10-Q 1 h40687e10vq.txt FORM 10-Q - QUARTERLY REPORT 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 SEPTEMBER 30, 2006 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________ TO _______________. ---------- Commission file number 1-3187 CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC (Exact name of registrant as specified in its charter) TEXAS 22-3865106 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.)
1111 LOUISIANA HOUSTON, TEXAS 77002 (713) 207-1111 (Address and zip code of (Registrant's telephone number, principal executive offices) including area code)
---------- 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 a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] As of October 31, 2006, 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 SEPTEMBER 30, 2006 TABLE OF CONTENTS PART I. FINANCIAL INFORMATION Item 1. Financial Statements...................................... 1 Condensed Statements of Consolidated Income Three Months and Nine Months Ended September 30, 2005 and 2006 (unaudited)........................... 1 Condensed Consolidated Balance Sheets December 31, 2005 and September 30, 2006 (unaudited)......................................... 2 Condensed Statements of Consolidated Cash Flows Nine Months Ended September 30, 2005 and 2006 (unaudited)........................................ 4 Notes to Unaudited Condensed Consolidated Financial Statements.......................................... 5 Item 2. Management's Narrative Analysis of the Results of Operations............................................. 13 Item 4. Controls and Procedures................................... 20 PART II. OTHER INFORMATION Item 1. Legal Proceedings...................................... 20 Item 1A. Risk Factors........................................... 20 Item 5. Other Information...................................... 21 Item 6. Exhibits............................................... 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 amount of our recovery of the true-up components, including, in particular, the results of appeals to the courts of determinations on rulings obtained to date; - state and federal legislative and regulatory actions or developments, including deregulation, re-regulation, changes in or application of laws or regulations applicable to other aspects of our business; - timely and appropriate rate actions and increases, allowing recovery of costs and a reasonable return on investment; - 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, 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, Inc.) (RRI); - the ability of RRI and its subsidiaries to satisfy their obligations to us, including indemnity obligations; - the outcome of litigation brought by or against us; - our ability to control costs; - the investment performance of CenterPoint Energy, Inc.'s employee benefit plans; - our potential business strategies, including acquisitions or dispositions of assets or businesses, which cannot be assured to be completed or to have the anticipated benefits to us; and - other factors we discuss in "Risk Factors" in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2005, which is incorporated herein by reference. 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.) CONDENSED STATEMENTS OF CONSOLIDATED INCOME (MILLIONS OF DOLLARS) (UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ------------------ ----------------- 2005 2006 2005 2006 ---- ---- ------ ------ REVENUES ........................................... $484 $533 $1,243 $1,374 ---- ---- ------ ------ EXPENSES: Operation and maintenance ....................... 156 157 448 439 Depreciation and amortization ................... 90 104 247 287 Taxes other than income taxes ................... 55 53 163 168 ---- ---- ------ ------ Total ........................................ 301 314 858 894 ---- ---- ------ ------ OPERATING INCOME ................................... 183 219 385 480 ---- ---- ------ ------ OTHER INCOME (EXPENSE): Interest and other finance charges .............. (78) (27) (230) (83) Interest on transition bonds .................... (9) (32) (27) (98) Return on true-up balance ....................... 35 -- 104 -- Other, net ...................................... 13 16 36 48 ---- ---- ------ ------ Total ........................................ (39) (43) (117) (133) ---- ---- ------ ------ INCOME BEFORE INCOME TAXES AND EXTRAORDINARY ITEM .. 144 176 268 347 Income tax expense .............................. (49) (57) (90) (114) ---- ---- ------ ------ INCOME BEFORE EXTRAORDINARY ITEM ................... 95 119 178 233 Extraordinary item, net of tax .................. -- -- 30 -- ---- ---- ------ ------ NET INCOME ......................................... $ 95 $119 $ 208 $ 233 ==== ==== ====== ======
See Notes to the Company's Interim Condensed Financial Statements 1 CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC AND SUBSIDIARIES (AN INDIRECT WHOLLY OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.) CONDENSED CONSOLIDATED BALANCE SHEETS (MILLIONS OF DOLLARS) (UNAUDITED) ASSETS
DECEMBER 31, SEPTEMBER 30, 2005 2006 ------------ ------------- CURRENT ASSETS: Cash and cash equivalents ........................ $ 40 $ 51 Accounts and notes receivable, net ............... 150 188 Accounts receivable - affiliated companies ....... -- 8 Accrued unbilled revenues ........................ 108 122 Materials and supplies ........................... 60 59 Deferred tax asset ............................... 1 -- Other ............................................ 34 46 ------- ------- Total current assets .......................... 393 474 ------- ------- PROPERTY, PLANT AND EQUIPMENT: Property, plant and equipment .................... 6,463 6,681 Less accumulated depreciation and amortization ... (2,386) (2,517) ------- ------- Property, plant and equipment, net ............ 4,077 4,164 ------- ------- OTHER ASSETS: Other intangibles, net ........................... 38 37 Regulatory assets ................................ 2,902 2,788 Notes receivable -- affiliated companies ......... 750 750 Other ............................................ 67 34 ------- ------- Total other assets ............................ 3,757 3,609 ------- ------- TOTAL ASSETS ............................... $ 8,227 $ 8,247 ======= =======
See Notes to the Company's Interim Condensed Financial Statements 2 CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC AND SUBSIDIARIES (AN INDIRECT WHOLLY OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.) CONDENSED CONSOLIDATED BALANCE SHEETS -- (CONTINUED) (MILLIONS OF DOLLARS) (UNAUDITED) LIABILITIES AND MEMBER'S EQUITY
DECEMBER 31, SEPTEMBER 30, 2005 2006 ------------ ------------- CURRENT LIABILITIES: Current portion of transition bond long-term debt ... $ 73 $ 147 Accounts payable .................................... 57 37 Accounts and notes payable -- affiliated companies .. 79 35 Taxes accrued ....................................... 139 95 Interest accrued .................................... 50 28 Other ............................................... 43 57 ------ ------ Total current liabilities ........................ 441 399 ------ ------ OTHER LIABILITIES: Accumulated deferred income taxes, net .............. 1,400 1,335 Unamortized investment tax credits .................. 42 37 Benefit obligations ................................. 139 138 Regulatory liabilities .............................. 294 336 Notes payable -- affiliated companies ............... 151 151 Other ............................................... 44 48 ------ ------ Total other liabilities .......................... 2,070 2,045 ------ ------ LONG-TERM DEBT: Transition bonds .................................... 2,407 2,260 Other ............................................... 1,591 1,591 ------ ------ Total long-term debt ............................. 3,998 3,851 ------ ------ COMMITMENTS AND CONTINGENCIES (NOTE 6) MEMBER'S EQUITY: Common stock ........................................ -- -- Paid-in capital ..................................... 1,719 1,720 Retained earnings (deficit) ......................... (1) 232 ------ ------ Total member's equity ............................ 1,718 1,952 ------ ------ TOTAL LIABILITIES AND MEMBER'S EQUITY ......... $8,227 $8,247 ====== ======
