UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form U-5S
ANNUAL REPORT
For the year ended December 31, 2002
Filed pursuant to the Public Utility Holding Company Act of 1935
by
CenterPoint Energy, Inc.
1111 Louisiana
Houston, Texas 70002
Utility Holding, LLC
200 West Ninth Street Plaza
Suite 411
Wilmington, Delaware 19801
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2002
See Exhibit F-1 attached hereto for the information required by this Item for
CenterPoint Energy, Inc. ("CenterPoint") and its subsidiaries.
ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS
None.
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES
All transactions have been reported in certificates filed pursuant to Rule 24.
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES
None, other than short-term debt.
2
ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES
Description Number of % of Nature Owner's Book Value
Investor Investee of Security Shares Voting Power of Business (in millions)
-------- -------- ----------- ------ ------------ ----------- -------------
Reliant Energy AOL-Time Warner Common 21,640,246 0.5% media and $284
Investment Management entertainment
CenterPoint Energy Pantellos Corporation Common 191,950 1.9% supply chain
Houston Electric, LLC services for utility
and energy
industries
ITEM 6. OFFICERS AND DIRECTORS - PART I.
The positions of officers and directors of system companies as of December 31,
2002 were as follows (see below for position and address key codes):
CNP
TRANSITION
DIRECTORS AND CENTERPOINT UTILITY CNP FUNDING CNP HOUSTON BOND
OFFICERS ENERGY, INC. HOLDING, LLC COMPANY ELECTRIC, LLC COMPANY
Milton Carroll (1) D, COB
John T. Cater (1) D
O. Holcombe Crosswell (1) D
Robert J. Cruikshank (1) D
T. Milton Honea (1) D
Thomas F. Madison (1) D
David M. McClanahan (1) D, P, CEO D, C, P M, C
Michael E. Shannon (1) D
Scott E. Rozzell (1) EVP, GC, S VP, S EVP, GC, S EVP, GC, S
3
Stephen C. Schaeffer (1) EVP, GP
Gary L. Whitlock (1) EVP, CFO VP EVP, CFO M, P
James S. Brian (1) SVP, CAO SVP, CAO M, SVP, CAO
Johnny L. Blau (1) SVP
Preston Johnson, Jr. (1) SVP
Ianne H. McCrea (1) SVP, CIO
Thomas R. Standish (1) P
David G. Tees (1) SVP
Bernard J. Angelo (10) M
Patricia F. Genzel (2) M, P, S
Andrew L. Stidd (10) M
Jeff W. Bonham (1) VP
Rick L. Campbell (1) VP
Walter L. Fitzgerald (1) VP, CO VP, C
Patricia F. Graham (1) VP
John C. Houston (1) VP
Marc Kilbride (1) VP, T VP, T VP, T M, VP, T
Floyd J. LeBlanc (1) VP
Joseph A. Lopez (1) VP
Andi J. McCormac (1) VP
Joseph B. McGoldrick (1) VP
Doyle W. McQuillon (1) VP, GM
Sharon Michael-Owens (1) VP
H. Wayne Roesler (1) VP
Steven H. Schuler (1) VP
Rufus S. Scott (1) VP, DGC, AS VP, AS VP, DGC, AS VP, DGC, AS
Jim F. Schaefer (1) VP, GM
Allan E. Schoeneberg (1) VP
Charles A. Smith (1) VP, AS
C. Dean Woods (1) VP
Richard B. Dauphin (1) AS AS AS AS
Gretchen H. Denum (1) AS
Linda Geiger (1) AT AT AT AT
4
HI FINANCECO RE FINANCECO RE FINANCECO RE FINANCECO IV
DIRECTORS AND OFFICERS GP, LLC II GP, LLC III GP, LLC GP, LLC
David M. McClanahan (1) P P P P
Scott E. Rozzell (1) EVP, S EVP, S VP, S VP, S
Gary L. Whitlock (1) EVP, CFO EVP, CFO VP, CFO
James S. Brian (1) SVP, CAO SVP, CAO VP, CAO
Marc Kilbride (1) M, VP, T M, VP, T M, VP, T M, VP, T
Rufus S. Scott (1) VP, AS VP, AS VP, AS VP, AS
Richard B. Dauphin (1) AS AS AS AS
Linda Geiger (1) AT AT AT AT
CNP CNP INVESTMENT CNP CNP THERMAL
ENERGY, INC. MANAGEMENT, MANAGEMENT CNP DISTRICT SYSTEMS
DIRECTORS AND OFFICERS (DE) INC. SERVICES, INC. COOLING, LLC (DELAWARE), INC.
