|
Texas
|
74-0694415
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
|
1111 Louisiana
Houston, Texas 77002
(Address and zip code of principal executive offices)
|
(713) 207-1111
(Registrant’s telephone number, including area code)
|
Title of each class
|
Name of each exchange on which registered
|
Common Stock, $0.01 par value
|
New York Stock Exchange
Chicago Stock Exchange
|
Large accelerated filer
þ
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
|
|
(Do not check if a smaller reporting company)
|
|
|
PART I
|
||||
|
|
Page
|
||
Item 1.
|
|
Business
|
|
|
Item 1A.
|
|
Risk Factors
|
|
|
Item 1B.
|
|
Unresolved Staff Comments
|
|
|
Item 2.
|
|
Properties
|
|
|
Item 3.
|
|
Legal Proceedings
|
|
|
Item 4.
|
|
Mine Safety Disclosures
|
|
|
PART II
|
||||
Item 5.
|
|
Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
|
Item 6.
|
|
Selected Financial Data
|
|
|
Item 7.
|
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
Item 7A.
|
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
|
Item 8.
|
|
Financial Statements and Supplementary Data
|
|
|
Item 9.
|
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
|
|
Item 9A.
|
|
Controls and Procedures
|
|
|
Item 9B.
|
|
Other Information
|
|
|
PART III
|
||||
Item 10.
|
|
Directors, Executive Officers and Corporate Governance
|
|
|
Item 11.
|
|
Executive Compensation
|
|
|
Item 12.
|
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
|
Item 13.
|
|
Certain Relationships and Related Transactions, and Director Independence
|
|
|
Item 14.
|
|
Principal Accounting Fees and Services
|
|
|
PART IV
|
||||
Item 15.
|
|
Exhibits and Financial Statement Schedules
|
|
Item 1.
|
Business
|
•
|
CenterPoint Energy Houston Electric, LLC (CenterPoint Houston), which engages in the electric transmission and distribution business in a 5,000-square mile area of the Texas Gulf Coast that includes the city of Houston; and
|
•
|
CenterPoint Energy Resources Corp. (CERC Corp. and, together with its subsidiaries, CERC), which owns and operates natural gas distribution systems in six states (Gas Operations). A wholly owned subsidiary of CERC Corp. offers variable and fixed-price physical natural gas supplies primarily to commercial and industrial customers and electric and gas utilities. As of December 31, 2013, CERC Corp. also owned approximately 58.3% of the limited partner interests in Enable, an unconsolidated partnership jointly controlled with OGE Energy Corp., which owns, operates and develops natural gas and crude oil infrastructure assets.
|
•
|
our Code of Ethics for our Chief Executive Officer and Senior Financial Officers;
|
•
|
our Ethics and Compliance Code;
|
•
|
our Corporate Governance Guidelines; and
|
•
|
the charters of the audit, compensation, finance and governance committees of our Board of Directors.
|
•
|
the lien of a Mortgage and Deed of Trust (the Mortgage) dated November 1, 1944, as supplemented; and
|
•
|
the lien of a General Mortgage (the General Mortgage) dated October 10, 2002, as supplemented, which is junior to the lien of the Mortgage.
|
|
Residential
|
|
Commercial/
Industrial
|
|
Total Customers
|
Arkansas
|
383,454
|
|
48,323
|
|
431,777
|
Louisiana
|
231,508
|
|
17,182
|
|
248,690
|
Minnesota
|
754,575
|
|
68,498
|
|
823,073
|
Mississippi
|
111,016
|
|
12,585
|
|
123,601
|
Oklahoma
|
91,582
|
|
10,798
|
|
102,380
|
Texas
|
1,518,831
|
|
89,714
|
|
1,608,545
|
Total Gas Operations
|
3,090,966
|
|
247,100
|
|
3,338,066
|
•
|
restricting the way we can handle or dispose of wastes;
|
•
|
limiting or prohibiting construction activities in sensitive areas such as wetlands, coastal regions or areas inhabited by endangered species;
|
•
|
requiring remedial action to mitigate environmental conditions caused by our operations or attributable to former operations;
|
•
|
enjoining the operations of facilities deemed in non-compliance with permits issued pursuant to such environmental laws and regulations; and
|
•
|
impacting the demand for our services by directly or indirectly affecting the use or price of natural gas.
|
•
|
construct or acquire new equipment;
|
•
|
acquire permits for facility operations;
|
•
|
modify, upgrade or replace existing and proposed equipment; and
|
•
|
clean up or decommission waste disposal areas, fuel storage and management facilities and other locations and facilities.
|
Business Segment
|
|
Number
|
|
Number
Represented
by Unions or
Other Collective
Bargaining Groups
|
||
Electric Transmission & Distribution
|
|
2,629
|
|
|
1,277
|
|
Natural Gas Distribution
|
|
3,475
|
|
|
1,303
|
|
Energy Services
|
|
140
|
|
|
—
|
|
Midstream Investments
|
|
1,099
|
|
|
—
|
|
Other Operations
|
|
1,248
|
|
|
—
|
|
Total
|
|
8,591
|
|
|
2,580
|
|
Name
|
|
Age
|
|
Title
|
Milton Carroll
|
|
63
|
|
Executive Chairman
|
Scott M. Prochazka
|
|
47
|
|
President and Chief Executive Officer and Director
|
Scott E. Rozzell
|
|
64
|
|
Executive Vice President, General Counsel and Corporate Secretary
|
Thomas R. Standish
|
|
64
|
|
Executive Vice President
|
Gary L. Whitlock
|
|
64
|
|
Executive Vice President and Chief Financial Officer
|
Tracy B. Bridge
|
|
55
|
|
Executive Vice President and President, Electric Division
|
Joseph B. McGoldrick
|
|
60
|
|
Executive Vice President and President, Gas Division
|
Item 1A.
|
Risk Factors
|
•
|
general economic and capital market conditions;
|
•
|
credit availability from financial institutions and other lenders;
|
•
|
investor confidence in us and the markets in which we operate;
|
•
|
maintenance of acceptable credit ratings;
|
•
|
market expectations regarding our future earnings and cash flows;
|
•
|
market perceptions of our ability to access capital markets on reasonable terms;
|
•
|
our exposure to GenOn Energy, Inc. (GenOn) (formerly known as RRI Energy, Inc., Reliant Energy, Inc. and Reliant Resources, Inc. (RRI)), a wholly owned subsidiary of NRG, in connection with certain indemnification obligations;
|
•
|
incremental collateral that may be required due to regulation of derivatives; and
|
•
|
provisions of relevant tax and securities laws.
|
•
|
restricting the way we can handle or dispose of wastes;
|
•
|
limiting or prohibiting construction activities in sensitive areas such as wetlands, coastal regions, or areas inhabited by endangered species;
|
•
|
requiring remedial action to mitigate environmental conditions caused by our operations, or attributable to former operations;
|
•
|
enjoining the operations of facilities deemed in non-compliance with permits issued pursuant to such environmental laws and regulations; and
|
•
|
impacting the demand for our services by directly or indirectly affecting the use or price of natural gas.
|
•
|
construct or acquire new equipment;
|
•
|
acquire permits for facility operations;
|
•
|
modify or replace existing and proposed equipment; and
|
•
|
clean up or decommission waste disposal areas, fuel storage and management facilities and other locations and facilities.
|
•
|
merchant energy, energy trading and REP businesses transferred to RRI or its subsidiaries in connection with the organization and capitalization of RRI prior to its initial public offering in 2001 and now owned by affiliates of NRG; and
|
•
|
Texas electric generating facilities transferred to a subsidiary of Texas Genco Holdings, Inc. (Texas Genco) in 2002, later sold to a third party and now owned by an affiliate of NRG.
|
•
|
operator error or failure of equipment or processes;
|
•
|
operating limitations that may be imposed by environmental or other regulatory requirements;
|
•
|
labor disputes;
|
•
|
information technology system failures; and
|
•
|
catastrophic events such as fires, earthquakes, explosions, floods, droughts, hurricanes, pandemic health events or other similar occurrences.
|
•
|
acquired businesses or assets may not produce revenues, earnings or cash flow at anticipated levels;
|
•
|
acquired businesses or assets could have environmental, permitting or other problems for which contractual protections prove inadequate;
|
•
|
we may assume liabilities that were not disclosed to us, that exceed our estimates, or for which our rights to indemnification from the seller are limited;
|
•
|
we may be unable to integrate acquired businesses successfully and realize anticipated economic, operational and other benefits in a timely manner, which could result in substantial costs and delays or other operational, technical or financial problems; and
|
•
|
acquisitions, or the pursuit of acquisitions, could disrupt our ongoing businesses, distract management, divert resources and make it difficult to maintain our current business standards, controls and procedures.
|
•
|
the fees and gross margins it realizes with respect to the volume of natural gas and crude oil that it handles;
|
•
|
the prices of, levels of production of, and demand for natural gas and crude oil;
|
•
|
the volume of natural gas and crude oil it gathers, compresses, treats, dehydrates, processes, fractionates, transports and stores;
|
•
|
the relationship among prices for natural gas, NGLs and crude oil;
|
•
|
cash calls and settlements of hedging positions;
|
•
|
margin requirements on open price risk management assets and liabilities;
|
•
|
the level of competition from other midstream energy companies;
|
•
|
adverse effects of governmental and environmental regulation;
|
•
|
the level of its operation and maintenance expenses and general and administrative costs; and
|
•
|
prevailing economic conditions.
|
•
|
the level and timing of its capital expenditures;
|
•
|
the cost of acquisitions;
|
•
|
its debt service requirements and other liabilities;
|
•
|
fluctuations in its working capital needs;
|
•
|
its ability to borrow funds and access capital markets;
|
•
|
restrictions contained in its debt agreements;
|
•
|
the amount of cash reserves established by its general partner; and
|
•
|
other business risks affecting its cash levels.
|
•
|
implementing our business plan for the combined business;
|
•
|
changes in applicable laws and regulations or conditions imposed by regulators;
|
•
|
retaining key employees;
|
•
|
operating risks inherent in the contributed businesses;
|
•
|
realizing growth, revenue and expense targets; and
|
•
|
unanticipated issues, costs, obligations and liabilities.
|
•
|
the availability and cost of capital;
|
•
|
prevailing and projected commodity prices, including the prices of natural gas, NGLs and crude oil;
|
•
|
demand for natural gas, NGLs and crude oil;
|
•
|
levels of reserves;
|
•
|
geological considerations;
|
•
|
environmental or other governmental regulations, including the availability of drilling permits and the regulation of hydraulic fracturing; and
|
•
|
the availability of drilling rigs and other costs of production and equipment.
|
•
|
damage to pipelines and plants, related equipment and surrounding properties caused by hurricanes, tornadoes, floods, fires and other natural disasters, acts of terrorism and actions by third parties;
|
•
|
inadvertent damage from construction, vehicles, farm and utility equipment;
|
•
|
leaks of natural gas, crude oil and other hydrocarbons or losses of natural gas and crude oil as a result of the malfunction of equipment or facilities;
|
•
|
ruptures, fires and explosions; and
|
•
|
other hazards that could also result in personal injury and loss of life, pollution and suspension of operations.
|
•
|
the ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired or the financing may not be available on favorable terms, if at all;
|
•
|
a portion of cash flows will be required to make interest payments on the debt, reducing the funds that would otherwise be available for operations, future business opportunities and distributions;
|
•
|
Enable’s debt level will make it more vulnerable to competitive pressures or a downturn in its business or the economy generally; and
|
•
|
Enable’s debt level may limit its flexibility in responding to changing business and economic conditions.
|
•
|
permit its subsidiaries to incur or guarantee additional debt;
|
•
|
incur or permit to exist certain liens on assets;
|
•
|
dispose of assets;
|
•
|
merge or consolidate with another company or engage in a change of control;
|
•
|
enter into transactions with affiliates on non-arm’s length terms; and
|
•
|
change the nature of its business.
|
•
|
rates, operating terms, conditions of service and service contracts;
|
•
|
certification and construction of new facilities;
|
•
|
extension or abandonment of services and facilities or expansion of existing facilities;
|
•
|
maintenance of accounts and records;
|
•
|
acquisition and disposition of facilities;
|
•
|
initiation and discontinuation of services;
|
•
|
depreciation and amortization policies;
|
•
|
conduct and relationship with certain affiliates;
|
•
|
market manipulation in connection with interstate sales, purchases or natural gas transportation; and
|
•
|
various other matters.
|
•
|
develop a baseline plan to prioritize the assessment of a covered pipeline segment;
|
•
|
identify and characterize applicable threats that could impact a high consequence area;
|
•
|
improve data collection, integration, and analysis;
|
•
|
repair and remediate pipelines as necessary; and
|
•
|
implement preventive and mitigating action.
|
Item 1B.
|
Unresolved Staff Comments
|
Item 2.
|
Properties
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
Market Price
|
|
Dividend
Declared
|
||||||||
|
High
|
|
Low
|
|
Per Share
|
||||||
2013
|
|
|
|
|
|
||||||
First Quarter
|
|
|
|
|
$
|
0.2075
|
|
||||
January 8
|
|
|
$
|
19.47
|
|
|
|
||||
March 28
|
$
|
23.96
|
|
|
|
|
|
||||
Second Quarter
|
|
|
|
|
$
|
0.2075
|
|
||||
April 30
|
$
|
24.68
|
|
|
|
|
|
||||
June 20
|
|
|
$
|
22.49
|
|
|
|
||||
Third Quarter
|
|
|
|
|
$
|
0.2075
|
|
||||
August 1
|
$
|
25.16
|
|
|
|
|
|
||||
September 5
|
|
|
$
|
22.76
|
|
|
|
||||
Fourth Quarter
|
|
|
|
|
$
|
0.2075
|
|
||||
November 15
|
$
|
25.07
|
|
|
|
|
|
||||
December 13
|
|
|
$
|
22.68
|
|
|
|
||||
|
|
|
|
|
|
||||||
2012
|
|
|
|
|
|
|
|
|
|||
First Quarter
|
|
|
|
|
|
|
$
|
0.2025
|
|
||
January 3
|
$
|
19.89
|
|
|
|
|
|
|
|||
January 27
|
|
|
$
|
18.23
|
|
|
|
|
|||
Second Quarter
|
|
|
|
|
$
|
0.2025
|
|
||||
April 10
|
|
|
$
|
19.06
|
|
|
|
|
|||
June 18
|
$
|
20.71
|
|
|
|
|
|
|
|||
Third Quarter
|
|
|
|
|
$
|
0.2025
|
|
||||
August 23
|
|
|
$
|
20.24
|
|
|
|
|
|||
September 26
|
$
|
21.45
|
|
|
|
|
|
|
|||
Fourth Quarter
|
|
|
|
|
$
|
0.2025
|
|
||||
October 17
|
$
|
21.75
|
|
|
|
|
|
|
|||
December 28
|
|
|
$
|
19.00
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||||
|
2013
|
|
2012
|
|
2011 (1)
|
|
2010
|
|
2009
|
||||||||||||
|
(in millions, except per share amounts)
|
||||||||||||||||||||
Revenues
|
$
|
8,106
|
|
|
$
|
7,452
|
|
|
$
|
8,450
|
|
|
$
|
8,785
|
|
|
$
|
8,281
|
|
||
Equity in Earnings of Unconsolidated Affiliates
|
$
|
188
|
|
(2
|
)
|
31
|
|
|
30
|
|
|
29
|
|
|
15
|
|
|||||
Income before Extraordinary Item
|
311
|
|
|
417
|
|
|
770
|
|
|
442
|
|
|
372
|
|
|||||||
Extraordinary Item, net of tax
|
—
|
|
|
—
|
|
|
587
|
|
|
—
|
|
|
—
|
|
|||||||
Net income
|
$
|
311
|
|
|
$
|
417
|
|
|
$
|
1,357
|
|
|
$
|
442
|
|
|
$
|
372
|
|
||
Basic earnings per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income before Extraordinary Item
|
$
|
0.73
|
|
|
$
|
0.98
|
|
|
$
|
1.81
|
|
|
$
|
1.08
|
|
|
$
|
1.02
|
|
||
Extraordinary Item, net of tax
|
—
|
|
|
—
|
|
|
1.38
|
|
|
—
|
|
|
—
|
|
|||||||
Basic earnings per common share
|
$
|
0.73
|
|
|
$
|
0.98
|
|
|
$
|
3.19
|
|
|
$
|
1.08
|
|
|
$
|
1.02
|
|
||
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income before Extraordinary Item
|
$
|
0.72
|
|
|
$
|
0.97
|
|
|
$
|
1.80
|
|
|
$
|
1.07
|
|
|
$
|
1.01
|
|
||
Extraordinary Item, net of tax
|
—
|
|
|
—
|
|
|
1.37
|
|
|
—
|
|
|
—
|
|
|||||||
Diluted earnings per common share
|
$
|
0.72
|
|
|
$
|
0.97
|
|
|
$
|
3.17
|
|
|
$
|
1.07
|
|
|
$
|
1.01
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash dividends declared per common share
|
$
|
0.83
|
|
|
$
|
0.81
|
|
|
$
|
0.79
|
|
|
$
|
0.78
|
|
|
$
|
0.76
|
|
||
Dividend payout ratio
|
114
|
%
|
|
83
|
%
|
|
44
|
%
|
(3
|
)
|
72
|
%
|
|
75
|
%
|
||||||
Return on average common equity
|
7
|
%
|
|
10
|
%
|
|
21
|
%
|
(3
|
)
|
15
|
%
|
|
16
|
%
|
||||||
Ratio of earnings to fixed charges
|
2.42
|
|
|
2.29
|
|
|
2.96
|
|
(3
|
)
|
2.08
|
|
|
1.82
|
|
||||||
At year-end:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Book value per common share
|
$
|
10.09
|
|
|
$
|
10.09
|
|
|
$
|
9.91
|
|
|
$
|
7.53
|
|
|
$
|
6.74
|
|
||
Market price per common share
|
23.18
|
|
|
19.25
|
|
|
20.09
|
|
|
15.72
|
|
|
14.51
|
|
|||||||
Market price as a percent of book value
|
230
|
%
|
|
191
|
%
|
|
203
|
%
|
|
209
|
%
|
|
215
|
%
|
|||||||
Total assets
|
$
|
21,870
|
|
|
$
|
22,871
|
|
|
$
|
21,703
|
|
|
$
|
20,111
|
|
|
$
|
19,773
|
|
||
Short-term borrowings
|
43
|
|
|
38
|
|
|
62
|
|
|
53
|
|
|
55
|
|
|||||||
Transition and system restoration bonds, including current maturities
|
3,400
|
|
|
3,847
|
|
|
2,522
|
|
|
2,805
|
|
|
3,046
|
|
|||||||
Other long-term debt, including current maturities
|
4,914
|
|
|
5,910
|
|
|
6,603
|
|
|
6,624
|
|
|
6,976
|
|
|||||||
Capitalization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Common stock equity
|
34
|
%
|
|
31
|
%
|
|
32
|
%
|
|
25
|
%
|
|
21
|
%
|
|||||||
Long-term debt, including current maturities
|
66
|
%
|
|
69
|
%
|
|
68
|
%
|
|
75
|
%
|
|
79
|
%
|
|||||||
Capitalization, excluding transition and system restoration bonds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Common stock equity
|
47
|
%
|
|
42
|
%
|
|
39
|
%
|
|
33
|
%
|
|
27
|
%
|
|||||||
Long-term debt, excluding transition and system restoration bonds, and including current maturities
|
53
|
%
|
|
58
|
%
|
|
61
|
%
|
|
67
|
%
|
|
73
|
%
|
|||||||
Capital expenditures
|
$
|
1,272
|
|
|
$
|
1,188
|
|
|
$
|
1,191
|
|
|
$
|
1,462
|
|
|
$
|
1,148
|
|
(1)
|
2011 Income before Extraordinary Item includes a $224 million after-tax ($0.53 and $0.52 per basic and diluted share, respectively) return on true-up balance related to a portion of interest on the appealed true-up amount.
|
(2)
|
Following the formation of Enable Midstream Partners LP (Enable) on May 1, 2013, Enable owns substantially all of our former Interstate Pipelines and Field Services business segments, except for our retained 25.05% interest in Southeast Supply Header, LLC (SESH). As of December 31, 2013, we owned approximately 58.3% of the limited partner interest in Enable, an unconsolidated subsidiary, which we account for on an equity basis.
|
(3)
|
Calculated using Income before Extraordinary Item.
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
CenterPoint Energy Houston Electric, LLC (CenterPoint Houston), which engages in the electric transmission and distribution business in a 5,000-square mile area of the Texas Gulf Coast that includes the city of Houston; and
|
•
|
CenterPoint Energy Resources Corp. (CERC Corp. and, together with its subsidiaries, CERC), which owns and operates natural gas distribution systems in six states (Gas Operations). A wholly owned subsidiary of CERC Corp. offers variable and fixed-price physical natural gas supplies primarily to commercial and industrial customers and electric and gas utilities. As of December 31, 2013, CERC Corp. also owned approximately 58.3% of the limited partner interests in Enable, an unconsolidated partnership jointly controlled with OGE Energy Corp., which owns, operates and develops natural gas and crude oil infrastructure assets.
|
•
|
state and federal legislative and regulatory actions or developments affecting various aspects of our businesses (including the businesses of Enable), including, among others, energy deregulation or re-regulation, pipeline integrity and safety, health care reform, financial reform, tax legislation and actions regarding the rates charged by our regulated businesses;
|
•
|
state and federal legislative and regulatory actions or developments relating to the environment, including those related to global climate change;
|
•
|
timely and appropriate rate actions that allow recovery of costs and a reasonable return on investment;
|
•
|
the timing and outcome of any audits, disputes and other proceedings related to taxes;
|
•
|
problems with construction, implementation of necessary technology or other issues with respect to major capital projects that result in delays or in cost overruns that cannot be recouped in rates;
|
•
|
industrial, commercial and residential growth in our service territories and changes in market demand, including the effects of energy efficiency measures and demographic patterns;
|
•
|
the timing and extent of changes in commodity prices, particularly natural gas and natural gas liquids (NGLs), and the effects of geographic and seasonal commodity price differentials
;
|
•
|
weather variations and other natural phenomena, including the impact of severe weather events on operations and capital;
|
•
|
any direct or indirect effects on our facilities, operations and financial condition resulting from terrorism, cyber-attacks, data security breaches or other attempts to disrupt our businesses or the businesses of third parties, or other catastrophic events;
|
•
|
the impact of unplanned facility outages;
|
•
|
timely and appropriate regulatory actions allowing securitization or other recovery of costs associated with any future hurricanes or natural disasters;
|
•
|
changes in interest rates or rates of inflation;
|
•
|
commercial bank and financial market conditions, our access to capital, the cost of such capital, and the results of our financing and refinancing efforts, including availability of funds in the debt capital markets;
|
•
|
actions by credit rating agencies;
|
•
|
effectiveness of our risk management activities;
|
•
|
inability of various counterparties to meet their obligations to us;
|
•
|
non-payment for our services due to financial distress of our customers;
|
•
|
the ability of GenOn Energy, Inc. (formerly known as RRI Energy, Inc., Reliant Energy, Inc. and Reliant Resources, Inc.), a wholly owned subsidiary of NRG Energy, Inc. (NRG), and its subsidiaries to satisfy their obligations to us, including indemnity obligations, or obligations in connection with the contractual arrangements pursuant to which we are their guarantor;
|
•
|
the ability of retail electric providers (REPs), including REP affiliates of NRG, Just Energy Group, Inc. and Energy Future Holdings Corp., which are CenterPoint Energy Houston Electric, LLC’s largest customers, to satisfy their obligations to us and our subsidiaries;
|
•
|
the outcome of litigation brought by or against us;
|
•
|
our ability to control costs;
|
•
|
the investment performance of our pension and postretirement benefit plans;
|
•
|
our potential business strategies, including restructurings, joint ventures and acquisitions or dispositions of assets or businesses, which we cannot assure you will be completed or will have the anticipated benefits to us;
|
•
|
acquisition and merger activities involving us or our competitors;
|
•
|
future economic conditions in regional and national markets and their effect on sales, prices and costs;
|
•
|
the performance of Enable, the amount of cash distributions we receive from Enable, the value of our interest in Enable and factors that may have a material impact on such performance, cash distributions and value, including certain of the factors specified above and:
|
◦
|
the integration of the operations of the businesses we contributed to Enable with those contributed by OGE and ArcLight;
|
◦
|
the achievement of anticipated operational and commercial synergies and expected growth opportunities, and the successful implementation of its business plan;
|
◦
|
competitive conditions in the midstream industry and actions taken by Enable's customers and competitors, including the extent and timing of the entry of additional competition in the markets served by Enable;
|
◦
|
the timing and extent of changes in the supply of natural gas and associated commodity prices, particularly prices of natural gas and NGLs, the competitive effects of the available pipeline capacity in the regions served by Enable and the effects of geographic and seasonal commodity price differentials, including the effects of these circumstances on re-contracting available capacity on Enable's interstate pipelines;
|
◦
|
the demand for natural gas, NGLs and transportation and storage services;
|
◦
|
changes in tax status;
|
◦
|
access to growth capital;
|
◦
|
the availability and prices of raw materials for current and future construction projects;
|
◦
|
the timing and terms of Enable’s planned initial public offering, the actual consummation of which is subject to market conditions, regulatory requirements and other factors; and
|
•
|
other factors we discuss under “Risk Factors” in Item 1A of this report and in other reports we file from time to time with the SEC.
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues
|
$
|
8,106
|
|
|
$
|
7,452
|
|
|
$
|
8,450
|
|
Expenses
|
7,096
|
|
|
6,414
|
|
|
7,152
|
|
|||
Operating Income
|
1,010
|
|
|
1,038
|
|
|
1,298
|
|
|||
Gain on Marketable Securities
|
236
|
|
|
154
|
|
|
19
|
|
|||
Gain (Loss) on Indexed Debt Securities
|
(193
|
)
|
|
(71
|
)
|
|
35
|
|
|||
Interest and Other Finance Charges
|
(351
|
)
|
|
(422
|
)
|
|
(456
|
)
|
|||
Interest on Transition and System Restoration Bonds
|
(133
|
)
|
|
(147
|
)
|
|
(127
|
)
|
|||
Equity in Earnings of Unconsolidated Affiliates
|
188
|
|
|
31
|
|
|
30
|
|
|||
Return on True-Up Balance
|
—
|
|
|
—
|
|
|
352
|
|
|||
Step acquisition gain
|
—
|
|
|
136
|
|
|
—
|
|
|||
Other Income, net
|
24
|
|
|
38
|
|
|
23
|
|
|||
Income Before Income Taxes and Extraordinary Item
|
781
|
|
|
757
|
|
|
1,174
|
|
|||
Income Tax Expense
|
470
|
|
|
340
|
|
|
404
|
|
|||
Income Before Extraordinary Item
|
311
|
|
|
417
|
|
|
770
|
|
|||
Extraordinary Item, net of tax
|
—
|
|
|
—
|
|
|
587
|
|
|||
Net Income
|
$
|
311
|
|
|
$
|
417
|
|
|
$
|
1,357
|
|
|
|
|
|
|
|
||||||
Basic Earnings Per Share:
|
|
|
|
|
|
||||||
Income Before Extraordinary Item
|
$
|
0.73
|
|
|
$
|
0.98
|
|
|
$
|
1.81
|
|
Extraordinary Item, net of tax
|
—
|
|
|
—
|
|
|
1.38
|
|
|||
Net Income
|
$
|
0.73
|
|
|
$
|
0.98
|
|
|
$
|
3.19
|
|
|
|
|
|
|
|
||||||
Diluted Earnings Per Share:
|
|
|
|
|
|
||||||
Income Before Extraordinary Item
|
$
|
0.72
|
|
|
$
|
0.97
|
|
|
$
|
1.80
|
|
Extraordinary Item, net of tax
|
—
|
|
|
—
|
|
|
1.37
|
|
|||
Net Income
|
$
|
0.72
|
|
|
$
|
0.97
|
|
|
$
|
3.17
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Electric Transmission & Distribution
|
$
|
607
|
|
|
$
|
639
|
|
|
$
|
623
|
|
Natural Gas Distribution
|
263
|
|
|
226
|
|
|
226
|
|
|||
Energy Services
|
13
|
|
|
(250
|
)
|
|
6
|
|
|||
Interstate Pipelines
|
72
|
|
|
207
|
|
|
248
|
|
|||
Field Services
|
73
|
|
|
214
|
|
|
189
|
|
|||
Other Operations
|
(18
|
)
|
|
2
|
|
|
6
|
|
|||
Total Consolidated Operating Income
|
$
|
1,010
|
|
|
$
|
1,038
|
|
|
$
|
1,298
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Electric transmission and distribution utility
|
$
|
2,063
|
|
|
$
|
1,949
|
|
|
$
|
1,893
|
|
Transition and system restoration bond companies
|
507
|
|
|
591
|
|
|
444
|
|
|||
Total revenues
|
2,570
|
|
|
2,540
|
|
|
2,337
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|||
Operation and maintenance, excluding transition and system restoration bond companies
|
1,045
|
|
|
942
|
|
|
908
|
|
|||
Depreciation and amortization, excluding transition and system restoration bond companies
|
319
|
|
|
301
|
|
|
279
|
|
|||
Taxes other than income taxes
|
225
|
|
|
214
|
|
|
210
|
|
|||
Transition and system restoration bond companies
|
374
|
|
|
444
|
|
|
317
|
|
|||
Total expenses
|
1,963
|
|
|
1,901
|
|
|
1,714
|
|
|||
Operating Income
|
$
|
607
|
|
|
$
|
639
|
|
|
$
|
623
|
|
|
|
|
|
|
|
||||||
Operating Income:
|
|
|
|
|
|
|
|||||
Electric transmission and distribution operations
|
$
|
474
|
|
|
$
|
492
|
|
|
$
|
496
|
|
Transition and system restoration bond companies (1)
|
133
|
|
|
147
|
|
|
127
|
|
|||
Total segment operating income
|
$
|
607
|
|
|
$
|
639
|
|
|
$
|
623
|
|
Throughput (in gigawatt-hours (GWh)):
|
|
|
|
|
|
|
|
|
|||
Residential
|
27,485
|
|
|
27,315
|
|
|
28,511
|
|
|||
Total
|
79,985
|
|
|
78,593
|
|
|
80,013
|
|
|||
Number of metered customers at end of period:
|
|
|
|
|
|
|
|
|
|||
Residential
|
1,982,699
|
|
|
1,943,423
|
|
|
1,904,818
|
|
|||
Total
|
2,244,289
|
|
|
2,199,764
|
|
|
2,155,710
|
|
(1)
|
Represents the amount necessary to pay interest on the transition and system restoration bonds.
