As filed with the Securities and Exchange Commission on May 28, 2004
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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CENTERPOINT ENERGY, INC.
(Exact name of registrant as specified in its charter)
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TEXAS 74-0694415
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1111 LOUISIANA 77002
HOUSTON, TEXAS (Zip Code)
(Address of principal executive offices)
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CENTERPOINT ENERGY, INC. SAVINGS PLAN
(Full title of the plan)
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Rufus S. Scott
Vice President, Deputy General Counsel and Assistant Corporate Secretary
1111 Louisiana
Houston, Texas 77002
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (713) 207-1111
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CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE (1 ) PRICE (1) FEE
---------------- ---------- ------------- ------------ ------------
Common Stock, par value
$0.01 per share 60,000,000 shares $10.44 $626,400,000 $79,364.88
----------------- ------ ------------ ----------
Preferred Stock Purchase Rights (2) 60,000,000 rights (3) (3) (3)
================= ====== ============ ==========
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) of the Securities Act of 1933, as amended (the
"Securities Act"), based upon the average of the high and low prices of
the Common Stock of CenterPoint Energy, Inc. as reported on The New York
Stock Exchange Composite Tape on May 21, 2004.
(2) Each share of Common Stock to be registered includes one associated
Preferred Stock Purchase Right.
(3) No separate consideration is payable for the Preferred Stock Purchase
Rights. Therefore, the registration fee for such securities is included in
the registration fee for the Common Stock.
In addition, pursuant to Rule 416(c) under the Securities Act, this Registration
Statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the CenterPoint Energy, Inc. Savings Plan described herein.
INTRODUCTORY STATEMENT
CenterPoint Energy, Inc. (the "Registrant" or the "Company") is filing
this Registration Statement on Form S-8 relating to its common stock, par value
$0.01 per share, and associated rights to purchase its Series A preferred stock,
par value $0.01 per share (such common stock and associated rights are
collectively referred to in this Registration Statement as the "Common Stock"),
issuable pursuant to the terms of the CenterPoint Energy, Inc. Savings Plan, as
amended.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the plan information required by Item 1
of Form S-8 and the statement of availability of registrant information and any
other information required by Item 2 of Form S-8 will be sent or given to
participants as specified by Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act"). In accordance with Rule 428 and the requirements
of Part I of Form S-8, such documents are not being filed with the Securities
and Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act. The Registrant shall maintain a file of such documents
in accordance with the provisions of Rule 428. Upon request, the Registrant
shall furnish to the Commission or its staff a copy or copies of all of the
documents included in such file.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") by the Company (File No. 1-31447) or by the CenterPoint
Energy, Inc. Savings Plan (the "Savings Plan") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are hereby incorporated
in this Registration Statement by reference:
(1) the Company's Annual Report on Form 10-K for the year ended December
31, 2003 filed March 15, 2004;
(2) the Company's Quarterly Report on Form 10-Q for the period ended
March 31, 2004 filed May 10, 2004;
(3) the Annual Report on Form 11-K of the Savings Plan for the year
ended December 31, 2002 filed June 27, 2003;
(4) the Company's Current Report on Form 8-K filed January 29, 2004;
(5) Item 5 of the Company's Current Report on Form 8-K filed February
12, 2004;
(6) the Company's Current Report on Form 8-K filed March 10, 2004;
(7) the Company's Current Report on Form 8-K filed April 1, 2004 which
reports that its subsidiary, CenterPoint Energy Resources Corp.,
entered into a new credit agreement;
(8) Item 5 of the Company's Current Report on Form 8-K filed April 1,
2004 which reports the filing of the Company's final true-up
application;
(9) Item 5 of the Company's Current Report on Form 8-K filed April 22,
2004; and
(10) the description of the Company's common stock (including the related
preferred share purchase rights) contained in the Company's Current
Report on Form 8-K filed September 6, 2002, as the Company may
update that description from time to time.
All documents filed with the Commission by the Company and the Savings
Plan pursuant to sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date hereof and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold, or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents.
