UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-13-60
ANNUAL REPORT
FOR THE PERIOD
BEGINNING JANUARY 1, 2004 AND ENDING DECEMBER 31, 2004
TO THE
U.S. SECURITIES AND EXCHANGE COMMISSION
OF
CENTERPOINT ENERGY SERVICE COMPANY, LLC
(Exact Name of Reporting Company)
A Subsidiary Service Company
("Mutual" or "Subsidiary")
Date of Incorporation January 1, 2004
State or Sovereign Power under which Incorporated or Organized: Texas
Location of Principal Executive Offices of Reporting Company: Houston, TX
Name, title, and address of officer to whom correspondence concerning this
report should be addressed:
Vice President and
Walter L. Fitzgerald Controller 1111 Louisiana, Houston, Texas 77002
(Name) (Title) (Address)
Name of Principal Holding Company Whose Subsidiaries are
served by Reporting Company:
CENTERPOINT ENERGY INC.
INSTRUCTIONS FOR USE OF FORM U-13-60
1. TIME OF FILING. --Rule 94 provides that on or before the first day of May in
each calendar year, each mutual service company and each subsidiary service
company as to which the Commission shall have made a favorable finding pursuant
to Rule 88, and every service company whose application for approval or
declaration pursuant to Rule 88 is pending shall file with the Commission an
annual report on Form U-13-60 and in accordance with the Instructions for that
form.
2. NUMBER OF COPIES. --Each annual report shall be filed in duplicate. The
company should prepare and retain at least one extra copy for itself in case
correspondence with reference to the report becomes necessary.
3. PERIOD COVERED BY REPORT. --The first report filed by any company shall cover
the period from the date the Uniform System of Accounts was required to be made
effective as to that company under Rules 82 and 93 to the end of that calendar
year. Subsequent reports should cover a calendar year.
4. REPORT FORMAT. --Reports shall be submitted on the forms prepared by the
Commission. If the space provided on any sheet of such form is inadequate,
additional sheets may be inserted of the same size as a sheet of the form or
folded to each size.
5. MONEY AMOUNTS DISPLAYED. --All money amounts required to be shown in
financial statements may be expressed in whole dollars, in thousands of dollars
or in hundred thousands of dollars, as appropriate and subject to provisions of
Regulation S-X (210.3-01(b)).
6. DEFICITS DISPLAYED. --Deficits and other like entries shall be indicated by
the use of either brackets or a parenthesis with corresponding reference in
footnotes. (Regulation S-X,210.3-01(c))
7. MAJOR AMENDMENTS OR CORRECTIONS. --Any company desiring to amend or correct a
major omission or error in a report after it has been filed with the Commission
shall submit an amended report including only those pages, schedules, and
entries that are to be amended or corrected. A cover letter shall be submitted
requesting the Commission to incorporate the amended report changes and shall be
signed by a duly authorized officer of the company.
8. DEFINITIONS. --Definitions contained in Instruction 01-8 to the Uniform
System of Accounts for Mutual Service Companies and Subsidiary Service
Companies, Public Utility Holding Company Act of 1935, as amended February 2,
1979 shall be applicable to words or terms used specifically within this Form
U-13-60.
9. ORGANIZATION CHART. --The service company shall submit with each annual
report a copy of its current organization chart.
10. METHODS OF ALLOCATION. --The service company shall submit with each annual
report a listing of the currently effective methods of allocation being used by
the service company and on file with the Securities and Exchange Commission
pursuant to the Public Utility Holding Company Act of 1935.
11. ANNUAL STATEMENT OF COMPENSATION FOR USE OF CAPITAL BILLED. --The service
company shall submit with each annual report a copy of the annual statement
supplied to each associate company in support of the amount of compensation for
use of capital billed during the calendar year.
Page 2 of 52
LISTING OF SCHEDULES AND ANALYSIS OF ACCOUNTS
SCHEDULE OR PAGE
DESCRIPTION OF SCHEDULES AND ACCOUNTS ACCOUNT NUMBER NUMBER
------------------------------------- -------------- ------
Comparative Balance Sheets Schedule I 4-5
Service Company Property Schedule II 6
Accumulated Provision for Depreciation and
Amortization of Service Company Property Schedule III 7
Investments Schedule IV 8
Accounts Receivable from Associate Companies Schedule V 9-10
Fuel Stock Expenses Undistributed Schedule VI 11
Stores Expense Undistributed Schedule VII 11
Miscellaneous Current and Accrued Assets Schedule VIII 12
Miscellaneous Deferred Debits Schedule IX 12
Research, Development, or Demonstration Expenditures Schedule X 13
Proprietary Capital Schedule XI 14
Long-Term Debt Schedule XII 15
Current and Accrued Liabilities Schedule XIII 16
Notes to Financial Statements Schedule XIV 17-22
Comparative Statement of Income Schedule XV 23
Analysis of Billing - Associate Companies Account 457 24
Analysis of Billing - Nonassociate Companies Account 458 25
Analysis of Charges for Service - Associate and
Nonassociate Companies Schedule XVI 26
Schedule of Expense by Department or Service Function Schedule XVII 27-34
Departmental Analysis of Salaries Account 920 35-36
Outside Services Employed Account 923 37-41
Employee Pensions and Benefits Account 926 42
General Advertising Expenses Account 930.1 43
Miscellaneous General Expenses Account 930.2 44
Rents Account 931 44
Taxes Other Than Income Taxes Account 408 45
Donations Account 426.1 46
Other Deductions Account 426.5 47
Notes to Statements of Income Schedule XVIII 48
LISTING OF INSTRUCTIONAL FILING REQUIREMENTS
Organization Chart
Methods of Allocation 49
Annual Statement of Compensation for Use of Capital
Billed 50-51
Signature Clause 52
Page 3 of 52
ANNUAL REPORT OF CENTERPOINT ENERGY SERVICE COMPANY, LLC
SCHEDULE I-COMPARATIVE BALANCE SHEET
(thousands of dollars)
Give balance sheet of the Company as of December 31 of the current and prior
year.
AS OF DECEMBER 31,
------------------
ACCOUNT ASSETS AND OTHER DEBITS 2004 2003
------- ----------------------- -------- ----
SERVICE COMPANY PROPERTY
101 Service company property (Schedule II) $160,653 $--
107 Construction work in progress (Schedule II) 3,857 --
-------- ---
Total Property 164,510 --
108 Less accumulated provision for depreciation and
amortization of service company property (Schedule III) (56,268) --
-------- ---
Net Service Company Property 108,242 --
INVESTMENTS
123 Investments in associate companies (Schedule IV) -- --
124 Other Investments (Schedule IV) -- --
-------- ---
Total Investments -- --
CURRENT AND ACCRUED ASSETS
131 Cash 1,117 --
134 Special deposits -- --
135 Working funds -- --
136 Temporary cash investments (Schedule IV) -- --
141 Notes receivable 95 --
143 Accounts receivable 4,714 --
144 Accumulated provision for uncollectible accounts -- --
146 Accounts receivable from associate companies (Schedule V) 57,847 --
152 Fuel stock expenses undistributed (Schedule VI) -- --
154 Materials and supplies -- --
163 Stores expense undistributed (Schedule VII) -- --
165 Prepayments 4,215 --
174 Miscellaneous current and accrued assets (Schedule VIII) -- --
-------- ---
Total Current and Accrued Assets 67,988 --
DEFERRED DEBITS
181 Unamortized debt expense -- --
184 Clearing accounts (3,282) --
186 Miscellaneous deferred debits (Schedule IX) 17,263 --
188 Research, development, or demonstration expenditures (Schedule X) -- --
190 Accumulated deferred income taxes 26,687 --
-------- ---
Total Deferred Debits 40,668 --
-------- ---
TOTAL ASSETS AND OTHER DEBITS $216,898 $--
======== ===
Page 4 of 52
AS OF DECEMBER 31,
-----------------
ACCOUNT LIABILITIES AND PROPRIETARY CAPITAL 2004 2003
------- ----------------------------------- -------- ----
PROPRIETARY CAPITAL
201 Common stock issued (Schedule XI) $ 1 $--
211 Miscellaneous paid-in-capital (Schedule XI) 34,091 --
215 Appropriated retained earnings (Schedule XI) -- --
216 Unappropriated retained earnings (Schedule XI) 5,493 --
-------- ---
Total Proprietary Capital 39,585 --
LONG-TERM DEBT
223 Advances from associate companies (Schedule XII) -- --
224 Other long-term debt (Schedule XII) 2,613 --
225 Unamortized premium on long-term debt -- --
226 Unamortized discount on long-term debt-debit -- --
-------- ---
Total Long-Term Debt 2,613 --
CURRENT AND ACCRUED LIABILITIES
231 Notes Payable -- --
232 Accounts Payable 14,590 --
233 Notes payable to associate companies (Schedule XIII) 29,102 --
234 Accounts payable to associate companies (Schedule XIII) 10,145 --
236 Taxes accrued (31,259) --
237 Interest accrued 67 --
238 Dividends declared -- --
241 Tax collections payable 731 --
242 Miscellaneous current and accrued liabilities (Schedule XIII) 19,982 --
-------- ---
Total Current and Accrued Liabilities 43,358 --
DEFERRED CREDITS
253 Other deferred credits 131,342 --
255 Accumulated deferred investment tax credits -- --
-------- ---
Total Deferred Credits 131,342 --
282 ACCUMULATED DEFERRED INCOME TAXES -- --
-------- ---
TOTAL LIABILITIES AND PROPRIETARY CAPITAL $216,898 $--
======== ===
Page 5 of 52
ANNUAL REPORT OF CENTERPOINT ENERGY SERVICE COMPANY, LLC
For the Year Ended December 31, 2004
SCHEDULE II-SERVICE COMPANY PROPERTY
(thousands of dollars)
Balance at Retirements Balance at
Beginning or Other Close of
Description of Year Additions Sales Changes Year
----------- ---------- --------- ----------- ------- ----------
Service Company Property
ACCOUNT
301 Organization $ -- $ -- $ -- $ -- $ --
303 Miscellaneous Intangible Plant 42,476 8,398 -- -- 50,874
304 Land and Land Rights 46 -- -- -- 46
305 Structures and Improvements -- 10 -- -- 10
306 Leasehold Improvements 197 -- -- -- 197
307 Equipment (2) 81,503 5,594 (344) 219 86,972
308 Office Furniture and Equipment 23,021 83 (442) (219) 22,443
309 Automobiles, Other Vehicles
and Related Garage Equipment 111 -- -- -- 111
310 Aircraft and Airport Equipment -- -- -- -- --
311 Other Service Company Property -- -- -- -- --
-------- ------- -------- ----- --------
Subtotal Plant In Service 147,354 14,085 (786) -- 160,653
-------- ------- -------- ----- --------
107 Construction Work In Progress 8,260 9,681 (14,084) -- 3,857
-------- ------- -------- ----- --------
TOTAL $155,614 $23,766 $(14,870) $ -- $164,510
======== ======= ======== ===== ========
(1) Provide an explanation of those changes considered material: N/A
(2) Subaccounts are required for each class of equipment owned. The service
company shall provide a listing by subaccount of equipment additions during
the year and the balance at the close of the year:
Balance at
Additions Close of Year
--------- -------------
Communication Equipment ............................ $ 8 $ 7,405
Computer Equipment ................................. 5,497 78,348
Miscellaneous Equipment ............................ 89 1,219
------ -------
$5,594 $86,972
====== =======
(3) Describe other service company property: None
(4) Describe construction work in progress: Computer software and hardware and
office equipment and furniture.
Page 6 of 52
ANNUAL REPORT OF CENTERPOINT ENERGY SERVICE COMPANY, LLC
For the Year Ended December 31, 2004
SCHEDULE III-ACCUMULATED PROVISION FOR DEPRECIATION
AND AMORTIZATION OF SERVICE COMPANY PROPERTY
(thousands of dollars)
Balance at Additions
Beginning of Charged to Other Changes Balance at Close
Description Year Account 403 Retirements Add (Deduct) of Year
----------- ------------ ----------- ----------- ------------- ----------------
Account
301 Organization $ -- $ -- $ -- $ -- $ --
303 Miscellaneous Intangible Plant (12,997) (4,818) -- 144 (17,671)
304 Land and Land Rights -- -- -- -- --
305 Structures and Improvements -- -- -- -- --
306 Leasehold Improvements (162) (28) -- -- (190)
307 Equipment (31,750) (7,101) 344 -- (38,507)
308 Office Furniture and Equipment 930 (753) 187 (175) 189
309 Automobiles, Other Vehicles
And Related Garage Equipment (86) (3) -- -- (89)
310 Aircraft and Airport Equipment -- -- -- -- --
311 Other Service Company Property -- -- -- -- --
-------- -------- ---- ----- --------
TOTAL $(44,065) (12,703) $531 $ (31) $(56,268)
======== ======== ==== ===== ========
(1) Provide an explanation of those changes considered material: None
Page 7 of 52
ANNUAL REPORT OF CENTERPOINT ENERGY SERVICE COMPANY, LLC
For the Year Ended December 31, 2004
SCHEDULE IV--INVESTMENTS
(thousands of dollars)
INSTRUCTIONS: Complete the following schedule concerning investments.
