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Texas
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74-0694415
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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1111 Louisiana
Houston, Texas 77002
(Address and zip code of principal executive offices)
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(713) 207-1111
(Registrant’s telephone number, including area code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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New York Stock Exchange
Chicago Stock Exchange
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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PART I
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||||
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Page
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Item 1.
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Business
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Item 1A.
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Risk Factors
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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PART II
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||||
Item 5.
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Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Item 6.
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Selected Financial Data
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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Item 8.
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Financial Statements and Supplementary Data
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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Item 9A.
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Controls and Procedures
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Item 9B.
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Other Information
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PART III
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||||
Item 10.
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Directors, Executive Officers and Corporate Governance
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Item 11.
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Executive Compensation
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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Item 14.
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Principal Accounting Fees and Services
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PART IV
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||||
Item 15.
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Exhibits and Financial Statement Schedules
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Item 1.
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Business
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•
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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
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•
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CenterPoint Energy Resources Corp. (CERC Corp. and, together with its subsidiaries, CERC), which owns and operates natural gas distribution systems (NGD). 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, 2015
, CERC Corp. also owned approximately 55.4% of the limited partner interests in Enable, which owns, operates and develops natural gas and crude oil infrastructure assets.
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•
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our Code of Ethics for our Chief Executive Officer and Senior Financial Officers;
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•
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our Ethics and Compliance Code;
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•
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our Corporate Governance Guidelines; and
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•
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the charters of the audit, compensation and governance committees of our Board of Directors.
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•
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the lien of a Mortgage and Deed of Trust (the Mortgage) dated November 1, 1944, as supplemented; and
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•
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the lien of a General Mortgage (the General Mortgage) dated October 10, 2002, as supplemented, which is junior to the lien of the Mortgage.
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Residential
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Commercial/
Industrial
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Total Customers
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|||
Arkansas
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379,319
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48,128
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427,447
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Louisiana
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229,873
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16,917
|
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246,790
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Minnesota
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770,891
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69,381
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840,272
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Mississippi
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112,140
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12,536
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124,676
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Oklahoma
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89,756
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10,789
|
|
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100,545
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Texas
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1,567,866
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96,170
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1,664,036
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Total NGD
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3,149,845
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253,921
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3,403,766
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•
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restricting the way we can handle or dispose of wastes;
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•
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limiting or prohibiting construction activities in sensitive areas such as wetlands, coastal regions or areas inhabited by endangered species;
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•
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requiring remedial action to mitigate environmental conditions caused by our operations or attributable to former operations;
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•
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enjoining the operations of facilities with permits issued pursuant to such environmental laws and regulations; and
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•
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impacting the demand for our services by directly or indirectly affecting the use or price of natural gas.
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•
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construct or acquire new facilities and equipment;
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•
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acquire permits for facility operations;
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•
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modify, upgrade or replace existing and proposed equipment; and
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•
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clean or decommission waste disposal areas, fuel storage and management facilities and other locations and facilities.
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Business Segment
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Number
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Number
Represented
by Collective
Bargaining Groups
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||
Electric Transmission & Distribution
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2,665
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1,349
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Natural Gas Distribution
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3,286
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1,173
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Energy Services
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135
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—
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Other Operations
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1,419
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110
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Total
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7,505
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2,632
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Name
|
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Age
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Title
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Milton Carroll
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65
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Executive Chairman
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Scott M. Prochazka
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49
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President and Chief Executive Officer and Director
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William D. Rogers
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55
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Executive Vice President and Chief Financial Officer
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Tracy B. Bridge
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57
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Executive Vice President and President, Electric Division
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Joseph B. McGoldrick
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62
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Executive Vice President and President, Gas Division
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Dana C. O’Brien
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48
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Senior Vice President, General Counsel and Corporate Secretary
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Sue B. Ortenstone
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58
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Senior Vice President and Chief Human Resources Officer
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Item 1A.
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Risk Factors
|
•
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general economic and capital market conditions;
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•
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credit availability from financial institutions and other lenders;
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•
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investor confidence in us and the markets in which we operate;
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•
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maintenance of acceptable credit ratings;
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•
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market expectations regarding our future earnings and cash flows;
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•
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market perceptions of our ability to access capital markets on reasonable terms;
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•
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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;
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•
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incremental collateral that may be required due to regulation of derivatives; and
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•
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provisions of relevant tax and securities laws.
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•
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the fees and gross margins it realizes with respect to the volume of natural gas, NGLs and crude oil that it handles;
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•
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the prices of, levels of production of, and demand for natural gas, NGLs and crude oil;
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•
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the volume of natural gas, NGLs and crude oil it gathers, compresses, treats, dehydrates, processes, fractionates, transports and stores;
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•
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the relationship among prices for natural gas, NGLs and crude oil;
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•
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cash calls and settlements of hedging positions;
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•
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margin requirements on open price risk management assets and liabilities;
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•
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the level of competition from other midstream energy companies;
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•
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adverse effects of governmental and environmental regulation;
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•
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the level of its operation and maintenance expenses and general and administrative costs; and
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•
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prevailing economic conditions.
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•
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the level and timing of its capital expenditures;
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•
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the cost of acquisitions;
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•
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its debt service requirements and other liabilities;
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•
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fluctuations in its working capital needs;
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•
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its ability to borrow funds and access capital markets;
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•
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restrictions contained in its debt agreements;
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•
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the amount of cash reserves established by its general partner; and
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•
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other business risks affecting its cash levels.
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•
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the availability and cost of capital;
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•
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prevailing and projected commodity prices, including the prices of natural gas, NGLs and crude oil;
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•
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demand for natural gas, NGLs and crude oil;
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•
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levels of reserves;
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•
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geological considerations;
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•
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environmental or other governmental regulations, including the availability of drilling permits and the regulation of hydraulic fracturing; and
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•
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the availability of drilling rigs and other costs of production and equipment.
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•
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Enable’s joint venture partners may share certain approval rights over major decisions;
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•
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Enable’s joint venture partners may not pay their share of the joint venture’s obligations, leaving Enable liable for their shares of joint venture liabilities;
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•
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Enable may be unable to control the amount of cash it will receive from the joint venture;
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•
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Enable may incur liabilities as a result of an action taken by its joint venture partners;
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•
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Enable may be required to devote significant management time to the requirements of and matters relating to the joint ventures;
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•
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Enable’s insurance policies may not fully cover loss or damage incurred by both Enable and its joint venture partners in certain circumstances;
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•
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Enable’s joint venture partners may be in a position to take actions contrary to its instructions or requests or contrary to its policies or objectives; and
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•
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disputes between Enable and its joint venture partners may result in delays, litigation or operational impasses.
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•
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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;
|
•
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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;
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•
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Enable’s debt level will make it more vulnerable to competitive pressures or a downturn in its business or the economy generally; and
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•
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Enable’s debt level may limit its flexibility in responding to changing business and economic conditions.
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•
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permit its subsidiaries to incur or guarantee additional debt;
|
•
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incur or permit to exist certain liens on assets;
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•
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dispose of assets;
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•
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merge or consolidate with another company or engage in a change of control;
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•
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enter into transactions with affiliates on non-arm’s length terms; and
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•
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change the nature of its business.
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•
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develop a baseline plan to prioritize the assessment of a covered pipeline segment;
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•
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identify and characterize applicable threats that could impact a high consequence area;
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•
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improve data collection, integration, and analysis;
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•
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repair and remediate pipelines as necessary; and
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•
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implement preventive and mitigating action.
|
•
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restricting the way we can handle or dispose of wastes;
|
•
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limiting or prohibiting construction activities in sensitive areas such as wetlands, coastal regions, or areas inhabited by endangered species;
|
•
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requiring remedial action to mitigate environmental conditions caused by our operations, or attributable to former operations;
|
•
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enjoining the operations of facilities with permits issued pursuant to such environmental laws and regulations; and
|
•
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impacting the demand for our services by directly or indirectly affecting the use or price of natural gas.
|
•
|
construct or acquire new facilities and equipment;
|
•
|
acquire permits for facility operations;
|
•
|
modify or replace existing and proposed equipment; and
|
•
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clean or decommission waste disposal areas, fuel storage and management facilities and other locations and facilities.
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•
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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;
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•
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inadvertent damage from construction, vehicles, farm and utility equipment;
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•
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leaks of natural gas, NGLs, crude oil and other hydrocarbons or losses of natural gas, NGLs and crude oil as a result of the malfunction of equipment or facilities;
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•
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ruptures, fires and explosions; and
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•
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other hazards that could also result in personal injury and loss of life, pollution and suspension of operations.
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•
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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
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•
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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.
|
•
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operator error or failure of equipment or processes;
|
•
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operating limitations that may be imposed by environmental or other regulatory requirements;
|
•
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labor disputes;
|
•
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information technology system failures that impair our information technology infrastructure or disrupt normal business operations;
|
•
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information technology failure that affects our ability to access customer information or causes us to lose confidential or proprietary data that materially and adversely affects our reputation or exposes us to legal claims; and
|
•
|
catastrophic events such as fires, earthquakes, explosions, leaks, floods, droughts, hurricanes, terrorism, pandemic health events or other similar occurrences.
|
•
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acquired businesses or assets may not produce revenues, earnings or cash flow at anticipated levels;
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•
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acquired businesses or assets could have environmental, permitting or other problems for which contractual protections prove inadequate;
|
•
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we or Enable 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;
|
•
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we or Enable 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
|
•
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acquisitions, or the pursuit of acquisitions, could disrupt ongoing businesses, distract management, divert resources and make it difficult to maintain current business standards, controls and procedures.
|
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
|
||||||
2015
|
|
|
|
|
|
||||||
First Quarter
|
|
|
|
|
$
|
0.2475
|
|
||||
January 2
|
$
|
23.63
|
|
|
|
|
|
||||
March 31
|
|
|
$
|
20.41
|
|
|
|
||||
Second Quarter
|
|
|
|
|
$
|
0.2475
|
|
||||
April 15
|
$
|
21.31
|
|
|
|
|
|
||||
June 30
|
|
|
$
|
19.03
|
|
|
|
||||
Third Quarter
|
|
|
|
|
$
|
0.2475
|
|
||||
August 14
|
$
|
19.92
|
|
|
|
|
|
||||
September 29
|
|
|
$
|
17.53
|
|
|
|
||||
Fourth Quarter
|
|
|
|
|
$
|
0.2475
|
|
||||
October 22
|
$
|
19.13
|
|
|
|
|
|
||||
December 10
|
|
|
$
|
16.14
|
|
|
|
||||
|
|
|
|
|
|
||||||
2014
|
|
|
|
|
|
||||||
First Quarter
|
|
|
|
|
$
|
0.2375
|
|
||||
January 3
|
|
|
$
|
22.81
|
|
|
|
||||
February 21
|
$
|
24.48
|
|
|
|
|
|
||||
Second Quarter
|
|
|
|
|
$
|
0.2375
|
|
||||
April 7
|
|
|
$
|
23.39
|
|
|
|
||||
June 30
|
$
|
25.54
|
|
|
|
|
|
||||
Third Quarter
|
|
|
|
|
$
|
0.2375
|
|
||||
July 1
|
$
|
25.38
|
|
|
|
|
|
||||
August 6
|
|
|
$
|
23.56
|
|
|
|
||||
Fourth Quarter
|
|
|
|
|
$
|
0.2375
|
|
||||
November 10
|
$
|
25.38
|
|
|
|
|
|
||||
December 15
|
|
|
$
|
21.54
|
|
|
|
|
Year Ended December 31,
|
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011 (4)
|
|
||||||||||
|
(in millions, except per share amounts)
|
|
||||||||||||||||||
Revenues
|
$
|
7,386
|
|
|
$
|
9,226
|
|
|
$
|
8,106
|
|
|
$
|
7,452
|
|
|
$
|
8,450
|
|
|
Equity in Earnings (Losses) of Unconsolidated Affiliates
|
(1,633
|
)
|
(1)
|
308
|
|
(2)
|
188
|
|
(3)
|
31
|
|
|
30
|
|
|
|||||
Income (Loss) before Extraordinary Item
|
(692
|
)
|
|
611
|
|
|
311
|
|
|
417
|
|
|
770
|
|
|
|||||
Extraordinary Item, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
587
|
|
|
|||||
Net income (loss)
|
$
|
(692
|
)
|
|
$
|
611
|
|
|
$
|
311
|
|
|
$
|
417
|
|
|
$
|
1,357
|
|
|
Basic earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (Loss) before Extraordinary Item
|
$
|
(1.61
|
)
|
|
$
|
1.42
|
|
|
$
|
0.73
|
|
|
$
|
0.98
|
|
|
$
|
1.81
|
|
|
Extraordinary Item, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.38
|
|
|
|||||
Basic earnings (loss) per common share
|
$
|
(1.61
|
)
|
|
$
|
1.42
|
|
|
$
|
0.73
|
|
|
$
|
0.98
|
|
|
$
|
3.19
|
|
|
Diluted earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (Loss) before Extraordinary Item
|
$
|
(1.61
|
)
|
|
$
|
1.42
|
|
|
$
|
0.72
|
|
|
$
|
0.97
|
|
|
$
|
1.80
|
|
|
Extraordinary Item, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.37
|
|
|
|||||
Diluted earnings (loss) per common share
|
$
|
(1.61
|
)
|
|
$
|
1.42
|
|
|
$
|
0.72
|
|
|
$
|
0.97
|
|
|
$
|
3.17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividends declared per common share
|
$
|
0.99
|
|
|
$
|
0.95
|
|
|
$
|
0.83
|
|
|
$
|
0.81
|
|
|
$
|
0.79
|
|
|
Dividend payout ratio
|
n/a
|
|
67
|
%
|
|
114
|
%
|
|
83
|
%
|
|
44
|
%
|
(5)
|
||||||
Return on average common equity
|
(17
|
)%
|
|
14
|
%
|
|
7
|
%
|
|
10
|
%
|
|
21
|
%
|
(5)
|
|||||
Ratio of earnings to fixed charges
|
2.67
|
|
|
2.79
|
|
|
2.42
|
|
|
2.29
|
|
|
2.96
|
|
(5)
|
|||||
At year-end:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Book value per common share
|
$
|
8.05
|
|
|
$
|
10.58
|
|
|
$
|
10.09
|
|
|
$
|
10.09
|
|
|
$
|
9.91
|
|
|
Market price per common share
|
18.36
|
|
|
23.43
|
|
|
23.18
|
|
|
19.25
|
|
|
20.09
|
|
|
|||||
Market price as a percent of book value
|
228
|
%
|
|
221
|
%
|
|
230
|
%
|
|
191
|
%
|
|
203
|
%
|
|
|||||
Total assets
|
$
|
21,334
|
|
|
$
|
23,200
|
|
|
$
|
21,870
|
|
|
$
|
22,871
|
|
|
$
|
21,703
|
|
|
Short-term borrowings
|
40
|
|
|
53
|
|
|
43
|
|
|
38
|
|
|
62
|
|
|
|||||
Transition and system restoration bonds, including current maturities
|
2,674
|
|
|
3,046
|
|
|
3,400
|
|
|
3,847
|
|
|
2,522
|
|
|
|||||
Other long-term debt, including current maturities
|
6,100
|
|
|
5,758
|
|
|
4,914
|
|
|
5,910
|
|
|
6,603
|
|
|
|||||
Capitalization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Common stock equity
|
28
|
%
|
|
34
|
%
|
|
34
|
%
|
|
31
|
%
|
|
32
|
%
|
|
|||||
Long-term debt, including current maturities
|
72
|
%
|
|
66
|
%
|
|
66
|
%
|
|
69
|
%
|
|
68
|
%
|
|
|||||
Capitalization, excluding transition and system restoration bonds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Common stock equity
|
36
|
%
|
|
44
|
%
|
|
47
|
%
|
|
42
|
%
|
|
39
|
%
|
|
|||||
Long-term debt, excluding transition and system restoration bonds, and including current maturities
|
64
|
%
|
|
56
|
%
|
|
53
|
%
|
|
58
|
%
|
|
61
|
%
|
|
|||||
Capital expenditures
|
$
|
1,575
|
|
|
$
|
1,402
|
|
|
$
|
1,272
|
|
|
$
|
1,188
|
|
|
$
|
1,191
|
|
|
(1)
|
As of December 31, 2015, we owned approximately 55.4% of the limited partner interests in Enable Midstream Partners, LP (Enable), an unconsolidated subsidiary that we account for on an equity basis. This amount includes $1,846 million of non-cash impairment charges related to Enable.
