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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
(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 1-3187
CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC
(Exact name of registrant as specified in its charter)
TEXAS 22-3865106
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1111 LOUISIANA
HOUSTON, TEXAS 77002 (713) 207-1111
(Address and zip code of (Registrant's telephone number,
principal executive offices) including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- -----------------------------------------
9.15% First Mortgage Bonds due 2021 New York Stock Exchange
6.95% General Mortgage Bonds due 2033 New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE
CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC MEETS THE CONDITIONS SET FORTH IN
GENERAL INSTRUCTION I(1)(A) AND (B) OF FORM 10-K AND IS THEREFORE FILING THIS
FORM 10-K WITH THE REDUCED DISCLOSURE FORMAT.
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 the registrant's 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 [ ] No[X]
The aggregate market value of the common equity held by non-affiliates as
of June 30, 2004: None
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TABLE OF CONTENTS
PAGE
PART IV
Item 15. Exhibits and Financial Statement Schedules................. 1
EXPLANATORY NOTE
This Amendment No. 1 to our Annual Report on Form 10-K for the year
ended December 31, 2004 (the "Annual Report") is solely for the purpose of
supplementing the Annual Report by filing the opinion of our independent
registered public accounting firm regarding the financial statement schedule
contained in Item 15 that was inadvertently omitted from our original filing.
Accordingly, pursuant to Rule 12b-15 of the Securities Exchange Act, this
Amendment No. 1 includes such opinion (Exhibit 99), the complete text of Item
15, including the financial statement schedule listed in Item 15(a)(2), as well
as relevant certifications (Exhibits 31.1 and 31.2). This Amendment No. 1 does
not reflect events occurring after the filing of the original Annual Report, or
modify or update the disclosures therein in any way other than as described
above.
i
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
PAGE
(a)(1) Financial Statements*.
Statements of Consolidated Operations for the Three Years Ended December 31, 2004.......................29
Statements of Consolidated Comprehensive Income for the Three Years Ended December 31, 2004.............30
Consolidated Balance Sheets at December 31, 2004 and 2003...............................................31
Statements of Consolidated Cash Flows for the Three Years Ended December 31, 2004.......................32
Statements of Consolidated Stockholder's and Member's Equity for the Three Years Ended
December 31, 2004.....................................................................................33
Notes to Consolidated Financial Statements..............................................................34
Report of Independent Registered Public Accounting Firm.................................................53
(a)(2) Financial Statement Schedules for the Three Years Ended December 31, 2004.
II--Qualifying Valuation Accounts........................................................................2
* Note that the page numbers referenced for the financial statements in (a)(1)
above are the relevant page numbers of our Annual Report on Form 10-K for
the fiscal year ended December 31, 2004 as originally filed on March 24,
2005.
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:
I, III, IV and V.
(a)(3) Exhibits.
See Index of Exhibits beginning on page 4.
1
CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC
AND SUBSIDIARIES (AN INDIRECT WHOLLY OWNED
SUBSIDIARY OF CENTERPOINT ENERGY, INC.)
SCHEDULE II -- QUALIFYING VALUATION ACCOUNTS
FOR THE THREE YEARS ENDED DECEMBER 31, 2004
(IN THOUSANDS)
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- ---------- ---------- --------------------
ADDITIONS
BALANCE AT DEDUCTIONS BALANCE AT
BEGINNING CHARGED FROM END OF
DESCRIPTION OF PERIOD TO INCOME RESERVES(1) PERIOD
Year Ended December 31, 2004:
Accumulated provisions:
Uncollectible accounts receivable...................$ 2,825 $ 812 $ 1,532 $ 2,105
Year Ended December 31, 2003:
Accumulated provisions:
Uncollectible accounts receivable.......................4,726 324 2,225 2,825
Year Ended December 31, 2002:
Accumulated provisions:
Uncollectible accounts receivable......................13,000 10,492 18,766 4,726
----------
(1) 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.
2
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 29th day of August, 2005.
CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC
(Registrant)
By: /s/ DAVID M. MCCLANAHAN
-----------------------------------
David M. McClanahan
Manager
3
CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC
EXHIBITS TO THE ANNUAL REPORT ON FORM 10-K
FOR FISCAL YEAR ENDED DECEMBER 31, 2004
INDEX OF EXHIBITS
Exhibits filed herewith 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 originally filed on March 24, 2005 are designated by two crosses
(++); all exhibits not so designated are incorporated herein by reference to a
prior filing as indicated.