See Notes to the Company's Interim Condensed Financial Statements 3 CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC AND SUBSIDIARIES (AN INDIRECT WHOLLY OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.) CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (MILLIONS OF DOLLARS) (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, ----------------- 2005 2006 ----- ----- CASH FLOWS FROM OPERATING ACTIVITIES: Net income .......................................................... $ 208 $ 233 Extraordinary item, net of tax ...................................... (30) -- ----- ----- Income before extraordinary item .................................... 178 233 Adjustments to reconcile income before extraordinary item to net cash provided by operating activities: Depreciation and amortization .................................... 247 287 Amortization of deferred financing costs ......................... 23 9 Deferred income taxes ............................................ 96 (66) Investment tax credits ........................................... (5) (5) Changes in other assets and liabilities: Accounts and notes receivable, net ............................ (80) (36) Accounts receivable/payable, affiliates ....................... 20 (2) Inventory ..................................................... (3) 1 Accounts payable .............................................. (9) (10) Taxes receivable .............................................. 28 -- Interest and taxes accrued .................................... (54) (5) Net regulatory assets ......................................... (152) 56 Other current assets .......................................... (6) (6) Other current liabilities ..................................... (13) 6 Other assets .................................................. (27) 10 Other liabilities ............................................. (6) 4 Other, net ....................................................... -- 1 ----- ----- Net cash provided by operating activities ..................... 237 477 ----- ----- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ................................................ (196) (288) Increase in notes receivable from affiliates ........................ (3) -- Increase in restricted cash of transition bond companies ............ -- (5) Other, net .......................................................... -- 11 ----- ----- Net cash used in investing activities ......................... (199) (282) ----- ----- CASH FLOWS FROM FINANCING ACTIVITIES: Payments of long-term debt .......................................... (48) (74) Decrease in notes payable to affiliates ............................. -- (50) Debt issuance costs ................................................. (2) -- Dividend to parent .................................................. -- (61) Other, net .......................................................... 1 1 ----- ----- Net cash used in financing activities ............................ (49) (184) ----- ----- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ................... (11) 11 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ....................... 25 40 ----- ----- CASH AND CASH EQUIVALENTS AT END OF PERIOD ............................. $ 14 $ 51 ===== ===== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash Payments: Interest, net of capitalized interest ............................... $ 263 $ 194 Income taxes ........................................................ 93 210
See Notes to the Company's Interim Condensed Financial Statements 4 CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED 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 are the condensed consolidated interim financial statements and notes (Interim Condensed Financial Statements) of CenterPoint Energy Houston Electric, LLC and its subsidiaries (collectively, CenterPoint Houston or the Company). The Interim Condensed 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, 2005 (CenterPoint Houston Form 10-K). Background. The Company engages in the electric transmission and distribution business in a 5,000-square mile area of the Texas Gulf Coast that includes Houston. 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 of Reliant Energy, Incorporated (Reliant Energy) that implemented certain requirements of the Texas Electric Choice Plan (Texas electric restructuring law). CenterPoint Energy was a registered public utility holding company under the Public Utility Holding Company Act of 1935, as amended (1935 Act). The Energy Policy Act of 2005 (Energy Act) repealed the 1935 Act effective February 8, 2006, and since that date CenterPoint Energy and its subsidiaries have no longer been subject to restrictions imposed under the 1935 Act. The Energy Act includes a new Public Utility Holding Company Act of 2005 (PUHCA 2005) which grants to the Federal Energy Regulatory Commission (FERC) authority to require holding companies and their subsidiaries to maintain certain books and records and make them available for review by the FERC and state regulatory authorities in certain circumstances. On December 8, 2005, the FERC issued rules implementing PUHCA 2005. Pursuant to those rules, on June 14, 2006, CenterPoint Energy filed with the FERC the required notification of its status as a public utility holding company. On October 19, 2006, the FERC adopted additional rules regarding maintenance of books and records by utility holding companies and additional reporting and accounting requirements for centralized service companies that make allocations to public utilities regulated by the FERC under the Federal Power Act. Although CenterPoint Energy provides services to its subsidiaries through a service company, its service company is not subject to the service company rules. Basis of Presentation. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 Condensed Financial Statements reflect all normal recurring adjustments that are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the respective periods. Amounts reported in the Company's Condensed 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) seasonal fluctuations in demand for energy, (b) timing of maintenance and other expenditures and (c) acquisitions and dispositions of businesses, assets and other interests. (2) NEW ACCOUNTING PRONOUNCEMENTS In September 2006, the Financial Accounting Standards Board (FASB) issued SFAS No. 157, "Fair Value Measurements" (SFAS No. 157). SFAS No. 157 establishes a framework for measuring fair value and requires expanded disclosure about the information used to measure fair value. The statement applies whenever other statements require, or permit, assets or liabilities to be measured at fair value. The statement does not expand the use of fair value accounting in any new circumstances and is effective for the Company for the year ended December 31, 2008 and for interim periods included in that year, with early adoption encouraged. The Company does not expect the adoption of this statement to have a material impact on its financial condition or results of operations. 5 In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans - An Amendment of FASB Statements No. 87, 88, 106 and 132(R)" (SFAS No. 158). SFAS No. 158 requires the Company, as the sponsor of a single employer defined benefit plan, to (a) recognize on its Balance Sheets as an asset a plan's over-funded status or as a liability such plan's under-funded status, (b) measure a plan's assets and obligations that determine its funded status as of the end of the Company's fiscal year and (c) recognize changes in the funded status of a plan in the year in which the changes occur through adjustments to other comprehensive income. SFAS No. 158 is effective for the Company for the year ended December 31, 2006. SFAS No. 158 is expected to require a non-cash charge to the Company's equity to recognize previously unrecognized costs related to its postretirement plan. The amount of the charge is unknown at this time due to possible changes in discount rates and investment returns through year-end. However, if SFAS No. 158 had been adopted as of December 31, 2005, the charge to comprehensive income would have been approximately $44 million (net of tax). The adoption of SFAS No. 158 will not impact the Company's compliance with debt covenants. In July 2006, the FASB issued FASB Interpretation (FIN) No. 48, "Accounting for Uncertainty in Income Taxes - An Interpretation of FASB Statement No. 109" (FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements in accordance with FASB Statement No. 109, "Accounting for Income Taxes." FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The provisions of FIN 48 are effective for fiscal years beginning after December 15, 2006. The Company expects to adopt FIN 48 in the first quarter of 2007 and is currently evaluating the impact the adoption will have on the Company's financial position. (3) REGULATORY MATTERS (a) Recovery of True-Up Balance. In March 2004, the Company filed its true-up application with the Public Utility Commission of Texas (Texas Utility Commission), requesting recovery of $3.7 billion, excluding interest, as allowed under the Texas electric restructuring law. In December 2004, the Texas Utility Commission issued its final order (True-Up Order) allowing the Company to recover a true-up balance of approximately $2.3 billion, which included interest through August 31, 2004, and providing for adjustment of the amount to be recovered to include interest on the balance until recovery, the principal portion of additional excess mitigation credits returned to customers after August 31, 2004 and certain other matters. The Company and other parties filed appeals of the True-Up Order to a district court in Travis County, Texas. In August 2005, the court issued its final judgment on the various appeals. In its judgment, the court affirmed most aspects of the True-Up Order, but reversed two of the Texas Utility Commission's rulings. The judgment would have the effect of restoring approximately $650 million, plus interest, of the $1.7 billion the Texas Utility Commission had disallowed from the Company's initial request. The Company and other parties appealed the district court's judgment. Oral argument to the 3rd Court of Appeals in Austin is not expected to occur before late November 2006. No amounts related to the district court's judgment have been recorded in the consolidated financial statements. Among the issues raised in the Company's appeal of the True-Up Order is the Texas Utility Commission's reduction of the Company's stranded cost recovery by approximately $146 million for the present value of certain deferred tax benefits associated with its former electric generation assets. Such reduction was considered in the Company's recording of an after-tax extraordinary loss of $977 million in the last