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
. . . EXHIBIT B File No. 70-102999 CALCULATION OF FINANCING AUTHORITY UNDER 1935 ACT AMOUNT AMOUNT AMOUNT OUTSTANDING AT OUTSTANDING AT OUTSTANDING AT EXPLANATION OF COMPANY SECURITY MARCH 7, 2005 JUNE 30, 2005 SEPTEMBER 30, 2005 ACTIVITY IN QUARTER - ------- -------- -------------- -------------- ------------------ -------------------------------- CNP ZENS 107,380,802(1) 108,032,597 108,548,183 Accounting adjustment only; no Convertible Sr. Notes 830,000,000 830,000,000 830,000,000 change in outstanding debt. Senior Notes 600,000,000 600,000,000 600,000,000 $571,908,000 of 3.75% Notes Collateralized PCBs exchanged during quarter FMBs 150,850,000 150,850,000 150,850,000 GMBs 527,200,000 527,200,000 527,200,000 Uncollateralized PCBs 518,700,000 518,700,000 518,700,000 Trust Preferred Securities 100,000,000 100,000,000 100,000,000 Bank Loans / Commercial Paper 204,000,000 120,000,000 187,254,000 Increased borrowings to meet ------------- ------------- ------------- daily liquidity needs Subtotal 3,038,130,802 2,954,782,597 3,022,552,183 Undrawn Bank Capacity 796,000,000 879,348,205(2) 811,578,619(3) ------------- ------------- ------------- Total 3,834,130,802 3,834,130,802 3,834,130,802 ============= ============= ============= CEHE FMBs 102,442,000 102,442,000 102,442,000 GMBs 1,262,275,000 1,262,275,000 1,262,275,000 Collateralized PCBs 229,050,000 229,050,000 229,050,000 Collateralized Term Loan 1,310,000,000 1,310,000,000 1,310,000,000 ------------- ------------- ------------- Subtotal 2,903,767,000 2,903,767,000 2,903,767,000 Transition Bonds 675,879,542 659,965,480 629,073,479 $30,892,001 repaid on 9/15/05 ------------- ------------- ------------- Subotal 3,579,646,542 3,563,732,480 3,532,840,479 ------------- ------------- ------------- Bank Loans 30,000,000 0 0 ------------- ------------- ------------- Subotal 3,609,646,542 3,563,732,480 3,532,840,479 Undrawn Bank Capacity 170,000,000 200,000,000 200,000,000 ------------- ------------- ------------- Total 3,779,646,542 3,763,732,480 3,732,840,479 ============= ============= ============= CERC Debentures / Notes 2,242,070,000 2,242,070,000 1,917,070,000 $325 million of 8.125% Notes Convertible Subordinated Notes 77,372,900 71,483,900 71,483,900 repaid at 7/15/05 maturity Note Payable 36,000,000 0 0 Trust Preferred Securities 334,000 334,000 0 Redemed in full on 8/1/05 Bank Loans 0 0 0 ------------- ------------- ------------- Subtotal 2,355,776,900 2,313,887,900 1,988,553,900 Undrawn Bank Capacity 250,000,000 400,000,000 400,000,000 ------------- ------------- ------------- Total 2,605,776,900 2,713,887,900 2,388,553,900 ============= ============= ============= (1) As of February 28, 2005 (2) Undrawn amount under revolver of $880,000,000 less increase of $651,795 in ZENS debt balance on financial statements since 3/7/05 (3) Undrawn amount under revolver of $1,000,000,000 less $187,254,000 utilized as CP backstop and less increase of $1,167,381 in ZENS debt balance on financial statements since 3/7/05 CNP Debt and Preferred as of 3/7/05 3,834,130,802 Incremental Debt and Preferred Authorized in 6/29/05 Financing Order 0 ------------- Total Amount Authorized 3,834,130,802 Less Debt and Preferred at 9/30/05 3,834,130,802 ------------- Amount Available at 9/30/05 0 ============= Reservation of Jurisdiction at 9/30/05 $500,000,000 CEHE Debt and Preferred as of 3/7/05 3,779,646,542 Incremental Debt and Preferred Authorized in 6/29/05 Financing Order 0 Transition Bonds Authorized in 6/30/05 Financing Order 2,000,000,000(1) ------------- Total Amount Authorized 5,779,646,542 Less Debt and Preferred at 9/30/05 3,732,840,479 ------------- Amount Available at 9/30/05 2,046,806,063 ============= Reservation of Jurisdiction at 9/30/05 $500,000,000 CERC Debt and Preferred as of 3/7/05 2,605,776,900 Incremental Debt and Preferred Authorized in 6/29/05 Financing Order (2) 150,000,000 ------------- Total Amount Authorized 2,755,776,900 Less Debt and Preferred at 9/30/05 2,388,553,900 ------------- Amount Available at 9/30/05 367,223,000 ============= Reservation of Jurisdiction at 9/30/05 $500,000,000 (1) Transition bonds of up to $2 billion were authorized to e issued by CNP Transition Bond Company II in order dated September 30, 2005 (Release 35-28040). (2) The incremental amount related to the 6/30/05 increase in the CERC revolver from $250 million to $400 million.