David M. McClanahan (1) D D, C D, C
Scott E. Rozzell (1) VP, S VP, S
Gary L. Whitlock (1) VP VP
David G. Barker (1) P D, P
Patricia F. Genzel (2) D, P, S D, P, S
Mike W. Watters (1) D D
Raymond C. Ehmer (1) VP VP
Marc Kilbride (1) VP, T VP, T
Kamini D. Patel (2) VP, AS VP, AS
Richard B. Dauphin (1) AS AS
Linda Geiger (1) AT AT
CNP POWER CNP PRODUCTS, CNP PROPERTIES,
DIRECTORS AND OFFICERS SYSTEMS, INC. INC. INC. CNP TEGCO, INC.
David M. McClanahan (1) C D, P D, C, P D, P
Scott E. Rozzell (1) VP, S VP, S VP, S VP, S
Stephen C. Schaeffer (1) D, VP
Gary L. Whitlock (1) VP
James S. Brian (1)
Marc Kilbride (1) VP, T VP, T D, VP, T VP, T
Allan E. Schoeneberg (1) VP
5
Rufus S. Scott (1) VP, AS VP, AS VP, AS
Richard Snyder (1) P, COO
Richard B. Dauphin (1) AS AS AS AS
Linda Geiger (1) AT AT AT AT
HL&P RECEIVABLES, NORAM ENERGY
DIRECTORS AND OFFICERS INC. CORP. RE WATER, INC.
David M. McClanahan (1) P P P
Scott E. Rozzell (1) VP, S VP, S VP, S
James S. Brian (1) D, VP D, VP
Marc Kilbride (1) VP, T VP, T VP, T
Rufus S. Scott (1) VP, S VP, AS
Richard B. Dauphin (1) AS AS AS
Linda Geiger (1) AT AT AT
TEXAS GENCO TEXAS GENCO TEXAS GENCO UTILITY RAIL UFI SERVICES,
DIRECTORS AND OFFICERS HOLDINGS, INC. GP, LLC LP, LLC SERVICES, INC. INC.
J. Evans Attwell (1) D
Donald R. Campbell (1) D
Robert J. Cruikshank (1) D
Patricia A. Hemingway Hall (1) D
David M. McClanahan (1) D, COB C, P C, P
Scott E. Rozzell (1) D, EVP, GC, S EVP, GC, S VP, S VP, S
David G. Tees (1) D, P, CEO M, P
Gary L. Whitlock (1) D, EVP, CFO EVP, CFO
James S. Brian (1) SVP, CAO SVP, CAO D, VP D, VP
Patricia F. Genzel (2) M, P, S
Walter L. Fitzgerald (1) VP, C
Marc Kilbride (1) VP, T VP, T VP, T VP, T
Joseph B. McGoldrick (1) VP
Michael A. Reed (1) VP VP
Rufus S. Scott (1) VP, DGC, AS VP, DGC, AS VP, AS VP, AS
Jerome D. Svatek (1) VP
Richard B. Dauphin (1) AS AS AS AS
Linda Geiger (1) AT AT AT AT
6
ARKANSAS
CNP ALG GAS ALLIED LOUISIANA ARKLA ARKLA
RESOURCES, SUPPLY MATERIALS FINANCE INDUSTRIES, PRODUCTS
DIRECTORS AND OFFICERS CORP. COMPANY CORPORATION CORPORATION INC. COMPANY
David M. McClanahan (1) D, C, P, CEO D, C, CEO D, P
Scott E. Rozzell (1) EVP, GC, S VP, S VP, S VP, S VP, S EVP, S
Stephen C. Schaeffer (1) EVP, GP
Gary L. Whitlock (1) EVP, CFO D, VP D, VP
James S. Brian (1) SVP, CAO D, VP D, VP D, VP D
Preston Johnson, Jr. (1) SVP
Kathleen Gardner Alexander (5) AS D, VP, GC VP, AS D
Constantine S. Liollio (1) D, P D, P D, P
Jerry W. Plant (4) D, P
Wayne D. Stinnett, Jr. (1) D, VP
Walter L. Fitzgerald (1) VP, CO
Marc Kilbride (1) VP, T VP, T VP, T VP, T VP, T VP, T
Rufus S. Scott (1) VP, DGC, AS VP, AS VP, AS VP, AS VP, AS
Brenda A. Bjorklund (8) AS
Richard B. Dauphin (1) AS AS AS AS AS AS
Daniel O. Hagen (8) AS
George C. Hepburn, III (1) AS VP, AS
Linda Geiger (1) AT AT AT AT AT AT
Michelle Willis (3) AS
CNP FIELD
BLUE JAY CNP CNP CNP FIELD SERVICES CNP GAS CNP GAS
GAS ALTERNATIVE CONSUMER SERVICES, HOLDINGS, PROCESSING, MARKETING
DIRECTORS AND OFFICERS COMPANY FUELS, INC. GROUP, INC. INC. INC. INC. COMPANY
David M. McClanahan (1) D, P D, C
Scott E. Rozzell (1) VP, S VP, S VP, S VP, S VP, S VP, S VP, S
Edwin J. Spiegel (7) SVP
Kevin J. Blase (7) VP