Any statement contained herein or incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
EXPERTS
The consolidated financial statements incorporated in this Registration
Statement by reference from the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2003 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, which is incorporated herein by
reference (which report expresses an unqualified opinion and includes
explanatory paragraphs relating to the distribution of
II-1
Reliant Resources, Inc., the change in method of accounting for goodwill and
certain intangible assets and the recording of asset retirement obligations),
and have been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
The financial statements incorporated in this Registration Statement by
reference from the Savings Plan's Annual Report on Form 11-K for the fiscal year
ended December 31, 2002 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report, which is incorporated herein by reference,
and have been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 2.02.A.(16) and Article 2.02-1 of the Texas Business Corporation
Act and Article V of the Registrant's Amended and Restated Bylaws provide the
Registrant with broad powers and authority to indemnify its directors and
officers and to purchase and maintain insurance for such purposes. Pursuant to
such statutory and Bylaw provisions, the Registrant has purchased insurance
against certain costs of indemnification that may be incurred by it and by its
officers and directors.
Additionally, Article IX of the Registrant's Amended and Restated Articles
of Incorporation provides that a director of the Registrant is not liable to the
Registrant for monetary damages for any act or omission in the director's
capacity as director, except that Article IX does not eliminate or limit the
liability of a director for (i) any breach of such director's duty of loyalty to
the Registrant or its shareholders, (ii) any act or omission not in good faith
that constitutes a breach of duty of such director to the Registrant or an act
or omission that involves intentional misconduct or a knowing violation of law,
(iii) a transaction from which such director received an improper benefit,
whether or not the benefit resulted from an action taken within the scope of the
director's office or (iv) an act or omission for which the liability of a
director is expressly provided for by statute.
Article IX also provides that any subsequent amendments to Texas statutes
that further limit the liability of directors will inure to the benefit of the
directors, without any further action by shareholders. Any repeal or
modification of Article IX shall not adversely affect any right of protection of
a director of the Registrant existing at the time of the repeal or modification.
See "Item 9. Undertakings" for a description of the Commission's
position regarding such indemnification provisions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
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ITEM 8. EXHIBITS.
The following documents are filed as a part of this Registration Statement
or incorporated by reference herein:
Report or SEC File or
Exhibit Registration Registration Exhibit
Number Document Description Statement Number Reference
------ -------------------- --------- ------ ---------
4.1* - Amended and Restated Articles of Registration Statement on 333-69502 3.1
Incorporation of CenterPoint Energy, Inc. Form S-4 of CenterPoint
Energy, Inc.
4.2* - Articles of Amendment to the Amended and Form 10-K of CenterPoint 1-31447 3.1.1
Restated Articles of Incorporation of Energy, Inc. for the year
CenterPoint Energy, Inc. ended December 31, 2001
4.3* - Amended and Restated Bylaws of Form 10-K of CenterPoint 1-31447 3.2
CenterPoint Energy, Inc. Energy, Inc. for the year
ended December 31, 2001
4.4* - Rights Agreement dated as of January 1, Form 10-K of CenterPoint 1-31447 4.2
2002 between CenterPoint Energy, Inc. Energy, Inc. for the year
and JPMorgan Chase Bank, as Rights ended December 31, 2001
Agent
4.5* - Statement of Resolution Establishing Form 10-K of CenterPoint 1-31447 3.3
Series of Shares designated Series A Energy, Inc. for the year
Preferred Stock and Form of Rights ended December 31, 2001
Certificate
4.6* - Reliant Energy, Incorporated Savings Form 10-K of Reliant 1-3187 10(cc)(1)
Plan (as amended and restated effective Energy, Incorporated for
April 1, 1999) the year ended December
31, 1999
4.7* - First Amendment to the REI Savings Plan Form 10-Q of Reliant 1-3187 10.9
(as amended and restated effective April Energy, Incorporated for
1, 1999) effective January 1, 1999 the quarter ended June 30,
2002
4.8* - Second Amendment to the REI Savings Plan Form 10-Q of Reliant 1-3187 10.10
(as amended and restated effective April Energy, Incorporated for
1, 1999) effective January 1, 1997 the quarter ended June 30,
2002
4.9* - Third Amendment to the REI Savings Plan Form 10-Q of Reliant 1-3187 10.11
(as amended and restated effective April Energy, Incorporated for
1, 1999) effective January 1, 2001 the quarter ended June 30,
2002
4.10* - Fourth Amendment to the REI Savings Plan Form 10-Q of Reliant 1-3187 10.12
(as amended and restated effective April Energy, Incorporated for
1, 1999) effective May 6, 2002 the quarter ended June 30,
2002
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Report or SEC File or
Exhibit Registration Registration Exhibit
Number Document Description Statement Number Reference
------ -------------------- --------- ------ ---------
4.11* - Fifth Amendment to the REI Savings Plan Form 10-K of CenterPoint 1-31447 10(u)(6)
(as amended and restated effective April Energy, Inc. for the year
1, 1999) effective January 1, 2002 and ended December 31, 2002
as renamed effective October 2, 2002
4.12* - Reliant Energy Savings Trust between Form 10-K of CenterPoint 1-31447 10(u)(7)
Reliant Energy and The Northern Trust Energy, Inc. for the year
Company, as Trustee, as amended and ended December 31, 2002
restated effective April 1, 1999
4.13* - First Amendment to Reliant Energy Form 10-K of CenterPoint 1-31447 10(u)(8)
Savings Trust effective September 30, Energy, Inc. for the year
2002 ended December 31, 2002
4.14* - Second Amendment to Reliant Energy Form 10-K of CenterPoint 1-31447 10(u)(9)
Savings Trust effective January 6, 2003 Energy, Inc. for the year
ended December 31, 2003
23.1 - Consent of Deloitte & Touche LLP
24.1 - Powers of Attorney (included on the
signature page of this registration
statement)
- -------------
* Incorporated herein by reference as indicated.