Under Account 124, "Other Investments", state each investment separately, with
description, including the name of issuing company, number of shares or
principal amount, etc.
Under Account 136, "Temporary Cash Investments", list each investment
separately.
Balance at Balance at
Beginning of Year Close of Year
----------------- -------------
Description
Acct 123 - Investment in Associated Companies $-- $--
Acct 124 - Other Investments -- --
Acct 136 - Temporary Cash Investments -- --
--- ---
TOTAL $-- $--
=== ===
Page 8 of 52
ANNUAL REPORT OF CENTERPOINT ENERGY SERVICE COMPANY, LLC
For the Year Ended December 31, 2004
SCHEDULE V-ACCOUNTS RECEIVABLE FROM ASSOCIATE COMPANIES
(thousands of dollars)
INSTRUCTIONS: Complete the following schedule listing accounts receivable from
each associate company. Where the service company has provided accommodation or
convenience payments for associate companies, a separate listing of total
payments for each associate company by subaccount should be provided.
Balance at Balance at
Description Beginning of Year Close of Year
----------- ----------------- -------------
Account 146 - Accounts Receivable from Associate Companies
CenterPoint Energy Houston Electric, LLC $-- $14,675
CenterPoint Energy Resources Corp -- 3
CenterPoint Energy Mississippi River Transmission -- 234
CenterPoint Energy Gas Transmission Co. -- 2,187
CenterPoint Energy Pipeline Services Inc. -- 172
CenterPoint Energy Field Services, Inc. -- 370
CenterPoint Energy Funding Company -- 39
CenterPoint Energy Properties, Inc. -- 1,789
CenterPoint Energy Arkla -- 3,140
CenterPoint Energy Minnegasco -- 2,994
CenterPoint Energy Marketing, Inc. -- 737
CenterPoint Energy Entex -- 7,222
CenterPoint Energy Alternative Fuels Inc. -- 3
CenterPoint Energy, Inc. -- 17,096
Texas Genco Holdings, Inc. -- 625
CNP Avco Holdings, Inc. -- 5,877
Texas Genco, LP -- 684
--- -------
TOTAL $-- $57,847
=== =======
Page 9 of 52
ANNUAL REPORT OF CENTERPOINT ENERGY SERVICE COMPANY, LLC
For the Year Ended December 31, 2004
SCHEDULE V-ACCOUNTS RECEIVABLE FROM ASSOCIATE COMPANIES
(thousands of dollars)
INSTRUCTIONS: Complete the following schedule listing accounts receivable from
each associate company. Where the service company has provided accommodation or
convenience payments for associate companies, a separate listing of total
payments for each associate company by subaccount should be provided.
Analysis of Convenience or Accommodation Payments: Total Payments
-------------------------------------------------- --------------
CenterPoint Energy Houston Electric, LLC $16,701
CenterPoint Energy Resources Corp. 1,284
CenterPoint Energy Mississippi River Transmission 704
CenterPoint Energy MRT Services 1
CenterPoint Energy Gas Transmission Co. 3,245
CenterPoint Energy Pipeline Services Inc. 516
CenterPoint Energy Field Services, Inc. 474
CenterPoint Energy Transition Bond Co., LLC 15
Arkla Industries 1
CenterPoint Energy Intrastate Pipeline 153
CenterPoint Energy Properties, Inc. 3,509
CenterPoint Energy Products, Inc. 12
CenterPoint Energy Arkla 2,560
CenterPoint Energy Minnegasco 1,753
CenterPoint Energy Gas Services, Inc. 2,790
CenterPoint Energy Entex 5,774
CenterPoint Energy Alternative Fuels Inc. 17
CenterPoint Energy Power Systems, Inc. 5
CenterPoint Energy, Inc 1,365
Texas Genco II, LP 7,786
Texas Genco GP, LLC 135
Texas Genco Holdings, Inc. 122
-------
Total Payments $48,922
=======
Page 10 of 52
ANNUAL REPORT OF CENTERPOINT ENERGY SERVICE COMPANY, LLC
For the Year Ended December 31, 2004
SCHEDULE VI--FUEL STOCK EXPENSES UNDISTRIBUTED
(thousands of dollars)
INSTRUCTIONS: Report the amount of labor and expenses incurred with respect to
fuel stock expenses during the year and indicate amount attributable to each
associate company. Under the section headed "Summary" list below give an overall
report of the fuel functions performed by the service company.
Description Labor Expense Total
----------- ----- ------- -----
Account 152-Fuel Stock Expenses Undistributed $-- $-- $--
--- --- ---
TOTAL $-- $-- $--
=== === ===
Summary: None
SCHEDULE VII--STORES EXPENSE UNDISTRIBUTED
INSTRUCTIONS: Report the amount of labor and expenses incurred with respect to
stores expenses during the year and indicate amount attributable to each
associate company.
Description Labor Expense Total
----------- ----- ------- -----
Account 163-Stores Expenses Undistributed $-- $-- $--
--- --- ---
TOTAL $-- $-- $--
=== === ===
Page 11 of 52
ANNUAL REPORT OF CENTERPOINT ENERGY SERVICE COMPANY, LLC
For the Year Ended December 31, 2004
SCHEDULE VIII--MISCELLANEOUS CURRENT AND ACCRUED ASSETS
(thousands of dollars)
INSTRUCTIONS: Provide detail of items in this account. Items less than $10,000
may be grouped, showing the number of items in each group.
Balance at Balance at
Beginning Close
Description Of Year Of Year
----------- ---------- ----------
Account 174-Miscellaneous Current and Accrued Assets $-- $--
--- ---
TOTAL $-- $--
=== ===
SCHEDULE IX--MISCELLANEOUS DEFERRED DEBITS
(thousands of dollars)
INSTRUCTIONS: Provide detail of items in this account. Items less than $10,000
may be grouped by class showing the number of items in each class.
Balance at Balance at
Description Beginning of Year Close of Year
----------- ----------------- -------------
Account 186 - Miscellaneous Deferred Debits
Cash surrender value associated with Corp Life Insurance Policy $ 8,064 $ 8,775
Cash collateral for performance bonds 3,200 3,200
Workers compensation loss deposit fund 133 133
Working capital fund - Relocation Services 150 150
Long-term receivable from associated companies
CenterPoint Energy Mississippi River Transmission Service Company -- 1
CenterPoint Energy Arkla Industries Inc. -- 1
CenterPoint Energy Marketing, Inc. 203 7
CenterPoint Energy Intrastate Pipeline 55 1,376
CenterPoint Energy Louisiana Transmission Division of Entex 44 264
CenterPoint Energy Resources Corp. -- 64
CenterPoint Energy Utility Holding, LLC 1,463 2,725
Other 567 567
------- -------
Total $13,879 $17,263
======= =======
Page 12 of 52
ANNUAL REPORT OF CENTERPOINT ENERGY SERVICE COMPANY, LLC
For the Year Ended December 31, 2004
SCHEDULE X--RESEARCH, DEVELOPMENT OR DEMONSTRATION EXPENDITURES
(thousands of dollars)
INSTRUCTIONS: Provide a description of each material research, development, or
demonstration project which incurred costs by the service corporation during the
year.
Balance at Balance at
Description Beginning of Year Close of Year
----------- ----------------- -------------
Account 188-Research, Development, or Demonstration Expenditures $-- $--
--- ---
TOTAL $-- $--
=== ===
Page 13 of 52
ANNUAL REPORT OF CENTERPOINT ENERGY SERVICE COMPANY, LLC
For the Year Ended December 31, 2004
SCHEDULE XI--PROPRIETARY CAPITAL
(thousands of dollars, except per share data)
Account Number of Shares Par or Stated Outstanding No. Close of Period
Number Class of Stock Authorized Value Per Share of Shares Total Amount
------- ------------------- ---------------- --------------- --------------- ---------------
201 Common Stock Issued 1,000 1.00 1,000 $1
INSTRUCTIONS: Classify amounts in each account with a brief explanation,
disclosing the general nature of transactions which give rise to the amounts.
Description Amount
----------- -------
211 Miscellaneous paid-in-capital Contributions
from CenterPoint Energy, Inc. $34,091
215 Appropriated retained earnings -------
$34,091
=======
INSTRUCTIONS: Give particulars concerning net income or (loss) during the year,
distinguishing between compensation for the use of capital owned or net loss
remaining from servicing nonassociates per the General Instructions of the
Uniform System of Accounts. For dividends paid during the year in cash or
otherwise, provide rate percentage, amount of dividend, date declared and date
paid.
Balance at Beginning Net Income or Dividends Balance at
Description of Year (Loss) Paid Close of Year
----------- -------------------- ------------- --------- -------------
216 Unappropriated Retained Earnings $-- 5,493 -- $5,493
Note: Net income is due to the following:
Compensation for the use of capital to associate companies $ 9,015
Compensation for the use of capital to nonassociate companies 418
Interest on debt to associate companies (1,719)
Miscellaneous income 633
Income taxes 4,284
Provision for deferred income taxes (7,138)
-------
Net Income $ 5,493
Page 14 of 52
ANNUAL REPORT OF CENTERPOINT ENERGY SERVICE COMPANY, LLC
For the Year Ended December 31, 2004
SCHEDULE XII--LONG-TERM DEBT
(thousands of dollars)
INSTRUCTIONS: Advances from associate companies should be reported separately
for advances on notes and advances on open accounts. Names of associate
companies from which advances were received shall be shown under the class and
series of obligation column. For Account 224 -- Other long-term debt provide the
name of creditor company or organization, terms of the obligation, date of
maturity, interest rate, and the amount authorized and outstanding.
Term of Obligation Beginning Balance At
Class & Series Date of Interest Amount Deductions Close
Name of Creditor Of Obligation Maturity Rate Authorized Additions (1) Of Year
---------------------- ------------------ -------- -------- ---------- --------- ---------- ----------
Account 223-Advances
from Associate
Companies $ -- $-- $-- $ --
Account 224-Other
Long-Term Debt IBM Credit Corporation 3yr Capital Lease Feb 2006 4.14% $ 7,326 $-- $-- $1,873
IBM Credit Corporation 3yr Capital Lease Apr 2006 7.52% 3,673 -- -- 739
------- --- --- ------
TOTAL $10,999 $-- $-- $2,613
======= === === ======
(1) Give an explanation of deductions: None
Page 15 of 52
ANNUAL REPORT OF CENTERPOINT ENERGY SERVICE COMPANY, LLC
For the Year Ended December 31, 2004
SCHEDULE XIII--CURRENT AND ACCRUED LIABILITIES
(thousands of dollars)
INSTRUCTIONS: Provide balance of notes and accounts payable to each associate
company. Give description and amount of miscellaneous current and accrued
liabilities. Items less than $10,000 may be grouped, showing the number of items
in each group.