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues
|
$
|
2,863
|
|
|
$
|
2,342
|
|
|
$
|
2,841
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|||
Natural gas
|
1,607
|
|
|
1,196
|
|
|
1,675
|
|
|||
Operation and maintenance
|
667
|
|
|
637
|
|
|
655
|
|
|||
Depreciation and amortization
|
185
|
|
|
173
|
|
|
166
|
|
|||
Taxes other than income taxes
|
141
|
|
|
110
|
|
|
119
|
|
|||
Total expenses
|
2,600
|
|
|
2,116
|
|
|
2,615
|
|
|||
Operating Income
|
$
|
263
|
|
|
$
|
226
|
|
|
$
|
226
|
|
Throughput (in Bcf):
|
|
|
|
|
|
|
|||||
Residential
|
182
|
|
|
140
|
|
|
172
|
|
|||
Commercial and industrial
|
265
|
|
|
243
|
|
|
251
|
|
|||
Total Throughput
|
447
|
|
|
383
|
|
|
423
|
|
|||
Number of customers at end of period:
|
|
|
|
|
|
|
|
||||
Residential
|
3,090,966
|
|
|
3,058,695
|
|
|
3,036,267
|
|
|||
Commercial and industrial
|
247,100
|
|
|
246,413
|
|
|
246,220
|
|
|||
Total
|
3,338,066
|
|
|
3,305,108
|
|
|
3,282,487
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues
|
$
|
2,401
|
|
|
$
|
1,784
|
|
|
$
|
2,511
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|||
Natural gas
|
2,336
|
|
|
1,730
|
|
|
2,458
|
|
|||
Operation and maintenance
|
46
|
|
|
45
|
|
|
41
|
|
|||
Depreciation and amortization
|
5
|
|
|
6
|
|
|
5
|
|
|||
Taxes other than income taxes
|
1
|
|
|
1
|
|
|
1
|
|
|||
Goodwill impairment
|
—
|
|
|
252
|
|
|
—
|
|
|||
Total expenses
|
2,388
|
|
|
2,034
|
|
|
2,505
|
|
|||
Operating Income (Loss)
|
$
|
13
|
|
|
$
|
(250
|
)
|
|
$
|
6
|
|
|
|
|
|
|
|
||||||
Throughput (in Bcf)
|
600
|
|
|
562
|
|
|
558
|
|
|||
|
|
|
|
|
|
||||||
Number of customers at end of period (1)
|
17,510
|
|
|
16,330
|
|
|
14,267
|
|
(1)
|
These numbers do not include approximately 8,800 and 12,700 natural gas customers as of December 31, 2013 and 2012, respectively, that are under residential and small commercial choice programs invoiced by their host utility.
|
|
Year Ended December 31,
|
||||||||||
|
2013 (1)
|
|
2012
|
|
2011
|
||||||
Revenues
|
$
|
186
|
|
|
$
|
502
|
|
|
$
|
553
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|||
Natural gas
|
35
|
|
|
57
|
|
|
67
|
|
|||
Operation and maintenance
|
51
|
|
|
153
|
|
|
152
|
|
|||
Depreciation and amortization
|
20
|
|
|
56
|
|
|
54
|
|
|||
Taxes other than income taxes
|
8
|
|
|
29
|
|
|
32
|
|
|||
Total expenses
|
114
|
|
|
295
|
|
|
305
|
|
|||
Operating Income
|
$
|
72
|
|
|
$
|
207
|
|
|
$
|
248
|
|
|
|
|
|
|
|
||||||
Equity in earnings of unconsolidated affiliates
|
$
|
7
|
|
|
$
|
26
|
|
|
$
|
21
|
|
|
|
|
|
|
|
||||||
Transportation throughput (in Bcf)
|
482
|
|
|
1,367
|
|
|
1,579
|
|
|
Year Ended December 31,
|
||||||||||
|
2013 (1)
|
|
2012
|
|
2011
|
||||||
Revenues
|
$
|
196
|
|
|
$
|
506
|
|
|
$
|
412
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|||
Natural gas
|
54
|
|
|
122
|
|
|
68
|
|
|||
Operation and maintenance
|
45
|
|
|
115
|
|
|
112
|
|
|||
Depreciation and amortization
|
20
|
|
|
50
|
|
|
37
|
|
|||
Taxes other than income taxes
|
4
|
|
|
5
|
|
|
6
|
|
|||
Total expenses
|
123
|
|
|
292
|
|
|
223
|
|
|||
Operating Income
|
$
|
73
|
|
|
$
|
214
|
|
|
$
|
189
|
|
|
|
|
|
|
|
||||||
Equity in earnings of unconsolidated affiliates
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
9
|
|
|
|
|
|
|
|
||||||
Gathering throughput (in Bcf)
|
252
|
|
|
896
|
|
|
823
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues
|
$
|
14
|
|
|
$
|
11
|
|
|
$
|
11
|
|
Expenses
|
32
|
|
|
9
|
|
|
5
|
|
|||
Operating Income (Loss)
|
$
|
(18
|
)
|
|
$
|
2
|
|
|
$
|
6
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
1,613
|
|
|
$
|
1,860
|
|
|
$
|
1,888
|
|
Investing activities
|
(1,300
|
)
|
|
(1,603
|
)
|
|
(1,206
|
)
|
|||
Financing activities
|
(751
|
)
|
|
169
|
|
|
(661
|
)
|
•
|
capital expenditures of approximately $1.4 billion;
|
•
|
scheduled principal payments on transition and system restoration bonds of $354 million;
|
•
|
the expected March 2014 purchase and redemption of pollution control bonds aggregating approximately $100 million at 101% of their principal amount;
|
•
|
pension contributions aggregating approximately $87 million; and
|
•
|
dividend payments on CenterPoint Energy common stock and interest payments on debt.
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
||||||||||||
Electric Transmission & Distribution
|
$
|
759
|
|
|
$
|
781
|
|
|
$
|
833
|
|
|
$
|
718
|
|
|
$
|
655
|
|
|
$
|
666
|
|
Natural Gas Distribution
|
430
|
|
|
521
|
|
|
491
|
|
|
401
|
|
|
421
|
|
|
404
|
|
||||||
Energy Services
|
3
|
|
|
10
|
|
|
19
|
|
|
36
|
|
|
11
|
|
|
11
|
|
||||||
Interstate Pipelines (1)
|
29
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Field Services (1)
|
16
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other Operations
|
35
|
|
|
62
|
|
|
47
|
|
|
43
|
|
|
53
|
|
|
52
|
|
||||||
Total
|
$
|
1,272
|
|
|
$
|
1,374
|
|
|
$
|
1,390
|
|
|
$
|
1,198
|
|
|
$
|
1,140
|
|
|
$
|
1,133
|
|
(1)
|
Following the formation of Enable on May 1, 2013, substantially all of the assets of CenterPoint Energy's former Interstate Pipelines and Field Services business segments are owned by Enable.
|
Contractual Obligations
|
|
Total
|
|
2014
|
|
2015-2016
|
|
2017-2018
|
|
2019 and
thereafter
|
||||||||||
Transition and system restoration bond debt
|
|
$
|
3,400
|
|
|
$
|
354
|
|
|
$
|
763
|
|
|
$
|
845
|
|
|
$
|
1,438
|
|
Other long-term debt (1)
|
|
5,533
|
|
|
—
|
|
|
593
|
|
|
1,396
|
|
|
3,544
|
|
|||||
Interest payments — transition and system restoration bond debt (2)
|
|
594
|
|
|
119
|
|
|
203
|
|
|
146
|
|
|
126
|
|
|||||
Interest payments — other long-term debt (2)
|
|
3,433
|
|
|
286
|
|
|
538
|
|
|
435
|
|
|
2,174
|
|
|||||
Short-term borrowings
|
|
43
|
|
|
43
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Capital leases
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Operating leases (3)
|
|
21
|
|
|
6
|
|
|
8
|
|
|
4
|
|
|
3
|
|
|||||
Benefit obligations (4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Non-trading derivative liabilities
|
|
21
|
|
|
17
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|||||
Other commodity commitments (5)
|
|
1,723
|
|
|
408
|
|
|
701
|
|
|
494
|
|
|
120
|
|
|||||
Total contractual cash obligations (6)
|
|
$
|
14,769
|
|
|
$
|
1,233
|
|
|
$
|
2,810
|
|
|
$
|
3,320
|
|
|
$
|
7,406
|
|
(1)
|
2.0% Zero-Premium Exchangeable Subordinated Notes due 2029 (ZENS) obligations are included in the 2019 and thereafter column at their contingent principal amount as of December 31, 2013 of $763 million. These obligations are exchangeable for cash at any time at the option of the holders for 95% of the current value of the reference shares attributable to each ZENS ($767 million at
December 31, 2013
), as discussed in Note 10 to our consolidated financial statements.
|
(2)
|
We calculated estimated interest payments for long-term debt as follows: for fixed-rate debt and term debt, we calculated interest based on the applicable rates and payment dates; for variable-rate debt and/or non-term debt, we used interest rates in place as of
December 31, 2013
. We typically expect to settle such interest payments with cash flows from operations and short-term borrowings.
|
(3)
|
For a discussion of operating leases, please read Note 14(c) to our consolidated financial statements.
|
(4)
|
In 2014, we expect to make contributions to our qualified pension plan aggregating approximately $87 million. We expect to contribute approximately $9 million and $17 million, respectively, to our non-qualified pension and postretirement benefits plans in 2014.
|
(5)
|
For a discussion of other commodity commitments, please read Note 14(a) to our consolidated financial statements.
|
(6)
|
This table does not include estimated future payments for expected future asset retirement obligations. These payments are primarily estimated to be incurred after 2019. We record a separate liability for the fair value of these asset retirement obligations which totaled $134 million as of December 31, 2013. See Note 3(c), Asset Retirement Obligation in our consolidated financial statements.
|
Date Executed
|
|
Company
|
|
Size of
Facility
|
|
Amount
Utilized at
February 14, 2014 (1)
|
|
Termination Date
|
||||
September 9, 2011
|
|
CenterPoint Energy
|
|
$
|
1,200
|
|
|
$
|
6
|
|
(2)
|
September 9, 2018
|
September 9, 2011
|
|
CenterPoint Houston
|
|
300
|
|
|
4
|
|
(2)
|
September 9, 2018
|
||
September 9, 2011
|
|
CERC Corp.
|
|
600
|
|
|
—
|
|
|
September 9, 2018
|
(1)
|
Based on the consolidated debt to capitalization covenant in our revolving credit facility and the revolving credit facility of each of CenterPoint Houston and CERC Corp., we would have been permitted to utilize the full capacity of such revolving credit facilities, which aggregated $2.1 billion at
December 31, 2013
.
|
(2)
|
Represents outstanding letters of credit.
|
|
|
Moody’s
|
|
S&P
|
|
Fitch
|
||||||
Company/Instrument
|
|
Rating
|
|
Outlook (1)
|
|
Rating
|
|
Outlook(2)
|
|
Rating
|
|
Outlook(3)
|
CenterPoint Energy Senior
Unsecured Debt
|
|
Baa1
|
|
Stable
|
|
BBB+
|
|
Stable
|
|
BBB
|
|
Stable
|
CenterPoint Houston Senior
Secured Debt
|
|
A1
|
|
Stable
|
|
A
|
|
Stable
|
|
A
|
|
Stable
|
CERC Corp. Senior Unsecured
Debt
|
|
Baa2
|
|
Stable
|
|
A-
|
|
Stable
|
|
BBB
|
|
Stable
|
(1)
|
A Moody’s rating outlook is an opinion regarding the likely direction of a rating over the medium term.
|
(2)
|
An S&P rating outlook assesses the potential direction of a long-term credit rating over the intermediate to longer term.
|
(3)
|
A Fitch rating outlook encompasses a one- to two-year horizon as to the likely ratings direction.
|
•
|
cash collateral requirements that could exist in connection with certain contracts, including our weather hedging arrangements, and gas purchases, gas price and gas storage activities of our Natural Gas Distribution and Energy Services business segments;
|
•
|
acceleration of payment dates on certain gas supply contracts, under certain circumstances, as a result of increased gas prices and concentration of natural gas suppliers;
|
•
|
increased costs related to the acquisition of natural gas;
|
•
|
increases in interest expense in connection with debt refinancings and borrowings under credit facilities;
|
•
|
various legislative or regulatory actions;
|
•
|
incremental collateral, if any, that may be required due to regulation of derivatives;
|
•
|
the ability of GenOn and its subsidiaries to satisfy their obligations in respect of GenOn’s indemnity obligations to us and our subsidiaries;
|
•
|
slower customer payments and increased write-offs of receivables due to higher gas prices or changing economic conditions;
|
•
|
the outcome of litigation brought by and against us;
|
•
|
contributions to pension and postretirement benefit plans;
|
•
|
restoration costs and revenue losses resulting from future natural disasters such as hurricanes and the timing of recovery of such restoration costs; and
|
•
|
various other risks identified in “Risk Factors” in Item 1A of Part I of this report.
|
•
|
Commodity price risk results from exposures to changes in spot prices, forward prices and price volatilities of commodities, such as natural gas, natural gas liquids and other energy commodities.
|
•
|
Interest rate risk primarily results from exposures to changes in the level of borrowings and changes in interest rates.
|
•
|
Equity price risk results from exposures to changes in prices of individual equity securities.
|
•
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;
|
•
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
|
•
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.
|
/s/ SCOTT M. PROCHAZKA
|
President and Chief Executive Officer
|
|
/s/ GARY L. WHITLOCK
|
Executive Vice President and Chief
|
Financial Officer
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in millions, except per share amounts)
|
||||||||||
Revenues
|
$
|
8,106
|
|
|
$
|
7,452
|
|
|
$
|
8,450
|
|
Expenses:
|
|
|
|
|
|
|
|
||||
Natural gas
|
3,908
|
|
|
2,873
|
|
|
4,055
|
|
|||
Operation and maintenance
|
1,847
|
|
|
1,874
|
|
|
1,835
|
|
|||
Depreciation and amortization
|
954
|
|
|
1,050
|
|
|
886
|
|
|||
Taxes other than income taxes
|
387
|
|
|
365
|
|
|
376
|
|
|||
Goodwill impairment
|
—
|
|
|
252
|
|
|
—
|
|
|||
Total
|
7,096
|
|
|
6,414
|
|
|
7,152
|
|
|||
Operating Income
|
1,010
|
|
|
1,038
|
|
|
1,298
|
|
|||
Other Income (Expense):
|
|
|
|
|
|
|
|||||
Gain on marketable securities
|
236
|
|
|
154
|
|
|
19
|
|
|||
Gain (loss) on indexed debt securities
|
(193
|
)
|
|
(71
|
)
|
|
35
|
|
|||
Interest and other finance charges
|
(351
|
)
|
|
(422
|
)
|
|
(456
|
)
|
|||
Interest on transition and system restoration bonds
|
(133
|
)
|
|
(147
|
)
|
|
(127
|
)
|
|||
Equity in earnings of unconsolidated affiliates
|
188
|
|
|
31
|
|
|
30
|
|
|||
Return on true-up balance
|
—
|
|
|
—
|
|
|
352
|
|
|||
Step acquisition gain
|
—
|
|
|
136
|
|
|
—
|
|
|||
Other, net
|
24
|
|
|
38
|
|
|
23
|
|
|||
Total
|
(229
|
)
|
|
(281
|
)
|
|
(124
|
)
|
|||
Income Before Income Taxes and Extraordinary Item
|
781
|
|
|
757
|
|
|
1,174
|
|
|||
Income tax expense
|
470
|
|
|
340
|
|
|
404
|
|
|||
Income Before Extraordinary Item
|
311
|
|
|
417
|
|
|
770
|
|
|||
Extraordinary Item, net of tax
|
—
|
|
|
—
|
|
|
587
|
|
|||
Net Income
|
$
|
311
|
|
|
$
|
417
|
|
|
$
|
1,357
|
|
|
|
|
|
|
|
||||||
Basic Earnings Per Share:
|
|
|
|
|
|
||||||
Income Before Extraordinary Item
|
$
|
0.73
|
|
|
$
|
0.98
|
|
|
$
|
1.81
|
|
Extraordinary Item, net of tax
|
—
|
|
|
—
|
|
|
1.38
|
|
|||
Net Income
|
$
|
0.73
|
|
|
$
|
0.98
|
|
|
$
|
3.19
|
|
|
|
|
|
|
|
||||||
Diluted Earnings Per Share:
|
|
|
|
|
|
||||||
Income Before Extraordinary Item
|
$
|
0.72
|
|
|
$
|
0.97
|
|
|
$
|
1.80
|
|
Extraordinary Item, net of tax
|
—
|
|
|
—
|
|
|
1.37
|
|
|||
Net Income
|
$
|
0.72
|
|
|
$
|
0.97
|
|
|
$
|
3.17
|
|
|
|
|
|
|
|
||||||
Weighted Average Shares Outstanding, Basic
|
428
|
|
|
427
|
|
|
426
|
|
|||
|
|
|
|
|
|
||||||
Weighted Average Shares Outstanding, Diluted
|
431
|
|
|
430
|
|
|
429
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in millions)
|
||||||||||
Net income
|
$
|
311
|
|
|
$
|
417
|
|
|
$
|
1,357
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|||||
Adjustment to pension and other postretirement plans (net of tax of $25, $2 and $7)
|
44
|
|
|
(2
|
)
|
|
(16
|
)
|
|||
Reclassification of deferred loss from cash flow hedges realized in net income (net of tax of $-0-, $-0- and $-0-)
|
1
|
|
|
—
|
|
|
—
|
|
|||
Other comprehensive income (loss)
|
45
|
|
|
(2
|
)
|
|
(16
|
)
|
|||
Comprehensive income
|
$
|
356
|
|
|
$
|
415
|
|
|
$
|
1,341
|
|
|
December 31,
2013 |
|
December 31,
2012 |
||||
|
(in millions)
|
||||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents ($207 and $266 related to VIEs at December 31, 2013 and 2012, respectively)
|
$
|
208
|
|
|
$
|
646
|
|
Investment in marketable securities
|
767
|
|
|
540
|
|
||
Accounts receivable, net ($60 and $68 related to VIEs at December 31, 2013 and 2012, respectively)
|
851
|
|
|
768
|
|
||
Accrued unbilled revenues
|
398
|
|
|
339
|
|
||
Inventory
|
285
|
|
|
322
|
|
||
Non-trading derivative assets
|
24
|
|
|
36
|
|
||
Taxes receivable
|
—
|
|
|
7
|
|
||
Prepaid expense and other current assets ($41 and $54 related to VIEs at December 31, 2013 and 2012, respectively)
|
125
|
|
|
216
|
|
||
Total current assets
|
2,658
|
|
|
2,874
|
|
||
Property, Plant and Equipment, net
|
9,593
|
|
|
13,597
|
|
||
Other Assets:
|
|
|
|
|
|
||
Goodwill
|
840
|
|
|
1,468
|
|
||
Regulatory assets ($3,179 and $3,545 related to VIEs at December 31, 2013 and 2012, respectively)
|
3,726
|
|
|
4,324
|
|
||
Notes receivable - affiliated companies
|
363
|
|
|
—
|
|
||
Non-trading derivative assets
|
10
|
|
|
6
|
|
||
Investment in unconsolidated affiliates
|
4,518
|
|
|
405
|
|
||
Other
|
162
|
|
|
197
|
|
||
Total other assets
|
9,619
|
|
|
6,400
|
|
||
Total Assets
|
$
|
21,870
|
|
|
$
|
22,871
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current Liabilities:
|
|
|
|
|
|
||
Short-term borrowings
|
$
|
43
|
|
|
$
|
38
|
|
Current portion of VIE transition and system restoration bonds long-term debt
|
354
|
|
|
447
|
|
||
Indexed debt
|
143
|
|
|
138
|
|
||
Current portion of other long-term debt
|
—
|
|
|
815
|
|
||
Indexed debt securities derivative
|
455
|
|
|
268
|
|
||
Accounts payable
|
689
|
|
|
561
|
|
||
Taxes accrued
|
184
|
|
|
160
|
|
||
Interest accrued
|
124
|
|
|
150
|
|
||
Non-trading derivative liabilities
|
17
|
|
|
14
|
|
||
Accumulated deferred income taxes, net
|
608
|
|
|
604
|
|
||
Other
|
402
|
|
|
380
|
|
||
Total current liabilities
|
3,019
|
|
|
3,575
|
|
||
Other Liabilities:
|
|
|
|
|
|
||
Accumulated deferred income taxes, net
|
4,542
|
|
|
4,153
|
|
||
Non-trading derivative liabilities
|
4
|
|
|
2
|
|
||
Benefit obligations
|
802
|
|
|
1,143
|
|
||
Regulatory liabilities
|
1,152
|
|
|
1,093
|
|
||
Other
|
205
|
|
|
247
|
|
||
Total other liabilities
|
6,705
|
|
|
6,638
|
|
||
Long-term Debt:
|
|
|
|
|
|
||
VIE transition and system restoration bonds
|
3,046
|
|
|
3,400
|
|
||
Other
|
4,771
|
|
|
4,957
|
|
||
Total long-term debt
|
7,817
|
|
|
8,357
|
|
||
Commitments and Contingencies (Note 14)
|
|
|
|
|
|||
Shareholders’ Equity
|
4,329
|
|
|
4,301
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
21,870
|
|
|
$
|
22,871
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in millions)
|
||||||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
311
|
|
|
$
|
417
|
|
|
$
|
1,357
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|||||
Depreciation and amortization
|
954
|
|
|
1,050
|
|
|
886
|
|
|||
Amortization of deferred financing costs
|
30
|
|
|
32
|
|
|
30
|
|
|||
Deferred income taxes
|
356
|
|
|
328
|
|
|
443
|
|
|||
Extraordinary item, net of tax
|
—
|
|
|
—
|
|
|
(587
|
)
|
|||
Return on true-up balance
|
—
|
|
|
—
|
|
|
(352
|
)
|
|||
Goodwill impairment
|
—
|
|
|
252
|
|
|
—
|
|
|||
Step acquisition gain
|
—
|
|
|
(136
|
)
|
|
—
|
|
|||
Unrealized gain on marketable securities
|
(236
|
)
|
|
(154
|
)
|
|
(19
|
)
|
|||
Unrealized loss (gain) on indexed debt securities
|
193
|
|
|
71
|
|
|
(35
|
)
|
|||
Write-down of natural gas inventory
|
4
|
|
|
4
|
|
|
11
|
|
|||
Equity in earnings of unconsolidated affiliates, net of distributions
|
(58
|
)
|
|
8
|
|
|
8
|
|
|||
Pension contributions
|
(91
|
)
|
|
(82
|
)
|
|
(75
|
)
|
|||
Changes in other assets and liabilities:
|
|
|
|
|
|
|
|
|
|||
Accounts receivable and unbilled revenues, net
|
(256
|
)
|
|
10
|
|
|
40
|
|
|||
Inventory
|
(22
|
)
|
|
27
|
|
|
11
|
|
|||
Taxes receivable
|
7
|
|
|
(7
|
)
|
|
138
|
|
|||
Accounts payable
|
152
|
|
|
(6
|
)
|
|
(81
|
)
|
|||
Fuel cost recovery
|
108
|
|
|
(52
|
)
|
|
(70
|
)
|
|||
Non-trading derivatives, net
|
4
|
|
|
20
|
|
|
(13
|
)
|
|||
Margin deposits, net
|
16
|
|
|
53
|
|
|
34
|
|
|||
Interest and taxes accrued
|
41
|
|
|
(62
|
)
|
|
44
|
|
|||
Net regulatory assets and liabilities
|
61
|
|
|
66
|
|
|
31
|
|
|||
Other current assets
|
(2
|
)
|
|
(12
|
)
|
|
12
|
|
|||
Other current liabilities
|
21
|
|
|
18
|
|
|
18
|
|
|||
Other assets
|
(24
|
)
|
|
(18
|
)
|
|
(9
|
)
|
|||
Other liabilities
|
20
|
|
|
16
|
|
|
42
|
|
|||
Other, net
|
24
|
|
|
17
|
|
|
24
|
|
|||
Net cash provided by operating activities
|
1,613
|
|
|
1,860
|
|
|
1,888
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|||
Capital expenditures, net of acquisitions
|
(1,286
|
)
|
|
(1,212
|
)
|
|
(1,303
|
)
|
|||
Acquisitions, net of cash acquired
|
—
|
|
|
(360
|
)
|
|
—
|
|
|||
Decrease (increase) in restricted cash of transition and system restoration bond companies
|
17
|
|
|
(13
|
)
|
|
(3
|
)
|
|||
Investment in unconsolidated affiliates
|
—
|
|
|
(5
|
)
|
|
(12
|
)
|
|||
Cash contribution to Enable
|
(38
|
)
|
|
—
|
|
|
—
|
|
|||
Cash received from U.S. Department of Energy grant
|
—
|
|
|
—
|
|
|
110
|
|
|||
Proceeds from sale of marketable securities
|
9
|
|
|
—
|
|
|
—
|
|
|||
Other, net
|
(2
|
)
|
|
(13
|
)
|
|
2
|
|
|||
Net cash used in investing activities
|
(1,300
|
)
|
|
(1,603
|
)
|
|
(1,206
|
)
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|||
Increase (decrease) in short-term borrowings, net
|
5
|
|
|
(24
|
)
|
|
9
|
|
|||
Proceeds from (payments of) commercial paper, net
|
118
|
|
|
(285
|
)
|
|
102
|
|
|||
Proceeds from long-term debt
|
1,050
|
|
|
2,495
|
|
|
550
|
|
|||
Payments of long-term debt
|
(1,573
|
)
|
|
(1,590
|
)
|
|
(909
|
)
|
|||
Cash paid for debt exchange and debt retirement
|
(7
|
)
|
|
(69
|
)
|
|
(58
|
)
|
|||
Debt issuance costs
|
(3
|
)
|
|
(16
|
)
|
|
(24
|
)
|
|||
Redemption of indexed debt securities
|
(8
|
)
|
|
—
|
|
|
—
|
|
|||
Payment of common stock dividends
|
(355
|
)
|
|
(346
|
)
|
|
(337
|
)
|
|||
Proceeds from issuance of common stock, net
|
4
|
|
|
4
|
|
|
6
|
|
|||
Other, net
|
18
|
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
(751
|
)
|
|
169
|
|
|
(661
|
)
|
|||
Net Increase (Decrease) in Cash and Cash Equivalents
|
(438
|
)
|
|
426
|
|
|
21
|
|
|||
Cash and Cash Equivalents at Beginning of Year
|
646
|
|
|
220
|
|
|
199
|
|
|||
Cash and Cash Equivalents at End of Year
|
$
|
208
|
|
|
$
|
646
|
|
|
$
|
220
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in millions)
|
||||||||||
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
|
|
|
|
|
|||
Cash Payments:
|
|
|
|
|
|
|
|
|
|||
Interest, net of capitalized interest
|
$
|
475
|
|
|
$
|
556
|
|
|
$
|
565
|
|
Income taxes (refunds), net
|
35
|
|
|
46
|
|
|
(205
|
)
|
|||
Non-cash transactions:
|
|
|
|
|
|
|
|
||||
Accounts payable related to capital expenditures
|
74
|
|
|
110
|
|
|
110
|
|
|||
Formation of Enable
|
4,252
|
|
|
—
|
|
|
—
|
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|||||||||
|
(in millions of dollars and shares)
|
|||||||||||||||||||
Preference Stock, none outstanding
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Cumulative Preferred Stock, $0.01 par value; authorized 20,000,000 shares, none outstanding
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Common Stock, $0.01 par value; authorized 1,000,000,000 shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Balance, beginning of year
|
428
|
|
|
4
|
|
|
426
|
|
|
4
|
|
|
425
|
|
|
4
|
|
|||
Issuances related to benefit and investment plans
|
1
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|||
Balance, end of year
|
429
|
|
|
4
|
|
|
428
|
|
|
4
|
|
|
426
|
|
|
4
|
|
|||
Additional Paid-in-Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balance, beginning of year
|
|
|
4,130
|
|
|
|
|
|
4,120
|
|
|
|
|
4,100
|
|
|||||
Issuances related to benefit and investment plans
|
|
|
27
|
|
|
|
|
|
10
|
|
|
|
|
20
|
|
|||||
Balance, end of year
|
|
|
4,157
|
|
|
|
|
|
4,130
|
|
|
|
|
4,120
|
|
|||||
Retained Earnings (Accumulated Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance, beginning of year
|
|
|
302
|
|
|
|
|
|
231
|
|
|
|
|
(789
|
)
|
|||||
Net income
|
|
|
311
|
|
|
|
|
|
417
|
|
|
|
|
1,357
|
|
|||||
Common stock dividends
|
|
|
(355
|
)
|
|
|
|
|
(346
|
)
|
|
|
|
(337
|
)
|
|||||
Balance, end of year
|
|
|
258
|
|
|
|
|
|
302
|
|
|
|
|
231
|
|
|||||
Accumulated Other Comprehensive Loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance, end of year:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Adjustment to pension and postretirement plans
|
|
|
(88
|
)
|
|
|
|
|
(132
|
)
|
|
|
|
(130
|
)
|
|||||
Net deferred loss from cash flow hedges
|
|
|
(2
|
)
|
|
|
|
|
(3
|
)
|
|
|
|
(3
|
)
|
|||||
Total accumulated other comprehensive loss, end of year
|
|
|
(90
|
)
|
|
|
|
|
(135
|
)
|
|
|
|
(133
|
)
|
|||||
Total Shareholders’ Equity
|
|
|
$
|
4,329
|
|
|
|
|
|
$
|
4,301
|
|
|
|
|
$
|
4,222
|
|
(1)
|
Background
|
•
|
CenterPoint Energy Houston Electric, LLC (CenterPoint Houston), which engages in the electric transmission and distribution business in the Texas Gulf Coast area that includes the city of Houston; and
|
•
|
CenterPoint Energy Resources Corp. (CERC Corp. and, together with its subsidiaries, CERC), which owns and operates natural gas distribution systems in
six
states (Gas Operations). A wholly owned subsidiary of CERC Corp. offers variable and fixed-price physical natural gas supplies primarily to commercial and industrial customers and electric and gas utilities in
21
states. As of December 31, 2013, CERC Corp. also owned approximately
58.3%
of the limited partner interests in Enable, an unconsolidated partnership jointly controlled with OGE Energy Corp., which owns, operates and develops natural gas and crude oil infrastructure assets.
