##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2006
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from to
 Commission File Number 333-91093
 CenterPoint Energy Transition Bond Company, LLC
 (Exact name of registrant as specified in its charter)
 Delaware(State or other jurisdiction of incorporation 
or organization)
    
    76-0624152(I.R.S. Employer Identification Number)1111 Louisiana, Suite 4667
Houston, Texas 77002(Address and zip code of principal executive offices)
    
    (713) 207-8272(Registrants telephone number, including area code)
 Securities registered pursuant to Section 12(b) of the Act:
 Securities registered pursuant to Section 12(g) of the Act:
 The registrant meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K
and is therefore filing this Form 10-K with the reduced disclosure format.
 o þ
 o þ
 þ o
 þ
  o o þ
 o þ




---



##### 



CenterPoint Energy Transition Bond Company, LLC
 TABLE OF CONTENTS
 PART IItem 1. Business
    
    
    1Item 1A. Risk Factors
    
    
    3Item 1B. Unresolved Staff Comments
    
    
    12Item 2. Properties
    
    
    12Item 3. Legal Proceedings
    
    
    12Item 4. Submission of Matters to a Vote of Security Holders
    
    
    12PART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
    
    
    13Item 6. Selected Financial Data
    
    
    13Item 7. Managements Narrative Analysis of Results of Operations
    
    
    13Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    14Item 8. Financial Statements and Supplementary Data
    
    
    15Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    23Item 9A. Controls and Procedures
    
    
    23Item 9B. Other Information
    
    
    23PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    23Item 11. Executive Compensation
    
    
    23Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
    
    
    23Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    23Item 14. Principal Accountant Fees and Services
    
    
    24PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    24Semiannaul Servicer's CertificateSection 302 Certification of Gary L. WhitlockSection 302 Certification of Marc KilbrideSection 906 Certification of Gary L. WhitlockSection 906 Certification of Marc Kilbride
  i




---



##### Table of Contents



CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
    
    
    state and federal legislative and regulatory actions or developments, including
deregulation, re-regulation, changes in or application of laws or regulations applicable to
other aspects of our business;
    
    changes in market demand and demographic patterns;
    
    weather variations and other natural phenomena affecting retail electric customer energy usage;
    
    the operating performance of CenterPoint Energy Houston Electric, LLCs
(CenterPoint Houston) facilities and third-party suppliers of electric energy in
CenterPoint Houstons service territory;
    
    the accuracy of the servicers forecast of electrical consumption or the payment of transition charges;
    
    non-payment of transition charges by retail electric providers;
    
    the reliability of the systems, procedures and other infrastructure necessary
to operate the retail electric business in CenterPoint Houstons service territory,
including the systems owned and operated by the independent system operator in the Electric
Reliability Council of Texas, Inc.; and
    
    other factors we discuss in this Form 10-K and our other Securities and
Exchange Commission filings.
  ii




---



##### Table of Contents



PART I
 
 Item 1. Business
 General
  
    
    purchasing and owning transition property, as described below, established by a
financing order from the Public Utility Commission of Texas (Texas Utility Commission) and
other transition bond collateral;
    
    registering and issuing the transition bonds;
    
    pledging our interest in transition property and other transition bond
collateral to the trustee pursuant to the terms of the indenture governing the transition
bonds in order to secure the transition bonds;
    
    making payments on the transition bonds; and
    
    performing other activities that are necessary, suitable or convenient to accomplish these purposes.
    Transition Property
  
    
    certain of CenterPoint Houstons generation-related regulatory assets, as
determined in the financing order; and
    
    certain costs of issuing, supporting and servicing the transition bonds.
 1




---



##### Table of Contents




    
    make timely interest and principal payments on the transition bonds;
    
    pay fees and expenses of the trustee, our independent managers, the
administrator and the servicer, and other fees, expenses, costs and charges;
    
    reconcile the retail electric provider payments, net of expected charge-offs
for delinquent customer accounts; and
    
    fund the various subaccounts required by the transition bond indenture to their
required levels.
  2




