SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Fiscal Year Ended December 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _______________ to _________________
COMMISSION FILE NUMBER 1-3187
A. Full title of the plan and address of the plan, if different from that of
the issuer named below:
CENTERPOINT ENERGY, INC. SAVINGS PLAN
(FORMERLY RELIANT ENERGY, INCORPORATED SAVINGS PLAN)
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
CENTERPOINT ENERGY, INC.
1111 LOUISIANA STREET
HOUSTON, TEXAS 77002
TABLE OF CONTENTS
Independent Auditors' Report Page 1
Financial Statements:
Statements of Net Assets Available for Plan Benefits, December 31, 2002
and 2001 Page 2
Statement of Changes in Net Assets Available for Plan Benefits for the
Year Ended December 31, 2002 Page 3
Notes to Financial Statements for the Year Ended December 31, 2002 Page 4
Supplemental Schedules:
Schedule H, line 4i-Schedule of Assets (Held at End of Year),
December 31, 2002 Page 12
Schedule H, line 4j-Schedule of Reportable Transactions for the Year
Ended December 31, 2002 Page 13
The following schedules required by the Department of Labor's regulations are
omitted due to the absence of conditions under which they are required:
Schedule of Nonexempt Transactions
Schedule of Loans or Fixed Income Obligations in Default or Classified as Uncollectible
Schedule of Leases in Default or Classified as Uncollectible
Schedule of Assets Acquired and Disposed of Within the Plan Year
Pursuant to Item 4 of Form 11-K, the financial statements and schedules referred
to above have been prepared in accordance with regulations of the Employee
Retirement Income Security Act of 1974.
INDEPENDENT AUDITORS' REPORT
CenterPoint Energy, Inc. Savings Plan:
We have audited the accompanying statements of net assets available for plan
benefits of the CenterPoint Energy, Inc. Savings Plan (formerly Reliant Energy,
Incorporated Savings Plan)(the Plan) as of December 31, 2002 and 2001 and the
related statement of changes in net assets available for plan benefits for the
year ended December 31, 2002. These financial statements are the responsibility
of the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for plan benefits of the Plan as of December
31, 2002 and 2001, and the changes in net assets available for plan benefits for
the year ended December 31, 2002 in conformity with accounting principles
generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules,
listed in the Table of Contents, are presented for the purpose of additional
analysis and are not a required part of the basic financial statements, but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedules are the responsibility of the
Plan's management. The supplemental schedules have been subjected to the
auditing procedures applied in our audit of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
DELOITTE & TOUCHE LLP
Houston, Texas
June 27, 2003
1
CENTERPOINT ENERGY, INC. SAVINGS PLAN
(FORMERLY RELIANT ENERGY, INCORPORATED SAVINGS PLAN)
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31,
-----------------------------------
2002 2001
---------------- -----------------
ASSETS
Investments $ 870,558,504 $ 1,582,606,832
Participant loans 42,834,395 49,579,755
Receivables:
Dividends and interest 565,842 571,835
Pending investment transactions 1,738,480 --
Discretionary contributions -- 4,514,141
Employer contributions 101,936 388,122
Participant contributions 938,283 1,772,959
---------------- -----------------
Total receivables 3,344,541 7,247,057
---------------- -----------------
Total Assets 916,737,440 1,639,433,644
---------------- -----------------
LIABILITIES
Interest on ESOP loans from
Company 196,047 421,169
ESOP loans from Company 60,953,717 130,947,291
Other 164,762 75,383
---------------- -----------------
Total Liabilities 61,314,526 131,443,843
---------------- -----------------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS $ 855,422,914 $ 1,507,989,801
================ =================
See Notes to Plan's Financial Statements.