|
(2)
|
Summary of Significant Accounting Policies
|
(a)
|
Use of Estimates
|
(b)
|
Principles of Consolidation
|
(c)
|
Revenues
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
|
|
|
|
||||
Materials and supplies
|
$
|
140
|
|
|
$
|
177
|
|
Natural gas
|
145
|
|
|
145
|
|
||
Total inventory
|
$
|
285
|
|
|
$
|
322
|
|
(3)
|
Property, Plant and Equipment
|
|
Weighted Average
Useful Lives
|
|
December 31,
|
|||||||
|
(Years)
|
|
2013
|
|
2012
|
|||||
|
|
|
(in millions)
|
|||||||
Electric Transmission & Distribution
|
31
|
|
$
|
8,741
|
|
|
$
|
8,204
|
|
|
Natural Gas Distribution
|
31
|
|
4,694
|
|
|
4,321
|
|
|||
Energy Services
|
26
|
|
82
|
|
|
80
|
|
|||
Interstate Pipelines
|
—
|
|
—
|
|
(1
|
)
|
2,803
|
|
||
Field Services
|
—
|
|
—
|
|
(1
|
)
|
2,359
|
|
||
Other property
|
23
|
|
621
|
|
|
610
|
|
|||
Total
|
|
|
14,138
|
|
|
18,377
|
|
|||
Accumulated depreciation and amortization:
|
|
|
|
|
|
|
||||
Electric Transmission & Distribution
|
|
|
2,907
|
|
|
2,839
|
|
|||
Natural Gas Distribution
|
|
|
1,324
|
|
|
1,194
|
|
|||
Energy Services
|
|
|
28
|
|
|
25
|
|
|||
Interstate Pipelines
|
|
|
—
|
|
|
355
|
|
|||
Field Services
|
|
|
—
|
|
|
118
|
|
|||
Other property
|
|
|
286
|
|
|
249
|
|
|||
Total accumulated depreciation and amortization
|
|
|
4,545
|
|
|
4,780
|
|
|||
Property, plant and equipment, net
|
|
|
$
|
9,593
|
|
|
$
|
13,597
|
|
(1)
|
Following the formation of Enable on May 1, 2013, substantially all of the assets of CenterPoint Energy's former Interstate Pipelines and Field Services business segments are owned by Enable.
|
|
2013
|
|
2012
|
|
2011
|
||||||
Depreciation expense
|
$
|
531
|
|
|
$
|
562
|
|
|
$
|
529
|
|
Amortization expense
|
423
|
|
|
488
|
|
|
357
|
|
|||
Total depreciation and amortization expense
|
$
|
954
|
|
|
$
|
1,050
|
|
|
$
|
886
|
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
Beginning balance
|
$
|
164
|
|
|
$
|
156
|
|
Accretion expense
|
5
|
|
|
7
|
|
||
Revisions in estimates of cash flows
|
(35
|
)
|
|
1
|
|
||
Ending balance
|
$
|
134
|
|
|
$
|
164
|
|
|
December 31, 2011
|
|
Impairment Charge
|
|
Waskom Acquisition (1)
|
|
December 31, 2012
|
|
Contributed to Enable (1)
|
|
December 31, 2013
|
||||||||||||
Natural Gas Distribution
|
$
|
746
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
746
|
|
|
$
|
—
|
|
|
$
|
746
|
|
Interstate Pipelines
|
579
|
|
|
—
|
|
|
—
|
|
|
579
|
|
|
579
|
|
|
—
|
|
||||||
Energy Services
|
335
|
|
|
252
|
|
|
—
|
|
|
83
|
|
|
—
|
|
|
83
|
|
||||||
Field Services
|
25
|
|
|
—
|
|
|
24
|
|
|
49
|
|
|
49
|
|
|
—
|
|
||||||
Other
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
||||||
Total
|
$
|
1,696
|
|
|
$
|
252
|
|
|
$
|
24
|
|
|
$
|
1,468
|
|
|
$
|
628
|
|
|
$
|
840
|
|
(1)
|
See Note 2(b).
|
(5)
|
Regulatory Accounting
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
|
(in millions)
|
||||||
Securitized regulatory assets
|
$
|
3,179
|
|
|
$
|
3,545
|
|
Unrecognized equity return (1)
|
(508
|
)
|
|
(553
|
)
|
||
Unamortized loss on reacquired debt
|
111
|
|
|
119
|
|
||
Pension and postretirement-related regulatory asset (2)
|
732
|
|
|
1,021
|
|
||
Other long-term regulatory assets (3)
|
212
|
|
|
192
|
|
||
Total regulatory assets
|
3,726
|
|
|
4,324
|
|
||
|
|
|
|
||||
Estimated removal costs
|
941
|
|
|
919
|
|
||
Other long-term regulatory liabilities
|
211
|
|
|
174
|
|
||
Total regulatory liabilities
|
1,152
|
|
|
1,093
|
|
||
|
|
|
|
||||
Total regulatory assets and liabilities, net
|
$
|
2,574
|
|
|
$
|
3,231
|
|
(1)
|
As of
December 31, 2013
, CenterPoint Energy has not recognized an allowed equity return of
$508 million
because such return will be recognized as it is recovered in rates. During the years ended
December 31, 2013
,
2012
and
2011
, CenterPoint Houston recognized approximately
$45 million
,
$47 million
and
$21 million
, respectively, of the allowed equity return.
|
(2)
|
CenterPoint Houston’s actuarially determined pension and other postemployment expense in excess of the amount being recovered through rates is being deferred for rate making purposes. Deferred pension and other postemployment expenses of
$5 million
and
$14 million
as of
December 31, 2013
and
2012
, respectively, were not earning a return.
|
(3)
|
Other regulatory assets that are not earning a return were not material as of
December 31, 2013
and
2012
.
|
(6)
|
Stock-Based Incentive Compensation Plans and Employee Benefit Plans
|
|
Outstanding Options
|
||||||||||||
|
Year Ended December 31, 2013
|
||||||||||||
|
Shares
(Thousands)
|
|
Weighted-Average
Exercise Price
|
|
Remaining Average
Contractual
Life (Years)
|
|
Aggregate
Intrinsic
Value (Millions)
|
||||||
Outstanding at December 31, 2012
|
459
|
|
|
$
|
9.84
|
|
|
|
|
|
|||
Exercised
|
(339
|
)
|
|
9.46
|
|
|
|
|
|
||||
Outstanding at December 31, 2013
|
120
|
|
|
10.93
|
|
|
0.2
|
|
|
$
|
1
|
|
|
Exercisable at December 31, 2013
|
120
|
|
|
10.93
|
|
|
0.2
|
|
|
1
|
|
|
Outstanding and Non-Vested Shares
|
||||||||||||
|
Year Ended December 31, 2013
|
||||||||||||
|
Shares
(Thousands)
|
|
Weighted-Average
Grant Date
Fair Value
|
|
Remaining Average
Contractual
Life (Years)
|
|
Aggregate
Intrinsic
Value (Millions)
|
||||||
Outstanding at December 31, 2012
|
2,992
|
|
|
$
|
16.05
|
|
|
|
|
|
|||
Granted
|
899
|
|
|
20.67
|
|
|
|
|
|
||||
Forfeited or cancelled
|
(364
|
)
|
|
15.90
|
|
|
|
|
|
||||
Vested and released to participants
|
(824
|
)
|
|
14.21
|
|
|
|
|
|
||||
Outstanding at December 31, 2013
|
2,703
|
|
|
18.17
|
|
|
0.9
|
|
|
$
|
46
|
|
|
Outstanding and Non-Vested Shares
|
||||||||||||
|
Year Ended December 31, 2013
|
||||||||||||
|
Shares
(Thousands)
|
|
Weighted-Average
Grant Date
Fair Value
|
|
Remaining Average
Contractual
Life (Years)
|
|
Aggregate
Intrinsic
Value (Millions)
|
||||||
Outstanding at December 31, 2012
|
995
|
|
|
$
|
16.43
|
|
|
|
|
|
|||
Granted
|
377
|
|
|
21.53
|
|
|
|
|
|
||||
Forfeited or cancelled
|
(42
|
)
|
|
18.56
|
|
|
|
|
|
||||
Vested and released to participants
|
(432
|
)
|
|
15.91
|
|
|
|
|
|
||||
Outstanding at December 31, 2013
|
898
|
|
|
18.72
|
|
|
1.0
|
|
|
$
|
21
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Performance awards
|
$
|
20.67
|
|
|
$
|
18.79
|
|
|
$
|
15.49
|
|
Stock awards
|
21.53
|
|
|
18.96
|
|
|
15.81
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in millions)
|
||||||||||
Stock options exercised
|
$
|
4
|
|
|
$
|
6
|
|
|
$
|
7
|
|
Performance awards
|
20
|
|
|
24
|
|
|
7
|
|
|||
Stock awards
|
10
|
|
|
9
|
|
|
7
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||||||||||||||
|
Pension
Benefits |
|
Post-retirement
Benefits |
|
Pension
Benefits
|
|
Post-retirement
Benefits
|
|
Pension
Benefits
|
|
Post-retirement
Benefits
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Service cost
|
$
|
44
|
|
|
$
|
2
|
|
|
$
|
35
|
|
|
$
|
1
|
|
|
$
|
33
|
|
|
$
|
1
|
|
Interest cost
|
90
|
|
|
20
|
|
|
100
|
|
|
23
|
|
|
100
|
|
|
24
|
|
||||||
Expected return on plan assets
|
(135
|
)
|
|
(7
|
)
|
|
(121
|
)
|
|
(7
|
)
|
|
(115
|
)
|
|
(10
|
)
|
||||||
Amortization of prior service cost
|
10
|
|
|
1
|
|
|
8
|
|
|
3
|
|
|
3
|
|
|
3
|
|
||||||
Amortization of net loss
|
63
|
|
|
6
|
|
|
60
|
|
|
4
|
|
|
57
|
|
|
1
|
|
||||||
Amortization of transition obligation
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
||||||
Benefit enhancement
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Net periodic cost
|
$
|
72
|
|
|
$
|
29
|
|
|
$
|
82
|
|
|
$
|
32
|
|
|
$
|
78
|
|
|
$
|
27
|
|
|
Year Ended December 31,
|
||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||||||||
|
Pension
Benefits |
|
Post-retirement
Benefits |
|
Pension
Benefits
|
|
Post-retirement
Benefits
|
|
Pension
Benefits |
|
Post-retirement
Benefits |
||||||
Discount rate
|
4.00
|
%
|
|
3.90
|
%
|
|
4.90
|
%
|
|
4.80
|
%
|
|
5.25
|
%
|
|
5.20
|
%
|
Expected return on plan assets
|
8.00
|
|
|
5.50
|
|
|
8.00
|
|
|
5.50
|
|
|
8.00
|
|
|
7.05
|
|
Rate of increase in compensation levels
|
4.00
|
|
|
—
|
|
|
4.20
|
|
|
—
|
|
|
4.60
|
|
|
—
|
|
|
December 31,
|
||||||||||||||
|
2013
|
|
2012
|
||||||||||||
|
Pension
Benefits |
|
Post-retirement
Benefits |
|
Pension
Benefits
|
|
Post-retirement
Benefits
|
||||||||
|
(in millions, except for actuarial assumptions)
|
||||||||||||||
Change in Benefit Obligation
|
|
|
|
|
|
|
|
||||||||
Benefit obligation, beginning of year
|
$
|
2,316
|
|
|
$
|
538
|
|
|
$
|
2,085
|
|
|
$
|
500
|
|
Service cost
|
44
|
|
|
2
|
|
|
35
|
|
|
1
|
|
||||
Interest cost
|
90
|
|
|
20
|
|
|
100
|
|
|
23
|
|
||||
Participant contributions
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
||||
Benefits paid
|
(142
|
)
|
|
(34
|
)
|
|
(123
|
)
|
|
(35
|
)
|
||||
Actuarial (gain) loss
|
(155
|
)
|
|
(60
|
)
|
|
219
|
|
|
38
|
|
||||
Medicare reimbursement
|
—
|
|
|
3
|
|
|
—
|
|
|
4
|
|
||||
Benefit obligation, end of year
|
2,153
|
|
|
476
|
|
|
2,316
|
|
|
538
|
|
||||
Change in Plan Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of plan assets, beginning of year
|
1,698
|
|
|
139
|
|
|
1,506
|
|
|
138
|
|
||||
Employer contributions
|
91
|
|
|
19
|
|
|
82
|
|
|
20
|
|
||||
Participant contributions
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
||||
Benefits paid
|
(142
|
)
|
|
(34
|
)
|
|
(123
|
)
|
|
(35
|
)
|
||||
Actual investment return
|
156
|
|
|
9
|
|
|
233
|
|
|
9
|
|
||||
Fair value of plan assets, end of year
|
1,803
|
|
|
140
|
|
|
1,698
|
|
|
139
|
|
||||
Funded status, end of year
|
$
|
(350
|
)
|
|
$
|
(336
|
)
|
|
$
|
(618
|
)
|
|
$
|
(399
|
)
|
Amounts Recognized in Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
||||
Current liabilities-other
|
$
|
(9
|
)
|
|
$
|
(9
|
)
|
|
$
|
(9
|
)
|
|
$
|
(9
|
)
|
Other liabilities-benefit obligations
|
(341
|
)
|
|
(327
|
)
|
|
(609
|
)
|
|
(390
|
)
|
||||
Net liability, end of year
|
$
|
(350
|
)
|
|
$
|
(336
|
)
|
|
$
|
(618
|
)
|
|
$
|
(399
|
)
|
Actuarial Assumptions
|
|
|
|
|
|
|
|
|
|
|
|
||||
Discount rate
|
4.80
|
%
|
|
4.75
|
%
|
|
4.00
|
%
|
|
3.90
|
%
|
||||
Expected return on plan assets
|
7.00
|
|
|
5.50
|
|
|
8.00
|
|
|
5.50
|
|
||||
Rate of increase in compensation levels
|
3.90
|
|
|
—
|
|
|
4.00
|
|
|
—
|
|
||||
Healthcare cost trend rate assumed for the next year - Pre-65
|
—
|
|
|
7.00
|
|
|
—
|
|
|
9.00
|
|
||||
Healthcare cost trend rate assumed for the next year - Post-65
|
—
|
|
|
7.50
|
|
|
—
|
|
|
9.00
|
|
||||
Prescription drug cost trend rate assumed for the next year
|
—
|
|
|
7.00
|
|
|
—
|
|
|
9.00
|
|
||||
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
—
|
|
|
5.50
|
|
|
—
|
|
|
5.50
|
|
||||
Year that the healthcare rate reaches the ultimate trend rate
|
—
|
|
|
2018
|
|
|
—
|
|
|
2017
|
|
||||
Year that the prescription drug rate reaches the ultimate trend rate
|
—
|
|
|
2018
|
|
|
—
|
|
|
2017
|
|
|
|
Year Ended
December 31, 2013
|
||
Beginning Balance
|
|
$
|
(132
|
)
|
Other comprehensive income before reclassifications (1)
|
|
52
|
|
|
Amounts reclassified from accumulated other comprehensive income:
|
|
|
||
Prior service cost (2)
|
|
3
|
|
|
Actuarial losses (2)
|
|
14
|
|
|
Total reclassifications from accumulated other comprehensive income
|
|
17
|
|
|
Tax expense
|
|
(25
|
)
|
|
Net current period other comprehensive income
|
|
44
|
|
|
Ending Balance
|
|
$
|
(88
|
)
|
(1)
|
Total other comprehensive income related to the re-measurement of pension, postretirement and other postemployment plans.
|
(2)
|
These accumulated other comprehensive components are included in the computation of net periodic cost.
|
|
December 31,
|
||||||||||||||
|
2013
|
|
2012
|
||||||||||||
|
Pension
Benefits
|
|
Postretirement
Benefits
|
|
Pension
Benefits
|
|
Postretirement
Benefits
|
||||||||
|
(in millions)
|
||||||||||||||
Unrecognized actuarial loss
|
$
|
126
|
|
|
$
|
7
|
|
|
$
|
173
|
|
|
$
|
21
|
|
Unrecognized prior service cost
|
12
|
|
|
1
|
|
|
14
|
|
|
2
|
|
||||
Unrecognized transition obligation
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Net amount recognized in accumulated other comprehensive loss
|
$
|
138
|
|
|
$
|
8
|
|
|
$
|
187
|
|
|
$
|
24
|
|
|
Pension
Benefits
|
|
Postretirement
Benefits
|
||||
Net gain
|
$
|
34
|
|
|
$
|
13
|
|
Amortization of net loss
|
13
|
|
|
1
|
|
||
Amortization of prior service credit
|
2
|
|
|
1
|
|
||
Amortization of transition obligation
|
—
|
|
|
1
|
|
||
Total recognized in comprehensive income
|
$
|
49
|
|
|
$
|
16
|
|
|
Pension
Benefits
|
|
Postretirement
Benefits
|
||||
Unrecognized actuarial loss
|
$
|
9
|
|
|
$
|
—
|
|
Unrecognized prior service cost
|
2
|
|
|
—
|
|
||
Amounts in accumulated comprehensive loss to be recognized in net periodic cost in 2014
|
$
|
11
|
|
|
$
|
—
|
|
|
December 31,
|
||||||||||||||
|
2013
|
|
2012
|
||||||||||||
|
Pension
Qualified
|
|
Pension
Non-qualified
|
|
Pension
Qualified
|
|
Pension
Non-qualified
|
||||||||
|
(in millions)
|
||||||||||||||
Accumulated benefit obligation
|
$
|
2,031
|
|
|
$
|
92
|
|
|
$
|
2,184
|
|
|
$
|
99
|
|
Projected benefit obligation
|
2,061
|
|
|
92
|
|
|
2,217
|
|
|
99
|
|
||||
Fair value of plan assets
|
1,803
|
|
|
—
|
|
|
1,698
|
|
|
—
|
|
|
1%
Increase
|
|
1%
Decrease
|
||||
|
(in millions)
|
||||||
Effect on the postretirement benefit obligation
|
$
|
11
|
|
|
$
|
10
|
|
Effect on total of service and interest cost
|
1
|
|
|
1
|
|
|
Pension
Benefits
|
|
Postretirement
Benefits
|
|
U.S. equity
|
15 – 31%
|
|
14 – 24%
|
|
International developed market equity
|
8 – 18%
|
|
3 – 13%
|
|
Emerging market equity
|
4 – 14%
|
|
—
|
|
Fixed income
|
49 – 61%
|
|
68 – 78%
|
|
Cash
|
0 – 2%
|
|
0 – 2%
|
|
|
Fair Value Measurements at December 31, 2013
|
||||||||||||||
|
(in millions)
|
||||||||||||||
|
Total
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Cash
|
$
|
11
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Common collective trust funds (1)
|
1,107
|
|
|
—
|
|
|
1,107
|
|
|
—
|
|
||||
Corporate bonds:
|
|
|
|
|
|
|
|
|
|
|
|||||
Investment grade or above
|
256
|
|
|
—
|
|
|
256
|
|
|
—
|
|
||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
International companies
|
75
|
|
|
75
|
|
|
—
|
|
|
—
|
|
||||
U.S. companies
|
77
|
|
|
77
|
|
|
—
|
|
|
—
|
|
||||
Cash received as collateral from securities lending
|
71
|
|
|
71
|
|
|
—
|
|
|
—
|
|
||||
U.S. government backed agencies bonds
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
U.S. treasuries
|
18
|
|
|
18
|
|
|
—
|
|
|
—
|
|
||||
Mortgage backed securities
|
7
|
|
|
—
|
|
|
7
|
|
|
—
|
|
||||
Asset backed securities
|
6
|
|
|
—
|
|
|
6
|
|
|
—
|
|
||||
Municipal bonds
|
61
|
|
|
—
|
|
|
61
|
|
|
—
|
|
||||
Mutual funds (2)
|
172
|
|
|
172
|
|
|
—
|
|
|
—
|
|
||||
International government bonds
|
11
|
|
|
—
|
|
|
11
|
|
|
—
|
|
||||
Real estate
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Obligation to return cash received as collateral from securities lending
|
(71
|
)
|
|
(71
|
)
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
1,803
|
|
|
$
|
354
|
|
|
$
|
1,448
|
|
|
$
|
1
|
|
(1)
|
50%
of the amount invested in common collective trust funds is in fixed income securities,
20%
is in U.S. equities,
25%
is in international equities and
5%
is in emerging market equities.
|
(2)
|
58%
of the amount invested in mutual funds is in international equities,
30%
is in emerging market equities and
12%
is in U.S. equities.
|
|
Fair Value Measurements at December 31, 2012
|
||||||||||||||
|
(in millions)
|
||||||||||||||
|
Total
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Cash
|
$
|
6
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Common collective trust funds (1)
|
1,134
|
|
|
—
|
|
|
1,134
|
|
|
—
|
|
||||
Corporate bonds:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investment grade or above
|
108
|
|
|
—
|
|
|
108
|
|
|
—
|
|
||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
International companies
|
100
|
|
|
100
|
|
|
—
|
|
|
—
|
|
||||
U.S. companies
|
101
|
|
|
101
|
|
|
—
|
|
|
—
|
|
||||
Cash received as collateral from securities lending
|
52
|
|
|
52
|
|
|
—
|
|
|
—
|
|
||||
U.S. government backed agencies bonds
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
U.S. treasuries
|
13
|
|
|
13
|
|
|
—
|
|
|
—
|
|
||||
Mortgage backed securities
|
9
|
|
|
—
|
|
|
9
|
|
|
—
|
|
||||
Asset backed securities
|
7
|
|
|
—
|
|
|
7
|
|
|
—
|
|
||||
Municipal bonds
|
48
|
|
|
—
|
|
|
48
|
|
|
—
|
|
||||
Mutual funds (2)
|
160
|
|
|
160
|
|
|
—
|
|
|
—
|
|
||||
International government bonds
|
8
|
|
|
—
|
|
|
8
|
|
|
—
|
|
||||
Real estate
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
Obligation to return cash received as collateral from securities lending
|
(52
|
)
|
|
(52
|
)
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
1,698
|
|
|
$
|
381
|
|
|
$
|
1,314
|
|
|
$
|
3
|
|
(1)
|
42%
of the amount invested in common collective trust funds is in fixed income securities,
27%
is in U.S. equities,
26%
is in international equities and
5%
is in emerging market equities.
|
(2)
|
58%
of the amount invested in mutual funds is in international equities,
33%
is in emerging market equities and
9%
is in U.S. equities.
|
|
Fair Value Measurements at December 31, 2013
|
||||||||||||||
|
(in millions)
|
||||||||||||||
|
Total
|
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Mutual funds (1)
|
$
|
140
|
|
|
$
|
140
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total
|
$
|
140
|
|
|
$
|
140
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
72%
of the amount invested in mutual funds is in fixed income securities,
20%
is in U.S. equities and
8%
is in international equities.
|
|
Fair Value Measurements at December 31, 2012
|
||||||||||||||
|
(in millions)
|
||||||||||||||
|
Total
|
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Mutual funds (1)
|
$
|
139
|
|
|
$
|
139
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total
|
$
|
139
|
|
|
$
|
139
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
73%
of the amount invested in mutual funds is in fixed income securities,
19%
is in U.S. equities and
8%
is in international equities.
|
|
|
|
Postretirement Benefit Plan
|
||||||||
|
Pension
Benefits
|
|
Benefit
Payments
|
|
Medicare
Subsidy
Receipts
|
||||||
2014
|
$
|
135
|
|
|
$
|
34
|
|
|
$
|
(4
|
)
|
2015
|
147
|
|
|
36
|
|
|
(5
|
)
|
|||
2016
|
153
|
|
|
38
|
|
|
(5
|
)
|
|||
2017
|
161
|
|
|
39
|
|
|
(6
|
)
|
|||
2018
|
157
|
|
|
41
|
|
|
(6
|
)
|
|||
2019-2023
|
843
|
|
|
221
|
|
|
(39
|
)
|
(7)
|
Derivative Instruments
|
Fair Value of Derivative Instruments
|
||||||||||
|
|
December 31, 2013
|
||||||||
Total derivatives not designated
as hedging instruments
|
|
Balance Sheet
Location
|
|
Derivative
Assets
Fair Value
|
|
Derivative
Liabilities
Fair Value
|
||||
|
|
|
|
(in millions)
|
||||||
Natural gas derivatives (1) (2) (3)
|
|
Current Assets: Non-trading derivative assets
|
|
$
|
28
|
|
|
$
|
4
|
|
Natural gas derivatives (1) (3)
|
|
Other Assets: Non-trading derivative assets
|
|
10
|
|
|
—
|
|
||
Natural gas derivatives (1) (3)
|
|
Current Liabilities: Non-trading derivative liabilities
|
|
4
|
|
|
21
|
|
||
Natural gas derivatives (1) (3)
|
|
Other Liabilities: Non-trading derivative liabilities
|
|
1
|
|
|
5
|
|
||
Indexed debt securities derivative
|
|
Current Liabilities
|
|
—
|
|
|
455
|
|
||
Total
|
|
$
|
43
|
|
|
$
|
485
|
|
(1)
|
The fair value shown for natural gas contracts is comprised of derivative gross volumes totaling
607
Bcf or a net
46
Bcf long position. Of the net long position, basis swaps constitute
99
Bcf.
|
(2)
|
The
$28 million
Derivative Current Asset includes
$1 million
related to physical forwards purchased from Enable.
|
(3)
|
Natural gas contracts are presented on a net basis in the Consolidated Balance Sheets. Natural gas contracts are subject to master netting arrangements. This netting applies to all undisputed amounts due or past due and causes derivative assets (liabilities) to be ultimately presented net in a liability (asset) account within the Consolidated Balance Sheets. The net of total non-trading derivative assets and liabilities was a
$13 million
asset as shown on CenterPoint Energy’s Consolidated Balance Sheets (and as detailed in the table below), and was comprised of the natural gas contracts derivative assets and liabilities separately shown above offset by collateral netting of less than
$1 million
:
|
Offsetting of Natural Gas Derivative Assets and Liabilities
|
||||||||||||
|
|
December 31, 2013
|
||||||||||
|
|
Gross Amounts
Recognized (1)
|
|
Gross Amounts Offset in the Consolidated Balance Sheets
|
|
Net Amount Presented in the Consolidated Balance Sheets (2)
|
||||||
|
|
(in millions)
|
||||||||||
Current Assets: Non-trading derivative assets
|
|
$
|
32
|
|
|
$
|
(8
|
)
|
|
$
|
24
|
|
Other Assets: Non-trading derivative assets
|
|
11
|
|
|
(1
|
)
|
|
10
|
|
|||
Current Liabilities: Non-trading derivative liabilities
|
|
(25
|
)
|
|
8
|
|
|
(17
|
)
|
|||
Other Liabilities: Non-trading derivative liabilities
|
|
(5
|
)
|
|
1
|
|
|
(4
|
)
|
|||
Total
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
13
|
|
(1)
|
Gross amounts recognized include some derivative assets and liabilities that are not subject to master netting arrangements.
|
(2)
|
The derivative assets and liabilities on the Consolidated Balance Sheets exclude accounts receivable or accounts payable that, should they exist, could be used as offsets to these balances in the event of a default.
