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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 1-13265
CENTERPOINT ENERGY RESOURCES CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0511406
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1111 LOUISIANA
HOUSTON, TEXAS 77002 (713) 207-1111
(Address and zip code of principal (Registrant's telephone number,
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
------------------- -----------------------------------------
NorAm Financing I 6 1/4% Convertible Trust
Originated Preferred Securities New York Stock Exchange
6% Convertible Subordinated Debentures due
2012 New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
CENTERPOINT ENERGY RESOURCES CORP. 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 together with a consent of our independent
registered public accounting firm (Exhibit 23), 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 Income for the Three Years Ended December 31, 2004.............................26
Statements of Consolidated Comprehensive Income for the Three Years Ended December 31, 2004...............27
Consolidated Balance Sheets at December 31, 2004 and 2003.................................................28
Statements of Consolidated Cash Flows for the Three Years Ended December 31, 2004.........................29
Statements of Consolidated Stockholder's Equity for the Three Years Ended December 31, 2004...............30
Notes to Consolidated Financial Statements................................................................31
Report of Independent Registered Public Accounting Firm...................................................51
(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 RESOURCES CORP. AND SUBSIDIARIES
(AN INDIRECT WHOLLY OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)
SCHEDULE II -- QUALIFYING VALUATION ACCOUNTS
FOR THE THREE YEARS ENDED DECEMBER 31, 2004
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- ---------------------------------------------- ---------- -------- ----------- --------
ADDITIONS
-------------------- BALANCE
BALANCE AT CHARGED TO DEDUCTIONS 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....... $27,975 $ 26,017 $ -- $26,059 $27,933
Deferred tax asset valuation allowance.. 73,248 (67,428) 14,114 -- 19,934
Year Ended December 31, 2003:
Accumulated provisions:
Uncollectible accounts receivable....... 19,568 23,713 -- 15,306 27,975
Deferred tax asset valuation allowance.. 82,880 (9,632) -- -- 73,248
Year Ended December 31, 2002:
Accumulated provisions:
Uncollectible accounts receivable....... 33,047 15,391 -- 28,870 19,568
Deferred tax asset valuation allowance.. 14,999 67,881 -- -- 82,880
- ----------
(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.
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 RESOURCES CORP.
(Registrant)
By: /s/ DAVID M. MCCLANAHAN
-------------------------------------
David M. McClanahan
President and Chief Executive Officer
3
CENTERPOINT ENERGY RESOURCES CORP.
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)(1) -- Agreement and Plan of Merger HI's Form 8-K dated August 11, 1-7629 2
among the Company, HL&P, HI 1996
Merger, Inc. and NorAm dated
August 11, 1996
2(a)(2) -- Amendment to Agreement and Plan Registration Statement on Form 333-11329 2(c)
of Merger among the Company, S-4
HL&P, HI Merger, Inc. and
NorAm dated August 11,1996
2(b) -- Agreement and Plan of Merger Registration Statement on Form 333-54526 2
dated December 29, 2000 S-3
merging Reliant Resources
Merger Sub, Inc. with and into
Reliant Energy Services, Inc.
3(a)(1) -- Certificate of Incorporation of Form 10-K for the year ended 1-3187 3(a)(1)
RERC Corp. December 31, 1997
3(a)(2) -- Certificate of Merger merging Form 10-K for the year ended 1-3187 3(a)(2)
former NorAm Energy Corp. with December 31, 1997
and into HI Merger, Inc. dated
August 6, 1997
3(a)(3) -- Certificate of Amendment Form 10-K for the year ended 1-3187 3(a)(3)
changing the name to Reliant December 31, 1998
Energy Resources Corp.
3(a)(4) -- Certificate of Amendment Form 10-Q for the quarter ended 1-13265 3(a)(4)
changing the name to June 30, 2003
CenterPoint Energy Resources
Corp.
