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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 10-K/A
AMENDMENT NO. 1
<Table>
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
</Table>
COMMISSION FILE NUMBER 1-31447
----------------
CENTERPOINT ENERGY, INC.
(Exact name of registrant as specified in its charter)
<Table>
TEXAS 74-0694415
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1111 LOUISIANA (713) 207-1111
HOUSTON, TEXAS 77002 (Registrant's telephone number,
(Address and zip code of including area code)
principal executive offices)
</Table>
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
<Table>
<Caption>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- -----------------------------------------
Common Stock, $0.01 par value and associated New York Stock Exchange
rights to purchase preferred stock Chicago Stock Exchange
HL&P Capital Trust II 8.257% Capital Securities, New York Stock Exchange
Series B
</Table>
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein and will not be contained, to the
best of each of the registrants' knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is an accelerated filer
(as defined by Rule 12b-2 of the Act). Yes [X] No [ ]
The aggregate market value of the voting stock held by non-affiliates of
CenterPoint Energy, Inc. (Company) was $3,521,933,742 as of June 30, 2004, using
the definition of beneficial ownership contained in Rule 13d-3 promulgated
pursuant to the Securities Exchange Act of 1934 and excluding shares held by
directors and executive officers. As of February 28, 2005, the Company had
308,501,031 shares of Common Stock outstanding. Excluded from the number of
shares of Common Stock outstanding are 166 shares held by the Company as
treasury stock.
Portions of the definitive proxy statement relating to the 2005 Annual
Meeting of Shareholders of the Company, which will be filed with the Securities
and Exchange Commission within 120 days of December 31, 2004, are incorporated
by reference in Item 10, Item 11, Item 12, Item 13 and Item 14 of Part III of
this Form 10-K.
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TABLE OF CONTENTS
<Table>
<Caption>
PAGE
----
PART IV
Item 15. Exhibits and Financial Statement Schedules.......................................................1
</Table>
EXPLANATORY NOTE
This Amendment No. 1 to our Annual Report on Form 10-K for the year
ended December 31, 2004 (the "Annual Report") is solely for the purpose of
supplementing the Annual Report by filing the opinion of our independent
registered public accounting firm regarding the financial statement schedules
contained in Item 15 that was inadvertently omitted from our original filing.
Accordingly, pursuant to Rule 12b-15 of the Securities Exchange Act, this
Amendment No. 1 includes such opinion together with a consent of our independent
registered public accounting firm (Exhibit 23), the complete text of Item 15,
including the financial statement schedules listed in Item 15(a)(2), as well as
relevant certifications (Exhibits 31.1 and 31.2). This Amendment No. 1 does not
reflect events occurring after the filing of the original Annual Report, or
modify or update the disclosures therein in any way other than as described
above.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) Financial Statements*.
<Table>
<Caption>
PAGE
----
Statements of Consolidated Operations for the Three Years Ended December 31, 2004.......................71
Statements of Consolidated Comprehensive Income for the Three Years Ended December 31, 2004.............72
Consolidated Balance Sheets at December 31, 2004 and 2003...............................................73
Statements of Consolidated Cash Flows for the Three Years Ended December 31, 2004.......................74
Statements of Consolidated Shareholders' Equity for the Three Years Ended December 31, 2004.............75
Notes to Consolidated Financial Statements..............................................................76
Report of Independent Registered Public Accounting Firm.................................................68
</Table>
(a)(2) Financial Statement Schedules for the Three Years Ended December 31,
2004.
<Table>
I -- Condensed Financial Information of CenterPoint Energy, Inc. (Parent Company)...................... 2
II -- Qualifying Valuation Accounts.................................................................... 9
</Table>
* Note that the page numbers referenced for the financial statements in
(a)(1) above are the relevant page numbers of our Annual Report on Form
10-K for the fiscal year ended December 31, 2004 as originally filed on
March 16, 2005.
The following schedules are omitted because of the absence of the conditions
under which they are required or because the required information is included in
the financial statements:
III, IV and V.
(a)(3) Exhibits.
See Index of Exhibits beginning on page 11, which index also includes the
management contracts or compensatory plans or arrangements required to be filed
as exhibits to this Form 10-K by Item 601(b)(10)(iii) of Regulation S-K.
1
CENTERPOINT ENERGY
SCHEDULE I -- CONDENSED FINANCIAL INFORMATION OF
CENTERPOINT ENERGY, INC. (PARENT COMPANY)
STATEMENTS OF OPERATIONS
<Table>
<Caption>
FOR THE PERIOD
SEPTEMBER 1, 2002 FOR THE YEAR FOR THE YEAR
THROUGH ENDED ENDED
DECEMBER 31, 2002 DECEMBER 31, 2003 DECEMBER 31, 2004
------------------ ----------------- -----------------
(IN THOUSANDS)
Equity Income (Losses) of Subsidiaries...................... $ (4,907) $ 850,394 $ 707,047
Interest Income from Subsidiaries........................... 29,878 63,266 21,568
Loss on Disposal of Subsidiary.............................. (4,371,464) -- (365,716)
Loss on Indexed Debt Securities............................. (7,964) (96,473) (20,232)
Operation and Maintenance Expenses.......................... (5,793) (12,944) (21,042)
Depreciation and Amortization............................... (5,978) (14,029) (311)
Taxes Other than Income..................................... (6,024) (5,091) (186)
Interest Expense to Subsidiaries............................ (31,198) (93,100) (79,590)
Interest Expense............................................ (188,027) (393,717) (303,493)
Income Tax Benefit.......................................... 64,916 185,361 134,587
Extraordinary Loss, net of tax.............................. -- -- (977,336)
----------- ------------ ------------
Net Income (Loss)........................................... $(4,526,561) $ 483,667 $ (904,704)
=========== ============ ============
</Table>
See CenterPoint Energy, Inc. and Subsidiaries Notes to
Consolidated Financial Statements in Part II, Item 8
2
CENTERPOINT ENERGY, INC.
SCHEDULE I -- CONDENSED FINANCIAL INFORMATION OF
CENTERPOINT ENERGY, INC. (PARENT COMPANY)
BALANCE SHEETS
<Table>
<Caption>
DECEMBER 31, DECEMBER 31,
2003 2004
------------ ------------
(IN THOUSANDS)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ............................... $ 21,617 $ --
Notes receivable -- affiliated companies ................ 201,887 125,680
Accounts receivable -- affiliated companies ............. 89,835 29,855
Other assets ............................................ 13,675 2,141
----------- -----------
Total current assets ................................... 327,014 157,676
----------- -----------
PROPERTY, PLANT AND EQUIPMENT, NET ........................ 111,533 5,567
----------- -----------
OTHER ASSETS:
Investment in subsidiaries .............................. 8,655,214 6,031,696
Notes receivable -- affiliated companies ................ 443,090 321,288
Accumulated deferred tax asset .......................... 213,858 --
Other assets ............................................ 125,115 675,360
----------- -----------
Total other assets ..................................... 9,437,277 7,028,344
----------- -----------
TOTAL ASSETS .......................................... $ 9,875,824 $ 7,191,587
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable -- affiliated companies ................... $ 6,018 $ 126,790
Current portion of long-term debt ....................... 119,564 107,065
Indexed debt securities derivative ...................... 321,352 341,575
Accounts payable:
Affiliated companies ................................... 79,647 36,773
Other .................................................. 13,362 5,267
Taxes accrued ........................................... 594,476 810,699
Interest accrued ........................................ 41,246 25,660
Other ................................................... 32,277 15,171
----------- -----------
Total current liabilities .............................. 1,207,942 1,469,000
----------- -----------
OTHER LIABILITIES:
Accumulated deferred tax liabilities .................... -- 432,918
Benefit obligations ..................................... 603,845 54,260
Notes payable -- affiliated companies ................... 1,677,720 1,167,089
Other ................................................... 314,366 97,536
----------- -----------
Total non-current liabilities .......................... 2,595,931 1,751,803
----------- -----------
LONG-TERM DEBT ............................................ 4,311,394 2,865,282
----------- -----------
SHAREHOLDERS' EQUITY:
Common stock ............................................ 3,063 3,080
Additional paid-in capital .............................. 2,868,416 2,891,335
Retained deficit ........................................ (700,033) (1,727,571)
Unearned ESOP stock ..................................... (2,842) --
Accumulated other comprehensive loss .................... (408,047) (61,342)
----------- -----------
Total shareholders' equity ............................. 1,760,557 1,105,502
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ............ $ 9,875,824 $ 7,191,587
=========== ===========
</Table>
See CenterPoint Energy, Inc. and Subsidiaries Notes to
Consolidated Financial Statements in Part II, Item 8
CENTERPOINT ENERGY, INC.
SCHEDULE I -- CONDENSED FINANCIAL INFORMATION OF
CENTERPOINT ENERGY, INC. (PARENT COMPANY)
STATEMENTS OF CASH FLOWS
<Table>
<Caption>
FOR THE PERIOD
SEPTEMBER 1, 2002
THROUGH FOR THE YEAR FOR THE YEAR
DECEMBER 31, ENDED ENDED
2002 DECEMBER 31, 2003 DECEMBER 31, 2004
----------------- ------------------ -----------------
(IN THOUSANDS)
Net income (loss) ................................ $(4,526,561) $ 483,667 $ (904,704)
Loss on disposal of subsidiary ................... 4,371,464 -- 365,716
Extraordinary loss, net of tax ................... -- -- 977,336
----------- ----------- -----------
Adjusted income (loss) ........................... (155,097) 483,667 438,348
Non-cash items included in net income (loss):
Equity losses (income) of subsidiaries .......... 4,907 (850,394) (707,047)
Deferred income tax expense (benefit) ........... (52,117) 65,778 155,405
Depreciation and amortization ................... 5,978 14,029 311
Amortization of debt issuance costs ............. 32,649 112,046 70,428
Loss on indexed debt securities ................. 7,964 96,473 20,232
Changes in working capital:
Accounts receivable to affiliates, net ......... 39,540 89,076 (6,253)
Accounts payable ............................... (1,302) 4,493 (1,025)
Other current assets ........................... (6,571) (3,478) (5,111)
Other current liabilities ...................... (101,273) (42,631) (290,434)
Common stock dividends received from subsidiaries 57,645 121,695 177,264
Pension contribution ............................. -- (22,700) (476,000)
Other ............................................ (12,681) 95,447 52,836
----------- ----------- -----------
Net cash provided by (used in) operating activities (180,358) 163,501 (571,046)
----------- ----------- -----------
INVESTING ACTIVITIES:
Proceeds from sale of Texas Genco ................ -- -- 2,231,000
Investment in subsidiaries ....................... (181,654) 32,832 19,090
Short-term notes receivable from affiliates ...... (178,127) 290,359 76,207
Long-term notes receivable from affiliates ....... 1,067,280 540,973 191,954
Capital expenditures, net ........................ (4,274) (6,596) (5,802)
----------- ----------- -----------
Net cash provided by investing activities .......... 703,225 857,568 2,512,449
----------- ----------- -----------
FINANCING ACTIVITIES:
Changes in short-term borrowings ................. (21,000) -- --
Payments on long-term debt ....................... (168,558) (6,727,055) (2,093,880)
Proceeds from long-term debt ..................... -- 5,778,242 --
Debt issuance costs .............................. (87,798) (117,641) (730)
Common stock dividends paid ...................... (48,672) (122,249) (122,881)
Short-term notes payable to affiliates ........... 25,177 (31,274) 120,772
Long-term notes payable to affiliates ............ 495 (1,986) 133,699
----------- ----------- -----------
Net cash used in financing activities .............. (300,356) (1,221,963) (1,963,020)
----------- ----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 222,511 (200,894) (21,617)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ... -- 222,511 21,617
----------- ----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD ......... $ 222,511 $ 21,617 $ --
=========== =========== ===========
</Table>
See CenterPoint Energy, Inc. and Subsidiaries Notes to
Consolidated Financial Statements in Part II, Item 8
4
CENTERPOINT ENERGY, INC.