|
Fair Value of Derivative Instruments
|
||||||||||
|
|
December 31, 2012
|
||||||||
Total derivatives not designated
as hedging instruments
|
|
Balance Sheet
Location
|
|
Derivative
Assets
Fair Value
|
|
Derivative
Liabilities
Fair Value
|
||||
|
|
|
|
(in millions)
|
||||||
Natural gas derivatives (1) (2)
|
|
Current Assets: Non-trading derivative assets
|
|
$
|
37
|
|
|
$
|
1
|
|
Natural gas derivatives (1) (2)
|
|
Other Assets: Non-trading derivative assets
|
|
6
|
|
|
—
|
|
||
Natural gas derivatives (1) (2)
|
|
Current Liabilities: Non-trading derivative liabilities
|
|
5
|
|
|
27
|
|
||
Natural gas derivatives (1) (2)
|
|
Other Liabilities: Non-trading derivative liabilities
|
|
1
|
|
|
4
|
|
||
Indexed debt securities derivative
|
|
Current Liabilities
|
|
—
|
|
|
268
|
|
||
Total
|
|
$
|
49
|
|
|
$
|
300
|
|
(1)
|
The fair value shown for natural gas contracts is comprised of derivative gross volumes totaling
489
billion cubic feet (Bcf) or a net
101
Bcf long position. Of the net long position, basis swaps constitute
73
Bcf.
|
(2)
|
Natural gas contracts are presented on a net basis in the Consolidated Balance Sheets. Natural gas contracts are subject to master netting arrangements. This netting applies to all undisputed amounts due or past due and causes derivative assets (liabilities) to be ultimately presented net in a liability (asset) account within the Consolidated Balance Sheets. The net of total non-trading derivative assets and liabilities was a
$26 million
asset as shown on CenterPoint Energy’s Consolidated Balance Sheets (and as detailed in the table below), and was comprised of the natural gas contracts derivative assets and liabilities separately shown above offset by collateral netting of
$9 million
.
|
Offsetting of Natural Gas Derivative Assets and Liabilities
|
||||||||||||
|
|
December 31, 2012
|
||||||||||
|
|
Gross Amounts
Recognized (1)
|
|
Gross Amounts Offset in the Consolidated Balance Sheets
|
|
Net Amount Presented in the Consolidated Balance Sheets (2)
|
||||||
|
|
(in millions)
|
||||||||||
Current Assets: Non-trading derivative assets
|
|
$
|
42
|
|
|
$
|
(6
|
)
|
|
$
|
36
|
|
Other Assets: Non-trading derivative assets
|
|
7
|
|
|
(1
|
)
|
|
6
|
|
|||
Current Liabilities: Non-trading derivative liabilities
|
|
(28
|
)
|
|
14
|
|
|
(14
|
)
|
|||
Other Liabilities: Non-trading derivative liabilities
|
|
(4
|
)
|
|
2
|
|
|
(2
|
)
|
|||
Total
|
|
$
|
17
|
|
|
$
|
9
|
|
|
$
|
26
|
|
(1)
|
Gross amounts recognized include some derivative assets and liabilities that are not subject to master netting arrangements.
|
(2)
|
The derivative assets and liabilities on the Consolidated Balance Sheets exclude accounts receivable or accounts payable that, should they exist, could be used as offsets to these balances in the event of a default.
|
Income Statement Impact of Derivative Activity
|
||||||||||||||
|
|
|
|
Year Ended December 31,
|
||||||||||
Total derivatives not designated
as hedging instruments
|
|
Income Statement Location
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
|
|
(in millions)
|
||||||||||
Natural gas derivatives
|
|
Gains (Losses) in Revenue
|
|
$
|
11
|
|
|
$
|
43
|
|
|
$
|
102
|
|
Natural gas derivatives (1) (2)
|
|
Gains (Losses) in Expense: Natural Gas
|
|
10
|
|
|
(63
|
)
|
|
(144
|
)
|
|||
Indexed debt securities derivative
|
|
Gains (Losses) in Other Income (Expense)
|
|
(193
|
)
|
|
(71
|
)
|
|
35
|
|
|||
Total
|
|
$
|
(172
|
)
|
|
$
|
(91
|
)
|
|
$
|
(7
|
)
|
(1)
|
The Gains (Losses) in Expense: Natural Gas includes
$(2) million
during the year ended
December 31, 2013
related to physical forwards purchased from Enable.
|
(2)
|
The Gains (Losses) in Expense: Natural Gas includes
$-0-
,
$(38) million
and
$(107) million
of costs in
2013
,
2012
and 2011, respectively, associated with price stabilization activities of the Natural Gas Distribution business segment that will be ultimately recovered through purchased gas adjustments.
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||
|
Investment
Grade(1)
|
|
Total
|
|
Investment
Grade(1)
|
|
Total
|
||||||||
Energy marketers
|
$
|
1
|
|
|
$
|
4
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Financial institutions
|
1
|
|
|
9
|
|
|
—
|
|
|
—
|
|
||||
Retail end users (2)
|
1
|
|
|
21
|
|
|
—
|
|
|
41
|
|
||||
Total
|
$
|
3
|
|
|
$
|
34
|
|
|
$
|
1
|
|
|
$
|
42
|
|
(1)
|
“Investment grade” is primarily determined using publicly available credit ratings and considering credit support (including parent company guarantees) and collateral (including cash and standby letters of credit). For unrated counterparties, CenterPoint Energy determines a synthetic credit rating by performing financial statement analysis and considering contractual rights and restrictions and collateral.
|
(2)
|
Retail end users represent customers who have contracted to fix the price of a portion of their physical gas requirements for future periods.
|
(8)
|
Fair Value Measurements
|
|
Quoted Prices in
Active Markets
for Identical Assets
(Level 1)
|
|
Significant Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Netting
Adjustments
(1)
|
|
Balance at December 31, 2013
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Corporate equities
|
$
|
770
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
770
|
|
Investments, including money market funds
|
61
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61
|
|
|||||
Natural gas derivatives (2)
|
5
|
|
|
33
|
|
|
5
|
|
|
(9
|
)
|
|
34
|
|
|||||
Total assets
|
$
|
836
|
|
|
$
|
33
|
|
|
$
|
5
|
|
|
$
|
(9
|
)
|
|
$
|
865
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Indexed debt securities derivative
|
$
|
—
|
|
|
$
|
455
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
455
|
|
Natural gas derivatives
|
1
|
|
|
27
|
|
|
2
|
|
|
(9
|
)
|
|
21
|
|
|||||
Total liabilities
|
$
|
1
|
|
|
$
|
482
|
|
|
$
|
2
|
|
|
$
|
(9
|
)
|
|
$
|
476
|
|
(1)
|
Amounts represent the impact of legally enforceable master netting agreements that allow CenterPoint Energy to settle positive and negative positions and also include cash collateral of less than
$1 million
posted with the same counterparties.
|
(2)
|
The (Level 2) Natural gas derivative assets of
$33 million
include
$1 million
related to physical forwards purchased from Enable.
|
|
Quoted Prices in
Active Markets
for Identical Assets
(Level 1)
|
|
Significant Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Netting
Adjustments
(1)
|
|
Balance at December 31, 2012
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Corporate equities
|
$
|
542
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
542
|
|
Investments, including money market funds
|
76
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
76
|
|
|||||
Natural gas derivatives
|
1
|
|
|
40
|
|
|
7
|
|
|
(6
|
)
|
|
42
|
|
|||||
Total assets
|
$
|
619
|
|
|
$
|
40
|
|
|
$
|
7
|
|
|
$
|
(6
|
)
|
|
$
|
660
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Indexed debt securities derivative
|
$
|
—
|
|
|
$
|
268
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
268
|
|
Natural gas derivatives
|
5
|
|
|
21
|
|
|
5
|
|
|
(15
|
)
|
|
16
|
|
|||||
Total liabilities
|
$
|
5
|
|
|
$
|
289
|
|
|
$
|
5
|
|
|
$
|
(15
|
)
|
|
$
|
284
|
|
(1)
|
Amounts represent the impact of legally enforceable master netting agreements that allow CenterPoint Energy to settle positive and negative positions and also include cash collateral of
$9 million
posted with the same counterparties.
|
|
Fair Value Measurements Using Significant
Unobservable Inputs (Level 3)
|
||||||||||
|
Derivative assets and liabilities, net
|
||||||||||
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in millions)
|
||||||||||
Beginning balance
|
$
|
2
|
|
|
$
|
6
|
|
|
$
|
3
|
|
Total gains (1)
|
3
|
|
|
3
|
|
|
6
|
|
|||
Total settlements (1)
|
(3
|
)
|
|
(6
|
)
|
|
(3
|
)
|
|||
Total purchases
|
—
|
|
|
—
|
|
|
2
|
|
|||
Transfers out of Level 3
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
|||
Transfers into Level 3
|
1
|
|
|
—
|
|
|
—
|
|
|||
Ending balance (2)
|
$
|
3
|
|
|
$
|
2
|
|
|
$
|
6
|
|
The amount of total gains for the period included in earnings
attributable to the change in unrealized gains or losses relating
to assets still held at the reporting date
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
5
|
|
(1)
|
During 2013, 2012 and 2011, CenterPoint Energy did not have Level 3 unrealized gains (losses) or settlements related to price stabilization activities of the Natural Gas Distribution business segment.
|
(2)
|
During 2013, 2012 and 2011, CenterPoint Energy did not have significant Level 3 sales.
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
|
(in millions)
|
||||||||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Notes receivable - affiliated companies
|
$
|
363
|
|
|
$
|
363
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Long-term debt
|
$
|
8,171
|
|
|
$
|
8,670
|
|
|
$
|
9,619
|
|
|
$
|
10,807
|
|
(9)
|
Unconsolidated Affiliates
|
|
|
Year Ended December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
|
|
(in millions)
|
||||||
Enable
|
|
$
|
4,319
|
|
|
$
|
—
|
|
SESH
(1)
|
|
199
|
|
|
404
|
|
||
Other
|
|
—
|
|
|
1
|
|
||
Total
|
|
$
|
4,518
|
|
|
$
|
405
|
|
(1)
|
On May 1, 2013, CERC contributed a
24.95%
interest in SESH to Enable, leaving CERC with a
25.05%
interest in SESH.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
(in millions)
|
||||||||||
Enable
|
|
$
|
173
|
|
|
$
|
—
|
|
|
$
|
—
|
|
SESH
(1)
|
|
15
|
|
|
26
|
|
|
21
|
|
|||
Waskom
(2)
|
|
—
|
|
|
5
|
|
|
9
|
|
|||
Total
|
|
$
|
188
|
|
|
$
|
31
|
|
|
$
|
30
|
|
(1)
|
On May 1, 2013, CERC contributed a
24.95%
interest in SESH to Enable, leaving CERC with a
25.05%
interest in SESH.
|
(2)
|
On July 31, 2012, Waskom became a wholly owned subsidiary of CenterPoint Energy. Beginning on August 1, 2012, Waskom’s operating results are consolidated on the Statements of Consolidated Income. On May 1, 2013, CenterPoint Energy contributed Waskom to Enable.
|
Operating revenues
|
|
$
|
2,123
|
|
Cost of sales, excluding depreciation and amortization
|
|
1,241
|
|
|
Operating income
|
|
322
|
|
|
Net income attributable to Enable
|
|
289
|
|
|
|
|
|
||
CenterPoint Energy's approximate 58.3% interest
|
|
$
|
168
|
|
Basis difference accretion gain
|
|
5
|
|
|
CenterPoint Energy's approximate 58.3% interest, net
|
|
$
|
173
|
|
Current assets
|
|
$
|
549
|
|
Non-current assets
|
|
10,683
|
|
|
Current liabilities
|
|
720
|
|
|
Non-current liabilities
|
|
2,331
|
|
|
Noncontrolling interest
|
|
33
|
|
|
Enable Partners' Capital
|
|
8,148
|
|
|
|
|
|
||
CenterPoint Energy's approximate 58.3% interest
|
|
$
|
4,753
|
|
CenterPoint Energy's basis difference
|
|
(434
|
)
|
|
CenterPoint Energy's investment in Enable
|
|
$
|
4,319
|
|
Basis difference attributable to goodwill as of May 1, 2013 (1)
|
|
$
|
229
|
|
Basis difference to be accreted over 30 years as of May 1, 2013
|
|
210
|
|
|
Total basis difference as of May 1, 2013
|
|
439
|
|
|
|
|
|
||
Accumulated accretion of basis difference as of December 31, 2013
|
|
(5
|
)
|
|
CenterPoint Energy's basis difference in Enable as of December 31, 2013
|
|
$
|
434
|
|
(1)
|
This difference related to CenterPoint Energy’s proportionate share of Enable’s goodwill arising from its acquisition of Enogex, and therefore will not be recognized by CenterPoint Energy.
|
(10)
|
Indexed Debt Securities (ZENS) and Time Warner Securities
|
|
TW
Securities
|
|
Debt
Component
of ZENS
|
|
Derivative
Component
of ZENS
|
||||||
Balance at December 31, 2010
|
$
|
367
|
|
|
$
|
126
|
|
|
$
|
232
|
|
Accretion of debt component of ZENS
|
—
|
|
|
22
|
|
|
—
|
|
|||
2% interest paid
|
—
|
|
|
(17
|
)
|
|
—
|
|
|||
Gain on indexed debt securities
|
—
|
|
|
—
|
|
|
(35
|
)
|
|||
Gain on TW Securities
|
19
|
|
|
—
|
|
|
—
|
|
|||
Balance at December 31, 2011
|
386
|
|
|
131
|
|
|
197
|
|
|||
Accretion of debt component of ZENS
|
—
|
|
|
24
|
|
|
—
|
|
|||
2% interest paid
|
—
|
|
|
(17
|
)
|
|
—
|
|
|||
Loss on indexed debt securities
|
—
|
|
|
—
|
|
|
71
|
|
|||
Gain on TW Securities
|
154
|
|
|
—
|
|
|
—
|
|
|||
Balance at December 31, 2012
|
540
|
|
|
138
|
|
|
268
|
|
|||
Accretion of debt component of ZENS
|
—
|
|
|
24
|
|
|
—
|
|
|||
2% interest paid
|
—
|
|
|
(17
|
)
|
|
—
|
|
|||
Sale of TW securities
|
(9
|
)
|
|
—
|
|
|
—
|
|
|||
Redemption of indexed debt securities
|
—
|
|
|
(2
|
)
|
|
(6
|
)
|
|||
Loss on indexed debt securities
|
—
|
|
|
—
|
|
|
193
|
|
|||
Gain on TW Securities
|
236
|
|
|
—
|
|
|
—
|
|
|||
Balance at December 31, 2013
|
$
|
767
|
|
|
$
|
143
|
|
|
$
|
455
|
|
(11)
|
Equity
|
(12)
|
Short-term Borrowings and Long-term Debt
|
|
December 31,
2013 |
|
December 31,
2012 |
||||||||||||
|
Long-Term
|
|
Current(1)
|
|
Long-Term
|
|
Current(1)
|
||||||||
|
(in millions)
|
||||||||||||||
Short-term borrowings:
|
|
|
|
|
|
|
|
||||||||
Inventory financing
|
$
|
—
|
|
|
$
|
43
|
|
|
$
|
—
|
|
|
$
|
38
|
|
Total short-term borrowings
|
—
|
|
|
43
|
|
|
—
|
|
|
38
|
|
||||
Long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
||||
CenterPoint Energy:
|
|
|
|
|
|
|
|
|
|
|
|
||||
ZENS(2)
|
—
|
|
|
143
|
|
|
—
|
|
|
138
|
|
||||
Senior notes 5.95% to 6.85% due 2015 to 2018
|
750
|
|
|
—
|
|
|
750
|
|
|
—
|
|
||||
Pollution control bonds 4.00% due 2015(3)
|
—
|
|
|
—
|
|
|
151
|
|
|
—
|
|
||||
Pollution control bonds 4.90% to 5.125% due 2015 to 2028(4)
|
187
|
|
|
—
|
|
|
187
|
|
|
—
|
|
||||
CenterPoint Houston:
|
|
|
|
|
|
|
|
|
|
|
|
||||
First mortgage bonds 9.15% due 2021
|
102
|
|
|
—
|
|
|
102
|
|
|
—
|
|
||||
General mortgage bonds 2.25% to 6.95% due 2022 to 2042
|
1,312
|
|
|
—
|
|
|
1,312
|
|
|
450
|
|
||||
Pollution control bonds 4.250% to 5.60% due 2017 to 2027(5)
|
183
|
|
|
—
|
|
|
183
|
|
|
—
|
|
||||
System restoration bonds 1.833% to 4.243% due 2014 to 2022
|
463
|
|
|
47
|
|
|
510
|
|
|
46
|
|
||||
Transition bonds 0.90% to 5.302% due 2014 to 2024
|
2,583
|
|
|
307
|
|
|
2,890
|
|
|
401
|
|
||||
CERC Corp.:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Senior notes 4.50% to 6.625% due 2016 to 2041
|
2,168
|
|
|
—
|
|
|
2,328
|
|
|
365
|
|
||||
Commercial paper (6)
|
118
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Unamortized discount and premium, net
|
(50
|
)
|
|
—
|
|
|
(57
|
)
|
|
—
|
|
||||
Total long-term debt
|
7,817
|
|
|
497
|
|
|
8,357
|
|
|
1,400
|
|
||||
Total debt
|
$
|
7,817
|
|
|
$
|
540
|
|
|
$
|
8,357
|
|
|
$
|
1,438
|
|
(1)
|
Includes amounts due or exchangeable within one year of the date noted.
|
(2)
|
CenterPoint Energy’s ZENS obligation is bifurcated into a debt component and an embedded derivative component. For additional information regarding ZENS, see Note 10(b). As ZENS are exchangeable for cash at any time at the option of the holders, these notes are classified as a current portion of long-term debt.
|
(3)
|
These series of debt are secured by first mortgage bonds of CenterPoint Houston.
|
(4)
|
$118 million
of these series of debt were secured by general mortgage bonds of CenterPoint Houston at both
December 31, 2013
and
2012
.
|
(5)
|
These series of debt are secured by general mortgage bonds of CenterPoint Houston.
|
(6)
|
Classified as long-term debt because the termination date of the facility that backstops the commercial paper is more than one year from the date noted.
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||||||||||||||||||
|
Size of
Facility |
|
Loans
|
|
Letters
of Credit |
|
Commercial
Paper |
|
Size of
Facility |
|
Loans
|
|
Letters
of Credit |
|
Commercial
Paper |
||||||||||||||||
CenterPoint Energy
|
$
|
1,200
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
1,200
|
|
|
$
|
—
|
|
|
$
|
7
|
|
|
$
|
—
|
|
CenterPoint Houston
|
300
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
300
|
|
|
—
|
|
|
4
|
|
|
—
|
|
||||||||
CERC Corp.
|
600
|
|
|
—
|
|
|
—
|
|
|
118
|
|
|
950
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total
|
$
|
2,100
|
|
|
$
|
—
|
|
|
$
|
10
|
|
|
$
|
118
|
|
|
$
|
2,450
|
|
|
$
|
—
|
|
|
$
|
11
|
|
|
$
|
—
|
|
(13)
|
Income Taxes
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in millions)
|
||||||||||
Current income tax expense (benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
91
|
|
|
$
|
—
|
|
|
$
|
(63
|
)
|
State
|
23
|
|
|
12
|
|
|
24
|
|
|||
Total current expense (benefit)
|
114
|
|
|
12
|
|
|
(39
|
)
|
|||
Deferred income tax expense (benefit):
|
|
|
|
|
|
|
|
|
|||
Federal
|
370
|
|
|
280
|
|
|
432
|
|
|||
State
|
(14
|
)
|
|
48
|
|
|
11
|
|
|||
Total deferred expense
|
356
|
|
|
328
|
|
|
443
|
|
|||
Total income tax expense
|
$
|
470
|
|
|
$
|
340
|
|
|
$
|
404
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in millions)
|
||||||||||
Income before income taxes and extraordinary item
|
$
|
781
|
|
|
$
|
757
|
|
|
$
|
1,174
|
|
Federal statutory income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
|||
Expected federal income tax expense
|
273
|
|
|
265
|
|
|
411
|
|
|||
Increase (decrease) in tax expense resulting from:
|
|
|
|
|
|
|
|
|
|||
State income tax expense, net of federal income tax
|
21
|
|
|
39
|
|
|
22
|
|
|||
Amortization of investment tax credit
|
—
|
|
|
(2
|
)
|
|
(6
|
)
|
|||
Tax effect related to the formation of Enable
|
196
|
|
|
—
|
|
|
—
|
|
|||
Increase (decrease) in settled and uncertain income tax positions
|
(9
|
)
|
|
(33
|
)
|
|
(5
|
)
|
|||
Goodwill impairment
|
—
|
|
|
88
|
|
|
—
|
|
|||
Other, net
|
(11
|
)
|
|
(17
|
)
|
|
(18
|
)
|
|||
Total
|
197
|
|
|
75
|
|
|
(7
|
)
|
|||
Total income tax expense
|
$
|
470
|
|
|
$
|
340
|
|
|
$
|
404
|
|
Effective tax rate
|
60.2
|
%
|
|
44.9
|
%
|
|
34.4
|
%
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
|
(in millions)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Current:
|
|
|
|
||||
Allowance for doubtful accounts
|
$
|
11
|
|
|
$
|
10
|
|
Deferred gas costs
|
7
|
|
|
—
|
|
||
Other
|
12
|
|
|
1
|
|
||
Total current deferred tax assets
|
30
|
|
|
11
|
|
||
Non-current:
|
|
|
|
|
|
||
Loss and credit carryforwards
|
51
|
|
|
90
|
|
||
Employee benefits
|
258
|
|
|
383
|
|
||
Other
|
76
|
|
|
64
|
|
||
Total non-current deferred tax assets before valuation allowance
|
385
|
|
|
537
|
|
||
Valuation allowance
|
(2
|
)
|
|
(2
|
)
|
||
Total non-current deferred tax assets, net of valuation allowance
|
383
|
|
|
535
|
|
||
Total deferred tax assets, net of valuation allowance
|
413
|
|
|
546
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
||
Current:
|
|
|
|
|
|
||
Unrealized gain on indexed debt securities
|
541
|
|
|
439
|
|
||
Unrealized gain on TW securities
|
97
|
|
|
151
|
|
||
Deferred gas costs
|
—
|
|
|
25
|
|
||
Total current deferred tax liabilities
|
638
|
|
|
615
|
|
||
Non-current:
|
|
|
|
|
|
||
Depreciation
|
1,908
|
|
|
3,279
|
|
||
Regulatory assets, net
|
1,308
|
|
|
1,278
|
|
||
Investment in unconsolidated affiliates
|
1,590
|
|
|
—
|
|
||
Other
|
119
|
|
|
131
|
|
||
Total non-current deferred tax liabilities
|
4,925
|
|
|
4,688
|
|
||
Total deferred tax liabilities
|
5,563
|
|
|
5,303
|
|
||
Accumulated deferred income taxes, net
|
$
|
5,150
|
|
|
$
|
4,757
|
|
|
December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in millions)
|
||||||||||
Balance, beginning of year
|
$
|
(23
|
)
|
|
$
|
51
|
|
|
$
|
252
|
|
Tax Positions related to prior years:
|
|
|
|
|
|
|
|
|
|||
Additions
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
Reductions
|
(1
|
)
|
|
(75
|
)
|
|
(203
|
)
|
|||
Tax Positions related to current year:
|
|
|
|
|
|
|
|
|
|||
Additions
|
—
|
|
|
—
|
|
|
5
|
|
|||
Settlements
|
24
|
|
|
1
|
|
|
(1
|
)
|
|||
Lapse of statute of limitations
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
Balance, end of year
|
$
|
—
|
|
|
$
|
(23
|
)
|
|
$
|
51
|
|
(14)
|
Commitments and Contingencies
|
2014
|
$
|
6
|
|
2015
|
4
|
|
|
2016
|
4
|
|
|
2017
|
2
|
|
|
2018
|
2
|
|
|
2019 and beyond
|
3
|
|
|
Total
|
$
|
21
|
|
(15)
|
Earnings Per Share
|
|
For the Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in millions, except per share and share amounts)
|
||||||||||
Income before extraordinary item
|
$
|
311
|
|
|
$
|
417
|
|
|
$
|
770
|
|
Extraordinary item, net of tax
|
—
|
|
|
—
|
|
|
587
|
|
|||
Net income
|
$
|
311
|
|
|
$
|
417
|
|
|
$
|
1,357
|
|
|
|
|
|
|
|
||||||
Basic weighted average shares outstanding
|
428,466,000
|
|
|
427,189,000
|
|
|
425,636,000
|
|
|||
Plus: Incremental shares from assumed conversions:
|
|
|
|
|
|
|
|
|
|||
Stock options
|
41,000
|
|
|
152,000
|
|
|
347,000
|
|
|||
Restricted stock
|
2,423,000
|
|
|
2,453,000
|
|
|
2,741,000
|
|
|||
Diluted weighted average shares
|
430,930,000
|
|
|
429,794,000
|
|
|
428,724,000
|
|
|||
|
|
|
|
|
|
||||||
Basic earnings per share:
|
|
|
|
|
|
|
|
||||
Income before extraordinary item
|
$
|
0.73
|
|
|
$
|
0.98
|
|
|
$
|
1.81
|
|
Extraordinary item, net of tax
|
—
|
|
|
—
|
|
|
1.38
|
|
|||
Net income
|
$
|
0.73
|
|
|
$
|
0.98
|
|
|
$
|
3.19
|
|
|
|
|
|
|
|
||||||
Diluted earnings per share:
|
|
|
|
|
|
|
|
||||
Income before extraordinary item
|
$
|
0.72
|
|
|
$
|
0.97
|
|
|
$
|
1.80
|
|
Extraordinary item, net of tax
|
—
|
|
|
—
|
|
|
1.37
|
|
|||
Net income
|
$
|
0.72
|
|
|
$
|
0.97
|
|
|
$
|
3.17
|
|
(16)
|
Unaudited Quarterly Information
|
|
Year Ended December 31, 2013
|
||||||||||||||
|
First
Quarter
|
|
Second
Quarter (2)
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
|
(in millions, except per share amounts)
|
||||||||||||||
Revenues
|
$
|
2,388
|
|
|
$
|
1,894
|
|
|
$
|
1,640
|
|
|
$
|
2,184
|
|
Operating income
|
332
|
|
|
223
|
|
|
244
|
|
|
211
|
|
||||
Net income (loss)
|
147
|
|
|
(100
|
)
|
|
151
|
|
|
113
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) per share(1)
|
$
|
0.34
|
|
|
$
|
(0.23
|
)
|
|
$
|
0.35
|
|
|
$
|
0.26
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings (loss) per share(1)
|
$
|
0.34
|
|
|
$
|
(0.23
|
)
|
|
$
|
0.35
|
|
|
$
|
0.26
|
|
|
Year Ended December 31, 2012
|
||||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter (3)
|
|
Fourth
Quarter
|
||||||||
|
(in millions, except per share amounts)
|
||||||||||||||
Revenues
|
$
|
2,084
|
|
|
$
|
1,525
|
|
|
$
|
1,705
|
|
|
$
|
2,138
|
|
Operating income
|
338
|
|
|
302
|
|
|
88
|
|
|
310
|
|
||||
Net income
|
$
|
147
|
|
|
$
|
126
|
|
|
$
|
10
|
|
|
$
|
134
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share(1)
|
$
|
0.34
|
|
|
$
|
0.29
|
|
|
$
|
0.02
|
|
|
$
|
0.31
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share(1)
|
$
|
0.34
|
|
|
$
|
0.29
|
|
|
$
|
0.02
|
|
|
$
|
0.31
|
|
(1)
|
Quarterly earnings per common share are based on the weighted average number of shares outstanding during the quarter, and the sum of the quarters may not equal annual earnings per common share.
|
(2)
|
Effective May 1, 2013, CenterPoint Energy contributed CenterPoint Midstream to Enable. See Note 2(b) and Note 9 for further discussion on the formation of Enable and CenterPoint Energy’s investment in Enable, respectively.
|
(3)
|
See Note 2(b) and Note (4) for further discussion on the acquisition of additional interest in Waskom and the goodwill impairment charge, respectively.