half of 2004. The Company believes that the Texas Utility Commission based its order on proposed regulations issued by the Internal Revenue Service (IRS) in March 2003 related to those tax benefits. Those proposed regulations would have allowed utilities owning assets that were deregulated before March 4, 2003 to make a retroactive election to pass the benefits of Accumulated Deferred Investment Tax Credits (ADITC) and Excess Deferred Federal Income Taxes (EDFIT) back to customers. However, in December 2005, the IRS withdrew those proposed normalization regulations and issued new proposed regulations that do not include the provision allowing a retroactive election to pass the tax benefits back to customers. In a recent Private Letter Ruling (PLR) issued to a Texas utility on facts similar to the Company's, the IRS, without referencing its proposed regulations, ruled that a normalization violation would occur 6 if ADITC and EDFIT were required to be returned to customers. The Company intends to seek a PLR asking the IRS whether the Texas Utility Commission's order reducing the Company's stranded cost recovery by $146 million for ADITC and EDFIT would cause a normalization violation. If the Company's PLR determines that such reduction would cause a normalization violation with respect to the ADITC and the Texas Utility Commission's order relating to such reduction is not reversed or otherwise modified, the IRS could require the Company to pay an amount equal to the Company's unamortized ADITC balance as of the date that the normalization violation is deemed to have occurred. In addition, if a normalization violation with respect to EDFIT is deemed to have occurred and the Texas Utility Commission's order relating to such reduction is not reversed or otherwise modified, the IRS could deny the Company the ability to elect accelerated tax depreciation benefits beginning in the taxable year that the normalization violation is deemed to have occurred. If a normalization violation should ultimately be found to exist, it could have an adverse impact on the Company's results of operations, financial condition and cash flows. However, the Company is vigorously pursuing the appeal of this issue and will seek other relief from the Texas Utility Commission to avoid a normalization violation. The Texas Utility Commission has not previously required a company subject to its jurisdiction to take action that would result in a normalization violation. There are two ways for the Company to recover the true-up balance: by issuing transition bonds to securitize the amounts due and/or by implementing a competition transition charge (CTC). Pursuant to a financing order issued by the Texas Utility Commission in March 2005 and affirmed in August 2005 by the Travis County District Court, in December 2005, a subsidiary of the Company issued $1.85 billion in transition bonds with interest rates ranging from 4.84 percent to 5.30 percent and final maturity dates ranging from February 2011 to August 2020. Through issuance of the transition bonds, the Company recovered approximately $1.7 billion of the true-up balance determined in the True-Up Order plus interest through the date on which the bonds were issued. In July 2005, the Company received an order from the Texas Utility Commission allowing it to implement a CTC designed to collect approximately $596 million over 14 years plus interest at an annual rate of 11.075 percent (CTC Order). The CTC Order authorizes the Company to impose a charge on retail electric providers (REPs) to recover the portion of the true-up balance not covered by the financing order. The CTC Order also allows the Company to collect approximately $24 million of rate case expenses over three years without a return through a separate tariff rider (Rider RCE). The Company implemented the CTC and Rider RCE effective September 13, 2005 and began recovering approximately $620 million. Effective September 13, 2005, the return on the CTC portion of the true-up balance is included in the Company's tariff-based revenues. During the three and nine months ended September 30, 2006, the Company recognized approximately $14 million and $44 million, respectively, in operating income from the CTC. Additionally, during the three and nine months ended September 30, 2006, the Company recognized approximately $4 million and $10 million, respectively, of the allowed equity return not previously recorded. As of September 30, 2006, the Company had not recorded an allowed equity return of $237 million on its true-up balance because such return is being recognized as it is recovered in the future. Certain parties appealed the CTC Order to the 98th District Court in Travis County. In May 2006, the district court issued a judgment reversing the CTC Order in three respects. First, the court ruled that the Texas Utility Commission had improperly relied on provisions of its rule dealing with the interest rate applicable to CTC amounts. The district court reached that conclusion on the grounds that the Texas Supreme Court had previously invalidated that entire section of the rule. Second, the district court reversed the Texas Utility Commission's ruling that allows the Company to recover through the CTC the costs (approximately $5 million) for a panel appointed by the Texas Utility Commission in connection with the valuation of the Company's electric generation assets. Finally, the district court accepted the contention of one party that the CTC should not be allocated to retail customers who have switched to new on-site generation. The Company and CenterPoint Energy disagree with the district court's conclusions and in May 2006 appealed the judgment to the court of appeals and, if required, plan to seek further review from the Texas Supreme Court. All briefs in the appeal have been filed. The Company has requested oral argument, but no date has been set. Pending completion of judicial review and any action required by the Texas Utility Commission following a remand from the courts, the CTC remains in effect. The 11.075 percent interest rate in question was applicable from the implementation of the CTC Order on September 13, 2005 until August 1, 2006, the effective date of the implementation of a new CTC in compliance with the new rule discussed below. The ultimate outcome of this matter cannot be predicted at this time. However, the Company does not expect the disposition of this matter to have a material adverse effect on the Company's or CenterPoint Energy's financial condition, results of operations or cash flows. 7 In June 2006, the Texas Utility Commission adopted the revised rule governing the carrying charges on unrecovered true-up balances as recommended by its staff (Staff). The rule, which applies to the Company, reduces carrying costs on the unrecovered CTC balance prospectively from 11.075 percent to a weighted average cost of capital of 8.06 percent. The annualized impact on operating income is approximately $18 million per year for the first year with lesser impacts in subsequent years. On July 17, 2006, the Company made a compliance filing necessary to implement the rule changes effective August 1, 2006 per the settlement agreement discussed in Note 3(d) below. (b) Final Fuel Reconciliation. The results of the Texas Utility Commission's final decision related to the Company's final fuel reconciliation are a component of the True-Up Order. The Company has appealed certain portions of the True-Up Order involving a disallowance of approximately $67 million relating to the final fuel reconciliation in 2003 plus interest of $10 million. The Company has fully reserved for the disallowance and related interest accrual. A judgment was entered by a Travis County court in May 2005 affirming the Texas Utility Commission's decision. The Company filed an appeal to the 3rd Court of Appeals in Austin in June 2005, and in April 2006, the 3rd Court of Appeals issued a judgment affirming the Texas Utility Commission's decision. The Company filed an appeal with the Texas Supreme Court in August 2006, and in October 2006, the Texas Supreme Court requested that the Texas Utility Commission and the City of Houston file written responses to the Company's petition for review. The Texas Supreme Court may grant or deny the petition for review. If the petition is denied, the Court of Appeals' judgment would become final. If the petition is granted, the Texas Supreme Court would address the merits of the Company's appeal. There is no deadline for the Texas Supreme Court's decisions. (c) Remand of 2001 Unbundled Cost of Service (UCOS) Order. The 3rd Court of Appeals in Austin remanded to the Texas Utility Commission an issue that was decided by the Texas Utility Commission in the Company's 2001 UCOS proceeding. In its remand order, the court ruled that the Texas Utility Commission had failed to adequately explain its basis for its determination of certain projected transmission capital expenditures. The Court of Appeals ordered the Texas Utility Commission to reconsider that determination on the basis of the record that existed at the time of the Texas Utility Commission's original order. In April 2006, the Texas Utility Commission opined orally that the rate base should be reduced by $57 million and instructed its Staff to quantify the effect on the Company's rates. In the settlement of the Company's rate proceeding described in Note 3(d) below, the parties to the remand proceeding agreed to settle all issues that could be raised in the remand. Under the terms of that settlement, the Company implemented riders to its tariff rates under