|
(Mark One)
|
|
☑
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
FOR THE TRANSITION PERIOD FROM __________________ TO __________________
|
Texas
|
|
74-0694415
|
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
||
1111 Louisiana
|
Houston
|
Texas
|
77002
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Texas
|
|
22-3865106
|
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
||
1111 Louisiana
|
Houston
|
Texas
|
77002
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Delaware
|
|
76-0511406
|
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
||
1111 Louisiana
|
Houston
|
Texas
|
77002
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Securities registered pursuant to Section 12(b) of the Act:
|
|||
Registrant
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
CenterPoint Energy, Inc.
|
Common Stock, $0.01 par value
|
CNP
|
The New York Stock Exchange
|
|
|
|
Chicago Stock Exchange, Inc.
|
CenterPoint Energy, Inc.
|
Depositary Shares for 1/20 of 7.00% Series B Mandatory Convertible Preferred Stock, $0.01 par value
|
CNP/PB
|
The New York Stock Exchange
|
CenterPoint Energy Houston Electric, LLC
|
9.15% First Mortgage Bonds due 2021
|
n/a
|
The New York Stock Exchange
|
CenterPoint Energy Houston Electric, LLC
|
6.95% General Mortgage Bonds due 2033
|
n/a
|
The New York Stock Exchange
|
CenterPoint Energy Resources Corp.
|
6.625% Senior Notes due 2037
|
n/a
|
The New York Stock Exchange
|
CenterPoint Energy, Inc.
|
Yes
|
þ
|
|
No
|
o
|
CenterPoint Energy Houston Electric, LLC
|
Yes
|
þ
|
|
No
|
o
|
CenterPoint Energy Resources Corp.
|
Yes
|
þ
|
|
No
|
o
|
CenterPoint Energy, Inc.
|
Yes
|
þ
|
|
No
|
o
|
CenterPoint Energy Houston Electric, LLC
|
Yes
|
þ
|
|
No
|
o
|
CenterPoint Energy Resources Corp.
|
Yes
|
þ
|
|
No
|
o
|
|
Large accelerated filer
|
Accelerated filer
|
Non-accelerated filer
|
Smaller reporting company
|
Emerging growth company
|
CenterPoint Energy, Inc.
|
þ
|
o
|
o
|
☐
|
☐
|
CenterPoint Energy Houston Electric, LLC
|
o
|
o
|
þ
|
☐
|
☐
|
CenterPoint Energy Resources Corp.
|
o
|
o
|
þ
|
☐
|
☐
|
CenterPoint Energy, Inc.
|
Yes
|
☐
|
|
No
|
þ
|
CenterPoint Energy Houston Electric, LLC
|
Yes
|
☐
|
|
No
|
þ
|
CenterPoint Energy Resources Corp.
|
Yes
|
☐
|
|
No
|
þ
|
CenterPoint Energy, Inc.
|
|
502,656,951
|
shares of common stock outstanding, excluding 166 shares held as treasury stock
|
CenterPoint Energy Houston Electric, LLC
|
|
1,000
|
common shares outstanding, all held by Utility Holding, LLC, a wholly-owned subsidiary of CenterPoint Energy, Inc.
|
CenterPoint Energy Resources Corp.
|
|
1,000
|
shares of common stock outstanding, all held by Utility Holding, LLC, a wholly-owned subsidiary of CenterPoint Energy, Inc.
|
|
PART I.
|
|
FINANCIAL INFORMATION
|
|
Item 1.
|
|
||
|
|
CenterPoint Energy, Inc. Financial Statements (unaudited)
|
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
Item 2.
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
Item 3.
|
|
||
Item 4.
|
|
||
|
|
|
|
PART II.
|
|
OTHER INFORMATION
|
|
Item 1.
|
|
||
Item 1A.
|
|
||
Item 6.
|
|
||
|
|
GLOSSARY
|
||
ACE
|
|
Affordable Clean Energy
|
AMA
|
|
Asset Management Agreement
|
AMS
|
|
Advanced Metering System
|
APSC
|
|
Arkansas Public Service Commission
|
ARAM
|
|
Average rate assumption method
|
ARO
|
|
Asset retirement obligation
|
ARP
|
|
Alternative revenue program
|
ASC
|
|
Accounting Standards Codification
|
ASU
|
|
Accounting Standards Update
|
AT&T Common
|
|
AT&T Inc. common stock
|
Athena Energy Services
|
|
Athena Energy Services Buyer, LLC, a Delaware limited liability company and subsidiary of Energy Capital Partners, LLC
|
Bailey to Jones Creek Project
|
|
A transmission project in the greater Freeport, Texas area, which includes enhancements to two existing substations and the construction of a new 345 kV double-circuit line to be located in the counties of Brazoria, Matagorda and Wharton
|
Bcf
|
|
Billion cubic feet
|
Bond Companies
|
|
Bond Company II, Bond Company III, Bond Company IV and Restoration Bond Company, each a wholly-owned, bankruptcy remote entity formed solely for the purpose of purchasing and owning transition or system restoration property through the issuance of Securitization Bonds
|
Bond Company II
|
|
CenterPoint Energy Transition Bond Company II, LLC, a wholly-owned subsidiary of Houston Electric
|
Bond Company III
|
|
CenterPoint Energy Transition Bond Company III, LLC, a wholly-owned subsidiary of Houston Electric
|
Bond Company IV
|
|
CenterPoint Energy Transition Bond Company IV, LLC, a wholly-owned subsidiary of Houston Electric
|
CARES Act
|
|
Coronavirus Aid, Relief, and Economic Security Act
|
CCR
|
|
Coal Combustion Residuals
|
CECA
|
|
Clean Energy Cost Adjustment
|
CECL
|
|
Current expected credit losses
|
CEIP
|
|
CenterPoint Energy Intrastate Pipelines, LLC, a wholly-owned subsidiary of CERC Corp.
|
CenterPoint Energy
|
|
CenterPoint Energy, Inc., and its subsidiaries
|
CERC
|
|
CERC Corp., together with its subsidiaries
|
CERC Corp.
|
|
CenterPoint Energy Resources Corp.
|
CES
|
|
CenterPoint Energy Services, Inc., a wholly-owned subsidiary of CERC Corp.
|
Charter Common
|
|
Charter Communications, Inc. common stock
|
CIP
|
|
Conservation Improvement Program
|
CME
|
|
Chicago Mercantile Exchange
|
CNG
|
|
Compressed Natural Gas
|
CNP Midstream
|
|
CenterPoint Energy Midstream, Inc., a wholly-owned subsidiary of CenterPoint Energy
|
CODM
|
|
Chief Operating Decision Maker, the Registrants’ Chief Executive Officer
|
Common Stock
|
|
CenterPoint Energy, Inc. common stock, par value $0.01 per share
|
COVID-19
|
|
Novel coronavirus disease 2019 and related global outbreak that was subsequently declared a pandemic by the World Health Organization
|
COVID-19 ERP
|
|
COVID-19 Electricity Relief Program
|
CPP
|
|
Clean Power Plan
|
GLOSSARY
|
||
CSIA
|
|
Compliance and System Improvement Adjustment
|
DCRF
|
|
Distribution Cost Recovery Factor
|
DRR
|
|
Distribution Replacement Rider
|
DSMA
|
|
Demand Side Management Adjustment
|
EBITDA
|
|
Earnings before income taxes, depreciation and amortization
|
EDIT
|
|
Excess deferred income taxes
|
EECR
|
|
Energy Efficiency Cost Recovery
|
EECRF
|
|
Energy Efficiency Cost Recovery Factor
|
EEFC
|
|
Energy Efficiency Funding Component
|
EEFR
|
|
Energy Efficiency Funding Rider
|
ELG
|
|
Effluent Limitation Guidelines
|
Enable
|
|
Enable Midstream Partners, LP
|
Enable GP
|
|
Enable GP, LLC, Enable’s general partner
|
Enable Series A Preferred Units
|
|
Enable’s 10% Series A Fixed-to-Floating Non-Cumulative Redeemable Perpetual Preferred Units, representing limited partner interests in Enable
|
Energy Services
|
|
Offers competitive variable and fixed-priced physical natural gas supplies primarily to commercial and industrial customers and electric and natural gas utilities through CES and its subsidiary, CEIP
|
Energy Services Disposal Group
|
|
Substantially all of the businesses within CenterPoint Energy’s and CERC’s Energy Services reporting unit that will be sold under the Equity Purchase Agreement
|
EPA
|
|
Environmental Protection Agency
|
Equity Purchase Agreement
|
|
Equity Purchase Agreement, dated as of February 24, 2020, by and between CERC Corp. and Athena Energy Services
|
ERCOT
|
|
Electric Reliability Council of Texas
|
ESG
|
|
Energy Systems Group, LLC, a wholly-owned subsidiary of Vectren
|
FERC
|
|
Federal Energy Regulatory Commission
|
Fitch
|
|
Fitch, Inc.
|
Form 10-Q
|
|
Quarterly Report on Form 10-Q
|
FRP
|
|
Formula Rate Plan
|
Gas Daily
|
|
Platts gas daily indices
|
GHG
|
|
Greenhouse gases
|
GRIP
|
|
Gas Reliability Infrastructure Program
|
GWh
|
|
Gigawatt-hours
|
Houston Electric
|
|
CenterPoint Energy Houston Electric, LLC and its subsidiaries
|
IDEM
|
|
Indiana Department of Environmental Management
|
Indiana Electric
|
|
Operations of SIGECO’s electric transmission and distribution services, and includes its power generating and wholesale power operations
|
Indiana Gas
|
|
Indiana Gas Company, Inc., a wholly-owned subsidiary of Vectren
|
Indiana North
|
|
Gas operations of Indiana Gas
|
Indiana South
|
|
Gas operations of SIGECO
|
Indiana Utilities
|
|
The combination of Indiana Electric, Indiana North and Indiana South
|
Infrastructure Services
|
|
Provides underground pipeline construction and repair services through Vectren’s wholly-owned subsidiaries, Miller Pipeline, LLC and Minnesota Limited, LLC
|
Infrastructure Services Disposal Group
|
|
Businesses within the Infrastructure Services reporting unit that were sold under the Securities Purchase Agreement
|
Interim Condensed Financial Statements
|
|
Unaudited condensed consolidated interim financial statements and combined notes
|
IRP
|
|
Integrated Resource Plan
|
IRS
|
|
Internal Revenue Service
|
GLOSSARY
|
||
IURC
|
|
Indiana Utility Regulatory Commission
|
kV
|
|
Kilovolt
|
KW
|
|
Kilowatts
|
LIBOR
|
|
London Interbank Offered Rate
|
LNG
|
|
Liquefied Natural Gas
|
Merger
|
|
The merger of Merger Sub with and into Vectren on the terms and subject to the conditions set forth in the Merger Agreement, with Vectren continuing as the surviving corporation and as a wholly-owned subsidiary of CenterPoint Energy, Inc.
|
Merger Agreement
|
|
Agreement and Plan of Merger, dated as of April 21, 2018, among CenterPoint Energy, Vectren and Merger Sub
|
Merger Sub
|
|
Pacer Merger Sub, Inc., an Indiana corporation and wholly-owned subsidiary of CenterPoint Energy
|
MES
|
|
CenterPoint Energy Mobile Energy Solutions, Inc., a wholly-owned subsidiary of CERC Corp.
|
MGP
|
|
Manufactured gas plant
|
MLP
|
|
Master Limited Partnership
|
MMBtu
|
|
One million British thermal units
|
Moody’s
|
|
Moody’s Investors Service, Inc.
|
MPSC
|
|
Mississippi Public Service Commission
|
MPUC
|
|
Minnesota Public Utilities Commission
|
MRT
|
|
Enable Mississippi River Transmission, LLC
|
MW
|
|
Megawatts
|
NGD
|
|
Natural gas distribution business
|
NGLs
|
|
Natural gas liquids
|
NOLs
|
|
Net operating losses
|
NRG
|
|
NRG Energy, Inc.
|
NYMEX
|
|
New York Mercantile Exchange
|
OCC
|
|
Oklahoma Corporation Commission
|
OGE
|
|
OGE Energy Corp.
|
PBRC
|
|
Performance Based Rate Change
|
PowerTeam Services
|
|
PowerTeam Services, LLC, a Delaware limited liability company
|
PRPs
|
|
Potentially responsible parties
|
PUCO
|
|
Public Utilities Commission of Ohio
|
PUCT
|
|
Public Utility Commission of Texas
|
Railroad Commission
|
|
Railroad Commission of Texas
|
RCRA
|
|
Resource Conservation and Recovery Act of 1976
|
Registrants
|
|
CenterPoint Energy, Houston Electric and CERC, collectively
|
Reliant Energy
|
|
Reliant Energy, Incorporated
|
REP
|
|
Retail electric provider
|
Restoration Bond Company
|
|
CenterPoint Energy Restoration Bond Company, LLC, a wholly-owned subsidiary of Houston Electric
|
ROE
|
|
Return on equity
|
ROU
|
|
Right of use
|
RRA
|
|
Rate Regulation Adjustment
|
RSP
|
|
Rate Stabilization Plan
|
SEC
|
|
Securities and Exchange Commission
|
Securities Purchase Agreement
|
|
Securities Purchase Agreement, dated as of February 3, 2020, by and among VUSI, PowerTeam Services, and, solely for purposes of Section 10.17 of the Securities Purchase Agreement, Vectren
|
Securitization Bonds
|
|
Transition and system restoration bonds
|
GLOSSARY
|
||
Series A Preferred Stock
|
|
CenterPoint Energy’s Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share, with a liquidation preference of $1,000 per share
|
Series B Preferred Stock
|
|
CenterPoint Energy’s 7.00% Series B Mandatory Convertible Preferred Stock, par value $0.01 per share, with a liquidation preference of $1,000 per share
|
Series C Preferred Stock
|
|
CenterPoint Energy’s Series C Mandatory Convertible Preferred Stock, par value $0.01 per share, with a liquidation preference of $1,000 per share
|
SIGECO
|
|
Southern Indiana Gas and Electric Company, a wholly-owned subsidiary of Vectren
|
S&P
|
|
S&P Global Ratings
|
SRC
|
|
Sales Reconciliation Component
|
TBD
|
|
To be determined
|
TCEH Corp.
|
|
Formerly Texas Competitive Electric Holdings Company LLC, predecessor to Vistra Energy Corp. whose major subsidiaries include Luminant and TXU Energy
|
TCJA
|
|
Tax reform legislation informally called the Tax Cuts and Jobs Act of 2017
|
TCOS
|
|
Transmission Cost of Service
|
TCRF
|
|
Transmission Cost Recovery Factor
|
TDSIC
|
|
Transmission, Distribution and Storage System Improvement Charge
|
TDU
|
|
Transmission and distribution utility
|
TSCR
|
|
Tax Savings Credit Rider
|
Utility Holding
|
|
Utility Holding, LLC, a wholly-owned subsidiary of CenterPoint Energy
|
VCC
|
|
Vectren Capital Corp., a wholly-owned subsidiary of Vectren
|
Vectren
|
|
Vectren Corporation, a wholly-owned subsidiary of CenterPoint Energy as of February 1, 2019
|
VEDO
|
|
Vectren Energy Delivery of Ohio, Inc., a wholly-owned subsidiary of Vectren
|
VIE
|
|
Variable interest entity
|
Vistra Energy Corp.
|
|
Texas-based energy company focused on the competitive energy and power generation markets
|
VRP
|
|
Voluntary Remediation Program
|
VUHI
|
|
Vectren Utility Holdings, Inc., a wholly-owned subsidiary of Vectren
|
ZENS
|
|
2.0% Zero-Premium Exchangeable Subordinated Notes due 2029
|
ZENS-Related Securities
|
|
As of both March 31, 2020 and December 31, 2019, consisted of AT&T Common and Charter Common
|
2019 Form 10-K
|
|
Annual Report on Form 10-K for the fiscal year ended December 31, 2019
|
•
|
the performance of Enable, the amount of cash distributions CenterPoint Energy receives from Enable, Enable’s ability to redeem the Enable Series A Preferred Units in certain circumstances and the value of CenterPoint Energy’s 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 drilling, production and capital spending decisions of third parties and 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;
|
◦
|
economic effects of the recent actions of Saudi Arabia, Russia and other oil-producing countries, which have resulted in a substantial decrease in oil and natural gas prices, and the combined impact of these events and COVID-19 on commodity prices;
|
◦
|
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 goodwill, long-lived asset or other than temporary impairment charges by or related to Enable;
|
◦
|
the timing of payments from Enable’s customers under existing contracts, including minimum volume commitment payments;
|
◦
|
changes in tax status; and
|
◦
|
access to debt and equity capital;
|
•
|
the COVID-19 pandemic and its effect on our and Enable’s operations, business and financial condition, our industries and the communities we serve, U.S. and world financial markets and supply chains, potential regulatory actions and changes in customer and stakeholder behaviors relating thereto;
|
•
|
volatility and a substantial recent decline in the markets for oil and natural gas as a result of the actions of crude-oil exporting nations and the Organization of Petroleum Exporting Countries and reduced worldwide consumption due to the COVID-19 pandemic;
|
•
|
the expected benefits of the Merger and integration, including the outcome of shareholder litigation filed against Vectren that could reduce anticipated benefits of the Merger, as well as the ability to successfully integrate the Vectren businesses and to realize anticipated benefits and commercial opportunities;
|
•
|
the recording of impairment charges, including any impairment or loss associated with the sale of the Infrastructure Services and Energy Services Disposal Groups;
|
•
|
industrial, commercial and residential growth in our service territories and changes in market demand, including the demand for our non-utility products and services and effects of energy efficiency measures and demographic patterns;
|
•
|
timely and appropriate rate actions that allow recovery of costs and a reasonable return on investment;
|
•
|
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;
|
•
|
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 and changes in regulation and legislation pertaining to trade, health care, finance and actions regarding the rates charged by our regulated businesses;
|
•
|
tax legislation, including the effects of the CARES Act and of the TCJA (which includes any potential changes to interest deductibility) and uncertainties involving state commissions’ and local municipalities’ regulatory requirements and determinations regarding the treatment of EDIT and our rates;
|
•
|
CenterPoint Energy’s and CERC’s 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 coal, and the effects of geographic and seasonal commodity price differentials on CERC and Enable;
|
•
|
the ability of CenterPoint Energy’s and CERC’s non-utility business operating in the Energy Services Disposal Group to effectively optimize opportunities related to natural gas price volatility and storage activities, including weather-related impacts;
|
•
|
actions by credit rating agencies, including any potential downgrades to credit ratings;
|
•
|
problems with regulatory approval, legislative actions, construction, implementation of necessary technology or other issues with respect to major capital projects that result in delays or cancellation or in cost overruns that cannot be recouped in rates;
|
•
|
the availability and prices of raw materials and services and changes in labor for current and future construction projects;
|
•
|
local, state and federal legislative and regulatory actions or developments relating to the environment, including, among others, those related to global climate change, air emissions, carbon, waste water discharges and the handling and disposal of CCR that could impact the continued operation, and/or cost recovery of generation plant costs and related assets;
|
•
|
the impact of unplanned facility outages or other closures;
|
•
|
any direct or indirect effects on our or Enable’s 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, ice, earthquakes, explosions, leaks, floods, droughts, hurricanes, tornadoes, pandemic health events or other occurrences;
|
•
|
our ability to invest planned capital and the timely recovery of our investments, including those related to Indiana Electric’s anticipated IRP;
|
•
|
our ability to successfully construct and operate electric generating facilities, including complying with applicable environmental standards and the implementation of a well-balanced energy and resource mix, as appropriate;
|
•
|
our ability to control operation and maintenance costs;
|
•
|
the sufficiency of our insurance coverage, including availability, cost, coverage and terms and ability to recover claims;
|
•
|
the investment performance of CenterPoint Energy’s pension and postretirement benefit plans;
|
•
|
changes in interest rates and their impact on costs of borrowing and the valuation of CenterPoint Energy’s pension benefit obligation;
|
•
|
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 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;
|
•
|
the extent and effectiveness of our and Enable’s risk management and hedging activities, including, but not limited to financial and weather hedges and commodity risk management activities;
|
•
|
timely and appropriate regulatory actions, which include actions allowing securitization, for any future hurricanes or natural disasters or other recovery of costs;
|
•
|
the ability of REPs, including REP affiliates of NRG and Vistra Energy Corp., formerly known as TCEH Corp., to satisfy their obligations to CenterPoint Energy and Houston Electric;
|
•
|
CenterPoint Energy’s or Enable’s potential business strategies and strategic initiatives, including restructurings, joint ventures and acquisitions or dispositions of assets or businesses, including the proposed sale of CES, which CenterPoint Energy and Enable cannot assure will be completed or will have the anticipated benefits to CenterPoint Energy or Enable;
|
•
|
acquisition and merger activities involving us or our competitors, including the ability to successfully complete merger, acquisition and divestiture plans;
|
•
|
our or Enable’s ability to recruit, effectively transition and retain management and key employees and maintain good labor relations;
|
•
|
the outcome of litigation;
|
•
|
the development of new opportunities and the performance of projects undertaken by ESG, including, among other factors, the level of success in bidding contracts and cancellation and/or reductions in the scope of projects by customers, and obligations related to warranties and guarantees;
|
•
|
changes in technology, particularly with respect to efficient battery storage or the emergence or growth of new, developing or alternative sources of generation;
|
•
|
the impact of alternate energy sources on the demand for natural gas;
|
•
|
the timing and outcome of any audits, disputes and other proceedings related to taxes;
|
•
|
the effective tax rates;
|
•
|
the transition to a replacement for the LIBOR benchmark interest rate;
|
•
|
the effect of changes in and application of accounting standards and pronouncements; and
|
•
|
other factors discussed in “Risk Factors” in Item 1A of Part I of the Registrants’ combined 2019 Form 10-K, which are incorporated herein by reference, in Item 1A of Part II of this Form 10-Q and other reports the Registrants file from time to time with the SEC.