Balance at
Beginning of Balance at Close
Year of Year
------------ ----------------
Account 233 Notes Payable to Associate Companies
CenterPoint Energy, Inc. $ -- $29,102
------ -------
TOTAL $ -- $29,102
====== =======
Account 234 Accounts Payables to Associate Companies
CenterPoint Energy Houston Electric, LLC $ -- $ 520
CenterPoint Energy Resources Corp. -- 131
CenterPoint Energy Mississippi River Transmission -- 25
CenterPoint Energy Gas Transmission Co. -- 65
CenterPoint Energy Pipeline Services Inc. -- 177
CenterPoint Energy Field Services, Inc. -- 7
CenterPoint Energy Funding Company -- 27
CenterPoint Energy Properties, Inc. -- 2,010
CenterPoint Energy Arkla -- 63
CenterPoint Energy Minnegasco -- 106
CenterPoint Energy Marketing, Inc. -- 29
CenterPoint Energy Entex -- 162
CenterPoint Energy, Inc. -- 6,000
Texas Genco Holdings, Inc. -- 817
Texas Genco, LP -- 6
------ -------
TOTAL $ -- $10,145
====== =======
Account 242 Miscellaneous Current and Accrued Liabilities
Accrued Audit fees $ -- $ 1,307
Accrued Salaries / Payroll -- 1,011
Accrued Employee Benefits -- 723
Accrued Annual Incentive Compensation -- 10,875
Capital Lease Obligations-Current 5,138 5,138
Other -- 928
------ -------
TOTAL $5,138 $19,982
====== =======
Page 16 of 52
ANNUAL REPORT OF CENTERPOINT ENERGY SERVICE COMPANY, LLC
For the Year Ended December 31, 2004
SCHEDULE XIV -- NOTES TO FINANCIAL STATEMENTS
INSTRUCTIONS: The space below is provided for important notes regarding the
financial statements or any account thereof. Furnish particulars as to any
significant contingent assets or liabilities existing at the end of the year.
Notes relating to financial statements shown elsewhere in this report may be
indicated here by reference.
(1) BACKGROUND AND BASIS OF PRESENTATION
(a) BACKGROUND
CenterPoint Energy Service Company, LLC (CESC or the Company) is an
indirect wholly owned subsidiary of CenterPoint Energy, Inc. (CenterPoint
Energy). CESC was formed on January 1, 2004 and certain assets were transferred
to CESC from the parent company upon formation of CESC. CESC is the service
company for CenterPoint Energy and its subsidiaries. CESC provides
administrative and service functions involving system-wide coordination,
strategy and compliance functions to CenterPoint Energy and its subsidiaries, at
cost, pursuant to service agreements approved by the Securities and Exchange
Commission (SEC) under the Public Utility Holding Company Act of 1935 (PUHCA),
as amended.
As of December 31, 2004, the majority of CESC's services are provided
primarily to two indirect wholly owned subsidiaries of CenterPoint Energy:
- CenterPoint Energy Houston Electric, LLC (CenterPoint Houston), which
engages in the electric transmission and distribution business in a
5,000-square mile area of the Texas Gulf Coast that includes Houston;
and
- CenterPoint Energy Resources Corp. (CERC Corp., and, together with its
subsidiaries, CERC), which owns gas distribution systems. The
operations of its local distribution companies are conducted through
three unincorporated divisions: Houston Gas, Minnesota Gas and
Southern Gas Operations. Through wholly owned subsidiaries, CERC owns
two interstate natural gas pipelines and gas gathering systems,
provides various ancillary services, and offers variable and fixed
price physical natural gas supplies to commercial and industrial
customers and natural gas distributors.
In July 2004, CenterPoint Energy announced its agreement to sell its
majority owned subsidiary, Texas Genco Holdings, Inc. (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 CenterPoint Energy.
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 was completed on April 13, 2005,
following the receipt of approval by the Nuclear Regulatory Commission.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) USE OF ESTIMATES.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities,
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.
(B) LONG-LIVED ASSETS
The Company records property, plant and equipment at historical cost. The
Company expenses repair and maintenance costs as incurred.
The Company periodically evaluates long-lived assets, including property,
plant and equipment and specifically identifiable intangibles when events or
changes in circumstances indicate that the carrying value of these assets may
not be recoverable. The
Page 17 of 52
determination of whether an impairment has occurred is based on an estimate of
undiscounted cash flows attributable to the assets, as compared to the carrying
value of the assets.
(C) DEPRECIATION AND AMORTIZATION EXPENSE
Depreciation is computed using the straight-line method based on economic
lives. Depreciation expense for 2004 was $12.7 million.
(D) INCOME TAXES
The Company is included in the consolidated income tax returns of
CenterPoint Energy. The Company calculates its income tax provision on a
separate return basis under a tax sharing agreement with CenterPoint Energy.
Pursuant to the tax sharing agreement with CenterPoint Energy, in 2004 the
Company received an allocation of CenterPoint Energy's tax benefits totaling
$3.8 million. The Company uses the liability method of accounting for deferred
income taxes and measures deferred income taxes for all significant income tax
temporary differences. Current federal and certain state income taxes are
payable to or receivable from CenterPoint Energy. For additional information
regarding income taxes, see Note 5.
(E) STOCK -BASED COMPENSATION
The Company uses the intrinsic method of accounting for its stock-based
compensation. Effective January 1, 2005, the Company adopted Statement of
Financial Accounting Standards (SFAS) No. 123 (Revised 2004), "Share-Based
Payment" (SFAS 123(R)) using the modified prospective transition method. Under
this method, the Company records compensation expense at fair value for all
awards it grants after the date it adopts the standard. In addition, the Company
is required to record compensation expense at fair value (as previous awards
continue to vest) for the unvested portion of previously granted stock option
awards that were outstanding as of the date of adoption. Pre-adoption awards of
time-based restricted stock and performance-based restricted stock will continue
to be expensed using the guidance contained in Accounting Principles Board
Opinion No. 25. The adoption of SFAS 123(R) did not have a material impact on
the Company's results of operations, financial condition or cash flows.
(3) EQUITY
At December 31, 2004, CESC has 1,000 authorized shares of capital stock at
a par value of $1.00 per share. As of December 31, 2004, all shares of common
stock were issued and held by CenterPoint Energy.
(4) RELATED PARTY TRANSACTIONS
From time to time, the Company has receivables from, or payables to,
CenterPoint Energy or its subsidiaries.
DECEMBER 31,
2004
--------------
(IN THOUSANDS)
Accounts receivable from affiliates............................ $ 57,847
Accounts payable to affiliates................................. (10,145)
--------
Accounts receivable/(payable)-- affiliated companies, net...... $ 47,702
========
Short-term notes payable-- affiliated companies................ $(29,102)
========
Long-term accounts receivable-- affiliated companies .......... $ 3,577
========
Long-term accounts payable-- affiliated companies ............. $ (441)
========
Long-term notes receivable-- affiliated companies ............. $ 861
========
For the years ended December 31, 2004, the Company had net interest income
(expense) related to affiliate borrowings of $(1) million.
The 1935 Act generally prohibits borrowings by CenterPoint Energy from its
subsidiaries, including the Company, either through the money pool or otherwise.
The company provides corporate services to CenterPoint Energy and its
subsidiaries. The costs of services have been charged directly to CenterPoint
Energy and its subsidiaries 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 CenterPoint Energy and its subsidiaries not been an
affiliates. Amounts charged to CenterPoint Energy and its subsidiaries for these
services were $244 million in 2004.
Page 18 of 52
(5) INCOME TAXES
The Company's current and deferred components of income tax expense are as
follows:
YEAR ENDED DECEMBER 31,
2004
-----------------------
(IN THOUSANDS)
Current
Federal............................................ $(4,284)
-------
Total current................................... (4,284)
-------
Deferred
Federal............................................ 7,138
-------
Total deferred.................................. 7,138
-------
Income tax expense.................................... $ 2,854
A reconciliation of the federal statutory income tax rate to the effective
income tax rate is as follows:
YEAR ENDED DECEMBER 31,
2004
-----------------------
(IN THOUSANDS)
Income from continuing operations before
income taxes....................................... $8,347
Federal statutory rate............................. 35%
------
Income tax expense at statutory rate.................. 2,921
------
Increase (decrease) in tax resulting from:
Other, net......................................... (67)
------
Total...........................................
Income tax expense.................................... $2,854
======
Effective Rate........................................ 34.2%
Following are the Company's tax effects of temporary differences between
the carrying amounts of assets and liabilities in the financial statements and
their respective tax bases:
YEAR ENDED DECEMBER 31,
2004
-----------------------
(IN THOUSANDS)
Deferred tax assets:
Non-current:
Employee benefits............................... $ 50,520
Other........................................... 3,591
--------
Total deferred tax assets.................... 54,111
--------
Deferred tax liabilities:
Non-current:
Depreciation.................................... (27,424)
--------
Total deferred tax liabilities............... (27,424)
--------
Accumulated deferred income taxes, net....... $ 26,687
========
The Company is included in the consolidated income tax returns of CenterPoint
Energy.
(6) EMPLOYEE BENEFIT PLANS
(A) INCENTIVE COMPENSATION PLANS
The Company participates in CenterPoint Energy's long-term incentive plans
(LICPs) that provide for the issuance of stock-based incentives, including
performance shares, performance-based units, restricted shares and stock options
to director's, officers and key employees.
Performance-based shares, performance-based units and restricted shares are
granted to employees without cost to the participants. The performance shares
and units vest within three years after the grant date based upon the
performance of the Company over a three-year cycle. The restricted shares vest
at various times ranging from one-year to at the end of a three-year period.
Upon vesting, the shares are issued to the plan participants.
The Company recorded compensation expense of $5 million related to
long-term incentive compensation plans. Included in "Other
Page 19 of 52
Deferred Credits" in the accompanying Balance Sheet at December 31, 2004 was $9
million relating to incentive compensation plans.
(B) PENSION PLANS
Substantially all of the Company's employees participate in CenterPoint
Energy's qualified non-contributory pension plan. Under the cash balance
formula, participants accumulate a retirement benefit based upon 4% of eligible
earnings and accrued interest. Prior to 1999, the pension plan accrued benefits
based on years of service, final average pay and covered compensation. As a
result, certain employees participating in the plan as of December 31, 1998 are
eligible to receive the greater of the accrued benefit calculated under the
prior plan through 2008 or the cash balance formula.
CenterPoint Energy's funding policy is to review amounts annually in
accordance with applicable regulations in order to achieve adequate funding of
projected benefit obligations. Pension expense is allocated to the Company based
on covered employees. This calculation is intended to allocate pension costs in
the same manner as a separate employer plan. Assets of the plan are not
segregated or restricted by CenterPoint Energy's participating subsidiaries. The
Company recognized pension expense of $11 million for 2004.
In addition to the plan, the Company participates in CenterPoint Energy's
non-qualified benefit restoration plan, which allows participants to retain the
benefits to which they would have been entitled under the non-contributory
pension plan except for federally mandated limits on these benefits or on the
level of compensation on which these benefits may be calculated. The expense
associated with the non-qualified pension plan was $5 million in 2004.
(C) SAVINGS PLAN
The Company participates in CenterPoint Energy's qualified savings plan,
which includes a cash or deferred arrangement under Section 401(k) of the
Internal Revenue Code of 1986, as amended (the Code) and an Employee Stock
Ownership Plan (ESOP) under Section 4975(e)(7) of the Code. Under the plan,
participating employees may contribute a portion of their compensation, on a
pre-tax or after-tax basis, generally up to a maximum of 16% of compensation.
CenterPoint Energy matches 75% of the first 6% of each employee's compensation
contributed. CenterPoint Energy may contribute an additional discretionary match
of up to 50% of the first 6% of each employee's compensation contributed. These
matching contributions are fully vested at all times. CenterPoint Energy
allocates to the Company the savings plan benefit expense related to the
Company's employees.
Savings plan benefit expense was $5 million for 2004.
In addition to the plan, the Company participates in CenterPoint Energy's
non-qualified savings restoration plan, which allows participants to retain the
benefits to which they would have been entitled under the qualified savings plan
except for federally mandated limits on these benefits. The expense associated
with the non-qualified savings restoration plan was less than $1 million in
2004.
(D) POSTRETIREMENT BENEFITS
The Company's employees participate in CenterPoint Energy's plans which
provide certain health care and life insurance benefits for retired employees on
a contributory and non-contributory basis. Employees become eligible for these
benefits if they have met certain age and service requirements at retirement, as
defined in the plans. Under plan amendments effective in early 1999, health care
benefits for future retirees were changed to limit employer contributions for
medical coverage. Such benefit costs are accrued over the active service period
of employees.
Page 20 of 52
Net postretirement benefit cost includes the following components:
YEAR ENDED DECEMBER 31,
2004
-----------------------
(IN THOUSANDS)
Service cost--benefits earned during the period....... $ 465
Interest cost on projected benefit obligation......... 2,091
Expected return on plan assets........................ --
Net amortization...................................... 1,424
------
Net postretirement benefit cost....................... $3,980
======
The Company used the following assumptions to determine net postretirement
benefit costs:
YEAR ENDED DECEMBER 31,
2004
-----------------------
(IN THOUSANDS)
Discount rate......................................... 6.25%
Following are reconciliations of the Company's beginning and ending
balances of its postretirement benefit plans benefit obligation, plan assets and
funded status for 2004.
