File No. 070- 10299 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM U-1/A AMENDMENT NO. 4 TO APPLICATION/DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 CenterPoint Energy, Inc. 1111 Louisiana Houston, Texas 77002 Utility Holding, LLC 1011 Centre Road, Suite 324 Wilmington, Delaware 19805 CenterPoint Energy Service Company, LLC CenterPoint Energy Funding Company CenterPoint Energy Houston Electric, LLC CenterPoint Energy Transition Bond Company, LLC CenterPoint Energy Transition Bond Company II, LLC Houston Industries FinanceCo GP, LLC CenterPoint Energy Investment Management, Inc. CenterPoint Energy Properties, Inc. CenterPoint Energy Resources Corp. Arkansas Louisiana Finance Corporation Arkla Industries Inc. CenterPoint Energy Alternative Fuels, Inc. CenterPoint Energy Field Services, Inc. CenterPoint Energy Gas Receivables, LLC CenterPoint Energy Gas Transmission Company CenterPoint Energy - Illinois Gas Transmission Company CenterPoint Energy Intrastate Holdings, LLC Pine Pipeline Acquisition Company, LLC CenterPoint Energy Gas Services, Inc. CenterPoint Energy - Mississippi River Transmission Corporation
CenterPoint Energy MRT Services Company CenterPoint Energy Pipeline Services, Inc. CenterPoint Energy OQ, LLC CenterPoint Energy Intrastate Pipelines, Inc. Minnesota Intrastate Pipeline Company NorAm Financing I HL&P Capital Trust II CenterPoint Energy Funds Management, Inc. CenterPoint Energy International, Inc. CenterPoint Energy Avco Holdings, LLC CenterPoint Energy Offshore Management Services, LLC c/o CenterPoint Energy, Inc. 1111 Louisiana Houston, Texas 77002 (Name of companies filing this statement and address of principal executive offices) CenterPoint Energy, Inc. 1111 Louisiana Houston, Texas 77002 (Name of top registered holding company parent of each applicant or declarant) Rufus S. Scott Vice President, Deputy General Counsel and Assistant Corporate Secretary CenterPoint Energy, Inc. 1111 Louisiana Houston, Texas 77002 (713) 207-7451 (Names and addresses of agents for service) The Commission is also requested to send copies of any communications in connection with this matter to: James R. Doty, Esq. Margo S. Scholin, Esq. Joanne C. Rutkowski, Esq. Baker Botts L.L.P. Baker Botts L.L.P. 3000 One Shell Plaza The Warner Houston, Texas 77002-4995 1299 Pennsylvania Avenue, N.W. (713) 229-1234 Washington, D.C. 20004-2400 (202) 639-7700
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION From time to time, we make statements concerning our expectations, beliefs, plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements, that are not historical facts. These statements are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those expressed or implied by these statements. You can generally identify our forward-looking statements by the words "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "goal," "intend," "may," "objective," "plan," "potential," "predict," "projection," "should," "will," or other similar words. We have based our forward-looking statements on our management's beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that assumptions, beliefs, expectations, intentions and projections about future events may and often do vary materially from actual results. Therefore, we cannot assure you that actual results will not differ materially from those expressed or implied by our forward-looking statements. Some of the factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements are discussed under "Risk Factors" in Item 1 of Part I of the Annual Report of CenterPoint Energy, Inc. on Form 10-K for the fiscal year ended December 31, 2004. The reader should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement, and we undertake no obligation to publicly update or revise any forward-looking statements.