|
(2)
|
As of December 31, 2014, we owned approximately 55.4% of the limited partner interests in Enable and 0.1% of Southeast Supply Header (SESH), each an unconsolidated subsidiary, that we accounted for on an equity basis.
|
(3)
|
Following the formation of Enable on May 1, 2013, Enable owned substantially all of our former Interstate Pipelines and Field Services business segments, except for our retained 25.05% interest in SESH. As of December 31, 2013, we owned approximately 58.3% of the limited partner interests in Enable.
|
(4)
|
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.
|
(5)
|
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 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. 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, 2015, CERC Corp. also owned approximately 55.4% of the limited partner interests in Enable, which owns, operates and develops natural gas and crude oil infrastructure assets.
|
•
|
the performance of Enable, the amount of cash distributions we receive from Enable, and the value of our interest in Enable, and factors that may have a material impact on such performance, cash distributions and value, including factors such as:
|
◦
|
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 crude oil, natural gas, NGLs and transportation and storage services;
|
◦
|
environmental and other governmental regulations, including the availability of drilling permits and the regulation of hydraulic fracturing;
|
◦
|
recording of non-cash goodwill, long-lived asset or other than temporary impairment charges by or related to Enable;
|
◦
|
changes in tax status;
|
◦
|
access to debt and growth capital; and
|
◦
|
the availability and prices of raw materials and services for current and future construction projects;
|
•
|
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;
|
•
|
timely and appropriate rate actions that allow recovery of costs and a reasonable return on investment;
|
•
|
industrial, commercial and residential growth in our service territories and changes in market demand, including the effects of energy efficiency measures and demographic patterns;
|
•
|
future economic conditions in regional and national markets and their effect on sales, prices and costs;
|
•
|
weather variations and other natural phenomena, including the impact of severe weather events on operations and capital;
|
•
|
our ability to mitigate weather impacts through normalization or rate mechanisms, and the effectiveness of such mechanisms;
|
•
|
the timing and extent of changes in commodity prices, particularly natural gas, and the effects of geographic and seasonal commodity price differentials
;
|
•
|
problems with regulatory approval, 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;
|
•
|
local, state and federal legislative and regulatory actions or developments relating to the environment, including those related to global climate change;
|
•
|
the impact of unplanned facility outages;
|
•
|
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 such as fires, earthquakes, explosions, leaks, floods, droughts, hurricanes, pandemic health events or other occurrences;
|
•
|
our ability to invest planned capital and the timely recovery of our investment in capital;
|
•
|
our ability to control operation and maintenance costs;
|
•
|
actions by credit rating agencies;
|
•
|
the sufficiency of our insurance coverage, including availability, cost, coverage and terms;
|
•
|
the investment performance of our pension and postretirement benefit plans;
|
•
|
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;
|
•
|
changes in interest rates or rates of inflation;
|
•
|
inability of various counterparties to meet their obligations to us;
|
•
|
non-payment for our services due to financial distress of our customers;
|
•
|
effectiveness of our risk management activities;
|
•
|
timely and appropriate regulatory actions allowing securitization or other recovery of costs associated with any future hurricanes or natural disasters;
|
•
|
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;
|
•
|
our or Enable’s ability to recruit, effectively transition and retain management and key employees and maintain good labor relations;
|
•
|
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 outcome of litigation;
|
•
|
the ability of REPs, including REP affiliates of NRG and Energy Future Holdings Corp., to satisfy their obligations to us and our subsidiaries;
|
•
|
changes in technology, particularly with respect to efficient battery storage or the emergence or growth of new, developing or alternative sources of generation;
|
•
|
the timing and outcome of any audits, disputes and other proceedings related to taxes;
|
•
|
the effective tax rates;
|
•
|
the effect of changes in and application of accounting standards and pronouncements; 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 Securities and Exchange Commission.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
|
$
|
7,386
|
|
|
$
|
9,226
|
|
|
$
|
8,106
|
|
Expenses
|
6,453
|
|
|
8,291
|
|
|
7,096
|
|
|||
Operating Income
|
933
|
|
|
935
|
|
|
1,010
|
|
|||
Gain (Loss) on Marketable Securities
|
(93
|
)
|
|
163
|
|
|
236
|
|
|||
Gain (Loss) on Indexed Debt Securities
|
74
|
|
|
(86
|
)
|
|
(193
|
)
|
|||
Interest and Other Finance Charges
|
(352
|
)
|
|
(353
|
)
|
|
(351
|
)
|
|||
Interest on Transition and System Restoration Bonds
|
(105
|
)
|
|
(118
|
)
|
|
(133
|
)
|
|||
Equity in Earnings (Losses) of Unconsolidated Affiliates
|
(1,633
|
)
|
|
308
|
|
|
188
|
|
|||
Other Income, net
|
46
|
|
|
36
|
|
|
24
|
|
|||
Income (Loss) Before Income Taxes
|
(1,130
|
)
|
|
885
|
|
|
781
|
|
|||
Income Tax Expense (Benefit)
|
(438
|
)
|
|
274
|
|
|
470
|
|
|||
Net Income (Loss)
|
$
|
(692
|
)
|
|
$
|
611
|
|
|
$
|
311
|
|
|
|
|
|
|
|
||||||
Basic Earnings (Loss) Per Share
|
$
|
(1.61
|
)
|
|
$
|
1.42
|
|
|
$
|
0.73
|
|
|
|
|
|
|
|
||||||
Diluted Earnings (Loss) Per Share
|
$
|
(1.61
|
)
|
|
$
|
1.42
|
|
|
$
|
0.72
|
|
•
|
a $1,941 million decrease in equity earnings of unconsolidated affiliates, which included impairment charges of $1,846 million, discussed further in Note 9 to our consolidated financial statements; and
|
•
|
a $256 million increase in the loss on our marketable securities.
|
•
|
a $712 million decrease in income tax expense;
|
•
|
a $160 million increase in the gain on our indexed debt securities;
|
•
|
a $13 million decrease in interest expense related to our transition and system restoration bonds; and
|
•
|
an $10 million increase in other income.
|
•
|
a $196 million decrease in income tax expense discussed below;
|
•
|
a $120 million increase in equity earnings of unconsolidated affiliates;
|
•
|
a $107 million decrease in the loss on our indexed debt securities;
|
•
|
a $13 million decrease in interest expense; and
|
•
|
a $12 million increase in other income.
|
•
|
a $75 million decrease in operating income (discussed below by segment); and
|
•
|
a $73 million decrease in the gain on our marketable securities.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Electric Transmission & Distribution
|
$
|
607
|
|
|
$
|
595
|
|
|
$
|
607
|
|
Natural Gas Distribution
|
273
|
|
|
287
|
|
|
263
|
|
|||
Energy Services
|
42
|
|
|
52
|
|
|
13
|
|
|||
Interstate Pipelines
|
—
|
|
|
—
|
|
|
72
|
|
|||
Field Services
|
—
|
|
|
—
|
|
|
73
|
|
|||
Other Operations
|
11
|
|
|
1
|
|
|
(18
|
)
|
|||
Total Consolidated Operating Income
|
$
|
933
|
|
|
$
|
935
|
|
|
$
|
1,010
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues:
|
(in millions, except throughput and customer data)
|
||||||||||
Electric transmission and distribution utility
|
$
|
2,364
|
|
|
$
|
2,279
|
|
|
$
|
2,063
|
|
Transition and system restoration bond companies
|
481
|
|
|
566
|
|
|
507
|
|
|||
Total revenues
|
2,845
|
|
|
2,845
|
|
|
2,570
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|||
Operation and maintenance, excluding transition and system restoration bond companies
|
1,300
|
|
|
1,251
|
|
|
1,045
|
|
|||
Depreciation and amortization, excluding transition and system restoration bond companies
|
340
|
|
|
327
|
|
|
319
|
|
|||
Taxes other than income taxes
|
222
|
|
|
224
|
|
|
225
|
|
|||
Transition and system restoration bond companies
|
376
|
|
|
448
|
|
|
374
|
|
|||
Total expenses
|
2,238
|
|
|
2,250
|
|
|
1,963
|
|
|||
Operating Income
|
$
|
607
|
|
|
$
|
595
|
|
|
$
|
607
|
|
Operating Income:
|
|
|
|
|
|
|
|||||
Electric transmission and distribution operations
|
$
|
502
|
|
|
$
|
477
|
|
|
$
|
474
|
|
Transition and system restoration bond companies (1)
|
105
|
|
|
118
|
|
|
133
|
|
|||
Total segment operating income
|
$
|
607
|
|
|
$
|
595
|
|
|
$
|
607
|
|
Throughput (in gigawatt-hours (GWh)):
|
|
|
|
|
|
|
|
|
|||
Residential
|
28,995
|
|
|
27,498
|
|
|
27,485
|
|
|||
Total
|
84,191
|
|
|
81,839
|
|
|
79,985
|
|
|||
Number of metered customers at end of period:
|
|
|
|
|
|
|
|
|
|||
Residential
|
2,079,899
|
|
|
2,033,027
|
|
|
1,982,699
|
|
|||
Total
|
2,348,517
|
|
|
2,299,247
|
|
|
2,244,289
|
|
(1)
|
Represents the amount necessary to pay interest on the transition and system restoration bonds.
|
•
|
higher transmission-related revenues of $81 million, which were partially offset by increased transmission costs billed by transmission providers of $47 million;
|
•
|
lower revenues from energy efficiency bonuses of $15 million, including a one-time energy efficiency remand bonus in 2014 of $8 million;
|
•
|
higher energy efficiency performance bonus of $15 million.
|
•
|
increased labor and support services costs of $21 million;
|
•
|
increased contracts and services of $19 million;
|
•
|
lower right-of-way revenues of $8 million;
|
•
|
increased depreciation of $8 million;
|
•
|
an adjustment to our claims liability reserve of $6 million;
|
•
|
decreased usage of $5 million, primarily due to milder weather; and
|
•
|
increased transmission costs billed by transmission providers of $168 million, which were largely offset by increased transmission-related revenues of $164 million.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions, except throughput and customer data)
|
||||||||||
Revenues
|
$
|
2,632
|
|
|
$
|
3,301
|
|
|
$
|
2,863
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|||
Natural gas
|
1,297
|
|
|
1,961
|
|
|
1,607
|
|
|||
Operation and maintenance
|
697
|
|
|
700
|
|
|
667
|
|
|||
Depreciation and amortization
|
222
|
|
|
201
|
|
|
185
|
|
|||
Taxes other than income taxes
|
143
|
|
|
152
|
|
|
141
|
|
|||
Total expenses
|
2,359
|
|
|
3,014
|
|
|
2,600
|
|
|||
Operating Income
|
$
|
273
|
|
|
$
|
287
|
|
|
$
|
263
|
|
Throughput (in Bcf):
|
|
|
|
|
|
|
|||||
Residential
|
171
|
|
|
197
|
|
|
182
|
|
|||
Commercial and industrial
|
262
|
|
|
270
|
|
|
265
|
|
|||
Total Throughput
|
433
|
|
|
467
|
|
|
447
|
|
|||
Number of customers at end of period:
|
|
|
|
|
|
|
|
||||
Residential
|
3,149,845
|
|
|
3,124,542
|
|
|
3,090,966
|
|
|||
Commercial and industrial
|
253,921
|
|
|
249,272
|
|
|
247,100
|
|
|||
Total
|
3,403,766
|
|
|
3,373,814
|
|
|
3,338,066
|
|
•
|
decreased usage of $25 million as a result of warmer weather compared to the prior year, partially mitigated by weather hedges and weather normalization adjustments;
|
•
|
higher depreciation and amortization of $22 million; and
|
•
|
increase in taxes of $2 million.
|
•
|
rate increases of $23 million;
|
•
|
increased economic activity across our footprint of $7 million, including the addition of approximately 30,000 customers; and
|
•
|
increased other revenue of $5 million.
|
•
|
increased usage of $16 million as a result of colder weather compared to the prior year, partially mitigated by weather hedges and weather normalization adjustments;
|
•
|
rate increases of $37 million; and
|
•
|
increased economic activity across our footprint of $10 million, including the addition of approximately 36,000 customers.
|
•
|
increased contractor expense of $10 million, including pipeline integrity work;
|
•
|
higher depreciation and amortization of $16 million;
|
•
|
increase in taxes of $7 million; and
|
•
|
increased other operating expenses of $6 million.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions, except throughput and customer data)
|
||||||||||
Revenues
|
$
|
1,957
|
|
|
$
|
3,179
|
|
|
$
|
2,401
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|||
Natural gas
|
1,867
|
|
|
3,073
|
|
|
2,336
|
|
|||
Operation and maintenance
|
42
|
|
|
47
|
|
|
46
|
|
|||
Depreciation and amortization
|
5
|
|
|
5
|
|
|
5
|
|
|||
Taxes other than income taxes
|
1
|
|
|
2
|
|
|
1
|
|
|||
Total expenses
|
1,915
|
|
|
3,127
|
|
|
2,388
|
|
|||
Operating Income
|
$
|
42
|
|
|
$
|
52
|
|
|
$
|
13
|
|
|
|
|
|
|
|
||||||
Mark-to-market gain (loss)
|
$
|
4
|
|
|
$
|
29
|
|
|
$
|
(2
|
)
|
|
|
|
|
|
|
||||||
Throughput (in Bcf)
|
618
|
|
|
631
|
|
|
600
|
|
|||
|
|
|
|
|
|
||||||
Number of customers at end of period (1)
|
18,099
|
|
|
17,964
|
|
|
17,510
|
|
(1)
|
These numbers do not include approximately 9,700 and 8,800 natural gas customers as of December 31, 2014 and 2013, respectively, that are under residential and small commercial choice programs invoiced by their host utility.
|
|
Year Ended
|
||
|
December 31, 2013 (1)
|
||
|
(in millions, except throughput data)
|
||
Revenues
|
$
|
186
|
|
Expenses:
|
|
|
|
Natural gas
|
35
|
|
|
Operation and maintenance
|
51
|
|
|
Depreciation and amortization
|
20
|
|
|
Taxes other than income taxes
|
8
|
|
|
Total expenses
|
114
|
|
|
Operating Income
|
$
|
72
|
|
|
|
||
Equity in earnings of unconsolidated affiliates
|
$
|
7
|
|
|
|
||
Transportation throughput (in Bcf)
|
482
|
|
|
Year Ended
|
||
|
December 31, 2013 (1)
|
||
|
(in millions, except throughput data)
|
||
Revenues
|
$
|
196
|
|
Expenses:
|
|
|
|
Natural gas
|
54
|
|
|
Operation and maintenance
|
45
|
|
|
Depreciation and amortization
|
20
|
|
|
Taxes other than income taxes
|
4
|
|
|
Total expenses
|
123
|
|
|
Operating Income
|
$
|
73
|
|
|
|
||
Gathering throughput (in Bcf)
|
252
|
|
|
Year Ended December 31,
|
||||||||||
|
2015 (2)
|
|
2014 (3)
|
|
2013 (4)
|
||||||
|
(in millions)
|
||||||||||
Enable (1)
|
$
|
(1,633
|
)
|
|
$
|
303
|
|
|
$
|
173
|
|
SESH
|
—
|
|
|
5
|
|
|
8
|
|
|||
Total
|
$
|
(1,633
|
)
|
|
$
|
308
|
|
|
$
|
181
|
|
(1)
|
These amounts include our share of Enable’s impairment of goodwill and long-lived assets and the impairment of our equity method investment in Enable totaling $1,846 million during the year ended December 31, 2015. This impairment is offset by $213 million of earnings for the year ended December 31, 2015.
|
(2)
|
We contributed our remaining 0.1% interest in SESH to Enable on June 30, 2015.
|
(3)
|
On April 16, 2014, Enable completed its initial public offering and, as a result, our limited partner interest in Enable was reduced from approximately
58.3%
to approximately
54.7%
. On May 30, 2014, we contributed to Enable our
24.95%
interest in SESH, which increased our limited partner interest in Enable from approximately
54.7%
to approximately
55.4%
and reduced our interest in SESH to 0.1%.
|
(4)
|
Represents our 58.3% limited partner interest in Enable and our 25.05% interest in SESH for the eight months ended December 31, 2013.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Revenues
|
$
|
14
|
|
|
$
|
15
|
|
|
$
|
14
|
|
Expenses
|
3
|
|
|
14
|
|
|
32
|
|
|||
Operating Income (Loss)
|
$
|
11
|
|
|
$
|
1
|
|
|
$
|
(18
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
1,865
|
|
|
$
|
1,397
|
|
|
$
|
1,613
|
|
Investing activities
|
(1,387
|
)
|
|
(1,384
|
)
|
|
(1,300
|
)
|
|||
Financing activities
|
(512
|
)
|
|
77
|
|
|
(751
|
)
|
•
|
capital expenditures of approximately $1.4 billion;
|
•
|
scheduled principal payments on transition and system restoration bonds of $391 million;
|
•
|
investment in Enable’s Series A Preferred Units of $363 million;
|
•
|
maturing senior notes of $325 million;
|
•
|
acquisition of the retail commercial and industrial businesses of Continuum for $77.5 million plus working capital;and
|
•
|
dividend payments on CenterPoint Energy common stock and interest payments on debt.