Gary M. Cerny (8) P
7
Walter L. Ferguson (1) D, VP
Hugh G. Maddox (3) D, SVP, COO D, SVP
Benjamin J. Reese (1) VP
Wayne D. Stinnett, Jr. (1) D, VP D, P
Cyril J. Zebot (1) D, VP D, VP
Marc Kilbride (1) VP, T VP, T VP, T VP, T VP, T VP, T VP, T
Andrea L. Newman (8) VP
Rufus S. Scott (1) VP, AS VP, AS VP, AS VP, AS VP, AS VP, AS
Brenda A. Bjorklund (8) AS
Richard B. Dauphin (1) AS AS AS AS AS AS AS
George C. Hepburn, III (1) VP, AS
Linda Geiger (1) AT AT AT AT AT AT AT
Michelle Willis (3) AS AS
CNP - ILLINOIS
CNP GAS CNP GAS CNP GAS GAS
RECEIVABLES, RESOURCES, TRANSMISSION CNP HUB TRANSMISSION
DIRECTORS AND OFFICERS LLC CORP. COMPANY SERVICES, INC. COMPANY
David M. McClanahan (1) D, CH D, P
Scott E. Rozzell (1) EVP, GC, S VP, S VP, S VP, S VP, S
Gary L. Whitlock (1) M, P
James S. Brian (1) SVP, CAO
Frank B. Bilotta (9) IM
Walter L. Ferguson (1) D, VP D, VP
Constantine S. Liollio (1) VP
Benjamin J. Reese (1) VP
Wayne D. Stinnett, Jr. (1) D, P
Cyril J. Zebot (1) VP D, VP VP
Walter L. Fitzgerald (1) VP, CO
Robert C. Hausler (1) VP
Marc Kilbride (1) M, VP, T VP, T VP, T VP, T VP, T
Rufus S. Scott (1) VP, DGC, AS VP, AS VP, AS VP, AS
Robert A. Trost (7) VP
Richard B. Dauphin (1) AS AS AS AS AS
8
George C. Hepburn, III (1) VP, AS
Linda Geiger (1) AT AT AT AT AT
Michelle Willis (3) AS
CNP
INTRASTATE PINE PIPELINE CNP CNP RETAIL
HOLDINGS, ACQUISITION MARKETING, INTERESTS, CNP - MRT CNP MRT
DIRECTORS AND OFFICERS LLC COMPANY INC. INC. CORPORATION HOLDINGS, INC.
David M. McClanahan (1) D, P
Scott E. Rozzell (1) VP, S VP, S VP, S VP, S VP, S
Walter L. Ferguson (1) D, VP
Benjamin J. Reese (1) VP
Wayne D. Stinnett, Jr. (1) D, P D, P
Cyril J. Zebot (1) M, VP M, VP VP D, P
Marc Kilbride (1) VP, T VP, T VP, T VP, T VP, T
Rufus S. Scott (1) VP, AS VP, AS VP, AS VP, AS VP, AS
Robert A. Trost (7) VP
Richard B. Dauphin (1) AS AS AS AS AS
Linda Geiger (1) AT AT AT AT AT
Michelle Willis (3) AS
Sylvia Z. Zuroweste (7) AS
CNP MRT CNP TRADING &
SERVICES CNP PIPELINE TRANSPORTATION
DIRECTORS AND OFFICERS COMPANY SERVICES, INC. CNP OQ, LLC GROUP, INC.
David M. McClanahan (1) D, P
Scott E. Rozzell (1) VP, S VP, S VP, S VP, S
Walter L. Ferguson (1) D, VP D, VP
Cyril J. Zebot (1) VP
Marc Kilbride (1) VP, T VP, T VP, T VP, T
Rufus S. Scott (1) VP, AS VP, AS VP, AS VP, AS
Robert A. Trost (7) D, VP, GM
Richard B. Dauphin (1) AS AS AS AS
Linda Geiger (1) AT AT AT AT
9
Michelle Willis (3) AS
Sylvia Z. Zuroweste (7) AS
LOUISIANA UNIT
ENTEX GAS ENTEX OIL & INDUSTRIAL GAS
MARKETING ENTEX NGV, GAS GAS SUPPLY TRANSMISSION
DIRECTORS AND OFFICERS COMPANY INC. COMPANY CORPORATION INTEX, INC. COMPANY
David M. McClanahan (1) D, C, P D, P C, P D D
Scott E. Rozzell (1) VP, S VP, S VP, S VP, S VP, S VP, S
Benjamin J. Reese (1) VP VP VP VP
Wayne D. Stinnett, Jr. (1) D, SVP D, VP D, SVP D, C, P D, P D, C, P
Marc Kilbride (1) VP, T VP, T VP, T VP, T VP, T VP, T
Rufus S. Scott (1) VP, AS VP, AS VP, AS VP, AS
Richard B. Dauphin (1) AS AS AS AS AS AS
George C. Hepburn, III (1) VP, AS VP, GC, AS
Linda Geiger (1) AT AT AT AT AT AT
10
MINNESOTA NORAM
INTRASTATE NATIONAL UTILITY RE FUNDS UNIT GAS UNITED GAS,
PIPELINE FURNACE SERVICES, MANAGEMENT, TRANSMISSION INC.