which it will provide rate credits to retail and wholesale customers for a total of approximately $8 million per year until a total of $32 million has been credited to customers under those tariff riders. Those riders became effective October 10, 2006. The Company reduced revenues and established a corresponding regulatory liability for $32 million in the second quarter of 2006 to reflect this obligation. (d) Rate Case. In October 2005, the Texas Utility Commission Staff filed a memorandum summarizing its review of the Earnings Reports filed by electric utilities for the calendar year ended December 31, 2004. Based on its review, the Staff concluded that continuation of the Company's rates could result in excess retail transmission and distribution revenues and excess wholesale transmission revenues and recommended that the Texas Utility Commission initiate a review of the reasonableness of existing rates. In December 2005, the Texas Utility Commission agreed to order a rate proceeding concerning the reasonableness of the Company's existing rates for transmission and distribution service and required the Company to make a filing by April 15, 2006 to justify or change those rates. In April 2006, the Company filed cost data and other information that supported the current rates. In July, 2006, the Company entered into a settlement agreement with the parties to the proceeding that resolved the issues raised in this matter. The Company filed a Stipulation and Agreement (the Agreement) with the Texas Utility Commission in August 2006 to seek approval of that settlement agreement. On September 5, 2006, the Texas Utility Commission issued its final order approving the Agreement. Revised base rates and other revised tariffs became effective as of October 10, 2006. 8 Under the terms of the Agreement, the Company's base rate revenues will be reduced by a net of approximately $58 million per year. Also, the Company will increase its energy efficiency expenditures by an additional $10 million per year over the $13 million included in existing rates. The expenditures will be made to benefit both residential and commercial customers. The Company also will fund $10 million per year for programs providing financial assistance to qualified low-income customers in its service territory. The Agreement provides for a rate freeze until June 30, 2010 under which the Company will not seek to increase its base rates and the other parties will not petition to decrease those rates. The rate freeze is subject to adjustments for changes related to certain transmission costs, implementation of the Texas Utility Commission's recently-adopted change to its CTC rule and certain other changes. The rate freeze does not apply to changes required to reflect the result of currently pending appeals of the True-Up Order, the pending appeal of the Texas Utility Commission's order regarding the Company's final fuel reconciliation, the appeal of the order implementing the Company's CTC or the implementation of transition charges associated with current and future securitizations. In addition, the Company is not required to file annual earnings reports for the calendar years 2006 through 2008, but is required to file an earnings report for 2009 no later than March 1, 2010. The Company must make a new base rate filing not later than June 30, 2010, based on a test year ended December 31, 2009, unless the Texas Utility Commission staff and certain cities with original jurisdiction notify the Company that such a filing is unnecessary. The Agreement will permit the Company to amortize its expenditures of approximately $28 million related to Hurricane Rita over a seven-year period and to amortize regulatory expenses of approximately $7 million over a four-year period, both beginning in October 2006. Pursuant to the Agreement, the Texas Utility Commission determined that franchise fees payable by the Company under new franchise agreements with the City of Houston and certain other municipalities in the Company's service area are deemed reasonable and necessary, along with the revised base rates. The Agreement also resolves all issues that could be raised in the Texas Utility Commission's proceeding to review its decision in the Company's 2001 UCOS case. See Note 3(c) above. (4) LONG-TERM DEBT In March 2006, the Company replaced its $200 million five-year revolving credit facility with a $300 million five-year revolving credit facility. The facility has a first drawn cost of London Interbank Offered Rate (LIBOR) plus 45 basis points based on the Company's current credit ratings, as compared to LIBOR plus 75 basis points for borrowings under the facility it replaced. The facility contains covenants, including a debt (excluding transition bonds) to total capitalization covenant of 65%. Under the credit facility, an additional utilization fee of 10 basis points applies to borrowings any time more than 50% of the facility is utilized, and the spread to LIBOR fluctuates based on the Company's credit rating. Borrowings under the facility are subject to customary terms and conditions. However, there is no requirement that the Company make representations prior to borrowings as to the absence of material adverse changes or litigation that could be expected to have a material adverse effect. Borrowings under the credit facility are subject to acceleration upon the occurrence of events of default that the Company considers customary. As of September 30, 2006, the Company had no borrowings and approximately $4 million of outstanding letters of credit under its $300 million credit facility. The Company was in compliance with all covenants as of September 30, 2006. The Company has $151 million of first mortgage bonds and $527 million of general mortgage bonds that it has issued as collateral for long-term debt of CenterPoint Energy. These bonds are not reflected in the consolidated financial statements because of the contingent nature of the obligations. (5) RELATED PARTY TRANSACTIONS AND MAJOR CUSTOMERS Related Party Transactions. The Company participates in a money pool through which it 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 net funding requirements of the money pool are expected to be met with borrowings under CenterPoint 9 Energy's revolving credit facility or the sale of commercial paper. As of December 31, 2005 and September 30, 2006, the Company had borrowings from the money pool of $68 million and $18 million, respectively. For the three months ended September 30, 2005 and 2006, the Company had net interest income related to affiliate borrowings of $11 million and $13 million, respectively, and $29 million and $36 million for the nine months ended September 30, 2005 and 2006, 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 $30 million and $26 million for the three-month periods ended September 30, 2005 and 2006, respectively, and $84 million for each of the nine-month periods ended September 30, 2005 and 2006, and are included primarily in operation and maintenance expenses. Major Customers. During the three months ended September 30, 2005 and 2006, revenues derived from energy delivery charges provided by the Company to subsidiaries of Reliant Energy, Inc. (formerly Reliant Resources, Inc.) (RRI) totaled $249 million and $225 million, respectively, and $615 million and $569 million during the nine months ended September 30, 2005 and 2006, respectively. (6) COMMITMENTS AND CONTINGENCIES LEGAL MATTERS 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 CenterPoint Energy and RRI, CenterPoint Energy and its subsidiaries, including the Company, 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 CenterPoint Energy and its 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 federal court in California, Colorado and Nevada and in state court 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. 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. CenterPoint Energy and/or Reliant Energy have been named in approximately 30 of these lawsuits, which were instituted between 2001 and 2006 and are pending in California state court in San Diego County, in Nevada state court in Clark County, in federal district court in Colorado, Nevada and the Northern District of California and before the Ninth Circuit Court of Appeals. However, the Company, CenterPoint Energy and Reliant Energy were not participants in the electricity or natural gas markets in California. CenterPoint Energy and Reliant Energy have been dismissed from certain of the lawsuits, either voluntarily by the plaintiffs or by order of the court, and CenterPoint Energy believes it is not a proper defendant in the remaining cases and will continue to seek dismissal from such remaining cases. 