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Electric Transmission & Distribution
|
$
|
934
|
|
|
$
|
833
|
|
|
$
|
786
|
|
|
$
|
735
|
|
|
$
|
685
|
|
|
$
|
686
|
|
Natural Gas Distribution
|
601
|
|
|
485
|
|
|
470
|
|
|
435
|
|
|
430
|
|
|
430
|
|
||||||
Energy Services
|
5
|
|
|
5
|
|
|
26
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||
Other Operations
|
35
|
|
|
39
|
|
|
33
|
|
|
28
|
|
|
25
|
|
|
26
|
|
||||||
Total
|
$
|
1,575
|
|
|
$
|
1,362
|
|
|
$
|
1,315
|
|
|
$
|
1,198
|
|
|
$
|
1,141
|
|
|
$
|
1,142
|
|
Contractual Obligations
|
|
Total
|
|
2016
|
|
2017-2018
|
|
2019-2020
|
|
2021 and thereafter
|
||||||||||
|
|
(in millions)
|
||||||||||||||||||
Transition and system restoration bond debt
|
|
$
|
2,674
|
|
|
$
|
391
|
|
|
$
|
845
|
|
|
$
|
689
|
|
|
$
|
749
|
|
Other long-term debt (1)
|
|
6,648
|
|
|
325
|
|
|
1,150
|
|
|
1,135
|
|
|
4,038
|
|
|||||
Interest payments — transition and system restoration bond debt (2)
|
|
367
|
|
|
95
|
|
|
146
|
|
|
76
|
|
|
50
|
|
|||||
Interest payments — other long-term debt (2)
|
|
3,639
|
|
|
290
|
|
|
504
|
|
|
406
|
|
|
2,439
|
|
|||||
Short-term borrowings
|
|
40
|
|
|
40
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Capital leases
|
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating leases (3)
|
|
24
|
|
|
5
|
|
|
7
|
|
|
5
|
|
|
7
|
|
|||||
Benefit obligations (4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Non-trading derivative liabilities
|
|
16
|
|
|
11
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|||||
Other commodity commitments (5)
|
|
1,685
|
|
|
478
|
|
|
862
|
|
|
307
|
|
|
38
|
|
|||||
Total contractual cash obligations (6)
|
|
$
|
15,096
|
|
|
$
|
1,638
|
|
|
$
|
3,519
|
|
|
$
|
2,618
|
|
|
$
|
7,321
|
|
(1)
|
2.0% Zero-Premium Exchangeable Subordinated Notes due 2029 (ZENS) obligations are included in the
2021 and thereafter
column at their contingent principal amount as of
December 31, 2015
of $705 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 (
$805 million
as of
December 31, 2015
), 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, 2015
. 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
2016
, we are not required to make contributions to our qualified pension plan. We expect to contribute approximately
$8 million
and
$16 million
, respectively, to our non-qualified pension and postretirement benefits plans in
2016
.
|
(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 2021. We record a separate liability for the fair value of these asset retirement obligations which totaled
$195 million
as of
December 31, 2015
. See Note 3(c) to our consolidated financial statements.
|
Execution Date
|
|
Company
|
|
Size of
Facility
|
|
Amount
Utilized at
February 12, 2016 (1)
|
|
Termination Date
|
||||
|
|
|
|
(in millions)
|
|
|
||||||
September 9, 2011
|
|
CenterPoint Energy
|
|
$
|
1,200
|
|
|
$
|
826
|
|
(2)
|
September 9, 2019
|
September 9, 2011
|
|
CenterPoint Houston
|
|
300
|
|
|
204
|
|
(3)
|
September 9, 2019
|
||
September 9, 2011
|
|
CERC Corp.
|
|
600
|
|
|
18
|
|
(4)
|
September 9, 2019
|
(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, 2015
.
|
(2)
|
Represents outstanding commercial paper of $820 million and outstanding letters of credit of $6 million.
|
(3)
|
Represents outstanding letters of credit of $4 million and outstanding bank loans of $200 million.
|
(4)
|
Represents outstanding commercial paper of $16 million and outstanding letters of credit of $2 million.
|
|
|
Moody’s
|
|
S&P
|
|
Fitch
|
||||||
Company/Instrument
|
|
Rating
|
|
Outlook (1)
|
|
Rating
|
|
Outlook (2)
|
|
Rating
|
|
Outlook (3)
|
CenterPoint Energy Senior
Unsecured Debt
|
|
Baa1
|
|
Stable
|
|
BBB+
|
|
Negative
|
|
BBB
|
|
Stable
|
CenterPoint Houston Senior
Secured Debt
|
|
A1
|
|
Stable
|
|
A
|
|
Negative
|
|
A
|
|
Stable
|
CERC Corp. Senior Unsecured
Debt
|
|
Baa2
|
|
Stable
|
|
A-
|
|
Negative
|
|
BBB
|
|
Stable
|
(1)
|
A Moody’s rating outlook is an opinion regarding the likely direction of an issuer’s 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 indicates the direction a rating is likely to move over a one- to two-year period.
|
•
|
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 or in connection with the contractual obligations to a third party pursuant to which our subsidiary is their guarantor;
|
•
|
the ability of REPs, including REP affiliates of NRG and Energy Future Holdings Corp., to satisfy their 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.
|
•
|
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.
|
•
|
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.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions, except per share amounts)
|
||||||||||
Revenues
|
$
|
7,386
|
|
|
$
|
9,226
|
|
|
$
|
8,106
|
|
Expenses:
|
|
|
|
|
|
|
|
||||
Natural gas
|
3,102
|
|
|
4,921
|
|
|
3,908
|
|
|||
Operation and maintenance
|
2,007
|
|
|
1,969
|
|
|
1,847
|
|
|||
Depreciation and amortization
|
970
|
|
|
1,013
|
|
|
954
|
|
|||
Taxes other than income taxes
|
374
|
|
|
388
|
|
|
387
|
|
|||
Total
|
6,453
|
|
|
8,291
|
|
|
7,096
|
|
|||
Operating Income
|
933
|
|
|
935
|
|
|
1,010
|
|
|||
Other Income (Expense):
|
|
|
|
|
|
|
|||||
Gain (Loss) on marketable securities
|
(93
|
)
|
|
163
|
|
|
236
|
|
|||
Gain (Loss) on indexed debt securities
|
74
|
|
|
(86
|
)
|
|
(193
|
)
|
|||
Interest and other finance charges
|
(352
|
)
|
|
(353
|
)
|
|
(351
|
)
|
|||
Interest on transition and system restoration bonds
|
(105
|
)
|
|
(118
|
)
|
|
(133
|
)
|
|||
Equity in earnings (losses) of unconsolidated affiliates
|
(1,633
|
)
|
|
308
|
|
|
188
|
|
|||
Other, net
|
46
|
|
|
36
|
|
|
24
|
|
|||
Total
|
(2,063
|
)
|
|
(50
|
)
|
|
(229
|
)
|
|||
Income (Loss) Before Income Taxes
|
(1,130
|
)
|
|
885
|
|
|
781
|
|
|||
Income tax expense (benefit)
|
(438
|
)
|
|
274
|
|
|
470
|
|
|||
Net Income (Loss)
|
$
|
(692
|
)
|
|
$
|
611
|
|
|
$
|
311
|
|
|
|
|
|
|
|
||||||
Basic Earnings (Loss) Per Share
|
$
|
(1.61
|
)
|
|
$
|
1.42
|
|
|
$
|
0.73
|
|
|
|
|
|
|
|
||||||
Diluted Earnings (Loss) Per Share
|
$
|
(1.61
|
)
|
|
$
|
1.42
|
|
|
$
|
0.72
|
|
|
|
|
|
|
|
||||||
Weighted Average Shares Outstanding, Basic
|
430
|
|
|
430
|
|
|
428
|
|
|||
|
|
|
|
|
|
||||||
Weighted Average Shares Outstanding, Diluted
|
430
|
|
|
432
|
|
|
431
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Net income (loss)
|
$
|
(692
|
)
|
|
$
|
611
|
|
|
$
|
311
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|||||
Adjustment to pension and other postretirement plans (net of tax of $12, $5 and $25, respectively)
|
20
|
|
|
3
|
|
|
44
|
|
|||
Reclassification of deferred loss from cash flow hedges realized in net income (net of tax)
|
—
|
|
|
1
|
|
|
1
|
|
|||
Other comprehensive income
|
20
|
|
|
4
|
|
|
45
|
|
|||
Comprehensive income (loss)
|
$
|
(672
|
)
|
|
$
|
615
|
|
|
$
|
356
|
|
|
December 31,
2015 |
|
December 31,
2014 |
||||
|
(in millions)
|
||||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents ($264 and $290 related to VIEs, respectively)
|
$
|
264
|
|
|
$
|
298
|
|
Investment in marketable securities
|
805
|
|
|
930
|
|
||
Accounts receivable ($64 and $58 related to VIEs, respectively), less bad debt reserve of $20 and $26, respectively
|
593
|
|
|
837
|
|
||
Accrued unbilled revenues
|
279
|
|
|
357
|
|
||
Inventory
|
347
|
|
|
379
|
|
||
Non-trading derivative assets
|
89
|
|
|
99
|
|
||
Taxes receivable
|
172
|
|
|
190
|
|
||
Prepaid expense and other current assets ($35 and $47 related to VIEs, respectively)
|
140
|
|
|
178
|
|
||
Total current assets
|
2,689
|
|
|
3,268
|
|
||
Property, Plant and Equipment, net
|
11,537
|
|
|
10,502
|
|
||
Other Assets:
|
|
|
|
|
|
||
Goodwill
|
840
|
|
|
840
|
|
||
Regulatory assets ($2,373 and $2,738 related to VIEs, respectively)
|
3,129
|
|
|
3,527
|
|
||
Notes receivable - affiliated companies
|
363
|
|
|
363
|
|
||
Non-trading derivative assets
|
36
|
|
|
32
|
|
||
Investment in unconsolidated affiliates
|
2,594
|
|
|
4,521
|
|
||
Other
|
146
|
|
|
147
|
|
||
Total other assets
|
7,108
|
|
|
9,430
|
|
||
Total Assets
|
$
|
21,334
|
|
|
$
|
23,200
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current Liabilities:
|
|
|
|
|
|
||
Short-term borrowings
|
$
|
40
|
|
|
$
|
53
|
|
Current portion of VIE transition and system restoration bonds long-term debt
|
391
|
|
|
372
|
|
||
Indexed debt
|
154
|
|
|
152
|
|
||
Current portion of other long-term debt
|
328
|
|
|
271
|
|
||
Indexed debt securities derivative
|
442
|
|
|
541
|
|
||
Accounts payable
|
483
|
|
|
716
|
|
||
Taxes accrued
|
158
|
|
|
161
|
|
||
Interest accrued
|
117
|
|
|
124
|
|
||
Non-trading derivative liabilities
|
11
|
|
|
19
|
|
||
Other
|
343
|
|
|
383
|
|
||
Total current liabilities
|
2,467
|
|
|
2,792
|
|
||
Other Liabilities:
|
|
|
|
|
|
||
Deferred income taxes, net
|
5,047
|
|
|
5,440
|
|
||
Non-trading derivative liabilities
|
5
|
|
|
1
|
|
||
Benefit obligations
|
904
|
|
|
953
|
|
||
Regulatory liabilities
|
1,276
|
|
|
1,206
|
|
||
Other
|
273
|
|
|
251
|
|
||
Total other liabilities
|
7,505
|
|
|
7,851
|
|
||
Long-term Debt:
|
|
|
|
|
|
||
VIE transition and system restoration bonds
|
2,283
|
|
|
2,674
|
|
||
Other long-term debt
|
5,618
|
|
|
5,335
|
|
||
Total long-term debt
|
7,901
|
|
|
8,009
|
|
||
Commitments and Contingencies (Note 14)
|
|
|
|
|
|||
Shareholders’ Equity
|
3,461
|
|
|
4,548
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
21,334
|
|
|
$
|
23,200
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(692
|
)
|
|
$
|
611
|
|
|
$
|
311
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
|||||
Depreciation and amortization
|
970
|
|
|
1,013
|
|
|
954
|
|
|||
Amortization of deferred financing costs
|
27
|
|
|
28
|
|
|
30
|
|
|||
Deferred income taxes
|
(413
|
)
|
|
280
|
|
|
356
|
|
|||
Unrealized loss (gain) on marketable securities
|
93
|
|
|
(163
|
)
|
|
(236
|
)
|
|||
Loss (gain) on indexed debt securities
|
(74
|
)
|
|
86
|
|
|
193
|
|
|||
Write-down of natural gas inventory
|
4
|
|
|
8
|
|
|
4
|
|
|||
Equity in (earnings) losses of unconsolidated affiliates, net of distributions
|
1,779
|
|
|
(2
|
)
|
|
(58
|
)
|
|||
Pension contributions
|
(66
|
)
|
|
(97
|
)
|
|
(91
|
)
|
|||
Changes in other assets and liabilities:
|
|
|
|
|
|
|
|
|
|||
Accounts receivable and unbilled revenues, net
|
345
|
|
|
39
|
|
|
(256
|
)
|
|||
Inventory
|
28
|
|
|
(102
|
)
|
|
(22
|
)
|
|||
Taxes receivable
|
18
|
|
|
(190
|
)
|
|
7
|
|
|||
Accounts payable
|
(224
|
)
|
|
(3
|
)
|
|
152
|
|
|||
Fuel cost recovery
|
43
|
|
|
(41
|
)
|
|
108
|
|
|||
Non-trading derivatives, net
|
(7
|
)
|
|
(34
|
)
|
|
4
|
|
|||
Margin deposits, net
|
(4
|
)
|
|
(79
|
)
|
|
16
|
|
|||
Interest and taxes accrued
|
(10
|
)
|
|
(23
|
)
|
|
41
|
|
|||
Net regulatory assets and liabilities
|
63
|
|
|
22
|
|
|
61
|
|
|||
Other current assets
|
10
|
|
|
1
|
|
|
(2
|
)
|
|||
Other current liabilities
|
(50
|
)
|
|
(20
|
)
|
|
21
|
|
|||
Other assets
|
(5
|
)
|
|
9
|
|
|
(24
|
)
|
|||
Other liabilities
|
8
|
|
|
41
|
|
|
20
|
|
|||
Other, net
|
22
|
|
|
13
|
|
|
24
|
|
|||
Net cash provided by operating activities
|
1,865
|
|
|
1,397
|
|
|
1,613