2
CENTERPOINT ENERGY, INC. SAVINGS PLAN
(FORMERLY RELIANT ENERGY, INCORPORATED SAVINGS PLAN)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2002
INVESTMENT LOSS:
Dividends $ 43,071,969
Interest 3,013,051
Net depreciation of investments (619,670,575)
-----------------
Total investment loss (573,585,555)
-----------------
CONTRIBUTIONS:
Participant contributions 55,821,025
Employer contributions 66,812,864
-----------------
Total contributions 122,633,889
-----------------
Administrative expenses (1,499,370)
Benefit payments (80,388,293)
Interest on ESOP loans from Company (8,977,070)
Transfer of Plan assets (Note 8) (110,750,488)
-----------------
CHANGE IN NET ASSETS AVAILABLE FOR PLAN BENEFITS (652,566,887)
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
BEGINNING OF PERIOD 1,507,989,801
-----------------
END OF PERIOD $ 855,422,914
=================
See Notes to Plan's Financial Statements.
3
CENTERPOINT ENERGY, INC. SAVINGS PLAN
(FORMERLY RELIANT ENERGY, INCORPORATED SAVINGS PLAN)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2002
1. BACKGROUND
CenterPoint Energy, Inc. (CenterPoint Energy or the Company) is a
public utility holding company, created on August 31, 2002 as part of a
corporate restructuring of Reliant Energy, Incorporated (Reliant
Energy) that implemented certain requirements of the Texas electric
restructuring law. In December 2000, Reliant Energy transferred a
significant portion of its unregulated businesses to Reliant Resources,
Inc. (Reliant Resources), which, at the time, was a wholly owned
subsidiary of Reliant Energy. Reliant Resources conducted an initial
public offering of approximately 20% of its common stock in May 2001.
In December 2001, Reliant Energy's shareholders approved an agreement
and plan of merger pursuant to which the following steps occurred on
August 31, 2002 (the Restructuring):
o CenterPoint Energy became the holding company for the Reliant
Energy group of companies;
o Reliant Energy and its subsidiaries became subsidiaries of
CenterPoint Energy; and
o Each share of Reliant Energy common stock was converted into one
share of CenterPoint Energy common stock.
On September 5, 2002, CenterPoint Energy announced that its board of
directors had declared a distribution of all of the shares of Reliant
Resources common stock owned by CenterPoint Energy to its common
shareholders on a pro rata basis (the Reliant Resources Distribution).
The Reliant Resources Distribution was made on September 30, 2002.
As a result of the restructuring described above, CenterPoint Energy
became the successor as plan sponsor for the Reliant Energy,
Incorporated Savings Plan and has subsequently changed the plan's name
to the CenterPoint Energy, Inc. Savings Plan (the Plan). In addition,
the restructuring initiated a plan-to-plan asset transfer of balances
related to Reliant Resources participants to the Reliant Resources,
Inc. Savings Plan and the Reliant Resources, Inc. Union Savings Plan
(see Note 8).
2. ACCOUNTING POLICIES
Financial records of the Plan are kept and the valuations of
participating employees' (Participants) accounts are determined on the
accrual basis.
The Plan recognizes net appreciation or depreciation in the fair value
of its investments. Investments are reflected at fair value in the
financial statements. The fair value for securities are based on quoted
market prices in an active market. Fair value for mutual and
institutional funds are determined using net asset value of the each
fund as of the financial statement dates. Security transactions are
recorded as of the trade date. Participant loans are valued at cost
which approximates fair value.
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management
to make estimates and assumptions that affect the reported amounts as
well as certain disclosures. Actual results could differ from those
estimates.
Certain amounts from the prior year have been reclassified to conform
to the 2002 presentation of the financial statements.
4
The Plan provides for investments in Company common stock, various
mutual funds and other investments. Investments, in general, are
exposed to various risks, such as interest rate, credit and overall
market volatility risk. Due to the level of risk associated with
certain investments, it is reasonably possible that changes in the
values of investments will occur in the near term and that such changes
could materially affect the amounts reported in the statements of net
assets available for plan benefits and Participant account balances.
Rates of return will vary, and returns will depend on the market value
of the Plan's investments.