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
|
|
|
||||||
Revenues:
|
|
|
|
|
||||
Utility revenues
|
|
$
|
2,073
|
|
|
$
|
2,171
|
|
Non-utility revenues
|
|
94
|
|
|
58
|
|
||
Total
|
|
2,167
|
|
|
2,229
|
|
||
Expenses:
|
|
|
|
|
||||
Utility natural gas, fuel and purchased power
|
|
609
|
|
|
797
|
|
||
Non-utility cost of revenues, including natural gas
|
|
64
|
|
|
47
|
|
||
Operation and maintenance
|
|
674
|
|
|
748
|
|
||
Depreciation and amortization
|
|
282
|
|
|
300
|
|
||
Taxes other than income taxes
|
|
136
|
|
|
126
|
|
||
Goodwill Impairment
|
|
185
|
|
|
—
|
|
||
Total
|
|
1,950
|
|
|
2,018
|
|
||
Operating Income
|
|
217
|
|
|
211
|
|
||
Other Income (Expense):
|
|
|
|
|
||||
Gain (loss) on marketable securities
|
|
(144
|
)
|
|
83
|
|
||
Gain (loss) on indexed debt securities
|
|
135
|
|
|
(86
|
)
|
||
Interest expense and other finance charges
|
|
(139
|
)
|
|
(121
|
)
|
||
Interest expense on Securitization Bonds
|
|
(8
|
)
|
|
(12
|
)
|
||
Equity in earnings (loss) of unconsolidated affiliates, net
|
|
(1,475
|
)
|
|
62
|
|
||
Interest income
|
|
—
|
|
|
12
|
|
||
Interest income from Securitization Bonds
|
|
1
|
|
|
2
|
|
||
Other income, net
|
|
13
|
|
|
6
|
|
||
Total
|
|
(1,617
|
)
|
|
(54
|
)
|
||
Income (Loss) from Continuing Operations Before Income Taxes
|
|
(1,400
|
)
|
|
157
|
|
||
Income tax expense (benefit)
|
|
(347
|
)
|
|
14
|
|
||
Income (Loss) from Continuing Operations
|
|
(1,053
|
)
|
|
143
|
|
||
Income (loss) from discontinued operations (net of tax expense (benefit) of ($17) and $8, respectively)
|
|
(146
|
)
|
|
26
|
|
||
Net Income (Loss)
|
|
(1,199
|
)
|
|
169
|
|
||
Preferred stock dividend requirement
|
|
29
|
|
|
29
|
|
||
Income (Loss) Available to Common Shareholders
|
|
$
|
(1,228
|
)
|
|
$
|
140
|
|
|
|
|
|
|
||||
Basic earnings (loss) per common share - continuing operations
|
|
$
|
(2.15
|
)
|
|
$
|
0.23
|
|
Basic earnings (loss) per common share - discontinued operations
|
|
(0.29
|
)
|
|
0.05
|
|
||
Basic Earnings (Loss) Per Common Share
|
|
(2.44
|
)
|
|
0.28
|
|
||
Diluted earnings (loss) per common share - continuing operations
|
|
$
|
(2.15
|
)
|
|
$
|
0.23
|
|
Diluted earnings (loss) per common share - discontinued operations
|
|
(0.29
|
)
|
|
0.05
|
|
||
Diluted Earnings (Loss) Per Common Share
|
|
$
|
(2.44
|
)
|
|
$
|
0.28
|
|
|
|
|
|
|
||||
Weighted Average Common Shares Outstanding, Basic
|
|
502
|
|
|
502
|
|
||
Weighted Average Common Shares Outstanding, Diluted
|
|
502
|
|
|
504
|
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
|
(in millions)
|
|||||||
Net income (loss)
|
|
$
|
(1,199
|
)
|
|
$
|
169
|
|
Other comprehensive income (loss):
|
|
|
|
|
||||
Adjustment to pension and other postretirement plans (net of tax of $1 and $1)
|
|
1
|
|
|
1
|
|
||
Net deferred loss from cash flow hedges (net of tax of $-0- and $-0-)
|
|
—
|
|
|
(1
|
)
|
||
Reclassification of deferred loss from cash flow hedges realized in net income (net of tax of $-0- and $-0-)
|
|
—
|
|
|
1
|
|
||
Other comprehensive loss from unconsolidated affiliates (net of tax of $-0- and $-0-)
|
|
(3
|
)
|
|
—
|
|
||
Total
|
|
(2
|
)
|
|
1
|
|
||
Comprehensive income (loss)
|
|
(1,201
|
)
|
|
170
|
|
||
Preferred stock dividend requirement
|
|
29
|
|
|
29
|
|
||
Comprehensive income (loss) available to common shareholders
|
|
$
|
(1,230
|
)
|
|
$
|
141
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
|
(in millions)
|
||||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents ($190 and $216 related to VIEs, respectively)
|
$
|
220
|
|
|
$
|
241
|
|
Investment in marketable securities
|
678
|
|
|
822
|
|
||
Accounts receivable ($22 and $26 related to VIEs, respectively), less bad debt reserve of $30 and $21, respectively
|
711
|
|
|
702
|
|
||
Accrued unbilled revenues, less bad debt reserve of $3 and $-0-, respectively
|
320
|
|
|
469
|
|
||
Natural gas inventory
|
97
|
|
|
209
|
|
||
Materials and supplies
|
278
|
|
|
263
|
|
||
Taxes receivable
|
93
|
|
|
106
|
|
||
Current assets held for sale
|
1,647
|
|
|
1,002
|
|
||
Prepaid expenses and other current assets ($19 and $19 related to VIEs, respectively)
|
120
|
|
|
123
|
|
||
Total current assets
|
4,164
|
|
|
3,937
|
|
||
Property, Plant and Equipment:
|
|
|
|
||||
Property, plant and equipment
|
30,830
|
|
|
30,324
|
|
||
Less: accumulated depreciation and amortization
|
9,852
|
|
|
9,700
|
|
||
Property, plant and equipment, net
|
20,978
|
|
|
20,624
|
|
||
Other Assets:
|
|
|
|
||||
Goodwill
|
4,697
|
|
|
4,882
|
|
||
Regulatory assets ($758 and $788 related to VIEs, respectively)
|
2,120
|
|
|
2,117
|
|
||
Investment in unconsolidated affiliates
|
850
|
|
|
2,408
|
|
||
Preferred units – unconsolidated affiliate
|
363
|
|
|
363
|
|
||
Non-current assets held for sale
|
—
|
|
|
962
|
|
||
Other
|
223
|
|
|
236
|
|
||
Total other assets
|
8,253
|
|
|
10,968
|
|
||
Total Assets
|
$
|
33,395
|
|
|
$
|
35,529
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
|
(in millions, except share amounts)
|
||||||
Current Liabilities:
|
|
|
|
||||
Current portion of VIE Securitization Bonds long-term debt
|
$
|
204
|
|
|
$
|
231
|
|
Indexed debt, net
|
18
|
|
|
19
|
|
||
Current portion of other long-term debt
|
1,204
|
|
|
618
|
|
||
Indexed debt securities derivative
|
758
|
|
|
893
|
|
||
Accounts payable
|
739
|
|
|
884
|
|
||
Taxes accrued
|
177
|
|
|
239
|
|
||
Interest accrued
|
126
|
|
|
158
|
|
||
Customer deposits
|
124
|
|
|
124
|
|
||
Non-trading derivative liabilities
|
9
|
|
|
7
|
|
||
Current liabilities held for sale
|
383
|
|
|
455
|
|
||
Other
|
300
|
|
|
350
|
|
||
Total current liabilities
|
4,042
|
|
|
3,978
|
|
||
Other Liabilities:
|
|
|
|
|
|
||
Deferred income taxes, net
|
3,562
|
|
|
3,928
|
|
||
Non-trading derivative liabilities
|
14
|
|
|
15
|
|
||
Benefit obligations
|
746
|
|
|
750
|
|
||
Regulatory liabilities
|
3,480
|
|
|
3,474
|
|
||
Non-current liabilities held for sale
|
—
|
|
|
43
|
|
||
Other
|
751
|
|
|
738
|
|
||
Total other liabilities
|
8,553
|
|
|
8,948
|
|
||
Long-term Debt:
|
|
|
|
|
|
||
VIE Securitization Bonds, net
|
710
|
|
|
746
|
|
||
Other long-term debt, net
|
13,120
|
|
|
13,498
|
|
||
Total long-term debt, net
|
13,830
|
|
|
14,244
|
|
||
Commitments and Contingencies (Note 14)
|
|
|
|
|
|
||
Shareholders’ Equity:
|
|
|
|
|
|
||
Cumulative preferred stock, $0.01 par value, 20,000,000 shares authorized
|
|
|
|
|
|
||
Series A Preferred Stock, $0.01 par value, $800 aggregate liquidation preference, 800,000 shares outstanding
|
790
|
|
|
790
|
|
||
Series B Preferred Stock, $0.01 par value, $978 aggregate liquidation preference, 977,500 shares outstanding
|
950
|
|
|
950
|
|
||
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 502,647,495 shares and 502,242,061 shares outstanding, respectively
|
5
|
|
|
5
|
|
||
Additional paid-in capital
|
6,086
|
|
|
6,080
|
|
||
Retained earnings (accumulated deficit)
|
(761
|
)
|
|
632
|
|
||
Accumulated other comprehensive loss
|
(100
|
)
|
|
(98
|
)
|
||
Total shareholders’ equity
|
6,970
|
|
|
8,359
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
33,395
|
|
|
$
|
35,529
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
|
(in millions)
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
||||
Net income (loss)
|
$
|
(1,199
|
)
|
|
$
|
169
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
282
|
|
|
300
|
|
||
Depreciation and amortization on assets held for sale
|
—
|
|
|
13
|
|
||
Amortization of deferred financing costs
|
7
|
|
|
7
|
|
||
Amortization of intangible assets in non-utility cost of revenues
|
1
|
|
|
9
|
|
||
Deferred income taxes
|
(377
|
)
|
|
(14
|
)
|
||
Goodwill impairment and loss from reclassification to held for sale
|
214
|
|
|
—
|
|
||
Goodwill impairment
|
185
|
|
|
—
|
|
||
Unrealized loss (gain) on marketable securities
|
144
|
|
|
(83
|
)
|
||
Loss (gain) on indexed debt securities
|
(135
|
)
|
|
86
|
|
||
Write-down of natural gas inventory
|
3
|
|
|
1
|
|
||
Equity in (earnings) losses of unconsolidated affiliates
|
1,475
|
|
|
(62
|
)
|
||
Distributions from unconsolidated affiliates
|
70
|
|
|
74
|
|
||
Pension contributions
|
(2
|
)
|
|
(2
|
)
|
||
Changes in other assets and liabilities, excluding acquisitions:
|
|
|
|
||||
Accounts receivable and unbilled revenues, net
|
236
|
|
|
138
|
|
||
Inventory
|
110
|
|
|
120
|
|
||
Taxes receivable
|
13
|
|
|
—
|
|
||
Accounts payable
|
(192
|
)
|
|
(332
|
)
|
||
Fuel cost recovery
|
11
|
|
|
58
|
|
||
Non-trading derivatives, net
|
(53
|
)
|
|
(40
|
)
|
||
Margin deposits, net
|
21
|
|
|
19
|
|
||
Interest and taxes accrued
|
(95
|
)
|
|
(116
|
)
|
||
Net regulatory assets and liabilities
|
(38
|
)
|
|
(3
|
)
|
||
Other current assets
|
(5
|
)
|
|
16
|
|
||
Other current liabilities
|
(37
|
)
|
|
(101
|
)
|
||
Other assets
|
19
|
|
|
58
|
|
||
Other liabilities
|
1
|
|
|
(39
|
)
|
||
Other operating activities, net
|
3
|
|
|
(5
|
)
|
||
Net cash provided by operating activities
|
662
|
|
|
271
|
|
||
Cash Flows from Investing Activities:
|
|
|
|
||||
Capital expenditures
|
(664
|
)
|
|
(537
|
)
|
||
Acquisitions, net of cash acquired
|
—
|
|
|
(5,987
|
)
|
||
Distributions from unconsolidated affiliate in excess of cumulative earnings
|
7
|
|
|
—
|
|
||
Other investing activities, net
|
3
|
|
|
(15
|
)
|
||
Net cash used in investing activities
|
(654
|
)
|
|
(6,539
|
)
|
||
Cash Flows from Financing Activities:
|
|
|
|
||||
Proceeds from (payments of) commercial paper, net
|
(828
|
)
|
|
2,692
|
|
||
Proceeds from long-term debt, net
|
—
|
|
|
721
|
|
||
Payments of long-term debt
|
(63
|
)
|
|
(994
|
)
|
||
Long-term revolving credit facility, net
|
1,050
|
|
|
135
|
|
||
Debt issuance costs
|
—
|
|
|
(8
|
)
|
||
Payment of dividends on Common Stock
|
(145
|
)
|
|
(144
|
)
|
||
Payment of dividends on Preferred Stock
|
(42
|
)
|
|
(43
|
)
|
||
Other financing activities, net
|
(4
|
)
|
|
(14
|
)
|
||
Net cash provided by (used in) financing activities
|
(32
|
)
|
|
2,345
|
|
||
Net Decrease in Cash, Cash Equivalents and Restricted Cash
|
(24
|
)
|
|
(3,923
|
)
|
||
Cash, Cash Equivalents and Restricted Cash at Beginning of Period
|
271
|
|
|
4,278
|
|
||
Cash, Cash Equivalents and Restricted Cash at End of Period
|
$
|
247
|
|
|
$
|
355
|
|
|
|
Three Months Ended March 31,
|
||||||||||||
|
|
2020
|
|
2019
|
||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
||||||
|
|
|
||||||||||||
Cumulative Preferred Stock, $0.01 par value; authorized 20,000,000 shares
|
|
|
|
|
|
|
|
|
||||||
Balance, beginning of period
|
|
2
|
|
|
$
|
1,740
|
|
|
2
|
|
|
$
|
1,740
|
|
Balance, end of period
|
|
2
|
|
|
1,740
|
|
|
2
|
|
|
1,740
|
|
||
Common Stock, $0.01 par value; authorized 1,000,000,000 shares
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Balance, beginning of period
|
|
502
|
|
|
5
|
|
|
501
|
|
|
5
|
|
||
Issuances related to benefit and investment plans
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||
Balance, end of period
|
|
502
|
|
|
5
|
|
|
502
|
|
|
5
|
|
||
Additional Paid-in-Capital
|
|
|
|
|
|
|
|
|
|
|
||||
Balance, beginning of period
|
|
|
|
6,080
|
|
|
|
|
|
6,072
|
|
|||
Issuances related to benefit and investment plans
|
|
|
|
6
|
|
|
|
|
|
(12
|
)
|
|||
Balance, end of period
|
|
|
|
6,086
|
|
|
|
|
|
6,060
|
|
|||
Retained Earnings (Accumulated Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|||
Balance, beginning of period
|
|
|
|
632
|
|
|
|
|
|
349
|
|
|||
Net income (loss)
|
|
|
|
(1,199
|
)
|
|
|
|
|
169
|
|
|||
Common Stock dividends declared ($0.2900 and $-0- per share, respectively)
|
|
|
|
(145
|
)
|
|
|
|
|
—
|
|
|||
Series A Preferred Stock dividends declared ($30.6250 and $-0- per share, respectively)
|
|
|
|
(25
|
)
|
|
|
|
—
|
|
||||
Series B Preferred Stock dividends declared ($17.5000 and $-0- per share, respectively)
|
|
|
|
(17
|
)
|
|
|
|
—
|
|
||||
Adoption of ASU 2016-13
|
|
|
|
(7
|
)
|
|
|
|
|
|||||
Balance, end of period
|
|
|
|
(761
|
)
|
|
|
|
|
518
|
|
|||
Accumulated Other Comprehensive Loss
|
|
|
|
|
|
|
|
|
|
|
|
|||
Balance, beginning of period
|
|
|
|
(98
|
)
|
|
|
|
|
(108
|
)
|
|||
Other comprehensive income (loss)
|
|
|
|
(2
|
)
|
|
|
|
|
1
|
|
|||
Balance, end of period
|
|
|
|
(100
|
)
|
|
|
|
|
(107
|
)
|
|||
Total Shareholders’ Equity
|
|
|
|
$
|
6,970
|
|
|
|
|
|
$
|
8,216
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
|
(in millions)
|
|||||||
Revenues
|
|
$
|
634
|
|
|
$
|
686
|
|
Expenses:
|
|
|
|
|
|
|
||
Operation and maintenance
|
|
359
|
|
|
368
|
|
||
Depreciation and amortization
|
|
129
|
|
|
175
|
|
||
Taxes other than income taxes
|
|
64
|
|
|
62
|
|
||
Total
|
|
552
|
|
|
605
|
|
||
Operating Income
|
|
82
|
|
|
81
|
|
||
Other Income (Expense):
|
|
|
|
|
|
|
||
Interest expense and other finance charges
|
|
(41
|
)
|
|
(40
|
)
|
||
Interest expense on Securitization Bonds
|
|
(8
|
)
|
|
(12
|
)
|
||
Interest income
|
|
1
|
|
|
4
|
|
||
Interest income from Securitization Bonds
|
|
1
|
|
|
2
|
|
||
Other income (expense), net
|
|
3
|
|
|
(2
|
)
|
||
Total
|
|
(44
|
)
|
|
(48
|
)
|
||
Income Before Income Taxes
|
|
38
|
|
|
33
|
|
||
Income tax expense
|
|
5
|
|
|
6
|
|
||
Net Income
|
|
$
|
33
|
|
|
$
|
27
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
|
(in millions)
|
|||||||
Net income
|
|
$
|
33
|
|
|
$
|
27
|
|
Other comprehensive loss:
|
|
|
|
|
||||
Net deferred loss from cash flow hedges (net of tax of $-0- and $-0-)
|
|
—
|
|
|
(1
|
)
|
||
Total
|
|
—
|
|
|
(1
|
)
|
||
Comprehensive income
|
|
$
|
33
|
|
|
$
|
26
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
|
(in millions)
|
||||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents ($190 and $216 related to VIEs, respectively)
|
$
|
196
|
|
|
$
|
216
|
|
Accounts and notes receivable ($22 and $26 related to VIEs, respectively), less bad debt reserve of $1 and $1, respectively
|
244
|
|
|
238
|
|
||
Accounts and notes receivable–affiliated companies
|
11
|
|
|
523
|
|
||
Accrued unbilled revenues
|
92
|
|
|
117
|
|
||
Materials and supplies
|
157
|
|
|
147
|
|
||
Prepaid expenses and other current assets ($19 and $19 related to VIEs, respectively)
|
36
|
|
|
49
|
|
||
Total current assets
|
736
|
|
|
1,290
|
|
||
Property, Plant and Equipment:
|
|
|
|
||||
Property, plant and equipment
|
13,058
|
|
|
12,829
|
|
||
Less: accumulated depreciation and amortization
|
3,844
|
|
|
3,797
|
|
||
Property, plant and equipment, net
|
9,214
|
|
|
9,032
|
|
||
Other Assets:
|
|
|
|
|
|
||
Regulatory assets ($758 and $788 related to VIEs, respectively)
|
891
|
|
|
915
|
|
||
Other
|
29
|
|
|
25
|
|
||
Total other assets
|
920
|
|
|
940
|
|
||
Total Assets
|
$
|
10,870
|
|
|
$
|
11,262
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
|
(in millions)
|
||||||
Current Liabilities:
|
|
|
|
|
|
||
Current portion of VIE Securitization Bonds long-term debt
|
$
|
204
|
|
|
$
|
231
|
|
Accounts payable
|
259
|
|
|
268
|
|
||
Accounts and notes payable–affiliated companies
|
175
|
|
|
76
|
|
||
Taxes accrued
|
61
|
|
|
123
|
|
||
Interest accrued
|
51
|
|
|
69
|
|
||
Other
|
78
|
|
|
63
|
|
||
Total current liabilities
|
828
|
|
|
830
|
|
||
Other Liabilities:
|
|
|
|
|
|
||
Deferred income taxes, net
|
1,036
|
|
|
1,030
|
|
||
Benefit obligations
|
72
|
|
|
75
|
|
||
Regulatory liabilities
|
1,271
|
|
|
1,288
|
|
||
Other
|
80
|
|
|
69
|
|
||
Total other liabilities
|
2,459
|
|
|
2,462
|
|
||
Long-term Debt:
|
|
|
|
|
|
||
VIE Securitization Bonds, net
|
710
|
|
|
746
|
|
||
Other, net
|
3,974
|
|
|
3,973
|
|
||
Total long-term debt, net
|
4,684
|
|
|
4,719
|
|
||
Commitments and Contingencies (Note 14)
|
|
|
|
||||
Member’s Equity:
|
|
|
|
||||
Common stock
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
2,486
|
|
|
2,486
|
|
||
Retained earnings
|
428
|
|
|
780
|
|
||
Accumulated other comprehensive loss
|
(15
|
)
|
|
(15
|
)
|
||
Total member’s equity
|
2,899
|
|
|
3,251
|
|
||
Total Liabilities and Member’s Equity
|
$
|
10,870
|
|
|
$
|
11,262
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
|
(in millions)
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
||||
Net income
|
$
|
33
|
|
|
$
|
27
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
129
|
|
|
175
|
|
||
Amortization of deferred financing costs
|
3
|
|
|
3
|
|
||
Deferred income taxes
|
(1
|
)
|
|
(15
|
)
|
||
Changes in other assets and liabilities:
|
|
|
|
|
|
||
Accounts and notes receivable, net
|
19
|
|
|
21
|
|
||
Accounts receivable/payable–affiliated companies
|
(3
|
)
|
|
(32
|
)
|
||
Inventory
|
(10
|
)
|
|
1
|
|
||
Accounts payable
|
(2
|
)
|
|
2
|
|
||
Taxes receivable
|
—
|
|
|
5
|
|
||
Interest and taxes accrued
|
(80
|
)
|
|
(58
|
)
|
||
Non-trading derivatives, net
|
—
|
|
|
(25
|
)
|
||
Net regulatory assets and liabilities
|
(11
|
)
|
|
(44
|
)
|
||
Other current assets
|
13
|
|
|
13
|
|
||
Other current liabilities
|
8
|
|
|
(7
|
)
|
||
Other assets
|
—
|
|
|
3
|
|
||
Other liabilities
|
8
|
|
|
(1
|
)
|
||
Other operating activities, net
|
(3
|
)
|
|
(2
|
)
|
||
Net cash provided by operating activities
|
103
|
|
|
66
|
|
||
Cash Flows from Investing Activities:
|
|
|
|
|
|
||
Capital expenditures
|
(286
|
)
|
|
(258
|
)
|
||
Decrease (increase) in notes receivable–affiliated companies
|
481
|
|
|
(979
|
)
|
||
Other investing activities, net
|
(3
|
)
|
|
—
|
|
||
Net cash provided by (used in) investing activities
|
192
|
|
|
(1,237
|
)
|
||
Cash Flows from Financing Activities:
|
|
|
|
|
|
||
Proceeds from long-term debt, net
|
—
|
|
|
696
|
|
||
Payments of long-term debt
|
(63
|
)
|
|
(175
|
)
|
||
Increase (decrease) in notes payable–affiliated companies
|
133
|
|
|
(1
|
)
|
||
Dividend to parent
|
(385
|
)
|
|
(24
|
)
|
||
Contribution from parent
|
—
|
|
|
590
|
|
||
Debt issuance costs
|
—
|
|
|
(7
|
)
|
||
Other financing activities, net
|
—
|
|
|
(1
|
)
|
||
Net cash provided by (used in) financing activities
|
(315
|
)
|
|
1,078
|
|
||
Net Decrease in Cash, Cash Equivalents and Restricted Cash
|
(20
|
)
|
|
(93
|
)
|
||
Cash, Cash Equivalents and Restricted Cash at Beginning of Period
|
235
|
|
|
370
|
|
||
Cash, Cash Equivalents and Restricted Cash at End of Period
|
$
|
215
|
|
|
$
|
277
|
|
|
|
