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 March 31, 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.
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.
228,255 shares were issued under the Investor's Choice Plan.
2,020,500 stock options were granted to Company employees at a strike
price of $10.92 under the Company's Long Term Incentive Plan. None of
the options granted is currently exercisable.
338,589 shares of common stock which previously had been granted to
participants under the Company's Long Term Incentive Plan as time-based
restricted shares vested during the quarter, and an additional 228,800
shares of time based restricted stock were granted under that plan, to
vest in March 2007 based on performance achieved during the 2004-2006
performance cycle. The issue price for the time based restricted shares
granted in 2004 was $10.92. An additional 4,800 shares were issued under
that plan, to vest in three equal installments on a three-year schedule.
Stock prices when those additional shares were issued were $9.705 and
$10.38.
811 shares of common stock which previously had been granted to
participants under the Company's Common Stock Participation Plan as
time-based restricted shares vested during the quarter.
468 shares were issued in exchange for convertible NorAm 6-1/4%
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.
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.
In February 2004, $56 million aggregate principal amount of
collateralized 5.6% pollution control bonds due 2027 and $44 million
aggregate principal amount of 4.25% collateralized insurance-backed
pollution control bonds due 2017 were issued on behalf of CenterPoint
Energy Houston Electric, LLC (the "T&D Utility"). The pollution control
bonds are collateralized by general mortgage bonds of T&D Utility with
principal amounts, interest rates and maturities that match the
pollution control bonds. The proceeds were used to extinguish two series
of 6.7% collateralized pollution control bonds with an aggregate
principal amount of $100 million issued on behalf of the Company. The
T&D Utility's 6.7% first mortgage bonds which collateralized the
Company's payment obligations under the refunded pollution control bonds
were retired in connection with the extinguishment of the refunded
pollution control bonds. The T&D Utility's 6.7% notes payable to the
Company were also cancelled upon the extinguishment of the refunded
pollution control bonds.
In March 2004, $45 million aggregate principal amount of 3.625%
collateralized insurance-backed pollution control bonds due 2012 and $84
million aggregate principal amount of 4.25% collateralized
insurance-backed pollution control bonds due 2017 were issued on behalf
of the T&D Utility. The pollution control bonds are collateralized by
general mortgage bonds of the T&D Utility with principal amounts,
interest rates and maturities that match the pollution control bonds.
The proceeds were used to extinguish two series of 6.375% collateralized
pollution control bonds with an aggregate principal amount of $45
million and one series of 5.6% collateralized pollution control bonds
with an aggregate principal amount of $84 million issued on behalf of
the Company. The T&D Utility's 6.375% and 5.6% first mortgage bonds
which collateralized the Company's payment obligations under the
refunded pollution control bonds were retired in connection with the
extinguishment of the refunded pollution control bonds. The T&D
Utility's 6.375% and 5.6% notes payable to the Company were also
cancelled upon the extinguishment of the refunded pollution control
bonds.
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.
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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 March 31, 2004, GasCo had fully utilized its
receivables facility.
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.
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. There were no securities
issued by such subsidiaries during the quarter.
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.
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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 May 10, 2004 (File No. 1-31447), the Quarterly Report
on Form 10-Q filed by CenterPoint Energy Resources Corp. on May 10, 2004
(File No. 1-13265), and the Quarterly Report on Form 10-Q filed by
CenterPoint Energy Houston Electric, LLC on May 10, 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.
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
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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.
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: May 20, 2004
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Exhibits
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Exhibit Description
Exhibit A CenterPoint Energy, Inc. and CenterPoint Energy Resources Corp.
Guranties Issued or Amended During First 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 March 31, 2004)
Exhibit C Capital Structure Chart of CenterPoint Energy, Inc., CenterPoint
Energy Houston Electric, LLC, and CenterPoint Energy Resources
Corp. as of March 31, 2004
Exhibit D Retained Earnings Analysis of CenterPoint Energy, Inc.,
CenterPoint Energy Resources Corp. and CenterPoint Energy Houston
Electric, LLC.
Exhibit E Money Pool Participants and Outstanding Borrowings as of March
31, 2004
Exhibit F CenterPoint Energy, Inc. Investments in Financing Subsidiaries as
of March 31, 2004
Exhibit G CenterPoint Consolidated Financials (forecasts through 2006)
(previously filed with a request for confidential treatment in
the Rule 24 Certificate filed by the Company on March 31, 2004
(File No. 70-10128), which is incorporated herein by reference)
Exhibit H Information on Service Transactions between CenterPoint Energy
Service Company, LLC and Utility Subsidiaries (Corporate
Services, Support Services and Information Technology Services)