SCHEDULE I -- NOTES TO CONDENSED FINANCIAL INFORMATION (PARENT COMPANY)
(1) The condensed parent company financial statements and notes should be
read in conjunction with the consolidated financial statements and notes of
CenterPoint Energy, Inc. (CenterPoint Energy or the Company) appearing in the
Annual Report on Form 10-K. CenterPoint Energy, Inc. is a public utility holding
company that became the parent of Reliant Energy, Incorporated (Reliant Energy)
and its subsidiaries on August 31, 2002 as part of a corporate restructuring of
Reliant Energy (the Restructuring). CenterPoint Energy is a registered public
utility holding company under the 1935 Act. Prior to the Restructuring, Reliant
Energy was a public utility holding company that was exempt from registration
under the 1935 Act. After the Restructuring, an exemption was no longer
available for the corporate structure that the Texas Utility Commission required
CenterPoint Energy to adopt under the Texas electric restructuring law.
CenterPoint Energy did not conduct any activities other than those incident to
its formation until September 1, 2002. Accordingly, statements of operations and
cash flows would not provide meaningful information and have been omitted for
periods prior to September 1, 2002.
(2) As a registered public utility holding company, the Company and its
subsidiaries except Texas Genco Holdings, Inc. (Texas Genco) are subject to a
comprehensive regulatory scheme imposed by the Securities and Exchange
Commission (SEC) in order to protect customers, investors and the public
interest. Although the SEC does not regulate rates and charges under the 1935
Act, it does regulate the structure, financing, lines of business and internal
transactions of public utility holding companies and their system companies. In
order to obtain financing, acquire additional public utility assets or stock, or
engage in other significant transactions, CenterPoint Energy is required to
obtain approval from the SEC under the 1935 Act.
The Company received an order from the SEC under the 1935 Act on June 30,
2003 and supplemental orders thereafter relating to its financing activities and
those of its regulated subsidiaries, as well as other matters. The orders are
effective until June 30, 2005. As of December 31, 2004, the orders generally
permitted the Company and its regulated subsidiaries to issue securities to
refinance indebtedness outstanding at June 30, 2003, and authorized the Company
and its regulated subsidiaries to issue certain incremental external debt
securities and common and preferred stock through June 30, 2005, without prior
authorization from the SEC. Further, the SEC has reserved jurisdiction over the
issuance by the Company and its regulated subsidiaries of certain amounts of
incremental external debt securities, so that the Company is required to obtain
SEC approval prior to issuing those incremental amounts.
The orders require that if the Company or any of its regulated subsidiaries
issues any security that is rated by a nationally recognized statistical rating
organization (NRSRO), the security to be issued must obtain an investment grade
rating from at least one NRSRO and, as a condition to such issuance, all
outstanding rated securities of the issuer and of the Company must be rated
investment grade by at least one NRSRO. The orders also contain certain
requirements for interest rates, maturities, issuance expenses and use of
proceeds. Under the orders, the Company's common equity as a percentage of total
capitalization must be at least 30%. The SEC has acknowledged that prior to the
monetization of Texas Genco and the securitization of the true-up components,
the Company's common equity as a percentage of total capitalization is expected
to remain less than 30%. In addition, after the securitization, the Company's
common equity as a percentage of total capitalization, including securitized
debt, is expected to be less than 30%, which the SEC has permitted for other
companies.
Effective January 1, 2004, CenterPoint Energy established a service company
in order to comply with the 1935 Act. As a result, certain assets and
liabilities of the parent company were transferred to the service company,
primarily property, plant and equipment, pension and other postemployment
benefit assets and obligations and related deferred taxes. These transfers have
been excluded from the Statement of Cash Flows for the year ended December 31,
2004 as they represent non-cash transactions.
(3) On September 30, 2002, the Company distributed to its shareholders 240
million shares of Reliant Energy, Inc. (formerly Reliant Resources, Inc.) (RRI)
common stock, which represented the Company's approximately 83% ownership
interest in RRI, by means of a tax-free spin-off in the form of a dividend.
Holders of CenterPoint Energy common stock on the record date received 0.788603
shares of RRI common stock for each share of CenterPoint
5
Energy stock that they owned on the record date. The total value of the RRI
Distribution, after the impairment charge discussed below, was $847 million.
As a result of the spin-off of Reliant Resources, the Company recorded a
non-cash loss on disposal of discontinued operations of $4.4 billion in 2002.
This loss represented the excess of the carrying value of the Company's net
investment in RRI over the market value of RRI's common stock.
(4) The Company distributed approximately 19% of the 80 million outstanding
shares of common stock of Texas Genco to its shareholders on January 6, 2003. As
a result of the distribution of Texas Genco common stock, the Company recorded a
pre-tax impairment charge of $399 million, which was reflected as a regulatory
asset in the Consolidated Balance Sheet as of December 31, 2003. This impairment
charge represents the excess of the carrying value of the Company's net
investment in Texas Genco over the market value of Texas Genco's common stock.
In July 2004, the Company announced its agreement to sell its majority owned
subsidiary, Texas Genco, to Texas Genco LLC (formerly known as GC Power
Acquisition LLC), an entity owned in equal parts by affiliates of The Blackstone
Group, Hellman & Friedman LLC, Kohlberg Kravis Roberts & Co. L.P. and Texas
Pacific Group. On December 15, 2004, Texas Genco completed the sale of its
fossil generation assets (coal, lignite and gas-fired plants) to Texas Genco LLC
for $2.813 billion in cash. Following the sale, Texas Genco distributed $2.231
billion in cash to the Company. Texas Genco's principal remaining asset is its
ownership interest in a nuclear generating facility. The final step of the
transaction, the merger of Texas Genco with a subsidiary of Texas Genco LLC in
exchange for an additional cash payment to the Company of $700 million, is
expected to close during the first half of 2005, following receipt of approval
from the Nuclear Regulatory Commission. The Company recorded an after tax loss
of $366 million in 2004 related to the sale of Texas Genco.
(5) On December 15, 2004, the Company permanently reduced its three-year
credit facility to $750 million from $2.34 billion. The credit facility was
composed of a $1.425 billion revolving credit facility (London interbank offered
rate (LIBOR) plus 300 basis points), which has been permanently reduced to $750
million, and a $915 million term loan (LIBOR) plus 350 basis points), which was
repaid and retired on December 15, 2004. As a result of the term loan repayment
and the permanent reduction of the revolving credit facility, the Company
expensed $15 million of unamortized loan costs in the fourth quarter of 2004
that were associated with these facilities.
In March 2005, the Company replaced its $750 million revolving credit
facility with a $1 billion five-year revolving credit facility. Borrowings may
be made under the facility at LIBOR plus 100 basis points based on current
credit ratings. An additional utilization fee of 12.5 basis points applies to
borrowings any time more than 50% of the facility is utilized. Changes in credit
ratings would lower or raise the increment to LIBOR depending on whether ratings
improved or were lowered.
On May 19, 2003, the Company issued $575 million aggregate principal amount
of convertible senior notes due May 15, 2023 with an interest rate of 3.75%.
Holders may convert each of their notes into shares of CenterPoint Energy common
stock, initially at a conversion rate of 86.3558 shares of common stock per
$1,000 principal amount of notes at any time prior to maturity, under the
following circumstances: (1) if the last reported sale price of CenterPoint
Energy common stock for at least 20 trading days during the period of 30
consecutive trading days ending on the last trading day of the previous calendar
quarter is greater than or equal to 120% or, following May 15, 2008, 110% of the
conversion price per share of CenterPoint Energy common stock on such last
trading day, (2) if the notes have been called for redemption, (3) during any
period in which the credit ratings assigned to the notes by both Moody's
Investors Service, Inc. (Moody's) and Standard & Poor's Ratings Services (S&P),
a division of The McGraw-Hill Companies, are lower than Ba2 and BB,
respectively, or the notes are no longer rated by at least one of these ratings
services or their successors, or (4) upon the occurrence of specified corporate
transactions, including the distribution to all holders of CenterPoint Energy
common stock of certain rights entitling them to purchase shares of CenterPoint
Energy common stock at less than the last reported sale price of a share of
CenterPoint Energy common stock on the trading day prior to the declaration date
of the distribution or the distribution to all holders of CenterPoint Energy
common stock of the Company's assets, debt securities or certain rights to
purchase the Company's securities, which distribution has a per share value
exceeding 15% of the last reported sale price of a share of CenterPoint Energy
common stock on the trading day immediately preceding the declaration date for
such distribution. The convertible senior notes also have a contingent interest
feature requiring contingent interest to be paid to holders of notes commencing
on or after May 15, 2008, in the event that the average trading price of a note
for the applicable five trading day period equals or exceeds 120% of the
principal amount of the note as of the day immediately preceding the first day
of the applicable six-month interest period. For any
6
six-month period, contingent interest will be equal to 0.25% of the average
trading price of the note for the applicable five-trading-day period.
