-----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, TC50tPe2B4ht9oXk29aB4mHJdupYEzMupObYhKXDyu2KeDp/H/pq8E0X84pDhrBv 5DEmVAEWjIipzWQXa5Ncdw== 0000065984-99-000090.txt : 19990816 0000065984-99-000090.hdr.sgml : 19990816 ACCESSION NUMBER: 0000065984-99-000090 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990813 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: 070-08002 FILM NUMBER: 99687201 BUSINESS ADDRESS: STREET 1: 639 LOYOLA AVE CITY: NEW ORLEANS STATE: LA ZIP: 70113 BUSINESS PHONE: 5045295262 MAIL ADDRESS: STREET 1: PO BOX 61000 CITY: NEW ORLEANS STATE: LA ZIP: 70161 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, 1999 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 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 included domestic and international opportunities. During the quarter, Enterprises expended $2,767,798 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 $6,899,724 for preliminary development activities associated with potential investments that would qualify as "foreign utility companies" under Section 33 of the Act. Enterprises also expended $339,181 for preliminary development activities associated with potential investments that would qualify as "non-utility business" and $670,223 for preliminary development activities related to non-exempt wholesale generating facilities. II. Management Services Provided to Associate Companies During the quarter, Enterprises provided certain management and support services, at cost, to its associate companies, EPI, Entergy Power Marketing Corp., Entergy Power Edesur Holding Ltd., Entergy Technology Holding Company (ETHC), Entergy Technology Company (ETC), Entergy Power Development Corporation, Entergy International Holdings, Ltd., LLC, Entergy Pakistan, Ltd., EP Edegel, Inc., Entergy Power CBA Holding Ltd., Entergy Power Chile, Inc., Entergy do Brasil Ltd., Entergy Operations Services Inc., Entergy Power Operations Corp., Entergy Power International Holdings Corporation, Entergy Power Generation Corporation, Entergy Nuclear Generation Corporation, Entergy Holdings, Inc., Entergy Trading and Marketing Ltd. and Entergy Nuclear, Inc. Enterprises charged these companies for direct costs incurred plus an indirect loading based upon current month Enterprises administrative charges. In regard to EPI ($210,998), these services related to the 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. ($5,044,912) and Entergy Trading and Marketing Ltd. ($331,645) these services related to the marketing of energy commodities to third parties at wholesale, preparation of contracts and regulatory filings and procurement of transmission services. In regard to Entergy Holdings, Inc. ($21,020) these were primarily administrative services. In regard to Entergy Power Edesur Holding Ltd. ($88,110), ETHC ($318,627), ETC ($408,268), Entergy Power Development Corp. ($2,396,055), Entergy International Holdings, Ltd., LLC ($2,438,177), Entergy Pakistan Ltd. ($55,288), EP Edegel, Inc. ($144,706), Entergy Power Chile, Inc. ($2,197), Entergy do Brasil Ltd. ($25,682 credit), Entergy Power Operations Corporation ($195,786), Entergy Power International Holdings Corp. ($1,639,704), Entergy Power Generation Corp. ($1,032,657), Entergy Nuclear Generation Corp. ($827,095), Entergy Power CBA Holding, Ltd. ($4,419), Entergy Operations Services Inc. ($255,689), and Entergy Nuclear, Inc. ($423,791), these services were primarily 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 $12,600 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 "non-utility 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. 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 (Maine Yankee), Northeast Nuclear Energy Company (Northeast Nuclear), and Boston Edison Company (Boston Edison). On September 30, 1998, a long-term contract was executed, effective October 1, 1998, authorizing ENI to continue to provide management services in respect of the decommissioning of Maine Yankee through 2004, the end of plant decommissioning. ENI is paid a fixed monthly fee and certain incentive fees and is reimbursed its actual expenses for labor and related charges at cost for all services provided. The total amount billed during the quarter to Maine Yankee was $990,042. On May 17, 1999, a decommissioning management services agreement was executed, effective June 1, 1999, between Northeast Nuclear and ENI. This agreement authorizes ENI to provide management services with regard to all aspects of the decommissioning of Millstone Unit 1 (Millstone). The agreement terminates on termination of Millstone's Operating License, currently expected to be on or before July 1, 2006, or, if applicable, upon successfully placing Millstone in SAFSTOR, subject to extension or earlier termination as provided by the agreement. ENI is paid a fixed monthly fee and certain incentive fees and is reimbursed its actual expenses for labor and related charges at cost for all services provided. The total amount billed during the quarter to Northeast Nuclear was $380,839. Also during the quarter, ENI provided services to Boston Edison with respect to Pilgrim Station's refueling outage, in accordance with the plant services