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  **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 333-121505****CenterPoint Energy Transition Bond Company II, LLC***(Exact name of registrant as specified in its charter)*   **Delaware** **59-3790472***(State or other jurisdiction of incorporation* *(I.R.S. Employer Identification Number)**or organization)*     **1111 Louisiana, Suite 4655B**  **Houston, Texas 77002** **(713) 207-5222***(Address and zip code of principal executiveoffices)* *(Registrant’s telephone number, including area code)***Securities registered pursuant to Section 12(b) of the Act:**None**Securities registered pursuant to Section 12(g) of the Act:**None**The registrant meets the conditions set forth in General Instruction I(1)(a) and (b) of Form10-K and is therefore filing this Form 10-K with the reduced disclosure format.**     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined inRule 405 of the Securities Act. Yes o     No þ     Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section 15(d) of the Act. Yes o     No þ     Indicate by check mark whether the registrant: (1) has filed all reports required to be filedby Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (orfor such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. Yes þ     No o     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of RegulationS-K is not contained herein and will not be contained, to the best of the registrant’s knowledge,in definitive proxy or information statements incorporated by reference in Part III of this Form10-K or any amendment to this Form 10-K. þ     Indicate by check mark whether the registrant is a large accelerated filer, an acceleratedfiler, or a non-accelerated filer. See definition of “accelerated filer and large acceleratedfiler” in Rule 12b-2 of the Exchange Act. (Check one):Large accelerated filer o          Accelerated filer o          Non-accelerated filer þ     Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 ofthe Act). Yes o     No þ     The aggregate market value of the member’s equity held by non-affiliates of the registrantas of June 30, 2006: None  
 

 
**CenterPoint Energy Transition Bond Company II, LLC****TABLE OF CONTENTS**          PART I           Item 1. Business  1 Item 1A. Risk Factors  3 Item 1B. Unresolved Staff Comments  13 Item 2. Properties  13 Item 3. Legal Proceedings  13 Item 4. Submission of Matters to a Vote of Security Holders  13           PART II           Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities  13 Item 6. Selected Financial Data  14 Item 7. Management’s Narrative Analysis of Results of Operations  14 Item 7A. Quantitative and Qualitative Disclosures About Market Risk  15 Item 8. Financial Statements and Supplementary Data  16 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure  24 Item 9A. Controls and Procedures  24 Item 9B.  Other Information  24          PART III           Item 10.  Directors, Executive Officers and Corporate Governance  24 Item 11. Executive Compensation  24 Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters  24 Item 13. Certain Relationships and Related Transactions, and Director Independence  24 Item 14. Principal Accountant Fees and Services  24           PART IV           Item 15.  Exhibits and Financial Statement Schedules  25  Semiannual Servicer's Certificate Section 302 Certification of Gary L. Whitlock Section 302 Certification of Marc Kilbride Section 906 Certification of Gary L. Whitlock Section 906 Certification of Marc Kilbride
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**CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION**     From time to time we make statements concerning our expectations, beliefs, plans, objectives,goals, strategies, future events or performance and underlying assumptions and other statementsthat are not historical facts. These statements are forward-looking statements within the meaningof the Private Securities Litigation Reform Act of 1995. Actual results may differ materially fromthose expressed or implied by these statements. In some cases, you can identify our forward-lookingstatements by the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”“forecast,” “goal,” “intend,” “may,” “objective,” “plan,” “potential,” “predict,” “projection,”“should,” “will,” or other similar words.     We have based our forward-looking statements on our management’s beliefs and assumptions basedon information available to our management at the time the statements are made. We caution you thatassumptions, beliefs, expectations, intentions and projections about future events may and often dovary materially from actual results. Therefore, we cannot assure you that actual results will notdiffer materially from those expressed or implied by our forward-looking statements.     The following list identifies some of the factors that could cause actual results to differfrom those expressed or implied by our forward-looking statements: **•** state and federal legislative and regulatory actions or developments, includingderegulation, re-regulation, changes in or application of laws or regulations applicable toother 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 inCenterPoint 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 necessaryto operate the retail electric business in CenterPoint Houston’s service territory,including the systems owned and operated by the independent system operator in the ElectricReliability Council of Texas, Inc.; and  **•** other factors we discuss in this Form 10-K and our other Securities andExchange Commission filings.     You should not place undue reliance on forward-looking statements. Each forward-lookingstatement speaks only as of the date of the particular statement.
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**PART I****Item 1. Business**     **General**     We are a special purpose Delaware limited liability company whose sole member is CenterPointEnergy Houston Electric, LLC (CenterPoint Houston). We were organized on December 3, 2004, andamended and restated our certificate of formation and limited liability company agreement onDecember 14, 2005 and December 16, 2005, respectively. Our principal purposes are: **•** purchasing and owning transition property, as described below, established by afinancing order from the Public Utility Commission of Texas (Texas Utility Commission) andother transition bond collateral;  **•** registering and issuing the transition bonds;  **•** pledging our interest in transition property and other transition bondcollateral to the trustee pursuant to the terms of the indenture governing the transitionbonds 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.     Our organizational documents require us to operate in a manner designed to avoid consolidationwith the bankruptcy estate of CenterPoint Houston in the event CenterPoint Houston becomes subjectto such a proceeding.     We have no employees and have entered into a servicing agreement with CenterPoint Houston, asservicer. Pursuant to the servicing agreement, the servicer will manage, service, administer andmake collections in respect of the transition property. In addition, we have entered into anadministration agreement with CenterPoint Houston pursuant to which CenterPoint Houston providesadministrative services to us.     We purchased the transition property described below and issued $1.851 billion of SeniorSecured Transition Bonds Series A (transition bonds) on December 16, 2005, with interest ratesranging from 4.84 percent to 5.302 percent and final maturity dates ranging from February 2011 toAugust 2020. The specific interest rate and maturity of each class of transition bonds isdisclosed in Note 3 of the notes to financial statements included in Item 8 of this Form 10-K. Thetransition bonds were issued pursuant to an indenture between us and Wilmington Trust Company, astrustee.     **Transition Property**     The transition property that we purchased from CenterPoint Houston includes the irrevocableright to impose, collect and receive, through the transition charges payable by retail electriccustomers within CenterPoint Houston’s certificated service area as it existed on May 1, 1999, anamount sufficient to recover the qualified costs authorized in the financing order issued by theTexas Utility Commission dated May 16, 2005 (financing order) approving the issuance of thetransition bonds including the right to receive transition charges in amounts and at timessufficient to pay principal and interest and to make other deposits in connection with thetransition bonds. All revenues and collections resulting from transition charges are part of thetransition property. CenterPoint Houston’s qualified costs authorized in the financing orderinclude: **•** CenterPoint Houston’s stranded cost balance as of August 31, 2004, which is an amountassociated with the transition to competitive retail electric markets in Texas determinedby the Texas Utility Commission to be recoverable under the Texas Electric Choice Plan,plus:
