UNITED STATES SECURITIES AND EXCHANGE

~~SECURITIES AND EXCHANGE~~ COMMISSION

Washington, D.C. 20549

~~FORM 10-Q~~________________

(Mark One)
þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2011
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	FOR THE TRANSITION PERIOD FROM TO

Form 10-Q



(Mark One)
þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2012
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	76-0624152
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
1111 Louisiana, Suite 4667 Houston, Texas 77002	(713) 207-8272
1111 Louisiana, Suite 4667Houston, Texas 77002	(713) 207-8272
(Address and zip code of principal executive offices)	(Registrant’s telephone number, including area code)

The registrant meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this Form 10-Q with the reduced disclosure format.

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. ~~(Check one):~~

(Check one):



Large accelerated filer o	Accelerated filer o	Non-accelerated filer þ	Smaller reporting company o
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

As of ~~October~~April 1416, ~~2011~~2012, all outstanding membership interests in CenterPoint Energy Transition Bond Company, LLC were held by CenterPoint Energy Houston Electric, LLC.

CenterPoint Energy Transition Bond Company, LLC

TABLE OF CONTENTS

PART I.	FINANCIAL INFORMATION	~~FINANCIAL INFORMATION~~
Item 1.		Financial Statements		1
			Page
		Statements of Income and Changes in Member’s Equity
Item 1.	Financial Statements		1
		Three and Nine Months Ended September 30, 2010 and 2011 (unaudited)		1
	Statements of Income and Changes in Member’s Equity
		Balance Sheets
	Three Months Ended March 31, 2011 and 2012 (unaudited)		1
		December 31, 2010 and September 30, 2011 (unaudited)		2
	Balance Sheets
		Statements of Cash Flows
	December 31, 2011 and March 31, 2012 (unaudited)		2
		Nine Months Ended September 30, 2010 and 2011 (unaudited)		3
	Statements of Cash Flows
		Notes to Unaudited Financial Statements		4
	Three Months Ended March 31, 2011 and 2012 (unaudited)		3
Item 2.		Management’s Narrative Analysis of Results of Operations		8
	Notes to Unaudited Financial Statements		4
Item 4.		Controls and Procedures		9
Item 2.	Management’s Narrative Analysis of Results of Operations		8
PART II.		OTHER INFORMATION
Item 4.	Controls and Procedures		9
Item 1A.		Risk Factors		9
PART II.	OTHER INFORMATION
Item 6.		Exhibits		10
Item 1A.	Risk Factors		9
Item 6.	Exhibits		10

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

From time to time we make statements concerning our expectations, beliefs, plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements that are not historical facts. These statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those expressed or implied by these statements. In some cases, you can identify our forward-looking statements by the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “objective,” “plan,” “potential,” “predict,” “projection,” “should,” “will” or other similar words.

We have based our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that assumptions, beliefs, expectations, intentions and projections about future events may and often do vary materially from actual results. Therefore, we cannot assure you that actual results will not differ materially from those expressed or implied by our forward-looking statements.

The following are some of the factors that could cause actual results to differ from those expressed or implied by our forward-looking statements:


•	changes in market demand, including the effects of energy efficiency measures, and demographic patterns;


•	weather variations and other natural phenomena, including, among others, hurricanes, tropical storms, ice or snow storms, floods and other weather-related events and natural disasters, affecting retail electric customer energy usage in CenterPoint Energy Houston Electric, LLC’s (CenterPoint Houston) service territory;

• damage to and the general operating performance of CenterPoint Houston’s facilities and third-party suppliers of electric energy in CenterPoint Houston’s service territory;


•	state and federal legislative and regulatory actions or developments affecting various aspects of CenterPoint Houston’s business, including, among others, energy deregulation or re-regulation, health care reform, financial reform and tax legislation;


•	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 ~~(REPs)~~;


•	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.;

• ~~the~~any direct or indirect effects of cyber attacks, data security breaches or other attempts to disrupt the business of CenterPoint Houston or ~~REPs~~retail electric providers operating in CenterPoint Houston’s service territory;

• the servicer’'s ability to perform its billing, collection and other functions;


•	national or regional economic conditions affecting retail electric customer energy usage in CenterPoint Houston’s service territory;

• acts of war or terrorism or other catastrophic events affecting retail electric customer energy usage in CenterPoint Houston’s service territory; and

• other factors we discuss in “Risk Factors” in Item 1A of ~~Part I of~~ our Annual Report on Form 10-K for the year ended December 31, ~~2010~~2011, which is incorporated herein by reference, and our other Securities and Exchange Commission filings.

