U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM U-9C-3 QUARTERLY REPORT PURSUANT TO RULE 58 OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 For the quarterly period ended June 30, 2005 CENTERPOINT ENERGY, INC. (NAME OF REGISTERED HOLDING COMPANY) 1111 Louisiana, Houston, Texas 77002 (Address of Principal Executives Offices) Inquiries concerning this Form U-9C-3 may be directed to either: Walter L. Fitzgerald Vice President and Controller CenterPoint Energy, Inc. 1111 Louisiana Houston, Texas 77002 (713) 207-7425 OR Rufus Scott Vice President & Deputy General Counsel CenterPoint Energy, Inc. 1111 Louisiana Houston, Texas 77002 (713) 207-7451 -1-
CENTERPOINT ENERGY, INC. FORM U-9C-3 FOR THE QUARTER ENDED JUNE 30, 2005 Table of Contents Page ---- Item 1 Organization Chart.............................................. 3 Item 2 Issuances and Renewals of Securities and Capital Contributions.. 6 Item 3 Associated Transactions......................................... 7 Item 4 Summary of Aggregate Investment................................. 11 Item 5 Other Investments............................................... 12 Item 6 Financial Statements and Exhibits............................... 13 Signature....................................................... 14 -2-
ITEM 1. ORGANIZATION CHART PERCENTAGE ENERGY OR OF VOTING GAS RELATED DATE OF STATE OF SECURITIES NAME OF REPORTING COMPANY COMPANY ORGANIZATION ORGANIZATION HELD NATURE OF BUSINESS - -------------------------------------- --------------- ------------ ------------ ---------- ------------------------------ CenterPoint Energy, Inc. Holding Company Utility Holding Company, LLC(a) Intermediate Holding Company Subsidiaries of Utility Holding Company, LLC: CenterPoint Energy Power Systems, Energy Related 04/27/2000 Del 100% Formed to develop and Inc. commercialize fuel cell technology. CenterPoint Energy Products, Inc. Energy Related 01/27/1993 Del 100% Company formerly sold various products to commercialize its intellectual property relating to its energy business. The company's only current activity relates to investigating technology of broadband over power lines. Utility Rail Services, Inc.* Energy Related 06/10/1993 Del 100% Formerly provided rail car maintenance services. Company has no current activity/operations. CenterPoint Energy Resources Corp. Subsidiaries of CenterPoint Energy Resources Corp.: ALG Gas Supply Company* Energy Related 01/11/1982 Del 100% Formerly engaged in gas marketing. Arkla Industries, Inc. Energy Related 09/04/1957 Del 100% Previously manufactured appliances and now handles recall issues. Arkla Products Company* Energy Related 12/11/1987 Del 100% Formerly manufactured gas grills. CenterPoint Energy Alternative Fuels, Energy Related 02/25/1997 Tex 100% Formed to establish commercial Inc. retail outlets to promote, market, distribute, and sell compressed natural gas. CenterPoint Energy Field Services, Gas Related 10/12/1993 Del 100% A natural gas gathering Inc. company. CenterPoint Energy Gas Processing, Gas Related 10/25/1995 Del 100% Owns an interest in a natural Inc. gas processing plant. -3-
PERCENTAGE ENERGY OR OF VOTING GAS RELATED DATE OF STATE OF SECURITIES NAME OF REPORTING COMPANY COMPANY ORGANIZATION ORGANIZATION HELD NATURE OF BUSINESS - -------------------------------------- --------------- ------------ ------------ ---------- ------------------------------ Waskom Gas Processing Company Gas Related 1995 Tex 50% General partnership between CenterPoint Energy Gas Processing and Prism Gas Systems, Inc. and owns a gas processing plant in Harrison County, Texas. CenterPoint Energy Gas Transmission Gas Related 01/31/1992 Del 100% Interstate gas pipeline Company system. CenterPoint Energy Hub Services, Inc.