UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION
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In the Matter of:
CERTIFICATE
CENTERPOINT ENERGY, INC. OF
1111 Louisiana NOTIFICATION
Houston, Texas 77002
(70-9895)
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 Reliant Energy, Incorporated and
CenterPoint Energy, Inc. in the above-captioned file (the "Application") and the
order of the Securities and Exchange Commission with respect thereto (HCAR No.
27548 (July 5, 2002)), CenterPoint Energy, Inc. (the "Company") is reporting the
following information for itself and its subsidiaries for the quarterly period
ended December 31, 2002. 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.
366,715 shares were issued under the Investor's Choice Plan.
10,000 shares were issued to Milton Carroll, Chairman of the Board of
Directors, on November 27, 2002, pursuant to an agreement related to
Mr. Carroll's assumption of the duties of Chairman of the Board.
2,773,100 stock options were granted to Company employees at a strike
price of $6.4378 under the Company's Long Term Incentive Plan. Although
awards of these options had been made in March 2002, the actual grant
and pricing of the options had been deferred until the separation of
Reliant Resources from the Company.
A total of 304,583 shares of common stock which previously had been
granted to participants under the Company's Common Stock Participation
Plan as time-based restricted shares became vested during the quarter,
and an additional 451,050 shares of time based restricted stock were
granted under that plan, to become vested based on performance achieved
during the 2002-2004 performance cycle.
410 shares were issued in exchange for convertible NorAm 6%
Subordinated Debentures tendered during the quarter.
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.
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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. Also, on October 18, 2002, CenterPoint delivered a
guarantee in favor of the Tennessee Board for Licensing Contractors to
support the contracting activities of CenterPoint Energy Pipeline
Services, Inc. in Tennessee. The term of this guarantee runs with the
two-year license granted by the Tennessee Board and provides for a
maximum potential exposure of $15,000,000.
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 by the Company during the quarter. For the
aggregate amount of short-term debt outstanding as of the end of the
quarter for the Company, as well as the weighted average interest rate
for such short-term debt as of such date, see Exhibit B hereto.
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 November 12, 2002, CenterPoint Energy Houston Electric LLC (the "T&D
Utility") entered into a new $1.310 billion senior secured credit
facility (the "T&D Term Loan"). The proceeds were used to repay all
amounts outstanding under the T&D Utility's existing $850 million bank
credit facility dated October 10, 2002, to repay $400 million of debt,
which included $300 million of senior debentures of CenterPoint Energy
FinanceCo II LLP due to mature on November 15, 2002, and $100 million
of debt of CenterPoint, and to pay fees and related expenses. The T&D
Term Loan has a three-year term, and carries an interest rate of LIBOR
plus 9.75 percent, subject to a minimum LIBOR rate of 3 percent. The
T&D Utility Term Loan is secured by General Mortgage Bonds, which
replaced the $850 million in General Mortgage Bonds that the banks had
held.
For the aggregate amount of short-term debt outstanding as of the end
of the quarter for the Utility Subsidiaries, as well as the weighted
average interest rate for such short-term debt as of such date, see
Exhibit B hereto.
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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 Act, as amended.
None.
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.
None.
10. The information required by a Certificate of Notification on
Form U-6B-2.
Not applicable.
11. 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 C hereto. See also the Annual Report on Form 10-K filed by
the Company on March 10, 2003 (File No. 1-31447), the Annual Report on
Form 10-K filed by CenterPoint Energy Resources Corp. on March 12, 2003
(File No. 1-13265), and the Annual Report on Form 10-K filed by
CenterPoint Energy Houston Electric, LLC on March 11, 2003 (File No.
1-3187), all of which are incorporated herein by reference.
12. 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.
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See Exhibit D hereto.
13. 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 E hereto.
14. A table showing, as of the end of the quarter, the Money Pool
participants and amount of outstanding borrowings for each.
See Exhibit F hereto.
15. 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 G hereto. The Company 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
involving the issuance and sale of up to an aggregate of $1 billion
(cash proceeds to the Company or the respective subsidiary company) in
any combination of common stock, preferred securities, debt securities,
stock purchase contracts and stock purchase units, as well as its
common stock issuable pursuant to such stock purchase contracts and
stock purchase units, all as set forth in further detail in the
Application. Such financing subsidiaries have been organized because,
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.
16. For any service transactions among the Company (or any other system
service provider, including Reliant Energy Trading and Transportation
Group, Inc.) and the Utility Subsidiaries during the period, provide
the following information (i) a narrative description of the services
rendered; (ii) disclosure of the dollar amount of services rendered in
(i) above according to category or department; (iii) identification of
companies rendering services described in (i) above and recipient
companies, including disclosure of the allocation of services costs;
and (iv) disclosure of the number of the CenterPoint system employees
engaged
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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.
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: March 31, 2003
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Exhibits
Exhibit Description
Exhibit A CenterPoint Energy Resources Corp. and CenterPoint Energy,
Inc. Outstanding Corporate Guaranties for Fourth Quarter 2002
Exhibit B Short-Term External Debt of CenterPoint Energy, Inc. and
Utility Subsidiaries as of December 31, 2002
Exhibit C Consolidated Balance Sheets for CenterPoint Energy, Inc. and
Subsidiaries (as of December 31, 2002)
Exhibit D Capital Structure Chart of CenterPoint Energy, Inc. and
Utility Subsidiaries as of December 31, 2002
Exhibit E Retained Earnings Analysis of CenterPoint Energy, Inc.,
CenterPoint Energy Resources Corp., CenterPoint Energy Houston
Electric, LLC and Texas Genco LP
Exhibit F Money Pool Participants and Outstanding Borrowings as of
December 31, 2002
Exhibit G CenterPoint Energy, Inc. Investments in Financing Subsidiaries
as of December 31, 2002
Exhibit H Information on Service Transactions between CenterPoint
Energy, Inc. and Utility Subsidiaries (Corporate Costs,
Shared Services and Information Technology Services)
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