Three Months Ended March 31,
|
||||||||||||
|
|
2020
|
|
2019
|
||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
||||||
|
|
|
||||||||||||
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Balance, beginning of period
|
|
1,000
|
|
|
$
|
—
|
|
|
1,000
|
|
|
$
|
—
|
|
Balance, end of period
|
|
1,000
|
|
|
—
|
|
|
1,000
|
|
|
—
|
|
||
Additional Paid-in-Capital
|
|
|
|
|
|
|
|
|
|
|
|
|||
Balance, beginning of period
|
|
|
|
2,486
|
|
|
|
|
|
1,896
|
|
|||
Contribution from Parent
|
|
|
|
—
|
|
|
|
|
590
|
|
||||
Balance, end of period
|
|
|
|
2,486
|
|
|
|
|
|
2,486
|
|
|||
Retained Earnings
|
|
|
|
|
|
|
|
|
|
|
|
|||
Balance, beginning of period
|
|
|
|
780
|
|
|
|
|
|
800
|
|
|||
Net income
|
|
|
|
33
|
|
|
|
|
|
27
|
|
|||
Dividend to parent
|
|
|
|
(385
|
)
|
|
|
|
(24
|
)
|
||||
Balance, end of period
|
|
|
|
428
|
|
|
|
|
|
803
|
|
|||
Accumulated Other Comprehensive Loss
|
|
|
|
|
|
|
|
|
||||||
Balance, beginning of period
|
|
|
|
(15
|
)
|
|
|
|
(14
|
)
|
||||
Other comprehensive loss
|
|
|
|
—
|
|
|
|
|
(1
|
)
|
||||
Balance, end of period
|
|
|
|
(15
|
)
|
|
|
|
(15
|
)
|
||||
Total Member’s Equity
|
|
|
|
$
|
2,899
|
|
|
|
|
|
$
|
3,274
|
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
|
(in millions)
|
|||||||
Revenues:
|
|
|
|
|
||||
Utility revenues
|
|
$
|
996
|
|
|
$
|
1,195
|
|
Non-utility revenues
|
|
15
|
|
|
17
|
|
||
Total
|
|
1,011
|
|
|
1,212
|
|
||
Expenses:
|
|
|
|
|
|
|
||
Utility natural gas
|
|
472
|
|
|
687
|
|
||
Non-utility cost of revenues, including natural gas
|
|
6
|
|
|
10
|
|
||
Operation and maintenance
|
|
209
|
|
|
233
|
|
||
Depreciation and amortization
|
|
74
|
|
|
73
|
|
||
Taxes other than income taxes
|
|
50
|
|
|
49
|
|
||
Total
|
|
811
|
|
|
1,052
|
|
||
Operating Income
|
|
200
|
|
|
160
|
|
||
Other Expense:
|
|
|
|
|
|
|
||
Interest expense and other finance charges
|
|
(30
|
)
|
|
(29
|
)
|
||
Other expense, net
|
|
(4
|
)
|
|
(3
|
)
|
||
Total
|
|
(34
|
)
|
|
(32
|
)
|
||
Income From Continuing Operations Before Income Taxes
|
|
166
|
|
|
128
|
|
||
Income tax expense
|
|
35
|
|
|
18
|
|
||
Income From Continuing Operations
|
|
131
|
|
|
110
|
|
||
Income (loss) from discontinued operations (net of tax expense (benefit) of ($11) and $8, respectively)
|
|
(64
|
)
|
|
28
|
|
||
Net Income
|
|
$
|
67
|
|
|
$
|
138
|
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
|
(in millions)
|
|||||||
Net income
|
|
$
|
67
|
|
|
$
|
138
|
|
Comprehensive income
|
|
$
|
67
|
|
|
$
|
138
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
|
(in millions)
|
||||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1
|
|
|
$
|
2
|
|
Accounts receivable, less bad debt reserve of $24 and $15, respectively
|
324
|
|
|
322
|
|
||
Accrued unbilled revenues, less bad debt reserve of $2 and $-0-, respectively
|
140
|
|
|
249
|
|
||
Accounts and notes receivable–affiliated companies
|
11
|
|
|
10
|
|
||
Materials and supplies
|
74
|
|
|
71
|
|
||
Natural gas inventory
|
30
|
|
|
135
|
|
||
Current assets held for sale
|
675
|
|
|
691
|
|
||
Prepaid expenses and other current assets
|
8
|
|
|
9
|
|
||
Total current assets
|
1,263
|
|
|
1,489
|
|
||
Property, Plant and Equipment:
|
|
|
|
||||
Property, plant and equipment
|
8,210
|
|
|
8,079
|
|
||
Less: accumulated depreciation and amortization
|
2,312
|
|
|
2,270
|
|
||
Property, plant and equipment, net
|
5,898
|
|
|
5,809
|
|
||
Other Assets:
|
|
|
|
|
|
||
Goodwill
|
757
|
|
|
757
|
|
||
Regulatory assets
|
192
|
|
|
191
|
|
||
Non-current assets held for sale
|
—
|
|
|
213
|
|
||
Other
|
40
|
|
|
53
|
|
||
Total other assets
|
989
|
|
|
1,214
|
|
||
Total Assets
|
$
|
8,150
|
|
|
$
|
8,512
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
|
(in millions)
|
||||||
Current Liabilities:
|
|
|
|
|
|
||
Current portion of long-term debt
|
$
|
593
|
|
|
$
|
—
|
|
Accounts payable
|
235
|
|
|
333
|
|
||
Accounts and notes payable–affiliated companies
|
48
|
|
|
47
|
|
||
Taxes accrued
|
80
|
|
|
84
|
|
||
Interest accrued
|
31
|
|
|
38
|
|
||
Customer deposits
|
75
|
|
|
74
|
|
||
Current liabilities held for sale
|
275
|
|
|
368
|
|
||
Other
|
134
|
|
|
167
|
|
||
Total current liabilities
|
1,471
|
|
|
1,111
|
|
||
Other Liabilities:
|
|
|
|
|
|
||
Deferred income taxes, net
|
498
|
|
|
470
|
|
||
Benefit obligations
|
80
|
|
|
80
|
|
||
Regulatory liabilities
|
1,235
|
|
|
1,219
|
|
||
Non-current liabilities held for sale
|
—
|
|
|
27
|
|
||
Other
|
411
|
|
|
418
|
|
||
Total other liabilities
|
2,224
|
|
|
2,214
|
|
||
Long-Term Debt
|
1,784
|
|
|
2,546
|
|
||
Commitments and Contingencies (Note 14)
|
|
|
|
|
|
||
Stockholder’s Equity:
|
|
|
|
||||
Common stock
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
2,116
|
|
|
2,116
|
|
||
Retained earnings
|
545
|
|
|
515
|
|
||
Accumulated other comprehensive income
|
10
|
|
|
10
|
|
||
Total stockholder’s equity
|
2,671
|
|
|
2,641
|
|
||
Total Liabilities and Stockholder’s Equity
|
$
|
8,150
|
|
|
$
|
8,512
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
|
(in millions)
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
||||
Net income
|
$
|
67
|
|
|
$
|
138
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
74
|
|
|
73
|
|
||
Depreciation and amortization on assets held for sale
|
—
|
|
|
4
|
|
||
Amortization of deferred financing costs
|
3
|
|
|
3
|
|
||
Deferred income taxes
|
23
|
|
|
21
|
|
||
Goodwill impairment and loss from reclassification to held for sale
|
132
|
|
|
—
|
|
||
Write-down of natural gas inventory
|
3
|
|
|
1
|
|
||
Changes in other assets and liabilities:
|
|
|
|
|
|
||
Accounts receivable and unbilled revenues, net
|
169
|
|
|
102
|
|
||
Accounts receivable/payable–affiliated companies
|
—
|
|
|
(18
|
)
|
||
Inventory
|
114
|
|
|
119
|
|
||
Accounts payable
|
(159
|
)
|
|
(255
|
)
|
||
Fuel cost recovery
|
9
|
|
|
58
|
|
||
Interest and taxes accrued
|
(11
|
)
|
|
(8
|
)
|
||
Non-trading derivatives, net
|
(54
|
)
|
|
(26
|
)
|
||
Margin deposits, net
|
21
|
|
|
19
|
|
||
Net regulatory assets and liabilities
|
1
|
|
|
19
|
|
||
Other current assets
|
(1
|
)
|
|
7
|
|
||
Other current liabilities
|
(13
|
)
|
|
(8
|
)
|
||
Other assets
|
18
|
|
|
(12
|
)
|
||
Other liabilities
|
(15
|
)
|
|
10
|
|
||
Other operating activities, net
|
—
|
|
|
1
|
|
||
Net cash provided by operating activities
|
381
|
|
|
248
|
|
||
Cash Flows from Investing Activities:
|
|
|
|
|
|
||
Capital expenditures
|
(176
|
)
|
|
(146
|
)
|
||
Increase in notes receivable–affiliated companies
|
—
|
|
|
(106
|
)
|
||
Other investing activities, net
|
(1
|
)
|
|
2
|
|
||
Net cash used in investing activities
|
(177
|
)
|
|
(250
|
)
|
||
Cash Flows from Financing Activities:
|
|
|
|
|
|
||
Proceeds from (payments of) commercial paper, net
|
(172
|
)
|
|
11
|
|
||
Dividends to parent
|
(32
|
)
|
|
(20
|
)
|
||
Other financing activities, net
|
(1
|
)
|
|
(2
|
)
|
||
Net cash used in financing activities
|
(205
|
)
|
|
(11
|
)
|
||
Net Decrease in Cash, Cash Equivalents and Restricted Cash
|
(1
|
)
|
|
(13
|
)
|
||
Cash, Cash Equivalents and Restricted Cash at Beginning of Period
|
2
|
|
|
25
|
|
||
Cash, Cash Equivalents and Restricted Cash at End of Period
|
$
|
1
|
|
|
$
|
12
|
|
|
|
Three Months Ended March 31,
|
||||||||||||
|
|
2020
|
|
2019
|
||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
||||||
|
|
|
||||||||||||
Common Stock
|
|
|
|
|
|
|
|
|
||||||
Balance, beginning of period
|
|
1,000
|
|
|
$
|
—
|
|
|
1,000
|
|
|
$
|
—
|
|
Balance, end of period
|
|
1,000
|
|
|
—
|
|
|
1,000
|
|
|
—
|
|
||
Additional Paid-in-Capital
|
|
|
|
|
|
|
|
|
|
|
|
|||
Balance, beginning of period
|
|
|
|
2,116
|
|
|
|
|
|
2,015
|
|
|||
Contribution from parent
|
|
|
|
—
|
|
|
|
|
—
|
|
||||
Balance, end of period
|
|
|
|
2,116
|
|
|
|
|
|
2,015
|
|
|||
Retained Earnings
|
|
|
|
|
|
|
|
|
|
|
|
|||
Balance, beginning of period
|
|
|
|
515
|
|
|
|
|
|
423
|
|
|||
Net income
|
|
|
|
67
|
|
|
|
|
|
138
|
|
|||
Dividend to parent
|
|
|
|
(32
|
)
|
|
|
|
|
(20
|
)
|
|||
Adoption of ASU 2016-13
|
|
|
|
(5
|
)
|
|
|
|
—
|
|
||||
Balance, end of period
|
|
|
|
545
|
|
|
|
|
|
541
|
|
|||
Accumulated Other Comprehensive Income
|
|
|
|
|
|
|
|
|
|
|
|
|||
Balance, beginning of period
|
|
|
|
10
|
|
|
|
|
|
5
|
|
|||
Balance, end of period
|
|
|
|
10
|
|
|
|
|
|
5
|
|
|||
Total Stockholder’s Equity
|
|
|
|
$
|
2,671
|
|
|
|
|
|
$
|
2,561
|
|
•
|
Houston Electric owns and operates electric transmission and distribution facilities in the Texas Gulf Coast area that includes the city of Houston.
|
•
|
CERC (i) owns and operates natural gas distribution systems in six states; (ii) owns and operates permanent pipeline connections through interconnects with various interstate and intrastate pipeline companies through CEIP; and (iii) provides temporary delivery of LNG and CNG throughout the contiguous 48 states through MES.
|
•
|
Vectren holds three public utilities through its wholly-owned subsidiary, VUHI, a public utility holding company:
|
•
|
Indiana Gas provides energy delivery services to natural gas customers located in central and southern Indiana;
|
•
|
SIGECO provides energy delivery services to electric and natural gas customers located near Evansville in southwestern Indiana and owns and operates electric generation assets to serve its electric customers and optimizes those assets in the wholesale power market; and
|
•
|
VEDO provides energy delivery services to natural gas customers located near Dayton in west-central Ohio.
|
•
|
Vectren performs non-utility activities through ESG, which provides energy performance contracting and sustainable infrastructure services, such as renewables, distributed generation and combined heat and power projects.
|
|
|
March 31, 2020
|
||||||||||||||
|
|
CenterPoint Energy
|
|
CERC
|
||||||||||||
|
|
Infrastructure Services Disposal Group
|
|
Energy Services Disposal Group
|
|
Total
|
|
Energy Services Disposal Group
|
||||||||
|
|
(in millions)
|
||||||||||||||
Receivables, net
|
|
$
|
216
|
|
|
$
|
355
|
|
|
$
|
571
|
|
|
$
|
355
|
|
Accrued unbilled revenues
|
|
57
|
|
|
2
|
|
|
59
|
|
|
2
|
|
||||
Natural gas inventory
|
|
—
|
|
|
52
|
|
|
52
|
|
|
52
|
|
||||
Materials and supplies
|
|
6
|
|
|
—
|
|
|
6
|
|
|
—
|
|
||||
Non-trading derivative assets
|
|
—
|
|
|
213
|
|
|
213
|
|
|
213
|
|
||||
Property, plant and equipment, net
|
|
313
|
|
|
29
|
|
|
342
|
|
|
29
|
|
||||
Goodwill
|
|
138
|
|
|
—
|
|
|
138
|
|
|
—
|
|
||||
Loss on assets held for sale
|
|
—
|
|
|
(70
|
)
|
|
(70
|
)
|
|
(70
|
)
|
||||
Other
|
|
242
|
|
|
94
|
|
|
336
|
|
|
94
|
|
||||
Total current assets held for sale
|
|
$
|
972
|
|
|
$
|
675
|
|
|
$
|
1,647
|
|
|
$
|
675
|
|
|
|
|
|
|
|
|
|
|
||||||||
Accounts payable
|
|
$
|
46
|
|
|
$
|
206
|
|
|
$
|
252
|
|
|
$
|
206
|
|
Taxes accrued
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
Non-trading derivative liabilities
|
|
—
|
|
|
36
|
|
|
36
|
|
|
36
|
|
||||
Benefit obligations
|
|
—
|
|
|
4
|
|
|
4
|
|
|
4
|
|
||||
Other
|
|
60
|
|
|
29
|
|
|
89
|
|
|
29
|
|
||||
Total current liabilities held for sale
|
|
$
|
108
|
|
|
$
|
275
|
|
|
$
|
383
|
|
|
$
|
275
|
|
|
|
December 31, 2019
|
||||||||||||||
|
|
CenterPoint Energy
|
|
CERC
|
||||||||||||
|
|
Infrastructure Services Disposal Group
|
|
Energy Services Disposal Group
|
|
Total
|
|
Energy Services Disposal Group
|
||||||||
|
|
(in millions)
|
||||||||||||||
Receivables, net
|
|
$
|
192
|
|
|
$
|
445
|
|
|
$
|
637
|
|
|
$
|
445
|
|
Accrued unbilled revenues
|
|
109
|
|
|
8
|
|
|
117
|
|
|
8
|
|
||||
Natural gas inventory
|
|
—
|
|
|
67
|
|
|
67
|
|
|
67
|
|
||||
Materials and supplies
|
|
6
|
|
|
—
|
|
|
6
|
|
|
—
|
|
||||
Non-trading derivative assets
|
|
—
|
|
|
136
|
|
|
136
|
|
|
136
|
|
||||
Other
|
|
4
|
|
|
35
|
|
|
39
|
|
|
35
|
|
||||
Total current assets held for sale
|
|
311
|
|
|
691
|
|
|
1,002
|
|
|
691
|
|
||||
Property, plant and equipment, net
|
|
295
|
|
|
26
|
|
|
321
|
|
|
26
|
|
||||
Goodwill
|
|
220
|
|
|
62
|
|
|
282
|
|
|
62
|
|
||||
Non-trading derivative assets
|
|
—
|
|
|
58
|
|
|
58
|
|
|
58
|
|
||||
Other
|
|
234
|
|
|
67
|
|
|
301
|
|
|
67
|
|
||||
Total non-current assets held for sale
|
|
749
|
|
|
213
|
|
|
962
|
|
|
213
|
|
||||
Total assets held for sale
|
|
$
|
1,060
|
|
|
$
|
904
|
|
|
$
|
1,964
|
|
|
$
|
904
|
|
|
|
|
|
|
|
|
|
|
||||||||
Accounts payable
|
|
$
|
45
|
|
|
$
|
299
|
|
|
344
|
|
|
$
|
299
|
|
|
Taxes accrued
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
Non-trading derivative liabilities
|
|
—
|
|
|
44
|
|
|
44
|
|
|
44
|
|
||||
Other
|
|
40
|
|
|
25
|
|
|
65
|
|
|
25
|
|
||||
Total current liabilities held for sale
|
|
87
|
|
|
368
|
|
|
455
|
|
|
368
|
|
||||
Non-trading derivative liabilities
|
|
—
|
|
|
14
|
|
|
14
|
|
|
14
|
|
||||
Benefit obligations
|
|
—
|
|
|
4
|
|
|
4
|
|
|
4
|
|
||||
Other
|
|
16
|
|
|
9
|
|
|
25
|
|
|
9
|
|
||||
Total non-current liabilities held for sale
|
|
16
|
|
|
27
|
|
|
43
|
|
|
27
|
|
||||
Total liabilities held for sale
|
|
$
|
103
|
|
|
$
|
395
|
|
|
$
|
498
|
|
|
$
|
395
|
|
|
|
Three Months Ended March 31,
|
||||||||||||||||||||||||||||||
|
|
2020
|
|
2019 (1)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||||||||||
|
|
CenterPoint Energy
|
|
CERC
|
||||||||||||||||||||||||||||
|
|
Infrastructure Services Disposal Group
|
|
Energy Services Disposal Group
|
|
Total
|
|
Energy Services Disposal Group
|
||||||||||||||||||||||||
|
|
(in millions)
|
||||||||||||||||||||||||||||||
Revenues
|
|
$
|
222
|
|
|
$
|
146
|
|
|
$
|
886
|
|
|
$
|
1,242
|
|
|
$
|
1,108
|
|
|
$
|
1,388
|
|
|
$
|
886
|
|
|
$
|
1,242
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|||||||||||||||
Non-utility cost of revenues
|
|
44
|
|
|
43
|
|
|
808
|
|
|
1,185
|
|
|
852
|
|
|
1,228
|
|
|
808
|
|
|
1,185
|
|
||||||||
Operation and maintenance
|
|
163
|
|
|
96
|
|
|
20
|
|
|
17
|
|
|
183
|
|
|
113
|
|
|
20
|
|
|
17
|
|
||||||||
Depreciation and amortization
|
|
—
|
|
|
9
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
4
|
|
||||||||
Taxes other than income taxes
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||||
Total
|
|
208
|
|
|
148
|
|
|
829
|
|
|
1,206
|
|
|
1,037
|
|
|
1,354
|
|
|
829
|
|
|
1,206
|
|
||||||||
Income (loss) from Discontinued Operations before income taxes
|
|
14
|
|
|
(2
|
)
|
|
57
|
|
|
36
|
|
|
71
|
|
|
34
|
|
|
57
|
|
|
36
|
|
||||||||
Loss from classification to held for sale (2)
|
|
96
|
|
|
—
|
|
|
138
|
|
|
—
|
|
|
234
|
|
|
—
|
|
|
132
|
|
|
—
|
|
||||||||
Income tax expense (benefit)
|
|
(5
|
)
|
|
—
|
|
|
(12
|
)
|
|
8
|
|
|
(17
|
)
|
|
8
|
|
|
(11
|
)
|
|
8
|
|
||||||||
Net income (loss) from Discontinued Operations
|
|
$
|
(77
|
)
|
|
$
|
(2
|
)
|
|
$
|
(69
|
)
|
|
$
|
28
|
|
|
$
|
(146
|
)
|
|
$
|
26
|
|
|
$
|
(64
|
)
|
|
$
|
28
|
|
(1)
|
Reflects February 1, 2019 to March 31, 2019 results only due to the Merger.
|
(2)
|
Loss from classification to held for sale is inclusive of goodwill impairment and, for CenterPoint Energy, its costs to sell.
|
|
|
Three Months Ended March 31,
|
||||||||||||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||||||
|
|
CenterPoint Energy
|
|
CERC
|
||||||||||||||||||||
|
|
Infrastructure Services Disposal Group
|
|
Energy Services Disposal Group
|
|
Energy Services Disposal Group
|
||||||||||||||||||
|
|
(in millions)
|
||||||||||||||||||||||
Depreciation and amortization
|
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
4
|
|
Amortization of intangible assets in Non-utility cost of revenues
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Write-down of natural gas inventory
|
|
—
|
|
|
—
|
|
|
3
|
|
|
1
|
|
|
3
|
|
|
1
|
|
||||||
Capital expenditures
|
|
16
|
|
|
27
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
||||||
Non-cash transactions:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable related to capital expenditures
|
|
2
|
|
|
3
|
|
|
4
|
|
|
6
|
|
|
4
|
|
|
6
|
|
|
|
Three Months Ended March 31,
|
||||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
|
CenterPoint Energy
|
|
CERC
|
||||||||||||
|
|
(in millions)
|
||||||||||||||
Transportation revenue
|
|
$
|
16
|
|
|
$
|
16
|
|
|
$
|
16
|
|
|
$
|
16
|
|
Natural gas expense
|
|
45
|
|
|
64
|
|
|
44
|
|
|
63
|
|
|
|
Three Months Ended March 31,
|
||||||||||||||
|
|
2020
|
|
2019 (1)
|
|
2020
|
|
2019 (1)
|
||||||||
|
|
CenterPoint Energy
|
|
CERC
|
||||||||||||
|
|
(in millions)
|
||||||||||||||
Pipeline construction and repair services capitalized
|
|
$
|
34
|
|
|
$
|
19
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Pipeline construction and repair service charges in operations and maintenance expense
|
|
1
|
|
|
4
|
|
|
1
|
|
|
1
|
|
(1)
|
Represents charges for the period February 1, 2019 through March 31, 2019 only due to the Merger.
|
|
|
Three Months Ended March 31, 2020
|
||||||||||||||||||
|
|
Houston Electric
T&D
|
|
Indiana
Electric Integrated
|
|
Natural Gas Distribution
|
|
Corporate
and Other
|
|
Total
|
||||||||||
|
|
(in millions)
|
||||||||||||||||||
Revenue from contracts
|
|
$
|
638
|
|
|
$
|
129
|
|
|
$
|
1,293
|
|
|
$
|
81
|
|
|
$
|
2,141
|
|
Other (1)
|
|
—
|
|
|
—
|
|
|
25
|
|
|
1
|
|
|
26
|
|
|||||
Total revenues
|
|
$
|
638
|
|
|
$
|
129
|
|
|
$
|
1,318
|
|
|
$
|
82
|
|
|
$
|
2,167
|
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||||
|
|
Houston Electric
T&D
|
|
Indiana
Electric Integrated (2) |
|
Natural Gas Distribution (2)
|
|
Corporate
and Other (2)
|
|
Total
|
||||||||||
|
|
(in millions)
|
||||||||||||||||||
Revenue from contracts
|
|
$
|
690
|
|
|
$
|
83
|
|
|
$
|
1,413
|
|
|
$
|
41
|
|
|
$
|
2,227
|
|
Other (1)
|
|
(1
|
)
|
|
—
|
|
|
2
|
|
|
1
|
|
|
2
|
|
|||||
Total revenues
|
|
$
|
689
|
|
|
$
|
83
|
|
|
$
|
1,415
|
|
|
$
|
42
|
|
|
$
|
2,229
|
|
(1)
|
Primarily consists of income from ARPs, weather hedge gains (losses) and leases. ARPs are contracts between the utility and its regulators, not between the utility and a customer. The Registrants recognize ARP revenue as other revenues when the regulator-specified conditions for recognition have been met. Upon recovery of ARP revenue through incorporation
|
(2)
|
Reflects revenues from Vectren subsidiaries for the period from February 1, 2019 to March 31, 2019.