YEAR ENDED DECEMBER 31,
2004
-----------------------
(IN THOUSANDS)
CHANGE IN BENEFIT OBLIGATION
Accumulated benefit obligation, beginning of year..... $ 32,234
Service cost.......................................... 465
Interest cost......................................... 2,091
Benefits paid......................................... (2,126)
Participant contributions............................. 582
Plan amendment........................................ 215
Actuarial loss........................................ 11,325
-------
Accumulated benefit obligation, end of year........... $ 44,786
=======
CHANGE IN PLAN ASSETS
Plan assets, beginning of year........................ $ --
Benefits paid......................................... (2,126)
Participant contributions............................. 582
Employer contributions................................ 1,544
-------
Plan assets, end of year.............................. $ --
=======
RECONCILIATION OF FUNDED STATUS
Funded status......................................... $(44,786)
Unrecognized transition obligation.................... 8,841
Unrecognized prior service cost....................... 4,048
Unrecognized actuarial loss........................... 10,485
-------
Net amount recognized................................. $(21,412)
=======
AMOUNTS RECOGNIZED IN BALANCE SHEETS
Benefit obligations................................... $(21,412)
-------
Net amount recognized at end of year.................. $(21,412)
=======
ACTUARIAL ASSUMPTIONS
Discount rate......................................... 5.75%
Healthcare cost trend rate assumed for the
next year.......................................... 9.75%
Rate to which the cost trend rate is assumed to
decline (ultimate trend rate)...................... 5.5%
Year that the rate reaches the ultimate trend rate.... 2011
Measurement date used to determine plan
obligations and assets............................. December 31, 2004
Assumed health care cost trend rates have a significant effect on the
reported amounts for the Company's postretirement benefit plans. A 1% change in
the assumed healthcare cost trend rate would have the following effects:
1% 1%
INCREASE DECREASE
-------- --------
(IN THOUSANDS)
Effect on total of service and interest cost.............. $ 30 $ 26
Effect on the postretirement benefit obligation........... 730 618
Page 21 of 52
The Company expects to contribute $2 million to its postretirement benefit
plan in 2005. The following benefit payments are expected to be paid by the
postretirement benefit plan:
POSTRETIREMENT BENEFITS
-----------------------
(IN THOUSANDS)
2005.................................................. $1,544
2006.................................................. 1,621
2007.................................................. 1,702
2008.................................................. 1,787
2009.................................................. 1,876
2010-2014............................................. 9,849
(E) POSTEMPLOYMENT BENEFITS
The Company participates in CenterPoint Energy's plan which provides
postemployment benefits for former or inactive employees, their beneficiaries
and covered dependents, after employment but before retirement (primarily health
care and life insurance benefits for participants in the long-term disability
plan). Postemployment benefits costs were less than $1 million in 2004. Included
in "Other Deferred Credits" in the accompanying Consolidated Balance Sheets at
December 31, 2004 was $2 million relating to postemployment benefits.
(F) OTHER NON-QUALIFIED PLANS
The Company participates in CenterPoint Energy's deferred compensation
plans that provide benefits payable to directors, officers and certain key
employees or their designated beneficiaries at specified future dates, upon
termination, retirement or death. Benefit payments are made from the general
assets of the Company. During 2004, the Company recorded benefit expense
relating to these programs of $7 million each year. Included in "Other Deferred
Credits" in the accompanying Consolidated Balance Sheets at December 31, 2004
was $73 million relating to deferred compensation plans.
(F) OTHER EMPLOYEE MATTERS
As of December 31, 2004, the Company had 934 full-time employees. Of these
employees, none are covered by collective bargaining agreements.
8) ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair values of financial instruments are estimated to be approximately
equivalent to carrying amounts.
Page 22 of 52
ANNUAL REPORT OF CENTERPOINT ENERGY SERVICE COMPANY, LLC
For the Year Ended December 31, 2004
SCHEDULE XV - COMPARATIVE STATEMENT OF INCOME
(thousands of dollars)
CURRENT PRIOR
ACCOUNT DESCRIPTION YEAR YEAR
------- ----------- -------- -----
INCOME
457 Services rendered to associate companies $290,900 $--
458 Services rendered to nonassociate companies 5,589 --
421 Miscellaneous income and loss 863 --
-------- ---
Total Income 297,352 --
EXPENSES
920 Salaries and wages 90,207 --
921 Office supplies and expenses 15,869 --
922 Administrative expenses transferred - credit 3,363 --
923 Outside services employed 80,002 --
924 Property insurance 29 --
925 Injuries and damages 7,894 --
926 Employee pensions and benefits 44,141 --
928 Regulatory commission expenses -- --
930.1 General advertising expenses 2,482 --
930.2 Miscellaneous general expenses 4,584 --
931 Rents 15,894 --
932 Maintenance of structures and equipment 35 --
935 Maintenance of general plant -- --
403 Depreciation and amortization expense 12,703 --
408 Taxes other than income taxes 7,899 --
409 Income taxes (4,284) --
410 Provision for deferred income taxes 7,138 --
411 Provision for deferred income taxes - credit -- --
411.5 Investment tax credit -- --
426.1 Donations 1,056 --
426.5 Other deductions 469 --
427 Interest on long-term debt 659 --
430 Interest on debt to associate companies 1,719 --
431 Other interest expense -- --
-------- ---
Total Expenses 291,859 --
-------- ---
NET INCOME $ 5,493 $--
======== ===
Page 23 of 52
ANNUAL REPORT OF CENTERPOINT ENERGY SERVICE COMPANY, LLC
For the Year Ended December 31, 2004
ANALYSIS OF BILLING
ASSOCIATE COMPANIES--ACCOUNT 457
(thousands of dollars)
DIRECT INDIRECT COMPENSATION TOTAL
COSTS COSTS FOR USE OF AMOUNT
NAME OF ASSOCIATE COMPANY CHARGED CHARGED CAPITAL BILLED
------------------------- -------- -------- ------------ --------
CenterPoint Energy Houston Electric, LLC $ 83,532 $ 27,639 $5,167 $116,338
CenterPoint Energy Entex 35,018 8,869 1,228 45,115
CenterPoint Energy Arkla 13,406 5,356 451 19,213
CenterPoint Energy Minnegasco 11,697 6,856 974 19,527
CenterPoint Energy Gas Transmission Co. 11,322 4,617 673 16,612
Texas Genco, LP 10,568 15,711 465 26,744
CenterPoint Energy, Inc. 4,735 27,456 19 32,210
CenterPoint Energy Gas Services, Inc. 3,932 2,973 10 6,915
CenterPoint Energy Properties, Inc. 3,040 342 21 3,403
CenterPoint Energy Resources Corp. 1,190 -- 1 1,191
Texas Genco Holdings, Inc. 673 -- -- 673
CenterPoint Energy Field Services, Inc. 662 1,217 6 1,885
CenterPoint Energy Mississippi River Trans. 588 2 -- 590
CenterPoint Energy Pipeline Services Inc. 436 2 -- 438
CenterPoint Energy Alternative Fuels Inc. 25 -- -- 25
CenterPoint Energy Power Systems, Inc. 6 -- -- 6
CenterPoint Energy Illinois Gas Transmission Co. 4 -- -- 4
National Furnace Company 3 -- -- 3
CenterPoint Energy Products, Inc. 2 -- -- 2
CenterPoint Energy Pine Pipeline Acquisit. Co. 2 -- -- 2
CenterPoint Energy Funding Company 2 -- -- 2
Arkansas/Louisiana Finance Corp. 2 -- -- 2
-------- -------- ------ --------
Total $180,845 $101,040 $9,015 $290,900
======== ======== ====== ========
Page 24 of 52
ANNUAL REPORT OF CENTERPOINT ENERGY SERVICE COMPANY, LLC
For the Year Ended December 31, 2004
ANALYSIS OF BILLING
NONASSOCIATE COMPANIES--ACCOUNT 458
(thousands of dollars)
INSTRUCTIONS: Provide a brief description of the services rendered to each
nonassociate company.
DIRECT INDIRECT COMPENSATION TOTAL
COSTS COSTS FOR USE OF AMOUNT
NAME OF NONASSOCIATE COMPANY CHARGED CHARGED CAPITAL BILLED
---------------------------- ------- -------- ------------ ------
Reliant Resources $4,431 $-- $403 $4,834
Texas Genco, LP 726 -- 15 741
Akin Gump 10 -- -- 10
Veolia Water North America 2 -- -- 2
Trinity Water, Oil & Gas 1 -- -- 1
Advantech Solutions 1 -- -- 1
------ --- ---- ------
Total $5,171 $-- $418 $5,589
====== === ==== ======
Services provided to Reliant Resources:
1. Bill Printing
2. Bill Insert
3. Check Printing
4. Investor Services
5. Facility Management
6. Communication Services
7. Wellness Activity Center
Services provided to Texas Genco, LP (nonassociate company as of December 15,
2004)
1. Property & General Accounting
2. Cash Management
3. Compensation & Benefits
4. Accounts Payable
5. Mail Services
6. Records Management
7. Bank Reconciliation
8. Check Disbursements
9. Remittance Processing
10. Facility Management
11. Information Technology Services
Services provided to Akin Gump:
1. Wellness Activity Center
Services provided to Veolia Water North America, Trinity Water Oil & Gas, and
Advantech Solutions:
1. Communication Services
Page 25 of 52
ANNUAL REPORT OF CENTERPOINT ENERGY SERVICE COMPANY, LLC
For the Year Ended December 31, 2004
SCHEDULE XVI--ANALYSIS OF CHARGES FOR SERVICE--ASSOCIATE AND
NONASSOCIATE COMPANIES
(thousands of dollars)
INSTRUCTIONS: Total cost of service will equal for associate and nonassociate
companies the total amount billed under their separate analysis of billing
schedules.
Nonassociate
Associate Company Charges Company Charges Total Charges for Services
---------------------------- ------------------------ ----------------------------
Direct Indirect Direct Indirect Direct Indirect
Account Description of Items Cost Cost Total Cost Cost Total Cost Cost Total
------- -------------------- -------- -------- -------- ------ -------- ------ -------- -------- --------
920 Salaries and wages $ 52,087 $ 35,505 $ 87,592 $2,615 $-- $2,615 $ 54,702 $ 35,505 $ 90,207
921 Office supplies and expenses 11,528 3,872 15,400 469 -- 469 11,997 3,872 15,869
922 Administrative expenses transferred
- credit 3,363 -- 3,363 -- -- -- 3,363 -- 3,363
923 Outside services employed 56,315 22,784 79,099 903 -- 903 57,218 22,784 80,002
924 Property insurance 16 13 29 -- -- -- 16 13 29
925 Injuries and damages 2,749 5,114 7,863 31 -- 31 2,780 5,114 7,894
926 Employee pensions and benefits 17,629 26,201 43,830 311 -- 311 17,940 26,201 44,141
928 Regulatory commission expenses -- -- -- -- -- -- -- -- --
930.1 General advertising expenses 1,611 866 2,477 5 -- 5 1,616 866 2,482
930.2 Miscellaneous general expenses 3,285 1,295 4,580 4 -- 4 3,289 1,295 4,584
931 Rents 11,179 4,246 15,425 469 -- 469 11,648 4,246 15,894
932 Maintenance of structures and
equipment 19 16 35 -- -- -- 19 16 35
935 Maintenance of general plant -- -- -- -- -- -- -- -- --
403 Depreciation and amortization
expense 12,017 350 12,367 336 -- 336 12,353 350 12,703
408 Other taxes-non-inc 7,926 (36) 7,890 9 -- 9 7,935 (36) 7,899
409 Income taxes -- -- -- -- -- -- -- -- --
410 Provision for deferred income taxes -- -- -- -- -- -- -- -- --
411 Provision for deferred income taxes
- credit -- -- -- -- -- -- -- -- --
411.5 Investment tax credit -- -- -- -- -- -- -- -- --
426.1 Donations 285 770 1,055 1 -- 1 286 770 1,056
426.5 Other deductions 425 44 469 -- -- -- 425 44 469
427 Interest on long-term debt 641 -- 641 18 -- 18 659 -- 659
430 Interest on debt to associate
companies -- -- -- -- -- -- -- -- --
431 Other interest expense -- -- -- -- -- -- -- -- --
421 Miscellaneous income and loss (230) -- (230) -- -- -- (230) -- (230)
-------- -------- -------- ------ --- ------ -------- -------- --------
Subtotal $180,845 $101,040 $281,885 $5,171 $-- $5,171 $186,016 $101,040 $287,056
======== ======== ======== ====== === ====== ======== ======== ========
Compensation for use of capital 9,015 -- 9,015 418 -- 418 9,433 -- 9,433
-------- -------- -------- ------ --- ------ -------- -------- --------
Total $189,860 $101,040 $290,900 $5,589 $-- $5,589 $195,449 $101,040 $296,489
======== ======== ======== ====== === ====== ======== ======== ========
Page 26 of 52
ANNUAL REPORT OF CENTERPOINT ENERGY SERVICE COMPANY, LLC
For the Year Ended December 31, 2004
SCHEDULE XVII-SCHEDULE OF EXPENSE
BY DEPARTMENT OR SERVICE FUNCTION
(thousands of dollars)
INSTRUCTIONS: Indicate each department or service function. (See Instruction
01-3 General Structure of Accounting System: Uniform System of Accounts).