EXHIBIT C FILE NO. 70-10299 UTILITY HOLDINGS, LLC INTERCOMPANY DEBT AS OF SEPTEMBER 30, 2005 Long Term Notes Payable to CEHE 750,000,000.00 Long Term Notes Payable to CNP 150,850,000.00 -------------- Total Intercompany Long Term Notes Payable 900,850,000.00 ============== Long Term Notes Receivable from CNP 750,000,000.00 Long Term Notes Receivable from CEHE 150,850,000.00 -------------- Total Intercompany Long Term Notes Receivable 900,850,000.00 ==============
EXHIBIT D FILE NO. 70-10299 RELATED PARTY TRANSACTIONS -- CERC The following table summarizes receivables from, or payables to, CenterPoint Energy or its subsidiaries: DECEMBER SEPTEMBER 31, 2004 30, 2005 -------- --------- (IN MILLIONS) Accounts receivable from affiliates ...................................... $ 4 $ 11 Accounts payable to affiliates ........................................... (34) (28) Notes receivable from affiliates(1) ...................................... 42 4 ---- ---- Accounts and notes receivable/(payable) -- affiliated companies, net .. $ 12 $(13) ==== ==== Long-term accounts receivable from affiliates ............................ $ 64 $ 64 Long-term accounts payable to affiliates ................................. (45) (48) Long-term notes payable to affiliates .................................... (1) -- ---- ---- Long-term accounts and notes receivable -- affiliated companies, net .. $ 18 $ 16 ==== ==== - ---------- (1) Represents money pool investments. For the three months ended September 30, 2004 and 2005, CERC had net interest income related to affiliate borrowings of $2.9 million and $0.9 million, respectively. For the nine months ended September 30, 2004 and 2005, CERC had net interest income related to affiliate borrowings of $7.0 million and $3.5 million, respectively. The 1935 Act generally prohibits borrowings by CenterPoint Energy from its subsidiaries, including CERC, either through the money pool or otherwise. For the three and nine months ended September 30, 2004, the sales and services provided by CERC to Texas Genco Holdings, Inc. (Texas Genco), a former subsidiary of CenterPoint Energy, totaled $3 million and $20 million, respectively. For the three and nine months ended September 30, 2005, CERC provided no sales or services to CenterPoint Energy or its subsidiaries. CenterPoint Energy provides some corporate services to CERC. The costs of services have been directly charged to CERC using methods that management believes are reasonable. These methods include negotiated usage rates, dedicated asset assignment, and proportionate corporate formulas based on assets, operating margins, operating expenses and employees. These charges are not necessarily indicative of what would have been incurred had CERC not been an affiliate. Amounts charged to CERC for these services were $29 million and $33 million for the three months ended September 30, 2004 and 2005, respectively, and $84 million and $93 million for the nine months ended September 30, 2004 and 2005, respectively, and are included primarily in operation and maintenance expenses. Pursuant to the tax sharing agreement with CenterPoint Energy, CERC received an allocation of CenterPoint Energy's tax benefits totaling $5 million and $60 million for the three and nine months ended September 30, 2005, respectively, which was recorded as an increase to additional paid-in capital. In the second quarter of 2005, CERC paid a dividend of $100 million to Utility Holding, LLC, CERC's parent.