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|||
Capital expenditures
|
(1,584
|
)
|
|
(1,372
|
)
|
|
(1,286
|
)
|
|||
Distributions from unconsolidated affiliates in excess of cumulative earnings
|
148
|
|
|
—
|
|
|
—
|
|
|||
Decrease (increase) in restricted cash of transition and system restoration bond companies
|
12
|
|
|
(7
|
)
|
|
17
|
|
|||
Investment in unconsolidated affiliates
|
—
|
|
|
(1
|
)
|
|
—
|
|
|||
Cash contribution to Enable
|
—
|
|
|
—
|
|
|
(38
|
)
|
|||
Proceeds from sale of marketable securities
|
32
|
|
|
—
|
|
|
9
|
|
|||
Other, net
|
5
|
|
|
(4
|
)
|
|
(2
|
)
|
|||
Net cash used in investing activities
|
(1,387
|
)
|
|
(1,384
|
)
|
|
(1,300
|
)
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|||
Increase (decrease) in short-term borrowings, net
|
(13
|
)
|
|
10
|
|
|
5
|
|
|||
Proceeds from commercial paper, net
|
403
|
|
|
414
|
|
|
118
|
|
|||
Proceeds from long-term debt
|
—
|
|
|
600
|
|
|
1,050
|
|
|||
Payments of long-term debt
|
(644
|
)
|
|
(537
|
)
|
|
(1,573
|
)
|
|||
Long-term revolving credit facility
|
200
|
|
|
—
|
|
|
—
|
|
|||
Cash paid for debt exchange and debt retirement
|
—
|
|
|
(1
|
)
|
|
(7
|
)
|
|||
Debt issuance costs
|
—
|
|
|
(8
|
)
|
|
(3
|
)
|
|||
Redemption of indexed debt securities
|
—
|
|
|
—
|
|
|
(8
|
)
|
|||
Payment of common stock dividends
|
(426
|
)
|
|
(408
|
)
|
|
(355
|
)
|
|||
Proceeds from issuance of common stock, net
|
—
|
|
|
1
|
|
|
4
|
|
|||
Distribution to ZENS holders
|
(32
|
)
|
|
—
|
|
|
—
|
|
|||
Other, net
|
—
|
|
|
6
|
|
|
18
|
|
|||
Net cash provided by (used in) financing activities
|
(512
|
)
|
|
77
|
|
|
(751
|
)
|
|||
Net Increase (Decrease) in Cash and Cash Equivalents
|
(34
|
)
|
|
90
|
|
|
(438
|
)
|
|||
Cash and Cash Equivalents at Beginning of Year
|
298
|
|
|
208
|
|
|
646
|
|
|||
Cash and Cash Equivalents at End of Year
|
$
|
264
|
|
|
$
|
298
|
|
|
$
|
208
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
|
|
|
|
|
|||
Cash Payments:
|
|
|
|
|
|
|
|
|
|||
Interest, net of capitalized interest
|
$
|
426
|
|
|
$
|
434
|
|
|
$
|
475
|
|
Income taxes (refunds), net
|
(45
|
)
|
|
192
|
|
|
35
|
|
|||
Non-cash transactions:
|
|
|
|
|
|
|
|
||||
Accounts payable related to capital expenditures
|
95
|
|
|
104
|
|
|
74
|
|
|||
Formation of Enable
|
—
|
|
|
—
|
|
|
4,252
|
|
|||
Exercise of SESH put to Enable
|
1
|
|
|
196
|
|
|
—
|
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
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
|
430
|
|
|
4
|
|
|
429
|
|
|
4
|
|
|
428
|
|
|
4
|
|
|||
Issuances related to benefit and investment plans
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|||
Balance, end of year
|
430
|
|
|
4
|
|
|
430
|
|
|
4
|
|
|
429
|
|
|
4
|
|
|||
Additional Paid-in-Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balance, beginning of year
|
|
|
4,169
|
|
|
|
|
|
4,157
|
|
|
|
|
4,130
|
|
|||||
Issuances related to benefit and investment plans
|
|
|
11
|
|
|
|
|
|
12
|
|
|
|
|
27
|
|
|||||
Balance, end of year
|
|
|
4,180
|
|
|
|
|
|
4,169
|
|
|
|
|
4,157
|
|
|||||
Retained Earnings (Accumulated Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance, beginning of year
|
|
|
461
|
|
|
|
|
|
258
|
|
|
|
|
302
|
|
|||||
Net income (loss)
|
|
|
(692
|
)
|
|
|
|
|
611
|
|
|
|
|
311
|
|
|||||
Common stock dividends
|
|
|
(426
|
)
|
|
|
|
|
(408
|
)
|
|
|
|
(355
|
)
|
|||||
Balance, end of year
|
|
|
(657
|
)
|
|
|
|
|
461
|
|
|
|
|
258
|
|
|||||
Accumulated Other Comprehensive Loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance, end of year:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Adjustment to pension and postretirement plans
|
|
|
(65
|
)
|
|
|
|
|
(85
|
)
|
|
|
|
(88
|
)
|
|||||
Net deferred loss from cash flow hedges
|
|
|
(1
|
)
|
|
|
|
|
(1
|
)
|
|
|
|
(2
|
)
|
|||||
Total accumulated other comprehensive loss, end of year
|
|
|
(66
|
)
|
|
|
|
|
(86
|
)
|
|
|
|
(90
|
)
|
|||||
Total Shareholders’ Equity
|
|
|
$
|
3,461
|
|
|
|
|
|
$
|
4,548
|
|
|
|
|
$
|
4,329
|
|
•
|
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 (NGD). 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, 2015
, CERC Corp. also owned approximately
55.4%
of the limited partner interests in Enable, which owns, operates and develops natural gas and crude oil infrastructure assets.
|
(a)
|
Use of Estimates
|
(b)
|
Principles of Consolidation
|
(c)
|
Revenues
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Materials and supplies
|
$
|
179
|
|
|
$
|
168
|
|
Natural gas
|
168
|
|
|
211
|
|
||
Total inventory
|
$
|
347
|
|
|
$
|
379
|
|
|
Weighted Average
Useful Lives
|
|
December 31,
|
|
||||||
|
(Years)
|
|
2015
|
|
2014
|
|
||||
|
|
|
(in millions)
|
|
||||||
Electric Transmission & Distribution
|
31
|
|
$
|
10,142
|
|
|
$
|
9,393
|
|
|
Natural Gas Distribution
|
32
|
|
5,762
|
|
|
5,235
|
|
|
||
Energy Services
|
27
|
|
86
|
|
|
84
|
|
|
||
Other property
|
24
|
|
660
|
|
|
646
|
|
|
||
Total
|
|
|
16,650
|
|
|
15,358
|
|
|
||
Accumulated depreciation and amortization:
|
|
|
|
|
|
|
|
|||
Electric Transmission & Distribution
|
|
|
3,209
|
|
|
3,050
|
|
|
||
Natural Gas Distribution
|
|
|
1,575
|
|
|
1,493
|
|
|
||
Energy Services
|
|
|
34
|
|
|
31
|
|
|
||
Other property
|
|
|
295
|
|
|
282
|
|
|
||
Total accumulated depreciation and amortization
|
|
|
5,113
|
|
|
4,856
|
|
|
||
Property, plant and equipment, net
|
|
|
$
|
11,537
|
|
|
$
|
10,502
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Depreciation expense
|
$
|
557
|
|
|
$
|
521
|
|
|
$
|
531
|
|
Amortization expense
|
413
|
|
|
492
|
|
|
423
|
|
|||
Total depreciation and amortization expense
|
$
|
970
|
|
|
$
|
1,013
|
|
|
$
|
954
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Beginning balance
|
$
|
176
|
|
|
$
|
134
|
|
Accretion expense
|
6
|
|
|
5
|
|
||
Revisions in estimates of cash flows
|
13
|
|
|
37
|
|
||
Ending balance
|
$
|
195
|
|
|
$
|
176
|
|
(1)
|
Amounts presented are net of accumulated goodwill impairment charge of
$252 million
.
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Securitized regulatory assets
|
$
|
2,373
|
|
|
$
|
2,738
|
|
Unrecognized equity return (1)
|
(393
|
)
|
|
(442
|
)
|
||
Unamortized loss on reacquired debt
|
93
|
|
|
104
|
|
||
Pension and postretirement-related regulatory asset (2)
|
872
|
|
|
922
|
|
||
Other long-term regulatory assets (3)
|
184
|
|
|
205
|
|
||
Total regulatory assets
|
3,129
|
|
|
3,527
|
|
||
|
|
|
|
||||
Estimated removal costs
|
980
|
|
|
958
|
|
||
Other long-term regulatory liabilities
|
296
|
|
|
248
|
|
||
Total regulatory liabilities
|
1,276
|
|
|
1,206
|
|
||
|
|
|
|
||||
Total regulatory assets and liabilities, net
|
$
|
1,853
|
|
|
$
|
2,321
|
|
(1)
|
As of
December 31, 2015
, CenterPoint Energy has not recognized an allowed equity return of
$393 million
because such return will be recognized as it is recovered in rates through 2024. During the years ended
December 31, 2015
,
2014
and
2013
, CenterPoint Houston recognized approximately
$49 million
,
$68 million
and
$45 million
, respectively, of the allowed equity return. The timing of CenterPoint Energy’s recognition of the allowed equity return will vary each period based on amounts actually collected during the period. The actual amounts recovered for the allowed equity return are reviewed and adjusted at least annually by the Texas Utility Commission to correct any over-collections or under-collections during the preceding 12 months and to provide for the full and timely recovery of the allowed equity return.
|
(2)
|
NGD’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
as of
December 31, 2015
were not earning a return.
|
(3)
|
Other regulatory assets that are not earning a return were not material as of
December 31, 2015
and
2014
.
|
|
Outstanding and Non-Vested Shares
|
|||||||||||
|
Year Ended December 31, 2015
|
|||||||||||
|
Shares
(Thousands)
|
|
Weighted-Average
Grant Date
Fair Value
|
|
Remaining Average
Contractual
Life (Years)
|
|
Aggregate
Intrinsic
Value (Millions)
|
|||||
Outstanding as of December 31, 2014
|
2,460
|
|
|
$
|
21.26
|
|
|
|
|
|
||
Granted
|
1,158
|
|
|
21.28
|
|
|
|
|
|
|||
Forfeited or canceled
|
(592
|
)
|
|
19.89
|
|
|
|
|
|
|||
Vested and released to participants
|
(398
|
)
|
|
18.79
|
|
|
|
|
|
|||
Outstanding as of December 31, 2015
|
2,628
|
|
|
21.95
|
|
|
1.2
|
|
$
|
28
|
|
|
Outstanding and Non-Vested Shares
|
|||||||||||
|
Year Ended December 31, 2015
|
|||||||||||
|
Shares
(Thousands)
|
|
Weighted-Average
Grant Date
Fair Value
|
|
Remaining Average
Contractual
Life (Years)
|
|
Aggregate
Intrinsic
Value (Millions)
|
|||||
Outstanding as of December 31, 2014
|
723
|
|
|
$
|
21.41
|
|
|
|
|
|
||
Granted
|
376
|
|
|
21.39
|
|
|
|
|
|
|||
Forfeited or canceled
|
(53
|
)
|
|
22.40
|
|
|
|
|
|
|||
Vested and released to participants
|
(299
|
)
|
|
20.08
|
|
|
|
|
|
|||
Outstanding as of December 31, 2015
|
747
|
|
|
21.86
|
|
|
1.1
|
|
$
|
14
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Performance awards
|
$
|
21.28
|
|
|
$
|
23.70
|
|
|
$
|
20.67
|
|
Stock awards
|
21.39
|
|
|
23.89
|
|
|
21.53
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Stock options exercised
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
4
|
|
Performance awards
|
9
|
|
|
24
|
|
|
20
|
|
|||
Stock awards
|
7
|
|
|
10
|
|
|
10
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||
|
Pension
Benefits |
|
Post-retirement
Benefits |
|
Pension
Benefits
|
|
Post-retirement
Benefits
|
|
Pension
Benefits
|
|
Post-retirement
Benefits
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Service cost
|
$
|
41
|
|
|
$
|
2
|
|
|
$
|
42
|
|
|
$
|
2
|
|
|
$
|
44
|
|
|
$
|
2
|
|
Interest cost
|
93
|
|
|
20
|
|
|
100
|
|
|
22
|
|
|
90
|
|
|
20
|
|
||||||
Expected return on plan assets
|
(120
|
)
|
|
(7
|
)
|
|
(125
|
)
|
|
(7
|
)
|
|
(135
|
)
|
|
(7
|
)
|
||||||
Amortization of prior service cost (credit)
|
9
|
|
|
(1
|
)
|
|
10
|
|
|
(1
|
)
|
|
10
|
|
|
1
|
|
||||||
Amortization of net loss
|
57
|
|
|
5
|
|
|
44
|
|
|
1
|
|
|
63
|
|
|
6
|
|
||||||
Amortization of transition obligation
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
7
|
|
||||||
Curtailment (1)
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Settlement (2)
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic cost
|
$
|
90
|
|
|
$
|
19
|
|
|
$
|
77
|
|
|
$
|
22
|
|
|
$
|
72
|
|
|
$
|
29
|
|
(1)
|
During the fourth quarter of 2014, CenterPoint Energy recognized a curtailment pension loss of
$6 million
related to employees seconded to Enable. Substantially all of the seconded employees became employees of Enable effective January 1, 2015.
|
(2)
|
A one-time, non-cash settlement charge is required when lump sum distributions or other settlements of plan benefit obligations during a plan year exceed the service cost and interest cost components of net periodic cost for that year. Due to the amount of lump sum payment distributions from the non-qualified pension plan during the year ended December 31, 2015, CenterPoint Energy recognized a non-cash settlement charge of
$10 million
. This charge is an acceleration of costs that would otherwise be recognized in future periods.