The use of original issuance securities is not contemplated. If original
issuance securities are hereafter offered and sold, an opinion of counsel will
be filed by amendment. The registrant undertakes that the Savings Plan and any
amendment thereto have been or will be submitted to the Internal Revenue Service
("IRS") in a timely manner and all changes required by the IRS for the Savings
Plan to be qualified under Section 401 of the Internal Revenue Code have been or
will be made.
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ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be
reflected in the form of a prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in
the registration statement;
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, the State of Texas, on May 28, 2004.
CENTERPOINT ENERGY, INC.
(Registrant)
By: /s/ David M. McClanahan
---------------------------------------
David M. McClanahan,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David M. McClanahan, Scott E. Rozzell and Rufus
S. Scott, and each of them severally, his or her true and lawful attorney or
attorneys-in-fact and agents, with full power to act with or without the others
and with full power of substitution and resubstitution, to execute in his or her
name, place and stead, in any and all capacities, any or all amendments
(including pre-effective and post-effective amendments) to this Registration
Statement and any registration statement for the same offering filed pursuant to
Rule 462 under the Securities Act of 1933, as amended, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents and each of them full power and authority, to do and perform in the name
and on behalf of the undersigned, in any and all capacities, each and every act
and thing necessary or desirable to be done in and about the premises, to all
intents and purposes and as fully as they might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or their
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ David M. McClanahan President, May 28, 2004
- -------------------------------------------- Chief Executive Officer and Director
David M. McClanahan (Principal Executive Officer)
/s/ Gary L. Whitlock Executive Vice President May 28, 2004
- -------------------------------------------- and Chief Financial Officer
Gary L. Whitlock (Principal Financial Officer)
/s/ James S. Brian Senior Vice President and May 28, 2004
- -------------------------------------------- Chief Accounting Officer
James S. Brian (Principal Accounting Officer)
/s/ Milton Carroll Director May 28, 2004
- --------------------------------------------
Milton Carroll
/s/ John T. Cater Director May 28, 2004
- --------------------------------------------
John T. Cater
/s/ Derrill Cody Director May 28, 2004
- --------------------------------------------
Derrill Cody
/s/ O. Holcombe Crosswell Director May 28, 2004
- --------------------------------------------
O. Holcombe Crosswell
/s/ Thomas F. Madison Director May 28, 2004
- --------------------------------------------
Thomas F. Madison
/s/ Michael E. Shannon Director May 28, 2004
- --------------------------------------------
Michael E. Shannon
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
Benefits Committee has duly caused this Registration Statement to be signed on
behalf of the CenterPoint Energy, Inc. Savings Plan by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas, on May 28,
2004.
CENTERPOINT ENERGY, INC. SAVINGS PLAN
By: /s/ Stephen C. Schaeffer
-------------------------------------
Stephen C. Schaeffer
Chairman of the Benefits Committee
INDEX TO EXHIBITS
Report or SEC File or
Exhibit Registration Registration Exhibit
Number Document Description Statement Number Reference
------ -------------------- --------- ------ ---------
4.1* - Amended and Restated Articles of Registration Statement on 333-69502 3.1
Incorporation of CenterPoint Energy, Inc. Form S-4 of CenterPoint
Energy, Inc.