EXHIBIT D FILE NO. 70-10299 RELATED PARTY TRANSACTIONS AND MAJOR CUSTOMERS -- CEHE Related Party Transactions. The following table summarizes receivables from, or payables to, CenterPoint Energy or its subsidiaries: DECEMBER SEPTEMBER 31, 2004 30, 2005 -------- --------- (IN MILLIONS) Accounts receivable from affiliates ............................ $ 17 $ 9 Accounts payable to affiliates ................................. (32) (44) Notes receivable -- affiliated companies (1) ................... 73 76 ----- ----- Accounts and notes receivable -- affiliated companies, net .. $ 58 $ 41 ===== ===== Long-term notes receivable -- affiliated companies ............. $ 815 $ 815 ===== ===== Long-term notes payable -- affiliated companies ................ $(151) $(151) ===== ===== Long-term accounts payable -- affiliated companies ............. $(303) $(303) ===== ===== - ---------- (2) Represents money pool borrowings and investments. For the three months ended September 30, 2004 and 2005, CEHE had net interest income related to affiliate borrowings of $5 million and $11 million, respectively, and $11 million and $29 million for the nine months ended September 30, 2004 and 2005, respectively. The 1935 Act generally prohibits borrowings by CenterPoint Energy from its subsidiaries, including CEHE, either through the money pool or otherwise. CenterPoint Energy provides some corporate services to CEHE. The costs of services have been charged directly to CEHE using methods that management believes are reasonable. These methods include negotiated usage rates, dedicated asset assignment and proportionate corporate formulas based on assets, operating margins, operating expenses and employees. These charges are not necessarily indicative of what would have been incurred had CEHE not been an affiliate. Amounts charged to CEHE for these services were $26 million and $30 million for the three months ended September 30, 2004 and 2005, respectively, and $75 million and $84 million for the nine months ended September 30, 2004 and 2005, respectively, and are included primarily in operation and maintenance expenses. Pursuant to the tax sharing agreement with CenterPoint Energy, CEHE received an allocation of CenterPoint Energy's tax benefits of $26 million and $33 million for the three and nine months ended September 30, 2005, respectively, which was recorded as an increase to additional paid-in capital. Major Customers. During the three months ended September 30, 2004 and 2005, revenues derived from energy delivery charges provided by CEHE to a subsidiary of RRI totaled $265 million and $249 million, respectively, and $666 million and $615 million during the nine months ended September 30, 2004 and 2005, respectively.