|
(17)
|
Reportable Business Segments
|
|
Revenues
from
External
Customers
|
|
Intersegment
Revenues
|
|
Depreciation
and
Amortization
|
|
Operating
Income (Loss)
|
|
Total
Assets
|
|
Expenditures
for Long-Lived
Assets
|
||||||||||||
As of and for the year ended December 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Electric Transmission & Distribution
|
$
|
2,570
|
|
(1)
|
$
|
—
|
|
|
$
|
685
|
|
|
$
|
607
|
|
|
$
|
9,605
|
|
|
$
|
759
|
|
Natural Gas Distribution
|
2,837
|
|
|
26
|
|
|
185
|
|
|
263
|
|
|
4,976
|
|
|
430
|
|
||||||
Energy Services
|
2,374
|
|
|
27
|
|
|
5
|
|
|
13
|
|
|
895
|
|
|
3
|
|
||||||
Interstate Pipelines (2) (4)
|
133
|
|
|
53
|
|
|
20
|
|
|
72
|
|
|
—
|
|
|
29
|
|
||||||
Field Services (3) (4)
|
178
|
|
|
18
|
|
|
20
|
|
|
73
|
|
|
—
|
|
|
16
|
|
||||||
Midstream Investments (5)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,518
|
|
|
—
|
|
||||||
Other
|
14
|
|
|
—
|
|
|
39
|
|
|
(18
|
)
|
|
3,026
|
|
(6)
|
35
|
|
||||||
Reconciling Eliminations
|
—
|
|
|
(124
|
)
|
|
—
|
|
|
—
|
|
|
(1,150
|
)
|
|
—
|
|
||||||
Consolidated
|
$
|
8,106
|
|
|
$
|
—
|
|
|
$
|
954
|
|
|
$
|
1,010
|
|
|
$
|
21,870
|
|
|
$
|
1,272
|
|
As of and for the year ended December 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Electric Transmission & Distribution
|
$
|
2,540
|
|
(1)
|
$
|
—
|
|
|
$
|
729
|
|
|
$
|
639
|
|
|
$
|
11,174
|
|
|
$
|
599
|
|
Natural Gas Distribution
|
2,320
|
|
|
22
|
|
|
173
|
|
|
226
|
|
|
4,775
|
|
|
359
|
|
||||||
Energy Services
|
1,758
|
|
|
26
|
|
|
6
|
|
|
(250
|
)
|
|
839
|
|
|
6
|
|
||||||
Interstate Pipelines (2)
|
356
|
|
|
146
|
|
|
56
|
|
|
207
|
|
|
4,004
|
|
|
132
|
|
||||||
Field Services (3)
|
467
|
|
|
39
|
|
|
50
|
|
|
214
|
|
|
2,453
|
|
|
52
|
|
||||||
Other
|
11
|
|
|
—
|
|
|
36
|
|
|
2
|
|
|
2,600
|
|
(6)
|
40
|
|
||||||
Reconciling Eliminations
|
—
|
|
|
(233
|
)
|
|
—
|
|
|
—
|
|
|
(2,974
|
)
|
|
—
|
|
||||||
Consolidated
|
$
|
7,452
|
|
|
$
|
—
|
|
|
$
|
1,050
|
|
|
$
|
1,038
|
|
|
$
|
22,871
|
|
|
$
|
1,188
|
|
As of and for the year ended December 31, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Electric Transmission & Distribution
|
$
|
2,337
|
|
(1)
|
$
|
—
|
|
|
$
|
587
|
|
|
$
|
623
|
|
|
$
|
11,221
|
|
|
$
|
538
|
|
Natural Gas Distribution
|
2,823
|
|
|
18
|
|
|
166
|
|
|
226
|
|
|
4,636
|
|
|
295
|
|
||||||
Energy Services
|
2,488
|
|
|
23
|
|
|
5
|
|
|
6
|
|
|
1,089
|
|
|
5
|
|
||||||
Interstate Pipelines (2)
|
421
|
|
|
132
|
|
|
54
|
|
|
248
|
|
|
3,867
|
|
|
98
|
|
||||||
Field Services (3)
|
370
|
|
|
42
|
|
|
37
|
|
|
189
|
|
|
1,894
|
|
|
201
|
|
||||||
Other
|
11
|
|
|
—
|
|
|
37
|
|
|
6
|
|
|
2,318
|
|
(6)
|
54
|
|
||||||
Reconciling Eliminations
|
—
|
|
|
(215
|
)
|
|
—
|
|
|
—
|
|
|
(3,322
|
)
|
|
—
|
|
||||||
Consolidated
|
$
|
8,450
|
|
|
$
|
—
|
|
|
$
|
886
|
|
|
$
|
1,298
|
|
|
$
|
21,703
|
|
|
$
|
1,191
|
|
(1)
|
Sales to affiliates of NRG in
2013
,
2012
and
2011
represented approximately
$658 million
,
$648 million
and
$594 million
, respectively, of CenterPoint Houston’s transmission and distribution revenues. Sales to affiliates of Energy Future Holdings Corp. in
2013
,
2012
and
2011
represented approximately
$167 million
,
$162 million
and
$182 million
, respectively, of CenterPoint Houston’s transmission and distribution revenues. Sales to affiliates of Just Energy Group, Inc. in
2013
,
2012
and
2011
represented approximately
$126 million
,
$102 million
and
$81 million
, respectively, of CenterPoint Houston’s transmission and distribution revenues.
|
(2)
|
Interstate Pipelines recorded equity income of
$7 million
,
$26 million
and
$21 million
in the years ended
December 31, 2013
,
2012
and
2011
, respectively, from its interest in SESH, a jointly-owned pipeline. These amounts are included in Equity in earnings of unconsolidated affiliates under the Other Income (Expense) caption. Interstate Pipelines’ investment in SESH was
$404 million
and
$409 million
as of
December 31, 2012
and
2011
and is included in Investment in unconsolidated affiliates. As discussed above, effective May 1, 2013, CenterPoint Energy reports equity earnings
|
(3)
|
Field Services recorded equity income of
$5 million
and
$9 million
for the years ended
December 31, 2012
and
2011
, respectively, from its interest in Waskom. These amounts are included in Equity in earnings of unconsolidated affiliates under the Other Income (Expense) caption. Field Services’ investment in the jointly-owned gas processing plant was
$63 million
as of
December 31, 2011
and is included in Investment in unconsolidated affiliates. Beginning on August 1, 2012, financial results for Waskom are included in operating income due to the July 31, 2012 purchase of the
50%
interest in Waskom that CenterPoint Energy did not already own. CenterPoint Energy contributed
100%
interest in Waskom to Enable on May 1, 2013. Effective May 1, 2013, CenterPoint Energy reports equity earnings associated with its interest in Enable under a new Midstream Investments segment, and no longer has a Field Services reporting segment prospectively.
|
(4)
|
Results reflected in the year ended December 31, 2013 represent only January 2013 through April 2013.
|
(5)
|
Midstream Investments reported equity earnings of
$173 million
from Enable and
$8 million
of equity earnings from CenterPoint Energy’s retained interest in SESH for the eight months ended December 31, 2013. Included in total assets of Midstream Investments as of December 31, 2013 is
$4,319 million
related to CenterPoint Energy’s investment in Enable and
$199 million
related to CenterPoint Energy’s retained interest in SESH.
|
(6)
|
Included in total assets of Other Operations as of
December 31, 2013
,
2012
and
2011
, are pension and other postemployment related regulatory assets of
$627 million
,
$832 million
and
$796 million
, respectively.
|
|
|
Year Ended December 31,
|
||||||||||
Revenues by Products and Services:
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
|
|
|
||||||||
Electric delivery
|
|
$
|
2,570
|
|
|
$
|
2,540
|
|
|
$
|
2,337
|
|
Retail gas sales
|
|
4,150
|
|
|
3,328
|
|
|
4,019
|
|
|||
Wholesale gas sales
|
|
913
|
|
|
613
|
|
|
1,149
|
|
|||
Gas transportation and processing
|
|
345
|
|
|
847
|
|
|
824
|
|
|||
Energy products and services
|
|
128
|
|
|
124
|
|
|
121
|
|
|||
Total
|
|
$
|
8,106
|
|
|
$
|
7,452
|
|
|
$
|
8,450
|
|
(18)
|
Subsequent Events
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions, and Director
Independence
|
Item 14.
|
Principal Accounting Fees and Services
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
Report of Independent Registered Public Accounting Firm
|
69
|
|
Statements of Consolidated Income for the Three Years Ended December 31, 2013
|
72
|
|
Statements of Consolidated Comprehensive Income for the Three Years Ended December 31, 2013
|
73
|
|
Consolidated Balance Sheets at December 31, 2013 and 2012
|
74
|
|
Statements of Consolidated Cash Flows for the Three Years Ended December 31, 2013
|
75
|
|
Statements of Consolidated Shareholders’ Equity for the Three Years Ended December 31, 2013
|
77
|
|
Notes to Consolidated Financial Statements
|
78
|
|
Report of Independent Registered Public Accounting Firm
|
119
|
|
I — Condensed Financial Information of CenterPoint Energy, Inc. (Parent Company)
|
120
|
|
II — Valuation and Qualifying Accounts
|
125
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in millions)
|
||||||||||
Expenses:
|
|
|
|
|
|
||||||
Operation and Maintenance Expenses
|
$
|
(13
|
)
|
|
$
|
(20
|
)
|
|
$
|
(12
|
)
|
Total
|
(13
|
)
|
|
(20
|
)
|
|
(12
|
)
|
|||
Other Income (Expense):
|
|
|
|
|
|
||||||
Interest Income from Subsidiaries
|
8
|
|
|
10
|
|
|
7
|
|
|||
Other Income (Expense)
|
(5
|
)
|
|
6
|
|
|
—
|
|
|||
Gain (Loss) on Indexed Debt Securities
|
(193
|
)
|
|
(71
|
)
|
|
35
|
|
|||
Interest Expense to Subsidiaries
|
(24
|
)
|
|
(25
|
)
|
|
(25
|
)
|
|||
Interest Expense
|
(104
|
)
|
|
(112
|
)
|
|
(123
|
)
|
|||
Total
|
(318
|
)
|
|
(192
|
)
|
|
(106
|
)
|
|||
Loss Before Income Taxes, Equity in Subsidiaries and Extraordinary Item
|
(331
|
)
|
|
(212
|
)
|
|
(118
|
)
|
|||
Income Tax Benefit
|
137
|
|
|
87
|
|
|
50
|
|
|||
Loss Before Equity in Subsidiaries and Extraordinary Item
|
(194
|
)
|
|
(125
|
)
|
|
(68
|
)
|
|||
Equity Income of Subsidiaries
|
505
|
|
|
542
|
|
|
838
|
|
|||
Income Before Extraordinary Item
|
311
|
|
|
417
|
|
|
770
|
|
|||
Extraordinary Item, Net of Tax
|
—
|
|
|
—
|
|
|
587
|
|
|||
Net Income
|
$
|
311
|
|
|
$
|
417
|
|
|
$
|
1,357
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in millions)
|
||||||||||
Net income
|
$
|
311
|
|
|
$
|
417
|
|
|
$
|
1,357
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||
Adjustment to pension and other postretirement plans (net of tax of $25,$2 and $7)
|
44
|
|
|
(2
|
)
|
|
(16
|
)
|
|||
Reclassification of deferred loss from cash flow hedges realized in net income (net of tax of $-0-, $-0- and $-0-)
|
1
|
|
|
—
|
|
|
—
|
|
|||
Other comprehensive income (loss)
|
45
|
|
|
(2
|
)
|
|
(16
|
)
|
|||
Comprehensive income
|
$
|
356
|
|
|
$
|
415
|
|
|
$
|
1,341
|
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
|
(in millions)
|
||||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
Notes receivable — subsidiaries
|
88
|
|
|
805
|
|
||
Accounts receivable — subsidiaries
|
116
|
|
|
136
|
|
||
Other assets
|
21
|
|
|
50
|
|
||
Total current assets
|
225
|
|
|
991
|
|
||
Other Assets:
|
|
|
|
|
|
||
Investment in subsidiaries
|
6,142
|
|
|
6,387
|
|
||
Notes receivable — subsidiaries
|
—
|
|
|
151
|
|
||
Other assets
|
649
|
|
|
856
|
|
||
Total other assets
|
6,791
|
|
|
7,394
|
|
||
Total Assets
|
$
|
7,016
|
|
|
$
|
8,385
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current Liabilities:
|
|
|
|
|
|
||
Notes payable — subsidiaries
|
$
|
11
|
|
|
$
|
434
|
|
Indexed debt
|
143
|
|
|
138
|
|
||
Indexed debt securities derivative
|
455
|
|
|
268
|
|
||
Accounts payable:
|
|
|
|
|
|
||
Subsidiaries
|
35
|
|
|
73
|
|
||
Other
|
5
|
|
|
—
|
|
||
Taxes accrued
|
517
|
|
|
497
|
|
||
Interest accrued
|
13
|
|
|
15
|
|
||
Other
|
—
|
|
|
1
|
|
||
Total current liabilities
|
1,179
|
|
|
1,426
|
|
||
Other Liabilities:
|
|
|
|
|
|
||
Accumulated deferred tax liabilities
|
232
|
|
|
214
|
|
||
Benefit obligations
|
340
|
|
|
608
|
|
||
Notes payable — subsidiaries
|
—
|
|
|
750
|
|
||
Total non-current liabilities
|
572
|
|
|
1,572
|
|
||
Long-Term Debt
|
936
|
|
|
1,086
|
|
||
Shareholders’ Equity:
|
|
|
|
|
|
||
Common stock
|
4
|
|
|
4
|
|
||
Additional paid-in capital
|
4,157
|
|
|
4,130
|
|
||
Retained earnings
|
258
|
|
|
302
|
|
||
Accumulated other comprehensive loss
|
(90
|
)
|
|
(135
|
)
|
||
Total shareholders’ equity
|
4,329
|
|
|
4,301
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
7,016
|
|
|
$
|
8,385
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in millions)
|
||||||||||
Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
311
|
|
|
$
|
417
|
|
|
$
|
1,357
|
|
Non-cash items included in net income:
|
|
|
|
|
|
|
|
|
|||
Equity income of subsidiaries
|
(505
|
)
|
|
(542
|
)
|
|
(838
|
)
|
|||
Deferred income tax expense
|
6
|
|
|
113
|
|
|
149
|
|
|||
Amortization of debt issuance costs
|
4
|
|
|
4
|
|
|
5
|
|
|||
Extraordinary item, net of tax
|
—
|
|
|
—
|
|
|
(587
|
)
|
|||
Loss (gain) on indexed debt securities
|
193
|
|
|
71
|
|
|
(35
|
)
|
|||
Changes in working capital:
|
|
|
|
|
|
|
|
|
|||
Accounts receivable/(payable) from subsidiaries, net
|
47
|
|
|
39
|
|
|
73
|
|
|||
Accounts payable
|
5
|
|
|
—
|
|
|
(1
|
)
|
|||
Other current assets
|
—
|
|
|
26
|
|
|
1
|
|
|||
Other current liabilities
|
42
|
|
|
(63
|
)
|
|
50
|
|
|||
Common stock dividends received from subsidiaries
|
766
|
|
|
1,700
|
|
|
10
|
|
|||
Other
|
(70
|
)
|
|
(72
|
)
|
|
(62
|
)
|
|||
Net cash provided by (used in) operating activities
|
799
|
|
|
1,693
|
|
|
122
|
|
|||
Investing Activities:
|
|
|
|
|
|
|
|
|
|||
Decrease (increase) in notes receivable from subsidiaries
|
868
|
|
|
(398
|
)
|
|
123
|
|
|||
Net cash provided by (used in) investing activities
|
868
|
|
|
(398
|
)
|
|
123
|
|
|||
Financing Activities:
|
|
|
|
|
|
|
|
|
|||
Payments on long-term debt
|
(151
|
)
|
|
(375
|
)
|
|
(19
|
)
|
|||
Debt issuance costs
|
(2
|
)
|
|
—
|
|
|
(7
|
)
|
|||
Common stock dividends paid
|
(355
|
)
|
|
(346
|
)
|
|
(337
|
)
|
|||
Proceeds from issuance of common stock, net
|
4
|
|
|
4
|
|
|
6
|
|
|||
Increase (decrease) in notes payable to subsidiaries
|
(1,173
|
)
|
|
(578
|
)
|
|
112
|
|
|||
Redemption of indexed debt securities
|
(8
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
18
|
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
(1,667
|
)
|
|
(1,295
|
)
|
|
(245
|
)
|
|||
Net Decrease in Cash and Cash Equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|||
Cash and Cash Equivalents at Beginning of Year
|
—
|
|
|
—
|
|
|
—
|
|
|||
Cash and Cash Equivalents at End of Year
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Column A
|
|
Column B
|
|
Column C
|
|
Column D
|
|
Column E
|
||||||||||||
|
|
|
|
Additions
|
|
|
|
|
||||||||||||
|
|
Balance at
Beginning
of Period
|
|
Charged
to Income
|
|
Charged to
Other
Accounts
|
|
Deductions
From
Reserves (1)
|
|
Balance at
End of
Period
|
||||||||||
Description
|
|
(in millions)
|
||||||||||||||||||
Year Ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accumulated provisions:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Uncollectible accounts receivable
|
|
$
|
25
|
|
|
$
|
21
|
|
|
$
|
1
|
|
|
$
|
19
|
|
|
$
|
28
|
|
Deferred tax asset valuation allowance
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Year Ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accumulated provisions:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Uncollectible accounts receivable
|
|
$
|
25
|
|
|
$
|
16
|
|
|
$
|
1
|
|
|
$
|
17
|
|
|
$
|
25
|
|
Deferred tax asset valuation allowance
|
|
4
|
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
2
|
|
|||||
Year Ended December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accumulated provisions:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Uncollectible accounts receivable
|
|
$
|
25
|
|
|
$
|
26
|
|
|
$
|
—
|
|
|
$
|
26
|
|
|
$
|
25
|
|
Deferred tax asset valuation allowance
|
|
3
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
4
|
|
(1)
|
Deductions from reserves represent losses or expenses for which the respective reserves were created. In the case of the uncollectible accounts reserve, such deductions are net of recoveries of amounts previously written off.
|
|
CENTERPOINT ENERGY, INC.
|
|
(Registrant)
|
|
|
|
|
|
By:
/s/ Scott M. Prochazka
|
|
Scott M. Prochazka
|
|
President and Chief Executive Officer
|
Signature
|
|
Title
|
/s/ SCOTT M. PROCHAZKA
|
|
President, Chief Executive Officer and
|
Scott M. Prochazka
|
|
Director (Principal Executive Officer and Director)
|
|
|
|
/s/ GARY L. WHITLOCK
|
|
Executive Vice President and Chief
|
Gary L. Whitlock
|
|
Financial Officer (Principal Financial Officer)
|
|
|
|
/s/ WALTER L. FITZGERALD
|
|
Senior Vice President and Chief
|
Walter L. Fitzgerald
|
|
Accounting Officer (Principal Accounting Officer)
|
|
|
|
/s/ MILTON CARROLL
|
|
Executive Chairman of the Board of Directors
|
Milton Carroll
|
|
|
|
|
|
/s/ MICHAEL P. JOHNSON
|
|
Director
|
Michael P. Johnson
|
|
|
|
|
|
/s/ JANIECE M. LONGORIA
|
|
Director
|
Janiece M. Longoria
|
|
|
|
|
|
/s/ SCOTT J. MCLEAN
|
|
Director
|
Scott J. McLean
|
|
|
|
|
|
/s/ SUSAN O. RHENEY
|
|
Director
|
Susan O. Rheney
|
|
|
|
|
|
/s/ R. A. WALKER
|
|
Director
|
R. A. Walker
|
|
|
|
|
|
/s/ PETER S. WAREING
|
|
Director
|
Peter S. Wareing
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Report or Registration Statement
|
|
SEC File or
Registration
Number
|
|
Exhibit
Reference
|
2
|
—
|
Transaction Agreement dated July 21, 2004 among CenterPoint Energy, Utility Holding, LLC, NN Houston Sub, Inc., Texas Genco Holdings, Inc. (Texas Genco), HPC Merger Sub, Inc. and GC Power Acquisition LLC
|
|
CenterPoint Energy’s Form 8-K dated July 21, 2004
|
|
1-31447
|
|
10.1
|
3(a)
|
—
|
Restated Articles of Incorporation of CenterPoint Energy
|
|
CenterPoint Energy’s Form 8-K dated July 24, 2008
|
|
1-31447
|
|
3.2
|
3(b)
|
—
|
Amended and Restated Bylaws of CenterPoint Energy
|
|
CenterPoint Energy's Form 10-K for the year ended December 31, 2010
|
|
1-31447
|
|
3(b)
|
3(c)
|
—
|
Statement of Resolutions Deleting Shares Designated Series A Preferred Stock of CenterPoint Energy
|
|
CenterPoint Energy's Form 10-K for the year ended December 31, 2011
|
|
1-31447
|
|
3(c)
|
4(a)
|
—
|
Form of CenterPoint Energy Stock Certificate
|
|
CenterPoint Energy’s Registration Statement on Form S-4
|
|
333-69502
|
|
4.1
|
4(c)
|
—
|
Contribution and Registration Agreement dated December 18, 2001 among Reliant Energy, CenterPoint Energy and the Northern Trust Company, trustee under the Reliant Energy, Incorporated Master Retirement Trust
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2001
|
|
1-31447
|
|
4.3
|
4(d)(1)
|
—
|
Mortgage and Deed of Trust, dated November 1, 1944 between Houston Lighting and Power Company (HL&P) and Chase Bank of Texas, National Association (formerly, South Texas Commercial National Bank of Houston), as Trustee, as amended and supplemented by 20 Supplemental Indentures thereto
|
|
HL&P’s Form S-7 filed on August 25, 1977
|
|
2-59748
|
|
2(b)
|
4(d)(2)
|
—
|
Twenty-First through Fiftieth Supplemental Indentures to Exhibit 4(d)(1)
|
|
HL&P’s Form 10-K for the year ended December 31, 1989
|
|
1-3187
|
|
4(a)(2)
|
4(d)(3)
|
—
|
Fifty-First Supplemental Indenture to Exhibit 4(d)(1) dated as of March 25, 1991
|
|
HL&P’s Form 10-Q for the quarter ended June 30, 1991
|
|
1-3187
|
|
4(a)
|
4(d)(4)
|
—
|
Fifty-Second through Fifty-Fifth Supplemental Indentures to Exhibit 4(d)(1) each dated as of March 1, 1992
|
|
HL&P’s Form 10-Q for the quarter ended March 31, 1992
|
|
1-3187
|
|
4
|
4(d)(5)
|
—
|
Fifty-Sixth and Fifty-Seventh Supplemental Indentures to Exhibit 4(d)(1) each dated as of October 1, 1992
|
|
HL&P’s Form 10-Q for the quarter ended September 30, 1992
|
|
1-3187
|
|
4
|
4(d)(6)
|
—
|
Fifty-Eighth and Fifty-Ninth Supplemental Indentures to Exhibit 4(d)(1) each dated as of March 1, 1993
|
|
HL&P’s Form 10-Q for the quarter ended March 31, 1993
|
|
1-3187
|
|
4
|
4(d)(7)
|
—
|
Sixtieth Supplemental Indenture to Exhibit 4(d)(1) dated as of July 1, 1993
|
|
HL&P’s Form 10-Q for the quarter ended June 30, 1993
|
|
1-3187
|
|
4
|
4(d)(8)
|
—
|
Sixty-First through Sixty-Third Supplemental Indentures to Exhibit 4(d)(1) each dated as of December 1, 1993
|
|
HL&P’s Form 10-K for the year ended December 31, 1993
|
|
1-3187
|
|
4(a)(8)
|
4(d)(9)
|
—
|
Sixty-Fourth and Sixty-Fifth Supplemental Indentures to Exhibit 4(d)(1) each dated as of July 1, 1995
|
|
HL&P’s Form 10-K for the year ended December 31, 1995
|
|
1-3187
|
|
4(a)(9)
|
4(e)(1)
|
—
|
General Mortgage Indenture, dated as of October 10, 2002, between CenterPoint Energy Houston Electric, LLC and JPMorgan Chase Bank, as Trustee
|
|
CenterPoint Houston’s Form 10-Q for the quarter ended September 30, 2002
|
|
1-3187
|
|
4(j)(1)
|
4(e)(2)
|
—
|
Second Supplemental Indenture to Exhibit 4(e)(1), dated as of October 10, 2002
|
|
CenterPoint Houston’s Form 10- Q for the quarter ended September 30, 2002
|
|
1-3187
|
|
4(j)(3)
|
4(e)(3)
|
—
|
Third Supplemental Indenture to Exhibit 4(e)(1), dated as of October 10, 2002
|
|
CenterPoint Houston’s Form 10-Q for the quarter ended September 30, 2002
|
|
1-3187
|
|
4(j)(4)
|
4(e)(4)
|
—
|
Fourth Supplemental Indenture to Exhibit 4(e)(1), dated as of October 10, 2002
|
|
CenterPoint Houston’s Form 10- Q for the quarter ended September 30, 2002
|
|
1-3187
|
|
4(j)(5)
|
4(e)(5)
|
—
|
Fifth Supplemental Indenture to Exhibit 4(e)(1), dated as of October 10, 2002
|
|
CenterPoint Houston’s Form 10-Q for the quarter ended September 30, 2002
|
|
1-3187
|
|
4(j)(6)
|
4(e)(6)
|
—
|
Sixth Supplemental Indenture to Exhibit 4(e)(1), dated as of October 10, 2002
|
|
CenterPoint Houston’s Form 10-Q for the quarter ended September 30, 2002
|
|
1-3187
|
|
4(j)(7)
|
4(e)(7)
|
—
|
Seventh Supplemental Indenture to Exhibit 4(e)(1), dated as of October 10, 2002
|
|
CenterPoint Houston’s Form 10-Q for the quarter ended September 30, 2002
|
|
1-3187
|
|
4(j)(8)
|
4(e)(8)
|
—
|
Eighth Supplemental Indenture to Exhibit 4(e)(1), dated as of October 10, 2002
|
|
CenterPoint Houston’s Form 10-Q for the quarter ended September 30, 2002
|
|
1-3187
|
|
4(j)(9)
|
4(e)(9)
|
—
|
Officer’s Certificates dated October 10, 2002 setting forth the form, terms and provisions of the First through Eighth Series of General Mortgage Bonds
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2003
|
|
1-31447
|
|
4(e)(10)
|
4(e)(10)
|
—
|
Ninth Supplemental Indenture to Exhibit 4(e)(1), dated as of November 12, 2002
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2002
|
|
1-31447
|
|
4(e)(10)
|
4(e)(11)
|
—
|
Officer’s Certificate dated November 12, 2003 setting forth the form, terms and provisions of the Ninth Series of General Mortgage Bonds
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2003
|
|
1-31447
|
|
4(e)(12)
|
4(e)(12)
|
—
|
Tenth Supplemental Indenture to Exhibit 4(e)(1), dated as of March 18, 2003
|
|
CenterPoint Energy’s Form 8-K dated March 13, 2003
|
|
1-31447
|
|
4.1
|
4(e)(13)
|
—
|
Officer’s Certificate dated March 18, 2003 setting forth the form, terms and provisions of the Tenth Series and Eleventh Series of General Mortgage Bonds
|
|
CenterPoint Energy’s Form 8-K dated March 13, 2003
|
|
1-31447
|
|
4.2
|
4(e)(14)
|
—
|
Eleventh Supplemental Indenture to Exhibit 4(e)(1), dated as of May 23, 2003
|
|
CenterPoint Energy’s Form 8-K dated May 16, 2003
|
|
1-31447
|
|
4.2
|
4(e)(15)
|
—
|
Officer’s Certificate dated May 23, 2003 setting forth the form, terms and provisions of the Twelfth Series of General Mortgage Bonds
|
|
CenterPoint Energy’s Form 8-K dated May 16, 2003
|
|
1-31447
|
|
4.1
|
4(e)(16)
|
—
|
Twelfth Supplemental Indenture to Exhibit 4(e)(1), dated as of September 9, 2003
|
|
CenterPoint Energy’s Form 8-K dated September 9, 2003
|
|
1-31447
|
|
4.2
|
4(e)(17)
|
—
|
Officer’s Certificate dated September 9, 2003 setting forth the form, terms and provisions of the Thirteenth Series of General Mortgage Bonds
|
|
CenterPoint Energy’s Form 8-K dated September 9, 2003
|
|
1-31447
|
|
4.3
|
4(e)(18)
|
—
|
Thirteenth Supplemental Indenture to Exhibit 4(e)(1), dated as of February 6, 2004
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2005
|
|
1-31447
|
|
4(e)(16)
|
4(e)(19)
|
—
|
Officer’s Certificate dated February 6, 2004 setting forth the form, terms and provisions of the Fourteenth Series of General Mortgage Bonds
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2005
|
|
1-31447
|
|
4(e)(17)
|
4(e)(20)
|
—
|
Fourteenth Supplemental Indenture to Exhibit 4(e)(1), dated as of February 11, 2004
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2005
|
|
1-31447
|
|
4(e)(18)
|
4(e)(21)
|
—
|
Officer’s Certificate dated February 11, 2004 setting forth the form, terms and provisions of the Fifteenth Series of General Mortgage Bonds
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2005
|
|
1-31447
|
|
4(e)(19)
|
4(e)(22)
|
—
|
Fifteenth Supplemental Indenture to Exhibit 4(e)(1), dated as of March 31, 2004
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2005