You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement.

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

CENTERPOINT ENERGY TRANSITION BOND COMPANY, LLC

STATEMENTS OF INCOME

AND CHANGES IN MEMBER’S EQUITY

(Unaudited)

		Three Months Ended September 30,					Nine Months Ended September 30,
	Three Months Ended March 31,
		2010			2011		2010		2011
	2011			2012
	(in thousands)				~~(in thousands)~~
Revenues:
Transition charge revenue	$	$21,888	~~35,305~~	$	$24,495	~~32,739~~	$	~~89,649~~	$	~~82,181~~
Investment income	3		2	13		4		9		8
Total operating revenues	21,891		~~35,307~~	24,508	$	~~32,743~~		~~89,658~~	$	~~82,189~~
Expenses:
Interest expense	4,089		~~4,778~~	2,841		~~3,597~~		~~14,918~~		~~11,428~~
Amortization of transition property	17,341		~~29,651~~	20,316		~~28,502~~		~~72,452~~		~~69,102~~
Amortization of transition bond discount and issuance costs	102		~~120~~	71		90		~~373~~		~~286~~
Administrative and general expenses	359		~~758~~	1,280		~~554~~		~~1,915~~		~~1,373~~
Total operating expenses	21,891		~~35,307~~	24,508		~~32,743~~		~~89,658~~		~~82,189~~
Net Income	—		—	—		—		—		—
Member’s Equity at Beginning of Period	3,745		~~3,745~~	3,745		~~3,745~~		~~3,745~~		~~3,745~~
Contributed Capital	—		—	—		—		—		—
Member’s Equity at End of Period	$	$3,745	~~3,745~~	$	$3,745	~~3,745~~	$	~~3,745~~	$	~~3,745~~

See Notes to Interim Unaudited Financial Statements

Table of Contents

CENTERPOINT ENERGY TRANSITION BOND COMPANY, LLC

BALANCE SHEETS

(Unaudited)

		December 31, 2010			September 30, 2011
	December 31, 2011			March 31,2012
	(in thousands)	~~(in thousands)~~
ASSETS
Current Assets:
Cash and cash equivalents	$	$44,183	~~44,031~~	$	$28,948	~~16,471~~
Restricted funds	9,305		~~9,600~~	9,087		~~9,100~~
Transition charge receivable	12,126		~~11,115~~	10,853		~~15,528~~
Current Assets	65,614		~~64,746~~	48,888		~~41,099~~
Intangible transition property	154,825		~~245,094~~	134,509		~~175,992~~
Unamortized debt issuance costs	296		~~639~~	228		~~365~~
Total Assets	$	$220,735	~~310,479~~	$	$183,625	~~217,456~~
LIABILITIES AND MEMBER’S EQUITY
Current Liabilities:
Current portion of long-term debt	$	$99,229	~~87,996~~	$	$102,801	~~99,229~~
Accrued interest	3,445		~~4,904~~	436		~~520~~
Customer deposits	5,560		~~5,855~~	5,343		~~5,355~~
Fees payable to servicer	179		~~189~~	30		34
Current Liabilities	108,413		~~98,944~~	108,610		~~105,138~~
Long-term debt:
Transition bonds	108,577		~~207,790~~	71,270		~~108,573~~
Total Liabilities	216,990		~~306,734~~	179,880		~~213,711~~
Member’s Equity:
Contributed capital	3,745		~~3,745~~	3,745		~~3,745~~
Retained earnings	—		—	—		—
Total Member’s Equity	3,745		~~3,745~~	3,745		~~3,745~~
Total Liabilities and Member’s Equity	$	$220,735	~~310,479~~	$	$183,625	~~217,456~~

See Notes to Interim Unaudited Financial Statements

Table of Contents

CENTERPOINT ENERGY TRANSITION BOND COMPANY, LLC

STATEMENTS OF CASH FLOWS

(Unaudited)