In March 2005, the Company filed a registration statement relating to an
offer to exchange its 3.75% convertible senior notes due 2023 for a new series
of 3.75% convertible senior notes due 2023. This registration statement has not
yet been declared effective by the SEC. The Company expects to conduct the
exchange offer in response to the guidance set forth in Emerging Issues Task
Force No. 04-8, "Accounting Issues Related to Certain Features of Contingently
Convertible Debt and the Effect on Diluted Earnings Per Share". Under that
guidance, because settlement of the principal portion of new notes will be made
in cash rather than stock, exchanging new notes for old notes will allow the
Company to exclude the portion of the conversion value of the new notes
attributable to their principal amount from its computation of diluted earnings
per share from continuing operations.
On December 17, 2003, the Company issued $255 million aggregate principal
amount of convertible senior notes due January 15, 2024 with an interest rate of
2.875%. Holders may convert each of their notes into shares of CenterPoint
Energy common stock, initially at a conversion rate of 78.064 shares of common
stock per $1,000 principal amount of notes at any time prior to maturity, under
the following circumstances: (1) if the last reported sale price of CenterPoint
Energy common stock for at least 20 trading days during the period of 30
consecutive trading days ending on the last trading day of the previous calendar
quarter is greater than or equal to 120% of the conversion price per share of
CenterPoint Energy common stock on such last trading day, (2) if the notes have
been called for redemption, (3) during any period in which the credit ratings
assigned to the notes by both Moody's and S&P are lower than Ba2 and BB,
respectively, or the notes are no longer rated by at least one of these ratings
services or their successors, or (4) upon the occurrence of specified corporate
transactions, including the distribution to all holders of CenterPoint Energy
common stock of certain rights entitling them to purchase shares of CenterPoint
Energy common stock at less than the last reported sale price of a share of
CenterPoint Energy common stock on the trading day prior to the declaration date
of the distribution or the distribution to all holders of CenterPoint Energy
common stock of the Company's assets, debt securities or certain rights to
purchase the Company's securities, which distribution has a per share value
exceeding 15% of the last reported sale price of a share of CenterPoint Energy
common stock on the trading day immediately preceding the declaration date for
such distribution. Under the original terms of these convertible senior notes,
CenterPoint Energy could elect to satisfy part or all of its conversion
obligation by delivering cash in lieu of shares of CenterPoint Energy. On
December 13, 2004, the Company entered into a supplemental indenture with
respect to these convertible senior notes in order to eliminate its right to
settle the conversion of the notes solely in shares of its common stock. The
convertible senior notes also have a contingent interest feature requiring
contingent interest to be paid to holders of notes commencing on or after
January 15, 2007, in the event that the average trading price of a note for the
applicable five-trading-day period equals or exceeds 120% of the principal
amount of the note as of the day immediately preceding the first day of the
applicable six-month interest period. For any six-month period, contingent
interest will be equal to 0.25% of the average trading price of the note for the
applicable five-trading-day period.
(6) On December 30, 2004, the Board of Directors of the Company adopted a
plan for an accounting reorganization of the Company, to be effective as of
January 1, 2005. This plan was adopted in order to eliminate the accumulated
retained earnings deficit that exists.
The plan adopted by the Company required: (1) a report to be presented to
and reviewed by the Company's Board of Directors on or before February 28, 2005
as to the completion of the valuation analysis of the accounting reorganization
and the effects of the accounting reorganization on the Company's financial
statements, (2) a determination that the accounting reorganization is in
accordance with accounting principles generally accepted in the United States,
and (3) that there be no determination by the Company's Board of Directors on or
before February 28, 2005 that the accounting reorganization is inconsistent with
the Company's regulatory obligations. The Company is continuing to work to
complete the valuation analysis and the effects on the Company's financial
statements of the accounting reorganization, and on February 23, 2005, the
Company's Board of Directors extended until May 10, 2005 the time for making the
determination described in (3) of the preceding sentence.
An accounting reorganization, sometimes called a "quasi-reorganization,"
allows a company to extinguish a negative retained earnings balance. It involves
restating a company's assets and its liabilities to their fair values. The
negative balance in the retained earnings account is then brought to zero
through a reduction in the other capital accounts, giving the company a "fresh
start" with a zero balance in retained earnings. As of December 31, 2004, the
Company had an accumulated retained earnings deficit of approximately $1.7
billion. That deficit stemmed from the
7
accounting effects of (1) the Company's distribution of its ownership interest
in RRI to its shareholders in September 2002, (2) the extraordinary loss
recorded in connection with the Texas Utility Commission's order related to the
2004 True-Up Proceeding (defined below) and (3) the loss on discontinued
operations that was recorded in connection with the Company's sale of Texas
Genco. Those events stemmed from the Company's response to the Texas electric
restructuring law. In addition to eliminating the accumulated deficit in
retained earnings and restating assets and liabilities to fair value, if a
quasi-reorganization were implemented, the Company and CenterPoint Houston would
be required to implement any accounting standards that have been issued but not
yet adopted.
The Company is seeking to eliminate the negative retained earnings balance
because restrictions contained in the 1935 Act require registered public utility
holding companies, like the Company, to obtain express authorization from the
SEC to pay dividends when current or retained earnings are insufficient to do
so. Eliminating the negative retained earnings balance will permit current
earnings not utilized to pay dividends to more quickly build up a retained
earnings balance. Under 1935 Act regulations, the Company could pay dividends
out of this balance during periods when current earnings may not be adequate to
do so.
In addition, the Company has undertaken an obligation under the 1935 Act to
achieve a minimum ratio of common equity to total capitalization of thirty
percent, which, depending on the results of the restatement of assets and
liabilities under the accounting reorganization, could be affected by, and will
be taken into consideration by the Board of Directors in evaluating the effects
of, the accounting reorganization. The Company will seek such authority as may
be required under the 1935 Act in connection with the quasi-reorganization.
8
CENTERPOINT ENERGY, INC.
SCHEDULE II -- QUALIFYING VALUATION ACCOUNTS
FOR THE THREE YEARS ENDED DECEMBER 31, 2004
<Table>
<Caption>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- -------- ---------- ------------------------ ---------- ----------
ADDITIONS
------------------------
BALANCE AT CHARGED TO DEDUCTIONS BALANCE AT
BEGINNING CHARGED OTHER FROM END OF
DESCRIPTION OF PERIOD TO INCOME ACCOUNTS(1) RESERVES(2) PERIOD
- ----------- --------- --------- ----------- ----------- ------
(IN THOUSANDS)
Year Ended December 31, 2004:
Accumulated provisions:
Uncollectible accounts receivable................ $ 30,800 $ 26,829 $ -- $ 27,591 $ 30,038
Deferred tax asset valuation allowance........... 73,248 (67,421) 14,114 -- 19,941
Year Ended December 31, 2003:
Accumulated provisions:
Uncollectible accounts receivable................ $ 24,294 $ 24,037 $ -- $ 17,531 $ 30,800
Deferred tax asset valuation allowance........... 82,929 (9,681) -- -- 73,248
Year Ended December 31, 2002:
Accumulated provisions:
Uncollectible accounts receivable................ $ 46,047 $ 25,883 $ -- $ 47,636 $ 24,294
Deferred tax asset valuation allowance........... 15,439 67,490 -- -- 82,929
</Table>
- ------------
(1) Charges to other accounts represent changes in presentation to reflect
state tax attributes net of federal tax benefit as well as to reflect
amounts that were netted against related attribute balances in prior years.
(2) Deductions from reserves represent losses or expenses for which the
respective reserves were created. In the case of the uncollectible accounts
reserve, such deductions are net of recoveries of amounts previously written
off.
9
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Houston, the State of Texas, on the 29th day of August, 2005.
CENTERPOINT ENERGY, INC.
(Registrant)
By: /s/ DAVID M. MCCLANAHAN
-------------------------------------------
David M. McClanahan,
President and Chief Executive Officer
10
CENTERPOINT ENERGY, INC.
EXHIBITS TO THE ANNUAL REPORT ON FORM 10-K
FOR FISCAL YEAR ENDED DECEMBER 31, 2004
INDEX OF EXHIBITS
Exhibits included with this report are designated by a cross (+); exhibits
previously filed with our Annual Report on Form 10-K for the fiscal year ended
December 31, 2004 as originally filed on March 16, 2005 are designated by two
crosses (++); all exhibits not so designated are incorporated herein by
reference to a prior filing as indicated. Exhibits designated by an asterisk (*)
are management contracts or compensatory plans or arrangements required to be
filed as exhibits to this Form 10-K by Item 601(b)(10)(iii) of Regulation S-K.
CenterPoint Energy has not filed the exhibits and schedules to Exhibit 2(b).
CenterPoint Energy hereby agrees to furnish supplementally a copy of any
schedule omitted from Exhibit 2(b) to the SEC upon request.
<Table>
<Caption>
SEC FILE OR
EXHIBIT REGISTRATION EXHIBIT
NUMBER DESCRIPTION REPORT OR REGISTRATION STATEMENT NUMBER REFERENCE
- --------- ------------------------------- -------------------------------- ------------ ---------
2(a) -- Agreement and Plan of Merger, CenterPoint Energy's Form 10-K 1-31447 2
dated as of October 19, 2001, for the year ended December 31,
by and among Reliant Energy, 2001
Incorporated ("Reliant
Energy"), CenterPoint Energy,
Inc. ("CenterPoint Energy") and
Reliant Energy MergerCo, Inc.