---



##### Table of Contents



Item 1A. Risk Factors
 Material payment delays or a loss on investments in the transition bonds may occur because the
source of funds for payment is limited .
  
    
    the right to impose, collect and receive related transition charges;
    
    the funds on deposit in the accounts held by the trustee;
    
    our rights under various contracts; and
    
    the credit enhancement.
  Risks Associated with Potential Judicial, Legislative or Regulatory Actions
 Future judicial action could reduce the value of the transition bonds.
   The federal government might preempt the Restructuring Act without full compensation.
   3




---



##### Table of Contents



Future state legislative action could reduce the value of the transition bonds.
   The Texas Utility Commission might take actions that could reduce the value of the transition
bonds.
   Servicing Risks
 Inaccurate consumption forecasting or unanticipated delinquencies or charge-offs might reduce
scheduled payments on the transition bonds.
   4




---



##### Table of Contents



We depend on CenterPoint Houston or its successor or assignee, acting as servicer of the transition
property.
  If we replace CenterPoint Houston as the servicer, we may experience difficulties finding and using
a replacement servicer.
  It might be difficult to collect transition charges from retail electric providers.
     5




---



##### Table of Contents



Competitive metering services might result in unexpected problems in receiving accurate metering
data.
  Changes to billing and collection practices might reduce the value of the transition bonds.
  Limits on rights to terminate service might make it more difficult to collect the transition
charges.
  6




---



##### Table of Contents



Future adjustments to transition charges by customer class might result in insufficient
collections.
  Risks Associated with the Unusual Nature of the Transition Property
 We will not receive transition charges in respect of electric service provided more than 15 years
from the date of issuance of the transition bonds.
  Foreclosure of the trustees lien on the transition property might not be practical, and
acceleration of the transition bonds before maturity might have little practical effect.
  Risks Associated with Potential Bankruptcy Proceedings of CenterPoint Houston or a Successor
Servicer
 The servicer will commingle the transition charges with other revenues it collects, which might
obstruct access to the transition charges in case of the servicers bankruptcy and reduce the value
of the transition bonds.
    7




---



##### Table of Contents



The bankruptcy of CenterPoint Houston, as seller of the transition property, might result in losses
or delays in payments on the transition bonds.
  
    
    the rights and interests of a selling utility under a financing order, including the
right to impose, collect and receive transition charges, are contract rights of the
seller;
    
    the seller may make a present transfer of its rights under a financing order,
including the right to impose, collect and receive future transition charges that
retail customers do not yet owe;
    
    upon the transfer to us, the rights became transition property, and transition
property constitutes a present property right, even though the imposition and
collection of transition charges depend on further acts that have not yet occurred; and
    
    a transfer of the transition property from the seller, or its affiliate, to us that
expressly states the transfer is a sale or other absolute transfer is a true sale of
the transition property, not a pledge of the transition property to secure a financing
by the seller.
    
    
    without permission from the bankruptcy court, the trustee might be prevented from
taking actions against CenterPoint Houston or recovering or using funds on behalf of
bondholders or replacing CenterPoint Houston as the servicer;
    
    the bankruptcy court might order the trustee to exchange the transition property for
other property, of lower value;
    
    tax or other government liens on CenterPoint Houstons property might have priority
over the trustees lien and might be paid from collected transition charges before
payments on the transition bonds;
    
    the trustees lien might not be properly perfected in the collected transition
property collections prior to or as of the date of CenterPoint Houstons bankruptcy,
with the result that the transition bonds would represent only general unsecured claims
against CenterPoint Houston;
    
    the bankruptcy court might rule that neither our property interest nor the trustees
lien extends to transition charges in respect of electricity consumed after the
commencement of CenterPoint Houstons bankruptcy case, with the result that the
transition bonds would represent only general unsecured claims against CenterPoint
Houston;
 8




---



##### Table of Contents




    
    we and CenterPoint Houston might be relieved of any obligation to make any payments
on the transition bonds during the pendency of the bankruptcy case and might be
relieved of any obligation to pay interest accruing after the commencement of the
bankruptcy case;
    