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
|
(in millions)
|
||||||
Revenue from contracts
|
$
|
638
|
|
|
$
|
690
|
|
Other (1)
|
(4
|
)
|
|
(4
|
)
|
||
Total revenues
|
$
|
634
|
|
|
$
|
686
|
|
(1)
|
Primarily consists of income from ARPs, weather hedge gains (losses) and leases. ARPs are contracts between the utility and its regulators, not between the utility and a customer. The Registrants recognize ARP revenue as other revenues when the regulator-specified conditions for recognition have been met. Upon recovery of ARP revenue through incorporation in rates charged for utility service to customers, ARP revenue is reversed and recorded as revenue from contracts with customers. The recognition of ARP revenues and the reversal of ARP revenues upon recovery through rates charged for utility service may not occur in the same period. Lease income was not significant for the three months ended March 31, 2020 and 2019.
|
|
|
Three Months Ended March 31,
|
||||||||||||||||||||||
|
|
2020
|
|
2019
|
||||||||||||||||||||
|
|
Natural Gas Distribution
|
|
Corporate
and Other
|
|
Total
|
|
Natural Gas Distribution
|
|
Corporate
and Other
|
|
Total
|
||||||||||||
|
|
(in millions)
|
||||||||||||||||||||||
Revenue from contracts
|
|
$
|
981
|
|
|
$
|
3
|
|
|
$
|
984
|
|
|
$
|
1,205
|
|
|
$
|
1
|
|
|
$
|
1,206
|
|
Other (1)
|
|
27
|
|
|
—
|
|
|
27
|
|
|
6
|
|
|
—
|
|
|
6
|
|
||||||
Total revenues
|
|
$
|
1,008
|
|
|
$
|
3
|
|
|
$
|
1,011
|
|
|
$
|
1,211
|
|
|
$
|
1
|
|
|
$
|
1,212
|
|
(1)
|
Primarily consists of income from ARPs, weather hedge gains (losses) and leases. ARPs are contracts between the utility and its regulators, not between the utility and a customer. The Registrants recognize ARP revenue as other revenues when the regulator-specified conditions for recognition have been met. Upon recovery of ARP revenue through incorporation in rates charged for utility service to customers, ARP revenue is reversed and recorded as revenue from contracts with customers. The recognition of ARP revenues and the reversal of ARP revenues upon recovery through rates charged for utility service may not occur in the same period. Lease income was not significant for the three months ended March 31, 2020 and 2019.
|
|
Accounts Receivable
|
|
Other Accrued Unbilled Revenues
|
|
Contract
Assets
|
|
Contract Liabilities
|
||||||||
|
(in millions)
|
||||||||||||||
Opening balance as of December 31, 2019
|
$
|
566
|
|
|
$
|
469
|
|
|
$
|
6
|
|
|
$
|
30
|
|
Closing balance as of March 31, 2020
|
612
|
|
|
320
|
|
|
13
|
|
|
23
|
|
||||
Increase (decrease)
|
$
|
46
|
|
|
$
|
(149
|
)
|
|
$
|
7
|
|
|
$
|
(7
|
)
|
|
Accounts Receivable
|
|
Other Accrued Unbilled Revenues
|
|
Contract Liabilities
|
||||||
|
(in millions)
|
||||||||||
Opening balance as of December 31, 2019
|
$
|
210
|
|
|
$
|
117
|
|
|
$
|
3
|
|
Closing balance as of March 31, 2020
|
209
|
|
|
92
|
|
|
8
|
|
|||
Increase
|
$
|
(1
|
)
|
|
$
|
(25
|
)
|
|
$
|
5
|
|
|
Accounts Receivable
|
|
Other Accrued Unbilled Revenues
|
||||
|
(in millions)
|
||||||
Opening balance as of December 31, 2019
|
$
|
222
|
|
|
$
|
249
|
|
Closing balance as of March 31, 2020
|
265
|
|
|
140
|
|
||
Decrease
|
$
|
43
|
|
|
$
|
(109
|
)
|
|
Rolling 12 Months
|
|
Thereafter
|
|
Total
|
||||||
|
(in millions)
|
||||||||||
Revenue expected to be recognized on contracts in place as of March 31, 2020:
|
|
|
|
|
|
||||||
Corporate and Other
|
$
|
218
|
|
|
$
|
569
|
|
|
$
|
787
|
|
|
$
|
218
|
|
|
$
|
569
|
|
|
$
|
787
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
|
(in millions)
|
|||||||
Service cost (1)
|
|
$
|
10
|
|
|
$
|
10
|
|
Interest cost (2)
|
|
19
|
|
|
23
|
|
||
Expected return on plan assets (2)
|
|
(28
|
)
|
|
(25
|
)
|
||
Amortization of prior service cost (2)
|
|
—
|
|
|
2
|
|
||
Amortization of net loss (2)
|
|
10
|
|
|
13
|
|
||
Curtailment gain (2) (3)
|
|
—
|
|
|
(1
|
)
|
||
Net periodic cost
|
|
$
|
11
|
|
|
$
|
22
|
|
(1)
|
Amounts presented in the table above are included in Operation and maintenance expense in each of the Registrants’ respective Condensed Statements of Consolidated Income, net of amounts capitalized and regulatory deferrals.
|
(2)
|
Amounts presented in the table above are included in Other income (expense), net in each of the Registrants’ respective Condensed Statements of Consolidated Income, net of regulatory deferrals.
|
(3)
|
A curtailment gain or loss is required when the expected future services of a significant number of employees are reduced or eliminated for the accrual of benefits. In February 2019, CenterPoint Energy recognized a pension curtailment gain of $1 million related to Vectren employees whose employment was terminated after the Merger closed.
|
|
Three Months Ended March 31,
|
||||||||||||||||||||||
|
2020
|
|
2019
|
||||||||||||||||||||
|
CenterPoint Energy
|
|
Houston Electric
|
|
CERC
|
|
CenterPoint Energy
|
|
Houston Electric
|
|
CERC
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Service cost (1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost (2)
|
3
|
|
|
1
|
|
|
1
|
|
|
4
|
|
|
2
|
|
|
1
|
|
||||||
Expected return on plan assets (2)
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
(2
|
)
|
|
(1
|
)
|
|
—
|
|
||||||
Amortization of prior service cost (credit) (2)
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
||||||
Net periodic cost (income)
|
$
|
1
|
|
|
$
|
(1
|
)
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
1
|
|
(1)
|
Amounts presented in the tables above are included in Operation and maintenance expense in each of the Registrants’ respective Condensed Statements of Consolidated Income, net of amounts capitalized and regulatory deferrals.
|
(2)
|
Amounts presented in the tables above are included in Other income (expense), net in each of the Registrants’ respective Condensed Statements of Consolidated Income, net of regulatory deferrals.
|
|
CenterPoint Energy
|
|
Houston Electric
|
|
CERC
|
||||||
|
(in millions)
|
||||||||||
Expected minimum contribution to pension plans during 2020
|
$
|
83
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Expected contribution to postretirement benefit plans in 2020
|
17
|
|
|
10
|
|
|
4
|
|
|
|
Three Months Ended March 31, 2020
|
||||||||||
|
|
CenterPoint Energy
|
|
Houston Electric
|
|
CERC
|
||||||
|
(in millions)
|
|||||||||||
Pension plans
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Postretirement benefit plans
|
|
4
|
|
|
2
|
|
|
1
|
|
|
|
Three Months Ended March 31,
|
||||||||||||||
|
|
2020
|
|
2019
|
||||||||||||
|
|
CenterPoint Energy
|
|
Houston Electric
|
|
CenterPoint Energy
|
|
Houston Electric
|
||||||||
|
|
(in millions)
|
||||||||||||||
Allowed equity return recognized
|
|
$
|
6
|
|
|
$
|
6
|
|
|
$
|
11
|
|
|
$
|
11
|
|
•
|
an overall revenue requirement increase of approximately $13 million;
|
•
|
an ROE of 9.4%;
|
•
|
a capital structure of 57.5% debt/42.5% equity;
|
•
|
a refund of unprotected EDIT of $105 million plus carrying costs over approximately 30-36 months; and
|
•
|
recovery of all retail transmission related costs through the TCRF.
|
(a)
|
Non-Trading Activities
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||
Hedging Classification
|
Notional Principal
|
||||||||||||||
|
CenterPoint
Energy (1)
|
|
Houston
Electric
|
|
CenterPoint
Energy (1)
|
|
Houston
Electric
|
||||||||
|
(in millions)
|
||||||||||||||
Economic hedge
|
$
|
84
|
|
|
$
|
—
|
|
|
$
|
84
|
|
|
$
|
—
|
|
(1)
|
Relates to interest rate derivative instruments at SIGECO.
|
(b)
|
Derivative Fair Values and Income Statement Impacts
|
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||
|
Balance Sheet Location
|
|
Derivative
Assets
Fair Value
|
|
Derivative
Liabilities
Fair Value
|
|
Derivative
Assets
Fair Value
|
|
Derivative
Liabilities
Fair Value
|
||||||||
|
|
|
(in millions)
|
||||||||||||||
Derivatives designated as fair value hedges:
|
|
|
|
|
|
|
|
|
|||||||||
Natural gas derivatives (1) (2) (3)
|
Current Liabilities: Current liabilities held for sale
|
|
18
|
|
|
—
|
|
|
12
|
|
|
—
|
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|||||||||
Natural gas derivatives (1) (2) (3)
|
Current Assets: Current assets held for sale
|
|
215
|
|
|
2
|
|
|
139
|
|
|
3
|
|
||||
Natural gas derivatives (1) (2) (3)
|
Other Assets: Non-current assets held for sale
|
|
—
|
|
|
—
|
|
|
58
|
|
|
—
|
|
||||
Natural gas derivatives (1) (2) (3)
|
Current Liabilities: Non-trading derivative liabilities
|
|
—
|
|
|
9
|
|
|
—
|
|
|
7
|
|
||||
Natural gas derivatives (1) (2) (3)
|
Current Liabilities: Current liabilities held for sale
|
|
113
|
|
|
217
|
|
|
73
|
|
|
177
|
|
||||
Natural gas derivatives (1) (2) (3)
|
Other Liabilities: Non-trading derivative liabilities
|
|
—
|
|
|
14
|
|
|
—
|
|
|
15
|
|
||||
Natural gas derivatives (1) (2) (3)
|
Other Liabilities: Non-current liabilities held for sale
|
|
—
|
|
|
—
|
|
|
10
|
|
|
39
|
|
||||
Interest rate derivatives
|
Other Liabilities
|
|
—
|
|
|
26
|
|
|
—
|
|
|
10
|
|
||||
Indexed debt securities derivative
|
Current Liabilities
|
|
—
|
|
|
758
|
|
|
—
|
|
|
893
|
|
||||
Total CenterPoint Energy
|
|
$
|
346
|
|
|
$
|
1,026
|
|
|
$
|
292
|
|
|
$
|
1,144
|
|
(1)
|
The fair value shown for natural gas contracts is comprised of derivative gross volumes totaling 2,126 Bcf or a net 232 Bcf long position and 2,226 Bcf or a net 374 Bcf long position as of March 31, 2020 and December 31, 2019, respectively. Certain natural gas contracts hedge basis risk only and lack a fixed price exposure.
|
(2)
|
Natural gas contracts are subject to master netting arrangements. This netting applies to all undisputed amounts due or past due. The net of total non-trading natural gas derivative assets and liabilities is detailed in the Offsetting of Natural Gas Derivative Assets and Liabilities table below.
|
(3)
|
Derivative Assets and Derivative Liabilities include no material amounts related to physical forward transactions with Enable.
|
|
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||
|
|
Balance Sheet Location
|
|
Derivative
Assets
Fair Value
|
|
Derivative
Liabilities
Fair Value
|
|
Derivative
Assets
Fair Value
|
|
Derivative
Liabilities
Fair Value
|
||||||||
|
|
|
|
(in millions)
|
||||||||||||||
Derivatives designated as fair value hedges:
|
|
|
|
|
|
|
|
|
||||||||||
Natural gas derivatives (1) (2) (3)
|
|
Current Liabilities: Current liabilities held for sale
|
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
—
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||||||
Natural gas derivatives (1) (2) (3)
|
|
Current Assets: Current assets held for sale
|
|
215
|
|
|
2
|
|
|
139
|
|
|
3
|
|
||||
Natural gas derivatives (1) (2) (3)
|
|
Other Assets: Non-current assets held for sale
|
|
—
|
|
|
—
|
|
|
58
|
|
|
—
|
|
||||
Natural gas derivatives (1) (2) (3)
|
|
Current Liabilities: Current liabilities held for sale
|
|
113
|
|
|
217
|
|
|
73
|
|
|
177
|
|
||||
Natural gas derivatives (1) (2) (3)
|
|
Other Liabilities: Non-current liabilities held for sale
|
|
—
|
|
|
—
|
|
|
10
|
|
|
39
|
|
||||
Total CERC
|
|
$
|
346
|
|
|
$
|
219
|
|
|
$
|
292
|
|
|
$
|
219
|
|
(1)
|
The fair value shown for natural gas contracts is comprised of derivative gross volumes totaling 2,126 Bcf or a net 232 Bcf long position and 2,226 Bcf or a net 374 Bcf long position as of March 31, 2020 and December 31, 2019, respectively. Certain natural gas contracts hedge basis risk only and lack a fixed price exposure.
|
(2)
|
Natural gas contracts are subject to master netting arrangements. This netting applies to all undisputed amounts due or past due The net of total non-trading natural gas derivative assets and liabilities is detailed in the Offsetting of Natural Gas Derivative Assets and Liabilities table below.
|
(3)
|
Derivative Assets and Derivative Liabilities include no material amounts related to physical forward transactions with Enable.
|
|
|
|
March 31, 2020
|
||||||||||||||
|
Balance Sheet Location
|
|
Carrying Amount of Hedged Assets/(Liabilities)
|
|
Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of Hedged Item
|
||||||||||||
|
|
|
CenterPoint Energy
|
|
CERC
|
|
CenterPoint Energy
|
|
CERC
|
||||||||
|
|
|
(in millions)
|
||||||||||||||
Hedged items in fair value hedge relationship:
|
|
|
|
|
|
|
|
|
|||||||||
Natural gas inventory
|
Current Assets: Current assets held for sale
|
|
$
|
45
|
|
|
$
|
45
|
|
|
$
|
(19
|
)
|
|
$
|
(19
|
)
|
Borrowed natural gas
|
Current Liabilities: Current liabilities held for sale
|
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
||||
Gas imbalance receivable
|
Current Assets: Current assets held for sale
|
|
2
|
|
|
2
|
|
|
(2
|
)
|
|
(2
|
)
|
||||
Gas imbalance payable
|
Current Liabilities: Current liabilities held for sale
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
Total
|
|
$
|
45
|
|
|
$
|
45
|
|
|
$
|
(20
|
)
|
|
$
|
(20
|
)
|
|
|
|
December 31, 2019
|
||||||||||||||
|
Balance Sheet Location
|
|
Carrying Amount of Hedged Assets/(Liabilities)
|
|
Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of Hedged Item
|
||||||||||||
|
|
|
CenterPoint Energy
|
|
CERC
|
|
CenterPoint Energy
|
|
CERC
|
||||||||
|
|
|
(in millions)
|
||||||||||||||
Hedged items in fair value hedge relationship:
|
|
|
|
|
|
|
|
|
|||||||||
Natural gas inventory
|
Current Assets: Current assets held for sale
|
|
$
|
47
|
|
|
$
|
47
|
|
|
$
|
(13
|
)
|
|
$
|
(13
|
)
|
Total
|
|
$
|
47
|
|
|
$
|
47
|
|
|
$
|
(13
|
)
|
|
$
|
(13
|
)
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||||||||||
|
Gross Amounts Recognized (1)
|
|
Gross Amounts Offset in the Consolidated Balance Sheets
|
|
Net Amount Presented in the Consolidated Balance Sheets (2)
|
|
Gross Amounts Recognized (1)
|
|
Gross Amounts Offset in the Consolidated Balance Sheets
|
|
Net Amount Presented in the Consolidated Balance Sheets (2)
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Current Assets: Current assets held for sale
|
$
|
346
|
|
|
$
|
(133
|
)
|
|
$
|
213
|
|
|
$
|
224
|
|
|
$
|
(88
|
)
|
|
$
|
136
|
|
Other Assets: Non-current assets held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|
68
|
|
|
(10
|
)
|
|
58
|
|
||||||
Current Liabilities: Non-trading derivative liabilities
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
||||||
Current Liabilities: Current liabilities held for sale
|
(219
|
)
|
|
183
|
|
|
(36
|
)
|
|
(180
|
)
|
|
136
|
|
|
(44
|
)
|
||||||
Other Liabilities: Non-trading derivative liabilities
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
|
(15
|
)
|
|
—
|
|
|
(15
|
)
|
||||||
Other Liabilities: Non-current liabilities held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
25
|
|
|
(14
|
)
|
||||||
Total CenterPoint Energy
|
$
|
104
|
|
|
$
|
50
|
|
|
$
|
154
|
|
|
$
|
51
|
|
|
$
|
63
|
|
|
$
|
114
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||||||||||
|
Gross Amounts Recognized (1)
|
|
Gross Amounts Offset in the Consolidated Balance Sheets
|
|
Net Amount Presented in the Consolidated Balance Sheets (2)
|
|
Gross Amounts Recognized (1)
|
|
Gross Amounts Offset in the Consolidated Balance Sheets
|
|
Net Amount Presented in the Consolidated Balance Sheets (2)
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Current Assets: Current assets held for sale
|
$
|
346
|
|
|
$
|
(133
|
)
|
|
$
|
213
|
|
|
$
|
224
|
|
|
$
|
(88
|
)
|
|
$
|
136
|
|
Other Assets: Non-current assets held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|
68
|
|
|
(10
|
)
|
|
58
|
|
||||||
Current Liabilities: Current liabilities held for sale
|
(219
|
)
|
|
183
|
|
|
(36
|
)
|
|
(180
|
)
|
|
136
|
|
|
(44
|
)
|
||||||
Other Liabilities: Non-current liabilities held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
25
|
|
|
(14
|
)
|
||||||
Total CERC
|
$
|
127
|
|
|
$
|
50
|
|
|
$
|
177
|
|
|
$
|
73
|
|
|
$
|
63
|
|
|
$
|
136
|
|
(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 Registrant’s respective Condensed 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.
|
|
Three Months Ended March 31,
|
||||||||||||||
|
2020
|
|
2019
|
||||||||||||
|
Location and Amount of Gain (Loss) recognized in Income on Hedging Relationship (1)
|
||||||||||||||
|
Income from discontinued operations
|
||||||||||||||
|
CenterPoint Energy
|
|
CERC
|
|
CenterPoint Energy
|
|
CERC
|
||||||||
|
(in millions)
|
||||||||||||||
Total amounts presented in the statements of income in which the effects of hedges are recorded
|
$
|
887
|
|
|
$
|
786
|
|
|
$
|
1,251
|
|
|
$
|
1,171
|
|
Gain (loss) on fair value hedging relationships:
|
|
|
|
|
|
|
|
||||||||
Commodity contracts:
|
|
|
|
|
|
|
|
||||||||
Hedged items in fair value hedging relationships
|
(7
|
)
|
|
(7
|
)
|
|
(6
|
)
|
|
(6
|
)
|
||||
Derivatives designated as hedging instruments
|
7
|
|
|
7
|
|
|
6
|
|
|
6
|
|
||||
Amounts excluded from effectiveness testing recognized in earnings immediately
|
(38
|
)
|
|
(38
|
)
|
|
(14
|
)
|
|
(14
|
)
|
(1)
|
Income statement impact associated with cash flow hedge activity is related to gains and losses reclassified from Accumulated other comprehensive income into income. Amounts are immaterial for each Registrant in the three months ended March 31, 2020 and 2019, respectively.
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
Income Statement Location
|
|
2020
|
|
2019
|
||||
|
|
|
(in millions)
|
|||||||
Effects of derivatives not designated as hedging instruments on the income statement:
|
|
|
|
|
||||||
Commodity contracts
|
|
Income from discontinued operations
|
|
$
|
75
|
|
|
$
|
4
|
|
Indexed debt securities derivative
|
|
Gain (loss) on indexed debt securities
|
|
135
|
|
|
(86
|
)
|
||
Total CenterPoint Energy
|
|
$
|
210
|
|
|
$
|
(82
|
)
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
Income Statement Location
|
|
2020
|
|
2019
|
||||
|
|
|
(in millions)
|
|||||||
Effects of derivatives not designated as hedging instruments on the income statement:
|
|
|
|
|
||||||
Commodity contracts
|
|
Income from discontinued operations
|
|
$
|
75
|
|
|
$
|
4
|
|
Total CERC
|
|
$
|
75
|
|
|
$
|
4
|
|
(c)
|
Credit Risk Contingent Features (CenterPoint Energy and CERC)
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||
|
CenterPoint Energy
|
|
CERC
|
|
CenterPoint Energy
|
|
CERC
|
||||||||
|
(in millions)
|
||||||||||||||
Aggregate fair value of derivatives containing material adverse change provisions in a net liability position
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Fair value of collateral already posted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Additional collateral required to be posted if credit risk contingent features triggered
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Netting
(1)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Netting
(1)
|
|
Total
|
||||||||||||||||||||
Assets
|
(in millions)
|
||||||||||||||||||||||||||||||||||||||
Corporate equities
|
$
|
680
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
680
|
|
|
$
|
825
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
825
|
|
Investments, including money market funds (2)
|
48
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48
|
|
|
49
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49
|
|
||||||||||
Natural gas derivatives (3)(4)(5)
|
—
|
|
|
305
|
|
|
41
|
|
|
(133
|
)
|
|
213
|
|
|
—
|
|
|
250
|
|
|
42
|
|
|
(98
|
)
|
|
194
|
|
||||||||||
Hedged portion of gas imbalance payable
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Total assets
|
$
|
729
|
|
|
$
|
305
|
|
|
$
|
41
|
|
|
$
|
(133
|
)
|
|
$
|
942
|
|
|
$
|
874
|
|
|
$
|
250
|
|
|
$
|
42
|
|
|
$
|
(98
|
)
|
|
$
|
1,068
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Indexed debt securities derivative
|
$
|
—
|
|
|
$
|
758
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
758
|
|
|
$
|
—
|
|
|
$
|
893
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
893
|
|
Interest rate derivatives
|
—
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
||||||||||
Natural gas derivatives
|
—
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
22
|
|
||||||||||
Natural gas derivatives (3)(4)(5)
|
—
|
|
|
201
|
|
|
18
|
|
|
(183
|
)
|
|
36
|
|
|
—
|
|
|
195
|
|
|
24
|
|
|
(161
|
)
|
|
58
|
|
||||||||||
Hedged portion of natural gas inventory (5)
|
19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
||||||||||
Hedged portion of gas imbalance receivable
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Total liabilities
|
$
|
21
|
|
|
$
|
1,008
|
|
|
$
|
18
|
|
|
$
|
(183
|
)
|
|
$
|
864
|
|
|
$
|
13
|
|
|
$
|
1,120
|
|
|
$
|
24
|
|
|
$
|
(161
|
)
|
|
$
|
996
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Netting
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Netting
|
|
Total
|
||||||||||||||||||||
Assets
|
(in millions)
|
||||||||||||||||||||||||||||||||||||||
Investments, including money market funds (2)
|
$
|
31
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
31
|
|
|
$
|
32
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
32
|
|
Total assets
|
$
|
31
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
31
|
|
|
$
|
32
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
32
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Netting
(1)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Netting
(1)
|
|
Total
|
||||||||||||||||||||
Assets
|
(in millions)
|
||||||||||||||||||||||||||||||||||||||
Corporate equities
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
Investments, including money market funds (2)
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
||||||||||
Natural gas derivatives (3)(4)(5)
|
—
|
|
|
305
|
|
|
41
|
|
|
(133
|
)
|
|
213
|
|
|
—
|
|
|
250
|
|
|
42
|
|
|
(98
|
)
|
|
194
|
|
||||||||||
Hedged portion of gas imbalance payable
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Total assets
|
$
|
13
|
|
|
$
|
305
|
|
|
$
|
41
|
|
|
$
|
(133
|
)
|
|
$
|
226
|
|
|
$
|
13
|
|
|
$
|
250
|
|
|
$
|
42
|
|
|
$
|
(98
|
)
|
|
$
|
207
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Natural gas derivatives (3)(4)(5)
|
$
|
—
|
|
|
$
|
201
|
|
|
$
|
18
|
|
|
$
|
(183
|
)
|
|
$
|
36
|
|
|
$
|
—
|
|
|
$
|
195
|
|
|
$
|
24
|
|
|
$
|
(161
|
)
|
|
$
|
58
|
|
Hedged portion of natural gas inventory (5)
|
19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
||||||||||
Hedged portion of gas imbalance receivable
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Total liabilities
|
$
|
21
|
|
|
$
|
201
|
|
|
$
|
18
|
|
|
$
|
(183
|
)
|
|
$
|
57
|
|
|
$
|
13
|
|
|
$
|
195
|
|
|
$
|
24
|
|
|
$
|
(161
|
)
|
|
$
|
71
|
|
(1)
|
Amounts represent the impact of legally enforceable master netting arrangements that allow CenterPoint Energy and CERC to settle positive and negative positions and also include cash collateral posted with the same counterparties as follows:
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||
|
CenterPoint Energy
|
|
CERC
|
|
CenterPoint Energy
|
|
CERC
|
||||||||
|
(in millions)
|
||||||||||||||
Cash collateral posted with the same counterparties
|
$
|
50
|
|
|
$
|
50
|
|
|
$
|
63
|
|
|
$
|
63
|
|
(2)
|
Amounts are included in Prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets.
|
(3)
|
Natural gas derivatives include no material amounts related to physical forward transactions with Enable.
|
(4)
|
Level 1 natural gas derivatives include exchange-traded derivatives cleared by the CME, which deems that financial instruments cleared by the CME are settled daily in connection with posted cash payments. As a result of this exchange rule, CME-related derivatives are considered to have no fair value at the balance sheet date for financial reporting purposes and are presented in Level 1 net of posted cash; however, the derivatives remain outstanding and subject to future commodity price fluctuations until they are settled in accordance with their contractual terms. Derivative transactions cleared on exchanges other than the CME (e.g., the Intercontinental Exchange or ICE) continue to be reported on a gross basis.
|
(5)
|
Amounts are classified as held for sale in the Registrants’ respective Condensed Consolidated Balance Sheets.
|
(1)
|
CenterPoint Energy and CERC did not have significant Level 3 purchases or sales during the three months ended March 31, 2020 or 2019. The Level 3 assets and liabilities as of March 31, 2020 and 2019 are classified in the CenterPoint Energy’s and CERC’s respective Condensed Consolidated Balance Sheets as held for sale.
