UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION
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In the Matter of:
CENTERPOINT ENERGY, INC. CERTIFICATE OF
1111 Louisiana NOTIFICATION
Houston, Texas 77002
(70-10128)
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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THIS IS TO CERTIFY that, in accordance with the terms and conditions of
the application-declaration, as amended, of CenterPoint Energy, Inc. in the
above-captioned file (the "Application") and the order of the Securities and
Exchange Commission with respect thereto (HCAR No. 27692 (June 30, 2003)) (the
"Order"), CenterPoint Energy, Inc. (the "Company" or "CenterPoint") is reporting
the following information for itself and its subsidiaries for the quarterly
period ended September 30, 2004. Unless defined herein, capitalized terms have
the meaning given them in the Application.
1. The sales of any common stock or preferred securities by the
Company or a Financing Subsidiary and the purchase price per share
and the market price per share at the date of the agreement of
sale.
None.
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2. The total number of shares of the Company's common stock issued or
issuable pursuant to options granted during the quarter under
employee benefit plans and dividend reinvestment plans, including
any employee benefit plans or dividend reinvestment plans
hereafter adopted.
188,507 shares were issued under the Investor's Choice Plan.
468 shares of common stock were issued under the terms of the
NorAm 6-1/4% Convertible Junior Preferred security.
137,910 stock options that had been granted previously under the
Company's Long Term Incentive Plan were exercised.
8,500 shares of stock that had previously been granted under the
Company's Long Term Incentive Plan were issued to retiring
employees under the terms of the Plan.
18,000 shares of time based restricted stock were granted to
non-employee members of the Company's Board of Directors in July
2004 under the terms of the compensation policy the Board has
established for the Company's Directors. The stock price at the
time those shares were issued was $11.42. Those shares vest in
one-third increments on the first, second and third anniversaries
of the grants.
1,270 shares of time based restricted stock that had been granted
under the Company's Long Term Incentive Plan in 2001 vested.
3. If the Company's common stock has been transferred to a seller of
securities of a company being acquired, the number of shares so
issued, the value per share and whether the shares are restricted
in the hands of the acquirer.
None.
4. If a guarantee is issued during the quarter, the name of the
guarantor, the name of the beneficiary of the guarantee and the
amount, terms and purpose of the guarantee.
See Exhibit A.
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5. The amount and terms of any long-term debt issued by the Company
during the quarter, and the aggregate amount of short-term debt
outstanding as of the end of the quarter, as well as the weighted
average interest rate for such short-term debt as of such date.
No long-term debt was issued during the quarter.
None of the Company's debt is classified as short-term debt.
6. The amount and terms of any long-term debt issued by any Utility
Subsidiary during the quarter, and the aggregate amount of
short-term debt outstanding as of the end of the quarter, as well
as the weighted average interest rate for such short-term debt as
of such date.
On January 21, 2004, CenterPoint Energy Resources Corp. ("GasCo")
replaced its $100 million receivables facility with a $250 million
receivables facility. The $250 million receivables facility
terminates on January 19, 2005. As of September 30, 2004, GasCo
had $151 million outstanding under its receivables facility.
As of September 30, 2004, GasCo had a revolving credit facility
that provided for an aggregate of $250 million in committed
credit. The revolving credit facility terminates on March 23,
2007. Fully-drawn rates for borrowings under this facility,
including the facility fee, are London interbank offered rate
(LIBOR) plus 150 basis points based on current credit ratings and
the applicable pricing grid. As of September 30, 2004, such credit
facility was not utilized.
No long-term debt was issued during the quarter.
The Utility Subsidiaries did not have any short-term debt
outstanding as of the end of the quarter.
7. The amount and terms of any financings consummated by any
Non-Utility Subsidiary that are not exempt under Rule 52 under the
Public Utility Holding Company Act, as amended.
None.
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8. The notional amount and principal terms of any Hedge Instruments
or Anticipatory Hedges entered into during the quarter and the
identity of the other parties thereto.
None.
9. The name, parent company and amount of equity in any intermediate
subsidiary during the quarter and the amount and terms of any
securities issued by such subsidiaries during the quarter.
The name, parent company and amount of equity in any intermediate
subsidiaries has been previously disclosed.
10. The information required by a Certificate of Notification on Form
U-6B-2.
Not applicable.
11. The amount and terms of any other securities issued under the
authority sought herein during the quarter.
None.
12. Consolidated balance sheets for the Company and/or a Utility
Subsidiary as of the end of the quarter and separate balance
sheets as of the end of the quarter for each company that has
engaged in jurisdictional financing transactions during the
quarter.
