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CENTERPOINT ENERGY INC
FORM 10-K
(Annual Report)
Filed 02/26/15 for the Period Ending 12/31/14
Address 1111 LOUISIANA ST
HOUSTON, TX 77002
Telephone 7132073000
CIK 0001130310
Symbol CNP
SIC Code 4911 - Electric Services
Industry Electric Utilities
Sector Utilities
Fiscal Year 12/31
http://www.edgar-online.com
© Copyright 2015, EDGAR Online, Inc. All Rights Reserved.
Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

Table of contents

  • Page 1
    CENTERPOINT ENERGY INC FORM 10-K (Annual Report) Filed 02/26/15 for the Period Ending 12/31/14 Address Telephone CIK Symbol SIC Code Industry Sector Fiscal Year 1111 LOUISIANA ST HOUSTON, TX 77002 7132073000 0001130310 CNP 4911 - Electric Services Electric Utilities Utilities 12/31 http://www....

  • Page 2
    ...Employer Identification No.) 1111 Louisiana Houston, Texas 77002 (713) 207-1111 (Address and zip code of principal executive offices) (Registrant's telephone number, including area code... proxy statement relating to the 2015 Annual Meeting of Shareholders of CenterPoint Energy, which will be filed ...

  • Page 3

  • Page 4
    ... Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions, and Director Independence Principal Accounting Fees and Services PART IV Exhibits and Financial Statement Schedules...

  • Page 5
    ...Item 1A and "Management's Discussion and Analysis of Financial Condition and Results of Operations - Certain Factors Affecting Future Earnings" and " - Liquidity and Capital Resources - Other Matters - Other Factors That Could Affect Cash Requirements" in Item 7 of this report, which discussions are...

  • Page 6
    ... gas and crude oil infrastructure assets. • Our reportable business segments are Electric Transmission & Distribution, Natural Gas Distribution, Energy Services, Midstream Investments and Other Operations. Substantially all of our former Interstate Pipelines business segment and Field Services...

  • Page 7

  • Page 8
    ... the Texas Electric Choice Plan (Texas electric restructuring law). Pursuant to that legislation, integrated electric utilities operating within ERCOT were required to unbundle their integrated operations into separate retail sales, power generation and transmission and distribution companies. The...

  • Page 9
    ...electricity usage, with revenues generally being higher during the warmer months. Properties All of CenterPoint Houston's properties are located in Texas. Its properties consist primarily of high-voltage electric transmission lines and poles, distribution lines, substations, service centers, service...

  • Page 10
    ... and transportation customers in Arkansas, Louisiana, Minnesota, Mississippi, Oklahoma and Texas. The largest metropolitan areas served in each state by NGD are Houston, Texas; Minneapolis, Minnesota; Little Rock, Arkansas; Shreveport, Louisiana; Biloxi, Mississippi; and Lawton, Oklahoma. In 2014...

  • Page 11
    ... peak-day requirements and to manage the daily changes in demand due to changes in weather and may also supplement contracted supplies and storage from time to time with stored liquefied natural gas and propane-air plant production. NGD owns and operates an underground natural gas storage facility...

  • Page 12
    .... These customers are served directly, through interconnects with various interstate and intrastate pipeline companies, and portably, through our mobile energy solutions business. In addition to offering natural gas management services, CES procures and optimizes transportation and storage assets...

  • Page 13
    ...wholesale and retail gas marketers, including the marketing divisions of natural gas producers and utilities. In addition, CES competes with intrastate pipelines for customers and services in its market areas. Midstream Investments On March 14, 2013, we entered into a Master Formation Agreement (MFA...

  • Page 14
    ... owns a crude oil gathering business in the Bakken Shale formation of the Williston Basin that commenced initial operations in November 2013. Enable's natural gas transportation and storage assets extend from western Oklahoma and the Texas Panhandle to Alabama and from Louisiana to Illinois. As of...

  • Page 15
    ... of energy delivered, whereas distribution rates for a majority of commercial and industrial customers are primarily based on peak demand. All REPs in CenterPoint Houston's service area pay the same rates and other charges for transmission and distribution services. This regulated delivery charge...

  • Page 16
    ... in distribution pipelines. Operators of natural gas distribution systems were required to write and implement their integrity management programs by August 2, 2011. Our natural gas distribution systems met this deadline. Pursuant to the 2002 Act and the 2006 Act, PHMSA has adopted a number of rules...