DIRECTORS AND OFFICERS COMPANY COMPANY INC. INC. COMPANY
David M. McClanahan (1) D, C D, P D D, P
Scott E. Rozzell (1) VP, S VP, S VP, S EVP, S VP, S VP, S
Benjamin J. Reese (1) VP
Wayne D. Stinnett, Jr. (1) D, C, P
James S. Brian (1) D
Kathleen Gardner Alexander (5) D, VP, AS
Gary M. Cerny (8) D, P
Kenneth Clowes D, P
Phillip R. Hammond (8) D, VP
Constantine S. Liollio (1) D, P
Marc Kilbride (1) VP, T VP, T VP, T VP, T VP, T VP, T
Rufus S. Scott (1) VP, AS VP, AS VP, AS VP, AS VP, AS
Brenda A. Bjorklund (8) AS
Richard B. Dauphin (1) AS AS AS AS AS AS
George C. Hepburn, III (1) VP, AS
Linda Geiger (1) AT AT AT AT AT AT
CNP CNP RE EL RE EL
INTERNATIONAL, INTERNATIONAL SALVADOR, INTERNATIONAL II, HIE FORD HEIGHTS,
DIRECTORS AND OFFICERS INC. HOLDINGS, LLC S.A. DE C.V. INC. INC.
David M. McClanahan (1) D, C, P
Joseph B. McGoldrick (1) VP M, VP D, VP D, VP
Scott E. Rozzell (1) EVP, S VP, S VP, S VP, S
Gary L. Whitlock (1) D, EVP P P P
Marc Kilbride (1) VP, T VP, T D VP, T VP, T
Steven H. Schuler (1) VP VP VP
Rufus S. Scott (1) VP, AS VP, AS VP, AS VP, AS
Richard B. Dauphin (1) AS AS AS AS
Linda Geiger (1) AT AT AT AT
11
HIE RE RE RAIN CNP CNP
FULTON, INDIA, RAIN, CALCINING INTERNATIONAL LIGHT, HI ENERGY
DIRECTORS AND OFFICERS INC. INC. INC. LIMITED SERVICES, INC. INC. HOLDINGS I B.V.
Joseph B. McGoldrick (1) D, VP D, VP D, VP D, VP D, VP D
Scott E. Rozzell (1) VP, S VP, S VP, S
Gary L. Whitlock (1) P P P
Marc Kilbride (1) VP, T VP, T VP, T VP, T VP, T
Steven H. Schuler (1) VP D, VP D, VP D VP D, VP
Rufus S. Scott (1) VP, AS VP, AS
Douglas H. Darrow (1) D D D
Richard B. Dauphin (1) AS AS AS AS AS
Linda Geiger (1) AT AT AT AT AT
RE WORLDWIDE
RE RE HIE BRASIL RE BRAZIL RE RE VENUS ELECTRIC
DIRECTORS AND BRASIL, BRAZIL RIO SUL INTERNATIONAL TIETE COLOMBIA OUTSOURCE GENERATION HOLDINGS
OFFICERS LTDA. LTD. LTDA. BRASIL LTDA. LTD LTDA. LTD. EL SALVADOR B.V.
Steven H. Schuler (1) DM D DM DM D D D D
A. POSITIONS CODES
ADT Administrative Trustee
AS Assistant Secretary
AT Assistant Treasurer
C Chairman
CAO Chief Accounting Officer
CEO Chief Executive Officer
CFO Chief Financial Officer
CIO Chief Information Officer
CO Controller
COB Chairman of the Board
COO Chief Operating Officer
D Director
DGC Deputy General Counsel
DM Delegate Member
DTR Delaware Trustee
12
EVP Executive Vice President
GC General Counsel
GM General Manager
GP Group President
IM Independent Manager
M Manager
P President
S Secretary
SVP Senior Vice President
T Treasurer
TR Trustee
VP Vice President
B. ADDRESS CODES
1. 1111 Louisiana, Houston, Texas 77002; 2. 200 West Ninth Street Plaza, Suite
411, Wilmington, Delaware 19801; 3. 525 Milam Street, Shreveport, Louisiana
71101; 4. 2301 N. W. 39th Expressway, Suite 200, Oklahoma City, OK 73112; 5. 401
West Capitol Avenue, Suite 102, Little Rock, AR 72201; 6. 700 W. Linden Avenue,
Minneapolis, Minnesota 55403; 7. 9900 Clayton Road, St. Louis, Missouri 63124;
8. 800 LaSalle, Minneapolis, Minnesota 55402; 9. 114 West 47th Street, Suite
1715, New York, New York 10036; 10. 400 West Main Street, Suite 338, Babylon,
New York 11702; 11. Avenida Paulista, 1499, 12 ander, sala P, Sao Paulo, Brasil
01311-928; 12. Koningslaan 34, 1075 AD, Amsterdam, The Netherlands; 13. 6-3-57
1/2, 2nd Floor, "Rockvista" Rockdale Estate, Somajiguda, Hyderabad - 500 082,
India; 14. 3a Calle Poniente, Numero 3689, Col. Escalon, San Salvador, El
Salvador; 15. P.O. Box 309, George Town, Grand Cayman, Cayman Islands, BWI; 16.
