CENTERPOINT ENERGY HOUSTON ELECTRIC LLC - 10-Q Quarterly Report

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

FORM 10-Q

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED MARCH 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 Identification No.)
incorporation or organization)

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

________________________________________

CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC MEETS THE CONDITIONS SET FORTH IN
GENERAL INSTRUCTION H(1)(A) AND (B) OF FORM 10-Q AND IS THEREFORE FILING THIS
FORM 10-Q 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 whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

As of May 1, 2004, all 1,000 common shares of CenterPoint Energy Houston
Electric, LLC were held by Utility Holding, LLC, a wholly owned subsidiary of
CenterPoint Energy, Inc.

CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2004

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.................................................. 1
Statements of Consolidated Income
Three Months Ended March 31, 2003 and 2004 (unaudited)............ 1
Consolidated Balance Sheets
December 31, 2003 and March 31, 2004 (unaudited).................. 2
Statements of Consolidated Cash Flows
Three Months Ended March 31, 2003 and 2004 (unaudited)............ 4
Notes to Unaudited Consolidated Financial Statements................. 5
Item 2. Management's Narrative Analysis of the Results of Operations.......... 12
Item 4. Controls and Procedures............................................... 20
PART II. OTHER INFORMATION
Item 1. Legal Proceedings..................................................... 21
Item 6. Exhibits and Reports on Form 8-K...................................... 21

i

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.

The following are some of the factors that could cause actual results to
differ materially from those expressed or implied in forward-looking statements:

- the timing and outcome of the regulatory process related to the 1999
Texas Electric Choice Law leading to the determination and recovery
of the true-up components and the securitization of these amounts;

- state and federal legislative and regulatory actions or
developments, including deregulation, re-regulation and
restructuring of the electric utility industry, constraints placed
on our activities or business by the Public Utility Holding Company
Act of 1935, as amended (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;

- changes in interest rates or rates of inflation;

- weather variations and other natural phenomena;

- commercial bank and financial market conditions, our access to
capital, the cost of such capital, receipt of certain 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;

- non-payment for our services due to financial distress of our
customers, including Reliant Energy, Inc. (formerly named Reliant
Resources) (RRI);

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

- the ability of RRI to satisfy its obligations to us including
indemnity obligations and obligations to pay the "price to beat"
clawback; and

- other factors we discuss in "Risk Factors" beginning on page 11 of
the CenterPoint Energy Houston Electric, LLC Annual Report on Form
10-K for the year ended December 31, 2003.

Additional risk factors are described in other documents we file with the
Securities and Exchange Commission.

ii

You should not place undue reliance on forward-looking statements. Each
forward-looking statement speaks only as of the date of the particular
statement.

iii

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC AND SUBSIDIARIES
(AN INDIRECT WHOLLY OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)
STATEMENTS OF CONSOLIDATED INCOME
(THOUSANDS OF DOLLARS)
(UNAUDITED)

THREE MONTHS ENDED
MARCH 31,
-------------------------
2003 2004
--------- ---------

REVENUES............................................................ $ 447,403 $ 329,150

EXPENSES:
Operation and maintenance....................................... 133,008 132,139
Depreciation and amortization................................... 64,742 65,073
Taxes other than income taxes................................... 44,052 47,045
--------- ---------
Total.................................................... 241,802 244,257
--------- ---------
OPERATING INCOME.................................................... 205,601 84,893
--------- ---------

OTHER INCOME (EXPENSE):
Interest and other finance charges.............................. (82,382) (77,087)
Interest on transition bonds.................................... (9,848) (9,674)
Other, net...................................................... 8,508 6,925
--------- ---------
Total.................................................... (83,722) (79,836)
--------- ---------

INCOME BEFORE INCOME TAXES.......................................... 121,879 5,057
Income Tax Expense.............................................. 41,704 1,752
--------- ---------
NET INCOME.......................................................... $ 80,175 $ 3,305
========= =========

See Notes to the Company's Interim Financial Statements

1

CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC AND SUBSIDIARIES
(AN INDIRECT WHOLLY OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)
CONSOLIDATED BALANCE SHEETS
(THOUSANDS OF DOLLARS)
(UNAUDITED)

ASSETS

DECEMBER 31, MARCH 31,
2003 2004
------------- ------------

CURRENT ASSETS:
Cash and cash equivalents............................... $ 30,720 $ 16,088
Accounts and notes receivable, net...................... 91,332 109,117
Accounts receivable -- affiliated companies, net........ 3,897 --
Accrued unbilled revenues............................... 71,507 66,673
Materials and supplies.................................. 56,008 53,863
Taxes receivable........................................ 184,634 85,524
Other................................................... 14,209 10,697
------------ -----------
Total current assets............................... 452,307 341,962
------------ -----------

PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment........................... 6,084,665 6,108,211
Less accumulated depreciation and amortization.......... (2,040,382) (2,074,326)
------------ -----------
Property, plant and equipment, net................. 4,044,283 4,033,885
------------ -----------

OTHER ASSETS:
Other intangibles, net.................................. 39,010 38,850
Regulatory assets....................................... 4,896,439 4,910,959
Accounts and notes receivable -- affiliated companies... 814,513 814,513
Other................................................... 79,770 94,100
------------ -----------
Total other assets................................. 5,829,732 5,858,422
------------ -----------

TOTAL ASSETS................................... $ 10,326,322 $10,234,269
============ ===========

See Notes to the Company's Interim Financial Statements

2

CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC AND SUBSIDIARIES
(AN INDIRECT WHOLLY OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)
CONSOLIDATED BALANCE SHEETS
(THOUSANDS OF DOLLARS) -- (CONTINUED)
(UNAUDITED)

LIABILITIES AND MEMBER'S EQUITY

DECEMBER 31, MARCH 31,
2003 2004
-------------- --------------

CURRENT LIABILITIES:
Current portion of transition bond long-term debt....... $ 41,189 $ 43,099
Accounts payable........................................ 35,771 32,176
Accounts payable -- affiliated companies, net........... -- 13,248
Notes payable -- affiliated companies, net.............. 113,179 110,285
Taxes accrued........................................... 82,650 25,662
Interest accrued........................................ 64,769 39,670
Regulatory liabilities.................................. 185,812 186,791
Other................................................... 62,085 57,142
------------ ------------
Total current liabilities.......................... 585,455 508,073
------------ ------------