|
|
Year Ended December 31,
|
||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||||||||
|
Pension
Benefits |
|
Post-retirement
Benefits |
|
Pension
Benefits
|
|
Post-retirement
Benefits
|
|
Pension
Benefits |
|
Post-retirement
Benefits |
||||||
Discount rate
|
4.05
|
%
|
|
3.90
|
%
|
|
4.80
|
%
|
|
4.75
|
%
|
|
4.00
|
%
|
|
3.90
|
%
|
Expected return on plan assets
|
6.50
|
|
|
5.20
|
|
|
7.00
|
|
|
5.50
|
|
|
8.00
|
|
|
5.50
|
|
Rate of increase in compensation levels
|
4.00
|
|
|
—
|
|
|
3.90
|
|
|
—
|
|
|
4.00
|
|
|
—
|
|
|
December 31,
|
||||||||||||||
|
2015
|
|
2014
|
||||||||||||
|
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
|
$
|
2,403
|
|
|
$
|
529
|
|
|
$
|
2,153
|
|
|
$
|
476
|
|
Service cost
|
41
|
|
|
2
|
|
|
42
|
|
|
2
|
|
||||
Interest cost
|
93
|
|
|
20
|
|
|
100
|
|
|
22
|
|
||||
Participant contributions
|
—
|
|
|
8
|
|
|
—
|
|
|
7
|
|
||||
Benefits paid
|
(234
|
)
|
|
(32
|
)
|
|
(156
|
)
|
|
(32
|
)
|
||||
Actuarial (gain) loss
|
(115
|
)
|
|
(87
|
)
|
|
264
|
|
|
52
|
|
||||
Medicare reimbursement
|
—
|
|
|
2
|
|
|
—
|
|
|
3
|
|
||||
Plan amendment
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
1
|
|
||||
Settlement
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Curtailment
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||
Benefit obligation, end of year
|
2,193
|
|
|
432
|
|
|
2,403
|
|
|
529
|
|
||||
Change in Plan Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of plan assets, beginning of year
|
1,925
|
|
|
141
|
|
|
1,803
|
|
|
140
|
|
||||
Employer contributions
|
66
|
|
|
18
|
|
|
97
|
|
|
18
|
|
||||
Participant contributions
|
—
|
|
|
8
|
|
|
—
|
|
|
7
|
|
||||
Benefits paid
|
(234
|
)
|
|
(32
|
)
|
|
(156
|
)
|
|
(32
|
)
|
||||
Actual investment return (loss)
|
(78
|
)
|
|
1
|
|
|
181
|
|
|
8
|
|
||||
Fair value of plan assets, end of year
|
1,679
|
|
|
136
|
|
|
1,925
|
|
|
141
|
|
||||
Funded status, end of year
|
$
|
(514
|
)
|
|
$
|
(296
|
)
|
|
$
|
(478
|
)
|
|
$
|
(388
|
)
|
Amounts Recognized in Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
||||
Current liabilities-other
|
$
|
(8
|
)
|
|
$
|
(8
|
)
|
|
$
|
(31
|
)
|
|
$
|
(9
|
)
|
Other liabilities-benefit obligations
|
(506
|
)
|
|
(288
|
)
|
|
(447
|
)
|
|
(379
|
)
|
||||
Net liability, end of year
|
$
|
(514
|
)
|
|
$
|
(296
|
)
|
|
$
|
(478
|
)
|
|
$
|
(388
|
)
|
Actuarial Assumptions
|
|
|
|
|
|
|
|
|
|
|
|
||||
Discount rate
|
4.40
|
%
|
|
4.35
|
%
|
|
4.05
|
%
|
|
3.90
|
%
|
||||
Expected return on plan assets
|
6.25
|
|
|
4.80
|
|
|
6.50
|
|
|
5.20
|
|
||||
Rate of increase in compensation levels
|
4.15
|
|
|
—
|
|
|
4.00
|
|
|
—
|
|
||||
Healthcare cost trend rate assumed for the next year - Pre-65
|
—
|
|
|
6.00
|
|
|
—
|
|
|
7.25
|
|
||||
Healthcare cost trend rate assumed for the next year - Post-65
|
—
|
|
|
5.50
|
|
|
—
|
|
|
8.50
|
|
||||
Prescription drug cost trend rate assumed for the next year
|
—
|
|
|
11.00
|
|
|
—
|
|
|
6.50
|
|
||||
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
—
|
|
|
5.00
|
|
|
—
|
|
|
5.00
|
|
||||
Year that the healthcare rate reaches the ultimate trend rate
|
—
|
|
|
2024
|
|
|
—
|
|
|
2024
|
|
||||
Year that the prescription drug rate reaches the ultimate trend rate
|
—
|
|
|
2024
|
|
|
—
|
|
|
2024
|
|
|
Year Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Beginning Balance
|
$
|
(85
|
)
|
|
$
|
(88
|
)
|
Other comprehensive income (loss) before reclassifications (1)
|
21
|
|
|
(3
|
)
|
||
Amounts reclassified from accumulated other comprehensive income:
|
|
|
|
||||
Prior service cost (2)
|
1
|
|
|
2
|
|
||
Actuarial losses (2)
|
10
|
|
|
9
|
|
||
Total reclassifications from accumulated other comprehensive income
|
11
|
|
|
11
|
|
||
Tax expense
|
(12
|
)
|
|
(5
|
)
|
||
Net current period other comprehensive income
|
20
|
|
|
3
|
|
||
Ending Balance
|
$
|
(65
|
)
|
|
$
|
(85
|
)
|
(1)
|
Total other comprehensive income (loss) 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,
|
||||||||||||||
|
2015
|
|
2014
|
||||||||||||
|
Pension
Benefits
|
|
Postretirement
Benefits
|
|
Pension
Benefits
|
|
Postretirement
Benefits
|
||||||||
|
(in millions)
|
||||||||||||||
Unrecognized actuarial loss (gain)
|
$
|
106
|
|
|
$
|
(2
|
)
|
|
$
|
113
|
|
|
$
|
14
|
|
Unrecognized prior service cost (credit)
|
3
|
|
|
(1
|
)
|
|
4
|
|
|
2
|
|
||||
Net amount recognized in accumulated other comprehensive loss
|
$
|
109
|
|
|
$
|
(3
|
)
|
|
$
|
117
|
|
|
$
|
16
|
|
|
Pension
Benefits
|
|
Postretirement
Benefits
|
||||
|
(in millions)
|
||||||
Net gain
|
$
|
—
|
|
|
$
|
18
|
|
Amortization of net loss
|
7
|
|
|
1
|
|
||
Amortization of prior service credit
|
1
|
|
|
—
|
|
||
Total recognized in comprehensive income
|
$
|
8
|
|
|
$
|
19
|
|
|
Pension
Benefits
|
|
Postretirement
Benefits
|
||||
|
(in millions)
|
||||||
Unrecognized actuarial loss
|
$
|
7
|
|
|
$
|
—
|
|
Unrecognized prior service cost
|
1
|
|
|
—
|
|
||
Amounts in accumulated comprehensive loss to be recognized in net periodic cost in 2016
|
$
|
8
|
|
|
$
|
—
|
|
|
December 31,
|
||||||||||||||
|
2015
|
|
2014
|
||||||||||||
|
Pension
Qualified
|
|
Pension
Non-qualified
|
|
Pension
Qualified
|
|
Pension
Non-qualified
|
||||||||
|
(in millions)
|
||||||||||||||
Accumulated benefit obligation
|
$
|
2,082
|
|
|
$
|
75
|
|
|
$
|
2,273
|
|
|
$
|
98
|
|
Projected benefit obligation
|
2,118
|
|
|
75
|
|
|
2,304
|
|
|
98
|
|
||||
Fair value of plan assets
|
1,679
|
|
|
—
|
|
|
1,925
|
|
|
—
|
|
|
1%
Increase
|
|
1%
Decrease
|
||||
|
(in millions)
|
||||||
Effect on the postretirement benefit obligation
|
$
|
12
|
|
|
$
|
10
|
|
Effect on total of service and interest cost
|
1
|
|
|
1
|
|
|
Pension
Benefits
|
|
Postretirement
Benefits
|
|
U.S. equity
|
12 – 28%
|
|
14 – 24%
|
|
International developed market equity
|
7 – 17%
|
|
3 – 13%
|
|
Emerging market equity
|
3 – 13%
|
|
—
|
|
Fixed income
|
54 – 66%
|
|
68 – 78%
|
|
Cash
|
0 – 2%
|
|
0 – 2%
|
|
|
Fair Value Measurements as of December 31, 2015
|
||||||||||||||
|
Total
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
(in millions)
|
||||||||||||||
Cash
|
$
|
11
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Common collective trust funds (1)
|
896
|
|
|
—
|
|
|
896
|
|
|
—
|
|
||||
Corporate bonds:
|
|
|
|
|
|
|
|
|
|
|
|||||
Investment grade or above
|
385
|
|
|
—
|
|
|
385
|
|
|
—
|
|
||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
International companies
|
38
|
|
|
38
|
|
|
—
|
|
|
—
|
|
||||
U.S. companies
|
74
|
|
|
74
|
|
|
—
|
|
|
—
|
|
||||
Cash received as collateral from securities lending
|
71
|
|
|
71
|
|
|
—
|
|
|
—
|
|
||||
U.S. treasuries
|
57
|
|
|
57
|
|
|
—
|
|
|
—
|
|
||||
Mortgage backed securities
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
||||
Asset backed securities
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
||||
Municipal bonds
|
66
|
|
|
—
|
|
|
66
|
|
|
—
|
|
||||
Mutual funds (2)
|
144
|
|
|
144
|
|
|
—
|
|
|
—
|
|
||||
International government bonds
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Obligation to return cash received as collateral from securities lending
|
(71
|
)
|
|
(71
|
)
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
1,679
|
|
|
$
|
324
|
|
|
$
|
1,355
|
|
|
$
|
—
|
|
(1)
|
60%
of the amount invested in common collective trust funds was in fixed income securities,
11%
was in U.S. equities,
23%
was in international equities and
2%
was in emerging market equities.
|
(2)
|
58%
of the amount invested in mutual funds was in international equities,
28%
was in emerging market equities and
14%
was in U.S. equities.
|
|
Fair Value Measurements as of December 31, 2014
|
||||||||||||||
|
Total
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
(in millions)
|
||||||||||||||
Cash
|
$
|
6
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Common collective trust funds (1)
|
1,108
|
|
|
—
|
|
|
1,108
|
|
|
—
|
|
||||
Corporate bonds:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investment grade or above
|
368
|
|
|
—
|
|
|
368
|
|
|
—
|
|
||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
International companies
|
49
|
|
|
49
|
|
|
—
|
|
|
—
|
|
||||
U.S. companies
|
83
|
|
|
83
|
|
|
—
|
|
|
—
|
|
||||
Cash received as collateral from securities lending
|
86
|
|
|
86
|
|
|
—
|
|
|
—
|
|
||||
U.S. treasuries
|
47
|
|
|
47
|
|
|
—
|
|
|
—
|
|
||||
Mortgage backed securities
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
||||
Asset backed securities
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
||||
Municipal bonds
|
79
|
|
|
—
|
|
|
79
|
|
|
—
|
|
||||
Mutual funds (2)
|
161
|
|
|
161
|
|
|
—
|
|
|
—
|
|
||||
International government bonds
|
15
|
|
|
—
|
|
|
15
|
|
|
—
|
|
||||
Real estate
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Obligation to return cash received as collateral from securities lending
|
(86
|
)
|
|
(86
|
)
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
1,925
|
|
|
$
|
346
|
|
|
$
|
1,578
|
|
|
$
|
1
|
|
(1)
|
61%
of the amount invested in common collective trust funds was in fixed income securities,
14%
was in U.S. equities,
22%
was in international equities and
3%
was in emerging market equities.
|
(2)
|
57%
of the amount invested in mutual funds was in international equities,
30%
was in emerging market equities and
13%
was in U.S. equities.
|
|
Fair Value Measurements as of December 31, 2015
|
||||||||||||||
|
Total
|
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
(in millions)
|
||||||||||||||
Mutual funds (1)
|
$
|
136
|
|
|
$
|
136
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total
|
$
|
136
|
|
|
$
|
136
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
72%
of the amount invested in mutual funds was in fixed income securities,
20%
was in U.S. equities and
8%
was in international equities.
|
|
Fair Value Measurements as of December 31, 2014
|
||||||||||||||
|
Total
|
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
(in millions)
|
||||||||||||||
Mutual funds (1)
|
$
|
141
|
|
|
$
|
141
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total
|
$
|
141
|
|
|
$
|
141
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
73%
of the amount invested in mutual funds was in fixed income securities,
19%
was in U.S. equities and
8%
was in international equities.
|
|
|
|
Postretirement Benefit Plan
|
||||||||
|
Pension
Benefits
|
|
Benefit
Payments
|
|
Medicare
Subsidy
Receipts
|
||||||
|
(in millions)
|
||||||||||
2016
|
$
|
139
|
|
|
$
|
32
|
|
|
$
|
(4
|
)
|
2017
|
144
|
|
|
34
|
|
|
(4
|
)
|
|||
2018
|
155
|
|
|
35
|
|
|
(5
|
)
|
|||
2019
|
157
|
|
|
37
|
|
|
(6
|
)
|
|||
2020
|
163
|
|
|
38
|
|
|
(6
|
)
|
|||
2021-2025
|
822
|
|
|
203
|
|
|
(41
|
)
|
Fair Value of Derivative Instruments
|
||||||||||
|
|
December 31, 2015
|
||||||||
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
|
|
$
|
90
|
|
|
$
|
2
|
|
Natural gas derivatives (1) (2) (3)
|
|
Other Assets: Non-trading derivative assets
|
|
36
|
|
|
—
|
|
||
Natural gas derivatives (1) (2) (3)
|
|
Current Liabilities: Non-trading derivative liabilities
|
|
10
|
|
|
60
|
|
||
Natural gas derivatives (1) (2) (3)
|
|
Other Liabilities: Non-trading derivative liabilities
|
|
4
|
|
|
25
|
|
||
Indexed debt securities derivative
|
|
Current Liabilities
|
|
—
|
|
|
442
|
|
||
Total
|
|
$
|
140
|
|
|
$
|
529
|
|
(1)
|
The fair value shown for natural gas contracts is comprised of derivative gross volumes totaling
767
billion cubic feet (Bcf) or a net
112
Bcf long position. Of the net long position, basis swaps constitute
133
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
$109 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
$56 million
.
|
(3)
|
Derivative Assets and Derivative Liabilities include no material amounts related to physical forward transactions with Enable.
|
(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, 2014
|
||||||||
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
|
|
$
|
101
|
|
|
$
|
1
|
|
Natural gas derivatives (1) (2) (3)
|
|
Other Assets: Non-trading derivative assets
|
|
32
|
|
|
—
|
|
||
Natural gas derivatives (1) (2) (3)
|
|
Current Liabilities: Non-trading derivative liabilities
|
|
14
|
|
|
83
|
|
||
Natural gas derivatives (1) (2) (3)
|
|
Other Liabilities: Non-trading derivative liabilities
|
|
2
|
|
|
18
|
|
||
Indexed debt securities derivative
|
|
Current Liabilities
|
|
—
|
|
|
541
|
|
||
Total
|
|
$
|
149
|
|
|
$
|
643
|
|
(1)
|
The fair value shown for natural gas contracts is comprised of derivative gross volumes totaling
804
Bcf or a net
60
Bcf long position. Of the net long position, basis swaps constitute
127
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
$111 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
$64 million
.
|
(3)
|
Derivative Assets and Derivative Liabilities include no material amounts related to physical forward transactions with Enable.
|
(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
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
(in millions)
|
||||||||||
Natural gas derivatives
|
|
Gains in Revenue
|
|
$
|
134
|
|
|
$
|
35
|
|
|
$
|
11
|
|
Natural gas derivatives (1)
|
|
Gains (Losses) in Expense: Natural Gas
|
|
(105
|
)
|
|
11
|
|
|
10
|
|
|||
Indexed debt securities derivative
|
|
Gains (Losses) in Other Income (Expense)
|
|
74
|
|
|
(86
|
)
|
|
(193
|
)
|
|||
Total
|
|
$
|
103
|
|
|
$
|
(40
|
)
|
|
$
|
(172
|
)
|
(1)
|
The Gains (Losses) in Expense: Natural Gas includes
$-0-
and
$2 million
during the years ended
December 31, 2015
and
2014
, respectively, related to physical forwards purchased from Enable.