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
|
(in millions)
|
||||||||||||||
CenterPoint Energy
|
|
|
|
|
|
|
|
||||||||
Long-term debt, including current maturities (1)
|
$
|
15,238
|
|
|
$
|
16,047
|
|
|
$
|
15,093
|
|
|
$
|
16,067
|
|
Houston Electric
|
|
|
|
|
|
|
|
||||||||
Long-term debt, including current maturities (1)
|
$
|
4,888
|
|
|
$
|
5,368
|
|
|
$
|
4,950
|
|
|
$
|
5,457
|
|
CERC
|
|
|
|
|
|
|
|
||||||||
Long-term debt, including current maturities
|
$
|
2,377
|
|
|
$
|
2,637
|
|
|
$
|
2,546
|
|
|
$
|
2,803
|
|
(1)
|
Includes Securitization Bonds debt.
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
|
(in millions)
|
||||||
Enable
|
$
|
848
|
|
|
$
|
2,406
|
|
Other
|
2
|
|
|
2
|
|
||
Total
|
$
|
850
|
|
|
$
|
2,408
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
|
(in millions)
|
|||||||
Enable
|
|
$
|
(1,475
|
)
|
|
$
|
62
|
|
Other
|
|
—
|
|
|
—
|
|
||
Total
|
|
$
|
(1,475
|
)
|
|
$
|
62
|
|
|
March 31, 2020
|
|||||||
|
Limited Partner Interest (1)
|
|
Common Units (2)
|
|
Enable Series A Preferred Units (3)
|
|||
CenterPoint Energy
|
53.7
|
%
|
|
233,856,623
|
|
|
14,520,000
|
|
OGE
|
25.5
|
%
|
|
110,982,805
|
|
|
—
|
|
Public unitholders
|
20.8
|
%
|
|
90,604,066
|
|
|
—
|
|
Total units outstanding
|
100.0
|
%
|
|
435,443,494
|
|
|
14,520,000
|
|
(1)
|
Excludes the Enable Series A Preferred Units owned by CenterPoint Energy.
|
(2)
|
Held indirectly through CNP Midstream by CenterPoint Energy.
|
(3)
|
The carrying amount of the Enable Series A Preferred Units, reflected as Preferred units - unconsolidated affiliate on CenterPoint Energy’s Condensed Consolidated Balance Sheets, was $363 million as of March 31, 2020 and $363 million as of December 31, 2019. No impairment charges or adjustment due to observable price changes were required or recorded during the current or prior reporting periods.
|
|
March 31, 2020
|
||||
|
Management
Rights (1)
|
|
Incentive Distribution Rights (2)
|
||
CenterPoint Energy (3)
|
50
|
%
|
|
40
|
%
|
OGE
|
50
|
%
|
|
60
|
%
|
(1)
|
Enable is controlled jointly by CenterPoint Energy and OGE. Sale of CenterPoint Energy’s or OGE’s ownership interests in Enable GP to a third party is subject to mutual rights of first offer and first refusal, and CenterPoint Energy is not permitted to dispose of less than all of its interest in Enable GP.
|
(2)
|
Enable previously expected to pay a minimum quarterly distribution of $0.2875 per common unit on its outstanding common units to the extent it has sufficient cash from operations after establishment of cash reserves and payment of fees and expenses, including payments to Enable GP and its affiliates, within 60 days after the end of each quarter. If cash distributions to Enable’s unitholders exceed $0.330625 per common unit in any quarter, Enable GP will receive increasing percentages or incentive distributions rights, up to 50%, of the cash Enable distributes in excess of that amount. In certain circumstances Enable GP will have the right to reset the minimum quarterly distribution and the target distribution levels at which the incentive distributions receive increasing percentages to higher levels based on Enable’s cash distributions at the time of the exercise of this reset election. To date, no incentive distributions have been made.
|
(3)
|
Held indirectly through CNP Midstream.
|
|
|
Three Months Ended March 31,
|
||||||||||||||
|
|
2020
|
|
2019
|
||||||||||||
|
|
Per Unit
|
|
Cash Distribution
|
|
Per Unit
|
|
Cash Distribution
|
||||||||
|
|
|
||||||||||||||
Enable common units (1)
|
|
$
|
0.3305
|
|
|
$
|
77
|
|
|
$
|
0.3180
|
|
|
$
|
74
|
|
Enable Series A Preferred Units
|
|
0.6250
|
|
|
9
|
|
|
0.6250
|
|
|
9
|
|
||||
Total CenterPoint Energy
|
|
|
|
$
|
86
|
|
|
|
|
$
|
83
|
|
(1)
|
On April 1, 2020, Enable announced a 50% reduction in its quarterly distribution per common unit from $0.3305 to $0.16525.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
|
(in millions)
|
|||||||
CenterPoint Energy
|
|
|||||||
Natural gas expenses, includes transportation and storage costs
|
|
$
|
27
|
|
|
$
|
27
|
|
CERC
|
|
|
|
|
||||
Natural gas expenses, includes transportation and storage costs
|
|
27
|
|
|
27
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
|
(in millions)
|
||||||
CenterPoint Energy
|
|
|
|
||||
Accounts payable for natural gas purchases from Enable
|
$
|
9
|
|
|
$
|
9
|
|
CERC
|
|
|
|
||||
Accounts payable for natural gas purchases from Enable
|
9
|
|
|
9
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
|
(in millions)
|
|||||||
Operating revenues
|
|
$
|
648
|
|
|
$
|
795
|
|
Cost of sales, excluding depreciation and amortization
|
|
226
|
|
|
378
|
|
||
Depreciation and amortization
|
|
104
|
|
|
105
|
|
||
Goodwill and long-lived assets impairments
|
|
28
|
|
|
—
|
|
||
Operating income
|
|
146
|
|
|
165
|
|
||
Net income attributable to Enable common units
|
|
103
|
|
|
113
|
|
||
Reconciliation of Equity in Earnings (Losses), net:
|
|
|
|
|
||||
CenterPoint Energy’s interest
|
|
$
|
55
|
|
|
$
|
61
|
|
Basis difference amortization (1)
|
|
12
|
|
|
12
|
|
||
Loss on dilution, net of proportional basis difference recognition
|
|
(1
|
)
|
|
(11
|
)
|
||
Impairment of CenterPoint Energy’s equity method investment in Enable
|
|
(1,541
|
)
|
|
—
|
|
||
CenterPoint Energy’s equity in earnings, net
|
|
$
|
(1,475
|
)
|
|
$
|
62
|
|
(1)
|
Equity in earnings of unconsolidated affiliate 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 through the year 2048.
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
|
(in millions)
|
||||||
Current assets
|
$
|
333
|
|
|
$
|
389
|
|
Non-current assets
|
11,784
|
|
|
11,877
|
|
||
Current liabilities
|
391
|
|
|
780
|
|
||
Non-current liabilities
|
4,374
|
|
|
4,077
|
|
||
Non-controlling interest
|
27
|
|
|
37
|
|
||
Preferred equity
|
362
|
|
|
362
|
|
||
Accumulated other comprehensive loss
|
(9
|
)
|
|
(3
|
)
|
||
Enable partners’ equity
|
6,972
|
|
|
7,013
|
|
||
Reconciliation of Investment in Enable:
|
|
|
|
||||
CenterPoint Energy’s ownership interest in Enable partners’ equity
|
$
|
3,739
|
|
|
$
|
3,767
|
|
CenterPoint Energy’s basis difference (1)
|
(2,891
|
)
|
|
(1,361
|
)
|
||
CenterPoint Energy’s equity method investment in Enable
|
$
|
848
|
|
|
$
|
2,406
|
|
(1)
|
Includes the impairment of CenterPoint Energy’s equity method investment in Enable of $1,541 million recorded during the three months ended March 31, 2020. The basis difference is being amortized through the year 2048.
|
|
|
December 31, 2019
|
|
Impairment
|
|
March 31,
2020 |
||||||
|
(in millions)
|
|||||||||||
Indiana Electric Integrated
|
|
$
|
1,121
|
|
|
$
|
185
|
|
|
$
|
936
|
|
Natural Gas Distribution
|
|
3,312
|
|
|
—
|
|
|
3,312
|
|
|||
Corporate and Other
|
|
449
|
|
|
—
|
|
|
449
|
|
|||
Total
|
|
$
|
4,882
|
|
|
$
|
185
|
|
|
$
|
4,697
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
|
(in millions)
|
||||||
Natural Gas Distribution
|
$
|
746
|
|
|
$
|
746
|
|
Corporate and Other
|
11
|
|
|
11
|
|
||
Total
|
$
|
757
|
|
|
$
|
757
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Balance
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Balance
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Customer relationships
|
$
|
33
|
|
|
$
|
(5
|
)
|
|
$
|
28
|
|
|
$
|
33
|
|
|
$
|
(4
|
)
|
|
$
|
29
|
|
Trade names
|
16
|
|
|
(1
|
)
|
|
15
|
|
|
16
|
|
|
(1
|
)
|
|
15
|
|
||||||
Construction backlog (1)
|
5
|
|
|
(4
|
)
|
|
1
|
|
|
5
|
|
|
(4
|
)
|
|
1
|
|
||||||
Operation and maintenance agreements (1)
|
12
|
|
|
(1
|
)
|
|
11
|
|
|
12
|
|
|
—
|
|
|
12
|
|
||||||
Other
|
2
|
|
|
(1
|
)
|
|
1
|
|
|
2
|
|
|
(1
|
)
|
|
1
|
|
||||||
Total
|
$
|
68
|
|
|
$
|
(12
|
)
|
|
$
|
56
|
|
|
$
|
68
|
|
|
$
|
(10
|
)
|
|
$
|
58
|
|
(1)
|
Amortization expense related to the operation and maintenance agreements and construction backlog is included in Non-utility cost of revenues, including natural gas on CenterPoint Energy’s Condensed Statements of Consolidated Income.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
|
(in millions)
|
|||||||
Amortization expense of intangible assets recorded in Depreciation and amortization
|
|
$
|
1
|
|
|
$
|
—
|
|
Amortization expense of intangible assets recorded in Non-utility cost of revenues, including natural gas
|
|
1
|
|
|
7
|
|
|
Amortization Expense
|
||
|
(in millions)
|
||
Remaining nine months of 2020
|
$
|
6
|
|
2021
|
6
|
|
|
2022
|
6
|
|
|
2023
|
6
|
|
|
2024
|
5
|
|
|
2025
|
5
|
|
|
Shares Held
|
||||
|
March 31, 2020
|
|
December 31, 2019
|
||
AT&T Common
|
10,212,945
|
|
|
10,212,945
|
|
Charter Common
|
872,503
|
|
|
872,503
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||
|
(in shares)
|
||||
AT&T Common
|
0.7185
|
|
|
0.7185
|
|
Charter Common
|
0.061382
|
|
|
0.061382
|
|
(a)
|
Short-term Borrowings (CenterPoint Energy and CERC)
|
(b)
|
Long-term Debt
|
Execution
Date
|
|
Registrant
|
|
Size of
Facility
|
|
Draw Rate of LIBOR plus (1)
|
|
Financial Covenant Limit on Debt for Borrowed Money to Capital Ratio
|
|
Debt for Borrowed Money to Capital
Ratio as of
March 31, 2020 (2)
|
|
Termination Date
|
||
|
|
|
|
(in millions)
|
|
|
|
|
|
|
|
|
||
March 3, 2016
|
|
CenterPoint Energy
|
|
$
|
3,300
|
|
|
1.500%
|
|
65%
|
(3)
|
59.0%
|
|
March 3, 2022
|
July 14, 2017
|
|
CenterPoint Energy (4)
|
|
400
|
|
|
1.125%
|
|
65%
|
|
50.4%
|
|
July 14, 2022
|
|
July 14, 2017
|
|
CenterPoint Energy (5)
|
|
200
|
|
|
1.250%
|
|
65%
|
|
56.5%
|
|
July 14, 2022
|
|
March 3, 2016
|
|
Houston Electric
|
|
300
|
|
|
1.250%
|
|
65%
|
(3)
|
53.4%
|
|
March 3, 2022
|
|
March 3, 2016
|
|
CERC
|
|
900
|
|
|
1.250%
|
|
65%
|
|
43.6%
|
|
March 3, 2022
|
|
|
|
Total
|
|
$
|
5,100
|
|
|
|
|
|
|
|
|
|
(1)
|
Based on current credit ratings.
|
(2)
|
As defined in the revolving credit facility agreements, excluding Securitization Bonds.
|
(3)
|
For CenterPoint Energy and Houston Electric, the financial covenant limit will temporarily increase from 65% to 70% if Houston Electric experiences damage from a natural disaster in its service territory and CenterPoint Energy certifies to the administrative agent that Houston Electric has incurred system restoration costs reasonably likely to exceed $100 million in a consecutive 12-month period, all or part of which Houston Electric intends to seek to recover through securitization financing. Such temporary increase in the financial covenant would be in effect from the date CenterPoint Energy delivers its certification until the earliest to occur of (i) the completion of the securitization financing, (ii) the first anniversary of CenterPoint Energy’s certification or (iii) the revocation of such certification.
|
(4)
|
This credit facility was issued by VUHI, is guaranteed by SIGECO, Indiana Gas and VEDO and includes a $10 million swing line sublimit and a $20 million letter of credit sublimit. This credit facility backstops VUHI’s commercial paper program.
|
(5)
|
This credit facility was issued by VCC, is guaranteed by Vectren and includes a $40 million swing line sublimit and an $80 million letter of credit sublimit.
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||||||||||||||||
Registrant
|
Loans
|
|
Letters
of Credit |
|
Commercial
Paper |
|
Weighted Average Interest Rate
|
|
Loans
|
|
Letters
of Credit |
|
Commercial
Paper |
|
Weighted Average Interest Rate
|
||||||||||||||
|
(in millions, except weighted average interest rate)
|
||||||||||||||||||||||||||||
CenterPoint Energy (1)
|
$
|
900
|
|
|
$
|
6
|
|
|
$
|
1,169
|
|
|
2.17
|
%
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
1,633
|
|
|
1.95
|
%
|
CenterPoint Energy (2)
|
150
|
|
|
—
|
|
|
76
|
|
|
2.19
|
%
|
|
—
|
|
|
—
|
|
|
268
|
|
|
2.08
|
%
|
||||||
CenterPoint Energy (3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||||
Houston Electric
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||||
CERC
|
—
|
|
|
1
|
|
|
205
|
|
|
2.80
|
%
|
|
—
|
|
|
1
|
|
|
377
|
|
|
1.94
|
%
|
||||||
Total
|
$
|
1,050
|
|
|
$
|
7
|
|
|
$
|
1,450
|
|
|
|
|
$
|
—
|
|
|
$
|
7
|
|
|
$
|
2,278
|
|
|
|
(1)
|
CenterPoint Energy’s outstanding commercial paper generally has maturities of 60 days or less.
|
(2)
|
This credit facility was issued by VUHI and is guaranteed by SIGECO, Indiana Gas and VEDO.
|
(3)
|
This credit facility was issued by VCC and is guaranteed by Vectren.
|
|
|
Three Months Ended March 31,
|
||||
|
|
2020
|
|
2019
|
||
CenterPoint Energy - Continuing operations (1)
|
|
25
|
%
|
|
9
|
%
|
CenterPoint Energy - Discontinued operations (2)
|
|
10
|
%
|
|
24
|
%
|
Houston Electric (3)
|
|
13
|
%
|
|
18
|
%
|
CERC - Continuing operations (4)
|
|
21
|
%
|
|
14
|
%
|
CERC - Discontinued operations (5)
|
|
15
|
%
|
|
22
|
%
|
(1)
|
CenterPoint Energy’s higher effective tax rate on the loss from continuing operations for the three months ended March 31, 2020 compared to the three months ended March 31, 2019 was primarily due to lower earnings from the impairment of CenterPoint Energy’s investment in Enable. Other effective tax rate drivers include the non-deductible goodwill impairment at the Indiana Electric Integrated reporting unit, the impact of NOL carryback claims allowed under the CARES Act, and an increase in the amount of remeasurement of state deferred tax liabilities for changes in apportionment, the effects of which were compounded by the book loss in the three months ended March 31, 2020.
|
(2)
|
CenterPoint Energy’s lower effective tax rate on the loss from discontinued operations for the three months ended March 31, 2020 was primarily due to the non-deductible portions of goodwill impairments on the Energy Services and Infrastructure Services Disposal Groups.
|
(3)
|
Houston Electric's lower effective tax rate for the three months ended March 31, 2020 compared to the three months ended March 31, 2019 was primarily due to an increase in the amount of amortization of the net regulatory EDIT liability.
|
(4)
|
CERC’s higher effective tax rate on income from continuing operations for the three months ended March 31, 2020 compared to the three months ended March 31, 2019 was primarily due to a decrease in the amount of amortization of the net regulatory EDIT liability.
|
(5)
|
CERC’s lower effective tax rate on the loss from discontinued operations for the three months ended March 31, 2020 was due to the non-deductible portion of the goodwill impairment on the Energy Services Disposal Group.
|
(a)
|
Purchase Obligations (CenterPoint Energy and CERC)
|
|
CenterPoint Energy (1)
|
|
CERC (1)
|
||||
|
(in millions)
|
||||||
Remaining nine months of 2020
|
$
|
464
|
|
|
$
|
309
|
|
2021
|
601
|
|
|
417
|
|
||
2022
|
409
|
|
|
234
|
|
||
2023
|
327
|
|
|
175
|
|
||
2024
|
263
|
|
|
168
|
|
||
2025
|
208
|
|
|
163
|
|
||
2026 and beyond
|
1,622
|
|
|
1,329
|
|
(1)
|
Excludes Energy Services Disposal Group obligations.
|
(b)
|
Guarantees and Product Warranties (CenterPoint Energy)
|
(c)
|
Guarantees and Product Warranties (CenterPoint Energy and CERC)
|
(d)
|
Legal, Environmental and Other Matters
|
(i)
|
Minnesota MGPs (CenterPoint Energy and CERC). With respect to certain Minnesota MGP sites, CenterPoint Energy and CERC have completed state-ordered remediation and continue state-ordered monitoring and water treatment. CenterPoint Energy and CERC recorded a liability as reflected in the table below for continued monitoring and any future remediation required by regulators in Minnesota.
|
(ii)
|
Indiana MGPs (CenterPoint Energy). In the Indiana Gas service territory, the existence, location and certain general characteristics of 26 gas manufacturing and storage sites have been identified for which CenterPoint Energy may have some remedial responsibility. A remedial investigation/feasibility study was completed at one of the sites under an agreed upon order between Indiana Gas and the IDEM, and a Record of Decision was issued by the IDEM in January 2000. The remaining sites have been submitted to the IDEM’s VRP. CenterPoint Energy has also identified its involvement in five manufactured gas plant sites in SIGECO’s service territory, all of which are currently enrolled in the IDEM’s VRP. CenterPoint Energy is currently conducting some level of remedial activities, including groundwater monitoring at certain sites.
|
(iii)
|
Other MGPs (CenterPoint Energy and CERC). In addition to the Minnesota and Indiana sites, the EPA and other regulators have investigated MGP sites that were owned or operated by CenterPoint Energy or CERC or may have been owned by one of their former affiliates.
|
|
March 31, 2020
|
||||||
|
CenterPoint Energy
|
|
CERC
|
||||
|
(in millions, except years)
|
||||||
Amount accrued for remediation
|
$
|
11
|
|
|
$
|
7
|
|
Minimum estimated remediation costs
|
7
|
|
|
5
|
|
||
Maximum estimated remediation costs
|
53
|
|
|
32
|
|
||
Minimum years of remediation
|
5
|
|
|
30
|
|
||
Maximum years of remediation
|
50
|
|
|
50
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
|
|
|
||||||
Continuing Operations Numerator:
|
|
|
|
|
||||
Income (loss) from continuing operations
|
|
$
|
(1,053
|
)
|
|
$
|
143
|
|
Less: Preferred stock dividend requirement
|
|
29
|
|
|
29
|
|
||
Income (loss) available to common shareholders - basic
|
|
(1,082
|
)
|
|
114
|
|
||
Add back: Series B Preferred Stock dividend (2)
|
|
—
|
|
|
—
|
|
||
Income (loss) available to common shareholders from continuing operations - diluted
|
|
$
|
(1,082
|
)
|
|
$
|
114
|
|
Discontinued Operations Numerator:
|
|
|
|
|
||||
Income (loss) from discontinued operations
|
|
$
|
(146
|
)
|
|
$
|
26
|
|
|
|
|
|
|
||||
Denominator:
|
|
|
|
|
||||
Weighted average common shares outstanding - basic
|
|
502,388,000
|
|
|
501,521,000
|
|
||
Plus: Incremental shares from assumed conversions:
|
|
|
|
|
||||
Restricted stock (1)
|
|
—
|
|
|
2,423,000
|
|
||
Series B Preferred Stock (2)
|
|
—
|
|
|
—
|
|
||
Weighted average common shares outstanding - diluted
|
|
502,388,000
|
|
|
503,944,000
|
|
||
|
|
|
|
|
||||
Earnings (loss) per common share:
|
|
|
|
|
||||
Basic earnings (loss) per common share - continuing operations
|
|
$
|
(2.15
|
)
|
|
$
|
0.23
|
|
Basic earnings (loss)per common share - discontinued operations
|
|
(0.29
|
)
|
|
0.05
|
|
||
Basic Earnings (Loss) Per Common Share
|
|
$
|
(2.44
|
)
|
|
$
|
0.28
|
|
|
|
|
|
|
||||
Diluted earnings (loss) per common share - continuing operations
|
|
$
|
(2.15
|
)
|
|
$
|
0.23
|
|
Diluted earnings (loss) per common share - discontinued operations
|
|
(0.29
|
)
|
|
0.05
|
|
||
Diluted Earnings (Loss) Per Common Share
|
|
$
|
(2.44
|
)
|
|
$
|
0.28
|
|
(1)
|
2,567,000 incremental shares from assumed conversions of restricted stock have not been included in the computation of diluted earnings (loss) per share for the three months ended March 31, 2020, as their inclusion would be anti-dilutive.
|
(2)
|
The potentially dilutive impact from Series B Preferred Stock applies the if-converted method in calculating diluted earnings per common share. Under this method, diluted earnings per common share is adjusted for the more dilutive effect of the Series B Preferred Stock as a result of either its accumulated dividend for the period in the numerator or the assumed-converted common share equivalent in the denominator. The computation of diluted earnings per common share outstanding for the three months ended March 31, 2020 and 2019 excludes Series B Preferred Stock dividends of $17 million and $17 million, respectively, and 35,923,000 and 34,354,000 potentially dilutive shares, respectively, because to include them would be anti-dilutive. However, these could be potentially dilutive in the future.
|
Registrants
|
|
Houston Electric T&D
|
|
Indiana Electric Integrated
|
|
Natural Gas Distribution
|
|
Midstream Investments
|
CenterPoint Energy
|
|
X
|
|
X
|
|
X
|
|
X
|
Houston Electric
|
|
X
|
|
|
|
|
|
|
CERC
|
|
|
|
|
|
X
|
|
|
•
|
CenterPoint Energy’s and Houston Electric’s Houston Electric T&D reportable segment consists of electric transmission and distribution services in the Texas Gulf Coast area.
|
•
|
CenterPoint Energy’s Indiana Electric Integrated reportable segment consists of electric transmission and distribution services primarily to southwestern Indiana and includes power generation and wholesale power operations.