		Nine Months Ended September 30,
	Three Months Ended March 31,
		2010				2011
	2011				2012
	(in thousands)	~~(in thousands)~~
Cash Flows from Operating Activities:
Net income	$	$—	—		$	$—	—
Adjustments for non-cash items:
Amortization of transition property			72,452				69,102
Amortization of transition bond discount and issuance costs	102				71
Amortization of transition bond discount and issuance costs			373				286
Amortization of transition property	17,341				20,316
Changes in other assets and liabilities:
Transition charge receivable	1,021		~~(6,280~~	)	1,273		~~(4,413~~	)
Accrued interest	(4,239		~~(5,498~~)	)	(3,009		~~(4,384~~)	)
Customer deposits	(516		~~582~~)		(217		~~(500~~)	)
Fees payable to servicer	(148		~~(143~~)	)	(149		~~(155~~)	)
Net cash provided by operating activities	13,561		~~61,486~~		18,285		~~59,936~~
Cash Flows from Investing Activities:
Restricted funds	517		~~(581~~	)	218		~~500~~
Net cash provided by (used in) investing activities			(581	)			500
Net cash provided by investing activities	517				218
Cash Flows from Financing Activities:
Payments of long-term debt	(29,918		~~(80,507~~)	)	(33,738		~~(87,996~~)	)
Net cash used in financing activities	(29,918		~~(80,507~~)	)	(33,738		~~(87,996~~)	)
Net Increase in Cash and Cash Equivalents			(19,602	)			(27,560	)
Net Decrease in Cash and Cash Equivalents	(15,840		)		(15,235		)
Cash and Cash Equivalents, Beginning of Period	44,031		~~33,834~~		44,183		~~44,031~~
Cash and Cash Equivalents, End of Period	$	$28,191	~~14,232~~		$	$28,948	~~16,471~~
Supplemental Disclosure of Cash Flow Information:
Cash Payments:
Interest	$	$8,327	~~20,416~~		$	$5,850	~~15,812~~

See Notes to Interim Unaudited Financial Statements

Table of Contents

CENTERPOINT ENERGY TRANSITION BOND COMPANY, LLC

NOTES TO UNAUDITED FINANCIAL STATEMENTS

(1) Background and Basis of Presentation

General. Included in this Quarterly Report on Form 10-Q (Form 10-Q) of CenterPoint Energy Transition Bond Company, LLC (the Company) are the Company’s interim financial statements and notes (Interim Financial Statements). The Interim Financial Statements are unaudited, omit certain financial statement disclosures and should be read with the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2010~~2011.

Background. The Company is a special purpose Delaware limited liability company whose sole member is CenterPoint Energy Houston Electric, LLC (CenterPoint Houston). The Company has no commercial operations and was formed for the ~~principal~~sole purpose of purchasing and owning transition property, issuing transition bonds and performing activities incidental thereto. CenterPoint Houston is a regulated utility engaged in the transmission and distribution of electric energy in the Texas Gulf Coast area that includes the city of Houston.

Basis of Presentation. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The Company’s Interim Financial Statements reflect all normal recurring adjustments that are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the respective periods. Amounts reported in the Company’s Statements of Income and Changes in Member’s Equity are not necessarily indicative of amounts expected for a full-year period due to the effects of, among other things, seasonal variations in energy consumption.

Amortization. The transition property was recorded at acquired cost and is being amortized over 12 years, the expected life of the transition bonds, based on estimated revenue from transition charges, interest accruals and other expenses. The financing order authorizing the imposition of the transition charges and the issuance of the transition bonds limits the terms of the transition bonds to no greater than 15 years. In accordance with guidance for accounting for regulated operations, amortization is adjusted for over-collection or under-collection of transition charges. The transition charges are reviewed and adjusted at least annually by the Public Utility Commission of Texas to correct prospectively any over-collections or under-collections that occurred during the preceding 12 months and to provide for the expected recovery of amounts sufficient to timely provide all payment of debt service and other required amounts and charges in connection with the transition bonds.

(2) Transition Charges

The following table shows the aggregate amount of transition charges remitted by CenterPoint Houston to the trustee under the indenture pursuant to which the transition bonds were issued (the trustee) during each month from the date of issuance of the transition bonds through ~~September~~March 3031, ~~2011~~2012 (in thousands):