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 **•** “excess mitigation” credits provided on the bills of retail electric customers (asrequired by prior order of the Texas Utility Commission) from August 31, 2004 through thedate the transition bonds are issued or the date of the termination of such excessmitigation credits, whichever is earlier; and  **•** interest on stranded costs accrued from August 31, 2004 through the date thetransition bonds are issued;  **•** costs of issuing, supporting and servicing the transition bonds; and  **•** any costs of retiring and refunding CenterPoint Houston’s existing debt and equitysecurities in connection with the issuance of the transition bonds (excluding costs ofretiring or refunding debt or equity securities held by an affiliate of CenterPointHouston).     We purchased the transition property from CenterPoint Houston with the proceeds from theissuance of $1.851 billion principal amount of transition bonds. The servicer will bill andcollect transition charges allocable to the transition bonds from retail electric providers, whichare entities certified under state law that provide electricity and related services to retailelectric customers within CenterPoint Houston’s service territory, and will remit the collectionsto Deutsche Bank Trust Company Americas, as the trustee’s administrative agent. The retail electricproviders will in turn bill and collect the transition charges from retail electric customers inCenterPoint Houston’s service territory. Each retail electric provider includes the transitioncharges in its bill to its retail electric customers but is not required to show the transitioncharges as a separate line item or footnote. However, each retail electric provider is required toprovide annual written notice to its customers that transition charges have been included in thecustomers’ bills. Each retail electric provider is required to pay the transition charges on orbefore the 35th day after it receives the bill from the servicer, less an agreed allowance forexpected uncollectible amounts, whether or not the retail electric provider has collected allamounts owed to it by its retail electric customers. Prior to the date on which the retail electricprovider remits the transition charges to the servicer, the transition charges may be commingledwith the retail electric provider’s other funds. The servicer has only limited rights to collectthe transition charges directly from retail electric customers if a retail electric provider doesnot remit such payments to the servicer but has certain rights against the retail electricprovider. Because the amount of transition charge collections will largely depend on the amount ofelectricity consumed by customers within CenterPoint Houston’s service territory, the amount ofcollections may vary substantially from year to year.     In all material respects, each materially significant retail electric provider (i) has beenbilled in accordance with the financing order, (ii) has made all payments in compliance with therequirements outlined in the financing order, and (iii) has satisfied the creditworthinessrequirements of the financing order.     Credit enhancement for the transition bonds, which includes mandatory periodic review andadjustment to the transition charges to be billed and collected from the retail electric customerswithin CenterPoint Houston’s service territory and the allocation of those charges among thevarious classes of customers, is intended to ensure that sufficient funds are available to makepayments of principal and interest on the transition bonds as scheduled. The servicer is requiredto make a filing with the Texas Utility Commission for an adjustment of transition chargesannually, and semi-annually as necessary, to ensure the expected recovery of amounts sufficient totimely provide payment of scheduled principal and interest on the transition bonds. The amount ofthe adjustment will be determined by using a formula established by the financing order. Theadjustments will be made to correct any undercollections or overcollections and are intended toprovide that the transition charges generate amounts sufficient to: **•** make timely interest and principal payments on the transition bonds;  **•** pay fees and expenses of the trustee, our independent managers, theadministrator and the servicer, and other fees, expenses, costs and charges;  **•** reconcile the actual and expected charge-offs for delinquent customer accountsof the retail electric providers; and  **•** fund the various subaccounts required by the transition bond indenture to theirrequired levels.
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     CenterPoint Houston is required to true up transition charges annually on December 1 incompliance with the financing order. CenterPoint Houston’s first true-up filing to adjusttransition charges was filed with the Texas Utility Commission on November 1, 2006 and becameeffective December 1, 2006. The adjusted transition charges are designed to collect $186.6 millionduring the twelve-month period ending November 30, 2007. This amount reflects an increase of $18.4million to assure funds are available on the payment dates based on the expected timing of revenueand payments.**Item 1A. Risk Factors*****Material payment delays or a loss on investments in the transition bonds may occur because thesource of funds for payment is limited****.*     The only source of funds for payment of transition bonds are our assets, which consist of thetransition property securing the transition bonds, including: **•** 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.     The transition bonds are not a charge on the full faith and credit or taxing power of theState of Texas or any governmental agency or instrumentality, nor are the transition bonds insuredor guaranteed by CenterPoint Houston, including in its capacity as the servicer, or by its ultimateparent, CenterPoint Energy, Inc., any of its affiliates (other than us), the trustee or by anyother person or entity. Thus, holders of transition bonds (bondholders) must rely for payment oftransition bonds solely upon collections of the transition charges, funds on deposit in the relatedaccounts held by the trustee and the credit enhancement described under “Business—TransitionProperty” in Item 1. Our organizational documents restrict our right to acquire other assetsunrelated to the transactions described under “Business—General” in Item 1.**Risks Associated with Potential Judicial, Legislative or Regulatory Actions*****Future judicial action could reduce the value of the transition bonds.***     The transition property is the creation of the 1999 utility restructuring amendments to thePublic Utility Regulatory Act of Texas (Restructuring Act) and the financing order. There isuncertainty associated with investing in bonds payable from an asset that depends for its existenceon legislation because there is limited judicial or regulatory experience implementing andinterpreting the legislation. Because the transition property is a creation of the RestructuringAct, any judicial determination affecting the validity of or interpreting the Restructuring Act,the transition property or our ability to make payments on the transition bonds might have anadverse effect on the transition bonds.     Other states have passed electric utility deregulation laws similar to the Restructuring Act,and some of these laws have been challenged by judicial actions. To date, none of these challengeshas succeeded, but future judicial challenges might be made. An unfavorable decision regardinganother state’s law would not automatically invalidate the Restructuring Act or the financingorder, but it might provoke a challenge to the Restructuring Act, establish a legal precedent for asuccessful challenge to the Restructuring Act or heighten awareness of the political and otherrisks of the transition bonds, and in that way may limit the liquidity and value of the transitionbonds. Therefore, legal activity in other states may indirectly affect the value of the transitionbonds.***The federal government might preempt the Restructuring Act without full compensation.***     In the past, bills have been introduced in Congress that would prohibit the recovery of all orsome types of stranded costs, but none of those bills was enacted. Congress could, however, pass alaw or adopt a rule or regulation negating the existence of or reducing the value of the transitionproperty.
