regulatory credits - net

     

     

    (13,761)

     

    TOTAL

     

     

    7,710,365

     

     

     

     

     

     

    OPERATING INCOME

     

     

    1,484,555

     

     

     

     

     

     

    OTHER INCOME

     

     

     

     

    Allowance for equity funds used during construction

     

     

    42,710

     

    Interest and dividend income

     

     

    87,386

     

    Equity in earnings of unconsolidated equity affiliates

     

     

    271,647

     

    Miscellaneous - net

     

     

    (76,505)

     

    TOTAL

     

     

    325,238

     

     

     

     

     

     

    INTEREST AND OTHER CHARGES

     

     

     

     

    Interest on long-term debt

     

     

    467,126

     

    Other interest - net

     

     

    53,553

     

    Distributions on preferred securities of subsidiaries

     

     

    18,838

     

    Allowance for borrowed funds used during construction

     

     

    (33,191)

     

    TOTAL

     

     

    506,326

     

     

     

     

     

     

    INCOME BEFORE INCOME TAXES AND

     

     

     

     

    CUMULATIVE EFFECT OF ACCOUNTING CHANGES

     

     

     

     

     

     

    Income taxes

     

     

    490,074

     

     

     

     

     

     

    INCOME BEFORE CUMULATIVE EFFECT

     

     

     

     

    OF ACCOUNTING CHANGES

     

     

    813,393

     

     

     

     

     

     

    CUMULATIVE EFFECT OF ACCOUNTING

     

     

     

     

    CHANGES (net of income taxes of $_______ in 2004)

     

     

    137,074

     

     

     

     

     

     

    CONSOLIDATED NET INCOME

     

     

    950,467

     

     

     

     

     

     

    Preferred dividend requirements and other

     

     

    23,524

     

     

     

     

     

     

    EARNINGS APPLICABLE TO

     

     

     

     

    COMMON STOCK

     

     

    $926,943

     

     

     

     

     

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