OTHER LIABILITIES:
Accumulated deferred income taxes, net.................. 1,799,926 1,821,904
Unamortized investment tax credits...................... 55,845 54,102
Benefit obligations..................................... 83,236 87,010
Regulatory liabilities.................................. 923,038 889,783
Notes payable -- affiliated companies................... 379,900 150,850
Accounts payable -- affiliated companies................ 398,984 400,717
Other................................................... 11,424 14,749
------------ ------------
Total other liabilities............................ 3,652,353 3,419,115
------------ ------------

LONG-TERM DEBT:
Transition bonds........................................ 675,665 659,762
Other................................................... 2,672,019 2,903,184
------------ ------------
Total long-term debt............................... 3,347,684 3,562,946
------------ ------------

COMMITMENTS AND CONTINGENCIES (NOTES 1 AND 6)

MEMBER'S EQUITY:
Common stock............................................ 1 1
Paid-in capital......................................... 2,190,111 2,190,111
Retained earnings....................................... 550,718 554,023
------------ ------------
Total member's equity.............................. 2,740,830 2,744,135
------------ ------------

TOTAL LIABILITIES AND MEMBER'S EQUITY.......... $ 10,326,322 $ 10,234,269
============ ============

See Notes to the Company's Interim Financial Statements

3

CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC AND SUBSIDIARIES
(AN INDIRECT WHOLLY OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)
STATEMENTS OF CONSOLIDATED CASH FLOWS
(THOUSANDS OF DOLLARS)
(UNAUDITED)

THREE MONTHS ENDED MARCH 31,
----------------------------
2003 2004
------------ -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income................................................................................... $ 80,175 $ 3,305
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization............................................................ 64,742 65,073
Amortization of deferred financing costs................................................. 6,348 7,674
Deferred income taxes.................................................................... 74,267 20,666
Investment tax credits................................................................... (1,173) (1,743)
Changes in other assets and liabilities:
Accounts and notes receivable, net.................................................... (1,777) (12,951)
Accounts receivable/payable, affiliates............................................... (22,418) 18,878
Inventory............................................................................. 1,908 2,145
Accounts payable...................................................................... (9,892) (3,595)
Taxes receivable...................................................................... (22,956) 99,110
Interest and taxes accrued............................................................ (69,185) (82,087)
Net regulatory assets and liabilities................................................. (202,727) (57,638)
Other current assets.................................................................. 718 3,512
Other current liabilities............................................................. (5,410) (4,944)
Other assets.......................................................................... 6,763 (10,109)
Other liabilities..................................................................... (10,591) 8,411
Other, net............................................................................... 717 2,136
--------- ---------
Net cash provided by (used in) operating activities.............................. (110,491) 57,843
--------- ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures and other............................................................... (47,983) (44,863)
--------- ---------
Net cash used in investing activities............................................. (47,983) (44,863)
--------- ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt..................................................... 758,830 229,050
Increase (decrease) in short-term notes with affiliates, net................................. 106,930 (2,894)
Payments of long-term debt................................................................... (318,649) (14,013)
Decrease in long-term notes payable, affiliates.............................................. (429,000) (229,050)
Debt issuance costs.......................................................................... (17,296) (10,712)
Other, net................................................................................... 60 7
--------- ---------
Net cash provided by (used in) financing activities................................... 100,875 (27,612)
--------- ---------

NET DECREASE IN CASH AND CASH EQUIVALENTS........................................................ (57,599) (14,632)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD................................................. 70,866 30,720
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD....................................................... $ 13,267 $ 16,088
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash Payments:
Interest..................................................................................... $ 92,697 $ 108,789
Income taxes (refunds)....................................................................... -- (13,810)

See Notes to the Company's Interim Financial Statements

4

CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(1) BACKGROUND AND BASIS OF PRESENTATION

General. Included in this Quarterly Report on Form 10-Q (Form 10-Q) of
CenterPoint Energy Houston Electric, LLC (CenterPoint Houston, together with its
subsidiaries, the Company), are the Company's consolidated interim financial
statements and notes (Interim Financial Statements) including its wholly owned
subsidiaries. The Interim Financial Statements are unaudited, omit certain
financial statement disclosures and should be read with the Annual Report on
Form 10-K of CenterPoint Houston for the year ended December 31, 2003
(CenterPoint Houston Form 10-K).

Background. The Company is an indirect wholly owned subsidiary of
CenterPoint Energy, Inc. (CenterPoint Energy), a public utility holding company
created on August 31, 2002, as part of a corporate restructuring (Restructuring)
of Reliant Energy, Incorporated (Reliant Energy). 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 CenterPoint
Energy and those of its subsidiaries. The 1935 Act, among other things, limits
the ability of CenterPoint Energy 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
affiliate transactions.

Basis of Presentation. The preparation of financial statements in
conformity with accounting principles generally accepted in the United States of
America (GAAP) requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and 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.

The Company's Interim Financial Statements reflect all normal recurring
adjustments that are, in the opinion of management, necessary to present fairly
the financial position and results of operations for the respective periods.
Amounts reported in the Company's Statements of Consolidated Income are not
necessarily indicative of amounts expected for a full year period due to the
effects of, among other things, (a) fluctuations in demand for energy, (b)
timing of maintenance and other expenditures and (c) acquisitions and
dispositions of assets and other interests. In addition, certain amounts from
the prior year have been reclassified to conform to the Company's presentation
of financial statements in the current year. These reclassifications do not
affect net income.

Note 2(e) (Regulatory Assets and Liabilities), Note 4 (Regulatory Matters)
and Note 9 (Commitments and Contingencies) to the consolidated annual financial
statements in the CenterPoint Houston Form 10-K relate to certain contingencies.
These notes, as updated herein, are incorporated herein by reference.

For information regarding certain legal and regulatory proceedings, see
Note 6 to the Interim Financial Statements.

(2) 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 Bulletin 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. The revised FIN 46-R is effective
for all other entities for financial periods ending after March 15, 2004. The
adoption of FIN 46-R had no effect on the Company's consolidated financial
statements.

5

On December 23, 2003, the FASB issued Statement of Financial Accounting
Standards (SFAS) No. 132 (Revised 2003), "Employer's Disclosures about Pensions
and Other Postretirement Benefits" (SFAS No. 132(R)) which increases the
existing disclosure requirements by requiring more details about pension plan
assets, benefit obligations, cash flows, benefit costs and related information.
Companies are required to segregate plan assets by category, such as debt,
equity and real estate, and to provide certain expected rates of return and
other informational disclosures. SFAS No. 132(R) also requires companies to
disclose various elements of pension and postretirement benefit costs in
interim-period financial statements for quarters beginning after December 15,
2003. The Company has adopted the disclosure requirements of SFAS No. 132(R) in
Note 7 to these Interim Financial Statements.