Av. Dr. Chucri Zaidan No. 920 - 8th Floor, 04583-904, Sao Paulo, SP, Brasil; 17.
3rd Floor, Cerne House, La Chaussee, Port Louis, Republic of Mauritius; 18. Rua
Libero Badaro, 293, 20th Floor, cj. A., Suite 3, Sao Paulo - SP - Brasil; 19.
Schouwburgplein 30-34, 3012 Rotterdam, The Netherlands
13
ITEM 6. OFFICERS AND DIRECTORS - PART II. FINANCIAL CONNECTIONS AS OF DECEMBER
31, 2001
CenterPoint and its subsidiaries have no officers or directors with a financial
connection within the provisions of Section 17(c) of the Act.
ITEM 6. OFFICERS AND DIRECTORS - PART III.
(a) Compensation of Directors and Executive Officers and (e) Participation
in Bonus and Profit-Sharing Arrangements and Other Benefits
For information concerning compensation of directors and executive officers
and participation in bonus and profit-sharing arrangements and other
benefits, refer to the disclosures made in CenterPoint's 2003 Proxy
Statement, pages 4 through 20, which is incorporated herein by reference to
CenterPoint's 2003 Proxy Statement, File No. 001-31447 ("CenterPoint's 2003
Proxy Statement").
(b) Directors' and Executive Officers' Interests in Securities of System
Companies
For information concerning directors' and executive officers' interests in
securities of system companies, refer to the disclosures made in
CenterPoint's 2003 Proxy Statement, pages 6 through 7.
(c) Directors' and Executive Officers' Contracts and Transactions with
System Companies
None.
(d) Directors' and Executive Officers' Indebtedness to System Companies
CenterPoint extended a loan to Mr. Rozzell in the amount of $250,000 in
connection with his initial employment. The loan bears interest at a rate
of 8% and principal and interest are to be forgiven in semi-monthly
installments through February 28, 2006 so long as Mr. Rozzell remains
employed by CenterPoint or one of its subsidiaries as of each relevant
anniversary of his employment date.
In addition, CenterPoint maintains an appliance loan program through which
all employees are allowed to purchase certain appliances on an
interest-free basis, subject to paying a five percent up-front
administrative charge. Although some officers of CenterPoint and its
subsidiaries have loans under this program, no senior or executive officer
has a loan under this program.
14
(f) Directors' and Executive Officers' Rights to Indemnity
The state laws under which each of CenterPoint and its domestic direct and
indirect subsidiaries is incorporated provide broadly for indemnification
of officers and directors against claims and liabilities against them in
their capacities as such. Refer to the disclosures made in the Amended and
Restated Bylaws of CenterPoint, adopted March 26, 2002 (incorporated by
reference to Exhibit 3.2 to CenterPoint Energy's Form 10-K for the year
ended December 31, 2001).
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS
Expenditures, disbursements or payments during the year, in money, goods or
services directly or indirectly to or for the account of:
(1) Any political party, candidate for public office or holder of such office,
or any committee or agent therefor.
CenterPoint and its subsidiaries have established political action committees
and, except for the political action committee established for contributions of
employees in Minnesota, have incurred certain costs in accordance with the
provisions of the Federal Election Campaign Act, for the administration of such
committees. Contributions are made by employees in Minnesota in compliance with
requirements under Minnesota law.
(2) Any citizens group or public relations counsel.
Attached as Exhibit F-2 is a listing of expenditures to citizens groups and
public relations counsel.
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS
Part I.
See Exhibit F-3 and Exhibit F-4 hereto.
Part II. During 2002 no system companies had a contract to purchase services
or goods from any affiliate (other than a system company), or from a
company in which any officer or director of the receiving company is
a partner or owns 5% or more of any class of equity securities.
Part III. No system company employs any other person for the performance on a
continuing basis of management, supervisory or financial advisory
services.
15
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
Parts I and III.