2(b) -- Transaction Agreement dated CenterPoint Energy's Form 8-K 1-31447 10.1
July 21, 2004 among CenterPoint dated July 21, 2004
Energy, Utility Holding, LLC,
NN Houston Sub, Inc., Texas
Genco Holdings, Inc. ("Texas
Genco"), HPC Merger Sub, Inc.
and GC Power Acquisition LLC
3(a)(1) -- Amended and Restated Articles CenterPoint Energy's 3-69502 3.1
of Incorporation of CenterPoint Registration Statement on Form
Energy S-4
3(a)(2) -- Articles of Amendment to CenterPoint Energy's Form 10-K 1-31447 3.1.1
Amended and Restated Articles for the year ended December 31,
of Incorporation of CenterPoint 2001
Energy
3(b) -- Amended and Restated Bylaws of CenterPoint Energy's Form 10-K 1-31447 3.2
CenterPoint Energy for the year ended December 31,
2001
3(c) -- Statement of Resolution CenterPoint Energy's Form 10-K 1-31447 3.3
Establishing Series of Shares for the year ended December 31,
designated Series A Preferred 2001
Stock of CenterPoint Energy
4(a) -- Form of CenterPoint Energy CenterPoint Energy's 3-69502 4.1
Stock Certificate Registration Statement on Form
S-4
4(b) -- Rights Agreement dated January CenterPoint Energy's Form 10-K 1-31447 4.2
1, 2002, between CenterPoint for the year ended December 31,
Energy and JPMorgan Chase Bank, 2001
as Rights Agent
4(c) -- Contribution and Registration CenterPoint Energy's Form 10-K 1-31447 4.3
Agreement dated December 18, for the year ended December 31,
2001 among Reliant Energy, 2001
CenterPoint Energy and the
Northern Trust Company, trustee
under the Reliant Energy,
Incorporated Master Retirement
Trust
4(d)(1) -- Mortgage and Deed of Trust, HL&P's Form S-7 filed on August 2-59748 2(b)
dated November 1, 1944 between 25, 1977
Houston Lighting and Power
Company ("HL&P") and Chase Bank
of Texas, National Association
(formerly, South Texas
Commercial National Bank of
Houston), as Trustee, as
amended and supplemented by 20
Supplemental Indentures thereto
11
<Table>
<Caption>
SEC FILE OR
EXHIBIT REGISTRATION EXHIBIT
NUMBER DESCRIPTION REPORT OR REGISTRATION STATEMENT NUMBER REFERENCE
- --------- ------------------------------- -------------------------------- ------------ ---------
4(d)(2) -- Twenty-First through Fiftieth HL&P's Form 10-K for the year 1-3187 4(a)(2)
Supplemental Indentures to ended December 31, 1989
Exhibit 4(d)(1)
4(d)(3) -- Fifty-First Supplemental HL&P's Form 10-Q for the quarter 1-3187 4(a)
Indenture to Exhibit 4(d)(1) ended June 30, 1991
dated as of March 25, 1991
4(d)(4) -- Fifty-Second through HL&P's Form 10-Q for the quarter 1-3187 4
Fifty-Fifth Supplemental ended March 31, 1992
Indentures to Exhibit 4(d)(1)
each dated as of March 1, 1992
4(d)(5) -- Fifty-Sixth and Fifty-Seventh HL&P's Form 10-Q for the quarter 1-3187 4
Supplemental Indentures to ended September 30, 1992
Exhibit 4(d)(1) each dated as
of October 1, 1992
4(d)(6) -- Fifty-Eighth and Fifty-Ninth HL&P's Form 10-Q for the quarter 1-3187 4
Supplemental Indentures to ended March 31, 1993
Exhibit 4(d)(1) each dated as
of March 1, 1993
4(d)(7) -- Sixtieth Supplemental Indenture HL&P's Form 10-Q for the quarter 1-3187 4
to Exhibit 4(d)(1) dated as of ended June 30, 1993
July 1, 1993
4(d)(8) -- Sixty-First through Sixty-Third HL&P's Form 10-K for the year 1-3187 4(a)(8)
Supplemental Indentures to ended December 31, 1993
Exhibit 4(d)(1) each dated as
of December 1, 1993
4(d)(9) -- Sixty-Fourth and Sixty-Fifth HL&P's Form 10-K for the year 1-3187 4(a)(9)
Supplemental Indentures to ended December 31, 1995
Exhibit 4(d)(1) each dated as
of July 1, 1995
4(e)(1) -- General Mortgage Indenture, CenterPoint Houston's Form 10-Q 1-3187 4(j)(1)
dated as of October 10, 2002, for the quarter ended September
between CenterPoint Energy 30, 2002
Houston Electric, LLC and
JPMorgan Chase Bank, as Trustee
4(e)(2) -- First Supplemental Indenture to CenterPoint Houston's Form 10-Q 1-3187 4(j)(2)
Exhibit 4(e)(1), dated as of for the quarter ended September
October 10, 2002 30, 2002
4(e)(3) -- Second Supplemental Indenture CenterPoint Houston's Form 10- Q 1-3187 4(j)(3)
to Exhibit 4(e)(1), dated as of for the quarter ended September
October 10, 2002 30, 2002
4(e)(4) -- Third Supplemental Indenture to CenterPoint Houston's Form 10-Q 1-3187 4(j)(4)
Exhibit 4(e)(1), dated as of for the quarter ended September
October 10, 2002 30, 2002
4(e)(5) -- Fourth Supplemental Indenture CenterPoint Houston's Form 10- Q 1-3187 4(j)(5)
to Exhibit 4(e)(1), dated as of for the quarter ended September
October 10, 2002 30, 2002
4(e)(6) -- Fifth Supplemental Indenture to CenterPoint Houston's Form 10-Q 1-3187 4(j)(6)
Exhibit 4(e)(1), dated as of for the quarter ended September
October 10, 2002 30, 2002
4(e)(7) -- Sixth Supplemental Indenture to CenterPoint Houston's Form 10-Q 1-3187 4(j)(7)
Exhibit 4(e)(1), dated as of for the quarter ended September
October 10, 2002 30, 2002
4(e)(8) -- Seventh Supplemental Indenture CenterPoint Houston's Form 10-Q 1-3187 4(j)(8)
to Exhibit 4(e)(1), dated as of for the quarter ended September
October 10, 2002 30, 2002
4(e)(9) -- Eighth Supplemental Indenture CenterPoint Houston's Form 10-Q 1-3187 4(j)(9)
to Exhibit 4(e)(1), dated as of for the quarter ended September
October 10, 2002 30, 2002
4(e)(10) -- Officer's Certificates dated CenterPoint Energy's Form 10-K 1-31447 4(e)(10)
October 10, 2002 setting forth for the year ended December 31,
the form, terms and provisions 2003
of the First through Eighth
Series of General Mortgage Bonds
12
<Table>
<Caption>
SEC FILE OR
EXHIBIT REGISTRATION EXHIBIT
NUMBER DESCRIPTION REPORT OR REGISTRATION STATEMENT NUMBER REFERENCE
- --------- ------------------------------- -------------------------------- ------------ ---------
4(e)(11) -- Ninth Supplemental Indenture to CenterPoint Energy's Form 10-K 1-31447 4(e)(10)
Exhibit 4(e)(1), dated as of for the year ended December 31,
November 12, 2002 2002
4(e)(12) -- Officer's Certificate dated CenterPoint Energy's Form 10-K 1-31447 4(e)(12)
November 12, 2002 setting forth for the year ended December 31,
the form, terms and provisions 2003
of the Ninth Series of General
Mortgage Bonds
4(e)(13) -- Tenth Supplemental Indenture to CenterPoint Energy's Form 8-K 1-31447 4.1
Exhibit 4(e)(1), dated as of dated March 13, 2003
March 18, 2003
4(e)(14) -- Officer's Certificate dated CenterPoint Energy's Form 8-K 1-31447 4.2
March 18, 2003 setting forth dated March 13, 2003
the form, terms and provisions
of the Tenth Series and
Eleventh Series of General
Mortgage Bonds
4(e)(15) -- Eleventh Supplemental Indenture CenterPoint Energy's Form 8-K 1-31447 4.1
to Exhibit 4(e)(1), dated as of dated May 16, 2003
May 23, 2003
4(e)(16) -- Officer's Certificate dated May CenterPoint Energy's Form 8-K 1-31447 4.2
23, 2003 setting forth the dated May 16, 2003
form, terms and provisions of
the Twelfth Series of General
Mortgage Bonds
4(e)(17) -- Twelfth Supplemental Indenture CenterPoint Energy's Form 8-K 1-31447 4.2
to Exhibit 4(e)(1), dated as of dated September 9, 2003
September 9, 2003
4(e)(18) -- Officer's Certificate dated CenterPoint Energy's Form 8-K 1-31447 4.3
September 9, 2003 setting forth dated September 9, 2003
the form, terms and provisions
of the Thirteenth Series of
General Mortgage Bonds
4(f)(1) -- Indenture, dated as of February RERC Corp.'s Form 8-K dated 1-13265 4.1
1, 1998, between Reliant Energy February 5, 1998
Resources Corp. ("RERC Corp.")