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||
|
Investment
Grade(1)
|
|
Total
|
|
Investment
Grade(1)
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Energy marketers
|
$
|
4
|
|
|
$
|
10
|
|
|
$
|
2
|
|
|
$
|
4
|
|
End users (2)
|
2
|
|
|
115
|
|
|
2
|
|
|
127
|
|
||||
Total
|
$
|
6
|
|
|
$
|
125
|
|
|
$
|
4
|
|
|
$
|
131
|
|
(1)
|
“Investment grade” is primarily determined using publicly available credit ratings and considers 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 considers contractual rights and restrictions and collateral.
|
(2)
|
End users are comprised primarily of customers who have contracted to fix the price of a portion of their physical gas requirements for future periods.
|
|
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 as of December 31, 2015
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Corporate equities
|
$
|
807
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
807
|
|
Investments, including money market funds
|
53
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53
|
|
|||||
Natural gas derivatives (2)
|
4
|
|
|
115
|
|
|
21
|
|
|
(15
|
)
|
|
125
|
|
|||||
Total assets
|
$
|
864
|
|
|
$
|
115
|
|
|
$
|
21
|
|
|
$
|
(15
|
)
|
|
$
|
985
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Indexed debt securities derivative
|
$
|
—
|
|
|
$
|
442
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
442
|
|
Natural gas derivatives (2)
|
13
|
|
|
65
|
|
|
9
|
|
|
(71
|
)
|
|
16
|
|
|||||
Total liabilities
|
$
|
13
|
|
|
$
|
507
|
|
|
$
|
9
|
|
|
$
|
(71
|
)
|
|
$
|
458
|
|
(1)
|
Amounts represent the impact of legally enforceable master netting arrangements that allow CenterPoint Energy to settle positive and negative positions and also include cash collateral of
$56 million
posted with the same counterparties.
|
(2)
|
Natural gas derivatives include no material amounts related to physical forward transactions with 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 as of December 31, 2014
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Corporate equities
|
$
|
932
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
932
|
|
Investments, including money market funds
|
54
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54
|
|
|||||
Natural gas derivatives (2)
|
7
|
|
|
122
|
|
|
20
|
|
|
(18
|
)
|
|
131
|
|
|||||
Total assets
|
$
|
993
|
|
|
$
|
122
|
|
|
$
|
20
|
|
|
$
|
(18
|
)
|
|
$
|
1,117
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Indexed debt securities derivative
|
$
|
—
|
|
|
$
|
541
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
541
|
|
Natural gas derivatives
|
22
|
|
|
77
|
|
|
3
|
|
|
(82
|
)
|
|
20
|
|
|||||
Total liabilities
|
$
|
22
|
|
|
$
|
618
|
|
|
$
|
3
|
|
|
$
|
(82
|
)
|
|
$
|
561
|
|
(1)
|
Amounts represent the impact of legally enforceable master netting arrangements that allow CenterPoint Energy to settle positive and negative positions and also include cash collateral of
$64 million
posted with the same counterparties.
|
(2)
|
Natural gas derivatives include no material amounts related to physical forward transactions with Enable.
|
|
Fair Value Measurements Using Significant
Unobservable Inputs (Level 3)
|
||||||||||
|
Derivative assets and liabilities, net
|
||||||||||
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Beginning balance
|
$
|
17
|
|
|
$
|
3
|
|
|
$
|
2
|
|
Total gains
|
7
|
|
|
14
|
|
|
3
|
|
|||
Total settlements
|
(12
|
)
|
|
1
|
|
|
(3
|
)
|
|||
Transfers out of Level 3
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Transfers into Level 3
|
1
|
|
|
(1
|
)
|
|
1
|
|
|||
Ending balance (1)
|
$
|
12
|
|
|
$
|
17
|
|
|
$
|
3
|
|
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
|
$
|
6
|
|
|
$
|
16
|
|
|
$
|
2
|
|
(1)
|
During 2015, 2014 and 2013, CenterPoint Energy did not have significant Level 3 purchases or sales.
|
•
|
volume weighted average quoted price of Enable’s common units;
|
•
|
recent market transactions of comparable companies; and
|
•
|
EBITDA to total enterprise multiples for comparable companies.
|
•
|
Enable’s forecasted cash distributions;
|
•
|
projected cash flows of incentive distribution rights;
|
•
|
forecasted growth rate of Enable’s cash distributions; and
|
•
|
determination of the cost of equity, including market risk premiums.
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
|
(in millions)
|
||||||||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Notes receivable - affiliated companies
|
$
|
363
|
|
|
$
|
356
|
|
|
$
|
363
|
|
|
$
|
362
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Long-term debt
|
$
|
8,620
|
|
|
$
|
9,101
|
|
|
$
|
8,652
|
|
|
$
|
9,427
|
|
|
|
Year Ended December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
|
|
(in millions)
|
||||||
Enable
|
|
$
|
2,594
|
|
|
$
|
4,520
|
|
SESH (1)
|
|
—
|
|
|
1
|
|
||
Total
|
|
$
|
2,594
|
|
|
$
|
4,521
|
|
(1)
|
CenterPoint Energy disposed of its remaining interest in SESH on June 30, 2015.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(in millions)
|
||||||||||
Enable
|
|
$
|
(1,633
|
)
|
|
$
|
303
|
|
|
$
|
173
|
|
SESH (1)
|
|
—
|
|
|
5
|
|
|
15
|
|
|||
Total
|
|
$
|
(1,633
|
)
|
|
$
|
308
|
|
|
$
|
188
|
|
(1)
|
CenterPoint Energy contributed a
24.95%
interest in SESH to Enable on May 30, 2014 and its remaining interest in SESH to Enable on June 30, 2015.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(in millions)
|
||||||||||
Operating revenues
|
|
$
|
2,418
|
|
|
$
|
3,367
|
|
|
$
|
2,123
|
|
Cost of sales, excluding depreciation and amortization
|
|
1,097
|
|
|
1,914
|
|
|
1,241
|
|
|||
Impairment of goodwill and other long-lived assets
|
|
1,134
|
|
|
8
|
|
|
12
|
|
|||
Operating income (loss)
|
|
(712
|
)
|
|
586
|
|
|
322
|
|
|||
Net income (loss) attributable to Enable
|
|
(752
|
)
|
|
530
|
|
|
289
|
|
|||
|
|
|
|
|
|
|
||||||
Reconciliation of Equity in Earnings (Losses), net:
|
|
|
|
|
|
|
||||||
CenterPoint Energy’s interest
|
|
$
|
(416
|
)
|
|
$
|
298
|
|
|
$
|
168
|
|
Basis difference amortization (1)
|
|
8
|
|
|
5
|
|
|
5
|
|
|||
Impairment of CenterPoint Energy’s equity method investment in Enable
|
|
(1,225
|
)
|
|
—
|
|
|
—
|
|
|||
CenterPoint Energy’s equity in earnings (losses), net (2)
|
|
$
|
(1,633
|
)
|
|
$
|
303
|
|
|
$
|
173
|
|
(1)
|
Equity in earnings of unconsolidated affiliates includes CenterPoint Energy’s share of Enable earnings adjusted for the amortization of the basis difference of CenterPoint Energy’s original investment in Enable and its underlying equity in net assets of Enable. The basis difference is being amortized over approximately
33
years, the average life of the assets to which the basis difference is attributed.
|
(2)
|
These amounts include CenterPoint Energy’s share of Enable’s impairment of goodwill and long-lived assets and the impairment of CenterPoint Energy’s equity method investment in Enable totaling
$1,846 million
during the year ended December 31, 2015. This impairment is offset by
$213 million
of earnings for the year ended December 31, 2015.
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
|
|
(in millions)
|
||||||
Current assets
|
|
$
|
381
|
|
|
$
|
438
|
|
Non-current assets
|
|
10,857
|
|
|
11,399
|
|
||
Current liabilities
|
|
615
|
|
|
671
|
|
||
Non-current liabilities
|
|
3,092
|
|
|
2,343
|
|
||
Non-controlling interest
|
|
12
|
|
|
31
|
|
||
Enable partners’ capital
|
|
7,519
|
|
|
8,792
|
|
||
|
|
|
|
|
||||
Reconciliation of Investment in Enable:
|
|
|
|
|
||||
CenterPoint Energy’s ownership interest in Enable partners’ capital
|
|
$
|
4,163
|
|
|
$
|
4,869
|
|
CenterPoint Energy’s basis difference
|
|
(1,569
|
)
|
|
(349
|
)
|
||
CenterPoint Energy’s investment in Enable
|
|
$
|
2,594
|
|
|
$
|
4,520
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(in millions)
|
||||||||||
Enable
|
|
$
|
294
|
|
|
$
|
298
|
|
|
$
|
106
|
|
SESH (1)
|
|
—
|
|
|
7
|
|
|
23
|
|
|||
Total
|
|
$
|
294
|
|
|
$
|
305
|
|
|
$
|
129
|
|
(1)
|
CenterPoint Energy contributed a
24.95%
interest in SESH to Enable on each of May 1, 2013 and May 30, 2014 and its remaining interest in SESH to Enable on June 30, 2015.
|
|
TW
Securities
|
|
Debt
Component
of ZENS
|
|
Derivative
Component
of ZENS
|
||||||
|
(in millions)
|
||||||||||
Balance as of 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 as of December 31, 2013
|
767
|
|
|
143
|
|
|
455
|
|
|||
Accretion of debt component of ZENS
|
—
|
|
|
26
|
|
|
—
|
|
|||
2% interest paid
|
—
|
|
|
(17
|
)
|
|
—
|
|
|||
Loss on indexed debt securities
|
—
|
|
|
—
|
|
|
86
|
|
|||
Gain on TW Securities
|
163
|
|
|
—
|
|
|
—
|
|
|||
Balance as of December 31, 2014
|
930
|
|
|
152
|
|
|
541
|
|
|||
Accretion of debt component of ZENS
|
—
|
|
|
26
|
|
|
—
|
|
|||
2% interest paid
|
—
|
|
|
(17
|
)
|
|
—
|
|
|||
Sale of TW securities
|
(32
|
)
|
|
—
|
|
|
—
|
|
|||
Distribution to ZENS holders
|
—
|
|
|
(7
|
)
|
|
(18
|
)
|
|||
Gain on indexed debt securities
|
—
|
|
|
—
|
|
|
(81
|
)
|
|||
Loss on TW Securities
|
(93
|
)
|
|
—
|
|
|
—
|
|
|||
Balance as of December 31, 2015
|
$
|
805
|
|
|
$
|
154
|
|
|
$
|
442
|
|
|
December 31,
2015 |
|
December 31,
2014 |
||||||||||||
|
Long-Term
|
|
Current (1)
|
|
Long-Term
|
|
Current (1)
|
||||||||
|
(in millions)
|
||||||||||||||
Short-term borrowings:
|
|
|
|
|
|
|
|
||||||||
Inventory financing
|
$
|
—
|
|
|
$
|
40
|
|
|
$
|
—
|
|
|
$
|
53
|
|
Total short-term borrowings
|
—
|
|
|
40
|
|
|
—
|
|
|
53
|
|
||||
Long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
||||
CenterPoint Energy:
|
|
|
|
|
|
|
|
|
|
|
|
||||
ZENS (2)
|
—
|
|
|
154
|
|
|
—
|
|
|
152
|
|
||||
Senior notes 5.95% to 6.85% due 2017 to 2018
|
550
|
|
|
—
|
|
|
550
|
|
|
200
|
|
||||
Pollution control bonds 5.05% to 5.125% due 2018 to 2028 (3)
|
118
|
|
|
—
|
|
|
118
|
|
|
69
|
|
||||
Commercial paper (4)
|
716
|
|
|
—
|
|
|
191
|
|
|
—
|
|
||||
Other
|
—
|
|
|
3
|
|
|
2
|
|
|
2
|
|
||||
CenterPoint Houston:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Bank Loans
|
200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
First mortgage bonds 9.15% due 2021
|
102
|
|
|
—
|
|
|
102
|
|
|
—
|
|
||||
General mortgage bonds 2.25% to 6.95% due 2022 to 2044
|
1,912
|
|
|
—
|
|
|
1,912
|
|
|
—
|
|
||||
System restoration bonds 3.46% to 4.243% due 2018 to 2022
|
365
|
|
|
50
|
|
|
415
|
|
|
48
|
|
||||
Transition bonds 0.901% to 5.302% due 2017 to 2024
|
1,918
|
|
|
341
|
|
|
2,259
|
|
|
324
|
|
||||
Other
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
CERC Corp.:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Senior notes 4.50% to 6.625% due 2016 to 2041
|
1,843
|
|
|
325
|
|
|
2,168
|
|
|
—
|
|
||||
Commercial paper (4)
|
219
|
|
|
—
|
|
|
341
|
|
|
—
|
|
||||
Unamortized discount and premium, net
|
(42
|
)
|
|
—
|
|
|
(50
|
)
|
|
—
|
|
||||
Total long-term debt
|
7,901
|
|
|
873
|
|
|
8,009
|
|
|
795
|
|
||||
Total debt
|
$
|
7,901
|
|
|
$
|
913
|
|
|
$
|
8,009
|
|
|
$
|
848
|
|
(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)
|
$118 million
of these series of debt were secured by general mortgage bonds of CenterPoint Houston as of both
December 31, 2015
and
2014
.
|
(4)
|
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, 2015
|
|
December 31, 2014
|
|
||||||||||||||||||||||
|
Size of
Facility |
|
Loans
|
|
Letters
of Credit |
|
Commercial
Paper |
|
Loans
|
|
Letters
of Credit |
|
Commercial
Paper |
|
||||||||||||||
|
(in millions)
|
|
||||||||||||||||||||||||||
CenterPoint Energy
|
$
|
1,200
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
716
|
|
(1)
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
191
|
|
(1)
|
CenterPoint Houston
|
300
|
|
|
200
|
|
(2)
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
|||||||
CERC Corp.
|
600
|
|
|
—
|
|
|
2
|
|
|
219
|
|
(3)
|
—
|
|
|
—
|
|
|
341
|
|
(3)
|
|||||||
Total
|
$
|
2,100
|
|
|
$
|
200
|
|
|
$
|
12
|
|
|
$
|
935
|
|
|
$
|
—
|
|
|
$
|
10
|
|
|
$
|
532
|
|
|
(1)
|
Weighted average interest rate was
0.79%
and
0.63%
as of December 31, 2015 and 2014, respectively.
|
(2)
|
Weighted average interest rate was
1.637%
as of December 31, 2015.
|
(3)
|
Weighted average interest rate was
0.81%
and
0.68%
as of December 31, 2015 and 2014, respectively.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Current income tax expense (benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
(37
|
)
|
|
$
|
(20
|
)
|
|
$
|
91
|
|
State
|
12
|
|
|
14
|
|
|
23
|
|
|||
Total current expense (benefit)
|
(25
|
)
|
|
(6
|
)
|
|
114
|
|
|||
Deferred income tax expense (benefit):
|
|
|
|
|
|
|
|
|
|||
Federal
|
(359
|
)
|
|
273
|
|
|
370
|
|
|||
State
|
(54
|
)
|
|
7
|
|
|
(14
|
)
|
|||
Total deferred expense (benefit)
|
(413
|
)
|
|
280
|
|
|
356
|
|
|||
Total income tax expense (benefit)
|
$
|
(438
|
)
|
|
$
|
274
|
|
|
$
|
470
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Income (loss) before income taxes
|
$
|
(1,130
|
)
|
|
$
|
885
|
|
|
$
|
781
|
|
Federal statutory income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
|||
Expected federal income tax expense (benefit)
|
(396
|
)
|
|
310
|
|
|
273
|
|
|||
Increase (decrease) in tax expense resulting from:
|
|
|
|
|
|
|
|
|
|||
State income tax expense, net of federal income tax
|
(27
|
)
|
|
16
|
|
|
21
|
|
|||
Tax effect related to the formation of Enable
|
—
|
|
|
—
|
|
|
196
|
|
|||
Decrease in settled and uncertain income tax positions
|
—
|
|
|
—
|
|
|
(9
|
)
|
|||
Tax basis balance sheet adjustments
|
—
|
|
|
(29
|
)
|
|
—
|
|
|||
Other, net
|
(15
|
)
|
|
(23
|
)
|
|
(11
|
)
|
|||
Total
|
(42
|
)
|
|
(36
|
)
|
|
197
|
|
|||
Total income tax expense (benefit)
|
$
|
(438
|
)
|
|
$
|
274
|
|
|
$
|
470
|
|
Effective tax rate
|
38.8
|
%
|
|
31.0
|
%
|
|
60.2
|
%
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Benefits and compensation
|
$
|
334
|
|
|
$
|
347
|
|
Loss and credit carryforwards
|
115
|
|
|
69
|
|
||
Asset retirement obligations
|
73
|
|
|
65
|
|
||
Other
|
45
|
|
|
35
|
|
||
Valuation allowance
|
(2
|
)
|
|
(2
|
)
|
||
Total deferred tax assets
|
565
|
|
|
514
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
||
Property, plant, and equipment
|
2,423
|
|
|
2,126
|
|
||
Investment in unconsolidated affiliates
|
1,277
|
|
|
1,788
|
|
||
Regulatory assets/liabilities, net
|
1,060
|
|
|
1,225
|
|
||
Investment in marketable securities and indexed debt
|
654
|
|
|
636
|
|
||
Indexed debt securities derivative
|
91
|
|
|
65
|
|
||
Other
|
107
|
|
|
114
|
|
||
Total deferred tax liabilities
|
5,612
|
|
|
5,954
|
|
||
Net deferred tax liabilities
|
$
|
5,047
|
|
|
$
|
5,440
|
|
|
December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Balance, beginning of year
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(23
|
)
|
Tax Positions related to prior years:
|
|
|
|
|
|
|
|
|
|||
Reductions
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
Tax Positions related to current year:
|
|
|
|
|
|
|
|
|
|||
Settlements
|
—
|
|
|
—
|
|
|
24
|
|
|||
Balance, end of year
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
(in millions)
|
||
2016
|
$
|
5
|
|
2017
|
4
|
|
|
2018
|
3
|
|
|
2019
|
3
|
|
|
2020
|
2
|
|
|
2021 and beyond
|
7
|
|
|
Total
|
$
|
24
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions, except per share and share amounts)
|
||||||||||
Net income (loss)
|
$
|
(692
|
)
|
|
$
|
611
|
|
|
$
|
311
|
|
|
|
|
|
|
|
||||||
Basic weighted average shares outstanding
|
430,180,000
|
|
|
429,634,000
|
|
|
428,466,000
|
|
|||
Plus: Incremental shares from assumed conversions:
|
|
|
|
|
|
|
|
|
|||
Stock options
|
—
|
|
|
—
|
|
|
41,000
|
|
|||
Restricted stock (1)
|
—
|
|
|
2,034,000
|
|
|
2,423,000
|
|
|||
Diluted weighted average shares
|
430,180,000
|
|
|
431,668,000
|
|
|
430,930,000
|
|
|||
|
|
|
|
|
|
||||||
Basic earnings (loss) per share
|
$
|
(1.61
|
)
|
|
$
|
1.42
|
|
|
$
|
0.73
|
|
|
|
|
|
|
|
||||||
Diluted earnings (loss) per share
|
$
|
(1.61
|
)
|
|
$
|
1.42
|
|
|
$
|
0.72
|
|
(1)
|
2,349,000
incremental shares from assumed conversions of restricted stock have not been included in the computation of diluted earnings (loss) per share for the year ended December 31, 2015, as their inclusion would be anti-dilutive.
