UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION
----------
In the Matter of:
CERTIFICATE OF NOTIFICATION
CENTERPOINT ENERGY, INC.
1111 Louisiana
Houston, Texas 77002
(70-10299)
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
----------
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. 27989 (June 29, 2005)) (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, 2005. Unless defined herein, capitalized terms have
the meaning given them in the Application.
1. The sales of any common stock or preferred stock, preferred securities
or equity-linked securities by the Company or a Subsidiary and the
purchase price per share and the market price per share at the date of
the agreement of sale which shall also separately show the amount
issued during the Authorization Period for each type of issued
securities.
None.
1
2. The total number of shares of the Company's common stock issued or
issuable pursuant to options granted during the quarter under
incentive compensation plans and other equity compensation and
employee benefit plans, dividend, reinvestment plans, and for the
CenterPoint Investor's Choice Plan, including any plans hereafter
adopted, together with the number of shares issued or issuable during
the Authorization Period.
111,104 shares were issued under the Investor's Choice Plan.
540,511 stock options that had been granted previously under the
Company's Long Term Incentive Plan were exercised.
1,290 shares of time based restricted stock that had been granted
previously under the Company's Long Term Incentive Plan were issued on
the expiration of the restrictions applicable under that plan.
7,000 shares of time-based restricted stock that had been granted
previously under the Company's Outside Directors Plan were issued on
the expiration of the restrictions applicable under that plan.
A total of 30,000 shares of time based restricted stock were granted
under the Company's Outside Directors Plan (3,000 shares to each of
the Company's 10 outside directors). Shares awarded will vest in 1/3
increments on each July 1 in 2006, 2007 and 2008, based on the
director's continued service in accordance with the terms of the plan.
13,642 shares were issued in conversion of NorAm 6-1/4% Junior
Preferred Securities.
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. The market-to-book ratio of the Company's common stock is 3.93.
5. 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.
2
See Exhibit A.
6. With regard to short-term, long-term, intrasystem, and external debt:
the amount and terms of any debt issued by the Company during the
quarter; and a chart showing: the aggregate amount of debt issued by
the Company during the Authorization Period; the aggregate amount of
debt outstanding (as it may change from time to time) during the
Authorization Period; and the total amount of debt authorized for the
Company during the Authorization Period.
In August 2005, the Company accepted for exchange approximately $572
million aggregate principal amount of its 3.75% convertible senior
notes due 2023 (Old Notes) for an equal amount of its new 3.75%
convertible senior notes due 2023. Old Notes of approximately $3
million remain outstanding.
The $1 billion CenterPoint credit facility backstops a $1 billion
commercial paper program under which the Company began issuing
commercial paper in June 2005. As of September 30, 2005, $187 million
of commercial paper was outstanding. The commercial paper is rated
"Not Prime" by Moody's, "A-3" by S&P and "F3" by Fitch, Inc. (Fitch).
See Exhibit B.
7. With regard to short-term and long-term intrasystem debt (Utility
Holding is not authorized to issue external debt): the amount and
terms of any debt issued by Utility Holding during the quarter; and a
chart showing: the aggregate amount of debt issued by Utility Holding
during the Authorization Period; the aggregate amount of debt
outstanding (as it may change from time to time) during the
Authorization Period; and the total amount of debt authorized for
Utility Holding during the Authorization Period.
None.
See Exhibit C.
8. With regard to short-term, long-term, intrasystem and external debt:
the amount and terms of any debt issued by any Utility Subsidiary
during the quarter; and a chart showing: the aggregate amount of debt
issued by each Utility Subsidiary during the Authorization Period; the
aggregate amount of debt outstanding (as it may change from time to
time) for each Utility
3
Subsidiary during the Authorization Period; and the total amount of
debt authorized for each Utility Subsidiary during the Authorization
Period.
See Exhibit B.
On September 30, 2005, the Commission authorized CenterPoint Energy
Transition Bond Company II, LLC, a special purpose subsidiary of
CenterPoint Energy Houston Electric, LLC, to issue up to $2 billion in
transition bonds pursuant to the terms of an order of the Public
Utility Commission of Texas.
9. A separate statement of the amount and terms of each intrasystem
financing consummated by any Utility or Non-Utility Subsidiary.
See Exhibit D.
10. The notional amount and principal terms of any Hedging Instruments or
Anticipatory Hedges entered into during the quarter and the identity
of the parties thereto, as well as the aggregate notional amount of
Hedging Instruments and Anticipatory Hedges entered into during the
Authorization Period.
None.
11. The notional amount and principal terms of any derivative instruments
issued, bought or sold during the quarter and the identity of the
parties thereto, as well as the aggregate notational amount of
derivative instruments entered into during the Authorization Period.
None.