and Chase Bank of Texas,
National Association, as Trustee
4(f)(2) -- Supplemental Indenture No. 1 to RERC Corp.'s Form 8-K dated 1-13265 4.2
Exhibit 4(f)(1), dated as of November 9, 1998
February 1, 1998, providing for
the issuance of RERC Corp.'s 6
1/2% Debentures due February 1,
2008
4(f)(3) -- Supplemental Indenture No. 2 to RERC Corp.'s Form 8-K dated 1-13265 4.1
Exhibit 4(f)(1), dated as of November 9, 1998
November 1, 1998, providing for
the issuance of RERC Corp.'s 6
3/8% Term Enhanced ReMarketable
Securities
4(f)(4) -- Supplemental Indenture No. 3 to RERC Corp.'s Registration 333-49162 4.2
Exhibit 4(f)(1), dated as of Statement on Form S-4
July 1, 2000, providing for the
issuance of RERC Corp.'s 8.125%
Notes due 2005
4(f)(5) -- Supplemental Indenture No. 4 to RERC Corp.'s Form 8-K dated 1-13265 4.1
Exhibit 4(f)(1), dated as of February 21, 2001
February 15, 2001, providing
for the issuance of RERC
Corp.'s 7.75% Notes due 2011
4(f)(6) -- Supplemental Indenture No. 5 to CenterPoint Energy's Form 8-K 1-31447 4.1
Exhibit 4(f)(1), dated as of dated March 18, 2003
March 25, 2003, providing for
the issuance of CenterPoint
Energy Resources Corp.'s ("CERC
Corp.'s") 7.875% Senior Notes
due 2013
13
<Table>
<Caption>
SEC FILE OR
EXHIBIT REGISTRATION EXHIBIT
NUMBER DESCRIPTION REPORT OR REGISTRATION STATEMENT NUMBER REFERENCE
- --------- ------------------------------- -------------------------------- ------------ ---------
4(f)(7) -- Supplemental Indenture No. 6 to CenterPoint Energy's Form 8-K 1-31447 4.2
Exhibit 4(f)(1), dated as of dated April 7, 2003
April 1, 2003, providing for
the issuance of CERC Corp.'s
7.875% Senior Notes due 2013
4(f)(8) -- Supplemental Indenture No. 7 to CenterPoint Energy's Form 8-K 1-31447 4.2
Exhibit 4(f)(1), dated as of dated October 29, 2003
November 3, 2003, providing for
the issuance of CERC Corp.'s
5.95% Senior Notes due 2014
4(g)(1) -- Indenture, dated as of May 19, CenterPoint Energy's Form 8-K 1-31447 4.1
2003, between CenterPoint dated May 19, 2003
Energy and JPMorgan Chase Bank,
as Trustee
4(g)(2) -- Supplemental Indenture No. 1 to CenterPoint Energy's Form 8-K 1-31447 4.2
Exhibit 4(g)(1), dated as of dated May 19, 2003
May 19, 2003, providing for
the issuance of CenterPoint
Energy's 3.75% Convertible
Senior Notes due 2023
4(g)(3) -- Supplemental Indenture No. 2 to CenterPoint Energy's Form 8-K 1-31447 4.3
Exhibit 4(g)(1), dated as of dated May 19, 2003
May 27, 2003, providing for the
issuance of CenterPoint
Energy's 5.875% Senior Notes
due 2008 and 6.85% Senior Notes
due 2015
4(g)(4) -- Supplemental Indenture No. 3 to CenterPoint Energy's Form 8-K 1-31447 4.2
Exhibit 4(g)(1), dated as of dated September 9, 2003
September 9, 2003, providing
for the issuance of CenterPoint
Energy's 7.25% Senior Notes due
2010
4(g)(5) -- Supplemental Indenture No. 4 to CenterPoint Energy's Form 8-K 1-31447 4.2
Exhibit 4(g)(1), dated as of dated December 10, 2003
December 17, 2003, providing
for the issuance of CenterPoint
Energy's 2.875% Convertible
Senior Notes due 2024
4(g)(6) -- Supplemental Indenture No. 5 to CenterPoint Energy's Form 8-K 1-31447 4.1
Exhibit 4(g)(1), dated as of dated December 9, 2004
December 13, 2004, as
supplemented by Exhibit
4(g)(5), relating to the
issuance of CenterPoint
Energy's 2.875% Convertible
Senior Notes dues 2024
4(h) -- Supplemental Indenture No. 2 CenterPoint Energy's Form 8-K12B 1-31447 4(e)
dated as of August 31, 2002, dated August 31, 2002
among CenterPoint Energy,
Reliant Energy and JPMorgan
Chase Bank (supplementing the
Subordinated Indenture dated
as of September 1, 1999 under
which Reliant Energy's 2%
Zero-Premium Exchangeable
Subordinated Notes Due 2029
were issued)
4(i) -- Supplemental Indenture No. 3 CenterPoint Energy's Form 8-K12B 1-31447 4(g)
dated as of August 31, 2002 dated August 31, 2002
among CenterPoint Energy, REI
and The Bank of New York
(supplementing the Junior
Subordinated Indenture dated as
of February 1, 1997 under which
REI's Junior Subordinated
Debentures related to 8.257%
capital securities issued by
HL&P Capital Trust II were
issued)
4(j) -- Third Supplemental Indenture CenterPoint Energy's Form 8-K12B 1-31447 4(h)
dated as of August 31, 2002 dated August 31, 2002
among CenterPoint Energy,
Reliant Energy, RERC and The
Bank of New York (supplementing
the Indenture dated as of
June 15, 1996 under which
RERC's 6.25% Convertible Junior
Subordinated Debentures were
issued)
14
<Table>
<Caption>
SEC FILE OR
EXHIBIT REGISTRATION EXHIBIT
NUMBER DESCRIPTION REPORT OR REGISTRATION STATEMENT NUMBER REFERENCE
- --------- ------------------------------- -------------------------------- ------------ ---------
4(k) -- Second Supplemental Indenture CenterPoint Energy's Form 8-K12B 1-31447 4(i)
dated as of August 31, 2002 dated August 31, 2002
among CenterPoint Energy,
Reliant Energy, RERC and
JPMorgan Chase Bank
(supplementing the Indenture
dated as of March 1, 1987
under which RERC's 6%
Convertible Subordinated
Debentures due 2012 were
issued)
4(l) -- Assignment and Assumption CenterPoint Energy's Form 8-K12B 1-31447 4(j)
Agreement for the Guarantee dated August 31, 2002
Agreements dated as of August
31, 2002 between CenterPoint
Energy and Reliant Energy
(relating to the Guarantee
Agreement dated as of February
4, 1997 between Reliant Energy
and The Bank of New York
providing for the guaranty of
certain amounts relating to the
8.257% capital securities
issued by HL&P Capital Trust II)
4(m) -- Assignment and Assumption CenterPoint Energy's Form 8-K12B 1-31447 4(l)
Agreement for the Expense and dated August 31, 2002
Liability Agreements and the
Trust Agreements dated as of
August 31, 2002 between
CenterPoint Energy and Reliant
Energy (relating to (i) the
Agreement as to Expenses and
Liabilities dated as of
February 4, 1997 between
Reliant Energy and HL&P Capital
Trust II and (ii) HL&P Capital
Trust II's Amended and Restated
Trust Agreement dated February
4, 1997
4(n)(1) -- $1,310,000,000 Credit CenterPoint Energy's Form 10-K 1-31447 4(g)(1)
Agreement, dated as of November for the year ended December 31,
12, 2002, among CenterPoint 2002
Houston and the banks named
therein
4(n)(2) -- First Amendment to Exhibit CenterPoint Energy's Form 10-Q 1-31447 10.7
4(n)(1), dated as of September for the quarter ended September
3, 2003 30, 2003
4(n)(3) -- Pledge Agreement, dated as of CenterPoint Energy's Form 10-K 1-31447 4(g)(2)
November 12, 2002 executed in for the year ended December 31,
connection with Exhibit 4(n)(1) 2002
4(o) -- $1,000,000,000 Credit Agreement CenterPoint Energy's Form 8-K 1-31447 4.1
dated as of March 7, 2005 among dated March 7, 2005
CenterPoint Energy and the
banks named therein
++4(p)(1) -- $75,000,000 revolving credit
facility dated as of February
3, 2005 among Texas Genco
Holdings, Inc., Texas Genco GP,
LLC, Texas Genco LP, LLC, Texas
Genco, LP and the banks named
therein
++4(p)(2) -- Pledge Agreement, dated as of
February 3, 2005, executed in
connection with Exhibit 4(p)(1)
15
<Table>
<Caption>
SEC FILE OR
EXHIBIT REGISTRATION EXHIBIT
NUMBER DESCRIPTION REPORT OR REGISTRATION STATEMENT NUMBER REFERENCE
- --------- ------------------------------- -------------------------------- ------------ ---------
4(q) -- $250,000,000 Credit Agreement CenterPoint Energy's Form 8-K 1-31447 4.1
dated as of March 23, 2004 dated March 31, 2004
among CERC and the initial
lenders named therein
4(r) -- $200,000,000 Credit Agreement CenterPoint Energy's Form 8-K 1-31447 4.2
dated as of March 7, 2005 among dated March 7, 2005
CenterPoint Houston and the
banks named therein
4(s) -- $1,310,000,000 Credit Agreement CenterPoint Energy's Form 8-K 1-31447 4.3
dated as of March 7, 2005 among dated March 7, 2005
CenterPoint Houston and the
banks named therein
</Table>
16
Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, CenterPoint Energy has
not filed as exhibits to this Form 10-K certain long-term debt instruments,
including indentures, under which the total amount of securities authorized does
not exceed 10% of the total assets of CenterPoint Energy and its subsidiaries on
a consolidated basis. CenterPoint Energy hereby agrees to furnish a copy of any
such instrument to the SEC upon request.
