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, 2005. 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.
323,612 shares were issued under the Investor's Choice Plan.
1,215 shares of common stock were issued for the conversion of NorAm
securities (702 shares relating to the conversion of 6-1/4% convertible
preferred and 513 shares relating to the conversion of 6% convertible
sub. debentures).
318,731 stock options that had been granted previously under the
Company's Long Term Incentive Plan were exercised.
15,670 shares of time based restricted stock that had been granted
under the Company's Long Term Incentive Plan vested.
299,285 shares of performance 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.
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On March 7, 2005, CenterPoint replaced its $750 million revolving
credit facility with a $1 billion five-year revolving credit facility.
Borrowings may be made under the facility at the London interbank
offered rate ("LIBOR") plus 100 basis points based on current credit
ratings. An additional utilization fee of 12.5 basis points applies to
borrowings any time more than 50% of the facility is utilized.
On March 15, 2005, CenterPoint borrowed $416 million under its $1
billion five-year revolving credit facility. The Company used
substantially all of the borrowing to make a federal income tax
payment. After the borrowing on March 15, 2005, there was a total of
$651 million outstanding under the Companys $1 billion credit facility.
Except for borrowings under the revolving credit facility, 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 March 7, 2005, CenterPoint Energy Houston Electric, LLC, a wholly
owned subsidiary of the Company ("CEHE"), established a $200 million
five-year revolving credit facility. Borrowings may be made under the
facility at LIBOR plus 75 basis points based on CEHE's current credit
rating. An additional utilization fee of 12.5 basis points applies to
borrowings any time more than 50% of the facility is utilized.
In addition, although no debt has been issued in this regard, CEHE also
established on March 7, 2005 a $1.31 billion stand-by credit facility.
Based on CEHE's current credit ratings, borrowings under the facility
can be made at LIBOR plus 75 basis points. Changes in credit ratings
would lower or raise the increment to LIBOR depending on whether
ratings improved or were lowered. The $1.31 billion stand-by credit
facility may be drawn only to repay CEHE's existing $1.31 billion term
loan in the event that CEHE has not received sufficient proceeds from
the issuance of transition bonds authorized by the Public Utility
Commission of Texas to repay that term loan when it matures in November
2005.(1) Any drawings under the stand-by
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(1) On March 16, 2005, the Public Utility Commission of Texas issued its written
financing order to CEHE. The financing order authorized the issuance of
transition bonds under the terms of the Texas Electric Choice Plan so that the
Company and CEHE could
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credit facility will be converted into two-year term loans after the
draw and will be secured by CEHE's general mortgage bonds.
As of March 31, 2005, CenterPoint Energy Resources Corp. ("CERC") 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 LIBOR plus 150 basis points
based on current credit ratings and the applicable pricing grid. As of
March 31, 2005, 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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begin to recover a portion of the stranded costs and certain other amounts
authorized under the Texas electric restructuring law. Appeals of the financing
order were taken by several parties, and CEHE does not anticipate issuing
transition bonds until those appeals are resolved.
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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 Quarterly Report on Form 10-Q filed
by the Company on May 9, 2005 (File No. 001-31447), the Quarterly
Report on Form 10-Q filed by CenterPoint Energy Resources Corp. on May
11, 2005 (File No. 001-13265), and the Quarterly Report on Form 10-Q
filed by CenterPoint Energy Houston Electric, LLC on May 11, 2005 (File
No. 001-03187), 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.
None.
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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 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 First Quarter 2005 (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, 2005)
Exhibit C Capital Structure Chart of CenterPoint Energy, Inc., CenterPoint
Energy Houston Electric, LLC, and CenterPoint Energy Resources
Corp. as of March 31, 2005
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 March
31, 2005
Exhibit F CenterPoint Energy, Inc. Investments in Financing Subsidiaries
as of March 31, 2005
Exhibit G CenterPoint Consolidated Financials (forecasts through 2009)
(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) (filed in
connection herewith with a request for confidential treatment)
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