CenterPoint Energy, Inc.
CENTERPOINT ENERGY INC (Form: 10-K/A, Received: 01/10/2006 16:51:12)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 10-K/A
AMENDMENT NO. 2

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ______________ TO ______________

COMMISSION FILE NUMBER 1-31447


CENTERPOINT ENERGY, INC.
(Exact name of registrant as specified in its charter)

              TEXAS                                          74-0694415
  (State or other jurisdiction                            (I.R.S. Employer
of incorporation or organization)                        Identification No.)

       1111 LOUISIANA                                   (713) 207-1111
    HOUSTON, TEXAS 77002                           (Registrant's telephone
  (Address and zip code of                       number, including area code)
principal executive offices)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                                      NAME OF EACH EXCHANGE ON
               TITLE OF EACH CLASS                        WHICH REGISTERED
               -------------------                    ------------------------
  Common Stock, $0.01 par value and associated        New York Stock Exchange
       rights to purchase preferred stock             Chicago Stock Exchange
HL&P Capital Trust II 8.257% Capital Securities,      New York Stock Exchange
                    Series B

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of each of the registrants' knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Act). Yes [X] No [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

The aggregate market value of the voting stock held by non-affiliates of CenterPoint Energy, Inc. (Company) was $3,521,933,742 as of June 30, 2004, using the definition of beneficial ownership contained in Rule 13d-3 promulgated pursuant to the Securities Exchange Act of 1934 and excluding shares held by directors and executive officers. As of February 28, 2005, the Company had 308,501,031 shares of Common Stock outstanding. Excluded from the number of shares of Common Stock outstanding are 166 shares held by the Company as treasury stock.

Portions of the definitive proxy statement relating to the 2005 Annual Meeting of Shareholders of the Company, which will be filed with the Securities and Exchange Commission within 120 days of December 31, 2004, are incorporated by reference in Item 10, Item 11, Item 12, Item 13 and Item 14 of Part III of this Form 10-K.



EXPLANATORY NOTE

CenterPoint Energy, Inc. (CenterPoint Energy or the Company) hereby amends Items 6, 7, 8 and 9A of Part II and Item 15 of Part IV of its Annual Report on Form 10-K for the year ended December 31, 2004 filed on March 16, 2005 (Form 10-K), as amended by Amendment No. 1 thereto on Form 10-K/A filed on August 29, 2005 (Amendment No. 1), to reflect the restatement of the Company's consolidated financial statements as discussed in Note 17. Amendment No. 1 was filed solely for the purpose of supplementing the Form 10-K by filing the opinion of the Company's independent registered public accounting firm regarding the financial statement schedules contained in Item 15 that was inadvertently omitted from the Form 10-K. Contemporaneously with the filing of Amendment No. 2 to the Form 10-K on this Form 10-K/A, CenterPoint Energy is filing amendments to its Quarterly Reports on Forms 10-Q/A for each of the first three quarters of 2005.

For purposes of this Form 10-K/A, and in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, each item of the Form 10-K, as amended by Amendment No. 1, that was affected by the restatement has been amended to the extent affected and restated in its entirety. NO ATTEMPT HAS BEEN MADE IN THIS FORM 10-K/A TO UPDATE OTHER DISCLOSURES AS PRESENTED IN THE FORM 10-K, AS AMENDED BY AMENDMENT NO. 1, EXCEPT AS REQUIRED TO REFLECT THE EFFECTS OF THE RESTATEMENT. ACCORDINGLY, THIS FORM 10-K/A SHOULD BE READ IN CONJUNCTION WITH THE COMPANY'S SEC FILINGS MADE SUBSEQUENT TO THE FILING OF THE FORM 10-K, INCLUDING ANY AMENDMENTS OF THOSE FILINGS. IN ADDITION, THIS FORM 10-K/A INCLUDES UPDATED CERTIFICATIONS FROM THE COMPANY'S CEO AND CFO AS EXHIBITS 31.1, 31.2, 32.1 AND 32.2.

i

TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
                                     PART II

Item 6.  Selected Financial Data.........................................     1
Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations...........................................     2
Item 8.  Financial Statements and Supplementary Data.....................    25
Item 9A. Controls and Procedures.........................................    77

                                     PART IV

Item 15. Exhibits and Financial Statement Schedules......................    78

ii

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

From time to time we make statements concerning our expectations, beliefs, plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements that are not historical facts. These statements are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those expressed or implied by these statements. You can generally identify our forward-looking statements by the words "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "goal," "intend," "may," "objective," "plan," "potential," "predict," "projection," "should," "will," or other similar words.

We have based our forward-looking statements on our management's beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that assumptions, beliefs, expectations, intentions and projections about future events may and often do vary materially from actual results. Therefore, we cannot assure you that actual results will not differ materially from those expressed or implied by our forward-looking statements.

Some of the factors that could cause actual results to differ from those expressed or implied by our forward-looking statements are described under "Risk Factors" beginning on page 24 in Item 1 of our Annual Report on Form 10-K for the year ended December 31, 2004 filed on March 16, 2005.

You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement, and we undertake no obligation to publicly update or revise any forward-looking statements.

iii

PART II

ITEM 6. SELECTED FINANCIAL DATA

The following table presents selected financial data with respect to our consolidated financial condition and consolidated results of operations and should be read in conjunction with our consolidated financial statements and the related notes in Item 8 of this report.

                                                                                  YEAR ENDED DECEMBER 31,
                                                                    --------------------------------------------------
                                                                      2000    2001(1)     2002    2003(2)   2004(3)(5)
                                                                    -------   -------   -------   -------   ----------
                                                                          (IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
Revenues ........................................................   $ 6,949   $ 7,148   $ 6,438   $ 7,790    $ 7,999
                                                                    -------   -------   -------   -------    -------
Income from continuing operations before extraordinary loss and
   cumulative effect of accounting change .......................        52       357       482       409        205
Discontinued operations, net of tax .............................       395       565    (4,402)       75       (133)
Extraordinary loss, net of tax ..................................        --        --        --        --       (977)
Cumulative effect of accounting change, net of tax ..............        --        58        --        --         --
                                                                    -------   -------   -------   -------    -------
Net income (loss) attributable to common shareholders ...........   $   447   $   980   $(3,920)  $   484    $  (905)
                                                                    =======   =======   =======   =======    =======
Basic earnings (loss) per common share:
   Income from continuing operations before extraordinary loss
      and cumulative effect of accounting change ................   $  0.18   $  1.23   $  1.62   $  1.35    $  0.67
   Discontinued operations, net of tax ..........................      1.39      1.95    (14.78)     0.24      (0.43)
   Extraordinary loss, net of tax ...............................        --        --        --        --      (3.18)
   Cumulative effect of accounting change, net of tax ...........        --      0.20        --        --         --
                                                                    -------   -------   -------   -------    -------
Basic earnings (loss) per common share ..........................   $  1.57   $  3.38   $(13.16)  $  1.59    $ (2.94)
                                                                    =======   =======   =======   =======    =======
Diluted earnings (loss) per common share:
   Income from continuing operations before extraordinary loss
      and cumulative effect of accounting change ................   $  0.18   $  1.22   $  1.61   $  1.24    $  0.61
   Discontinued operations, net of tax ..........................      1.38      1.93    (14.69)     0.22      (0.37)
   Extraordinary loss, net of tax ...............................        --        --        --        --      (2.72)
   Cumulative effect of accounting change, net of tax ...........        --      0.20        --        --         --
                                                                    -------   -------   -------   -------    -------
Diluted earnings (loss) per common share ........................   $  1.56   $  3.35   $(13.08)  $  1.46    $ (2.48)
                                                                    =======   =======   =======   =======    =======
Cash dividends paid per common share ............................   $  1.50   $  1.50   $  1.07   $  0.40    $  0.40
Dividend payout ratio from continuing operations ................       833%      122%       66%       30%        60%
Return from continuing operations on average common equity ......       1.0%      5.8%     11.8%     25.7%      14.4%
Ratio of earnings from continuing operations to fixed charges ...      1.39      1.99      2.03      1.81       1.43
At year-end:
   Book value per common share ..................................   $ 19.10   $ 22.77   $  4.74   $  5.77    $  3.59
   Market price per common share ................................     43.31     26.52      8.01      9.69      11.30
   Market price as a percent of book value ......................       227%      116%      169%      168%       315%
   Assets of discontinued operations ............................   $18,479   $16,840   $ 4,594   $ 4,244    $ 1,565
   Total assets .................................................    35,936    32,020    20,635    21,461     18,096
   Short-term borrowings ........................................     4,799     3,469       347        63         --
   Long-term debt obligations, including current maturities .....     4,989     4,712     9,996    10,939      9,029
   Trust preferred securities(4) ................................       705       706       706        --         --
   Cumulative preferred stock ...................................        10        --        --        --         --
   Capitalization:
      Common stock equity .......................................        49%       55%       12%       14%        11%
      Trust preferred securities ................................         6%        6%        6%       --         --
      Long-term debt, including current maturities ..............        45%       39%       82%       86%        89%
   Capital expenditures, excluding discontinued operations ......   $   653   $   802   $   566   $   497    $   530


(1) 2001 net income includes the cumulative effect of an accounting change resulting from the adoption of SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" ($58 million after-tax gain, or $0.20 earnings per basic and diluted share). For additional information related to the cumulative effect of accounting change, please read Note 5 to our consolidated financial statements.

(2) 2003 net income includes the cumulative effect of an accounting change resulting from the adoption of SFAS No. 143, "Accounting for Asset Retirement Obligations" ($80 million after-tax gain, or $0.26 and $0.24 earnings per basic and diluted share, respectively), which is included in discontinued operations related to Texas Genco.

(3) 2004 net income includes an after-tax extraordinary loss of $977 million ($3.18 and $2.72 loss per basic and diluted share, respectively) based on our analysis of the Texas Utility Commission's deliberations in the 2004 True-Up Proceeding. Additionally, we recorded a net after-tax loss of approximately $133 million ($0.43 and $0.37 loss per basic and diluted share, respectively) in 2004 related to our interest in Texas Genco. For more information on these and other matters currently affecting us, please see "Management's Discussion and Analysis of Financial Condition and Results of Operations -- Executive Summary -- Significant Events in 2005."

1

(4) The subsidiary trusts that issued trust preferred securities have been deconsolidated as a result of the adoption of FIN 46 "Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51" (FIN 46) and the subordinated debentures issued to those trusts are now reported as long-term debt effective December 31, 2003. For additional information related to the adoption of FIN 46, please read Note 2(n) to our consolidated financial statements.

(5) As restated, see Note 17 to the consolidated financial statements.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in combination with our consolidated financial statements included in Item 8 herein.

RESTATEMENT

The following management discussion and analysis gives effect to the restatement discussed in Note 17 to our consolidated financial statements.

OVERVIEW

BACKGROUND

We are a public utility holding company, created on August 31, 2002 as part of a corporate restructuring of Reliant Energy, Incorporated (Reliant Energy) in compliance with requirements of the Texas Electric Choice Plan (Texas electric restructuring law). We are the successor to Reliant Energy for financial reporting purposes under the Securities Exchange Act of 1934. Our operating subsidiaries own and operate electric transmission and distribution facilities, natural gas distribution facilities, interstate pipelines and natural gas gathering, processing and treating facilities. We are a registered holding company under the Public Utility Holding Company Act of 1935, as amended (1935 Act). For information about the 1935 Act, please read " -- Liquidity and Capital Resources -- Future Sources and Uses of Cash -- Certain Contractual and Regulatory Limits on Ability to Issue Securities and Pay Dividends on Our Common Stock." Our indirect wholly owned subsidiaries include:

- CenterPoint Energy Houston Electric, LLC (CenterPoint Houston), which owns and operates our electric transmission and distribution business in the Texas Gulf Coast area; and

- CenterPoint Energy Resources Corp. (CERC Corp., and together with its subsidiaries, CERC), which owns and operates our local gas distribution companies, interstate pipelines and gas gathering systems, provides various ancillary services, and offers variable and fixed price physical natural gas supplies to commercial and industrial customers and natural gas distributors.

In July 2004, we announced our agreement to sell our majority owned subsidiary, Texas Genco Holdings, Inc. (Texas Genco), to Texas Genco LLC (formerly known as GC Power Acquisition LLC), an entity owned in equal parts by affiliates of The Blackstone Group, Hellman & Friedman LLC, Kohlberg Kravis Roberts & Co. L.P. and Texas Pacific Group. On December 15, 2004, Texas Genco completed the sale of its fossil generation assets (coal, lignite and gas-fired plants) to Texas Genco LLC for $2.813 billion in cash. Following the sale, Texas Genco distributed $2.231 billion in cash to us. Texas Genco's principal remaining asset is its ownership interest in a nuclear generating facility. The final step of the transaction, the merger of Texas Genco with a subsidiary of Texas Genco LLC in exchange for an additional cash payment of $700 million to us, is expected to close during the first half of 2005, following receipt of approval from the Nuclear Regulatory Commission (NRC).

At the time of Reliant Energy's corporate restructuring, it owned an 83% interest in Reliant Resources, Inc., now known as Reliant Energy, Inc. (RRI). On September 30, 2002, we distributed that interest to our shareholders (the RRI Distribution).

BUSINESS SEGMENTS

In this section, we discuss our results from continuing operations on a consolidated basis and individually for each of our business segments. We also discuss our liquidity, capital resources and critical accounting policies. CenterPoint Energy is first and foremost an energy delivery company and it is our intention to remain focused on this segment of the energy business. The results of our business operations are significantly impacted by weather, customer growth, cost management, rate proceedings before regulatory agencies and other actions of the various regulatory agencies to which we are subject. Our transmission and distribution services remain subject to

2

rate regulation and are reported in the Electric Transmission & Distribution business segment as are impacts of generation-related stranded costs and other true-up balances recoverable by the regulated utility. Although our former retail sales business is no longer conducted by us, retail customers remained regulated customers of our former integrated electric utility, Reliant Energy HL&P, through the date of their first meter reading in 2002. Sales of electricity to retail customers in 2002 prior to this meter reading are reflected in the Electric Transmission & Distribution business segment. Our reportable business segments include:

Electric Transmission & Distribution

Our electric transmission and distribution operations provide electric transmission and distribution services to retail electric providers serving approximately 1.9 million metered customers in a 5,000-square-mile area of the Texas Gulf coast that has a population of approximately 4.8 million people and includes Houston.

On behalf of retail electric providers, CenterPoint Houston delivers electricity from power plants to substations and from one substation to another and to retail electric customers in locations throughout the control area managed by the Electric Reliability Council of Texas, Inc. (ERCOT). ERCOT serves as the regional reliability coordinating council for member electric power systems in Texas. ERCOT membership is open to consumer groups, investor and municipally owned electric utilities, rural electric cooperatives, independent generators, power marketers and retail electric providers. The ERCOT market represents approximately 85% of the demand for power in Texas and is one of the nation's largest power markets. Transmission services are provided under tariffs approved by the Public Utility Commission of Texas (the Texas Utility Commission).

Operations include construction and maintenance of electric transmission and distribution facilities, metering services, outage response services and other call center operations. Distribution services are provided under tariffs approved by the Texas Utility Commission.

Natural Gas Distribution

CERC owns and operates our natural gas distribution business, which engages in intrastate natural gas sales to, and natural gas transportation for, approximately 3 million residential, commercial and industrial customers in Arkansas, Louisiana, Minnesota, Mississippi, Oklahoma and Texas. These operations are regulated as natural gas utility operations. Its operations also include non-rate regulated retail and wholesale gas sales to, and transportation services for, commercial and industrial customers in the six states listed above as well as several other Midwestern states.

Pipelines and Gathering

CERC's pipelines and gathering business operates two interstate natural gas pipelines as well as gas gathering facilities and also provides pipeline services. CERC's gathering operations are conducted by a wholly owned gas gathering subsidiary, CenterPoint Energy Field Services, Inc. (CEFS). CEFS is a natural gas gathering and processing business serving natural gas fields in the Midcontinent basin of the United States that interconnect with CERC's pipelines, as well as other interstate and intrastate pipelines. CEFS operates gathering pipelines, which collect natural gas from approximately 200 separate systems located in major producing fields in Arkansas, Louisiana, Oklahoma and Texas. CEFS, through its Service Star operating division, provides remote data monitoring and communications services to affiliates and third parties. The Service Star operating division currently provides monitoring activities at over 6,000 locations across Alabama, Arkansas, Kansas, Oklahoma, Louisiana, Mississippi, Missouri, New Mexico, Texas and Wyoming.

Other Operations

Our Other Operations business segment includes office buildings and other real estate used in our business operations and other corporate operations which support all of our business operations.

3

EXECUTIVE SUMMARY

RECENT EVENTS

2004 TRUE-UP PROCEEDING

Pursuant to the Texas Electric Choice Plan (the Texas electric restructuring law), CenterPoint Houston is permitted to recover certain costs associated with the transition to a competitive retail electric market in Texas. The amount of costs recoverable was determined in a true-up proceeding before the Texas Utility Commission. In March 2004, CenterPoint Houston filed the final true-up application required by the Texas electric restructuring law with the Texas Utility Commission. CenterPoint Houston's requested true-up balance was $3.7 billion, excluding interest and net of the retail clawback from RRI. In June, July and September 2004, the Texas Utility Commission conducted hearings on and held public meetings addressing CenterPoint Houston's true-up application. In December 2004, the Texas Utility Commission approved a final order in CenterPoint Houston's true-up proceeding authorizing CenterPoint Houston to recover $2.3 billion including interest through August 31, 2004, subject to adjustments to reflect the benefit of certain deferred taxes and the accrual of interest and payment of excess mitigation credits after August 31, 2004. Based on our analysis of the Texas Utility Commission's final order, we recorded an after-tax charge to earnings in 2004 of $977 million to write-down our electric generation-related regulatory assets to their realizable value, which is reflected as an extraordinary loss in the Statements of Consolidated Operations. Additionally, we have recorded other income of $226 million in the fourth quarter of 2004 representing the return on our true-up balance for the years 2002, 2003 and 2004 based on the Texas Utility Commission's final decision on this matter. In January 2005, we appealed certain aspects of the final order seeking to increase the true-up balance ultimately recovered by CenterPoint Houston. Other parties have also appealed the order, seeking to reduce the amount authorized for CenterPoint Houston's recovery. Although we believe we have meritorious arguments and that the other parties' appeals are without merit, no prediction can be made as to the ultimate outcome or timing of such appeals.

In December 2004, CenterPoint Houston filed for approval of a financing order to issue transition bonds to securitize its true-up balance, which will be adjusted downward to reflect the benefit of certain deferred taxes previously recovered through rates, and upward to reflect the accrual of interest and payment of excess mitigation credits occurring after August 31, 2004. On March 9, 2005, the Texas Utility Commission issued its order allowing CenterPoint Houston to securitize approximately $1.8 billion and requiring that the benefit of certain deferred taxes be reflected as a reduction in the competition transition charge. CenterPoint Houston also has filed an application for a competition transition charge to recover any portion of its adjusted true-up balance that it is not able to recover through the issuance of transition bonds. Hearings in this proceeding are scheduled for April 2005.

The balance approved by the Texas Utility Commission in the 2004 True-Up Proceeding includes $699 million in environmental expenditures incurred by Texas Genco, of which approximately $50 million was not projected to be spent until 2005 and 2006. CenterPoint Houston has agreed to return to its customers any funds not expended on environmental projects by December 31, 2006. The December 2004 final order in the 2004 True-Up Proceeding requires CenterPoint Houston to demonstrate by January 31, 2007, that the $699 million was spent on environmental projects or to refund its customers the unspent funds, along with interest.

SALE OF TEXAS GENCO

Disposition. On December 14, 2004, Texas Genco merged with an indirect wholly owned subsidiary of CenterPoint Energy. As a result of the merger, Texas Genco became our indirect wholly owned subsidiary, and all of Texas Genco's publicly held shares (other than 227 shares held by shareholders who validly perfected their dissenter's rights under Texas law) were converted into the right to receive $47 per share in cash without interest (the Merger Consideration) less any applicable withholding taxes. In connection with the merger, Texas Genco entered into a credit agreement (the Overnight Bridge Loan) under which it borrowed approximately $716 million on December 14, 2004 to finance the payment of the aggregate Merger Consideration payable as a result of the merger. Texas Genco's shares ceased to be publicly traded as of the close of trading on December 14, 2004. The merger was part of the first step of the sale transaction announced in July 2004 in which Texas Genco LLC agreed to acquire Texas Genco for approximately $3.65 billion in cash.

On December 15, 2004, Texas Genco completed the sale of its fossil generation assets (coal, lignite and gas-fired plants) to Texas Genco LLC for $2.813 billion in cash. Texas Genco used approximately $716 million of the cash proceeds from the sale to repay the Overnight Bridge Loan and distributed $2.231 billion, consisting of the balance of the cash proceeds from the sale and cash on hand, to us. We used the proceeds primarily to repay outstanding indebtedness.

4

In connection with the sale of Texas Genco's fossil generation assets to Texas Genco LLC, Texas Genco, LP, a subsidiary of Texas Genco (Genco LP), also entered into a services agreement with Texas Genco LLC, under which Texas Genco LLC has agreed to provide at cost energy dispatch and coordination services to Genco LP, administer Genco LP's PUC-mandated capacity auctions and market Genco LP's excess capacity and energy to third parties. For those services, Genco LP will pay a monthly fee.

Following the sale of its fossil generation assets, Texas Genco's principal remaining asset is its interest in the South Texas Project Electric Generating Station, a nuclear generating facility (South Texas Project). Texas Genco currently owns a 30.8% interest in the South Texas Project, that is subject to increase pursuant to the right of first refusal described below, and currently bears a corresponding 30.8% share of the capital and operating costs associated with the project.

In connection with the sale of Texas Genco's fossil generation assets to Texas Genco LLC, Genco LP entered into a power purchase and sale agreement with a subsidiary of Texas Genco LLC, which we refer to as the back-to-back power purchase agreement. Under this agreement, Genco LP has agreed to sell forward a substantial portion of Genco LP's total share of the energy from the South Texas Project through December 31, 2008. Genco LP has agreed to sell this energy on a unit-contingent basis, meaning that Genco LP will be excused (subject to the contingent payment for economic costs described below) from its obligations to deliver this energy to the extent the energy is unavailable as a result of a derating or forced outage at the South Texas Project or other specified causes.

During the period from the closing of the first step of the sale transaction until the closing of the second step, the pricing for the energy sold under the back-to-back power purchase agreement will be at the weighted-average price achieved by Texas Genco LLC on its firm forward sales in the South ERCOT zone, subject to payment by Genco LP to Texas Genco LLC, in the event the second step does not close, of 50% of the economic cost (i.e., liquidated damages payable to third parties or cost of cover) incurred by Texas Genco LLC during that period as a result of energy from the South Texas Project being unavailable to meet the contract quantity. After any termination of the transaction agreement, the pricing for this energy will be at 90% of such weighted-average price, with no contingent payment for economic costs. The transaction agreement may be terminated under various circumstances, including a failure to close the second step of the sale transaction by April 30, 2005 (which date may be extended by either party for up to two consecutive 90-day periods if NRC approval has not yet been obtained or is being contested and all other closing conditions are capable of being satisfied).

The second step of the transaction, the merger of Texas Genco with a subsidiary of Texas Genco LLC in exchange for an additional cash payment to us of $700 million, is expected to close during the first half of 2005 following receipt of approval from the NRC. Total cash proceeds to CenterPoint Energy from both steps of the transaction are expected to be $2.931 billion.

We recorded an after-tax loss of approximately $214 million in 2004 related to the sale of Texas Genco and an additional after-tax loss of $152 million offsetting our interest in Texas Genco's 2004 earnings from July 1, 2004. Until the sale of Texas Genco is complete, our interest in any future Texas Genco earnings will be offset by an increase in the loss on the pending sale. The consolidated financial statements included in this annual report on Form 10-K present Texas Genco's operations as discontinued operations in accordance with Statement of Financial Accounting Standards (SFAS) No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," (SFAS No. 144).

Right of First Refusal. In September 2004, Genco LP signed an agreement to purchase a portion of AEP Texas Central Company's (AEP) 25.2% interest in the South Texas Project for approximately $174 million. Once the purchase is complete, Genco LP will own an additional 13.2% interest in the South Texas Project for a total of 44%, or approximately 1,100 MW. This purchase agreement was entered into pursuant to Genco LP's right of first refusal to purchase this interest when AEP announced its agreement to sell this interest to a third-party. In addition to AEP's ownership interest and Genco LP's current 30.8% ownership, the 2,500 MW nuclear plant is currently 28%-owned by City Public Service of San Antonio (CPS) and 16%-owned by Austin Energy. CPS is expected to purchase AEP's remaining 12% ownership interest under its right of first refusal. The sale is subject to approval by the NRC. Texas Genco expects to fund the purchase of its share of AEP's interest, including reimbursements of draws under letters of credit, with existing cash balances that have been provided to cash collateralize the letters of credit as described below and, if necessary, cash expected to be generated through operations. If CPS were to default and fail to purchase the 12% interest it has agreed to acquire, Texas Genco would purchase AEP's entire 25.2% interest in the South Texas Project, in which case Texas Genco would need approximately $158 million of additional cash. We expect this transaction will be completed by the end of the second quarter of 2005.

In December 2004, prior to the consummation of the sale of Texas Genco's coal, lignite and gas-fired generation assets to Texas Genco LLC, the $250 million revolving credit facility of Genco LP was terminated and the then outstanding letters of credit

5

aggregating $182 million issued under the facility in favor of AEP relating to the right of first refusal were cash collateralized at 105% of their face amount. In February 2005, Genco LP also established a $75 million term loan facility under which borrowings may be made for working capital purposes at LIBOR plus 50 basis points. Two drawings aggregating $75 million may be made under the facility which matures on the earlier of August 2005 or the closing of the final step of the Texas Genco sale. An initial draw of $59 million was made in February 2005. This facility is secured by a lien on Texas Genco's equity and partnership interests in its subsidiaries and cash collateral accounts described above.

SIGNIFICANT EVENTS IN 2005

Resolution of legal proceedings relating to the 2004 True-Up Proceeding, recovery of amounts approved in the 2004 True-Up Proceeding and the sale of our remaining interest in Texas Genco are the most significant events facing us in 2005. We expect to use the proceeds received from these events to further repay a portion of our indebtedness and for other general corporate purposes. In January 2005, we appealed certain aspects of the final order seeking to increase the true-up balance ultimately recovered by CenterPoint Houston. Other parties have also appealed the order, seeking to reduce the amount authorized for CenterPoint Houston's recovery. Although we believe we have meritorious arguments and that the other parties' appeals are without merit, no prediction can be made as to the ultimate outcome or timing of such appeals.

We recorded an after-tax loss of approximately $214 million in 2004 related to the sale of our interest in Texas Genco. See "Recent Events" above. We also recorded an after-tax extraordinary loss of $977 million in 2004 related to the 2004 True-Up Proceeding as discussed above. Portions of these losses recorded in periods prior to the fourth quarter of 2004 reduced our earnings below the level required for us to continue paying our current quarterly dividends out of current earnings as required under our Securities and Exchange Commission (SEC) financing order. However, in May 2004, we received an order from the SEC under the 1935 Act authorizing us to continue to pay our current quarterly dividend in the second and third quarters of 2004 out of capital or unearned surplus in the event we had such losses. We declared a dividend in the fourth quarter of 2004 out of current earnings. If our earnings for subsequent quarters are insufficient to pay dividends from current earnings, additional authority would be required from the SEC for payment of the quarterly dividend from capital or unearned surplus, but there can be no assurance that the SEC would authorize such payments. These losses would delay the timing of our achievement of a ratio of common equity to total capitalization of 30% as generally required by the SEC under the 1935 Act. Accordingly, we may issue equity and take other actions to achieve a future equity capitalization of 30%.

In March 2005, we replaced our $750 million revolving credit facility with a $1 billion five-year revolving credit facility. Borrowings may be made under the facility at LIBOR plus 100 basis points based on current credit ratings. An additional utilization fee of 12.5 basis points applies to borrowings any time more than 50% of the facility is utilized. Changes in credit ratings would lower or raise the increment to LIBOR depending on whether ratings improved or were lowered.

In March 2005, CenterPoint Houston established a $200 million five-year revolving credit facility. Borrowings may be made under the facility at LIBOR plus 75 basis points based on CenterPoint Houston's current credit rating. An additional utilization fee of 12.5 basis points applies to borrowings any time more than 50% of the facility is utilized. Changes in credit ratings would lower or raise the increment to LIBOR depending on whether ratings improved or were lowered.

CenterPoint Houston also established a $1.31 billion credit facility in March 2005. This facility is available to be utilized only to refinance CenterPoint Houston's $1.31 billion term loan maturing in November 2005 in the event that proceeds from the issuance of transition bonds are not sufficient to repay such term loan. Drawings may be made under this credit facility until November 2005, at which time any outstanding borrowings are converted to term loans maturing in November 2007. Net proceeds from the issuance of transition bonds and certain new net indebtedness for borrowed money issued by CenterPoint Houston in excess of $200 million must be used to repay borrowings under the new facility. Based on CenterPoint Houston's current credit ratings, borrowings under the facility can be made at LIBOR plus 75 basis points. Changes in credit ratings would lower or raise the increment to LIBOR depending on whether ratings improved or were lowered. Any drawings under this facility must be secured by CenterPoint Houston's general mortgage bonds in the same principal amount and bearing the same interest rate as such drawings.

In March 2005, we filed a registration statement relating to an offer to exchange our 3.75% convertible senior notes due 2023 for a new series of 3.75% convertible senior notes due 2023. This registration statement has not yet been declared effective by the SEC. We expect to conduct the exchange offer in response to the guidance set forth in Emerging Issues Task Force Issue No. 04-8, "The Effect of Contingently Convertible Instruments on Diluted Earnings Per Share." Under that guidance, because the terms of the new notes provide for settlement of the principal amount on conversion in cash rather than our common stock, exchanging new notes for old

6

notes will allow us to exclude the portion of the conversion value of the new notes attributable to their principal amount from our computation of diluted earnings per share from continuing operations.

2004 HIGHLIGHTS

In addition to the extraordinary loss related to the 2004 True-Up Proceeding and the loss related to the sale of Texas Genco as discussed above, our operating performance for 2004 compared to 2003 were affected by:

- the termination of revenues related to Excess Cost Over Market (ECOM) as of January 1, 2004 compared to ECOM revenues of $661 million recorded in 2003;

- an increase in operating income of $135 million in our Electric Transmission & Distribution business segment, excluding ECOM, primarily due to the absence of an $87 million reserve recorded in 2003 related to the final fuel reconciliation, excluding interest, and a $15 million reversal of this reserve in 2004;

- an increase in other income of $226 million related to the return on our true-up balance as discussed above;

- rate increases of $15 million in 2004 in our Natural Gas Distribution business segment;

- increased operating income of $22 million in our Pipelines and Gathering business segment primarily from increased throughput, favorable commodity prices and increased ancillary services; and

- continued customer growth, with the addition of over 92,000 metered electric and gas customers.

CERTAIN FACTORS AFFECTING FUTURE EARNINGS

Our past earnings and results of operations are not necessarily indicative of our future earnings and results of operations. The magnitude of our future earnings and results of our operations will depend on or be affected by numerous factors including:

- the timing and amount of our recovery of the true-up components;

- the timing and results of the monetization of our remaining interest in Texas Genco;

- state and federal legislative and regulatory actions or developments, including deregulation, re-regulation, constraints placed on our activities or business by the 1935 Act, changes in or application of laws or regulations applicable to other aspects of our business and actions with respect to:

- allowed rates of return;

- rate structures;

- recovery of investments; and

- operation and construction of facilities;

- industrial, commercial and residential growth in our service territory and changes in market demand and demographic patterns;

- the timing and extent of changes in commodity prices, particularly natural gas;

- changes in interest rates or rates of inflation;

- weather variations and other natural phenomena;

- the timing and extent of changes in the supply of natural gas;

7

- commercial bank and financial market conditions, our access to capital, the cost of such capital, receipt of certain financing approvals under the 1935 Act, and the results of our financing and refinancing efforts, including availability of funds in the debt capital markets;

- actions by rating agencies;

- inability of various counterparties to meet their obligations to us;

- non-payment for our services due to financial distress of our customers, including RRI;

- the outcome of the pending securities lawsuits against us, Reliant Energy and RRI;

- the ability of RRI to satisfy its obligations to us, including indemnity obligations;

- our ability to control costs;

- the investment performance of our employee benefit plans;

- our internal restructuring or other restructuring options that may be pursued;

- our potential business strategies, including acquisitions or dispositions of assets or businesses, which cannot be assured to be completed or beneficial to us; and

- other factors discussed under "Risk Factors" in Item 1 of our Annual Report on Form 10-K for the year ended December 31, 2004 filed on March 16, 2005 (Centerpoint Energy Form 10-K).

CONSOLIDATED RESULTS OF OPERATIONS

All dollar amounts in the tables that follow are in millions, except for per share amounts.

                                                                  YEAR ENDED DECEMBER 31,
                                                                 -------------------------
                                                                   2002     2003     2004
                                                                 -------   ------   ------
Revenues .....................................................   $ 6,438   $7,790   $7,999
Operating Expenses ...........................................     4,998    6,435    7,135
                                                                 -------   ------   ------
Operating Income .............................................     1,440    1,355      864
Gain (Loss) on Time Warner Investment ........................      (500)     106       31
Gain (Loss) on Indexed Debt Securities .......................       480      (96)     (20)
Interest and Other Finance Charges ...........................      (712)    (741)    (777)
Return on True-Up Balance ....................................        --       --      226
Other Income (Expense), net ..................................        46      (10)      20
                                                                 -------   ------   ------
Income From Continuing Operations Before Income Taxes and
   Extraordinary Loss ........................................       754      614      344
Income Tax Expense ...........................................      (272)    (205)    (139)
                                                                 -------   ------   ------
Income From Continuing Operations Before Extraordinary Loss ..       482      409      205
Discontinued Operations, net of tax ..........................    (4,402)      75     (133)
                                                                 -------   ------   ------
Income (Loss) Before Extraordinary Loss ......................    (3,920)     484       72
Extraordinary Loss, net of tax ...............................        --       --     (977)
                                                                 -------   ------   ------
   Net Income (Loss) .........................................   $(3,920)  $  484   $ (905)
                                                                 =======   ======   ======
Basic Earnings Per Share:
Income From Continuing Operations Before Extraordinary Loss ..   $  1.62   $ 1.35   $ 0.67
Discontinued Operations, net of tax ..........................    (14.78)    0.24    (0.43)
Extraordinary Loss, net of tax ...............................        --       --    (3.18)
                                                                 -------   ------   ------
   Net Income (Loss) .........................................   $(13.16)  $ 1.59   $(2.94)
                                                                 =======   ======   ======
Diluted Earnings Per Share:
Income From Continuing Operations Before Extraordinary Loss ..   $  1.61   $ 1.24   $ 0.61
Discontinued Operations, net of tax ..........................    (14.69)    0.22    (0.37)
Extraordinary Loss, net of tax ...............................        --       --    (2.72)
                                                                 -------   ------   ------
   Net Income (Loss) .........................................   $(13.08)  $ 1.46   $(2.48)
                                                                 =======   ======   ======

8

2004 COMPARED TO 2003

Income from Continuing Operations. We reported income from continuing operations before extraordinary loss of $205 million ($0.61 per diluted share) for 2004 as compared to $409 million ($1.24 per diluted share) for 2003. The decrease in income from continuing operations of $204 million was primarily due to the termination of revenues in our Electric Transmission & Distribution business segment related to ECOM as of January 1, 2004, which had contributed $430 million of income in 2003, higher net transmission costs of $6 million related to our Electric Transmission & Distribution business segment and increased interest expense of $36 million related to continuing operations as discussed below. These items were partially offset by the absence of an $87 million reserve recorded in 2003 by our Electric Transmission & Distribution business segment related to the final fuel reconciliation, a $15 million reversal of this reserve in 2004 and $226 million of other income related to a return on the true-up balance of our Electric Transmission & Distribution business segment. These items were a result of the Texas Utility Commission's final orders in the fuel reconciliation and the 2004 True-Up Proceeding. Additionally, income from continuing operations was favorably impacted by increased operating income of $31 million related to customer growth in our Electric Transmission & Distribution business segment, increased operating income of $20 million in our Natural Gas Distribution business segment primarily due to rate increases, increased operating income of $22 million in our Pipelines and Gathering business segment primarily from increased throughput, favorable commodity prices and increased ancillary services, and a gain of $10 million on the sale of land by our Electric Transmission & Distribution business segment.

Net loss for 2004 included an after-tax extraordinary loss of $977 million ($2.72 per diluted share) from a write-down of regulatory assets based on our analysis of the Texas Utility Commission's final order in the 2004 True-Up Proceeding. Additionally, net loss for 2004 included a net after-tax loss from discontinued operations of Texas Genco of $133 million ($0.37 per diluted share).

Net income for 2003 includes the cumulative effect of an accounting change resulting from the adoption of SFAS No. 143, "Accounting for Asset Retirement Obligations" ($80 million after-tax gain, or $0.24 earnings per diluted share), which is included in discontinued operations related to Texas Genco.

2003 COMPARED TO 2002

Income from Continuing Operations. We reported income from continuing operations of $409 million ($1.24 per diluted share) for 2003 compared to $482 million ($1.61 per diluted share) for 2002. The decrease in income from continuing operations for 2003 compared to 2002 of $73 million was primarily due to a $69 million increase in expenses related to CenterPoint Houston's final fuel reconciliation, a $36 million reduction in non-cash ECOM revenue and an increase in interest expense of $29 million related to continuing operations due to higher borrowing costs and increased debt levels as discussed below.

INTEREST EXPENSE AND OTHER FINANCE CHARGES

In 2002 and 2003, our $3.85 billion credit facility consisted of a revolver and a term loan. This facility was amended in October 2003 to a $2.35 billion credit facility, consisting of a revolver and a term loan. According to the terms of the $3.85 billion credit facility, any net cash proceeds received from the sale of Texas Genco were required to be applied to repay borrowings under the credit facility. According to the terms of the $2.35 billion credit facility, until such time as the facility had been reduced to $750 million, 100% of any net cash proceeds received from the sale of Texas Genco were required to be applied to repay borrowings under the credit facility and reduce the amount available under the credit facility. In the fourth quarter of 2004, we reduced borrowings under our credit facility by $1.574 billion and retired $375 million of trust preferred securities. We expensed $15 million of unamortized loan costs in the fourth quarter of 2004 that were associated with the credit facility. In accordance with Emerging Issues Task Force Issue No. 87-24 "Allocation of Interest to Discontinued Operations", we have reclassified interest to discontinued operations of Texas Genco based on net proceeds to be received from the sale of Texas Genco of $2.5 billion, and have applied the proceeds to the amount of debt assumed to be paid down in each respective period according to the terms of the respective credit facilities in effect for those periods. In periods where only the term loan was assumed to be repaid, the actual interest paid on the term loan was reclassified. In periods where a portion of the revolver was assumed to be repaid, the percentage of that portion of the revolver to the total outstanding balance was calculated, and that percentage was applied to the actual interest paid in those periods to compute the amount of interest reclassified.

Total interest expense incurred was $764 million, $942 million and $849 million in 2002, 2003 and 2004, respectively. We have reclassified $52 million, $201 million and $72 million of interest expense in 2002, 2003 and 2004, respectively, based upon actual interest expense incurred within our discontinued operations and interest expense associated with debt that would have been required to be repaid as a result of our disposition of Texas Genco.

9

RESULTS OF OPERATIONS BY BUSINESS SEGMENT

The following table presents operating income (in millions) for each of our business segments for 2002, 2003 and 2004. Some amounts from the previous years have been reclassified to conform to the 2004 presentation of the financial statements. These reclassifications do not affect consolidated net income.

OPERATING INCOME (LOSS) BY BUSINESS SEGMENT

                                                              YEAR ENDED DECEMBER 31,
                                                              -----------------------
                                                               2002     2003    2004
                                                              ------   ------   ----
                                                                  (IN MILLIONS)
Electric Transmission & Distribution ......................   $1,096   $1,020   $494
Natural Gas Distribution ..................................      198      202    222
Pipelines and Gathering ...................................      153      158    180
Other Operations ..........................................       (7)     (25)   (32)
                                                              ------   ------   ----
   Total Consolidated Operating Income ....................   $1,440   $1,355   $864
                                                              ======   ======   ====

ELECTRIC TRANSMISSION & DISTRIBUTION

The following tables provide summary data of our Electric Transmission & Distribution business segment, CenterPoint Houston, for 2002, 2003 and 2004 (in millions, except throughput data):

                                                              YEAR ENDED DECEMBER 31,
                                                            ---------------------------
                                                              2002      2003      2004
                                                            -------   -------   -------
Revenues:
   Electric transmission and distribution revenues ......   $ 1,451   $ 1,400   $ 1,446
   ECOM revenues(1) .....................................       697       661        --
   Transition bond revenues .............................        74        63        75
                                                            -------   -------   -------
      Total operating revenues ..........................     2,222     2,124     1,521
                                                            -------   -------   -------
Operating Expenses:
   Operation and maintenance ............................       641       635       539
   Depreciation and amortization ........................       238       246       248
   Taxes other than income taxes ........................       213       198       203
   Transition bond expenses .............................        34        25        37
                                                            -------   -------   -------
      Total operating expenses ..........................     1,126     1,104     1,027
                                                            -------   -------   -------
Operating Income ........................................   $ 1,096   $ 1,020   $   494
                                                            =======   =======   =======
Actual gigawatt-hours (GWh) delivered:
Residential throughput (in GWh) .........................    23,025    23,687    23,748
Total throughput (in GWh)(2) ............................    69,585    70,815    73,632


(1) In 2004, there were no non-cash ECOM revenues under the Texas electric restructuring law.

(2) Usage volumes for commercial and industrial customers are included in total GWh delivered; however, the majority of these customers are billed on a peak demand (KW) basis and, as a result, revenues do not vary based on consumption.

2004 Compared to 2003. Our Electric Transmission & Distribution business segment reported operating income of $494 million for 2004, consisting of $456 million for the regulated electric transmission and distribution utility and $38 million for the transition bond company subsidiary of CenterPoint Houston that issued $749 million principal amount of transition bonds in 2001. For 2003, operating income totaled $1.0 billion, consisting of $321 million for the regulated electric transmission and distribution utility, $38 million for the transition bond company and $661 million of non-cash income associated with ECOM. Operating income increased $31 million from continued customer growth and a $10 million gain on a land sale, partially offset by milder weather and decreased usage of $18 million and higher net transmission costs of $6 million. Additionally, operating income in 2004 was favorably impacted by the absence of $87 million reserve recorded in 2003 related to the final fuel reconciliation and a $15 million reversal of this fuel reserve in 2004 as a result of the Texas Utility Commission's final orders in the fuel reconciliation and the 2004 True-Up Proceeding.

2003 Compared to 2002. Our Electric Transmission & Distribution business segment reported operating income of $1.0 billion for 2003 consisting of $321 million for the regulated electric transmission and distribution utility, $38 million for the transition bond

10

company and $661 million of non-cash income associated with ECOM. For 2002, operating income totaled $1.1 billion, consisting of $359 million for the regulated electric transmission and distribution utility, $40 million for the transition bond company and $697 million of non-cash income associated with ECOM. Increased revenues from customer growth ($40 million) were more than offset by transition period revenues that only occurred in 2002 ($90 million) and decreased industrial demand, resulting in an overall decrease in electric revenues from the regulated electric transmission and distribution business of $62 million. Additionally, non-cash ECOM revenue decreased $36 million as a result of higher operating margins from sales of generation based on the state-mandated capacity auctions. Operation and maintenance expenses decreased in 2003 compared to 2002 primarily due to the absence of purchased power costs that occurred in 2002 during the transition period to deregulation ($48 million), a decrease in labor costs as a result of work force reductions in 2002 ($13 million), non-recurring contract services expense primarily related to transition to deregulation in 2002 ($10 million) and lower bad debt expense related to transition revenues in 2002 ($10 million). These decreases were offset by an increase in expenses related to CenterPoint Houston's final fuel reconciliation ($69 million) and an increase in benefits expense primarily due to increased pension costs ($18 million). Taxes other than income taxes decreased $15 million primarily due to the absence of gross receipts tax associated with transition period revenue in the first quarter of 2002 ($9 million).

NATURAL GAS DISTRIBUTION

The following table provides summary data of our Natural Gas Distribution business segment for 2002, 2003 and 2004 (in millions, except throughput data):

                                                                YEAR ENDED DECEMBER 31,
                                                               ------------------------
                                                                2002     2003     2004
                                                               ------   ------   ------
Operating Revenues .........................................   $3,960   $5,435   $6,173
Operating Expenses:
   Natural gas .............................................    2,995    4,428    5,120
   Operation and maintenance ...............................      539      560      566
   Depreciation and amortization ...........................      126      136      143
   Taxes other than income taxes ...........................      102      109      122
                                                               ------   ------   ------
      Total operating expenses .............................    3,762    5,233    5,951
                                                               ------   ------   ------
Operating Income ...........................................   $  198   $  202   $  222
                                                               ======   ======   ======
Throughput (in billion cubic feet (Bcf)):
   Residential .............................................      175      183      175
   Commercial and industrial ...............................      253      238      237
   Non-rate regulated commercial and industrial ............      471      511      579
   Eliminations ............................................      (48)     (96)    (134)
                                                               ------   ------   ------
      Total Throughput .....................................      851      836      857
                                                               ======   ======   ======

2004 Compared to 2003. Our Natural Gas Distribution business segment reported operating income of $222 million for 2004 as compared to $202 million for 2003. Increases in operating income of $4 million from continued customer growth with the addition of 45,000 customers since December 31, 2003, $15 million from rate increases, $11 million from the impact of the 2003 change in estimate of margins earned on unbilled revenues implemented in 2003 and $9 million related to certain regulatory adjustments made to the amount of recoverable gas costs in 2003 were partially offset by the $8 million impact of milder weather. Operations and maintenance expense increased $6 million for 2004 as compared to 2003. Excluding an $8 million charge recorded in the first quarter of 2004 for severance costs associated with staff reductions, which has reduced costs in later periods, operation and maintenance expenses decreased by $2 million.