<Table>
<Caption>
SEC FILE OR
EXHIBIT REGISTRATION EXHIBIT
NUMBER DESCRIPTION REPORT OR REGISTRATION STATEMENT NUMBER REFERENCE
- --------- ------------------------------ -------------------------------- ------------ ---------
*10(a)(1) -- Executive Benefit Plan of HI's Form 10-Q for the quarter 1-7629 10(a)(1),
Houston Industries ended March 31, 1987 10(a)(2),
Incorporated ("HI") and First and
and Second Amendments thereto 10(a)(3)
effective as of June 1, 1982,
July 1, 1984, and May 7, 1986,
respectively
*10(a)(2) -- Third Amendment dated Reliant Energy's Form 10-K for 1-3187 10(a)(2)
September 17, 1999 to Exhibit the year ended December 31, 2000
10(a)(1)
*10(a)(3) -- CenterPoint Energy Executive CenterPoint Energy's Form 10-Q 1-31447 10.4
Benefits Plan, as amended and for the quarter ended September
restated effective June 18, 30, 2003
2003
*10(b)(1) -- Executive Incentive HI's Form 10-K for the year 1-7629 10(b)
Compensation Plan of HI ended December 31, 1991
effective as of January 1, 1982
*10(b)(2) -- First Amendment to Exhibit HI's Form 10-Q for the quarter 1-7629 10(a)
10(b)(1) effective as of March ended March 31, 1992
30, 1992
*10(b)(3) -- Second Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(b)
10(b)(1) effective as of ended December 31, 1992
November 4, 1992
*10(b)(4) -- Third Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(b)(4)
10(b)(1) effective as of ended December 31, 1994
September 7, 1994
*10(b)(5) -- Fourth Amendment to Exhibit HI's Form 10-K for the year 1-3187 10(b)(5)
10(b)(1) effective as of ended December 31, 1997
August 6, 1997
*10(c)(1) -- Executive Incentive HI's Form 10-Q for the quarter 1-7629 10(b)(1)
Compensation Plan of HI ended March 31, 1987
effective as of January 1, 1985
*10(c)(2) -- First Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(b)(3)
10(c)(1) effective as of ended December 31, 1988
January 1, 1985
*10(c)(3) -- Second Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(c)(3)
10(c)(1) effective as of ended December 31, 1991
January 1, 1985
*10(c)(4) -- Third Amendment to Exhibit HI's Form 10-Q for the quarter 1-7629 10(b)
10(c)(1) effective as of March ended March 31, 1992
30, 1992
*10(c)(5) -- Fourth Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(c)(5)
10(c)(1) effective as of ended December 31, 1992
November 4, 1992
*10(c)(6) -- Fifth Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(c)(6)
10(c)(1) effective as of ended December 31, 1994
September 7, 1994
*10(c)(7) -- Sixth Amendment to Exhibit HI's Form 10-K for the year 1-3187 10(c)(7)
10(c)(1) effective as of ended December 31, 1997
August 6, 1997
*10(d) -- Executive Incentive HI's Form 10-Q for the quarter 1-7629 10(b)(2)
Compensation Plan of HL&P ended March 31, 1987
effective as of January 1, 1985
*10(e)(1) -- Executive Incentive HI's Form 10-Q for the quarter 1-7629 10(b)
Compensation Plan of HI as ended June 30, 1989
amended and restated on
January 1, 1989
*10(e)(2) -- First Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(e)(2)
10(e)(1) effective as of ended December 31, 1991
January 1, 1989
*10(e)(3) -- Second Amendment to Exhibit HI's Form 10-Q for the quarter 1-7629 10(c)
10(e)(1) effective as of March ended March 31, 1992
30, 1992
17
<Table>
<Caption>
SEC FILE OR
EXHIBIT REGISTRATION EXHIBIT
NUMBER DESCRIPTION REPORT OR REGISTRATION STATEMENT NUMBER REFERENCE
- --------- ------------------------------ -------------------------------- ------------ ---------
*10(e)(4) -- Third Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(c)(4)
10(e)(1) effective as of ended December 31, 1992
November 4, 1992
*10(e)(5) -- Fourth Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(e)(5)
10(e)(1) effective as of ended December 31, 1994
September 7, 1994
*10(f)(1) -- Executive Incentive HI's Form 10-K for the year 1-7629 10(b)
Compensation Plan of HI as ended December 31, 1990
amended and restated on
January 1, 1991
*10(f)(2) -- First Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(f)(2)
10(f)(1) effective as of ended December 31, 1991
January 1, 1991
*10(f)(3) -- Second Amendment to Exhibit HI's Form 10-Q for the quarter 1-7629 10(d)
10(f)(1) effective as of March ended March 31, 1992
30, 1992
*10(f)(4) -- Third Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(f)(4)
10(f)(1) effective as of ended December 31, 1992
November 4, 1992
*10(f)(5) -- Fourth Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(f)(5)
10(f)(1) effective as of ended December 31, 1992
January 1, 1993
*10(f)(6) -- Fifth Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(f)(6)
10(f)(1) effective in part, ended December 31, 1994
January 1, 1995, and in part,
September 7, 1994
*10(f)(7) -- Sixth Amendment to Exhibit HI's Form 10-Q for the quarter 1-7629 10(a)
10(f)(1) effective as of ended June 30, 1995
August 1, 1995
*10(f)(8) -- Seventh Amendment to Exhibit HI's Form 10-Q for the quarter 1-7629 10(a)
10(f)(1) effective as of ended June 30, 1996
January 1, 1996
*10(f)(9) -- Eighth Amendment to Exhibit HI's Form 10-Q for the quarter 1-7629 10(a)
10(f)(1) effective as of ended June 30, 1997
January 1, 1997
*10(f)(10) -- Ninth Amendment to Exhibit HI's Form 10-K for the year 1-3187 10(f)(10)
10(f)(1) effective in part, ended December 31, 1997
January 1, 1997, and in part,
January 1, 1998
*10(g) -- Benefit Restoration Plan of HI HI's Form 10-Q for the quarter 1-7629 10(c)
effective as of June 1, 1985 ended March 31, 1987
*10(h) -- Benefit Restoration Plan of HI HI's Form 10-K for the year 1-7629 10(g)(2)
as amended and restated ended December 31, 1991
effective as of January 1, 1988
*10(i)(1) -- Benefit Restoration Plan of HI's Form 10-K for the year 1-7629 10(g)(3)
HI, as amended and restated ended December 31, 1991
effective as of July 1, 1991
*10(i)(2) -- First Amendment to Exhibit HI's Form 10-K for the year 1-3187 10(i)(2)
10(i)(1) effective in part, ended December 31, 1997
August 6, 1997, in part,
September 3, 1997, and in
part, October 1, 1997
*10(j)(1) -- Deferred Compensation Plan of HI's Form 10-Q for the quarter 1-7629 10(d)
HI effective as of September ended March 31, 1987
1, 1985
*10(j)(2) -- First Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(d)(2)
10(j)(1) effective as of ended December 31, 1990
September 1, 1985
*10(j)(3) -- Second Amendment to Exhibit HI's Form 10-Q for the quarter 1-7629 10(e)
10(j)(1) effective as of March ended March 31, 1992
30, 1992
*10(j)(4) -- Third Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(h)(4)
10(j)(1) effective as of June ended December 31, 1993
2, 1993
*10(j)(5) -- Fourth Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(h)(5)
10(j)(1) effective as of ended December 31, 1994
September 7, 1994
*10(j)(6) -- Fifth Amendment to Exhibit HI's Form 10-Q for the quarter 1-7629 10(d)
10(j)(1) effective as of ended June 30, 1995
August 1, 1995
*10(j)(7) -- Sixth Amendment to Exhibit HI's Form 10-Q for the quarter 1-7629 10(b)
10(j)(1) effective as of ended June 30, 1995
December 1, 1995
18
<Table>
<Caption>
SEC FILE OR
EXHIBIT REGISTRATION EXHIBIT
NUMBER DESCRIPTION REPORT OR REGISTRATION STATEMENT NUMBER REFERENCE
- --------- ------------------------------ -------------------------------- ------------ ---------
*10(j)(8) -- Seventh Amendment to Exhibit HI's Form 10-Q for the quarter 1-7629 10(b)
10(j)(1) effective as of ended June 30, 1997
January 1, 1997
*10(j)(9) -- Eighth Amendment to Exhibit HI's Form 10-K for the year 1-3187 10(j)(9)
10(j)(1) effective as of ended December 31, 1997
October 1, 1997
*10(j)(10) -- Ninth Amendment to Exhibit HI's Form 10-K for the year 1-3187 10(j)(10)
10(j)(1) effective as of ended December 31, 1997
September 3, 1997
*10(j)(11) -- Tenth Amendment to Exhibit CenterPoint Energy's Form 10-K 1-31447 10(j)(11)
10(j)(1) effective as of for the year ended December 31,
January 1, 2001 2002
*10(j)(12) -- Eleventh Amendment to Exhibit CenterPoint Energy's Form 10-K 1-31447 10(j)(12)
10(j)(1) effective as of for the year ended December 31,
August 31, 2002 2002
*10(j)(13) -- CenterPoint Energy 1985 CenterPoint Energy's Form 10-Q 1-31447 10.1
Deferred Compensation Plan, as for the quarter ended September
amended and restated effective 30, 2003
January 1, 2003
*10(k)(1) -- Deferred Compensation Plan of HI's Form 10-Q for the quarter 1-7629 10(a)
HI effective as of January 1, ended June 30, 1989
1989
*10(k)(2) -- First Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(e)(3)
10(k)(1) effective as of ended December 31, 1989
January 1, 1989
*10(k)(3) -- Second Amendment to Exhibit HI's Form 10-Q for the quarter 1-7629 10(f)
10(k)(1) effective as of March ended March 31, 1992
30, 1992
*10(k)(4) -- Third Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(i)(4)
10(k)(1) effective as of June ended December 31, 1993
2, 1993
*10(k)(5) -- Fourth Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(i)(5)
10(k)(1) effective as of ended December 31, 1994
September 7, 1994
*10(k)(6) -- Fifth Amendment to Exhibit HI's Form 10-Q for the quarter 1-7629 10(c)
10(k)(1) effective as of ended June 30, 1995
August 1, 1995
*10(k)(7) -- Sixth Amendment to Exhibit HI's Form 10-Q for the quarter 1-7629 10(c)
10(k)(1) effective December 1, ended June 30, 1995
1995
*10(k)(8) -- Seventh Amendment to Exhibit HI's Form 10-Q for the quarter 1-7629 10(c)
10(k)(1) effective as of ended June 30, 1997
January 1, 1997
*10(k)(9) -- Eighth Amendment to Exhibit HI's Form 10-K for the year 1-3187 10(k)(9)
10(k)(1) effective in part ended December 31, 1997
October 1, 1997 and in part
January 1, 1998
*10(k)(10) -- Ninth Amendment to Exhibit HI's Form 10-K for the year 1-3187 10(k)(10)
10(k)(1) effective as of ended December 31, 1997
September 3, 1997
*10(k)(11) -- Tenth Amendment to Exhibit CenterPoint Energy's Form 10-K 1-31447 10(k)(11)
10(k)(1) effective as of for the year ended December 31,
January 1, 2001 2002
*10(k)(12) -- Eleventh Amendment to Exhibit CenterPoint Energy's Form 10-K 1-31447 10(k)(12)
10(k)(1) effective as of for the year ended December 31,
August 31, 2002 2002
*10(l)(1) -- Deferred Compensation Plan of HI's Form 10-K for the year 1-7629 10(d)(3)
HI effective as of January 1, ended December 31, 1990
1991
*10(l)(2) -- First Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(j)(2)
10(l)(1) effective as of ended December 31, 1991
January 1, 1991
*10(l)(3) -- Second Amendment to Exhibit HI's Form 10-Q for the quarter 1-7629 10(g)
10(l)(1) effective as of March ended March 31, 1992
30, 1992
*10(l)(4) -- Third Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(j)(4)