|
|
1-31447
|
|
4(e)(20)
|
4(e)(23)
|
—
|
Officer’s Certificate dated March 31, 2004 setting forth the form, terms and provisions of the Sixteenth Series of General Mortgage Bonds
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2005
|
|
1-31447
|
|
4(e)(21)
|
4(e)(24)
|
—
|
Sixteenth Supplemental Indenture to Exhibit 4(e)(1), dated as of March 31, 2004
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2005
|
|
1-31447
|
|
4(e)(22)
|
4(e)(25)
|
—
|
Officer’s Certificate dated March 31, 2004 setting forth the form, terms and provisions of the Seventeenth Series of General Mortgage Bonds
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2005
|
|
1-31447
|
|
4(e)(23)
|
4(e)(26)
|
—
|
Seventeenth Supplemental Indenture to Exhibit 4(e)(1), dated as of March 31, 2004
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2005
|
|
1-31447
|
|
4(e)(24)
|
4(e)(27)
|
—
|
Officer’s Certificate dated March 31, 2004 setting forth the form, terms and provisions of the Eighteenth Series of General Mortgage Bonds
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2005
|
|
1-31447
|
|
4(e)(25)
|
4(e)(28)
|
—
|
Nineteenth Supplemental Indenture to Exhibit 4(e)(1), dated as of November 26, 2008
|
|
CenterPoint Energy’s Form 8-K dated November 25, 2008
|
|
1-31447
|
|
4.2
|
4(e)(29)
|
—
|
Officer’s Certificate dated November 26, 2008 setting forth the form, terms and provisions of the Twentieth Series of General Mortgage Bonds
|
|
CenterPoint Energy’s Form 8-K dated November 25, 2008
|
|
1-31447
|
|
4.3
|
4(e)(30)
|
—
|
Twentieth Supplemental Indenture to Exhibit 4(e)(1), dated as of December 9, 2008
|
|
CenterPoint Houston’s Form 8-K dated January 6, 2009
|
|
1-3187
|
|
4.2
|
4(e)(31)
|
—
|
Twenty-First Supplemental Indenture to Exhibit 4(e)(1), dated as of January 9, 2009
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2008
|
|
1-31447
|
|
4(e)(31)
|
4(e)(32)
|
—
|
Officer’s Certificate dated January 20, 2009 setting forth the form, terms and provisions of the Twenty-First Series of General Mortgage Bonds
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2008
|
|
1-31447
|
|
4(e)(32)
|
4(e)(33)
|
—
|
Twenty-Second Supplemental Indenture to Exhibit 4(e)(1) dated as of August 10, 2012
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2012
|
|
1-31447
|
|
4(e)(33)
|
4(e)(34)
|
—
|
Officer's Certificate, dated August 10, 2012 setting forth the form, terms and provisions of the Twenty-Second Series of General Mortgage Bonds
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2012
|
|
1-31447
|
|
4(e)(34)
|
4(f)(1)
|
—
|
Indenture, dated as of February 1, 1998, between Reliant Energy Resources Corp. (RERC Corp.) and Chase Bank of Texas, National Association, as Trustee
|
|
CERC Corp.’s Form 8-K dated February 5, 1998
|
|
1-13265
|
|
4.1
|
4(f)(2)
|
—
|
Supplemental Indenture No. 1 to Exhibit 4(f)(1), dated as of February 1, 1998, providing for the issuance of RERC Corp.’s 6 1/2% Debentures due February 1, 2008
|
|
CERC Corp.’s Form 8-K dated November 9, 1998
|
|
1-13265
|
|
4.2
|
4(f)(3)
|
—
|
Supplemental Indenture No. 2 to Exhibit 4(f)(1), dated as of November 1, 1998, providing for the issuance of RERC Corp.’s 6 3/8% Term Enhanced ReMarketable Securities
|
|
CERC Corp.’s Form 8-K dated November 9, 1998
|
|
1-13265
|
|
4.1
|
4(f)(4)
|
—
|
Supplemental Indenture No. 3 to Exhibit 4(f)(1), dated as of July 1, 2000, providing for the issuance of RERC Corp.’s 8.125% Notes due 2005
|
|
CERC Corp.’s Registration Statement on Form S-4
|
|
333-49162
|
|
4.2
|
4(f)(5)
|
—
|
Supplemental Indenture No. 4 to Exhibit 4(f)(1), dated as of February 15, 2001, providing for the issuance of RERC Corp.’s 7.75% Notes due 2011
|
|
CERC Corp.’s Form 8-K dated February 21, 2001
|
|
1-13265
|
|
4.1
|
4(f)(6)
|
—
|
Supplemental Indenture No. 5 to Exhibit 4(f)(1), dated as of March 25, 2003, providing for the issuance of CenterPoint Energy Resources Corp.’s (CERC Corp.’s) 7.875% Senior Notes due 2013
|
|
CenterPoint Energy’s Form 8-K dated March 18, 2003
|
|
1-31447
|
|
4.1
|
4(f)(7)
|
—
|
Supplemental Indenture No. 6 to Exhibit 4(f)(1), dated as of April 14, 2003, providing for the issuance of CERC Corp.’s 7.875% Senior Notes due 2013
|
|
CenterPoint Energy’s Form 8-K dated April 7, 2003
|
|
1-31447
|
|
4.2
|
4(f)(8)
|
—
|
Supplemental Indenture No. 7 to Exhibit 4(f)(1), dated as of November 3, 2003, providing for the issuance of CERC Corp.’s 5.95% Senior Notes due 2014
|
|
CenterPoint Energy’s Form 8-K dated October 29, 2003
|
|
1-31447
|
|
4.2
|
4(f)(9)
|
—
|
Supplemental Indenture No. 8 to Exhibit 4(f)(1), dated as of December 28, 2005, providing for a modification of CERC Corp.’s 6 1/2% Debentures due 2008
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2005
|
|
1-31447
|
|
4(f)(9)
|
4(f)(10)
|
—
|
Supplemental Indenture No. 9 to Exhibit 4(f)(1), dated as of May 18, 2006, providing for the issuance of CERC Corp.’s 6.15% Senior Notes due 2016
|
|
CenterPoint Energy’s Form 10-Q for the quarter ended June 30, 2006
|
|
1-31447
|
|
4.7
|
4(f)(11)
|
—
|
Supplemental Indenture No. 10 to Exhibit 4(f)(1), dated as of February 6, 2007, providing for the issuance of CERC Corp.’s 6.25% Senior Notes due 2037
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2006
|
|
1-31447
|
|
4(f)(11)
|
4(f)(12)
|
—
|
Supplemental Indenture No. 11 to Exhibit 4(f)(1) dated as of October 23, 2007, providing for the issuance of CERC Corp.’s 6.125% Senior Notes due 2017
|
|
CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 2007
|
|
1-31447
|
|
4.8
|
4(f)(13)
|
—
|
Supplemental Indenture No. 12 to Exhibit 4(f)(1) dated as of October 23, 2007, providing for the issuance of CERC Corp.’s 6.625% Senior Notes due 2037
|
|
CenterPoint Energy’s Form 10-Q for the quarter ended June 30, 2008
|
|
1-31447
|
|
4.9
|
4(f)(14)
|
—
|
Supplemental Indenture No. 13 to Exhibit 4(f)(1) dated as of May 15, 2008, providing for the issuance of CERC Corp.’s 6.00% Senior Notes due 2018
|
|
CenterPoint Energy’s Form 10-Q for the quarter ended June 30, 2008
|
|
1-31447
|
|
4.9
|
4(f)(15)
|
—
|
Supplemental Indenture No. 14 to Exhibit 4(f)(1) dated as of January 11, 2011, providing for the issuance of CERC Corp.’s 4.50% Senior Notes due 2021 and 5.85% Senior Notes due 2041
|
|
CenterPoint Energy's Form 10-K for the year ended December 31, 2010
|
|
1-31447
|
|
4(f)(15)
|
4(f)(16)
|
—
|
Supplemental Indenture No. 15 to Exhibit 4(f)(1) dated as of January 20, 2011, providing for the issuance of CERC Corp.’s 4.50% Senior Notes due 2021
|
|
CenterPoint Energy's Form 10-K for the year ended December 31, 2010
|
|
1-31447
|
|
4(f)(16)
|
4(g)(1)
|
—
|
Indenture, dated as of May 19, 2003, between CenterPoint Energy and JPMorgan Chase Bank, as Trustee
|
|
CenterPoint Energy’s Form 8-K dated May 19, 2003
|
|
1-31447
|
|
4.1
|
4(g)(2)
|
—
|
Supplemental Indenture No. 1 to Exhibit 4(g)(1), dated as of May 19, 2003, providing for the issuance of CenterPoint Energy’s 3.75% Convertible Senior Notes due 2023
|
|
CenterPoint Energy’s Form 8-K dated May 19, 2003
|
|
1-31447
|
|
4.2
|
4(g)(3)
|
—
|
Supplemental Indenture No. 2 to Exhibit 4(g)(1), dated as of May 27, 2003, providing for the issuance of CenterPoint Energy’s 5.875% Senior Notes due 2008 and 6.85% Senior Notes due 2015
|
|
CenterPoint Energy’s Form 8-K dated May 19, 2003
|
|
1-31447
|
|
4.3
|
4(g)(4)
|
—
|
Supplemental Indenture No. 3 to Exhibit 4(g)(1), dated as of September 9, 2003, providing for the issuance of CenterPoint Energy’s 7.25% Senior Notes due 2010
|
|
CenterPoint Energy’s Form 8-K dated September 9, 2003
|
|
1-31447
|
|
4.2
|
4(g)(5)
|
—
|
Supplemental Indenture No. 4 to Exhibit 4(g)(1), dated as of December 17, 2003, providing for the issuance of CenterPoint Energy’s 2.875% Convertible Senior Notes due 2024
|
|
CenterPoint Energy’s Form 8-K dated December 10, 2003
|
|
1-31447
|
|
4.2
|
4(g)(6)
|
—
|
Supplemental Indenture No. 5 to Exhibit 4(g)(1), dated as of December 13, 2004, as supplemented by Exhibit 4(g)(5), relating to the issuance of CenterPoint Energy’s 2.875% Convertible Senior Notes due 2024
|
|
CenterPoint Energy’s Form 8-K dated December 9, 2004
|
|
1-31447
|
|
4.1
|
4(g)(7)
|
—
|
Supplemental Indenture No. 6 to Exhibit 4(g)(1), dated as of August 23, 2005, providing for the issuance of CenterPoint Energy’s 3.75% Convertible Senior Notes, Series B due 2023
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2005
|
|
1-31447
|
|
4(g)(7)
|
4(g)(8)
|
—
|
Supplemental Indenture No. 7 to Exhibit 4(g)(1), dated as of February 6, 2007, providing for the issuance of CenterPoint Energy’s 5.95% Senior Notes due 2017
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2006
|
|
1-31447
|
|
4(g)(8)
|
4(g)(9)
|
—
|
Supplemental Indenture No. 8 to Exhibit 4(g)(1), dated as of May 5, 2008, providing for the issuance of CenterPoint Energy’s 6.50% Senior Notes due 2018
|
|
CenterPoint Energy’s Form 10-Q for the quarter ended June 30, 2008
|
|
1-31447
|
|
4.7
|
4(h)(1)
|
—
|
Subordinated Indenture dated as of September 1, 1999
|
|
Reliant Energy’s Form 8-K dated September 1, 1999
|
|
1-3187
|
|
4.1
|
4(h)(2)
|
—
|
Supplemental Indenture No. 1 dated as of September 1, 1999, between Reliant Energy and Chase Bank of Texas (supplementing Exhibit 4(h)(1) and providing for the issuance Reliant Energy’s 2% Zero-Premium Exchangeable Subordinated Notes Due 2029)
|
|
Reliant Energy’s Form 8-K dated September 15, 1999
|
|
1-3187
|
|
4.2
|
4(h)(3)
|
—
|
Supplemental Indenture No. 2 dated as of August 31, 2002, between CenterPoint Energy, Reliant Energy and JPMorgan Chase Bank (supplementing Exhibit 4(h)(1))
|
|
CenterPoint Energy’s Form 8-K12B dated August 31, 2002
|
|
1-31447
|
|
4(e)
|
4(h)(4)
|
—
|
Supplemental Indenture No. 3 dated as of December 28, 2005, between CenterPoint Energy, Reliant Energy and JPMorgan Chase Bank (supplementing Exhibit 4(h)(1))
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2005
|
|
1-31447
|
|
4(h)(4)
|
4(i)(1)
|
—
|
$1,200,000,000 Credit Agreement dated as of September 9, 2011, among CenterPoint Energy, as Borrower, and the banks named therein
|
|
CenterPoint Energy’s Form 8-K dated September 9, 2011
|
|
1-31447
|
|
4.1
|
4(i)(2)
|
—
|
First Amendment to Credit Agreement, dated as of April 11, 2013, among CenterPoint Energy, as Borrower, and the banks named therein
|
|
CenterPoint Energy’s Form 8-K dated April 11, 2013
|
|
1-31447
|
|
4.1
|
4(i)(3)
|
—
|
Second Amendment to Credit Agreement, dated as of September 9, 2013, among CenterPoint Energy, as Borrower, and the banks named therein
|
|
CenterPoint Energy’s Form 8-K dated September 9, 2013
|
|
1-31447
|
|
4.1
|
4(j)(1)
|
—
|
$300,000,000 Credit Agreement dated as of September 9, 2011, among CenterPoint Houston, as Borrower, and the banks named therein
|
|
CenterPoint Energy’s Form 8-K dated September 9, 2011
|
|
1-31447
|
|
4.2
|
4(j)(2)
|
—
|
First Amendment to Credit Agreement, dated as of September 9, 2013, among CenterPoint Houston, as Borrower, and the banks named therein
|
|
CenterPoint Energy’s Form 8-K dated September 9, 2013
|
|
1-31447
|
|
4.2
|
4(k)
|
—
|
$950,000,000 Credit Agreement dated as of September 9, 2011, among CERC Corp., as Borrower, and the banks named therein
|
|
CenterPoint Energy’s Form 8-K dated September 9, 2011
|
|
1-31447
|
|
4.3
|
4(k)(2)
|
—
|
First Amendment to Credit Agreement, dated as of April 11, 2013, among CERC Corp., as Borrower, and the banks named therein
|
|
CenterPoint Energy’s Form 8-K dated April 11, 2013
|
|
1-31447
|
|
4.2
|
4(k)(3)
|
—
|
Second Amendment to Credit Agreement, dated as of September 9, 2013, among CERC Corp., as Borrower, and the banks named therein
|
|
CenterPoint Energy’s Form 8-K dated September 9, 2013
|
|
1-31447
|
|
4.3
|
Exhibit
Number
|
|
Description
|
|
Report or Registration Statement
|
|
SEC File or
Registration
Number
|
|
Exhibit
Reference
|
*10(a)
|
—
|
CenterPoint Energy Executive Benefits Plan, as amended and restated effective June 18, 2003
|
|
CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 2003
|
|
1-31447
|
|
10.4
|
*10(b)(1)
|
—
|
Executive Incentive Compensation Plan of Houston Industries Incorporated (HI) effective as of January 1, 1982
|
|
HI’s Form 10-K for the year ended December 31, 1991
|
|
1-7629
|
|
10(b)
|
*10(b)(2)
|
—
|
First Amendment to Exhibit 10(b)(1) effective as of March 30, 1992
|
|
HI’s Form 10-Q for the quarter ended March 31, 1992
|
|
1-7629
|
|
10(a)
|
*10(b)(3)
|
—
|
Second Amendment to Exhibit 10(b)(1) effective as of November 4, 1992
|
|
HI’s Form 10-K for the year ended December 31, 1992
|
|
1-7629
|
|
10(b)
|
*10(b)(4)
|
—
|
Third Amendment to Exhibit 10(b)(1) effective as of September 7, 1994
|
|
HI’s Form 10-K for the year ended December 31, 1994
|
|
1-7629
|
|
10(b)(4)
|
*10(b)(5)
|
—
|
Fourth Amendment to Exhibit 10(b)(1) effective as of August 6, 1997
|
|
HI’s Form 10-K for the year ended December 31, 1997
|
|
1-3187
|
|
10(b)(5)
|
*10(c)(1)
|
—
|
Executive Incentive Compensation Plan of HI as amended and restated on January 1, 1991
|
|
HI’s Form 10-K for the year ended December 31, 1990
|
|
1-7629
|
|
10(b)
|
*10(c)(2)
|
—
|
First Amendment to Exhibit 10(c)(1) effective as of January 1, 1991
|
|
HI’s Form 10-K for the year ended December 31, 1991
|
|
1-7629
|
|
10(f)(2)
|
*10(c)(3)
|
—
|
Second Amendment to Exhibit 10(c)(1) effective as of March 30, 1992
|
|
HI’s Form 10-Q for the quarter ended March 31, 1992
|
|
1-7629
|
|
10(d)
|
*10(c)(4)
|
—
|
Third Amendment to Exhibit 10(c)(1) effective as of November 4, 1992
|
|
HI’s Form 10-K for the year ended December 31, 1992
|
|
1-7629
|
|
10(f)(4)
|
*10(c)(5)
|
—
|
Fourth Amendment to Exhibit 10(c)(1) effective as of January 1, 1993
|
|
HI’s Form 10-K for the year ended December 31, 1992
|
|
1-7629
|
|
10(f)(5)
|
*10(c)(6)
|
—
|
Fifth Amendment to Exhibit 10(c)(1) effective in part, January 1, 1995, and in part, September 7, 1994
|
|
HI’s Form 10-K for the year ended December 31, 1994
|
|
1-7629
|
|
10(f)(6)
|
*10(c)(7)
|
—
|
Sixth Amendment to Exhibit 10(c)(1) effective as of August 1, 1995
|
|
HI’s Form 10-Q for the quarter ended June 30, 1995
|
|
1-7629
|
|
10(a)
|
*10(c)(8)
|
—
|
Seventh Amendment to Exhibit 10(c)(1) effective as of January 1, 1996
|
|
HI’s Form 10-Q for the quarter ended June 30, 1996
|
|
1-7629
|
|
10(a)
|
*10(c)(9)
|
—
|
Eighth Amendment to Exhibit 10(c)(1) effective as of January 1, 1997
|
|
HI’s Form 10-Q for the quarter ended June 30, 1997
|
|
1-7629
|
|
10(a)
|
*10(c)(10)
|
—
|
Ninth Amendment to Exhibit 10(c)(1) effective in part, January 1, 1997, and in part, January 1, 1998
|
|
HI’s Form 10-K for the year ended December 31, 1997
|
|
1-3187
|
|
10(f)(10)
|
*10(d)
|
—
|
Benefit Restoration Plan of HI effective as of June 1, 1985
|
|
HI’s Form 10-Q for the quarter ended March 31, 1987
|
|
1-7629
|
|
10(c)
|
*10(e)
|
—
|
Benefit Restoration Plan of HI as amended and restated effective as of January 1, 1988
|
|
HI’s Form 10-K for the year ended December 31, 1991
|
|
1-7629
|
|
10(g)(2)
|
*10(f)
|
—
|
CenterPoint Energy, Inc. 1991 Benefit Restoration Plan, as amended and restated effective as of February 25, 2011
|
|
CenterPoint Energy's Form 10-Q for the quarter ended March 31, 2011
|
|
1-31447
|
|
10.3
|
*10(g)(1)
|
—
|
CenterPoint Energy Benefit Restoration Plan, effective as of January 1, 2008
|
|
CenterPoint Energy’s Form 8-K dated December 22, 2008
|
|
1-31447
|
|
10.1
|
*10(g)(2)
|
—
|
First Amendment to Exhibit 10(g)(1), effective as of February 25, 2011
|
|
CenterPoint Energy's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011
|
|
1-31447
|
|
10.4
|
*10(h)(1)
|
—
|
HI 1995 Section 415 Benefit Restoration Plan effective August 1, 1995
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2008
|
|
1-31447
|
|
10(h)(1)
|
*10(h)(2)
|
—
|
First Amendment to Exhibit 10(h)(1) effective as of August 1, 1995
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2008
|
|
1-31447
|
|
10(h)(2)
|
*10(i)
|
—
|
CenterPoint Energy 1985 Deferred Compensation Plan, as amended and restated effective January 1, 2003
|
|
CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 2003
|
|
1-31447
|
|
10.1
|
*10(j)(1)
|
—
|
Reliant Energy 1994 Long- Term Incentive Compensation Plan, as amended and restated effective January 1, 2001
|
|
Reliant Energy’s Form 10-Q for the quarter ended June 30, 2002
|
|
1-3187
|
|
10.6
|
*10(j)(2)
|
—
|
First Amendment to Exhibit 10(j)(1), effective December 1, 2003
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2003
|
|
1-31447
|
|
10(p)(7)
|
*10(j)(3)
|
—
|
Form of Non-Qualified Stock Option Award Notice under Exhibit 10(i)(1)
|
|
CenterPoint Energy’s Form 8-K dated January 25, 2005
|
|
1-31447
|
|
10.6
|
*10(k)(1)
|
—
|
Savings Restoration Plan of HI effective as of January 1, 1991
|
|
HI’s Form 10-K for the year ended December 31, 1990
|
|
1-7629
|
|
10(f)
|
*10(k)(2)
|
—
|
First Amendment to Exhibit 10(k)(1) effective as of January 1, 1992
|
|
HI’s Form 10-K for the year ended December 31, 1991
|
|
1-7629
|
|
10(l)(2)
|
*10(k)(3)
|
—
|
Second Amendment to Exhibit 10(k)(1) effective in part, August 6, 1997, and in part, October 1, 1997
|
|
HI’s Form 10-K for the year ended December 31, 1997
|
|
1-3187
|
|
10(q)(3)
|
*10(l)(1)
|
—
|
Amended and Restated CenterPoint Energy, Inc. 1991 Savings Restoration Plan, effective as of January 1, 2008
|
|
CenterPoint Energy’s Form 8-K dated December 22, 2008
|
|
1-31447
|
|
10.4
|
*10(l)(2)
|
—
|
First Amendment to Exhibit 10(l)(1), effective as of February 25, 2011
|
|
CenterPoint Energy's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011
|
|
1-31447
|
|
10.5
|
*10(m)(1)
|
—
|
CenterPoint Energy Savings Restoration Plan, effective as of January 1, 2008
|
|
CenterPoint Energy’s Form 8-K dated December 22, 2008
|
|
1-31447
|
|
10.3
|
*10(m)(2)
|
—
|
First Amendment to Exhibit 10(m)(1), effective as of February 25, 2011
|
|
CenterPoint Energy's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011
|
|
1-31447
|
|
10.6
|
*10(n)(1)
|
—
|
CenterPoint Energy Outside Director Benefits Plan, as amended and restated effective June 18, 2003
|
|
CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 2003
|
|
1-31447
|
|
10.6
|
*10(n)(2)
|
—
|
First Amendment to Exhibit 10(n)(1) effective as of January 1, 2004
|
|
CenterPoint Energy’s Form 10-Q for the quarter ended June 30, 2004
|
|
1-31447
|
|
10.6
|
*10(n)(3)
|
—
|
CenterPoint Energy Outside Director Benefits Plan, as amended and restated effective December 31, 2008
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2008
|
|
1-31447
|
|
10(n)(3)
|
*10(o)
|
—
|
CenterPoint Energy Executive Life Insurance Plan, as amended and restated effective June 18, 2003
|
|
CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 2003
|
|
1-31447
|
|
10.5
|
*10(p)
|
—
|
Employment and Supplemental Benefits Agreement between HL&P and Hugh Rice Kelly
|
|
HI’s Form 10-Q for the quarter ended March 31, 1987
|
|
1-7629
|
|
10(f)
|
10(q)(1)
|
—
|
Stockholder’s Agreement dated as of July 6, 1995 between Houston Industries Incorporated and Time Warner Inc.
|
|
Schedule 13-D dated July 6, 1995
|
|
5-19351
|
|
2
|
10(q)(2)
|
—
|
Amendment to Exhibit 10(q)(1) dated November 18, 1996
|
|
HI’s Form 10-K for the year ended December 31, 1996
|
|
1-7629
|
|
10(x)(4)
|
*10(r)(1)
|
—
|
Houston Industries Incorporated Executive Deferred Compensation Trust effective as of December 19, 1995
|
|
HI’s Form 10-K for the year ended December 31, 1995
|
|
1-7629
|
|
10(7)
|
*10(r)(2)
|
—
|
First Amendment to Exhibit 10(r)(1) effective as of August 6, 1997
|
|
HI’s Form 10-Q for the quarter ended June 30, 1998
|
|
1-3187
|
|
10
|
†10(s)
|
—
|
Summary of Certain Compensation Arrangements of Milton Carroll, Executive Chairman of the Board of Directors of CenterPoint Energy
|
|
|
|
|
|
|
*10(t)
|
—
|
Reliant Energy, Incorporated and Subsidiaries Common Stock Participation Plan for Designated New Employees and Non-Officer Employees, as amended and restated effective January 1, 2001
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2002
|
|
1-31447
|
|
10(y)(2)
|
*10(u)(1)
|
—
|
Long-Term Incentive Plan of CenterPoint Energy, Inc. (amended and restated effective as of May 1, 2004)
|
|
CenterPoint Energy’s Form 10-Q for the quarter ended June 30, 2004
|
|
1-31447
|
|
10.5
|
*10(u)(2)
|
—
|
First Amendment to Exhibit (u)(1), effective January 1, 2007
|
|
CenterPoint Energy’s Form 10-Q for the quarter ended March 31, 2007
|
|
1-31447
|
|
10.5
|
*10(u)(3)
|
—
|
Form of Non-Qualified Stock Option Award Agreement under Exhibit 10(u)(1)
|
|
CenterPoint Energy’s Form 8-K dated January 25, 2005
|
|
1-31447
|
|
10.1
|
*10(u)(4)
|
—
|
Form of Restricted Stock Award Agreement under Exhibit 10(u)(1)
|
|
CenterPoint Energy’s Form 8-K dated January 25, 2005
|
|
1-31447
|
|
10.2
|
*10(u)(5)
|
—
|
Form of Performance Share Award under Exhibit 10(u)(1)
|
|
CenterPoint Energy’s Form 8-K dated January 25, 2005
|
|
1-31447
|
|
10.3
|
*10(u)(6)
|
—
|
Form of Performance Share Award Agreement for 20XX-20XX Performance Cycle under Exhibit 10(u)(1)
|
|
CenterPoint Energy’s Form 8-K dated February 22, 2006
|
|
1-31447
|
|
10.2
|
*10(u)(7)
|
—
|
Form of Restricted Stock Award Agreement (With Performance Vesting Requirement) under Exhibit 10(u)(1)
|
|
CenterPoint Energy’s Form 8-K dated February 21, 2005
|
|
1-31447
|
|
10.2
|
*10(u)(8)
|
—
|
Form of Stock Award Agreement (With Performance Goal) under Exhibit 10(u)(1)
|
|
CenterPoint Energy’s Form 8-K dated February 22, 2006
|
|
1-31447
|
|
10.3
|
*10(u)(9)
|
—
|
Form of Performance Share Award Agreement for 20XX — 20XX Performance Cycle under Exhibit 10(u)(1)
|
|
CenterPoint Energy’s Form 8-K dated February 21, 2007
|
|
1-31447
|
|
10.1
|
*10(u)(10)
|
—
|
Form of Stock Award Agreement (With Performance Goal) under Exhibit 10(u)(1)
|
|
CenterPoint Energy’s Form 8-K dated February 21, 2007
|
|
1-31447
|
|
10.2
|
*10(u)(11)
|
—
|
Form of Stock Award Agreement (Without Performance Goal) under Exhibit 10(u)(1)
|
|
CenterPoint Energy’s Form 8-K dated February 21, 2007
|
|
1-31447
|
|
10.3
|
*10(u)(12)
|
—
|
Form of Performance Share Award Agreement for 20XX — 20XX Performance Cycle under Exhibit 10(u)(1)
|
|
CenterPoint Energy’s Form 8-K dated February 20, 2008
|
|
1-31447
|
|
10.1
|
*10(u)(13)
|
—
|
Form of Stock Award Agreement (With Performance Goal) under Exhibit 10(u)(1)
|
|
CenterPoint Energy’s Form 8-K dated February 20, 2008
|
|
1-31447
|
|
10.2
|
10(v)(1)
|
—
|
Master Separation Agreement entered into as of December 31, 2000 between Reliant Energy, Incorporated and Reliant Resources, Inc.
|
|
Reliant Energy’s Form 10-Q for the quarter ended March 31, 2001
|
|
1-3187
|
|
10.1
|
10(v)(2)
|
—
|
First Amendment to Exhibit 10(v)(1) effective as of February 1, 2003
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2002
|
|
1-31447
|
|
10(bb)(5)
|
10(v)(3)
|
—
|
Employee Matters Agreement, entered into as of December 31, 2000, between Reliant Energy, Incorporated and Reliant Resources, Inc.
|
|
Reliant Energy’s Form 10-Q for the quarter ended March 31, 2001
|
|
1-3187
|
|
10.5
|
10(v)(4)
|
—
|
Retail Agreement, entered into as of December 31, 2000, between Reliant Energy, Incorporated and Reliant Resources, Inc.
|
|
Reliant Energy’s Form 10-Q for the quarter ended March 31, 2001
|
|
1-3187
|
|
10.6
|
10(v)(5)
|
—
|
Tax Allocation Agreement, entered into as of December 31, 2000, between Reliant Energy, Incorporated and Reliant Resources, Inc.