2003 Compared to 2002. Our Natural Gas Distribution business segment's operating income increased $4 million in 2003 compared to 2002 primarily due to higher revenues from rate increases implemented late in 2002 ($33 million), improved margins from our unregulated commercial and industrial sales ($6 million) and continued customer growth with the addition of over 38,000 customers since December 2002 ($6 million). These increases were partially offset by decreased revenues as a result of a decrease in the estimate of margins earned on unbilled revenues ($11 million). Additionally, operating income was negatively impacted by higher employee benefit expenses primarily due to increased pension costs ($13 million), certain costs being included in operating expense subsequent to the amendment of a receivables facility in November 2002 as compared to being included in interest expense in the prior year ($7 million) and increased bad debt expense primarily due to higher gas prices ($9 million).

11

PIPELINES AND GATHERING

The following table provides summary data of our Pipelines and Gathering business segment for 2002, 2003 and 2004 (in millions, except throughput data):

                                         YEAR ENDED DECEMBER 31,
                                        ------------------------
                                         2002     2003     2004
                                        ------   ------   ------
Operating Revenues ..................   $  374   $  407   $  451
Operating Expenses:
   Natural gas ......................       32       61       46
   Operation and maintenance ........      130      129      164
   Depreciation and amortization ....       41       40       44
   Taxes other than income taxes ....       18       19       17
                                        ------   ------   ------
      Total operating expenses ......      221      249      271
                                        ------   ------   ------
Operating Income ....................   $  153   $  158   $  180
                                        ======   ======   ======
Throughput (Bcf):
   Natural gas sales ................       14        9       11
   Transportation ...................      845      794      859
   Gathering ........................      287      292      321
   Elimination(1) ...................       (9)      (4)      (7)
                                        ------   ------   ------
      Total Throughput ..............    1,137    1,091    1,184
                                        ======   ======   ======


(1) Elimination of volumes both transported and sold.

2004 Compared to 2003. Our Pipelines and Gathering business segment's operating income increased by $22 million in 2004 compared to 2003. Operating margins (revenues less fuel costs) increased by $59 million primarily due to favorable commodity pricing ($3 million), increased demand for certain transportation services driven by commodity price volatility ($36 million) and increased throughput and enhanced services related to our core gas gathering operations ($11 million). The increase in operating margin was partially offset by higher operation and maintenance expenses of $35 million primarily due to compliance with pipeline integrity regulations ($4 million) and costs relating to environmental matters ($9 million). Project work expenses included in operation and maintenance expense increased ($11 million) resulting in a corresponding increase in revenues billed for these services ($15 million).

2003 Compared to 2002. Our Pipelines and Gathering business segment's operating income increased $5 million in 2003 compared to 2002. The increase was primarily a result of increased margins (revenues less fuel costs) due to higher commodity prices ($8 million), improved margins from new transportation contracts to power plants ($7 million) and improved margins from enhanced services in our gas gathering operations ($4 million), partially offset by higher pension, employee benefit and other miscellaneous expenses ($14 million). Project work expenses included in operation and maintenance expense decreased ($15 million) resulting in a corresponding decrease in revenues billed for these services ($14 million).

OTHER OPERATIONS

The following table provides summary data for our Other Operations business segment for 2002, 2003 and 2004 (in millions):

                                  YEAR ENDED
                                 DECEMBER 31,
                              ------------------
                              2002   2003   2004
                              ----   ----   ----
Operating Revenues.........   $30    $ 28   $  8
Operating Expenses.........    37      53     40
                              ---    ----   ----
Operating Loss.............   $(7)   $(25)  $(32)
                              ===    ====   ====

2004 Compared to 2003. Our Other Operations business segment's operating loss in 2004 compared to 2003 increased $7 million primarily due to a reduction in rental income from RRI in 2004 as compared to 2003, partially offset by changes in unallocated corporate costs in 2004 as compared to 2003.

2003 Compared to 2002. Our Other Operations business segment's operating loss in 2003 compared to 2002 increased $18 million primarily due to changes in unallocated corporate costs in 2002 as compared to 2003.

12

DISCONTINUED OPERATIONS

On September 30, 2002, we distributed all of the shares of RRI common stock owned by us on a pro-rata basis to our shareholders. The consolidated financial statements have been prepared to reflect the effect of the RRI Distribution as described above on the CenterPoint Energy consolidated financial statements. The consolidated financial statements present the RRI businesses (Wholesale Energy, European Energy, Retail Energy and related corporate costs) as discontinued operations in accordance with SFAS No. 144. We also recorded a $4.4 billion non-cash loss on disposal of these discontinued operations in 2002. This loss represents the excess of the carrying value of our net investment in RRI over the market value of RRI common stock at the time of the RRI Distribution.

In February 2003, we sold our interest in Argener, a cogeneration facility in Argentina, for $23 million. The carrying value of this investment was approximately $11 million as of December 31, 2002. We recorded an after-tax gain of $7 million from the sale of Argener in the first quarter of 2003. In April 2003, we sold our final remaining investment in Argentina, a 90 percent interest in Empresa Distribuidora de Electricidad de Santiago del Estero S.A. We recorded an after-tax loss of $3 million in the second quarter of 2003 related to our Latin America operations. We have completed our strategy of exiting all of our international investments. The consolidated financial statements present these operations as discontinued operations in accordance with SFAS No. 144.

In November 2003, we sold CenterPoint Energy Management Services, Inc. (CEMS), a business that provides district cooling services in the Houston central business district and related complementary energy services to district cooling customers and others. We recorded an after-tax loss of $1 million from the sale of CEMS in the fourth quarter of 2003. We recorded an after-tax loss in discontinued operations of $16 million ($25 million pre-tax) during the second quarter of 2003 to record the impairment of the CEMS long-lived assets based on the impending sale and to record one-time termination benefits. The consolidated financial statements present these operations as discontinued operations in accordance with SFAS No. 144.

In July 2004, we announced our agreement to sell our majority owned subsidiary, Texas Genco, to Texas Genco LLC. On December 15, 2004, Texas Genco completed the sale of its fossil generation assets (coal, lignite and gas-fired plants) to Texas Genco LLC for $2.813 billion in cash. Following the sale, Texas Genco distributed $2.231 billion in cash to us. Texas Genco's principal remaining asset is its ownership interest in a nuclear generating facility. The final step of the transaction, the merger of Texas Genco with a subsidiary of Texas Genco LLC in exchange for an additional cash payment to us of $700 million, is expected to close during the first half of 2005, following receipt of approval from the NRC. The Company recorded an after-tax loss of $214 million in 2004 related to the sale of Texas Genco. In addition, as a result of this transaction, any future earnings of Texas Genco will be offset by an increase in the loss. The consolidated financial statements present these operations as discontinued operations in accordance with SFAS No. 144.

LIQUIDITY AND CAPITAL RESOURCES

HISTORICAL CASH FLOWS

The net cash provided by/used in operating, investing and financing activities for 2002, 2003 and 2004 is as follows (in millions):

                                           YEAR ENDED DECEMBER 31,
                                           -----------------------
                                            2002    2003     2004
                                           -----   -----   -------
Cash provided by (used in):
   Operating activities.................   $ 335   $ 894   $   736
   Investing activities.................    (772)   (661)    1,466
   Financing activities.................     723    (450)   (2,124)

CASH PROVIDED BY OPERATING ACTIVITIES

Net cash provided by operating activities in 2004 decreased $158 million compared to 2003 primarily due to increased pension contributions of $453 million and decreased income tax refunds of $74 million, partially offset by the receipt of a $177 million retail clawback payment from RRI in the fourth quarter of 2004, decreased accounts receivable attributable to a higher level of accounts receivable being sold under CERC Corp.'s receivables facility ($81 million) and increased cash provided by Texas Genco's operations ($110 million). Additionally, other changes in working capital items, primarily increased net accounts receivable and accounts payable due to higher natural gas prices in December 2004 as compared to December 2003 ($99 million), contributed to the overall decrease in cash provided by operating activities. Cash provided by operating activities will be negatively impacted in 2005 by the payment of taxes associated with the sale of Texas Genco, the proceeds of which are reflected in cash provided by investing activities in 2004 as discussed below.

13

Net cash provided by operating activities in 2003 increased $559 million compared to 2002 primarily due to additional cash provided by Texas Genco's operations of $365 million and higher income tax refunds received of $170 million, partially offset by higher interest paid related to outstanding borrowings of $130 million.

CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES

Net cash provided by investing activities increased $2.1 billion in 2004 as compared to 2003 primarily due to proceeds of $2.947 billion received from the sale of Texas Genco's fossil generation assets in December 2004, offset by the purchase of the minority interest in Texas Genco in December 2004 ($716 million) and cash collateralization of letters of credit by Texas Genco related to its anticipated purchase of an additional interest in the South Texas Project in the first half of 2005 ($191 million).

Net cash used in investing activities decreased $111 million during 2003 compared to 2002 due primarily to decreased capital expenditures in our Electric Transmission & Distribution business segment primarily resulting from process improvements that included revised construction and design standards.

CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES

In 2004, debt payments exceeded net loan proceeds by $2.0 billion. Proceeds received from the sale of Texas Genco's fossil generation assets in December 2004 and the retail clawback payment from RRI as discussed above were used to retire a $915 million term loan, pay down $944 million in borrowings under our revolving credit facility and retire $375 million of trust preferred securities. As of December 31, 2004, we had borrowings of $239 million under our revolving credit facility which were used to fund a portion of the $420 million pension contribution made in December 2004.

In 2003, debt payments exceeded net loan proceeds by $338 million. In 2002, net loan proceeds exceeded debt payments by $1.1 billion. Additionally, common stock dividends paid by us in 2003 were $202 million less than in 2002. Since the beginning of 2003, the terms of our credit facility limited the common stock dividend to $0.10 per share per quarter. This dividend limitation was eliminated in the new $1 billion credit facility entered into in March 2005.

FUTURE SOURCES AND USES OF CASH

Our liquidity and capital requirements are affected primarily by our results of operations, capital expenditures, debt service requirements, tax payments, working capital needs, various regulatory actions and appeals relating to such regulatory actions. Our principal cash requirements during 2005, excluding the requirements of Texas Genco, include the following:

- approximately $655 million of capital expenditures;

- an estimated $77 million in refunds by CenterPoint Houston of excess mitigation credits (assuming they are terminated as of April 29, 2005);

- dividend payments on CenterPoint Energy common stock and debt service payments;

- $1.8 billion of maturing long-term debt, including $47 million of transition bonds; and

- income tax payments, including approximately $430 million in the first quarter of 2005.

Significant cash inflows in 2005 are expected to include the following:

- cash proceeds of approximately $1.8 from the issuance of transition bonds; and

- cash proceeds of $700 million from the sale of Texas Genco.

We expect that borrowings under our credit facilities and anticipated cash flows from operations will be sufficient to meet our cash needs for 2005. CenterPoint Houston's $1.31 billion term loan requires the proceeds from the issuance of transition bonds to be used to reduce the term loan unless refused by the lenders. CenterPoint Houston's $1.31 billion credit facility is expected to be utilized if the $1.31 billion term loan matures prior to the issuance of sufficient transition bonds. The credit facility requires that proceeds from

14

the issuance of transition bonds and certain new net indebtedness for borrowed money issued by CenterPoint Houston in excess of $200 million be used to repay borrowings under the credit facility.

The 1935 Act regulates our financing ability, as more fully described in "-- Certain Contractual and Regulatory Limits on Ability to Issue Securities and Pay Dividends on Our Common Stock" below.

The following table sets forth our capital expenditures for 2004 and estimates of our capital requirements for 2005 through 2009, excluding expenditures related to discontinued operations (in millions):

                                           2004   2005   2006   2007   2008   2009
                                           ----   ----   ----   ----   ----   ----
Electric Transmission & Distribution ...   $235   $282   $295   $295   $271   $272
Natural Gas Distribution ...............    197    218    203    207    209    210
Pipelines and Gathering ................     73    139    139     74     52    102
Other Operations .......................     25     16     14      9     10      4
                                           ----   ----   ----   ----   ----   ----
   Total ...............................   $530   $655   $651   $585   $542   $588
                                           ====   ====   ====   ====   ====   ====

Capital expenditures related to discontinued operations totaled $74 million in 2004.

The following table sets forth estimates of our contractual obligations to make future payments for 2005 through 2009 and thereafter (in millions):

                                                                                                   2010 AND
CONTRACTUAL OBLIGATIONS(1)                          TOTAL     2005    2006   2007   2008   2009   THEREAFTER
--------------------------                         -------   ------   ----   ----   ----   ----   ----------
Long-term debt, including current portion(2) ...   $ 9,015   $1,831   $212   $ 66   $572    $80     $6,254
Capital leases .................................         9        5      3     --     --     --          1
Operating leases(3) ............................       110       25     21     18     14      6         26
Non-trading derivative liabilities .............        33       26     --      4      2      1         --
Other commodity commitments(4) .................     1,432      807    401    193     29      1          1
                                                   -------   ------   ----   ----   ----    ---     ------
   Total contractual cash obligations ..........   $10,599   $2,694   $637   $281   $617    $88     $6,282
                                                   =======   ======   ====   ====   ====    ===     ======


(1) Contributions to the pension plan are not required in 2005; however, we expect to contribute approximately $29 million to our postretirement benefits plan in 2005 to fund a portion of our obligations in accordance with rate orders or to fund pay-as-you-go costs associated with the plan.

(2) The amounts reflected for long-term debt obligations in the table above do not include interest and have been updated to reflect the new credit facilities established on March 7, 2005.

(3) For a discussion of operating leases, please read Note 11(b) to our consolidated financial statements.

(4) For a discussion of other commodity commitments, please read Note 11(a) to our consolidated financial statements.

In October 2001, CenterPoint Houston was required by the Texas Utility Commission to reverse the amount of redirected depreciation and accelerated depreciation taken for regulatory purposes as allowed under the 1998 transition plan and the Texas electric restructuring law. CenterPoint Houston recorded a regulatory liability to reflect the prospective refund of the accelerated depreciation and in January 2002 CenterPoint Houston began paying excess mitigation credits, which were to be paid over a seven-year period. The annual payment of excess mitigation credits is approximately $264 million. In January 2005, CenterPoint Houston filed a writ of mandamus petition with the Texas Supreme Court asking that court to order the Texas Utility Commission to terminate immediately the payment of all excess mitigation credits and to ensure full recovery of all excess mitigation credits. Although we believe we have meritorious arguments, a writ of mandamus is an extraordinary remedy and no prediction can be made as to the ultimate outcome or timing of the mandamus petition. If the Supreme Court denies our mandamus petition, we will continue to pursue this issue through regular appellate mechanisms. On March 1, 2005, a non-unanimous settlement was filed in Docket No. 30774, which involves the adjustment of RRI's Price-to-Beat. Under the terms of that settlement, the excess mitigation credits being paid by CenterPoint Houston would be terminated as of April 29, 2005. The Texas Utility Commission approved the settlement on March 9, 2005.

Off-Balance Sheet Arrangements. Other than operating leases, we have no off-balance sheet arrangements. However, we do participate in a receivables factoring arrangement. CERC Corp. has a bankruptcy remote subsidiary, which we consolidate, which was

15

formed for the sole purpose of buying receivables created by CERC and selling those receivables to an unrelated third-party. This transaction is accounted for as a sale of receivables under the provisions of SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities", and, as a result, the related receivables are excluded from the Consolidated Balance Sheet. In January 2004, the $100 million receivables facility was replaced with a $250 million receivables facility terminating in January 2005. In January 2005, the facility was extended to January 2006 and temporarily increased, for the period from January 2005 to June 2005, to $375 million. For additional information regarding this transaction please read Note 2(i) to our consolidated financial statements.

Credit Facilities. In March 2005, we replaced our $750 million revolving credit facility with a $1 billion five-year revolving credit facility. Borrowings may be made under the facility at LIBOR plus 100 basis points based on current credit ratings. An additional utilization fee of 12.5 basis points applies to borrowings any time more than 50% of the facility is utilized. Changes in credit ratings would lower or raise the increment to LIBOR depending on whether ratings improved or were lowered. The facility contains covenants, including a debt to earnings before interest, taxes, depreciation and amortization (EBITDA) covenant and an EBITDA to interest covenant.

Borrowings under our credit facility are available upon customary terms and conditions for facilities of this type, including a requirement that we represent, except as described below, that no "material adverse change" has occurred at the time of a new borrowing under this facility. A "material adverse change" is defined as the occurrence of a material adverse change in our ability to perform our obligations under the facility. The base line for any determination of a relative material adverse change is our most recently audited financial statements. At any time after the first time our credit ratings reach at least BBB by Standard & Poor's Ratings Services, a division of The McGraw Hill Companies (S&P), and Baa2 by Moody's Investors Service, Inc. (Moody's), BBB+ by S&P and Baa3 by Moody's, or BBB-- by S&P and Baa1 by Moody's, or if the drawing is to retire maturing commercial paper, we are not required to represent as a condition to such drawing that no material adverse change has occurred or that no litigation expected to have a material adverse effect has occurred.

Also in March 2005, CenterPoint Houston established a $200 million five-year revolving credit facility. Borrowings may be made under the facility at LIBOR plus 75 basis points based on CenterPoint Houston's current credit rating. An additional utilization fee of 12.5 basis points applies to borrowings any time more than 50% of the facility is utilized. Changes in credit ratings would lower or raise the increment to LIBOR depending on whether ratings improved or were lowered.

CenterPoint Houston also established a $1.31 billion credit facility in March 2005. This facility is available to be utilized only to refinance CenterPoint Houston's $1.31 billion term loan maturing in November 2005 in the event that proceeds from the issuance of transition bonds are not sufficient to repay such term loan. Drawings may be made under this credit facility until November 2005, at which time any outstanding borrowings are converted to term loans maturing in November 2007. Net proceeds from the issuance of transition bonds and certain new net indebtedness for borrowed money issued by CenterPoint Houston in excess of $200 million must be used to repay borrowings under the new facility. Based on CenterPoint Houston's current credit ratings, borrowings under the facility can be made at LIBOR plus 75 basis points. Changes in credit ratings would lower or raise the increment to LIBOR depending on whether ratings improved or were lowered. Any drawings under this facility must be secured by CenterPoint Houston's general mortgage bonds in the same principal amount and bearing the same interest rate as such drawings.

CenterPoint Houston's $200 million and $1.31 billion credit facilities each contain covenants, including a debt to total capitalization covenant of 68% and an EBITDA to interest covenant. Borrowings under CenterPoint Houston's $200 million credit facility and its $1.31 billion credit facility are available notwithstanding that a material adverse change has occurred or litigation that could be expected to have a material adverse effect has occurred, so long as other customary terms and conditions are satisfied.

In February 2005, Genco LP also established a $75 million term loan facility under which borrowings may be made for working capital purposes at LIBOR plus 50 basis points. Two drawings aggregating $75 million may be made under the facility which matures on the earlier of August 2005 or the closing of the final step of the Texas Genco sale. An initial draw of $59 million was made in February 2005. This facility is secured by a lien on Texas Genco's equity and the partnership interests in its subsidiaries and cash collateral accounts set up in connection with the sale of Texas Genco's coal, lignite and gas-fired generation assets.

16

As of March 11, 2005, we had the following credit facilities (in millions):

                                                            AMOUNT UTILIZED AT
  DATE EXECUTED          COMPANY         SIZE OF FACILITY     MARCH 11, 2005     TERMINATION DATE
  -------------          -------         ----------------   ------------------   ----------------
 March 23, 2004         CERC Corp.            $  250               $ --           March 23, 2007
  March 7, 2005     CenterPoint Energy         1,000                235            March 7, 2010
  March 7, 2005    CenterPoint Houston           200                 30            March 7, 2010
  March 7, 2005    CenterPoint Houston         1,310                 --                 (1)
February 3, 2005       Texas Genco                75                 59                 (2)


(1) Revolver until November 2005 with two-year term-out of borrowed moneys.

(2) Earlier of August 2005 or the closing of the final step of the Texas Genco sale.

Securities Registered with the SEC. At December 31, 2004, CenterPoint Energy had a shelf registration statement covering senior debt securities, preferred stock and common stock aggregating $1 billion and CERC Corp. had a shelf registration statement covering $50 million principal amount of debt securities.

Temporary Investments. On December 31, 2004, we had temporary external investments of $144 million, of which $22 million were investments of Texas Genco and are included in current assets of discontinued operations in the Consolidated Balance Sheets.

Money Pools. We have two "money pools" through which our participating subsidiaries can borrow or invest on a short-term basis. Funding needs are aggregated and external borrowing or investing is based on the net cash position. Following Texas Genco's certification by the FERC as an "exempt wholesale generator" under the 1935 Act in October 2003, it could no longer participate with our regulated subsidiaries in the same money pool. In October 2003, we established our second money pool in which Texas Genco and its subsidiaries are currently the sole participants.

The net funding requirements of the money pool in which our regulated subsidiaries participate are expected to be met with borrowings under CenterPoint Energy's revolving credit facility.

Except in an emergency situation (in which case we could provide funding pursuant to applicable SEC rules), we would be required to obtain approval from the SEC to issue and sell securities for purposes of funding Texas Genco's operations via the money pool established in October 2003. We do not currently expect to fund the operations of Texas Genco via the money pool. A $75 million credit facility, established in February 2005 at a subsidiary of Texas Genco, is expected to be used to fund Texas Genco's operations.

The terms of both money pools are in accordance with requirements applicable to registered public utility holding companies under the 1935 Act and under an order from the SEC relating to our financing activities and those of our subsidiaries on June 30, 2003 (June 2003 Financing Order). This order expires in June 2005; however, we will seek appropriate approval for the money pool prior to that date.

Impact on Liquidity of a Downgrade in Credit Ratings. As of March 1, 2005, Moody's, S&P, and Fitch, Inc. (Fitch) had assigned the following credit ratings to senior debt of CenterPoint Energy and certain subsidiaries:

                                                                          MOODY'S                 S&P                  FITCH
                                                                    -------------------   -------------------   -------------------
COMPANY/INSTRUMENT                                                  RATING   OUTLOOK(1)   RATING   OUTLOOK(2)   RATING   OUTLOOK(3)
------------------                                                  ------   ----------   ------   ----------   ------   ----------
CenterPoint Energy Senior Unsecured Debt.........................   Ba2      Negative     BBB--    Negative     BBB--    Stable
CenterPoint Houston Senior Secured Debt (First Mortgage Bonds)...   Baa2     Negative     BBB      Negative     BBB+     Stable
CERC Corp. Senior Debt...........................................   Ba1      Stable       BBB      Negative     BBB      Stable


(1) A "negative" outlook from Moody's reflects concerns over the next 12 to 18 months which will either lead to a review for a potential downgrade or a return to a stable outlook. A "stable" outlook from Moody's indicates that Moody's does not expect to put the rating on review for an upgrade or downgrade within 18 months from when the outlook was assigned or last affirmed.

(2) An S&P rating outlook assesses the potential direction of a long-term credit rating over the intermediate to longer term.

(3) A "stable" outlook from Fitch encompasses a one-to-two year horizon as to the likely ratings direction.

17

We cannot assure you that these ratings will remain in effect for any given period of time or that one or more of these ratings will not be lowered or withdrawn entirely by a rating agency. We note that these credit ratings are not recommendations to buy, sell or hold our securities and may be revised or withdrawn at any time by the rating agency. Each rating should be evaluated independently of any other rating. Any future reduction or withdrawal of one or more of our credit ratings could have a material adverse impact on our ability to obtain short- and long-term financing, the cost of such financings and the execution of our commercial strategies.

A decline in credit ratings would increase borrowing costs under our $1 billion credit facility, CenterPoint Houston's $200 million credit facility and its $1.31 billion credit facility and CERC's $250 million revolving credit facility. A decline in credit ratings would also increase the interest rate on long-term debt to be issued in the capital markets and would negatively impact our ability to complete capital market transactions. If we were unable to maintain an investment-grade rating from at least one rating agency, as a registered public utility holding company we would be required to obtain further approval from the SEC for any additional capital markets transactions as more fully described in "-- Certain Contractual and Regulatory Limits on Ability to Issue Securities and Pay Dividends on Our Common Stock" below. Additionally, a decline in credit ratings could increase cash collateral requirements and reduce margins of our Natural Gas Distribution business segment.

As described above under "-- Credit Facilities," our revolving credit facility contains a "material adverse change" clause that could impact our ability to make new borrowings under this facility. CERC Corp.'s credit facility also contains a "material adverse change" clause which relates to CERC Corp.'s ability to perform its obligations under the credit agreement. Texas Genco's term loan facility contains a "material adverse change" clause that could impact the second borrowing under the facility. The clause relates to the business, condition (financial or otherwise), operations, performance or properties of Texas Genco. Borrowings under CenterPoint Houston's $200 million credit facility and its $1.3 billion facility are available notwithstanding that a material adverse change has occurred or litigation that could be expected to have a material adverse effect has occurred.

In September 1999, we issued 2.0% Zero-Premium Exchangeable Subordinated Notes due 2029 (ZENS) having an original principal amount of $1.0 billion. Each ZENS note is exchangeable at the holder's option at any time for an amount of cash equal to 95% of the market value of the reference shares of Time Warner Inc. (TW Common) attributable to each ZENS note. If our creditworthiness were to drop such that ZENS note holders thought our liquidity was adversely affected or the market for the ZENS notes were to become illiquid, some ZENS noteholders might decide to exchange their ZENS notes for cash. Funds for the payment of cash upon exchange could be obtained from the sale of the shares of TW Common that we own or from other sources. We own shares of TW Common equal to 100% of the reference shares used to calculate our obligation to the holders of the ZENS notes. ZENS note exchanges result in a cash outflow because deferred tax liabilities related to the ZENS notes and TW Common shares become current tax obligations when ZENS notes are exchanged and TW Common shares are sold.

CenterPoint Energy Gas Services, Inc. (CEGS), a wholly owned subsidiary of CERC Corp., provides comprehensive natural gas sales and services to industrial and commercial customers that are primarily located within or near the territories served by our pipelines and natural gas distribution subsidiaries. In order to hedge its exposure to natural gas prices, CEGS has agreements with provisions standard for the industry that establish credit thresholds and require a party to provide additional collateral on two business days' notice when that party's rating or the rating of a credit support provider for that party (CERC Corp. in this case) falls below those levels. As of December 31, 2004, the senior unsecured debt of CERC Corp. was rated BBB by S&P and Ba1 by Moody's. We estimate that as of December 31, 2004, unsecured credit limits extended to CEGS by counterparties could aggregate $100 million; however, utilized credit capacity is significantly lower.

Cross Defaults. Under our revolving credit facility, a payment default on, or a non-payment default that permits acceleration of, any indebtedness exceeding $50 million by us or any of our significant subsidiaries will cause a default. Pursuant to the indenture governing our senior notes, a payment default by us, CERC Corp. or CenterPoint Houston in respect of, or an acceleration of, borrowed money and certain other specified types of obligations, in the aggregate principal amount of $50 million will cause a default. As of February 28, 2005, we had issued five series of senior notes aggregating $1.4 billion in principal amount under this indenture. A default by CenterPoint Energy would not trigger a default under our subsidiaries' debt instruments or bank credit facilities.

Other Factors that Could Affect Cash Requirements. In addition to the above factors, our liquidity and capital resources could be affected by:

- cash collateral requirements that could exist in connection with certain contracts, including gas purchases, gas price hedging and gas storage activities of our Natural Gas Distribution business segment, particularly given gas price levels and volatility;

18

- acceleration of payment dates on certain gas supply contracts under certain circumstances, as a result of increased gas prices and concentration of suppliers;

- increased costs related to the acquisition of gas for storage;

- increases in interest expense in connection with debt refinancings;

- various regulatory actions;

- the ability of RRI and its subsidiaries to satisfy their obligations as the principal customers of CenterPoint Houston and in respect of RRI's indemnity obligations to us and our subsidiaries; and

- various of the risks identified under "Risk Factors" in Item 1 of the CenterPoint Energy Form 10-K.

Certain Contractual and Regulatory Limits on Ability to Issue Securities and Pay Dividends on Our Common Stock. Limitations imposed on us as a registered public utility holding company under the 1935 Act affect our ability to issue securities, pay dividends on our common stock or take other actions that affect our capitalization.

The secured term loan and each of the credit facilities of CenterPoint Houston limits CenterPoint Houston's debt, excluding transition bonds, as a percentage of its total capitalization to 68%. CERC Corp.'s bank facility and its receivables facility limit CERC's debt as a percentage of its total capitalization to 60% and contain an EBITDA to interest covenant. Our $1 billion credit facility contains a debt to EBITDA covenant and an EBITDA to interest covenant. CenterPoint Houston's $1.31 billion and $200 million credit facilities also contain EBITDA to interest covenants.

We are a registered public utility holding company under the 1935 Act. The 1935 Act and related rules and regulations impose a number of restrictions on our activities and those of our subsidiaries other than Texas Genco. The 1935 Act, among other things, limits our ability and the ability of our regulated subsidiaries to issue debt and equity securities without prior authorization, restricts the source of dividend payments to current and retained earnings without prior authorization, regulates sales and acquisitions of certain assets and businesses and governs affiliated service, sales and construction contracts.

The June 2003 Financing Order is effective until June 30, 2005. Additionally, we have received several subsequent orders which provide additional financing authority. These orders establish limits on the amount of external debt and equity securities that can be issued by us and our regulated subsidiaries without additional authorization but generally permit us to refinance our existing obligations and those of our regulated subsidiaries. Each of us and our subsidiaries is in compliance with the authorized limits. Discussed below are the incremental amounts of debt and equity that we are authorized to issue after giving effect to our capital markets transactions in 2003 and 2004. The orders also permit utilization of undrawn credit facilities at CenterPoint Energy and CERC. As of February 28, 2005:

- CenterPoint Energy is authorized to issue an additional aggregate $1.7 billion of debt securities and $875 million of preferred stock and preferred securities;

- CenterPoint Houston is authorized to issue an additional aggregate $273 million of debt and an aggregate $250 million of preferred stock and preferred securities; and

- CERC is authorized to issue an additional $2 million of debt and an additional aggregate $250 million of preferred stock and preferred securities.

The SEC has reserved jurisdiction over, and must take further action to permit, the issuance of $478 million of additional debt at CenterPoint Energy, $430 million of additional debt at CERC and $250 million of additional debt at CenterPoint Houston.

The orders require that if we or any of our regulated subsidiaries issue securities that are rated by a nationally recognized statistical rating organization (NRSRO), the security to be issued must obtain an investment grade rating from at least one NRSRO and, as a condition to such issuance, all outstanding rated securities of the issuer and of CenterPoint Energy must be rated investment grade by at least one NRSRO. The orders also contain certain requirements for interest rates, maturities, issuance expenses and use of proceeds.

19

The 1935 Act limits the payment of dividends to payment from current and retained earnings unless specific authorization is obtained to pay dividends from other sources. The SEC has reserved jurisdiction over payment of $500 million of dividends from CenterPoint Energy's unearned surplus or capital. Further authorization would be required to make those payments. As of December 31, 2004, we had an accumulated deficit on our Consolidated Balance Sheets. We recorded an after-tax loss of approximately $214 million in 2004 related to the sale of our remaining interest in Texas Genco. In addition, we recorded an after-tax extraordinary loss of $977 million in 2004 related to the 2004 True-Up Proceeding. Portions of these losses recorded in periods prior to the fourth quarter of 2004 reduced our earnings below the level required for us to continue paying our current quarterly dividends out of current earnings as required under our SEC financing order. However, in May 2004, we received an order from the SEC under the 1935 Act authorizing us to continue to pay our current quarterly dividend in the second and third quarters of 2004 out of capital or unearned surplus in the event we had such losses. We declared a dividend in the fourth quarter of 2004 out of current earnings. If our earnings for subsequent quarters are insufficient to pay dividends from current earnings, additional authority would be required from the SEC for payment of the quarterly dividend from capital or unearned surplus, but there can be no assurance that the SEC would authorize such payments. These losses would delay the timing of our achievement of a ratio of common equity to total capitalization of 30%, as generally required by the SEC under the 1935 Act. Accordingly, we may issue equity and take other actions to achieve a future equity capitalization of 30%. The June 2003 Financing Order also requires that CenterPoint Houston and CERC maintain a ratio of common equity to total capitalization of 30%.

Other Factors Affecting the Upstreaming of Cash from Subsidiaries. CenterPoint Houston's term loan, subject to certain exceptions, limits the application of proceeds from capital markets transactions over $200 million by CenterPoint Houston to repayment of debt existing in November 2002.

CenterPoint Houston will distribute recovery of the true-up components not used to repay CenterPoint Houston's indebtedness to us through the payment of dividends. CenterPoint Houston requires SEC action to approve any dividends in excess of its current and retained earnings. To maintain CenterPoint Houston's capital structure at the appropriate levels, we may reinvest funds in CenterPoint Houston in the form of equity contributions or intercompany loans. Under the orders described under "-- Certain Contractual and Regulatory Limits on Ability to Issue Securities and Pay Dividends on Our Common Stock," CenterPoint Houston's member's equity as a percentage of total capitalization generally must be at least 30%, although the SEC has permitted the percentage to be below this level for other companies taking into account non-recourse securitization debt as a component of capitalization.

CRITICAL ACCOUNTING POLICIES

A critical accounting policy is one that is both important to the presentation of our financial condition and results of operations and requires management to make difficult, subjective or complex accounting estimates. An accounting estimate is an approximation made by management of a financial statement element, item or account in the financial statements. Accounting estimates in our historical consolidated financial statements measure the effects of past business transactions or events, or the present status of an asset or liability. The accounting estimates described below require us to make assumptions about matters that are highly uncertain at the time the estimate is made. Additionally, different estimates that we could have used or changes in an accounting estimate that are reasonably likely to occur could have a material impact on the presentation of our financial condition or results of operations. The circumstances that make these judgments difficult, subjective and/or complex have to do with the need to make estimates about the effect of matters that are inherently uncertain. Estimates and assumptions about future events and their effects cannot be predicted with certainty. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments. These estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. Our significant accounting policies are discussed in Note 2 to our consolidated financial statements. We believe the following accounting policies involve the application of critical accounting estimates. Accordingly, these accounting estimates have been reviewed and discussed with the audit committee of the board of directors.

ACCOUNTING FOR RATE REGULATION

SFAS No. 71, "Accounting for the Effects of Certain Types of Regulation" (SFAS No. 71), provides that rate-regulated entities account for and report assets and liabilities consistent with the recovery of those incurred costs in rates if the rates established are designed to recover the costs of providing the regulated service and if the competitive environment makes it probable that such rates can be charged and collected. Application of SFAS No. 71 to the electric generation portion of our business was discontinued as of June 30, 1999. Our Electric Transmission & Distribution business continues to apply SFAS No. 71 which results in our accounting for the regulatory effects of recovery of stranded costs and other regulatory assets resulting from the unbundling of the transmission and distribution business from our electric generation operations in our consolidated financial statements. Certain expenses and revenues

20

subject to utility regulation or rate determination normally reflected in income are deferred on the balance sheet and are recognized in income as the related amounts are included in service rates and recovered from or refunded to customers. Significant accounting estimates embedded within the application of SFAS No. 71 with respect to our Electric Transmission & Distribution business segment relate to $1.9 billion of recoverable electric generation-related regulatory assets as of December 31, 2004. These costs are recoverable under the provisions of the Texas electric restructuring law. Based on our analysis of the Texas Utility Commission's final order in the 2004 True-Up Proceeding, we recorded an after-tax charge to earnings in 2004 of approximately $977 million to write-down our electric generation-related regulatory assets to their realizable value, which is reflected as an extraordinary loss in the Statements of Consolidated Operations.

IMPAIRMENT OF LONG-LIVED ASSETS AND INTANGIBLES

We review the carrying value of our long-lived assets, including goodwill and identifiable intangibles, whenever events or changes in circumstances indicate that such carrying values may not be recoverable, and annually for goodwill as required by SFAS No. 142, "Goodwill and Other Intangible Assets." No impairment of goodwill was indicated based on our analysis as of January 1, 2004. Unforeseen events and changes in circumstances and market conditions and material differences in the value of long-lived assets and intangibles due to changes in estimates of future cash flows, regulatory matters and operating costs could negatively affect the fair value of our assets and result in an impairment charge.

Fair value is the amount at which the asset could be bought or sold in a current transaction between willing parties and may be estimated using a number of techniques, including quoted market prices or valuations by third parties, present value techniques based on estimates of cash flows, or multiples of earnings or revenue performance measures. The fair value of the asset could be different using different estimates and assumptions in these valuation techniques.

We recorded an after-tax loss of approximately $214 million in 2004 related to the sale of our remaining 81% interest in Texas Genco.

UNBILLED ENERGY REVENUES

Revenues related to the sale and/or delivery of electricity or natural gas (energy) are generally recorded when energy is delivered to customers. However, the determination of energy sales to individual customers is based on the reading of their meters, which is performed on a systematic basis throughout the month. At the end of each month, amounts of energy delivered to customers since the date of the last meter reading are estimated and the corresponding unbilled revenue is estimated. Unbilled electricity delivery revenue is estimated each month based on daily supply volumes, applicable rates and analyses reflecting significant historical trends and experience. Unbilled natural gas sales are estimated based on estimated purchased gas volumes, estimated lost and unaccounted for gas and tariffed rates in effect. As additional information becomes available, or actual amounts are determinable, the recorded estimates are revised. Consequently, operating results can be affected by revisions to prior accounting estimates.

PENSION AND OTHER RETIREMENT PLANS

We sponsor pension and other retirement plans in various forms covering all employees who meet eligibility requirements. We use several statistical and other factors which attempt to anticipate future events in calculating the expense and liability related to our plans. These factors include assumptions about the discount rate, expected return on plan assets and rate of future compensation increases as estimated by management, within certain guidelines. In addition, our actuarial consultants use subjective factors such as withdrawal and mortality rates to estimate these factors. The actuarial assumptions used may differ materially from actual results due to changing market and economic conditions, higher or lower withdrawal rates or longer or shorter life spans of participants. These differences may result in a significant impact to the amount of pension expense recorded. Please read "-- Other Significant Matters -- Pension Plans" for further discussion.

21

NEW ACCOUNTING PRONOUNCEMENTS

See Note 2(n) to the consolidated financial statements, incorporated herein by reference, for a discussion of new accounting pronouncements that affect us.

OTHER SIGNIFICANT MATTERS

Pension Plan. As discussed in Note 9(b) to our consolidated financial statements, we maintain a non-contributory pension plan covering substantially all employees. Employer contributions are based on actuarial computations that establish the minimum contribution required under the Employee Retirement Income Security Act of 1974 (ERISA) and the maximum deductible contribution for income tax purposes. At December 31, 2004, the projected benefit obligation exceeded the market value of plan assets by $53 million; however, the market value of the plan assets exceeded the accumulated benefit obligation by $22 million. Changes in interest rates and the market values of the securities held by the plan during 2005 could materially, positively or negatively, change our funded status and affect the level of pension expense and required contributions in 2006 and beyond.

In connection with the sale of our 81% interest in Texas Genco, a separate pension plan was established for Texas Genco on September 1, 2004 and we transferred a net pension liability of approximately $68 million to Texas Genco. In October 2004, Texas Genco received an allocation of assets from our pension plan pursuant to rules and regulations under ERISA.

During 2003 and 2004, we have not been required to make contributions to our pension plan. We have made voluntary contributions of $23 million and $476 million in 2003 and 2004, respectively.

Under the terms of our pension plan, we reserve the right to change, modify or terminate the plan. Our funding policy is to review amounts annually and contribute an amount at least equal to the minimum contribution required under ERISA and the Internal Revenue Code.

In accordance with SFAS No. 87, "Employers' Accounting for Pensions," changes in pension obligations and assets may not be immediately recognized as pension costs in the income statement, but generally are recognized in future years over the remaining average service period of plan participants. As such, significant portions of pension costs recorded in any period may not reflect the actual level of benefit payments provided to plan participants.

Pension costs were $35 million, $90 million and $80 million for 2002, 2003 and 2004, respectively. For 2002, a pension benefit of $4 million was recorded related to RRI's participants. Pension benefit for RRI's participants is reflected in the Statement of Consolidated Operations as discontinued operations. In addition, included in the costs for 2002, 2003 and 2004 are $15 million, $17 million and $11 million, respectively, of expense related to Texas Genco participants. Pension expense for Texas Genco participants is reflected in the Statement of Consolidated Operations as discontinued operations.

Additionally, we maintain a non-qualified benefit restoration plan which allows participants to retain the benefits to which they would have been entitled under our non-contributory pension plan except for the federally mandated limits on qualified plan benefits or on the level of compensation on which qualified plan benefits may be calculated. The expense associated with this non-qualified plan was $9 million, $8 million and $6 million in 2002, 2003 and 2004, respectively. Included in the cost for 2002 is $3 million of expense related to RRI's participants, which is reflected in discontinued operations in the Statements of Consolidated Operations.

The calculation of pension expense and related liabilities requires the use of assumptions. Changes in these assumptions can result in different expense and liability amounts, and future actual experience can differ from the assumptions. Two of the most critical assumptions are the expected long-term rate of return on plan assets and the assumed discount rate.

As of December 31, 2004, the expected long-term rate of return on plan assets was 8.5%, a reduction from the 9.0% rate assumed as of December 31, 2003. We believe that our actual asset allocation, on average, will approximate the targeted allocation and the estimated return on net assets. We regularly review our actual asset allocation and periodically rebalance plan assets as appropriate.

As of December 31, 2004, the projected benefit obligation was calculated assuming a discount rate of 5.75%, which is a 0.5% decline from the 6.25% discount rate assumed in 2003. The discount rate was determined by reviewing yields on high-quality bonds that receive one of the two highest ratings given by a recognized rating agency and the expected duration of pension obligations specific to the characteristics of our plan.

22

Pension expense for 2005, including the benefit restoration plan, is estimated to be $37 million based on an expected return on plan assets of 8.5% and a discount rate of 5.75% as of December 31, 2004. If the expected return assumption were lowered by 0.5% (from 8.5% to 8.0%), 2005 pension expense would increase by approximately $8 million.

Due to significant funding that occurred during 2004, pension plan assets (excluding the unfunded benefit restoration plan) exceed the accumulated benefit obligation, which enabled us to reverse a charge to comprehensive income of $350 million, net of tax. However, if the discount rate were lowered by 0.5% (from 5.75% to 5.25%), the assumption change would increase our projected benefit obligation, accumulated benefit obligation and 2005 pension expense by approximately $106 million, $100 million and $7 million, respectively. In addition, the assumption change would have significant impacts on our Consolidated Balance Sheet by changing the pension asset recorded as of December 31, 2004 of $610 million to a pension liability of $78 million, offset by a charge to comprehensive income in 2004 of $447 million, net of tax.

For the benefit restoration plan, if the discount rate were lowered by 0.5% (from 5.75% to 5.25%), the assumption change would increase our projected benefit obligation, accumulated benefit obligation and 2005 pension expense by approximately $4 million, $3 million, and less than $1 million, respectively. In addition, the assumption change would result in a charge to comprehensive income of approximately $2 million.

Future changes in plan asset returns, assumed discount rates and various other factors related to the pension plan will impact our future pension expense and liabilities. We cannot predict with certainty what these factors will be.

In October 2004, the American Jobs Creation Act (AJCA) was signed into law. The AJCA made significant changes in the taxation of nonqualified deferred compensation with new Code Section 409A. Non-compliance with Section 409A can result in increased federal income taxes on nonqualified deferred compensation for employees. We are currently analyzing the impact of Section 409A and related guidance issued by the Treasury Department and the Internal Revenue Service, on our non-qualified plans and agreements that provide for deferred compensation. Such plans or agreements may require amendment or modification to comply with the new law.

Quasi-Reorganization. On December 30, 2004, our Board of Directors adopted a plan for an accounting reorganization of the company, to be effective as of January 1, 2005. At the same time, the Manager of CenterPoint Houston adopted a similar plan for CenterPoint Houston. These plans were adopted in order to eliminate the accumulated deficit that exists at both companies.

The plan we adopted required: (1) a report to be presented to and reviewed by our Board of Directors on or before February 28, 2005 as to the completion of the valuation analysis of the accounting reorganization and the effects of the accounting reorganization on our financial statements, (2) a determination that the accounting reorganization is in accordance with accounting principles generally accepted in the United States, and (3) that there be no determination by our Board of Directors on or before February 28, 2005 that the accounting reorganization is inconsistent with our regulatory obligations. We are continuing to work to complete the valuation analysis and the effects on our financial statements of the accounting reorganization, and on February 23, 2005, our Board of Directors extended until May 10, 2005 the time for making the determination described in (3) of the preceding sentence.

An accounting reorganization, sometimes called a "quasi-reorganization," allows a company to extinguish an accumulated deficit. It involves restating a company's assets and its liabilities to their fair values. The accumulated deficit is then brought to zero through a reduction in the other capital accounts, giving the company a "fresh start" with a zero balance in retained earnings. As of December 31, 2004, we had an accumulated deficit of approximately $1.7 billion. That deficit stemmed from the accounting effects of
(1) the distribution of our ownership interest in RRI to our shareholders in September 2002, (2) the extraordinary loss recorded in connection with the Texas Utility Commission's order related to the 2004 True-Up Proceeding and (3) the loss on discontinued operations that was recorded in connection with our sale of Texas Genco. In addition to eliminating the accumulated deficit and restating assets and liabilities to fair value, if a quasi-reorganization were implemented, we and CenterPoint Houston would be required to implement any accounting standards that have been issued but not yet adopted.