10(l)(1) effective as of June ended December 31, 1993
2, 1993
*10(l)(5) -- Fourth Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(j)(5)
10(l)(1) effective as of ended December 31, 1993
December 1, 1993
*10(l)(6) -- Fifth Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(j)(6)
10(l)(1) effective as of ended December 31, 1994
September 7, 1994
19
<Table>
<Caption>
SEC FILE OR
EXHIBIT REGISTRATION EXHIBIT
NUMBER DESCRIPTION REPORT OR REGISTRATION STATEMENT NUMBER REFERENCE
- --------- ------------------------------ -------------------------------- ------------ ---------
*10(l)(7) -- Sixth Amendment to Exhibit HI's Form 10-Q for the quarter 1-7629 10(b)
10(l)(1) effective as of ended June 30, 1995
August 1, 1995
*10(l)(8) -- Seventh Amendment to Exhibit HI's Form 10-Q for the quarter 1-7629 10(d)
10(l)(1) effective as of ended June 30, 1996
December 1, 1995
*10(l)(9) -- Eighth Amendment to Exhibit HI's Form 10-Q for the quarter 1-7629 10(d)
10(l)(1) effective as of ended June 30, 1997
January 1, 1997
*10(l)(10) -- Ninth Amendment to Exhibit HI's Form 10-K for the year 1-3187 10(l)(10)
10(l)(1) effective in part ended December 31, 1997
August 6, 1997, in part
October 1, 1997, and in part
January 1, 1998
*10(l)(11) -- Tenth Amendment to Exhibit HI's Form 10-K for the year 1-3187 10(i)(11)
10(l)(1) effective as of ended December 31, 1997
September 3, 1997
*10(l)(12) -- Eleventh Amendment to Exhibit CenterPoint Energy's Form 10-K 1-31447 10(l)(12)
10(l)(1) effective as of for the year ended December 31,
January 1, 2001 2002
*10(l)(13) -- Twelfth Amendment to Exhibit CenterPoint Energy's Form 10-K 1-31447 10(l)(13)
10(l)(1) effective as of for the year ended December 31,
August 31, 2002 2002
*10(m)(1) -- Long-Term Incentive HI's Form 10-Q for the quarter 1-7629 10(c)
Compensation Plan of HI ended June 30, 1989
effective as of January 1, 1989
*10(m)(2) -- First Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(f)(2)
10(m)(1) effective as of ended December 31, 1989
January 1, 1990
*10(m)(3) -- Second Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(k)(3)
10(m)(1) effective as of ended December 31, 1992
December 22, 1992
*10(m)(4) -- Third Amendment to Exhibit HI's Form 10-K for the year 1-3187 10(m)(4)
10(m)(1) effective as of ended December 31, 1997
August 6, 1997
*10(m)(5) -- Fourth Amendment to Exhibit Reliant Energy's Form 10-Q for 1-3187 10.4
10(m)(1) effective as of the quarter ended June 30, 2002
January 1, 2001
*10(n)(1) -- Form of stock option agreement HI's Form 10-Q for the quarter 1-7629 10(h)
for non-qualified stock ended March 31, 1992
options granted under Exhibit
10(m)(1)
*10(n)(2) -- Forms of restricted stock HI's Form 10-Q for the quarter 1-7629 10(i)
agreement for restricted stock ended March 31, 1992
granted under Exhibit 10(m)(1)
*10(o)(1) -- 1994 Long-Term Incentive HI's Form 10-K for the year 1-7629 10(n)(1)
Compensation Plan of HI ended December 31, 1993
effective as of January 1, 1994
*10(o)(2) -- Form of stock option agreement HI's Form 10-K for the year 1-7629 10(n)(2)
for non-qualified stock ended December 31, 1993
options granted under Exhibit
10(o)(1)
*10(o)(3) -- First Amendment to Exhibit HI's Form 10-Q for the quarter 1-7629 10(e)
10(o)(1) effective as of May ended June 30, 1997
9, 1997
*10(o)(4) -- Second Amendment to Exhibit HI's Form 10-K for the year 1-3187 10(p)(4)
10(o)(1) effective as of ended December 31, 1997
August 6, 1997
*10(o)(5) -- Third Amendment to Exhibit HI's Form 10-K for the year 1-3187 10(p)(5)
10(o)(1) effective as of ended December 31, 1998
January 1, 1998
*10(o)(6) -- Reliant Energy 1994 Long- Term Reliant Energy's Form 10-Q for 1-3187 10.6
Incentive Compensation Plan, the quarter ended June 30, 2002
as amended and restated
effective January 1, 2001
*10(o)(7) -- First Amendment to Exhibit CenterPoint Energy's Form 10-K 1-31447 10(p)(7)
10(o)(6), effective December for the year ended December 31,
1, 2003 2003
20
<Table>
<Caption>
SEC FILE OR
EXHIBIT REGISTRATION EXHIBIT
NUMBER DESCRIPTION REPORT OR REGISTRATION STATEMENT NUMBER REFERENCE
- --------- ------------------------------ -------------------------------- ------------ ---------
*10(o)(8) -- Form of Non-Qualified Stock CenterPoint Energy's Form 8-K 1-31447 10.6
Option Award Notice under dated January 25, 2005
Exhibit 10(o)(6)
*10(p)(1) -- Savings Restoration Plan of HI HI's Form 10-K for the year 1-7629 10(f)
effective as of January 1, 1991 ended December 31, 1990
*10(p)(2) -- First Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(l)(2)
10(p)(1) effective as of ended December 31, 1991
January 1, 1992
*10(p)(3) -- Second Amendment to Exhibit HI's Form 10-K for the year 1-3187 10(q)(3)
10(p)(1) effective in part, ended December 31, 1997
August 6, 1997, and in part,
October 1, 1997
*10(q)(1) -- Director Benefits Plan HI's Form 10-K for the year 1-7629 10(m)
effective as of January 1, 1992 ended December 31, 1991
*10(q)(2) -- First Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(m)(1)
10(q)(1) effective as of ended December 31, 1998
August 6, 1997
*10(q)(3) -- CenterPoint Energy Outside CenterPoint Energy's Form 10-Q 1-31447 10.6
Director Benefits Plan, as for the quarter ended September
amended and restated effective 30, 2003
June 18, 2003
*10(q)(4) -- First Amendment to Exhibit CenterPoint Energy's Form 10-Q 1-31447 10.6
10(q)(3) effective as of for the quarter ended June 30,
January 1, 2004 2004
*10(r)(1) -- Executive Life Insurance Plan HI's Form 10-K for the year 1-7629 10(q)
of HI effective as of January ended December 31, 1993
1, 1994
*10(r)(2) -- First Amendment to Exhibit HI's Form 10-Q for the quarter 1-7629 10
10(r)(1) effective as of ended June 30, 1995
January 1, 1994
*10(r)(3) -- Second Amendment to Exhibit HI's Form 10-K for the year 1-3187 10(s)(3)
10(r)(1) effective as of ended December 31, 1997
August 6, 1997
*10(r)(4) -- CenterPoint Energy Executive CenterPoint Energy's Form 10-Q 1-31447 10.5
Life Insurance Plan, as for the quarter ended September
amended and restated effective 30, 2003
June 18, 2003
*10(s) -- Employment and Supplemental HI's Form 10-Q for the quarter 1-7629 10(f)
Benefits Agreement between ended March 31, 1987
HL&P and Hugh Rice Kelly
*10(t)(1) -- Reliant Energy Savings Plan, Reliant Energy's Form 10-K for 1-3187 10(cc)(1)
as amended and restated the year ended December 31, 1999
effective April 1, 1999
*10(t)(2) -- First Amendment to Exhibit Reliant Energy's Form 10-Q for 1-3187 10.9
10(t)(1) effective January 1, the quarter ended June 30, 2002
1999
*10(t)(3) -- Second Amendment to Exhibit Reliant Energy's Form 10-Q for 1-3187 10.10
10(t)(1) effective January 1, the quarter ended June 30, 2002
1997
*10(t)(4) -- Third Amendment to Exhibit Reliant Energy's Form 10-Q for 1-3187 10.11
10(t)(1) effective January 1, the quarter ended June 30, 2002
2001
*10(t)(5) -- Fourth Amendment to Exhibit Reliant Energy's Form 10-Q for 1-3187 10.12
10(t)(1) effective May 6, 2002 the quarter ended June 30, 2002
*10(t)(6) -- Fifth Amendment to Exhibit CenterPoint Energy's Form 10-K 1-31447 10(u)(6)
10(t)(1) effective January 1, for the year ended December 31,
2002 and as renamed effective 2002
October 2, 2002
++*10(t)(7) -- Sixth Amendment to Exhibit
10(t)(1) effective January 1,
2005
*10(t)(8) -- Reliant Energy Savings Trust CenterPoint Energy's Form 10-K 1-31447 10(u)(7)
between Reliant Energy and The for the year ended December 31,
Northern Trust Company, as 2002
Trustee, as amended and
restated effective April 1,
1999
*10(t)(9) -- First Amendment to Exhibit CenterPoint Energy's Form 10-K 1-31447 10(u)(8)
10(t)(8) effective September for the year ended December 31,
30, 2002 2002
21
<Table>
<Caption>
SEC FILE OR
EXHIBIT REGISTRATION EXHIBIT
NUMBER DESCRIPTION REPORT OR REGISTRATION STATEMENT NUMBER REFERENCE
- --------- ------------------------------ -------------------------------- ------------ ---------
*10(t)(10) -- Second Amendment to Exhibit CenterPoint Energy's Form 10-K 1-31447 10(u)(9)
10(t)(8) effective January 6, for the year ended December 31,
2003 2003
*10(t)(11) -- Reliant Energy Retirement CenterPoint Energy's Form 10-K 1-31447 10(u)(10)
Plan, as amended and restated for the year ended December 31,
effective January 1, 1999 2002
*10(t)(12) -- First Amendment to Exhibit CenterPoint Energy's Form 10-K 1-31447 10(u)(11)
10(t)(11) effective as of for the year ended December 31,
January 1, 1995 2002
*10(t)(13) -- Second Amendment to Exhibit CenterPoint Energy's Form 10-K 1-31447 10(u)(12)
10(t)(11) effective as of for the year ended December 31,
January 1, 1995 2002
*10(t)(14) -- Third Amendment to Exhibit CenterPoint Energy's Form 10-K 1-31447 10(u)(13)
10(t)(11) effective as of for the year ended December 31,
January 1, 2001 2002
*10(t)(15) -- Fourth Amendment to Exhibit CenterPoint Energy's Form 10-K 1-31447 10(u)(14)
10(t)(11) effective as of for the year ended December 31,
January 1, 2001 2002
*10(t)(16) -- Fifth Amendment to Exhibit CenterPoint Energy's Form 10-K 1-31447 10(u)(15)
10(t)(11) effective as of for the year ended December 31,
November 15, 2002, and as 2002
renamed effective October 2,
2002
*10(t)(17) -- Sixth Amendment to Exhibit CenterPoint Energy's Form 10-K 1-31447 10(u)(16)
10(t)(11) effective as of for the year ended December 31,
January 1, 2002 2002
*10(t)(18) -- Seventh Amendment to Exhibit CenterPoint Energy's Form 10-K 1-31447 10(u)(18)
10(t)(11) effective December for the year ended December 31,
1, 2003 2003
*10(t)(19) -- Eighth Amendment to Exhibit CenterPoint Energy's Form 10-Q 1-31447 10.7
10(t)(11) effective as of for the quarter ended June 30,
January 1, 2004 2004
++*10(t)(20) -- Ninth Amendment to Exhibit
10(t)(11) effective as of
October 27, 2004
++*10(t)(21) -- Tenth Amendment to Exhibit
10(t)(11) effective as of
January 1, 2005
*10(t)(22) -- Reliant Energy, Incorporated Reliant Energy's Form 10-K for 1-3187 10(u)(3)
Master Retirement Trust (as the year ended December 31, 1999
amended and restated effective
January 1, 1999 and renamed
effective May 5, 1999)
10(t)(23) -- Contribution and Registration Reliant Energy's Form 10-K for 1-3187 10(u)(4)
Agreement dated December 18, the year ended December 31, 2001
2001 among Reliant Energy,
CenterPoint Energy and the
Northern Trust Company,
trustee under the Reliant
Energy, Incorporated Master
Retirement Trust
10(u)(1) -- Stockholder's Agreement dated Schedule 13-D dated July 6, 1995 5-19351 2
as of July 6, 1995 between
Houston Industries
Incorporated and Time Warner
Inc.
