UNITED STATES

 

 

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

 

 

FORM U-9C-3

 

 

 

 

 

QUARTERLY REPORT PURSUANT TO RULE 58

For the Quarterly Period Ended March 31, 2003

 

 

 

 

 

 

 

 

ENTERGY CORPORATION
(a Delaware corporation)
639 Loyola Avenue
New Orleans, Louisiana 70113
Telephone (504) 576-4000
__________________________________________________________________

(Name of registered holding company and address of principal executive offices)

 

ITEM 1 - ORGANIZATION CHART

Name of reporting company

Energy or gas
related company


Date of
organization


State of
organization

Percentage of
voting
securities held

 

Nature of business
           

Entergy Holdings, LLC (EHLLC)

Energy related business

November 3, 1997

Delaware

a 100%
owned subsidiary of Entergy Corporation

Holding company investing in miscellaneous energy related companies.
           

Entergy Thermal, LLC (Entergy Thermal)

Energy related business

January 28, 1999

Delaware

a 100%
owned subsidiary of EHLLC

Production, sale, and distribution of thermal energy products.
           

Entergy Power Holdings USA Corporation (EPH)

Energy related business

February 25, 1999

Delaware

a 100%
owned subsidiary of Entergy Corporation

Holding company investing in qualifying facilities.
           

Entergy Power RS LLC
(EPRS)

Energy related business

February 25, 1999

Delaware

a 100% owned subsidiary of Entergy Power RS Holding Company, LLC

Holding company investing in qualifying facilities.
           

RS Cogen, LLC (RS Cogen)

Energy related business

March 25, 1999

Louisiana

a 50% member interest

Ownership and operation of qualifying facilities

TLG Services, Inc. (TLG)

Energy related business

December 30, 1986

Connecticut

a 100%
owned subsidiary of Entergy Nuclear, Inc. (ENI)

Provide field services for the decommissioning of fossil and nuclear plants.
           

Entergy Solutions Ltd. (ESLTD)

Energy related business

August 30, 2000

Texas

a 1% general partner interest held by Entergy Retail Texas, Inc. (ERTI)

Provide competitive energy service and electric sales.
           

ITEM 1 - ORGANIZATION CHART - Continued


Name of reporting company


Energy or gas related company



Date of
organization



State of organization

Percentage
of voting
securities  held



Nature of business
           

Entergy-Koch Trading, LP (EKTLP)

Energy related business

January 25, 2001

Delaware

a 0.5% general partner interest indirectly held by Entergy Power International Holding Corp.

Energy marketing and brokering.

EWO GP LLC (EWOGP)

Energy related business

October 30, 2000

Delaware

a 100% owned subsidiary of EWO Marketing Holding, LLC

Holding company investing in energy commodity brokering and related services.

EWO Marketing, LP (EWOM)

Energy related business

October 30, 2000

Delaware

a 1% general partner interest held by EWOGP

Energy marketing and brokering.

Entergy Solutions Select Ltd. (ESOLS)

Energy related business

March 2, 2001

Texas

a 1% general partner interest held by Entergy Select LLC (ESELE)

Price-to-Beat retail electric provider.

Entergy Solutions Essentials Ltd. (ESSEN)

Energy related business

June 4, 2001

Texas

a 1% general partner interest held by ESELE

Provider of Last Resort retail electric provider.

Entergy Thermal-UNO, LLC
(Entergy Thermal-UNO)

Energy related business

July 16, 2001

Delaware

a 100%
owned subsidiary of Entergy Corporation

Production, sale, and distribution of thermal energy products.

Entergy Nuclear PFS, Inc. (ENPFS)

Energy related business

February 15, 2002

Delaware

a 100% owned subsidiary of ENI

Holding company for investment in Private Fuel Storage, LLC.

ITEM 1 - ORGANIZATION CHART - Concluded


Name of reporting company

Energy or gas
related company



Date of
organization



State of organization

Percentage of voting
securities held

 

Nature of business

Private Fuel Storage LLC (Private Fuel Storage)

Energy related business

February 21, 2002

Delaware

a 9.9% Class A member interest held by ENPFS

Development of a spent nuclear fuel storage facility.