  • Page 17
    ...'s interstate pipeline systems - Enable Gas Transmission, LLC (EGT), Enable-Mississippi River Transmission, LLC (MRT) and SESH - are subject to regulation by FERC under the Natural Gas Act of 1938 (NGA) and are considered natural gas companies. Natural gas companies may not charge rates that have...

  • Page 18
    ... (ICA), the Energy Policy Act of 1992, and the rules and regulations promulgated under those laws. The ICA and FERC regulations require that rates for interstate service pipelines that transport crude oil and refined petroleum products (collectively referred to as "petroleum pipelines") and certain...

  • Page 19
    ...PHMSA has developed regulations that require natural gas pipeline operators to implement integrity management programs, including more frequent inspections and other measures to ensure pipeline safety in high consequence areas (HCAs). Although many of Enable's pipeline facilities fall within a class...

  • Page 20
    ... standards took effect on January 2, 2011. Also, the EPA adopted its "Mandatory Reporting of Greenhouse Gases Rule" that requires the annual calculation and reporting of GHG emissions from natural gas transmission, gathering, processing and distribution systems and electric distribution systems...

  • Page 21
    ...up electrical generators used by our Electric Transmission & Distribution segment, are generally compliant with existing regulations. In addition, on August 16, 2012, the EPA published final rules that establish new air emission control requirements for natural gas and NGL production, processing and...

  • Page 22
    ... damages to natural resources, and for the costs of certain health studies. Liability for Preexisting Conditions Manufactured Gas Plant Sites. CERC and its predecessors operated manufactured gas plants (MGPs) in the past. There are seven MGP sites in CERC's Minnesota service territory. CERC believes...

  • Page 23
    ... of Directors of Enable GP, LLC, the general partner of Enable Midstream Partners, LP, Gridwise Alliance, Edison Electric Institute, American Gas Association and Greater Houston Partnership. Gary L. Whitlock has served as Executive Vice President and Chief Financial Officer of CenterPoint Energy...

  • Page 24
    ... Chase in New York. Dana C. O'Brien has served as Senior Vice President, General Counsel and Corporate Secretary of CenterPoint Energy since May 2014. Before joining CenterPoint Energy, Ms. O'Brien was Chief Legal Officer and Chief Compliance Officer and a member of the executive board at CEVA...

  • Page 25
    ..., CenterPoint Houston has contractually agreed that it will not issue additional first mortgage bonds, subject to certain exceptions. Our current credit ratings are discussed in "Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources...

  • Page 26
    ... defined benefit pension plan covering all employees. Our costs of providing this plan are dependent upon a number of factors including the investment returns on plan assets, the level of interest rates used to calculate the funded status of the plan, our contributions to the plan and government...

  • Page 27
    ... timely payments. Applicable Texas Utility Commission regulations significantly limit the extent to which CenterPoint Houston can apply normal commercial terms or otherwise seek credit protection from firms desiring to provide retail electric service in its service territory, and CenterPoint Houston...

  • Page 28
    ... at any given time. The regulatory process in which rates are determined may not always result in rates that will produce full recovery of CERC's costs and enable CERC to earn a reasonable return on its invested capital. CERC's natural gas distribution and energy services businesses are subject...

  • Page 29
    ... common units and subordinated units. Enable is expected to pay a minimum quarterly distribution of $0.2875 per unit, or $1.15 per unit on an annualized basis, on its outstanding units to the extent it has sufficient cash from operations after establishment of cash reserves and payment of fees and...

  • Page 30
    ... partner is composed of an equal number of directors appointed by OGE and by us, the president and chief executive officer of Enable's general partner and three directors who are independent as defined under the independence standards established by the New York Stock Exchange. Accordingly, we are...

  • Page 31
    ... with wells currently connected to its systems will decline over time. To maintain or increase throughput levels on its gathering and transportation systems and the asset utilization rates at its natural gas processing plants, Enable's customers must continually obtain new natural gas and crude oil...

  • Page 32
    ... areas of operation. The principal elements of competition are rates, terms of service and flexibility and reliability of service. Enable's competitors include large crude oil, natural gas and petrochemical companies that have greater financial resources and access to supplies of natural gas...