* Gas Related 02/16/1994 Del 100% Formerly provided agency services in gas transportation. CenterPoint Energy Illinois Gas Gas Related 06/30/1998 Del 100% Owns and operates a short Transmission Company intrastate gas transmission company in the state of Illinois. CenterPoint Energy Intrastate Gas Related 06/26/1998 Del 100% Holding Company for Pine Holdings, LLC Pipeline LLC. Pine Pipeline Acquisition Company, Gas Related 05/22/1998 Del 81.4% CenterPoint Energy and LLC Louisiana Gas Services jointly own an LLC that owns a small intrastate pipeline in Northern Louisiana. CenterPoint Energy Services, Inc. Energy Related 10/18/1995 Del 100% Engaged in natural gas marketing. CenterPoint Energy Mississippi River Gas Related 09/03/1958 Del 100% Interstate gas pipeline Transmission Corporation system. CenterPoint Energy MRT Services Energy Related 08/28/1995 Del 100% Its sole purpose is the Company ownership of a canal, which carries inlet water to generating plants in California. The Company is to be divested. CenterPoint Energy Pipeline Gas Related 11/13/1997 Del 100% Offers engineering, project Services, Inc. management, construction management, pipeline operation and other turn-key construction and project management solutions for companies. CenterPoint Energy OQ, LLC Energy Related 03/23/2000 Del 100% Owns 50% partnership interest in OQ Partners. -4-
PERCENTAGE ENERGY OR OF VOTING GAS RELATED DATE OF STATE OF SECURITIES NAME OF REPORTING COMPANY COMPANY ORGANIZATION ORGANIZATION HELD NATURE OF BUSINESS - -------------------------------------- --------------- ------------ ------------ ---------- ------------------------------ OQ Partners Energy Related 03/22/2000 Tex 50% Developing & marketing training modules for operator qualification rule compliance and record keeping. Entex Gas Marketing Company* Energy Related 4/23/1987 Tex 100% Formerly engaged in natural gas marketing. Entex NGV, Inc.* Energy Related 6/03/1993 Del 100% Formed to market compressed natural gas and natural gas vehicles. Entex Oil & Gas Company* Gas Related 9/05/1977 Tex 100% Formerly pursued oil and gas exploration and production. CenterPoint Energy Intrastate Gas Related 11/19/1977 Tex 100% Intrastate gas transmission in Pipelines, Inc. Texas and Louisiana. Minnesota Intrastate Pipeline Company Gas Related 10/06/1993 Del 100% Gas transmission. Owns pipeline in Minnesota. National Furnace Company Energy Related 6/14/1976 Tex 100% Exists for fulfill obligations on furnaces it formerly sold. Noram Utility Services, Inc. * Energy Related 08/28/1995 Del 100% Company has no current activity/operations. Previously provided line locating and related services. CenterPoint Energy Offshore Management Gas Related 04/15/2005 Del 100% Operations and maintenance Services, LLC management services for natural gas operations. (a) CenterPoint Energy Utility Holding Company, LLC is a wholly-owned, registered public utility holding company subsidiary of CenterPoint Energy, Inc. CenterPoint Energy Power Systems, Inc., CenterPoint Energy Products, Inc., Utility Rail Services, Inc. and CenterPoint Energy Resources Corp. are direct, wholly owned subsidiaries of Utility Holding Company, LLC. Other companies are direct or indirect subsidiaries of CenterPoint Energy Resources Corp, as indicated. *- operationally inactive entity LLC: Limited Liability Corporation -5-
ITEM 2.-ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS ISSUANCES AND RENEWALS OF SECURITIES (in thousands of dollars): Person to Company Type of Principal whom Collateral Consideration issuing security amount of Issue or Cost of security was given with received for security issued security renewal capital issued security each security - -------- -------- --------- -------- ------- ------------ ---------- ------------- None -6-