           

Tradespark

Energy related business

-

Delaware

Non-voting securities only

Electronic commodity marketplace for North America wholesale transactions in energy-related physical and financial products.

Entergy Solutions Supply Ltd. (ESSLT)

Energy related business

August 30, 2000

Texas

a 1% general partner interest held by ERTI

Provider of wholesale energy and energy supply acquisition services to retail electric providers.

Entergy Nuclear Environmental Services, LLC
(ENES)

Energy related business

December 10, 2002

Delaware

a 100% owned subsidiary of ENI

Formed to provide environmental remediation services for nuclear facilities.

SOURCEONE, INC.
(SOURCEONE)

Energy related business

February 16, 2000

Delaware

a 14.2% voting interest, consisting of Series A preferred stock held by Entergy Ventures Holding Company, Inc. (EVHCI)

Energy management services.

EHLLC Activities

During the quarterly period ended March 31, 2003, EHLLC acted as a holding company engaged in investment in energy related companies consistent with Rule 58.

 

Entergy Thermal Activities

During the quarterly period ended March 31, 2003, Entergy Thermal owned and operated a district cooling and heating system in New Orleans, Louisiana.

EPH Activities

During the quarterly period ended March 31, 2003, EPH acted as a holding company with respect to Entergy's investments in "qualifying facilities" (QFs) under the Public Utility Regulatory Policies Act of 1978 (PURPA).

EPRS Activities

During the quarterly period ended March 31, 2003, EPRS engaged in the ownership of a 50% interest in RS Cogen.

RS Cogen Activities

During the quarterly period ended March 31, 2003, RS Cogen owned and operated a 425 MW cogeneration facility in Louisiana, constituting a QF under PURPA.

TLG Activities

During the quarterly period ended March 31, 2003, TLG provided cost estimates and field services for the decommissioning of fossil and nuclear plants as well as technical expertise related to environmental testing and remediation.

ESLTD Activities

During the quarterly period ended March 31, 2003, ESLTD engaged in the purchasing of power on the ERCOT imbalance market for its Texas customers.

EKTLP Activities

During the quarterly period ended March 31, 2003, EKTLP engaged in the business of brokering and marketing of energy commodities, including but not limited to electricity, natural or manufactured gas, and other combustible fuels. These services were provided to electric utilities, power marketers, electric and municipal cooperatives, and various other customers.

EWOGP Activities

During the quarterly period ended March 31, 2003, EWOGP acted as a holding company for investing in energy commodity brokering and related services.

EWOM Activities

During the quarterly period ended March 31, 2003, EWOM engaged in the business of managing the power produced by electric generation assets of affiliates and third-party customers as well as fulfilling the electric energy needs of third-party customers under long-term contracts. The third-party customers are principally electric utilities and municipal cooperatives.

ESOLS Activities

During the quarterly period ended March 31, 2003, ESOLS was in its formative stage and in the future intends to engage in providing price-to-beat energy service and electric sales.

ESSEN Activities

During the quarterly period ended March 31, 2003, ESSEN was in its formative stage and in the future intends to engage in providing energy service and electric sales as the provider of last resort.

 

Entergy Thermal-UNO Activities

During the quarterly period ended March 31, 2003, Entergy Thermal-UNO was in its formative state and in the future intends to engage in the production, sale, and distribution of thermal energy products at the University of New Orleans.

ENPFS Activities

During the quarterly period ended March 31, 2003, ENPFS acted as a holding company for Entergy's 12.9% member interest in Private Fuel Storage (including a 9.9% Class A member interest with voting rights).

Private Fuel Storage Activities

During the quarterly period ended March 31, 2003, Private Fuel Storage continued efforts relating to obtaining a Nuclear Regulatory Commission license for a proposed spent nuclear fuel storage facility.

Tradespark Activities

During the quarterly period ended March 31, 2003, Tradespark operated as an electronic commodity marketplace for North America wholesale transactions in energy-related physical and financial products.

ESSLT Activities

During the quarterly period ended March 31, 2003, ESSLT provided energy supply acquisition services to retail electric providers.

ENES Activities

During the quarterly period ended March 31, 2003, ENES was in its formative stage and in the future intends to provide environmental remediation services for nuclear facilities.