    CenterPoint Houston might be able to alter the terms of the transition bonds as part
of its plan of reorganization;
    
    the bankruptcy court might rule that the transition charges should be used to pay,
or that we should be charged for, a portion of the cost of providing electric service;
or
    
    the bankruptcy court might rule that the remedy provisions of the transition
property sale agreement are unenforceable, leaving us with an unsecured claim for
actual damages against CenterPoint Houston that may be difficult to prove or, if
proven, to collect in full.
  The sale of the transition property might be construed as a financing and not a sale in a case of
CenterPoint Houstons bankruptcy which might delay or limit payments on the transition bonds.
  If the servicer enters bankruptcy proceedings, the collections of the transition charges held by
the servicer as of the date of bankruptcy might constitute preferences, which means these funds
might be unavailable to pay amounts owing on the transition bonds.
  9




---



##### Table of Contents



Claims against CenterPoint Houston might be limited in the event of its bankruptcy.
  The bankruptcy of CenterPoint Houston might limit the remedies available to the trustee.
  Risks Associated with Potential Bankruptcy Proceedings of Retail Electric Providers
 Retail electric providers may commingle the transition charges with other revenues they collect.
This may cause losses on or reduce the value of the transition bonds in the event a retail electric
provider enters bankruptcy proceedings.
   10




---



##### Table of Contents



If a retail electric provider enters bankruptcy proceedings, any cash deposit of the retail
electric provider held by the trustee might not be available to cover amounts owed by the retail
electric provider.
  If a retail electric provider enters bankruptcy proceedings, transition charge payments made by
that retail electric provider to the servicer might constitute preferences, and the servicer may be
required to return such funds to the bankruptcy estate of the retail electric provider.
   Other Risks Associated with an Investment in the Transition Bonds
 We may incur expenses in excess of caps on such expenses provided in the financing order.
  CenterPoint Houstons indemnification obligations under the transition property sale and servicing
agreements are limited and might not be sufficient to protect the value of the transition bonds.
  11




---



##### Table of Contents



CenterPoint Houstons ratings might affect the market value of the transition bonds.
  Technological change might make alternative energy sources more attractive in the future.
  Bondholders might receive principal payments on the transition bonds later than expected.
  
 Item 1B. Unresolved Staff Comments.
  
 Item 2. Properties
  
 Item 3. Legal Proceedings
  
 Item 4. Submission of Matters to a Vote of Security Holders
  12




---



##### Table of Contents



PART II
 
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
 Sale of Unregistered Securities
 Restricted Payments
 Bondholders
 
 Item 6. Selected Financial Data
  
 Item 7. Managements Narrative Analysis of Results of Operations
     13




---



##### Table of Contents



Item 7A. Quantitative and Qualitative Disclosures About Market Risk
  14




---



##### Table of Contents



Item 8. Financial Statements and Supplementary Data
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     
 15




---



##### Table of Contents



CENTERPOINT ENERGY TRANSITION BOND COMPANY, LLC
 STATEMENTS OF INCOME
AND CHANGES IN MEMBERS EQUITY
 Year Ended December 31,2004
    
    
    2005
    
    
    2006(in thousands)Revenues:Transition charge revenue
    
    $
    74,929
    
    
    $
    99,754
    
    
    $
    79,203Investment income :
    
    
    270
    
    
    
    935
    
    
    
    1,616Total operating revenues
    
    
    75,199
    
    
    
    100,689
    
    
    
    80,819Expenses:Interest expense
    
    
    36,510
    
    
    
    34,815
    
    
    
    32,621Amortization of transition property
    
    
    35,034
    
    
    
    61,827
    
    
    
    46,365Amortization of transition bond discount and issuance costs
    
    
    1,457
    
    
    
    1,229
    
    
    
    1,000Administrative and general expenses
    
    
    2,198
    
    
    
    2,818
    
    
    
    833Total operating expenses
    
    
    75,199
    
    
    
    100,689
    
    
    
    80,819Net Income
    
    
    
    
    
    
    
    
    
    
    Members Equity at Beginning of the Year
    
    
    3,745
    
    
    
    3,745
    
    
    