3(b) -- Bylaws of RERC Corp. Form 10-K for the year ended 1-3187 3(b)
December 31, 1997
4(a)(1) -- Indenture, dated as of December NorAm's Form 10-K for the year 1-13265 4.14
1, 1986, between NorAm and ended December 31, 1986
Citibank, N.A., as Trustee
4(a)(2) -- First Supplemental Indenture to Form 10-K for the year ended 1-3187 4(a)(2)
Exhibit 4(a)(1) dated as of December 31, 1997
September 30, 1988
4(a)(3) -- Second Supplemental Indenture to Form 10-K for the year ended 1-3187 4(a)(3)
Exhibit 4(a)(1) dated as of December 31, 1997
November 15, 1989
4(a)(4) -- Third Supplemental Indenture to Form 10-K for the year ended 1-3187 4(a)(4)
Exhibit 4(a)(1) dated as of December 31, 1997
August 6, 1997
4(b)(1) -- Indenture, dated as of March 31, NorAm's Registration Statement 33-14586 4.20
1987, between NorAm and Chase on Form S-3
Manhattan Bank, N.A., as
Trustee, authorizing 6%
Convertible Subordinated
Debentures due 2012
4(b)(2) -- Supplemental Indenture to Form 10-K for the year ended 1-3187 4(b)(2)
Exhibit 4(b)(1) dated as of December 31, 1997
August 6, 1997
4
SEC FILE
OR
EXHIBIT REGISTRATION EXHIBIT
NUMBER DESCRIPTION REPORT OR REGISTRATION STATEMENT NUMBER REFERENCE
- ------- ------------------------------------- -------------------------------- ------------ ---------
4(c)(1) -- Form of Indenture between NorAm NorAm's Registration Statement 33-64001 4.8
and The Bank of New York as on Form S-3
Trustee
4(c)(2) -- Form of First Supplemental NorAm's Form 8-K dated June 10, 1-13265 4.01
Indenture to Exhibit 4(c)(1) 1996
4(c)(3) -- Second Supplemental Indenture to Form 10-K for the year ended 1-3187 4(d)(3)
Exhibit 4(c)(1) dated as of December 31, 1997
August 6, 1997
4(d) -- Indenture, dated as of December Registration Statement on Form 333-41017 4.1
1, 1997, between RERC Corp. S-3
and Chase Bank of Texas,
National Association
4(e)(1) -- Indenture, dated as of February Form 8-K dated February 5, 1998 1-13265 4.1
1, 1998, between RERC Corp.
and Chase Bank of Texas,
National Association, as
Trustee
4(e)(2) -- Supplemental Indenture No. 1, Form 8-K dated February 5, 1998 1-13265 4.2
dated as of February 1, 1998,
providing for the issuance of
RERC Corp.'s 6 1/2% Debentures
due February 1, 2008
4(e)(3) -- Supplemental Indenture No. 2, Form 8-K dated November 9, 1998 1-13265 4.1
dated as of November 1, 1998,
providing for the issuance of
RERC Corp.'s 6 3/8% Term
Enhanced ReMarketable
Securities
4(e)(4) -- Supplemental Indenture No. 3, Registration Statement on Form 333-49162 4.2
dated as of July 1, 2000, S-4
providing for the issuance of
RERC Corp.'s 8.125% Notes due
2005
4(e)(5) -- Supplemental Indenture No. 4, Form 8-K dated February 21, 2001 1-13265 4.1
dated as of February 15, 2001,
providing for the issuance of
RERC Corp.'s 7.75% Notes due
2011
4(e)(6) -- Supplemental Indenture No. 5, Form 8-K dated March 18, 2003 1-13265 4.1
dated as of March 25, 2003,
providing for the issuance of
CERC Corp.'s 7.875% Senior
Notes due 2013
4(e)(7) -- Supplemental Indenture No. 6, Form 8-K dated April 7, 2003 1-13265 4.2
dated as of April 14, 2003,
providing for the issuance of
CERC Corp.'s 7.875% Senior
Notes due 2013
4(e)(8) -- Supplemental Indenture No. 7, Form 8-K dated October 29, 2003 1-13265 4.2
dated as of November 3, 2003,
providing for the issuance of
CERC Corp.'s 5.95% Senior
Notes due 2014
4(f) -- $250,000,000 Credit Agreement, Form 8-K dated March 31, 2004 1-13265 4.1
dated as of March 23, 2004,
among CERC Corp., as borrower,
and the Initial Lenders named
therein, as Initial Lenders
5
There have not been filed as exhibits to this Form 10-K certain long-term
debt instruments, including indentures, under which the total amount of
securities do not exceed 10% of the total assets of CERC. CERC 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) -- Service Agreement by and between NorAm's Form 10-K for the year 1-13265 10.20
Mississippi River Transmission ended December 31, 1989
Corporation and Laclede Gas
Company dated August 22, 1989
++12 -- Computation of Ratios of
Earnings to Fixed Charges
+23 -- Report and 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
6
EXHIBIT 23
REPORT AND CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have audited the consolidated financial statements of CenterPoint
Energy Resources Corp. 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 23, 2005; 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 the Company listed in the index at Item 15 (a)(2)
of the Form 10-K and of this Annual Report on Form 10-K/A of the Company for
the year ended December 31, 2004 (Form 10-K/A). 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, also dated March
23, 2005, 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.
We consent to the incorporation by reference in Registration Statement
No. 333-54256 on Form S-3 of our report dated March 23, 2005, relating to the
financial statement schedule of CenterPoint Energy Resources Corp. appearing in
this Form 10-K/A.
DELOITTE & TOUCHE LLP
Houston, Texas
August 26, 2005
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 Resources Corp.; 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
President and Chief 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 Resources Corp.; 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