SOURCEONE Activites

During the quarterly period ended March 31, 2003, SOURCEONE provided energy management services.

ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS

Company issuing security

Type of security issued

Principal amount of security


Issue or renewal


Cost of
capital

Person to whom security was issued

Collateral given with security

Consideration received for each security

RS Cogen 1

Member Interest

N/A

Issue

N/A

EPRS

N/A

$500

RS Cogen 1

Member Interest

N/A

Issue

N/A

PPG Industries (PPG)

N/A

$500

RS Cogen

Senior Credit Agreement

$163,551,320

Issue

3-month LIBOR rate plus 1.375% (currently 2.755%)

A consortium of nine banks lead by Societe Generale Bank

RS Cogen plant and other assets of RS Cogen

$163,551,320

ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS - Continued



Company issuing security


Type of security issued


Principal amount of security



Issue or renewal



Cost of
capital

Person to whom security was issued


Collateral given with security


Consideration received for
 each security

RS Cogen

Senior Credit Agreement

$75,000,000

Issue

8.73%

Teachers Insurance and Annuity Association

RS Cogen plant and other assets of RS Cogen

$75,000,000

RS Cogen

Subordinate Debt

$32,533,760

Issue

3-month LIBOR rate plus 4.5% (currently 5.88%)

The Royal Bank of Scotland

RS Cogen plant and other assets of RS Cogen

$32,533,760

SOURCEONE

230,415 Shares of Series A Preferred Stock

N/A

Issue

N/A

EVHCI

N/A

$2.17 per share ($500,000 in the aggregate)

Company contributing capital

Company receiving capital

Amount of capital contribution

PPG

RS Cogen

$ 160,000 2

EPRS

RS Cogen

$ 15,102,500 3

PPG

RS Cogen

$ 9,942,500 3

PPG

RS Cogen

$ 5,000,000 3

Entergy Retail Holding Company (ERHC)

ESLTD

$ 297,000

ERHC

ESSLT

$ 5,049,000

ERTI

ESLTD

$ 3,000

ERTI

ESSLT

$ 51,000

Entergy PTB Holding Company

ESOLS

$ 2,970,000

ESELE

ESOLS

$ 30,000

Entergy Corporation

EHLLC

$ 1,597,000

 

ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS - Concluded

Company contributing capital

Company receiving capital

Amount of capital contribution

EHLLC

Entergy Thermal

$ 1,469,000

Entergy Business Solutions, LLC (EBS)

EHLLC

$ 1,694,594

ENI

ENPFS

$ 2,000

ENPFS

Private Fuel Storage

$ 7,864
     

ITEM 3 - ASSOCIATE TRANSACTIONS

Part I - Transactions Performed by Reporting Companies on Behalf of Associate Companies

Reporting company rendering services

Associate company receiving services


Types of services rendered



Direct costs charged


Indirect costs charged



Cost of capital


Total amount billed
             

ESSLT

ESLTD

Energy supply acquisition services

$ 1,225,304

$ -0-

N/A

$ 1,225,304
             

ESSLT

ESOLS

Same as above

$ 2,794,485

$ -0-

N/A

$ 2,794,485
             

EKTLP

EWOM

Energy commodity marketing services

$ 686,342

$ -0-

N/A

$ 686,342
             

EKTLP

EWOM

Professional services and back office support

$ 223,486

$ -0-

N/A

$ 223,486
             

EKTLP

Entergy-Koch Trading Ltd. (UK)

Same as above

$ 53,551

$ -0-

N/A

$ 53,551
             

SOURCEONE

ENI

Energy management services

$ 15,000

$ -0-

N/A

$ 15,000
             

Part II - Transactions Performed by Associate Companies on Behalf of Reporting Companies

Associate company rendering services

Reporting company receiving services


Types of services rendered



Direct costs charged


Indirect costs charged

 

Cost of capital


Total amount billed

           

Entergy Enterprises, Inc.