EXHIBIT E FILE NO. 70-10299 CENTERPOINT ENERGY, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (MILLIONS OF DOLLARS) (UNAUDITED) ASSETS DECEMBER 31, SEPTEMBER 30, 2004 2005 ------------ ------------- CURRENT ASSETS: Cash and cash equivalents ........................ $ 165 $ 162 Investment in Time Warner common stock ........... 421 392 Accounts receivable, net ......................... 742 745 Accrued unbilled revenues ........................ 576 313 Natural gas inventory ............................ 174 309 Materials and supplies ........................... 78 88 Non-trading derivative assets .................... 50 195 Current assets of discontinued operations ........ 514 -- Prepaid expenses ................................. 21 18 Other current assets ............................. 96 240 ------- ------- Total current assets .......................... 2,837 2,462 ------- ------- PROPERTY, PLANT AND EQUIPMENT: Property, plant and equipment .................... 10,963 11,323 Less accumulated depreciation and amortization ... (2,777) (2,962) ------- ------- Property, plant and equipment, net ............ 8,186 8,361 ------- ------- OTHER ASSETS: Goodwill, net .................................... 1,741 1,744 Other intangibles, net ........................... 58 56 Regulatory assets ................................ 3,350 2,943 Non-trading derivative assets .................... 18 108 Non-current assets of discontinued operations .... 1,051 -- Other ............................................ 921 838 ------- ------- Total other assets ............................ 7,139 5,689 ------- ------- TOTAL ASSETS ............................... $18,162 $16,512 ======= =======
EXHIBIT E FILE NO. 70-10299 CENTERPOINT ENERGY, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS - (CONTINUED) (MILLIONS OF DOLLARS) (UNAUDITED) LIABILITIES AND SHAREHOLDERS' EQUITY DECEMBER 31, SEPTEMBER 30, 2004 2005 ------------ ------------- CURRENT LIABILITIES: Current portion of transition bond long-term debt ......... $ 47 $ 54 Current portion of other long-term debt ................... 1,789 2,004 Indexed debt securities derivative ........................ 342 307 Accounts payable .......................................... 868 845 Taxes accrued ............................................. 609 174 Interest accrued .......................................... 151 143 Non-trading derivative liabilities ........................ 26 89 Regulatory liabilities .................................... 225 -- Accumulated deferred income taxes, net .................... 261 366 Current liabilities of discontinued operations ............ 449 -- Other ..................................................... 420 692 ------- ------- Total current liabilities .............................. 5,187 4,674 ------- ------- OTHER LIABILITIES: Accumulated deferred income taxes, net .................... 2,415 2,480 Unamortized investment tax credits ........................ 54 48 Non-trading derivative liabilities ........................ 6 14 Benefit obligations ....................................... 440 457 Regulatory liabilities .................................... 1,082 749 Non-current liabilities of discontinued operations ........ 420 -- Other ..................................................... 259 378 ------- ------- Total other liabilities ................................ 4,676 4,126 ------- ------- LONG-TERM DEBT: Transition bonds .......................................... 629 575 Other ..................................................... 6,564 5,919 ------- ------- Total long-term debt ................................... 7,193 6,494 ------- ------- COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' EQUITY: Common stock (308,045,215 shares and 310,069,770 shares outstanding at December 31, 2004 and September 30, 2005, respectively) ...................... 3 3 Additional paid-in capital ................................ 2,891 2,917 Retained deficit .......................................... (1,727) (1,661) Accumulated other comprehensive loss ...................... (61) (41) ------- ------- Total shareholders' equity ............................. 1,106 1,218 ------- ------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY .......... $18,162 $16,512 ======= =======