    3,745Contributed Capital
    
    
    
    
    
    
    
    
    
    
    Members Equity at the End of the Year
    
    $
    3,745
    
    
    $
    3,745
    
    
    $
    3,745
  16




---



##### Table of Contents



CENTERPOINT ENERGY TRANSITION BOND COMPANY, LLC
 BALANCE SHEETS
 December 31,2005
    
    
    2006(in thousands)ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    38,377
    
    
    $
    32,119Restricted funds
    
    
    7,336
    
    
    
    15,392Transition charge receivable
    
    
    11,070
    
    
    
    9,616Current Assets
    
    
    56,783
    
    
    
    57,127Intangible transition property
    
    
    585,343
    
    
    
    538,978Unamortized debt issuance costs
    
    
    4,241
    
    
    
    3,236Total Assets
    
    $
    646,367
    
    
    $
    599,341LIABILITIES AND MEMBERS EQUITYCurrent Liabilities:Current portion of long-term debt
    
    $
    54,295
    
    
    $
    59,912Accrued interest
    
    
    9,959
    
    
    
    9,198Customer deposits
    
    
    3,545
    
    
    
    11,582Fees payable to servicer
    
    
    178
    
    
    
    176Current Liabilities
    
    
    67,977
    
    
    
    80,868Long-term debt:Transition bonds, net of unamortized discount of $0.2 million
    
    
    574,645
    
    
    
    514,728Total Liabilities
    
    
    642,622
    
    
    
    595,596Members Equity:Contributed capital
    
    
    3,745
    
    
    
    3,745Retained earnings
    
    
    
    
    
    
    Total Members Equity
    
    
    3,745
    
    
    
    3,745Total Liabilities and Members Equity
    
    $
    646,367
    
    
    $
    599,341
  17




---



##### Table of Contents



CENTERPOINT ENERGY TRANSITION BOND COMPANY, LLC
 STATEMENTS OF CASH FLOWS
 Year Ended December 31,2004
    
    
    2005
    
    
    2006(in thousands)Cash Flows from Operating Activities:Net income
    
    $
    
    
    
    $
    
    
    
    $
    Adjustment for non-cash items:Amortization of transition bond discount and issuance costs
    
    
    1,457
    
    
    
    1,229
    
    
    
    1,000Amortization of transition property
    
    
    35,034
    
    
    
    61,827
    
    
    
    46,365Changes in other assets and liabilities:Transition charge receivable
    
    
    (3,855
    )
    
    
    1,913
    
    
    
    1,454Accrued interest
    
    
    (466
    )
    
    
    (542
    )
    
    
    (761
    )Customer deposits
    
    
    313
    
    
    
    1,355
    
    
    
    8,037Fees payable to servicer
    
    
    (1
    )
    
    
    19
    
    
    
    (2
    )Net cash provided by operating activities
    
    
    32,482
    
    
    
    65,801
    
    
    
    56,093Cash Flows from Investing Activities:Restricted funds
    
    
    2,156
    
    
    
    (3,862
    )
    
    
    (8,056
    )Net cash provided by (used in) investing activities
    
    
    2,156
    
    
    
    (3,862
    )
    
    
    (8,056
    )Cash Flows from Financing Activities:Payments of long-term debt
    
    
    (41,189
    )
    
    
    (46,806
    )
    
    
    (54,295
    )Net cash used in financing activities
    
    
    (41,189
    )
    
    
    (46,806
    )
    
    
    (54,295
    )Net Increase (Decrease) in Cash and Cash Equivalents
    
    
    (6,551
    )
    
    
    15,133
    
    
    
    (6,258
    )Cash and Cash Equivalents, Beginning of Year
    
    
    29,795
    
    
    
    23,244
    
    
    
    38,377Cash and Cash Equivalents, End of Year
    
    $
    23,244
    
    
    $
    38,377
    
    
    $
    32,119Supplemental Disclosure of Cash Flow Information:Cash Payments:Interest
    
    $
    36,976
    
    
    $
    35,357
    
    
    $
    33,382
  18




---



##### Table of Contents



CENTERPOINT ENERGY TRANSITION BOND COMPANY, LLC
 NOTES TO FINANCIAL STATEMENTS
 (1) Background and Basis of Presentation
      (2) Significant Accounting Policies
 Use of Estimates
 19




---



##### Table of Contents



Regulation and Regulatory Assets and Liabilities.
 Cash and Cash Equivalents/Restricted Funds .
 