|
|
Year Ended December 31, 2015
|
||||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter (2)
|
|
Fourth
Quarter (3)
|
||||||||
|
(in millions, except per share amounts)
|
||||||||||||||
Revenues
|
$
|
2,433
|
|
|
$
|
1,532
|
|
|
$
|
1,630
|
|
|
$
|
1,791
|
|
Operating income
|
256
|
|
|
186
|
|
|
265
|
|
|
226
|
|
||||
Net income (loss)
|
131
|
|
|
77
|
|
|
(391
|
)
|
|
(509
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) per share (1)
|
$
|
0.30
|
|
|
$
|
0.18
|
|
|
$
|
(0.91
|
)
|
|
$
|
(1.18
|
)
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings (loss) per share (1)
|
$
|
0.30
|
|
|
$
|
0.18
|
|
|
$
|
(0.91
|
)
|
|
$
|
(1.18
|
)
|
|
Year Ended December 31, 2014
|
||||||||||||||
|
First
Quarter
|
|
Second
Quarter |
|
Third
Quarter
|
|
Fourth
Quarter (4)
|
||||||||
|
(in millions, except per share amounts)
|
||||||||||||||
Revenues
|
$
|
3,163
|
|
|
$
|
1,884
|
|
|
$
|
1,807
|
|
|
$
|
2,372
|
|
Operating income
|
295
|
|
|
186
|
|
|
233
|
|
|
221
|
|
||||
Net income
|
185
|
|
|
107
|
|
|
143
|
|
|
176
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share (1)
|
$
|
0.43
|
|
|
$
|
0.25
|
|
|
$
|
0.33
|
|
|
$
|
0.41
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share (1)
|
$
|
0.43
|
|
|
$
|
0.25
|
|
|
$
|
0.33
|
|
|
$
|
0.41
|
|
(1)
|
Quarterly earnings (loss) 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 (loss) per common share.
|
(2)
|
CenterPoint Energy recognized
$862 million
(
$537 million
after tax) in impairment charges related to Enable during the three months ended September 30, 2015.
|
(3)
|
CenterPoint Energy recognized
$984 million
(
$620 million
after tax) in impairment charges related to Enable during the three months ended December 31, 2015.
|
(4)
|
CenterPoint Energy recognized a
$29 million
deferred income tax benefit upon completion of its tax basis balance sheet review.
|
|
Revenues
from
External
Customers
|
|
Intersegment
Revenues
|
|
Depreciation
and
Amortization
|
|
Operating
Income (Loss)
|
|
Total
Assets
|
|
Expenditures
for Long-Lived
Assets
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
As of and for the year ended December 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Electric Transmission & Distribution
|
$
|
2,845
|
|
(1)
|
$
|
—
|
|
|
$
|
705
|
|
|
$
|
607
|
|
|
$
|
10,049
|
|
|
$
|
934
|
|
Natural Gas Distribution
|
2,603
|
|
|
29
|
|
|
222
|
|
|
273
|
|
|
5,657
|
|
|
601
|
|
||||||
Energy Services
|
1,924
|
|
|
33
|
|
|
5
|
|
|
42
|
|
|
857
|
|
|
5
|
|
||||||
Midstream Investments (2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,594
|
|
|
—
|
|
||||||
Other
|
14
|
|
|
—
|
|
|
38
|
|
|
11
|
|
|
2,902
|
|
(3)
|
35
|
|
||||||
Reconciling Eliminations
|
—
|
|
|
(62
|
)
|
|
—
|
|
|
—
|
|
|
(725
|
)
|
|
—
|
|
||||||
Consolidated
|
$
|
7,386
|
|
|
$
|
—
|
|
|
$
|
970
|
|
|
$
|
933
|
|
|
$
|
21,334
|
|
|
$
|
1,575
|
|
As of and for the year ended December 31, 2014:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Electric Transmission & Distribution
|
$
|
2,845
|
|
(1)
|
$
|
—
|
|
|
$
|
768
|
|
|
$
|
595
|
|
|
$
|
10,066
|
|
|
$
|
818
|
|
Natural Gas Distribution
|
3,271
|
|
|
30
|
|
|
201
|
|
|
287
|
|
|
5,464
|
|
|
525
|
|
||||||
Energy Services
|
3,095
|
|
|
84
|
|
|
5
|
|
|
52
|
|
|
978
|
|
|
3
|
|
||||||
Midstream Investments (2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,521
|
|
|
—
|
|
||||||
Other
|
15
|
|
|
—
|
|
|
39
|
|
|
1
|
|
|
3,368
|
|
(3)
|
56
|
|
||||||
Reconciling Eliminations
|
—
|
|
|
(114
|
)
|
|
—
|
|
|
—
|
|
|
(1,197
|
)
|
|
—
|
|
||||||
Consolidated
|
$
|
9,226
|
|
|
$
|
—
|
|
|
$
|
1,013
|
|
|
$
|
935
|
|
|
$
|
23,200
|
|
|
$
|
1,402
|
|
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 (4) (5)
|
133
|
|
|
53
|
|
|
20
|
|
|
72
|
|
|
—
|
|
|
29
|
|
||||||
Field Services (5)
|
178
|
|
|
18
|
|
|
20
|
|
|
73
|
|
|
—
|
|
|
16
|
|
||||||
Midstream Investments (2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,518
|
|
|
—
|
|
||||||
Other
|
14
|
|
|
—
|
|
|
39
|
|
|
(18
|
)
|
|
3,026
|
|
(3)
|
35
|
|
||||||
Reconciling Eliminations
|
—
|
|
|
(124
|
)
|
|
—
|
|
|
—
|
|
|
(1,150
|
)
|
|
—
|
|
||||||
Consolidated
|
$
|
8,106
|
|
|
$
|
—
|
|
|
$
|
954
|
|
|
$
|
1,010
|
|
|
$
|
21,870
|
|
|
$
|
1,272
|
|
(1)
|
CenterPoint Houston’s transmission and distribution revenues from major customers are as follows:
|
|
|
Year Ended December 31, 2015
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(in millions)
|
||||||||||
Affiliates of NRG
|
|
$
|
741
|
|
|
$
|
735
|
|
|
$
|
658
|
|
Affiliates of Energy Future Holdings Corp.
|
|
220
|
|
|
189
|
|
|
167
|
|
(2)
|
Midstream Investments’ equity earnings (losses) are as follows:
|
(1)
|
These amounts include CenterPoint Energy’s share of Enable’s impairment of goodwill and long-lived assets and the impairment of CenterPoint Energy’s equity method investment in Enable totaling
$1,846 million
during the year ended December 31, 2015. This impairment is offset by
$213 million
of earnings for the year ended December 31, 2015.
|
(3)
|
Included in total assets of Other Operations as of
December 31, 2015
,
2014
and
2013
, are pension and other postemployment related regulatory assets of
$814 million
,
$795 million
and
$627 million
, respectively.
|
(4)
|
Interstate Pipelines recorded equity income of
$7 million
in the year ended
December 31, 2013
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. As discussed above, effective May 1, 2013, CenterPoint Energy reports equity earnings associated with its interest in Enable and equity earnings associated with its interest in SESH under its Midstream Investments segment, and no longer has an Interstate Pipelines reporting segment prospectively.
|
(5)
|
Results reflected in the year ended December 31, 2013 represent only January 2013 through April 2013.
|
|
|
Year Ended December 31,
|
||||||||||
Revenues by Products and Services:
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(in millions)
|
||||||||||
Electric delivery
|
|
$
|
2,845
|
|
|
$
|
2,845
|
|
|
$
|
2,570
|
|
Retail gas sales
|
|
3,725
|
|
|
5,049
|
|
|
4,150
|
|
|||
Wholesale gas sales
|
|
657
|
|
|
1,159
|
|
|
913
|
|
|||
Gas transportation and processing
|
|
26
|
|
|
38
|
|
|
345
|
|
|||
Energy products and services
|
|
133
|
|
|
135
|
|
|
128
|
|
|||
Total
|
|
$
|
7,386
|
|
|
$
|
9,226
|
|
|
$
|
8,106
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
•
|
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.
|
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
|
|
Statements of Consolidated Income for the Three Years Ended December 31, 2015
|
|
Statements of Consolidated Comprehensive Income for the Three Years Ended December 31, 2015
|
|
Consolidated Balance Sheets as of December 31, 2015 and 2014
|
|
Statements of Consolidated Cash Flows for the Three Years Ended December 31, 2015
|
|
Statements of Consolidated Shareholders’ Equity for the Three Years Ended December 31, 2015
|
|
Notes to Consolidated Financial Statements
|
|
For the Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Expenses:
|
|
|
|
|
|
||||||
Operation and Maintenance Expenses
|
$
|
(12
|
)
|
|
$
|
(22
|
)
|
|
$
|
(13
|
)
|
Total
|
(12
|
)
|
|
(22
|
)
|
|
(13
|
)
|
|||
Other Income (Expense):
|
|
|
|
|
|
||||||
Interest Income from Subsidiaries
|
2
|
|
|
—
|
|
|
8
|
|
|||
Other Expense
|
(1
|
)
|
|
(1
|
)
|
|
(5
|
)
|
|||
Gain (Loss) on Indexed Debt Securities
|
74
|
|
|
(86
|
)
|
|
(193
|
)
|
|||
Interest Expense to Subsidiaries
|
—
|
|
|
—
|
|
|
(24
|
)
|
|||
Interest Expense
|
(99
|
)
|
|
(103
|
)
|
|
(104
|
)
|
|||
Total
|
(24
|
)
|
|
(190
|
)
|
|
(318
|
)
|
|||
Loss Before Income Taxes, Equity in Subsidiaries
|
(36
|
)
|
|
(212
|
)
|
|
(331
|
)
|
|||
Income Tax Benefit
|
28
|
|
|
115
|
|
|
137
|
|
|||
Loss Before Equity in Subsidiaries
|
(8
|
)
|
|
(97
|
)
|
|
(194
|
)
|
|||
Equity Income (Loss) of Subsidiaries
|
(684
|
)
|
|
708
|
|
|
505
|
|
|||
Net Income (Loss)
|
$
|
(692
|
)
|
|
$
|
611
|
|
|
$
|
311
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Net income (loss)
|
$
|
(692
|
)
|
|
$
|
611
|
|
|
$
|
311
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
||||
Adjustment to pension and other postretirement plans (net of tax of $12, $5 and $25)
|
20
|
|
|
3
|
|
|
44
|
|
|||
Reclassification of deferred loss from cash flow hedges realized in net income (net of tax)
|
—
|
|
|
1
|
|
|
1
|
|
|||
Other comprehensive income
|
20
|
|
|
4
|
|
|
45
|
|
|||
Comprehensive income (loss)
|
$
|
(672
|
)
|
|
$
|
615
|
|
|
$
|
356
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
Notes receivable — subsidiaries
|
352
|
|
|
227
|
|
||
Accounts receivable — subsidiaries
|
85
|
|
|
230
|
|
||
Other assets
|
135
|
|
|
87
|
|
||
Total current assets
|
572
|
|
|
544
|
|
||
Other Assets:
|
|
|
|
|
|
||
Investment in subsidiaries
|
5,565
|
|
|
6,529
|
|
||
Other assets
|
831
|
|
|
811
|
|
||
Total other assets
|
6,396
|
|
|
7,340
|
|
||
Total Assets
|
$
|
6,968
|
|
|
$
|
7,884
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current Liabilities:
|
|
|
|
|
|
||
Notes payable — subsidiaries
|
$
|
59
|
|
|
$
|
142
|
|
Indexed debt
|
154
|
|
|
152
|
|
||
Current portion of other long-term debt
|
—
|
|
|
269
|
|
||
Indexed debt securities derivative
|
442
|
|
|
541
|
|
||
Accounts payable:
|
|
|
|
|
|
||
Subsidiaries
|
39
|
|
|
80
|
|
||
Other
|
4
|
|
|
2
|
|
||
Interest accrued
|
11
|
|
|
13
|
|
||
Other
|
—
|
|
|
22
|
|
||
Total current liabilities
|
709
|
|
|
1,221
|
|
||
Other Liabilities:
|
|
|
|
|
|
||
Deferred tax liabilities
|
908
|
|
|
815
|
|
||
Benefit obligations
|
505
|
|
|
441
|
|
||
Other
|
1
|
|
|
1
|
|
||
Total non-current liabilities
|
1,414
|
|
|
1,257
|
|
||
Long-Term Debt
|
1,384
|
|
|
858
|
|
||
Shareholders’ Equity:
|
|
|
|
|
|
||
Common stock
|
4
|
|
|
4
|
|
||
Additional paid-in capital
|
4,180
|
|
|
4,169
|
|
||
Retained earnings (accumulated deficit)
|
(657
|
)
|
|
461
|
|
||
Accumulated other comprehensive loss
|
(66
|
)
|
|
(86
|
)
|
||
Total shareholders’ equity
|
3,461
|
|
|
4,548
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
6,968
|
|
|
$
|
7,884
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Operating Activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(692
|
)
|
|
$
|
611
|
|
|
$
|
311
|
|
Non-cash items included in net income (loss):
|
|
|
|
|
|
|
|
|
|||
Equity (income) loss of subsidiaries
|
684
|
|
|
(708
|
)
|
|
(505
|
)
|
|||
Deferred income tax expense
|
152
|
|
|
86
|
|
|
6
|
|
|||
Amortization of debt issuance costs
|
3
|
|
|
4
|
|
|
4
|
|
|||
(Gain) loss on indexed debt securities
|
(74
|
)
|
|
86
|
|
|
193
|
|
|||
Changes in working capital:
|
|
|
|
|
|
|
|
|
|||
Accounts receivable/(payable) from subsidiaries, net
|
164
|
|
|
(7
|
)
|
|
47
|
|
|||
Accounts payable
|
2
|
|
|
(3
|
)
|
|
5
|
|
|||
Other current assets
|
(3
|
)
|
|
—
|
|
|
—
|
|
|||
Other current liabilities
|
(45
|
)
|
|
(83
|
)
|
|
42
|
|
|||
Common stock dividends received from subsidiaries
|
295
|
|
|
315
|
|
|
766
|
|
|||
Other
|
(76
|
)
|
|
(76
|
)
|
|
(70
|
)
|
|||
Net cash provided by operating activities
|
410
|
|
|
225
|
|
|
799
|
|
|||
Investing Activities:
|
|
|
|
|
|
|
|
|
|||
Decrease (increase) in notes receivable from subsidiaries
|
(125
|
)
|
|
(139
|
)
|
|
868
|
|
|||
Net cash provided by (used in) investing activities
|
(125
|
)
|
|
(139
|
)
|
|
868
|
|
|||
Financing Activities:
|
|
|
|
|
|
|
|
|
|||
Proceeds from commercial paper, net
|
525
|
|
|
191
|
|
|
—
|
|
|||
Payments on long-term debt
|
(269
|
)
|
|
—
|
|
|
(151
|
)
|
|||
Debt issuance costs
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
|||
Common stock dividends paid
|
(426
|
)
|
|
(408
|
)
|
|
(355
|
)
|
|||
Proceeds from issuance of common stock, net
|
—
|
|
|
1
|
|
|
4
|
|
|||
Increase (decrease) in notes payable to subsidiaries
|
(83
|
)
|
|
131
|
|
|
(1,173
|
)
|
|||
Redemption of indexed debt securities
|
—
|
|
|
—
|
|
|
(8
|
)
|
|||
Distribution to ZENS holders
|
(32
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
—
|
|
|
—
|
|
|
18
|
|
|||
Net cash used in financing activities
|
(285
|
)
|
|
(86
|
)
|
|
(1,667
|
)
|
|||
Net Decrease in Cash and Cash Equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|||
Cash and Cash Equivalents at Beginning of Year
|
—
|
|
|
—
|
|
|
—
|
|
|||
Cash and Cash Equivalents at End of Year
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
December 31, 2015
|
|
December 31, 2014
|
|
||||||||||||||||||||||
|
Size of
Facility |
|
Loans
|
|
Letters
of Credit |
|
Commercial
Paper |
|
Loans
|
|
Letters
of Credit |
|
Commercial
Paper |
|
||||||||||||||
|
(in millions)
|
|
||||||||||||||||||||||||||
CenterPoint Energy
|
$
|
1,200
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
716
|
|
(1)
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
191
|
|
(1)
|
(1)
|
Weighted average interest rate was
0.79%
and
0.63%
as of December 31, 2015 and 2014, respectively.