EXHIBIT E FILE NO. 70-10299 CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC AND SUBSIDIARIES (AN INDIRECT WHOLLY OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.) CONSOLIDATED BALANCE SHEETS (MILLIONS OF DOLLARS) (UNAUDITED) ASSETS DECEMBER 31, SEPTEMBER 30, 2004 2005 ------------ ------------- CURRENT ASSETS: Cash and cash equivalents ....................... $ 25 $ 14 Accounts and notes receivable, net .............. 124 155 Accounts and notes receivable -- affiliated companies, net ............................... 58 41 Accrued unbilled revenues ....................... 74 124 Materials and supplies .......................... 53 56 Taxes receivable ................................ 62 58 Deferred tax asset .............................. 79 -- Other ........................................... 12 10 ------- ------- Total current assets ......................... 487 458 ------- ------- PROPERTY, PLANT AND EQUIPMENT: Property, plant and equipment ................... 6,245 6,395 Less accumulated depreciation and amortization .. (2,204) (2,331) ------- ------- Property, plant and equipment, net ........... 4,041 4,064 ------- ------- OTHER ASSETS: Other intangibles, net .......................... 38 38 Regulatory assets ............................... 3,329 2,915 Notes receivable-- affiliated companies ......... 815 815 Other ........................................... 73 65 ------- ------- Total other assets ........................... 4,255 3,833 ------- ------- TOTAL ASSETS .............................. $ 8,783 $ 8,355 ======= =======
EXHIBIT E FILE NO. 70-10299 CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC AND SUBSIDIARIES (AN INDIRECT WHOLLY OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.) CONSOLIDATED BALANCE SHEETS (MILLIONS OF DOLLARS) -- (CONTINUED) (UNAUDITED) LIABILITIES AND MEMBER'S EQUITY DECEMBER 31, SEPTEMBER 30, 2004 2005 ------------ ------------- CURRENT LIABILITIES: Current portion of transition bond long-term debt ... $ 47 $ 54 Current portion of other long-term debt ............. 1,310 1,310 Accounts payable .................................... 41 43 Taxes accrued ....................................... 105 67 Interest accrued .................................... 68 51 Regulatory liabilities .............................. 225 -- Other ............................................... 58 46 ------ ------ Total current liabilities ........................ 1,854 1,571 ------ ------ OTHER LIABILITIES: Accumulated deferred income taxes, net .............. 1,377 1,398 Unamortized investment tax credits .................. 49 44 Benefit obligations ................................. 128 135 Regulatory liabilities .............................. 648 302 Notes payable -- affiliated companies ............... 151 151 Accounts payable -- affiliated companies ............ 303 303 Other ............................................... 19 21 ------ ------ Total other liabilities .......................... 2,675 2,354 ------ ------ LONG-TERM DEBT: Transition bonds .................................... 629 575 Other ............................................... 1,592 1,591 ------ ------ Total long-term debt ............................. 2,221 2,166 ------ ------ COMMITMENTS AND CONTINGENCIES MEMBER'S EQUITY: Common stock ........................................ -- -- Paid-in capital ..................................... 2,278 2,309 Retained deficit .................................... (245) (45) ------ ------ Total member's equity ............................ 2,033 2,264 ------ ------ TOTAL LIABILITIES AND MEMBER'S EQUITY ......... $8,783 $8,355 ====== ======