  • Page 33
    ... in relation to the price of natural gas. Enable has limited experience in the crude oil gathering business. In November 2013, Enable commenced operations on its initial crude oil gathering pipeline system, located in Dunn and McKenzie Counties in North Dakota within the Bakken Shale formation...

  • Page 34
    ... contracted storage firm capacity was subscribed under such "negotiated rate" contracts. These contracts generally do not include provisions allowing for adjustment for increased costs due to inflation, pipeline safety activities or other factors that are not tied to an applicable tracking mechanism...

  • Page 35
    ... may incur liabilities as a result of an action taken by its joint venture partners; Enable may be required to devote significant management time to the requirements of and matters relating to the joint ventures; Enable's insurance policies may not fully cover loss or damage incurred by both Enable...

  • Page 36
    ... distributions. Enable is subject to extensive federal, state and local environmental statutes, rules and regulations relating to air quality, water quality, waste management, wildlife conservation, natural resources and health and safety that could, among other things, delay or increase its costs...

  • Page 37
    ... may be subject to state and local regulation applicable to intrastate natural and transportation services. The relevant states in which Enable operates include North Dakota, Oklahoma, Arkansas, Louisiana, Texas, Missouri, Kansas, Mississippi, Tennessee and Illinois. The FERC and state regulatory...

  • Page 38
    ... costs and liabilities resulting from pipeline integrity and other similar programs and related repairs. The DOT has adopted regulations requiring pipeline operators to develop integrity management programs for transportation pipelines located in "high consequence areas," which are those areas...

  • Page 39
    ... devote other resources from time to time to construct or acquire new facilities and equipment; acquire permits for facility operations; modify or replace existing and proposed equipment; and clean or decommission waste disposal areas, fuel storage and management facilities and other locations and...

  • Page 40
    ...any of its transmission and distribution properties without negative impact on its results of operations, financial condition and cash flows. Enable's operations are subject to all of the risks and hazards inherent in the gathering, processing, transportation and storage of natural gas and crude oil...

  • Page 41
    ...a separation agreement in which Texas Genco assumed liabilities associated with the electric generation assets Reliant Energy transferred to it. Texas Genco also agreed to indemnify, and cause the applicable transferee subsidiaries to indemnify, us and our subsidiaries, including CenterPoint Houston...

  • Page 42
    ... may rise. Failure to hire and adequately train replacement employees, including the transfer of significant internal historical knowledge and expertise to the new employees, or the future availability and cost of contract labor may adversely affect the ability to manage and operate our business. If...

  • Page 43
    ... that would require installation of new control technologies or a modification of its operations or would have the effect of reducing the consumption of natural gas. Our electric transmission and distribution business, in contrast to some electric utilities, does not generate electricity and thus...

  • Page 44
    ... and reliable methods of energy delivery. Our future success will depend, in part, on our ability to anticipate and adapt to technological changes in a cost-effective manner and to offer, on a timely basis, reliable services that meet customer demands and evolving industry standards. If we fail to...

  • Page 45
    ..." in Item 1 of this report, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Regulatory Matters" in Item 7 of this report and Note 14(d) to our consolidated financial statements, which information is incorporated herein by...

  • Page 46
    ...common stock of CenterPoint Energy on the New York Stock Exchange composite tape during the periods indicated, as reported by Bloomberg, and the ...operations and financial condition, our future business prospects, any applicable contractual restrictions and other factors that our board of directors...

  • Page 47
    ...data with respect to our consolidated financial condition and consolidated results of operations and should be read in conjunction with our consolidated financial statements and the related notes in Item 8 of this report. Year Ended December 31, 2014 2013 2012 2011 (3) 2010 (in millions, except per...

  • Page 48
    41

  • Page 49
    ... electric transmission and distribution services are subject to rate regulation and are reported in the Electric Transmission & Distribution business segment, as are impacts of generation-related stranded costs and other true-up balances recoverable by the regulated electric utility. Our natural gas...

  • Page 50
    ... who set our electric and gas distribution rates. Our Energy Services business segment contracts with customers for transportation, storage and sales of natural gas on an unregulated basis. Its operations serve customers in the central United States. The segment benefits from favorable price...

  • Page 51
    ...the production rate of oil and gas wells declines over time. Oil and gas producers' willingness to engage in new drilling is determined by a number of factors, the most important of which are the prevailing and projected prices of natural gas, NGLs and crude oil, the cost to drill and operate a well...