	2001	~~2001~~		2002	~~2002~~		2003	~~2003~~		2004	~~2004~~		2005	~~2005~~		2006	~~2006~~		2007	~~2007~~		2008	~~2008~~		2009	~~2009~~		2010	~~2010~~		2011	~~2011~~		2012
January	$	$—	—	$	$4,584	~~4,584~~	$	$4,902	~~4,902~~	$	$4,652	~~4,652~~	$	$6,159	~~6,159~~	$	$5,729	~~5,729~~	$	$6,665	~~6,665~~	$	$7,616	~~7,616~~	$	$6,625	~~6,625~~	$	$6,837	~~6,837~~	$	$7,024	~~7,024~~	$	7,854
February	—		—	3,997		~~3,997~~	4,693		~~4,693~~	4,554		~~4,554~~	7,804		~~7,804~~	5,082		~~5,082~~	5,970		~~5,970~~	7,053		~~7,053~~	7,229		~~7,229~~	7,842		~~7,842~~	7,195		~~7,195~~	8,692
March	—		—	4,297		~~4,297~~	4,698		~~4,698~~	5,798		~~5,798~~	8,136		~~8,136~~	5,916		~~5,916~~	7,003		~~7,003~~	7,141		~~7,141~~	7,040		~~7,040~~	9,127		~~9,127~~	8,460		~~8,460~~	8,065
April	—		—	5,144		~~5,144~~	4,986		~~4,986~~	4,808		~~4,808~~	6,582		~~6,582~~	5,799		~~5,799~~	6,349		~~6,349~~	7,061		~~7,061~~	6,855		~~6,855~~	7,945		~~7,945~~	7,019		~~7,019~~	—
May	—		—	3,678		~~3,678~~	4,236		~~4,236~~	3,754		~~3,754~~	7,028		~~7,028~~	5,176		~~5,176~~	6,414		~~6,414~~	7,464		~~7,464~~	6,434		~~6,434~~	6,868		~~6,868~~	6,812		~~6,812~~	—
June	—		—	5,805		~~5,805~~	5,378		~~5,378~~	6,258		~~6,258~~	7,952		~~7,952~~	7,398		~~7,398~~	7,019		~~7,019~~	7,128		~~7,128~~	7,490		~~7,490~~	8,809		~~8,809~~	8,991		~~8,991~~	—
July	—		—	5,892		~~5,892~~	6,195		~~6,195~~	6,039		~~6,039~~	8,481		~~8,481~~	7,792		~~7,792~~	7,572		~~7,572~~	9,444		~~9,444~~	9,533		~~9,533~~	10,827		~~10,827~~	9,036		~~9,036~~	—
August	—		—	7,091		~~7,091~~	5,948		~~5,948~~	6,668		~~6,668~~	10,429		~~10,429~~	8,785		~~8,785~~	9,092		~~9,092~~	9,314		~~9,314~~	9,350		~~9,350~~	11,567		~~11,567~~	11,076		~~11,076~~	—
September	—		—	7,195		~~7,195~~	6,359		~~6,359~~	7,217		~~7,217~~	10,164		~~10,164~~	7,942		~~7,942~~	7,919		~~7,919~~	9,719		~~9,719~~	10,647		~~10,647~~	12,095		~~12,095~~	11,235		~~11,235~~	—
October	2		2	8,799		~~8,799~~	6,403		~~6,403~~	6,137		~~6,137~~	9,619		~~9,619~~	7,423		~~7,423~~	9,391		~~9,391~~	9,301		~~9,301~~	9,683		~~9,683~~	11,337		~~11,337~~	10,327			—
November	414		~~414~~	6,119		~~6,119~~	4,667		~~4,667~~	7,055		~~7,055~~	9,788		~~9,788~~	7,253		~~7,253~~	7,866		~~7,866~~	5,857		~~5,857~~	7,765		~~7,765~~	9,680		~~9,680~~	9,683			—
December	1,937		~~1,937~~	5,390		~~5,390~~	5,516		~~5,516~~	6,528		~~6,528~~	7,273		~~7,273~~	6,073		~~6,073~~	6,801		~~6,801~~	9,721		~~9,721~~	8,834		~~8,834~~	8,778		~~8,778~~	7,695			—

Table of Contents

(3) Cash and Cash Equivalents/Restricted Funds

For purposes of the Balance Sheet and Statement of Cash Flows, the Company considers investments purchased with a maturity of three months or less to be the equivalent of cash. The trustee under the indenture pursuant to which the transition bonds were issued has established, as provided in the indenture, the following subaccounts for the Company’s cash balances related to its transition bonds:

• 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 $3733.09 million and $64.28 million at December 31, ~~2010~~2011 and ~~September~~March 3031, ~~2011~~2012, respectively.

• 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 $47.21 million and $720.18 million at December 31, ~~2010~~2011 and ~~September~~March 3031, ~~2011~~2012, respectively.

• 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 $23.81 million at December 31, ~~2010~~2011 with a scheduled level of $23.81 million. The Overcollateralization Subaccount had a balance of $3.13 million at ~~September~~March 3031, ~~2011~~2012 with a scheduled level of $3.13 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. AsAt of both December 31, ~~2010~~2011 and ~~September~~March 3031, ~~2011~~2012, the Capital Subaccount had a balance of $3.7 million and is classified as Restricted Funds in the Balance Sheets.