TABLE OF CONTENTS PAGE ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS......................................2 A. Exhibits...........................................2 B. Financial Statements...............................3
The following sections of the Application-Declaration of CenterPoint Energy, Inc. ("CenterPoint" or the "Company"), Utility Holding, LLC ("Utility Holding") and their respective Subsidiaries (together, the "Applicants" or the "CenterPoint System") are hereby amended and restated as follows:(1) - ---------------------- (1) The term "Subsidiaries" refers to the companies listed on the cover page (other than CenterPoint and Utility Holding), as well as any direct or indirect subsidiary companies that CenterPoint may form with the approval of the Commission. The term "Utility Subsidiaries" refers to CenterPoint Energy Houston Electric, LLC ("CEHE") and CenterPoint Energy Resources Corp. ("CERC"). The term "Non-Utility Subsidiaries" refers to Subsidiaries other than the Utility Subsidiaries. "Inactive Subsidiaries" refers to the entities listed on Exhibit L-1. CenterPoint's Subsidiaries in existence as of March 31, 2005 and its Inactive Subsidiaries are further described in Exhibits K-1 and K-1.1. 1
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS. A. EXHIBITS. A-1 Amended and Restated Articles of Incorporation of CenterPoint as adopted on November 2, 2001 (filed with the Commission on November 5, 2001 as Exhibit 3.1 to Registration Statement on Form S-4 (File No. 333-69502) and incorporated by reference herein). A-2 Articles of Amendment to Amended and Restated Articles of Incorporation of CenterPoint, dated March 27, 2002 (filed with the Commission as Exhibit 3.1.1 to the Annual Report of CenterPoint on Form 10-K for the year ended December 31, 2001 (File No. 333-69502) and incorporated by reference herein). A-3 Amended and Restated By-Laws of CenterPoint as adopted on March 26, 2002 (filed with the Commission as Exhibit 3.2 to the Annual Report of CenterPoint on Form 10-K for the year ended December 31, 2001 (File No. 333-69502) and incorporated by reference herein). B-1 Not applicable. C-1 Not applicable. D-1 Not applicable. E-1 Not applicable. F-1 Opinion of counsel (previously filed). G-1 Table setting forth by issuer: (i) the type of securities and amount of each that is outstanding or, in the case of credit facilities that are not fully drawn, could be outstanding as of the date of the order requested by this Application; (ii) the amount of incremental investment authority that is being requested; and (iii) the total amount of securities that could be outstanding pursuant to the requested authority (previously filed). 2
G-1.2 Principal amount of external debt and trust preferred securities of CenterPoint and its Subsidiaries as of March 31, 2005 (previously filed). G-2 Annual Report of CenterPoint on Form 10-K for the year ended December 31, 2004 (File No. 1-31447) (filed with the Commission on March 16, 2005 and incorporated by reference herein). G-3 Annual Report of CenterPoint Energy Houston Electric, LLC on Form 10-K for the year ended December 31, 2004 (File No. 1-03187) (filed with the Commission on March 24, 2005 and incorporated by reference herein). G-4 Annual Report of CenterPoint Energy Resources Corp. on Form 10-K for the year ended December 31, 2004 (File No. 1-13265) (filed with the Commission on March 24, 2005 and incorporated by reference herein). G-5 Annual Report of CenterPoint Energy Transition Bond Co., LLC on Form 10-K for the year ended December 31, 2004 (File No. 333-91093) (filed with the Commission on March 31, 2005 and incorporated by reference herein). H-1 Proposed Form of Notice (previously filed). I-1 Description of CenterPoint's Shareholder Rights Plan (previously filed). J-1 Form of Second Amended