|
•
|
CenterPoint Energy’s Natural Gas Distribution reportable segment consists of (i) intrastate natural gas sales to, and natural gas transportation and distribution for residential, commercial, industrial and institutional customers in Arkansas, Indiana, Louisiana, Minnesota, Mississippi, Ohio, Oklahoma and Texas; (ii) permanent pipeline connections through interconnects with various interstate and intrastate pipeline companies through CEIP, formerly included in the Energy Services reportable segment; and (iii) temporary delivery of LNG and CNG throughout the contiguous 48 states through MES, formerly included in the Energy Services reportable segment.
|
•
|
CERC’s Natural Gas Distribution reportable segment consists of (i) intrastate natural gas sales to, and natural gas transportation and distribution for residential, commercial, industrial and institutional customers in Arkansas, Louisiana, Minnesota, Mississippi, Oklahoma and Texas; (ii) permanent pipeline connections through interconnects with various interstate and intrastate pipeline companies through CEIP, formerly included in the Energy Services reportable segment; and (iii) temporary delivery of LNG and CNG throughout the contiguous 48 states through MES, formerly included in the Energy Services reportable segment.
|
•
|
CenterPoint Energy’s Midstream Investments reportable segment consists of the equity investment in Enable (excluding the Enable Series A Preferred Units).
|
•
|
CenterPoint Energy’s Corporate and Other consists of energy performance contracting and sustainable infrastructure services through ESG and other corporate operations which support all of the business operations of CenterPoint Energy.
|
•
|
CERC’s Corporate and Other consists primarily of corporate operations which support all of the business operations of CERC.
|
|
Three Months Ended March 31,
|
||||||||||||||||||||||||||
|
2020
|
||||||||||||||||||||||||||
|
Revenues from
External
Customers
|
|
Equity in Earnings of Unconsolidated Affiliates
|
|
Depreciation
and
Amortization
|
|
Interest Income
|
|
Interest Expense
|
|
Income Tax Expense
(Benefit)
|
|
Net Income (Loss)
|
||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||
Houston Electric T&D
|
$
|
638
|
|
(3)
|
$
|
—
|
|
|
$
|
129
|
|
|
$
|
1
|
|
(1)
|
$
|
(41
|
)
|
(2)
|
$
|
5
|
|
|
$
|
37
|
|
Indiana Electric Integrated
|
129
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
(6
|
)
|
|
3
|
|
|
(171
|
)
|
|||||||
Natural Gas Distribution
|
1,318
|
|
|
—
|
|
|
111
|
|
|
1
|
|
|
(32
|
)
|
|
56
|
|
|
204
|
|
|||||||
Midstream Investments
|
—
|
|
|
(1,475
|
)
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
(361
|
)
|
|
(1,127
|
)
|
|||||||
Corporate and Other
|
82
|
|
|
—
|
|
|
17
|
|
|
48
|
|
|
(96
|
)
|
|
(50
|
)
|
|
4
|
|
|||||||
Eliminations
|
—
|
|
|
—
|
|
|
—
|
|
|
(50
|
)
|
|
50
|
|
|
—
|
|
|
—
|
|
|||||||
Continuing Operations
|
$
|
2,167
|
|
|
$
|
(1,475
|
)
|
|
$
|
282
|
|
|
$
|
—
|
|
|
$
|
(139
|
)
|
|
$
|
(347
|
)
|
|
(1,053
|
)
|
|
Discontinued Operations, net
|
|
|
|
|
|
|
|
|
|
|
|
|
(146
|
)
|
|||||||||||||
Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(1,199
|
)
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Three Months Ended March 31,
|
||||||||||||||||||||||||||
|
2019
|
||||||||||||||||||||||||||
|
Revenues from
External
Customers
|
|
Equity in Earnings of Unconsolidated Affiliates
|
|
Depreciation
and
Amortization
|
|
Interest Income
|
|
Interest Expense
|
|
Income Tax Expense
(Benefit)
|
|
Net Income (Loss)
|
||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||
Houston Electric T&D
|
$
|
689
|
|
(3)
|
$
|
—
|
|
|
$
|
175
|
|
|
$
|
4
|
|
(1)
|
$
|
(40
|
)
|
(2)
|
$
|
6
|
|
|
$
|
30
|
|
Indiana Electric Integrated
|
83
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
(3
|
)
|
|
(2
|
)
|
|
(9
|
)
|
|||||||
Natural Gas Distribution
|
1,415
|
|
|
—
|
|
|
95
|
|
|
1
|
|
|
(23
|
)
|
|
26
|
|
|
120
|
|
|||||||
Midstream Investments
|
—
|
|
|
62
|
|
|
—
|
|
|
2
|
|
|
(12
|
)
|
|
28
|
|
|
24
|
|
|||||||
Corporate and Other
|
42
|
|
|
—
|
|
|
14
|
|
|
46
|
|
|
(84
|
)
|
|
(44
|
)
|
|
(22
|
)
|
|||||||
Eliminations
|
—
|
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
|
41
|
|
|
—
|
|
|
—
|
|
|||||||
Consolidated
|
$
|
2,229
|
|
|
$
|
62
|
|
|
$
|
300
|
|
|
$
|
12
|
|
|
$
|
(121
|
)
|
|
$
|
14
|
|
|
143
|
|
|
Discontinued Operations, net
|
|
|
|
|
|
|
|
|
|
|
|
|
26
|
|
|||||||||||||
Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
169
|
|
(1)
|
Excludes interest income from Securitization Bonds of $1 million and $2 million for the three months ended March 31, 2020 and 2019, respectively.
|
(2)
|
Excludes interest expense on Securitization Bonds of $8 million and $12 million for the three months ended March 31, 2020 and 2019, respectively.
|
(3)
|
CenterPoint Energy’s Houston Electric T&D’s revenues from major external customers are as follows:
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
|
|
(in millions)
|
||||||
Affiliates of NRG
|
|
$
|
156
|
|
|
$
|
151
|
|
Affiliates of Vistra Energy Corp.
|
|
81
|
|
|
54
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
|
|
(in millions)
|
||||||
Affiliates of NRG
|
|
$
|
156
|
|
|
$
|
151
|
|
Affiliates of Vistra Energy Corp.
|
|
81
|
|
|
54
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||||||||||||||||||
|
2020
|
||||||||||||||||||||||
|
Revenues from
External
Customers
|
|
Depreciation
and
Amortization
|
|
Interest Income
|
|
Interest Expense
|
|
Income Tax Expense
(Benefit)
|
|
Net Income (Loss)
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Natural Gas Distribution
|
$
|
1,008
|
|
|
$
|
74
|
|
|
$
|
1
|
|
|
$
|
(21
|
)
|
|
$
|
44
|
|
|
$
|
134
|
|
Corporate and Other
|
3
|
|
|
—
|
|
|
21
|
|
|
(31
|
)
|
|
(9
|
)
|
|
(3
|
)
|
||||||
Eliminations
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
22
|
|
|
—
|
|
|
—
|
|
||||||
Continuing Operations
|
$
|
1,011
|
|
|
$
|
74
|
|
|
$
|
—
|
|
|
$
|
(30
|
)
|
|
$
|
35
|
|
|
131
|
|
|
Discontinued Operations, net
|
|
|
|
|
|
|
|
|
|
|
(64
|
)
|
|||||||||||
Consolidated
|
|
|
|
|
|
|
|
|
|
|
$
|
67
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Three Months Ended March 31,
|
||||||||||||||||||||||
|
2019
|
||||||||||||||||||||||
|
Revenues from
External
Customers
|
|
Depreciation
and
Amortization
|
|
Interest Income
|
|
Interest Expense
|
|
Income Tax Expense
(Benefit)
|
|
Net Income (Loss)
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Natural Gas Distribution
|
$
|
1,211
|
|
|
$
|
73
|
|
|
$
|
1
|
|
|
$
|
(19
|
)
|
|
$
|
26
|
|
|
$
|
119
|
|
Corporate and Other
|
1
|
|
|
—
|
|
|
20
|
|
|
(31
|
)
|
|
(8
|
)
|
|
(9
|
)
|
||||||
Eliminations
|
—
|
|
|
—
|
|
|
(21
|
)
|
|
21
|
|
|
—
|
|
|
—
|
|
||||||
Continuing Operations
|
$
|
1,212
|
|
|
$
|
73
|
|
|
$
|
—
|
|
|
$
|
(29
|
)
|
|
$
|
18
|
|
|
110
|
|
|
Discontinued Operations, net
|
|
|
|
|
|
|
|
|
|
|
28
|
|
|||||||||||
Consolidated
|
|
|
|
|
|
|
|
|
|
|
$
|
138
|
|
|
Total Assets
|
||||||||||||||
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||
|
CenterPoint
Energy
|
|
CERC
|
|
CenterPoint
Energy |
|
CERC
|
||||||||
|
(in millions)
|
||||||||||||||
Houston Electric T&D
|
$
|
10,870
|
|
|
$
|
—
|
|
|
$
|
11,264
|
|
|
$
|
—
|
|
Indiana Electric Integrated
|
3,015
|
|
|
—
|
|
|
3,168
|
|
|
—
|
|
||||
Natural Gas Distribution
|
13,979
|
|
|
7,562
|
|
|
14,105
|
|
|
7,698
|
|
||||
Midstream Investments
|
915
|
|
|
—
|
|
|
2,473
|
|
|
—
|
|
||||
Corporate and Other, net of eliminations
|
2,969
|
|
|
(87
|
)
|
|
2,555
|
|
|
(90
|
)
|
||||
Continuing Operations
|
31,748
|
|
|
7,475
|
|
|
33,565
|
|
|
7,608
|
|
||||
Assets Held for Sale
|
1,647
|
|
|
675
|
|
|
1,964
|
|
|
904
|
|
||||
Consolidated
|
$
|
33,395
|
|
|
$
|
8,150
|
|
|
$
|
35,529
|
|
|
$
|
8,512
|
|
|
Three Months Ended March 31,
|
||||||||||||||||||||||
|
2020
|
|
2019
|
||||||||||||||||||||
|
CenterPoint Energy
|
|
Houston Electric
|
|
CERC
|
|
CenterPoint Energy
|
|
Houston Electric
|
|
CERC
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Cash Payments/Receipts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest, net of capitalized interest
|
$
|
148
|
|
|
$
|
68
|
|
|
$
|
35
|
|
|
$
|
154
|
|
|
$
|
86
|
|
|
$
|
35
|
|
Income tax refunds, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
||||||
Non-cash transactions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Accounts payable related to capital expenditures
|
200
|
|
|
110
|
|
|
66
|
|
|
166
|
|
|
98
|
|
|
49
|
|
||||||
ROU assets obtained in exchange for lease liabilities (1)
|
14
|
|
|
—
|
|
|
5
|
|
|
29
|
|
|
1
|
|
|
26
|
|
(1)
|
2019 includes the transition impact of adoption of ASU 2016-02 Leases.
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||||||||||
|
CenterPoint Energy
|
|
Houston Electric
|
|
CERC
|
|
CenterPoint Energy
|
|
Houston Electric
|
|
CERC
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Cash and cash equivalents
|
$
|
220
|
|
|
$
|
196
|
|
|
$
|
1
|
|
|
$
|
241
|
|
|
$
|
216
|
|
|
$
|
2
|
|
Restricted cash included in Prepaid expenses and other current assets
|
27
|
|
|
19
|
|
|
—
|
|
|
30
|
|
|
19
|
|
|
—
|
|
||||||
Total cash, cash equivalents and restricted cash shown in Condensed Statements of Consolidated Cash Flows
|
$
|
247
|
|
|
$
|
215
|
|
|
$
|
1
|
|
|
$
|
271
|
|
|
$
|
235
|
|
|
$
|
2
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||
|
Houston Electric
|
|
CERC
|
|
Houston Electric
|
|
CERC
|
||||||||
|
(in millions, except interest rates)
|
||||||||||||||
Money pool investments (borrowings) (1)
|
$
|
(133
|
)
|
|
$
|
—
|
|
|
$
|
481
|
|
|
$
|
—
|
|
Weighted average interest rate
|
1.98
|
%
|
|
1.98
|
%
|
|
1.98
|
%
|
|
1.98
|
%
|
(1)
|
Included in Accounts and notes receivable (payable)–affiliated companies on Houston Electric’s and CERC’s respective Condensed Consolidated Balance Sheets.
|
|
|
Three Months Ended March 31,
|
||||||||||||||
|
|
2020
|
|
2019
|
||||||||||||
|
|
Houston Electric
|
|
CERC
|
|
Houston Electric
|
|
CERC
|
||||||||
|
|
|
||||||||||||||
Interest income (expense) (1)
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
1
|
|
(1)
|
Interest income is included in Other income (expense), net and interest expense is included in Interest and other finance charges on Houston Electric’s and CERC’s respective Condensed Statements of Consolidated Income.
|
|
|
Three Months Ended March 31,
|
||||||||||||||
|
|
2020
|
|
2019
|
||||||||||||
|
|
Houston Electric
|
|
CERC
|
|
Houston Electric
|
|
CERC
|
||||||||
|
|
(in millions)
|
||||||||||||||
Corporate service charges
|
|
$
|
49
|
|
|
$
|
55
|
|
|
$
|
52
|
|
|
$
|
43
|
|
Net affiliate service charges (billings)
|
|
(6
|
)
|
|
6
|
|
|
(2
|
)
|
|
2
|
|
|
|
Three Months Ended March 31,
|
||||||||||||||
|
|
2020
|
|
2019
|
||||||||||||
|
|
Houston Electric
|
|
CERC
|
|
Houston Electric
|
|
CERC
|
||||||||
|
|
|
||||||||||||||
Cash dividends paid to parent
|
|
$
|
385
|
|
|
$
|
32
|
|
|
$
|
24
|
|
|
$
|
20
|
|
Cash contribution from parent
|
|
—
|
|
|
—
|
|
|
590
|
|
|
—
|
|
Declaration Date
|
|
Record Date
|
|
Payment Date
|
|
Per Share
|
|
Total
(in millions)
|
||||
February 3, 2020
|
|
February 20, 2020
|
|
March 12, 2020
|
|
$
|
0.2900
|
|
|
$
|
145
|
|
Total 2020
|
|
|
|
|
|
$
|
0.2900
|
|
|
$
|
145
|
|
|
|
|
|
|
|
|
|
|
||||
December 12, 2018
|
|
February 21, 2019
|
|
March 14, 2019
|
|
$
|
0.2875
|
|
|
$
|
144
|
|
Total 2019
|
|
|
|
|
|
$
|
0.2875
|
|
|
$
|
144
|
|
Declaration Date
|
|
Record Date
|
|
Payment Date
|
|
Per Share
|
|
Total
(in millions)
|
||||
February 3, 2020
|
|
February 14, 2020
|
|
March 2, 2020
|
|
$
|
30.6250
|
|
|
$
|
25
|
|
Total 2020
|
|
|
|
|
|
$
|
30.6250
|
|
|
$
|
25
|
|
|
|
|
|
|
|
|
|
|
||||
December 12, 2018
|
|
February 15, 2019
|
|
March 1, 2019
|
|
$
|
32.1563
|
|
|
$
|
26
|
|
Total 2019
|
|
|
|
|
|
$
|
32.1563
|
|
|
$
|
26
|
|
Declaration Date
|
|
Record Date
|
|
Payment Date
|
|
Per Share
|
|
Total
(in millions)
|
||||
February 3, 2020
|
|
February 14, 2020
|
|
March 2, 2020
|
|
$
|
17.5000
|
|
|
$
|
17
|
|
Total 2020
|
|
|
|
|
|
$
|
17.5000
|
|
|
$
|
17
|
|
|
|
|
|
|
|
|
|
|
||||
December 12, 2018
|
|
February 15, 2019
|
|
March 1, 2019
|
|
$
|
17.5000
|
|
|
$
|
17
|
|
Total 2019
|
|
|
|
|
|
$
|
17.5000
|
|
|
$
|
17
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
|
(in millions)
|
|||||||
Series A Preferred Stock
|
|
$
|
12
|
|
|
$
|
12
|
|
Series B Preferred Stock
|
|
17
|
|
|
17
|
|
||
Total preferred stock dividend requirement
|
|
$
|
29
|
|
|
$
|
29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Three Months Ended March 31,
|
||||||||||||||||||||||
|
2020
|
|
2019
|
||||||||||||||||||||
|
CenterPoint Energy
|
|
Houston Electric
|
|
CERC
|
|
CenterPoint Energy
|
|
Houston Electric
|
|
CERC
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Beginning Balance
|
$
|
(98
|
)
|
|
$
|
(15
|
)
|
|
$
|
10
|
|
|
$
|
(108
|
)
|
|
$
|
(14
|
)
|
|
$
|
5
|
|
Other comprehensive income (loss) before reclassifications:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deferred gain (loss) from interest rate derivatives (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
||||||
Other comprehensive loss from unconsolidated affiliates
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amounts reclassified from accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Actuarial losses (2)
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||||
Reclassification of deferred loss from cash flow hedges realized in net income
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||
Tax expense
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||||||
Net current period other comprehensive income (loss)
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
||||||
Ending Balance
|
$
|
(100
|
)
|
|
$
|
(15
|
)
|
|
$
|
10
|
|
|
$
|
(107
|
)
|
|
$
|
(15
|
)
|
|
$
|
5
|
|
(1)
|
Gains and losses are reclassified from Accumulated other comprehensive income into income when the hedged transactions affect earnings. The reclassification amounts are included in Interest and other finance charges in each of the Registrants’ respective Statements of Consolidated Income. Over the next twelve months estimated amortization from Accumulated Comprehensive Income into income is expected to be immaterial.
|
(2)
|
Amounts are included in the computation of net periodic cost and are reflected in Other income (expense), net in each of the Registrants’ respective Statements of Consolidated Income.
|
Equity Instrument
|
|
Declaration Date
|
|
Record Date
|
|
Payment Date
|
|
Per Share
|
||
Common Stock (1)
|
|
April 24, 2020
|
|
May 21, 2020
|
|
June 11, 2020
|
|
$
|
0.1500
|
|
Series B Preferred Stock
|
|
April 24, 2020
|
|
May 15, 2020
|
|
June 1, 2020
|
|
17.5000
|
|
(1)
|
On April 1, 2020, in response to the reduction in cash flow related to the reduction in Enable quarterly common unit distributions announced by Enable on April 1, 2020, CenterPoint Energy announced a reduction of its quarterly common stock dividend per share from $0.2900 to $0.1500.
|
Equity Instrument
|
|
Declaration Date
|
|
Record Date
|
|
Payment Date
|
|
Per Unit Distribution
|
|
Expected Cash Distribution
(in millions)
|
||||
Enable common units (1)
|
|
May 5, 2020
|
|
May 19, 2020
|
|
May 27, 2020
|
|
$
|
0.16525
|
|
|
$
|
39
|
|
Enable Series A Preferred Units
|
|
May 5, 2020
|
|
May 5, 2020
|
|
May 15, 2020
|
|
0.62500
|
|
|
9
|
|
(1)
|
On April 1, 2020, Enable announced a reduction in its quarterly distributions per common unit from $0.3305 distributed for the fourth quarter 2019 to $0.16525, representing a 50% reduction.
|
Item 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CENTERPOINT ENERGY, INC. AND SUBSIDIARIES
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
|
|
|
||||||
Revenues
|
|
$
|
2,167
|
|
|
$
|
2,229
|
|
Expenses
|
|
1,950
|
|
|
2,018
|
|
||
Operating Income
|
|
217
|
|
|
211
|
|
||
Interest Expense and Other Finance Charges
|
|
(139
|
)
|
|
(121
|
)
|
||
Interest Expense on Securitization Bonds
|
|
(8
|
)
|
|
(12
|
)
|
||
Equity in Earnings of Unconsolidated Affiliates, net
|
|
(1,475
|
)
|
|
62
|
|
||
Interest Income
|
|
—
|
|
|
12
|
|
||
Interest Income from Securitization Bonds
|
|
1
|
|
|
2
|
|
||
Other Income (Expense), net
|
|
4
|
|
|
3
|
|
||
Income (Loss) from Continuing Operations Before Income Taxes
|
|
(1,400
|
)
|
|
157
|
|
||
Income Tax Expense (Benefit)
|
|
(347
|
)
|
|
14
|
|
||
Income (Loss) from Continuing Operations
|
|
(1,053
|
)
|
|
143
|
|
||
Income (Loss) from Discontinued Operations (net of tax expense (benefit) of ($17) and $8, respectively)
|
|
(146
|
)
|
|
26
|
|
||
Net Income (Loss)
|
|
(1,199
|
)
|
|
169
|
|
||
Preferred Stock Dividend Requirement
|
|
29
|
|
|
29
|
|
||
Income (Loss) Available to Common Shareholders
|
|
$
|
(1,228
|
)
|
|
$
|
140
|
|
Basic Earnings (Loss) Per Common Share:
|
|
|
|
|
||||
Basic earnings (loss) per common share - continuing operations
|
|
$
|
(2.15
|
)
|
|
$
|
0.23
|
|
Basic earnings (loss) per common share - discontinued operations
|
|
(0.29
|
)
|
|
0.05
|
|
||
Basic Earnings (Loss) Per Common Share
|
|
$
|
(2.44
|
)
|
|
$
|
0.28
|
|
Diluted Earnings (Loss) Per Common Share:
|
|
|
|
|
||||
Diluted earnings (loss) per common share - continuing operations
|
|
$
|
(2.15
|
)
|
|
$
|
0.23
|
|
Diluted earnings (loss) per common share - discontinued operations
|
|
(0.29
|
)
|
|
0.05
|
|
||
Diluted Earnings (Loss) Per Common Share
|
|
$
|
(2.44
|
)
|
|
$
|
0.28
|
|
•
|
a $1,151 million decrease in net income from the Midstream Investments reportable segment further discussed under Results of Operations by Reportable Segment below;
|
•
|
a $172 million increase in loss from discontinued operations, net related to the Infrastructure Services and Energy Services Disposal Groups further discussed in Note 3 to the Interim Condensed Financial Statements; and
|
•
|
a $162 million decrease in net income from the Indiana Electric Integrated reportable segment further discussed under Results of Operations by Reportable Segment below.
|
•
|
an $84 million increase in net income from the Natural Gas Distribution reportable segment further discussed under Results of Operations by Reportable Segment below;
|
•
|
a $26 million increase in net income from Corporate and Other further discussed under Results of Operations by Reportable Segment below; and
|
•
|
a $7 million increase in net income from the Houston Electric T&D reportable segment further discussed under Results of Operations by Reportable Segment below.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
|
(in millions)
|
|||||||
Revenues (1)
|
|
$
|
634
|
|
|
$
|
686
|
|
Expenses
|
|
552
|
|
|
605
|
|
||
Operating Income
|
|
82
|
|
|
81
|
|
||
Interest Expense and Other Finance Charges
|
|
(41
|
)
|
|
(40
|
)
|
||
Interest Expense on Securitization Bonds
|
|
(8
|
)
|
|
(12
|
)
|
||
Interest Income
|
|
1
|
|
|
4
|
|
||
Interest Income from Securitization Bonds
|
|
1
|
|
|
2
|
|
||
Other Income (Expense), net
|
|
3
|
|
|
(2
|
)
|
||
Income before Income Taxes
|
|
38
|
|
|
33
|
|
||
Income Tax Expense
|
|
5
|
|
|
6
|
|
||
Net Income
|
|
$
|
33
|
|
|
$
|
27
|
|
(1)
|
Excludes weather hedge gains of $4 million and $3 million for the three months ended March 31, 2020 and 2019, respectively, recorded in Utility revenues on CenterPoint Energy’s Condensed Statements of Consolidated Income. See Note 7(a) to the Interim Condensed Financial Statements for more information on the weather hedge.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
|
(in millions)
|
|||||||
Revenues
|
|
$
|
1,011
|
|
|
$
|
1,212
|
|
Expenses
|
|
811
|
|
|
1,052
|
|
||
Operating Income
|
|
200
|
|
|
160
|
|
||
Interest Expense and Other Finance Charges
|
|
(30
|
)
|
|
(29
|
)
|
||
Other Expense, net
|
|
(4
|
)
|
|
(3
|
)
|
||
Income from Continuing Operations Before Income Taxes
|
|
166
|
|
|
128
|
|
||
Income Tax Expense
|
|
35
|
|
|
18
|
|
||
Income from Continuing Operations
|
|
131
|
|
|
110
|
|
||
Income (Loss) from Discontinued Operations (net of tax expense (benefit) of ($11) and $8, respectively)
|
|
(64
|
)
|
|
28
|
|
||
Net Income
|
|
$
|
67
|
|
|
$
|
138
|
|
•
|
a $15 million increase in net income from the Natural Gas Distribution reportable segment discussed further under Results of Operations by Reportable Segment below; and
|
•
|
a $6 million increase in net income from Corporate and Other.