10 To date, several of the electricity complaints have been dismissed, and several of the dismissals have been affirmed by appellate courts. Others have been resolved by the settlement described in the following paragraph. Four of the gas complaints have also been dismissed based on defendants' claims of federal preemption and the filed rate doctrine, and these dismissals have been appealed. In June 2005, a San Diego state court refused to dismiss other gas complaints on the same basis. The other gas cases remain in the early procedural stages. On August 12, 2005, RRI reached a settlement with the FERC enforcement staff, the states of California, Washington and Oregon, California's three largest investor-owned utilities, classes of consumers from California and other western states, and a number of California city and county government entities that resolves their claims against RRI related to the operation of the electricity markets in California and certain other western states in 2000-2001. The settlement also resolves the claims of the three states and the investor-owned utilities related to the 2000-2001 natural gas markets. The settlement has been approved by the FERC, by the California Public Utilities Commission, and by the courts in which the electricity class action cases are pending. Two parties have appealed the courts' approval of the settlement to the California Court of Appeals. A party in the FERC proceedings filed a motion for rehearing of the FERC's order approving the settlement, which the FERC denied on May 30, 2006. That party has filed for review of the FERC's orders in the Ninth Circuit Court of Appeals. CenterPoint Energy is not a party to the settlement, but may rely on the settlement as a defense to any claims brought against it related to the time when CenterPoint Energy was an affiliate of RRI. The terms of the settlement do not require payment by CenterPoint Energy. Other Class Action Lawsuits. 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 CenterPoint Energy. Two of the lawsuits were dismissed without prejudice. In the remaining lawsuit, CenterPoint Energy and certain current and former members of its benefits committee are defendants. That lawsuit alleged that the defendants breached their fiduciary duties to various employee benefits plans, directly or indirectly sponsored by CenterPoint Energy, in violation of the Employee Retirement Income Security Act of 1974 by permitting the plans to purchase or hold securities issued by CenterPoint 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 sought monetary damages for losses suffered on behalf of the plans and a putative class of plan participants whose accounts held CenterPoint Energy or RRI securities, as well as restitution. In January 2006, the federal district judge granted a motion for summary judgment filed by CenterPoint Energy and the individual defendants. The plaintiffs appealed the ruling to the Fifth Circuit Court of Appeals. CenterPoint Energy believes that this lawsuit is without merit and will continue to vigorously defend the case. However, the ultimate outcome of this matter cannot be predicted at this time. ENVIRONMENTAL MATTERS Asbestos. Some facilities owned by CenterPoint Energy contain or have contained asbestos insulation and other asbestos-containing materials. CenterPoint Energy or its subsidiaries, including the Company, have been named, along with numerous others, as a defendant in lawsuits filed by a number of individuals who claim injury due to exposure to asbestos. Some of the claimants have worked at locations owned by CenterPoint Energy, but most existing claims relate to facilities previously owned by CenterPoint Energy or its subsidiaries. CenterPoint Energy anticipates that additional claims like those received may be asserted in the future. In 2004, CenterPoint Energy sold its generating business, to which most of these claims relate, to Texas Genco LLC, which is now known as NRG Texas LP (NRG). Under the terms of the arrangements regarding separation of the generating business from CenterPoint Energy and its sale to Texas Genco LLC, ultimate financial responsibility for uninsured losses from claims relating to the generating business has been assumed by Texas Genco LLC and its successor, but CenterPoint Energy has agreed to continue to defend such claims to the extent they are covered by insurance maintained by CenterPoint Energy, subject to reimbursement of the costs of such defense from the purchaser. Although their ultimate outcome cannot be predicted at this time, CenterPoint Energy intends to continue vigorously contesting claims that it does not consider to have merit and does not expect, based on its experience to date, these matters, either individually or in the aggregate, to have a material adverse effect on CenterPoint Energy's financial condition, results of operations or cash flows. Other Environmental. From time to time the Company has received notices from regulatory authorities or others regarding its status as a potentially responsible party in connection with sites found to require remediation due to the 11 presence of environmental contaminants. In addition, the Company has been named from time to time as a defendant in litigation related to such sites. Although the ultimate outcome of such matters cannot be predicted at this time, the Company does not expect, based on its experience to date, these matters, either individually or in the aggregate, to have a material adverse effect on the Company's financial condition, results of operations or cash flows. OTHER PROCEEDINGS The Company is involved in other legal, environmental, tax and regulatory proceedings before various courts, regulatory commissions and governmental agencies regarding matters arising in the ordinary course of business. Some of these proceedings involve substantial amounts. The Company regularly analyzes current information and, as necessary, provides accruals for probable liabilities on the eventual disposition of these matters. The Company does not expect the disposition of these matters to have a material adverse effect on the Company's financial condition, results of operations or cash flows. NUCLEAR DECOMMISSIONING FUND COLLECTIONS Pursuant to regulatory requirements and its tariff, the Company, as collection agent, collects from its transmission and distribution customers the nuclear decommissioning charge assessed with respect to the 30.8% ownership interest in the South Texas Project which it owned when it was part of an integrated electric utility. Amounts collected are transferred to nuclear decommissioning trusts maintained by the current owner of that interest in the South Texas Project. During 2003 and 2004, $2.9 million was transferred each year and $3.2 million was transferred in 2005. There are various investment restrictions imposed on owners of nuclear generating stations by the Texas Utility Commission and the Nuclear Regulatory Commission relating to nuclear decommissioning trusts. Pursuant to the provisions of both a separation agreement and a final order of the Texas Utility Commission relating to the 2005 transfer of ownership to Texas Genco LLC, now NRG, the Company and a subsidiary of NRG were, until July 1, 2006, jointly administering the decommissioning funds through the Nuclear Decommissioning Trust Investment Committee. On June 9, 2006, the Texas Utility Commission approved an application by the Company and an NRG subsidiary to name the NRG subsidiary as the sole fund administrator. As a result, the Company is no longer responsible for administration of decommissioning funds it collects as collection agent. TAX CONTINGENCIES The Company has established reserves for certain tax items, primarily certain items related to employee benefits. The total amount reserved for these tax items was approximately $12 million and $13 million as of December 31, 2005 and September 30, 2006, respectively. (7) EMPLOYEE BENEFIT PLANS The Company's employees participate in CenterPoint Energy's postretirement benefits plan. The Company's net periodic cost includes the following components relating to postretirement benefits:
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ------------------ ---------------- 2005 2006 2005 2006 ---- ---- ---- ---- (IN MILLIONS) Service cost ........................... $-- $-- $-- $ 1 Interest cost .......................... 4 4 13 12 Expected return on plan assets ......... (3) (2) (8) (8) Amortization of transition obligation .. 2 1 5 4 --- --- --- --- Net periodic cost ................... $ 3 $ 3 $10 $ 9 === === === ===
The Company expects to contribute approximately $10 million to CenterPoint Energy's postretirement benefits plan in 2006, of which $7 million had been contributed as of September 30, 2006. 12 ITEM 2. MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS The following narrative analysis should be read in combination with our Interim Condensed Financial Statements contained in this Form 10-Q. 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) and Item 3 (Quantitative and Qualitative Disclosures About Market Risk) of Part I and the following Part II items of Form 10-Q: Item 2 (Unregistered Sales of Equity Securities and Use of Proceeds), 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 and nine months ended September 30, 2005 and the three and nine months ended September 30, 2006. 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, 2005 (CenterPoint Houston Form 10-K). CONSOLIDATED RESULTS OF OPERATIONS Our results of operations are affected by seasonal fluctuations in the demand for electricity. Our results of operations are also affected by, among other things, the actions of various governmental authorities having jurisdiction over 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 "Risk Factors" in Item 1A of Part I of the CenterPoint Houston Form 10-K. 13 The following table sets forth our consolidated results of operations for the three and nine months ended September 30, 2005 and 2006, 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 NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ----------------------- ----------------------- 2005 2006 2005 2006 ---------- ---------- ---------- ---------- (IN MILLIONS, EXCEPT CUSTOMER DATA) Revenues: Electric transmission and distribution utility .. $ 453 $ 453 $ 1,164 $ 1,170 Transition bond companies ....................... 31 80 79 204 ---------- ---------- ---------- ---------- Total revenues ............................... 