and Restated Money Pool Agreement (previously filed). K-1 Descriptions of Subsidiaries of CenterPoint Energy, Inc. K-1.1 Organizational Structure Chart of CenterPoint Energy, Inc. and its Subsidiaries (filed under cover of Form SE in connection herewith). L-1 List of Inactive Subsidiaries (previously filed). B. FINANCIAL STATEMENTS. FS-1 Consolidated Balance Sheets of CenterPoint as of December 31, 2004 and Statements of Consolidated Operations, Statements of Consolidated Comprehensive Income and Statements of Consolidated Cash Flows for the year ended December 31, 2004 (incorporated by reference to CenterPoint's Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 1-31447)). FS-2 Consolidated Balance Sheets of CenterPoint Energy Houston Electric, LLC as of December 31, 2004 and Statements of Consolidated Income, Statements of Consolidated Comprehensive Income and Statements of Consolidated Cash Flows for the year ended December 31, 2004 (incorporated by reference to CenterPoint Energy Houston Electric, LLC's Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 1-03187)). FS-3 Consolidated Balance Sheets of CenterPoint Energy Resources Corp. as of December 31, 2004 and Statements of Consolidated Income, Statements of Consolidated Comprehensive Income and Statements of Consolidated Cash Flows of CenterPoint Energy Resources Corp. for the year ended December 31, 2004 (incorporated by reference to CenterPoint Energy Resources 3
Corp.'s Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 1-13265)). FS-4 Balance Sheets of CenterPoint Energy Transition Bond Co., LLC as of March 31, 2005 (unaudited) and Statements of Income and Changes in Member's Equity and Statements of Cash Flows for the three months ended March 31, 2005 (unaudited) (incorporated by reference to CenterPoint Energy Transition Bond Co., LLC's Quarterly Report on Form 10-Q for the three months ended March 31, 2005 (File No. 333-91093)). FS-5 CenterPoint consolidated financials (forecasts through 2009) (previously filed). FS-6 CenterPoint Energy Houston Electric, LLC financials (forecasts through 2009) (previously filed). FS-7 CenterPoint Energy Resources Corp. financials (forecasts through 2009) (previously filed). FS-8 CenterPoint equity percentages as of December 31, 2004 (forecasts through 2009) (previously filed). FS-9 CenterPoint Energy Houston Electric, LLC equity percentages (forecasts through 2009) (previously filed). FS-10 CenterPoint Energy Resources Corp. equity percentages (forecasts through 2009) (previously filed). 4
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: June 14, 2005 CENTERPOINT ENERGY, INC. and its Subsidiaries By: /s/ Rufus S. Scott -------------------------- Rufus S. Scott Vice President, Deputy General Counsel and Assistant Corporate Secretary CenterPoint Energy, Inc. 5
EXHIBIT K-1 FILE NO. 070-10299 DESCRIPTIONS OF SUBSIDIARIES OF CENTERPOINT ENERGY, INC.* CENTERPOINT ENERGY RESOURCES CORP.(1) - Gas utility company CENTERPOINT ENERGY ARKANSAS LOUISIANA CENTERPOINT ENERGY CENTERPOINT ENERGY GAS SERVICES, INC.(3) FINANCE CORPORATION(1) GAS TRANSMISSION FIELD SERVICES, INC.(1) - - Natural gas sales - Limited appliance COMPANY(1) - Energy-related financing - Interstate Pipeline subsidiary CENTERPOINT ENERGY CENTERPOINT ENERGY CENTERPOINT ENERGY - CENTERPOINT ENERGY CENTERPOINT ENERGY RETAIL INTERESTS, INC. FUNDS MANAGEMENT, MISSISSIPPI RIVER FIELD SERVICES INTERNATIONAL, INC.(1) - - INACTIVE INC.(1) TRANSMISSION HOLDINGS, INC. Intermediate holding - Holds receivables COMPANY(1) - INACTIVE company from CERC - Interstate Pipeline operations ENTEX GAS MARKETING CENTERPOINT ENERGY CENTERPOINT ENERGY CENTERPOINT ENERGY (See additional chart for COMPANY GAS RECEIVABLES, LLC(5) MRT SERVICES GAS PROCESSING, INC.