|
Registrants
|
|
Houston Electric T&D
|
|
Indiana Electric Integrated
|
|
Natural Gas Distribution
|
|
Midstream Investments
|
CenterPoint Energy
|
|
X
|
|
X
|
|
X
|
|
X
|
Houston Electric
|
|
X
|
|
|
|
|
|
|
CERC
|
|
|
|
|
|
X
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
|
|
|
||||||
Utility Revenues:
|
|
|
|
|
||||
TDU (1)
|
|
$
|
600
|
|
|
$
|
595
|
|
Bond Companies
|
|
38
|
|
|
94
|
|
||
Total utility revenues
|
|
638
|
|
|
689
|
|
||
Expenses:
|
|
|
|
|
||||
Operation and maintenance, excluding Bond Companies
|
|
358
|
|
|
366
|
|
||
Depreciation and amortization, excluding Bond Companies
|
|
99
|
|
|
93
|
|
||
Taxes other than income taxes
|
|
64
|
|
|
62
|
|
||
Bond Companies
|
|
31
|
|
|
84
|
|
||
Total expenses
|
|
552
|
|
|
605
|
|
||
Operating Income
|
|
86
|
|
|
84
|
|
||
Other Income (Expense)
|
|
|
|
|
||||
Interest expense and other finance charges
|
|
(41
|
)
|
|
(40
|
)
|
||
Interest expense on Securitization Bonds
|
|
(8
|
)
|
|
(12
|
)
|
||
Interest income
|
|
1
|
|
|
4
|
|
||
Interest income from Securitization Bonds
|
|
1
|
|
|
2
|
|
||
Other income (expense), net
|
|
3
|
|
|
(2
|
)
|
||
Income from Continuing Operations Before Income Taxes
|
|
42
|
|
|
36
|
|
||
Income tax expense
|
|
5
|
|
|
6
|
|
||
Net Income (1)
|
|
$
|
37
|
|
|
$
|
30
|
|
Throughput (in GWh):
|
|
|
|
|
||||
Residential
|
|
5,351
|
|
|
5,183
|
|
||
Total
|
|
20,102
|
|
|
19,019
|
|
||
Number of metered customers at end of period:
|
|
|
|
|
||||
Residential
|
|
2,260,352
|
|
|
2,206,563
|
|
||
Total
|
|
2,552,739
|
|
|
2,494,761
|
|
(1)
|
Net income for CenterPoint Energy’s Houston Electric T&D reportable segment differs from net income for Houston Electric due to weather hedge gains (losses) recorded at CenterPoint Energy that are not recorded at Houston Electric. Utility revenues in CenterPoint Energy’s Condensed Statements of Consolidated Income included weather hedge gains (losses) of $4 million and $3 million for the three months ended March 31, 2020 and 2019, respectively, for CenterPoint Energy’s Houston Electric T&D reportable segment. See Note 7(a) to the Interim Condensed Financial Statements for more information on weather hedges.
|
•
|
decreased operation and maintenance expenses of $17 million, inclusive of a $6 million decrease in severance costs, primarily due to lower labor and benefits costs, lower support services costs, and lower contract services costs;
|
•
|
a $5 million increase in Other income (expense), net due to income associated with corporate-owned life insurance.
|
•
|
higher depreciation and amortization expense, primarily because of ongoing additions to plant in service, and other taxes of $9 million;
|
•
|
lower equity return of $5 million, primarily related to the annual true-up of transition charges to correct over-collections that occurred during the preceding 12 months;
|
•
|
lower miscellaneous revenues of $3 million, primarily related to right-of-way revenues;
|
•
|
decreased interest income of $3 million, primarily due to lower investments in the CenterPoint Energy money pool; and
|
•
|
higher transmission costs billed by transmission providers of $9 million, partially offset by higher transmission-related revenues of $7 million.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019 (1)
|
||||
|
|
|
||||||
Utility Revenues
|
|
$
|
129
|
|
|
$
|
83
|
|
Expenses:
|
|
|
|
|
||||
Utility natural gas, fuel and purchased power
|
|
35
|
|
|
26
|
|
||
Operation and maintenance
|
|
44
|
|
|
48
|
|
||
Depreciation and amortization
|
|
25
|
|
|
16
|
|
||
Taxes other than income taxes
|
|
4
|
|
|
2
|
|
||
Goodwill Impairment
|
|
185
|
|
|
—
|
|
||
Total expenses
|
|
293
|
|
|
92
|
|
||
Operating Loss
|
|
(164
|
)
|
|
(9
|
)
|
||
Other Income (Expense):
|
|
|
|
|
||||
Interest expense and other finance charges
|
|
(6
|
)
|
|
(3
|
)
|
||
Other income (expense), net
|
|
2
|
|
|
1
|
|
||
Loss from Continuing Operations Before Income Taxes
|
|
(168
|
)
|
|
(11
|
)
|
||
Income tax expense (benefit)
|
|
3
|
|
|
(2
|
)
|
||
Net Loss
|
|
$
|
(171
|
)
|
|
$
|
(9
|
)
|
Throughput (in GWh):
|
|
|
|
|
||||
Retail
|
|
1,078
|
|
|
704
|
|
||
Wholesale
|
|
63
|
|
|
58
|
|
||
Total
|
|
1,141
|
|
|
762
|
|
||
Number of metered customers at end of period:
|
|
|
|
|
||||
Residential
|
|
129,233
|
|
|
128,194
|
|
||
Total
|
|
148,265
|
|
|
147,047
|
|
(1)
|
Represents February 1, 2019 through March 31, 2019 results only due to the Merger.
|
•
|
a $185 million goodwill impairment charge further discussed in Note 10 to the Interim Condensed Financial Statements;
|
•
|
a $9 million increase in depreciation and amortization expense from the inclusion of expense for three months in 2020 versus two months included in 2019 due to the Merger on February 1, 2019;
|
•
|
a $5 million increase in state and federal income taxes driven by growth in earnings and the non-deductible goodwill impairment;
|
•
|
a $3 million decrease in customer margin due to unfavorable weather not protected by weather normalization mechanisms; and
|
•
|
a $3 million increase in interest expense from the inclusion of expense for three months in 2020 versus two months included in 2019 due to the Merger on February 1, 2019.
|
•
|
a $34 million increase in electric margin from the inclusion of results for three months in 2020 versus two months included in 2019 due to the Merger on February 1, 2019;
|
•
|
a $3 million increase in margin associated with the Indiana Electric infrastructure replacement TDSIC program; and
|
•
|
a $4 million decrease in operation and maintenance expense inclusive of a $19 million reduction in Merger-related severance and incentive compensation costs in 2019 and a timing related reduction of plant maintenance expenditures of $2 million, partially offset by a $17 million increase from the inclusion of expense for three months in 2020 versus two months included in 2019 due to the Merger on February 1, 2019.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019 (1)
|
||||
|
|
|
||||||
Revenues:
|
|
|
|
|
||||
Utility revenues
|
|
$
|
1,306
|
|
|
$
|
1,399
|
|
Non-utility revenues
|
|
12
|
|
|
16
|
|
||
Total revenues
|
|
1,318
|
|
|
1,415
|
|
||
Expenses:
|
|
|
|
|
||||
Utility natural gas
|
|
574
|
|
|
771
|
|
||
Non-utility cost of revenues, including natural gas
|
|
6
|
|
|
10
|
|
||
Operation and maintenance
|
|
267
|
|
|
310
|
|
||
Depreciation and amortization
|
|
111
|
|
|
95
|
|
||
Taxes other than income taxes
|
|
67
|
|
|
60
|
|
||
Total expenses
|
|
1,025
|
|
|
1,246
|
|
||
Operating Income
|
|
293
|
|
|
169
|
|
||
Other Income (Expense):
|
|
|
|
|
||||
Interest expense and other finance charges
|
|
(32
|
)
|
|
(23
|
)
|
||
Interest income
|
|
1
|
|
|
1
|
|
||
Other income (expense), net
|
|
(2
|
)
|
|
(1
|
)
|
||
Income from Continuing Operations Before Income Taxes
|
|
260
|
|
|
146
|
|
||
Income tax expense
|
|
56
|
|
|
26
|
|
||
Net Income
|
|
$
|
204
|
|
|
$
|
120
|
|
Throughput (in Bcf):
|
|
|
|
|
||||
Residential
|
|
107
|
|
|
114
|
|
||
Commercial and industrial
|
|
146
|
|
|
136
|
|
||
Total Throughput
|
|
253
|
|
|
250
|
|
||
Number of customers at end of period:
|
|
|
|
|
||||
Residential
|
|
4,266,685
|
|
|
4,219,795
|
|
||
Commercial and industrial
|
|
350,009
|
|
|
350,419
|
|
||
Total
|
|
4,616,694
|
|
|
4,570,214
|
|
(1)
|
Includes only February 1, 2019 through March 31, 2019 results of acquired natural gas businesses due to the Merger.
|
•
|
a $65 million increase in margin related to an additional month of earnings in 2020 related to the Indiana and Ohio jurisdictions acquired in the Merger on February 1, 2019;
|
•
|
rate increases of $46 million in Minnesota, Arkansas and Texas, exclusive of the TCJA impact discussed below;
|
•
|
a $44 million reduction in operation and maintenance expense, primarily due to a $53 million decrease in Merger-related severance costs in 2019, offset by an additional month of operation and maintenance expense in the Indiana and Ohio jurisdictions acquired in the Merger on February 1, 2019;
|
•
|
a $5 million increase in revenues associated with customer growth from the addition of over 46,000 new customers; and
|
•
|
an increase in revenue of $4 million related to the impact of the TCJA in Arkansas, which was offset by lower TCJA revenue impacts in Texas, Indiana, Ohio and Mississippi.
|
•
|
a $30 million increase in state and federal income taxes driven by growth in earnings and an additional month of expense in 2020 related to the Indiana and Ohio jurisdictions acquired in the Merger on February 1, 2019;
|
•
|
a $16 million increase in depreciation and amortization and a $12 million increase in other non-income related taxes, primarily due to capital projects placed in service in 2020 and an additional month of expense in 2020 related to the Indiana and Ohio jurisdictions acquired in the Merger on February 1, 2019;
|
•
|
$10 million of lower revenue attributed to milder weather and lower customer usage; and
|
•
|
a $9 million increase in interest expense due to incremental financing to fund capital projects and an additional month of expense in 2020 related to the Indiana and Ohio jurisdictions acquired in the Merger on February 1, 2019.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
|
|
|
||||||
Revenues:
|
|
|
|
|
||||
Utility revenues
|
|
$
|
996
|
|
|
$
|
1,195
|
|
Non-utility revenues
|
|
12
|
|
|
16
|
|
||
Total revenues
|
|
1,008
|
|
|
1,211
|
|
||
Expenses:
|
|
|
|
|
|
|||
Utility natural gas
|
|
472
|
|
|
687
|
|
||
Non-utility cost of revenues, including natural gas
|
|
6
|
|
|
10
|
|
||
Operation and maintenance
|
|
204
|
|
|
227
|
|
||
Depreciation and amortization
|
|
74
|
|
|
73
|
|
||
Taxes other than income taxes
|
|
50
|
|
|
49
|
|
||
Total expenses
|
|
806
|
|
|
1,046
|
|
||
Operating Income
|
|
202
|
|
|
165
|
|
||
Other Income (Expense):
|
|
|
|
|
||||
Interest expense and other finance charges
|
|
(21
|
)
|
|
(19
|
)
|
||
Interest income
|
|
1
|
|
|
1
|
|
||
Other income (expense), net
|
|
(4
|
)
|
|
(2
|
)
|
||
Income from Continuing Operations Before Income Taxes
|
|
178
|
|
|
145
|
|
||
Income tax expense
|
|
44
|
|
|
26
|
|
||
Net Income
|
|
$
|
134
|
|
|
$
|
119
|
|
Throughput (in Bcf):
|
|
|
|
|
||||
Residential
|
|
74
|
|
|
91
|
|
||
Commercial and industrial
|
|
90
|
|
|
98
|
|
||
Total Throughput
|
|
164
|
|
|
189
|
|
||
Number of customers at end of period:
|
|
|
|
|
||||
Residential
|
|
3,299,011
|
|
|
3,261,669
|
|
||
Commercial and industrial
|
|
261,120
|
|
|
261,709
|
|
||
Total
|
|
3,560,131
|
|
|
3,523,378
|
|
•
|
rate increases of $28 million in Minnesota, Arkansas and Texas, exclusive of the TCJA impact discussed below;
|
•
|
a $17 million reduction in operation and maintenance expense, inclusive of a $10 million decrease in Merger-related severance costs in 2019, primarily due to lower labor benefits and support services costs;
|
•
|
higher revenue of $5 million related to the impact of the TCJA in Arkansas, which was offset by lower TCJA revenue impacts in Texas and Mississippi; and
|
•
|
a $2 million increase in revenues associated with customer growth from the addition of almost 37,000 new customers.
|
•
|
an $18 million increase in state and federal income taxes and interest expense, primarily due to increased taxable income;
|
•
|
$8 million of lower revenue attributed to milder weather and lower customer usage as compared to the three months ended March 31, 2019;
|
•
|
a $5 million increase in property and other non-income related taxes, primarily due to increases in local tax rates and property valuations;
|
•
|
a $2 million increase in interest expense, primarily due to increased debt financing to fund an increase in capital projects in 2020; and
|
•
|
a $1 million increase in depreciation and amortization from an increase of incremental capital projects placed in service in 2020.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
|
(in millions)
|
|||||||
Non-utility Revenues
|
|
$
|
—
|
|
|
$
|
—
|
|
Taxes other than income taxes
|
|
(1
|
)
|
|
—
|
|
||
Total Expenses
|
|
(1
|
)
|
|
—
|
|
||
Operating Income
|
|
1
|
|
|
—
|
|
||
Other Income (Expense):
|
|
|
|
|
||||
Interest expense and other finance charges
|
|
$
|
(14
|
)
|
|
$
|
(12
|
)
|
Equity in earnings (loss) from Enable, net
|
|
(1,475
|
)
|
|
62
|
|
||
Interest income
|
|
—
|
|
|
$
|
2
|
|
|
Income (Loss) from Continuing Operations Before Income Taxes
|
|
(1,488
|
)
|
|
52
|
|
||
Income tax expense (benefit)
|
|
(361
|
)
|
|
28
|
|
||
Net Income (Loss)
|
|
$
|
(1,127
|
)
|
|
$
|
24
|
|
•
|
a $1,541 million impairment charge recorded on CenterPoint Energy’s equity investment in Enable (see Note 9 to the Interim Condensed Financial Statements for further information); and
|
•
|
a $6 million decrease in Equity in Earnings from Enable.
|
•
|
a $389 million increase in income tax benefit primarily resulting from the impairment charge discussed above and a lower effective tax rate in 2020; and
|
•
|
a $10 million decrease in the loss on dilution.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019 (1)
|
||||
|
(in millions)
|
|||||||
Non-utility Revenues
|
|
$
|
82
|
|
|
$
|
42
|
|
Expenses:
|
|
|
|
|
||||
Non-utility cost of revenues, including natural gas
|
|
58
|
|
|
37
|
|
||
Operation and maintenance
|
|
5
|
|
|
24
|
|
||
Depreciation and amortization
|
|
17
|
|
|
14
|
|
||
Taxes other than income taxes
|
|
2
|
|
|
2
|
|
||
Total
|
|
82
|
|
|
77
|
|
||
Operating Loss
|
|
—
|
|
|
(35
|
)
|
||
Other Income (Expense)
|
|
|
|
|
||||
Gain (loss) on marketable securities
|
|
(144
|
)
|
|
83
|
|
||
Gain (loss) on indexed debt securities
|
|
135
|
|
|
(86
|
)
|
||
Interest expense and other finance charges
|
|
(96
|
)
|
|
(84
|
)
|
||
Interest income
|
|
48
|
|
|
46
|
|
||
Other income, net
|
|
11
|
|
|
10
|
|
||
Loss from Continuing Operations Before Income Taxes
|
|
(46
|
)
|
|
(66
|
)
|
||
Income tax benefit
|
|
(50
|
)
|
|
(44
|
)
|
||
Net Income (Loss)
|
|
$
|
4
|
|
|
$
|
(22
|
)
|
(1)
|
Includes only February 1, 2019 through March 31, 2019 results of the ESG business acquired in the Merger.
|
•
|
a $221 million increase in gains on the underlying value of indexed debt securities related to the ZENS;
|
•
|
a $19 million decrease in operation and maintenance expenses primarily due to the following:
|
◦
|
lower corporate allocations retained in continuing operations related to the Infrastructure Services Disposal Group of $11 million primarily from Merger-related severance and incentive compensation costs incurred in 2019 that did not recur in 2020;
|
◦
|
decreased benefits and services costs of $4 million;
|
◦
|
decreased software maintenance costs of $2 million; and
|
◦
|
reduced Merger-related integration costs of $2 million incurred in 2019 that did not recur in 2020;
|
•
|
a $19 million increase in margin primarily related to higher margin of $9 million at ESG from two large federal projects in 2020 and the reduction of Merger-related amortization of intangibles for construction backlog of $6 million in non-utility cost of revenues, including natural gas; and
|
•
|
a $6 million increase in income tax benefit.
|
•
|
a $227 million increase in losses on marketable securities;
|
•
|
a $12 million increase in interest expense from the inclusion of expense for three months in 2020 versus two months included in 2019 due to additional debt acquired in the Merger on February 1, 2019; and
|
•
|
a $3 million increase in depreciation and amortization from the inclusion of expense for three months in 2020 versus two months included in 2019 for businesses acquired in the Merger on February 1, 2019.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
|
(in millions)
|
|||||||
Non-utility Revenues
|
|
$
|
3
|
|
|
$
|
1
|
|
Expenses
|
|
|
|
|
||||
Operation and maintenance
|
|
5
|
|
|
6
|
|
||
Total
|
|
5
|
|
|
6
|
|
||
Operating Loss
|
|
(2
|
)
|
|
(5
|
)
|
||
Other Income (Expense):
|
|
|
|
|
||||
Interest expense and other finance charges
|
|
(31
|
)
|
|
(31
|
)
|
||
Interest income
|
|
21
|
|
|
20
|
|
||
Other income (expense), net
|
|
—
|
|
|
(1
|
)
|
||
Loss from Continuing Operations Before Income Taxes
|
|
(12
|
)
|
|
(17
|
)
|
||
Income tax benefit
|
|
(9
|
)
|
|
(8
|
)
|
||
Net Loss
|
|
$
|
(3
|
)
|
|
$
|
(9
|
)
|
|
Three Months Ended March 31,
|
||||||||||||||||||||||
|
2020
|
|
2019
|
||||||||||||||||||||
|
CenterPoint Energy
|
|
Houston Electric
|
|
CERC
|
|
CenterPoint Energy
|
|
Houston Electric
|
|
CERC
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Cash provided by (used in):
|
|
|
|
|
|
|
|
||||||||||||||||
Operating activities
|
$
|
662
|
|
|
$
|
103
|
|
|
$
|
381
|
|
|
$
|
271
|
|
|
$
|
66
|
|
|
$
|
248
|
|
Investing activities
|
(654
|
)
|
|
192
|
|
|
(177
|
)
|
|
(6,539
|
)
|
|
(1,237
|
)
|
|
(250
|
)
|
||||||
Financing activities
|
(32
|
)
|
|
(315
|
)
|
|
(205
|
)
|
|
2,345
|
|
|
1,078
|
|
|
(11
|
)
|
|
CenterPoint Energy
|
|
Houston
Electric
|
|
CERC
|
||||||
|
(in millions)
|
||||||||||
Changes in net income after adjusting for non-cash items
|
$
|
(1,363
|
)
|
|
$
|
(26
|
)
|
|
$
|
62
|
|
Changes in working capital
|
212
|
|
|
58
|
|
|
67
|
|
|||
Change in equity in earnings of unconsolidated affiliates
|
1,537
|
|
|
—
|
|
|
—
|
|
|||
Change in distributions from unconsolidated affiliates (1)
|
(4
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
9
|
|
|
5
|
|
|
4
|
|
|||
|
$
|
391
|
|
|
$
|
37
|
|
|
$
|
133
|
|
(1)
|
This change is partially offset by the change in distributions from Enable in excess of cumulative earnings in investing activities noted in the table below.
|
|
CenterPoint Energy
|
|
Houston
Electric
|
|
CERC
|
||||||
|
(in millions)
|
||||||||||
Mergers and acquisitions, net of cash acquired
|
$
|
5,987
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Higher capital expenditures
|
(127
|
)
|
|
(28
|
)
|
|
(30
|
)
|
|||
Net change in notes receivable from affiliated companies
|
—
|
|
|
1,460
|
|
|
106
|
|
|||
Change in distributions from Enable in excess of cumulative earnings
|
7
|
|
|
—
|
|
|
—
|
|
|||
Other
|
18
|
|
|
(3
|
)
|
|
(3
|
)
|
|||
|
$
|
5,885
|
|
|
$
|
1,429
|
|
|
$
|
73
|
|
|
CenterPoint Energy
|
|
Houston
Electric
|
|
CERC
|
||||||
|
(in millions)
|
||||||||||
Net changes in commercial paper outstanding
|
$
|
(3,520
|
)
|
|
$
|
—
|
|
|
$
|
(183
|
)
|
Net changes in long-term debt outstanding, excluding commercial paper
|
210
|
|
|
(584
|
)
|
|
—
|
|
|||
Net changes in long-term revolving credit facilities
|
915
|
|
|
—
|
|
|
—
|
|
|||
Net changes in debt issuance costs
|
8
|
|
|
7
|
|
|
—
|
|
|||
Increased payment of Common Stock dividends
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Decreased payment of preferred stock dividends
|
1
|
|
|
—
|
|
|
—
|
|
|||
Net change in notes payable from affiliated companies
|
—
|
|
|
134
|
|
|
—
|
|
|||
Contribution from parent
|
—
|
|
|
(590
|
)
|
|
—
|
|
|||
Dividend to parent
|
—
|
|
|
(361
|
)
|
|
(12
|
)
|
|||
Other
|
10
|
|
|
1
|
|
|
1
|
|
|||
|
$
|
(2,377
|
)
|
|
$
|
(1,393
|
)
|
|
$
|
(194
|
)
|
|
|
CenterPoint Energy
|
|
Houston Electric
|
|
CERC
|
||||||
|
|
(in millions)
|
||||||||||
Estimated capital expenditures
|
|
$
|
1,682
|
|
|
$
|
626
|
|
|
$
|
401
|
|
Scheduled principal payments on Securitization Bonds
|
|
168
|
|
|
168
|
|
|
—
|
|
|||
Maturing Vectren term loans
|
|
600
|
|
|
—
|
|
|
—
|
|
•
|
Transmission and distribution utilities must file a tariff rider to collect funds to reimburse costs related to unpaid bills from eligible residential customers unemployed due to the impacts of COVID-19. The rider is based on $0.33 per MW hour ($0.00033 per KW hour) to be applied to all customer classes. Houston Electric filed its updated tariff implementing the rider on March 31, 2020, which was approved by the PUCT on April 2, 2020.
|
•
|
Transmission and distribution utilities entered into no-interest loan agreements with ERCOT to provide for an initial fund balance for reimbursement. On April 13, 2020, in connection with the PUCT’s COVID-19 ERP, Houston Electric entered into a no-interest loan agreement with ERCOT for approximately $5 million.
|
•
|
The fund administered by each transmission and distribution utility for the COVID-19 ERP can also receive donations and grants from governmental entities, corporations, and other entities. Any funds received from other sources shall be administered and treated in the same manner by the transmission and distribution utilities as the funds in the program from the rider.