3. SUMMARY OF THE PLAN
Description of the Plan
The following description of the Plan provides only general
information. Participants should refer to the Plan document for a more
complete description of the Plan's provisions. In the case of any
discrepancy between this summary and the Plan document, the Plan's
provisions will control.
General
The Plan is a defined contribution plan covering all employees of the
Company and those subsidiaries and affiliates of the Company that have
adopted the Plan except (a) building trades workers under a
construction industry collective bargaining agreement, (b) leased
employees, (c) independent contractors or (d) non-resident aliens who
receive no U.S. sourced income. The Plan is subject to the provisions
of the Employee Retirement Income Security Act of 1974 (ERISA).
Contributions
Participants may contribute up to 16% of eligible compensation, as
defined in the Plan. Participants may also contribute amounts
representing rollover eligible distributions from other defined benefit
or defined contribution plans. Participants direct their contributions
into the various investment options offered by the Plan.
In general, the employer matching contribution is 75% on the first 6%
of eligible compensation that the Participant contributes into the
Plan. Additional discretionary matching contributions may be made of up
to 50% on the first 6% of eligible compensation that the Participant
contributes to the Plan. Substantially all employer matching
contributions are initially made in the employer stock ownership
component of the Plan (ESOP) and are fully vested at all times.
Participants may elect to invest all or a portion of their
contributions to the Plan in Company common stock fund. Effective May
6, 2002, Participants may elect to have dividends paid on their
investment in Company common stock either reinvested in the Company
stock fund or paid to them in cash, and they can transfer all or part
of their investment in Company common stock fund to the other
investment options offered by the Plan with the exception of the
Reliant Resources common stock fund.
During April 2003, discretionary contributions of approximately $16
million were made to Participant accounts for plan year 2002.
Discretionary contributions satisfied through the ESOP are accrued in
the financial statements for the year ended December 31, 2001 but are
treated as a reclassification between the Unallocated and Allocated
ESOP (as defined below).
Contributions are subject to certain limitations.
Contribution Provisions Applicable Only for Reliant Resources, Inc.
Participants
Effective March 1, 2001, the employer matching contribution provisions
were amended for certain Participants of Reliant Resources, Inc.
(Resources Participants). As a result, Resources Participants received
employer contributions of 100% on the first 6% of eligible compensation
that the Participant contributes into the Plan.
5
Further, such contributions were made in cash to be invested at the
Participant's discretion into the various investment options offered
by the Plan.
In addition, discretionary profit sharing features were added for
Resources Participants. Beginning March 1, 2001, the Company elected to
make employer contributions of 2% each pay period in cash on the first
$85,000 of annual eligible compensation and to provide discretionary
annual payments up to 3% of annual compensation.
For the period January through March 2002, the Plan received
contributions for Resources Participants in accordance with these
provisions. Effective April 2002, such contributions were made to the
newly established Reliant Resources, Inc. Savings Plan and the Reliant
Resources Inc. Union Savings Plan.
Investment Options
The Plan offered the following investment funds (Funds):
o Company Common Stock Fund
o Large Company Growth Fund
o Large Company Value Fund
o International Equity Fund
o Balanced Fund
o Fixed Income Fund
o Money Market Fund
o S&P 500 Index Fund
o Mid-Sized and Small Company Fund
o Reliant Resources Common Stock Fund (created by the Reliant
Resources Distribution see Note 1)
Upon enrollment in the Plan, Participants may direct contributions (as
permitted), in 1% increments, in any of the investment options, except
for the Reliant Resources Common Stock Fund which is closed to new
contributions). Participants should refer to the Plan prospectus for a
detailed description of each investment fund.