12. The name, parent company and amount of equity in any intermediate
subsidiary (including any financing conduit) during the quarter and
the amount and terms of any securities issued by such subsidiaries
during the quarter, which shall also show the amount of all securities
issued by such subsidiaries during the Authorization Period.
The name, parent company and amount of equity in any intermediate
subsidiaries has been previously disclosed.
4
13. A summary of the previously filed information required by a
Certificate of Notification on Form U-6B-2.
Not applicable.
14. The amount and terms of any other securities issued during the quarter
under the authority granted by an order in this file, with a chart
showing the aggregate issued during the Authorization Period.
None.
15. A description of any financing transactions conducted during the
quarter, the proceeds of which were used to fund a subsidiary that is
a Variable Interest Entity ("VIE") as that term is defined under FASB
Interpretation 46R, Consolidation of Variable Interest Entities; and a
description of the accounting for each such transaction
None.
16. 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 E hereto. See also the Quarterly Report on Form 10-Q filed
by the Company on November 3, 2005 (File No. 1-31447), the Quarterly
Report on Form 10-Q filed by CenterPoint Energy Resources Corp. on
November 9, 2005 (File No. 1-13265), and the Quarterly Report on Form
10-Q filed by CenterPoint Energy Houston Electric, LLC on November 9,
2005 (File No. 1-3187), all of which are incorporated herein by
reference.
17. A table showing, as of the end of the quarter, the dollar and
percentage components of the capital structure on a consolidated basis
of the Company and of each Utility Subsidiary.
See Exhibit F hereto.
5
18. 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 G hereto.
19. A table showing, as of the end of the quarter, the Money Pool
participants and amount of outstanding borrowings for each.
See Exhibit H hereto.
20. 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 I 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.
21. A confidential exhibit updating CenterPoint's financial projections
and assumptions through 2008.
See Exhibit J to the Rule 24 Certificate filed for the second quarter
of 2005. Projections and assumptions are unchanged from those filed in
that exhibit.
6
22. Future registration statements filed under the Securities Act of 1933
with respect to securities that are subject of the instant
Application-Declaration will be filed or incorporated by reference
into the next Rule 24 certificate in this file.
On September 14, 2005, the Commission declared effective the
Registration Statement filed by CenterPoint Energy Transition Bond
Company II, LLC with respect to the issuance of approximately $1.857
billion of transition bonds to be issued pursuant to a Financing Order
issued by the Public Utility Commission of Texas, Registration No.
333-121505.
At September 30, 2005, the Company had a shelf registration statement
covering senior debt securities, preferred stock and common stock
aggregating $1 billion, Registration No. 333-116246, and CenterPoint
Energy Resources Corp. had a shelf registration statement covering
$500 million principal amount of debt securities, Registration No.
333-128187.
23. A computation in accordance with Rule 58(a) showing the Company's
"aggregate investment" in all energy- or gas-related companies, its
"consolidated capitalization," a calculation of the amount remaining
under its Rule 58 authority, a breakdown showing the Company's
aggregate investment in each energy- or gas-related company counting
against the Rule 58 authority, and identification of any new energy-
or gas-related company in which the Company has invested or committed
to, invest during the preceding quarter.
See Item 4 of the Quarterly Report on Form U-9C-3 filed by the Company
on November 23, 2005 (File No. 74-00068).
24. With respect to any internal reorganization of any Subsidiaries during
the quarter, a description of the nature of such reorganization
None.
7
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
------------------------------------
Rufus S. Scott
Vice President, Deputy General
Counsel and Assistant Corporate
Secretary
Dated: November 29, 2005
8
Exhibits
Exhibit Description
--------- -----------
Exhibit A CenterPoint Energy, Inc. and CenterPoint Energy Resources Corp.
Guaranties Issued or Amended During Third Quarter 2005 (filed in
connection herewith with a request for confidential treatment)
Exhibit B CenterPoint Energy, Inc. and Utility Subsidiary Debt Issued,
Outstanding and Authorized during the Authorization Period.
Exhibit C Utility Holding Debt Issued, Outstanding and Authorized during the
Authorization Period.
Exhibit D Utility and Non-Utility Subsidiary Intrasystem Financing as of
September 30, 2005.
Exhibit E 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, 2005)
Exhibit F Capital Structure Chart of CenterPoint Energy, Inc., CenterPoint
Energy Houston Electric, LLC, and CenterPoint Energy Resources Corp.
as of September 30, 2005
Exhibit G Retained Earnings Analysis of CenterPoint Energy, Inc., CenterPoint
Energy Houston Electric, LLC, and CenterPoint Energy Resources Corp.
Exhibit H Money Pool Participants and Outstanding Borrowings as of September
30, 2005
Exhibit I CenterPoint Energy, Inc. Investments in Financing Subsidiaries as of
September 30, 2005
9