Department or Service Function
-------------------------------------------------
Account Description of Items Total Amount Overhead Executive Mgmt Services
------- -------------------- ------------ -------- -----------------------
920 Salaries and wages $ 90,207 $ (626) $3,182
921 Office supplies and expenses 15,869 (619) 628
922 Administrative expenses transferred - credit 3,363 (2,483) --
923 Outside services employed 80,002 11,170 406
924 Property insurance 16 -- --
925 Injuries and damages 7,894 64 --
926 Employee pensions and benefits 44,141 43,740 --
928 Regulatory commission expenses -- -- --
930.1 General advertising expenses 2,482 -- --
930.2 Miscellaneous general expenses 4,584 1,296 --
931 Rents 15,894 303 276
932 Maintenance of structures and equipment 35 -- --
935 Maintenance of general plant -- -- --
403 Depreciation and amortization expense 12,703 71 --
408 Other taxes-non-inc 7,899 7,748 --
409 Income taxes (4,284) (4,284) --
410 Provision for deferred income taxes 7,138 7,138 --
411 Provision for deferred income taxes - credit -- -- --
411.5 Investment tax credit -- -- --
426.1 Donations 1,056 -- 593
426.5 Other deductions 469 -- --
427 Interest on long-term debt 659 -- --
430 Interest on debt to associate companies 1,719 1,719 --
431 Other interest expense -- -- --
-------- ------- ------
Total $291,859 $65,237 $5,085
======== ======= ======
Page 27 of 52
ANNUAL REPORT OF CENTERPOINT ENERGY SERVICE COMPANY, LLC
For the Year Ended December 31, 2004
SCHEDULE XVII-SCHEDULE OF EXPENSE
BY DEPARTMENT OR SERVICE FUNCTION
(thousands of dollars)
INSTRUCTIONS: Indicate each department or service function. (See Instruction
01-3 General Structure of Accounting System: Uniform System of Accounts).
Department or Service Function
-----------------------------------
Account Description of Items Aviation Communications Legal
------- -------------------- -------- -------------- -------
920 Salaries and wages $ 218 $1,424 $ 5,981
921 Office supplies and expenses (5,808) 1,263 788
922 Administrative expenses transferred - credit 5,846 -- --
923 Outside services employed 147 838 29,213
924 Property insurance -- -- (1)
925 Injuries and damages 35 -- 32
926 Employee pensions and benefits -- -- --
928 Regulatory commission expenses -- -- --
930.1 General advertising expenses -- 2,394 --
930.2 Miscellaneous general expenses -- 40 1,112
931 Rents 11 421 591
932 Maintenance of structures and equipment -- -- --
935 Maintenance of general plant -- -- --
403 Depreciation and amortization expense -- 30 42
408 Other taxes-non-inc 19 -- --
409 Income taxes -- -- --
410 Provision for deferred income taxes -- -- --
411 Provision for deferred income taxes - credit -- -- --
411.5 Investment tax credit -- -- --
426.1 Donations -- 121 21
426.5 Other deductions -- -- --
427 Interest on long-term debt -- -- --
430 Interest on debt to associate companies -- -- --
431 Other interest expense -- -- --
------- ------ -------
Total $ 468 $6,531 $37,715
======= ====== =======
Page 28 of 52
ANNUAL REPORT OF CENTERPOINT ENERGY SERVICE COMPANY, LLC
For the Year Ended December 31, 2004
SCHEDULE XVII-SCHEDULE OF EXPENSE
BY DEPARTMENT OR SERVICE FUNCTION
(thousands of dollars)
INSTRUCTIONS: Indicate each department or service function. (See Instruction
01-3 General Structure of Accounting System: Uniform System of Accounts).
Department or Service Function
--------------------------------------------------------
Account Description of Items Government Affairs Regulatory Information Technology
------- -------------------- ------------------ ---------- ----------------------
920 Salaries and wages $1,182 $ 3,677 $30,432
921 Office supplies and expenses 33 574 14,995
922 Administrative expenses transferred -- -- --
923 Outside services employed 553 9,810 16,268
924 Property insurance -- -- --
925 Injuries and damages -- -- --
926 Employee pensions and benefits -- -- (6)
928 Regulatory commission expenses -- -- --
930.1 General advertising expenses -- 9 --
930.2 Miscellaneous general expenses 51 514 1
931 Rents -- 737 5,841
932 Maintenance of structures and equipment -- -- 11
935 Maintenance of general plant -- -- --
403 Depreciation and amortization expense -- -- 11,103
408 Other taxes-non-inc -- -- 140
409 Income taxes -- -- --
410 Provision for deferred income taxes -- -- --
411 Provision for deferred income taxes - credit -- -- --
411.5 Investment tax credit -- -- --
426.1 Donations 131 8 --
426.5 Other deductions 438 31 --
427 Interest on long-term debt -- -- 659
430 Interest on debt to associate companies -- -- --
431 Other interest expense -- -- --
------ ------- -------
Total $2,388 $15,360 $79,444
====== ======= =======
Page 29 of 52
ANNUAL REPORT OF CENTERPOINT ENERGY SERVICE COMPANY, LLC
For the Year Ended December 31, 2004
SCHEDULE XVII-SCHEDULE OF EXPENSE
BY DEPARTMENT OR SERVICE FUNCTION
(thousands of dollars)
INSTRUCTIONS: Indicate each department or service function. (See Instruction
01-3 General Structure of Accounting System: Uniform System of Accounts).
Department or Service Function
----------------------------------
Account Description of Items Human Resources Payroll Audit
------- -------------------- --------------- ------- ------
920 Salaries and wages $ 9,211 $713 $1,169
921 Office supplies and expenses 658 30 183
922 Administrative expenses transferred - credit -- -- --
923 Outside services employed 1,364 8 --
924 Property insurance -- -- --
925 Injuries and damages -- -- --
926 Employee pensions and benefits 304 (7) 4
928 Regulatory commission expenses -- -- --
930.1 General advertising expenses 20 -- --
930.2 Miscellaneous general expenses -- -- --
931 Rents 1,954 1 --
932 Maintenance of structures and equipment 8 -- --
935 Maintenance of general plant -- -- --
403 Depreciation and amortization expense 63 -- --
408 Other taxes-non-inc 8 (59) --
409 Income taxes -- -- --
410 Provision for deferred income taxes -- -- --
411 Provision for deferred income taxes - credit -- -- --
411.5 Investment tax credit -- -- --
426.1 Donations 119 -- --
426.5 Other deductions -- -- --
427 Interest on long-term debt -- -- --
430 Interest on debt to associate companies -- -- --
431 Other interest expense -- -- --
------- ---- ------
Total $13,709 $686 $1,356
======= ==== ======
Page 30 of 52
ANNUAL REPORT OF CENTERPOINT ENERGY SERVICE COMPANY, LLC
For the Year Ended December 31, 2004
SCHEDULE XVII-SCHEDULE OF EXPENSE
BY DEPARTMENT OR SERVICE FUNCTION
(thousands of dollars)
INSTRUCTIONS: Indicate each department or service function. (See Instruction
01-3 General Structure of Accounting System: Uniform System of Accounts).
Department or Service Function
---------------------------------------------------------------
Financial Accounting
Account Description of Items & Reporting Property Accounting Revenue Accounting
------- -------------------- -------------------- ------------------- ------------------
920 Salaries and wages $3,688 $2,038 $4,564
921 Office supplies and expenses 151 44 99
922 Administrative expenses transferred - credit -- -- --
923 Outside services employed 178 45 3
924 Property insurance -- -- --
925 Injuries and damages -- -- --
926 Employee pensions and benefits 5 10 26
928 Regulatory commission expenses -- -- --
930.1 General advertising expenses -- -- --
930.2 Miscellaneous general expenses -- -- --
931 Rents 5 1 24
932 Maintenance of structures and equipment -- -- --
935 Maintenance of general plant -- -- --
403 Depreciation and amortization expense 362 -- --
408 Other taxes-non-inc -- 5 --
409 Income taxes -- -- --
410 Provision for deferred income taxes -- -- --
411 Provision for deferred income taxes - credit -- -- --
411.5 Investment tax credit -- -- --
426.1 Donations -- -- --
426.5 Other deductions -- -- --
427 Interest on long-term debt -- -- --
430 Interest on debt to associate companies -- -- --
431 Other interest expense -- -- --
------ ------ ------
Total $4,389 $2,143 $4,716
====== ====== ======
Page 31 of 52
ANNUAL REPORT OF CENTERPOINT ENERGY SERVICE COMPANY, LLC
For the Year Ended December 31, 2004
SCHEDULE XVII-SCHEDULE OF EXPENSE
BY DEPARTMENT OR SERVICE FUNCTION
(thousands of dollars)
INSTRUCTIONS: Indicate each department or service function. (See Instruction
01-3 General Structure of Accounting System: Uniform System of Accounts).
Department or Service Function
------------------------------------------------
Account Description of Items Tax Investor Relations Strategic Planning
------- -------------------- ------ ------------------ ------------------
920 Salaries and wages $1,998 $ 394 $2,798
921 Office supplies and expenses 305 -- 151
922 Administrative expenses transferred - credit -- -- --
923 Outside services employed 743 37 277
924 Property insurance -- -- --
925 Injuries and damages -- -- --
926 Employee pensions and benefits -- -- --
928 Regulatory commission expenses -- -- --
930.1 General advertising expenses -- -- --
930.2 Miscellaneous general expenses 1 602 9
931 Rents -- -- --
932 Maintenance of structures and equipment -- 1 3
935 Maintenance of general plant -- -- --
403 Depreciation and amortization expense 1 -- 13
408 Other taxes-non-inc 6 -- --
409 Income taxes -- -- --
410 Provision for deferred income taxes -- -- --
411 Provision for deferred income taxes - credit -- -- --
411.5 Investment tax credit -- -- --
426.1 Donations 1 -- 1
426.5 Other deductions -- -- --
427 Interest on long-term debt -- -- --
430 Interest on debt to associate companies -- -- --
431 Other interest expense -- -- --
------ ------ ------
Total $3,055 $1,034 $3,252
====== ====== ======
Page 32 of 52
ANNUAL REPORT OF CENTERPOINT ENERGY SERVICE COMPANY, LLC
For the Year Ended December 31, 2004
SCHEDULE XVII-SCHEDULE OF EXPENSE
BY DEPARTMENT OR SERVICE FUNCTION
(thousands of dollars)
INSTRUCTIONS: Indicate each department or service function. (See Instruction
01-3 General Structure of Accounting System: Uniform System of Accounts).
Department or Service Function
---------------------------------------
Finance & Office Support
Account Description of Items Treasury Services Purchasing
------- -------------------- --------- -------------- ----------
920 Salaries and wages $ 7,407 $1,872 $2,895
921 Office supplies and expenses 2,145 75 133
922 Administrative expenses transferred - credit -- -- --
923 Outside services employed 7,288 429 (52)
924 Property insurance 30 -- --
925 Injuries and damages 7,827 -- --
926 Employee pensions and benefits 3 -- --
928 Regulatory commission expenses -- -- --
930.1 General advertising expenses -- 1 58
930.2 Miscellaneous general expenses 941 -- 17
931 Rents 3,019 52 --
932 Maintenance of structures and equipment 10 -- --
935 Maintenance of general plant -- -- --
403 Depreciation and amortization expense 49 -- --
408 Other taxes-non-inc -- -- 1
409 Income taxes -- -- --
410 Provision for deferred income taxes -- -- --
411 Provision for deferred income taxes - credit -- -- --
411.5 Investment tax credit -- -- --
426.1 Donations 30 -- 31
426.5 Other deductions -- -- --
427 Interest on long-term debt -- -- --
430 Interest on debt to associate companies -- -- --
431 Other interest expense -- -- --
------- ------ ------
Total $28,749 $2,429 $3,083
======= ====== ======
Page 33 of 52
ANNUAL REPORT OF CENTERPOINT ENERGY SERVICE COMPANY, LLC
For the Year Ended December 31, 2004
SCHEDULE XVII-SCHEDULE OF EXPENSE
BY DEPARTMENT OR SERVICE FUNCTION
(thousands of dollars)
INSTRUCTIONS: Indicate each department or service function. (See Instruction
01-3 General Structure of Accounting System: Uniform System of Accounts).