In December 2003, Congress passed the Medicare Prescription Drug,
Improvement and Modernization Act of 2003 (the Act) which will become effective
in 2006. The Act contains incentives for the Company, if it continues to provide
prescription drug benefits for its retirees, through the provision of a
non-taxable reimbursement to the Company of specified costs. The Company has
many different alternatives available under the Act, and, until clarifying
regulations are issued with respect to the Act, the Company is unable to
determine the financial impact the Act will have on the Company. On January 12,
2004, the FASB issued FASB Staff Position (FSP) FAS 106-1, "Accounting and
Disclosure Requirements Related to the Medicare Prescription Drug, Improvement
and Modernization Act of 2003" (FAS 106-1). In accordance with FSP FAS 106-1,
the Company's postretirement benefits obligations and net periodic
postretirement benefit cost in the financial statements and accompanying notes
do not reflect the effects of the legislation. Specific authoritative guidance
on the accounting for the legislation is pending, and that guidance, when
issued, may require the Company to change previously reported information.

(3) REGULATORY MATTERS

(a) 2004 True-Up Proceeding.

On March 31, 2004, the Company, Texas Genco LP and Reliant Energy Retail
Services LLC, a former affiliate and current subsidiary of Reliant Energy, Inc.
(formerly named Reliant Resources, Inc.) (RRI), filed the final true-up
application required by the 1999 Texas Electric Choice Law (Texas electric
restructuring law) with the Public Utility Commission of Texas (Texas Utility
Commission). The Texas electric restructuring law authorizes public utilities to
recover in 2004 a true-up balance composed of stranded power plant costs, the
cost of environmental controls and certain other costs associated with
transition from a regulated to a competitive environment (2004 True-Up
Proceeding). The Company's true-up balance is $3.8 billion. An additional $631
million in interest could be added if approved in a proceeding pending before
the Texas Supreme Court.

The Texas electric restructuring law requires a final order to be issued
by the Texas Utility Commission not more than 150 days after a proper filing is
made by the regulated utility, although under its rules the Texas Utility
Commission can extend the 150-day deadline for good cause. The Texas Utility
Commission has scheduled hearings beginning June 21, 2004. The true-up
proceeding will result in either additional charges being assessed or credits
being issued through the utility's non-bypassable delivery charges. The Texas
electric restructuring law permits transmission and distribution utilities to
recover the true-up balance through transition charges on their non-bypassable
delivery charge, to the extent that such components are established in certain
regulatory proceedings. Non-bypassable delivery charges are those that must be
paid by essentially all customers and cannot, except in limited circumstances,
be avoided by switching to self-generation. The law also authorizes the Texas
Utility Commission to permit utilities to issue transition bonds based on the
securitization of revenues associated with the transition charges. Any delay in
the final order date will result in a delay in the securitization of the true-up
components and the implementation of the non-bypassable charges described above,
and could delay the recovery of carrying costs on the true-up components
determined by the Texas Utility Commission.

The Company will be required to establish and support the $3.8 billion it
seeks to recover in the 2004 True-Up Proceeding. Third parties will have the
opportunity and are expected to challenge the Company's calculation of these
amounts. To the extent recovery of a portion of these amounts is denied or if
the Company agrees to forego recovery of a portion of the request under a
settlement agreement, the Company would be unable to recover those amounts in
the future.

Following adoption of the true-up rule by the Texas Utility Commission in
2001, the Company appealed the provisions of the rule that permitted interest to
be recovered on stranded costs only from the date of the Texas Utility
Commission's final order in the 2004 True-Up Proceeding, instead of from January
1, 2002 as the Company

6

contends is required by law. On January 30, 2004, the Texas Supreme Court
granted the Company's petition for review of the true-up rule. Oral arguments
were heard on February 18, 2004. The decision by the Court is pending. The
Company has not accrued interest income on stranded costs in its consolidated
financial statements.

As of March 31, 2004, the Company recorded net regulatory assets totaling
$3.3 billion, which are expected to be recovered in the 2004 True-Up Proceeding.
If events were to occur during the 2004 True-Up Proceeding that made the
recovery of these regulatory assets no longer probable, the Company would write
off the unrecoverable balance of such assets as a charge against earnings.

(b) Final Fuel Reconciliation.

On March 4, 2004, an Administrative Law Judge (ALJ) issued a Proposal for
Decision (PFD) relating to the Company's final fuel reconciliation. The Company
reserved $117 million, including interest, in the fourth quarter of 2003
reflecting the ALJ's recommendation. On April 15, 2004, the Texas Utility
Commission reviewed the PFD in the Company's final fuel reconciliation case,
affirmed the PFD's finding in part, reversed in part, and remanded one issue
back to the ALJ. The Texas Utility Commission's decision is pending the outcome
of the remanded issue. The results of the Texas Utility Commission's final
decision will be a component of the 2004 True-Up Proceeding.

(4) LONG-TERM DEBT

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 the Company. The pollution control bonds are collateralized
by general mortgage bonds of the Company 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. The Company'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. The Company'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 the Company. The pollution
control bonds are collateralized by general mortgage bonds of the Company 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. The Company'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. The Company's 6.375% and 5.6% notes payable to
CenterPoint Energy were also cancelled upon the extinguishment of the refunded
pollution control bonds.

7

(5) RELATED PARTY TRANSACTIONS AND MAJOR CUSTOMERS

The following table summarizes receivables from, or payables to,
CenterPoint Energy or its subsidiaries:

DECEMBER 31, MARCH 31,
2003 2004
----------- --------
(IN MILLIONS)

Accounts receivable from affiliates............................................ $ 50 $ 28
Accounts payable to affiliates................................................. (46) (41)
------ -----
Accounts receivable/(payable) -- affiliated companies, net.................. $ 4 $ (13)
====== =====
Notes payable -- affiliated companies (1)...................................... $ (113) $(110)
====== =====
Long-term accounts and notes receivable -- affiliated companies (2)............ $ 815 $ 815
====== =====
Long-term notes payable -- affiliated companies (3)............................ $ (380) $(151)
====== =====
Long-term accounts payable -- affiliated companies (4)......................... $ (399) $(401)
====== =====

- ------------

(1) This represents money pool borrowings.

(2) Included in the $815 million notes receivable -- affiliated companies is a
$750 million note receivable from CenterPoint Energy payable on demand and
bearing interest at the prime rate that originated when the Company
converted its money fund investment at the time of the Restructuring.
Since August 31, 2002, the Company has been a participant in the
CenterPoint Energy money pool. The $750 million note receivable is
included in long-term notes receivable from affiliate in the Consolidated
Balance Sheets because the Company does not plan to demand repayment of
the note within the next twelve months.