EXHIBIT E FILE NO. 70-10299 CENTERPOINT ENERGY RESOURCES CORP. AND SUBSIDIARIES (AN INDIRECT WHOLLY OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.) CONSOLIDATED BALANCE SHEETS (MILLIONS OF DOLLARS) (UNAUDITED) ASSETS DECEMBER 31, SEPTEMBER 30, 2004 2005 ------------ ------------- CURRENT ASSETS: Cash and cash equivalents .................................. $ 141 $ 107 Accounts and notes receivable, net ......................... 613 587 Accrued unbilled revenue ................................... 502 189 Accounts and notes receivable - affiliated companies, net ..................................................... 12 -- Materials and supplies ..................................... 25 32 Natural gas inventory ...................................... 174 310 Non-trading derivative assets .............................. 50 195 Taxes receivable ........................................... 155 1 Deferred tax asset ......................................... 12 2 Prepaid expenses ........................................... 9 10 Other ...................................................... 92 233 ------ ------ Total current assets .................................... 1,785 1,666 ------ ------ PROPERTY, PLANT AND EQUIPMENT: Property, plant and equipment .............................. 4,296 4,508 Less accumulated depreciation .............................. (462) (524) ------ ------ Property, plant and equipment, net ...................... 3,834 3,984 ------ ------ OTHER ASSETS: Goodwill, net .............................................. 1,741 1,744 Other intangibles, net ..................................... 20 19 Non-trading derivative assets .............................. 18 108 Accounts and notes receivable - affiliated companies, net .. 18 16 Other ...................................................... 117 138 ------ ------ Total other assets ...................................... 1,914 2,025 ------ ------ TOTAL ASSETS .................................................. $7,533 $7,675 ====== ======
EXHIBIT E FILE NO. 70-10299 CENTERPOINT ENERGY RESOURCES CORP. AND SUBSIDIARIES (AN INDIRECT WHOLLY OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.) CONSOLIDATED BALANCE SHEETS -- (CONTINUED) (MILLIONS OF DOLLARS) (UNAUDITED) LIABILITIES AND STOCKHOLDER'S EQUITY DECEMBER 31, SEPTEMBER 30, 2004 2005 ------------ ------------- CURRENT LIABILITIES: Current portion of long-term debt .................... $ 367 $ 6 Accounts payable ..................................... 799 784 Accounts and notes payable - affiliated companies, net ............................................... -- 13 Taxes accrued ........................................ 78 63 Interest accrued ..................................... 58 46 Customer deposits .................................... 60 60 Non-trading derivative liabilities ................... 26 89 Accumulated deferred income taxes, net ............... -- 2 Other ................................................ 273 559 ------ ------ Total current liabilities ........................ 1,661 1,622 ------ ------ OTHER LIABILITIES: Accumulated deferred income taxes, net ............... 641 637 Non-trading derivative liabilities ................... 6 14 Benefit obligations .................................. 128 129 Other ................................................ 557 659 ------ ------ Total other liabilities .......................... 1,332 1,439 ------ ------ LONG-TERM DEBT .......................................... 2,001 1,986 ------ ------ COMMITMENTS AND CONTINGENCIES STOCKHOLDER'S EQUITY: Common stock ......................................... -- -- Paid-in capital ...................................... 2,232 2,292 Retained earnings .................................... 305 332 Accumulated other comprehensive income ............... 2 4 ------ ------ Total stockholder's equity ....................... 2,539 2,628 ------ ------ TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY ........... $7,533 $7,675 ====== ======