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     If federal legislation preempting the Restructuring Act or the financing order is enacted,there is no assurance that the courts would consider it a “taking” under the United StatesConstitution for which the government would be required to pay just compensation or, if it isconsidered a “taking,” that any amount provided as compensation would be sufficient to pay the fullamount of principal of and interest on the transition bonds or to pay these amounts on a timelybasis.***Future state legislative action could reduce the value of the transition bonds.***     Despite its pledge in the Restructuring Act not to take or permit certain actions that wouldimpair the value of the transition property or the transition charges, the Texas legislature mightattempt to repeal or amend the Restructuring Act in a manner that limits or alters the transitionproperty so as to reduce its value. It might be possible for the Texas legislature to repeal oramend the Restructuring Act notwithstanding the State’s pledge if the legislature acts in order toserve a significant and legitimate public purpose. Any such action, as well as the costly andtime-consuming litigation that likely would ensue, might adversely affect the price and liquidity,the dates of payment of interest and principal and the weighted average lives of the transitionbonds. Moreover, the outcome of any litigation cannot be predicted. Accordingly, bondholders mightincur a loss on or delay in recovery of their investment in the transition bonds.     If an action of the Texas legislature adversely affecting the transition property or theability to collect transition charges were considered a “taking” under the United States or TexasConstitutions, the State of Texas might be obligated to pay compensation for the taking. However,even in that event, there is no assurance that any amount provided as compensation would besufficient for bondholders to recover fully their investment in the transition bonds or to offsetinterest lost pending such recovery.***The Texas Utility Commission might take actions that could reduce the value of the transitionbonds.***     The Restructuring Act provides that a financing order is irrevocable and that the TexasUtility Commission may not directly or indirectly, by any subsequent action, rescind or amend afinancing order or reduce or impair the transition charges authorized under a financing order,except for the true-up adjustments to the transition charges. However, the Texas Utility Commissionretains the power to adopt, revise or rescind rules or regulations affecting CenterPoint Houston.The Texas Utility Commission also retains the power to interpret the financing order, and in thatcapacity might be called upon to rule on the meanings of provisions of the order that might needfurther elaboration. Any new or amended regulations or orders from the Texas Utility Commissionmight affect the ability of the servicer to collect the transition charges in full and on a timelybasis, the rating of the transition bonds or their price and, accordingly, the amortization of thetransition bonds and their weighted average lives.     The servicer is required to file with the Texas Utility Commission, on our behalf, certainadjustments of the transition charges. True-up adjustment procedures have been challenged in thepast and may be challenged in the future. Challenges to or delays in the true-up process mightadversely affect the market perception and valuation of the transition bonds. Also, any litigationmight materially delay transition charge collections due to delayed implementation of true-upadjustments and might result in missing payments or payment delays and lengthened weighted averagelife of the transition bonds.**Servicing Risks*****Inaccurate consumption forecasting or unanticipated delinquencies or charge-offs might reducescheduled payments on the transition bonds.***     The transition charges are generally assessed based on forecasted customer usage. The amountand the rate of transition charge collections depend in part on actual electricity usage and theamount of collections and write-offs for each customer class. If the servicer inaccuratelyforecasts electricity consumption or uses inaccurate customer delinquency or charge-off data whensetting or adjusting the transition charges, there could be a shortfall or material delay intransition charge collections, which might result in missed or delayed payments of principal andinterest and lengthened weighted average life of the transition bonds.
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     The servicer has experienced difficulties from time to time in making accurate forecasts ofelectricity consumption because of unexpected weather conditions. Inaccurate forecasting ofelectricity consumption by the servicer might result from, among other things, unanticipatedweather or economic conditions, resulting in less electricity consumption than forecast; generaleconomic conditions being worse than expected, causing retail electric customers to migrate fromCenterPoint Houston’s service territory or reduce their electricity consumption; the occurrence ofa natural disaster or an act of terrorism or other catastrophic event; changes in the marketstructure of the electric industry; customers consuming less electricity because of increasedenergy prices or increased conservation efforts; or customers switching to alternative sources ofenergy, including self-generation of electric power.     The servicer’s use of inaccurate delinquency or charge-off rates might result also from, amongother things, unexpected deterioration of the economy or the declaration of a moratorium onterminating electric service to customers in the event of extreme weather, either of which wouldcause greater delinquencies or charge-offs than expected or force CenterPoint Houston or retailelectric providers to grant additional payment relief to more customers, or any other change in lawthat makes it more difficult for CenterPoint Houston or retail electric providers to terminateservice to non-paying customers or that requires CenterPoint Houston or retail electric providersto apply more lenient credit standards in accepting retail electric customers.***We depend on CenterPoint Houston or its successor or assignee, acting as servicer of the transitionproperty.***     CenterPoint Houston, as servicer, is responsible for, among other things, calculating, billingand collecting the transition charges from retail electric providers, submitting requests to theTexas Utility Commission to adjust these charges, monitoring the collateral for the transitionbonds and taking certain actions in the event of non-payment by a retail electric provider. Thetrustee’s receipt of collections in respect of the transition charges, which are used to makepayments on the transition bonds, depends in part on the skill and diligence of the servicer inperforming these functions. The systems the State of Texas and the servicer have in place fortransition charge billings and collections might, in particular circumstances, cause the servicerto experience difficulty in performing these functions in a timely and completely accurate manner.If the servicer fails to make collections for any reason, then the servicer’s payments to thetrustee in respect of the transition charges might be delayed or reduced. In that event, ourpayments on the transition bonds might be delayed or reduced.***If we replace CenterPoint Houston as the servicer, we may experience difficulties finding and usinga replacement servicer.***     If CenterPoint Houston ceases to service the transition property, it might be difficult tofind a successor servicer. Also, any successor servicer might have less experience and ability thanCenterPoint Houston and might experience difficulties in collecting transition charges anddetermining appropriate adjustments to the transition charges and billing and/or paymentarrangements may change, resulting in collection disruption. A successor servicer might charge feesthat, while permitted under the financing order, are substantially higher than the fees paid toCenterPoint Houston as servicer. In the event of the commencement of a case by or against theservicer under the United States Bankruptcy Code or similar laws, we and the trustee might beprevented from effecting a transfer of servicing due to operation of the bankruptcy code. Any ofthese factors and others might delay the timing of payments and may reduce the value of thetransition bonds.***It might be difficult to collect transition charges from retail electric providers.***     As required by the Restructuring Act, retail electric customers pay the transition charges toretail electric providers who supply them with electric power. The retail electric providers areobligated to remit payments of the transition charges, less a specified percentage allowance forcharge-offs of delinquent customer accounts, within 35 days of billing from the servicer, even ifthey do not collect the transition charges from retail electric customers. Because the retailelectric providers bill most retail electric customers for the transition charges, we have to relyon a relatively small number of entities for the collection of the bulk of the transition charges.As of December 31, 2006, CenterPoint Houston did business with approximately 68 retail electricproviders. Reliant Energy, Inc., through its subsidiaries, is CenterPoint Houston’s largestcustomer, accounting for approximately 53% of CenterPoint Houston’s outstanding receivables fromretail electric providers as of December 31, 2006.