  • Page 52
    ... of natural gas over the long term will continue to drive demand for Enable's natural gas gathering, processing, transportation and storage services. Enable depends on access to the capital markets to fund expansion capital expenditures. Historically, unit prices of publicly traded midstream master...

  • Page 53
    ..., among others, energy deregulation or re-regulation, pipeline integrity and safety, health care reform, financial reform, tax legislation and actions regarding the rates charged by our regulated businesses; local, state and federal legislative and regulatory actions or developments relating to the...

  • Page 54
    ...credit rating agencies; effectiveness of our risk management activities; inability of various counterparties to meet their obligations to us; non-payment for our services due to financial distress of our customers; the ability of GenOn Energy, Inc. (formerly known as RRI Energy, Inc., Reliant Energy...

  • Page 55
    ..., 2014. The effective tax rate of 60.2% for 2013 is primarily attributable to a net $196 million charge to deferred tax expense due to the formation of Enable. For more information, see Note 13 to our consolidated financial statements. 2013 Compared to 2012 Net Income. We reported net income of $311...

  • Page 56
    ... Income (Loss) by Business Segment Year Ended December 31, 2014 2013 2012 Electric Transmission & Distribution Natural Gas Distribution Energy Services Interstate Pipelines Field Services Other Operations Total Consolidated Operating Income $ $ 595 287 52 - - 1 935 $ $ 607 $ 263 13 72 73 (18...

  • Page 57
    ... of almost 55,000 new customers, higher equity return ($23 million), primarily related to true-up proceeds and higher energy efficiency performance bonus ($15 million), partially offset by increased labor and support services costs ($21 million), increased contracts and services ($19 million), lower...

  • Page 58
    ...). Increased expense related to energy efficiency programs ($8 million) and increased expense related to higher gross receipt taxes ($4 million) were offset by a corresponding increase in the related revenues. 2013 Compared to 2012. Our Natural Gas Distribution business segment reported operating...

  • Page 59
    ... 8,800 and 12,700 natural gas customers as of December 31, 2014, 2013 and 2012, respectively, that are under residential and small commercial choice programs invoiced by their host utility. 2014 Compared to 2013. Our Energy Services business segment reported operating income of $52 million compared...

  • Page 60
    ... of our Interstate Pipelines business segment for 2013 and 2012 (in millions, except throughput data): Year Ended December 31, 2013 (1) 2012 Revenues Expenses: Natural gas Operation and maintenance Depreciation and amortization Taxes other than income taxes Total expenses Operating Income Equity in...

  • Page 61
    ... data of our Field Services business segment for 2013 and 2012 (in millions, except throughput data): Year Ended December 31, 2013 (1) 2012 Revenues Expenses: Natural gas Operation and maintenance Depreciation and amortization Taxes other than income taxes Total expenses Operating Income Equity in...

  • Page 62
    ... by operating activities decreased $216 million in 2014 compared to 2013 primarily due to increased net tax payments ( $157 million ), decreased cash provided by fuel cost recovery ( $149 million ), increased net margin deposits ( $95 million ), decreased cash related to gas storage inventory ($69...

  • Page 63
    ... estimates of our capital expenditures for currently identified or planned projects for 2015 through 2019 (in millions): 2014 2015 2016 2017 2018 2019 Electric Transmission & Distribution Natural Gas Distribution Energy Services Other Operations Total $ $ 818 525 3 56 1,402 $ $ 913 559 10 40...

  • Page 64
    ...our non-qualified pension and postretirement benefits plans in 2015. (5) For a discussion of other commodity commitments, please read Note 14(a) to our consolidated financial statements. (6) This table does not include estimated future payments for expected future asset retirement obligations. These...

  • Page 65
    ... appealed similar orders by the Texas Utility Commission providing for the partial disallowance of performance bonuses totaling approximately $5.5 million relating to CenterPoint Houston's 2009, 2010 and 2011 (only through August 2011) energy efficiency programs. These subsequent cases were abated...

  • Page 66
    ... spring of 2015. Once filed, the Texas Utility Commission will have 180 days to rule on the application. Transmission Cost of Service (TCOS). On March 26, 2014, CenterPoint Houston filed an application with the Texas Utility Commission for an interim update of its TCOS seeking an increase in annual...