EXHIBIT F FILE NO. 70-10299 CENTERPOINT ENERGY, INC. AND SUBSIDIARIES CAPITAL STRUCTURE BY ENTITY AS OF SEPTEMBER 30, 2005 (IN MILLIONS) CENTERPOINT CENTERPOINT ENERGY ENERGY CENTERPOINT HOUSTON RESOURCES ENERGY, INC. ELECTRIC, LLC CORP. ------------ ------------- ----------- CURRENT PORTION OF LONG-TERM DEBT $ 2,058 20.42% $1,364 22.94% $ 6 0.13% INDEXED DEBT SECURITIES DERIVATIVE 307 3.05% -- 0.00% -- 0.00% DEBT TO AFFILIATE-CENTERPOINT ENERGY, INC. -- 0.00% 151 2.54% -- 0.00% LONG-TERM DEBT 6,494 64.44% 2,166 36.44% 1,986 42.99% COMMON STOCK 3 0.03% -- 0.00% -- 0.00% ADDITIONAL PAID-IN CAPITAL 2,917 28.95% 2,309 38.84% 2,292 49.61% RETAINED EARNINGS (DEFICIT) (1,661) -16.48% (45) -0.76% 332 7.19% ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (41) -0.41% -- 0.00% 4 0.08% ------- ------ ------ ------ ------ ------ TOTAL CAPITALIZATION $10,077 100.00% $5,945 100.00% $4,620 100.00% ======= ====== ====== ====== ====== ======
EXHIBIT G FILE NO. 70-10299 CENTERPOINT ENERGY, INC. AND SUBSIDIARIES ROLLFORWARD OF EQUITY FOR THE QUARTER ENDED SEPTEMBER 30, 2005 (IN MILLIONS) OTHER INCOME CHANGES IN ENDING BEGINNING FROM STOCK- BALANCE BALANCE JUNE CONTINUING ISSUANCES OF SEPTEMBER 30, 2005 OPERATIONS DIVIDENDS STOCK 30, 2005 ------------ ---------- --------- ------------ --------- SHAREHOLDERS' EQUITY Common stock $ 3 $-- $ -- $-- $ 3 Additional paid-in capital 2,907 -- -- 10 2,917 Retained deficit (1,689) 50 (22) -- (1,661) Net deferred loss from cash flow hedges (34) -- -- (1) (35) Benefits - minimum liability adjustment (6) -- -- -- (6) ------- --- ---- --- ------- TOTAL SHAREHOLDERS' EQUITY $ 1,181 $50 $(22) $ 9 $ 1,218 ======= === ==== === =======
EXHIBIT G FILE NO. 70-10299 CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC AND SUBSIDIARIES ROLLFORWARD OF EQUITY FOR THE QUARTER ENDED SEPTEMBER 30, 2005 (IN MILLIONS) ENDING BEGINNING CONTRIBUTION BALANCE BALANCE FROM PARENT- SEPTEMBER JUNE 30, 2005 NET INCOME TAX ALLOCATION 30, 2005 ------------- ---------- -------------- --------- MEMBER'S EQUITY Common stock $ -- $-- $-- $ -- Paid-in capital 2,283 -- 26 2,309 Retained deficit (140) 95 -- (45) ------ --- --- ------ TOTAL MEMBER'S EQUITY $2,143 $95 $26 $2,264 ====== === === ======
EXHIBIT G FILE NO. 70-10299 CENTERPOINT ENERGY RESOURCES CORP. AND SUBSIDIARIES ROLLFORWARD OF EQUITY FOR THE QUARTER ENDED SEPTEMBER 30, 2005 (IN MILLIONS) BEGINNING OTHER CONTRIBUTION ENDING BALANCE BALANCE JUNE COMPREHENSIVE FROM PARENT-TAX SEPTEMBER 30, 30, 2005 NET INCOME LOSS ALLOCATION 2005 ------------ ---------- ------------- --------------- -------------- STOCKHOLDER'S EQUITY Common stock $ -- $-- $-- $-- $ -- Paid-in capital 2,287 -- -- 5 2,292 Retained earnings 328 4 -- -- 332 Accumulated other comprehensive income 9 -- (5) -- 4 ------ --- --- --- ------ TOTAL STOCKHOLDER'S EQUITY $2,624 $ 4 $(5) $ 5 $2,628 ====== === === === ======