AsAt of December 31, ~~2010~~2011 and ~~September~~March 3031, ~~2011~~2012, cash deposits provided by retail electric providers (REPs) totaled $5.96 million and $5.43 million, respectively, and are classified as Restricted Funds in the Balance Sheets.

(4) Fair Value Measurement

Assets and liabilities ~~that are~~ recorded at fair value in the Balance Sheets are categorized based upon the level of judgment associated with the inputs used to measure their value. Hierarchical levels, as defined below and directly related to the amount of subjectivity associated with the inputs to fair valuations of these assets and liabilities, are as follows:

Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date. The types of assets carried at Level 1 fair value are investments listed in active markets. At December 31, ~~2010~~2011 and ~~September~~March 3031, ~~2011~~2012, the Company held Level 1 investments of $7.8.7 million and $8.54 million, respectively, which are primarily money market funds.

Level 2: Inputs, other than quoted prices included in Level 1, are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar instruments in active markets, and inputs other than quoted prices that are observable for the asset or liability. The Company had no Level 2 assets and liabilities at either December 31, ~~2010~~2011 orand ~~September~~March 3031, ~~2011~~2012.

Level 3: Inputs are unobservable for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. These inputs reflect management’s best estimate of the assumptions market participants would use in determining fair value. The Company had no Level 3 assets and liabilities at either December 31, 2011 and March 31, 2012.

The Company determines the appropriate level for each financial asset and liability on a quarterly basis and recognizes any transfers at the end of the reporting period. For the three months ended March 31, 2012, there were no transfers between levels.

~~Table~~The fair values of ~~Contents~~cash and cash equivalents are estimated to be equivalent to carrying amounts and have been excluded from the table below. The fair value of each debt instrument is determined by multiplying the principal amount of each debt instrument by the market price. These assets and liabilities, which are not measured at fair value in the Balance Sheets but for which the fair value is disclosed, would be classified as Level 1 in the fair value hierarchy.

at either December 31, 2010 or September 30, 2011.



	December 31, 2011				March 31, 2012
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(in millions)
Financial liabilities:
Long-term debt	$	208	$	218	$	174	$	183

The Company determines the appropriate level for each financial asset and liability on a quarterly basis and recognizes any transfers at the end of the reporting period. For the quarter ended September 30, 2011, there were no transfers between levels.

The fair values of cash and cash equivalents are estimated to be equivalent to carrying amounts and have been excluded from the table below. The fair value of each debt instrument is determined by multiplying the principal amount of each debt instrument by the market price.

	December 31, 2010				September 30, 2011
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(in millions)
Financial liabilities:
Long-term debt	$	296	$	317	$	208	$	221

(5) Long-Term Debt

Principal and interest payments on the transition bonds are due semi-annually on March 15 and September 15 of each year and are paid from funds deposited with the trustee by CenterPoint Houston as servicer of the transition property.

The transition bonds are secured primarily by the transition property, which includes the irrevocable right to recover, through non-bypassable transition charges payable by certain retail electric customers, the qualified costs of CenterPoint Houston authorized by the financing order. The holders of the transition bonds have no recourse to any assets or revenues of CenterPoint Houston, and the creditors of CenterPoint Houston have no recourse to any assets or revenues (including, without limitation, the transition charges) of the Company. CenterPoint Houston has no payment obligations with respect to the transition bonds except to remit collections of transition charges as set forth in a servicing agreement between CenterPoint Houston and the Company and in an intercreditor agreement among CenterPoint Houston, the Company and other parties.

The source of repayment for the transition bonds is the transition charges. The servicer collects this non-bypassable charge from REPs in CenterPoint Houston’s service territory. The servicer deposits transition charge collections into the Company’s General Subaccount maintained by the trustee.

The outstanding transition bonds, which have an aggregate principal amount of $~~207~~174.8 1 million, a scheduled final payment date of September 15, 2013, a final maturity date of September 15, 2015 and an interest rate of 5.63%, are reflected on the Balance Sheet at ~~September~~March 3031, ~~2011~~2012 as follows (in millions):

	Amount	~~Amount~~
Long-term debt	$	$71.3	~~108.6~~
Current portion of long-term debt (based on scheduled payments)	102.8		~~99.2~~
Outstanding transition bonds	$	$174.1	~~207.8~~

~~Table~~The offollowing ~~Contents~~table shows scheduled and actual principal payments on the transition bonds from the issuance date through March 31, 2012 (in thousands):

The following table shows scheduled and actual principal payments on the transition bonds from the issuance date through September 30, 2011 (in thousands):