10(u)(2) -- Amendment to Exhibit 10(u)(1) HI's Form 10-K for the year 1-7629 10(x)(4)
dated November 18, 1996 ended December 31, 1996
*10(v)(1) -- Houston Industries HI's Form 10-K for the year 1-7629 10(7)
Incorporated Executive ended December 31, 1995
Deferred Compensation Trust
effective as of December 19,
1995
*10(v)(2) -- First Amendment to Exhibit HI's Form 10-Q for the quarter 1-3187 10
10(v)(1) effective as of ended June 30, 1998
August 6, 1997
*10(w) -- Letter Agreement dated CenterPoint Energy's Form 8-K 1-31447 10.1
December 9, 2004 between dated December 9, 2004
CenterPoint Energy and Milton
Carroll
22
<Table>
<Caption>
SEC FILE OR
EXHIBIT REGISTRATION EXHIBIT
NUMBER DESCRIPTION REPORT OR REGISTRATION STATEMENT NUMBER REFERENCE
- --------- ------------------------------ -------------------------------- ------------ ---------
*10(x)(1) -- Reliant Energy, Incorporated Reliant Energy's Form 10-K for 1-3187 10(y)
and Subsidiaries Common Stock the year ended December 31, 2000
Participation Plan for
Designated New Employees and
Non-Officer Employees
effective as of March 4, 1998
*10(x)(2) -- Reliant Energy, Incorporated CenterPoint Energy's Form 10-K 1-31447 10(y)(2)
and Subsidiaries Common Stock for the year ended December 31,
Participation Plan for 2002
Designated New Employees and
Non-Officer Employees, as
amended and restated effective
January 1, 2001
*10(y) -- Reliant Energy, Incorporated Reliant Energy's Definitive 1-3187 Exhibit A
Annual Incentive Compensation Proxy Statement for 2000 Annual
Plan, as amended and restated Meeting of Shareholders
effective January 1, 1999
*10(z)(1) -- Long-Term Incentive Plan of Reliant Energy's Registration 333-60260 4.6
Reliant Energy, Incorporated Statement on Form S-8 dated May
effective as of January 1, 2001 4, 2001
*10(z)(2) -- First Amendment to Exhibit Reliant Energy's Registration 333-60260 4.7
10(z)(1) effective as of Statement on Form S-8 dated May
January 1, 2001 4, 2001
*10(z)(3) -- Second Amendment to Exhibit CenterPoint Energy's Form 10-K 1-31447 10(aa)(3)
10(z)(1) effective November 5, for the year ended December 31,
2003 2003
*10(z)(4) -- Long-Term Incentive Plan of CenterPoint Energy's Form 10-Q 1-31447 10.5
CenterPoint Energy, Inc. for the quarter ended June 30,
(amended and restated 2004
effective as of May 1, 2004)
*10(z)(5) -- Form of Non-Qualified Stock CenterPoint Energy's Form 8-K 1-31447 10.1
Option Award Agreement under dated January 25, 2005
Exhibit 10(z)(4)
*10(z)(6) -- Form of Restricted Stock Award CenterPoint Energy's Form 8-K 1-31447 10.2
Agreement under Exhibit dated January 25, 2005
10(z)(4)
*10(z)(7) -- Form of Performance Share CenterPoint Energy's Form 8-K 1-31447 10.3
Award under Exhibit 10(z)(4) dated January 25, 2005
*10(z)(8) -- Form of Performance Unit Award CenterPoint Energy's Form 8-K 1-31447 10.4
under Exhibit 10(z)(4) dated January 25, 2005
*10(z)(9) -- Form of Restricted Stock Award CenterPoint Energy's Form 8-K 1-31447 10.2
Agreement (With Performance dated February 21, 2005
Vesting Requirement) under
Exhibit 10(z)(4)
*10(z)(10) -- Summary of Performance CenterPoint Energy's Form 8-K 1-31447 10.5
Objectives for Awards under dated January 25, 2005
Exhibit 10(z)(4)
10(aa)(1) -- Master Separation Agreement Reliant Energy's Form 10-Q for 1-3187 10.1
entered into as of December the quarter ended March 31, 2001
31, 2000 between Reliant
Energy, Incorporated and
Reliant Resources, Inc.
10(aa)(2) -- First Amendment to Exhibit CenterPoint Energy's Form 10-K 1-31447 10(bb)(5)
10(aa)(1) effective as of for the year ended December 31,
February 1, 2003 2002
10(aa)(3) -- Employee Matters Agreement, Reliant Energy's Form 10-Q for 1-3187 10.5
entered into as of December the quarter ended March 31, 2001
31, 2000, between Reliant
Energy, Incorporated and
Reliant Resources, Inc.
10(aa)(4) -- Retail Agreement, entered into Reliant Energy's Form 10-Q for 1-3187 10.6
as of December 31, 2000, the quarter ended March 31, 2001
between Reliant Energy,
Incorporated and Reliant
Resources, Inc.
10(aa)(5) -- Tax Allocation Agreement, Reliant Energy's Form 10-Q for 1-3187 10.8
entered into as of December the quarter ended March 31, 2001
31, 2000, between Reliant
Energy, Incorporated and
Reliant Resources, Inc.
23
<Table>
<Caption>
SEC FILE OR
EXHIBIT REGISTRATION EXHIBIT
NUMBER DESCRIPTION REPORT OR REGISTRATION STATEMENT NUMBER REFERENCE
- --------- ------------------------------ -------------------------------- ------------ ---------
10(bb)(1) -- Separation Agreement entered CenterPoint Energy's Form 10-K 1-31447 10(cc)(1)
into as of August 31, 2002 for the year ended December 31,
between CenterPoint Energy and 2002
Texas Genco
10(bb)(2) -- Transition Services Agreement, CenterPoint Energy's Form 10-K 1-31447 10(cc)(2)
dated as of August 31, 2002, for the year ended December 31,
between CenterPoint Energy and 2002
Texas Genco
10(bb)(3) -- Tax Allocation Agreement, CenterPoint Energy's Form 10-K 1-31447 10(cc)(3)
dated as of August 31, 2002, for the year ended December 31,
between CenterPoint Energy and 2002
Texas Genco
10(bb)(4) -- Assignment and Assumption Texas Genco's Registration 1-31449 10.11
Agreement for the Technical Statement on Form 10
Services Agreement entered
into as of August 31, 2002,
by and between CenterPoint
Energy and Texas Genco, LP
*10(cc) -- Retention Agreement effective Reliant Energy's Form 10-K for 1-3187 10(jj)
October 15, 2001 between the year ended December 31, 2001
Reliant Energy and David G.
Tees
*10(dd) -- Retention Agreement effective Reliant Energy's Form 10-K for 1-3187 10(kk)
October 15, 2001 between the year ended December 31, 2001
Reliant Energy and Michael A.
Reed
*10(ee)(1) -- Non-Qualified Executive CenterPoint Energy's Form 10-K 1-31447 10(ff)(1)
Disability Income Plan of for the year ended December 31,
Arkla, Inc. effective as of 2002
August 1, 1983
*10(ee)(2) -- Executive Disability Income CenterPoint Energy's Form 10-K 1-31447 10(ff)(2)
Agreement effective July 1, for the year ended December 31,
1984 between Arkla, Inc. and 2002
T. Milton Honea
*10(ff) -- Non-Qualified Unfunded CenterPoint Energy's Form 10-K 1-31447 10(gg)
Executive Supplemental Income for the year ended December 31,
Retirement Plan of Arkla, Inc. 2002
effective as of August 1, 1983
*10(gg)(1) -- Deferred Compensation Plan for CenterPoint Energy's Form 10-K 1-31447 10(hh)(1)
Directors of Arkla, Inc. for the year ended December 31,
effective as of November 10, 2002
1988
*10(gg)(2) -- First Amendment to Exhibit CenterPoint Energy's Form 10-K 1-31447 10(hh)(2)
10(hh)(1) effective as of for the year ended December 31,
August 6, 1997 2002
10(hh) -- Pledge Agreement dated as of CenterPoint Energy's Form 10-Q 1-31447 10.1
May 28, 2003 by Utility for the quarter ended June 30,
Holding, LLC in favor of JP 2003
Morgan Chase Bank, as
administrative agent
*10(ii) -- CenterPoint Energy Deferred CenterPoint Energy's Form 10-Q 1-31447 10.2
Compensation Plan, as amended for the quarter ended June 30,
and restated effective January 2003
1, 2003
*10(jj)(1) -- CenterPoint Energy Short Term CenterPoint Energy's Form 10-Q 1-31447 10.3
Incentive Plan, as amended and for the quarter ended September
restated effective January 1, 30, 2003
2003
*10(jj)(2) -- Summary of 2005 goals for CenterPoint Energy's Form 8-K 1-31447 10.1
Exhibit 10(jj)(1) dated February 21, 2005
*10(kk) -- CenterPoint Energy Stock Plan CenterPoint Energy's Form 10-K 1-31447 10(ll)
for Outside Directors, as for the year ended December 31,
amended and restated effective 2003
May 7, 2003
++10(ll) -- Summary of non-employee
director compensation
++10(mm) -- Summary of named executive
officer compensation
++12 -- Computation of Ratios of
Earnings to Fixed Charges
24
<Table>
<Caption>
SEC FILE OR
EXHIBIT REGISTRATION EXHIBIT
NUMBER DESCRIPTION REPORT OR REGISTRATION STATEMENT NUMBER REFERENCE
- --------- ------------------------------ -------------------------------- ------------ ---------
++21 -- Subsidiaries of CenterPoint
Energy
+23 -- Report and Consent of Deloitte
& Touche LLP
+31.1 -- Rule 13a-14(a)/15d-14(a)
Certification of David M.
McClanahan
+31.2 -- Rule 13a-14(a)/15d-14(a)
Certification of Gary L.
Whitlock
++32.1 -- Section 1350 Certification of
David M. McClanahan
++32.2 -- Section 1350 Certification of
Gary L. Whitlock
</Table>
25