Edgar Filing: CENTERPOINT ENERGY INC

UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION

------------------------------

In the Matter of:

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

(70-10128)

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. 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 June 30, 2004. 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.

210,055 shares were issued under the Investor's Choice Plan.

7,500 stock options were granted to Company employees at a strike
price of $11.29 under the Company's Long Term Incentive Plan. None
of the options granted is currently exercisable.

145,644 stock options that had been granted previously under the
Company's Long Term Incentive Plan were exercised.

1,200 shares of time based restricted stock were granted under the
Company's Long Term Incentive Plan, to vest in April 2007 based on
performance achieved during the 2004-2006 performance cycle. The
stock price when those shares were issued was $11.29.

6,000 shares of time based restricted stock were granted to
non-employee members of the Company's Board of Directors in June
2004 under the terms of the compensation policy the Board has
established for the Company's Directors. The stock price at the time
those shares were issued was $10.68. Those shares vest in one-third
increments on the first, second and third anniversaries of the
grants.

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.

No long-term debt was issued during the quarter.

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 January 21, 2004, CenterPoint Energy Resources Corp. ("GasCo")
replaced its $100 million receivables facility with a $250 million
receivables facility. The $250 million receivables facility
terminates on January 19, 2005. As of June 30, 2004, GasCo had $173
million outstanding under its receivables facility.

The Utility Subsidiaries did not have any short-term debt
outstanding as of the end of the quarter.

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.

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 August 6, 2004 (File No. 1-31447), the
Quarterly Report on Form 10-Q filed by CenterPoint Energy Resources
Corp. on August 6, 2004 (File No. 1-13265), and the Quarterly Report
on Form 10-Q filed by CenterPoint Energy Houston Electric, LLC on
August 6, 2004 (File No. 1-3187), 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.

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: August 27, 2004

Exhibits

Exhibit Description
------- -----------

Exhibit A CenterPoint Energy, Inc. and CenterPoint Energy Resources Corp. Guaranties Issued or Amended
During Second Quarter 2004 (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 June 30, 2004)

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 June
30, 2004

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 June 30, 2004

Exhibit F CenterPoint Energy, Inc. Investments in Financing Subsidiaries as of June 30, 2004

Exhibit G CenterPoint Consolidated Financials (forecasts through 2006) (previously filed with a request for confidential
treatment in the Rule 24 Certificate filed by the Company on March 31, 2004 (File No. 70-10128), which is
incorporated herein by reference)

Exhibit H Information on Service Transactions between CenterPoint Energy Service Company, LLC and
Utility Subsidiaries (Corporate Services, Support Services and Information Technology
Services) (filed in connection herewith with a request for confidential treatment)