(3) For more information on the long-term notes payable to affiliate, see Note
4.

(4) In 2003, CenterPoint Energy recorded a $399 million impairment related to
the partial distribution of its investment in Texas Genco. Since this
amount is expected to be recovered in the 2004 True-Up Proceeding, the
Company has recorded a regulatory asset reflecting its right to recover
this amount and an associated payable to CenterPoint Energy. For more
information on the 2004 True-Up Proceeding, see Note 3.

The Company had net interest income (expense) related to affiliate
borrowings of $(10) million and $2 million for the three months ended March 31,
2003 and March 31, 2004, respectively.

The 1935 Act generally prohibits borrowings by CenterPoint Energy from its
subsidiaries, including the Company, either through the money pool or otherwise.

During the three months ended March 31, 2003 and 2004, revenues derived
from energy delivery charges provided by the Company to a subsidiary of RRI
totaled $212 million and $199 million, respectively.

CenterPoint Energy provides some corporate services to the Company. The
costs of services have been charged directly to the Company using methods that
management believes are reasonable. These methods include negotiated usage
rates, dedicated asset assignment and proportionate corporate formulas based on
assets, operating expenses and employees. These charges are not necessarily
indicative of what would have been incurred had the Company not been an
affiliate. Amounts charged to the Company for these services were $32 million
and $24 million for the three months ended March 31, 2003 and 2004,
respectively, and are included primarily in operation and maintenance expenses.

8

(6) COMMITMENTS AND CONTINGENCIES

RRI Indemnified Litigation

The Company, CenterPoint Energy 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 Reliant Energy and
RRI, the Company, CenterPoint Energy and its other 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, CenterPoint Energy and
its other subsidiaries to the extent named in these lawsuits. The ultimate
outcome of these matters cannot be predicted at this time.

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,
but most of the lawsuits remain in early procedural stages. CenterPoint Energy'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, CenterPoint Energy or their predecessor, Reliant Energy, were
named in approximately 25 of these lawsuits, which were instituted between 2001
and 2004 and are pending in state court in Los Angeles County and in federal
district courts in San Francisco, San Diego, Los Angeles and Nevada and before
the Ninth Circuit Court of Appeals. However, neither CenterPoint Energy nor
Reliant Energy was a participant 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.

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 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 February 2003, a lawsuit was filed by three individuals in federal
district court in Chicago against CenterPoint Energy and certain former and
current 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

9

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 are
asking the court to dismiss.

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 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 equitable relief in
the form of restitution.

In October 2002, a derivative action was filed in the federal district
court in Houston, against the directors and officers of CenterPoint Energy. The
complaint sets forth claims for breach of fiduciary duty, waste of corporate
assets, abuse of control and gross mismanagement. Specifically, the shareholder
plaintiff alleges that the defendants caused CenterPoint Energy to overstate its
revenues through so-called "round trip" transactions. The plaintiff also alleges
breach of fiduciary duty in connection with the spin-off of RRI and the RRI
Offering. The complaint seeks monetary damages on behalf of CenterPoint Energy
as well as equitable relief in the form of a constructive trust on the
compensation paid to the defendants. In March 2003, the court dismissed this
case on the grounds that the plaintiff did not make an adequate demand on
CenterPoint Energy before filing suit. Thereafter, the plaintiff sent another
demand asserting the same claims.

CenterPoint Energy's board of directors investigated that demand and
similar allegations made in a June 28, 2002 demand letter sent on behalf of a
CenterPoint Energy shareholder. The latter letter demanded that CenterPoint
Energy 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 CenterPoint Energy.

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 Action. In July 2003, Texas Commercial Energy filed a
lawsuit against Reliant Energy, RRI, Reliant Electric Solutions, LLC, several
other RRI subsidiaries and a number of other participants in the Electric
Reliability Council of Texas (ERCOT) power market in federal court in Corpus
Christi, Texas. The plaintiff, a retail electricity provider in the Texas market
served by ERCOT, alleges 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
seeks damages in excess of $500 million, exemplary damages, treble damages,
interest, costs of suit and attorneys' fees. In February 2004, this complaint
was amended to add the Company and CenterPoint Energy, as successors to Reliant
Energy, and Texas Genco, LP as defendants. The plaintiff's principal allegations
have previously been investigated by the Texas Utility Commission and found to
be without merit. The Company also believes the plaintiff's allegations are
without merit and will seek their dismissal.

Municipal Franchise Fee Lawsuits. In February 1996, the cities of Wharton,
Galveston and Pasadena (Three Cities) filed suit, 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 decertified the
class and entered a judgment for $1.7 million, including interest, plus an award
of $13.7 million in legal fees. Despite other jury findings for the plaintiffs,
the trial court's judgment was based on the jury's finding in favor of Reliant
Energy on the affirmative defense of laches, a defense similar to a statute of
limitations defense, due to the original claimant cities having unreasonably
delayed bringing their claims during the 43 years since the

10

alleged wrongs began. 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 CenterPoint Energy and rendering judgment
that the Three Cities take nothing by their claims. The court of appeals found
that the jury's finding of laches barred all of the Three Cities' claims and
that the Three Cities were not entitled to recovery of any attorneys' fees. The
Three Cities filed a petition for review at the Texas Supreme Court which
declined to hear the case. The Three Cities filed a motion for rehearing, which
was denied by the Supreme Court in April 2004. Now that the Three Cities case
has been favorably resolved, the Company intends to seek dismissal of the claims
of the other cities.

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.

(7) EMPLOYEE BENEFIT PLANS

The Company's employees participate in CenterPoint Energy's postretirement
benefit plan.

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

THREE MONTHS ENDED
MARCH 31,
-------------------------
2003 2004
-------- ---------
(IN MILLIONS)

Service cost ...................................... $ -- $ --
Interest cost ..................................... 3 4
Expected return on plan assets..................... (2) (2)
Net amortization................................... 2 2
----- ----
Net periodic cost....................... $ 3 $ 4
===== ====

The Company previously disclosed in its financial statements for the year
ended December 31, 2003, that it expected to contribute $11 million to its
postretirement benefits plan in 2004. As of March 31, 2004, $2 million has been
contributed.

11

ITEM 2. MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS

The following narrative analysis should be read in combination with our
Interim Financial Statements contained in this Form 10-Q.

We are an indirect wholly owned subsidiary of CenterPoint Energy, Inc.
(CenterPoint Energy), a public utility holding company created on August 31,
2002, as part of a corporate restructuring of Reliant Energy, Incorporated
(Reliant Energy). CenterPoint Energy is a registered public utility holding
company under the Public Utility Holding Company Act of 1935, as amended (1935
Act). For information about the 1935 Act, please read " -- Liquidity -- Certain
Contractual and Regulatory Limits on Ability to Issue Securities and Pay
Dividends."