	Class A-1				Class A-2				Class A-3				Class A-4
	Scheduled		Actual		Scheduled		Actual		Scheduled		Actual		Scheduled		Actual
March 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		—		—		—		—
September 15, 2007	—		—		38,512		38,512		1,030		1,030		—		—
March 15, 2008	—		—		—		—		22,280		22,280		—		—
September 15, 2008	—		—		—		—		43,249		43,249		—		—
March 15, 2009	—		—		—		—		24,826		24,826		—		—
September 15, 2009	—		—		—		—		38,615		38,615		9,576		9,576
March 15, 2010	—		—		—		—		—		—		27,372		27,372
September 15, 2010	—		—		—		—		—		—		53,135		53,135
March 15, 2011	—		—		—		—		—		—		29,918		29,918
September 15, 2011	—		—		—		—		—		—		58,077		58,077
March 15, 2012	—		—		—		—		—		—		33,738		33,738

	Class A-1				Class A-2				Class A-3				Class A-4
	Scheduled		Actual		Scheduled		Actual		Scheduled		Actual		Scheduled		Actual
March 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		—		—		—		—
September 15, 2007		—		—		38,512		38,512		1,030		1,030		—		—
March 15, 2008		—		—		—		—		22,280		22,280		—		—
September 15, 2008		—		—		—		—		43,249		43,249		—		—
March 15, 2009		—		—		—		—		24,826		24,826		—		—
September 15, 2009		—		—		—		—		38,615		38,615		9,576		9,576
March 15, 2010		—		—		—		—		—		—		27,372		27,372
September 15, 2010		—		—		—		—		—		—		53,135		53,135
March 15, 2011		—		—		—		—		—		—		29,918		29,918
September 15, 2011		—		—		—		—		—		—		58,077		58,077

(6) Related Party Transactions and Major Customers

Related Party Transactions. As the servicer, CenterPoint Houston manages and administers the transition property of the Company and collects the transition charges on behalf of the Company. The Company pays a fixed annual servicing fee to CenterPoint Houston for these services. Pursuant to an administration agreement entered into between the Company and CenterPoint Houston, CenterPoint Houston also provides administrative services to the Company. The Company pays CenterPoint Houston a fixed fee for performing these services, plus all reimbursable expenses. The Company recorded administrative and servicing fees of $0.1 million during both of the three months ended ~~September~~March 3031, ~~2010 and~~ 2011. ~~The Company recorded administrative~~ and ~~servicing fees of $0~~2012.~~4 million~~ ~~during each of the nine months ended September 30, 2010 and 2011.~~

Major Customers. A significant portion of the transition charges are collected by affiliates of NRG Energy, Inc. (NRG) and by affiliates of Energy Future Holdings Corp. (Energy Future Holdings). During the three ~~and nine~~ months ended ~~September~~March 3031, ~~2010,~~2011 ~~revenues derived from transition charges to REPs that are currently affiliates of NRG accounted for approximately 37%~~ and ~~35%~~2012, ~~respectively, of total transition charge~~ revenues. ~~During the three and nine months ended September 30, 2011, revenues~~ derived from transition charges to REPs that are currently affiliates of NRG accounted for approximately 3332% and 31%, respectively, of total transition charge revenues. During the three ~~and nine~~ months ended ~~September~~March 3031, ~~2010,~~2011 ~~revenues derived from transition charges to REPs that are currently affiliates of Energy Future Holdings accounted for approximately 13%~~ and ~~12%~~2012, ~~respectively, of total transition charge~~ revenues. ~~During the three and nine months ended September 30, 2011, revenues~~ derived from transition charges to REPs that are currently affiliates of Energy Future Holdings accounted for approximately 11% and 109%, respectively, of total transition charge revenues. Affiliates of NRG had letters of credit aggregating $97.1 3 million and $78.1 3 million on deposit with the trustee at December 31, ~~2010~~2011 and ~~September~~March 3031, ~~2011~~2012, respectively. Affiliates of Energy Future Holdings had letters of credit aggregating $32.0 4 million and $2.5 7 million on deposit with the trustee at December 31, ~~2010~~2011 and ~~September~~March 3031, ~~2011~~2012, respectively. As with any REP that may default in its payment obligations in respect of transition charges, the servicer is expected to direct the trustee to seek recourse against such cash deposits or alternate form of credit support as a remedy for any payment default that may occur.

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Item 2. MANAGEMENT’S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS

This analysis should be read in combination with the Interim Financial Statements included in Item 1 of this Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, ~~2010~~2011 (~~2010~~2011 Form 10-K).