|
|
Reliant Energy’s Form 10-Q for the quarter ended March 31, 2001
|
|
1-3187
|
|
10.8
|
10(w)(1)
|
—
|
Separation Agreement entered into as of August 31, 2002 between CenterPoint Energy and Texas Genco
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2002
|
|
1-31447
|
|
10(cc)(1)
|
10(w)(2)
|
—
|
Transition Services Agreement, dated as of August 31, 2002, between CenterPoint Energy and Texas Genco
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2002
|
|
1-31447
|
|
10(cc)(2)
|
10(w)(3)
|
—
|
Tax Allocation Agreement, dated as of August 31, 2002, between CenterPoint Energy and Texas Genco
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2002
|
|
1-31447
|
|
10(cc)(3)
|
*10(x)
|
—
|
Retention Agreement effective October 15, 2001 between Reliant Energy and David G. Tees
|
|
Reliant Energy’s Form 10-K for the year ended December 31, 2001
|
|
1-3187
|
|
10(jj)
|
*10(y)
|
—
|
Retention Agreement effective October 15, 2001 between Reliant Energy and Michael A. Reed
|
|
Reliant Energy’s Form 10-K for the year ended December 31, 2001
|
|
1-3187
|
|
10(kk)
|
*10(z)
|
—
|
Non-Qualified Unfunded Executive Supplemental Income Retirement Plan of Arkla, Inc. effective as of August 1, 1983
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2002
|
|
1-31447
|
|
10(gg)
|
*10(aa)(1)
|
—
|
Deferred Compensation Plan for Directors of Arkla, Inc. effective as of November 10, 1988
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2002
|
|
1-31447
|
|
10(hh)(1)
|
*10(aa)(2)
|
—
|
First Amendment to Exhibit 10(aa)(1) effective as of August 6, 1997
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2002
|
|
1-31447
|
|
10(hh)(2)
|
*10(bb)(1)
|
—
|
CenterPoint Energy, Inc. Deferred Compensation Plan, as amended and restated effective January 1, 2003
|
|
CenterPoint Energy’s Form 10-Q for the quarter ended June 30, 2003
|
|
1-31447
|
|
10.2
|
*10(bb)(2)
|
—
|
First Amendment to Exhibit 10(bb)(1) effective as of January 1, 2008
|
|
CenterPoint Energy’s Form 8-K dated February 20, 2008
|
|
1-31447
|
|
10.4
|
*10(bb)(3)
|
—
|
CenterPoint Energy 2005 Deferred Compensation Plan, effective January 1, 2008
|
|
CenterPoint Energy’s Form 8-K dated February 20, 2008
|
|
1-31447
|
|
10.3
|
*10(bb)(4)
|
—
|
Amended and Restated CenterPoint Energy 2005 Deferred Compensation Plan, effective January 1, 2009
|
|
CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 2008
|
|
1-31447
|
|
10.1
|
*10(cc)(1)
|
—
|
CenterPoint Energy Short Term Incentive Plan, as amended and restated effective January 1, 2003
|
|
CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 2003
|
|
1-31447
|
|
10.3
|
*10(cc)(2)
|
—
|
Second Amendment to Exhibit 10(cc)(1)
|
|
CenterPoint Energy’s Form 8-K dated December 10, 2009
|
|
1-31447
|
|
10.1
|
*10(dd)(1)
|
—
|
CenterPoint Energy Stock Plan for Outside Directors, as amended and restated effective May 7, 2003
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2003
|
|
1-31447
|
|
10(ll)
|
*10(dd)(2)
|
—
|
First Amendment to Exhibit 10(dd)(1)
|
|
CenterPoint Energy’s Form 10-Q for the quarter ended March 31, 2010
|
|
1-31447
|
|
10.2
|
*10(dd)(3)
|
—
|
Second Amendment to Exhibit 10(dd)(1)
|
|
CenterPoint Energy's Registration Statement on Form S-8
|
|
333-173660
|
|
4.6
|
10(ee)
|
—
|
City of Houston Franchise Ordinance
|
|
CenterPoint Energy’s Form 10-Q for the quarter ended June 30, 2005
|
|
1-31447
|
|
10.1
|
10(ff)
|
—
|
Letter Agreement dated March 16, 2006 between CenterPoint Energy and John T. Cater
|
|
CenterPoint Energy’s Form 10-Q for the quarter ended March 30, 2006
|
|
1-31447
|
|
10
|
10(gg)(1)
|
—
|
Amended and Restated HL&P Executive Incentive Compensation Plan effective as of January 1, 1985
|
|
CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 2008
|
|
1-31447
|
|
10.2
|
10(gg)(2)
|
—
|
First Amendment to Exhibit 10(gg)(1) effective as of January 1, 2008
|
|
CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 2008
|
|
1-31447
|
|
10.3
|
*10(hh)(1)
|
—
|
Executive Benefits Agreement by and between HL&P and Thomas R. Standish effective August 20, 1993
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2008
|
|
1-31447
|
|
10(hh)(1)
|
*10(hh)(2)
|
—
|
First Amendment to Exhibit 10(hh)(1) effective as of December 31, 2008
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2008
|
|
1-31447
|
|
10(hh)(2)
|
*10(ii)(1)
|
—
|
Executive Benefits Agreement by and between HL&P and David M. McClanahan effective August 24, 1993
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2008
|
|
1-31447
|
|
10(ii)(1)
|
*10(ii)(2)
|
—
|
First Amendment to Exhibit 10(ii)(1) effective as of December 31, 2008
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2008
|
|
1-31447
|
|
10(ii)(2)
|
*10(jj)(1)
|
—
|
Executive Benefits Agreement by and between HL&P and Joseph B. McGoldrick effective August 30, 1993
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2008
|
|
1-31447
|
|
10(jj)(1)
|
*10(jj)(2)
|
—
|
First Amendment to Exhibit 10(jj)(1) effective as of December 31, 2008
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2008
|
|
1-31447
|
|
10(jj)(2)
|
*10(kk)(1)
|
—
|
CenterPoint Energy, Inc. 2009 Long Term Incentive Plan
|
|
CenterPoint Energy’s Schedule 14A dated March 13, 2009
|
|
1-31447
|
|
A
|
*10(kk)(2)
|
—
|
Form of Qualified Performance Award Agreement for 20XX — 20XX Performance Cycle under Exhibit 10(kk)(1)
|
|
CenterPoint Energy’s Form 8-K dated February 28, 2012
|
|
1-31447
|
|
10.1
|
*10(kk)(3)
|
—
|
Form of Restricted Stock Unit Award Agreement (With Performance Goal) under Exhibit 10(kk)(1)
|
|
CenterPoint Energy’s Form 8-K dated February 28, 2012
|
|
1-31447
|
|
10.2
|
*10(kk)(4)
|
—
|
Form of Restricted Stock Unit Award Agreement (Service-Based Vesting) under Exhibit 10(kk)(1)
|
|
CenterPoint Energy’s Form 8-K dated February 28, 2012
|
|
1-31447
|
|
10.3
|
†10(ll)
|
—
|
Summary of non-employee director compensation
|
|
|
|
|
|
|
†10(mm)
|
—
|
Summary of named executive officer compensation
|
|
|
|
|
|
|
10(nn)
|
—
|
Form of Executive Officer Change in Control Agreement
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2008
|
|
1-31447
|
|
10(nn)
|
10(oo)
|
—
|
Form of Corporate Officer Change in Control Agreement
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2008
|
|
1-31447
|
|
10(oo)
|
10(pp)
|
|
Master Formation Agreement, dated as of March 14, 2013, among CenterPoint Energy, OGE, Bronco Midstream Holdings, LLC and Bronco Midstream Holdings II, LLC
|
|
CenterPoint Energy’s Form 8-K dated March 14, 2013
|
|
1-31447
|
|
2.1
|
10(qq)
|
|
Commitment Letter dated March 14, 2013 by and among CenterPoint Energy, Enogex LLC, Citigroup Global Markets Inc., UBS Loan Finance LLC and UBS Securities LLC relating to a $1,050,000,000 3-year unsecured term loan facility
|
|
CenterPoint Energy’s Form 8-K dated March 14, 2013
|
|
1-31447
|
|
10.1
|
10(rr)
|
|
Commitment Letter dated March 14, 2013 by and among CenterPoint Energy, Inc., Enogex LLC, Citigroup Global Markets Inc., UBS Loan Finance LLC and UBS Securities LLC relating to a $1,400,000,000 5-year unsecured revolving credit facility
|
|
CenterPoint Energy’s Form 8-K dated March 14, 2013
|
|
1-31447
|
|
10.2
|
10(ss)
|
|
First Amended and Restated Agreement of Limited Partnership of CEFS dated as of May 1, 2013
|
|
CenterPoint Energy’s Form 8-K dated May 1, 2013
|
|
1-31447
|
|
10.1
|
10(tt)
|
|
First Amendment to the First Amended and Restated Agreement of Limited Partnership of CEFS dated as of July 30, 2013
|
|
CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 2013
|
|
1-31447
|
|
10.1
|
10(uu)
|
|
Amended and Restated Limited Liability Company Agreement of CNP OGE GP LLC dated as of May 1, 2013
|
|
CenterPoint Energy’s Form 8-K dated May 1, 2013
|
|
1-31447
|
|
10.2
|
10(vv)
|
|
Second Amended and Restated Limited Liability Company Agreement of Enable GP, LLC dated as of July 30, 2013
|
|
CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 2013
|
|
1-31447
|
|
10.2
|
10(ww)
|
|
Registration Rights Agreement dated as of May 1, 2013 by and among CEFS, CERC Corp., OGE Enogex Holdings LLC, and Enogex Holdings LLC
|
|
CenterPoint Energy’s Form 8-K dated May 1, 2013
|
|
1-31447
|
|
10.3
|
10(xx)
|
|
Omnibus Agreement dated as of May 1, 2013 among CenterPoint Energy, OGE, Enogex Holdings LLC and CEFS
|
|
CenterPoint Energy’s Form 8-K dated May 1, 2013
|
|
1-31447
|
|
10.4
|
10(yy)
|
|
Agreement, dated June 26, 2013, by and between CERC Corp. and C. Gregory Harper
|
|
CenterPoint Energy’s Form 10-Q for the quarter ended June 30, 2013
|
|
1-31447
|
|
10.6
|
†10(zz)
|
|
Omnibus Amendment to CenterPoint Energy, Inc. Benefit Plans, dated May 23, 2013
|
|
|
|
|
|
|
†12
|
—
|
Computation of Ratio of Earnings to Fixed Charges
|
|
|
|
|
|
|
†21
|
—
|
Subsidiaries of CenterPoint Energy
|
|
|
|
|
|
|
†23.1
|
—
|
Consent of Deloitte & Touche LLP
|
|
|
|
|
|
|
†23.2
|
—
|
Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm of Enable Midstream Partners, LP
|
|
|
|
|
|
|
†31.1
|
—
|
Rule 13a-14(a)/15d-14(a) Certification of Scott M. Prochazka
|
|
|
|
|
|
|
†31.2
|
—
|
Rule 13a-14(a)/15d-14(a) Certification of Gary L. Whitlock
|
|
|
|
|
|
|
†32.1
|
—
|
Section 1350 Certification of Scott M. Prochazka
|
|
|
|
|
|
|
†32.2
|
—
|
Section 1350 Certification of Gary L. Whitlock
|
|
|
|
|
|
|
99.1
|
—
|
$1,050,000,000 Credit Agreement, dated as of May 1, 2013, among CEFS, as Borrower, and the banks named therein
|
|
CenterPoint Energy’s Form 8-K dated May 1, 2013
|
|
1-31447
|
|
99.1
|
99.2
|
—
|
$1,400,000,000 Credit Agreement, dated as of May 1, 2013, among CEFS as Borrower, and the banks named therein
|
|
CenterPoint Energy’s Form 8-K dated May 1, 2013
|
|
1-31447
|
|
99.2
|
†99.3
|
—
|
First Amendment and Waiver to Revolving Credit Agreement dated as of January 23, 2014 by and among Enable Midstream Partners, LP, the lenders party thereto and Citibank, N.A., as agent
|
|
|
|
|
|
|
†99.4
|
—
|
First Amendment and Waiver to Term Loan Agreement dated as of January 23, 2014 by and among Enable Midstream Partners, LP, the lenders party thereto and Citibank, N.A., as agent
|
|
|
|
|
|
|
†99.5
|
—
|
Financial Statements of Enable Midstream Partners, LP as of December 31, 2013 and 2012 and for the years ended December 31, 2013, 2012 and 2011
|
|
|
|
|
|
|
†101.INS
|
—
|
XBRL Instance Document
|
|
|
|
|
|
|
†101.SCH
|
—
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
†101.CAL
|
—
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
†101.DEF
|
—
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
†101.LAB
|
—
|
XBRL Taxonomy Extension Labels Linkbase Document
|
|
|
|
|
|
|
†101.PRE
|
—
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
•
|
An annual salary of $450,000 commencing June 1, 2013 and continuing thereafter until the earlier of May 31, 2016 or the termination of Mr. Carroll’s service as Executive Chairman of the Board and payable on a monthly or semi-monthly basis; and
|
•
|
An annual award of 30,000 shares of common stock to be made during the period commencing on June 1, 2013 and continuing until the earlier of May 31, 2016 or the termination of Mr. Carroll’s service as Executive Chairman of the Board, with each such award payable on June 1, 2013, June 1, 2014 and June 1, 2015, respectively.
|
•
|
Mr. Carroll’s annual base salary was increased to $600,000 effective as of January 1, 2014 and continuing thereafter until the termination of Mr. Carroll’s service as Executive Chairman of the Board or as otherwise modified by the Board;
|
•
|
Mr. Carroll was granted an award of 30,000 shares of common stock to be payable on June 1, 2016 contingent on his continued service as Chairman on that date; and
|
•
|
Mr. Carroll will receive a 2014 long term incentive compensation award under the Company’s long term incentive plan that will be allocated between performance shares and stock awards on the same basis as 2014 awards to be made to other executive officers, with an incentive compensation target for Mr. Carroll equal to 200% of base salary.
|
•
|
Supplemental annual retainer of $15,000 for serving as a chairman of the Audit Committee or Compensation Committee; and
|
Name and Position
|
|
Base Salary
|
||
Scott M. Prochazka
President and Chief Executive Officer
|
|
$
|
900,000
|
|
Gary L. Whitlock
Executive Vice President
and Chief Financial Officer
|
|
$
|
600,000
|
|
Scott E. Rozzell
Executive Vice President, General
Counsel and Corporate Secretary
|
|
$
|
530,000
|
|
Thomas R. Standish
Executive Vice President
|
|
$
|
512,000
|
|
|
CENTERPOINT ENERGY, INC.
|
|
|
|
|
|
By:
|
/s/ David M. McClanahan
|
|
Name:
|
David M. McClanahan
|
|
Title:
|
President and Chief Executive Officer
|
|
2013 (1)
|
|
2012 (1)
|
|
2011 (1)
|
|
2010 (1)
|
|
2009 (1)
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before extraordinary item
|
$
|
311
|
|
|
$
|
417
|
|
|
$
|
770
|
|
|
$
|
442
|
|
|
$
|
372
|
|
Equity in earnings of unconsolidated affiliates, net of distributions
|
(58
|
)
|
|
8
|
|
|
8
|
|
|
13
|
|
|
(3
|
)
|
|||||
Income taxes
|
470
|
|
|
341
|
|
|
404
|
|
|
263
|
|
|
176
|
|
|||||
Capitalized interest
|
(11
|
)
|
|
(9
|
)
|
|
(4
|
)
|
|
(9
|
)
|
|
(4
|
)
|
|||||
|
712
|
|
|
757
|
|
|
1,178
|
|
|
709
|
|
|
541
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges, as defined:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest
|
484
|
|
|
569
|
|
|
583
|
|
|
621
|
|
|
644
|
|
|||||
Capitalized interest
|
11
|
|
|
9
|
|
|
4
|
|
|
9
|
|
|
4
|
|
|||||
Interest component of rentals charged to operating expense
|
7
|
|
|
9
|
|
|
14
|
|
|
26
|
|
|
12
|
|
|||||
Total fixed charges
|
502
|
|
|
587
|
|
|
601
|
|
|
656
|
|
|
660
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings, as defined
|
$
|
1,214
|
|
|
$
|
1,344
|
|
|
$
|
1,779
|
|
|
$
|
1,365
|
|
|
$
|
1,201
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
2.42
|
|
|
2.29
|
|
|
2.96
|
|
|
2.08
|
|
|
1.82
|
|
(1)
|
Excluded from the computation of fixed charges for the years ended December 31, 2013, 2012, 2011, 2010, and 2009 is interest income of $6 million, interest income of $11 million, interest income of $12 million, interest expense of $9 million and interest income of $3million respectively, which is included in income tax expense.
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Scott M. Prochazka
|
|
Scott M. Prochazka
|
|
President and Chief Executive Officer
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Gary L. Whitlock
|
|
Gary L. Whitlock
|
|
Executive Vice President and Chief Financial Officer
|
/s/ Scott M. Prochazka
|
|
Scott M. Prochazka
|
|
President and Chief Executive Officer
|
|
February 26, 2014
|
|
/s/ Gary L. Whitlock
|
|
Gary L. Whitlock
|
|
Executive Vice President and Chief Financial Officer
|
|
February 26, 2014
|
|
|
BORROWER:
|
|
|
|
|
|
ENABLE MIDSTREAM PARTNERS, LP,
as the
|
|
|
Borrower
|
|
|
|
|
|
By: Enable GP, LLC, its General Partner
|
|
|
|
|
|
By:
|
/s/ E. Keith Mitchell
|
|
Name:
|
E. Keith Mitchell
|
|
Title:
|
Chief Operating Officer
|
|
|
|
|
AGENT:
|
|
|
|
|
|
CITIBANK, N.A.,
as Agent
|
|
|
|
|
|
|
|
|
By:
|
/s/ Maureen P. Maroney
|
|
Name:
|
Maureen P. Maroney
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
BANK OF AMERICA, N.A.
|
|
|
|
|
|
|
|
|
By:
|
/s/ William Merritt
|
|
Name:
|
William Merritt
|
|
Title:
|
VP
|
|
|
|
|
Barclays Bank PLC
|
|
|
|
|
|
|
|
|
By:
|
/s/ May Huang
|
|
Name:
|
May Huang
|
|
Title:
|
Assistant Vice President
|
|
|
|
|
BOKF, NA dba BANK OF OKLAHOMA
|
|
|
|
|
|
|
|
|
By:
|
/s/ Laura Christofferson
|
|
Name:
|
Laura Christofferson
|
|
Title:
|
Senior Vice President
|
|
|
|
|
LENDERS:
|
|
|
|
|
|
CITIBANK, N.A.,
as Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/ Maureen P. Maroney
|
|
Name:
|
Maureen P. Maroney
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
Compass Bank
|
|
|
|
|
|
|
|
|
By:
|
/s/ Payton K. Swope
|
|
Name:
|
Payton K. Swope
|
|
Title:
|
Executive Vice President
|
|
|
|
|
CREDIT SUISSE AG, CAYMAN ISLANDS
|
|
|
BRANCH
|
|
|
|
|
|
By:
|
/s/ Christopher Day
|
|
Name:
|
Christopher Day
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
By:
|
/s/ Samuel Miller
|
|
Name:
|
Samuel Miller
|
|
Title:
|
Authorized Signatory
|
|
DEUTSCHE BANK AG NEW YORK BRANCH
|
|
|
|
|
|
|
|
|
By:
|
/s/ Ming K. Chu
|
|
Name:
|
Ming K. Chu
|
|
Title:
|
Vice President
|
|
|
|
|
By:
|
/s/ Virgina Cosenza
|
|
Name:
|
Virgina Cosenza
|
|
Title:
|
Vice President
|
|
GOLDMAN SACHS BANK USA
|
|
|
|
|
|
|
|
|
By:
|
/s/ Ashwin Ramakrishna
|
|
Name:
|
Ashwin Ramakrishna
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
JPMORGAN CHASE BANK, N.A.,
|
|
|
|
|
|
|
|
|
By:
|
/s/ Bridget Killackey
|
|
Name:
|
Bridget Killackey
|
|
Title:
|
Vice President
|
|
|
|
|
KEYBANK NATIONAL ASSOCIATION
|
|
|
|
|
|
|
|
|
By:
|
/s/ Keven D Smith
|
|
Name:
|
Keven D Smith
|
|
Title:
|
Senior Vice President
|
|
|
|
|
MIZUHO BANK, LTD.
|
|
|
|
|
|
|
|
|
By:
|
/s/ Leon Mo
|
|
Name:
|
Leon Mo
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
MORGAN STANLEY BANK, N.A.
|
|
|
|
|
|
|
|
|
By:
|
/s/ John Durland
|
|
Name:
|
John Durland
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
PNC BANK, NATIONAL BANK
|
|
|
|
|
|
|
|
|
By:
|
/s/ John Berry
|
|
Name:
|
John Berry
|
|
Title:
|
Vice President
|
|
|
|
|
ROYAL BANK OF CANADA
|
|
|
|
|
|
|
|
|
By:
|
/s/ Frank Lambrinos
|
|
Name:
|
Frank Lambrinos
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
SunTrust Bank
|
|
|
|
|
|
|
|
|
By:
|
/s/ Andrew Johnson
|
|
Name:
|
Andrew Johnson
|
|
Title:
|
Director
|
|
|
|
|
The Bank of New York Mellon
|
|
|
|
|
|
|
|
|
By:
|
/s/ Hussam S. Alsahlani
|
|
Name:
|
Hussam S. Alsahlani
|
|
Title:
|
Vice President
|
|
|
|
|
THE BANK OF TOKYO-MITSUBISHI UFJ,
|
|
|
LTD.
|
|
|
|
|
|
By:
|
/s/ Mark Oberreuter
|
|
Name:
|
Mark Oberreuter
|
|
Title:
|
Vice President
|
|
|
|
|
THE ROYAL BANK OF SCOTLAND PLC
|
|
|
|
|
|
|
|
|
By:
|
/s/ Emily Freedman
|
|
Name:
|
Emily Freedman
|
|
Title:
|
Vice President
|
|
|
|
|
UBS Loan Finance LLC
|
|
|
|
|
|
|
|
|
By:
|
/s/ Lana Gifas
|
|
Name:
|
Lana Gifas
|
|
Title:
|
Director
|
|
|
|
|
By:
|
/s/ Jennifer Anderson
|
|
Name:
|
Jennifer Anderson
|
|
Title:
|
Associate Director
|
|
U.S. BANK NATIONAL ASSOCIATION,
as a
|
|
|
lender
|
|
|
|
|
|
By:
|
/s/ James O’Shaughnessy
|
|
Name:
|
James O’Shaughnessy
|
|
Title:
|
Vice President
|
|
|
|
|
Wells Fargo Bank, N.A.
|
|
|
|
|
|
|
|
|
By:
|
/s/ Gabriela Ramirez
|
|
Name:
|
Gabriela Ramirez
|
|
Title:
|
Assistant Vice President
|
|
|
|
|
BORROWER:
|
|
|
|
|
|
ENABLE MIDSTREAM PARTNERS, LP,
as the
|
|
|
Borrower
|
|
|
|
|
|
By: Enable GP, LLC, its General Partner
|
|
|
|
|
|
By:
|
/s/ E. Keith Mitchell
|
|
Name:
|
E. Keith Mitchell
|
|
Title:
|
Chief Operating Officer
|
|
|
|
|
AGENT:
|
|
|
|
|
|
CITIBANK, N.A.,
as Agent
|
|
|
|
|
|
|
|
|
By:
|
/s/ Maureen P. Maroney
|
|
Name:
|
Maureen P. Maroney
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
BANK OF AMERICA, N.A.
|
|
|
|
|
|
|
|
|
By:
|
/s/ William Merritt
|
|
Name:
|
William Merritt
|
|
Title:
|
VP
|
|
|
|
|
BOKF, NA dba BANK OF OKLAHOMA
|
|
|
|
|
|
|
|
|
By:
|
/s/ Laura Christofferson
|
|
Name:
|
Laura Christofferson
|
|
Title:
|
Senior Vice President
|
|
|
|
|
LENDERS:
|
|
|
|
|
|
CITIBANK, N.A.,
as Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/ Maureen P. Maroney
|
|
Name:
|
Maureen P. Maroney
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
Compass Bank
|
|
|
|
|
|
|
|
|
By:
|
/s/ Payton K. Swope
|
|
Name:
|
Payton K. Swope
|
|
Title:
|
Executive Vice President
|
|
|
|
|
DEUTSCHE BANK AG NEW YORK BRANCH
|
|
|
|
|
|
|
|
|
By:
|
/s/ Ming K. Chu
|
|
Name:
|
Ming K. Chu
|
|
Title:
|
Vice President
|
|
|
|
|
By:
|
/s/ Virgina Cosenza
|
|
Name:
|
Virgina Cosenza
|
|
Title:
|
Vice President
|
|
GOLDMAN SACHS BANK USA
|
|
|
|
|
|
|
|
|
By:
|
/s/ Ashwin Ramakrishna
|
|
Name:
|
Ashwin Ramakrishna
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
Industrial and Commercial Bank of China
|
|
|
Limited. New York Branch
|
|
|
|
|
|
By:
|
/s/ Mr. Qing Hong
|
|
Name:
|
Mr. Qing Hong
|
|
Title:
|
Deputy General Manager
|
|
|
|
|
JPMORGAN CHASE BANK, N.A.,
|
|
|
|
|
|
|
|
|
By:
|
/s/ Bridget Killackey
|
|
Name:
|
Bridget Killackey
|
|
Title:
|
Vice President
|
|
|
|
|
KEYBANK NATIONAL ASSOCIATION
|
|
|
|
|
|
|
|
|
By:
|
/s/ Keven D Smith
|
|
Name:
|
Keven D Smith
|
|
Title:
|
Senior Vice President
|
|
|
|
|
MIZUHO BANK (USA)
|
|
|
|
|
|
|
|
|
By:
|
/s/ Leon Mo
|
|
Name:
|
Leon Mo
|
|
Title:
|
Senior Vice President
|
|
|
|
|
PNC BANK, NATIONAL ASSOCIATION
|
|
|
|
|
|
|
|
|
By:
|
/s/ John Berry
|
|
Name:
|
John Berry
|
|
Title:
|
Vice President
|
|
|
|
|
ROYAL BANK OF CANADA
|
|
|
|
|
|
|
|
|
By:
|
/s/ Frank Lambrinos
|
|
Name:
|
Frank Lambrinos
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
SunTrust Bank
|
|
|
|
|
|
|
|
|
By:
|
/s/ Andrew Johnson
|
|
Name:
|
Andrew Johnson
|
|
Title:
|
Director
|
|
|
|
|
The Bank of New York Mellon
|
|
|
|
|
|
|
|
|
By:
|
/s/ Hussam S. Alsahlani
|
|
Name:
|
Hussam S. Alsahlani
|
|
Title:
|
Vice President
|
|
|
|
|
THE BANK OF TOKYO-MITSUBISHI UFJ,
|
|
|
LTD.
|
|
|
|
|
|
By:
|
/s/ Mark Oberreuter
|
|
Name:
|
Mark Oberreuter
|
|
Title:
|
Vice President
|
|
|
|
|
THE ROYAL BANK OF SCOTLAND
|
|
|
FINANCE (IRELAND)
|
|
|
|
|
|
By:
|
/s/ Len O’Connell
|
|
Name:
|
Len O’Connell
|
|
Title:
|
Director
|
|
|
|
|
By:
|
/s/ Paul Mitchell
|
|
Name:
|
Paul Mitchell
|
|
Title:
|
Director
|
|
U.S. BANK NATIONAL ASSOCIATION,
as a
|
|
|
lender
|
|
|
|
|
|
By:
|
/s/ James O’Shaughnessy
|
|
Name:
|
James O’Shaughnessy
|
|
Title:
|
Vice President
|
|
|
|
|
Wells Fargo Bank, N.A.
|
|
|
|
|
|
|
|
|
By:
|
/s/ Gabriela Ramirez
|
|
Name:
|
Gabriela Ramirez
|
|
Title:
|
Assistant Vice President
|
|
|
|
|
WOODFOREST NATIONAL BANK
|
|
|
|
|
|
|
|
|
By:
|
/s/ Stephen J. Andersen
|
|
Name:
|
Stephen J. Andersen
|
|
Title:
|
Senior Vice President
|
|
|
|
/s/ Deloitte & Touche LLP
|
|
Houston, Texas
|
February 21, 2014
|
|
Year Ended December 31,
|
|||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|||||||||||
(In millions)
|
||||||||||||||||
Revenues (including revenues from affiliates (Note 11))
|
|
$
|
2,489
|
|
|
$
|
952
|
|
|
$
|
932
|
|
||||
Cost of Goods Sold, excluding depreciation and amortization (including expenses from affiliates (Note 11))
|
|
1,313
|
|
|
129
|
|
|
101
|
|
|||||||
Operating Expenses:
|
|
|
|
|
|
|
||||||||||
Operation and maintenance
(
including expenses from affiliates (Note 11))
|
|
429
|
|
|
267
|
|
|
263
|
|
|||||||
Depreciation and amortization
|
|
212
|
|
|
106
|
|
|
91
|
|
|||||||
Impairment
|
|
12
|
|
|
—
|
|
|
—
|
|
|||||||
Taxes other than income taxes
|
|
54
|
|
|
34
|
|
|
37
|
|
|||||||
Total Operating Expenses
|
|
707
|
|
|
407
|
|
|
|
391
|
|
||||||
Operating Income
|
|
469
|
|
|
416
|
|
|
440
|
|
|||||||
Other Income (Expense):
|
|
|
|
|
|
|
||||||||||
Interest expense (including expenses from affiliates (Note 11))
|
|
(67
|
)
|
|
|
(85
|
)
|
|
(90
|
)
|
||||||
Equity in earnings of equity method affiliates
|
|
15
|
|
|
|
31
|
|
|
31
|
|
||||||
Interest income—affiliated companies
|
|
9
|
|
|
|
21
|
|
|
14
|
|
||||||
Step acquisition gain
|
|
—
|
|
|
|
136
|
|
|
—
|
|
||||||
Total
|
|
(43
|
)
|
|
|
103
|
|
|
(45
|
)
|
||||||
Income Before Income Taxes
|
|
426
|
|
|
|
519
|
|
|
395
|
|
||||||
Income tax expense (benefit)
|
|
(1,192
|
)
|
|
|
203
|
|
|
163
|
|
||||||
Net Income
|
|
$
|
1,618
|
|
|
|
$
|
316
|
|
|
$
|
232
|
|
|||
Less: Net income attributable to noncontrolling interest
|
|
3
|
|
|
|
—
|
|
|
—
|
|
||||||
Net Income attributable to Enable Midstream Partners, LP
|
|
$
|
1,615
|
|
|
|
$
|
316
|
|
|
$
|
232
|
|
|||
Limited partners’ interest in net income attributable to Enable Midstream Partners, LP (Note 1)
|
|
|
$
|
289
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
Number of outstanding limited partner units
|
|
|
499
|
|
|
|
—
|
|
|
|
—
|
|
||||
Basic and diluted earnings per limited partner unit
|
|
|
$
|
0.58
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In millions)
|
||||||||||
Net Income
|
$
|
1,618
|
|
|
$
|
316
|
|
|
$
|
232
|
|
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|||
Comprehensive income
|
$
|
1,618
|
|
|
$
|
316
|
|
|
$
|
232
|
|
Less: Comprehensive income attributable to noncontrolling interest
|
3
|
|
|
—
|
|
|
—
|
|
|||
Comprehensive income attributable to Enable Midstream Partners, LP
.