We meet the conditions specified in General Instruction H(1)(a) and (b) to
Form 10-Q and are therefore permitted to use the reduced disclosure format for
wholly owned subsidiaries of reporting companies. Accordingly, we have omitted
from this report the information called for by Item 2 (Management's Discussion
and Analysis of Financial Condition and Results of Operations), Item 3
(Quantitative and Qualitative Disclosures About Market Risk) of Part I and the
following Part II items of Form 10-Q: Item 2 (Changes in Securities, Use of
Proceeds and Issuer Purchases of Equity Securities), Item 3 (Defaults Upon
Senior Securities) and Item 4 (Submission of Matters to a Vote of Security
Holders). The following discussion explains material changes in our results of
operations between the three months ended March 31, 2004 and the three months
ended March 31, 2003. Reference is made to "Management's Narrative Analysis of
Results of Operations" in Item 7 of our Annual Report on Form 10-K for the year
ended December 31, 2003 (CenterPoint Houston Form 10-K).

SIGNIFICANT EVENTS IN 2004

The 1999 Texas Electric Choice Law (Texas electric restructuring law)
contains provisions that allow us to recover the amount by which the market
value of CenterPoint Energy's generating assets, as determined by the Public
Utility Commission of Texas (Texas Utility Commission) under a formula
prescribed in the law, is below the regulatory net book value of those assets as
of the end of 2001. It also allows us to recover certain other transition costs,
such as a final fuel reconciliation balance, regulatory assets and the
difference between the Texas Utility Commission's projected market prices for
generation during 2002 and 2003 and actual market prices for generation as
determined in the state-mandated capacity auctions during that period (called
the Excess Cost Over Market (ECOM) true-up). Those amounts, and certain other
adjustments (the true-up balance), are to be determined by the Texas Utility
Commission in a proceeding that began on March 31, 2004 (2004 True-Up
Proceeding). Our true-up balance is $3.8 billion, excluding interest. The law
requires a final order to be issued by the Texas Utility Commission not more
than 150 days after a proper filing is made by the regulated utility, although,
under its rules the Texas Utility Commission can extend the 150-day deadline for
good cause. The Texas Utility Commission has scheduled hearings beginning June
21, 2004. Various parties have intervened in our true-up proceeding, and we
expect intervenors to vigorously oppose recovery of the amounts we are seeking.
After the Texas Utility Commission determines the amount of the true-up balance
that we may recover, we will recover those amounts through a transition charge
added to our non-bypassable delivery charge. An ultimate determination or a
settlement at an amount less than that recorded in our financial statements
could lead to a charge that would materially adversely affect our results of
operations, financial condition and cash flows. Assuming receipt of a timely
final order from the Texas Utility Commission, we expect to begin earning a rate
of return on the true-up balance in the third quarter of 2004. We intend to seek
authority from the Texas Utility Commission to securitize all or a portion of
the true-up balance as early as the fourth quarter of 2004 through the issuance
of transition bonds and to be in a position to issue those bonds by early 2005.
Transition bonds would be issued through a special purpose entity that would be
a subsidiary of ours, but they would be non-recourse to us. Any portion of the
true-up balance not securitized by transition bonds will be recovered through a
non-bypassable competition transition charge. We will distribute recovery of the
true-up components not used to repay indebtedness to CenterPoint Energy through
either the payment of dividends or the settlement of intercompany payables.
CenterPoint Energy can then move funds back to us, either through equity or
intercompany debt, in order to maintain our capital structure at the appropriate
levels.

Following adoption of the true-up rule by the Texas Utility Commission in
2001, we appealed the provisions of the rule that permitted interest to be
recovered on stranded costs only from the date of the Texas Utility Commission's
final order in the 2004 True-Up Proceeding, instead of from January 1, 2002 as
we contend is required by law. On January 30, 2004, the Texas Supreme Court
granted our petition for review of the true-up rule.

12

Oral arguments were heard on February 18, 2004. The decision by the Court is
pending. We have not accrued interest income on stranded costs of approximately
$631 million in our consolidated financial statements.

CONSOLIDATED RESULTS OF OPERATIONS

Our results of operations are affected by, among other things, seasonal
fluctuations and other changes in the demand for electricity, the actions of
various governmental authorities having jurisdiction over the rates we charge,
debt service costs, income tax expense, our ability to collect receivables from
retail electric providers and our ability to recover our stranded costs and
regulatory assets. For more information regarding factors that may affect the
future results of operations of our business, please read "Business -- Risk
Factors" in Item 1 of the CenterPoint Houston Form 10-K and "Management's
Narrative Analysis of Results of Operations -- Certain Factors Affecting Future
Earnings" in Item 7 of the CenterPoint Houston Form 10-K, each of which is
incorporated herein by reference.

The following table sets forth our consolidated results of operations for
the three months ended March 31, 2003 and 2004, followed by a discussion of our
consolidated results of operations based on operating income. We have provided a
reconciliation of consolidated operating income to net income below.

THREE MONTHS ENDED MARCH 31,
---------------------------
2003 2004
-------- --------
(IN MILLIONS)

Revenues:
Electric revenues...................................... $ 303 $ 314
ECOM true-up........................................... 132 --
Transition bond revenues............................... 13 15
------ -------
Total revenues..................................... 448 329
------ -------
Expenses:
Operation and maintenance.............................. 133 132
Depreciation and amortization.......................... 62 60
Taxes other than income taxes.......................... 44 47
Transition bond expenses............................... 3 5
------ -------
Total expenses..................................... 242 244
------ -------
Operating Income......................................... 206 85
Interest and Other Finance Charges....................... (92) (87)
Other Income, net ....................................... 8 7
------ -------
Income Before Income Taxes............................... 122 5
Income Tax Expense....................................... (42) (2)
------ -------
Net Income............................................... $ 80 $ 3
====== =======

Actual gigawatt-hours (GWh) delivered:
Residential.......................................... 4,558 4,402
Total (1)............................................ 14,788 15,520

- --------------
(1) 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.