SEC FILE OR
EXHIBIT REGISTRATION EXHIBIT
NUMBER. DESCRIPTION REPORT OR REGISTRATION STATEMENT NUMBER REFERENCE
-------- --------------------------------- -------------------------------- ------------ ---------
2(a) Agreement and Plan of Merger Joint Proxy Statement/ Prospectus of 333-69502 Annex A
among Reliant Energy, REI contained in Registration
Incorporated ("REI"), CenterPoint Statement on Form S-4
Energy, Inc. ("CNP") and Reliant
Energy MergerCo, Inc. dated as of
October 19, 2001
3(a) Articles of Conversion of REI Form 8-K dated August 31, 2002 filed 1-3187 3(a)
with the SEC on September 3, 2002
3(b) Articles of Organization of Form 8-K dated August 31, 2002 filed 1-3187 3(b)
CenterPoint Energy Houston with the SEC on September 3, 2002
Electric, LLC ("CenterPoint
Houston")
3(c) Limited Liability Company Form 8-K dated August 31, 2002 1-3187 3(c)
Regulations of CenterPoint Houston Filed with the SEC on September 3, 2002
4(a)(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(a)(2) Twenty-First through Fiftieth HL&P's Form 10-K for the year ended 1-3187 4(a)(2)
Supplemental Indentures to December 31, 1989
Exhibit 4(a)(1)
4(a)(3) Fifty-First Supplemental HL&P's Form 10-Q for the quarter ended 1-3187 4(a)
Indenture to Exhibit 4(a)(1) June 30, 1991
dated as of March 25, 1991
4(a)(4) Fifty-Second through Fifty- Fifth HL&P's Form 10-Q for the quarter ended 1-3187 4
Supplemental Indentures to March 31, 1992
Exhibit 4(a)(1) each dated as of
March 1, 1992
4(a)(5) Fifty-Sixth and Fifty-Seventh HL&P's Form 10-Q for the quarter ended 1-3187 4
Supplemental Indentures to September 30, 1992
Exhibit 4(a)(1) each dated as of
October 1, 1992
4
SEC FILE OR
EXHIBIT REGISTRATION EXHIBIT
NUMBER DESCRIPTION REPORT OR REGISTRATION STATEMENT NUMBER REFERENCE
-------- --------------------------------- -------------------------------- ------------ ---------
4(a)(6) Fifty-Eighth and Fifty-Ninth HL&P's Form 10-Q for the quarter ended 1-3187 4
Supplemental Indentures to March 31, 1993
Exhibit 4(a)(1) each dated as of
March 1, 1993
4(a)(7) Sixtieth Supplemental Indenture HL&P's Form 10-Q for the quarter ended 1-3187 4
to Exhibit 4(a)(1) dated as of June 30, 1993
July 1, 1993
4(a)(8) Sixty-First through Sixty- Third HL&P's Form 10-K for the year ended 1-3187 4(a)(8)
Supplemental Indentures to December 31, 1993
Exhibit 4(a)(1) each dated as of
December 1, 1993
4(a)(9) Sixty-Fourth and Sixty-Fifth HL&P's Form 10-K for the year ended 1-3187 4(a)(9)
Supplemental Indentures to December 31, 1995
Exhibit 4(a)(1) each dated as of
July 1, 1995
4(b)(1) General Mortgage Indenture, dated Quarterly Report on Form 10-Q for the 1-3187 4(j)(1)
as of October 10, 2002, between quarterly period ended September 30,
CenterPoint Energy Houston 2002
Electric, LLC and JPMorgan
Chase Bank, as Trustee
4(b)(2) First Supplemental Indenture to Quarterly Report on Form 10-Q for the 1-3187 4(j)(2)
Exhibit 4(b)(1), dated as of quarterly period ended September 30,
October 10, 2002 2002
4(b)(3) Second Supplemental Indenture to Quarterly Report on Form 10-Q for the 1-3187 4(j)(3)
Exhibit 4(b)(1), dated as of quarterly period ended September 30,
October 10, 2002 2002
4(b)(4) Third Supplemental Indenture to Quarterly Report on Form 10-Q for the 1-3187 4(j)(4)
Exhibit 4(b)(1), dated as of quarterly period ended September 30,
October 10, 2002 2002
4(b)(5) Fourth Supplemental Indenture to Quarterly Report on Form 10-Q for the 1-3187 4(j)(5)
Exhibit 4(b)(1), dated as of quarterly period ended September 30,
October 10, 2002 2002
4(b)(6) Fifth Supplemental Indenture to Quarterly Report on Form 10-Q for the 1-3187 4(j)(6)
Exhibit 4(b)(1), dated as of quarterly period ended September 30,
October 10, 2002 2002
4(b)(7) Sixth Supplemental Indenture to Quarterly Report on Form 10-Q for the 1-3187 4(j)(7)
Exhibit 4(b)(1), dated as of quarterly period ended September 30,
October 10, 2002 2002
4(b)(8) Seventh Supplemental Indenture to Quarterly Report on Form 10-Q for the 1-3187 4(j)(8)
Exhibit 4(b)(1), dated as of quarterly period ended September 30,
October 10, 2002 2002
4(b)(9) Eighth Supplemental Indenture to Quarterly Report on Form 10-Q for the 1-3187 4(j)(9)
Exhibit 4(b)(1), dated as of quarterly period ended September 30,
October 10, 2002 2002
4(b)(10) Officer's Certificates dated CNP's Form 10-K for the year ended 1-31447 4(c)(10)
October 10, 200, setting forth December 31, 2003
the form, terms and provisions of
the First through Eighth Series of
General Mortgage Bonds
5
SEC FILE OR
EXHIBIT REGISTRATION EXHIBIT
NUMBER DESCRIPTION REPORT OR REGISTRATION STATEMENT NUMBER REFERENCE
-------- --------------------------------- -------------------------------- ------------ ---------
4(b)(11) Ninth Supplemental Indenture to Annual Report on Form 10-K for the 1-3187 4(k)(10)