We and CenterPoint Houston are seeking to eliminate the accumulated deficit because restrictions contained in the 1935 Act require registered public utility holding companies and their subsidiaries, like us and CenterPoint Houston, to obtain express authorization from the SEC to pay dividends when current or retained earnings are insufficient to do so. Eliminating the accumulated deficit will permit current earnings not utilized to pay dividends to more quickly build up a retained earnings balance. Under 1935 Act regulations, we could pay dividends out of this balance during periods when current earnings may not be adequate to do so.

23

In addition, we have undertaken an obligation under the 1935 Act to achieve a minimum ratio of common equity to total capitalization of thirty percent, which, depending on the results of the restatement of assets and liabilities under the accounting reorganization, could be affected by, and will be taken into consideration by the Board of Directors in evaluating the effects of, the accounting reorganization. We will seek such authority as may be required under the 1935 Act in connection with the quasi-reorganization.

24

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of CenterPoint Energy, Inc.
Houston, Texas

We have audited the accompanying consolidated balance sheets of CenterPoint Energy, Inc. and subsidiaries (the "Company") as of December 31, 2003 and 2004, and the related consolidated statements of operations, comprehensive income, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2004. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 consolidated financial statements present fairly, in all material respects, the financial position of CenterPoint Energy, Inc. and subsidiaries at December 31, 2003 and 2004, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2004 in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 3 to the consolidated financial statements and pursuant to a plan to sell this subsidiary, the Company has presented its electric generating operations as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets."

As discussed in Note 17 to the consolidated financial statements, the accompanying consolidated financial statements have been restated.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company's internal control over financial reporting as of December 31, 2004, based on the criteria established in Internal Control -- Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 15, 2005 (January 10, 2006 as to the effect of the material weakness described in Management's Annual Report on Internal Control Over Financial Reporting (as revised)) expressed an unqualified opinion on management's assessment of the effectiveness of the Company's internal control over financial reporting and an adverse opinion on the effectiveness of the Company's internal control over financial reporting because of a material weakness.

DELOITTE & TOUCHE LLP

Houston, Texas

March 15, 2005 (January 10, 2006 as to the effects of the restatement discussed in Note 17 to the consolidated financial statements)

25

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of CenterPoint Energy, Inc.
Houston, Texas

We have audited management's assessment, included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting (as revised), that CenterPoint Energy, Inc. and subsidiaries did not maintain effective internal control over financial reporting as of December 31, 2004, because of the effect of the material weakness identified in management's assessment based on the criteria established in Internal Control -- Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the Company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management's assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our report dated March 15, 2005, we expressed an unqualified opinion on management's assessment that the Company maintained effective internal control over financial reporting and an unqualified opinion on the effectiveness of internal control over financial reporting. As described in the following paragraph, the Company subsequently identified a material misstatement in its 2004 annual consolidated financial statements which caused such annual financial statements to be restated. The misstatement was determined to be the result of a material weakness as further discussed in the following paragraph. Accordingly, management subsequently revised its assessment about the effectiveness of the Company's internal control over financial reporting and our present opinion on the effectiveness of the Company's internal control over financial reporting as of December 31, 2004 expressed herein is different from that expressed in our previous report.

A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The following material weakness has been identified and included in management's revised assessment: There were ineffective controls over the process of eliminating certain interdivision purchases and sales of natural gas within the Company's Natural Gas Distribution segment in the consolidation process. This weakness resulted in a material error and the restatement of the Company's consolidated balance sheet, as of December 31, 2004 and the statements of consolidated operations and of consolidated cash flows for the year ended December 31, 2004. This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our

26

audit of the consolidated financial statements (as restated) and financial statement schedules as of and for the year ended December 31, 2004 of the Company and this report does not affect our reports on such restated financial statements or the financial statement schedules.

In our opinion, management's revised assessment that the Company did not maintain effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on the criteria established in Internal Control -- Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Also in our opinion, because of the effect of the material weakness described above on the achievement of the objectives of control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2004, based on the criteria established in Internal Control -- Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements (as restated) and financial statement schedules as of and for the year ended December 31, 2004 of the Company and our reports dated March 15, 2005 (January 10, 2006 as to the effects of the restatement discussed in Note 17 to the consolidated financial statements) expressed an unqualified opinion on those financial statements and financial statement schedules and included explanatory paragraphs regarding i) the Company's presentation of its electric generating operations as discontinued operations and ii) the restatement discussed in Note 17 to the consolidated financial statements.

DELOITTE & TOUCHE LLP

Houston, Texas

March 15, 2005 (January 10, 2006 as to the effect of the material weakness described in Management's Annual Report on Internal Control Over Financial Reporting, as revised)

27

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL
OVER FINANCIAL REPORTING (AS REVISED)

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company's principal executive and principal financial officers and effected by the company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

- Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

- Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

- Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

Management has designed its internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with accounting principles generally accepted in the United States of America. Management's assessment included review and testing of both the design effectiveness and operating effectiveness of controls over all relevant assertions related to all significant accounts and disclosures in the financial statements.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In the Company's 2004 annual report on Form 10-K, filed on March 16, 2005, management of the Company included "Management's Annual Report on Internal Control Over Financial Reporting", which expressed a conclusion by management that as of December 31, 2004, the Company's internal control over financial reporting was effective. As a result of the restatement of its financial statements, management has concluded that a material weakness in internal control over financial reporting existed as of December 31, 2004 and, accordingly, has revised its assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2004.

A material weakness is a significant deficiency, or a combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Due to the circumstances described in Note 17 of the Notes to the Company's Consolidated Financial Statements, management has concluded that a material weakness in internal control over financial reporting existed as of December 31, 2004 as defined under standards established by the Public Company Accounting Oversight Board. Specifically, there were ineffective controls over the process of eliminating certain interdivision purchases and sales of natural gas within the Company's Natural Gas Distribution segment in the consolidation process. This weakness resulted in a material error and the restatement of the Company's Consolidated Balance Sheet as of December 31, 2004 and the Statements of Consolidated Operations and of Consolidated Cash Flows for the year ended December 31, 2004.

In making this revised assessment, management, including our principal executive officer and principal financial officer, used the criteria set forth in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on those criteria and management's revised assessment, management concludes that, solely as a result of the material weakness described above, the Company did not maintain effective internal control over financial reporting as of December 31, 2004.

Deloitte & Touche LLP, the Company's independent registered public accounting firm, has issued an attestation report on our revised assessment of the effectiveness of our internal control over financial reporting as of December 31, 2004 and such report is included herein.

28

CENTERPOINT ENERGY, INC. AND SUBSIDIARIES

STATEMENTS OF CONSOLIDATED OPERATIONS

                                                                          YEAR ENDED DECEMBER 31,
                                                                 -----------------------------------------
                                                                                                 2004
                                                                                            (AS RESTATED -
                                                                     2002         2003       SEE NOTE 17)
                                                                 -----------   ----------   --------------
                                                                  (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
REVENUES .....................................................   $ 6,437,505   $7,789,681     $7,999,461
                                                                 -----------   ----------     ----------
EXPENSES:
   Natural gas ...............................................     2,953,871    4,297,914      5,013,484
   Operation and maintenance .................................     1,242,472    1,334,271      1,276,892
   Depreciation and amortization .............................       457,608      465,571        489,642
   Taxes other than income taxes .............................       343,811      336,512        355,648
                                                                 -----------   ----------     ----------
      Total ..................................................     4,997,762    6,434,268      7,135,666
                                                                 -----------   ----------     ----------
OPERATING INCOME .............................................     1,439,743    1,355,413        863,795
                                                                 -----------   ----------     ----------
OTHER INCOME (EXPENSE):
   Gain (loss) on Time Warner investment .....................      (499,704)     105,820         31,592
   Gain (loss) on indexed debt securities ....................       480,027      (96,473)       (20,232)
   Interest and other finance charges ........................      (711,812)    (741,087)      (777,300)
   Return on true-up balance .................................            --           --        226,324
   Other, net ................................................        45,955       (9,838)        19,842
                                                                 -----------   ----------     ----------
      Total ..................................................      (685,534)    (741,578)      (519,774)
                                                                 -----------   ----------     ----------
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND
   EXTRAORDINARY LOSS ........................................       754,209      613,835        344,021
Income Tax Expense ...........................................      (272,246)    (205,064)      (138,306)
                                                                 -----------   ----------     ----------
INCOME FROM CONTINUING OPERATIONS BEFORE EXTRAORDINARY LOSS ..       481,963      408,771        205,715
DISCONTINUED OPERATIONS:
   Income from RRI, net of tax ...............................        99,465           --             --
   Income (loss) from Other Operations, net of tax ...........           246       (2,674)            --
   Income (loss) from Texas Genco, net of tax ................      (113,136)     138,658        294,027
   Minority interest on income from RRI ......................       (17,308)          --             --
   Minority interest on income from Texas Genco ..............            --      (47,646)       (61,394)
   Loss on disposal of RRI ...................................    (4,371,464)          --             --
   Loss on disposal of Other Operations, net of tax ..........            --      (13,442)            --
   Loss on disposal of Texas Genco, net of tax ...............            --           --       (365,716)
                                                                 -----------   ----------     ----------
      Total ..................................................    (4,402,197)      74,896       (133,083)
                                                                 -----------   ----------     ----------
INCOME (LOSS) BEFORE EXTRAORDINARY LOSS ......................    (3,920,234)     483,667         72,632
Extraordinary Loss, net of tax ...............................            --           --       (977,336)
                                                                 -----------   ----------     ----------
NET INCOME (LOSS) ............................................   $(3,920,234)  $  483,667     $ (904,704)
                                                                 ===========   ==========     ==========
BASIC EARNINGS PER SHARE:
   Income from Continuing Operations .........................   $      1.62   $     1.35     $     0.67
   Discontinued Operations, net of tax .......................        (14.78)        0.24          (0.43)
   Extraordinary Loss, net of tax ............................            --           --          (3.18)
                                                                 -----------   ----------     ----------
   Net Income (Loss) .........................................   $    (13.16)  $     1.59     $    (2.94)
                                                                 ===========   ==========     ==========
DILUTED EARNINGS PER SHARE:
   Income from Continuing Operations .........................   $      1.61   $     1.24     $     0.61
   Discontinued Operations, net of tax .......................        (14.69)        0.22          (0.37)
   Extraordinary Loss, net of tax ............................            --           --          (2.72)
                                                                 -----------   ----------     ----------
   Net Income (Loss) .........................................   $    (13.08)  $     1.46     $    (2.48)
                                                                 ===========   ==========     ==========

See Notes to the Company's Consolidated Financial Statements

29

CENTERPOINT ENERGY, INC. AND SUBSIDIARIES

STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME

                                                                             YEAR ENDED DECEMBER 31,
                                                                       ----------------------------------
                                                                           2002        2003        2004
                                                                       -----------   --------   ---------
                                                                            (IN THOUSANDS OF DOLLARS)
Net income (loss) ..................................................   $(3,920,234)  $483,667   $(904,704)
                                                                       -----------   --------   ---------
Other comprehensive income (loss), net of tax:
   Minimum pension liability adjustment (net of tax of $223,060,
      $25,467 and $197,397) ........................................      (414,254)    47,296     366,594
   Net deferred gain (loss) from cash flow hedges (net of tax of
      $25,192, $15,405 and $30,740) ................................       (69,615)    21,973      59,104
   Reclassification of deferred loss (gain) from cash flow hedges
      realized in net income (net of tax of $13,539, $3,588 and
      $3,478) ......................................................        39,705      9,015      (7,140)
   Reclassification of deferred gain from de-designation of cash
      flow hedges to over/under recovery of gas cost (net of tax of
      $36,766) .....................................................            --         --     (68,280)
   Other comprehensive income (loss) from discontinued operations
      (net of tax of $86,787, $366 and $1,924) .....................       161,176        680      (3,573)
                                                                       -----------   --------   ---------
Other comprehensive income (loss) ..................................      (282,988)    78,964     346,705
                                                                       -----------   --------   ---------
Comprehensive income (loss) ........................................   $(4,203,222)  $562,631   $(557,999)
                                                                       ===========   ========   =========

See Notes to the Company's Consolidated Financial Statements

30

CENTERPOINT ENERGY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

                                                                            DECEMBER 31,
                                                                                2004
                                                            DECEMBER 31,   (AS RESTATED -
                                                                2003        SEE NOTE 17)
                                                            ------------   --------------
                                                                    (IN THOUSANDS)
                          ASSETS

CURRENT ASSETS:
   Cash and cash equivalents ............................    $    86,922     $   164,645
   Investment in Time Warner common stock ...............        389,302         420,882
   Accounts receivable, net .............................        566,260         674,355
   Accrued unbilled revenues ............................        395,351         576,252
   Inventory ............................................        243,235         253,686
   Non-trading derivative assets ........................         45,897          50,219
   Taxes receivable .....................................        228,746              --
   Current assets of discontinued operations ............        301,765         513,768
   Prepaid expense and other current assets .............         99,153         116,909
                                                             -----------     -----------
      Total current assets ..............................      2,356,631       2,770,716
                                                             -----------     -----------
PROPERTY, PLANT AND EQUIPMENT, NET ......................      8,084,924       8,186,393
                                                             -----------     -----------
OTHER ASSETS:
   Goodwill, net ........................................      1,740,510       1,740,510
   Other intangibles, net ...............................         59,111          58,068
   Regulatory assets ....................................      4,930,793       3,349,944
   Non-trading derivative assets ........................         11,273          17,682
   Non-current assets of discontinued operations ........      3,942,296       1,051,158
   Other ................................................        335,552         921,678
                                                             -----------     -----------
      Total other assets ................................     11,019,535       7,139,040
                                                             -----------     -----------
         TOTAL ASSETS ...................................    $21,461,090     $18,096,149
                                                             ===========     ===========
           LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
   Short-term borrowings ................................    $    63,135     $        --
   Current portion of long-term debt ....................        160,792       1,835,988
   Indexed debt securities derivative ...................        321,352         341,575
   Accounts payable .....................................        588,883         802,215
   Taxes accrued ........................................        154,916         609,025
   Interest accrued .....................................        164,521         151,365
   Non-trading derivative liabilities ...................          8,036          26,323
   Regulatory liabilities ...............................        186,239         225,158
   Accumulated deferred income taxes, net ...............        280,836         260,958
   Current liabilities of discontinued operations .......        332,125         448,974
   Other ................................................        276,392         419,811
                                                             -----------     -----------
      Total current liabilities .........................      2,537,227       5,121,392
                                                             -----------     -----------
OTHER LIABILITIES:
   Accumulated deferred income taxes, net ...............      2,231,066       2,415,143
   Unamortized investment tax credits ...................         61,197          53,690
   Non-trading derivative liabilities ...................          3,330           6,413
   Benefit obligations ..................................        818,061         440,110
   Regulatory liabilities ...............................      1,358,030       1,081,370
   Non-current liabilities of discontinued operations ...      1,277,760         420,393
   Other ................................................        457,255         259,120
                                                             -----------     -----------
      Total other liabilities ...........................      6,206,699       4,676,239
                                                             -----------     -----------
LONG-TERM DEBT ..........................................     10,777,934       7,193,016
                                                             -----------     -----------
COMMITMENTS AND CONTINGENCIES (NOTE 11)
MINORITY INTEREST IN DISCONTINUED OPERATIONS ............        178,673              --
                                                             -----------     -----------
SHAREHOLDERS' EQUITY ....................................      1,760,557       1,105,502
                                                             -----------     -----------
   TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ...........    $21,461,090     $18,096,149
                                                             ===========     ===========

See Notes to the Company's Consolidated Financial Statements

31

CENTERPOINT ENERGY, INC. AND SUBSIDIARIES

STATEMENTS OF CONSOLIDATED CASH FLOWS

                                                                                 YEAR ENDED DECEMBER 31,
                                                                         ---------------------------------------
                                                                               (AS RESTATED - SEE NOTE 17)
                                                                         ---------------------------------------
                                                                             2002          2003          2004
                                                                         -----------   -----------   -----------
                                                                                      (IN THOUSANDS)
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss) .................................................   $(3,920,234)  $   483,667   $  (904,704)
   Discontinued operations, net of tax ...............................     4,402,197       (74,896)      133,083
   Extraordinary loss, net of tax ....................................            --            --       977,336
                                                                         -----------   -----------   -----------
   Income from continuing operations and cumulative
      effect of accounting change ....................................       481,963       408,771       205,715
   Adjustments to reconcile income from continuing operations to
      net cash provided by operating activities:
      Depreciation and amortization ..................................       457,608       465,571       489,642
      Deferred income taxes ..........................................       346,777       508,749       264,914
      Amortization of deferred financing costs .......................       112,835       140,638        92,454
      Investment tax credit ..........................................        (5,225)       (7,431)       (7,507)
      Unrealized loss (gain) on Time Warner investment ...............       499,704      (105,820)      (31,592)
      Unrealized loss (gain) on indexed debt securities ..............      (480,027)       96,473        20,232
      Changes in other assets and liabilities:
         Accounts receivable and unbilled revenues, net ..............      (217,965)     (109,861)     (201,963)
         Inventory ...................................................        29,741       (47,587)      (10,451)
         Taxes receivable ............................................       (67,659)     (161,087)       34,888
         Accounts payable ............................................       134,442        77,319       218,312
         Fuel cost over (under) recovery/surcharge ...................       250,191        25,420        25,212
         Interest and taxes accrued ..................................        72,620        37,381        81,190
         Net regulatory assets and liabilities .......................    (1,062,130)     (772,604)     (519,830)
         Clawback payment from RRI ...................................            --            --       176,600
         Non-trading derivatives, net ................................      (144,478)        2,913       (40,464)
         Pension contribution ........................................            --       (22,700)     (476,000)
         Other current assets ........................................       (38,130)      (37,100)      (17,772)
         Other current liabilities ...................................       (63,813)      (23,638)      (26,562)
         Other assets ................................................       (87,721)       29,048        79,760
         Other liabilities ...........................................       200,053       106,869         4,157
      Other, net .....................................................        36,434        38,547        20,047
                                                                         -----------   -----------   -----------
         Net cash provided by operating activities of continuing
            operations ...............................................       455,220       649,871       380,982
         Net cash provided by (used in) operating activities of
            discontinued operations ..................................      (120,378)      244,538       354,846
                                                                         -----------   -----------   -----------
         Net cash provided by operating activities ...................       334,842       894,409       735,828
                                                                         -----------   -----------   -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures ..............................................      (823,792)     (658,845)     (603,756)
   Proceeds from sale of Texas Genco, including cash retained ........            --            --     2,947,000
   Purchase of minority interest of Texas Genco ......................            --            --      (326,000)
   Increase in restricted cash for purchase of minority interest of
      Texas Genco ....................................................            --            --      (390,000)
   Funds held for purchase of additional interest in South Texas
      Project ........................................................            --            --      (191,200)
   Proceeds from sale of Time Warner investment ......................        43,419            --            --
   Other, net ........................................................         8,864        (2,017)       29,478
                                                                         -----------   -----------   -----------
         Net cash provided by (used in) investing activities .........      (771,509)     (660,862)    1,465,522
                                                                         -----------   -----------   -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Increase (decrease) in short-term borrowings, net .................       668,386      (284,000)      (63,000)
   Long-term revolving credit facility, net ..........................            --    (2,400,500)   (1,205,500)
   Proceeds from long-term debt ......................................     1,320,723     3,796,529       229,050
   Payments of long-term debt ........................................      (696,218)   (1,210,548)     (943,045)
   Debt issuance costs ...............................................      (196,830)     (240,798)      (15,228)
   Payment of common stock dividends .................................      (324,682)     (122,206)     (122,881)
   Payment of common stock dividends by subsidiary ...................            --       (15,234)      (15,234)
   Proceeds from issuance of common stock, net .......................        12,994         9,349        12,211
   Redemption of indexed debt securities .............................       (45,085)           --            --
   Other, net ........................................................       (16,525)       17,079            --
                                                                         -----------   -----------   -----------
         Net cash provided by (used in) financing activities .........       722,763      (450,329)   (2,123,627)
                                                                         -----------   -----------   -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS .................       286,096      (216,782)       77,723
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR .......................        17,608       303,704        86,922
                                                                         -----------   -----------   -----------
CASH AND CASH EQUIVALENTS AT END OF YEAR .............................   $   303,704   $    86,922   $   164,645
                                                                         ===========   ===========   ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Cash Payments:
      Interest .......................................................   $   632,987   $   762,613   $   758,665
      Income taxes (refunds) .........................................       (27,977)     (197,915)     (123,603)

See Notes to the Company's Consolidated Financial Statements

32

CENTERPOINT ENERGY, INC. AND SUBSIDIARIES

STATEMENTS OF CONSOLIDATED SHAREHOLDERS' EQUITY

                                                                       2002                    2003                    2004
                                                              ---------------------   ---------------------   ---------------------
                                                               SHARES      AMOUNT      SHARES      AMOUNT      SHARES      AMOUNT
                                                              -------   -----------   -------   -----------   -------   -----------
                                                                               (IN THOUSANDS OF DOLLARS AND SHARES)
PREFERENCE STOCK, NONE OUTSTANDING ........................        --   $        --        --   $        --        --   $        --
CUMULATIVE PREFERRED STOCK, $0.01 PAR VALUE; AUTHORIZED
   20,000,000 SHARES, NONE OUTSTANDING ....................        --            --        --            --        --            --
COMMON STOCK, $0.01 PAR VALUE; AUTHORIZED 1,000,000,000
   SHARES
   Balance, beginning of year .............................   302,944         3,029   305,017         3,050   306,297         3,063
   Issuances related to benefit and investment plans ......     2,073            21     1,280            13     1,748            17
                                                              -------   -----------   -------   -----------   -------   -----------
   Balance, end of year ...................................   305,017         3,050   306,297         3,063   308,045         3,080
                                                              -------   -----------   -------   -----------   -------   -----------
ADDITIONAL PAID-IN-CAPITAL
   Balance, beginning of year .............................        --     3,894,272        --     3,046,043        --     2,868,416
   Issuances related to benefit and investment plans ......        --        11,866        --       (31,364)       --        22,919
   Loss on issuance of subsidiaries' stock ................        --       (12,835)       --            --        --            --
   Distribution of RRI ....................................        --      (847,200)       --            --        --            --
   Distribution of Texas Genco ............................        --            --        --      (146,263)       --            --
   Other ..................................................        --           (60)       --            --        --            --
                                                              -------   -----------   -------   -----------   -------   -----------
   Balance, end of year ...................................        --     3,046,043        --     2,868,416        --     2,891,335
                                                              -------   -----------   -------   -----------   -------   -----------
UNEARNED ESOP STOCK
   Balance, beginning of year .............................    (7,070)     (131,888)   (4,916)      (78,049)     (912)       (2,842)
   Issuances related to benefit plan ......................     2,154        53,839     4,004        75,207       912         2,842
                                                              -------   -----------   -------   -----------   -------   -----------
   Balance, end of year ...................................    (4,916)      (78,049)     (912)       (2,842)       --            --
                                                              -------   -----------   -------   -----------   -------   -----------
RETAINED EARNINGS (ACCUMULATED DEFICIT)
   Balance, beginning of year .............................               3,176,533              (1,062,083)               (700,033)
   Net income (loss) ......................................              (3,920,234)                483,667                (904,704)
   Common stock dividends -- $1.07 per share in 2002 and
      $0.40 per share in 2003 and 2004 ....................                (318,382)               (121,617)               (122,834)
                                                                        -----------             -----------             -----------
   Balance, end of year ...................................              (1,062,083)               (700,033)             (1,727,571)
                                                                        -----------             -----------             -----------
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
   Balance, end of year:
   Minimum pension liability adjustment ...................                (419,909)               (372,613)                 (6,019)
   Net deferred loss from cash flow hedges ................                 (66,422)                (35,434)                (51,750)
   Other comprehensive loss from discontinued operations ..                    (680)                     --                  (3,573)
                                                                        -----------             -----------             -----------
   Total accumulated other comprehensive loss,
      end of year .........................................                (487,011)               (408,047)                (61,342)
                                                                        -----------             -----------             -----------
      Total Shareholders' Equity ..........................             $ 1,421,950             $ 1,760,557             $ 1,105,502
                                                                        ===========             ===========             ===========

See Notes to the Company's Consolidated Financial Statements

33

CENTERPOINT ENERGY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) BACKGROUND AND BASIS OF PRESENTATION

(a) 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 1999 Texas Electric Choice Law (Texas electric restructuring law) described below. In December 2000, Reliant Energy transferred a significant portion of its unregulated businesses to Reliant Resources, Inc., now named Reliant Energy, Inc. (RRI), which, at the time, was a wholly owned subsidiary of Reliant Energy.

On September 30, 2002, following RRI's initial public offering of approximately 20% of its common stock in May 2001, CenterPoint Energy distributed all of the shares of RRI common stock owned by CenterPoint Energy to its common shareholders on a pro-rata basis (the RRI Distribution).

CenterPoint Energy is the successor to Reliant Energy for financial reporting purposes under the Securities Exchange Act of 1934. The Company's operating subsidiaries own and operate electric transmission and distribution facilities, natural gas distribution facilities, interstate pipelines and natural gas gathering, processing and treating facilities. CenterPoint Energy is a registered public utility holding company under the Public Utility Holding Company Act of 1935, as amended (1935 Act). The 1935 Act and related rules and regulations impose a number of restrictions on the activities of the Company and those of its subsidiaries. The 1935 Act, among other things, limits the ability of the Company and its regulated subsidiaries to issue debt and equity securities without prior authorization, restricts the source of dividend payments to current and retained earnings without prior authorization, regulates sales and acquisitions of certain assets and businesses and governs affiliated service, sales and construction contracts.

As of December 31, 2004, the Company's indirect wholly owned subsidiaries included:

- CenterPoint Energy Houston Electric, LLC (CenterPoint Houston), which engages in the electric transmission and distribution business in a 5,000-square mile area of the Texas Gulf Coast that includes Houston; and

- CenterPoint Energy Resources Corp. (CERC Corp., and, together with its subsidiaries, CERC), which owns gas distribution systems. The operations of its local distribution companies are conducted through three unincorporated divisions: Houston Gas, Minnesota Gas and Southern Gas Operations. In 2004, the naming conventions of CERC's three unincorporated divisions were changed in an effort to increase brand recognition. CenterPoint Energy Arkla and the portion of CenterPoint Energy Entex (Entex) located outside of the metropolitan Houston area were renamed Southern Gas Operations. The metropolitan Houston portion of Entex was renamed Houston Gas, and CenterPoint Energy Minnegasco was renamed Minnesota Gas. Through wholly owned subsidiaries, CERC owns two interstate natural gas pipelines and gas gathering systems, provides various ancillary services, and offers variable and fixed price physical natural gas supplies to commercial and industrial customers and natural gas distributors.

In July 2004, the Company announced its agreement to sell its majority owned subsidiary, Texas Genco Holdings, Inc. (Texas Genco), to Texas Genco LLC (formerly known as GC Power Acquisition LLC), an entity owned in equal parts by affiliates of The Blackstone Group, Hellman & Friedman LLC, Kohlberg Kravis Roberts & Co. L.P. and Texas Pacific Group. On December 15, 2004, Texas Genco completed the sale of its fossil generation assets (coal, lignite and gas-fired plants) to Texas Genco LLC for $2.813 billion in cash. Following the sale, Texas Genco distributed $2.231 billion in cash to the Company. Texas Genco's principal remaining asset is its ownership interest in a nuclear generating facility. The final step of the transaction, the merger of Texas Genco with a subsidiary of Texas Genco LLC in exchange for an additional cash payment to the Company of $700 million, is expected to close during the first half of 2005, following receipt of approval from the Nuclear Regulatory Commission (NRC).

(b) BASIS OF PRESENTATION

The consolidated financial statements have been prepared to reflect the effect of the RRI Distribution on the CenterPoint Energy financial statements. The consolidated financial statements present the RRI businesses (Wholesale Energy, European Energy, Retail

34

Energy and related corporate costs) as discontinued operations, in accordance with Statement of Financial Accounting Standards (SFAS) No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" (SFAS No. 144).

In 2003, the Company sold all of its remaining Latin America operations. The consolidated financial statements present these Latin America operations as discontinued operations in accordance with SFAS No. 144.

In November 2003, the Company sold its district cooling services business in the Houston central business district and related complementary energy services to district cooling customers and others. The consolidated financial statements present these operations as discontinued operations in accordance with SFAS No. 144.

The Company recorded an after-tax loss of $214 million in 2004 related to the sale of Texas Genco discussed in Note 3. In addition, as a result of this transaction, any future earnings of Texas Genco will be offset by an increase in the loss. The consolidated financial statements present these operations as discontinued operations in accordance with SFAS No. 144.

The Company's reportable business segments include the following: Electric Transmission & Distribution, Natural Gas Distribution, Pipelines and Gathering and Other Operations. The electric transmission and distribution function (CenterPoint Houston) is reported in the Electric Transmission & Distribution business segment. Natural Gas Distribution consists of intrastate natural gas sales to, and natural gas transportation and distribution for, residential, commercial, industrial and institutional customers and non-rate regulated retail gas marketing operations for commercial and industrial customers. Pipelines and Gathering includes the interstate natural gas pipeline operations and the natural gas gathering and pipeline services businesses. Other Operations consists primarily of other corporate operations which support all of the Company's business operations. The generation operations of CenterPoint Energy's former integrated electric utility (Texas Genco) were previously reported in the Electric Generation business segment, but have been reclassified as discontinued operations in these financial statements as discussed above.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A) RECLASSIFICATIONS AND USE OF ESTIMATES

In addition to the items discussed in Note 3, some amounts from the previous years have been reclassified to conform to the 2004 presentation of financial statements. These reclassifications do not affect net income.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

(B) PRINCIPLES OF CONSOLIDATION

The accounts of CenterPoint Energy and its wholly owned and majority owned subsidiaries are included in the consolidated financial statements. All significant intercompany transactions and balances are eliminated in consolidation. The Company uses the equity method of accounting for investments in entities in which the Company has an ownership interest between 20% and 50% and exercises significant influence. Other investments, excluding marketable securities, are carried at cost.

(C) REVENUES

The Company records revenue for electricity delivery and natural gas sales and services under the accrual method and these revenues are recognized upon delivery to customers. Electricity deliveries not billed by month-end are accrued based on daily supply volumes, applicable rates and analyses reflecting significant historical trends and experience. Natural gas sales not billed by month-end are accrued based upon estimated purchased gas volumes, estimated lost and unaccounted for gas and currently effective tariff rates. The Pipelines and Gathering business segment records revenues as transportation services are provided.

(D) LONG-LIVED ASSETS AND INTANGIBLES

The Company records property, plant and equipment at historical cost. The Company expenses repair and maintenance costs as incurred. Property, plant and equipment includes the following:

35

                                                                       DECEMBER 31,
                                                 ESTIMATED USEFUL   -----------------
                                                   LIVES (YEARS)      2003      2004
                                                 ----------------   -------   -------
                                                             (IN MILLIONS)
Electric transmission & distribution .........         5-75         $ 6,085   $ 6,245
Natural gas distribution .....................         5-50           2,316     2,494
Pipelines and gathering ......................         5-75           1,722     1,767
Other property ...............................         3-40             446       457
                                                                    -------   -------
   Total .....................................                       10,569    10,963
Accumulated depreciation and amortization ....                       (2,484)   (2,777)
                                                                    -------   -------
      Property, plant and equipment, net .....                      $ 8,085   $ 8,186
                                                                    =======   =======

The components of the Company's other intangible assets consist of the following:

                                        DECEMBER 31, 2003         DECEMBER 31, 2004
                                     -----------------------   -----------------------
                                     CARRYING    ACCUMULATED   CARRYING    ACCUMULATED
                                      AMOUNT    AMORTIZATION    AMOUNT    AMORTIZATION
                                     --------   ------------   --------   ------------
                                                       (IN MILLIONS)
Land Use Rights...................      $55         $(12)         $55         $(12)
Other.............................       20           (4)          21           (6)
                                        ---         ----          ---         ----
   Total..........................      $75         $(16)         $76         $(18)
                                        ===         ====          ===         ====

The Company recognizes specifically identifiable intangibles, including land use rights and permits, when specific rights and contracts are acquired. The Company has no intangible assets with indefinite lives recorded as of December 31, 2004 other than goodwill discussed below. The Company amortizes other acquired intangibles on a straight-line basis over the lesser of their contractual or estimated useful lives that range from 40 to 75 years for land rights and 4 to 25 years for other intangibles.

Amortization expense for other intangibles for 2002, 2003 and 2004 was $2 million in each year. Estimated amortization expense for the five succeeding fiscal years is as follows (in millions):

2005...................   $ 2
2006...................     2
2007...................     3
2008...................     3
2009...................     3
                          ---
   Total...............   $13
                          ===

Goodwill by reportable business segment is as follows (in millions):

                                                 DECEMBER 31,
                                                2003 AND 2004
                                                -------------
Natural Gas Distribution.....................       $1,085
Pipelines and Gathering......................          601
Other Operations.............................           55
                                                    ------
   Total.....................................       $1,741
                                                    ======

The Company reviews the carrying value of goodwill annually and at such times when events or changes in circumstances indicate that it may not be recoverable. The Company completed its annual evaluation of goodwill for impairment as of January 1, 2004 and no impairment was indicated.

The Company periodically evaluates long-lived assets, including property, plant and equipment, and specifically identifiable intangibles, when events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. The determination of whether an impairment has occurred is based on an estimate of undiscounted cash flows attributable to the assets, as compared to the carrying value of the assets.

As a result of the Company's decision to sell its interest in Texas Genco in July 2004, the Company recorded an after-tax loss of approximately $253 million in the third quarter of 2004. In the fourth quarter of 2004, the Company reduced the expected loss on the sale of its interest in Texas Genco by $39 million to $214 million. For further discussion, see Note 3.

36

(E) REGULATORY ASSETS AND LIABILITIES

The Company applies the accounting policies established in SFAS No. 71, "Accounting for the Effects of Certain Types of Regulation" (SFAS No. 71), to the accounts of the Electric Transmission & Distribution business segment and the utility operations of the Natural Gas Distribution business segment and to some of the accounts of the Pipelines and Gathering business segment.

The following is a list of regulatory assets/liabilities reflected on the Company's Consolidated Balance Sheets as of December 31, 2003 and 2004:

                                                                            DECEMBER 31,
                                                                          ---------------
                                                                           2003     2004
                                                                          ------   ------
                                                                           (IN MILLIONS)
Recoverable electric generation-related regulatory assets..............   $3,226   $1,946
Securitized regulatory asset...........................................      682      647
Unamortized loss on reacquired debt....................................       80       80
Estimated removal costs................................................     (647)    (677)
Other long-term regulatory assets/liabilities..........................       46       47
                                                                          ------   ------
   Total...............................................................   $3,387   $2,043
                                                                          ======   ======

If events were to occur that would make the recovery of these assets and liabilities no longer probable, the Company would be required to write-off or write-down these regulatory assets and liabilities. During 2004, the Company wrote-off net regulatory assets of $1.5 billion in response to the Texas Utility Commission's order on CenterPoint Houston's final true-up application. For further discussion of regulatory assets, see Note 4.

The Company's rate-regulated businesses recognize removal costs as a component of depreciation expense in accordance with regulatory treatment. As of December 31, 2003 and 2004, these removal costs of $647 million and $677 million, respectively, are classified as regulatory liabilities in the Consolidated Balance Sheets. The Company has also identified other asset retirement obligations that cannot be estimated because the assets associated with the retirement obligations have an indeterminate life.

(F) DEPRECIATION AND AMORTIZATION EXPENSE

Depreciation is computed using the straight-line method based on economic lives or a regulatory-mandated recovery period. Other amortization expense includes amortization of regulatory assets and other intangibles. See Notes 2(e) and 4(a) for additional discussion of these items.

The following table presents depreciation and other amortization expense for 2002, 2003 and 2004.

                                                              YEAR ENDED DECEMBER 31,
                                                              -----------------------
                                                                 2002   2003   2004
                                                                 ----   ----   ----
                                                                   (IN MILLIONS)
Depreciation expense.......................................      $387   $403   $415
Other amortization expense.................................        71     63     75
                                                                 ----   ----   ----
   Total depreciation and amortization expense.............      $458   $466   $490
                                                                 ====   ====   ====

(G) CAPITALIZATION OF INTEREST AND ALLOWANCE FOR FUNDS USED DURING
CONSTRUCTION

Allowance for funds used during construction (AFUDC) represents the approximate net composite interest cost of borrowed funds and a reasonable return on the equity funds used for construction. Although AFUDC increases both utility plant and earnings, it is realized in cash through depreciation provisions included in rates for subsidiaries that apply SFAS No. 71. Interest and AFUDC for subsidiaries that apply SFAS No. 71 are capitalized as a component of projects under construction and will be amortized over the assets' estimated useful lives. During 2002, 2003 and 2004, the Company capitalized interest and AFUDC of $5 million, $4 million and $4 million, respectively.

(H) INCOME TAXES

The Company files a consolidated federal income tax return and follows a policy of comprehensive interperiod income tax allocation. The Company uses the liability method of accounting for deferred income taxes and measures deferred income taxes for all

37

significant income tax temporary differences. Investment tax credits were deferred and are being amortized over the estimated lives of the related property. For additional information regarding income taxes, see Note 10.

(I) ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS

Accounts receivable are net of an allowance for doubtful accounts of $31 million and $30 million at December 31, 2003 and 2004, respectively. The provision for doubtful accounts in the Company's Statements of Consolidated Operations for 2002, 2003 and 2004 was $26 million, $24 million and $27 million, respectively.

In connection with CERC's November 2002 amendment and extension of its $150 million receivables facility, CERC Corp. formed a bankruptcy remote subsidiary for the sole purpose of buying receivables created by CERC and selling those receivables to an unrelated third-party. This transaction was accounted for as a sale of receivables under the provisions of SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities," (SFAS No. 140) and, as a result, the related receivables are excluded from the Consolidated Balance Sheets. The bankruptcy remote subsidiary purchases receivables with cash and subordinated notes. In July 2003, the subordinated notes owned by CERC were pledged to a gas supplier to secure obligations incurred in connection with the purchase of gas by CERC. Effective June 25, 2003, CERC reduced the purchase limit under the receivables facility from $150 million to $100 million. As of December 31, 2003, CERC had utilized $100 million of its receivables facility.

In the first quarter of 2004, CERC replaced the receivables facility with a $250 million committed one-year receivables facility. The bankruptcy remote subsidiary continues to buy CERC's receivables and sell them to an unrelated third-party, which transactions are accounted for as a sale of receivables under SFAS No. 140. As of December 31, 2004, CERC had utilized $181 million of its receivables facility.

The average outstanding balances on the receivables facilities were $16 million, $100 million and $190 million in 2002, 2003 and 2004, respectively. Sales of receivables were approximately $0.2 billion, $1.2 billion and $2.4 billion in 2002, 2003 and 2004, respectively.

(J) INVENTORY

Inventory consists principally of materials and supplies and natural gas. Inventories used in the retail natural gas distribution operations are primarily valued at the lower of average cost or market.

                                        DECEMBER 31,
                                       -------------
                                        2003   2004
                                       -----   ----
                                       (IN MILLIONS)
Materials and supplies..............    $ 83   $ 78
Natural gas.........................     160    176
                                        ----   ----
   Total inventory..................    $243   $254
                                        ====   ====

(K) INVESTMENT IN OTHER DEBT AND EQUITY SECURITIES

In accordance with SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities" (SFAS No. 115), the Company reports "available-for-sale" securities at estimated fair value within other long-term assets in the Company's Consolidated Balance Sheets and any unrealized gain or loss, net of tax, as a separate component of shareholders' equity and accumulated other comprehensive income. In accordance with SFAS No. 115, the Company reports "trading" securities at estimated fair value in the Company's Consolidated Balance Sheets, and any unrealized holding gains and losses are recorded as other income (expense) in the Company's Statements of Consolidated Operations.

As of December 31, 2003 and 2004, Texas Genco held debt and equity securities in its nuclear decommissioning trust, which is reported at its fair value of $189 million and $216 million, respectively, in the Company's Consolidated Balance Sheets in non-current assets of discontinued operations. Any unrealized losses or gains are accounted for as a non-current asset/liability of discontinued operations as Texas Genco will not benefit from any gains, and losses will be recovered through the rate-making process.

As of December 31, 2003 and 2004, the Company held an investment in Time Warner Inc. common stock, which was classified as a "trading" security. For information regarding this investment, see Note 6.

38

(L) ENVIRONMENTAL COSTS

The Company expenses or capitalizes environmental expenditures, as appropriate, depending on their future economic benefit. The Company expenses amounts that relate to an existing condition caused by past operations, and that do not have future economic benefit. The Company records undiscounted liabilities related to these future costs when environmental assessments and/or remediation activities are probable and the costs can be reasonably estimated.

(M) STATEMENTS OF CONSOLIDATED CASH FLOWS

For purposes of reporting cash flows, the Company considers cash equivalents to be short-term, highly liquid investments with maturities of three months or less from the date of purchase. In connection with the issuance of transition bonds in October 2001, the Company was required to establish restricted cash accounts to collateralize the bonds that were issued in this financing transaction. These restricted cash accounts are not available for withdrawal until the maturity of the bonds. Cash and Cash Equivalents does not include restricted cash. For additional information regarding the securitization financing, see Note 4(a).

(N) NEW ACCOUNTING PRONOUNCEMENTS

In January 2003, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. (FIN) 46 "Consolidation of Variable Interest Entities, an Interpretation of Accounting Research No. 51" (FIN 46). FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. On December 24, 2003, the FASB issued a revision to FIN 46 (FIN 46-R). For special-purpose entities (SPE's) created before February 1, 2003, the Company applied the provisions of FIN 46 or FIN 46-R as of December 31, 2003. FIN 46-R is effective for all other entities for financial periods ending after March 15, 2004. The Company has subsidiary trusts that have Mandatorily Redeemable Preferred Securities outstanding. The trusts were determined to be variable interest entities under FIN 46-R and the Company also determined that it is not the primary beneficiary of the trusts. As of December 31, 2003, the Company deconsolidated the trusts and instead reports its junior subordinated debentures due to the trusts as long-term debt. The Company also evaluated two purchase power contracts with qualifying facilities as defined in the Public Utility Regulatory Policies Act of 1978 related to its former Electric Generation business segment. The Company concluded it was not required to consolidate the entities that own the qualifying facilities.

On May 19, 2004, the FASB issued a FASB Staff Position (FSP) addressing the appropriate accounting and disclosure requirements for companies that sponsor a postretirement health care plan that provides prescription drug benefits. The new guidance from the FASB was deemed necessary as a result of the 2003 Medicare prescription law, which includes a federal subsidy for qualifying companies. FSP 106-2, "Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003" (FSP 106-2), requires that the effects of the federal subsidy be considered an actuarial gain and treated like similar gains and losses and requires certain disclosures for employers that sponsor postretirement health care plans that provide prescription drug benefits. The FASB's related existing guidance, FSP 106-1, "Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003," was superseded upon the effective date of FSP 106-2. The Company adopted FSP 106-2 prospectively in July 2004 with no material effect on its results of operations, financial condition or cash flows.

In its October 13, 2004 meeting, the FASB ratified the consensus reached by the Emerging Issues Task Force (EITF) at its September 29-30, 2004 meeting on EITF Issue No. 04-8, "Accounting Issues Related to Certain Features of Contingently Convertible Debt and the Effect on Diluted Earnings Per Share" (EITF 04-8), that requires certain contingently convertible debt instruments with a market price trigger to be treated the same as traditional convertible debt instruments for earnings per share (EPS) purposes. The contingently convertible debt instruments are taken into consideration in the calculation of diluted EPS using the "if-converted" method. The Company issued contingently convertible debt instruments in 2003. The Company's $575 million contingently convertible notes are included in the calculation of diluted earnings per share pursuant to EITF 04-8. The Company's $255 million contingently convertible notes are not included in the calculation of diluted earnings per share because the terms of this debt instrument were modified prior to December 31, 2004 to provide for only cash settlement of the principal amount upon conversion as required by EITF 04-8. The Company adopted EITF 04-8 effective December 31, 2004. The impact on the Company's diluted EPS from continuing operations for the years ended December 31, 2003 and 2004 was a decrease of $0.10 per share and $0.05 per share, respectively.

39

On October 22, 2004, the American Jobs Creation Act (AJCA) was signed into law. The AJCA makes several sweeping changes to U.S. taxpayers engaged in cross-border or manufacturing businesses, and some of the provisions of the AJCA have retroactive effective dates. The Company presently estimates that the reduction in federal income tax related to relief for manufacturers of domestic goods will inure to Texas Genco, which is reported as discontinued operations as of December 31, 2004. Accordingly, this effect would be reflected on Texas Genco's future financial statements when it will not be a part of the Company. On December 21, 2004, the FASB issued FSP 109-1, "Application of FASB Statement No. 109, Accounting for Income Taxes, to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004," that provides accounting guidance on how companies should account for the effects of the AJCA. In this FSP, the FASB concludes that the tax relief (special tax deduction for domestic manufacturing) from this legislation should be accounted for as a "special deduction" instead of a tax rate reduction. The guidance in this FSP had no material effect on the Company's financial position as of December 31, 2004.

In December 2004, the FASB issued SFAS No. 123 (Revised 2004), "Share-Based Payment" (SFAS No. 123). SFAS No. 123 requires that the compensation costs relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued at the grant date. The Company will be required to adopt SFAS No. 123 in the third quarter of 2005 using the modified prospective method as defined in the statement. The Company does not anticipate that the adoption of SFAS No. 123 will have a material impact on its results of operations, financial condition or cash flows.