THREE MONTHS ENDED MARCH 31, 2004 COMPARED TO THREE MONTHS ENDED MARCH 31, 2003

We reported operating income of $85 million for the three months ended
March 31, 2004, consisting of $75 million for the regulated electric
transmission and distribution utility and $10 million for the transition bond
company. For the three months ended March 31, 2003, operating income totaled
$206 million, consisting of $64 million for the regulated electric transmission
and distribution utility, $10 million for the transition bond company and $132
million of non-cash income associated with ECOM. ECOM is recoverable under the
Texas electric restructuring law and is included in our recently filed true-up
application. Beginning in 2004, there is no ECOM contribution to earnings. The
transition bond company's operating income represents the amount necessary to
pay interest on the transition bonds. The regulated electric transmission and
distribution utility continues to benefit from solid customer growth. Revenues
increased $9 million for the three months ended March 31, 2004 as compared to

13

the same period in 2003 from the addition of 48,000 metered customers since
March 2003. This increase was partially offset by milder weather which
negatively impacted the quarter by $6 million.

CERTAIN FACTORS AFFECTING FUTURE EARNINGS

For information on other developments, factors and trends that may have an
impact on our future earnings, please read "Management's Narrative Analysis of
Results of Operations -- Certain Factors Affecting Future Earnings" in Item 7 of
Part II of the CenterPoint Houston Form 10-K and "Risk Factors" in Item 1 of
Part I of the CenterPoint Houston Form 10-K, each of which is incorporated
herein by reference. In addition to these factors, the discontinuation of
non-cash operating income associated with ECOM is expected to negatively impact
our earnings in 2004.

LIQUIDITY

Off-Balance Sheet Arrangements. Other than operating leases, we have no
off-balance sheet arrangements.

Long-term Debt. Our long-term debt consists of our obligations and the
obligations of our subsidiaries, including transition bonds issued by an
indirect wholly owned subsidiary (transition bonds).

In February 2004, $56 million aggregate principal amount of collateralized
5.60% 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 our behalf. The pollution control bonds are collateralized by our
general mortgage bonds 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. Our
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. Our
6.7% notes payable to CenterPoint Energy were 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 our behalf. The pollution control bonds
are collateralized by our general mortgage bonds 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 CenterPoint Energy's behalf. Our 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. Our
6.375% and 5.6% notes payable to CenterPoint Energy were cancelled upon the
extinguishment of the refunded pollution control bonds.

14

The following table shows future maturity dates of long-term debt issued
by us to third parties and affiliates and expected future maturity dates of
transition bonds issued by our subsidiary, CenterPoint Energy Transition Bond
Company, LLC (Bond Company), as of April 30, 2004. Amounts are expressed in
thousands.

First mortgage bonds and general mortgage bonds in aggregate principal
amounts of $102 million and $1.3 billion, respectively, have been issued
directly to third parties. External debt of $1.5 billion is senior and secured
by general mortgage bonds. The affiliate debt is senior and unsecured.

CenterPoint Energy's $2.3 billion credit facility provides that, until
such time as that facility has been reduced to $750 million, 100% of the net
cash proceeds from any securitizations relating to the recovery of stranded
costs, after making any payments required under our $1.3 billion term loan, and
the net cash proceeds from any sales of the common stock of Texas Genco
Holdings, Inc. (Texas Genco) owned by CenterPoint Energy or of material portions
of Texas Genco's assets, shall be applied to repay loans under the CenterPoint
Energy credit facility and reduce the credit facility. CenterPoint Energy's $2.3
billion credit facility contains no other restrictions with respect to our use
of proceeds from financing activities.

We have outstanding approximately $253 million aggregate principal amount
of first mortgage bonds and approximately $3.3 billion aggregate principal
amount of general mortgage bonds, of which approximately $678 million combined
aggregate principal amount of first mortgage bonds and general mortgage bonds
collateralizes debt of CenterPoint Energy. The lien of the general mortgage
indenture is junior to that of the mortgage, pursuant to which the first
mortgage bonds are issued. The aggregate amount of incremental general mortgage
bonds and first mortgage bonds that could be issued as of March 31, 2004 is
approximately $300 million based on estimates of the value of our property
encumbered by the general mortgage, the cost of such property, the amount of
retired bonds that could be used as the basis for issuing new bonds and the 70%
bonding ratio contained in the general mortgage. However, contractual
limitations on us and CenterPoint Energy expiring in November 2005 limit the
incremental aggregate amount of first mortgage bonds and general mortgage bonds
that may be issued to $200 million. Generally, first mortgage bonds and general
mortgage bonds can be issued to refinance outstanding first mortgage bonds or
general mortgage bonds in the same principal amount.

15

The following table shows the maturity dates of the $678 million of first
mortgage bonds and general mortgage bonds that we have issued as collateral for
long-term debt of CenterPoint Energy. These bonds are not reflected on the
financial statements of CenterPoint Houston because of the contingent nature of
the obligations. Amounts are expressed in thousands.

As of April 30, 2004, outstanding first mortgage bonds and general
mortgage bonds aggregated approximately $3.6 billion as shown in the following
table. Amounts are expressed in thousands.

The Texas electric restructuring law allows the former integrated utility
to recover its stranded costs in order to recover its generation investment in
the 2004 True-Up Proceeding. We will be required to establish and support the
amounts of these costs in order to recover them. Third parties will have the
opportunity and are expected to challenge our calculation of these costs.
Following the unbundling of the integrated utility into its components, we
remain a regulated transmission and distribution utility through which stranded
investment is recovered. We will distribute recovery of the true-up components
not used to repay indebtedness to CenterPoint Energy through either the payment
of dividends or the settlement of intercompany payables. CenterPoint Energy can
then move funds back to us, either through equity or intercompany debt, in order
to maintain our capital structure at the appropriate levels.

CenterPoint has recorded an impairment of $399 million related to the
partial distribution of its investment in Texas Genco. Since this amount is
expected to be recovered in the 2004 True-Up Proceeding, we have recorded a
regulatory asset reflecting our right to recover this amount and an associated
payable to CenterPoint Energy. Any additional impairment or loss that
CenterPoint Energy incurs on its Texas Genco investment that we expect to
recover as stranded investment will be recorded in the same manner.

The Bond Company has $703 million aggregate principal amount of
outstanding transition bonds that were issued in 2001 in accordance with the
Texas electric restructuring law. The transition bonds are secured by
"transition property," as defined in the Texas electric restructuring law, which
includes the irrevocable right to recover, through non-bypassable transition
charges payable by retail electric customers, qualified costs provided in the
Texas electric restructuring law. The transition bonds are reported as our
long-term debt, although the holders of the transition bonds have no recourse to
any of our assets or revenues, and our creditors have no recourse to any assets
or revenues (including, without limitation, the transition charges) of the
transition bond company. We have no payment obligations with respect to the
transition bonds except to remit collections of transition charges as set forth
in a servicing agreement between us and the Bond Company and in an intercreditor
agreement among us, the Bond Company and other parties.