Department or Service Function
---------------------------------------------------
Facility Management
Account Description of Items Remittance Shared Services & Corporate Security
------- -------------------- ---------- --------------- --------------------
920 Salaries and wages $1,652 $1,275 $3,063
921 Office supplies and expenses 55 (148) 134
922 Administrative expenses transferred - credit -- -- --
923 Outside services employed 434 388 455
924 Property insurance -- -- --
925 Injuries and damages -- -- --
926 Employee pensions and benefits 32 6 24
928 Regulatory commission expenses -- -- --
930.1 General advertising expenses -- -- --
930.2 Miscellaneous general expenses -- -- --
931 Rents 328 2,327 3
932 Maintenance of structures and equipment -- -- 2
935 Maintenance of general plant -- -- --
403 Depreciation and amortization expense -- 964 5
408 Other taxes-non-inc 10 -- 21
409 Income taxes -- -- --
410 Provision for deferred income taxes -- -- --
411 Provision for deferred income taxes - credit -- -- --
411.5 Investment tax credit -- -- --
426.1 Donations -- -- --
426.5 Other deductions -- -- --
427 Interest on long-term debt -- -- --
430 Interest on debt to associate companies -- -- --
431 Other interest expense -- -- --
------ ------ ------
Total $2,511 $4,812 $3,707
====== ====== ======
Page 34 of 52
ANNUAL REPORT OF CENTERPOINT ENERGY SERVICE COMPANY, LLC
For the Year Ended December 31, 2004
DEPARTMENTAL ANALYSIS OF SALARIES-ACCOUNT 920
(thousands of dollars)
Number of
Personnel
Name of Department or Service Function Total Amount Parent Company Other Associates Nonassociates End of Year
-------------------------------------- ------------ -------------- ---------------- ------------- -----------
Executive Management $ 3,182 $ 668 $ 2,514 $ -- 12
Aviation 218 204 14 -- 2
Communications 1,424 107 1,314 3 17
Legal 5,981 138 5,842 1 43
Information Technology 30,432 -- 29,619 813 305
Government Affairs 1,182 -- 1,182 -- 9
Regulatory 3,677 -- 3,677 -- 29
Facilities Management 3,063 6 3,036 21 33
Office Support Services 1,872 4 1,091 777 34
Purchasing & Logistics 2,895 6 2,889 -- 43
Remittance Processing 1,652 3 757 892 24
General Shared Services 1,275 3 1,220 52 19
Payroll 713 3 710 -- 12
Human Resources 9,211 37 9,146 28 84
Audit 1,169 42 1,127 -- 14
Stategic Planning 2,798 101 2,697 -- 22
Investor Relations 394 14 380 -- 3
Financial Accounting & Reporting 3,688 133 3,555 -- 37
Property Accounting 2,038 73 1,965 -- 21
Revenue Accounting 4,564 164 4,400 -- 77
Tax 1,998 72 1,926 -- 20
Finance & Treasury 7,407 267 7,111 29 74
Overhead (626) (626) -- -- 0
------- ------ ------- ------ ---
Total $90,207 $1,419 $86,172 $2,616 934
======= ====== ======= ====== ===
Page 35 of 52
ANNUAL REPORT OF CENTERPOINT ENERGY SERVICE COMPANY, LLC
For the Year Ended December 31, 2004
OUTSIDE SERVICES EMPLOYED-ACCOUNT 923
(thousands of dollars)
INSTRUCTIONS: Provide a breakdown of outside services employed. If the aggregate
amounts paid to any one payee and included within one category is less than
$25,000, only the aggregate number and amount of all such payments included
within the subaccounts need be shown. Provide a subtotal for each type of
service.
RELATIONSHIP
A=Associate
FROM WHOM PURCHASED SERVICES PROVIDED NA = NonAssociate AMOUNT
------------------- ----------------- ----------------- -------
Akin Gump Strauss Hauer Legal Services NA $ 241
Andrews & Kurth LLP Legal Services NA 87
Arcadis G&M, Inc Legal Services NA 40
Ashbycrinion LLP Legal Services NA 116
Baker Botts LLP Legal Services NA 16,429
Barnes & Turner Legal Services NA 75
Beckham & Tillman Legal Services NA 49
Blanchard, Walker, O'Quin & Roberts Legal Services NA 548
Booth Ahrens & Werkethin, P.C. Legal Services NA 82
Bowne Of Dallas Legal Services NA 231
Bracewell & Patterson, L.L.P. Legal Services NA 660
Brunini, Grantham,Grower & Hewes Legal Services NA 196
Burgess, Burgess, Burgess Legal Services NA 104
Calvert & Associates Legal Services NA 38
Cannon & Simmons Legal Services NA 26
Clark Thomas & Winters PC Legal Services NA 740
Continental Court Reporters Legal Services NA 33
Crain, Caton & James Legal Services NA 228
Cross Gunter Witherspoon & Galchus Legal Services NA 99
Day Berry & Howard LLP Legal Services NA 62
Dewey Ballentine Legal Services NA 300
Dispute Resolution Management Inc Legal Services NA 62
Edwards & George LLP Legal Services NA 179
Fulbright & Jaworski, LLP Legal Services NA 190
Gibbs & Bruns L.L.P. Legal Services NA 39
Graves, Dougherty, Hearon & Moody Legal Services NA 2,110
Hall Estill Hardwick Gable Golden Legal Services NA 202
Haynes And Boone, LLP Legal Services NA 70
Holland & Hart LLP Legal Services NA 113
Hunton & Williams LLP Legal Services NA 57
Jack R. Newman Legal Services NA 25
Jackson, Sjoberg, McCarthy Legal Services NA 495
Jones Day Legal Services NA 1,715
Landry, Watkins, Repaske & Breaux Legal Services NA 30
Lemle & Kelleher, L.L.P. Legal Services NA 564
Lloyd, Gosselink, Blevins, Rochelle Legal Services NA 59
Page 36 of 52
ANNUAL REPORT OF CENTERPOINT ENERGY SERVICE COMPANY, LLC
For the Year Ended December 31, 2004
OUTSIDE SERVICES EMPLOYED-ACCOUNT 923
(thousands of dollars)
INSTRUCTIONS: Provide a breakdown of outside services employed. If the aggregate
amounts paid to any one payee and included within one category is less than
$25,000, only the aggregate number and amount of all such payments included
within the subaccounts need be shown. Provide a subtotal for each type of
service.
RELATIONSHIP
A=Associate
FROM WHOM PURCHASED SERVICES PROVIDED NA = NonAssociate AMOUNT
------------------- ----------------- ----------------- -------
Locke Liddell & Sapp LLP Legal Services NA 131
Mactec Engineering Legal Services NA 32
Mills,Shirley,Eckel & Bassett Legal Services NA 50
Morgan, Lewis & Bockius, LLP Legal Services NA 52
Ogletree Deakins Nash Smoak Legal Services NA 33
Oppel, Goldberg, & Saenz PLLC Legal Services NA 108
Pendulum Energy Legal Services NA 97
Phelps Dunbar LLP Legal Services NA 92
Platt, Sparks & Associates Legal Services NA 195
Porter & Hedges LLP Legal Services NA 481
Public Strategies Inc Legal Services NA 139
Robert A Webb Legal Services NA 290
Royston Rayzor Vickery Legal Services NA 27
RR Donnelley Receivables, Inc Legal Services NA 89
Russell R Johnson III Legal Services NA 43
Schiff Hardin LLP Legal Services NA 33
Southern International Inc Legal Services NA 74
The Beatty Law Firm PC Legal Services NA 121
Thelen, Reid & Priest LLP Legal Services NA 139
Yetter & Warden Legal Services NA 259
Various (87) Legal Services NA 485
-------
Subtotal: $29,264
=======
8760 Inc Hardware/Software Maintenance NA $ 27
8E6 Technologies Hardware/Software Maintenance NA 87
Accudata Systems Inc Hardware/Software Maintenance NA 190
Anacomp MultiProdux Division Hardware/Software Maintenance NA 48
Aspect Communications Inc. Hardware/Software Maintenance NA 126
Bentley Systems, Inc. Hardware/Software Maintenance NA 70
Business Objects Hardware/Software Maintenance NA 64
Candle Corporation Hardware/Software Maintenance NA 114
Commerce One Hardware/Software Maintenance NA 41
Computer Associates International Hardware/Software Maintenance NA 70
Compuware Corporation Hardware/Software Maintenance NA 70
D&T CorpTax Hardware/Software Maintenance NA 46
DBA Software Hardware/Software Maintenance NA 25
Diversified Software Systems Hardware/Software Maintenance NA 44
Embarcadero Technologies Inc Hardware/Software Maintenance NA 34
Filenet Corporation Hardware/Software Maintenance NA 83
Page 37 of 52
ANNUAL REPORT OF CENTERPOINT ENERGY SERVICE COMPANY, LLC
For the Year Ended December 31, 2004
OUTSIDE SERVICES EMPLOYED-ACCOUNT 923
(thousands of dollars)
INSTRUCTIONS: Provide a breakdown of outside services employed. If the aggregate
amounts paid to any one payee and included within one category is less than
$25,000, only the aggregate number and amount of all such payments included
within the subaccounts need be shown. Provide a subtotal for each type of
service.
RELATIONSHIP
A=Associate
FROM WHOM PURCHASED SERVICES PROVIDED NA = NonAssociate AMOUNT
------------------- ----------------- ----------------- -------
Fujitsu Network Communications Hardware/Software Maintenance NA 163
Future Com Corporation Hardware/Software Maintenance NA 76
Hewlett-Packard Company Hardware/Software Maintenance NA 29
IBM Corporation Hardware/Software Maintenance NA 5,922
Informatica Corp Hardware/Software Maintenance NA 50
Isogon Corporation Hardware/Software Maintenance NA 26
Itron Inc Hardware/Software Maintenance NA 37
Levi Ray & Shoup Inc Hardware/Software Maintenance NA 45
Lodestar Corporation Hardware/Software Maintenance NA 629
Maverick IT Hardware/Software Maintenance NA 292
Mercury Interactive Corporation Hardware/Software Maintenance NA 67
Microsoft Licensing, GP Hardware/Software Maintenance NA 135
Mitem Corporation Hardware/Software Maintenance NA 51
Mitratech Holdings Inc Hardware/Software Maintenance NA 32
Mobile Data Solutions Inc Hardware/Software Maintenance NA 459
Napersoft Inc Hardware/Software Maintenance NA 56
Native Networks Hardware/Software Maintenance NA 76
Netegrity Inc Hardware/Software Maintenance NA 25
Oce' Printing Systems USA, Inc Hardware/Software Maintenance NA 156
Optura Inc Hardware/Software Maintenance NA 213
Oracle Corporation Hardware/Software Maintenance NA 342
Peregrine Systems, Inc Hardware/Software Maintenance NA 132
Pitney Bowes - Docsense Hardware/Software Maintenance NA 39
Powertax Hardware/Software Maintenance NA 38
SAP America Inc Hardware/Software Maintenance NA 1,350
SAS Institute Inc Hardware/Software Maintenance NA 131
See Beyond Hardware/Software Maintenance NA 251
Software House International Hardware/Software Maintenance NA 267
Spirent Communications Hardware/Software Maintenance NA 38
SPL Worldgroup Inc Hardware/Software Maintenance NA 252
Sun Microsystems Inc Hardware/Software Maintenance NA 140
Sungard Energy Systems Inc Hardware/Software Maintenance NA 597
Velosant LP Hardware/Software Maintenance NA 26
VYSYS Inc Hardware/Software Maintenance NA 55
Various (64) Hardware/Software Maintenance NA 349
-------
Subtotal: $13,685
=======
Page 38 of 52
ANNUAL REPORT OF CENTERPOINT ENERGY SERVICE COMPANY, LLC
For the Year Ended December 31, 2004
OUTSIDE SERVICES EMPLOYED-ACCOUNT 923
(thousands of dollars)
INSTRUCTIONS: Provide a breakdown of outside services employed. If the aggregate
amounts paid to any one payee and included within one category is less than
$25,000, only the aggregate number and amount of all such payments included
within the subaccounts need be shown. Provide a subtotal for each type of
service.