484 533 1,243 1,374 ---------- ---------- ---------- ---------- Expenses: Operation and maintenance ....................... 155 155 446 436 Depreciation and amortization ................... 69 58 197 182 Taxes other than income taxes ................... 55 53 163 168 Transition bond companies ....................... 22 48 52 108 ---------- ---------- ---------- ---------- Total expenses ............................... 301 314 858 894 ---------- ---------- ---------- ---------- Operating income ................................... 183 219 385 480 ---------- ---------- ---------- ---------- Interest and other finance charges ................. (87) (59) (257) (181) Return on true-up balance .......................... 35 -- 104 -- Other income, net .................................. 13 16 36 48 ---------- ---------- ---------- ---------- Income before income taxes and extraordinary item .. 144 176 268 347 Income tax expense ................................. (49) (57) (90) (114) ---------- ---------- ---------- ---------- Income before extraordinary item ................... 95 119 178 233 Extraordinary item, net of tax ..................... -- -- 30 -- ---------- ---------- ---------- ---------- Net income ......................................... $ 95 $ 119 $ 208 $ 233 ========== ========== ========== ========== Actual gigawatt-hours (GWh) delivered: Residential ..................................... 8,871 8,523 19,607 19,317 Total ........................................... 22,351 22,830 57,134 59,239 Average number of metered customers: Residential ..................................... 1,690,819 1,740,079 1,675,904 1,729,348 Total ........................................... 1,921,594 1,976,559 1,904,235 1,964,189
THREE MONTHS ENDED SEPTEMBER 30, 2006 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2005 We reported operating income of $219 million for the three months ended September 30, 2006, consisting of $187 million for the regulated electric transmission and distribution utility (TDU) (including $14 million for the CTC) and $32 million related to the transition bonds. For the three months ended September 30, 2005, operating income totaled $183 million, consisting of $174 million for the TDU (including $2 million for the CTC) and $9 million related to the transition bonds. Revenues for the TDU continue to benefit from solid customer growth, with nearly 49,000 metered customers added since September 2005 ($10 million), higher transmission cost recovery ($3 million) and recovery of our 2004 true-up balance ($2 million). Houston experienced normal weather during the third quarter of 2006, which created an unfavorable weather variance ($14 million) when compared to the abnormally warm weather in 2005, that substantially offset the increases in revenues discussed above. Operation and maintenance expense remained flat primarily due to higher tree trimming expenses ($3 million) and higher transmission costs ($3 million) offset by lower employee benefit expenses ($4 million) and decreased corporate support services ($4 million). Depreciation and amortization expense decreased ($11 million) primarily as a result of amortization of regulatory liabilities related to the 2004 true-up balance ($13 million), partially offset by an increase in depreciation expense due to higher plant balances ($3 million). NINE MONTHS ENDED SEPTEMBER 30, 2006 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2005 We reported operating income of $480 million for the nine months ended September 30, 2006, consisting of $384 million for the TDU (including $44 million for the CTC) and $96 million related to the transition bonds. For 14 the nine months ended September 30, 2005, operating income totaled $385 million, consisting of $358 million for the TDU (including $2 million for the CTC) and $27 million related to the transition bonds. Revenues for the TDU increased due to continued customer growth, with nearly 49,000 metered customers added since September 2005 ($28 million), recovery of our 2004 true-up balance ($28 million) and higher transmission recovery ($8 million), partially offset by the unfavorable weather discussed above and decreased usage ($28 million) and the impact related to the resolution of the 2001 UCOS order ($32 million). Operation and maintenance expense decreased primarily due to a gain on the sale of land in 2006 ($14 million) and lower employee benefit and payroll-related expenses ($6 million), which was partially offset by higher transmission costs ($8 million) and severance costs associated with staff reductions ($4 million). Depreciation and amortization expense decreased ($15 million) primarily as a result of amortization of regulatory liabilities related to the 2004 true-up balance ($26 million), partially offset by an increase in depreciation expense due to higher plant balances ($8 million). Additionally, taxes other than income taxes increased primarily due to higher franchise fees ($13 million) partially offset by decreased property and state franchise tax ($6 million). OTHER INCOME (EXPENSE) Interest expense, excluding transition bond-related interest expense, decreased $51 million and $147 million for the three months and nine months ended September 30, 2006, respectively, due to reduced borrowing costs and borrowing levels. Additionally, other income related to the return on the true-up balance decreased $35 million and $104 million for the three months and nine months ended September 30, 2006, respectively, as the return on the true-up balance was discontinued in September 2005 and December 2005 due to the implementation of the CTC and the sale of transition bonds, respectively. EXTRAORDINARY ITEM Net income for the nine months ended September 30, 2005 included an after-tax extraordinary gain of $30 million reflecting an adjustment to the extraordinary loss recorded in the last half of 2004 to write-down generation-related regulatory assets as a result of the final orders issued by the Texas Utility Commission. CERTAIN FACTORS AFFECTING FUTURE EARNINGS For information on other developments, factors and trends that may have an impact on our future earnings, please read Note 3(d) to the Interim Condensed Financial Statements for a discussion of CenterPoint Houston's rate case settlement, "Risk Factors" in Item 1A of Part I and "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. LIQUIDITY AND CAPITAL RESOURCES Our liquidity and capital requirements are affected primarily by our results of operations, capital expenditures, debt service requirements, working capital needs, various regulatory actions and appeals relating to such regulatory actions. Our principal cash requirements for the remaining three months of 2006 include approximately $90 million of capital expenditures. We expect that borrowings under our credit facility, anticipated cash flows from operations and intercompany borrowings will be sufficient to meet our cash needs for the next twelve months. Off-Balance Sheet Arrangements. Other than operating leases and first mortgage bonds and general mortgage bonds issued as collateral for long-term debt of CenterPoint Energy, Inc. (CenterPoint Energy) as discussed below, we have no off-balance sheet arrangements. Credit Facilities. In March 2006, we replaced our $200 million five-year revolving credit facility with a $300 million five-year revolving credit facility. The facility has a first drawn cost of London Interbank Offered Rate (LIBOR) plus 45 basis points based on our current credit ratings, as compared to LIBOR plus 75 basis points for borrowings under the facility it replaced. The facility contains covenants, including a debt (excluding transition bonds) to total capitalization covenant of 65%. Under the credit facility, an additional utilization fee of 10 basis points applies to borrowings any time more than 50% of the facility is utilized, and the spread to LIBOR fluctuates based on our credit rating. Borrowings under the facility are subject to customary terms and conditions. However, there is no requirement that we make representations prior to borrowings as to the absence of material adverse changes or litigation that could be expected to have a material adverse effect. Borrowings under the credit facility are subject to acceleration upon the occurrence of events of default that we consider customary. We are currently in compliance with the various business and financial covenants contained in our credit facility. As of October 31, 2006, we had no borrowings and approximately $4 million of outstanding letters of credit under the credit facility. 15 Temporary Investments. As of October 31, 2006, we had external temporary investments of $50 million. 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 net funding requirements of the money pool are expected to be met with borrowings under CenterPoint Energy's revolving credit facility or the sale of commercial paper. At October 31, 2006, we had no borrowings from the money pool. The money pool may not provide sufficient funds to meet our cash needs. Long-term Debt. Our long-term debt consists of our obligations and the obligations of our subsidiaries, including transition bonds issued by wholly owned subsidiaries. The following table shows future maturity dates of long-term debt issued by us to third parties and affiliates and scheduled future payment dates of transition bonds issued by our subsidiaries, CenterPoint Energy Transition Bond Company, LLC (Bond Company) and CenterPoint Energy Transition Bond Company II, LLC (Bond Company II), as of October 31, 2006. Amounts are expressed in millions.