Employee Stock Ownership Plan
The Plan includes an ESOP, which contains Company stock, a portion of
which is encumbered by a loan. Except for Resources Participants who
receive their employer contributions in cash or in the form of Reliant
Resources, Inc. common stock, the ESOP is the primary funding mechanism
for the employer contributions to the Plan. In connection with the
ESOP, the Company was a party to an ESOP Trust Agreement between the
Company and State Street Bank (Prior ESOP Trustee). The Prior ESOP
Trustee purchased shares of the Company's common stock in open market
transactions with funds provided by loans (Loans) from the Company. The
Prior ESOP Trustee completed the purchases of shares of the Company's
common stock in December 1991 after purchasing 18,762,184 shares at a
cost of $350 million. At December 31, 2002 and 2001, the total balance
of the Loans was $61 million and $131 million, respectively. The Loans
bear interest at a fixed rate of 9.783% and must be repaid in full by
January 2, 2011. Accrued interest on the Loans was less than $1 million
at December 31, 2002 and 2001. At December 31, 2002 and 2001, the
fair value of the ESOP Loans including accrued interest was $44
million and $145 million, respectively. Fair value is estimated based
on the present value of required principal and interest payments
revalued at current interest rates using the formula specified in the
Loans agreement to establish the fixed rate. For the purposes of
estimating the ESOP Loans fair value, the principal and interest
payments are reflected during 2011 in accordance with the ESOP Loans
repayment schedule.
The Company makes periodic cash contributions (ESOP Contributions) to
the portion of the ESOP trust that has not been allocated to
Participants (Unallocated ESOP). The ESOP Contributions and the
dividend income from the Unallocated ESOP may be used to pay principal
and interest on the Loans. Principal and interest on the
6
Loans may also be paid from dividend income on the portion of the ESOP
trust that has been allocated to Participants (Allocated ESOP) and
is subject to dividend reinvestment.
As debt service payments on the Loans are made, the Company releases
shares of common stock from the pledge securing the Loans and such
shares are available for allocation to Participants' accounts in
satisfaction of employer contributions and dividend income attributable
to shares in the Allocated ESOP. Unallocated ESOP stock serves as
collateral for the Loans. All released shares must be allocated to
Participants' accounts by year-end. No allocated shares serve as
collateral for the Loans.
In addition to the ESOP Contributions, the Company may elect to make
employer contributions to the Allocated ESOP in the form of cash, which
may be used to purchase shares of the Company's common stock in the
open market. Dividend income received on shares of the Allocated ESOP
purchased in the open market are not available for debt service
payments.
Participant Accounts
Each Participant's account is credited with the Participant's
contributions and with allocations of the Company contributions and
Plan earnings. Each Participant's account is also charged with an
allocation of administrative expenses. Allocations are based on
Participant account balances. A Participant is entitled to their vested
account balance.
Vesting
Prior to May 6, 2002, Participants are vested immediately in their
contributions plus actual earnings thereon. In general, vesting in the
employer contribution is based on years of continuous service. A
Participant is 100% vested after five years of credited service.
Participants also become 100% vested upon death, disability or the
attainment of age 65.
Effective May 6, 2002, the Plan was amended to allow immediate vesting
of all Participant and employer contributions.
Participant Loans
A Participant may borrow against their vested account balances. The
maximum amount that a Participant may borrow from their vested account
is the lesser of (a) $50,000, reduced by the excess, if any, of the
highest outstanding balance of loans to the Participant from all plans
maintained by the Company or an affiliated entity during the one-year
period ending on the day before the date on which such loan is made
over the outstanding balance of loans from the Plan on the date on
which such loan is made or (b) 50% of the value of the Participant's
vested account balance under the Plan.
The loans are to be secured by the pledge of a portion of the
Participant's right, title and value of the Participant's vested
account balance under the Plan as determined immediately after the
loans are made. Loans may be repaid over a period of up to five years
and are subject to a $25 origination fee. The minimum loan amount is
$500. Interest rates are fixed at the prime rate listed in The Wall
Street Journal for the first of each month in which the loan is
requested plus one percent. Loan transactions are treated as a transfer
to (from) the investment fund from (to) the Participant loans fund.
Payment of Benefits
On termination of service due to death, disability or retirement, a
Participant whose account exceeds $5,000 may elect upon written request
at any time to receive distribution of their Plan account in a single
lump sum payment or fixed monthly, quarterly, semi-annually or annual
installments over a period of 10 years or less. The Participant may
have the above selected distribution option paid in the form of cash,
Company common stock or a combination of both.