Rain Calcining Limited is the only foreign utility company in the CenterPoint
system and CenterPoint's investment in such company it is in the process of
being divested. There are no exempt wholesale generators in the CenterPoint
system.
Part II.
See Exhibit F-1.
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS
FINANCIAL STATEMENTS
The consolidating financial statements for CenterPoint and its
subsidiaries as of December 31, 2002 will be filed by amendment as Exhibit F-5.
EXHIBITS
EXHIBIT A ANNUAL REPORTS FILED UNDER THE SECURITIES AND EXCHANGE ACT OF 1934
A-1 CenterPoint's Annual Report on Form 10-K for the year ended December
31, 2002 (File No. 1-31447) incorporated by reference herein.
A-2 CenterPoint's 2003 Proxy Statement (File No. 001-31447) incorporated by
reference herein.
A-3 CenterPoint's Annual Report to Shareholders for the year ended December
31, 2002 (filed in connection herewith under cover of Form SE).
EXHIBIT B CHARTERS, ARTICLES OF INCORPORATION, TRUST AGREEMENTS, BY-LAWS AND
OTHER FUNDAMENTAL DOCUMENTS OF ORGANIZATION
The articles, bylaws and other fundamental documents of organization of
CenterPoint are incorporated by reference to CenterPoint's 10-K for the year
ended December 31, 2002:
16
CenterPoint 10-K Exhibit No. Description
---------------------------- -----------
2 Agreement and Plan of Merger, dated as of October 19, 2001, by and among Reliant Energy,
Incorporated, CenterPoint and Reliant Energy MergerCo, Inc.
3(a)(1) Amended and Restated Articles of Incorporation of CenterPoint
3(a)(2) Articles of Amendment to Amended and Restated Articles of Incorporation of CenterPoint
3(b) Amended and Restated Bylaws of CenterPoint Energy
The organizational documents for CenterPoint's subsidiaries are
incorporated by reference to CenterPoint's Joint Registration Statement on Form
U5B (File No. 030-00360):
CenterPoint U5B Exhibit No. Description
--------------------------- -----------
B-2 Organizational documents of Utility Holding, LLC
B-3 Organizational Documents of CenterPoint Energy Houston Electric, LLC
B-4 Organizational Documents of Texas Genco Holdings, Inc.
B-5 Organizational Documents of Texas Genco LP, LLC
B-6 Organizational Documents of Texas Genco GP, LLC
B-7 Organizational Documents of Texas Genco, LP
B-8 Organizational Documents of CenterPoint Energy Resources Corp.
B-9 Organizational Documents of ALG Gas Supply Company
B-10 Organizational Documents of Allied Materials Corporation
17
B-11 Organizational Documents of Arkansas Louisiana Finance Corporation
B-12 Organizational Documents of Arkla Industries Inc.
B-13 Organizational Documents of Arkla Products Company
B-14 Organizational Documents of Blue Jay Gas Company
B-15 Organizational Documents of CenterPoint Energy Alternative Fuels, Inc.
B-16 Organizational Documents of Entex Gas Marketing Company
B-16A Organizational Documents of CenterPoint Energy Gas Receivables, LLC
B-17 Organizational Documents of CenterPoint Energy Gas Resources Corp.
B-18 Organizational Documents of Entex NGV, Inc.
B-19 Organizational Documents of Entex Oil & Gas Company
B-20 Organizational Documents of CenterPoint Energy - Illinois Gas Transmission Company
B-21 Organizational Documents of Industrial Gas Supply Corporation
B-22 Organizational Documents of Intex, Inc.
B-23 Organizational Documents of Louisiana Unit Gas Transmission Company
B-24 Organizational Documents of Minnesota Intrastate Pipeline Company
18
B-25 Organizational Documents of CenterPoint Energy - Mississippi River Transmission Corporation
B-26 Organizational Documents of CenterPoint Energy MRT Holdings, Inc.
B-27 Organizational Documents of CenterPoint Energy MRT Services Company
B-28 Organizational Documents of CenterPoint Energy Gas Marketing Company
B-29 Organizational Documents of National Furnace Company
B-30 Organizational Documents of NorAm Financing I
B-31 Organizational Documents of NorAm Utility Services, Inc.
B-32 Organizational Documents of CenterPoint Energy Consumer Group, Inc.
B-33 Organizational Documents of CenterPoint Energy Field Services, Inc.
B-34 Organizational Documents of CenterPoint Energy Field Services Holdings, Inc.
B-35 Organizational Documents of CenterPoint Energy Gas Processing, Inc.
B-36 Organizational Documents of Reliant Energy Funds Management, Inc.
B-37 Organizational Documents of CenterPoint Energy Gas Transmission Company
19
B-38 Organizational Documents of CenterPoint Energy Hub Services, Inc.
B-39 Organizational Documents of CenterPoint Energy Intrastate Holdings, LLC
B-40 Organizational Documents of Pine Pipeline Acquisition Company, LLC
B-41 Organizational Documents of CenterPoint Energy Pipeline Services, Inc.