We meet the conditions specified in General Instruction H(1)(a) and (b) to Form 10-Q and therefore are providing the following analysis of our results of operations using the reduced disclosure format for wholly owned subsidiaries of reporting companies. Accordingly, we have omitted from this report the information called for by Item 2 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) and Item 3 (Quantitative and Qualitative Disclosures About Market Risk) of Part I and the following Part II items of Form 10-Q: Item 2 (Unregistered Sales of Equity Securities and Use of Proceeds), Item 3 (Defaults Upon Senior Securities) and Item 4 (Submission of Matters to a Vote of Security Holders).

We are a Delaware limited liability company established in November 1999 for limited purposes. On October 24, 2001 we issued $748.9 million aggregate principal amount of transition bonds and used the net proceeds to purchase the transition property from Reliant Energy, Incorporated, now CenterPoint Energy Houston Electric, LLC (CenterPoint Houston). As we are restricted by our organizational documents from engaging in activities other than those described under “Business” in Item 1 of our ~~2010~~2011 Form 10-K, income statement effects are limited primarily to revenue generated from the transition charges, interest expense on the transition bonds, amortization of the transition property, debt issuance expenses and the discount on the transition bonds, transition property servicing and administration fees and incidental investment interest income. Net income is expected to be zero for each reporting period.

For the three months ended ~~September~~March 3031, ~~2011~~2012, revenue from transition charges was $3224.75 million and investment income was less than $0.1 million. Amortization of transition property was $2820.53 million. Interest expense was $32.68 million related to interest on the transition bonds and amortization expense was less than $0.1 million related to amortization of debt issuance expenses and the discount on the transition bonds. We recorded administrative expenses of $01.63 million for the three months ended ~~September~~March 3031, ~~2011~~2012, which included $0.7 million related to the annual bad debt true-up.

For the three months ended ~~September~~March 3031, ~~2010~~2011, revenue from transition charges was $3521.39 million and investment income was less than $0.1 million. Amortization of transition property was $2917.73 million. Interest expense was $4.81 million related to interest on the transition bonds and amortization expense was $0.1 million related to amortization of debt issuance expenses and the discount on the transition bonds. We recorded administrative expenses of $0.84 million for the three months ended ~~September~~March 3031, ~~2010~~2011.

For the nine months ended September 30, 2011, revenue from transition charges was $82.2 million and investment income was less than $0.1 million. Amortization of transition property was $69.1 million. Interest expense was $11.4 million related to interest on the transition bonds and amortization expense was $0.3 million related to amortization of debt issuance expenses and the discount on the transition bonds. We recorded administrative expenses of $1.4 million for the nine months ended September 30, 2011.

For the nine months ended September 30, 2010, revenue from transition charges was $89.6 million and investment income was less than $0.1 million. Amortization of transition property was $72.5 million. Interest expense was $14.9 million related to interest on the transition bonds and amortization expense was $0.4 million related to amortization of debt issuance expenses and the discount on the transition bonds. We recorded administrative expenses of $1.9 million for the nine months ended September 30, 2010.

We use collections of transition charges to make scheduled principal and interest payments on the transition bonds. Transition charges, together with interest earned on collected transition charges, are expected to offset (1) interest expense on the transition bonds, (2) the principal amount of the transition bonds scheduled to be paid and (3) fees and expenses, including fees charged by CenterPoint Houston for servicing the transition property and providing administrative services to us and expenses related to such administrative services.

The transition charges are reviewed and adjusted at least annually by the Public Utility Commission of Texas (Texas Utility Commission) to correct prospectively any over-collections or under-collections that occurred during the preceding 12 months and to provide for the expected recovery of amounts sufficient to timely provide all payment of debt service and other required amounts and charges in connection with the transition bonds.

8CenterPoint Houston is required to true-up transition charges annually on November 1 in compliance with the financing order. CenterPoint Houston’s most recent true-up filing to adjust transition charges was filed with the Texas Utility Commission on September 30, 2011 and became effective November 1, 2011. The adjusted transition charges are designed to collect $111.1 million during the twelve-month period ending October 31, 2012. Such adjusted transition charges reflect the impact of an estimated over-collection of $10.5 million for the twelve-month period ended October 31, 2011.

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CenterPoint Houston is required to true-up transition charges annually on November 1 in compliance with the financing order. CenterPoint Houston’s most recent true-up filing to adjust transition charges was filed with the Texas Utility Commission on September 30, 2011 and became effective November 1, 2011. The adjusted transition charges are designed to collect $111.1 million during the twelve-month period ending October 31, 2012. Such adjusted transition charges consider the impact of an estimated over-collection of $10.5 million for the twelve-month period ended October 31, 2011.