7
Generally, to the extent a Participant has not requested a distribution
by the time he reaches age 70 1/2, required minimum distributions will
be made consistent with the terms and conditions of the Plan and the
requirements of the Internal Revenue Code of 1986, as amended (Code).
Immediate lump sum distributions are made for accounts which do not
exceed $5,000.
A Participant who is under age 59 1/2 may make a withdrawal from
amounts attributable to their after-tax contributions and, if
applicable, their rollover contributions in the Plan and associated
earnings. A Participant who is under age 59 1/2 and has less than five
years of service who withdraws matched after-tax contributions will be
suspended from Plan participation for six months.
A Participant who is age 59 1/2 or older may make unlimited withdrawals
from their pre-tax contributions, after-tax contributions, vested
portion of prior Plan accounts, rollover account and the associated
earnings.
Forfeitures
At December 31, 2002, forfeited nonvested accounts were approximately
$2 million, which represent amounts forfeited prior to May 6, 2002.
Such balances may be used to reduce future employer contributions and
Plan expenses. Employer contributions or Plan expenses were not reduced
by forfeited nonvested accounts during 2002.
Administration
The assets of the Plan are held in trust by The Northern Trust Company
(Trustee). ADP Retirement Services is the recordkeeper for the Plan.
The Benefits Committee of CenterPoint Energy, Inc. (Committee),
appointed by the Board of Directors of the Company, is the plan
administrator. The Committee retains an independent investment
consultant to provide investment advice with respect to the Funds. The
fees charged by the Trustee and the investment consultant are paid by
the Trustee out of the Funds.
Termination of the Plan
Although it has not expressed any intent to do so, the Company may
terminate the Plan at any time subject to the provisions of ERISA and
must give written notice to the Trustee.
4. INVESTMENTS
The following presents investments that represent 5 percent or more of
the Plan's net assets available for plan benefits.
DECEMBER 31,
--------------------------------
2002 2001
------------- -------------
Company common stock, 32,099,870 and 33,505,474 shares,
respectively (see Note 1) $ 272,848,895 $ 888,565,170
Reliant Resources common stock, 18,379,761 shares (see
Note 1) 58,815,235 --
Jennison Institutional Growth Equity Fund, 87,783,895 and
117,799,885 shares, respectively 41,941,462 80,846,075
Barclays Global Investors Equity Index Fund, 4,771,807 and
6,021,681 shares, respectively 56,975,372 92,191,947
PIMCO Total Return Fund, 8,940,412 and 5,483,293 shares,
respectively 95,394,193 57,355,246
Northern Trust Collective Short-term Investment Fund, 122,256,087
and 117,625,914 shares, respectively 122,256,087 117,625,914
During 2002, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year)
appreciated (depreciated) in value as follows:
Mutual and institutional funds $(107,677,873)
Company common stock (540,537,009)
Common stock 28,544,307
-------------
$(619,670,575)
=============
As detailed above, the Plan has significant holdings of Company and
Reliant Resources, Inc. common stock. As a result, the values of the
Plan's investments are materially impacted by the price of these
securities.