RELATIONSHIP
A=Associate
FROM WHOM PURCHASED SERVICES PROVIDED NA = NonAssociate AMOUNT
------------------- ----------------- ----------------- -------
A-Rocket Moving & Storage Inc Consulting/Outside Services NA $ 104
Accenture LLP Consulting/Outside Services NA 1,095
ADP Investor Communication Services Consulting/Outside Services NA 104
Alliance Strategy Business Consulting/Outside Services NA 400
Art Of Facts Consulting/Outside Services NA 127
Automatic Data Processing Inc Consulting/Outside Services NA 68
Barrington-Wellesley Group Inc Consulting/Outside Services NA 115
Beckham & Tillman Communications Consulting/Outside Services NA 81
Bell & Howell Mail And Messaging Consulting/Outside Services NA 255
Brinks Inc Consulting/Outside Services NA 32
Bruner & Associates Consulting/Outside Services NA 49
Business Consulting Group Of Alvarez & Marsal Consulting/Outside Services NA 100
C M White & Company LLC Consulting/Outside Services NA 67
C.W. Henderson Electric, Inc. Consulting/Outside Services NA 53
Cambridge Energy Research Consulting/Outside Services NA 56
Career Management International Consulting/Outside Services NA 28
Carter & Burgess, Inc. Consulting/Outside Services NA 90
Charles Rivers & Associates Consulting/Outside Services NA 52
Chas P. Young Co Consulting/Outside Services NA 58
Citigroup Consulting/Outside Services NA 10,248
Commercial Audio Video Inc Consulting/Outside Services NA 34
Commercial Furniture Service Consulting/Outside Services NA 32
Computer Financial Consultants Consulting/Outside Services NA 173
Confluential Consulting Consulting/Outside Services NA 42
Continuous & Specialty Product Consulting/Outside Services NA 73
Corporate Express Consulting/Outside Services NA 70
Coyle Kelly Consulting/Outside Services NA 70
Csar Inc Consulting/Outside Services NA 25
CSC Financial Services Group Consulting/Outside Services NA 32
CT Corporation Consulting/Outside Services NA 43
Deloitte & Touche Consulting/Outside Services NA 5,005
Disaster Recovery Services, Inc Consulting/Outside Services NA 63
Don McFarlin Consulting/Outside Services NA 75
Employers Unity, Inc Consulting/Outside Services NA 60
Energy Advisory Group Inc Consulting/Outside Services NA 121
Ernst & Young LLP Consulting/Outside Services NA 237
Financo Inc Consulting/Outside Services NA 39
Frontier Associates LLC Consulting/Outside Services NA 85
Garrison Solutions Inc Consulting/Outside Services NA 75
Gartner Group Consulting/Outside Services NA 252
Geosolutions LLC Consulting/Outside Services NA 105
Gerald W. Tucker Consulting/Outside Services NA 51
Page 39 of 52
ANNUAL REPORT OF CENTERPOINT ENERGY SERVICE COMPANY, LLC
For the Year Ended December 31, 2004
OUTSIDE SERVICES EMPLOYED-ACCOUNT 923
(thousands of dollars)
INSTRUCTIONS: Provide a breakdown of outside services employed. If the aggregate
amounts paid to any one payee and included within one category is less than
$25,000, only the aggregate number and amount of all such payments included
within the subaccounts need be shown. Provide a subtotal for each type of
service.
RELATIONSHIP
A=Associate
FROM WHOM PURCHASED SERVICES PROVIDED NA = NonAssociate AMOUNT
------------------- ----------------- ----------------- -------
Graves, Dougherty, Hearon & Moody Consulting/Outside Services NA 611
Grover Printing Consulting/Outside Services NA 73
H Shoup & Associates Inc Consulting/Outside Services NA 42
Harper And Pearson Company Consulting/Outside Services NA 321
Hay Group, Inc Consulting/Outside Services NA 25
Hewitt Associates LLC Consulting/Outside Services NA 719
Honeywell Consulting/Outside Services NA 53
Huron Consulting Group LLC Consulting/Outside Services NA 42
IBM Corporation Consulting/Outside Services NA 640
Insight Management Partners Inc Consulting/Outside Services NA 57
Interaction Associates Consulting/Outside Services NA 61
Iron Mountain Consulting/Outside Services NA 195
IT Solutions Inc Consulting/Outside Services NA 53
J & B Software Systems Inc Consulting/Outside Services NA 55
J.E. "Buster" Brown Consulting/Outside Services NA 84
Jack Roberts Consulting/Outside Services NA 69
Jackson And Company Consulting/Outside Services NA 27
John T. Jakubik & Associates Consulting/Outside Services NA 141
JP Morgan Chase Bank Consulting/Outside Services NA 6,071
Ka-Tex Constructors, Inc Consulting/Outside Services NA 132
Kennedy Reporting Service Inc Consulting/Outside Services NA 44
Kenneth C. Kern & Associates Consulting/Outside Services NA 80
Kenneth E Jones Consulting/Outside Services NA 27
Lloyd, Gosselink, Blevins, Rochelle Consulting/Outside Services NA 270
Love Envelopes Inc Consulting/Outside Services NA 57
Magee & Magee LLP Consulting/Outside Services NA 249
Mail-Gard Consulting/Outside Services NA 34
Marriott International Consulting/Outside Services NA 40
MBIA Insurance Corp Consulting/Outside Services NA 68
Mellon Investor Services LLC Consulting/Outside Services NA 32
Mercer Human Resource Consulting Consulting/Outside Services NA 58
Michael D. Thompson Consulting/Outside Services NA 32
Mignon McGarry Consulting/Outside Services NA 73
Million Air-Houston Consulting/Outside Services NA 38
Opex Corporation Consulting/Outside Services NA 38
Origin Design Consulting/Outside Services NA 174
PA Consulting Services Inc Consulting/Outside Services NA 115
PC Helps Consulting/Outside Services NA 99
Pearl Meyer & Partners Consulting/Outside Services NA 96
Pioneer Contract Services Inc Consulting/Outside Services NA 56
Pitney Bowes Consulting/Outside Services NA 154
Page 40 of 52
ANNUAL REPORT OF CENTERPOINT ENERGY SERVICE COMPANY, LLC
For the Year Ended December 31, 2004
OUTSIDE SERVICES EMPLOYED-ACCOUNT 923
(thousands of dollars)
INSTRUCTIONS: Provide a breakdown of outside services employed. If the aggregate
amounts paid to any one payee and included within one category is less than
$25,000, only the aggregate number and amount of all such payments included
within the subaccounts need be shown. Provide a subtotal for each type of
service.
RELATIONSHIP
A=Associate
FROM WHOM PURCHASED SERVICES PROVIDED NA = NonAssociate AMOUNT
------------------- ----------------- ----------------- -------
PM Realty Group LP Consulting/Outside Services NA 134
Preng & Associates Consulting/Outside Services NA 155
Pricewaterhouse Cooper LLP Consulting/Outside Services NA 141
Printing Arts Of Houston Consulting/Outside Services NA 64
PSI Group Consulting/Outside Services NA 96
Public Strategies Inc. Consulting/Outside Services NA 192
Rag Printing Inc. Consulting/Outside Services NA 87
Reliant Energy, Inc. Consulting/Outside Services NA 238
Resumix, Inc. Consulting/Outside Services NA 26
RHR International Company Consulting/Outside Services NA 60
S J Bashen Inc Consulting/Outside Services NA 42
SAP America Inc Consulting/Outside Services NA 446
Sargent & Lundy LLC Consulting/Outside Services NA 42
Skillsoft Consulting/Outside Services NA 132
Stacey Hopwood Manela Consulting/Outside Services NA 35
Standard & Poor's Consulting/Outside Services NA 55
Sungard CCS Consulting/Outside Services NA 255
Sungard Recovery Services LP Consulting/Outside Services NA 571
Survcon Inc. Consulting/Outside Services NA 121
Synapse Energy Economics Inc Consulting/Outside Services NA 92
TCS Consultants Inc Consulting/Outside Services NA 45
Tech Systems Inc Consulting/Outside Services NA 193
Texasadmin.com Consulting/Outside Services NA 43
The Bank Of New York Consulting/Outside Services NA 39
The Brattle Group Consulting/Outside Services NA 508
The Depository Trust Co Consulting/Outside Services NA 48
The Hudson Forum, Inc. Consulting/Outside Services NA 217
The Ofis By Powell Consulting/Outside Services NA 43
The Sibley Group Consulting/Outside Services NA 121
Thomson Financial Corporate Consulting/Outside Services NA 32
Tucker & Tucker Consultants Inc Consulting/Outside Services NA 44
Unisource Consulting/Outside Services NA 150
Unisys Corporation Consulting/Outside Services NA 248
Veterans Print Management Consulting/Outside Services NA 76
Walker F Nolan Consulting/Outside Services NA 50
Westex Security Services Consulting/Outside Services NA 187
Willamette Management Associates Consulting/Outside Services NA 33
Xerox Corporation Consulting/Outside Services NA 38
Various (490) Consulting/Outside Services NA 705
-------
Subtotal: $37,053
=======
-------
Total: $80,002
=======
Page 41 of 52
ANNUAL REPORT OF CENTERPOINT ENERGY SERVICE COMPANY, LLC
For the Year Ended December 31, 2004
EMPLOYEE PENSION AND BENEFITS--ACCOUNT 926
(thousands of dollars)
INSTRUCTIONS: Provide a listing of each pension plan and benefit program
provided by the service company. Such listing should be limited to $25,000.
DESCRIPTION AMOUNT
----------- -------
Pension $15,810
Medical 7,006
Deferred Compensation 6,585
Savings 5,549
Long-term Incentive Compensation 4,679
Post Retirement Benefits 4,194
Post Employment Benefits 194
Other 124
-------
Total $44,141
=======
Page 42 of 52
ANNUAL REPORT OF CENTERPOINT ENERGY SERVICE COMPANY, LLC
For the Year Ended December 31, 2004
GENERAL ADVERTISING EXPENSE-ACCOUNT 930.1
(thousands of dollars)
INSTRUCTIONS: Provide a listing of the amount included in Account 930.1,
"General Advertising Expenses", classifying the items according to the nature of
the advertising and as defined in the account definition. If a particular class
includes an amount in excess of $3,000 applicable to a single payee, show
separately the name of the payee and the aggregate amount applicable thereto.
DESCRIPTION NAME OF PAYEE AMOUNT
----------- ------------- ------
Advertising Fogarty Klein Monroe $1,761
Advertising KHOU-TV 150
Advertising Chas P. Young Co 108
Advertising Printing Arts of Houston 98
Advertising Radio One of Texas, LP 67
Advertising Make Believe 52
Advertising Network Interstate LLC 44
Advertising Rag Printing Inc. 39
Advertising HotJobs.com 17
Advertising Corporate Express 14
Advertising Houston Photo Imaging 13
Advertising Lopez Negrete 12
Advertising Houston Defender Newspaper 10
Advertising Lindsey Advertising 9
Advertising Houston Apartment Association 9
Advertising African American News 8
Advertising Greater Houston Restaurant 8
Advertising Houston Chronicle 7
Advertising National Yellow Pages Direct 6
Advertising Moore Syndication Inc 5
Advertising CNA Advertising 4
Advertising Houston Sign Company Inc 4
Advertising Freeman 3
Advertising Paramont Printing 3
Advertising Various (41) 31
------
Total $2,482
======
Page 43 of 52
ANNUAL REPORT OF CENTERPOINT ENERGY SERVICE COMPANY, LLC
For the Year Ended December 31, 2004
MISCELLANEOUS GENERAL EXPENSES--ACCOUNT 930.2
(thousands of dollars)
INSTRUCTIONS: Provide a listing of the amount included in Account 930.2,
"Miscellaneous General Expenses" classifying such expenses according to their
nature. Payments and expenses permitted by Section 321 (b)(2) of the Federal
Election Campaign Act, as amended by Public Law 94-283 in 1976 (2 U.S.C. 441
(b)(2)) shall be separately classified.