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     Failure by the retail electric providers to remit transition charges to the servicer mightcause delays in payments on the transition bonds and adversely affect the value of the transitionbonds. The servicer does not pay any shortfalls resulting from the failure of any retail electricprovider to forward transition charge collections.     Adjustments to the transition charges and any credit support provided by a retail electricprovider, while available to compensate for a failure by a retail electric provider to pay thetransition charges to the servicer, might not be sufficient to protect the value of the transitionbonds.     The Restructuring Act provides for one or more retail electric providers in each area to bedesignated the “provider of last resort” for that area or a specified customer class. The providerof last resort is required to offer basic electric service to retail electric customers in itsdesignated area, regardless of the creditworthiness of the customers. The provider of last resortmight face greater difficulty in bill collection than other retail electric providers and thereforethe servicer may face greater difficulty in collecting transition charges from the provider of lastresort.     Retail electric providers may issue a single bill to retail customers that includes allcharges related to the purchase of electricity, without separately itemizing the transition chargecomponent of the bill. A retail electric provider’s use of a consolidated bill might increase therisk that customers who have claims against the retail electric provider will attempt to offsetthose claims against transition charges or increase the risk that, in the event of a bankruptcy ofa retail electric provider, a bankruptcy court would find that the retail electric provider has aninterest in the transition property and would make it more difficult to terminate the services of abankrupt retail electric provider or collect transition charges from its customers.***Competitive metering services might result in unexpected problems in receiving accurate meteringdata.***     Under the Restructuring Act, commercial and industrial retail customers that are required bythe Electric Reliability Council of Texas, or ERCOT, to have an interval data recorder meter maychoose to own the settlement and billing meters that are used to measure electric energy deliveredto their location or to have those meters owned by a retail electric provider, the transmission anddistribution utility or another person authorized by the customer. As of December 31, 2006,CenterPoint Houston continued to provide metering services related to the installation and removalof meters, meter testing and calibration, data collection and data management. Should the TexasUtility Commission allow third parties to perform those metering services in CenterPoint Houston’sservice territory, there might be problems converting to the third party’s metering system, takingaccurate meter readings and collecting and processing accurate metering data. Inaccurate meteringdata might lead to inaccuracies in the calculation and imposition of transition charges and mightgive rise to disputes between the servicer and retail electric providers regarding payments andpayment shortfalls resulting in missing or delayed payments of principal and interest andlengthened weighted average life of the transition bonds.***Changes to billing and collection practices might reduce the value of the transition bonds.***     The financing order specifies the methodology for determining the amount of the transitioncharges we may impose. The servicer may not change this methodology without approval from the TexasUtility Commission. However, the servicer may set its own billing and collection arrangements withretail electric providers and retail electric customers, if any, from whom it collects transitioncharges directly, provided that these arrangements comply with the Texas Utility Commission’scustomer safeguards. For example, to recover part of an outstanding bill, the servicer may agree toextend a retail electric provider’s payment schedule or to write off the remaining portion of thebill, including the transition charges. Also, the servicer may change billing and collectionpractices, which might adversely impact the timing and amount of retail electric customer paymentsand might reduce transition charge collections, thereby limiting our ability to make scheduledpayments on the transition bonds. Separately, the Texas Utility Commission might require changes tothese practices. Any changes in billing and collection practices regulations might make it moredifficult for the servicer to collect the transition charges and adversely affect the value of thetransition bonds.
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***Limits on rights to terminate service might make it more difficult to collect the transitioncharges.***     Texas statutory requirements and the rules and regulations of the Texas Utility Commission,which may change from time to time, regulate and control the right of the retail electric providerto initiate disconnection of service. For example, retail electric providers generally may notterminate service to a customer (1) on a holiday or weekend day or the day immediately preceding aholiday or weekend, (2) during certain extreme weather conditions, (3) if such disconnection wouldcause a person to become seriously ill or more seriously ill, (4) if such customer is an energyassistance client under certain circumstances or (5) if the customer is a master-metered apartmentcomplex unless certain notices are given. To the extent these retail electric customers do not payfor their electric service, retail electric providers will not be able to collect transitioncharges from these retail electric customers. Although retail electric providers have to pay theservicer the transition charges on behalf of those customers (subject to any charge-off allowanceand reconciliation), required service to non-paying customers could affect the ability of retailelectric providers to make such payment.***Future adjustments to transition charges by customer class might result in insufficientcollections.***     The customers who pay transition charges are divided into customer classes. Transition chargesare allocated among customer classes and assessed in accordance with the formula required under theRestructuring Act and specified in the financing order. A shortfall in collections of transitioncharges in one customer class may be corrected by making adjustments to the transition chargespayable by that customer class and any other customer class. If customers in a class fail to paytransition charges or cease to be customers, the servicer might have to substantially increase thetransition charges for the remaining customers in that customer class and for other customerclasses. This effect might be more extreme in the case of the large industrial and theinterruptible customer classes, which consist of a small number of large customers. These increasescould lead to further failures by the remaining customers to pay transition charges, therebyincreasing the risk of a shortfall in funds to pay debt service on the transition bonds.**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 yearsfrom the date of issuance of the transition bonds.***     CenterPoint Houston will not be entitled to charge transition charges for electricitydelivered after the fifteenth anniversary of the issuance of the transition bonds. If transitioncharges collected for electricity delivered through the fifteenth anniversary of the transitionbonds, or from any credit enhancement funds, are not sufficient to repay the transition bonds infull, no other funds will be available to pay the unpaid balance due on the transition bonds.***Foreclosure of the trustee’s lien on the transition property might not be practical, andacceleration of the transition bonds before maturity might have little practical effect.***     Under the Restructuring Act and the indenture, the trustee or the bondholders have the rightto foreclose or otherwise enforce the lien on the transition property securing the transitionbonds. However, in the event of foreclosure, there is likely to be a limited market, if any, forthe transition property. Therefore, foreclosure might not be a realistic or practical remedy.Moreover, although principal of the transition bonds will be due and payable upon acceleration ofthe transition bonds before maturity, the transition charges likely would not be accelerated andthe nature of our business will result in principal of the transition bonds being paid as fundsbecome available. If there is an acceleration of the transition bonds, all tranches of thetransition bonds will be paid pro rata; therefore, some tranches might be paid earlier thanexpected and some tranches might be paid later than expected.