Bank Facilities. As of April 30, 2004, we had no bank facilities available
to meet our short-term liquidity needs.

Cash Requirements in 2004. Our liquidity and capital requirements are
affected primarily by our results of operations, capital expenditures, debt
service requirements, and working capital needs. Our principal cash requirements
during the remainder of 2004 include the following:

- approximately $240 million of capital expenditures;

16

- an estimated $183 million in refunds of excess mitigation credits
through December 31, 2004; and

- $27 million of maturing transition bonds.

We expect that anticipated cash flows from operations and intercompany
borrowings will be sufficient to meet our cash needs for 2004.

We will distribute recovery of the true-up components not used to repay
indebtedness to CenterPoint Energy through either the payment of dividends or
the settlement of intercompany payables. CenterPoint Energy can then move funds
back to us, either through equity or intercompany debt, in order to maintain our
capital structure at the appropriate levels. Under the orders described under "
- -- Certain Contractual and Regulatory Limits on Ability to Issue Securities and
Pay Dividends," our member's equity as a percentage of total capitalization must
be at least 30%, although the Securities and Exchange Commission (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.

Impact on Liquidity of a Downgrade in Credit Ratings. As of May 1, 2004,
Moody's Investors Service, Inc. (Moody's), Standard & Poor's Ratings Services, a
division of The McGraw Hill Companies (S&P), and Fitch, Inc. (Fitch) had
assigned the following credit ratings to our senior debt.

MOODY'S S&P FITCH
---------------------- ------------------------- ----------------------
COMPANY/INSTRUMENT RATING OUTLOOK(1) RATING OUTLOOK (2) RATING OUTLOOK (3)
- ------------------------------------------------- -------- ----------- --------- ------------ ---------- -----------

CenterPoint Houston Senior Secured
Debt (First Mortgage Bonds)..................... Baa2 Negative BBB Negative BBB+ Negative

- ----------

(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.

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

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

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.

Cross Defaults. The terms of our debt instruments generally provide that a
default on obligations by CenterPoint Energy does not cause a default under our
debt instruments. A payment default on debt for borrowed money and certain other
specified types of obligations by us exceeding $50 million will cause a default
under our $1.3 billion loan maturing in 2005. A payment default on, or a
non-payment default that permits acceleration of, any of our indebtedness
exceeding $50 million will caused a default under CenterPoint Energy's $2.3
billion credit facility entered into on October 7, 2003. A payment default by us
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 on senior debt of CenterPoint Energy aggregating $1.4 billion.

Pension Plan. As discussed in Note 7(a) to the consolidated annual
financial statements in the CenterPoint Houston Form 10-K (CenterPoint Houston
10-K Notes), which is incorporated herein by reference, we participate in
CenterPoint Energy's qualified non-contributory pension plan covering
substantially all employees. Pension expense for 2004 is estimated to be $23
million based on an expected return on plan assets of 9.0% and a discount rate
of 6.25% as of December 31, 2003. Future changes in plan asset returns, assumed
discount rates and various other factors related to the pension will impact our
future pension expense and liabilities. We cannot predict with certainty what
these factors will be in the future.

17

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

- various regulatory actions; and

- the ability of Reliant Energy, Inc. (formerly named Reliant
Resources, Inc.) (RRI) and its subsidiaries to satisfy their
obligations as our principal customer and in respect of RRI's
indemnity obligations to us.

Money Pool. We participate in a "money pool" through which we and certain
of our affiliates 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. The money pool's net funding requirements are generally met by
borrowings of CenterPoint Energy. The terms of the money pool 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 on June 30, 2003 (June 2003 Financing Order). Our money pool
borrowing limit under such financing order is $600 million. At March 31, 2004,
we had borrowings from the money pool of $110 million. The money pool may not
provide sufficient funds to meet our cash needs.

Certain Contractual and Regulatory Limits on Ability to Issue Securities
and Pay Dividends. Factors affecting our ability to issue securities, pay
dividends on our common stock or to take other actions to adjust our
capitalization include:

- covenants and other provisions in our borrowing agreements; and

- limitations imposed on us under the 1935 Act.

Our collateralized term loan limits our debt, excluding transition bonds,
as a percentage of total capitalization to 68%.

Our parent, CenterPoint Energy, is 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 parent's activities and those of its
subsidiaries, including us. The 1935 Act, among other things, limits our
parent's ability and the ability of its regulated subsidiaries, including us, 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 affiliate transactions.

The June 2003 Financing Order is effective until June 30, 2005.
Additionally, CenterPoint Energy has 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 CenterPoint
Energy and its regulated subsidiaries, including us, without additional
authorization but generally permit CenterPoint Energy and its subsidiaries,
including us, to refinance our existing obligations. We are in compliance with
the authorized limits. As of April 30, 2004, we are authorized to issue an
additional aggregate $46 million of debt and an 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 $250 million of additional debt by us.

The orders require that if CenterPoint Energy or any of its regulated
subsidiaries, including us, issue any 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.

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. We expect to pay dividends out of current earnings. The June
2003 Financing Order requires that we maintain a ratio of common equity to total
capitalization of at least 30%.

18

Relationship with CenterPoint Energy. We are an indirect wholly owned
subsidiary of CenterPoint Energy. As a result of this relationship, the
financial condition and liquidity of our parent company could affect our access
to capital, our credit standing and our financial condition.

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 the
CenterPoint Houston 10-K Notes. 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 of CenterPoint Energy.

ACCOUNTING FOR RATE REGULATION

Statement of Financial Accounting Standards (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. We 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 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 relate to $3.3 billion of
recoverable electric generation-related regulatory assets as of March 31, 2004.
These costs are recoverable under the provisions of the Texas electric
restructuring law. The ultimate amount of cost recovery is subject to a final
determination, which will occur in 2004, and is contingent upon the market value
of Texas Genco. Any significant changes in the regulatory recovery mechanism
currently in place could result in a material write-down of these regulatory
assets.

IMPAIRMENT OF LONG-LIVED ASSETS AND INTANGIBLES

We review the carrying value of our long-lived assets, including
identifiable intangibles, whenever events or changes in circumstances indicate
that such carrying values may not be recoverable. 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.

19

UNBILLED REVENUES

Revenues related to the sale and/or delivery of electricity are generally
recorded when electricity 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 electricity delivered to customers since the date of the
last meter reading are estimated and the corresponding unbilled revenue is
estimated. Unbilled electric delivery revenue is estimated each month based on
daily supply volumes, applicable rates and analyses reflecting significant
historical trends and experience. 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.