ITEM 3.-ASSOCIATED TRANSACTIONS Part I.-Transactions performed by reporting companies on behalf of associate companies (in thousands of dollars). Reporting Company Types of Cost Rendering Associate Company Services Direct Costs Indirect Costs of Total Amount Services Receiving Services Rendered Charged Charged Capital Billed - -------------- -------------------------------- ------------ ------------ -------------- ------- ------------ Minnesota CenterPoint Energy Minnesota Gas Gas $ 348 $-- $-- $ 348 Intrastate sales Pipeline purchases Company CenterPoint CenterPoint Energy Intrastate Admin Staff -- -- -- -- Energy Pipelines Services, Inc. CenterPoint CenterPoint Energy Gas Gas Sales/ 1,414 -- -- 1,414 Energy Transmission Gas Trans/ Mississippi Rev Storage River Transmission CenterPoint CenterPoint Energy Services, Gas Sales/ 3,064 -- -- 3,064 Energy Inc. Gas Trans/ Mississippi Rev Storage River Transmission CenterPoint CenterPoint Energy Mississippi Other -- -- -- -- Energy Gas River Transmission Operating Transmission Revenue CenterPoint CenterPoint Energy Field Prod. Extr. 1,643 -- -- 1,643 Energy Gas Services Transmission CenterPoint CenterPoint Energy Arkla Gas Trans/ 21,682 -- -- 21,682 Energy Gas Rev Storage Transmission CenterPoint CenterPoint Energy Services, Gas Sales/ 3,294 -- -- 3,294 Energy Gas Inc. Gas Trans/ Transmission Rev Storage/ Other Operating Rev CenterPoint CenterPoint Energy Mississippi Other Oper 11,271 -- -- 11,271 Energy River Transmission Rev/ Other Pipeline Oper/ Cust Services Svc Rev CenterPoint CenterPoint Energy Gas Other Oper 25,501 -- -- 25,501 Energy Transmission Rev/ Other Pipeline Oper/ Cust Services Svc Rev CenterPoint CenterPoint Energy Field Other Oper 1,139 -- -- 1,139 Energy Services Rev/ Other Pipeline Oper/ Cust Services Svc Rev CenterPoint CenterPoint Energy Arkla Other Oper 59 -- -- 59 Energy Rev/ Other Pipeline Oper Services CenterPoint CenterPoint Energy Minnesota Gas Other -- -- -- -- Energy Operations Pipeline Services CenterPoint CenterPoint Energy Entex Other 35 -- -- 35 Energy Operations Pipeline Services CenterPoint CenterPoint Illinois Gas Other Oper 93 -- -- 93 Energy Transmission Rev/ Other Pipeline Oper Services -7-
Reporting Company Types of Cost Rendering Associate Company Services Direct Costs Indirect Costs of Total Amount Services Receiving Services Rendered Charged Charged Capital Billed - -------------- -------------------------------- ------------ ------------ -------------- ------- ------------ CenterPoint Pine Pipeline Acquisition Other Oper 1 -- -- 1 Energy Rev/ Other Pipeline Oper Services CenterPoint CenterPoint Energy Mississippi Other 141 -- -- 141 Energy Field River Transmission Operating Services Revenue CenterPoint CenterPoint Energy Gas Gas Trans 563 -- -- 563 Energy Field Transmission Rev/ Other Services Oper Rev CenterPoint CenterPoint Energy Arkla Gas Sales -- -- -- -- Energy Field Services CenterPoint CenterPoint Energy Services, Gas Sales/ 6,729 -- -- 6,729 Energy Field Inc. Gas Trans Services Rev/ Other Oper Rev CenterPoint CenterPoint Energy Entex Other 2 -- -- 2 Energy Field Operating Services Revenue CenterPoint CenterPoint Energy Field Prod. Extr. 6 -- -- 6 Energy Gas Services Processing CenterPoint CenterPoint Energy Mississippi Gas Sales -- -- -- -- Energy River Transmission Services, Inc. CenterPoint CenterPoint Energy Field Gas Resale 447 -- -- 447 Energy Services Services, Inc. CenterPoint CenterPoint Energy Arkla Gas Sales/ 5,757 -- -- 5,757 Energy Gas Resale Services, Inc. CenterPoint CenterPoint Energy Minnesota Gas Gas Resale -- -- -- -- Energy Services, Inc. CenterPoint CenterPoint Energy Intrastate Gas Resale 36,702 -- -- 36,702 Energy Pipeline Services, Inc. CenterPoint CenterPoint Energy Entex Gas Sales/ 36,758 -- -- 36,758 Energy Gas Resale Services, Inc. CenterPoint LA Trans Div of Entex Gas Resale 12,374 -- -- 12,374 Energy Services, Inc. CenterPoint CenterPoint Energy Services, Gas -- -- -- -- Energy Inc. Transmission Intrastate Pipeline CenterPoint CenterPoint Energy Entex Gas Resale/ 106 -- -- 106 Energy Gas Trans Intrastate Pipeline CenterPoint CenterPoint Energy Arkla Other 10 -- -- 10 Energy Operations Alternative Fuels CenterPoint CenterPoint Energy Entex Other 14 -- -- 14 Energy Operations Alternative Fuels -8-