|
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, 2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accumulated provisions:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Uncollectible accounts receivable
|
|
$
|
26
|
|
|
$
|
19
|
|
|
$
|
(2
|
)
|
|
$
|
23
|
|
|
$
|
20
|
|
Deferred tax asset valuation allowance
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accumulated provisions:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Uncollectible accounts receivable
|
|
$
|
28
|
|
|
$
|
22
|
|
|
$
|
2
|
|
|
$
|
26
|
|
|
$
|
26
|
|
Deferred tax asset valuation allowance
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Year Ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accumulated provisions:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Uncollectible accounts receivable
|
|
$
|
25
|
|
|
$
|
21
|
|
|
$
|
1
|
|
|
$
|
19
|
|
|
$
|
28
|
|
Deferred tax asset valuation allowance
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
(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/ WILLIAM D. ROGERS
|
|
Executive Vice President and Chief
|
William D. Rogers
|
|
Financial Officer (Principal Financial Officer)
|
|
|
|
/s/ KRISTIE L. COLVIN
|
|
Senior Vice President and Chief
|
Kristie L. Colvin
|
|
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/ THEODORE F. POUND
|
|
Director
|
Theodore F. Pound
|
|
|
|
|
|
/s/ SUSAN O. RHENEY
|
|
Director
|
Susan O. Rheney
|
|
|
|
|
|
/s/ PHILLIP R. SMITH
|
|
Director
|
Phillip R. Smith
|
|
|
|
|
|
/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)
|
—
|
Second Amended and Restated Bylaws of CenterPoint Energy
|
|
|
|
|
|
|
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(e)(35)
|
—
|
Twenty-Third Supplemental Indenture, dated as of March 17, 2014, to the General Mortgage Indenture, dated as of October 10, 2002, between CenterPoint Houston and the Trustee
|
|
CenterPoint Energy’s Form 10-Q for the quarter ended March 31, 2014
|
|
1-31447
|
|
4.10
|
4(e)(36)
|
—
|
Officer’s Certificate, dated as of March 17, 2014, setting forth the form, terms and provisions of the Twenty-Third Series of General Mortgage Bonds
|
|
CenterPoint Energy’s Form 10-Q for the quarter ended March 31, 2014
|
|
1-31447
|
|
4.11
|
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(i)(4)
|
—
|
Third Amendment to Credit Agreement, dated as of September 9, 2014, among CenterPoint Energy, as Borrower, and the banks named therein
|
|
CenterPoint Energy’s Form 8-K dated September 10, 2014
|
|
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(j)(3)
|
—
|
Second Amendment to Credit Agreement, dated as of September 9, 2014, among CenterPoint Houston, as Borrower, and the banks named therein
|
|
CenterPoint Energy’s Form 8-K dated September 10, 2014
|
|
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
|
4(k)(4)
|
—
|
Third Amendment to Credit Agreement, dated as of September 9, 2014, among CERC Corp., as Borrower, and the banks named therein
|
|
CenterPoint Energy’s Form 8-K dated September 10, 2014
|
|
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 the Executive Chairman of the Board
|
|
|
|
|
|
|
*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(dd)(4)
|
—
|
Third Amendment to Exhibit 10(dd)(1)
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2014
|
|
1-31447
|
|
10(dd)(4)
|
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)
|
—
|
Letter Agreement dated January 23, 2015 between CenterPoint Energy and William D. Rogers
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2014
|
|
1-31447
|
|
10(kk)(1)
|
*10(ll)(1)
|
—
|
CenterPoint Energy, Inc. 2009 Long Term Incentive Plan
|
|
CenterPoint Energy’s Schedule 14A dated March 13, 2009
|
|
1-31447
|
|
A
|
*†10(ll)(2)
|
—
|
Form of Qualified Performance Award Agreement for 20XX — 20XX Performance Cycle under Exhibit 10(ll)(1)
|
|
|
|
|
|
|
*†10(ll)(3)
|
—
|
Form of Qualified Performance Award Agreement for Executive Chairman 20XX — 20XX Performance Cycle under Exhibit 10(ll)(1)
|
|
|
|
|
|
|
*10(ll)(4)
|
—
|
Form of Restricted Stock Unit Award Agreement (With Performance Goal) under Exhibit 10(ll)(1)
|
|
CenterPoint Energy’s Form 8-K dated February 28, 2012
|
|
1-31447
|
|
10.2
|
*†10(ll)(5)
|
—
|
Form of Restricted Stock Unit Award Agreement (Service-Based Vesting) under Exhibit 10(ll)(1)
|
|
|
|
|
|
|
*10(ll)(6)
|
—
|
Form of Restricted Stock Unit Award Agreement (Retention, Service-Based Vesting) under Exhibit 10(ll)(1)
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2014
|
|
1-31447
|
|
10(ll)(6)
|
*†10(ll)(7)
|
—
|
Form of Executive Chairman Restricted Stock Unit Award Agreement (Service-Based Vesting) under Exhibit 10(ll)(1)
|
|
|
|
|
|
|
*10(ll)(8)
|
—
|
Form of Executive Chairman Restricted Stock Unit Award Agreement (Retention, Service-Based Vesting) under Exhibit 10(ll)(1)
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2014
|
|
1-31447
|
|
10(ll)(8)
|
†10(mm)
|
—
|
Summary of Non-Employee Director Compensation
|
|
|
|
|
|
|
†10(nn)
|
—
|
Summary of Senior Executive Officer Compensation
|
|
|
|
|
|
|
10(oo)
|
—
|
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(pp)
|
—
|
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(qq)
|
—
|
Change in Control Plan
|
|
CenterPoint Energy’s Form 8-K/A dated December 11, 2014
|
|
1-31447
|
|
10.1
|
10(rr)
|
—
|
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(ss)
|
—
|
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(tt)
|
—
|
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(uu)
|
—
|
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(vv)
|
—
|
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(ww)
|
—
|
Second Amended and Restated Agreement of Limited Partnership of Enable Midstream Partners, LP dated April 16, 2014
|
|
CenterPoint Energy’s Form 8-K dated April 16, 2014
|
|
1-31447
|
|
10.1
|
10(xx)
|
—
|
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(yy)(1)
|
—
|
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(yy)(2)
|
—
|
First Amendment to the Second Amended and Restated Limited Liability Company Agreement of Enable GP, LLC dated as of April 16, 2014
|
|
CenterPoint Energy’s Form 8-K dated April 16, 2014
|
|
1-31447
|
|
10.2
|
10(zz)
|
—
|
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(aaa)
|
—
|
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(bbb)
|
—
|
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(ccc)
|
—
|
Omnibus Amendment to CenterPoint Energy, Inc. Benefit Plans, dated May 23, 2013
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2013
|
|
1-31447
|
|
10(zz)
|
10(ddd)
|
—
|
Purchase Agreement dated January 28, 2016, by and between Enable Midstream Partners, LP and CenterPoint Energy, Inc.
|
|
CenterPoint Energy’s Form 8-K dated January 28, 2016
|
|
1-31447
|
|
10.1
|
10(eee)
|
—
|
Third Amended and Restated Agreement of Limited Partnership of Enable Midstream Partners, LP dated February 18, 2016
|
|
CenterPoint Energy’s Form 8-K dated February 18, 2016
|
|
1-31447
|
|
10.1
|
10(fff)
|
—
|
Registration Rights Agreement dated as of February 18, 2016 by and between Enable Midstream Partners, LP and CenterPoint Energy, Inc.
|
|
CenterPoint Energy’s Form 8-K dated February 18, 2016
|
|
1-31447
|
|
10.2
|
†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 William D. Rogers
|
|
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†32.1
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—
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Section 1350 Certification of Scott M. Prochazka
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†32.2
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—
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Section 1350 Certification of William D. Rogers
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99.1
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—
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$1,400,000,000 Credit Agreement, dated as of May 1, 2013, among CEFS as Borrower, and the banks named therein
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CenterPoint Energy’s Form 8-K dated May 1, 2013
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1-31447
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99.2
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99.2
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—
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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
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CenterPoint Energy’s Form 10-K for the year ended December 31, 2013
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1-31447
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99.3
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99.3
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—
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Financial Statements of Enable Midstream Partners, LP as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013
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Part II, Item 8 of Enable Midstream Partners, LP’s Form 10-K for the year ended December 31, 2015
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001-36413
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Item 8
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†101.INS
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—
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XBRL Instance Document
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†101.SCH
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—
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XBRL Taxonomy Extension Schema Document
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†101.CAL
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—
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XBRL Taxonomy Extension Calculation Linkbase Document
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†101.DEF
|
—
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XBRL Taxonomy Extension Definition Linkbase Document
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†101.LAB
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—
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XBRL Taxonomy Extension Labels Linkbase Document
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†101.PRE
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—
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XBRL Taxonomy Extension Presentation Linkbase Document
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•
|
Mr. Carroll's annual base salary is increased from $600,000 to $625,000 effective as of April 1, 2016 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’s long-term incentive compensation target is increased from a target equal to 200% of base salary to a target equal to 300%.
|
(1)
|
the Vesting Date(s) on which the units are paid under Section 3 hereof for the number of units indicated in the Award Notice assuming continuous Employment by the Participant as of such Vesting Date(s); or
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(2)
|
in the case of the Participant’s death or Separation from Service due to Disability or Retirement prior to the Vesting
|
(1)
|
the Vesting Date(s) on which the units are paid under Section 3 hereof for the number of units indicated in the Award Notice assuming continuous Employment by the Participant as of such Vesting Date(s); or
|
(2)
|
in the case of the Participant’s death or Separation from Service due to Disability or Retirement prior to the Vesting
|
•
|
Supplemental annual retainer of $20,000 for serving as a chairman of the Audit Committee or Compensation Committee; and
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Name and Position
|
|
Base Salary
|
||
Scott M. Prochazka
President and Chief Executive Officer
|
|
$
|
1,019,700
|
|
William D. Rogers
Executive Vice President
and Chief Financial Officer
|
|
$
|
510,000
|
|
Tracy B. Bridge Executive Vice President and President Electric Division |
|
$
|
490,000
|
|
Joseph B. McGoldrick Executive Vice President and President Gas Division |
|
$
|
490,000
|
|
•
|
Mr. Prochazka’s short-term incentive target was increased from 100% to 110%; and
|
•
|
no changes to the 75% short-term incentive target for each of Messrs. Rogers, Bridge and McGoldrick.
|
•
|
Mr. Prochazka’s long-term incentive target was increased from 300% to 390%;
|
•
|
Mr. Rogers long-term incentive target was increased from 140% to 170%; and
|
•
|
no changes to the 160% long-term incentive target for each of Messrs. Bridge and McGoldrick.
|
|
2015 (1)
|
|
2014 (1)
|
|
2013 (1)
|
|
2012 (1)
|
|
2011 (1)
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Income (loss) before extraordinary item
|
$
|
(692
|
)
|
|
$
|
611
|
|
|
$
|
311
|
|
|
$
|
417
|
|
|
$
|
770
|
|
Equity in (earnings) losses of unconsolidated affiliates, net of distributions
|
1,927
|
|
|
(2
|
)
|
|
(58
|
)
|
|
8
|
|
|
8
|
|
|||||
Income tax expense (benefit)
|
(438
|
)
|
|
274
|
|
|
470
|
|
|
341
|
|
|
404
|
|
|||||
Capitalized interest
|
(10
|
)
|
|
(11
|
)
|
|
(11
|
)
|
|
(9
|
)
|
|
(4
|
)
|
|||||
|
787
|
|
|
872
|
|
|
712
|
|
|
757
|
|
|
1,178
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges, as defined:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest
|
457
|
|
|
471
|
|
|
484
|
|
|
569
|
|
|
583
|
|
|||||
Capitalized interest
|
10
|
|
|
11
|
|
|
11
|
|
|
9
|
|
|
4
|
|
|||||
Interest component of rentals charged to operating expense
|
3
|
|
|
4
|
|
|
7
|
|
|
9
|
|
|
14
|
|
|||||
Total fixed charges
|
470
|
|
|
486
|
|
|
502
|
|
|
587
|
|
|
601
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings, as defined
|
$
|
1,257
|
|
|
$
|
1,358
|
|
|
$
|
1,214
|
|
|
$
|
1,344
|
|
|
$
|
1,779
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
2.67
|
|
|
2.79
|
|
|
2.42
|
|
|
2.29
|
|
|
2.96
|
|
(1)
|
Excluded from the computation of fixed charges for the years ended December 31, 2015, 2014, 2013, 2012, and 2011 is interest expense of $-0-, interest expense of $3 million, interest income of $6 million, interest income of $11 million and interest income of $12 million 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/ William D. Rogers
|
|
William D. Rogers
|
|
Executive Vice President and Chief Financial Officer
|
/s/ Scott M. Prochazka
|
|
Scott M. Prochazka
|
|
President and Chief Executive Officer
|
|
February 26, 2016
|
|
/s/ William D. Rogers
|
|
William D. Rogers
|
|
Executive Vice President and Chief Financial Officer
|
|
February 26, 2016
|
|