(1) subsidiary information) - - INACTIVE - Financing entity COMPANY(6) - Owns interest in gas - Owns canal processing plant. CENTERPOINT ENERGY NORAM FINANCING I CENTERPOINT ENERGY CENTERPOINT ENERGY INTRASTATE PIPELINES, - INACTIVE MRT HOLDINGS, INC. HUB SERVICES, INC. INC.(10) - INACTIVE - INACTIVE - - Owns and operates 3 intrastate natural gas pipelines in Texas and Louisiana CENTERPOINT ENERGY ALLIED MATERIALS CENTERPOINT ENERGY - ALTERNATIVE FUELS, CORPORATION ILLINOIS GAS INC.(1) - INACTIVE TRANSMISSION - - Natural gas vehicle, COMPANY(1) now offers its - Intrastate pipeline equipment for compression of gas CENTERPOINT ENERGY CENTERPOINT ENERGY CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC SERVICE COMPANY, POWER SYSTEMS, INC. - - Electric utility LLC(2) - INACTIVE company - Provides services to CenterPoint system companies HOUSTON INDUSTRIES CENTERPOINT ENERGY CENTERPOINT ENERGY FINANCECO GP, LLC AVCO HOLDINGS, LLC(4) PROPERTIES, INC.(1) - - INACTIVE - Owner of - Owner of CenterPoint's CenterPoint's office corporate aircraft building, parking garage and dispatch facility HOUSTON INDUSTRIES CENTERPOINT ENERGY CENTERPOINT ENERGY FINANCECO, LP FUNDING COMPANY(1) PRODUCTS, INC. - - INACTIVE - Financing subsidiary - INACTIVE CENTERPOINT ENERGY HL&P Capital Trust I NORAM ENERGY CORP. TRANSITION BOND - INACTIVE - INACTIVE COMPANY, LLC(1) - - Issued original transition bonds CENTERPOINT ENERGY HL&P CAPITAL TRUST II(1) UTILITY RAIL SERVICES, TRANSMISSION BOND - Holds preferred INC. COMPANY II, LLC(7) stock in connection - INACTIVE - - Formed to issue with trust-preferred transition bonds in securities connection with the Texas true-up proceedings REI Trust I CENTERPOINT ENERGY, - INACTIVE INC. (a DELAWARE COMPANY) - INACTIVE
EXHIBIT K-1 FILE NO. 070-10299 ENTEX NGV, INC. ARKLA INDUSTRIES, INC. CENTERPOINT ENERGY CENTERPOINT ENERGY - - INACTIVE - INACTIVE INTRASTATE HOLDING, LLC(1) INVESTMENT MANAGEMENT, - Intermediate INC.(8) holding company - Holds Time Warner stock ENTEX OIL & GAS COMPANY NATIONAL FURNACE COMPANY PINE PIPELINE CENTERPOINT ENERGY - - INACTIVE - INACTIVE ACQUISITION COMPANY, LLC(1) TEGCO, INC. - Intrastate pipeline in - INACTIVE Louisiana CENTERPOINT ENERGY CENTERPOINT ENERGY BLOCK 368 GP, LLC CONSUMER GROUP, INC. PIPELINE SERVICES, INC.(1) - INACTIVE - INACTIVE - Energy-related subsidiary NORAM UTILITY SERVICES, CENTERPOINT ENERGY BLOCK 368, LLC INC. OFFSHORE MANAGEMENT - INACTIVE - INACTIVE SERVICES, LLC(9) - operations and maintenance management services for natural gas operations ARKLA PRODUCTS COMPANY CENTERPOINT ENERGY OQ, - INACTIVE LLC(1) - Intermediate holding company ALG GAS SUPPLY COMPANY OQ PARTNERS(1) - INACTIVE - Provides energy-industry related, web-based training services INTEX, INC. MINNESOTA INTRASTATE - INACTIVE PIPELINE COMPANY(1) - Natural gas pipeline in Minnesota UNITED GAS, INC. - INACTIVE CENTERPOINT ENERGY TRADING AND TRANSPORTATION GROUP, INC. - INACTIVE
EXHIBIT K-1 FILE NO. 070-10299 CENTERPOINT ENERGY RELIANT ENERGY CENTERPOINT ENERGY RELIANT ENERGY RELIANT ENERGY WORLDWIDE CENTERPOINT ENERGY LIGHT, INC. BRASIL, LTDA. INTERNATIONAL EL SALVADOR OUTSOURCE LTD. ELECTRIC INTERNATIONAL II, - - INACTIVE - INACTIVE SERVICES, INC. S.A. DE C.V. - INACTIVE HOLDINGS B.V. INC. - INACTIVE - INACTIVE - INACTIVE - INACTIVE RELIANT ENERGY RELIANT ENERGY VENUS GENERATION HIE FORD HEIGHTS, BRAZIL TIETE LTD. COLUMBIA LTDA. EL SALVADOR INC. - INACTIVE - INACTIVE - INACTIVE - INACTIVE RELIANT ENERGY CENTERPOINT ENERGY HIE FULTON. INC. BRAZIL LTD. INTERNATIONAL - INACTIVE - INACTIVE HOLDINGS, LLC - INACTIVE RELIANT ENERGY INTERNATIONAL BRASIL LTDA. - INACTIVE HIE BRASIL RIO SUL LTDA. - INACTIVE - ---------------- * For the organizational structure of CenterPoint Energy, Inc. and its Subsidiaries, see the Organizational Structure Chart filed in connection herewith as Ex. K-1.1 under cover of Form SE.