    
    The General Subaccount is comprised of collections of transition charges and
interest earned from short term investments. These amounts accumulate in the General
Subaccount until they are transferred from the General Subaccount on each transition bond
payment date. The General Subaccount had a balance of $24.9 million at December 31, 2006.
    
    The Reserve Subaccount is maintained for the purpose of holding any transition
charges and investment earnings (other than investment earnings on amounts in the Capital
Subaccount) not otherwise used on the payment dates of the transition bonds for payment of
principal, interest, fees or expenses, or for funding the Capital Subaccount or the
Overcollateralization Subaccount. The Reserve Subaccount had a balance of $5.6 million at
December 31, 2006.
    
    The Overcollateralization Subaccount has a target funding level of
approximately $3.7 million (0.5% of the initial principal amount of the transition bonds),
and funding is scheduled to occur ratably over the life of the transition bonds. The
trustee may draw from this subaccount if the General Subaccount and Reserve Subaccount are
not sufficient on any payment date to make scheduled payments on the transition bonds and
payments of certain fees and expenses. The Overcollateralization Subaccount had a balance
of $1.6 million at December 31, 2006 with a scheduled level of $1.6 million.
    
    The Capital Subaccount received a deposit of approximately $3.7 million (0.5%
of the initial principal amount of the transition bonds) on the date of issuance of the
transition bonds. CenterPoint Houston contributed this amount to the Company. If amounts
available in the General, Reserve and Overcollateralization Subaccounts are not sufficient
on any payment date to make scheduled payments on the transition bonds and payments of
certain fees and expenses, the trustee will draw on amounts in the Capital Subaccount. As
of December 31, 2006, the Capital Subaccount had a balance of $3.8 million and is
classified as Restricted Funds in the Balance Sheets.
  Debt Issuance Costs.
 Transition Charges.
 20




---



##### Table of Contents



2001
    
    2002
    
    2003
    
    2004
    
    2005
    
    2006January
    
    $
    
    
    
    $
    4,584
    
    
    $
    4,902
    
    
    $
    4,652
    
    
    $
    6,159
    
    
    $
    5,729February
    
    
    
    
    
    
    3,997
    
    
    
    4,693
    
    
    
    4,554
    
    
    
    7,804
    
    
    
    5,082March
    
    
    
    
    
    
    4,297
    
    
    
    4,698
    
    
    
    5,798
    
    
    
    8,136
    
    
    
    5,916April
    
    
    
    
    
    
    5,144
    
    
    
    4,986
    
    
    
    4,808
    
    
    
    6,582
    
    
    
    5,799May
    
    
    
    
    
    
    3,678
    
    
    
    4,236
    
    
    
    3,754
    
    
    
    7,028
    
    
    
    5,176June
    
    
    
    
    
    
    5,805
    
    
    
    5,378
    
    
    
    6,258
    
    
    
    7,952
    
    
    
    7,398July
    
    
    
    
    
    
    5,892
    
    
    
    6,195
    
    
    
    6,039
    
    
    
    8,481
    
    
    
    7,792August
    
    
    
    
    
    
    7,091
    
    
    
    5,948
    
    
    
    6,668
    
    
    
    10,429
    
    
    
    8,785September
    
    
    
    
    
    
    7,195
    
    
    
    6,359
    
    
    
    7,217
    
    
    
    10,164
    
    
    
    7,942October
    
    
    2
    
    
    
    8,799
    
    
    
    6,403
    
    
    
    6,137
    
    
    
    9,619
    
    
    
    7,423November
    
    
    414
    
    
    
    6,119
    
    
    
    4,667
    
    
    
    7,055
    
    
    
    9,788
    
    
    
    7,253December
    
    
    1,937
    
    
    