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**Risks Associated with Potential Bankruptcy Proceedings of CenterPoint Houston or a SuccessorServicer*****The servicer will commingle the transition charges with other revenues it collects, which mightobstruct access to the transition charges in case of the servicer’s bankruptcy and reduce the valueof the transition bonds.***     The servicer is required to remit collections to the trustee within two business days ofreceipt. The servicer does not segregate the transition charges from the other funds it collectsfrom retail electric customers or retail electric providers or its general funds. The transitioncharges are segregated only when the servicer pays them to the trustee.     Despite this requirement, the servicer might fail to pay the full amount of the transitioncharges to the trustee or might fail to do so on a timely basis. This failure, whether voluntary orinvoluntary, might materially reduce the amount of transition charge collections available to makepayments on the transition bonds.     The Restructuring Act provides that our rights to the transition property are not affected bythe commingling of these funds with any other funds of the servicer. In a bankruptcy of theservicer, however, a bankruptcy court might rule that federal bankruptcy law does not recognize ourright to collections of the transition charges that are commingled with other funds of the serviceras of the date of bankruptcy. If so, the collections of the transition charges held by the serviceras of the date of bankruptcy would not be available to pay amounts owing on the transition bonds.In this case, we would have only a general unsecured claim against the servicer for those amounts.This decision could cause material delays in payments of principal or interest, or losses, on thetransition bonds and could materially reduce the value of the transition bonds, particularly if itoccurred in the fifteenth year of the transition bonds after the completion of which no transitioncharges can be charged.***The bankruptcy of CenterPoint Houston, as seller of the transition property, might result in lossesor delays in payments on the transition bonds.***     The Restructuring Act and the financing order provide that as a matter of Texas state law: **•** the rights and interests of a selling utility under a financing order, including theright to impose, collect and receive transition charges, are contract rights of theseller;  **•** 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 thatretail customers do not yet owe;  **•** upon the transfer to us, the rights became transition property, and transitionproperty constitutes a present property right, even though the imposition andcollection 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 thatexpressly states the transfer is a sale or other absolute transfer is a true sale ofthe transition property, not a pledge of the transition property to secure a financingby the seller.These provisions are important to maintaining payments on the transition bonds in accordance withtheir terms during any bankruptcy of CenterPoint Houston.     A bankruptcy court generally follows state property law on issues such as those addressed bythe state law provisions described above. However, a bankruptcy court does not follow state law ifit determines that the state law is contrary to a paramount federal bankruptcy policy or interest.If a bankruptcy court in a CenterPoint Houston bankruptcy refused to enforce one or more of thestate property law provisions described above, the effect of this decision on beneficial owners ofthe transition bonds might be similar to the treatment they would receive in a CenterPoint Houstonbankruptcy if the transition bonds had been issued directly by CenterPoint Houston. A decision bythe bankruptcy court that, despite our separateness from CenterPoint Houston, our assets andliabilities and those of CenterPoint Houston should be consolidated would have a similar effect onbondholders.     We have taken steps together with CenterPoint Houston, as seller of the transition property,to reduce the risk that in the event the seller or an affiliate of the seller were to become thedebtor in a bankruptcy case, a court would order that our assets and liabilities be substantivelyconsolidated with those of CenterPoint Houston or an affiliate. Nonetheless, these steps might notbe completely effective, and thus if CenterPoint Houston or one of its affiliates
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were to become a debtor in a bankruptcy case, a court might order that our assets andliabilities be consolidated with those of CenterPoint Houston or such affiliate. This might causematerial delays in payment of, or losses on, the transition bonds and might materially reduce thevalue of the transition bonds. For example: **•** without permission from the bankruptcy court, the trustee might be prevented fromtaking actions against CenterPoint Houston or recovering or using funds on behalf ofbondholders or replacing CenterPoint Houston as the servicer;  **•** the bankruptcy court might order the trustee to exchange the transition property forother property, of lower value;  **•** tax or other government liens on CenterPoint Houston’s property might have priorityover the trustee’s lien and might be paid from collected transition charges beforepayments on the transition bonds;  **•** the trustee’s lien might not be properly perfected in the collected transitionproperty 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 claimsagainst CenterPoint Houston;  **•** the bankruptcy court might rule that neither our property interest nor the trustee’slien extends to transition charges in respect of electricity consumed after thecommencement of CenterPoint Houston’s bankruptcy case, with the result that thetransition bonds would represent only general unsecured claims against CenterPointHouston;  **•** we and CenterPoint Houston might be relieved of any obligation to make any paymentson the transition bonds during the pendency of the bankruptcy case and might berelieved of any obligation to pay interest accruing after the commencement of thebankruptcy case;  **•** CenterPoint Houston might be able to alter the terms of the transition bonds as partof 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 transitionproperty sale agreement are unenforceable, leaving us with an unsecured claim foractual damages against CenterPoint Houston that may be difficult to prove or, ifproven, to collect in full.     Furthermore, if CenterPoint Houston enters bankruptcy proceedings, it might be permitted tostop acting as servicer and it may be difficult to find a third party to act as servicer. Thefailure of the servicer to perform its duties or the inability to find a successor servicer mightcause payment delays or losses on the transition bonds. Also, the mere fact of a servicer or sellerbankruptcy proceeding might have an adverse effect on the resale market for the transition bondsand on the value of the transition bonds.***The sale of the transition property might be construed as a financing and not a sale in a case ofCenterPoint Houston’s bankruptcy which might delay or limit payments on the transition bonds.***     The Restructuring Act provides that the characterization of a transfer of transition propertyas a sale or other absolute transfer will not be affected or impaired by treatment of the transferas a financing for federal or state tax purposes or financial reporting purposes. We andCenterPoint Houston treated the transaction as a sale under applicable law, although for financialreporting and state income and franchise tax purposes the transaction was intended to be treated asa financing. In the event of a bankruptcy of CenterPoint Houston, a party in interest in thebankruptcy might assert that the sale of the transition property to us was a financing transactionand not a “sale or other absolute transfer” and that the treatment of the transaction for financialreporting and tax purposes as a financing and not a sale lends weight to that position. If a courtwere to characterize the transaction as a financing, we expect that we would, on behalf ofourselves and the trustee, be treated as a secured creditor of CenterPoint Houston in thebankruptcy proceedings, although a court might determine that we only have an unsecured claimagainst CenterPoint Houston. See “—The servicer will commingle the transition charges with otherrevenues it collects, which might obstruct access to the transition charges in case of theservicer’s bankruptcy and reduce the value of the transition bonds” above. Even if we had asecurity interest in the transition property, we would not likely have access to the relatedtransition charge collections during the bankruptcy and would be subject to the risks of a securedcreditor in a bankruptcy case, including the possible bankruptcy risks described in the immediatelypreceding risk factor. As a result, repayment of the transition bonds might be significantlydelayed and a plan of