CENTERPOINT NOTES FOR EXHIBIT K-1 1. Retention authorized in Reliant Energy, Incorporated, Holding Co. Act Release No. 27680 (July 5, 2002) (the "Initial Order"). The names of certain of the subsidiaries have changed as follows: CenterPoint Energy Gas Transmission Company (fka Reliant Energy Gas Transmission Company) CenterPoint Energy Field Services, Inc. (fka Reliant Energy Field Services, Inc.) CenterPoint Energy Gas Processing, Inc. (fka Reliant Energy Gas Processing, Inc.) CenterPoint Energy Properties, Inc. (fka Reliant Energy Properties, Inc.) CenterPoint Energy Funds Management, Inc. (fka Reliant Energy Funds Management, Inc.) CenterPoint Energy Mississippi River Transmission Company (fka Mississippi River Transmission Corporation) CenterPoint Energy International, Inc. (fka Reliant Energy International, Inc.) CenterPoint Energy Funding Company (fka Houston Industries Funding Company) CenterPoint Energy Transition Bond Company, LLC (fka Reliant Energy Transition Bond Company LLC) CenterPoint Energy Alternative Fuels, Inc. (fka Entex Fuels, Inc.) CenterPoint Energy Illinois Gas Transmission Company (fka Illinois Gas Transmission Company) CenterPoint Energy Intrastate Holding, LLC (fka Reliant Energy Intrastate Holdings, LLC) CenterPoint Energy Pipeline Services, Inc. (fka Reliant Energy Pipeline Services, Inc.) CenterPoint Energy OQ, LLC (fka Reliant Energy OQ, LLC) 2. See CenterPoint Energy, Inc., Holding Co. Act Release No. 27775 (Dec. 18, 2003) (authorizing formation of service company). 3. Formed by the combination on December 31, 2003 of three subsidiaries (Entex Gas Resources Corp., Reliant Energy Retail, Inc. and MRT Energy Marketing Company) the retention of which was authorized in the Initial Order. Authority for the reorganization of non-utility interests exists under CenterPoint Energy, Inc., Holding Co. Release No. 27692 (June 30, 2003) (the "2003 Omnibus Financing Order").
4. Formed pursuant to the non-utility reorganization authorized under the 2003 Omnibus Financing Order. 5. Formed pursuant to financing subsidiary authority in the 2003 Omnibus Financing Order. 6. Subject to divestment by June 30, 2006 under the 2003 Omnibus Financing Order. 7. Formed pursuant to CenterPoint Energy, Inc., Holding Co. Act Release No. 10128 (Nov. 30, 2004). 8. Retention authorized in the 2003 Omnibus Financing Order. 9. Acquired pursuant to Rule 58 on April 15, 2005. 10. Formerly known as Louisiana Unit Gas Transmission Company, it is a the surviving entity in a combination of three small intrastate pipeline subsidiaries at the end of 2003. On December 31, 2003 Industrial Gas Supply Corporation and Unit Gas Transmission Company merged into Louisiana Unit Gas Transmission Company (the retention of each was authorized in the Initial Order) which changed its name to CenterPoint Energy Intrastate Pipelines, Inc. Authority for the reorganization exists under the 2003 Omnibus Financing Order.