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 December 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.
76,978 shares were issued under the Investor's Choice Plan.
234 shares of common stock were issued under the terms of the NorAm
6-1/4% Convertible Junior Preferred security.
76,329 stock options that had been granted previously under the
Company's Long Term Incentive Plan were exercised.
20,000 shares of common stock were granted to the non-executive
Chairman of the Company's Board of Directors in October 2004 under the
terms of an agreement regarding his services as Chairman.
456 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.
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.
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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.
As of December 31, 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
December 31, 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.
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.
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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 Annual Report on Form 10-K filed by
the Company on March 16, 2005 (File No. 1-31447), the Annual Report on
Form 10-K filed by CenterPoint Energy Resources Corp. on March 24, 2005
(File No. 1-13265), and the Annual Report on Form 10-K filed by
CenterPoint Energy Houston Electric, LLC on March 24, 2005 (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.
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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.
18. With respect to any internal reorganization of any Subsidiaries during
the quarter, a description of the nature of such reorganization.
On December 13, 2004, Texas Genco, LP ("Genco LP"), an indirect
wholly-owned subsidiary of Texas Genco Holdings, Inc. ("Texas Genco")
that then conducted substantially all of Texas Genco's business
operations, merged with a newly formed wholly-owned subsidiary of Texas
Genco ("Genco II LP") in a multiple survivor merger under Texas law. As
a result of the merger, (1) both entities survived, (2) all of Genco
LP's nuclear assets and liabilities, which relate primarily to its
interest in the South Texas Project Electric Generating Station, and
its available cash remained with Genco LP, and (3) all of Genco LP's
non-nuclear assets and liabilities, which related primarily to its
coal, lignite and gas-fired generation facilities, were allocated to
Genco II LP. On December 14, 2004, Texas Genco merged with an indirect
wholly-owned subsidiary of CenterPoint. As a result of the merger,
Texas Genco became an indirect wholly owned subsidiary of CenterPoint,
and all of Texas Genco's
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publicly-held shares (other than 227 shares held by shareholders who
validly perfected their dissenter's rights under Texas law) were
converted into the right to receive $47 per share in cash without
interest less any applicable withholding taxes. Texas Genco's shares
ceased to be publicly traded as of the close of trading on December 14,
2004. The mergers were part of the first step of the sale transaction
announced in July 2004 in which Texas Genco LLC (formerly known as GC
Power Acquisition LLC), an entity owned in equal parts by affiliates of
The Blackstone Group, Hellman & Friedman LLC, Kohlberg Kravis Roberts &
Co. L.P. and Texas Pacific Group, agreed to acquire Texas Genco for
approximately $3.65 billion in cash. On December 15, 2004, Texas Genco
sold Genco II and another operating subsidiary, Texas Genco Services,
LP, to Texas Genco LLC in exchange for $2,813 million in cash.
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: March 31, 2005
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Exhibits
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Exhibit Description
Exhibit A CenterPoint Energy, Inc. and CenterPoint Energy Resources Corp.
Guaranties Issued or Amended During Fourth 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 December 31, 2004)
Exhibit C Capital Structure Chart of CenterPoint Energy, Inc.,
CenterPoint Energy Houston Electric, LLC, and CenterPoint
Energy Resources Corp. as of December 31, 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
December 31, 2004
Exhibit F CenterPoint Energy, Inc. Investments in Financing Subsidiaries
as of December 31, 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)