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reorganization in the bankruptcy might permanently modify the amount and timing of payments tous of the related transition charge collections and therefore the amount and timing of fundsavailable to us to pay bondholders.***If the servicer enters bankruptcy proceedings, the collections of the transition charges held bythe servicer as of the date of bankruptcy might constitute preferences, which means these fundsmight be unavailable to pay amounts owing on the transition bonds.***     In the event of a bankruptcy of the servicer, a party in interest might take the position thatthe remittance of funds prior to bankruptcy of the servicer, pursuant to the servicing agreement orintercreditor agreement, constitutes a preference under bankruptcy law if the remittance of thosefunds was deemed to be paid on account of a pre-existing debt. If a court were to hold that theremittance of funds constitutes a preference, any such remittance within 90 days of the filing ofthe bankruptcy petition could be avoidable, and the funds could be required to be returned to thebankruptcy estate of the servicer. To the extent that transition charges have been commingled withthe general funds of the servicer, the risk that a court would hold that a remittance of funds wasa preference would increase. Also, we or the servicer may be considered an “insider” with anyretail electric provider that is affiliated with us or the servicer. If the servicer or we areconsidered to be an “insider” of the retail electric provider, any such remittance made within oneyear of the filing of the bankruptcy petition could be avoidable as well if the court were to holdthat such remittance constitutes a preference. In either case, we or the trustee would merely be anunsecured creditor of the servicer.***Claims against CenterPoint Houston might be limited in the event of its bankruptcy.***     If CenterPoint Houston were to become a debtor in a bankruptcy case, claims, includingindemnity claims, by us against it, as seller, under the transition property sale agreement and theother documents executed in connection with the transition property sale agreement would beunsecured claims and would be disposed of in the bankruptcy case. In addition, the bankruptcy courtmight estimate any contingent claims that we have against the seller and, if it determines that thecontingency giving rise to these claims is unlikely to occur, estimate the claims at a loweramount. A party in interest in the bankruptcy of the seller might challenge the enforceability ofthe indemnity provisions in the transition property sale agreement. If a court were to hold thatthe indemnity provisions were unenforceable, we would be left with a claim for actual damagesagainst the seller based on breach of contract principles, which would be subject to estimationand/or calculation by the court. We cannot give any assurance as to the result if any of theabove-described actions or claims were made. Furthermore, we cannot give any assurance as to whatpercentage of their claims, if any, unsecured creditors would receive in any bankruptcy proceedinginvolving the seller.***The bankruptcy of CenterPoint Houston might limit the remedies available to the trustee.***     Upon an event of default under the indenture, the Restructuring Act permits the trustee toenforce the security interest in the transition property in accordance with the terms of theindenture. In this capacity, the trustee is permitted to request the Texas Utility Commission or aTravis County, Texas district court to order the sequestration and payment to bondholders of allrevenues arising with respect to the transition property. There can be no assurance, however, thatthe Texas Utility Commission or the Travis County, Texas district court would issue this orderafter a CenterPoint Houston bankruptcy in light of the automatic stay provisions of Section 362 ofthe United States Bankruptcy Code. In that event, the trustee would be required to seek an orderfrom the bankruptcy court lifting the automatic stay to permit this action by the Texas court, andan order requiring an accounting and segregation of the revenues arising from the transitionproperty. There can be no assurance that a court would grant either order.**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 electricprovider enters bankruptcy proceedings.***     A retail electric provider is not required to segregate from its general funds the transitioncharges it collects but is required to remit to the servicer amounts billed to it for transitioncharges, less an amount relating to expected
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customer charge-offs, within 35 days of the billing by the servicer. A retail electricprovider nevertheless might fail to remit the full amount of the transition charges owed to theservicer or might fail to do so on a timely basis. This failure, whether voluntary or involuntary,might materially reduce the amount of transition charge collections available on the next paymentdate to make timely payments on the transition bonds.     The Restructuring Act provides that our rights to the transition property are not affected bythe commingling of these funds with other funds. In a bankruptcy of a retail electric provider,however, a bankruptcy court might rule that federal bankruptcy law takes precedence over theRestructuring Act and does not recognize our right to receive the collected transition charges thatare commingled with other funds of a retail electric provider as of the date of bankruptcy. If so,the collections of the transition charges held by a retail electric provider as of the date ofbankruptcy would not be available to pay amounts owing on the transition bonds. In this case, wewould have only a general unsecured claim against the retail electric provider for those amounts.This decision might cause material delays in payments of principal or interest or losses on thetransition bonds and could materially reduce the value of the transition bonds, particularly if itoccurred in the fifteenth year of the transition bonds after the completion of which no transitioncharges can be charged.***If a retail electric provider enters bankruptcy proceedings, any cash deposit of the retailelectric provider held by the trustee might not be available to cover amounts owed by the retailelectric provider.***     If a retail electric provider does not have the credit rating required by the financing order,it may nevertheless qualify to act as a retail electric provider if, among other alternatives, itprovides a cash deposit equal to two months’ maximum expected transition charge collections. Thatcash deposit will be held by the trustee under the indenture. However, it is unclear whether theRestructuring Act creates a lien on the cash deposit in favor of the trustee. If the retailelectric provider becomes bankrupt, the trustee would be stayed from applying that cash deposit tocover amounts owed by the retail electric provider, and the trustee might be required to returnthat cash deposit to the retail electric provider’s bankruptcy estate if the bankruptcy courtdetermines there is no valid right of set-off or recoupment. In that case, the issuer might onlyhave an unsecured claim for any amounts owed by the retail electric provider in the retail electricprovider’s bankruptcy proceedings. Several retail electric providers with which CenterPoint Houstonhas done business have filed for bankruptcy. CenterPoint Houston, as servicer of the transitionbonds, was able to recover the full amount or a substantial majority of the transition charges fromcash deposits or a combination of cash deposits and payments from these retail electric providers,but there is no assurance that CenterPoint Houston will be able to recover such amounts from anybankrupt retail electric providers in the future.***If a retail electric provider enters bankruptcy proceedings, transition charge payments made bythat retail electric provider to the servicer might constitute preferences, and the servicer may berequired to return such funds to the bankruptcy estate of the retail electric provider.