4.2* - Articles of Amendment to the Amended and Form 10-K of CenterPoint 1-31447 3.1.1
Restated Articles of Incorporation of Energy, Inc. for the year
CenterPoint Energy, Inc. ended December 31, 2001
4.3* - Amended and Restated Bylaws of Form 10-K of CenterPoint 1-31447 3.2
CenterPoint Energy, Inc. Energy, Inc. for the year
ended December 31, 2001
4.4* - Rights Agreement dated as of January 1, Form 10-K of CenterPoint 1-31447 4.2
2002 between CenterPoint Energy, Inc. Energy, Inc. for the year
and JPMorgan Chase Bank, as Rights ended December 31, 2001
Agent
4.5* - Statement of Resolution Establishing Form 10-K of CenterPoint 1-31447 3.3
Series of Shares designated Series A Energy, Inc. for the year
Preferred Stock and Form of Rights ended December 31, 2001
Certificate
4.6* - Reliant Energy, Incorporated Savings Form 10-K of Reliant 1-3187 10(cc)(1)
Plan (as amended and restated effective Energy, Incorporated for
April 1, 1999) the year ended December
31, 1999
4.7* - First Amendment to the REI Savings Plan Form 10-Q of Reliant 1-3187 10.9
(as amended and restated effective April Energy, Incorporated for
1, 1999) effective January 1, 1999 the quarter ended June 30,
2002
4.8* - Second Amendment to the REI Savings Plan Form 10-Q of Reliant 1-3187 10.10
(as amended and restated effective April Energy, Incorporated for
1, 1999) effective January 1, 1997 the quarter ended June 30,
2002
4.9* - Third Amendment to the REI Savings Plan Form 10-Q of Reliant 1-3187 10.11
(as amended and restated effective April Energy, Incorporated for
1, 1999) effective January 1, 2001 the quarter ended June 30,
2002
4.10* - Fourth Amendment to the REI Savings Plan Form 10-Q of Reliant 1-3187 10.12
(as amended and restated effective April Energy, Incorporated for
1, 1999) effective May 6, 2002 the quarter ended June 30,
2002
4.11* - Fifth Amendment to the REI Savings Plan Form 10-K of CenterPoint 1-31447 10(u)(6)
(as amended and restated effective April Energy, Inc. for the year
1, 1999) effective January 1, 2002 and ended December 31, 2002
as renamed effective October 2, 2002
Report or SEC File or
Exhibit Registration Registration Exhibit
Number Document Description Statement Number Reference
------ -------------------- --------- ------ ---------
4.12* - Reliant Energy Savings Trust between Form 10-K of CenterPoint 1-31447 10(u)(7)
Reliant Energy and The Northern Trust Energy, Inc. for the year
Company, as Trustee, as amended and ended December 31, 2002
restated effective April 1, 1999
4.13* - First Amendment to Reliant Energy Form 10-K of CenterPoint 1-31447 10(u)(8)
Savings Trust effective September 30, Energy, Inc. for the year
2002 ended December 31, 2002
4.14* - Second Amendment to Reliant Energy Form 10-K of CenterPoint 1-31447 10(u)(9)
Savings Trust effective January 6, 2003 Energy, Inc. for the year
ended December 31, 2003
23.1 - Consent of Deloitte & Touche LLP
24.1 - Powers of Attorney (included on the
signature page of this registration
statement)
- -------------
* Incorporated herein by reference as indicated.
The use of original issuance securities is not contemplated. If original
issuance securities are hereafter offered and sold, an opinion of counsel will
be filed by amendment. The registrant undertakes that the Savings Plan and any
amendment thereto have been or will be submitted to the Internal Revenue Service
("IRS") in a timely manner and all changes required by the IRS for the Savings
Plan to be qualified under Section 401 of the Internal Revenue Code have been or
will be made.
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
CenterPoint Energy, Inc. (the "Company") on Form S-8 of our reports dated March
12, 2004 (which reports express an unqualified opinion and include explanatory
paragraphs relating to the distribution of Reliant Resources, Inc., the change
in the Company's method of accounting for goodwill and certain intangible assets
pursuant to the adoption of Statement of Financial Accounting Standards No. 142,
"Goodwill and Other Intangible Assets" and the recording of asset retirement
obligations) and June 27, 2003, appearing in the Company's Annual Report on Form
10-K for the year ended December 31, 2003 and in the Annual Report on Form 11-K
of CenterPoint Energy, Inc. Savings Plan (formerly Reliant Energy, Incorporated
Savings Plan) for the year ended December 31, 2002, respectively. We also
consent to the reference to us under the heading "Experts" in the Registration
Statement.
/s/ Deloitte & Touche LLP
Houston Texas
May 26, 2004