DESCRIPTION AMOUNT
----------- ------
Directors Fees & Expenses $2,361
Shareholder Related Expenses 1,580
Membership Dues 625
Filing Fees 18
------
Total $4,584
======
RENTS--ACCOUNT 931
(thousands of dollars)
INSTRUCTIONS: Provide a listing of the amount included in Account 931, "Rents",
classifying such expenses by major groupings of property, as defined in the
account definition of the Uniform System of Accounts.
DESCRIPTION AMOUNT
----------- -------
Rent - Office Space $16,088
Rent - Equipment 165
Rent - PCs 96
Rent - Other (455)
-------
Total $15,894
=======
Page 44 of 52
ANNUAL REPORT OF CENTERPOINT ENERGY SERVICE COMPANY, LLC
For the Year Ended December 31, 2004
TAXES OTHER THAN INCOME TAXES-ACCOUNT 408
(thousands of dollars)
INSTRUCTIONS: Provide an analysis of Account 408 "Taxes Other Than Income
Taxes". Separate the analysis into two groups: (1) other than U.S. Government
taxes, and (2) U.S. Government taxes. Specify each of the various kinds of taxes
and show the amounts thereof. Provide a subtotal for each class of tax.
Taxes Other Than Income Taxes - Account 408
Kind of Tax Amount
----------- ------
Taxes Other Than U.S Government Taxes:
Sales and Use Tax $ 161
Miscellaneous - Severance Taxes (71)
Property Taxes 828
State Franchise Taxes 718
------
Total $1,636
======
U.S. Government Taxes:
Unemployment Taxes $ 407
Social Security Taxes 5,856
------
Total $6,263
======
Total $7,899
======
Page 45 of 52
ANNUAL REPORT OF CENTERPOINT ENERGY SERVICE COMPANY, LLC
For the Year Ended December 31, 2004
DONATIONS--ACCOUNT 426.1
(thousands of dollars)
INSTRUCTIONS: Provide a listing of the amount included in Account 426.1,
"Donations", classifying such expenses by its purpose. The aggregate number and
amount of all items of less than $3,000 may be shown in lieu of details.
NAME OF RECIPIENT PURPOSE OF DONATION AMOUNT
----------------- ------------------- ------
United Way of the Texas Gulf Coast Contribution - United Way $ 470
International Sports Properties Inc. Contribution - Community 40
Wings Over Houston Contribution - Community 25
Casa de Esperanza Contribution - Community 20
Laredo Hockey Holdings LP Contribution - Community 20
Houston Hispanic Chamber of Commerce Contribution - Community 15
Central Houston, Inc. Contribution - Community 15
Inroads Inc. Contribution - Community 12
Ronald McDonald House Contribution - Community 10
Community Partners Contribution - Community 10
Texas Public Policy Foundation Contribution - Community 10
Texas Association of MBE's Contribution - Community 8
The Empowerment Project - Houston Contribution - Community 6
Texas Association Against Sexual Abuse Contribution - Community 5
State Government Leadership Contribution - Community 5
AWTY International Contribution - Community 5
Executive Service Co. Contribution - Community 5
Senate Hispanic Research Council Contribution - Community 5
Greater Houston Partnership Contribution - Community 5
Citizens To Keep Houston Strong Contribution - Community 5
Inroads/Houston, Inc Contribution - Community 5
Houston Grand Opera Contribution - Community 5
The Barbara Bush Foundation Contribution - Community 5
Center for Legislative Energy Contribution - Community 5
Texas Public Policy Foundation Contribution - Community 5
Envirostudy Int'l Inc. Contribution - Community 5
The Wings Program Contribution - Community 4
FWCP Inc. Contribution - Community 3
Catholic Charities Contribution - Community 3
JINSA Contribution - Community 3
Goodwill Industries of Houston Contribution - Community 3
Texas Association of Appraisal Contribution - Community 1
Kelly School of Business Contribution - Education 15
McCombs School of Business Contribution - Education 12
Communities In Schools Contribution - Education 10
Jesse H Jones School Contribution - Education 5
University of Houston Downtown Contribution - Education 4
Indiana University Foundation Contribution - Education 3
University of Houston - Law Contribution - Education 3
The Cancer League, Inc. Contribution - Health 5
Prevent Blindness Texas Contribution - Health 5
Collaborative for Children Contribution - Youth Development 20
Junior Achievement Contribution - Youth Development 26
Caring for Children Contribution - Youth Development 3
Other 203
------
$1,056
======
Page 46 of 52
ANNUAL REPORT OF CENTERPOINT ENERGY SERVICE COMPANY, LLC
For the Year Ended December 31, 2004
OTHER DEDUCTIONS--ACCOUNT 426.5
(thousands of dollars)
INSTRUCTIONS: Provide a listing of the amount include in Account 426.5, "Other
Deductions", classifying such expenses according to their nature.
Descriptions Name of Payee Amount
--------------- ------------- ------
State Relations Various $437
Local Relations Various 32
----
Total $469
====
Page 47 of 52
ANNUAL REPORT OF XCEL ENERGY SERVICES, INC.
For the Year Ended December 31, 2004
SCHEDULE XVIII--NOTES TO STATEMENT OF INCOME
INSTRUCTIONS: The space below is provided for important notes regarding the
statement of income or any account thereof. Furnish particulars as to any
significant increases and services rendered or expenses incurred during the
year. Notes related to financial statements shown elsewhere in this report may
be indicated here by reference.
Also see Notes to Financial Statements on pages 17-22 for additional Notes to
Statement of Income.
Page 48 of 52
ANNUAL REPORT OF CENTERPOINT ENERGY SERVICE COMPANY, LLC
For the Year Ended December 31, 2004
ORGANIZATION CHART (SUMMARY LEVEL)
Organization Chart Service Function
--------------------------------------------- -----------------------------------------------------
President & Chief Executive Officer Executive Management Services
Aviation Aviation
Sr VP-Process Improvement Process Optimization
Sr VP & Gas Group President Executive Management Services - Gas Companies
VP - Information Technology Information Technology
Chief Financial Officer Executive Management Services - Financial
Vice President - Audit Audit Services
VP - Strategic Planning Strategic Planning, Benchmarking, Financial Planning,
Bus Development
Investor Relations Investor Relations
Chief Risk Officer Risk Control, Commercial Credit, Contract
Administration
Vice President & Treasurer Treasury
Treasury Treasury & Cash Management
Investor Services Investor Services
Risk Management Risk Management, Insurance
Sr VP & Chief Acctg Officer Finance & Accounting
Vice President & Controller Financial Acctg & Reporting, Property Acctg, Revenue
Acctg
Vice President - Tax Local, State, Federal, Property Tax
Accounting Systems Financial Accounting Systems & Processes
Business Services Business Services
Sr VP - Shared Svcs & Human Resources Executive Management Services - Shared Svcs & Human
Resources
Human Resources Human Resources
Compensation & Benefits Compensation & Benefits
Payroll Payroll
Vice President - Shared Svcs Exec Mgmt Services - Purch, Facility Mgmt, Corp Sec,
Office Sup
Purchasing & Logistics Purchasing & Logistics
Accounts Payable Accounts Payable
Facility Management Real Estate & Facility Management
Corporate Security Corporate Security
Office Support Services Remittance, Disbursements, Graphics, Mail, Record
Retention
Exec VP - General Counsel & Corp Secretary Executive Mgmt Services - Legal, Regulatory,
Gov't Affairs, Comm
VP & Deputy General Counsel Legal, Claims
VP - Corporate Compliance Corp Ethics & Compliance, Employment Litigation
VP - Government Relations State & Local Relations
VP - Regulatory Regulatory Policy & Relations
VP - Corporate Communications Communications
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ANNUAL REPORT OF CENTERPOINT ENERGY SERVICE COMPANY, LLC
METHODS OF ALLOCATION
Operating Expense Ratio - based on operating expense minus fuel and purchased
power. This ratio will be determined annually based on annual plan operating
expense and will be adjusted for any known and reasonably quantifiable events
and will be trued-up at the end of the fiscal year based on actual operating
expense.
Asset Ratio - based on the total assets minus investments in subsidiaries and
goodwill. This ratio will be determined annually based on annual plan assets and
will be adjusted for any known and reasonably quantifiable events and will be
trued-up at the end of the fiscal year based on twelve month average of actual
assets.
Cash Flow Ratio - based on operating expense including fuel, purchase power and
capital expenditures, less depreciation expense. This ratio will be determined
annually based on annual plan cash flow and will be adjusted for any known and
reasonably quantifiable events and will be trued-up at the end of the fiscal
year based on actual cash flow.
Head Count Ratio w/ retirees - based on active and retiree headcount. This ratio
will be determined annually based on annual plan head count and will be adjusted
for any known and reasonably quantifiable events and will be trued-up at the end
of the fiscal year based on actual head count.
Head Count Ratio w/o retirees - based on active headcount. This ratio will be
determined annually based on annual plan head count and will be adjusted for any
known and reasonably quantifiable events and will be trued-up at the end of the
fiscal year based on actual head count.
Direct Labor Ratio - based on billable hours. This ratio will be determined
annually or monthly based billable hours and may be used to allocate, for
example, certain support services on the same basis as actual legal services are
billed. This ratio will be determined annually based on annual plan billable
hours and will be adjusted for any known and reasonably quantifiable events and
will be trued-up at the end of the fiscal year based on actual billable hours.
Client Unit Usage Ratio - based on the actual unit/usage that is utilized by the
applicable Recipients. This factor will be determined annually based on
units/usage utilized at the end of the previous fiscal year and may be adjusted
for any known and reasonably quantifiable events, or at such time as may be
required due to significant changes and will be trued-up at the end of the
fiscal year based on actual units/usage utilized.
Square Footage Ratio -based on actual square footage used by the applicable
Recipients. This factor will be determined annually based on square footage
utilized at the end of the previous fiscal year and may be adjusted for any
known and reasonably quantifiable events, or at such time as may be required due
to significant changes and will be trued-up at the end of the fiscal year based
on actual square footage utilized.
Composite Ratio - The Service Company utilizes a three-factor allocation formula
to allocate corporate governance costs among the business units. That factor
utilizes assets (weighted at 40%), gross margin (weighted at 40%) and head count
(weighted at 20%). CenterPoint's revenues shall be deemed to include any
dividends received from subsidiary companies; CenterPoint's assets shall be
deemed to include investments in subsidiary companies and persons who are
corporate officers of CenterPoint shall be deemed to be employees of
CenterPoint. This ratio will be determined annually based on annual plan gross
margin, employees, and assets, and will be adjusted for any known and reasonably
quantifiable events and will be trued-up at the end of the fiscal year based on
actual gross margin, employees and assets.
Page 50 of 52
ANNUAL REPORT OF CENTERPOINT ENERGY SERVICE COMPANY, LLC
ANNUAL STATEMENT OF COMPENSATION FOR USE OF CAPITAL BILLED
For the Period Ended December 31, 2004
The following annual statement was supplied to each associate company in
support of the amount of compensation for use of capital billed during 2004:
In accordance with Instruction 01-12 of the Securities and Exchange
Commission's Uniform System of Accounts for Mutual Service Companies and
Subsidiary Service Companies, CenterPoint Energy Service Company, LLC (CESC)
submits the following information on the billing of interest on borrowed funds
to associated companies for the year 2004:
A. Amount of interest billed to associate companies is contained on page
24, Analysis of Billing.
B. The Service Company interest rate is based on the weighted average
pre-tax cost of capital. Service Company's assets are assigned to
specific services. Interest is billed to the associate companies
through a bundled service rate.
Page 51 of 52
ANNUAL REPORT OF CENTERPOINT ENERGY SERVICE COMPANY, LLC
SIGNATURE CLAUSE
Pursuant to the requirements of the Public Utility Holding Company Act of
1935 and the rules and regulations of the Securities and Exchange Commission
issued thereunder, the undersigned company has duly caused this report to be
signed on its behalf by the undersigned officer thereunto duly authorized.
CENTERPOINT ENERGY SERVICE COMPANY, LLC
(Name of Reporting Company)
By: /s/ Walter L. Fitzgerald
------------------------------------
(Signature of Signing Officer)
Walter L. Fitzgerald, Vice President
and Controller
(Printed Name and Title of Signing
Officer)
Date: May 2, 2005
Page 52 of 52