***     In the event of a bankruptcy of a retail electric provider, a party in interest might take theposition that the remittance of funds by the retail electric provider to the servicer, pursuant tothe financing order, prior to bankruptcy constitutes a preference under bankruptcy law if theremittance of those funds was deemed to be paid on account of a pre-existing debt. If a court wereto hold that the remittance of funds constitutes preferences, any remittance of such funds madewithin 90 days of the filing of the bankruptcy petition might be avoidable, and the funds might berequired to be returned to the bankruptcy estate of the retail electric provider by us or theservicer. To the extent that transition charges have been commingled with the general funds of theretail electric provider, the risk that a court would hold that a remittance of funds was apreference would increase. Also, we or the servicer might be considered an “insider” with anyretail electric provider that is affiliated with us or the servicer. If the servicer or we areconsidered to be an “insider” of the retail electric provider, any such remittance made within oneyear of the filing of the bankruptcy petition could be avoidable as well if the court were to holdthat such remittance constitutes a preference. In either case, we or the servicer would merely bean unsecured creditor of the retail electric provider.     Furthermore, the mere fact of a retail electric provider bankruptcy proceeding could have anadverse effect on the resale market for the transition bonds and on the value of the transitionbonds.
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**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.***     Under the financing order, transition charges may not be imposed for certain of our ongoingexpenses to the extent they exceed caps provided in the financing order for such amounts. Inaddition, our other assets, substantially all of which are pledged to the trustee under theindenture, may not be used by the trustee to pay such excess amounts. Examples of these capsinclude payment of specified fees and expenses of the trustee and the servicer and other specifiedoperating expenses. We cannot be sure that we will not incur expenses for these purposes in excessof the cap levels and, if this were to occur, we would not have funds to make payments for theseexcess amounts. Creditors of ours which are owed these amounts and not paid may obtain judgmentliens against our assets or seek to place us in bankruptcy.***CenterPoint Houston’s indemnification obligations under the transition property sale and servicingagreements are limited and might not be sufficient to protect the value of the transition bonds.***     CenterPoint Houston is obligated under the transition property sale agreement to indemnify usand the trustee, for itself and on behalf of the bondholders, only in specified circumstances andwill not be obligated to repurchase the transition property in the event of a breach of any of itsrepresentations, warranties or covenants regarding the transition property. Similarly, CenterPointHouston is obligated under the transition property servicing agreement to indemnify us, thetrustee, for itself and on behalf of the bondholders, and the Texas Utility Commission only inspecified circumstances.     Neither the trustee nor the bondholders have the right to accelerate payments on thetransition bonds as a result of a breach under the transition property sale agreement or thetransition property servicing agreement, absent an event of default under the indenture.Furthermore, CenterPoint Houston might not have sufficient funds available to satisfy itsindemnification obligations under these agreements, and the amount of any indemnification paid byCenterPoint Houston might not be sufficient for bondholders to recover all of their investment inthe transition bonds. In addition, if CenterPoint Houston becomes obligated to indemnifybondholders, the ratings on the transition bonds will likely be downgraded as a result of thecircumstances causing the breach and the fact that bondholders will be unsecured creditors ofCenterPoint Houston with respect to any of these indemnification amounts.***CenterPoint Houston’s ratings might affect the market value of the transition bonds.***     A downgrading of the credit ratings on the debt of CenterPoint Houston might have an adverseeffect on the market value of the transition bonds.***Technological change might make alternative energy sources more attractive in the future.***     Technological developments might result in the introduction of economically attractivealternatives to purchasing electricity through CenterPoint Houston’s distribution facilities forincreasing numbers of retail customers. Manufacturers of self-generation facilities may developsmaller-scale, more fuel-efficient generating units that can be cost-effective options for agreater number of retail customers. Electric customers within CenterPoint Houston’s serviceterritory whose load is served by an on-site power production facility with a rated capacity of 10megawatts or less are not required to pay transition charges under the Restructuring Act except fortransition charges associated with services actually provided by the transmission and distributionutility. Technological developments might allow greater numbers of retail customers to avoidtransition charges under such provisions, which may reduce the total number of retail customersfrom which transition charges will be collected.***Bondholders might receive principal payments on the transition bonds later than expected.***     The amount and the rate of collection of the transition charges, together with the relatedtransition charge adjustments, will generally determine whether there is a delay in the scheduledrepayments of transition bond principal. If the servicer collects the transition charges at aslower rate than expected from any retail electric provider, it might have to request adjustmentsof the transition charges. If those adjustments are not timely and
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accurate, bondholders might experience a delay in payments of principal and interest and adecrease in the value of the transition bonds.**Item 1B. Unresolved Staff Comments**     Not applicable.**Item 2. Properties**     We have no material physical properties. Our primary asset is the transition propertydescribed above in Item 1. “Business – Transition Property.”**Item 3. Legal Proceedings**     None.**Item 4. Submission of Matters to a Vote of Security Holders**     Omitted pursuant to Instruction I of Form 10-K.**PART II****Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities**     *Sale of Unregistered Securities*. There is no established public trading market for our equitysecurities. All of our equity is owned by CenterPoint Houston. We were formed by CenterPointHouston in December 2004. CenterPoint Houston’s acquisition of our membership interests at ourformation was exempt from registration under Section 4(2) of the Securities Act of 1933, asamended, because no public offering was involved. We have made no other sales of unregisteredsecurities.     *Restricted Payments*. The indenture governing the transition bonds prohibits us from makingany distributions from the capital subaccount of the trust established for the transition bonds toany owner of our beneficial interests unless no default has occurred and is continuing thereunderand such distributions would not cause the balance of such capital subaccount to decline below0.50% of the initial outstanding principal amount of the transition bonds. We will not, except ascontemplated by our organizational documents, make any loan or advance credit to, or guarantee,endorse, or otherwise become contingently liable in connection with the obligations, stocks ordividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock,obligations, assets or securities of, or any other interest in, or make any capital contributionto, any other person. We will not directly or indirectly make payments to or distributions fromthe collection account except in accordance with the transition bond indenture. As of December 31,2006, we had not made any distributions to our sole member.     *Bondholders*. As of December 31, 2006, the sole record holder of the transition bonds was Cede& Co., as nominee of The Depository Trust Company. The transition bonds are not listed on anynational securities exchange.