(EEI) 4

RS Cogen

Professional services and back office support

$ 140,875

$ -0-

N/A

$ 140,875
             

EEI

EWOM

Same as above

$ 157,527

$ -0-

N/A

$ 157,527

           

EEI

EHLLC

Same as above

$ 50,735

$ -0-

N/A

$ 50,735
             

EEI

Entergy Thermal

Same as above

$ 232,732

$ -0-

N/A

$ 232,732
             

EEI

EBS

Same as above

$ 199,253

$ -0-

N/A

$ 199,253
             

EEI

ESOLS

Same as above

$ 493,996

$ -0-

N/A

$ 493,996
             

EEI

ESSEN

Same as above

$ 7,025

$ -0-

N/A

$ 7,025
             

EEI

ESSLT

Same as above

$ 1,140

$ -0-

N/A

$ 1,140
             

EEI

ESLTD

Same as above

$ 601,092

$ -0-

N/A

$ 601,092
             

EEI

EPRS

Same as above

$ 280,105

$ -0-

N/A

$ 280,105
             

EEI

TLG

Same as above

$ 73,566

$ -0-

N/A

$ 73,566
             

Entergy Solutions Management Services LLC (ESLMS)

ESLTD

Same as above

$ 402,051

$ -0-

N/A

$ 402,051
             

ESLMS

ESOLS

Same as above

$ 826,569

$ -0-

N/A

$ 826,569
             

ESLMS

Entergy Thermal

Same as above

$ 497

$ -0-

N/A

$ 497
             

ERTI

ESLTD

Same as above

$ 5

$ -0-

N/A

$ 5
             

ERTI

ESOLS

Same as above

$ 885

$ -0-

N/A

$ 885
             

Part II - Transactions Performed by Associate Companies on Behalf of Reporting Companies - Concluded

Associate company rendering services

Reporting company receiving services



Types of services rendered


Direct
costs charged


Indirect costs charged



Cost of capital


Total
amount billed
             

Entergy-Koch LP

EKTLP

Same as above

$ 865,530

$ -0-

N/A

$ 865,530
             

ENI

TLG

O&M Services relating to decommissioning of nuclear electric generating facilities

$ 134,155

$ -0-

N/A

$ 134,155
             

Entergy Nuclear Operations, Inc.

TLG

O&M Services related to operation, maintenance, and decommissioning of nuclear electric generating facilities

$ 126,781

$ -0-

N/A

$ 126,781
             

ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT
     

Investments in energy-related companies:

    

   Total consolidated capitalization as of March 31, 2003

$17,002,062,000

Line 1

   Total capitalization multiplied by 15% (line 1 multiplied by 0.15)

2,550,309,300

Line 2

   Greater of $50 million or line 2

2,550,309,300

Line 3
     

   Total current aggregate investment:

    

      Energy marketing and brokering (ESLTD, EKTLP, EWOGP,
         EWOM, ESOLS, ESSEN, Tradespark, and ESSLT)

433,362,540

  

      Energy related technical and similar services (EHLLC, Entergy
         Thermal, Entergy Thermal - UNO, TLG, and ENES)

58,857,942

  

      Development and ownership of QFs (EPH, EPRS, and RS Cogen)

245,951,468

  

     Ownership, operation, and servicing of fuel procurement,
         transportation, handling, and storage facilities (ENPFS and Private
         Fuel Storage)

752,000

  

     Energy management services (SOURCEONE)

996,084

  

         Total current aggregate investment

739,920,034

Line 4
     

Difference between the greater of $50 million or 15% of capitalization and the total aggregate investment of the registered holding company system (line 3 less line 4)

 

$1,810,389,266

 

Line 5

 

ITEM 5 - OTHER INVESTMENTS

Major line of energy-related business

Other investment in last U-9C-3 report

Other investment in this U-9C-3 report

Reason for difference in other investment

N/A

-0-

-0-

N/A

 

ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS

  1. Financial Statements

          Filed under confidential treatment pursuant to Rule 104(b).

B. Exhibits

    1. Certificate of filing of Form U-9C-3 for the 4th Quarter of 2002 with interested state commissions and municipal regulator.

 

SIGNATURE

 

Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 

Entergy Corporation

 
 

By:              /s/ Nathan E. Langston
 

Nathan E. Langston
Senior Vice President and Chief Accounting Officer
   
   

Dated: May 30, 2003