    5,390
    
    
    
    5,516
    
    
    
    6,528
    
    
    
    7,273
    
    
    
    6,073
 Amortization.
 Income Taxes .
 (3) Long-Term Debt
    21




---



##### Table of Contents



Scheduled
    
    
    
    Interest
    
    AmountClass
    
    Final Payment Date
    
    Final Maturity Date
    
    Rate
    
    (in millions)A-2
    
    September 15, 2007
    
    September 15, 2009
    
    4.76 %
    
    $
    58.9A-3
    
    September 15, 2009
    
    September 15, 2011
    
    5.16 %
    
    
    130.0A-4
    
    September 15, 2013
    
    September 15, 2015
    
    5.63 %
    
    
    385.9574.8Less: Current Maturities (scheduled payments)
    
    
    
    
    (59.9
    )Less: Unamortized Discount
    
    
    
    
    (0.2
    )Total Long-Term Debt, net
    
    
    
    $
    514.7
  Class A-1
    
    Class A-2
    
    Class A-3
    
    Class A-4Scheduled
    
    Actual
    
    Scheduled
    
    Actual
    
    Scheduled
    
    Actual
    
    Scheduled
    
    ActualMarch 15, 2002
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    September 15, 2002
    
    
    13,106
    
    
    
    13,106
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    March 15, 2003
    
    
    6,366
    
    
    
    6,366
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    September 15, 2003
    
    
    12,357
    
    
    
    12,357
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    March 15, 2004
    
    
    14,004
    
    
    
    14,004
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    September 15, 2004
    
    
    27,185
    
    
    
    27,185
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    March 15, 2005
    
    
    15,914
    
    
    
    15,914
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    September 15, 2005
    
    
    26,068
    
    
    
    26,068
    
    
    
    4,824
    
    
    
    4,824
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    March 15, 2006
    
    
    
    
    
    
    
    
    
    
    18,460
    
    
    
    18,460
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    September 15, 2006
    
    
    
    
    
    
    
    
    
    
    35,835
    
    
    
    35,835
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    March 15, 2007
    
    
    
    
    
    
    
    
    
    
    20,370
    
    
    
    20,370
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
   (4) Significant Agreements and Related Party Transactions
   22




---



##### Table of Contents



Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
  
 Item 9A. Controls and Procedures
   
 Item 9B. Other Information
  
 PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
  
 Item 11. Executive Compensation
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
  
 Item 13. Certain Relationships and Related Transactions, and Director Independence
  23




---



##### Table of Contents



Item 14. Principal Accountant Fees and Services
 Year Ended December 31,2005
    
    
    2006Audit fees
    
    $
    21,300
    
    
    $
    24,000Audit-related fees (1)
    
    
    22,000
    
    
    
    24,000Total audit and audit-related fees
    
    
    43,300
    
    
    
    48,000Tax fees
    
    
    
    
    
    
    All other fees
    
    
    
    
    
    
    Total fees
    
    $
    43,300
    
    
    $
    48,000
 
 (1)
    
    Agreed upon procedures related to securitization financing. 
 PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
  1.
    
    Financial Statements.
 
 2.
    
    Financial Statement Schedules.
  3.
    
    Exhibits.
  24




---



##### Table of Contents



SIGNATURES
  CENTERPOINT ENERGY TRANSITION BOND COMPANY, LLC
(Registrant)By:

/s/ Marc KilbrideMarc KilbrideManager  Signature
    
    Title/s/ Gary L. Whitlock

(Gary L. Whitlock)
    
    President and Manager
(Principal Executive Officer)/s/ Marc Kilbride

(Marc Kilbride)
    
    Vice President, Treasurer and Manager
(Principal Financial Officer)/s/ James S. Brian

(James S. Brian)
    
    Manager
(Principal Accounting Officer)/s/ Bernard J. Angelo

(Bernard J. Angelo)
    
    Manager/s/ Andrew L. Stidd

(Andrew L. Stidd)
    