5. NONPARTICIPANT-DIRECTED INVESTMENTS
Information about the net assets available for plan benefits relating
to nonparticipant-directed investments are as follows:
----------------------------------------- ---------------------------------------------
DECEMBER 31, 2002 DECEMBER 31, 2001
----------------------------------------- ---------------------------------------------
ALLOCATED UNALLOCATED OTHER ALLOCATED UNALLOCATED OTHER
ESOP ESOP ESOP ESOP
ASSETS
Company common stock $ 74,245,885 41,782,405 $ -- $237,406,165 $187,493,456 $ --
Short-term investment
funds in common or 1,809,896 -- 54,275 1,595,435 3,368,260 562,481
collective trusts
Receivables:
Dividends and interest 2,571 253 5,125 5,751 7,366 3,544
Employer contributions 101,936 -- -- -- -- --
Discretionary contributions 15,688,071 (15,688,071) -- 16,003,363 (16,003,363) 4,514,141
------------ ------------ ------------ ------------ ------------ -----------
Total receivables 15,792,578 (15,687,818) 5,125 16,009,114 (15,995,997) 4,517,685
------------ ------------ ------------ ------------ ------------ -----------
Total Assets 91,848,359 26,094,587 59,400 255,010,714 174,865,719 5,080,166
------------ ------------ ------------ ------------ ------------ -----------
LIABILITIES
Interest on ESOP loans
from Company -- 196,047 -- -- 421,169 --
ESOP loans from Company -- 60,953,717 -- -- 130,947,291 --
Other 5,503 -- -- 4,569 -- --
------------ ------------ ------------ ------------ ------------ -----------
Total Liabilities 5,503 61,149,764 -- 4,569 131,368,460 --
------------ ------------ ------------ ------------ ------------ -----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $ 91,842,856 $(35,055,177) $ 59,400 $255,006,145 $ 43,497,259 $ 5,080,166
============ ============= ============ ============ ============ ===========
9
Information about the changes in net assets available for plan benefits
relating to nonparticipant-directed investments for the year ended
December 31, 2002 are as follows:
ALLOCATED ESOP UNALLOCATED OTHER
ESOP
INVESTMENT LOSS:
Dividends $ 9,817,332 $ 6,591,760 $ --
Interest 38,457 2,920 30,478
Net depreciation of investments (153,924,561) (95,116,256) (1,819,951)
------------- ------------- ------------
Total investment loss (144,068,772) (88,521,576) (1,789,473)
------------- ------------- ------------
CONTRIBUTIONS:
Participant contributions 388,739 -- --
Employer contributions 294,102 59,653,231 --
Discretionary contributions 15,688,071 (15,688,071) --
Allocation of ESOP stock 32,670,010 (32,670,010) --
------------- ------------- ------------
Total contributions 49,040,922 11,295,150 --
------------- ------------- ------------
Administrative expenses (934) (100,000) (494,527)
Benefit payments (5,024,075) -- (41,616)
Interest on ESOP loans from
Company -- (8,977,070) --
Fund transfers (56,370,367) 7,751,060 82,846,470
Transfer of Plan assets (Note 8) (6,740,063) -- (85,541,620)
------------- ------------- ------------
CHANGE IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS (163,163,289) (78,552,436) (5,020,766)
NET ASSETS AVAILABLE FOR
PLAN BENEFITS:
BEGINNING OF PERIOD 255,006,145 43,497,259 5,080,166
------------- ------------- ------------
END OF PERIOD $ 91,842,856 $ (35,055,177) 59,400
============= ============= ============
The following presents nonparticipant-directed investments that
represent 5 percent or more of the Plan's net assets available for plan
benefits.
DECEMBER 31,
--------------------------------
2002 2001
------------- -------------
Company common stock, 13,650,387 and 16,021,856 shares,
respectively (see Note 1) $ 116,028,290 $ 424,899,621
6. TAX STATUS
The Internal Revenue Service (IRS) determined and informed the Company
by letter dated April 2, 2001 that the Plan, as amended and restated
effective April 1, 1999 and as thereafter amended, was qualified and
the trust fund established is tax-exempt under the appropriate sections
of the Code. Although the Plan has been amended since receiving the
determination letter, the plan administrator and the plan sponsor's
counsel believe that the Plan is designed and is currently operated in
compliance with the applicable requirements of the Code.
10
7. RELATED PARTY TRANSACTIONS
During 2002, the Plan purchased and sold shares of the Company's common
stock and units of short-term investment funds managed by the Trustee
as temporary investments (party-in-interest transactions) as shown
below:
2002
-------------
Purchases Company common stock $ 104,685,338
Reliant Resources common stock 299,443
Short-term funds 537,335,777
Sales Company common stock $ 110,855,931
Reliant Resources common stock 41,341
Short-term funds 532,705,597
8. TRANSFER OF PLAN ASSETS
During 2002, the Plan transferred $110,750,488 in plan assets related
to Resources Participants. The Committee believes that the asset
transfer was a tax-exempt transaction under the Code.