In all material respects, each materially significant retail electric provider (i) has been billed in accordance with the financing order, (ii) has made all payments in compliance with the requirements outlined in the financing order and (iii) has satisfied the creditworthiness requirements of the financing order.

Item 4. CONTROLS AND PROCEDURES

In accordance with Exchange Act Rules 13a-15 and 15d-15, we carried out an evaluation, under the supervision and with the participation of management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of ~~September~~March 3031, ~~2011~~2012 to provide assurance that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding disclosure.

There has been no change in our internal controls over financial reporting that occurred during the three months ended ~~September~~March 3031, ~~2011~~2012 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II. OTHER INFORMATION

Item 1A. RISK FACTORS

There have been no material changes from the risk factors disclosed in our ~~2010~~2011 Form 10-K.

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Item 6. EXHIBITS

The following exhibits are filed herewith:

Exhibits not incorporated by reference to a prior filing are designated by a cross (+); all exhibits not so designated are incorporated by reference to a prior filing of CenterPoint Energy Transition Bond Company, LLC.

Agreements included as exhibits are included only to provide information to investors regarding their terms. Agreements listed below may contain representations, warranties and other provisions that were made, among other things, to provide the parties thereto with specified rights and obligations and to allocate risk among them, and no such agreement should be relied upon as constituting or providing any factual disclosures about CenterPoint Energy Transition Bond Company, LLC, any other persons, any state of affairs or other matters.

Exhibit Number	Description	Report or Registration Statement	SEC File or Registration Number	Exhibit Reference
ExhibitNumber	Description	Report or RegistrationStatement	SEC File orRegistrationNumber	ExhibitReference
4.1	Amended and Restated Limited Liability Company Agreement of Reliant Energy Transition Bond Company LLC	Current Report on Form 8-K filed with the SEC on October 23, 2001	333-91093	4.3
4.2	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	4.7
4.3	Certificate of Amendment to the Certificate of Formation of Reliant Energy Transition Bond Company LLC	Quarterly Report on Form 10-Q for the quarter ended June 30, 2003	333-91093	4.3
+10.1	Semiannual Servicer’s Certificate dated as of September 13, 2011, 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 September 15, 2011 payment date.
10.1	Semiannual Servicer’s Certificate dated as of March 13, 2012, 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, 2012 payment date.	Annual Report on Form 10-K for the year ended December 31, 2011	333-91093	10.6
+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 Kilbride
+101.INS	XBRL Instance Document (1)
+101.SCH	XBRL Taxonomy Extension Schema Document (1)
+101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document (1)
+101.LAB	XBRL Taxonomy Extension Labels Linkbase Document (1)
+101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document (1)

(1) Furnished, not filed.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CENTERPOINT ENERGY TRANSITION BOND COMPANY, LLC (Registrant) By: /s/ Walter L. Fitzgerald Walter L. Fitzgerald Senior Vice President and Chief Accounting Officer

Date: ~~November~~ 9May 11, ~~2011~~2012

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Index to Exhibits

The following exhibits are filed herewith:

Exhibit Number	Description	Report or Registration Statement	SEC File or Registration Number	Exhibit Reference
ExhibitNumber	Description	Report or RegistrationStatement	SEC File orRegistrationNumber	ExhibitReference
4.1	Amended and Restated Limited Liability Company Agreement of Reliant Energy Transition Bond Company LLC	Current Report on Form 8-K filed with the SEC on October 23, 2001	333-91093	4.3
4.2	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	4.7
4.3	Certificate of Amendment to the Certificate of Formation of Reliant Energy Transition Bond Company LLC	Quarterly Report on Form 10-Q for the quarter ended June 30, 2003	333-91093	4.3
+10.1	Semiannual Servicer’s Certificate dated as of September 13, 2011, 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 September 15, 2011 payment date.
10.1	Semiannual Servicer’s Certificate dated as of March 13, 2012, 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, 2012 payment date.	Annual Report on Form 10-K for the year ended December 31, 2011	333-91093	10.6
+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 Kilbride
+101.INS	XBRL Instance Document (1)
+101.SCH	XBRL Taxonomy Extension Schema Document (1)
+101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document (1)
+101.LAB	XBRL Taxonomy Extension Labels Linkbase Document (1)
+101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document (1)

(1) Furnished, not filed.

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