See Exhibit B hereto. See also the Quarterly Report on Form 10-Q
filed by the Company on November 9, 2004 (File No. 1-31447), the
Quarterly Report on Form 10-Q filed by CenterPoint Energy
Resources Corp. on November 9, 2004 (File No. 1-13265), and the
Quarterly Report on Form 10-Q filed by CenterPoint Energy Houston
Electric, LLC on November 9, 2004 (File No. 1-3187), all of which
are incorporated herein by reference.
13. A table showing, as of the end of the quarter, the dollar and
percentage components of the capital structure of the Company on a
consolidated basis and of each Utility Subsidiary.
See Exhibit C hereto.
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14. A retained earnings analysis of the Company on a consolidated
basis and of each Utility Subsidiary detailing gross earnings,
dividends paid out of each capital account and the resulting
capital account balances at the end of the quarter.
See Exhibit D hereto.
15. A table showing, as of the end of the quarter, the Money Pool
participants and amount of outstanding borrowings for each.
See Exhibit E hereto.
16. As to each financing subsidiary, (a) the name of the subsidiary;
(b) the value of the Company's investment account in such
subsidiary; (c) the balance sheet account where the investment and
the cost of the investment are booked; (d) the amount invested in
the subsidiary by the Company; (e) the type of corporate entity;
(f) the percentage owned by the Company; (g) the identification of
other owners if not 100% owned by the Company; (h) the purpose of
the investment in the subsidiary; and (i) the amounts and types of
securities to be issued by the subsidiary.
See Exhibit F hereto. The Company and its subsidiaries may
organize and acquire, directly or indirectly, the common stock or
other equity interests of one or more financing subsidiaries for
the purpose of effecting various financing transactions from time
to time through the Authorization Period. Financing Subsidiaries
may be corporations, trusts, partnerships or other entities
created specifically for the purposes described in the Order. The
amount of securities issued by the Financing Subsidiaries to third
parties will count toward the respective financing limits of its
immediate parent. Applicants anticipate that the Financing
Subsidiaries will be wholly-owned indirect subsidiaries of
CenterPoint and fully consolidated for purposes of financial
reporting. Such financing subsidiaries shall be organized only if,
in management's opinion, the creation and utilization of such
financing subsidiary will likely result in tax savings, increased
access to capital markets and/or lower cost of capital for the
Company or its subsidiaries.
17. A confidential exhibit updating CenterPoint's financial
projections and assumptions through 2006.
See Exhibit G hereto.
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18. With respect to any internal reorganization of any Subsidiaries
during the quarter, a description of the nature of such
reorganization.
None.
19. A report of service transactions among the Company (or any other
system service provider) and the Utility Subsidiaries containing
the following information (a) a narrative description of the
services rendered; (b) disclosure of the dollar amount of services
rendered in (a) above according to category or department; (c)
identification of companies rendering services described in (a)
above and recipient companies, including disclosure of the
allocation of services costs; and (d) disclosure of the number of
the CenterPoint system employees engaged in rendering services to
other CenterPoint system companies on an annual basis, stated as
an absolute and as a percentage of total employees.
See Exhibit H hereto.
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All transactions described herein have been carried out in accordance
with the terms and conditions of and for the purposes represented in the
Application.
CENTERPOINT ENERGY, INC.
By: /s/ Rufus S. Scott
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Rufus S. Scott
Vice President, Deputy General Counsel
and Assistant Corporate Secretary
Dated: November 29, 2004
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Exhibits
Exhibit Description
Exhibit A CenterPoint Energy, Inc. and CenterPoint Energy Resources
Corp. Guaranties Issued or Amended During Second Quarter 2004
(filed in connection herewith with a request for confidential
treatment)
Exhibit B Consolidated Balance Sheets for CenterPoint Energy, Inc. and
Subsidiaries, CenterPoint Energy Houston Electric, LLC and
Subsidiaries, and CenterPoint Energy Resources Corp. and
Subsidiaries (as of September 30, 2004)
Exhibit C Capital Structure Chart of CenterPoint Energy, Inc.,
CenterPoint Energy Houston Electric, LLC, and CenterPoint
Energy Resources Corp. as of September 30, 2004
Exhibit D Retained Earnings Analysis of CenterPoint Energy, Inc.,
CenterPoint Energy Houston Electric, LLC, and CenterPoint
Energy Resources Corp.
Exhibit E Money Pool Participants and Outstanding Borrowings as of
September 30, 2004
Exhibit F CenterPoint Energy, Inc. Investments in Financing Subsidiaries
as of September 30, 2004
Exhibit G CenterPoint Consolidated Financials (forecasts through 2006)
(filed in connection herewith with a request for confidential
treatment)
Exhibit H Information on Service Transactions between CenterPoint Energy
Service Company, LLC and Utility Subsidiaries (Corporate
Services, Support Services and Information Technology
Services)
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