    Manager
 25




---



##### Table of Contents



CENTERPOINT ENERGY TRANSITION BOND COMPANY, LLC
 EXHIBITS TO THE ANNUAL REPORT ON FORM 10-K
For Fiscal Year Ended December 31, 2006
 
 INDEX TO EXHIBITS
  Report or Registration
    
    SEC File orExhibit Number
    
    Description
    
    Statement
    
    Registration Number
    
    
    Exhibit References4.1
    
    Amended and Restated
Certificate of
Formation of Reliant
Energy Transition Bond
Company LLC
    
    Current Report on
Form 8-K filed with
the SEC on October
23, 2001
    
    333-91093
    
    
    4.74.2
    
    Amended and Restated
Limited Liability
Company Agreement
    
    Current Report on
Form 8-K filed with
the SEC on October
23, 2001
    
    333-91093
    
    
    4.34.3
    
    Indenture
    
    Current Report on
Form 8-K filed with
the SEC on October
23, 2001
    
    333-91093
    
    
    4.44.4
    
    Supplemental Indenture
    
    Current Report on
Form 8-K filed with
the SEC on October
23, 2001
    
    333-91093
    
    
    4.54.5
    
    Transition Bonds
(included in Exhibit
4.3)
    
    Current Report on
Form 8-K filed with
the SEC on October
23, 2001
    
    333-91093
    
    
    4.610.1
    
    Sale Agreement
    
    Current Report on
Form 8-K filed with
the SEC on October
23, 2001
    
    333-91093
    
    
    10.110.2
    
    Servicing Agreement
    
    Current Report on
Form 8-K filed with
the SEC on October
23, 2001
    
    333-91093
    
    
    10.210.3
    
    Administration Agreement
    
    Current Report on
Form 8-K filed with
the SEC on October
23, 2001
    
    333-91093
    
    
    10.310.4
    
    Intercreditor Agreement
    
    Current Report on
Form 8-K filed with
the SEC on October
23, 2001
    
    333-91093
    
    
    10.410.5
    
    Semiannual servicers
Certificate, dated as
of March 14, 2006, as
to the transition bond
balances, the balances
of the collection
account and its
sub-accounts, and
setting forth
transfers and payments
to be made on the
March 15, 2006 payment
date
    
    Form 10-Q for the
quarterly period
ended March 31, 2006
    
    333-91093
    
    
    10.110.6
    
    Semiannual servicers
Certificate, dated as
of September 14, 2006,
as to the transition
bond balances, the
balances of the
collection account and
    
    Form 10-Q for the
quarterly period
ended September 30,
2006
    
    333-91093
    
    
    10.1
 26




---



##### Table of Contents



Report or Registration
    
    SEC File orExhibit Number
    
    Description
    
    Statement
    
    Registration Number
    
    
    Exhibit Referencesits sub-accounts, and
setting forth
transfers and payments
to be made on the
September 15, 2006
payment date+10.7
    
    Semiannual Servicers
Certificate, dated as
of March 14, 2007, as
to the transition bond
balances, the balances
of the collection
account and its
sub-accounts, and
setting forth
transfers and payments
to be made on the
March 15, 2007 payment
date+31.1
    
    Section 302
Certification of Gary
L. Whitlock+31.2
    
    Section 302
Certification of Marc
Kilbride+32.1
    
    Section 906
Certification of Gary
L. Whitlock+32.2
    
    Section 906
Certification of Marc
Kilbride99.1
    
    Financing Order
    
    Amendment No. 3 to
the Companys
Registration
Statement on Form S-3
filed with the SEC on
September 7, 2001
    
    333-91093
    
    
    99.199.2
    
    Internal Revenue
Service Private Letter
Ruling relating to the
transition bonds
    
    Amendment No. 2 to
the Companys
Registration
Statement on Form S-3
filed with the SEC on
August 30, 2001
    
    333-91093
    
    
    99.299.3
    
    State of Texas
Comptroller of Public
Accounts rulings
relating to the
transition bonds
    
    Amendment No. 2 to
the Companys
Registration
Statement on Form S-3
filed with the SEC on
August 30, 2001
    
    333-91093
    
    
    99.3
 27