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**Item 6. Selected Financial Data**     Omitted pursuant to Instruction I of Form 10-K.**Item 7. Management’s Narrative Analysis of Results of Operations**     The following is an analysis of our consolidated results of operations in an abbreviatedformat pursuant to Instruction I of Form 10-K. This analysis should be read in combination withour financial statements included in Item 8 of this Form 10-K.     As discussed above under “Business” in Item 1, we are a Delaware limited liability companyestablished in December 2004 for limited purposes. As discussed above under “Market forRegistrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities”in Item 5, we issued $1.851 billion aggregate principal amount of transition bonds on December 16,2005 and used the net proceeds to purchase the transition property from CenterPoint Houston. As weare restricted by our organizational documents from engaging in activities other than thosedescribed above under “Business” in Item 1, income statement effects are limited primarily torevenue generated from the transition charges, interest expense on the transition bonds,amortization of the transition property, debt issuance expenses and the discount on the transitionbonds, transition property servicing and administration fees and incidental investment interestincome. Net income is expected to be zero for each reporting period.     For the year ended December 31, 2006, revenue from transition charges was $185.6 million andinvestment income was $2.2 million. Amortization of transition property was $88.7 million.Interest expense of $94.2 million related to interest on the transition bonds and amortizationexpense of $2.2 million related to amortization of debt issuance expenses and the discount on thetransition bonds. We recorded administrative expenses of $2.8 million for the year ended December31, 2006.     For the period December 16, 2005 (date of initial operations) through December 31, 2005,revenue from transition charges was $6.9 million, amortization of transition property was $2.9million and interest expense related to interest on the transition bonds was $3.9 million.     We use collections of transition charges to make scheduled principal and interest payments onthe transition bonds. Transition charges, together with interest earned on collected transitioncharges, are expected to offset (1) interest expense on the transition bonds, (2) the principalamount of the transition bonds and (3) fees and expenses, including fees charged by CenterPointHouston for servicing the transition property and providing administrative services to us andexpenses related to such administrative services.     The transition charges are reviewed and adjusted at least annually by the Public UtilityCommission of Texas (Texas Utility Commission) to correct prospectively any overcollections orundercollections during the preceding 12 months and to provide for the expected recovery of amountssufficient to timely provide all payment of debt service and other required amounts and charges inconnection with the transition bonds.     CenterPoint Houston is required to true up transition charges annually on December 1 incompliance with the financing order. CenterPoint Houston’s first true-up filing to adjusttransition charges was filed with the Texas Utility Commission on November 1, 2006 and becameeffective December 1, 2006. The adjusted transition charges are designed to collect $186.6 millionduring the twelve-month period ending November 30, 2007. This amount reflects an increase of $18.4million over the amount of transition charges that had been forecasted to be collected during theperiod from December 16, 2005 (the date of initial operations) through November 30, 2006to assure funds are available on the payment dates based on the expected timing of revenueand payments. The increase is net of a reduction of $4.4 million due to transition charge collections duringthe period from December 16, 2005 (the date of initial operations) through November 30, 2006 inexcess of the amount that had been forecasted to be collected during such period. Thisover-recovery resulted from growth in billings in the residential and small commercial sectorswhich exceeded the previous forecasts for the twelve-month period ended October 31, 2006. The $4.4million over-recovery reduces, by 2%, the revenues that are otherwise required for the twelve-monthcollection period ending November 30, 2007.     Holders of transition bonds may experience payment delays or incur losses if our assets arenot sufficient to pay interest or the scheduled principal of the transition bonds. Funds forpayments depend on the transition property and the right to collect the transition charges over aperiod that Texas law limits to 15 years. In addition, collections depend on the amount ofelectricity consumed within CenterPoint Houston’s service territory and our ability to collecttransition charges from retail electric providers.
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     In all material respects, each materially significant retail electric provider (i) has beenbilled in accordance with the financing order, (ii) has made all payments in compliance with therequirements outlined in the financing order, and (iii) has satisfied the creditworthinessrequirements of the financing order.     Immediately following the February 1, 2007 debt service payment, the aggregate balance in theCapital Subaccount was at the targeted aggregate balance for this account of $9.3 million, and anadditional $4.7 million was held in the Excess Funds Subaccount.**Item 7A. Quantitative and Qualitative Disclosures About Market Risk**     At December 31, 2005 and 2006, we had outstanding fixed-rate debt aggregating $1.851 billionand $1.832 billion in principal amount and having a fair value of $1.83 billion and $1.83 billion,respectively. This fixed-rate debt does not expose us to the risk of loss in earnings due tochanges in market interest rates. However, the fair value of this debt would increase byapproximately $62.6 million if interest rates were to decline by 10% from their levels at December31, 2006.
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**Item 8. Financial Statements and Supplementary Data****REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**To the Member of