TRANSITION YEAR THIRD-PARTY AFFILIATE SUB-TOTAL BONDS TOTAL ---- ----------- --------- --------- ---------- ------ 2007 ... $ -- $ -- $ -- $ 147 $ 147 2008 ... -- -- -- 159 159 2009 ... -- -- -- 175 175 2010 ... -- -- -- 190 190 2011 ... -- -- -- 207 207 2012 ... 46 -- 46 227 273 2013 ... 450 -- 450 245 695 2014 ... 300 -- 300 147 447 2015 ... -- 151 151 158 309 2016 ... -- -- -- 169 169 2017 ... 127 -- 127 181 308 2018 ... -- -- -- 194 194 2019 ... -- -- -- 208 208 2021 ... 102 -- 102 -- 102 2023 ... 200 -- 200 -- 200 2027 ... 56 -- 56 -- 56 2033 ... 312 -- 312 -- 312 ------ ---- ------ ------ ------ Total .. $1,593 $151 $1,744 $2,407 $4,151 ====== ==== ====== ====== ======
As of October 31, 2006, outstanding first mortgage bonds and general mortgage bonds aggregated approximately $2.3 billion as shown in the following table. Amounts are expressed in millions.
ISSUED AS ISSUED AS COLLATERAL ISSUED DIRECTLY COLLATERAL FOR THE FOR CENTERPOINT TO THIRD PARTIES COMPANY'S DEBT ENERGY'S DEBT TOTAL ---------------- ------------------ -------------------- ------ First Mortgage Bonds .... $ 102 $ -- $151 $ 253 General Mortgage Bonds .. 1,262 229 527 2,018 ------ ---- ---- ------ Total ................ $1,364 $229 $678 $2,271 ====== ==== ==== ======
The lien of the general mortgage indenture is junior to that of the mortgage, pursuant to which the first mortgage bonds are issued. We may issue additional general mortgage bonds on the basis of retired bonds, 70% of property additions or cash deposited with the trustee. Approximately $2.1 billion of additional first mortgage bonds and general mortgage bonds could be issued on the basis of retired bonds and 70% of property additions as of September 30, 2006. However, we are contractually prohibited, subject to certain exceptions, from issuing additional first mortgage bonds. 16 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 in our consolidated financial statements because of the contingent nature of the obligations. Amounts are expressed in millions.
FIRST GENERAL YEAR MORTGAGE BONDS MORTGAGE BONDS TOTAL ----------- -------------- -------------- ----- 2011 ...... $ -- $ 19 $ 19 2015 ...... 151 -- 151 2018 ...... -- 50 50 2019 ...... -- 200 200 2020 ...... -- 90 90 2026 ...... -- 100 100 2028 ...... -- 68 68 ---- ---- ---- Total .. $151 $527 $678 ==== ==== ====
At October 31, 2006, Bond Company had $575 million aggregate principal amount of outstanding transition bonds that were issued in 2001 in accordance with the 1999 Texas Electric Choice Plan (Texas electric restructuring law). At October 31, 2006, Bond Company II had $1.83 billion aggregate principal amount of outstanding transition bonds that were issued in 2005 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 bond companies. 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 companies and, in an intercreditor agreement among us, the bond companies and other parties. Impact on Liquidity of a Downgrade in Credit Ratings. As of October 31, 2006, 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 ------------------- -------------------- -------------------- INSTRUMENT RATING OUTLOOK(1) RATING OUTLOOK (2) RATING OUTLOOK (3) -------------------------- ------ ---------- ------ ----------- ------ ----------- Senior Secured Debt (First Mortgage Bonds)........ Baa2 Stable BBB Stable A- Stable
---------- (1) A "stable" outlook from Moody's indicates that Moody's does not expect to put the rating on review for an upgrade or downgrade within 18 months from when the outlook was assigned or last affirmed. (2) An S&P rating outlook assesses the potential direction of a long-term credit rating over the intermediate to longer term. (3) A "stable" outlook from Fitch encompasses a one-to-two year horizon as to the likely ratings direction. We cannot assure you that these ratings will remain in effect for any given period of time or that one or more of these ratings will not be lowered or withdrawn entirely by a rating agency. We note that these credit ratings are not recommendations to buy, sell or hold our securities and may be revised or withdrawn at any time by the rating agency. Each rating should be evaluated independently of any other rating. Any future reduction or withdrawal of one or more of our credit ratings could have a material adverse impact on our ability to obtain short- and long-term financing, the cost of such financings and the execution of our commercial strategies. A decline in credit ratings could increase borrowing costs under our $300 million credit facility. A decline in credit ratings would also increase the interest rate on long-term debt to be issued in the capital markets and could negatively impact our ability to complete capital market transactions. 17 Cross Defaults. Under CenterPoint Energy's revolving credit facility, a payment default on, or a non-payment default that permits acceleration of, any indebtedness exceeding $50 million by us will cause a default. Pursuant to the indenture governing CenterPoint Energy's senior notes, 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. As of October 31, 2006, CenterPoint Energy had issued six series of senior notes aggregating $1.4 billion in principal amount under this indenture. A default by CenterPoint Energy would not trigger a default under our debt instruments or bank credit facilities. Other Factors that Could Affect Cash Requirements. In addition to the above factors, our liquidity and capital resources could be affected by: - increases in interest expense in connection with debt refinancings and borrowings under our credit facility; - various regulatory actions; - the ability of RRI and its subsidiaries to satisfy their obligations as our principal customers and in respect of RRI's indemnity obligations to us; - the outcome of litigation brought by and against us; - restoration costs and revenue losses resulting from natural disasters such as hurricanes; and - various other risks identified in "Risk Factors" in Item 1A of Part I of the CenterPoint Houston Form 10-K. Certain Contractual Limits on Ability to Issue Securities and Pay Dividends. Our credit facility limits our debt (excluding transition bonds) as a percentage of our total capitalization to 65 percent. Additionally, in connection with the issuance of a certain series of general mortgage bonds, we agreed not to issue, subject to certain exceptions, additional first mortgage bonds. 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 consolidated financial statements in the CenterPoint Houston Form 10-K. 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. 