B-42 Organizational Documents of CenterPoint Energy OQ, LLC
B-43 Organizational Documents of CenterPoint Energy Marketing, Inc.
B-44 Organizational Documents of CenterPoint Energy Retail Interests, Inc.
B-45 Organizational Documents of CenterPoint Energy Trading and Transportation Group, Inc.
B-46 Organizational Documents of Unit Gas Transmission Company
B-47 Organizational Documents of United Gas, Inc.
B-48 Organizational Documents of HL&P Capital Trust I
B-49 Organizational Documents of HL&P Capital Trust II
B-50 Organizational Documents of HL&P Receivables, Inc.
B-51 Organizational Documents of Houston Industries Energy (UK), Inc.
B-52 Organizational Documents of Houston Industries FinanceCo GP, LLC
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B-53 Organizational Documents of Houston Industries FinanceCo LP
B-54 Organizational Documents of CenterPoint Energy Funding Company
B-55 Organizational Documents of NorAm Energy Corp.
B-56 Organizational Documents of REI Trust I
B-57 Organizational Documents of REI Trust II
B-58 Organizational Documents of Reliant Energy FinanceCo II GP, LLC
B-59 Organizational Documents of Reliant Energy FinanceCo II LP
B-60 Organizational Documents of Reliant Energy FinanceCo III GP, LLC
B-61 Organizational Documents of Reliant Energy FinanceCo III LP
B-62 Organizational Documents of Reliant Energy FinanceCo IV GP, LLC
B-63 Organizational Documents of Reliant Energy FinanceCo IV LP
B-64 Organizational Documents of Reliant Energy Investment Management, Inc.
B-65 Organizational Documents of CenterPoint Energy Power Systems, Inc.
B-66 Organizational Documents of CenterPoint Energy Products, Inc.
B-67 Organizational Documents of CenterPoint Energy Properties, Inc.
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B-68 Organizational Documents of CenterPoint Energy Tegco, Inc.
B-69 Organizational Documents of CenterPoint Energy Management Services, Inc.
B-70 Organizational Documents of Reliant Energy Thermal Systems (Delaware), Inc.
B-71 Organizational Documents of Northwind Houston L.P.
B-72 Organizational Documents of CenterPoint Energy District Cooling, LLC
B-73 Organizational Documents of CenterPoint Energy Transition Bond Company, LLC
B-74 Organizational Documents of Reliant Energy Water, Inc.
B-75 Organizational Documents of Utility Rail Services, Inc.
B-76 Organizational Documents of CenterPoint Energy International, Inc.
B-77 Organizational Documents of Reliant Energy Brazil Ltd.
B-78 Organizational Documents of Reliant Energy Brazil Tiete Ltd.
B-79 Organizational Documents of Reliant Energy Brazil Ventures Ltd.
B-80 Organizational Documents of Reliant Energy Holdings Ltd.
B-81 Organizational Documents of CenterPoint Energy International II, Inc.
B-82 Organizational Documents of HIE Ford Heights, Inc.
B-83 Organizational Documents of HIE Fulton, Inc.
22
B-84 Organizational Documents of Reliant Energy India, Inc.
B-85 Organizational Documents of Reliant Energy Rain, Inc.
B-86 Organizational Documents of CenterPoint Energy International Holdings, LLC
B-87 Organizational Documents of Reliant Energy Salvador Holding Company Ltd.
B-88 Organizational Documents of CenterPoint Energy International Services, Inc.
B-89 Organizational Documents of CenterPoint Energy Light, Inc.
B-90 Organizational Documents of Reliant Energy Cayman Holdings Ltd.
B-91 Organizational Documents of Reliant Energy Argentina S.A.
B-92 Organizational Documents of Reliant Energy Argener S.A.
B-93 Organizational Documents of Reliant Energy Argentine Holdings Ltd.
B-94 Organizational Documents of Reliant Energy Opco S.A.
B-95 Organizational Documents of Reliant Energy Cayman Investments Ltd.
B-96 Organizational Documents of Reliant Energy Cayman Ltd.
B-97 Organizational Documents of Reliant Energy Cayman Acquisitions Ltd.
B-98 Organizational Documents of Reliant Energy Outsource Ltd.
B-99 Organizational Documents of Venus Generation El Salvador
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B-100 Organizational Documents of Reliant Energy Santiago Del Estero, S.A.
EXHIBIT C INDENTURES AND CERTAIN OUTSTANDING CONTRACTS
EXHIBIT C - PART (a) - INDENTURES
Information with respect to the indentures and other fundamental documents
defining the rights of holders of funded debt is incorporated herein by
reference to CenterPoint's Annual Report on Form 10-K for the year ended
December 31, 2002 and CenterPoint's Joint Registration Statement on Form U5B
(File No. 030-00360).