(O) STOCK-BASED INCENTIVE COMPENSATION

In accordance with SFAS No. 123, "Accounting for Stock-Based Compensation" (SFAS No. 123), and SFAS No. 148, "Accounting for Stock-Based Compensation Transition and Disclosure -- an Amendment of SFAS No. 123," the Company applies the guidance contained in APB Opinion No. 25 and discloses the required pro-forma effect on net income of the fair value based method of accounting for stock compensation. The weighted average fair values at date of grant for CenterPoint Energy options granted during 2002, 2003 and 2004 were $1.40, $1.66 and $1.86, respectively. The fair values were estimated using the Black-Scholes option valuation model with the following assumptions:

                                       2002     2003     2004
                                      ------   ------   ------
Expected life in years ............        5        5        5
Interest rate .....................     2.83%    2.62%    3.02%
Volatility ........................    48.95%   52.60%   27.23%
Expected common stock dividend ....   $ 0.64   $ 0.40   $ 0.40

Pro-forma information for 2002, 2003 and 2004 is provided to take into account the amortization of stock-based compensation to expense on a straight-line basis over the vesting period. Had compensation costs been determined as prescribed by SFAS No. 123, the Company's net income and earnings per share would have been as follows:

                                                                          2002     2003    2004
                                                                        -------   -----   ------
                                                                 (IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
Net income (loss) as reported ................................          $(3,920)  $ 484   $ (905)
Add: Total stock-based employee compensation expense as
   recorded, net of related tax effects ......................                1       6        5
Less: Total stock-based employee compensation expense
   determined under fair value based method for all awards,
   net of related tax effects ................................              (10)    (16)      (9)
                                                                        -------   -----   ------
Pro-forma net income (loss) ..................................          $(3,929)  $ 474   $ (909)
                                                                        =======   =====   ======
Basic Earnings (Loss) Per Share:
   As reported ...............................................          $(13.16)  $1.59   $(2.94)
   Pro-forma .................................................          $(13.19)  $1.58   $(2.95)
Diluted Earnings (Loss) Per Share:
   As reported ...............................................          $(13.08)  $1.46   $(2.48)
   Pro-forma .................................................          $(13.11)  $1.45   $(2.49)

See Note 9 for further discussion of stock-based incentive compensation.

(P) PENSION AND OTHER POSTEMPLOYMENT BENEFIT PLANS

The Company sponsors pension and other retirement plans in various forms covering all employees who meet eligibility requirements. The Company uses several statistical and other factors which attempt to anticipate future events in calculating the

40

expense and liability related to its plans. These factors include assumptions about the discount rate, expected return on plan assets and rate of future compensation increases as estimated by management, within certain guidelines. In addition, the Company's actuarial consultants use subjective factors such as withdrawal and mortality rates to estimate these factors. The actuarial assumptions used may differ materially from actual results due to changing market and economic conditions, higher or lower withdrawal rates or longer or shorter life spans of participants. These differences may result in a significant impact to the amount of pension expense recorded. For further discussion, see Note 9.

(3) DISCONTINUED OPERATIONS AND QUASI-REORGANIZATION

RRI. On September 30, 2002, CenterPoint Energy distributed to its shareholders its 83% ownership interest in RRI by means of a tax-free spin-off in the form of a dividend. Holders of CenterPoint Energy common stock on the record date received 0.788603 shares of RRI common stock for each share of CenterPoint Energy stock that they owned on the record date. The RRI Distribution was recorded in the third quarter of 2002.

As a result of the RRI Distribution, CenterPoint Energy recorded a non-cash loss on disposal of discontinued operations of $4.4 billion in 2002. This loss represents the excess of the carrying value of CenterPoint Energy's net investment in RRI over the market value of RRI's common stock at the time of the RRI Distribution. The consolidated financial statements reflect the reclassifications necessary to present RRI as discontinued operations for all periods presented in accordance with SFAS No. 144.

RRI's revenues included in discontinued operations for the nine months ended September 30, 2002 were $9.5 billion as reported in RRI's Annual Report on Form 10-K/A, Amendment No. 1, filed with the Securities and Exchange Commission (SEC) on May 1, 2003. These amounts have been restated to reflect RRI's adoption of EITF Issue No. 02-3, "Issues Related to Accounting for Contracts Involved in Energy Trading and Risk Management Activities." Income from these discontinued operations for the nine months ended September 30, 2002 is reported net of income tax expense of $284 million.

Latin America. In February 2003, the Company sold its interest in Argener, a cogeneration facility in Argentina, for $23 million. The carrying value of this investment was approximately $11 million as of December 31, 2002. The Company recorded an after-tax gain of $7 million from the sale of Argener in the first quarter of 2003. In April 2003, the Company sold its final remaining investment in Argentina, a 90 percent interest in Empresa Distribuidora de Electricidad de Santiago del Estero S.A. The Company recorded an after-tax loss of $3 million in the second quarter of 2003 related to its Latin America operations. The consolidated financial statements reflect the reclassifications necessary to present these operations as discontinued operations for all periods presented in accordance with SFAS No. 144.

Revenues related to the Company's Latin America operations included in discontinued operations for the years ended December 31, 2002 and 2003 were $15 million and $2 million, respectively. Income from these discontinued operations for each of the years ended December 31, 2002 and 2003 is reported net of income tax expense of $2 million.

CenterPoint Energy Management Services, Inc. As discussed in Note 1, in November 2003, the Company completed the sale of a component of its Other Operations business segment, CenterPoint Energy Management Services, Inc. (CEMS), that provides district cooling services in the Houston central business district and related complementary energy services to district cooling customers and others. The Company recorded an after-tax loss of $1 million from the sale of CEMS in the fourth quarter of 2003. The Company recorded an after-tax loss in discontinued operations of $16 million ($25 million pre-tax) during the second quarter of 2003 to record the impairment of the long-lived asset based on the impending sale and to record one-time employee termination benefits. The consolidated financial statements reflect the reclassifications necessary to present these CEMS operations as discontinued operations for all periods presented in accordance with SFAS No. 144.

Revenues related to CEMS included in discontinued operations for the years ended December 31, 2002 and 2003 were $9 million and $10 million, respectively. Income from these discontinued operations for the years ended December 31, 2002 and 2003 is reported net of income tax benefit of $1 million and $2 million, respectively.

Texas Genco. As discussed in Note 1, in July 2004, the Company announced its agreement to sell Texas Genco to Texas Genco LLC. On December 15, 2004, Texas Genco completed the sale of its fossil generation assets (coal, lignite and gas-fired plants) to Texas Genco LLC for $2.813 billion in cash. Texas Genco's principal remaining asset is its ownership interest in the South Texas Project Electric Generating Station, a nuclear generating facility (South Texas Project). The final step of the transaction, the merger of Texas Genco with a subsidiary of Texas Genco LLC in exchange for an additional cash payment to the Company of $700 million, is expected to close during the first half of 2005, following receipt of approval from the NRC. The Company recorded an after-tax loss

41

of $214 million in 2004 related to the sale of Texas Genco. In addition, as a result of this transaction, any future earnings of Texas Genco will be offset by an increase in the loss. The consolidated financial statements present these operations as discontinued operations for all periods presented in accordance with SFAS No. 144.

The following table summarizes the components of the income (loss) from discontinued operations of Texas Genco for each of the years ended December 2002, 2003 and 2004:

                                                                 YEAR ENDED DECEMBER 31,
                                                                 -----------------------
                                                                   2002    2003    2004
                                                                  -----   -----   -----
                                                                      (IN MILLIONS)
Texas Genco net income (loss) as reported ....................    $ (93)  $ 250   $ (99)
Texas Genco loss on sale of fossil assets, net of tax(1) .....       --      --     426
                                                                  -----   -----   -----
Texas Genco net income (loss) as adjusted for loss on sale of
   fossil assets .............................................      (93)    250     327
General corporate overhead reclassification, net of tax(2) ...       18      18      13
Interest expense reclassification, net of tax(3) .............      (38)   (129)    (46)
                                                                  -----   -----   -----
Income (loss) from discontinued operations of Texas Genco, net
   of tax ....................................................     (113)    139     294
Minority interest in discontinued operations of Texas Genco ..       --     (48)    (61)
                                                                  -----   -----   -----
Income (loss) from discontinued operations of Texas Genco, net
   of tax and minority interest ..............................     (113)     91     233
                                                                  -----   -----   -----
Loss on sale of Texas Genco, net of tax ......................       --      --    (214)
Loss offsetting Texas Genco's 2004 earnings, net of tax ......       --      --    (152)
                                                                  -----   -----   -----
Loss on disposal of Texas Genco, net of tax ..................       --      --    (366)
                                                                  -----   -----   -----
   Total Discontinued Operations of Texas Genco ..............    $(113)  $  91   $(133)
                                                                  =====   =====   =====


(1) In 2004, Texas Genco recorded an after-tax loss of $426 million related to the sale of its coal, lignite and gas-fired generation plants which occurred in the first step of the transaction pursuant to which Texas Genco is being sold. This loss was reversed by CenterPoint Energy to reflect its estimated loss on the sale of Texas Genco.

(2) General corporate overhead previously allocated to Texas Genco from CenterPoint Energy, which will not be eliminated by the sale of Texas Genco, was excluded from income from discontinued operations and is reflected as general corporate overhead of CenterPoint Energy in income from continuing operations in accordance with SFAS No. 144.

(3) Interest expense was reclassified to discontinued operations of Texas Genco related to the applicable amounts of CenterPoint Energy's term loan and revolving credit facility debt that would have been assumed to be paid off with any proceeds from the sale of Texas Genco during those respective periods in accordance with SFAS No. 144.

Revenues related to Texas Genco included in discontinued operations for the years ended December 31, 2002, 2003 and 2004 were $1.5 billion, $2.0 billion and $2.1 billion, respectively. Income from these discontinued operations for the years ended December 31, 2002, 2003 and 2004 is reported net of income tax (expense) benefit of $63 million, $(71) million and $(166) million, respectively.

42

Summarized balance sheet information as of December 31, 2003 and 2004 related to discontinued operations of Texas Genco is as follows:

                                                       DECEMBER 31,   DECEMBER 31,
                                                           2003           2004
                                                       ------------   ------------
                                                              (IN MILLIONS)
CURRENT ASSETS:
   Cash and cash equivalents .......................      $   45         $   43
   Restricted cash .................................          --            390
   Accounts receivable, principally trade ..........          82             28
   Other current assets ............................         175             53
                                                          ------         ------
      Total current assets .........................         302            514
                                                          ------         ------
NON-CURRENT ASSETS:
   Funds held for purchase of additional interest
      in South Texas Project .......................          --            191
   Other non-current assets ........................       3,942            860
                                                          ------         ------
      Total non-current assets .....................       3,942          1,051
                                                          ------         ------
      TOTAL ASSETS .................................       4,244          1,565
                                                          ------         ------
CURRENT LIABILITIES:
   Accounts payable, principally trade .............         109             17
   Payable to minority shareholders ................          --            390
   Other current liabilities .......................         223             42
                                                          ------         ------
      Total current liabilities ....................         332            449
                                                          ------         ------
OTHER LONG-TERM LIABILITIES(1) .....................       1,278            420
                                                          ------         ------
      TOTAL LIABILITIES ............................       1,610            869
MINORITY INTEREST ..................................         179             --
                                                          ------         ------
NET ASSETS OF DISCONTINUED OPERATIONS ..............      $2,455         $  696
                                                          ======         ======


(1) Deferred taxes of $758 million recorded as of December 31, 2003 were reversed upon the completion of the first step of the sale of Texas Genco. Taxes payable resulting from the sale will be paid by the Company, and are included in current liabilities as of December 31, 2004.

On December 15, 2004, Texas Genco completed the sale of its fossil generation assets (coal, lignite and gas-fired plants) to Texas Genco LLC for $2.813 billion in cash. Texas Genco used approximately $716 million of the cash proceeds from the sale to repay an overnight bridge loan that Texas Genco had entered into in order to finance the repurchase of Texas Genco's common stock held by minority shareholders prior to the first step of the Texas Genco sale. Texas Genco distributed the balance of the cash proceeds from the sale ($2.097 billion) and cash on hand ($134 million), for a total of $2.231 billion, to the Company. Included in current assets of discontinued operations is $390 million of restricted cash designated to buy back the remaining shares of Texas Genco's common stock which have not yet been tendered by Texas Genco's former minority shareholders.

Texas Genco owns a 30.8% interest in the South Texas Project, which consists of two 1,250 MW nuclear generating units and bears a corresponding 30.8% share of capital and operating costs associated with the project. The South Texas Project is owned as a tenancy in common among Texas Genco and three other co-owners, with each owner retaining its undivided ownership interest in the two generating units and the electrical output from those units. Texas Genco is severally liable, but not jointly liable, for the expenses and liabilities of the South Texas Project. Texas Genco and the three other co-owners organized the STP Nuclear Operating Company (STPNOC) to operate and maintain the South Texas Project. STPNOC is managed by a board of directors comprised of one director appointed by each of the four co-owners, along with the chief executive officer of STPNOC. Texas Genco's share of direct expenses of the South Texas Project is included in discontinued operations in the Statements of Consolidated Operations. As of December 31, 2003 and 2004, Texas Genco's total utility plant for the South Texas Project was $431 million and $436 million, respectively (net of $2.2 billion and $2.3 billion accumulated depreciation, respectively, which includes an impairment loss recorded in 1999 of $745 million). As of December 31, 2003 and 2004, Texas Genco's investment in nuclear fuel was $40 million (net of $316 million amortization) and $34 million (net of $334 million amortization), respectively. These assets are included in non-current assets of discontinued operations in the Consolidated Balance Sheets.

In September 2004, a subsidiary of Texas Genco, Texas Genco, LP (Genco LP), signed an agreement to purchase a portion of AEP Texas Central Company's (AEP) 25.2% interest in the South Texas Project for approximately $174 million. Once the purchase is complete, Genco LP will own an additional 13.2% interest in the South Texas Project for a total of 44%, or approximately 1,100 MW. This purchase agreement was entered into pursuant to Genco LP's right of first refusal to purchase this interest when AEP announced its agreement to sell this interest to a third-party. In addition to AEP's ownership interest and Genco LP's current 30.8% ownership, the 2,500 MW nuclear plant is currently 28%-owned by City Public Service of San Antonio (CPS) and 16%-owned by Austin Energy.

43

CPS is expected to purchase AEP's remaining 12% ownership interest under its right of first refusal. The sale is subject to approval by the NRC. Texas Genco expects to fund the purchase of its share of AEP's interest, including reimbursements of draws under letters of credit, with existing cash balances that have been provided to cash collateralize the letters of credit as described below and, if necessary, cash expected to be generated through operations. If CPS were to fail to purchase the 12% interest it has agreed to acquire, Texas Genco would purchase AEP's entire 25.2% interest in the South Texas Project, in which case Texas Genco would need approximately $158 million of additional cash. The Company expects this transaction will be completed by the end of the second quarter of 2005.

In December 2004, prior to the consummation of the sale of Texas Genco's coal, lignite and gas-fired generation assets to Texas Genco LLC, the $250 million revolving credit facility of Genco LP was terminated and the then outstanding letters of credit aggregating $182 million issued under the facility in favor of AEP relating to the right of first refusal were cash collateralized at 105% of their face amount. In February 2005, Genco LP also established a $75 million term loan facility under which borrowings may be made for working capital purposes at LIBOR plus 50 basis points. Two drawings aggregating $75 million may be made under the facility which matures on the earlier of August 2005 or the closing of the final step of the Texas Genco sale. An initial draw of $59 million was made in February 2005. This facility is secured by a lien on Texas Genco's equity and partnership interests in its subsidiaries and cash collateral accounts described above.

Quasi-Reorganization. On December 30, 2004, the Board of Directors of the Company adopted a plan for an accounting reorganization of the Company, to be effective as of January 1, 2005. At the same time, the Manager of CenterPoint Houston adopted a similar plan for CenterPoint Houston. These plans were adopted in order to eliminate the accumulated deficit that exists at both companies.

The plan adopted by the Company required: (1) a report to be presented to and reviewed by the Company's Board of Directors on or before February 28, 2005 as to the completion of the valuation analysis of the accounting reorganization and the effects of the accounting reorganization on the Company's financial statements, (2) a determination that the accounting reorganization is in accordance with accounting principles generally accepted in the United States, and (3) that there be no determination by the Company's Board of Directors on or before February 28, 2005 that the accounting reorganization is inconsistent with the Company's regulatory obligations. The Company is continuing to work to complete the valuation analysis and the effects on the Company's financial statements of the accounting reorganization, and on February 23, 2005, the Company's Board of Directors extended until May 10, 2005 the time for making the determination described in (3) of the preceding sentence.

An accounting reorganization, sometimes called a "quasi-reorganization," allows a company to extinguish an accumulated deficit. It involves restating a company's assets and its liabilities to their fair values. The accumulated deficit is then brought to zero through a reduction in the other capital accounts, giving the company a "fresh start" with a zero balance in retained earnings. As of December 31, 2004, the Company had an accumulated deficit of approximately $1.7 billion. That deficit stemmed from the accounting effects of
(1) the Company's distribution of its ownership interest in RRI to its shareholders in September 2002, (2) the extraordinary loss recorded in connection with the Texas Utility Commission's order related to the 2004 True-Up Proceeding (defined below) and (3) the loss on discontinued operations that was recorded in connection with the Company's sale of Texas Genco. In addition to eliminating the accumulated deficit and restating assets and liabilities to fair value, if a quasi-reorganization were implemented, the Company and CenterPoint Houston would be required to implement any accounting standards that have been issued but not yet adopted.

The Company and CenterPoint Houston are seeking to eliminate the accumulated deficit balance because restrictions contained in the 1935 Act require registered public utility holding companies and their subsidiaries, like the Company and CenterPoint Houston, to obtain express authorization from the SEC to pay dividends when current or retained earnings are insufficient to do so. Eliminating the accumulated deficit will permit current earnings not utilized to pay dividends to more quickly build up a retained earnings balance. Under 1935 Act regulations, the Company could pay dividends out of this balance during periods when current earnings may not be adequate to do so.

In addition, the Company has undertaken an obligation under the 1935 Act to achieve a minimum ratio of common equity to total capitalization of thirty percent, which, depending on the results of the restatement of assets and liabilities under the accounting reorganization, could be affected by, and will be taken into consideration by the Board of Directors in evaluating the effects of, the accounting reorganization. The Company will seek such authority as may be required under the 1935 Act in connection with the quasi-reorganization.

44

(4) REGULATORY MATTERS

(A) 2004 TRUE-UP PROCEEDING

In March 2004, CenterPoint Houston filed the final true-up application required by the Texas electric restructuring law with the Public Utility Commission of Texas (Texas Utility Commission) (2004 True-Up Proceeding). CenterPoint Houston's requested true-up balance was $3.7 billion, excluding interest and net of the retail clawback from RRI described below. In June, July and September 2004, the Texas Utility Commission conducted hearings on, and held public meetings addressing, CenterPoint Houston's true-up application. In December 2004, the Texas Utility Commission approved a final order in CenterPoint Houston's true-up proceeding (2004 Final Order) authorizing CenterPoint Houston to recover $2.3 billion including interest through August 31, 2004, subject to adjustments to reflect the benefit of certain deferred taxes and the accrual of interest and payment of excess mitigation credits after August 31, 2004. As a result of the 2004 Final Order, the Company wrote-off net regulatory assets of $1.5 billion and recorded a related income tax benefit of $526 million, resulting in an after-tax charge of $977 million, which is reflected as an extraordinary loss in the Company's Statements of Consolidated Operations. The Company recorded an expected loss of $894 million in the third quarter of 2004 and increased this amount by $83 million in the fourth quarter of 2004 based on the Company's assessment of the amounts ultimately recoverable. In January 2005, CenterPoint Houston appealed certain aspects of the final order seeking to increase the true-up balance ultimately recovered by CenterPoint Houston. Other parties have also appealed the order, seeking to reduce the amount authorized for CenterPoint Houston's recovery. Although CenterPoint Houston believes it has meritorious arguments and that the other parties' appeals are without merit, no prediction can be made as to the ultimate outcome or timing of such appeals.

The Company has recorded as a regulatory asset a return of $374 million on the true-up balance for the period from January 1, 2002 through December 31, 2004 as allowed by the Texas Utility Commission's 2004 Final Order. The Company, under the 2004 Final Order, will continue to accrue a return until the true-up balance is recovered by the Company, either from rate payers or through a securitization offering as discussed below. The rate of return is based on CenterPoint Houston's cost of capital, established in the Texas Utility Commission's final order issued in October 2001 (2001 Final Order), which is derived from CenterPoint Houston's cost to finance assets and an allowance for earnings on shareholders' investment. Accordingly, in accordance with SFAS No. 92, "Regulated Enterprises -- Accounting for Phase-in Plans." the rate of return has been bifurcated into components representing a return of costs to finance assets and an allowance for earnings on shareholders' investment. The component representing a return of costs to finance assets of $226 million has been recognized in the fourth quarter of 2004 and is included in other income in the Company's Statements of Consolidated Operations. The component representing a return of costs to finance assets will continue to be recognized as earned going forward. The component representing an allowance for earnings on shareholders' investment of $148 million has been deferred and will be recognized as it is collected through rates in the future.

In November 2004, RRI paid $177 million to the Company, representing the "retail clawback" determined by the Texas Utility Commission in the 2004 True-Up Proceeding. The Texas electric restructuring law requires the Texas Utility Commission to determine the retail clawback if the formerly integrated utility's affiliated retail electric provider retained more than 40 percent of its residential price-to-beat customers within the utility's service area as of January 1, 2004 (offset by new customers added outside the service territory). That retail clawback is a credit against the stranded costs the utility is entitled to recover and was reflected in the $2.3 billion recovery authorized. Under the terms of a master separation agreement between RRI and the Company, RRI agreed to pay the Company the amount of the retail clawback determined by the Texas Utility Commission. The payment was used by the Company to reduce outstanding indebtedness.

The Texas electric restructuring law provides for the use of special purpose entities to issue transition bonds for the economic value of generation-related regulatory assets and stranded costs. These transition bonds will be amortized over a period not to exceed 15 years through non-bypassable transition charges. In October 2001, a special purpose subsidiary of CenterPoint Houston issued $749 million of transition bonds to securitize certain generation-related regulatory assets. These transition bonds have a final maturity date of September 15, 2015 and are non-recourse to the Company and its subsidiaries other than to the special purpose issuer. Payments on the transition bonds are made solely out of funds from non-bypassable transition charges.

In December 2004, CenterPoint Houston filed for approval of a financing order to issue transition bonds to securitize its true-up balance. On March 9, 2005, the Texas Utility Commission issued a financing order allowing CenterPoint Houston to securitize approximately $1.8 billion and requiring that the benefit of certain deferred taxes be reflected as a reduction in the competition transition charge. The Company anticipates that a new special purpose subsidiary of CenterPoint Houston will issue bonds in one or more series through an underwritten offering. Depending on market conditions and the impact of possible appeals of the financing order, among other factors, the Company anticipates completing such an offering in 2005.

45

In January 2005, CenterPoint Houston filed an application for a competition transition charge to recover its true-up balance. CenterPoint Houston will adjust the amount sought through that charge to the extent that it is able to securitize any of such amount. Under the Texas Utility Commission's rules, the unrecovered true-up balance to be recovered through the competition transition charge earns a return until fully recovered.

In the 2001 Final Order, the Texas Utility Commission established the transmission and distribution rates that became effective in January 2002. Based on its 2001 revision of the 1998 stranded cost estimates, the Texas Utility Commission determined that CenterPoint Houston had over-mitigated its stranded costs by redirecting transmission and distribution depreciation and by accelerating depreciation of generation assets as provided under its 1998 transition plan and the Texas electric restructuring law. In the 2001 Final Order, CenterPoint Houston was required to reverse the amount of redirected depreciation and accelerated depreciation taken for regulatory purposes as allowed under the 1998 transition plan and the Texas electric restructuring law. In accordance with the 2001 Final Order, CenterPoint Houston recorded a regulatory liability to reflect the prospective refund of the accelerated depreciation, and in January 2002 CenterPoint Houston began paying excess mitigation credits, which were to be paid over a seven-year period with interest at 7 1/2% per annum. The annual payment of excess mitigation credits is approximately $264 million. In its December 2004 final order in the 2004 True-Up Proceeding, the Texas Utility Commission found that CenterPoint Houston did, in fact, have stranded costs (as originally estimated in 1998). Despite this ruling, the Texas Utility Commission denied CenterPoint Houston recovery of approximately $180 million of the interest portion of the excess mitigation credits already paid by CenterPoint Houston and refused to terminate future excess mitigation credits. In January 2005, CenterPoint Houston filed a writ of mandamus petition with the Texas Supreme Court asking that court to order the Texas Utility Commission to terminate immediately the payment of all excess mitigation credits and to ensure full recovery of all excess mitigation credits. Although CenterPoint Houston believes it has meritorious arguments, a writ of mandamus is an extraordinary remedy and no prediction can be made as to the ultimate outcome or timing of the mandamus petition. If the Supreme Court denies CenterPoint Houston's mandamus petition, it will continue to pursue this issue through regular appellate mechanisms. On March 1, 2005, a non-unanimous settlement was filed in Docket No. 30774, which involves the adjustment of RRI's Price-to-Beat. Under the terms of that settlement, the excess mitigation credits being paid by CenterPoint Houston would be terminated as of April 29, 2005. The Texas Utility Commission approved the settlement on March 9, 2005.

(B) FINAL FUEL RECONCILIATION

On March 4, 2004, an Administrative Law Judge (ALJ) issued a Proposal for Decision (PFD) relating to CenterPoint Houston's final fuel reconciliation. CenterPoint Houston reserved $117 million, including $30 million of interest, in the fourth quarter of 2003 reflecting the ALJ's recommendation. On April 15, 2004, the Texas Utility Commission affirmed the PFD's finding in part, reversed in part, and remanded one issue back to the ALJ. On May 28, 2004, the Texas Utility Commission approved a settlement of the remanded issue and issued a final order which reduced the disallowance. As a result of the final order, the Company reversed $23 million, including $8 million of interest, of the $117 million reserve recorded in the fourth quarter of 2003. The results of the Texas Utility Commission's final decision are a component of the 2004 True-Up Proceeding. The Company has appealed certain portions of the Texas Utility Commission's final order involving a disallowance of approximately $67 million relating to the final fuel reconciliation plus interest of $10 million. Briefs on this issue were filed on January 5, 2005, and a hearing on this issue is scheduled for April 22, 2005.

(C) RATE CASES

In 2004, the City of Houston, 28 other cities and the Railroad Commission of Texas (Railroad Commission) approved a settlement that increased Houston Gas' base rate and service charge revenues by approximately $14 million annually.

In February 2004, the Louisiana Public Service Commission (LPSC) approved a settlement that increased Southern Gas Operations' base rate and service charge revenues in its South Louisiana Division by approximately $2 million annually.

In July 2004, Minnesota Gas filed an application for a general rate increase of $22 million with the Minnesota Public Utilities Commission (MPUC). Minnesota Gas and the Minnesota Department of Commerce have agreed to a settlement of all issues, including an annualized increase in the amount of $9 million, subject to approval by the MPUC. A final decision on this rate relief request is expected from the MPUC in the second quarter of 2005. Interim rates of $17 million on an annualized basis became effective on October 1, 2004, subject to refund.

In July 2004, the LPSC approved a settlement that increased Southern Gas Operations' base rate and service charge revenues in its North Louisiana Division by approximately $7 million annually.

46

In October 2004, Southern Gas Operations filed an application for a general rate increase of approximately $3 million with the Railroad Commission for rate relief in the unincorporated areas of its Beaumont, East Texas and South Texas Divisions. The Railroad Commission staff has begun its review of the request, and a decision is anticipated in April 2005.

In November 2004, Southern Gas Operations filed an application for a general rate increase of approximately $34 million with the Arkansas Public Service Commission (APSC). The APSC staff has begun its review of the request, and a decision is anticipated in the second half of 2005.

In December 2004, the Oklahoma Corporation Commission approved a settlement that increased Southern Gas Operations' base rate and service charge revenues by approximately $3 million annually.

(D) CITY OF TYLER, TEXAS DISPUTE

In July 2002, the City of Tyler, Texas, asserted that Southern Gas Operations had overcharged residential and small commercial customers in that city for gas costs under supply agreements in effect since 1992. That dispute has been referred to the Railroad Commission by agreement of the parties for a determination of whether Southern Gas Operations has properly charged and collected for gas service to its residential and commercial customers in its Tyler distribution system in accordance with lawful filed tariffs during the period beginning November 1, 1992, and ending October 31, 2002. In December 2004, the Railroad Commission conducted a hearing on the matter and is expected to issue a ruling in March or April of 2005. In a parallel action now in the Court of Appeals in Austin, Southern Gas Operations is challenging the scope of the Railroad Commission's inquiry which goes beyond the issue of whether Southern Gas Operations had properly followed its tariffs to include a review of Southern Gas Operations' historical gas purchases. The Company believes such a review is not permitted by law and is beyond what the parties requested in the joint petition that initiated the proceeding at the Railroad Commission. The Company believes that all costs for Southern Gas Operations' Tyler distribution system have been properly included and recovered from customers pursuant to Southern Gas Operations' filed tariffs.

(5) DERIVATIVE INSTRUMENTS

The Company is exposed to various market risks. These risks arise from transactions entered into in the normal course of business. The Company utilizes derivative financial instruments such as physical forward contracts, swaps and options (Energy Derivatives) to mitigate the impact of changes in its natural gas businesses on its operating results and cash flows.

(A) NON-TRADING ACTIVITIES

Cash Flow Hedges. To reduce the risk from market fluctuations associated with purchased gas costs, the Company enters into energy derivatives in order to hedge certain expected purchases and sales of natural gas (non-trading energy derivatives). The Company applies hedge accounting for its non-trading energy derivatives utilized in non-trading activities only if there is a high correlation between price movements in the derivative and the item designated as being hedged. The Company analyzes its physical transaction portfolio to determine its net exposure by delivery location and delivery period. Because the Company's physical transactions with similar delivery locations and periods are highly correlated and share similar risk exposures, the Company facilitates hedging for customers by aggregating physical transactions and subsequently entering into non-trading energy derivatives to mitigate exposures created by the physical positions.

During 2004, hedge ineffectiveness of $0.4 million was recognized in earnings from derivatives that are designated and qualify as Cash Flow Hedges, and in 2003 and 2002, no hedge ineffectiveness was recognized. No component of the derivative instruments' gain or loss was excluded from the assessment of effectiveness. If it becomes probable that an anticipated transaction will not occur, the Company realizes in net income the deferred gains and losses recognized in accumulated other comprehensive loss. Once the anticipated transaction occurs, the accumulated deferred gain or loss recognized in accumulated other comprehensive loss is reclassified and included in the Company's Statements of Consolidated Operations under the caption "Natural Gas." Cash flows resulting from these transactions in non-trading energy derivatives are included in the Statements of Consolidated Cash Flows in the same category as the item being hedged. As of December 31, 2004, the Company expects $5 million in accumulated other comprehensive income to be reclassified into net income during the next twelve months.

47

The maximum length of time the Company is hedging its exposure to the variability in future cash flows for forecasted transactions on existing financial instruments is primarily two years with a limited amount of exposure up to five years. The Company's policy is not to exceed five years in hedging its exposure.

Other Derivative Financial Instruments. The Company also has natural gas contracts which are derivatives which are not hedged. Load following services that the Company offers its natural gas customers create an inherent tendency to be either long or short natural gas supplies relative to customer purchase commitments. The Company measures and values all of its volumetric imbalances on a real time basis to minimize its exposure to commodity price and volume risk. The aggregate Value at Risk (VaR) associated with these operations is calculated daily and averaged $0.2 million with a high of $1 million during 2004. The Company does not engage in proprietary or speculative commodity trading. Unhedged positions are accounted for by adjusting the carrying amount of the contracts to market and recognizing any gain or loss in operating income, net. During 2004, the Company recognized net gains related to unhedged positions amounting to $7 million and as of December 31, 2004 had recorded short-term risk management assets and liabilities of $4 million and $5 million, respectively, included in other current assets and other current liabilities, respectively.

Interest Rate Swaps. As of December 31, 2003, the Company had an outstanding interest rate swap with a notional amount of $250 million to fix the interest rate applicable to floating-rate short-term debt. This swap, which expired in January 2004, did not qualify as a cash flow hedge under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" (SFAS No. 133), and was marked to market in the Company's Consolidated Balance Sheets with changes in market value reflected in interest expense in the Statements of Consolidated Operations.

During 2002, the Company settled forward-starting interest rate swaps having an aggregate notional amount of $1.5 billion at a cost of $156 million, which was recorded in other comprehensive income and is being amortized into interest expense over the life of the designated fixed-rate debt. Amortization of amounts deferred in accumulated other comprehensive income for 2003 and 2004 was $12 million and $25 million, respectively. As of December 31, 2004, the Company expects $31 million in accumulated other comprehensive income to be reclassified into net income during the next twelve months.

Embedded Derivative. The Company's $575 million of convertible senior notes, issued May 19, 2003, and $255 million of convertible senior notes, issued December 17, 2003 (see Note 8), contain contingent interest provisions. The contingent interest component is an embedded derivative as defined by SFAS No. 133, and accordingly, must be split from the host instrument and recorded at fair value on the balance sheet. The value of the contingent interest components was not material at issuance or at December 31, 2004.

(B) CREDIT RISKS

In addition to the risk associated with price movements, credit risk is also inherent in the Company's non-trading derivative activities. Credit risk relates to the risk of loss resulting from non-performance of contractual obligations by a counterparty. The following table shows the composition of the non-trading derivative assets of the Company as of December 31, 2003 and 2004 (in millions):

                             DECEMBER 31, 2003       DECEMBER 31, 2004
                            -------------------   ----------------------
                            INVESTMENT            INVESTMENT
                            GRADE(1)(2)   TOTAL   GRADE(1)(2)   TOTAL(3)
                            -----------   -----   -----------   --------
Energy marketers ........        $24       $35        $10          $17
Financial institutions ..         21        21         50           50
Other ...................         --         1          1            1
                                 ---       ---        ---          ---
   Total ................        $45       $57        $61          $68
                                 ===       ===        ===          ===


(1) "Investment grade" is primarily determined using publicly available credit ratings along with the consideration of credit support (such as parent company guarantees) and collateral, which encompass cash and standby letters of credit.

(2) For unrated counterparties, the Company performs financial statement analysis, considering contractual rights and restrictions and collateral, to create a synthetic credit rating.

(3) The $17 million non-trading derivative asset includes a $6 million asset due to trades with Reliant Energy Services, Inc. (Reliant Energy Services), an affiliate until the date of the RRI Distribution. As of December 31, 2004, Reliant Energy Services did not have an investment grade rating.

48

(C) GENERAL POLICY

The Company has established a Risk Oversight Committee composed of corporate and business segment officers that oversees all commodity price and credit risk activities, including the Company's trading, marketing, risk management services and hedging activities. The committee's duties are to establish the Company's commodity risk policies, allocate risk capital within limits established by the Company's board of directors, approve trading of new products and commodities, monitor risk positions and ensure compliance with the Company's risk management policies and procedures and trading limits established by the Company's board of directors.

The Company's policies prohibit the use of leveraged financial instruments. A leveraged financial instrument, for this purpose, is a transaction involving a derivative whose financial impact will be based on an amount other than the notional amount or volume of the instrument.

(6) INDEXED DEBT SECURITIES (ZENS) AND TIME WARNER SECURITIES

(A) ORIGINAL INVESTMENT IN TIME WARNER SECURITIES

In 1995, the Company sold a cable television subsidiary to Time Warner Inc. (TW) and received TW convertible preferred stock (TW Preferred) as partial consideration. On July 6, 1999, the Company converted its 11 million shares of TW Preferred into 45.8 million shares of Time Warner common stock (TW Common). The Company currently owns 21.6 million shares of TW Common. Unrealized gains and losses resulting from changes in the market value of the TW Common are recorded in the Company's Statements of Consolidated Operations.

(B) ZENS

In September 1999, the Company issued its 2.0% Zero-Premium Exchangeable Subordinated Notes due 2029 (ZENS) having an original principal amount of $1.0 billion. ZENS are exchangeable for cash equal to the market value of a specified number of shares of TW common. The Company pays interest on the ZENS at an annual rate of 2% plus the amount of any quarterly cash dividends paid in respect of the shares of TW Common attributable to the ZENS. The principal amount of ZENS is subject to being increased to the extent that the annual yield from interest and cash dividends on the reference shares of TW Common is less than 2.309%. At December 31, 2004, ZENS having an original principal amount of $840 million and a contingent principal amount of $851 million were outstanding and were exchangeable, at the option of the holders, for cash equal to 95% of the market value of 21.6 million shares of TW Common deemed to be attributable to the ZENS. At December 31, 2004, the market value of such shares was approximately $421 million, which would provide an exchange amount of $476 for each $1,000 original principal amount of ZENS. At maturity, the holders of the ZENS will receive in cash the higher of the original principal amount of the ZENS (subject to adjustment as discussed above) or an amount based on the then-current market value of TW Common, or other securities distributed with respect to TW Common.

In 2002, holders of approximately 16% of the 17.2 million ZENS originally issued exercised their right to exchange their ZENS for cash, resulting in aggregate cash payments by CenterPoint Energy of approximately $45 million. Exchanges of ZENS subsequent to 2002 aggregate less than one percent of ZENS originally issued.

A subsidiary of the Company owns shares of TW Common and elected to liquidate a portion of such holdings to facilitate the Company's making the cash payments for the ZENS exchanged in 2002 through 2004. In connection with the exchanges, the Company received net proceeds of approximately $43 million from the liquidation of approximately 4.1 million shares of TW Common at an average price of $10.56 per share. The Company now holds 21.6 million shares of TW Common which are classified as trading securities under SFAS No. 115 and are expected to be held to facilitate the Company's ability to meet its obligation under the ZENS.

Upon adoption of SFAS No. 133 effective January 1, 2001, the ZENS obligation was bifurcated into a debt component and a derivative component (the holder's option to receive the appreciated value of TW Common at maturity). The derivative component was valued at fair value and determined the initial carrying value assigned to the debt component ($121 million) as the difference between the original principal amount of the ZENS ($1 billion) and the fair value of the derivative component at issuance ($879 million). Effective January 1, 2001 the debt component was recorded at its accreted amount of $122 million and the derivative component was recorded at its fair value of $788 million, as a current liability. Subsequently, the debt component accretes through interest charges at 17.5% annually up to the minimum amount payable upon maturity of the ZENS in 2029 (approximately $915

49

million) which reflects exchanges and adjustments to maintain a 2.309% annual yield, as discussed above. Changes in the fair value of the derivative component are recorded in the Company's Statements of Consolidated Operations. During 2002, 2003 and 2004, the Company recorded a loss of $500 million, a gain of $106 million and a gain of $31 million, respectively, on the Company's investment in TW Common. During 2002, 2003 and 2004, the Company recorded a gain of $480 million, a loss of $96 million and a loss of $20 million, respectively, associated with the fair value of the derivative component of the ZENS obligation. Changes in the fair value of the TW Common held by the Company are expected to substantially offset changes in the fair value of the derivative component of the ZENS.

The following table sets forth summarized financial information regarding the Company's investment in TW securities and the Company's ZENS obligation (in millions):

                                                         DEBT     DERIVATIVE
                                             TW       COMPONENT    COMPONENT
                                         INVESTMENT    OF ZENS      OF ZENS
                                         ----------   ---------   ----------
Balance at December 31, 2001 .........     $ 827         $123       $ 730
Accretion of debt component of ZENS ..        --            1          --
Gain on indexed debt securities ......        --           --        (480)
Loss on TW Common ....................      (500)          --          --
Liquidation of TW Common .............       (43)          --          --
Liquidation of ZENS, net of gain .....        --          (20)        (25)
                                           -----         ----       -----
Balance at December 31, 2002 .........       284          104         225
Accretion of debt component of ZENS ..        --            1          --
Loss on indexed debt securities ......        --           --          96
Gain on TW Common ....................       106           --          --
                                           -----         ----       -----
Balance at December 31, 2003 .........       390          105         321
Accretion of debt component of ZENS ..        --            2          --
Loss on indexed debt securities ......        --           --          20
Gain on TW Common ....................        31           --          --
                                           -----         ----       -----
Balance at December 31, 2004 .........     $ 421         $107       $ 341
                                           =====         ====       =====

(7) EQUITY

(A) CAPITAL STOCK

At December 31, 2004, CenterPoint Energy has 1,020,000,000 authorized shares of capital stock, composed of 1,000,000,000 shares of $0.01 par value common stock and 20,000,000 shares of $0.01 par value preferred stock.

The Company's sale of its interest in Texas Genco described in Notes 1 and 3 resulted in an after-tax loss of approximately $214 million in 2004. In addition, the Company recorded an after-tax extraordinary loss of $977 million in 2004 related to the 2004 True-Up Proceeding. Portions of these losses recorded in periods prior to the fourth quarter of 2004 reduced the Company's earnings below the level required for the Company to continue paying its current quarterly dividends out of current earnings as required under the Company's SEC financing order. However, in May 2004, the Company received an order from the SEC under the 1935 Act authorizing it to continue to pay its current quarterly dividend in the second and third quarters of 2004 out of capital or unearned surplus in the event the Company had such losses. The Company declared a dividend in the fourth quarter out of current earnings. If the Company's earnings for subsequent quarters are insufficient to pay dividends from current earnings, additional authority would be required from the SEC for payment of the quarterly dividend from capital or unearned surplus, but there can be no assurance that the SEC would authorize such payments.

(B) SHAREHOLDER RIGHTS PLAN

The Company has a Shareholder Rights Plan that states that each share of its common stock includes one associated preference stock purchase right (Right) which entitles the registered holder to purchase from the Company a unit consisting of one-thousandth of a share of Series A Preference Stock. The Rights, which expire on December 11, 2011, are exercisable upon some events involving the acquisition of 20% or more of the Company's outstanding common stock. Upon the occurrence of such an event, each Right entitles the holder to receive common stock with a current market price equal to two times the exercise price of the Right. At anytime prior to becoming exercisable, the Company may repurchase the Rights at a price of $0.005 per Right. There are 700,000 shares of Series A Preference Stock reserved for issuance upon exercise of the Rights.

50

(8) LONG-TERM DEBT AND SHORT-TERM BORROWINGS

                                                                                  DECEMBER 31, 2003        DECEMBER 31, 2004
                                                                               ----------------------   ----------------------
                                                                               LONG-TERM   CURRENT(1)   LONG-TERM   CURRENT(1)
                                                                               ---------   ----------   ---------   ----------
                                                                                                (IN MILLIONS)
Short-term borrowings:
   Revolving credit facility ...............................................                  $ 63                    $   --
                                                                                              ----                    ------
Long-term debt:
CenterPoint Energy:
   ZENS(2) .................................................................    $    --        105       $   --         107
   Senior notes 5.875% to 7.25% due 2008 to 2015 ...........................        600         --          600          --
   Convertible senior notes 2.875% to 3.75% due 2023 to 2024 ...............        830         --          830          --
   Pollution control bonds 5.60% to 6.70% due 2012 to 2027(3) ..............        380         --          151          --
   Pollution control bonds 4.70% to 8.00% due 2011 to 2030(4) ..............      1,046         --        1,046          --
   Loans due 2006(5) .......................................................      1,450         10          239          --
   Junior subordinated debentures payable to affiliate 8.257% due 2037(6) ..        747         --          103          --
CenterPoint Houston:
   First mortgage bonds 9.15% due 2021 .....................................        102         --          102          --
   Series 2001-1 Transition Bonds 3.84% to 5.63% due 2005 to 2013 ..........        676         41          629          47
   Term loan, LIBOR plus 9.75%, due 2005(7) ................................      1,310         --           --       1,310
   General mortgage bonds 5.60% to 6.95% due 2013 to 2033 ..................      1,262         --        1,262          --
   Pollution control bonds 3.625% to 5.60% due 2012 to 2027(8) .............         --         --          229          --
CERC Corp.:
   Convertible subordinated debentures 6.00% due 2012 ......................         74         --           69           6
   Senior notes 5.95% to 8.90% due 2005 to 2014 ............................      2,251         --        1,923         325
   Junior subordinated debentures payable to affiliate 6.25% due 2026(6) ...          6         --            6          --
Other ......................................................................         46          5            5          41
Unamortized discount and premium(9) ........................................         (2)        --           (1)         --
                                                                                -------       ----       ------      ------
      Total long-term debt .................................................     10,778        161        7,193       1,836
                                                                                -------       ----       ------      ------
      Total borrowings .....................................................    $10,778       $224       $7,193      $1,836
                                                                                =======       ====       ======      ======


(1) Includes amounts due or exchangeable within one year of the date noted.

(2) Upon adoption of SFAS No. 133 effective January 1, 2001, the Company's ZENS obligation was bifurcated into a debt component and an embedded derivative component. For additional information regarding ZENS, see Note 6(b). As ZENS are exchangeable for cash at any time at the option of the holders, these notes are classified as a current portion of long-term debt.

(3) These series of debt are secured by first mortgage bonds of CenterPoint Houston.

(4) $527 million of these series of debt is secured by general mortgage bonds of CenterPoint Houston.

(5) Classified as long-term debt because of the termination dates of the facilities under which the funds were borrowed.

(6) The junior subordinated debentures were issued to subsidiary trusts in connection with the issuance by those trusts of preferred securities. The trust preferred securities were deconsolidated effective December 31, 2003 pursuant to the adoption of FIN 46. This resulted in the junior subordinated debentures held by the trusts being reported as long-term debt. For further discussion, see Note 2(n).

(7) London inter-bank offered rate (LIBOR) has a minimum rate of 3% under the terms of this debt. This term loan is secured by general mortgage bonds of CenterPoint Houston.

(8) These series of debt are secured by general mortgage bonds of CenterPoint Houston.