|
$
|
1,615
|
|
|
$
|
316
|
|
|
$
|
232
|
|
|
|
|
|
||||
ASSETS
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
Current Assets:
|
(In millions)
|
||||||
Cash and cash equivalents
|
$
|
108
|
|
|
$
|
—
|
|
Accounts receivable
|
306
|
|
|
78
|
|
||
Accounts receivable—affiliated companies
|
28
|
|
|
25
|
|
||
Notes receivable—affiliated companies
|
—
|
|
|
479
|
|
||
Inventory
|
83
|
|
|
57
|
|
||
Taxes receivable
|
—
|
|
|
45
|
|
||
Deferred income tax assets
|
—
|
|
|
31
|
|
||
Gas imbalances
|
10
|
|
|
—
|
|
||
Other current assets
|
14
|
|
|
24
|
|
||
Total current assets
|
549
|
|
|
739
|
|
||
Property, Plant and Equipment:
|
|
|
|||||
Property, plant and equipment
|
9,655
|
|
|
5,175
|
|
||
Less: accumulated depreciation and amortization
|
665
|
|
|
470
|
|
||
Property, plant and equipment, net
|
8,990
|
|
|
4,705
|
|
||
Other Assets:
|
|
|
|
||||
Intangible assets, net
|
383
|
|
|
—
|
|
||
Goodwill
|
1,068
|
|
|
629
|
|
||
Investment in equity method affiliates
|
198
|
|
|
405
|
|
||
Other
|
44
|
|
|
4
|
|
||
Total other assets
|
1,693
|
|
|
1,038
|
|
||
Total Assets
|
$
|
11,232
|
|
|
$
|
6,482
|
|
LIABILITIES AND PARTNERS’ CAPITAL
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
Current Liabilities:
|
(In millions)
|
||||||
Accounts payable
|
$
|
400
|
|
|
$
|
83
|
|
Accounts payable—affiliated companies
|
40
|
|
|
28
|
|
||
Current portion of long-term debt
|
204
|
|
|
—
|
|
||
Notes payable—affiliated companies
|
—
|
|
|
753
|
|
||
Taxes accrued
|
20
|
|
|
25
|
|
||
Gas imbalances
|
13
|
|
|
7
|
|
||
Other
|
43
|
|
|
26
|
|
||
Total current liabilities
|
720
|
|
|
922
|
|
||
Other Liabilities:
|
|||||||
Accumulated deferred income taxes, net
|
8
|
|
|
1,272
|
|
||
Notes payable—affiliated companies
|
363
|
|
|
1,009
|
|
||
Benefit obligations
|
—
|
|
|
21
|
|
||
Regulatory liabilities
|
16
|
|
|
16
|
|
||
Other
|
28
|
|
|
21
|
|
||
Total other liabilities
|
415
|
|
|
2,339
|
|
||
Long-Term Debt
|
1,916
|
|
|
—
|
|
||
Commitments and Contingencies (Note 12)
|
|
|
|
||||
Partners’ Capital:
|
|
|
|
||||
Partners’ Capital
|
8,148
|
|
|
3,221
|
|
||
Accumulated other comprehensive loss
|
–
|
|
|
(6
|
)
|
||
Total Enable Midstream Partners, LP Partners’ Capital
|
8,148
|
|
|
3,215
|
|
||
Noncontrolling interest
|
33
|
|
|
6
|
|
||
Total Partners’ Capital
|
8,181
|
|
|
3,221
|
|
||
Total Liabilities and Partners’ Capital
|
$
|
11,232
|
|
|
$
|
6,482
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
(In millions)
|
||||||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
1,618
|
|
|
$
|
316
|
|
|
$
|
232
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
212
|
|
|
106
|
|
|
91
|
|
|||
Deferred income taxes
|
|
(1,194
|
)
|
|
196
|
|
|
176
|
|
|||
Impairments
|
|
12
|
|
|
—
|
|
|
—
|
|
|||
Step acquisition gain
|
|
—
|
|
|
(136
|
)
|
|
—
|
|
|||
Gain on sale/retirement of assets
|
|
2
|
|
|
—
|
|
|
—
|
|
|||
Equity in earnings of equity method affiliates, net of distributions
|
|
9
|
|
|
8
|
|
|
8
|
|
|||
Changes in other assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts receivable, net
|
|
(81
|
)
|
|
(9
|
)
|
|
45
|
|
|||
Accounts receivable – affiliated companies
|
|
(4
|
)
|
|
1
|
|
|
28
|
|
|||
Inventory
|
|
(6
|
)
|
|
2
|
|
|
13
|
|
|||
Taxes receivable
|
|
19
|
|
|
(1
|
)
|
|
13
|
|
|||
Other current assets
|
|
15
|
|
|
(3
|
)
|
|
10
|
|
|||
Other assets
|
|
1
|
|
|
—
|
|
|
3
|
|
|||
Accounts payable
|
|
62
|
|
|
(3
|
)
|
|
7
|
|
|||
Accounts payable – affiliated companies
|
|
3
|
|
|
(3
|
)
|
|
(1
|
)
|
|||
Taxes accrued
|
|
—
|
|
|
(19
|
)
|
|
21
|
|
|||
Other current liabilities
|
|
(2
|
)
|
|
(4
|
)
|
|
(3
|
)
|
|||
Other liabilities
|
|
(18
|
)
|
|
—
|
|
|
19
|
|
|||
Net cash provided by operating activities
|
|
648
|
|
|
451
|
|
|
662
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
||||||
Capital expenditures, net of acquisitions
|
|
(573
|
)
|
|
(202
|
)
|
|
(346
|
)
|
|||
Acquisitions, net of cash
|
|
—
|
|
|
(360
|
)
|
|
—
|
|
|||
Decrease (increase) in notes receivable affiliated companies
|
|
434
|
|
|
(77
|
)
|
|
(219
|
)
|
|||
Investment in equity method affiliates
|
|
—
|
|
|
(5
|
)
|
|
(13
|
)
|
|||
Other, net
|
|
(1
|
)
|
|
(1
|
)
|
|
18
|
|
|||
Net cash used in investing activities
|
|
(140
|
)
|
|
(645
|
)
|
|
(560
|
)
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
||||||
Proceeds from long-term debt, net of issuance costs
|
|
1,046
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from line of credit
|
|
1,126
|
|
|
—
|
|
|
—
|
|
|||
Repayment of line of credit
|
|
(754
|
)
|
|
—
|
|
|
—
|
|
|||
Increase (decrease) notes payable – affiliated companies
|
|
(1,542
|
)
|
|
194
|
|
|
(102
|
)
|
|||
Repayment of advance with affiliated companies
|
|
(136
|
)
|
|
—
|
|
|
—
|
|
|||
Capital contributions from partners
|
|
43
|
|
|
—
|
|
|
—
|
|
|||
Distribution to partners
|
|
(183
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
|
(400
|
)
|
|
194
|
|
|
(102
|
)
|
|||
Net Change in Cash and Cash Equivalents
|
|
108
|
|
|
—
|
|
|
—
|
|
|||
Cash and Cash Equivalents at Beginning of the Year
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Cash and Cash Equivalents at End of the Year
|
|
$
|
108
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
(In millions)
|
||||||||||
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
|
|
|
||||||
Cash Payments:
|
|
|
|
|
|
|
||||||
Interest, net of capitalized interest
|
|
$
|
65
|
|
|
$
|
85
|
|
|
$
|
90
|
|
Income taxes (refunds), net
|
|
(9
|
)
|
|
26
|
|
|
(67
|
)
|
|||
Non-cash transactions:
|
|
|
|
|
|
|
||||||
Accounts payable related to capital expenditures
|
|
$
|
43
|
|
|
$
|
37
|
|
|
$
|
31
|
|
Acquisition of Enogex (Note 3)
|
|
3,788
|
|
|
–
|
|
|
–
|
|
|
Partners' Capital
|
Parent Net Investment
|
Accumulated Other Comprehensive Loss
|
Total Enable Midstream Partners, LP Partners' Capital
|
Noncontrolling Interest
|
Total Partners' Capital
|
||||||||||||||
|
Units
|
Value
|
Value
|
Value
|
Value
|
Value
|
Value
|
|||||||||||||
|
(In millions)
|
|||||||||||||||||||
Balance as of December 31, 2010
|
—
|
|
$
|
—
|
|
$
|
2,672
|
|
$
|
(6
|
)
|
$
|
2,666
|
|
$
|
6
|
|
$
|
2,672
|
|
Net income
|
—
|
|
—
|
|
232
|
|
—
|
|
232
|
|
—
|
|
232
|
|
||||||
Balance as of December 31, 2011
|
—
|
|
$
|
—
|
|
$
|
2,904
|
|
$
|
(6
|
)
|
$
|
2,898
|
|
$
|
6
|
|
$
|
2,904
|
|
Net income
|
—
|
|
—
|
|
316
|
|
—
|
|
316
|
|
|
316
|
|
|||||||
Net transfers from parent
|
—
|
|
—
|
|
1
|
|
—
|
|
1
|
|
—
|
|
1
|
|
||||||
Balance as of December 31, 2012
|
—
|
|
$
|
—
|
|
$
|
3,221
|
|
$
|
(6
|
)
|
$
|
3,215
|
|
$
|
6
|
|
$
|
3,221
|
|
Net income
|
—
|
|
—
|
|
1,326
|
|
—
|
|
1,326
|
|
—
|
|
1,326
|
|
||||||
Contributions from
(Distributions to) CenterPoint Energy prior to formation
(Note 1)
|
—
|
|
—
|
|
(295
|
)
|
6
|
|
(289
|
)
|
—
|
|
(289
|
)
|
||||||
Balance as of April 30, 2013
|
—
|
|
$
|
—
|
|
$
|
4,252
|
|
$
|
—
|
|
$
|
4,252
|
|
$
|
6
|
|
$
|
4,258
|
|
Conversion to a limited partnership
|
291
|
|
4,252
|
|
(4,252
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Issuance of units upon
acquisition of Enogex on
May 1, 2013 (Note 3)
|
208
|
|
3,788
|
|
—
|
|
—
|
|
3,788
|
|
26
|
|
3,814
|
|
||||||
Net income
|
––
|
|
289
|
|
—
|
|
––
|
|
289
|
|
3
|
|
292
|
|
||||||
Distributions to Partners
|
––
|
|
(181
|
)
|
—
|
|
––
|
|
(181
|
)
|
(2
|
)
|
(183
|
)
|
||||||
Balance as of December 31, 2013
|
499
|
|
$
|
8,148
|
|
$
|
—
|
|
$
|
—
|
|
$
|
8,148
|
|
$
|
33
|
|
$
|
8,181
|
|
|
|
Amounts retained prior to May 1, 2013
|
||
|
|
(In millions)
|
||
Contributions from (Distributions to) CenterPoint Energy
|
|
|
|
|
Cash
|
|
$
|
40
|
|
Pension and postretirement plans
|
|
22
|
|
|
Deferred financing cost
|
|
6
|
|
|
Investment in 25.05% of SESH (see Note 7)
|
|
(197
|
)
|
|
Increase in Notes payable—affiliated companies (see Note 11)
|
|
(143
|
)
|
|
Decrease in Notes receivable—affiliated companies (see Note 11)
|
|
(45
|
)
|
|
Income tax obligations, net
|
|
28
|
|
|
Net distributions to CenterPoint Energy prior to formation
|
|
$
|
(289
|
)
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
|
(In millions)
|
||||||
Materials and supplies
|
$
|
60
|
|
|
$
|
56
|
|
Natural gas inventory
|
|
23
|
|
|
|
1
|
|
Total inventory
|
$
|
83
|
|
|
$
|
57
|
|
|
Amounts Recognized as of May 1, 2013
|
||
Assets
|
|
||
Current Assets
|
$
|
192
|
|
Property, plant and equipment
|
3,919
|
|
|
Goodwill
|
439
|
|
|
Other intangible assets
|
401
|
|
|
Other assets
|
21
|
|
|
Total assets
|
$
|
4,972
|
|
|
|
||
Liabilities
|
|
||
Current Liabilities
|
$
|
393
|
|
Long-term debt
|
745
|
|
|
Other liabilities
|
20
|
|
|
Total liabilities
|
1,158
|
|
|
Less: Noncontrolling interest at fair value
|
26
|
|
|
Fair value of consideration transferred
|
$
|
3,788
|
|
Revenues
|
$
|
1,406
|
|
Operating income
|
92
|
|
|
Net income
|
77
|
|
|
Net income attributable to Enable Midstream Partners, LP
|
74
|
|
|
Year ended December 31,
|
||||||
|
2013
|
|
2012
|
||||
Unaudited pro forma results of operations:
|
|
|
|
||||
Pro forma revenues
|
$
|
3,120
|
|
|
$
|
2,563
|
|
Pro forma operating income
|
487
|
|
|
558
|
|
||
Pro forma net income
|
1,638
|
|
|
433
|
|
||
Pro forma net income attributable to Enable Midstream Partners, LP
|
1,635
|
|
|
431
|
|
•
|
Include adjustments to revenue and cost of sales to reflect Enogex purchase price adjustments for the recurring impact of certain loss contracts and deferred revenues; and
|
•
|
Include a reduction to interest expense for recognition of a premium on Enogex’s fixed rate senior notes.
|
|
Weighted Average Useful Lives
|
|
December 31,
|
||||||
|
(Years)
|
2013
|
|
2012
|
|||||
Property, plant and equipment, gross:
|
|
(In millions)
|
|||||||
Gathering and Processing
|
35
|
|
$
|
5,123
|
|
|
$
|
2,339
|
|
Transportation and Storage
|
42
|
|
4,300
|
|
|
2,772
|
|
||
Construction work-in-progress
|
|
|
232
|
|
|
64
|
|
||
Total
|
|
|
$
|
9,655
|
|
|
$
|
5,175
|
|
Accumulated depreciation:
|
|
|
|
|
|
||||
Gathering and Processing
|
|
|
213
|
|
|
118
|
|
||
Transportation and Storage
|
|
|
452
|
|
|
352
|
|
||
Total accumulated depreciation
|
|
|
665
|
|
|
470
|
|
||
Property, plant and equipment, net
|
|
|
$
|
8,990
|
|
|
$
|
4,705
|
|
|
Acquisition of Enogex
|
|
Accumulated
Amortization
|
|
Net Intangible Assets
|
|||||||
Customer relationships
|
$
|
401
|
|
|
$
|
18
|
|
|
$
|
383
|
|
|
Total
|
$
|
401
|
|
|
$
|
18
|
|
|
$
|
383
|
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
||||||||||
Expected amortization of intangible assets
|
$
|
27
|
|
|
$
|
27
|
|
|
$
|
27
|
|
|
$
|
27
|
|
|
$
|
27
|
|
|
|
Gathering and
Processing
|
|
Transportation
and Storage
|
|
Total
|
||||||
Balance at January 1
|
|
$
|
26
|
|
|
$
|
579
|
|
|
$
|
605
|
|
Acquisition of Waskom
|
|
24
|
|
|
—
|
|
|
24
|
|
|||
Balance at December 31, 2012
|
|
$
|
50
|
|
|
$
|
579
|
|
|
$
|
629
|
|
Acquisition of Enogex
|
|
439
|
|
|
–
|
|
|
439
|
|
|||
Balance at December 31, 2013
|
|
$
|
489
|
|
|
$
|
579
|
|
|
$
|
1,068
|
|
|
|
December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
|
|
(In millions)
|
||||||
SESH
|
|
$
|
198
|
|
|
$
|
404
|
|
Other
|
|
—
|
|
|
1
|
|
||
Total
|
|
$
|
198
|
|
|
$
|
405
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013 (1)
|
|
2012 (2)
|
|
2011
|
||||||
|
|
(In millions)
|
||||||||||
Waskom
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
10
|
|
SESH
|
|
15
|
|
|
26
|
|
|
21
|
|
|||
Total
|
|
$
|
15
|
|
|
$
|
31
|
|
|
$
|
31
|
|
|
|
December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Balance Sheets:
|
|
(In millions)
|
||||||
Current assets
|
|
$
|
53
|
|
|
$
|
51
|
|
Property, plant and equipment, net
|
|
1,132
|
|
|
1,147
|
|
||
Other non-current assets
|
|
—
|
|
|
1
|
|
||
Total assets
|
|
$
|
1,185
|
|
|
$
|
1,199
|
|
|
|
|
|
|
||||
Current liabilities
|
|
$
|
20
|
|
|
$
|
19
|
|
Non-current liabilities
|
|
375
|
|
|
377
|
|
||
Member’s equity
|
|
790
|
|
|
803
|
|
||
Total liabilities and member’s equity
|
|
$
|
1,185
|
|
|
$
|
1,199
|
|
|
|
|
|
|
||||
Reconciliation:
|
|
|
|
|
||||
Investment in SESH
|
|
$
|
198
|
|
|
$
|
404
|
|
Less: Capitalized interest on investment in SESH
|
|
(1
|
)
|
|
(2
|
)
|
||
The Partnership’s share of member’s equity
|
|
$
|
197
|
|
|
$
|
402
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Income Statements:
|
|
(In millions)
|
||||||||||
Revenues
|
|
$
|
107
|
|
|
$
|
110
|
|
|
$
|
100
|
|
Operating income
|
|
66
|
|
|
71
|
|
|
61
|
|
|||
Net income
|
|
47
|
|
|
52
|
|
|
42
|
|
|
December 31,
|
||||||||||||||
|
2013
|
|
2012
|
||||||||||||
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
Long Term Debt:
|
(In millions)
|
||||||||||||||
Long-term notes payable—affiliated companies (Level 2)
|
$
|
363
|
|
|
$
|
363
|
|
|
$
|
1,009
|
|
|
$
|
1,232
|
|
Revolving Credit Facility (Level 2)
|
333
|
|
|
333
|
|
|
—
|
|
|
—
|
|
||||
Term Loan Facility (Level 2)
|
1,050
|
|
|
1,050
|
|
|
—
|
|
|
—
|
|
||||
Enable Oklahoma Term Loan (Level 2)
|
250
|
|
|
250
|
|
|
—
|
|
|
—
|
|
||||
Enable Oklahoma Senior Notes (Level 2)
(1)
|
487
|
|
|
477
|
|
|
—
|
|
|
—
|
|
|
Gas Imbalances
(A)
|
||||||
|
Assets
(B)
|
|
Liabilities
(C)
|
||||
Significant other observable inputs (Level 2)
|
$
|
8
|
|
|
$
|
10
|
|
•
|
NGL put options and NGL swaps are used to manage the Partnership’s NGL exposure associated with its processing agreements;
|
•
|
natural gas swaps are used to manage the Partnership’s keep-whole natural gas exposure associated with its processing operations and the Partnership’s natural gas exposure associated with operating its gathering, transportation and storage assets; and
|
•
|
natural gas futures and swaps, natural gas options and natural gas commodity purchases and sales are used to manage the Partnership’s natural gas exposure associated with its storage and transportation contracts and asset management activities.
|
|
December 31,
|
|||||||||||
|
2013
|
|
2012
|
|
2011
|
|||||||
|
(In millions)
|
|||||||||||
Gas transportation and storage - CenterPoint Energy
|
$
|
108
|
|
|
$
|
133
|
|
|
$
|
140
|
|
|
Gas sales - CenterPoint Energy
|
70
|
|
|
—
|
|
|
—
|
|
||||
Gas transportation and storage - OGE Energy
(1)
|
32
|
|
|
—
|
|
|
—
|
|
||||
Gas sales - OGE Energy
(2)
|
14
|
|
|
—
|
|
|
—
|
|
||||
Total revenues—affiliated companies
|
$
|
224
|
|
|
$
|
133
|
|
|
$
|
140
|
|
(2)
|
The Partnership sells natural gas to OGE Energy’s natural gas-fired generation facilities that are reflected in the Partnership’s Combined and
Consolidated Statement of Income beginning on May 1, 2013.
|
|
December 31,
|
|||||||||||
|
2013
|
|
2012
|
|
2011
|
|||||||
|
(In millions)
|
|||||||||||
Cost of goods sold—CenterPoint Energy
|
$
|
4
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In millions)
|
||||||||||
Seconded Employee Costs—CenterPoint Energy
(1)
|
$
|
92
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Corporate Services—CenterPoint Energy
(1)
|
38
|
|
|
39
|
|
|
37
|
|
|||
Seconded Employee Costs—OGE Energy
(2)
|
78
|
|
|
–
|
|
|
–
|
|
|||
Corporate Services—OGE Energy
(2)
|
18
|
|
|
–
|
|
|
–
|
|
|||
Total corporate services and seconded employee expense
|
$
|
226
|
|
|
$
|
39
|
|
|
$
|
37
|
|
Year ended December 31 (In millions)
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
After 2018
|
|
Total
|
|||||||||
Noncancellable operating leases
|
$
|
7
|
|
|
$
|
5
|
|
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15
|
|
Year ended December 31 (In millions)
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
Total
|
|||||||
Other purchase obligations and commitments
|
$
|
11
|
|
|
$
|
4
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In millions)
|
||||||||||
Provision (benefit) for current income taxes:
|
|
|
|
|
|
||||||
Federal
|
$
|
1
|
|
|
$
|
6
|
|
|
$
|
(20
|
)
|
State
|
1
|
|
|
1
|
|
|
7
|
|
|||
Total Provision (benefit) current income taxes
|
2
|
|
|
7
|
|
|
(13
|
)
|
|||
Provision (benefit) for deferred income taxes, net
:
|
|
|
|
|
|
||||||
Federal
|
(1,039
|
)
|
|
164
|
|
|
146
|
|
|||
State
|
(155
|
)
|
|
32
|
|
|
30
|
|
|||
Total provision (benefit) for deferred income taxes, net
|
(1,194
|
)
|
|
196
|
|
|
176
|
|
|||
Total income tax expense (benefit)
|
$
|
(1,192
|
)
|
|
$
|
203
|
|
|
$
|
163
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In millions)
|
||||||||||
Income before income taxes
|
$
|
426
|
|
|
$
|
519
|
|
|
$
|
395
|
|
Federal statutory rate
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
|||
Expected federal income tax expense
|
149
|
|
|
182
|
|
|
138
|
|
|||
Increase in tax expense resulting from:
|
|
|
|
|
|
||||||
State income taxes, net of federal income tax
|
8
|
|
|
21
|
|
|
24
|
|
|||
Income not subject to tax
|
(103
|
)
|
|
—
|
|
|
—
|
|
|||
Conversion to partnership
|
(1,240
|
)
|
|
—
|
|
|
—
|
|
|||
Other, net
|
(6
|
)
|
|
—
|
|
|
1
|
|
|||
Total
|
(1,341
|
)
|
|
21
|
|
|
25
|
|
|||
Total income tax expense (benefit)
|
$
|
(1,192
|
)
|
|
$
|
203
|
|
|
$
|
163
|
|
Effective tax rate
|
(275.9
|
)%
|
|
39.1
|
%
|
|
41.2
|
%
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
|
(In millions)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Current:
|
|
|
|
||||
Deferred gas costs
|
$ —
|
|
|
$
|
29
|
|
|
Other
|
—
|
|
|
2
|
|
||
Total current deferred tax assets
|
—
|
|
|
31
|
|
||
Non-current:
|
|
|
|
||||
Employee benefits
|
—
|
|
|
11
|
|
||
Net operating loss carryforwards
|
—
|
|
|
8
|
|
||
Other
|
—
|
|
|
7
|
|
||
Total non-current deferred tax assets
|
—
|
|
|
26
|
|
||
Total deferred tax assets
|
—
|
|
|
57
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Non-current:
|
|
|
|
||||
Depreciation
|
8
|
|
|
1,219
|
|
||
Other
|
—
|
|
|
79
|
|
||
Total non-current deferred tax liabilities
|
8
|
|
|
1,298
|
|
||
Accumulated deferred income taxes, net
|
$
|
8
|
|
|
$
|
1,241
|
|
|
|
December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
(In millions)
|
||||||||||
Balance, beginning of year
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
5
|
|
Tax Positions related to prior years:
|
|
|
|
|
|
|
||||||
Reductions
|
|
—
|
|
|
(3
|
)
|
|
(2
|
)
|
|||
Balance, end of year
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
Year Ended December 31, 2013
|
|
Gathering and
Processing
(1)
|
|
Transportation and
Storage
(2)
|
|
Eliminations
|
|
Total
|
||||||||
|
|
(In millions)
|
||||||||||||||
Operating revenues
(3)(4)
|
|
$
|
1,740
|
|
|
$
|
1,149
|
|
|
$
|
(400
|
)
|
|
$
|
2,489
|
|
Cost of goods sold
|
|
1,075
|
|
|
636
|
|
|
(398
|
)
|
|
1,313
|
|
||||
Operation and maintenance
|
|
222
|
|
|
209
|
|
|
(2
|
)
|
|
429
|
|
||||
Depreciation and amortization
|
|
117
|
|
|
95
|
|
|
—
|
|
|
212
|
|
||||
Impairment
|
|
12
|
|
|
—
|
|
|
—
|
|
|
12
|
|
||||
Taxes other than income
|
|
20
|
|
|
34
|
|
|
—
|
|
|
54
|
|
||||
Operating income
|
|
$
|
294
|
|
|
$
|
175
|
|
|
$
|
—
|
|
|
$
|
469
|
|
Total assets
|
|
$
|
7,157
|
|
|
$
|
5,717
|
|
|
$
|
(1,642
|
)
|
|
$
|
11,232
|
|
Capital expenditures
|
|
$
|
431
|
|
|
$
|
142
|
|
|
$
|
—
|
|
|
$
|
573
|
|
|
|
|
|
|
|
|
|
|
||||||||
Year Ended December 31, 2012
|
|
Gathering and
Processing
(1)
|
|
Transportation and
Storage
(2)
|
|
Eliminations
|
|
Total
|
||||||||
|
|
(In millions)
|
||||||||||||||
Operating revenues
(3)(4)
|
|
$
|
502
|
|
|
$
|
502
|
|
|
$
|
(52
|
)
|
|
$
|
952
|
|
Cost of goods sold
|
|
124
|
|
|
55
|
|
|
(50
|
)
|
|
129
|
|
||||
Operation and maintenance
|
|
114
|
|
|
155
|
|
|
(2
|
)
|
|
267
|
|
||||
Depreciation and amortization
|
|
50
|
|
|
56
|
|
|
—
|
|
|
106
|
|
||||
Taxes other than income
|
|
5
|
|
|
29
|
|
|
—
|
|
|
34
|
|
||||
Operating income
|
|
$
|
209
|
|
|
$
|
207
|
|
|
$
|
—
|
|
|
$
|
416
|
|
Total assets
|
|
$
|
2,439
|
|
|
$
|
4,052
|
|
|
$
|
(9
|
)
|
|
$
|
6,482
|
|
Capital expenditures
|
|
$
|
70
|
|
|
$
|
132
|
|
|
$
|
—
|
|
|
$
|
202
|
|
Year Ended December 31, 2011
|
|
Gathering and
Processing (1) |
|
Transportation and
Storage (2) |
|
Eliminations
|
|
Total
|
||||||||
|
|
(In millions)
|
||||||||||||||
Operating revenues
(3)(4)
|
|
$
|
415
|
|
|
$
|
553
|
|
|
$
|
(36
|
)
|
|
$
|
932
|
|
Cost of goods sold
|
|
70
|
|
|
65
|
|
|
(34
|
)
|
|
101
|
|
||||
Operation and maintenance
|
|
111
|
|
|
154
|
|
|
(2
|
)
|
|
263
|
|
||||
Depreciation and amortization
|
|
37
|
|
|
54
|
|
|
—
|
|
|
91
|
|
||||
Taxes other than income
|
|
5
|
|
|
32
|
|
|
—
|
|
|
37
|
|
||||
Operating income
|
|
$
|
192
|
|
|
$
|
248
|
|
|
$
|
—
|
|
|
$
|
440
|
|
Total assets
|
|
$
|
1,933
|
|
|
$
|
3,869
|
|
|
$
|
(6
|
)
|
|
$
|
5,796
|
|
Capital expenditures
|
|
$
|
248
|
|
|
$
|
98
|
|
|
$
|
—
|
|
|
$
|
346
|
|
(2)
|
Transportation and storage recorded equity income of $15 million, $26 million and $21 million for the year ended December 31, 2013, 2012 and 2011 respectively, from its interest in SESH, a jointly-owned pipeline. These amounts are included in Equity in earnings of equity method affiliates under the Other
|
(4)
|
The Partnership had no external customers accounting for 10% or more of revenues in periods shown. See Note 11 for revenues from affiliated companies.
|