11
CENTERPOINT ENERGY, INC. SAVINGS PLAN
(FORMERLY RELIANT ENERGY, INCORPORATED SAVINGS PLAN)
SCHEDULE H, LINE 4I
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2002
SHARES COST CURRENT VALUE
------------ -------------- -------------
Barclays Global Investors Equity Index Fund 4,771,807 $ 79,196,170 $ 56,975,372
Barclays Global Investors Russell 1000 Growth Index Fund 4,112,037 26,245,582 21,999,396
Barclays Global Investors Russell 1000 Value Index Fund 2,309,255 19,658,534 18,751,154
Barclays Global Investors Russell 2000 Index Fund 292,405 2,726,282 2,722,289
Capital Guardian International (Non-U.S.) Equity Fund 751,487 20,851,630 16,119,393
Capital Guardian U.S. Small Capitalization Fund 2,085,324 17,429,647 12,595,360
CenterPoint Energy, Inc. Common Stock* 32,099,870 470,694,617 272,848,895
ICAP Mutual Fund Equity Portfolio 892,716 34,125,015 28,629,387
Janus Fund 1,883,175 72,791,370 33,558,171
Jennison Institutional Growth Equity Fund 87,783,895 84,954,742 41,941,462
Lazard International Equity Portfolio 1,672,979 15,525,247 10,372,471
Loomis Sayles Fixed Income Fund 3,378,419 38,203,069 36,655,847
Northern Trust Collective Short-term Investment Fund* 122,256,087 122,256,087 122,256,087
PIMCO Total Return Fund 8,940,412 94,680,815 95,394,193
Reliant Resources, Inc. Common Stock* 18,379,761 56,819,490 58,815,235
Selected American Shares Fund 1,458,661 52,583,360 37,210,439
Turner Mid-Cap Growth Fund 252,437 6,018,934 3,713,353
-------------- -------------
TOTAL PLAN INVESTMENTS $1,214,760,591 $ 870,558,504
=============== =============
PARTICIPANT LOANS, INTEREST RATE 5.75% - 10.5% * $ 42,834,395
=============
* Party in interest
12
CENTERPOINT ENERGY, INC. SAVINGS PLAN
(FORMERLY RELIANT ENERGY, INCORPORATED SAVINGS PLAN)
SCHEDULE H, LINE 4J
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 2002
CURRENT VALUE NET GAIN OR
ON TRANSACTION (LOSS)
PURCHASE PRICE SELLING PRICE COST OF ASSET DATE
-------------- ------------- ------------- - -------------- --------------
SINGLE TRANSACTIONS
Northern Trust Collective
Short-term Investment
Fund *
Purchase $ 81,349,647 $ -- $ 81,349,647 $ 81,349,647 $ --
Sale -- 81,616,242 81,616,242 81,616,242 --
SERIES OF TRANSACTIONS
Northern Trust Collective
Short-term Investment
Fund *
Purchases-215 246,186,719 -- 246,186,719 246,186,719 --
Sales-288 -- 249,848,725 249,848,725 249,848,725 --
* Party in interest
13
SIGNATURE
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the Plan) have duly caused this
annual report to be signed on its behalf by the undersigned thereunto duly
authorized.
CENTERPOINT ENERGY, INC. SAVINGS PLAN
By /s/ DAVID McCLANAHAN
-----------------------------------------
(David M. McClanahan, Chairman of the
Benefits Committee of CenterPoint Energy, Inc.,
Plan Administrator)
June 27, 2003
14
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
23.1 Independent Auditors' Consent - Deloitte & Touche LLP
99.1 Section 906 Certification of David M. McClanahan and
James S. Brian