(9) Debt acquired in business acquisitions is adjusted to fair market value as of the acquisition date. Included in long-term debt is additional unamortized premium related to fair value adjustments of long-term debt of $6 million and $5 million at December 31, 2003 and 2004, respectively, which is being amortized over the respective remaining term of the related long-term debt.

51

(A) SHORT-TERM BORROWINGS

Credit Facilities. As of December 31, 2003, CERC Corp. had a revolving credit facility that provided for an aggregate of $200 million in committed credit. As of December 31, 2003, $63 million was borrowed under the CERC Corp. revolving credit. This facility terminated in March 2004. The weighted average interest rate on short-term borrowings at December 31, 2003 was 5.0%, excluding facility fees and other fees paid in connection with the arrangement of the bank facilities.

(B) LONG-TERM DEBT

As of December 31, 2004, CERC Corp. had a revolving credit facility that provided for an aggregate of $250 million in committed credit. The revolving credit facility terminates on March 23, 2007. Fully-drawn rates for borrowings under this facility, including the facility fee, are LIBOR plus 150 basis points based on current credit ratings and the applicable pricing grid. As of December 31, 2004, such credit facility was not utilized.

In February 2004, $56 million aggregate principal amount of collateralized 5.6% pollution control bonds due 2027 and $44 million aggregate principal amount of 4.25% collateralized insurance-backed pollution control bonds due 2017 were issued on behalf of CenterPoint Houston. The pollution control bonds are collateralized by general mortgage bonds of CenterPoint Houston with principal amounts, interest rates and maturities that match the pollution control bonds. The proceeds were used to extinguish two series of 6.7% collateralized pollution control bonds with an aggregate principal amount of $100 million issued on behalf of CenterPoint Energy. CenterPoint Houston's 6.7% first mortgage bonds which collateralized CenterPoint Energy's payment obligations under the refunded pollution control bonds were retired in connection with the extinguishment of the refunded pollution control bonds. CenterPoint Houston's 6.7% notes payable to CenterPoint Energy were also cancelled upon the extinguishment of the refunded pollution control bonds.

In March 2004, $45 million aggregate principal amount of 3.625% collateralized insurance-backed pollution control bonds due 2012 and $84 million aggregate principal amount of 4.25% collateralized insurance-backed pollution control bonds due 2017 were issued on behalf of CenterPoint Houston. The pollution control bonds are collateralized by general mortgage bonds of CenterPoint Houston with principal amounts, interest rates and maturities that match the pollution control bonds. The proceeds were used to extinguish two series of 6.375% collateralized pollution control bonds with an aggregate principal amount of $45 million and one series of 5.6% collateralized pollution control bonds with an aggregate principal amount of $84 million issued on behalf of CenterPoint Energy. CenterPoint Houston's 6.375% and 5.6% first mortgage bonds which collateralized CenterPoint Energy's payment obligations under the refunded pollution control bonds were retired in connection with the extinguishment of the refunded pollution control bonds. CenterPoint Houston's 6.375% and 5.6% notes payable to CenterPoint Energy were also cancelled upon the extinguishment of the refunded pollution control bonds.

On December 15, 2004, the Company permanently reduced its three-year credit facility to $750 million from $2.34 billion. The credit facility was composed of a $1.425 billion revolving credit facility (LIBOR plus 300 basis points), which has been permanently reduced to $750 million, and a $915 million term loan (LIBOR plus 350 basis points), which was repaid and retired on December 15, 2004. As a result of the term loan repayment and the permanent reduction of the revolving credit facility, the Company expensed $15 million of unamortized loan costs in the fourth quarter of 2004 that were associated with these facilities.

In March 2005, the Company replaced its $750 million revolving credit facility with a $1 billion five-year revolving credit facility. Borrowings may be made under the facility at LIBOR plus 100 basis points based on current credit ratings. An additional utilization fee of 12.5 basis points applies to borrowings any time more than 50% of the facility is utilized. Changes in credit ratings would lower or raise the increment to LIBOR depending on whether ratings improved or were lowered.

In March 2005, CenterPoint Houston established a $200 million five-year revolving credit facility. Borrowings may be made under the facility at LIBOR plus 75 basis points based on CenterPoint Houston's current credit rating. An additional utilization fee of 12.5 basis points applies to borrowings any time more than 50% of the facility is utilized. Changes in credit ratings would lower or raise the increment to LIBOR depending on whether ratings improved or were lowered.

CenterPoint Houston also established a $1.31 billion credit facility in March 2005. This facility is available to be utilized only to refinance CenterPoint Houston's $1.31 billion term loan maturing in November 2005 in the event that proceeds from the issuance of transition bonds are not sufficient to repay such term loan. Drawings may be made under this credit facility until November 2005, at which time any outstanding borrowings are converted to term loans maturing in November 2007. Net proceeds from the issuance of transition bonds and certain new net indebtedness for borrowed money issued by CenterPoint Houston in excess of $200 million must

52

be used to repay borrowings under the new facility. Based on CenterPoint Houston's current credit ratings, borrowings under the facility can be made at LIBOR plus 75 basis points. Changes in credit ratings would lower or raise the increment to LIBOR depending on whether ratings improved or were lowered. Any drawings under this facility must be secured by CenterPoint Houston's general mortgage bonds in the same principal amount and bearing the same interest rate as such drawings.

Convertible Debt. On May 19, 2003, the Company issued $575 million aggregate principal amount of convertible senior notes due May 15, 2023 with an interest rate of 3.75%. Holders may convert each of their notes into shares of CenterPoint Energy common stock, initially at a conversion rate of 86.3558 shares of common stock per $1,000 principal amount of notes at any time prior to maturity, under the following circumstances: (1) if the last reported sale price of CenterPoint Energy common stock for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the previous calendar quarter is greater than or equal to 120% or, following May 15, 2008, 110% of the conversion price per share of CenterPoint Energy common stock on such last trading day, (2) if the notes have been called for redemption, (3) during any period in which the credit ratings assigned to the notes by both Moody's Investors Service, Inc. (Moody's) and Standard & Poor's Ratings Services (S&P), a division of The McGraw-Hill Companies, are lower than Ba2 and BB, respectively, or the notes are no longer rated by at least one of these ratings services or their successors, or (4) upon the occurrence of specified corporate transactions, including the distribution to all holders of CenterPoint Energy common stock of certain rights entitling them to purchase shares of CenterPoint Energy common stock at less than the last reported sale price of a share of CenterPoint Energy common stock on the trading day prior to the declaration date of the distribution or the distribution to all holders of CenterPoint Energy common stock of the Company's assets, debt securities or certain rights to purchase the Company's securities, which distribution has a per share value exceeding 15% of the last reported sale price of a share of CenterPoint Energy common stock on the trading day immediately preceding the declaration date for such distribution. The convertible senior notes also have a contingent interest feature requiring contingent interest to be paid to holders of notes commencing on or after May 15, 2008, in the event that the average trading price of a note for the applicable five trading day period equals or exceeds 120% of the principal amount of the note as of the day immediately preceding the first day of the applicable six-month interest period. For any six-month period, contingent interest will be equal to 0.25% of the average trading price of the note for the applicable five-trading-day period.

In March 2005, the Company filed a registration statement relating to an offer to exchange its 3.75% convertible senior notes due 2023 for a new series of 3.75% convertible senior notes due 2023. This registration statement has not yet been declared effective by the SEC. The Company expects to conduct the exchange offer in response to the guidance set forth in EITF 04-8. Under that guidance, because settlement of the principal portion of new notes will be made in cash rather than stock, exchanging new notes for old notes will allow the Company to exclude the portion of the conversion value of the new notes attributable to their principal amount from its computation of diluted earnings per share from continuing operations. See Note 2(n) for further discussion of the Company's adoption of EITF 04-8 and the impact on diluted earnings per share related to these securities.

On December 17, 2003, the Company issued $255 million aggregate principal amount of convertible senior notes due January 15, 2024 with an interest rate of 2.875%. Holders may convert each of their notes into shares of CenterPoint Energy common stock, initially at a conversion rate of 78.064 shares of common stock per $1,000 principal amount of notes at any time prior to maturity, under the following circumstances: (1) if the last reported sale price of CenterPoint Energy common stock for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the previous calendar quarter is greater than or equal to 120% of the conversion price per share of CenterPoint Energy common stock on such last trading day, (2) if the notes have been called for redemption, (3) during any period in which the credit ratings assigned to the notes by both Moody's and S&P are lower than Ba2 and BB, respectively, or the notes are no longer rated by at least one of these ratings services or their successors, or (4) upon the occurrence of specified corporate transactions, including the distribution to all holders of CenterPoint Energy common stock of certain rights entitling them to purchase shares of CenterPoint Energy common stock at less than the last reported sale price of a share of CenterPoint Energy common stock on the trading day prior to the declaration date of the distribution or the distribution to all holders of CenterPoint Energy common stock of the Company's assets, debt securities or certain rights to purchase the Company's securities, which distribution has a per share value exceeding 15% of the last reported sale price of a share of CenterPoint Energy common stock on the trading day immediately preceding the declaration date for such distribution. Under the original terms of these convertible senior notes, CenterPoint Energy could elect to satisfy part or all of its conversion obligation by delivering cash in lieu of shares of CenterPoint Energy. On December 13, 2004, the Company entered into a supplemental indenture with respect to these convertible senior notes in order to eliminate its right to settle the conversion of the notes solely in shares of its common stock. The convertible senior notes also have a contingent interest feature requiring contingent interest to be paid to holders of notes commencing on or after January 15, 2007, in the event that the average trading price of a note for the applicable five-trading-day period equals or exceeds 120% of the principal amount of the note as of the day immediately preceding the first day of the applicable six-month interest period. For any six-month period, contingent interest will be equal to 0.25% of the average trading price of the note for the applicable five-trading-day period.

53

Proceeds from the issuance of the convertible senior notes were used to redeem, in January 2004, $250 million liquidation amount of the 8.125% trust preferred securities issued by HL&P Capital Trust I. Pending such use, the net proceeds were used to repay a portion of the outstanding borrowings under the Company's revolving credit facility. See Note 2(n) for further discussion of the Company's adoption of EITF 04-8 and the impact on diluted earnings per share related to these securities.

Junior Subordinated Debentures (Trust Preferred Securities). In February 1997, two Delaware statutory business trusts created by CenterPoint Energy (HL&P Capital Trust I and HL&P Capital Trust II) issued to the public (a) $250 million aggregate amount of preferred securities and (b) $100 million aggregate amount of capital securities, respectively. In February 1999, a Delaware statutory business trust created by CenterPoint Energy (REI Trust I) issued $375 million aggregate amount of preferred securities to the public. Each of the trusts used the proceeds of the offerings to purchase junior subordinated debentures issued by CenterPoint Energy having interest rates and maturity dates that correspond to the distribution rates and the mandatory redemption dates for each series of preferred securities or capital securities. As discussed in Note 2(n), upon the Company's adoption of FIN 46, the amount of outstanding junior subordinated debentures discussed above was included in long-term debt as of December 31, 2003 and 2004.

The preferred securities issued by HL&P Capital Trust I having an aggregate liquidation amount of $250 million were redeemed at 100% of their aggregate liquidation amount in January 2004. The preferred securities issued by REI Trust I having an aggregate liquidation amount of $375 million were redeemed at 100% of their aggregate liquidation amount in December 2004.

The junior subordinated debentures are the trusts' sole assets and their entire operations. CenterPoint Energy considers its obligations under the Amended and Restated Declaration of Trust, Indenture, Guaranty Agreement and, where applicable, Agreement as to Expenses and Liabilities, relating to each series of preferred securities or capital securities, taken together, to constitute a full and unconditional guarantee by CenterPoint Energy of each trust's obligations related to the respective series of preferred securities or capital securities.

The preferred securities and capital securities are mandatorily redeemable upon the repayment of the related series of junior subordinated debentures at their stated maturity or earlier redemption. Subject to some limitations, CenterPoint Energy has the option of deferring payments of interest on the junior subordinated debentures. During any deferral or event of default, CenterPoint Energy may not pay dividends on its capital stock. As of December 31, 2004, no interest payments on the junior subordinated debentures had been deferred.

The outstanding aggregate liquidation amount, distribution rate and mandatory redemption date of each series of the preferred securities or capital securities of the trusts described above and the identity and similar terms of each related series of junior subordinated debentures are as follows:

                              AGGREGATE LIQUIDATION
                                  AMOUNTS AS OF          DISTRIBUTION     MANDATORY
                           ---------------------------       RATE/        REDEMPTION
                           DECEMBER 31,   DECEMBER 31,     INTEREST         DATE/
TRUST                          2003           2004           RATE       MATURITY DATE       JUNIOR SUBORDINATED DEBENTURES
-----                      ------------   ------------   ------------   -------------       ------------------------------
                                                                      (IN MILLIONS)
REI Trust I.............       $375           $ --           7.20%      March 2048      7.20% Junior Subordinated Debentures
HL&P Capital Trust I....       $250           $ --          8.125%      March 2046      8.125% Junior Subordinated Deferrable
                                                                                        Interest Debentures Series A
HL&P Capital Trust II...       $100           $100          8.257%      February 2037   8.257% Junior Subordinated Deferrable
                                                                                        Interest Debentures Series B

In June 1996, a Delaware statutory business trust created by CERC Corp. (CERC Trust) issued $173 million aggregate amount of convertible preferred securities to the public. CERC Trust used the proceeds of the offering to purchase convertible junior subordinated debentures issued by CERC Corp. having an interest rate and maturity date that correspond to the distribution rate and mandatory redemption date of the convertible preferred securities. The convertible junior subordinated debentures represent CERC Trust's sole asset and its entire operations. CERC Corp. considers its obligation under the Amended and Restated Declaration of Trust, Indenture and Guaranty Agreement relating to the convertible preferred securities, taken together, to constitute a full and unconditional guarantee by CERC Corp. of CERC Trust's obligations with respect to the convertible preferred securities. As discussed in Note 2(n), upon the Company's adoption of FIN 46, the amount of outstanding junior subordinated debentures discussed above was included in long-term debt as of December 31, 2003 and 2004.

54

The convertible preferred securities are mandatorily redeemable upon the repayment of the convertible junior subordinated debentures at their stated maturity or earlier redemption. Effective January 7, 2003, the convertible preferred securities are convertible at the option of the holder into $33.62 of cash and 2.34 shares of CenterPoint Energy common stock for each $50 of liquidation value. As of December 31, 2003 and 2004, the liquidation amount of convertible preferred securities outstanding was $0.4 and $0.3 million, respectively. The securities, and their underlying convertible junior subordinated debentures, bear interest at 6.25% and mature in June 2026. Subject to some limitations, CERC Corp. has the option of deferring payments of interest on the convertible junior subordinated debentures. During any deferral or event of default, CERC Corp. may not pay dividends on its common stock to CenterPoint Energy. As of December 31, 2004, no interest payments on the convertible junior subordinated debentures had been deferred.

Maturities. The Company's maturities of long-term debt, capital leases and sinking fund requirements, excluding the ZENS obligation, are $1.7 billion in 2005, $215 million in 2006, $66 million in 2007, $572 million in 2008 and $80 million in 2009. The 2005 amount is net of the portion of a sinking fund payment that will be satisfied with debt that had been acquired and retired as of December 31, 2004.

Liens. As of December 31, 2004, CenterPoint Houston's assets were subject to liens securing approximately $253 million of first mortgage bonds. Sinking or improvement fund and replacement fund requirements on the first mortgage bonds may be satisfied by certification of property additions. Sinking fund and replacement fund requirements for 2002, 2003 and 2004 have been satisfied by certification of property additions. The replacement fund requirement to be satisfied in 2005 is approximately $147 million, and the sinking fund requirement to be satisfied in 2005 is approximately $3 million. The Company expects CenterPoint Houston to meet these 2005 obligations by certification of property additions. At December 31, 2004, CenterPoint Houston's assets were also subject to liens securing approximately $3.3 billion of general mortgage bonds which are junior to the liens of the first mortgage bonds.

(C) RECEIVABLES FACILITY

On January 21, 2004, CERC replaced its $100 million receivables facility with a $250 million receivables facility. As of December 31, 2004, CERC had $181 million outstanding under its receivables facility. In January 2005, the facility was extended to January 2006 and temporarily increased, for the period from January 2005 to June 2005, to $375 million to provide additional liquidity to CERC during the peak heating season of 2005, in view of recent levels of, and volatility in, gas prices.

(9) STOCK-BASED INCENTIVE COMPENSATION PLANS AND EMPLOYEE BENEFIT PLANS

(A) INCENTIVE COMPENSATION PLANS

The Company has long-term incentive compensation plans (LICPs) that provide for the issuance of stock-based incentives, including performance-based shares, performance-based units, restricted shares and stock options to directors, officers and key employees. A maximum of approximately 37 million shares of CenterPoint Energy common stock may be issued under these plans.

Performance-based shares, performance-based units and restricted shares are granted to employees without cost to the participants. The performance shares and units vest three years after the grant date based upon the performance of the Company over a three-year cycle, except as discussed below. The restricted shares vest at various times ranging from one-year to the end of a three-year period. Upon vesting, the shares are issued to the plan participants.

During 2002, 2003 and 2004, the Company recorded compensation expense of $2 million, $9 million and $8 million, respectively, related to performance-based shares, performance-based units and restricted share grants. Included in these amounts is a compensation benefit of $1 million recorded in 2002 related to RRI's participants. Amounts for RRI's and Texas Genco's participants are reflected in discontinued operations in the Statements of Consolidated Operations.

55

The following table summarizes the Company's performance-based units, performance-based shares and restricted share grant activity for the years 2002 through 2004:

                                                         NUMBER OF           NUMBER OF        NUMBER OF
                                                     PERFORMANCE-BASED   PERFORMANCE-BASED   RESTRICTED
                                                           UNITS               SHARES          SHARES
                                                     -----------------   -----------------   ----------
Outstanding at December 31, 2001 .................         83,670              626,090         208,562
   Granted .......................................             --              451,050              --
   Canceled ......................................         (5,625)            (176,258)        (41,892)
   Released to participants ......................           (120)            (447,060)        (78,768)
                                                          -------           ----------       ---------
Outstanding at December 31, 2002 .................         77,925              453,822          87,902
   Granted .......................................             --              840,920         583,613
   Shares converted at Texas Genco Distribution ..             --               25,746          23,219
   Canceled ......................................        (29,515)             (43,386)        (14,240)
   Released to participants ......................         (1,441)              (7,042)       (113,056)
                                                          -------           ----------       ---------
Outstanding at December 31, 2003 .................         46,969            1,270,060         567,438
   Granted .......................................         38,200                   --         255,800
   Canceled ......................................            (39)             (88,905)        (40,128)
   Released to participants ......................        (47,930)             (12,642)        (14,363)
                                                          -------           ----------       ---------
Outstanding at December 31, 2004 .................         37,200            1,168,513         768,747
                                                          =======           ==========       =========
Weighted average fair value granted for 2002 .....                          $    12.00       $      --
                                                                            ==========       =========
Weighted average fair value granted for 2003 .....                          $     5.70       $    5.83
                                                                            ==========       =========
Weighted average fair value granted for 2004 .....                          $       --       $   10.95
                                                                            ==========       =========

The maximum value associated with the performance-based units granted in 2004 was $150 per unit.

Effective with the RRI Distribution which occurred on September 30, 2002, the Company's compensation committee authorized the conversion of outstanding CenterPoint Energy performance-based shares for the performance cycle ending December 31, 2002 to a number of restricted shares of CenterPoint Energy's common stock equal to the number of performance-based shares that would have vested if the performance objectives for the performance cycle were achieved at the maximum level for substantially all shares. These restricted shares vested if the participant holding the shares remained employed with the Company or with RRI and its subsidiaries through December 31, 2002. On the date of the RRI Distribution, holders of these restricted shares received shares of RRI common stock in the same manner as other holders of CenterPoint Energy common stock, but these shares of common stock were subject to the same vesting schedule, as well as to the terms and conditions of the plan under which the original performance shares were granted. Thus, following the RRI Distribution, employees who held performance-based shares under the LICP for the performance cycle ending December 31, 2002 held restricted shares of CenterPoint Energy common stock and restricted shares of RRI common stock, which vested following continuous employment through December 31, 2002.

Effective with the RRI Distribution, the Company converted all outstanding CenterPoint Energy stock options granted prior to the initial public offering of RRI common stock in May 2001 (RRI Offering) to a combination of adjusted CenterPoint Energy stock options and RRI stock options. For the converted stock options, the sum of the intrinsic value of the CenterPoint Energy stock options immediately prior to the record date of the RRI Distribution equaled the sum of the intrinsic values of the adjusted CenterPoint Energy stock options and the RRI stock options granted immediately after the record date of the RRI Distribution. As such, RRI employees who do not work for the Company hold stock options of the Company. Both the number and the exercise price of all outstanding CenterPoint Energy stock options that were granted on or after the RRI Offering and prior to the RRI Distribution were adjusted to maintain the total intrinsic value of the grants.

During January 2003, due to the Texas Genco Distribution, the Company granted additional CenterPoint Energy shares to participants with performance-based and restricted shares that had not yet vested as of the record date of December 20, 2002. These additional shares are subject to the same vesting schedule and the terms and conditions of the plan under which the original shares were granted. Also in connection with this distribution, both the number and the exercise price of all outstanding CenterPoint Energy stock options were adjusted to maintain the total intrinsic value of the stock option grants.

Under the Company's plans, stock options generally become exercisable in one-third increments on each of the first through third anniversaries of the grant date. The exercise price is the average of the high and low sales price of the common stock on the New York Stock Exchange on the grant date. The Company applies APB Opinion No. 25, "Accounting for Stock Issued to Employees" (APB Opinion No. 25), and related interpretations in accounting for its stock option plans. Accordingly, no compensation expense has been recognized for these fixed stock options.

56

The following table summarizes stock option activity related to the Company for the years 2002 through 2004:

                                                         NUMBER OF   WEIGHTED AVERAGE
                                                          SHARES      EXERCISE PRICE
                                                        ----------   ----------------
Outstanding at December 31, 2001 ....................    9,828,471        $28.34
   Options granted ..................................    3,115,399          7.12
   Options converted at RRI Distribution ............      742,636         29.01
   Options exercised ................................      (71,273)        20.59
   Options canceled .................................   (1,155,351)        16.11
                                                        ----------
Outstanding at December 31, 2002 ....................   12,459,882         18.26
   Options granted ..................................    2,217,546          5.69
   Options converted at Texas Genco Distribution ....      751,867         17.21
   Options exercised ................................      (80,750)         6.44
   Options canceled .................................     (275,408)        16.40
                                                        ----------
Outstanding at December 31, 2003 ....................   15,073,137         15.59
   Options granted ..................................    2,028,000         10.92
   Options exercised ................................     (580,624)         6.16
   Options canceled .................................     (361,418)        11.99
                                                        ----------
Outstanding at December 31, 2004 ....................   16,159,095        $15.42
                                                        ==========        ======
Options exercisable at December 31, 2002 ............    6,854,910        $19.78
                                                        ==========        ======
Options exercisable at December 31, 2003 ............   10,285,689        $18.09
                                                        ==========        ======
Options exercisable at December 31, 2004 ............   12,076,730        $17.82
                                                        ==========        ======

Exercise prices for CenterPoint Energy stock options outstanding held by Company employees ranged from $4.78 to $32.26. The following tables provide information with respect to outstanding CenterPoint Energy stock options held by the Company's employees on December 31, 2004:

                                                                             REMAINING AVERAGE
                                                OPTIONS         AVERAGE       CONTRACTUAL LIFE
                                              OUTSTANDING   EXERCISE PRICE        (YEARS)
                                              -----------   --------------   -----------------
Ranges of Exercise Prices:
   $4.78-$10.00............................     4,212,025       $ 6.10              7.2
   $10.01-$15.00...........................     5,737,414        12.93              5.1
   $15.01-$20.00...........................     3,079,571        18.06              2.2
   $20.01-$30.00...........................       708,162        22.99              3.5
   $30.01-$32.26...........................     2,421,923        31.96              5.4
                                               ----------
      Total................................    16,159,095        15.42              5.1
                                               ==========

The following table provides information with respect to CenterPoint Energy stock options exercisable at December 31, 2004:

                                                OPTIONS         AVERAGE
                                              EXERCISABLE   EXERCISE PRICE
                                              -----------   --------------
Ranges of Exercise Prices:
   $4.78-$10.00............................     2,070,960   $ 6.23
   $10.01-$15.00...........................     3,796,114    13.96
   $15.01-$20.00...........................     3,079,571    18.06
   $20.01-$30.00...........................       708,162    22.99
   $30.01-$32.26...........................     2,421,923    31.96
                                               ----------
      Total................................    12,076,730    17.82
                                               ==========

See Note 2(o) for disclosure of the pro-forma effect on net income of the fair value based method of accounting for stock compensation.

(B) PENSION AND POSTRETIREMENT BENEFITS

The Company maintains a non-contributory qualified defined benefit plan covering substantially all employees, with benefits determined using a cash balance formula. Under the cash balance formula, participants accumulate a retirement benefit based upon 4% of eligible earnings and accrued interest. Prior to 1999, the pension plan accrued benefits based on years of service, final average pay and covered compensation. As a result, certain employees participating in the plan as of December 31, 1998 are eligible to receive the

57

greater of the accrued benefit calculated under the prior plan through 2008 or the cash balance formula. Participants are 100% vested in their benefit after completing five years of service.

The Company provides certain healthcare and life insurance benefits for retired employees on a contributory and non-contributory basis. Employees become eligible for these benefits if they have met certain age and service requirements at retirement, as defined in the plans. Under plan amendments, effective in early 1999, healthcare benefits for future retirees were changed to limit employer contributions for medical coverage.

Such benefit costs are accrued over the active service period of employees. The net unrecognized transition obligation, resulting from the implementation of accrual accounting, is being amortized over approximately 20 years.

The Company's net periodic cost includes the following components relating to pension and postretirement benefits:

                                                                         YEAR ENDED DECEMBER 31,
                                            ---------------------------------------------------------------------------------
                                                       2002                        2003                        2004
                                            -------------------------   -------------------------   -------------------------
                                            PENSION    POSTRETIREMENT   PENSION    POSTRETIREMENT   PENSION    POSTRETIREMENT
                                            BENEFITS      BENEFITS      BENEFITS      BENEFITS      BENEFITS      BENEFITS
                                            --------   --------------   --------   --------------   --------   --------------
                                                                              (IN MILLIONS)
Service cost ............................    $  32          $  5          $ 37          $  4         $  40          $  4
Interest cost ...........................      104            32           102            31           102            31
Expected return on plan assets ..........     (126)          (13)          (92)          (11)         (103)          (13)
Net amortization ........................       16            13            43            13            37            13
Curtailment .............................       --            --            --            --            --            17
Benefit enhancement .....................        9             3            --            --             4             2
Settlement ..............................       --           (18)           --            --            --            --
                                             -----          ----          ----          ----         -----          ----
Net periodic cost .......................    $  35          $ 22          $ 90          $ 37         $  80          $ 54
                                             =====          ====          ====          ====         =====          ====
Above amounts reflect the following
   net periodic cost (benefit) related to
   discontinued operations ..............    $  11          $ (9)         $ 17          $  4         $  11          $ 20
                                             =====          ====          ====          ====         =====          ====

The Company used the following assumptions to determine net periodic cost relating to pension and postretirement benefits:

                                                                                  DECEMBER 31,
                                               ---------------------------------------------------------------------------------
                                                          2002                        2003                        2004
                                               -------------------------   -------------------------   -------------------------
                                               PENSION    POSTRETIREMENT   PENSION    POSTRETIREMENT   PENSION    POSTRETIREMENT
                                               BENEFITS      BENEFITS      BENEFITS      BENEFITS      BENEFITS      BENEFITS
                                               --------   --------------   --------   --------------   --------   --------------
Discount rate ..............................     7.25%         7.25%         6.75%         6.75%         6.25%         6.25%
Expected return on plan assets .............      9.5%          9.5%          9.0%          9.0%          9.0%          8.5%
Rate of increase in compensation levels ....      4.1%           --           4.1%           --           4.1%           --

In determining net periodic benefits cost, the Company uses fair value, as of the beginning of the year, as its basis for determining expected return on plan assets.

58

The following table displays the change in the benefit obligation, the fair value of plan assets and the amounts included in the Company's Consolidated Balance Sheets as of December 31, 2003 and 2004 for the Company's pension and postretirement benefit plans:

                                                                               DECEMBER 31,
                                                          -----------------------------------------------------
                                                                     2003                        2004
                                                          -------------------------   -------------------------
                                                          PENSION    POSTRETIREMENT   PENSION    POSTRETIREMENT
                                                          BENEFITS      BENEFITS      BENEFITS      BENEFITS
                                                          --------   --------------   --------   --------------
                                                                              (IN MILLIONS)
CHANGE IN BENEFIT OBLIGATION
Benefit obligation, beginning of year .................    $1,550        $ 479         $1,692        $ 518
Service cost ..........................................        37            4             40            4
Interest cost .........................................       102           31            102           31
Participant contributions .............................        --            8             --            6
Benefits paid .........................................      (142)         (43)          (124)         (42)
Plan amendments .......................................         4           (5)            --          (20)
Divestitures ..........................................        --           --           (165)          --
Actuarial loss ........................................       141           44            161           36
Curtailment, benefit enhancement and settlement .......        --           --              4            2
                                                           ------        -----         ------        -----
Benefit obligation, end of year .......................    $1,692        $ 518         $1,710        $ 535
                                                           ======        =====         ======        =====
CHANGE IN PLAN ASSETS
Plan assets, beginning of year ........................    $1,054        $ 131         $1,194        $ 150
Employer contributions ................................        23           34            476           27
Participant contributions .............................        --            8             --            6
Benefits paid .........................................      (142)         (43)          (124)         (42)
Divestitures ..........................................        --           --            (40)          --
Actual investment return ..............................       259           20            151           15
                                                           ------        -----         ------        -----
Plan assets, end of year ..............................    $1,194        $ 150         $1,657        $ 156
                                                           ======        =====         ======        =====
RECONCILIATION OF FUNDED STATUS
Funded status .........................................    $ (498)       $(368)        $  (53)       $(379)
Unrecognized actuarial loss ...........................       733           63            714           96
Unrecognized prior service cost .......................       (71)          49            (51)          14
Unrecognized transition (asset) obligation ............        --           79             --           65
                                                           ------        -----         ------        -----
Net amount recognized .................................    $  164        $(177)        $  610        $(204)
                                                           ======        =====         ======        =====
AMOUNTS RECOGNIZED IN BALANCE SHEETS
Benefit obligations ...................................    $ (395)       $(177)        $  610        $(204)
Accumulated other comprehensive income ................       559           --             --           --
                                                           ------        -----         ------        -----
Prepaid (accrued) benefit cost ........................    $  164        $(177)        $  610        $(204)
                                                           ======        =====         ======        =====
ACTUARIAL ASSUMPTIONS
Discount rate .........................................      6.25%        6.25%          5.75%        5.75%
Expected return on plan assets ........................       9.0%         8.5%           8.5%         8.0%
Rate of increase in compensation levels ...............       4.1%          --            4.6%          --
Healthcare cost trend rate assumed for the next year ..        --        10.50%            --         9.75%
Rate to which the cost trend rate is assumed to decline
   (the ultimate trend rate) ..........................        --          5.5%            --          5.5%
Year that the rate reaches the ultimate trend rate ....        --         2011             --         2011

                                                                                 DECEMBER 31,
                                                -----------------------------------------------------------------------------
                                                                 2003                                    2004
                                                -------------------------------------   -------------------------------------
                                                     PENSION          POSTRETIREMENT         PENSION          POSTRETIREMENT
                                                     BENEFITS            BENEFITS            BENEFITS            BENEFITS
                                                -----------------   -----------------   -----------------   -----------------
                                                                             (IN MILLIONS)
ADDITIONAL INFORMATION
Accumulated benefit obligation...............        $1,589                $518              $1,635                $535
Change in minimum liability included in other
   comprehensive income......................           (64)                 --                (559)                 --
Measurement date used to determine plan
   obligations and assets....................   December 31, 2003   December 31, 2003   December 31, 2004   December 31, 2004

59

Assumed healthcare cost trend rates have a significant effect on the reported amounts for the Company's postretirement benefit plans. A 1% change in the assumed healthcare cost trend rate would have the following effects:

                                                        1%         1%
                                                     INCREASE   DECREASE
                                                     --------   --------
                                                        (IN MILLIONS)
Effect on total of service and interest cost .....      $ 2        $ 2
Effect on the postretirement benefit obligation ..       39         33

The following table displays the weighted-average asset allocations as of December 31, 2003 and 2004 for the Company's pension and postretirement benefit plans:

                                                          DECEMBER 31,
                                     -----------------------------------------------------
                                                2003                        2004
                                     -------------------------   -------------------------
                                     PENSION    POSTRETIREMENT   PENSION    POSTRETIREMENT
                                     BENEFITS      BENEFITS      BENEFITS      BENEFITS
                                     --------   --------------   --------   --------------
Domestic equity securities .......      60%           41%           57%           34%
International equity securities ..      15             9            15            11
Debt securities ..................      22            48            26            54
Real estate ......................       3            --             2            --
Cash .............................      --             2            --             1
                                       ---           ---           ---           ---
   Total .........................     100%          100%          100%          100%
                                       ===           ===           ===           ===

In managing the investments associated with the benefit plans, the Company's objective is to preserve and enhance the value of plan assets while maintaining an acceptable level of volatility. These objectives are expected to be achieved through an investment strategy that manages liquidity requirements while maintaining a long-term horizon in making investment decisions and efficient and effective management of plan assets.

As part of the investment strategy discussed above, the Company has adopted and maintains the following weighted average allocation targets for its benefit plans:

                                     PENSION    POSTRETIREMENT
                                     BENEFITS      BENEFITS
                                     --------   --------------
Domestic equity securities .......    45-55%        28-38%
International equity securities ..     7-13%         5-15%
Debt securities ..................    20-30%        52-62%
Real estate ......................      0-5%            --
Cash .............................      0-2%          0-2%

The expected rate of return assumption was developed by reviewing the targeted asset allocations and historical index performance of the applicable asset classes over a 15-year period, adjusted for investment fees and diversification effects.

Equity securities for the pension plan include CenterPoint Energy common stock in the amounts of $44 million (3.7% of total pension plan assets) as of December 31, 2003. The pension plan did not include any holdings of CenterPoint Energy common stock as of December 31, 2004.

Although funding for the Company's pension and postretirement plans was not required during 2004, the Company contributed $56 million to its pension plan in September 2004 and $420 million in December 2004, which effectively brought the Company's pension plan assets and accumulated benefit obligation into balance and increased shareholders' equity by $350 million as a result of the elimination of the related minimum benefit liability. Additionally, the Company contributed $27 million to its postretirement benefits plan in 2004.

Contributions to the pension plan are not required in 2005; however, the Company expects to make a contribution. The Company expects to contribute approximately $29 million to its postretirement benefits plan in 2005.

60

The following benefit payments are expected to be paid by the pension and postretirement benefit plans:

                                                       PENSION    POSTRETIREMENT
                                                       BENEFITS      BENEFITS
                                                       --------   --------------
                                                            (IN MILLIONS)
2005 ...............................................     $108          $ 38
2006 ...............................................      112            40
2007 ...............................................      114            42
2008 ...............................................      118            44
2009 ...............................................      120            46
2010-2014 ..........................................      627           240

In connection with the Company's sale of its 81% interest in Texas Genco as discussed in Note 3, a separate pension plan was established for Texas Genco on September 1, 2004 and the Company transferred a net pension liability of approximately $68 million to Texas Genco. In October 2004, Texas Genco received an allocation of assets from the Company's pension plan pursuant to rules and regulations under the Employee Retirement Income Security Act of 1974.

In addition to the non-contributory pension plans discussed above, the Company maintains a non-qualified benefit restoration plan which allows participants to retain the benefits to which they would have been entitled under the Company's non-contributory pension plan except for the federally mandated limits on qualified plan benefits or on the level of compensation on which qualified plan benefits may be calculated. The expense associated with this non-qualified plan was $9 million, $8 million and $6 million in 2002, 2003 and 2004, respectively. Included in the net benefit cost in 2002 is $3 million of expense related to RRI's participants, which is reflected in discontinued operations in the Statements of Consolidated Operations. The accrued benefit liability for the non-qualified pension plan was $75 million and $69 million at December 31, 2003 and 2004, respectively. In addition, these accrued benefit liabilities include the recognition of minimum liability adjustments of $15 million as of December 31, 2003 and $10 million as of December 31, 2004, which are reported as a component of other comprehensive income, net of income tax effects.

The following table displays the Company's plans that have or have had accumulated benefit obligations in excess of plan assets:

                                                                        DECEMBER 31,
                                      ---------------------------------------------------------------------------------
                                                      2003                                      2004
                                      ---------------------------------------   ---------------------------------------
                                      PENSION    RESTORATION   POSTRETIREMENT   PENSION    RESTORATION   POSTRETIREMENT
                                      BENEFITS     BENEFITS       BENEFITS      BENEFITS     BENEFITS       BENEFITS
                                      --------   -----------   --------------   --------   -----------   --------------
                                                                        (IN MILLIONS)
Accumulated benefit obligation .....   $1,589        $75            $518         $1,635        $69            $535
Projected benefit obligation .......    1,692         77             518          1,710         81             535
Plan assets ........................    1,194         --             150          1,657         --             156

(C) SAVINGS PLAN

The Company has a qualified employee savings plan that includes a cash or deferred arrangement under Section 401(k) of the Internal Revenue Code of 1986, as amended (the Code), and an employee stock ownership plan (ESOP) under Section 4975(e)(7) of the Code. Under the plan, participating employees may contribute a portion of their compensation, on a pre-tax or after-tax basis, generally up to a maximum of 16% of compensation. The Company matches 75% of the first 6% of each employee's compensation contributed. The Company may contribute an additional discretionary match of up to 50% of the first 6% of each employee's compensation contributed. These matching contributions are fully vested at all times.

Participating employees may elect to invest all or a portion of their contributions to the plan in CenterPoint Energy common stock, to have dividends reinvested in additional shares or to receive dividend payments in cash on any investment in CenterPoint Energy common stock, and to transfer all or part of their investment in CenterPoint Energy common stock to other investment options offered by the plan.

During the first quarter 2004, the Company repaid the balance on the ESOP loan. As a result, the Company's matching requirements during 2004 were satisfied, in part, through the allocation of the remaining 911,847 ESOP shares held by the plan and by cash contributions.

As a result of the ESOP, the savings plan has significant holdings of CenterPoint Energy common stock. As of December 31, 2004, an aggregate of 27,565,537 shares of CenterPoint Energy's common stock were held by the savings plan, which represented

61

26% of its investments. Given the concentration of the investments in CenterPoint Energy's common stock, the savings plan and its participants have market risk related to this investment.

The Company's savings plan benefit expense was $47 million, $38 million and $40 million in 2002, 2003 and 2004, respectively. Included in these amounts is $6 million of savings plan benefit expense for 2002 related to RRI's participants, and $9 million, $7 million and $6 million of savings plan benefit expense for 2002, 2003 and 2004, respectively, related to Texas Genco participants. Amounts for RRI's and Texas Genco's participants are reflected as discontinued operations in the Statements of Consolidated Operations.

(D) POSTEMPLOYMENT BENEFITS

Net postemployment benefit costs for former or inactive employees, their beneficiaries and covered dependents, after employment but before retirement (primarily healthcare and life insurance benefits for participants in the long-term disability plan) were $12 million, $10 million and $8 million in 2002, 2003 and 2004, respectively. Included in these amounts are $1 million for each of the years 2002, 2003, and 2004 related to Texas Genco participants, which is reflected in discontinued operations in the Statements of Consolidated Operations.

The Company's postemployment obligation is presented as a liability in the Consolidated Balance Sheets under the caption "Benefit Obligations."

(E) OTHER NON-QUALIFIED PLANS

The Company has non-qualified deferred compensation plans that provide benefits payable to directors, officers and certain key employees or their designated beneficiaries at specified future dates, upon termination, retirement or death. Benefit payments are made from the general assets of the Company. During 2002, 2003 and 2004, the Company recorded benefit expense relating to these programs of $11 million, $13 million and $9 million, respectively. Included in "Benefit Obligations" in the accompanying Consolidated Balance Sheets at December 31, 2003 and 2004 was $127 million and $121 million, respectively, relating to deferred compensation plans. Included in "Non-Current Liabilities of Discontinued Operations in the accompanying Consolidated Balance Sheets at December 31, 2003 and 2004 was $4 million and $3 million, respectively, relating to deferred compensation plans for Texas Genco participants.

(F) CHANGE OF CONTROL AGREEMENTS AND OTHER EMPLOYEE MATTERS

In December 2003, the Company entered into agreements with certain of its executive officers that generally provide, to the extent applicable, in the case of a change of control of the Company and termination of employment, for severance benefits of up to three times annual base salary plus bonus and other benefits. By their terms, these agreements will expire December 31, 2006.

As of December 31, 2004, approximately 31% of the Company's employees are subject to collective bargaining agreements. Four of these agreements, covering approximately 9% of the Company's employees, have expired or will expire in 2005.

62

(10) INCOME TAXES

The Company's current and deferred components of income tax expense (benefit) were as follows:

                                      YEAR ENDED DECEMBER 31,
                                      -----------------------
                                       2002    2003    2004
                                       ----   -----   -----
                                          (IN MILLIONS)
Current:
   Federal ........................    $(78)  $(301)  $(130)
   State ..........................       9       5      11
                                       ----   -----   -----
      Total current ...............     (69)   (296)   (119)
                                       ----   -----   -----
Deferred:
   Federal ........................     330     487     264
   State ..........................      11      14      (6)
                                       ----   -----   -----
      Total deferred ..............     341     501     258
                                       ----   -----   -----
Income tax expense ................    $272   $ 205   $ 139
                                       ====   =====   =====

A reconciliation of the federal statutory income tax rate to the effective income tax rate is as follows:

                                                                                          YEAR ENDED DECEMBER 31,
                                                                                          -----------------------
                                                                                            2002    2003    2004
                                                                                           -----   -----   -----
                                                                                              (IN MILLIONS)
Income from continuing operations before income taxes and extraordinary loss ..........    $ 754   $ 614   $ 344
Federal statutory rate ................................................................       35%     35%     35%
                                                                                           -----   -----   -----
Income taxes at statutory rate ........................................................      264     215     120
                                                                                           -----   -----   -----
Net addition (reduction) in taxes resulting from:
   State income taxes, net of valuation allowances and federal income tax benefit .....       13      12       3
   Capital loss benefit ...............................................................      (72)     --      --
   Amortization of investment tax credit ..............................................       (5)     (8)     (8)
   Excess deferred taxes ..............................................................       (3)     (4)     (4)
   Valuation allowance, capital loss ..................................................       72      --      --
   Deferred tax asset write-off .......................................................       --      --      19
   Increase in tax reserve ............................................................       --      --       7
   Other, net .........................................................................        3     (10)      2
                                                                                           -----   -----   -----
      Total ...........................................................................        8     (10)     19
                                                                                           -----   -----   -----
Income tax expense ....................................................................    $ 272   $ 205   $ 139
                                                                                           =====   =====   =====
Effective rate ........................................................................     36.1%   33.4%   40.4%

63

Following are the Company's tax effects of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax bases:

                                                           DECEMBER 31,
                                                         ---------------
                                                          2003     2004
                                                         ------   ------
                                                          (IN MILLIONS)
Deferred tax assets:
   Current:
      Allowance for doubtful accounts ................   $    9   $   13
      Regulatory liabilities .........................       65       79
      Non-trading derivative assets, net .............       20       28
                                                         ------   ------
         Total current deferred tax assets ...........       94      120
                                                         ------   ------
   Non-current:
      Employee benefits ..............................      288       --
      Disallowed plant cost, net .....................       18       --
      Operating loss carryforwards ...................      141       30
      Contingent liabilities associated with
         discontinuance of SFAS No. 71 ...............       74       --
      Foreign exchange gains .........................       16       16
      Deferred gas costs .............................       --       69
      Other ..........................................      119       82
      Valuation allowance ............................      (73)     (20)
                                                         ------   ------
         Total non-current deferred tax assets .......      583      177
                                                         ------   ------
         Total deferred tax assets, net ..............      677      297
                                                         ------   ------
Deferred tax liabilities:
   Current:
      Unrealized gain on indexed debt securities .....      284      287
      Unrealized gain on Time Warner investments .....       91       94
                                                         ------   ------
         Total current deferred tax liabilities ......      375      381
                                                         ------   ------
   Non-current:
      Depreciation ...................................    1,717    1,709
      Regulatory assets, net .........................    1,016      748
      Employee benefits ..............................       --       38
      Other ..........................................       81       97
                                                         ------   ------
         Total non-current deferred tax liabilities ..    2,814    2,592
                                                         ------   ------
         Total deferred tax liabilities ..............    3,189    2,973
                                                         ------   ------
            Accumulated deferred income taxes, net ...   $2,512   $2,676
                                                         ======   ======

CenterPoint Energy's consolidated federal income tax returns have been audited and settled through the 1996 tax year. The 1997 through 2003 consolidated federal income tax returns are currently under audit.

Tax Attribute Carryforwards. At December 31, 2004, the Company has $327 of state net operating loss carryforwards. The losses are available to offset future state taxable income through the year 2023. Substantially all of the state loss carryforwards will expire between 2012 and 2020. A valuation allowance has been established against approximately 33% of the state net operating loss carryforwards.

The valuation allowance reflects a net decrease of $10 million and $53 million in 2003 and 2004, respectively. These net changes resulted from a reassessment of the Company's future ability to use federal and state capital loss carryforwards and state tax net operating loss carryforwards.