Exhibit 4(b)(1), dated as of year ended December 31, 2002
November 12, 2002
4(b)(12) Officer's Certificate dated CNP's Form 10-K for the year ended 1-31447 4(e)(12)
October 10, 2002, setting forth December 31, 2003
the form, terms and provisions of
the Ninth Series of General Mortgage
Bonds
4(b)(13) Tenth Supplemental Indenture to Form 8-K dated March 13, 2003 1-3187 4.1
Exhibit 4(b)(1), dated as of
March 18, 2003
4(b)(14) Officer's Certificate dated Form 8-K dated March 13, 2003 1-3187 4.2
March 18, 2003 setting forth
the form, terms and provisions
of the Tenth Series and Eleventh
Series of General Mortgage Bonds
4(b)(15) Eleventh Supplemental Indenture Form 8-K dated May 16, 2003 1-3187 4.1
to Exhibit 4(b)(1), dated as of
May 23, 2003
4(b)(16) Officer's Certificate dated May Form 8-K dated May 16, 2003 1-3187 4.2
23, 2003 setting forth the form,
terms and provisions of the
Twelfth Series of General
Mortgage Bonds
4(b)(17) Twelfth Supplemental Indenture to Form 8-K dated September 9, 2003 1-3187 4.2
Exhibit 4(b)(1), dated as of
September 9, 2003
4(b)(18) Officer's Certificate dated Form 8-K dated September 9, 2003 1-3187 4.3
September 9, 2003 setting forth
the form, terms and provisions of
the Thirteenth Series of General
Mortgage Bonds
4(c)(1) $1,310,000,000 Credit Agreement, Annual Report on Form 10-K for the 1-3187 4(c)(1)
dated as of November 12, 2002, year ended December 31, 2002
among CenterPoint Houston and the
banks named therein
4(c)(2) First Amendment to Exhibit CNP's Form 10-Q for the quarter ended 1-31447 10.7
10(a)(1), dated as of September September 30, 2003
3, 2003
4(c)(3) Pledge Agreement, dated as of Annual Report on Form 10-K for the 1-3187 4(c)(2)
November 12, 2002 executed in year ended December 31, 2002
connection with Exhibit 10(a)(1)
4(d) $200,000,000 Credit Agreement Form 8-K dated March 7, 2005 1-3187 4.2
dated as of March 7, 2005 among
CenterPoint Houston and the banks
named therein
4(e) $1,310,000,000 Credit Agreement Form 8-K dated March 7, 2005 1-3187 4.3
dated as of March 7, 2005 among
CenterPoint Houston and the banks
named therein
6
Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, CenterPoint Houston
has not filed as exhibits to this Form 10-K 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 Houston and its
subsidiaries on a consolidated basis. CenterPoint Houston 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
-------- --------------------------------- -------------------------------- ------------ ---------
++12 Computation of Ratio of Earnings
to Fixed Charges
+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
+99 Report of Deloitte & Touche LLP
7
EXHIBIT 31.1
CERTIFICATIONS
I, David M. McClanahan, certify that:
1. I have reviewed this annual report on Form 10-K/A of
CenterPoint Energy Houston Electric, LLC; and
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.
Date: August 29, 2005
/s/ David M. McClanahan
----------------------------------------
David M. McClanahan
Chairman (Principal Executive Officer)
EXHIBIT 31.2
CERTIFICATIONS
I, Gary L. Whitlock, certify that:
1. I have reviewed this annual report on Form 10-K/A of
CenterPoint Energy Houston Electric, LLC; and
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.
Date: August 29, 2005
/s/ Gary L. Whitlock
--------------------------------------
Gary L. Whitlock
Executive Vice President and
Chief Financial Officer
EXHIBIT 99
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Member of
CenterPoint Energy Houston Electric, LLC
Houston, Texas
We have audited the consolidated financial statements of CenterPoint Energy
Houston Electric, LLC 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 thereon dated March 22, 2005 (which report
expresses an unqualified opinion and includes an explanatory paragraph
concerning the distribution of its ownership interest in certain subsidiaries
on August 31, 2002 and the resulting accounting treatment as discontinued
operations as described in Note 1 to the consolidated financial statements);
such report has previously been filed as part of the Company's Annual Report on
Form 10-K for the year ended December 31, 2004 (Form 10-K). Our audits also
included the financial statement schedule of the Company listed in the index at
Item 15(a)(2) of the Form 10-K and of the Annual Report on Form 10-K/A of the
Company for the year ended December 31, 2004. This financial statement schedule
is the responsibility of the Company's management. Our responsibility is to
express an opinion based on our audits. In our opinion, such financial statement
schedule, when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly, in all material respects, the
information set forth therein.
DELOITTE & TOUCHE LLP
Houston, Texas
March 22, 2005
