Edgar Filing: CENTERPOINT ENERGY INC

UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION

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In the Matter of:

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

(70-9895)

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 Reliant Energy, Incorporated and
CenterPoint Energy, Inc. in the above-captioned file (the "Application") and the
order of the Securities and Exchange Commission with respect thereto (HCAR No.
27548 (July 5, 2002)), CenterPoint Energy, Inc. (the "Company") is reporting the
following information for itself and its subsidiaries for the quarterly period
ended September 30, 2002.(1) Unless defined herein, capitalized terms have the
meaning given them in the Application.

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(1) CenterPoint Energy, Inc. and Utility Holding, LLC filed their Notification
of Registration on Form U5A on September 3, 2002 (File No. 030-00360). As a
result, this Certificate of Notification only covers transactions occurring
during the period from September 3, 2002 up to and including September 30,
2002.

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.

220,073 shares were issued under the Investor's Choice Plan.

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.

Guarantor Beneficiary Date Exp. Date Amount Purpose
--------- ----------- ---- --------- ------ -------
CenterPoint Energy
Resources Corp. Unimark, LLC 9/25/02 9/25/03 Not to exceed $1,500,000 Guarantees obligations of
CenterPoint Energy Gas Marketing
Company under natural gas
purchase and sale contracts

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 by the Company during the quarter. For the
aggregate amount of short-term debt outstanding as of the end of the
quarter for the Company, as well as the weighted average interest rate for
such short-term debt as of such date, see Exhibit A hereto.

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.

No long term debt was issued by any Utility Subsidiary during the quarter.
For the aggregate amount of short-term debt outstanding as of the end of
the quarter for the Utility Subsidiaries, as well as the weighted average
interest rate for such short-term debt as of such date, see Exhibit A
hereto.

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 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.

None.

10. The information required by a Certificate of Notification on Form U-6B-2.

Not applicable.

11. 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 14, 2002 (File No. 1-31447), the Quarterly Report
on Form 10-Q filed by CenterPoint Energy Resources Corp. on November 14,
2002 (File No. 1-13265), and the Quarterly Report on Form 10-Q filed by
CenterPoint Energy Houston Electric, LLC on November 14, 2002 (File No.
1-3187), all of which are incorporated herein by reference.

12. 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.

13. 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.

14. 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.

15. 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 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 involving the issuance and sale of up to
an aggregate of $1 billion (cash proceeds to the Company or the respective
subsidiary company) in any combination of common stock, preferred
securities, debt securities, stock purchase contracts and stock purchase
units, as well as its common stock issuable pursuant to such stock purchase
contracts and stock purchase units, all as set forth in further detail in
the Application. Such financing subsidiaries have been organized because,
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.

16. For any service transactions among the Company (or any other system service
provider, including Reliant Energy Trading and Transportation Group, Inc.)
and the Utility Subsidiaries during the period, provide the following
information (i) a narrative description of the services rendered; (ii)
disclosure of the dollar amount of services rendered in (i) above according
to category or department; (iii) identification of companies rendering
services described in (i) above and recipient companies, including
disclosure of the allocation of services costs; and (iv) 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 G 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
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Rufus S. Scott
Vice President, Deputy General Counsel and
Assistant Corporate Secretary

Dated: November 27, 2002

Exhibits
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Exhibit Description

Exhibit A Short-Term External Debt of CenterPoint Energy, Inc. and Utility
Subsidiaries as of September 30, 2002

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,
2002)

Exhibit C Capital Structure Chart of CenterPoint Energy, Inc. and Utility
Subsidiaries as of September 30, 2002

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

Exhibit E Money Pool Participants and Outstanding Borrowings

Exhibit F CenterPoint Energy, Inc. Investments in Financing Subsidiaries
as of September 30, 2002

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