18 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 former 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 $308 million of recoverable electric generation-related regulatory assets as of September 30, 2006. These costs are recoverable under the provisions of the Texas electric restructuring law. Based on our analysis of the final order issued by the Texas Utility Commission, we recorded an after-tax charge to earnings in 2004 of approximately $977 million to write-down our electric generation-related regulatory assets to their realizable value, which is reflected as an extraordinary loss in the Condensed Statements of Consolidated Income. Based on subsequent orders received from the Texas Utility Commission, we recorded an extraordinary gain of $30 million after-tax in the second quarter of 2005 related to the regulatory asset. Additionally, a district court in Travis County, Texas issued a judgment that would have the effect of restoring approximately $650 million, plus interest, of disallowed costs. The Company and other parties appealed the district court's judgment. Oral argument to the 3rd Court of Appeals in Austin is not expected to occur before late November 2006. No amounts related to the district court's judgment have been recorded in the consolidated financial statements. For additional information relating to regulatory proceedings, see Note 3 to our Interim Condensed Financial Statements. 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. ASSET RETIREMENT OBLIGATIONS We account for our long-lived assets under SFAS No. 143, "Accounting for Asset Retirement Obligations" (SFAS No. 143), and Financial Accounting Standards Board Interpretation No. 47, "Accounting for Conditional Asset Retirement Obligations - An Interpretation of SFAS No. 143" (FIN 47). SFAS No. 143 and FIN 47 require that an asset retirement obligation be recorded at fair value in the period in which it is incurred if a reasonable estimate of fair value can be made. In the same period, the associated asset retirement costs are capitalized as part of the carrying amount of the related long-lived asset. Rate-regulated entities may recognize regulatory assets or liabilities as a result of timing differences between the recognition of costs as recorded in accordance with SFAS No. 143 and FIN 47, and costs recovered through the ratemaking process. We estimate the fair value of asset retirement obligations by calculating the discounted cash flows that are dependent upon the following components: - Inflation adjustment - The estimated cash flows are adjusted for inflation estimates for labor, equipment, materials, and other disposal costs; - Discount rate - The estimated cash flows include contingency factors that were used as a proxy for the 19 market risk premium; and - Third party markup adjustments - Internal labor costs included in the cash flow calculation were adjusted for costs that a third party would incur in performing the tasks necessary to retire the asset. Changes in these factors could materially affect the obligation recorded to reflect the ultimate cost associated with retiring the assets under SFAS No. 143 and FIN 47. For example, if the inflation adjustment increased 25 basis points, this would increase the balance for asset retirement obligations by approximately 2%. Similarly, an increase in the discount rate by 25 basis points would decrease asset retirement obligations by approximately the same percentage. At September 30, 2006, our estimated cost of retiring these assets was approximately $13 million. UNBILLED ENERGY REVENUES Revenues related to the delivery of electricity are generally recorded when electricity is delivered to customers. However, the determination of electricity deliveries 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 electricity 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 Condensed 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 September 30, 2006 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 and such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding disclosure. There has been no change in our internal controls over financial reporting that occurred during the three months ended September 30, 2006 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS For a discussion of material legal and regulatory proceedings affecting us, please read Notes 3 and 6 to our Interim Condensed Financial Statements, each of which is incorporated herein by reference. See also "Business -- Regulation" and "-- Environmental Matters" in Item 1 and "Legal Proceedings" in Item 3 of the CenterPoint Houston Form 10-K. ITEM 1A. RISK FACTORS There have been no material changes from the risk factors disclosed in the CenterPoint Houston Form 10-K. 20 ITEM 5. OTHER INFORMATION Our ratio of earnings to fixed charges for the nine months ended September 30, 2005 and 2006 was 2.14 and 2.85, respectively. We do not believe that the ratios for these nine-month periods are necessarily indicators of the ratios for the twelve-month periods due to the seasonal nature of our business. The ratios were calculated pursuant to applicable rules of the Securities and Exchange Commission. ITEM 6. EXHIBITS The following exhibits are filed herewith: 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 Houston or CenterPoint Energy as indicated.
Report or Registration SEC File or Exhibit Number Description Statement Registration Number Exhibit References -------------- ------------------- ---------------------- ------------------- ------------------ 3.1 Articles of CenterPoint 1-3187 3(b) Organization of Houston's Form 8-K CenterPoint Energy dated August 31, Houston Electric 2002 filed with the SEC on September 3, 2002 3.2 Limited Liability CenterPoint 1-3187 3(c) Company Regulations Houston's Form 8-K of CenterPoint dated August 31, Energy Houston 2002 filed with Electric the SEC on September 3, 2002 4.1 $300,000,000 Credit CenterPoint 1-3187 4.2 Agreement dated as Houston's Form 8-K of March 31, 2006 dated March 31, among CenterPoint 2006 Houston, as Borrower, and the Initial Lenders named therein, as Initial Lenders +12 Computation of Ratios of Earnings to Fixed Charges +31.1 Rule 13a-14(a)/15d-14(a) Certification of David M. McClanahan +31.2 Rule 13a-14(a)/15d-14(a) Certification of Gary L. Whitlock +32.1 Section 1350 Certification of David M. McClanahan +32.2 Section 1350 Certification of Gary L. Whitlock +99.1 Items incorporated by reference from the CenterPoint Houston Form 10-K. Item 1A "--Risk Factors."
21 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: November 7, 2006 22 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 Houston or CenterPoint Energy as indicated.
Report or Registration SEC File or Exhibit Number Description Statement Registration Number Exhibit References -------------- ------------------- ---------------------- ------------------- ------------------ 3.1 Articles of CenterPoint 1-3187 3(b) Organization of Houston's Form 8-K CenterPoint Energy dated August 31, Houston Electric 2002 filed with the SEC on September 3, 2002 3.2 Limited Liability CenterPoint 1-3187 3(c) Company Regulations Houston's Form 8-K of CenterPoint dated August 31, Energy Houston 2002 filed with Electric the SEC on September 3, 2002 4.1 $300,000,000 Credit CenterPoint 1-3187 4.2 Agreement dated as Houston's Form 8-K of March 31, 2006 dated March 31, among CenterPoint 2006 Houston, as Borrower, and the Initial Lenders named therein, as Initial Lenders +12 Computation of Ratios of Earnings to Fixed Charges +31.1 Rule 13a-14(a)/15d-14(a) Certification of David M. McClanahan +31.2 Rule 13a-14(a)/15d-14(a) Certification of Gary L. Whitlock +32.1 Section 1350 Certification of David M. McClanahan +32.2 Section 1350 Certification of Gary L. Whitlock +99.1 Items incorporated by reference from the CenterPoint Houston Form 10-K. Item 1A "--Risk Factors."