Edgar Filing: CENTERPOINT ENERGY INC

UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION

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In the Matter of:

CENTERPOINT ENERGY, INC. CERTIFICATE OF
1111 Louisiana NOTIFICATION
Houston, Texas 77002

(70-10128)

PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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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. 27692 (June 30, 2003)) (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, 2003. Unless defined herein, capitalized terms have
the meaning given them in the Application.

1. The sales of any common stock or preferred securities by the
Company or a Financing Subsidiary and the purchase price per
share and the market price per share at the date of the
agreement of sale.

None.

2. The total number of shares of the Company's common stock
issued or issuable pursuant to options granted during the
quarter under employee benefit plans and dividend reinvestment
plans, including any employee benefit plans or dividend
reinvestment plans hereafter adopted.

271,991 shares were issued under the Investor's Choice Plan.

A total of 5,000 stock options were granted to Company
employees under the Company's Long Term Incentive Plan at a
strike price of $8.61. None of those options are currently
exercisable. A total of 18,315 previously issued stock options
were exercised.

A total of 5,000 shares of common stock were granted at a
grant price of $8.61 as time-based restricted shares under the
Company's Long Term Incentive Plan. The shares will vest in
equal annual installments in September, 2004, 2005 and 2006.

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. 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.

See Exhibit A.

5. The amount and terms of any long-term debt issued by the
Company during the quarter, and the aggregate amount of
short-term debt outstanding as of the end of the quarter, as
well as the weighted average interest rate for such short-term
debt as of such date.

On September 9, 2003, the Company issued $200 million
aggregate principal amount of 7.25% senior unsecured notes due
in 2010. Proceeds in the amount of approximately $198 million
were used to repay a term loan under the CenterPoint Facility.

None of the Company's debt is classified as short-term debt.

6. The amount and terms of any long-term debt issued by any
Utility Subsidiary during the quarter, and the aggregate
amount of short-term debt outstanding as of the end of the
quarter, as well as the weighted average interest rate for
such short-term debt as of such date.

On September 9, 2003, CenterPoint Energy Houston Electric, LLC
(the "T&D Utility") issued $300 million aggregate principal
amount of 5.75% general mortgage bonds due January 15, 2014.
Proceeds were used to repay approximately $258 million of
intercompany notes payable to CenterPoint Energy and to repay
approximately $40 million of money pool borrowings. Proceeds
in the amount of approximately $292 million from the note and
money pool repayments were ultimately used by CenterPoint to
repay the term loan under the CenterPoint Facility.

The aggregate amount of short-term debt outstanding as of the
end of the quarter for the Utility Subsidiaries was $55
million. The weighted average interest rate for such
short-term debt as of such date was 5.0%.

7. The amount and terms of any financings consummated by any
Non-Utility Subsidiary that are not exempt under Rule 52 under
the Public Utility Holding Company Act, as amended.

None.

8. The notional amount and principal terms of any Hedge
Instruments or Anticipatory Hedges entered into during the
quarter and the identity of the other parties thereto.

None.

9. The name, parent company and amount of equity in any
intermediate subsidiary during the quarter and the amount and
terms of any securities issued by such subsidiaries during the
quarter.

The name, parent company and amount of equity in any
intermediate subsidiaries has been previously disclosed. There
were no securities issued by such subsidiaries during the
quarter.

10. The information required by a Certificate of Notification on
Form U-6B-2. Not applicable.

11. The amount and terms of any other securities issued under the
authority sought herein during the quarter.

None.

12. 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 B hereto. See also the Quarterly Report on Form
10-Q filed by the Company on November 12, 2003 (File No.
1-31447), the Quarterly Report on Form 10-Q filed by
CenterPoint Energy Resources Corp. on November 12, 2003 (File
No. 1-13265), the Quarterly Report on Form 10-Q filed by
CenterPoint Energy Houston Electric, LLC on November 12, 2003
(File No. 1-3187), and the Quarterly Report on Form 10-Q filed
by Texas Genco Holdings, Inc. on November 12, 2003 (File No.
1-31449), all of which are incorporated herein by reference.

13. A table showing, as of the end of the quarter, the dollar and
percentage components of the capital structure of the Company
on a consolidated basis and of each Utility Subsidiary.

See Exhibit C hereto.

14. 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 D hereto.

15. A table showing, as of the end of the quarter, the Money Pool
participants and amount of outstanding borrowings for each.

See Exhibit E hereto.

16. 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 F 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.

17. A confidential exhibit updating CenterPoint's financial
projections and assumptions through 2006.

See Exhibit G hereto.

18. With respect to any internal reorganization of any
Subsidiaries during the quarter, a description of the nature
of such reorganization.

None.

19. A report of service transactions among the Company (or any
other system service provider) and the Utility Subsidiaries
containing the following information (a) a narrative
description of the services rendered; (b) disclosure of the
dollar amount of services rendered in (a) above according to
category or department; (c) identification of companies
rendering services described in (a) above and recipient
companies, including disclosure of the allocation of services
costs; and (d) disclosure of the number of the CenterPoint
system employees engaged in rendering services to other
CenterPoint system companies on an annual basis, stated as an
absolute and as a percentage of total employees.

See Exhibit H hereto. Until the formation of a service company,
CenterPoint Energy provides common and shared services for its
subsidiaries through its approximately 1,100 employees (approximately
10% of total employees). Under its cost allocation methodology, which
previously has been submitted to regulators in the various states in
which CenterPoint utility subsidiaries operate, costs incurred directly
for an operating unit are directly charged to that unit at cost. Costs
that cannot be directly charged are allocated to the business units
using appropriate allocators.

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
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Rufus S. Scott
Vice President, Deputy General Counsel and
Assistant Corporate Secretary

Dated: November 26, 2003

Exhibits

Exhibit Description

Exhibit A CenterPoint Energy, Inc., CenterPoint Energy Resources Corp. and Texas Genco Holdings, Inc. Guaranties Issued
or Amended During Second Quarter 2003 (filed in connection herewith with a request for confidential treatment)

Exhibit B Consolidated Balance Sheets for CenterPoint Energy, Inc. and Subsidiaries, CenterPoint Energy Houston Electric,
LLC and Subsidiaries, CenterPoint Energy Resources Corp. and Subsidiaries and Texas Genco Holdings, Inc. (as of
September 30, 2003) (unaudited)

Exhibit C Capital Structure Chart of CenterPoint Energy, Inc., CenterPoint Energy Houston Electric, LLC, CenterPoint
Energy Resources Corp. and Texas Genco Holdings, Inc. as of September 30, 2003

Exhibit D Retained Earnings Analysis of CenterPoint Energy, Inc., CenterPoint Energy Resources Corp., CenterPoint Energy
Houston Electric, LLC and Texas Genco Holdings, Inc.

Exhibit E Money Pool Participants and Outstanding Borrowings as of September 30, 2003

Exhibit F CenterPoint Energy, Inc. Investments in Financing Subsidiaries as of September 30, 2003

Exhibit G CenterPoint Consolidated Financials (forecasts through 2007) (filed in connection herewith with a request for
confidential treatment)

Exhibit H Information on Service Transactions between CenterPoint Energy, Inc. and Utility Subsidiaries (Corporate
Services, Support Services and Information Technology Services)