Part II.-Transactions performed by associate companies on behalf of reporting companies (in thousands of dollars). Associate Company Types of Indirect Cost Total Rendering Reporting Company Services Direct Costs Costs of Amount Services Receiving Services Rendered Charged Charged Capital Billed - -------------- -------------------------------- -------- ------------ -------- ------- ------ CenterPoint CenterPoint Energy 1 $2,882 $1,552 $211 $4,645 Energy Service Gas Transmission Co. Company, LLC CenterPoint CenterPoint Energy 1 822 565 2 1,389 Energy Service Services, Inc. Company, LLC CenterPoint CenterPoint Energy 1 400 458 1 859 Energy Service Field Services, Inc. Company, LLC CenterPoint CenterPoint Energy 1 200 2 -- 202 Energy Service Mississippi River Transportation Company, LLC CenterPoint CenterPoint Energy 1 155 1 -- 156 Energy Service Pipeline Services, Inc. Company, LLC CenterPoint CenterPoint Energy 1 68 -- -- 68 Energy Service Products, Inc. Company, LLC CenterPoint CenterPoint Energy 1 8 -- -- 8 Energy Service Alternative Fuels, Inc. Company, LLC CenterPoint CenterPoint Energy 1 2 -- -- 2 Energy Service Offshore Management Company, LLC Services, LLC CenterPoint CenterPoint Energy 1 1 -- -- 1 Energy Service Power Systems, Inc. Company, LLC CenterPoint CenterPoint Energy 1 1 -- -- 1 Energy Service Illinois Gas Transmission Company, LLC CenterPoint National Furnace 1 1 -- -- 1 Energy Service Company Company, LLC CenterPoint CenterPoint Energy 1 1 -- -- 1 Energy Service Pine Pipeline Acquisition Co. Company, LLC (1) Services provided include Information Technology, Shared Services, Legal, Finance, Human Resources, and Corporate Communications -9-
Associate Company Types of Indirect Cost Total Rendering Reporting Company Services Direct Costs Costs of Amount Services Receiving Services Rendered Charged Charged Capital Billed - ---------------- -------------------------------- ----------------------- ------------ -------- ------- ------ CenterPoint CenterPoint Energy Broadband over 278 -- -- 278 Energy Houston Products, Inc. Power line services Electric CenterPoint CenterPoint Energy GIS services -- -- -- -- Energy Houston Pipeline Services, Inc. Electric CenterPoint CenterPoint Energy Rent -- -- -- -- Energy Arkla Pipeline Services, Inc. CenterPoint CenterPoint Energy IT Telecom -- -- -- -- Energy Arkla Gas Transmission Co. CenterPoint CenterPoint Energy Gas sales and balancing 1 -- -- 1 Energy Minnesota Services, Inc. Gas CenterPoint CenterPoint Energy Line locating -- -- -- -- Entex Houston Electric CenterPoint CenterPoint Energy Marketing, admin -- -- -- -- Entex Intrastate Pipeline staff, rates CenterPoint CenterPoint Energy Payroll -- -- -- -- Entex Alternative Fuels, Inc. CenterPoint CenterPoint Energy Marketing, admin -- -- -- -- Entex Intrastate Pipelines, Inc. staff, rates -10-
ITEM 4.-SUMMARY OF AGGREGATE INVESTMENT (IN THOUSANDS) Investments in energy-related companies: Total consolidated $10,029,471 Line 1 capitalization as of June 30, 2005 Total capitalization multiplied by 15% (Line 1 multiplied by 0.15) 1,504,421 Line 2 Greater of $50 million or line 2 $1,504,421 Line 3 Total current aggregate investment: (categorized by major line of energy-related business) (Category 3) $ (3,520) Natural gas vehicles (Category 4) (13,156) Appliance Sales (Category 5) (8,397) Energy Marketing (Category 7) 1,575 Services ----------- Total current aggregate Investment (23,498) Line 4 ---------- Difference between the greater of $50 million or 15% of capitalization and the total aggregate investment of the registered holding company system (line 3 less line 4) $1,480,923 Line 5 ---------- Investments in gas-related companies: Total current aggregate investment: (categorized by major line of energy-related business) Gas related business category 1 $ 1,466,559 (Category 1) Transportation or storage of natural gas Gas related business category 2 30,141 (Category 2) Supply of natural gas ----------- Total current aggregate investment $1,496,700 ---------- -11-
ITEM 5.-OTHER INVESTMENTS (IN THOUSANDS) Other Investment Other Investment Reason for Major Line of Energy- in Last in This Difference in Related Business (a) U-9C-3 Report U-9C-3 Report Other Investment - --------------------- ---------------- ---------------- ---------------- None -12-