Tax Refunds. In 2003 and 2004, the Company received refunds from the Internal Revenue Service (IRS) of $203 million and $163 million, respectively, related to federal tax net operating losses and capital losses generated in 2002 and 2003. Of the 2002 amount, $8 million related to refunds generated from the carryback of the federal capital loss.

Tax Contingencies. With the conclusion of the federal income tax audit for the years 1997 through 2000, the Company adjusted its prior years' federal income tax reserve, along with certain previously recorded deferred tax assets, resulting in net additional tax expense in the fourth quarter of 2004 of $26 million. In addition, as of December 31, 2004, $42 million of federal tax reserve has been reclassified to current tax liability.

64

In the 1997 through 2000 audit, the IRS disallowed all deductions for original issue discount (OID) relating to the Company's ZENS and 7% Automatic Common Exchange Securities (ACES). It is the contention of the IRS that (1) those instruments, in combination with the Company's long position in TW Common, constitute a straddle under Section 1092 and 246 of the Code and (2) the indebtedness underlying those instruments was incurred to carry the TW Common. If the IRS prevails on both of these positions, all OID (including interest actually paid) on the ZENS and ACES would not be currently deductible, but would instead be added to the Company's basis in the TW Common it holds. The capitalization of OID to the TW Common basis would have the effect of recharacterizing ordinary interest deductions to capital losses or reduced capital gains.

The Company's ability to realize the tax benefit of future capital losses, if any, from the sale of the 21.6 million shares of TW Common currently held will depend on the timing of those sales, the value of TW Common stock when sold, and the extent of any other capital gains and losses.

Although the Company is protesting the contention of the IRS, the Company has established a tax reserve for this issue of $79 million. The Company has also reserved for other significant tax items including issues relating to acquisitions, capital cost recovery and certain positions taken with respect to state tax filings. The total amount reserved for the other items is approximately $31 million.

(11) COMMITMENTS AND CONTINGENCIES

(A) FUEL COMMITMENTS

Fuel commitments, excluding Texas Genco, include natural gas contracts related to the Company's natural gas distribution operations, which have various quantity requirements and durations that are not classified as non-trading derivatives assets and liabilities in the Company's Consolidated Balance Sheets as of December 31, 2004 as these contracts meet the SFAS No. 133 exception to be classified as "normal purchases contracts" or do not meet the definition of a derivative. Minimum payment obligations for natural gas supply contracts are approximately $807 million in 2005, $401 million in 2006, $193 million in 2007, $29 million in 2008 and $1 million in 2009.

(B) LEASE COMMITMENTS

The following table sets forth information concerning the Company's obligations, excluding Texas Genco, under non-cancelable long-term operating leases at December 31, 2004, which primarily consist of rental agreements for building space, data processing equipment and vehicles (in millions):

2005 .............   $ 25
2006 .............     21
2007 .............     18
2008 .............     14
2009 .............      6
2010 and beyond ..     26
                     ----
   Total .........   $110
                     ====

Total lease expense for all operating leases was $36 million, $35 million and $32 million during 2002, 2003 and 2004, respectively.

(C) LEGAL, ENVIRONMENTAL AND OTHER REGULATORY MATTERS

Legal Matters

RRI Indemnified Litigation

The Company, CenterPoint Houston or their predecessor, Reliant Energy, and certain of their former subsidiaries are named as defendants in several lawsuits described below. Under a master separation agreement between the Company and RRI, the Company and its subsidiaries are entitled to be indemnified by RRI for any losses, including attorneys' fees and other costs, arising out of the lawsuits described below under Electricity and Gas Market Manipulation Cases and Other Class Action Lawsuits. Pursuant to the indemnification obligation, RRI is defending the Company and its subsidiaries to the extent named in these lawsuits. The ultimate outcome of these matters cannot be predicted at this time.

65

Electricity and Gas Market Manipulation Cases. A large number of lawsuits have been filed against numerous market participants and remain pending in both federal and state courts in California and Nevada in connection with the operation of the electricity and natural gas markets in California and certain other western states in 2000-2001, a time of power shortages and significant increases in prices. These lawsuits, many of which have been filed as class actions, are based on a number of legal theories, including violation of state and federal antitrust laws, laws against unfair and unlawful business practices, the federal Racketeer Influenced Corrupt Organization Act, false claims statutes and similar theories and breaches of contracts to supply power to governmental entities. Plaintiffs in these lawsuits, which include state officials and governmental entities as well as private litigants, are seeking a variety of forms of relief, including recovery of compensatory damages (in some cases in excess of $1 billion), a trebling of compensatory damages and punitive damages, injunctive relief, restitution, interest due, disgorgement, civil penalties and fines, costs of suit, attorneys' fees and divestiture of assets. To date, some of these complaints have been dismissed by the trial court and are on appeal, several of which dismissals have been affirmed by the appellate courts, but most of the lawsuits remain in early procedural stages. The Company's former subsidiary, RRI, was a participant in the California markets, owning generating plants in the state and participating in both electricity and natural gas trading in that state and in western power markets generally. RRI, some of its subsidiaries and, in some cases, corporate officers of some of those companies have been named as defendants in these suits.

The Company or its predecessor, Reliant Energy, have been named in approximately 30 of these lawsuits, which were instituted between 2001 and 2004 and are pending in California state courts in Alameda County, Los Angeles County, San Francisco County, San Mateo County and San Diego County, in Nevada state court in Clark County, in federal district courts in San Francisco, San Diego, Los Angeles, Fresno, Sacramento and Nevada and before the Ninth Circuit Court of Appeals. However, the Company, CenterPoint Houston and Reliant Energy were not participants in the electricity or natural gas markets in California. The Company and Reliant Energy have been dismissed from certain of the lawsuits, either voluntarily by the plaintiffs or by order of the court and the Company believes it is not a proper defendant in the remaining cases and will continue to seek dismissal from such remaining cases. On July 6, 2004 and on October 12, 2004, the Ninth Circuit affirmed the Company's removal to federal district court of two electric cases brought by the California Attorney General and affirmed the federal court's dismissal of these cases based upon the filed rate doctrine and federal preemption.

Other Class Action Lawsuits. Fifteen class action lawsuits filed in May, June and July 2002 on behalf of purchasers of securities of RRI and/or Reliant Energy have been consolidated in federal district court in Houston. RRI and certain of its former and current executive officers are named as defendants. The consolidated complaint also names RRI , Reliant Energy, the underwriters of the initial public offering of RRI's common stock in May 2001 (RRI Offering), and RRI's and Reliant Energy's independent auditors as defendants. The consolidated amended complaint seeks monetary relief purportedly on behalf of purchasers of common stock of Reliant Energy or RRI during certain time periods ranging from February 2000 to May 2002, and purchasers of common stock that can be traced to the RRI Offering. The plaintiffs allege, among other things, that the defendants misrepresented their revenues and trading volumes by engaging in round-trip trades and improperly accounted for certain structured transactions as cash-flow hedges, which resulted in earnings from these transactions being accounted for as future earnings rather than being accounted for as earnings in fiscal year 2001. In January 2004 the trial judge dismissed the plaintiffs' allegations that the defendants had engaged in fraud, but claims based on alleged misrepresentations in the registration statement issued in the RRI Offering remain. In June 2004, the plaintiffs filed a motion for class certification, which the court granted in February 2005. The defendants have appealed the court's order certifying the class.

In February 2003, a lawsuit was filed by three individuals in federal district court in Chicago against CenterPoint Energy and certain former officers of RRI for alleged violations of federal securities laws. The plaintiffs in this lawsuit allege that the defendants violated federal securities laws by issuing false and misleading statements to the public, and that the defendants made false and misleading statements as part of an alleged scheme to artificially inflate trading volumes and revenues. In addition, the plaintiffs assert claims of fraudulent and negligent misrepresentation and violations of Illinois consumer law. In January 2004 the trial judge ordered dismissal of plaintiffs' claims on the ground that they did not set forth a claim. The plaintiffs filed an amended complaint in March 2004, which the defendants asked the court to dismiss. On August 18, 2004, the court granted the defendants' motion to dismiss with prejudice.

In May 2002, three class action lawsuits were filed in federal district court in Houston on behalf of participants in various employee benefits plans sponsored by Reliant Energy. Two of the lawsuits have been dismissed without prejudice. Reliant Energy and certain current and former members of its benefits committee are the remaining defendants in the third lawsuit. That lawsuit alleges that the defendants breached their fiduciary duties to various employee benefits plans, directly or indirectly sponsored by Reliant Energy, in violation of the Employee Retirement Income Security Act of 1974. The plaintiffs allege that the defendants permitted the plans to purchase or hold securities issued by Reliant Energy when it was imprudent to do so, including after the prices for such

66

securities became artificially inflated because of alleged securities fraud engaged in by the defendants. The complaint seeks monetary damages for losses suffered on behalf of the plans and a putative class of plan participants whose accounts held Reliant Energy or RRI securities, as well as restitution. In July 2004, another class action suit was filed in federal court on behalf of the Reliant Energy Savings Plan and a class consisting of participants in that plan against Reliant Energy and the Reliant Energy Benefits Committee. The allegations and the relief sought in the new suit are substantially similar to those in the previously pending suit; however, the new suit also alleges that Reliant Energy and its Benefits Committee breached their fiduciary duties to the Savings Plan and its participants by investing plan funds in Reliant Energy stock when Reliant Energy or its subsidiaries were allegedly manipulating the California energy market. On October 14, 2004, the plaintiff voluntarily dismissed the newly filed lawsuit.

In October 2002, a derivative action was filed in the federal district court in Houston against the directors and officers of the Company. The complaint set forth claims for breach of fiduciary duty, waste of corporate assets, abuse of control and gross mismanagement. Specifically, the shareholder plaintiff alleged that the defendants caused the Company to overstate its revenues through so-called "round trip" transactions. The plaintiff also alleged breach of fiduciary duty in connection with the spin-off of RRI and the RRI Offering. The complaint sought monetary damages on behalf of the Company as well as equitable relief in the form of a constructive trust on the compensation paid to the defendants. The Company's board of directors investigated that demand and similar allegations made in a June 28, 2002 demand letter sent on behalf of a Company shareholder. The second letter demanded that the Company take several actions in response to alleged round-trip trades occurring in 1999, 2000, and 2001. In June 2003, the board determined that these proposed actions would not be in the best interests of the Company. In March 2003, the court dismissed this case on the grounds that the plaintiff did not make an adequate demand on the Company before filing suit. Thereafter, the plaintiff sent another demand asserting the same claims.

The Company believes that none of the lawsuits described under Other Class Action Lawsuits has merit because, among other reasons, the alleged misstatements and omissions were not material and did not result in any damages to the plaintiffs.

Other Legal Matters

Texas Antitrust Actions. In July 2003, Texas Commercial Energy filed in federal court in Corpus Christi, Texas a lawsuit against Reliant Energy, the Company and CenterPoint Houston, as successors to Reliant Energy, Genco LP, RRI, Reliant Energy Solutions, LLC, several other RRI subsidiaries and a number of other participants in the Electric Reliability Council of Texas (ERCOT) power market. The plaintiff, a retail electricity provider with the ERCOT market, alleged that the defendants conspired to illegally fix and artificially increase the price of electricity in violation of state and federal antitrust laws and committed fraud and negligent misrepresentation. The lawsuit sought damages in excess of $500 million, exemplary damages, treble damages, interest, costs of suit and attorneys' fees. The plaintiff's principal allegations had previously been investigated by the Texas Utility Commission and found to be without merit. In June 2004, the federal court dismissed the plaintiff's claims and in July 2004, the plaintiff filed a notice of appeal. The Company is vigorously contesting the appeal. The ultimate outcome of this matter cannot be predicted at this time.

In February 2005, Utility Choice Electric filed in federal court in Houston, Texas a lawsuit against the Company, CenterPoint Houston, CenterPoint Energy Gas Services, Inc., CenterPoint Energy Alternative Fuels, Inc., Genco LP and a number of other participants in the ERCOT power market. The plaintiff, a retail electricity provider with the ERCOT market, alleged that the defendants conspired to illegally fix and artificially increase the price of electricity in violation of state and federal antitrust laws, intentionally interfered with prospective business relationships and contracts, and committed fraud and negligent misrepresentation. The plaintiff's principal allegations had previously been investigated by the Texas Utility Commission and found to be without merit. The Company intends to vigorously defend the case. The ultimate outcome of this matter cannot be predicted at this time.

Municipal Franchise Fee Lawsuits. In February 1996, the cities of Wharton, Galveston and Pasadena (Three Cities) filed suit in state district court in Harris County, Texas for themselves and a proposed class of all similarly situated cities in Reliant Energy's electric service area, against Reliant Energy and Houston Industries Finance, Inc. (formerly a wholly owned subsidiary of the Company's predecessor, Reliant Energy) alleging underpayment of municipal franchise fees. The plaintiffs claimed that they were entitled to 4% of all receipts of any kind for business conducted within these cities over the previous four decades. After a jury trial involving the Three Cities' claims (but not the class of cities), the trial court entered a judgment on the Three Cities' breach of contract claims for $1.7 million, including interest, plus an award of $13.7 million in legal fees. It also decertified the class. Following this ruling, 45 cities filed individual suits against Reliant Energy in the District Court of Harris County.

On February 27, 2003, a state court of appeals in Houston rendered an opinion reversing the judgment against the Company and rendering judgment that the Three Cities take nothing by their claims. The court of appeals held that all of the Three Cities' claims were barred by the jury's finding of laches, a defense similar to the statute of limitations, due to the Three Cities' having unreasonably

67

delayed bringing their claims during the more than 30 years since the alleged wrongs began. The court also held that the Three Cities were not entitled to recover any attorneys' fees. The Three Cities filed a petition for review to the Texas Supreme Court, which declined to hear the case. Thus, the Three Cities' claims have been finally resolved in the Company's favor, but the individual claims of the 45 cities remain pending in the same court.

Natural Gas Measurement Lawsuits. CERC Corp. and certain of its subsidiaries are defendants in a suit filed in 1997 under the Federal False Claims Act alleging mismeasurement of natural gas produced from federal and Indian lands. The suit seeks undisclosed damages, along with statutory penalties, interest, costs, and fees. The complaint is part of a larger series of complaints filed against 77 natural gas pipelines and their subsidiaries and affiliates. An earlier single action making substantially similar allegations against the pipelines was dismissed by the federal district court for the District of Columbia on grounds of improper joinder and lack of jurisdiction. As a result, the various individual complaints were filed in numerous courts throughout the country. This case has been consolidated, together with the other similar False Claims Act cases, in the federal district court in Cheyenne, Wyoming.

In addition, CERC Corp. and certain of its subsidiaries are defendants in two mismeasurement lawsuits brought against approximately 245 pipeline companies and their affiliates pending in state court in Stevens County, Kansas. In one case (originally filed in May 1999 and amended four times), the plaintiffs purport to represent a class of royalty owners who allege that the defendants have engaged in systematic mismeasurement of the volume of natural gas for more than 25 years. The plaintiffs amended their petition in this suit in July 2003 in response to an order from the judge denying certification of the plaintiffs' alleged class. In the amendment the plaintiffs dismissed their claims against certain defendants (including two CERC subsidiaries), limited the scope of the class of plaintiffs they purport to represent and eliminated previously asserted claims based on mismeasurement of the Btu content of the gas. The same plaintiffs then filed a second lawsuit, again as representatives of a class of royalty owners, in which they assert their claims that the defendants have engaged in systematic mismeasurement of the Btu content of natural gas for more than 25 years. In both lawsuits, the plaintiffs seek compensatory damages, along with statutory penalties, treble damages, interest, costs and fees. CERC and its subsidiaries believe that there has been no systematic mismeasurement of gas and that the suits are without merit. CERC does not expect that the ultimate outcome will have a material impact on the financial condition or results of operations of either the Company or CERC.

Gas Cost Recovery Litigation. In October 2002, a suit was filed in state district court in Wharton County, Texas against the Company, CERC, Entex Gas Marketing Company, and certain non-affiliated companies alleging fraud, violations of the Texas Deceptive Trade Practices Act, violations of the Texas Utilities Code, civil conspiracy and violations of the Texas Free Enterprise and Antitrust Act with respect to rates charged to certain consumers of natural gas in the State of Texas. Subsequently the plaintiffs added as defendants CenterPoint Energy Marketing Inc., CenterPoint Energy Gas Transmission Company, United Gas, Inc., Louisiana Unit Gas Transmission Company, CenterPoint Energy Pipeline Services, Inc., and CenterPoint Energy Trading and Transportation Group, Inc. The plaintiffs allege that defendants inflated the prices charged to certain consumers of natural gas. In February 2003, a similar suit was filed in state court in Caddo Parish, Louisiana against CERC with respect to rates charged to a purported class of certain consumers of natural gas and gas service in the State of Louisiana. In February 2004, another suit was filed in state court in Calcasieu Parish, Louisiana against CERC seeking to recover alleged overcharges for gas or gas services allegedly provided by Southern Gas Operations to a purported class of certain consumers of natural gas and gas service without advance approval by the LPSC. In October 2004, a similar case was filed in district court in Miller County, Arkansas against the Company, CERC, Entex Gas Marketing Company, CenterPoint Energy Gas Transmission Company, CenterPoint Energy Field Services, CenterPoint Energy Pipeline Services, Inc., Mississippi River Transmission Corp. and other non-affiliated companies alleging fraud, unjust enrichment and civil conspiracy with respect to rates charged to certain consumers of natural gas in at least the states of Arkansas, Louisiana, Mississippi, Oklahoma and Texas. At the time of the filing of each of the Caddo and Calcasieu Parish cases, the plaintiffs in those cases filed petitions with the LPSC relating to the same alleged rate overcharges. The Caddo and Calcasieu Parish cases have been stayed pending the resolution of the respective proceedings by the LPSC. The plaintiffs in the Miller County case seek class certification, but the proposed class has not been certified. In November 2004, the Miller County case was removed to federal district court in Texarkana, Arkansas. In February 2005, the Wharton County case was removed to federal district court in Houston, Texas, and in March 2005, the plaintiffs in the Wharton County case moved to dismiss the case and agreed not to refile the claims asserted unless the Miller County case is not certified as a class action or is later decertified. The range of relief sought by the plaintiffs in these cases includes injunctive and declaratory relief, restitution for the alleged overcharges, exemplary damages or trebling of actual damages, civil penalties and attorney's fees. In these cases, the Company, CERC and their affiliates deny that they have overcharged any of their customers for natural gas and believe that the amounts recovered for purchased gas have been in accordance with what is permitted by state regulatory authorities. The Company and CERC do not anticipate that the outcome of these matters will have a material impact on the financial condition or results of operations of either the Company or CERC.

68

Texas Genco Shareholder Litigation. On July 23, 2004, two plaintiffs, both Texas Genco shareholders, filed virtually identical lawsuits in Harris County, Texas district court. These suits, purportedly brought on behalf of holders of Texas Genco common stock, name Texas Genco and each of that company's directors as defendants. Both plaintiffs allege, among other things, self-dealing and breach of fiduciary duty by the defendants in entering into the July 2004 agreement to sell Texas Genco. As part of their allegations of self- dealing, both plaintiffs claim that the board of directors of Texas Genco is controlled by CenterPoint Energy, that the defendants improperly concealed results of Texas Genco's results of operations for the second quarter of 2004 until after the transaction agreement was announced and that, in order to aid CenterPoint Energy, the Texas Genco board only searched for acquirers who would offer all-cash consideration. Plaintiffs seek to enjoin the transaction or, alternatively, rescind the transaction and/or recover damages in the event that the transaction is consummated. In August 2004, the cases were consolidated in state district court in Harris County, Texas. Although the defendants continue to deny liability, in February 2005, all parties entered into a Memorandum of Understanding to settle the lawsuit based upon supplemental disclosures made by Texas Genco and the extension of the deadline for the exercise of shareholder dissenters' rights. The settlement is subject to the parties' preparation of a stipulation of settlement and court approval of the settlement.

ENVIRONMENTAL MATTERS

Hydrocarbon Contamination. CERC Corp. and certain of its subsidiaries are among the defendants in lawsuits filed beginning in August 2001 in Caddo Parish and Bossier Parish, Louisiana. The suits allege that, at some unspecified date prior to 1985, the defendants allowed or caused hydrocarbon or chemical contamination of the Wilcox Aquifer, which lies beneath property owned or leased by certain of the defendants and which is the sole or primary drinking water aquifer in the area. The primary source of the contamination is alleged by the plaintiffs to be a gas processing facility in Haughton, Bossier Parish, Louisiana known as the "Sligo Facility," which was formerly operated by a predecessor in interest of CERC Corp. This facility was purportedly used for gathering natural gas from surrounding wells, separating gasoline and hydrocarbons from the natural gas for marketing, and transmission of natural gas for distribution.

Beginning about 1985, the predecessors of certain CERC Corp. defendants engaged in a voluntary remediation of any subsurface contamination of the groundwater below the property they owned or leased. This work has been done in conjunction with and under the direction of the Louisiana Department of Environmental Quality. The plaintiffs seek monetary damages for alleged damage to the aquifer underlying their property, unspecified alleged personal injuries, alleged fear of cancer, alleged property damage or diminution of value of their property, and, in addition, seek damages for trespass, punitive, and exemplary damages. The Company believes the ultimate cost associated with resolving this matter will not have a material impact on the financial condition or results of operations of either the Company or CERC.

Manufactured Gas Plant Sites. CERC and its predecessors operated manufactured gas plants (MGP) in the past. In Minnesota, CERC has completed remediation on two sites, other than ongoing monitoring and water treatment. There are five remaining sites in CERC's Minnesota service territory. CERC believes that it has no liability with respect to two of these sites.

At December 31, 2004, CERC had accrued $18 million for remediation of certain Minnesota sites. At December 31, 2004, the estimated range of possible remediation costs for these sites was $7 million to $42 million based on remediation continuing for 30 to 50 years. The cost estimates are based on studies of a site or industry average costs for remediation of sites of similar size. The actual remediation costs will be dependent upon the number of sites to be remediated, the participation of other potentially responsible parties (PRP), if any, and the remediation methods used. CERC has utilized an environmental expense tracker mechanism in its rates in Minnesota to recover estimated costs in excess of insurance recovery. As of December 31, 2004, CERC has collected or accrued $13 million from insurance companies and ratepayers to be used for future environmental remediation.

In addition to the Minnesota sites, the United States Environmental Protection Agency and other regulators have investigated MGP sites that were owned or operated by CERC or may have been owned by one of its former affiliates. CERC has not been named by these agencies as a PRP for any of those sites. CERC has been named as a defendant in lawsuits under which contribution is sought for the cost to remediate former MGP sites based on the previous ownership of such sites by former affiliates of CERC or its divisions. The Company is investigating details regarding these sites and the range of environmental expenditures for potential remediation. However, CERC believes it is not liable as a former owner or operator of those sites under the Comprehensive Environmental, Response, Compensation and Liability Act of 1980, as amended, and applicable state statutes, and is vigorously contesting those suits.

Mercury Contamination. The Company's pipeline and distribution operations have in the past employed elemental mercury in measuring and regulating equipment. It is possible that small amounts of mercury may have been spilled in the course of normal maintenance and replacement operations and that these spills may have contaminated the immediate area with elemental mercury.

69

This type of contamination has been found by the Company at some sites in the past, and the Company has conducted remediation at these sites. It is possible that other contaminated sites may exist and that remediation costs may be incurred for these sites. Although the total amount of these costs cannot be known at this time, based on experience by the Company and that of others in the natural gas industry to date and on the current regulations regarding remediation of these sites, the Company believes that the costs of any remediation of these sites will not be material to the Company's financial condition, results of operations or cash flows.

Asbestos. A number of facilities owned by the Company contain significant amounts of asbestos insulation and other asbestos-containing materials. The Company or its subsidiaries have been named, along with numerous others, as a defendant in lawsuits filed by a large number of individuals who claim injury due to exposure to asbestos. Most claimants in such litigation have been workers who participated in construction of various industrial facilities, including power plants. Some of the claimants have worked at locations owned by the Company, but most existing claims relate to facilities previously owned by the Company but currently owned by Texas Genco LLC. The Company anticipates that additional claims like those received may be asserted in the future. Under the terms of the separation agreement between the Company and Texas Genco, ultimate financial responsibility for uninsured losses relating to these claims has been assumed by Texas Genco, but under the terms of its agreement to sell Texas Genco to Texas Genco LLC, the Company has agreed to continue to defend such claims to the extent they are covered by insurance maintained by the Company, subject to reimbursement of the costs of such defense from Texas Genco LLC. Although their ultimate outcome cannot be predicted at this time, the Company intends to continue vigorously contesting claims that it does not consider to have merit and does not believe, based on its experience to date, that these matters, either individually or in the aggregate, will have a material adverse effect on the Company's financial condition, results of operations or cash flows.

Other Environmental. From time to time the Company has received notices from regulatory authorities or others regarding its status as a PRP in connection with sites found to require remediation due to the presence of environmental contaminants. In addition, the Company has been named from time to time as a defendant in litigation related to such sites. Although the ultimate outcome of such matters cannot be predicted at this time, the Company does not believe, based on its experience to date, that these matters, either individually or in the aggregate, will have a material adverse effect on the Company's financial condition, results of operations or cash flows.

OTHER PROCEEDINGS

The Company is involved in other legal, environmental, tax and regulatory proceedings before various courts, regulatory commissions and governmental agencies regarding matters arising in the ordinary course of business. Some of these proceedings involve substantial amounts. The Company's management regularly analyzes current information and, as necessary, provides accruals for probable liabilities on the eventual disposition of these matters. The Company's management believes that the disposition of these matters will not have a material adverse effect on the Company's financial condition, results of operations or cash flows.

TEXAS GENCO MATTERS

Nuclear Insurance. Texas Genco and the other owners of the South Texas Project maintain nuclear property and nuclear liability insurance coverage as required by law and periodically review available limits and coverage for additional protection. The owners of the South Texas Project currently maintain $2.75 billion in property damage insurance coverage, which is above the legally required minimum, but is less than the total amount of insurance currently available for such losses.

Under the Price Anderson Act, the maximum liability to the public of owners of nuclear power plants was $10.8 billion as of December 31, 2004. Owners are required under the Price Anderson Act to insure their liability for nuclear incidents and protective evacuations. Texas Genco and the other owners currently maintain the required nuclear liability insurance and participate in the industry retrospective rating plan under which the owners of the South Texas Project are subject to maximum retrospective assessments in the aggregate per incident of up to $100.6 million per reactor. The owners are jointly and severally liable at a rate not to exceed $10 million per reactor per year per incident.

There can be no assurance that all potential losses or liabilities associated with the South Texas Project will be insurable, or that the amount of insurance will be sufficient to cover them. Any substantial losses not covered by insurance would have a material effect on Texas Genco's financial condition, results of operations and cash flows.

Nuclear Decommissioning. CenterPoint Houston, as collection agent for the nuclear decommissioning charge assessed on its transmission and distribution customers, contributed $2.9 million in 2004 to trusts established to fund Texas Genco's share of the decommissioning costs for the South Texas Project, and expects to contribute $2.9 million in 2005. There are various investment

70

restrictions imposed upon Texas Genco by the Texas Utility Commission and the NRC relating to Texas Genco's nuclear decommissioning trusts. Texas Genco and CenterPoint Houston have each appointed two members to the Nuclear Decommissioning Trust Investment Committee which establishes the investment policy of the trusts and oversees the investment of the trusts' assets. The securities held by the trusts for decommissioning costs had an estimated fair value of $216 million as of December 31, 2004, of which approximately 36% were fixed-rate debt securities and the remaining 64% were equity securities. In May 2004, an outside consultant estimated Texas Genco's portion of decommissioning costs to be approximately $456 million. While the funding levels currently exceed minimum NRC requirements, no assurance can be given that the amounts held in trust will be adequate to cover the actual decommissioning costs of the South Texas Project. Such costs may vary because of changes in the assumed date of decommissioning and changes in regulatory requirements, technology and costs of labor, materials and equipment. Pursuant to the Texas electric restructuring law, costs associated with nuclear decommissioning that were not recovered as of January 1, 2002, will continue to be subject to cost-of-service rate regulation and will be charged to transmission and distribution customers of CenterPoint Houston or its successor.

(12) ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair values of cash and cash equivalents, investments in debt and equity securities classified as "available-for-sale" and "trading" in accordance with SFAS No. 115, and short-term borrowings are estimated to be approximately equivalent to carrying amounts and have been excluded from the table below. The fair values of non-trading derivative assets and liabilities are equivalent to their carrying amounts in the Consolidated Balance Sheets at December 31, 2003 and 2004 and have been determined using quoted market prices for the same or similar instruments when available or other estimation techniques (see Note 5). Therefore, these financial instruments are stated at fair value and are excluded from the table below.

                                                   DECEMBER 31, 2003   DECEMBER 31, 2004
                                                  ------------------   -----------------
                                                  CARRYING    FAIR     CARRYING    FAIR
                                                   AMOUNT     VALUE     AMOUNT     VALUE
                                                  --------   -------   --------   ------
                                                              (IN MILLIONS)
Financial liabilities:
   Long-term debt (excluding capital leases) ..    $10,820   $11,325    $8,913    $9,601

71

(13) EARNINGS PER SHARE

The following table reconciles numerators and denominators of the Company's basic and diluted earnings per share (EPS) calculations:

                                                                                 FOR THE YEAR ENDED DECEMBER 31,
                                                                           ------------------------------------------
                                                                               2002           2003           2004
                                                                           ------------   ------------   ------------
                                                                             (IN MILLIONS, EXCEPT PER SHARE AND SHARE
                                                                                             AMOUNTS)
Basic EPS calculation:
   Income from continuing operations before extraordinary loss .........   $        482   $        409   $        205
   Income (loss) from discontinued operations, net of tax ..............         (4,402)            75           (133)
   Extraordinary loss, net of tax ......................................             --             --           (977)
                                                                           ------------   ------------   ------------
   Net income (loss) ...................................................   $     (3,920)  $        484   $       (905)
                                                                           ============   ============   ============
Weighted average shares outstanding ....................................    297,997,000    303,867,000    307,185,000
Basic EPS:
   Income from continuing operations before extraordinary loss .........   $       1.62   $       1.35   $       0.67
   Income (loss) from discontinued operations, net of tax ..............         (14.78)          0.24          (0.43)
   Extraordinary loss, net of tax ......................................             --             --          (3.18)
                                                                           ------------   ------------   ------------
   Net income (loss) ...................................................   $     (13.16)  $       1.59   $      (2.94)
                                                                           ============   ============   ============
Diluted EPS calculation:
   Net income (loss) ...................................................   $     (3,920)  $        484   $       (905)
   Plus: Income impact of assumed conversions:
      Interest on 3 1/4% contingently convertible senior notes .........             --              9             14
      Interest on 6 1/4% convertible trust preferred securities ........             --             --             --
                                                                           ------------   ------------   ------------
   Total earnings effect assuming dilution .............................   $     (3,920)  $        493   $       (891)
                                                                           ============   ============   ============
Weighted average shares outstanding ....................................    297,997,000    303,867,000    307,185,000
   Plus: Incremental shares from assumed conversions(1) Stock options ..        846,000        851,000      1,203,000
      Restricted stock .................................................        784,000      1,484,000      1,447,000
      3 1/4% convertible senior notes ..................................             --     30,745,000     49,655,000
      6 1/4% convertible trust preferred securities ....................         17,000         18,000         16,000
                                                                           ------------   ------------   ------------
   Weighted average shares assuming dilution ...........................    299,644,000    336,965,000    359,506,000
                                                                           ============   ============   ============
Diluted EPS:
   Income from continuing operations before extraordinary loss .........   $       1.61   $       1.24   $       0.61
   Income (loss) from discontinued operations, net of tax ..............         (14.69)          0.22          (0.37)
   Extraordinary loss, net of tax ......................................             --             --          (2.72)
                                                                           ------------   ------------   ------------
   Net income (loss) ...................................................   $     (13.08)  $       1.46   $      (2.48)
                                                                           ============   ============   ============


(1) Options to purchase 9,709,272, 10,106,673 and 11,892,508 shares were outstanding for the years ended December 31, 2002, 2003 and 2004, respectively, but were not included in the computation of diluted EPS because the options' exercise price was greater than the average market price of the common shares for the respective years.

The Company's $575 million contingently convertible notes are included in the calculation of diluted earnings per share pursuant to EITF 04-8. The Company's $255 million contingently convertible notes are not included in the calculation of diluted earnings per share because the terms of this debt instrument were modified prior to December 31, 2004 to provide for only cash settlement of the principal amount upon conversion as required by EITF 04-8. Diluted earnings per share for 2003 has been restated for the adoption of EITF 04-8 effective December 31, 2004. See Note 2(n) for further discussion of the Company's adoption of EITF 04-8.

(14) UNAUDITED QUARTERLY INFORMATION

As discussed in Note 17, the unaudited quarterly financial data for the interim periods ended March 31, 2004, June 30, 2004, September 30, 2004 and December 31, 2004 have been restated from amounts previously reported.

The consolidated financial statements have been prepared to reflect the effect of the RRI Distribution, the sale of the Company's remaining Latin America operations, the sale of CEMS and the sale of Texas Genco as described in Note 3. Accordingly, the consolidated financial statements present the RRI and Texas Genco businesses and the Company's Latin America and CEMS operations as discontinued operations, in accordance with SFAS No. 144.

72

Summarized quarterly financial data for the years ended December 31, 2003 and 2004 is as follows:

                                                  YEAR ENDED DECEMBER 31, 2003
                                             ---------------------------------------
                                               FIRST     SECOND    THIRD     FOURTH
                                              QUARTER   QUARTER   QUARTER   QUARTER
                                              -------   -------   -------   -------
                                             (IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
Revenues .................................     $2,548   $1,517     $1,608    $2,117
Operating income .........................        369      290        418       278
Income from continuing operations ........        122       93        147        47
Discontinued operations, net of tax ......         47      (30)        35        23
                                               ------   ------     ------    ------
Net income ...............................     $  169   $   63     $  182    $   70
                                               ======   ======     ======    ======
Basic earnings per share:(1)
   Income from continuing operations .....     $ 0.40   $ 0.31     $ 0.48    $ 0.15
   Discontinued operations, net of tax ...       0.16    (0.10)      0.12      0.08
                                               ------   ------     ------    ------
   Net income ............................     $ 0.56   $ 0.21     $ 0.60    $ 0.23
                                               ======   ======     ======    ======
Diluted earnings per share:(1)
   Income from continuing operations .....     $ 0.40   $ 0.29     $ 0.42    $ 0.14
   Discontinued operations, net of tax ...       0.16    (0.09)      0.10      0.07
                                               ------   ------     ------    ------
   Net income ............................     $ 0.56   $ 0.20     $ 0.52    $ 0.21
                                               ======   ======     ======    ======

                                                        YEAR ENDED DECEMBER 31, 2004
                                                  ---------------------------------------
                                                    FIRST     SECOND    THIRD     FOURTH
                                                   QUARTER   QUARTER   QUARTER   QUARTER
                                                   -------   -------   -------   -------
                                                  (IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
Revenues ......................................     $2,402   $1,593    $ 1,567   $2,437
Operating income ..............................        240      186        207      231
Income (loss) from continuing operations ......         29       (3)        17      162
Discontinued operations, net of tax ...........         45       60       (259)      21
Extraordinary loss, net of tax ................         --       --       (894)     (83)
                                                    ------   ------    -------   ------
Net income (loss) .............................     $   74   $   57    $(1,136)  $  100
                                                    ======   ======    =======   ======
Basic earnings (loss) per share:(1)
   Income (loss) from continuing operations ...     $ 0.09   $(0.01)   $  0.05   $ 0.53
   Discontinued operations, net of tax ........       0.15     0.20      (0.84)    0.07
   Extraordinary loss, net of tax .............         --       --      (2.90)   (0.27)
                                                    ------   ------    -------   ------
   Net income (loss) ..........................     $ 0.24   $ 0.19    $ (3.69)  $ 0.33
                                                    ======   ======    =======   ======
Diluted earnings (loss) per share:(1)
   Income (loss) from continuing operations ...     $ 0.09   $(0.01)   $  0.05   $ 0.46
   Discontinued operations, net of tax ........       0.13     0.20      (0.83)    0.06
   Extraordinary loss, net of tax .............         --       --      (2.88)   (0.23)
                                                    ------   ------    -------   ------
   Net income (loss) ..........................     $ 0.22   $ 0.19    $ (3.66)  $ 0.29
                                                    ======   ======    =======   ======


(1) Quarterly earnings per common share are based on the weighted average number of shares outstanding during the quarter, and the sum of the quarters may not equal annual earnings per common share. The Company's $575 million contingently convertible notes are not included in the calculation of diluted earnings per share during the first three quarters of 2004 as they were anti-dilutive due to lower income from continuing operations in these periods. However, the $575 million contingently convertible notes are included in the calculation of diluted earnings per share for the fourth quarter of 2004 and the year ended December 31, 2004 as they are dilutive.

(15) REPORTABLE BUSINESS SEGMENTS

The Company's determination of reportable business segments considers the strategic operating units under which the Company manages sales, allocates resources and assesses performance of various products and services to wholesale or retail customers in differing regulatory environments. The accounting policies of the business segments are the same as those described in the summary of significant accounting policies except that some executive benefit costs have not been allocated to business segments.

The Company's reportable business segments include the following: Electric Transmission & Distribution, Natural Gas Distribution, Pipelines and Gathering and Other Operations. The electric transmission and distribution function (CenterPoint Houston) is reported in the Electric Transmission & Distribution business segment. Natural Gas Distribution consists of intrastate natural gas sales to, and natural gas transportation and distribution for, residential, commercial, industrial and institutional customers and non-rate

73

regulated retail gas marketing operations for commercial and industrial customers. Pipelines and Gathering includes the interstate natural gas pipeline operations and the natural gas gathering and pipeline services businesses. Other Operations consists primarily of other corporate operations which support all of the Company's business operations. Reportable business segments presented herein do not include the operations of RRI which are presented as discontinued operations within these consolidated financial statements. The Company's Latin America operations and its energy management services business, which were previously reported in the Other Operations business segment, are presented as discontinued operations within these consolidated financial statements. Additionally, the Company's generation operations, which were previously reported in the Electric Generation business segment, are presented as discontinued operations within these consolidated financial statements.

Long-lived assets include net property, plant and equipment, net goodwill and other intangibles and equity investments in unconsolidated subsidiaries. The Company accounts for intersegment sales as if the sales were to third parties, that is, at current market prices.

Financial data for business segments and products and services are as follows:

                                          ELECTRIC        NATURAL    PIPELINES
                                       TRANSMISSION &       GAS         AND        OTHER    DISCONTINUED   RECONCILING
                                        DISTRIBUTION   DISTRIBUTION  GATHERING  OPERATIONS   OPERATIONS   ELIMINATIONS  CONSOLIDATED
                                       --------------  ------------  ---------  ----------  ------------  ------------  ------------
                                                                               (IN MILLIONS)
AS OF AND FOR THE YEAR ENDED
   DECEMBER 31, 2002:
Revenues from external
   customers(1) .....................    $ 2,222(2)      $3,953(3)   $  255(4)   $    8        $   --       $    --        $ 6,438
Intersegment revenues ...............         --              7         119          22            --          (148)            --
Depreciation and amortization .......        271            126          41          20            --            --            458
Operating income (loss) .............      1,096            198         153          (7)           --            --          1,440
Total assets ........................      9,321          4,428       2,500       1,345         4,594        (1,553)        20,635
Expenditures for long-lived assets ..        261            196          70          39           258            --            824
AS OF AND FOR THE YEAR ENDED
   DECEMBER 31, 2003:
Revenues from external
   customers(1) .....................    $ 2,124(2)      $5,406(3)   $  244(4)   $   16        $   --       $    --        $ 7,790
Intersegment revenues ...............         --             29         163          12            --          (204)            --
Depreciation and amortization .......        270            136          40          20            --            --            466
Operating income (loss) .............      1,020            202         158         (25)           --            --          1,355
Total assets ........................     10,387          4,661       2,519       1,746         4,244        (2,096)        21,461
Expenditures for long-lived assets ..        218            199          66          14           162            --            659
AS OF AND FOR THE YEAR ENDED
   DECEMBER 31, 2004:
Revenues from external customers ....    $ 1,521(2)      $6,170(3)   $  306(4)   $    2        $   --       $    --        $ 7,999
Intersegment revenues ...............         --              3         145           5            --          (153)            --
Depreciation and amortization .......        284            143          44          19            --            --            490
Operating income (loss) .............        494            222         180         (32)           --            --            864
Total assets ........................      8,783          4,732       2,637       2,794(5)      1,565        (2,415)        18,096
Expenditures for long-lived assets ..        235            197          73          25            74            --            604


(1) Revenues from external customers for the Electric Transmission & Distribution business segment include ECOM revenues of $697 million and $661 million for 2002 and 2003, respectively.

(2) Sales to subsidiaries of RRI in 2002, 2003 and 2004 represented approximately $820 million, $948 million and $882 million, respectively, of CenterPoint Houston's transmission and distribution revenues. RRI has been presented as discontinued operations in these consolidated financial statements.

(3) Sales to Texas Genco in 2002, 2003 and 2004 represented approximately $26 million, $28 million and $20 million, respectively, of the Natural Gas Distribution business segment's revenues from external customers. Texas Genco has been presented as discontinued operations in these consolidated financial statements.

(4) Sales to Texas Genco in 2002, 2003 and 2004 represented approximately $2 million, $3 million and $2 million, respectively, of the Pipelines and Gathering business segment's revenues from external customers. Texas Genco has been presented as discontinued operations in these consolidated financial statements.

74

(5) Included in total assets of Other Operations as of December 31, 2004 is a pension asset of $610 million. See Note 9 for further discussion.

                                      YEAR ENDED DECEMBER 31,
                                     ------------------------
                                      2002     2003     2004
                                     ------   ------   ------
                                           (IN MILLIONS)
Revenues by Products and Services:
Electric delivery sales...........   $1,525   $1,463   $1,521
ECOM revenue......................      697      661       --
Retail gas sales..................    3,858    5,311    6,072
Gas transport.....................      255      244      306
Energy products and services......      103      111      100
                                     ------   ------   ------
   Total .........................   $6,438   $7,790   $7,999
                                     ======   ======   ======

(16) SUBSEQUENT EVENT

On January 26, 2005, the Company's board of directors declared a dividend of $0.10 per share of common stock payable on March 10, 2005 to shareholders of record as of the close of business on February 16, 2005. On March 3, 2005, the Company's board of directors declared a dividend of $0.10 per share of common stock payable on March 31, 2005 to shareholders of record as of the close of business on March 16, 2005. This additional first quarter dividend was declared in lieu of the regular second quarter dividend to address technical restrictions that might limit the Company's ability to pay a regular dividend during the second quarter of 2005. Due to the limitations imposed under the 1935 Act, the Company may declare and pay dividends only from earnings in the specific quarter in which the dividend is paid, absent specific authorization from the Securities and Exchange Commission. As a result of the seasonal nature of the Company's utility businesses, the second quarter historically provides the smallest contribution to the Company's annual earnings, while the first quarter generally provides a significant contribution to the Company's annual earnings.

(17) RESTATEMENT

Subsequent to the issuance of the Company's consolidated financial statements for the year ended December 31, 2004, CenterPoint Energy determined that, during 2004, certain transactions involving purchases and sales of natural gas among divisions within its Natural Gas Distribution segment were not properly eliminated in the consolidated financial statements. Consequently, revenues and natural gas expenses during 2004 were each overstated by approximately $511 million. As a result, the accompanying 2004 consolidated financial statements have been restated from the amounts previously reported to reflect the elimination of interdivision purchases and sales of natural gas. There was no effect on the Company's previously reported operating income, net income, earnings per share or net cash flows for 2004 for this item.

The Company also determined that it should not have presented the cash flows associated with discontinued operations as a single line item in its 2002, 2003 and 2004 Statements of Consolidated Cash Flows. As a result, the accompanying Statements of Consolidated Cash Flows have been restated from the amounts previously reported to reflect the cash flows of discontinued operations within the respective categories of operating, investing and financing activities. This restatement did not affect the Company's total net change in cash and cash equivalents.

75

A summary of the significant effects of the restatements is as follows:

                                             YEAR ENDED DECEMBER 31, 2004
                                         ------------------------------------
                                         AS RESTATED   AS PREVIOUSLY REPORTED
                                         -----------   ----------------------
                                                     (IN MILLIONS)
STATEMENTS OF CONSOLIDATED OPERATIONS:
   Revenues...........................      $7,999             $8,510
   Expenses: Natural gas..............       5,013              5,524
   Total expenses.....................       7,135              7,646

                                                          AS OF DECEMBER 31, 2004
                                                   ------------------------------------
                                                   AS RESTATED   AS PREVIOUSLY REPORTED
                                                   -----------   ----------------------
                                                               (IN MILLIONS)
CONSOLIDATED BALANCE SHEETS:
   Accounts receivable, net.....................     $   674             $   742
   Total current assets.........................       2,771               2,837
   Total assets.................................      18,096              18,162
   Accounts payable.............................         802                 868
   Total current liabilities....................       5,121               5,187
   Total liabilities and shareholders' equity...      18,096              18,162

                                                      YEAR ENDED DECEMBER 31,    YEAR ENDED DECEMBER 31,    YEAR ENDED DECEMBER 31,
                                                               2002                       2003                       2004
                                                     ------------------------   ------------------------   ------------------------
                                                        AS      AS PREVIOUSLY      AS      AS PREVIOUSLY      AS      AS PREVIOUSLY
                                                     RESTATED      REPORTED     RESTATED      REPORTED     RESTATED      REPORTED
                                                     --------   -------------   --------   -------------   --------   -------------
                                                                                      (IN MILLIONS)
STATEMENTS OF CONSOLIDATED CASH FLOWS:
Operating activities:
   Net cash provided by (used in) operating
      activities of discontinued operations.......    $(120)        $  --        $ 245         $  --       $   355       $    --
   Net cash provided by operating activities......      335           455          894           650           736           381
Investing activities:
   Funds held for purchase of additional interest
      in South Texas Project......................       --            --           --            --          (191)           --
   Capital expenditures...........................     (824)         (566)        (659)         (496)         (604)         (530)
   Net cash provided by (used in) investing
      activities..................................     (772)         (513)        (661)         (504)        1,466         1,709
Financing activities:
   Payment of common stock dividends by
      subsidiary..................................       --            --          (15)            --          (15)           --
   Net cash provided by (used in) financing
      activities..................................      723           723         (450)         (434)       (2,124)       (2,107)
Net cash provided by (used in) discontinued
      operations..................................       --          (379)          --            72            --            95

76

ITEM 9A. CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

In accordance with Exchange Act Rules 13a-15 and 15d-15, we have re-evaluated, under the supervision and with the participation of management, including our principal executive officer and principal financial officer, the effectiveness of our disclosure controls and procedures (as such term is defined in Rule 13(a)-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation, our principal executive officer and principal financial officer concluded that, solely because of the material weakness described below, our disclosure controls and procedures were not effective as of December 31, 2004. This conclusion is different than the conclusion disclosed in the original filing of our Annual Report on Form 10-K for the fiscal year ended December 31, 2004 in which management concluded that our disclosure controls and procedures were effective. As a result of the material weakness described below, which was identified subsequent to the original filing of our Annual Report on Form 10-K for the fiscal year ended December 31, 2004, management has re-evaluated the effectiveness of our disclosure controls and procedures.