|
•
|
Transmission and distribution utilities may petition the PUCT for changes to the COVID-19 ERP, including the level of the rider in the event that the funds collected are not sufficient to cover reimbursements.
|
•
|
REPs will identify eligible customers to the relevant transmission and distribution utilities, and the transmission and distribution utilities will cease charging REPs for associated delivery charges, except securitization related charges. REPs will cease submitting disconnection for non-payment orders to transmission and distribution utilities for eligible customers.
|
•
|
The funds collected through the rider will be used to reimburse the following entities and costs: REPs’ energy charges related to eligible residential customers with an unpaid, past due electric bill subject to a disconnection for non-payment notice (reimbursement amounts are based on an average energy cost of $0.04 per KW hour); transmission and distribution utilities’ delivery charges related to eligible residential customers with an unpaid, past due electric bill subject to a disconnection for non-payment notice; the third-party administrator to cover its reasonable costs of administering the COVID-19 ERP eligibility process; and ERCOT for the loan to the transmission and distribution utilities.
|
•
|
REPs will submit one spreadsheet with reimbursement claims to transmission and distribution utilities beginning on April 30, 2020 and all subsequent requests that may be made on the 15th of each month, and transmission and distribution utilities will process reimbursement payments within 14 days.
|
•
|
Transmission and distribution utilities will prepare reports and file them at the PUCT every 30 days showing aggregate amounts of reimbursements to the transmission and distribution utilities and REPs.
|
•
|
all necessary and reasonable incremental costs or expenses to plan, prepare, stage, or react to protect and keep safe its employees and customers, and to reliably operate its utility system beginning with the date of the Governor of Mississippi’s declared state of emergency; and
|
•
|
any costs, including any incremental bad debt expenses and all associated credit and collection costs, related to connections, reconnections, or disconnections for all customers classes. This deferral authorization includes, but is not limited to, customer-paid fees.
|
•
|
an overall revenue requirement increase of approximately $13 million;
|
•
|
an ROE of 9.4%;
|
•
|
a capital structure of 57.5% debt/42.5% equity;
|
•
|
a refund of unprotected EDIT of $105 million plus carrying costs over approximately 30-36 months; and
|
•
|
recovery of all retail transmission related costs through the TCRF.
|
Mechanism
|
|
Annual Increase (Decrease) (1)
(in millions)
|
|
Filing
Date
|
|
Effective Date
|
|
Approval Date
|
|
Additional Information
|
CenterPoint Energy and Houston Electric (PUCT)
|
||||||||||
Rate Case
|
|
$13
|
|
April
2019
|
|
April
2020
|
|
March 2020
|
|
See discussion above under Houston Electric Base Rate Case.
|
TCOS (1)
|
|
17
|
|
March 2020
|
|
TBD
|
|
TBD
|
|
Requested an increase of $204 million to rate base.
|
CenterPoint Energy and CERC - Beaumont/East Texas (Railroad Commission)
|
||||||||||
Rate Case (1)
|
|
7
|
|
November
2019
|
|
TBD
|
|
TBD
|
|
Unanimous settlement agreement filed with the Railroad Commission in March 2020 that recommends a $4 million annual increase in current revenues, a refund for an Unprotected EDIT Rider amortized over three years of which $2.2 million is refunded in the first year and establishes a 9.65% ROE and a 56.95% equity ratio for future GRIP filings for the Beaumont/East Texas jurisdiction. The settlement calls for new rates to be effective with October 2020 usage and would be reflected starting with November 2020 bills.
|
CenterPoint Energy and CERC - South Texas, Houston and Texas Coast (Railroad Commission)
|
||||||||||
GRIP (1)
|
|
18
|
|
March
2020
|
|
TBD
|
|
TBD
|
|
Based on net change in invested capital of $144 million.
|
CenterPoint Energy and CERC - Arkansas (APSC)
|
||||||||||
FRP (1)
|
|
(8)
|
|
April
2020
|
|
TBD
|
|
TBD
|
|
Based on ROE of 9.5% with 50 basis point (+/-) earnings band. Revenue reduction of $8.1 million based on prior test year true-up earned return on equity of 11.75% combined with projected test year return on equity of 8.40%.
|
CenterPoint Energy and CERC - Minnesota (MPUC)
|
||||||||||
CIP Financial Incentive (1)
|
|
9
|
|
May
2020
|
|
TBD
|
|
TBD
|
|
CIP Financial Incentive based on 2019 activity.
|
Rate Case (1)
|
|
62
|
|
October 2019
|
|
TBD
|
|
TBD
|
|
Reflects a proposed 10.15% ROE on a 51.39% equity ratio. Interim rates reflecting an annual increase of $53 million were implemented on January 1, 2020.
|
CenterPoint Energy and CERC - Oklahoma (OCC)
|
||||||||||
PBRC (1)
|
|
(2)
|
|
March
2020
|
|
TBD
|
|
TBD
|
|
Based on ROE of 10% with 50 basis point (+/-) earnings band. Revenue credit of approximately $2 million based on 2019 test year adjusted earned ROE of 15.37%.
|
Mechanism
|
|
Annual Increase (Decrease) (1)
(in millions)
|
|
Filing
Date
|
|
Effective Date
|
|
Approval Date
|
|
Additional Information
|
CenterPoint Energy and CERC - Mississippi (MPSC)
|
||||||||||
RRA (1)
|
|
2
|
|
May
2020
|
|
TBD
|
|
TBD
|
|
Based on ROE of 9.292% with 100 basis point (+/-) earnings band. Revenue increase of $2 million based on 2019 test year adjusted earned ROE of 7.45%.
|
CenterPoint Energy - Indiana South - Gas (IURC)
|
||||||||||
CSIA (1)
|
|
1
|
|
April 2020
|
|
July
2020
|
|
TBD
|
|
Requested an increase of $13 million to rate base, which reflects a $1 million annual increase in current revenues. 80% of revenue requirement is included in requested rate increase and 20% is deferred until the next rate case. The mechanism also includes refunds associated with the TCJA, resulting in no change to the previous credit provided, and a change in the total (over)/under-recovery variance of $1 million annually.
|
CenterPoint Energy - Indiana North - Gas (IURC)
|
||||||||||
CSIA (1)
|
|
4
|
|
April 2020
|
|
July
2020
|
|
TBD
|
|
Requested an increase of $35 million to rate base, which reflects a $4 million annual increase in current revenues. 80% of revenue requirement is included in requested rate increase and 20% is deferred until the next rate case. The mechanism also includes refunds associated with the TCJA, resulting in no change to the previous credit provided, and a change in the total (over)/under-recovery variance of $14 million annually.
|
CenterPoint Energy - Ohio (PUCO)
|
||||||||||
TSCR (1)
|
|
N/A
|
|
January
2019
|
|
TBD
|
|
TBD
|
|
Application to flow back to customers certain benefits from the TCJA. Initial impact reflects credits for 2018 of $(10) million and 2019 of $(9) million, and 2020 of $(6) million, with mechanism to begin subsequent to new approval by PUCO. The order is expected in 2020.
|
DRR
|
|
10
|
|
May
2020
|
|
September
2020
|
|
TBD
|
|
Requested an increase of $67 million to rate base for investments made in 2019, which reflects a $10 million annual increase in current revenues. A change in (over)/under-recovery variance of $2 million annually is also included in rates.
|
CenterPoint Energy - Indiana Electric (IURC)
|
||||||||||
TDSIC (1)
|
|
4
|
|
February
2020
|
|
May
2020
|
|
TBD
|
|
Requested an increase of $34 million to rate base, which reflects a $4 million annual increase in current revenues. 80% of revenue requirement is included in requested rate increase and 20% is deferred until next rate case. The mechanism also includes a change in (over)/under-recovery variance of $2 million annually.
|
(1)
|
Represents proposed increases (decreases) when effective date and/or approval date is not yet determined. Approved rates could differ materially from proposed rates.
|
|
|
|
|
Amount Utilized as of May 1, 2020
|
|
|
|
|
||||||||||||
Registrant
|
|
Size of Facility
|
|
Loans
|
|
Letters of Credit
|
|
Commercial Paper
|
|
Weighted Average Interest Rate
|
|
Termination Date
|
||||||||
|
|
(in millions)
|
|
|
|
|
||||||||||||||
CenterPoint Energy
|
|
$
|
3,300
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
1,675
|
|
|
1.68%
|
|
March 3, 2022
|
CenterPoint Energy (1)
|
|
400
|
|
|
—
|
|
|
—
|
|
|
147
|
|
|
0.68%
|
|
July 14, 2022
|
||||
CenterPoint Energy (2)
|
|
200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—%
|
|
July 14, 2022
|
||||
Houston Electric
|
|
300
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—%
|
|
March 3, 2022
|
||||
CERC
|
|
900
|
|
|
—
|
|
|
1
|
|
|
125
|
|
|
0.63%
|
|
March 3, 2022
|
||||
Total
|
|
$
|
5,100
|
|
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
1,947
|
|
|
|
|
|
(1)
|
The credit facility was issued by VUHI and is guaranteed by SIGECO, Indiana Gas and VEDO.
|
(2)
|
The credit facility was issued by VCC and is guaranteed by Vectren.
|
|
Weighted Average Interest Rate
|
|
Houston Electric
|
|
CERC
|
||||
|
|
|
(in millions)
|
||||||
Money pool investments (borrowings)
|
1.70%
|
|
$
|
(193
|
)
|
|
$
|
—
|
|
|
|
|
|
Moody’s
|
|
S&P
|
|
Fitch
|
||||||
Registrant
|
|
Borrower/Instrument
|
|
Rating
|
|
Outlook (1)
|
|
Rating
|
|
Outlook (2)
|
|
Rating
|
|
Outlook (3)
|
CenterPoint Energy
|
|
CenterPoint Energy Senior Unsecured Debt
|
|
Baa2
|
|
Negative
|
|
BBB
|
|
Negative
|
|
BBB
|
|
Negative
|
CenterPoint Energy
|
|
Vectren Corp. Issuer Rating
|
|
n/a
|
|
n/a
|
|
BBB+
|
|
Negative
|
|
n/a
|
|
n/a
|
CenterPoint Energy
|
|
VUHI Senior Unsecured Debt
|
|
A3
|
|
Stable
|
|
BBB+
|
|
Negative
|
|
n/a
|
|
n/a
|
CenterPoint Energy
|
|
Indiana Gas Senior Unsecured Debt
|
|
n/a
|
|
n/a
|
|
BBB+
|
|
Negative
|
|
n/a
|
|
n/a
|
CenterPoint Energy
|
|
SIGECO Senior Secured Debt
|
|
A1
|
|
Stable
|
|
A
|
|
Negative
|
|
n/a
|
|
n/a
|
Houston Electric
|
|
Houston Electric Senior Secured Debt
|
|
A2
|
|
Stable
|
|
A
|
|
Negative
|
|
A
|
|
Negative
|
CERC
|
|
CERC Corp. Senior Unsecured Debt
|
|
Baa1
|
|
Positive
|
|
BBB+
|
|
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 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.
|
•
|
reductions in the cash distributions we receive from Enable;
|
•
|
cash collateral requirements that could exist in connection with certain contracts, including weather hedging arrangements, and natural gas purchases, natural gas price and natural gas storage activities of CenterPoint Energy’s and CERC’s Natural Gas Distribution reportable segment;
|
•
|
acceleration of payment dates on certain gas supply contracts, under certain circumstances, as a result of increased natural gas prices and concentration of natural gas suppliers (CenterPoint Energy and CERC);
|
•
|
increased costs related to the acquisition of natural gas (CenterPoint Energy and CERC);
|
•
|
increases in interest expense in connection with debt refinancings and borrowings under credit facilities or term loans;
|
•
|
various legislative or regulatory actions;
|
•
|
incremental collateral, if any, that may be required due to regulation of derivatives (CenterPoint Energy and CERC);
|
•
|
the ability of REPs, including REP affiliates of NRG and Vistra Energy Corp., formerly known as TCEH Corp., to satisfy their obligations to CenterPoint Energy and Houston Electric, including the negative impact on such ability related to COVID-19;
|
•
|
slower customer payments and increased write-offs of receivables due to higher natural gas prices, changing economic conditions or COVID-19 (CenterPoint Energy and CERC);
|
•
|
the satisfaction of any obligations pursuant to guarantees;
|
•
|
the outcome of litigation;
|
•
|
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 the Registrants’ combined 2019 Form 10-K and in Item 1A of Part II of this Form 10-Q.
|
Item 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Item 4.
|
CONTROLS AND PROCEDURES
|
Item 1.
|
LEGAL PROCEEDINGS
|
Item 1A.
|
RISK FACTORS
|
Item 6.
|
EXHIBITS
|
Exhibit
Number
|
|
Description
|
|
Report or Registration
Statement
|
|
SEC File or
Registration
Number
|
|
Exhibit
Reference
|
|
CenterPoint Energy
|
|
Houston Electric
|
|
CERC
|
2.1*
|
|
|
CenterPoint Energy’s Form 8-K dated April 21, 2018
|
|
1-31447
|
|
2.1
|
|
x
|
|
|
|
|
|
2.2*
|
|
|
CenterPoint Energy’s Form 8-K dated February 3, 2020
|
|
1-31447
|
|
|
|
x
|
|
|
|
|
|
2.3*
|
|
|
CenterPoint Energy’s Form 8-K dated February 24, 2020
|
|
1-31447
|
|
|
|
x
|
|
|
|
x
|
|
3.1
|
|
|
CenterPoint Energy’s Form 8-K dated July 24, 2008
|
|
1-31447
|
|
3.2
|
|
x
|
|
|
|
|
|
3.2
|
|
|
Houston Electric’s Form 10-Q for the quarter ended June 30, 2011
|
|
1-3187
|
|
3.1
|
|
|
|
x
|
|
|
|
3.3
|
|
|
|
CERC Form 10-K for the year ended December 31, 1997
|
|
1-13265
|
|
3(a)(1)
|
|
|
|
|
|
x
|
3.4
|
|
|
CERC Form 10-K for the year ended December 31, 1997
|
|
1-13265
|
|
3(a)(2)
|
|
|
|
|
|
x
|
|
3.5
|
|
|
CERC Form 10-K for the year ended December 31, 1998
|
|
1-13265
|
|
3(a)(3)
|
|
|
|
|
|
x
|
|
3.6
|
|
|
CERC Form 10-Q for the quarter ended June 30, 2003
|
|
1-13265
|
|
3(a)(4)
|
|
|
|
|
|
x
|
|
3.7
|
|
|
CenterPoint Energy’s Form 8-K dated February 21, 2017
|
|
1-31447
|
|
3.1
|
|
x
|
|
|
|
|
|
3.8
|
|
|
Houston Electric’s Form 10-Q for the quarter ended June 30, 2011
|
|
1-3187
|
|
3.2
|
|
|
|
x
|
|
|
|
3.9
|
|
|
CERC Form 10-K for the year ended December 31, 1997
|
|
1-13265
|
|
3(b)
|
|
|
|
|
|
x
|
|
3.10
|
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2011
|
|
1-31447
|
|
3(c)
|
|
x
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Report or Registration
Statement
|
|
SEC File or
Registration
Number
|
|
Exhibit
Reference
|
|
CenterPoint Energy
|
|
Houston Electric
|
|
CERC
|
3.11
|
|
|
CenterPoint Energy’s Form 8-K dated August 22, 2018
|
|
1-31447
|
|
3.1
|
|
x
|
|
|
|
|
|
3.12
|
|
|
CenterPoint Energy’s Form 8-K dated September 25, 2018
|
|
1-31447
|
|
3.1
|
|
x
|
|
|
|
|
|
4.1
|
|
|
CenterPoint Energy’s Registration Statement on Form S-4
|
|
3-69502
|
|
4.1
|
|
x
|
|
|
|
|
|
4.2
|
|
|
CenterPoint Energy’s Form 8-K dated August 22, 2018
|
|
1-31447
|
|
4.1
|
|
x
|
|
|
|
|
|
4.3
|
|
|
CenterPoint Energy’s Form 8-K dated September 25, 2018
|
|
1-31447
|
|
4.1
|
|
x
|
|
|
|
|
|
4.4
|
|
|
CenterPoint Energy’s Form 8-K dated September 25, 2018
|
|
1-31447
|
|
4.2
|
|
x
|
|
|
|
|
|
4.5
|
|
|
CenterPoint Energy’s Form 8-K dated September 25, 2018
|
|
1-31447
|
|
4.3
|
|
x
|
|
|
|
|
|
4.6
|
|
|
CenterPoint Energy’s Form 8-K dated March 3, 2016
|
|
1-31447
|
|
4.1
|
|
x
|
|
|
|
|
|
4.7
|
|
|
CenterPoint Energy’s Form 8-K dated March 3, 2016
|
|
1-31447
|
|
4.2
|
|
x
|
|
x
|
|
|
|
4.8
|
|
|
CenterPoint Energy’s Form 8-K dated March 3, 2016
|
|
1-31447
|
|
4.3
|
|
x
|
|
|
|
x
|
|
4.9
|
|
|
CenterPoint Energy’s Form 8-K dated June 16, 2017
|
|
1-31447
|
|
4.1
|
|
x
|
|
|
|
|
|
4.10
|
|
|
CenterPoint Energy’s Form 8-K dated May 25, 2018
|
|
1-31447
|
|
4.1
|
|
x
|
|
|
|
|
|
4.11
|
|
|
CenterPoint Energy’s Form 8-K dated June 16, 2017
|
|
1-31447
|
|
4.2
|
|
x
|
|
x
|
|
|
|
4.12
|
|
|
CenterPoint Energy’s Form 8-K dated June 16, 2017
|
|
1-31447
|
|
4.3
|
|
x
|
|
|
|
x
|
|
4.13
|
|
|
Vectren’s Form 8-K dated July 17, 2017
|
|
1-15467
|
|
10.1
|
|
x
|
|
|
|
|
|
4.14
|
|
|
Vectren’s Form 8-K dated July 17, 2017
|
|
1-15467
|
|
10.2
|
|
x
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Report or Registration
Statement
|
|
SEC File or
Registration
Number
|
|
Exhibit
Reference
|
|
CenterPoint Energy
|
|
Houston Electric
|
|
CERC
|
4.15
|
|
|
Vectren’s Form 8-K dated July 30, 2018
|
|
1-15467
|
|
10.1
|
|
x
|
|
|
|
|
|
4.16
|
|
|
Vectren’s Form 8-K dated September 18, 2018
|
|
1-15467
|
|
10.1
|
|
x
|
|
|
|
|
|
4.17
|
|
|
CenterPoint Energy’s Form 10-Q for the quarter ended June 30, 2019
|
|
1-31447
|
|
4.17
|
|
x
|
|
|
|
|
|
4.18
|
|
|
CenterPoint Energy’s Form 8-K dated May 15, 2019
|
|
1-31447
|
|
4.1
|
|
x
|
|
|
|
|
|
10.1
|
|
|
CenterPoint Energy’s Form 8-K dated December 9, 2019
|
|
1-31447
|
|
10.1
|
|
x
|
|
|
|
|
|
10.2
|
|
|
CenterPoint Energy’s Form 10-K for the year ended December 31, 2019
|
|
1-31447
|
|
10(n)(2)
|
|
x
|
|
|
|
|
|
10.3
|
|
|
CenterPoint Energy’s Form 8-K dated March 6, 2020
|
|
1-31447
|
|
10.1
|
|
x
|
|
|
|
|
|
10.4
|
|
|
CenterPoint Energy’s Form 8-K dated March 4, 2020
|
|
1-31447
|
|
10.1
|
|
x
|
|
|
|
|
|
10.5
|
|
|
CenterPoint Energy’s Form 8-K/A dated March 30, 2020
|
|
1-31447
|
|
10.1
|
|
x
|
|
|
|
|
|
10.6
|
|
|
CenterPoint Energy’s Form 8-K/A dated March 30, 2020
|
|
1-31447
|
|
10.2
|
|
x
|
|
|
|
|
|
+31.1.1
|
|
|
|
|
|
|
|
|
x
|
|
|
|
|
|
+31.1.2
|
|
|
|
|
|
|
|
|
|
|
x
|
|
|
|
+31.1.3
|
|
|
|
|
|
|
|
|
|
|
|
|
x
|
|
+31.2.1
|
|
|
|
|
|
|
|
|
x
|
|
|
|
|
|
+31.2.2
|
|
|
|
|
|
|
|
|
|
|
x
|
|
|
|
+31.2.3
|
|
|
|
|
|
|
|
|
|
|
|
|
x
|
|
+32.1.1
|
|
|
|
|
|
|
|
|
x
|
|
|
|
|
|
+32.1.2
|
|
|
|
|
|
|
|
|
|
|
x
|
|
|
|
+32.1.3
|
|
|
|
|
|
|
|
|
|
|
|
|
x
|
|
+32.2.1
|
|
|
|
|
|
|
|
|
x
|
|
|
|
|
|
+32.2.2
|
|
|
|
|
|
|
|
|
|
|
x
|
|
|
|
+32.2.3
|
|
|
|
|
|
|
|
|
|
|
|
|
x
|
|
+101.INS
|
|
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
|
|
|
|
|
|
|
|
x
|
|
x
|
|
x
|
+101.SCH
|
|
Inline XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
x
|
|
x
|
|
x
|
Exhibit
Number
|
|
Description
|
|
Report or Registration
Statement
|
|
SEC File or
Registration
Number
|
|
Exhibit
Reference
|
|
CenterPoint Energy
|
|
Houston Electric
|
|
CERC
|
+101.CAL
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
x
|
|
x
|
|
x
|
+101.DEF
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
x
|
|
x
|
|
x
|
+101.LAB
|
|
Inline XBRL Taxonomy Extension Labels Linkbase Document
|
|
|
|
|
|
|
|
x
|
|
x
|
|
x
|
+101.PRE
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
x
|
|
x
|
|
x
|
+104
|
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
|
|
|
|
|
|
|
|
x
|
|
x
|
|
x
|
*
|
Schedules to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedules will be furnished supplementally to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.
|
|
CENTERPOINT ENERGY, INC.
|
|
CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC
|
|
CENTERPOINT ENERGY RESOURCES CORP.
|
|
|
|
|
By:
|
/s/ Kristie L. Colvin
|
|
Kristie L. Colvin
|
|
Interim Executive Vice President and Chief Financial Officer
|
|
and Chief Accounting 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/ John W. Somerhalder II
|
|
John W. Somerhalder II
|
|
Interim President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of CenterPoint Energy Houston Electric, LLC;
|
(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/ John W. Somerhalder II
|
|
John W. Somerhalder II
|
|
Interim Manager and Chairman (Principal 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/ John W. Somerhalder II
|
John W. Somerhalder II
|
Interim 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/ Kristie L. Colvin
|
|
Kristie L. Colvin
|
|
Interim Executive Vice President and Chief Financial Officer
|
|
and Chief Accounting 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/ Kristie L. Colvin
|
|
Kristie L. Colvin
|
|
Interim Executive Vice President and Chief Financial Officer
|
|
and Chief Accounting 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/ Kristie L. Colvin
|
|
Kristie L. Colvin
|
|
Interim Executive Vice President and Chief Financial Officer
|
|
and Chief Accounting Officer
|
/s/ John W. Somerhalder II
|
|
John W. Somerhalder II
|
|
Interim President and Chief Executive Officer
|
|
May 7, 2020
|
|
/s/ John W. Somerhalder II
|
|
John W. Somerhalder II
|
|
Interim Chairman (Principal Executive Officer)
|
|
May 7, 2020
|
|
/s/ John W. Somerhalder II
|
John W. Somerhalder II
|
Interim President and Chief Executive Officer
|
May 7, 2020
|
/s/ Kristie L. Colvin
|
|
Kristie L. Colvin
|
|
Interim Executive Vice President and Chief Financial Officer
|
|
and Chief Accounting Officer
|
|
May 7, 2020
|
|
/s/ Kristie L. Colvin
|
|
Kristie L. Colvin
|
|
Interim Executive Vice President and Chief Financial Officer
|
|
and Chief Accounting Officer
|
|
May 7, 2020
|
|
/s/ Kristie L. Colvin
|
|
Kristie L. Colvin
|
|
Interim Executive Vice President and Chief Financial Officer
|
|
and Chief Accounting Officer
|
|
May 7, 2020
|
|