ITEM 6.-FINANCIAL STATEMENTS AND EXHIBITS A. Current Period Financial Statements: (filed with a request for confidential treatment) CenterPoint Energy Power Systems, Inc. Balance Sheet as of June 30, 2005 CenterPoint Energy Power Systems, Inc. Statement of Operations for the three and six months ended June 30, 2005 CenterPoint Energy Products, Inc. Balance Sheet as of June 30, 2005 CenterPoint Energy Products, Inc. Statement of Operations for the three and six months ended June 30, 2005 Arkla Industries, Inc. Balance Sheet as of June 30, 2005 Arkla Industries, Inc. Statement of Operations for the three and six months ended June 30, 2005 CenterPoint Energy Alternative Fuels, Inc. Balance Sheet as of June 30, 2005 CenterPoint Energy Alternative Fuels, Inc. Statement of Operations for the three and six months ended June 30, 2005 CenterPoint Energy Field Services, Inc. Balance Sheet as of June 30, 2005 CenterPoint Energy Field Services, Inc. Statement of Operations for the three and six months ended June 30, 2005 CenterPoint Energy Gas Processing, Inc. Balance Sheet as of June 30, 2005 CenterPoint Energy Gas Processing, Inc. Statement of Operations for the three and six months ended June 30, 2005 CenterPoint Energy Gas Transmission Co. Balance Sheet as of June 30, 2005 CenterPoint Energy Gas Transmission Co. Statement of Operations for the three and six months ended June 30, 2005 CenterPoint Energy Illinois Gas Transmission Co. Balance Sheet as of June 30, 2005 CenterPoint Energy Illinois Gas Transmission Co. Statement of Operations for the three and six months ended June 30, 2005 CenterPoint Energy Intrastate Holdings, LLC Balance Sheet as of June 30, 2005 CenterPoint Energy Intrastate Holdings, LLC Statement of Operations for the three and six months ended June 30, 2005 Pine Pipeline Acquisition Company, LLC Balance Sheet as of June 30, 2005 Pine Pipeline Acquisition Company, LLC Statement of Operations for the three and six months ended June 30, 2005 CenterPoint Energy Services, Inc. Balance Sheet as of June 30, 2005 CenterPoint Energy Services, Inc. Statement of Operations for the three and six months ended June 30, 2005 CenterPoint Energy Mississippi River Transmission Corp. Balance Sheet as of June 30, 2005 CenterPoint Energy Mississippi River Transmission Corp. Statement of Operations for the three and six months ended June 30, 2005 CenterPoint Energy MRT Services Company Balance Sheet as of June 30, 2005 CenterPoint Energy MRT Services Company Statement of Operations for the three and six months ended June 30, 2005 CenterPoint Energy Pipeline Services, Inc. Balance Sheet as of June 30, 2005 CenterPoint Energy Pipeline Services, Inc. Statement of Operations for the three and six months ended June 30, 2005 -13-
CenterPoint Energy OQ, LLC Balance Sheet as of June 30, 2005 CenterPoint Energy OQ, LLC Statement of Operations for the three and six months ended June 30, 2005 CenterPoint Energy Intrastate Pipelines, Inc. Balance Sheet as of June 30, 2005 CenterPoint Energy Intrastate Pipelines, Inc. Statement of Operations for the three and six months ended June 30, 2005 Minnesota Intrastate Pipeline Company Balance Sheet as of June 30, 2005 Minnesota Intrastate Pipeline Company Statement of Operations for the three and six months ended June 30, 2005 National Furnace Company Balance Sheet as of June 30, 2005 National Furnace Company Statement of Operations for the three and six months ended June 30, 2005 CenterPoint Energy Offshore Management Services, LLC Balance Sheet as of June 30, 2005 CenterPoint Energy Offshore Management Services, LLC Statement of Operations for the three and six months ended June 30, 2005 B. Exhibits: None. SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, as amended, the Applicants have duly caused this Application/Declaration to be signed on their behalf by the undersigned thereunto duly authorized. Date: August 30, 2005 CENTERPOINT ENERGY, INC. and its Subsidiaries By: /s/ Walter L. Fitzgerald ------------------------------------ Walter L. Fitzgerald Vice President and Controller CenterPoint Energy, Inc. -14-