We determined that, during 2004, certain transactions involving purchases and sales of natural gas among divisions within our Natural Gas Distribution segment were not properly eliminated in the consolidated financial statements. Consequently, revenues and natural gas expenses during 2004 were each overstated by approximately $511 million and management concluded that a restatement of the 2004 consolidated financial statements was necessary to correct this error. Subsequent to the period covered by this report, in connection with the discovery of the error described above and the conclusion that we had a material weakness in our internal control over financial reporting related to ineffective controls over the process of eliminating certain interdivision purchases and sales of natural gas within our Natural Gas Distribution segment in the consolidation process, we improved procedures related to the recording and reporting of purchases and sales of natural gas, including increased review and approval controls by senior financial personnel over the personnel that will prepare the accruals and enhanced analysis of the recorded activity, including ensuring that intercompany activity is properly eliminated in consolidation.

"Management's Annual Report on Internal Control over Financial Reporting (as revised)" appears on page 28 of this Annual Report on Form 10-K/A. There has been no change in our internal control over financial reporting that occurred during the three months ended December 31, 2004 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. However, subsequent to the date of filing our original Annual Report on Form 10-K for the fiscal year ended December 31, 2004, we took the remedial action described above.

77

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this Annual Report on Form 10-K/A:

(1) Financial Statements.

The following consolidated financial statements are included at the indicated pages in this Annual Report on Form 10-K/A and incorporated in this Item 15(a) by reference:

Statements of Consolidated Operations for the Three Years Ended
   December 31, 2004 (as restated).................................   29
Statements of Consolidated Comprehensive Income for the Three Years
   Ended December 31, 2004.........................................   30
Consolidated Balance Sheets at December 31, 2004 and 2003
   (as restated)...................................................   31
Statements of Consolidated Cash Flows for the Three Years Ended
   December 31, 2004 (as restated).................................   32
Statements of Consolidated Shareholders' Equity for the Three Years
   Ended December 31, 2004.........................................   33
Notes to Consolidated Financial Statements.........................   34
Report of Independent Registered Public Accounting Firm............   25

(2) Financial Statement Schedules for the Three Years Ended December 31, 2004.

Report of Independent Registered Public Accounting Firm............   79
I -- Condensed Financial Information of CenterPoint Energy, Inc.
   (Parent Company)................................................   80
II -- Qualifying Valuation Accounts................................   86

The following schedules are omitted because of the absence of the conditions under which they are required or because the required information is included in the financial statements:

III, IV and V.

(3) Exhibits.

See Index of Exhibits beginning on page 88.

78

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of CenterPoint Energy, Inc. and Subsidiaries:

We have audited the consolidated financial statements of CenterPoint Energy, Inc. and subsidiaries (the Company) as of December 31, 2004 and 2003, and for each of the three years in the period ended December 31, 2004, and have issued our report dated March 15, 2005, January 10, 2006, as to the effects of the restatement discussed in Note 17 (which report expresses an unqualified opinion and includes explanatory paragraphs relating to the Company's presentation of its electric generating operations as discontinued operations and the restatement discussed in Note 17 to the consolidated financial statements), and management's assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2004, and have issued our report dated March 15, 2005, January 10, 2006 as to the effects of the material weakness described in management's report (which report expresses an adverse opinion on the effectiveness of internal control over financial reporting); such reports are included elsewhere in this Form 10-K/A. Our audits also included the consolidated financial statement schedules the Company listed in the index at Item 15 (a)(2). These consolidated financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, such consolidated financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

DELOITTE & TOUCHE LLP
Houston, Texas

March 15, 2005

79

CENTERPOINT ENERGY, INC.

SCHEDULE I -- CONDENSED FINANCIAL INFORMATION OF
CENTERPOINT ENERGY, INC. (PARENT COMPANY)

STATEMENTS OF OPERATIONS

                                              FOR THE PERIOD
                                            SEPTEMBER 1, 2002      FOR THE YEAR        FOR THE YEAR
                                                 THROUGH              ENDED               ENDED
                                            DECEMBER 31, 2002   DECEMBER 31, 2003   DECEMBER 31, 2004
                                            -----------------   -----------------   -----------------
                                                                  (IN THOUSANDS)
Equity Income (Losses) of Subsidiaries ..      $    (4,907)         $ 850,394           $ 707,047
Interest Income from Subsidiaries .......           29,878             63,266              21,568
Loss on Disposal of Subsidiary ..........       (4,371,464)                --            (365,716)
Loss on Indexed Debt Securities .........           (7,964)           (96,473)            (20,232)
Operation and Maintenance Expenses ......           (5,793)           (12,944)            (21,042)
Depreciation and Amortization ...........           (5,978)           (14,029)               (311)
Taxes Other than Income .................           (6,024)            (5,091)               (186)
Interest Expense to Subsidiaries ........          (31,198)           (93,100)            (79,590)
Interest Expense ........................         (188,027)          (393,717)           (303,493)
Income Tax Benefit ......................           64,916            185,361             134,587
Extraordinary Loss, net of tax ..........               --                 --            (977,336)
                                               -----------          ---------           ---------
Net Income (Loss) .......................      $(4,526,561)         $ 483,667           $(904,704)
                                               ===========          =========           =========

See CenterPoint Energy, Inc. and Subsidiaries Notes to Consolidated Financial Statements in Part II, Item 8

80

CENTERPOINT ENERGY, INC.

SCHEDULE I -- CONDENSED FINANCIAL INFORMATION OF
CENTERPOINT ENERGY, INC. (PARENT COMPANY)
BALANCE SHEETS

                                                         DECEMBER 31,   DECEMBER 31,
                                                             2003           2004
                                                         ------------   ------------
                                                                (IN THOUSANDS)
                                       ASSETS

CURRENT ASSETS:
   Cash and cash equivalents .........................    $   21,617    $        --
   Notes receivable -- affiliated companies ..........       201,887        125,680
   Accounts receivable -- affiliated companies .......        89,835         29,855
   Other assets ......................................        13,675          2,141
                                                          ----------    -----------
      Total current assets ...........................       327,014        157,676
                                                          ----------    -----------
PROPERTY, PLANT AND EQUIPMENT, NET ...................       111,533          5,567
                                                          ----------    -----------
OTHER ASSETS:
   Investment in subsidiaries ........................     8,655,214      6,031,696
   Notes receivable -- affiliated companies ..........       443,090        321,288
   Accumulated deferred tax asset ....................       213,858             --
   Other assets ......................................       125,115        675,360
                                                          ----------    -----------
      Total other assets .............................     9,437,277      7,028,344
                                                          ----------    -----------
         TOTAL ASSETS ................................    $9,875,824    $ 7,191,587
                                                          ==========    ===========

                        LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
   Notes payable -- affiliated companies .............    $    6,018    $   126,790
   Current portion of long-term debt .................       119,564        107,065
   Indexed debt securities derivative ................       321,352        341,575
   Accounts payable:
      Affiliated companies ...........................        79,647         36,773
      Other ..........................................        13,362          5,267
   Taxes accrued .....................................       594,476        810,699
   Interest accrued ..................................        41,246         25,660
   Other .............................................        32,277         15,171
                                                          ----------    -----------
      Total current liabilities ......................     1,207,942      1,469,000
                                                          ----------    -----------
OTHER LIABILITIES:
   Accumulated deferred tax liabilities ..............            --        432,918
   Benefit obligations ...............................       603,845         54,260
   Notes payable -- affiliated companies .............     1,677,720      1,167,089
   Other .............................................       314,366         97,536
                                                          ----------    -----------
      Total non-current liabilities ..................     2,595,931      1,751,803
                                                          ----------    -----------
LONG-TERM DEBT .......................................     4,311,394      2,865,282
                                                          ----------    -----------
SHAREHOLDERS' EQUITY:
   Common stock ......................................         3,063          3,080
   Additional paid-in capital ........................     2,868,416      2,891,335
   Accumulated deficit ...............................      (700,033)    (1,727,571)
   Unearned ESOP stock ...............................        (2,842)            --
   Accumulated other comprehensive loss ..............      (408,047)       (61,342)
                                                          ----------    -----------
      Total shareholders' equity .....................     1,760,557      1,105,502
                                                          ----------    -----------
         TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ..    $9,875,824    $ 7,191,587
                                                          ==========    ===========

See CenterPoint Energy, Inc. and Subsidiaries Notes to Consolidated Financial Statements in Part II, Item 8

81

CENTERPOINT ENERGY, INC.

SCHEDULE I -- CONDENSED FINANCIAL INFORMATION OF
CENTERPOINT ENERGY, INC. (PARENT COMPANY)
STATEMENTS OF CASH FLOWS

                                                            FOR THE PERIOD
                                                          SEPTEMBER 1, 2002
                                                               THROUGH           FOR THE YEAR        FOR THE YEAR
                                                             DECEMBER 31,           ENDED               ENDED
                                                                 2002         DECEMBER 31, 2003   DECEMBER 31, 2004
                                                          -----------------   -----------------   -----------------
                                                                                (IN THOUSANDS)
OPERATING ACTIVITIES:
   Net income (loss) ..................................      $(4,526,561)        $   483,667         $  (904,704)
   Loss on disposal of subsidiary .....................        4,371,464                  --             365,716
   Extraordinary loss, net of tax .....................               --                  --             977,336
                                                             -----------         -----------         -----------
   Adjusted income (loss) .............................         (155,097)            483,667             438,348
   Non-cash items included in net income (loss):
      Equity losses (income) of subsidiaries ..........            4,907            (850,394)           (707,047)
      Deferred income tax expense (benefit) ...........          (52,117)             65,778             155,405
      Depreciation and amortization ...................            5,978              14,029                 311
      Amortization of debt issuance costs .............           32,649             112,046              70,428
      Loss on indexed debt securities .................            7,964              96,473              20,232
      Changes in working capital:
         Accounts receivable to affiliates, net .......           39,540              89,076              (6,253)
         Accounts payable .............................           (1,302)              4,493              (1,025)
         Other current assets .........................           (6,571)             (3,478)             (5,111)
         Other current liabilities ....................         (101,273)            (42,631)           (290,434)
   Common stock dividends received from subsidiaries ..           57,645             121,695             177,264
   Pension contribution ...............................               --             (22,700)           (476,000)
   Other ..............................................          (12,681)             95,447              52,836
                                                             -----------         -----------         -----------
Net cash provided by (used in) operating activities ...         (180,358)            163,501            (571,046)
                                                             -----------         -----------         -----------
INVESTING ACTIVITIES:
   Proceeds from sale of Texas Genco ..................               --                  --           2,231,000
   Investment in subsidiaries .........................         (181,654)             32,832              19,090
   Short-term notes receivable from affiliates ........         (178,127)            290,359              76,207
   Long-term notes receivable from affiliates .........        1,067,280             540,973             191,954
   Capital expenditures, net ..........................           (4,274)             (6,596)             (5,802)
                                                             -----------         -----------         -----------
Net cash provided by investing activities .............          703,225             857,568           2,512,449
                                                             -----------         -----------         -----------
FINANCING ACTIVITIES:
   Changes in short-term borrowings ...................          (21,000)                 --                  --
   Payments on long-term debt .........................         (168,558)         (6,727,055)         (2,093,880)
   Proceeds from long-term debt .......................               --           5,778,242                  --
   Debt issuance costs ................................          (87,798)           (117,641)               (730)
   Common stock dividends paid ........................          (48,672)           (122,249)           (122,881)
   Short-term notes payable to affiliates .............           25,177             (31,274)            120,772
   Long-term notes payable to affiliates ..............              495              (1,986)            133,699
                                                             -----------         -----------         -----------
Net cash used in financing activities .................         (300,356)         (1,221,963)         (1,963,020)
                                                             -----------         -----------         -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ..          222,511            (200,894)            (21,617)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ......               --             222,511              21,617
                                                             -----------         -----------         -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD ............      $   222,511         $    21,617         $        --
                                                             ===========         ===========         ===========

See CenterPoint Energy, Inc. and Subsidiaries Notes to Consolidated Financial Statements in Part II, Item 8

82

CENTERPOINT ENERGY, INC.

SCHEDULE I -- NOTES TO CONDENSED FINANCIAL INFORMATION (PARENT COMPANY)

(1) The condensed parent company financial statements and notes should be read in conjunction with the consolidated financial statements and notes of CenterPoint Energy, Inc. (CenterPoint Energy or the Company) appearing in the Annual Report on Form 10-K/A. CenterPoint Energy, Inc. is a public utility holding company that became the parent of Reliant Energy, Incorporated (Reliant Energy) and its subsidiaries on August 31, 2002 as part of a corporate restructuring of Reliant Energy (the Restructuring). CenterPoint Energy is a registered public utility holding company under the 1935 Act. Prior to the Restructuring, Reliant Energy was a public utility holding company that was exempt from registration under the 1935 Act. After the Restructuring, an exemption was no longer available for the corporate structure that the Texas Utility Commission required CenterPoint Energy to adopt under the Texas electric restructuring law. CenterPoint Energy did not conduct any activities other than those incident to its formation until September 1, 2002. Accordingly, statements of operations and cash flows would not provide meaningful information and have been omitted for periods prior to September 1, 2002.

(2) As a registered public utility holding company, the Company and its subsidiaries except Texas Genco Holdings, Inc. (Texas Genco) are subject to a comprehensive regulatory scheme imposed by the Securities and Exchange Commission (SEC) in order to protect customers, investors and the public interest. Although the SEC does not regulate rates and charges under the 1935 Act, it does regulate the structure, financing, lines of business and internal transactions of public utility holding companies and their system companies. In order to obtain financing, acquire additional public utility assets or stock, or engage in other significant transactions, CenterPoint Energy is required to obtain approval from the SEC under the 1935 Act.

The Company received an order from the SEC under the 1935 Act on June 30, 2003 and supplemental orders thereafter relating to its financing activities and those of its regulated subsidiaries, as well as other matters. The orders are effective until June 30, 2005. As of December 31, 2004, the orders generally permitted the Company and its regulated subsidiaries to issue securities to refinance indebtedness outstanding at June 30, 2003, and authorized the Company and its regulated subsidiaries to issue certain incremental external debt securities and common and preferred stock through June 30, 2005, without prior authorization from the SEC. Further, the SEC has reserved jurisdiction over the issuance by the Company and its regulated subsidiaries of certain amounts of incremental external debt securities, so that the Company is required to obtain SEC approval prior to issuing those incremental amounts.

The orders require that if the Company or any of its regulated subsidiaries issues any security that is rated by a nationally recognized statistical rating organization (NRSRO), the security to be issued must obtain an investment grade rating from at least one NRSRO and, as a condition to such issuance, all outstanding rated securities of the issuer and of the Company must be rated investment grade by at least one NRSRO. The orders also contain certain requirements for interest rates, maturities, issuance expenses and use of proceeds. Under the orders, the Company's common equity as a percentage of total capitalization must be at least 30%. The SEC has acknowledged that prior to the monetization of Texas Genco and the securitization of the true-up components, the Company's common equity as a percentage of total capitalization is expected to remain less than 30%. In addition, after the securitization, the Company's common equity as a percentage of total capitalization, including securitized debt, is expected to be less than 30%, which the SEC has permitted for other companies.

Effective January 1, 2004, CenterPoint Energy established a service company in order to comply with the 1935 Act. As a result, certain assets and liabilities of the parent company were transferred to the service company, primarily property, plant and equipment, pension and other postemployment benefit assets and obligations and related deferred taxes. These transfers have been excluded from the Statement of Cash Flows for the year ended December 31, 2004 as they represent non-cash transactions.

(3) On September 30, 2002, the Company distributed to its shareholders 240 million shares of Reliant Energy, Inc. (formerly Reliant Resources, Inc.) (RRI) common stock, which represented the Company's approximately 83% ownership interest in RRI, by means of a tax-free spin-off in the form of a dividend. Holders of CenterPoint Energy common stock on the record date received 0.788603 shares of RRI common stock for each share of CenterPoint Energy stock that they owned on the record date. The total value of the RRI Distribution, after the impairment charge discussed below, was $847 million.

As a result of the spin-off of Reliant Resources, the Company recorded a non-cash loss on disposal of discontinued operations of $4.4 billion in 2002. This loss represented the excess of the carrying value of the Company's net investment in RRI over the market value of RRI's common stock.

83

(4) The Company distributed approximately 19% of the 80 million outstanding shares of common stock of Texas Genco to its shareholders on January 6, 2003. As a result of the distribution of Texas Genco common stock, the Company recorded a pre-tax impairment charge of $399 million, which was reflected as a regulatory asset in the Consolidated Balance Sheet as of December 31, 2003. This impairment charge represents the excess of the carrying value of the Company's net investment in Texas Genco over the market value of Texas Genco's common stock.

In July 2004, the Company announced its agreement to sell its majority owned subsidiary, Texas Genco, to Texas Genco LLC (formerly known as GC Power Acquisition LLC), an entity owned in equal parts by affiliates of The Blackstone Group, Hellman & Friedman LLC, Kohlberg Kravis Roberts & Co. L.P. and Texas Pacific Group. On December 15, 2004, Texas Genco completed the sale of its fossil generation assets (coal, lignite and gas-fired plants) to Texas Genco LLC for $2.813 billion in cash. Following the sale, Texas Genco distributed $2.231 billion in cash to the Company. Texas Genco's principal remaining asset is its ownership interest in a nuclear generating facility. The final step of the transaction, the merger of Texas Genco with a subsidiary of Texas Genco LLC in exchange for an additional cash payment to the Company of $700 million, is expected to close during the first half of 2005, following receipt of approval from the Nuclear Regulatory Commission. The Company recorded an after tax loss of $366 million in 2004 related to the sale of Texas Genco.

(5) On December 15, 2004, the Company permanently reduced its three-year credit facility to $750 million from $2.34 billion. The credit facility was composed of a $1.425 billion revolving credit facility (London interbank offered rate (LIBOR) plus 300 basis points), which has been permanently reduced to $750 million, and a $915 million term loan (LIBOR) plus 350 basis points), which was repaid and retired on December 15, 2004. As a result of the term loan repayment and the permanent reduction of the revolving credit facility, the Company expensed $15 million of unamortized loan costs in the fourth quarter of 2004 that were associated with these facilities.

In March 2005, the Company replaced its $750 million revolving credit facility with a $1 billion five-year revolving credit facility. Borrowings may be made under the facility at LIBOR plus 100 basis points based on current credit ratings. An additional utilization fee of 12.5 basis points applies to borrowings any time more than 50% of the facility is utilized. Changes in credit ratings would lower or raise the increment to LIBOR depending on whether ratings improved or were lowered.

On May 19, 2003, the Company issued $575 million aggregate principal amount of convertible senior notes due May 15, 2023 with an interest rate of 3.75%. Holders may convert each of their notes into shares of CenterPoint Energy common stock, initially at a conversion rate of 86.3558 shares of common stock per $1,000 principal amount of notes at any time prior to maturity, under the following circumstances: (1) if the last reported sale price of CenterPoint Energy common stock for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the previous calendar quarter is greater than or equal to 120% or, following May 15, 2008, 110% of the conversion price per share of CenterPoint Energy common stock on such last trading day, (2) if the notes have been called for redemption, (3) during any period in which the credit ratings assigned to the notes by both Moody's Investors Service, Inc. (Moody's) and Standard & Poor's Ratings Services (S&P), a division of The McGraw-Hill Companies, are lower than Ba2 and BB, respectively, or the notes are no longer rated by at least one of these ratings services or their successors, or (4) upon the occurrence of specified corporate transactions, including the distribution to all holders of CenterPoint Energy common stock of certain rights entitling them to purchase shares of CenterPoint Energy common stock at less than the last reported sale price of a share of CenterPoint Energy common stock on the trading day prior to the declaration date of the distribution or the distribution to all holders of CenterPoint Energy common stock of the Company's assets, debt securities or certain rights to purchase the Company's securities, which distribution has a per share value exceeding 15% of the last reported sale price of a share of CenterPoint Energy common stock on the trading day immediately preceding the declaration date for such distribution. The convertible senior notes also have a contingent interest feature requiring contingent interest to be paid to holders of notes commencing on or after May 15, 2008, in the event that the average trading price of a note for the applicable five trading day period equals or exceeds 120% of the principal amount of the note as of the day immediately preceding the first day of the applicable six-month interest period. For any six-month period, contingent interest will be equal to 0.25% of the average trading price of the note for the applicable five-trading-day period.

In March 2005, the Company filed a registration statement relating to an offer to exchange its 3.75% convertible senior notes due 2023 for a new series of 3.75% convertible senior notes due 2023. This registration statement has not yet been declared effective by the SEC. The Company expects to conduct the exchange offer in response to the guidance set forth in Emerging Issues Task Force No. 04-8, "Accounting Issues Related to Certain Features of Contingently Convertible Debt and the Effect on Diluted Earnings Per Share". Under that guidance, because settlement of the principal portion of new notes will be made in cash rather than stock, exchanging new notes for old notes will allow the Company to exclude the portion of the conversion value of the new notes attributable to their principal amount from its computation of diluted earnings per share from continuing operations.

On December 17, 2003, the Company issued $255 million aggregate principal amount of convertible senior notes due January 15, 2024 with an interest rate of 2.875%. Holders may convert each of their notes into shares of CenterPoint Energy common stock,

84

initially at a conversion rate of 78.064 shares of common stock per $1,000 principal amount of notes at any time prior to maturity, under the following circumstances: (1) if the last reported sale price of CenterPoint Energy common stock for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the previous calendar quarter is greater than or equal to 120% of the conversion price per share of CenterPoint Energy common stock on such last trading day, (2) if the notes have been called for redemption, (3) during any period in which the credit ratings assigned to the notes by both Moody's and S&P are lower than Ba2 and BB, respectively, or the notes are no longer rated by at least one of these ratings services or their successors, or (4) upon the occurrence of specified corporate transactions, including the distribution to all holders of CenterPoint Energy common stock of certain rights entitling them to purchase shares of CenterPoint Energy common stock at less than the last reported sale price of a share of CenterPoint Energy common stock on the trading day prior to the declaration date of the distribution or the distribution to all holders of CenterPoint Energy common stock of the Company's assets, debt securities or certain rights to purchase the Company's securities, which distribution has a per share value exceeding 15% of the last reported sale price of a share of CenterPoint Energy common stock on the trading day immediately preceding the declaration date for such distribution. Under the original terms of these convertible senior notes, CenterPoint Energy could elect to satisfy part or all of its conversion obligation by delivering cash in lieu of shares of CenterPoint Energy. On December 13, 2004, the Company entered into a supplemental indenture with respect to these convertible senior notes in order to eliminate its right to settle the conversion of the notes solely in shares of its common stock. The convertible senior notes also have a contingent interest feature requiring contingent interest to be paid to holders of notes commencing on or after January 15, 2007, in the event that the average trading price of a note for the applicable five-trading-day period equals or exceeds 120% of the principal amount of the note as of the day immediately preceding the first day of the applicable six-month interest period. For any six-month period, contingent interest will be equal to 0.25% of the average trading price of the note for the applicable five-trading-day period.

(6) On December 30, 2004, the Board of Directors of the Company adopted a plan for an accounting reorganization of the Company, to be effective as of January 1, 2005. This plan was adopted in order to eliminate the accumulated deficit that exists.

The plan adopted by the Company required: (1) a report to be presented to and reviewed by the Company's Board of Directors on or before February 28, 2005 as to the completion of the valuation analysis of the accounting reorganization and the effects of the accounting reorganization on the Company's financial statements, (2) a determination that the accounting reorganization is in accordance with accounting principles generally accepted in the United States, and (3) that there be no determination by the Company's Board of Directors on or before February 28, 2005 that the accounting reorganization is inconsistent with the Company's regulatory obligations. The Company is continuing to work to complete the valuation analysis and the effects on the Company's financial statements of the accounting reorganization, and on February 23, 2005, the Company's Board of Directors extended until May 10, 2005 the time for making the determination described in (3) of the preceding sentence.

An accounting reorganization, sometimes called a "quasi-reorganization," allows a company to extinguish an accumulated deficit. It involves restating a company's assets and its liabilities to their fair values. The accumulated deficit is then brought to zero through a reduction in the other capital accounts, giving the company a "fresh start" with a zero balance in retained earnings. As of December 31, 2004, the Company had an accumulated deficit of approximately $1.7 billion. That deficit stemmed from the accounting effects of
(1) the Company's distribution of its ownership interest in RRI to its shareholders in September 2002, (2) the extraordinary loss recorded in connection with the Texas Utility Commission's order related to the 2004 True-Up Proceeding (defined below) and (3) the loss on discontinued operations that was recorded in connection with the Company's sale of Texas Genco. Those events stemmed from the Company's response to the Texas electric restructuring law. In addition to eliminating the accumulated deficit and restating assets and liabilities to fair value, if a quasi-reorganization were implemented, the Company and CenterPoint Houston would be required to implement any accounting standards that have been issued but not yet adopted.

The Company is seeking to eliminate the accumulated deficit because restrictions contained in the 1935 Act require registered public utility holding companies, like the Company, to obtain express authorization from the SEC to pay dividends when current or retained earnings are insufficient to do so. Eliminating the accumulated deficit will permit current earnings not utilized to pay dividends to more quickly build up a retained earnings balance. Under 1935 Act regulations, the Company could pay dividends out of this balance during periods when current earnings may not be adequate to do so.

In addition, the Company has undertaken an obligation under the 1935 Act to achieve a minimum ratio of common equity to total capitalization of thirty percent, which, depending on the results of the restatement of assets and liabilities under the accounting reorganization, could be affected by, and will be taken into consideration by the Board of Directors in evaluating the effects of, the accounting reorganization. The Company will seek such authority as may be required under the 1935 Act in connection with the quasi-reorganization.

85

CENTERPOINT ENERGY, INC.

SCHEDULE II -- QUALIFYING VALUATION ACCOUNTS
FOR THE THREE YEARS ENDED DECEMBER 31, 2004

                                                                         COLUMN C
                                                                 -----------------------
COLUMN A                                             COLUMN B           ADDITIONS            COLUMN D     COLUMN E
--------                                            ----------   -----------------------   -----------   ----------
                                                    BALANCE AT                CHARGED TO    DEDUCTIONS   BALANCE AT
                                                     BEGINNING    CHARGED       OTHER          FROM        END OF
DESCRIPTION                                          OF PERIOD   TO INCOME   ACCOUNTS(1)   RESERVES(2)     PERIOD
-----------                                         ----------   ---------   -----------   -----------   ----------
                                                                             (IN THOUSANDS)
Year Ended December 31, 2004:
   Accumulated provisions:
      Uncollectible accounts receivable .........     $30,800    $ 26,829      $    --       $27,591       $30,038
      Deferred tax asset valuation allowance ....      73,248     (67,421)      14,114            --        19,941
Year Ended December 31, 2003:
   Accumulated provisions:
      Uncollectible accounts receivable .........     $24,294    $ 24,037      $    --       $17,531       $30,800
      Deferred tax asset valuation allowance ....      82,929      (9,681)          --            --        73,248
Year Ended December 31, 2002:
   Accumulated provisions:
      Uncollectible accounts receivable .........     $46,047    $ 25,883      $    --       $47,636       $24,294
      Deferred tax asset valuation allowance ....      15,439      67,490           --            --        82,929


(1) Charges to other accounts represent changes in presentation to reflect state tax attributes net of federal tax benefit as well as to reflect amounts that were netted against related attribute balances in prior years.

(2) Deductions from reserves represent losses or expenses for which the respective reserves were created. In the case of the uncollectible accounts reserve, such deductions are net of recoveries of amounts previously written off.

86

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on the 10th day of January, 2006.

CENTERPOINT ENERGY, INC.
(Registrant)

By: /s/ DAVID M. MCCLANAHAN
    ------------------------------------
    David M. McClanahan,
    President and Chief Executive Officer

87

CENTERPOINT ENERGY, INC.

EXHIBITS TO THE ANNUAL REPORT ON FORM 10-K/A
FOR FISCAL YEAR ENDED DECEMBER 31, 2004

INDEX OF EXHIBITS

Exhibits included with this report are designated by a cross (+); exhibits previously filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2004 as filed on March 16, 2005 are designated by two crosses (++); all exhibits not so designated are incorporated herein by reference to a prior filing as indicated. Exhibits designated by an asterisk (*) are management contracts or compensatory plans or arrangements required to be filed as exhibits to this Form 10-K/A by Item 601(b)(10)(iii) of Regulation S-K. CenterPoint Energy has not filed the exhibits and schedules to Exhibit 2(b). CenterPoint Energy hereby agrees to furnish supplementally a copy of any schedule omitted from Exhibit 2(b) to the SEC upon request.

                                                                                                     SEC FILE OR
 EXHIBIT                                                                                            REGISTRATION    EXHIBIT
 NUMBER                        DESCRIPTION                    REPORT OR REGISTRATION STATEMENT         NUMBER      REFERENCE
 -------                       -----------                    --------------------------------      ------------   ---------
2(a)       --   Agreement and Plan of Merger, dated as     CenterPoint Energy's Form 10-K for the      1-31447      2
                of October 19, 2001, by and among          year ended December 31, 2001
                Reliant Energy, Incorporated ("Reliant
                Energy"), CenterPoint Energy, Inc.
                ("CenterPoint Energy") and Reliant
                Energy MergerCo, Inc.

2(b)       --   Transaction Agreement dated July 21,       CenterPoint Energy's Form 8-K dated         1-31447      10.1
                2004 among CenterPoint Energy, Utility      July 21, 2004
                Holding, LLC, NN Houston Sub, Inc.,
                Texas Genco Holdings, Inc. ("Texas
                Genco"), HPC Merger Sub, Inc. and GC
                Power Acquisition LLC

3(a)(1)    --   Amended and Restated Articles of           CenterPoint Energy's Registration           3-69502      3.1
                Incorporation of CenterPoint Energy        Statement on Form S-4

3(a)(2)    --   Articles of Amendment to Amended and       CenterPoint Energy's Form 10-K for the      1-31447      3.1.1
                Restated Articles of Incorporation of      year ended December 31, 2001
                CenterPoint Energy

3(b)       --   Amended and Restated Bylaws of             CenterPoint Energy's Form 10-K for the      1-31447      3.2
                CenterPoint Energy                         year ended December 31, 2001

3(c)       --   Statement of Resolution Establishing       CenterPoint Energy's Form 10-K for the      1-31447      3.3
                Series of Shares designated Series A       year ended December 31, 2001
                Preferred Stock of CenterPoint Energy

4(a)       --   Form of CenterPoint Energy Stock           CenterPoint Energy's Registration           3-69502      4.1
                Certificate                                Statement on Form S-4

4(b)       --   Rights Agreement dated January 1, 2002,    CenterPoint Energy's Form 10-K for the      1-31447      4.2
                between CenterPoint Energy and JPMorgan    year ended December 31, 2001
                Chase Bank, as Rights Agent

4(c)       --   Contribution and Registration Agreement    CenterPoint Energy's Form 10-K for the      1-31447      4.3
                dated December 18, 2001 among Reliant      year ended December 31, 2001
                Energy, CenterPoint Energy and the
                Northern Trust Company, trustee under
                the Reliant Energy, Incorporated Master
                Retirement Trust

4(d)(1)    --   Mortgage and Deed of Trust, dated          HL&P's Form S-7 filed on August 25,         2-59748      2(b)
                November 1, 1944 between Houston           1977
                Lighting and Power Company ("HL&P") and
                Chase Bank of Texas, National
                Association (formerly, South Texas
                Commercial National Bank of Houston), as
                Trustee, as amended and supplemented by
                20 Supplemental Indentures thereto

4(d)(2)    --   Twenty-First through Fiftieth              HL&P's Form 10-K for the year ended          1-3187      4(a)(2)
                Supplemental Indentures to Exhibit         December 31, 1989
                4(d)(1)

4(d)(3)    --   Fifty-First Supplemental Indenture to      HL&P's Form 10-Q for the quarter ended       1-3187      4(a)
                Exhibit

88

                                                                                                     SEC FILE OR
 EXHIBIT                                                                                            REGISTRATION
 NUMBER                        DESCRIPTION                    REPORT OR REGISTRATION STATEMENT         NUMBER      EXHIBIT REFERENCE
 -------                       -----------                    --------------------------------      ------------   -----------------
                4(d)(1) dated as of March 25, 1991         June 30, 1991

4(d)(4)    --   Fifty-Second through Fifty-Fifth           HL&P's Form 10-Q for the quarter ended       1-3187      4
                Supplemental Indentures to Exhibit         March 31, 1992
                4(d)(1) each dated as of March 1, 1992

4(d)(5)    --   Fifty-Sixth and Fifty-Seventh              HL&P's Form 10-Q for the quarter ended       1-3187      4
                Supplemental Indentures to Exhibit         September 30, 1992
                4(d)(1) each dated as of October 1, 1992

4(d)(6)    --   Fifty-Eighth and Fifty-Ninth               HL&P's Form 10-Q for the quarter ended       1-3187      4
                Supplemental Indentures to Exhibit         March 31, 1993
                4(d)(1) each dated as of March 1, 1993

4(d)(7)    --   Sixtieth Supplemental Indenture to         HL&P's Form 10-Q for the quarter ended       1-3187      4
                Exhibit 4(d)(1) dated as of July 1, 1993   June 30, 1993

4(d)(8)    --   Sixty-First through Sixty-Third            HL&P's Form 10-K for the year ended          1-3187      4(a)(8)
                Supplemental Indentures to Exhibit         December 31, 1993
                4(d)(1) each dated as of December 1,
                1993

4(d)(9)    --   Sixty-Fourth and Sixty-Fifth               HL&P's Form 10-K for the year ended          1-3187      4(a)(9)
                Supplemental Indentures to Exhibit         December 31, 1995
                4(d)(1) each dated as of July 1, 1995

4(e)(1)    --   General Mortgage Indenture, dated as of    CenterPoint  Houston's  Form 10-Q for        1-3187      4(j)(1)
                October 10, 2002, between CenterPoint      the quarter ended  September 30, 2002
                Energy Houston Electric, LLC and
                JPMorgan Chase Bank, as Trustee

4(e)(2)    --   First Supplemental Indenture to Exhibit    CenterPoint  Houston's  Form 10-Q for        1-3187      4(j)(2)
                4(e)(1), dated as of October 10, 2002      the quarter ended  September 30, 2002

4(e)(3)    --   Second Supplemental Indenture to Exhibit   CenterPoint  Houston's Form 10-Q for         1-3187      4(j)(3)
                4(e)(1), dated as of October 10, 2002      the quarter ended  September 30, 2002

4(e)(4)    --   Third Supplemental Indenture to Exhibit    CenterPoint  Houston's  Form 10-Q for        1-3187      4(j)(4)
                4(e)(1), dated as of October 10, 2002      the quarter ended  September 30, 2002

4(e)(5)    --   Fourth Supplemental Indenture to Exhibit   CenterPoint  Houston's Form 10-Q for         1-3187      4(j)(5)
                4(e)(1), dated as of October 10, 2002      the quarter ended  September 30, 2002

4(e)(6)    --   Fifth Supplemental Indenture to Exhibit    CenterPoint  Houston's  Form 10-Q for        1-3187      4(j)(6)
                4(e)(1), dated as of October 10, 2002      the quarter ended  September 30, 2002

4(e)(7)    --   Sixth Supplemental Indenture to Exhibit    CenterPoint  Houston's  Form 10-Q for        1-3187      4(j)(7)
                4(e)(1), dated as of October 10, 2002      the quarter ended  September 30, 2002

4(e)(8)    --   Seventh Supplemental Indenture to          CenterPoint  Houston's  Form 10-Q for        1-3187      4(j)(8)
                Exhibit 4(e)(1), dated as of October 10,   the quarter ended  September 30, 2002
                2002

4(e)(9)    --   Eighth Supplemental Indenture to Exhibit   CenterPoint  Houston's  Form 10-Q for        1-3187      4(j)(9)
                4(e)(1), dated as of October 10, 2002      the quarter ended  September 30, 2002

4(e)(10)   --   Officer's Certificates dated October 10,   CenterPoint Energy's Form 10-K for the      1-31447      4(e)(10)
                2002 setting forth the form, terms and     year ended December 31, 2003
                provisions of the First through Eighth
                Series of General Mortgage Bonds

4(e)(11)   --   Ninth Supplemental Indenture to Exhibit    CenterPoint Energy's Form 10-K for the      1-31447      4(e)(10)
                4(e)(1), dated as of November 12, 2002     year ended December 31, 2002

4(e)(12)   --   Officer's Certificate dated November 12,   CenterPoint Energy's Form 10-K for the      1-31447      4(e)(12)
                2002 setting forth the form, terms and     year ended December 31, 2003
                provisions of the Ninth Series of
                General Mortgage Bonds

4(e)(13)   --   Tenth Supplemental Indenture to Exhibit    CenterPoint Energy's Form 8-K dated         1-31447      4.1
                4(e)(1), dated as of March 18, 2003        March 13, 2003

4(e)(14)   --   Officer's Certificate dated March 18,      CenterPoint Energy's Form 8-K dated         1-31447      4.2
                2003 setting forth the form, terms and     March 13, 2003
                provisions of the Tenth Series and
                Eleventh Series of General Mortgage Bonds

89

                                                                                                      SEC FILE OR
EXHIBIT                                                                                              REGISTRATION    EXHIBIT
NUMBER                          DESCRIPTION                     REPORT OR REGISTRATION STATEMENT        NUMBER      REFERENCE
-------                         -----------                     --------------------------------     ------------   ---------

4(e)(15)   --   Eleventh Supplemental Indenture to Exhibit   CenterPoint Energy's Form 8-K dated         1-31447       4.1
                4(e)(1), dated as of May 23, 2003            May 16, 2003

4(e)(16)   --   Officer's Certificate dated May 23, 2003     CenterPoint Energy's Form 8-K dated         1-31447       4.2
                setting forth the form, terms and May 16,    2003
                provisions of the Twelfth Series of
                General Mortgage Bonds

4(e)(17)   --   Twelfth Supplemental Indenture to Exhibit    CenterPoint Energy's Form 8-K dated         1-31447       4.2
                4(e)(1), dated as of September 9, 2003       September 9, 2003

4(e)(18)   --   Officer's Certificate dated September 9,     CenterPoint Energy's Form 8-K dated         1-31447       4.3
                2003 setting forth the form, terms and       September 9, 2003
                provisions of the Thirteenth Series of
                General Mortgage Bonds

4(f)(1)    --   Indenture, dated as of February 1, 1998,     RERC Corp.'s Form 8-K dated February        1-13265       4.1
                between Reliant Energy Resources Corp.       5, 1998
                ("RERC Corp.") and Chase Bank of Texas,
                National Association, as Trustee

4(f)(2)    --   Supplemental Indenture No. 1 to Exhibit      RERC Corp.'s Form 8-K dated November        1-13265       4.2
                4(f)(1), dated as of February 1, 1998,       9, 1998
                providing for the issuance of RERC Corp.'s
                6 1/2% Debentures due February 1, 2008

4(f)(3)    --   Supplemental Indenture No. 2 to Exhibit      RERC Corp.'s Form 8-K dated November        1-13265       4.1
                4(f)(1), dated as of November 1, 1998,       9, 1998
                providing for the issuance of RERC Corp.'s
                6 3/8% Term Enhanced ReMarketable
                Securities

4(f)(4)    --   Supplemental Indenture No. 3 to Exhibit      RERC Corp.'s Registration Statement       333-49162       4.2
                4(f)(1), dated as of July 1, 2000, on Form   S-4
                providing for the issuance of RERC Corp.'s
                8.125% Notes due 2005

4(f)(5)    --   Supplemental Indenture No. 4 to Exhibit      RERC Corp.'s Form 8-K dated February        1-13265       4.1
                4(f)(1), dated as of February 15, 2001,      21, 2001
                providing for the issuance of RERC Corp.'s
                7.75% Notes due 2011

4(f)(6)    --   Supplemental Indenture No. 5 to Exhibit      CenterPoint Energy's Form 8-K dated         1-31447       4.1
                4(f)(1), dated as of March 25, 2003,         March 18, 2003
                providing for the issuance of CenterPoint
                Energy Resources Corp.'s ("CERC Corp.'s")
                7.875% Senior Notes due 2013

4(f)(7)    --   Supplemental Indenture No. 6 to Exhibit      CenterPoint Energy's Form 8-K dated         1-31447       4.2
                4(f)(1), dated as of April 1, 2003,          April 7, 2003
                providing for the issuance of CERC Corp.'s
                7.875% Senior Notes due 2013

4(f)(8)    --   Supplemental Indenture No. 7 to Exhibit      CenterPoint Energy's Form 8-K dated         1-31447       4.2
                4(f)(1), dated as of November 3, 2003,       October 29, 2003
                providing for the issuance of CERC Corp.'s
                5.95% Senior Notes due 2014

4(g)(1)    --   Indenture, dated as of May 19, 2003,         CenterPoint Energy's Form 8-K dated         1-31447       4.1
                between CenterPoint Energy and JPMorgan      May 19, 2003
                Chase Bank, as Trustee

4(g)(2)    --   Supplemental Indenture No. 1 to Exhibit      CenterPoint Energy's Form 8-K dated         1-31447       4.2
                4(g)(1), dated as of May 19, 2003, May 19,   May 19, 2003
                providing for the issuance of CenterPoint
                Energy's 3.75% Convertible Senior Notes
                due 2023

4(g)(3)    --   Supplemental Indenture No. 2 to Exhibit      CenterPoint Energy's Form 8-K dated         1-31447       4.3
                4(g)(1), dated as of May 27, 2003, May 19,   May 19, 2003
                providing for the issuance of CenterPoint
                Energy's

90

                                                                                                      SEC FILE OR
EXHIBIT                                                                                              REGISTRATION    EXHIBIT
NUMBER                          DESCRIPTION                     REPORT OR REGISTRATION STATEMENT        NUMBER      REFERENCE
-------                         -----------                     --------------------------------     ------------   ---------
                5.875% Senior Notes due 2008 and 6.85%
                Senior Notes due 2015

4(g)(4)    --   Supplemental Indenture No. 3 to Exhibit      CenterPoint Energy's Form 8-K dated         1-31447       4.2
                4(g)(1), dated as of  September 9, 2003,     September 9, 2003
                providing for the issuance of CenterPoint
                Energy's 7.25% Senior Notes due 2010

4(g)(5)    --   Supplemental Indenture No. 4 to Exhibit      CenterPoint Energy's Form 8-K dated         1-31447       4.2
                4(g)(1), dated as of December 17, 2003,      December 10, 2003
                providing for the issuance of CenterPoint
                Energy's 2.875% Convertible Senior Notes
                due 2024

4(g)(6)    --   Supplemental Indenture No. 5 to Exhibit      CenterPoint Energy's Form 8-K dated         1-31447       4.1
                4(g)(1), dated as of December 13, 2004, as   December 9, 2004
                supplemented by Exhibit 4(g)(5), relating
                to the issuance of CenterPoint Energy's
                2.875% Convertible Senior Notes due 2024

4(h)       --   Supplemental Indenture No. 2 dated as of     CenterPoint Energy's Form 8-K12B            1-31447       4(e)
                August 31, 2002, among CenterPoint Energy,   dated August 31, 2002
                Reliant Energy and JPMorgan Chase Bank
                (supplementing the Subordinated Indenture
                dated as of September 1, 1999 under which
                Reliant Energy's 2% Zero-Premium
                Exchangeable Subordinated Notes Due 2029
                were issued)

4(i)       --   Supplemental Indenture No. 3 dated as of     CenterPoint Energy's Form 8-K12B            1-31447       4(g)
                August 31, 2002 among CenterPoint Energy,    dated August 31, 2002
                REI and The Bank of New York
                (supplementing the Junior Subordinated
                Indenture dated as of February 1, 1997
                under which REI's Junior Subordinated
                Debentures related to 8.257% capital
                securities issued by HL&P Capital Trust II
                were issued)

4(j)       --   Third Supplemental Indenture dated as of     CenterPoint Energy's Form 8-K12B            1-31447       4(h)
                August 31, 2002 among CenterPoint Energy,    dated August 31, 2002
                Reliant Energy, RERC and The Bank of New
                York (supplementing the Indenture dated as
                of June 15, 1996 under which RERC's 6.25%
                Convertible Junior Subordinated Debentures
                were issued)

4(k)       --   Second Supplemental Indenture dated as of    CenterPoint Energy's Form 8-K12B            1-31447       4(i)
                August 31, 2002 among CenterPoint Energy,    dated August 31, 2002
                Reliant Energy, RERC and JPMorgan Chase
                Bank (supplementing the Indenture dated as
                of March 1, 1987 under which RERC's 6%
                Convertible Subordinated Debentures due
                2012 were issued)

4(l)       --   Assignment and Assumption Agreement for      CenterPoint Energy's Form 8-K12B            1-31447       4(j)
                the Guarantee Agreements dated as of         dated August 31, 2002
                August 31, 2002 between CenterPoint Energy
                and Reliant Energy (relating to the
                Guarantee Agreement dated as of February
                4, 1997 between Reliant Energy and The
                Bank of New York providing for the
                guaranty of certain amounts relating to
                the 8.257% capital securities issued by
                HL&P Capital Trust II)

4(m)       --   Assignment and Assumption Agreement for      CenterPoint Energy's Form 8-K12B            1-31447       4(l)
                the Expense and Liability Agreements and     dated August 31, 2002
                the Trust Agreements dated as of August
                31, 2002 between CenterPoint Energy and
                Reliant Energy (relating to (i) the
                Agreement as to Expenses and Liabilities
                dated as of February 4, 1997 between
                Reliant Energy and HL&P Capital Trust II
                and (ii) HL&P Capital

91

                                                                                                SEC FILE OR
EXHIBIT                                                                                        REGISTRATION    EXHIBIT
 NUMBER                         DESCRIPTION                 REPORT OR REGISTRATION STATEMENT      NUMBER      REFERENCE
-------                         -----------                 --------------------------------   ------------   ---------
                 Trust II's Amended and Restated Trust
                 Agreement dated February 4, 1997

4(n)(1)     --   $1,310,000,000 Credit Agreement, dated     CenterPoint Energy's Form 10-K        1-31447      4(g)(1)
                 as of November 12, 2002, among             for the year ended December 31,
                 CenterPoint Houston and the banks named    2002
                 therein

4(n)(2)     --   First Amendment to Exhibit 4(n)(1),        CenterPoint Energy's Form 10-Q        1-31447      10.7
                 dated as of September 3, 2003              for the quarter ended September
                                                            30, 2003

4(n)(3)     --   Pledge Agreement, dated as of November     CenterPoint Energy's Form 10-K        1-31447      4(g)(2)
                 12, 2002 executed in connection with       for the year ended December 31,
                 Exhibit 4(n)(1)                            2002

4(o)        --   $1,000,000,000 Credit Agreement dated as   CenterPoint Energy's Form 8-K         1-31447      4.1
                 of March 7, 2005 among CenterPoint         dated March 7, 2005
                 Energy and the banks named therein

++4(p)(1)   --   $75,000,000 revolving credit facility
                 dated as of February 3, 2005 among Texas
                 Genco Holdings, Inc., Texas Genco GP,
                 LLC, Texas Genco LP, LLC, Texas Genco,
                 LP and the banks named therein

++4(p)(2)   --   Pledge Agreement, dated as of February
                 3, 2005, executed in connection with
                 Exhibit 4(p)(1)

4(q)        --   $250,000,000 Credit Agreement dated as     CenterPoint Energy's Form 8-K         1-31447      4.1
                 of March 23, 2004 among CERC and the       dated March 31, 2004
                 initial lenders named therein

4(r)        --   $200,000,000 Credit Agreement dated as     CenterPoint Energy's Form 8-K         1-31447      4.2
                 of March 7, 2005 among CenterPoint         dated March 7, 2005
                 Houston and the banks named therein

4(s)        --   $1,310,000,000 Credit Agreement dated as   CenterPoint Energy's Form 8-K         1-31447      4.3
                 of March 7, 2005 among CenterPoint         dated March 7, 2005
                 Houston and the banks named therein

92

Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, CenterPoint Energy has not filed as exhibits to this Form 10-K/A certain long-term debt instruments, including indentures, under which the total amount of securities authorized does not exceed 10% of the total assets of CenterPoint Energy and its subsidiaries on a consolidated basis. CenterPoint Energy hereby agrees to furnish a copy of any such instrument to the SEC upon request.