EXHIBIT C - PART (b) - OUTSTANDING AND UNCOMPLETED CONTRACTS OR AGREEMENTS
RELATING TO THE ACQUISITION OF ANY SECURITIES, UTILITY ASSETS (AS DEFINED IN
SECTION 2(a)(18) OF THE ACT), OR ANY OTHER INTEREST IN ANY BUSINESS.
None.
EXHIBIT D TAX ALLOCATION AGREEMENT PURSUANT TO RULE 45(c)
See Exhibit D attached hereto.
EXHIBIT E COPIES OF OTHER DOCUMENTS PRESCRIBED BY RULE OR ORDER
Exhibit E-1 2002 Operating Reports for the State of Oklahoma Submitted by
CenterPoint Energy Arkla 2002 (filed under cover of Form SE in connection
herewith)
Exhibit E-2 Gas Utilities 2002 Distribution Annual Report to the Railroad
Commission of Texas for CenterPoint Energy Arkla (filed under cover of Form SE
in connection herewith)
Exhibit E-3 2002 Annual Report to the Louisiana Public Service Commission
for CenterPoint Energy Arkla (filed under cover of Form SE in connection
herewith)
Exhibit E-4 Gas Utilities 2002 Transmission Annual Report to the Railroad
Commission of Texas for Industrial Gas Supply Company (filed under cover of
Form SE in connection herewith)
Exhibit E-5 Gas Utilities 2002 Transmission Annual Report to the Railroad
Commission of Texas for Unit Gas Transmission Company (filed under cover of
Form SE in connection herewith)
Exhibit E-6 Annual Report to the Arkansas Public Service Commission by
CenterPoint Energy Arkla (filed under cover of Form SE in connection herewith)
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Additional reports to state commissions filed by CenterPoint during the year
ended December 31, 2002 are incorporated by reference to CenterPoint's Joint
Registration Statement on Form U5B (File No. 030-00360):
CenterPoint U5B Exhibit No. Description
--------------------------- -----------
G-2 2001 Operating Reports for the State of Oklahoma Submitted by Reliant Energy Arkla
G-3 Annual Report Pursuant to PURA Sec. 39.257 of Reliant Energy HL&P for the year ended
December 31, 2001 - Revision No. 2
G-4 2001 Annual Report to the Arkansas Public Service Commission for Reliant Energy Arkla
G-5 2001 Annual Report to the Louisiana Public Service Commission for Reliant Energy Arkla
G-8 Gas Utilities 2001 Distribution Annual Report to the Railroad Commission of Texas for
Reliant Energy Arkla
G-9 2001 Annual Report to the Louisiana Public Service Commission for Reliant Energy - Entex
G-10 2001 Annual Reports of the Mississippi Transmission Operations and Mississippi Distribution
Operations for Reliant Energy - Entex
G-11 Gas Utilities 2001 Distribution Annual Report to the Railroad Commission of Texas for
Reliant Energy - Entex
G-12 2001 Gas Company Jurisdictional Annual Report to the State of Minnesota Department of
Commerce for Reliant Energy Minnegasco
EXHIBIT F SCHEDULES SUPPORTING ITEMS OF THE REPORT
F-1 Chart setting forth system companies and investments therein as of December
31, 2002.
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F-2 List of expenditures to citizens groups and public relations counsel
F-3 Information on service transactions between CenterPoint and subsidiaries
(corporate services, support services and information technology services) for
third quarter 2002.
F-4 Information on service transactions between CenterPoint and subsidiaries
(corporate costs, shared services and information technology services) for
fourth quarter 2002.
F-5 Consolidating financial statements for CenterPoint and its subsidiaries as
of December 31, 2002 (to be filed by amendment).
F-6 For consent of the independent accountants as to their opinion on
CenterPoint's consolidated financial statements, see Independent Auditors'
Consent of Deloitte & Touche LLP (previously filed as Exhibit 23 to
CenterPoint's Annual Report on Form 10-K for the year ended December 31, 2002
and incorporated by reference herein).
EXHIBIT G ORGANIZATION CHART: EWGs AND FOREIGN UTILITY COMPANIES
See Exhibit F-1.
EXHIBIT H EWG OR FOREIGN UTILITY FINANCIAL STATEMENTS
Not applicable.
26
SIGNATURE
Each undersigned system company has duly caused this annual report to
be signed on its behalf by the undersigned thereunto duly authorized pursuant to
the requirements of the Public Utility Holding Company of 1935. The signature of
each undersigned company shall be deemed to relate only to matters having
reference to such company or its subsidiaries.
CENTERPOINT ENERGY, INC
By: /s/ RUFUS S. SCOTT
-------------------------------------
Name: Rufus S. Scott
Title: Vice President, Deputy General
Counsel and Assistant Corporate
Secretary
Date May 1, 2003
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