agreement effective February 1, 1999. The total amount billed during the quarter to Boston Edison was $136,288 for actual expenses for labor and related charges at cost for all services provided. The total amounts billed by ENI in the current quarter were $1,548,018 for 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 preventive maintenance on substations for Conway Corporation ($20,640); maintenance of a substation for Air Liquide ($10,050); an ongoing load flow and coordination study for Grace Davison Inc. ($14,252); preventive maintenance for Trunkline LNG on substations ($5,500); infrared testing of mill load centers and high voltage switch gear inspection and cleaning for International Paper Co. ($12,508); installation of station service transformer and associated equipment for Tennessee Gas Pipeline ($4,070); inspection of bark boiler ID Fan Steam Turbine and Gear for Inland Paperboard and Packaging, Inc. ($25,831.04); installation of substation transformer equipment for Dow Chemical ($595,733); and, maintenance of distribution poles for Cytec industries ($2,382). The total amounts billed for services in the first quarter were $690,966 consisting, in each case, of market-based fees and reimbursable expenses. During the quarter, pursuant to Rule 87(B)(1), EOSI also provided consulting services to Entergy Enterprises for transmission connection for a co-generation development project. The amount billed at cost in the second quarter was $450. 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 Enterprises' unaudited Balance Sheet and Income Statement for the three (3) month period ended June 30, 1999 are included as Exhibit 1. IN WITNESS WHEREOF, the undersigned companies have caused this certificate to be executed on this 13th day of August 1999. ENTERGY CORPORATION By: /s/ Nathan E. Langston Nathan E. Langston Vice President and Chief Accounting Officer ENTERGY ENTERPRISES, INC. By: /s/ Fred S. Nugent Fred S. Nugent Vice President _______________________________ 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. BALANCE SHEET AS OF JUNE 30, 1999 (UNAUDITED) ASSETS PROPERTY Furniture and Equipment $ 4,766,571.28 Construction in Process 9,085.62 --------------- Total Property 4,775,656.90 INVESTMENTS Investment in EOSI 311,587.59 --------------- Total Investments 311,587.59 CURRENT & ACCRUED ASSETS Cash 208,041.65 Working Funds/Travel Advances 267,901.15 Special Deposits 337,893.23 Temporary Cash Investments 15,102,796.45 Accounts Receivable 71,226.61 Accounts Receivable - Associate Companies 9,520,411.09 Notes Receivable 2,052,590.54 Accrued Interest 7,818.96 Prepayments and Other 399,719.39 --------------- Total Current and Accrued Assets 27,968,399.07 DEFERRED DEBITS Accumulated Deferred Income Tax-Fed & State 16,522,156.84 Miscellaneous Deferred Debits (4,055,740.47) --------------- Total Deferred Debits 12,466,416.37 Total Assets $ 45,522,059.93 =============== These are interim financial statements prepared without notes. ENTERGY ENTERPRISES, INC. BALANCE SHEET AS OF JUNE 30, 1999 (UNAUDITED) CAPITAL Common Stock $57,400,000.00 Additional Paid-in Capital 20,000,000.00 Miscellaneous Paid-in Capital 173,000,000.00 Retained Earnings (230,727,777.69) --------------- Total Capital 19,672,222.31 LIABILITIES CURRENT & ACCRUED LIABILITIES Accounts Payable 4,419,639.26 Accounts Payable to Associate Companies 11,653,399.02 Taxes Accrued (9,175,114.15) Miscellaneous Current & Accrued Liabilities 3,678,876.41 --------------- Total Current & Accrued Liabilities 10,576,800.54 LONG TERM LIABILITIES Advances from Associate Company - Entergy Corp. 14,500,000.00 --------------- Total Long Term Liabilities 14,500,000.00 DEFERRED CREDITS Other Deferred Credits 773,037.08 --------------- Total Deferred Credits 773,037.08 --------------- Total Liabilities 25,849,837.62 --------------- Total Capital & Liabilities $ 45,522,059.93 =============== These are interim financial statements prepared without notes. ENTERGY ENTERPRISES, INC. INCOME STATEMENT THREE MONTHS ENDED JUNE 30, 1998 (UNAUDITED) REVENUE Services Rendered Non-Associates $ 12,600.00 Services Rendered Associates 13,679,665.81 Interest Income 260,683.85 --------------- Total Revenue 13,952,949.66 EXPENSES Operation & Maintenance Expense Operation Expenses 75,559.80 Maintenance Expenses 12,861.16 --------------- Total Operation & Maintenance Expenses 88,420.96 General & Administration Expenses Salaries, Wages and Benefits 9,233,754.03 Outside Services 10,995,325.26 Rent 806,353.40 Administrative and General 7,751,069.91 Active Development Credit (891,147.77) --------------- Total Administrative and General Expense 27,895,354.83 Taxes Other Than Income 272,335.88 Depreciation and Amortization 499,663.59 Miscellaneous Expenses 4,288.18 --------------- Total Expenses 28,760,063.44 Interest Expense 1.07 --------------- Income (Loss) Before Income Taxes (14,807,114.85) Income Taxes - (Benefit) (3,346,867.41) Provision for Deferred Income Taxes (109,075.94) --------------- Total Income Taxes (3,455,943.35) --------------- Net Income (Loss) $(11,351,171.50) =============== These are interim financial statements prepared without notes. -----END PRIVACY-ENHANCED MESSAGE-----