                                                                                                SEC FILE OR
EXHIBIT                                                                                        REGISTRATION    EXHIBIT
 NUMBER                         DESCRIPTION                 REPORT OR REGISTRATION STATEMENT      NUMBER      REFERENCE
-------                         -----------                 --------------------------------   ------------   ---------
*10(a)(1)   --   Executive Benefit Plan of Houston          HI's Form 10-Q for the quarter        1-7629      10(a)(1),
                 Industries Incorporated ("HI") and First   ended March 31, 1987                              10(a)(2),
                 and Second Amendments thereto effective                                                      and
                 as of June 1, 1982, July 1, 1984, and                                                        10(a)(3)
                 May 7, 1986, respectively

*10(a)(2)   --   Third Amendment dated September 17, 1999   Reliant Energy's Form 10-K for        1-3187      10(a)(2)
                 to Exhibit 10(a)(1)                        the year ended December 31, 2000

*10(a)(3)   --   CenterPoint Energy Executive Benefits      CenterPoint Energy's Form 10-Q        1-31447     10.4
                 Plan, as amended and restated effective    for the quarter ended
                 June 18, 2003                              September 30, 2003

*10(b)(1)   --   Executive Incentive Compensation Plan of   HI's Form 10-K for the year           1-7629      10(b)
                 HI effective as of January 1, 1982         ended December 31, 1991

*10(b)(2)   --   First Amendment to Exhibit 10(b)(1)        HI's Form 10-Q for the quarter        1-7629      10(a)
                 effective as of March 30, 1992             ended March 31, 1992

*10(b)(3)   --   Second Amendment to Exhibit 10(b)(1)       HI's Form 10-K for the year           1-7629      10(b)
                 effective as of November 4, 1992           ended December 31, 1992

*10(b)(4)   --   Third Amendment to Exhibit 10(b)(1)        HI's Form 10-K for the year           1-7629      10(b)(4)
                 effective as of September 7, 1994          ended December 31, 1994

*10(b)(5)   --   Fourth Amendment to Exhibit 10(b)(1)       HI's Form 10-K for the year           1-3187      10(b)(5)
                 effective as of August 6, 1997             ended December 31, 1997

*10(c)(1)   --   Executive Incentive Compensation Plan of   HI's Form 10-Q for the quarter        1-7629      10(b)(1)
                 HI effective as of January 1, 1985         ended March 31, 1987

*10(c)(2)   --   First Amendment to Exhibit 10(c)(1)        HI's Form 10-K for the year           1-7629      10(b)(3)
                 effective as of January 1, 1985            ended December 31, 1988

*10(c)(3)   --   Second Amendment to Exhibit 10(c)(1)       HI's Form 10-K for the year           1-7629      10(c)(3)
                 effective as of January 1, 1985            ended December 31, 1991

*10(c)(4)   --   Third Amendment to Exhibit 10(c)(1)        HI's Form 10-Q for the quarter        1-7629      10(b)
                 effective as of March 30, 1992             ended March 31, 1992

*10(c)(5)   --   Fourth Amendment to Exhibit 10(c)(1)       HI's Form 10-K for the year           1-7629      10(c)(5)
                 effective as of November 4, 1992           ended December 31, 1992

*10(c)(6)   --   Fifth Amendment to Exhibit 10(c)(1)        HI's Form 10-K for the year           1-7629      10(c)(6)
                 effective as of September 7, 1994          ended December 31, 1994

*10(c)(7)   --   Sixth Amendment to Exhibit 10(c)(1)        HI's Form 10-K for the year           1-3187      10(c)(7)
                 effective as of August 6, 1997             ended December 31, 1997

*10(d)      --   Executive Incentive Compensation Plan of   HI's Form 10-Q for the quarter        1-7629      10(b)(2)
                 HL&P effective as of January 1, 1985       ended March 31, 1987

*10(e)(1)   --   Executive Incentive Compensation Plan of   HI's Form 10-Q for the quarter        1-7629      10(b)
                 HI as amended and restated on January 1,   ended June 30, 1989
                 1989

*10(e)(2)   --   First Amendment to Exhibit 10(e)(1)        HI's Form 10-K for the year           1-7629      10(e)(2)
                 effective as of January 1, 1989            ended December 31, 1991

*10(e)(3)   --   Second Amendment to Exhibit 10(e)(1)       HI's Form 10-Q for the quarter        1-7629      10(c)
                 effective as of March 30, 1992             ended March 31, 1992

93

                                                                                                  SEC FILE OR
 EXHIBIT                                                                                         REGISTRATION    EXHIBIT
  NUMBER                      DESCRIPTION                  REPORT OR REGISTRATION STATEMENT         NUMBER      REFERENCE
----------                    -----------                  --------------------------------      ------------   ---------
*10(e)(4)    --   Third Amendment to Exhibit 10(e)(1)   HI's Form 10-K for the year ended            1-7629     10(c)(4)
                  effective as of November 4, 1992      December 31, 1992

*10(e)(5)    --   Fourth Amendment to Exhibit           HI's Form 10-K for the year ended            1-7629     10(e)(5)
                  10(e)(1) effective as of September    December 31, 1994
                  7, 1994

*10(f)(1)    --   Executive Incentive Compensation      HI's Form 10-K for the year ended            1-7629     10(b)
                  Plan of HI as amended and restated    December 31, 1990
                  on January 1, 1991

*10(f)(2)    --   First Amendment to Exhibit 10(f)(1)   HI's Form 10-K for the year ended            1-7629     10(f)(2)
                  effective as of January 1, 1991       December 31, 1991

*10(f)(3)    --   Second Amendment to Exhibit           HI's Form 10-Q for the quarter ended         1-7629     10(d)
                  10(f)(1) effective as of March 30,    March 31, 1992
                  1992

*10(f)(4)    --   Third Amendment to Exhibit 10(f)(1)   HI's Form 10-K for the year ended            1-7629     10(f)(4)
                  effective as of November 4, 1992      December 31, 1992

*10(f)(5)    --   Fourth Amendment to Exhibit           HI's Form 10-K for the year ended            1-7629     10(f)(5)
                  10(f)(1) effective as of January 1,   December 31, 1992
                  1993

*10(f)(6)    --   Fifth Amendment to Exhibit 10(f)(1)   HI's Form 10-K for the year ended            1-7629     10(f)(6)
                  effective in part, January 1, 1995,   December 31, 1994
                  and in part, September 7, 1994

*10(f)(7)    --   Sixth Amendment to Exhibit 10(f)(1)   HI's Form 10-Q for the quarter ended         1-7629     10(a)
                  effective as of August 1, 1995        June 30, 1995

*10(f)(8)    --   Seventh Amendment to Exhibit          HI's Form 10-Q for the quarter ended         1-7629     10(a)
                  10(f)(1) effective as of January 1,   June 30, 1996
                  1996

*10(f)(9)    --   Eighth Amendment to Exhibit           HI's Form 10-Q for the quarter ended         1-7629     10(a)
                  10(f)(1) effective as of January 1,   June 30, 1997
                  1997

*10(f)(10)   --   Ninth Amendment to Exhibit 10(f)(1)   HI's Form 10-K for the year ended            1-3187     10(f)(10)
                  effective in part, January 1, 1997,   December 31, 1997
                  and in part, January 1, 1998

*10(g)       --   Benefit Restoration Plan of HI        HI's Form 10-Q for the quarter ended         1-7629     10(c)
                  effective as of June 1, 1985          March 31, 1987

*10(h)       --   Benefit Restoration Plan of HI as     HI's Form 10-K for the year ended            1-7629     10(g)(2)
                  amended and restated effective as     December 31, 1991
                  of January 1, 1988

*10(i)(1)    --   Benefit Restoration Plan of HI, as    HI's Form 10-K for the year ended            1-7629     10(g)(3)
                  amended and restated effective as     December 31, 1991
                  of July 1, 1991

*10(i)(2)    --   First Amendment to Exhibit 10(i)(1)   HI's Form 10-K for the year ended            1-3187     10(i)(2)
                  effective in part, August 6, 1997,    December 31, 1997
                  in part, September 3, 1997, and in
                  part, October 1, 1997

*10(j)(1)    --   Deferred Compensation Plan of HI      HI's Form 10-Q for the quarter ended         1-7629     10(d)
                  effective as of September 1, 1985     March 31, 1987

*10(j)(2)    --   First Amendment to Exhibit 10(j)(1)   HI's Form 10-K for the year ended            1-7629     10(d)(2)
                  effective as of September 1, 1985     December 31, 1990

*10(j)(3)    --   Second Amendment to Exhibit           HI's Form 10-Q for the quarter ended         1-7629     10(e)
                  10(j)(1) effective as of March 30,    March 31, 1992
                  1992

*10(j)(4)    --   Third Amendment to Exhibit 10(j)(1)   HI's Form 10-K for the year ended            1-7629     10(h)(4)
                  effective as of June 2, 1993          December 31, 1993

*10(j)(5)    --   Fourth Amendment to Exhibit           HI's Form 10-K for the year ended            1-7629     10(h)(5)
                  10(j)(1) effective as of September    December 31, 1994
                  7, 1994

94

                                                                                                  SEC FILE OR
 EXHIBIT                                                                                         REGISTRATION    EXHIBIT
  NUMBER                      DESCRIPTION                  REPORT OR REGISTRATION STATEMENT         NUMBER      REFERENCE
----------                    -----------                  --------------------------------      ------------   ---------
*10(j)(6)    --   Fifth Amendment to Exhibit 10(j)(1)   HI's Form 10-Q for the quarter ended         1-7629     10(d)
                  effective as of August 1, 1995        June 30, 1995

*10(j)(7)    --   Sixth Amendment to Exhibit 10(j)(1)   HI's Form 10-Q for the quarter ended         1-7629     10(b)
                  effective as of December 1, 1995      June 30, 1995

*10(j)(8)    --   Seventh Amendment to Exhibit          HI's Form 10-Q for the quarter ended         1-7629     10(b)
                  10(j)(1) effective as of January 1,   June 30, 1997
                  1997

*10(j)(9)    --   Eighth Amendment to Exhibit           HI's Form 10-K for the year ended            1-3187     10(j)(9)
                  10(j)(1) effective as of October 1,   December 31, 1997
                  1997

*10(j)(10)   --   Ninth Amendment to Exhibit 10(j)(1)   HI's Form 10-K for the year ended            1-3187     10(j)(10)
                  effective as of September 3, 1997     December 31, 1997

*10(j)(11)   --   Tenth Amendment to Exhibit 10(j)(1)   CenterPoint Energy's Form 10-K for the      1-31447     10(j)(11)
                  effective as of January 1, 2001       year ended December 31, 2002

*10(j)(12)   --   Eleventh Amendment to Exhibit         CenterPoint Energy's Form 10-K for the      1-31447     10(j)(12)
                  10(j)(1) effective as of August 31,   year ended December 31, 2002
                  2002

*10(j)(13)   --   CenterPoint Energy 1985 Deferred      CenterPoint Energy's Form 10-Q for the      1-31447     10.1
                  Compensation Plan, as amended and     quarter ended September 30, 2003
                  restated effective January 1, 2003

*10(k)(1)    --   Deferred Compensation Plan of HI      HI's Form 10-Q for the quarter ended         1-7629     10(a)
                  effective as of January 1, 1989       June 30, 1989

*10(k)(2)    --   First Amendment to Exhibit 10(k)(1)   HI's Form 10-K for the year ended            1-7629     10(e)(3)
                  effective as of January 1, 1989       December 31, 1989

*10(k)(3)    --   Second Amendment to Exhibit           HI's Form 10-Q for the quarter ended         1-7629     10(f)
                  10(k)(1) effective as of March 30,    March 31, 1992
                  1992

*10(k)(4)    --   Third Amendment to Exhibit 10(k)(1)   HI's Form 10-K for the year ended            1-7629     10(i)(4)
                  effective as of June 2, 1993          December 31, 1993

*10(k)(5)    --   Fourth Amendment to Exhibit           HI's Form 10-K for the year ended            1-7629     10(i)(5)
                  10(k)(1) effective as of September    December 31, 1994
                  7, 1994

*10(k)(6)    --   Fifth Amendment to Exhibit 10(k)(1)   HI's Form 10-Q for the quarter ended         1-7629     10(c)
                  effective as of August 1, 1995        June 30, 1995

*10(k)(7)    --   Sixth Amendment to Exhibit 10(k)(1)   HI's Form 10-Q for the quarter ended         1-7629     10(c)
                  effective December 1, 1995            June 30, 1995

*10(k)(8)    --   Seventh Amendment to Exhibit          HI's Form 10-Q for the quarter ended         1-7629     10(c)
                  10(k)(1) effective as of January 1,   June 30, 1997
                  1997

*10(k)(9)    --   Eighth Amendment to Exhibit           HI's Form 10-K for the year ended            1-3187     10(k)(9)
                  10(k)(1) effective in part October    December 31, 1997
                  1, 1997 and in part January 1, 1998

*10(k)(10)   --   Ninth Amendment to Exhibit 10(k)(1)   HI's Form 10-K for the year ended            1-3187     10(k)(10)
                  effective as of September 3, 1997     December 31, 1997

*10(k)(11)   --   Tenth Amendment to Exhibit 10(k)(1)   CenterPoint Energy's Form 10-K for the       1-31447    10(k)(11)
                  effective as of January 1, 2001       year ended December 31, 2002

*10(k)(12)   --   Eleventh Amendment to Exhibit         CenterPoint Energy's Form 10-K for the       1-31447    10(k)(12)
                  10(k)(1) effective as of August 31,   year ended December 31, 2002
                  2002

*10(l)(1)    --   Deferred Compensation Plan of HI      HI's Form 10-K for the year ended            1-7629     10(d)(3)
                  effective as of January 1, 1991       December 31, 1990

*10(l)(2)    --   First Amendment to Exhibit 10(l)(1)   HI's Form 10-K for the year ended            1-7629     10(j)(2)
                  effective as of January 1, 1991       December 31, 1991

*10(l)(3)    --   Second Amendment to Exhibit           HI's Form 10-Q for the quarter ended         1-7629     10(g)
                  10(l)(1) effective as of March 30,    March 31, 1992
                  1992

95

                                                                                                       SEC FILE OR
  EXHIBIT                                                                                             REGISTRATION    EXHIBIT
  NUMBER                            DESCRIPTION                    REPORT OR REGISTRATION STATEMENT      NUMBER      REFERENCE
  -------                           -----------                    --------------------------------   ------------   ---------
*10(l)(4)    --   Third Amendment to Exhibit 10(l)(1) effective    HI's Form 10-K for the year            1-7629     10(j)(4)
                  as of June 2, 1993                               ended December 31, 1993

*10(l)(5)    --   Fourth Amendment to Exhibit 10(l)(1) effective   HI's Form 10-K for the year            1-7629     10(j)(5)
                  as of December 1, 1993                           ended December 31, 1993

*10(l)(6)    --   Fifth Amendment to Exhibit 10(l)(1) effective    HI's Form 10-K for the year            1-7629     10(j)(6)
                  as of September 7, 1994                          ended December 31, 1994

*10(l)(7)    --   Sixth Amendment to Exhibit 10(l)(1) effective    HI's Form 10-Q for the quarter         1-7629     10(b)
                  as of August 1, 1995                             ended June 30, 1995

*10(l)(8)    --   Seventh Amendment to Exhibit 10(l)(1)            HI's Form 10-Q for the quarter         1-7629     10(d)
                  effective as of December 1, 1995                 ended June 30, 1996

*10(l)(9)    --   Eighth Amendment to Exhibit 10(l)(1) effective   HI's Form 10-Q for the quarter         1-7629     10(d)
                  as of January 1, 1997                            ended June 30, 1997

*10(l)(10)   --   Ninth Amendment to Exhibit 10(l)(1) effective    HI's Form 10-K for the year            1-3187     10(l)(10)
                  in part August 6, 1997, in part October 1,       ended December 31, 1997
                  1997, and in part January 1, 1998

*10(l)(11)   --   Tenth Amendment to Exhibit 10(l)(1) effective    HI's Form 10-K for the year            1-3187     10(i)(11)
                  as of September 3, 1997                          ended December 31, 1997

*10(l)(12)   --   Eleventh Amendment to Exhibit 10(l)(1)           CenterPoint Energy's Form 10-K        1-31447     10(l)(12)
                  effective as of January 1, 2001                  for the year ended December 31,
                                                                   2002

*10(l)(13)   --   Twelfth Amendment to Exhibit 10(l)(1)            CenterPoint Energy's Form 10-K        1-31447     10(l)(13)
                  effective as of August 31, 2002                  for the year ended December 31,
                                                                   2002

*10(m)(1)    --   Long-Term Incentive Compensation Plan of HI      HI's Form 10-Q for the quarter         1-7629     10(c)
                  effective as of January 1, 1989                  ended June 30, 1989

*10(m)(2)    --   First Amendment to Exhibit 10(m)(1) effective    HI's Form 10-K for the year            1-7629     10(f)(2)
                  as of January 1, 1990                            ended December 31, 1989

*10(m)(3)    --   Second Amendment to Exhibit 10(m)(1) effective   HI's Form 10-K for the year            1-7629     10(k)(3)
                  as of December 22, 1992                          ended December 31, 1992

*10(m)(4)    --   Third Amendment to Exhibit 10(m)(1) effective    HI's Form 10-K for the year            1-3187     10(m)(4)
                  as of August 6, 1997                             ended December 31, 1997

*10(m)(5)    --   Fourth Amendment to Exhibit 10(m)(1) effective   Reliant Energy's Form 10-Q for         1-3187     10.4
                  as of January 1, 2001                            the quarter ended June 30, 2002

*10(n)(1)    --   Form of stock option agreement for               HI's Form 10-Q for the quarter         1-7629     10(h)
                  non-qualified stock options granted under        ended March 31, 1992
                  Exhibit 10(m)(1)

*10(n)(2)    --   Forms of restricted stock agreement for          HI's Form 10-Q for the quarter         1-7629     10(i)
                  restricted stock granted under Exhibit 10(m)(1)  ended March 31, 1992

*10(o)(1)    --   1994 Long-Term Incentive Compensation Plan of    HI's Form 10-K for the year            1-7629     10(n)(1)
                  HI effective as of January 1, 1994               ended December 31, 1993

*10(o)(2)    --   Form of stock option agreement for               HI's Form 10-K for the year            1-7629     10(n)(2)
                  non-qualified stock options granted under        ended December 31, 1993
                  Exhibit 10(o)(1)

*10(o)(3)    --   First Amendment to Exhibit 10(o)(1) effective    HI's Form 10-Q for the quarter         1-7629     10(e)
                  as of May 9, 1997                                ended June 30, 1997

*10(o)(4)    --   Second Amendment to Exhibit 10(o)(1) effective   HI's Form 10-K for the year            1-3187     10(p)(4)
                  as of August 6, 1997                             ended December 31, 1997

96

                                                                                                       SEC FILE OR
  EXHIBIT                                                                                             REGISTRATION    EXHIBIT
  NUMBER                            DESCRIPTION                    REPORT OR REGISTRATION STATEMENT      NUMBER      REFERENCE
  -------                           -----------                    --------------------------------   ------------   ---------
*10(o)(5)    --   Third Amendment to Exhibit 10(o)(1) effective    HI's Form 10-K for the year            1-3187     10(p)(5)
                  as of January 1, 1998                            ended December 31, 1998

*10(o)(6)    --   Reliant Energy 1994 Long- Term Incentive         Reliant Energy's Form 10-Q for         1-3187     10.6
                  Compensation Plan, as amended and restated       the quarter ended June 30, 2002
                  effective January 1, 2001

*10(o)(7)    --   First Amendment to Exhibit 10(o)(6), effective   CenterPoint Energy's Form 10-K        1-31447     10(p)(7)
                  December 1, 2003                                 for the year ended December 31,
                                                                   2003

*10(o)(8)    --   Form of Non-Qualified Stock Option Award         CenterPoint Energy's Form 8-K         1-31447     10.6
                  Notice under Exhibit 10(o)(6)                    dated January 25, 2005

*10(p)(1)    --   Savings Restoration Plan of HI effective as of   HI's Form 10-K for the year            1-7629     10(f)
                  January 1, 1991                                  ended December 31, 1990

*10(p)(2)    --   First Amendment to Exhibit 10(p)(1) effective    HI's Form 10-K for the year            1-7629     10(l)(2)
                  as of January 1, 1992                            ended December 31, 1991

*10(p)(3)    --   Second Amendment to Exhibit 10(p)(1) effective   HI's Form 10-K for the year            1-3187     10(q)(3)
                  in part, August 6, 1997, and in part, October    ended December 31, 1997
                  1, 1997

*10(q)(1)    --   Director Benefits Plan effective as of January   HI's Form 10-K for the year            1-7629     10(m)
                  1, 1992                                          ended December 31, 1991

*10(q)(2)    --   First Amendment to Exhibit 10(q)(1) effective    HI's Form 10-K for the year            1-7629     10(m)(1)
                  as of August 6, 1997                             ended December 31, 1998

*10(q)(3)    --   CenterPoint Energy Outside Director Benefits     CenterPoint Energy's Form 10-Q        1-31447     10.6
                  Plan, as amended and restated effective June     for the quarter ended September
                  18, 2003                                         30, 2003

*10(q)(4)    --   First Amendment to Exhibit 10(q)(3) effective    CenterPoint Energy's Form 10-Q        1-31447     10.6
                  as of January 1, 2004                            for the quarter ended June 30,
                                                                   2004

*10(r)(1)    --   Executive Life Insurance Plan of HI effective    HI's Form 10-K for the year            1-7629     10(q)
                  as of January 1, 1994                            ended December 31, 1993

*10(r)(2)    --   First Amendment to Exhibit 10(r)(1) effective    HI's Form 10-Q for the quarter         1-7629     10
                  as of January 1, 1994                            ended June 30, 1995

*10(r)(3)    --   Second Amendment to Exhibit 10(r)(1) effective   HI's Form 10-K for the year            1-3187     10(s)(3)
                  as of August 6, 1997                             ended December 31, 1997

*10(r)(4)    --   CenterPoint Energy Executive Life Insurance      CenterPoint Energy's Form 10-Q        1-31447     10.5
                  Plan, as amended and restated effective June     for the quarter ended September
                  18, 2003                                         30, 2003

*10(s)       --   Employment and Supplemental Benefits Agreement   HI's Form 10-Q for the quarter         1-7629     10(f)
                  between HL&P and Hugh Rice Kelly                 ended March 31, 1987

*10(t)(1)    --   Reliant Energy Savings Plan, as amended and      Reliant Energy's Form 10-K for         1-3187     10(cc)(1)
                  restated effective April 1, 1999                 the year ended December 31, 1999

*10(t)(2)    --   First Amendment to Exhibit 10(t)(1) effective    Reliant Energy's Form 10-Q for         1-3187     10.9
                  January 1, 1999                                  the quarter ended June 30, 2002

*10(t)(3)    --   Second Amendment to Exhibit 10(t)(1) effective   Reliant Energy's Form 10-Q for         1-3187     10.10
                  January 1, 1997                                  the quarter ended June 30, 2002

*10(t)(4)    --   Third Amendment to Exhibit 10(t)(1) effective    Reliant Energy's Form 10-Q for         1-3187     10.11
                  January 1, 2001                                  the quarter ended June 30, 2002

*10(t)(5)    --   Fourth Amendment to Exhibit 10(t)(1) effective   Reliant Energy's Form 10-Q for         1-3187     10.12
                  May 6, 2002                                      the quarter ended June 30, 2002

97

                                                                                                      SEC FILE OR
   EXHIBIT                                                                                           REGISTRATION    EXHIBIT
   NUMBER                          DESCRIPTION                    REPORT OR REGISTRATION STATEMENT      NUMBER      REFERENCE
   -------                         -----------                    --------------------------------   ------------   ---------
*10(t)(6)    --   Fifth Amendment to Exhibit 10(t)(1) effective   CenterPoint Energy's Form 10-K        1-31447     10(u)(6)
                  January 1, 2002 and as renamed effective        for the year ended December 31,
                  October 2, 2002                                 2002

++*10(t)(7)  --   Sixth Amendment to Exhibit 10(t)(1) effective
                  January 1, 2005

*10(t)(8)    --   Reliant Energy Savings Trust between Reliant    CenterPoint Energy's Form 10-K        1-31447     10(u)(7)
                  Energy and The Northern Trust Company, as       for the year ended December 31,
                  Trustee, as amended and restated effective      2002
                  April 1, 1999

*10(t)(9)    --   First Amendment to Exhibit 10(t)(8) effective   CenterPoint Energy's Form 10-K        1-31447     10(u)(8)
                  September 30, 2002                              for the year ended December 31,
                                                                  2002

*10(t)(10)   --   Second Amendment to Exhibit 10(t)(8)            CenterPoint Energy's Form 10-K        1-31447     10(u)(9)
                  effective January 6, 2003                       for the year ended December 31,
                                                                  2003

*10(t)(11)   --   Reliant Energy Retirement Plan, as amended      CenterPoint Energy's Form 10-K        1-31447     10(u)(10)
                  and restated effective January 1, 1999          for the year ended December 31,
                                                                  2002

*10(t)(12)   --   First Amendment to Exhibit 10(t)(11)            CenterPoint Energy's Form 10-K        1-31447     10(u)(11)
                  effective as of January 1, 1995                 for the year ended December 31,
                                                                  2002

*10(t)(13)   --   Second Amendment to Exhibit 10(t)(11)           CenterPoint Energy's Form 10-K        1-31447     10(u)(12)
                  effective as of January 1, 1995                 for the year ended December 31,
                                                                  2002

*10(t)(14)   --   Third Amendment to Exhibit 10(t)(11)            CenterPoint Energy's Form 10-K        1-31447     10(u)(13)
                  effective as of January 1, 2001                 for the year ended December 31,
                                                                  2002

*10(t)(15)   --   Fourth Amendment to Exhibit 10(t)(11)           CenterPoint Energy's Form 10-K        1-31447     10(u)(14)
                  effective as of January 1, 2001                 for the year ended December 31,
                                                                  2002

*10(t)(16)   --   Fifth Amendment to Exhibit 10(t)(11)            CenterPoint Energy's Form 10-K        1-31447     10(u)(15)
                  effective as of November 15, 2002, and as       for the year ended December 31,
                  renamed effective October 2, 2002               2002

*10(t)(17)   --   Sixth Amendment to Exhibit 10(t)(11)            CenterPoint Energy's Form 10-K        1-31447     10(u)(16)
                  effective as of January 1, 2002                 for the year ended December 31,
                                                                  2002

*10(t)(18)   --   Seventh Amendment to Exhibit 10(t)(11)          CenterPoint Energy's Form 10-K        1-31447     10(u)(18)
                  effective December 1, 2003                      for the year ended December 31,
                                                                  2003

*10(t)(19)   --   Eighth Amendment to Exhibit 10(t)(11)           CenterPoint Energy's Form 10-Q        1-31447     10.7
                  effective as of January 1, 2004                 for the quarter ended June 30,
                                                                  2004

++*10(t)(20) --   Ninth Amendment to Exhibit 10(t)(11)
                  effective as of October 27, 2004

++*10(t)(21) --   Tenth Amendment to Exhibit 10(t)(11)
                  effective as of January 1, 2005

*10(t)(22)   --   Reliant Energy, Incorporated Master             Reliant Energy's Form 10-K for        1-3187      10(u)(3)
                  Retirement Trust (as amended and restated       the year ended December 31, 1999
                  effective January 1, 1999 and renamed
                  effective May 5, 1999)

10(t)(23)    --   Contribution and Registration Agreement dated   Reliant Energy's Form 10-K for        1-3187      10(u)(4)
                  December 18, 2001 among Reliant Energy,         the year ended December 31, 2001
                  CenterPoint Energy and the Northern Trust
                  Company, trustee under the Reliant Energy,
                  Incorporated Master Retirement Trust

98

                                                                                                    SEC FILE OR
   EXHIBIT                                                                                           REGISTRATION    EXHIBIT
   NUMBER                          DESCRIPTION                    REPORT OR REGISTRATION STATEMENT      NUMBER      REFERENCE
   -------                         -----------                    --------------------------------   ------------   ---------
10(u)(1)     --   Stockholder's Agreement dated as of July 6,     Schedule 13-D dated July 6, 1995     5-19351      2
                  1995 between Houston Industries Incorporated
                  and Time Warner Inc.

10(u)(2)     --   Amendment to Exhibit 10(u)(1) dated November    HI's Form 10-K for the year          1-7629       10(x)(4)
                  18, 1996                                        ended December 31, 1996

*10(v)(1)    --   Houston Industries Incorporated Executive       HI's Form 10-K for the year          1-7629       10(7)
                  Deferred Compensation Trust effective as of     ended December 31, 1995
                  December 19, 1995

*10(v)(2)    --   First Amendment to Exhibit 10(v)(1) effective   HI's Form 10-Q for the quarter       1-3187       10
                  as of August 6, 1997                            ended June 30, 1998

*10(w)       --   Letter Agreement dated December 9, 2004         CenterPoint Energy's Form 8-K        1-31447      10.1
                  between CenterPoint Energy and Milton Carroll   dated December 9, 2004

*10(x)(1)    --   Reliant Energy, Incorporated and Subsidiaries   Reliant Energy's Form 10-K for       1-3187       10(y)
                  Common Stock Participation Plan for             the year ended December 31, 2000
                  Designated New Employees and Non-Officer
                  Employees effective as of March 4, 1998

*10(x)(2)    --   Reliant Energy, Incorporated and Subsidiaries   CenterPoint Energy's Form 10-K       1-31447      10(y)(2)
                  Common Stock Participation Plan for             for the year ended December 31,
                  Designated New Employees and Non-Officer        2002
                  Employees, as amended and restated effective
                  January 1, 2001

*10(y)       --   Reliant Energy, Incorporated Annual Incentive   Reliant Energy's Definitive          1-3187       Exhibit A
                  Compensation Plan, as amended and restated      Proxy Statement for 2000 Annual
                  effective January 1, 1999                       Meeting of Shareholders

*10(z)(1)    --   Long-Term Incentive Plan of Reliant Energy,     Reliant Energy's Registration        333-60260    4.6
                  Incorporated effective as of January 1, 2001    Statement on Form S-8 dated May
                                                                  4, 2001

*10(z)(2)    --   First Amendment to Exhibit 10(z)(1) effective   Reliant Energy's Registration        333-60260    4.7
                   as of January 1, 2001                          Statement on Form S-8 dated May
                                                                  4, 2001

*10(z)(3)    --   Second Amendment to Exhibit 10(z)(1)            CenterPoint Energy's Form 10-K       1-31447      10(aa)(3)
                  effective November 5, 2003                      for the year ended December 31,
                                                                  2003

*10(z)(4)    --   Long-Term Incentive Plan of CenterPoint         CenterPoint Energy's Form 10-Q       1-31447      10.5
                  Energy, Inc. (amended and restated effective    for the quarter ended June 30,
                  as of May 1, 2004)                              2004

*10(z)(5)    --   Form of Non-Qualified Stock Option Award        CenterPoint Energy's Form 8-K        1-31447      10.1
                  Agreement under Exhibit 10(z)(4)                dated January 25, 2005

*10(z)(6)    --   Form of Restricted Stock Award Agreement        CenterPoint Energy's Form 8-K        1-31447      10.2
                  under Exhibit 10(z)(4)                          dated January 25, 2005

*10(z)(7)    --   Form of Performance Share Award under Exhibit   CenterPoint Energy's Form 8-K        1-31447      10.3
                  10(z)(4)                                        dated January 25, 2005

*10(z)(8)    --   Form of Performance Unit Award under Exhibit    CenterPoint Energy's Form 8-K        1-31447      10.4
                  10(z)(4)                                        dated January 25, 2005

*10(z)(9)    --   Form of Restricted Stock Award Agreement        CenterPoint Energy's Form 8-K        1-31447      10.2
                  (With Performance Vesting Requirement)          dated February 21, 2005
                  under Exhibit 10(z)(4)

*10(z)(10)   --   Summary of Performance Objectives for Awards    CenterPoint Energy's Form 8-K        1-31447      10.5
                  under Exhibit 10(z)(4)                          dated January 25, 2005

99

                                                                                       SEC FILE OR
  EXHIBIT                                                                             REGISTRATION    EXHIBIT
  NUMBER                   DESCRIPTION             REPORT OR REGISTRATION STATEMENT      NUMBER      REFERENCE
  -------                  -----------             --------------------------------   ------------   ---------
10(aa)(1)    --   Master Separation Agreement      Reliant Energy's Form 10-Q for        1-3187      10.1
                  entered into as of December      the quarter ended March 31, 2001
                  31, 2000 between Reliant
                  Energy, Incorporated and
                  Reliant Resources, Inc.

10(aa)(2)    --   First Amendment to Exhibit       CenterPoint Energy's Form 10-K        1-31447     10(bb)(5)
                  10(aa)(1) effective as of        for the year ended December 31,
                  February 1, 2003                 2002

10(aa)(3)    --   Employee Matters Agreement,      Reliant Energy's Form 10-Q for        1-3187      10.5
                  entered into as of December      the quarter ended March 31, 2001
                  31, 2000, between Reliant
                  Energy, Incorporated and
                  Reliant Resources, Inc.

10(aa)(4)    --   Retail Agreement, entered into   Reliant Energy's Form 10-Q for        1-3187      10.6
                  as of December 31, 2000,         the quarter ended March 31, 2001
                  between Reliant Energy,
                  Incorporated and Reliant
                  Resources, Inc.

10(aa)(5)    --   Tax Allocation Agreement,        Reliant Energy's Form 10-Q for        1-3187      10.8
                  entered into as of December      the quarter ended March 31, 2001
                  31, 2000, between Reliant
                  Energy, Incorporated and
                  Reliant Resources, Inc.

10(bb)(1)    --   Separation Agreement entered     CenterPoint Energy's Form 10-K        1-31447     10(cc)(1)
                  into as of August 31, 2002       for the year ended December 31,
                  between CenterPoint Energy and   2002
                  Texas Genco

10(bb)(2)    --   Transition Services Agreement,   CenterPoint Energy's Form 10-K        1-31447     10(cc)(2)
                  dated as of August 31, 2002,     for the year ended December 31,
                  between CenterPoint Energy and   2002
                  Texas Genco

10(bb)(3)    --   Tax Allocation Agreement,        CenterPoint Energy's Form 10-K        1-31447     10(cc)(3)
                  dated as of August 31, 2002,     for the year ended December 31,
                  between CenterPoint Energy and   2002
                  Texas Genco

10(bb)(4)    --   Assignment and Assumption        Texas Genco's Registration            1-31449     10.11
                  Agreement for the Technical      Statement on Form 10
                  Services Agreement entered
                  into as of August 31, 2002, by
                  and between CenterPoint Energy
                  and Texas Genco, LP

*10(cc)      --   Retention Agreement effective    Reliant Energy's Form 10-K for        1-3187      10(jj)
                  October 15, 2001 between         the year ended December 31, 2001
                  Reliant Energy and David G.
                  Tees

*10(dd)      --   Retention Agreement effective    Reliant Energy's Form 10-K for        1-3187      10(kk)
                  October 15, 2001 between         the year ended December 31, 2001
                  Reliant Energy and Michael A.
                  Reed

*10(ee)(1)   --   Non-Qualified Executive          CenterPoint Energy's Form 10-K        1-31447     10(ff)(1)
                  Disability Income Plan of        for the year ended December 31,
                  Arkla, Inc. effective as of      2002
                  August 1, 1983

*10(ee)(2)   --   Executive Disability Income      CenterPoint Energy's Form 10-K        1-31447     10(ff)(2)
                  Agreement effective July 1,      for the year ended December 31,
                  1984 between Arkla, Inc. and     2002
                  T. Milton Honea

*10(ff)      --   Non-Qualified Unfunded           CenterPoint Energy's Form 10-K        1-31447     10(gg)
                  Executive Supplemental Income    for the year ended December 31,
                  Retirement Plan of Arkla, Inc.   2002
                  effective as of August 1, 1983

*10(gg)(1)   --   Deferred Compensation Plan for   CenterPoint Energy's Form 10-K        1-31447     10(hh)(1)
                  Directors of Arkla, Inc.         for the year ended December 31,
                  effective as of November 10,     2002
                  1988

*10(gg)(2)   --   First Amendment to Exhibit       CenterPoint Energy's Form 10-K        1-31447     10(hh)(2)
                  10(hh)(1) effective as of        for the year ended December 31,
                  August 6, 1997                   2002

100

                                                                                       SEC FILE OR
  EXHIBIT                                                                             REGISTRATION    EXHIBIT
  NUMBER                   DESCRIPTION             REPORT OR REGISTRATION STATEMENT      NUMBER      REFERENCE
  -------                  -----------             --------------------------------   ------------   ---------
10(hh)       --   Pledge Agreement dated as of     CenterPoint Energy's Form 10-Q        1-31447       10.1
                  May 28, 2003 by Utility          for the quarter ended June 30,
                  Holding, LLC in favor of JP      2003
                  Morgan Chase Bank, as
                  administrative agent

*10(ii)      --   CenterPoint Energy Deferred      CenterPoint Energy's Form 10-Q        1-31447       10.2
                  Compensation Plan, as amended    for the quarter ended June 30,
                  and restated effective January   2003
                  1, 2003

*10(jj)(1)   --   CenterPoint Energy Short Term    CenterPoint Energy's Form 10-Q        1-31447       10.3
                  Incentive Plan, as amended and   for the quarter ended September
                  restated effective January 1,    30, 2003
                  2003

*10(jj)(2)   --   Summary of 2005 goals for        CenterPoint Energy's Form 8-K         1-31447       10.1
                  Exhibit 10(jj)(1)                dated February 21, 2005

*10(kk)      --   CenterPoint Energy Stock Plan    CenterPoint Energy's Form 10-K        1-31447       10(ll)
                  for Outside Directors, as        for the year ended December 31,
                  amended and restated effective   2003
                  May 7, 2003

++10(ll)     --   Summary of non-employee
                  director compensation

++10(mm)     --   Summary of named executive
                  officer compensation

++12         --   Computation of Ratios of
                  Earnings to Fixed Charges

++21         --   Subsidiaries of CenterPoint
                  Energy

+23          --   Consent of Deloitte & Touche
                  LLP

+31.1        --   Rule 13a-14(a)/15d-14(a)
                  Certification of David M.
                  McClanahan

+31.2        --   Rule 13a-14(a)/15d-14(a)
                  Certification of Gary L.
                  Whitlock

+32.1        --   Section 1350 Certification of
                  David M. McClanahan

+32.2        --   Section 1350 Certification of
                  Gary L. Whitlock

101

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-120306, 333-116246, 333-114543, 333-114440 and 333-110348 on Form S-3; Registration Statement Nos. 333-115976 and 333-105773 on Form S-8; Post-Effective Amendment No. 1 to Registration Statement No. 333-33303-99 on Form S-3; Post Effective Amendment No. 1 to Registration Statement Nos. 333-32413-99, 333-49333-99, 333-38188-99, 333-60260-99, 333-98271-99 and 333-101202 on Form S-8; and Post-Effective Amendment No. 5 to Registration Statement No. 333-11329-99 on Form S-8 of our reports relating to i) the consolidated financial statements of CenterPoint Energy, Inc. and subsidiaries dated March 15, 2005, January 10, 2006, as to the effects of the restatement discussed in Note 17 to the consolidated financial statements (which report expresses an unqualified opinion and includes explanatory paragraphs relating to the Company's presentation of its electric generating operations as discontinued operations and the restatement discussed in Note 17 to the consolidated financial statements), ii) the consolidated financial statement schedules dated March 15, 2005, and iii) management's report on the effectiveness of internal control over financial reporting dated March 15, 2005, January 10, 2006 as to the effects of the material weakness described in Management's Annual Report on Internal Control over Financial Reporting as revised (which report expresses an adverse opinion on the effectiveness of internal control over financial reporting), appearing in this Amendment No. 2 to the Annual Report on Form 10-K/A of CenterPoint Energy, Inc. for the year ended December 31, 2004.

DELOITTE & TOUCHE LLP
Houston, Texas

January 10, 2006


EXHIBIT 31.1

CERTIFICATIONS

I, David M. McClanahan, certify that:

1. I have reviewed this amended Annual Report on Form 10-K/A of CenterPoint Energy, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: January 10, 2006


                                        /s/ David M. McClanahan
                                        ----------------------------------------
                                        David M. McClanahan
                                        President and Chief Executive Officer


EXHIBIT 31.2

CERTIFICATIONS

I, Gary L. Whitlock, certify that:

1. I have reviewed this amended Annual Report on Form 10-K/A of CenterPoint Energy, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: January 10, 2006


                                        /s/ Gary L. Whitlock
                                        ----------------------------------------
                                        Gary L. Whitlock
                                        Executive Vice President and
                                        Chief Financial Officer


EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

In connection with the amended Annual Report of CenterPoint Energy, Inc. (the "Company") on Form 10-K/A for the year ended December 31, 2004 (the "Report"), as filed with the Securities and Exchange Commission on the date hereof, I, David M. McClanahan, Chief Executive Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: January 10, 2006                   /s/ David M. McClanahan
                                        ----------------------------------------
                                        David M. McClanahan
                                        President and Chief Executive Officer


EXHIBIT 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

In connection with the amended Annual Report of CenterPoint Energy, Inc. (the "Company") on Form 10-K/A for the year ended December 31, 2004 (the "Report"), as filed with the Securities and Exchange Commission on the date hereof, I, Gary L. Whitlock, Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: January 10, 2006                   /s/ Gary L. Whitlock
                                        ----------------------------------------
                                        Gary L. Whitlock
                                        Executive Vice President and
                                        Chief Financial Officer



End of Filing
Powered By: EDGAR Online, Inc.
© 2006 | EDGAR Online, Inc.