NEW ACCOUNTING PRONOUNCEMENTS

See Note 2 to the Interim Financial Statements for a discussion of new
accounting pronouncements that affect us.

ITEM 4. CONTROLS AND PROCEDURES

In accordance with Exchange Act Rules 13a-15 and 15d-15, we carried out an
evaluation, under the supervision and with the participation of management,
including our principal executive officer and principal financial officer, of
the effectiveness of our disclosure controls and procedures 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 our disclosure controls
and procedures were effective as of March 31, 2004 to provide assurance that
information required to be disclosed in our reports filed or submitted under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission's rules and forms.

There has been no change in our internal controls over financial reporting
that occurred during the three months ended March 31, 2004 that has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.

20

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

For a description of certain legal and regulatory proceedings affecting
us, please review Notes 3 and 6 to our Interim Financial Statements, "Business
- -- Regulation" and " -- Environmental Matters" in Item 1 of the CenterPoint
Houston Form 10-K, Item 3 of the CenterPoint Houston Form 10-K and Notes 4 and
9(b) to the CenterPoint Houston 10-K Notes, each of which is incorporated herein
by reference.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits.

Exhibits not incorporated by reference to a prior filing are designated by
a cross (+); all exhibits not so designated are incorporated by reference
to a prior filing of CenterPoint Energy Houston Electric, LLC or
CenterPoint Energy, Inc. as indicated.

SEC File or
Report or Registration Registration Exhibit
Exhibit Number Description Statement Number References
- ---------------- ---------------------------------- ---------------------------------------- --------------- -----------

3.1 Articles of Organization of CenterPoint CenterPoint Houston's Form 8-K dated 1-3187 3(b)
Energy Houston Electric, LLC August 31, 2002 filed with the SEC on
September 3, 2002

3.2 Limited Liability Company Regulations of CenterPoint Houston's Form 8-K dated 1-3187 3(c)
CenterPoint Energy Houston Electric, LLC August 31, 2002 filed with the SEC on
September 3, 2002

10.1.1 $1,310,000,000 Credit Agreement dated as CenterPoint Energy's Form 10-K for the 1-31447 4(g)(1)
of November 12, 2002, among CenterPoint year ended December 31, 2002
Houston and the banks named therein

10.1.2 First Amendment to Exhibit 10.1.1, dated CenterPoint Energy's Form 10-Q for the 1-31447 10.7
as of September 3, 2003 quarter ended September 30, 2003

10.1.3 Pledge Agreement, dated as of November CenterPoint Energy's Form 10-K for the 1-31447 4(g)(2)
12, 2002 executed in connection with year ended December 31, 2002
Exhibit 10.1.1

+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

21

SEC File or
Report or Registration Registration Exhibit
Exhibit Number Description Statement Number References
- ---------------- ---------------------------------- -------------------------- -------------- -----------

+99.1 Items incorporated by reference from
the CenterPoint Houston Form 10-K.
Item 1 "Business -- Regulation,"
" -- Environmental Matters," "
-- Risk Factors," Item 3 "Legal
Proceedings" and Item 7
"Management's Narrative Analysis
of Results of Operations --
Certain Factors Affecting Future
Earnings" and Notes 2(e)
(Regulatory Assets and
Liabilities), 4 (Regulatory
Matters), 7(a) (Pension Plans)
and 9 (Commitments and
Contingencies).

(b) Reports on Form 8-K.

On March 3, 2004, we filed a Current Report on Form 8-K dated March 3,
2004 to furnish under Item 9 of that form a slide presentation we expect will be
presented to various members of the financial and investment community from time
to time.

On March 10, 2004, we filed a Current Report on Form 8-K dated March 4,
2004 to report the administrative law judge's recommendation regarding our final
fuel reconciliation proceeding and its effect on our previously reported 2003
earnings.

On April 1, 2004, we filed a Current Report on Form 8-K dated April 1,
2004 to report that CenterPoint Houston, Texas Genco LP and Reliant Energy
Retail Services LLC filed the final true-up application required by the 1999
Texas Electric Choice Law with the Texas Utility Commission. A slide showing the
components of the true-up balance for CenterPoint Energy was furnished under
Item 9 of that form.

On April 1, 2004, we filed a Current Report on Form 8-K dated April 1,
2004 to furnish under Item 9 of that form a slide presentation we expect will be
presented to various members of the financial and investment community from time
to time.

22

SIGNATURES

Pursuant to the requirements 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.

CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC

By: /s/ James S. Brian
-------------------------
James S. Brian
Senior Vice President and
Chief Accounting Officer

Date: May 7, 2004

23

INDEX TO EXHIBITS

Exhibits not incorporated by reference to a prior filing are designated by a
cross (+); all exhibits not so designated are incorporated by reference to a
prior filing of CenterPoint Energy Houston Electric, LLC or CenterPoint Energy,
Inc. as indicated.

SEC File or
Report or Registration Registration Exhibit
Exhibit Number Description Statement Number References
- ---------------- ---------------------------------- ---------------------------------------- --------------- -----------

3.1 Articles of Organization of CenterPoint CenterPoint Houston's Form 8-K dated 1-3187 3(b)
Energy Houston Electric, LLC August 31, 2002 filed with the SEC on
September 3, 2002

3.2 Limited Liability Company Regulations of CenterPoint Houston's Form 8-K dated 1-3187 3(c)
CenterPoint Energy Houston Electric, LLC August 31, 2002 filed with the SEC on
September 3, 2002

10.1.1 $1,310,000,000 Credit Agreement dated as CenterPoint Energy's Form 10-K for the 1-31447 4(g)(1)
of November 12, 2002, among CenterPoint year ended December 31, 2002
Houston and the banks named therein

10.1.2 First Amendment to Exhibit 10.1.1, dated CenterPoint Energy's Form 10-Q for the 1-31447 10.7
as of September 3, 2003 quarter ended September 30, 2003

10.1.3 Pledge Agreement, dated as of November CenterPoint Energy's Form 10-K for the 1-31447 4(g)(2)
12, 2002 executed in connection with year ended December 31, 2002
Exhibit 10.1.1

+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

+99.1 Items incorporated by reference from
the CenterPoint Houston Form 10-K.
Item 1 "Business -- Regulation,"
" -- Environmental Matters," "
-- Risk Factors," Item 3 "Legal
Proceedings" and Item 7
"Management's Narrative Analysis
of Results of Operations --
Certain Factors Affecting Future
Earnings" and Notes 2(e)
(Regulatory Assets and
Liabilities), 4 (Regulatory
Matters), 7(a) (Pension Plans)
and 9 (Commitments and
Contingencies).