EXHIBIT H FILE NO. 70-102999 CENTERPOINT ENERGY, INC. SEPTEMBER 30, 2005 INVESTING/BORROWING RATE 4.3544% MONEY POOL #1 PRIOR DAY MP TODAY'S MP COMPANY NAME CO. CODE POSITION (TO MP) (FROM MP) POSITION ------------ -------- ------------ ---------- ---------- ------------ CenterPoint Energy, Inc. 0299 5,177,000 25,491,000 30,668,000 CE Houston Electric, LLC 0003 77,185,000 1,348,000 75,837,000 CE Products, Inc. 0057 (1,067,000) (1,067,000) CE Resources Corp. 0016 25,002,000 21,014,000 3,988,000 CE Service Company, LLC 0002 (12,069,000) 3,148,000 (15,217,000) CE Funding Company 0051 4,799,000 4,799,000 CE Properties, Inc. 0056 (99,027,000) 19,000 (99,008,000) CE International, Inc. 0093 -- -- TOTAL POOL ACTIVITY -- 25,510,000 25,510,000 -- TOTAL SOURCES 112,163,000 115,292,000 TOTAL USES (112,163,000) (115,292,000) ------------ ------------ NET -- -- ============ ============ PRIOR DAY OUTSTANDING EXTERNAL INVESTMENTS INVESTMENT INVEST (REDEEM) INVESTMENT - ------------------------------- ---------- ---------- -------- ----------- CenterPoint Energy, Inc. 0299 -- 41,952,000 41,952,000 CE Houston Electric, LLC 0003 -- -- CE Resources Corp. 0016 54,948,000 18,949,000 73,897,000 CE Properties, Inc. 0056 -- -- ---------- ---------- --- ----------- TOTAL INVESTMENTS 54,948,000 60,901,000 -- 115,849,000 ========== ========== === =========== PRIOR DAY INCREASE TODAY'S COMMERCIAL PAPER OUTSTANDING (REPAY) OUTSTANDING WTD RATE - ------------------------------- ----------- ---------- ----------- -------- CenterPoint Energy, Inc. 0299 167,254,000 20,000,000 187,254,000 4.2823% PRIOR DAY INCREASE TODAY'S BANK LOANS - CNP OUTSTANDING (REPAY) OUTSTANDING WTD RATE - ----------------------- ----------- ----------- ----------- -------- Revolver Mat -- -- -- Revolver Mat 10/26/05 50,000,000 (50,000,000) -- 0.000000% Revolver ABR -- -- -- 0.000000% ---------- ----------- --- -------- CNP TOTAL 50,000,000 (50,000,000) -- 0.000000% ========== =========== === ======== PRIOR DAY INCREASE TODAY'S BANK LOANS - CEHE OUTSTANDING (REPAY) OUTSTANDING WTD RATE - ----------------- ----------- -------- ----------- -------- Revolver ABR -- -- --- --- --- -------- CEHE TOTAL -- -- -- 0.000000% === === === ======== PRIOR DAY INCREASE TODAY'S BANK LOANS - CERC OUTSTANDING (REPAY) OUTSTANDING WTD RATE - ----------------- ----------- -------- ----------- -------- Revolver ABR -- -- 0.000000% --- --- --- -------- CERC TOTAL -- -- -- 0.000000% === === === ======== REMAINING CAPACITY UNDER FACILITIES FACILITY SIZE LOANS OUTSTANDING LOCS REMAINING - ----------------------------------- ------------- ----------------- ---------- ------------- CNP Revolver 1,000,000,000 -- 26,959,000 CNP Commercial Paper 187,254,000 785,787,000 CEHE Revolver 200,000,000 -- -- 200,000,000 CERC Revolver 400,000,000 -- -- 400,000,000 ------------- ----------- ---------- ------------- FACILITY TOTALS 1,600,000,000 187,254,000 26,959,000 1,385,787,000 ============= =========== ========== ============= LIQUIDITY PRIOR DAY AMOUNT TODAY'S AMOUNT --------- ---------------- -------------- External Investments 54,948,000 115,849,000 Remaining Capacity under Facilities 1,355,787,000 1,385,787,000 ------------- --- --- ------------- TOTAL LIQUIDITY 1,410,735,000 -- -- 1,501,636,000 ============= === === =============
EXHIBIT I FILE NO. 70-10299 CENTERPOINT ENERGY, INC. INVESTMENT IN FINANCING SUBS AS OF SEPTEMBER 30, 2005 CenterPoint Energy Houston Electric, LLC 10174 CNP Transition Bond Co LLC (3) 3,745,485 10401 CNP Transition Bond Co LLC II (3) 1,000 Utility Holding Company 10054 CenterPoint Energy Capital Trust II (1) 3,135,565 10181 CenterPoint Energy Investment Management, Inc. 720,346,280 CenterPoint Energy Resources Corp. 10381 CenterPoint Energy Resources Trust (1) -- 10375 CenterPoint Energy Gas Receivables, LLC (2) 53,251,001 (1) Under GAAP accounting, the Trust subsidiaries are deconsolidated from CenterPoint Energy, Inc. and CenterPoint Energy Resources Corp. financial statements as of December 31, 2003, forward. (2) CenterPoint Energy Gas Receivables is a subsidiary that began activity in November 2002. (3) CNP Transition Bond Co LLC II began activity in December 2004. CNP Transition Bond Co LLC began activity in October 2001 but was capitalized prior to 2000.