  • Page 67
    ... rates increasing annual revenues from the Texas Coast service territory by approximately $3.5 million and a COSA mechanism. The approved rates were contested by a coalition of nine cities and certain state agencies in an appeal to the Travis County District Court. In 2010, the district court ruled...

  • Page 68
    ... the prior year's North Louisiana RSP filings. The Louisiana Public Service Commission has yet to take action on either request. Minneapolis Franchise. In 2014, NGD provided natural gas distribution services to approximately 124,000 customers in Minneapolis, Minnesota under a franchise that was due...

  • Page 69
    ... Investors Service, Inc. (Moody's), Standard & Poor's Ratings Services (S&P), a division of The McGraw-Hill Companies, and Fitch, Inc. (Fitch) had assigned the following credit ratings to senior debt of CenterPoint Energy and certain subsidiaries: Moody's Company/Instrument Rating Outlook (1) Rating...

  • Page 70
    ...in credit ratings could increase cash collateral requirements and reduce earnings of our Natural Gas Distribution and Energy Services Business Segments. CERC Corp. and its subsidiaries purchase natural gas from one of their suppliers under supply agreements that contain an aggregate credit threshold...

  • Page 71
    ..., AOL Common and Time Common shares are sold. The ultimate tax liability related to the ZENS notes continues to increase by the amount of the tax benefit realized each year, and there could be a significant cash outflow when the taxes are paid as a result of the retirement of the ZENS notes. If all...

  • Page 72
    ... and gas storage activities of our Natural Gas Distribution and Energy Services business segments; acceleration of payment dates on certain gas supply contracts, under certain circumstances, as a result of increased gas prices and concentration of natural gas suppliers; increased costs related to...

  • Page 73
    ... costs in rates if the rates established are designed to recover the costs of providing the regulated service and if the competitive environment makes it probable that such rates can be charged and collected. Our Electric Transmission & Distribution business segment and our Natural Gas Distribution...

  • Page 74
    ... to our 2014 annual test. Unbilled Energy Revenues Revenues related to electricity delivery and natural gas sales and services are generally recognized upon delivery to customers. However, the determination of deliveries to individual customers is based on the reading of their meters, which is...

  • Page 75
    ... financial statements, we maintain a non-contributory qualified defined benefit pension plan covering substantially all employees. Employer contributions for the qualified plan are based on actuarial computations that establish the minimum contribution required under the Employee Retirement...

  • Page 76
    that receive one of the two highest ratings given by a recognized rating agency and the expected duration of pension obligations specific to the characteristics of our plan. Pension cost for 2015 , including the benefit restoration plan, is estimated to be $80 million, of which we expect $55 million...

  • Page 77
    ... in market interest rates (please read Note 12 to our consolidated financial statements). However, the fair value of these instruments would increase by approximately $232 million if interest rates were to decline by 10% from their levels at December 31, 2014 . In general, such an increase in fair...

  • Page 78
    ... of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the...

  • Page 79
    CENTERPOINT ENERGY, INC. AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED INCOME Year Ended December 31, 2014 2013 (in millions, except per share amounts) 2012 Revenues Expenses: Natural gas Operation and maintenance Depreciation and amortization Taxes other than income taxes Goodwill impairment Total ...

  • Page 80
    CENTERPOINT ENERGY, INC. AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME Year Ended December 31, 2014 2013 (in millions) 2012 $ Net income Other comprehensive income (loss): Adjustment to pension and other postretirement plans (net of tax of $5, $25 and $2, respectively) ...

  • Page 81
    ...), less bad debt reserve of $26 and $28, respectively Accrued unbilled revenues Inventory Non-trading derivative assets Taxes receivable Prepaid expense and other current assets ($47 and $41 related to VIEs, respectively) Total current assets Property, Plant and Equipment, net Other Assets...

  • Page 82
    Shareholders' Equity Total Liabilities and Shareholders' Equity $ 4,548 23,200 $ 4,329 21,870 See Notes to Consolidated Financial Statements 74

  • Page 83
    ... Write-down of natural gas inventory Equity in earnings of unconsolidated affiliates, net of distributions Pension contributions Changes in other assets and liabilities: Accounts receivable and unbilled revenues, net Inventory Taxes receivable Accounts payable Fuel cost recovery Non-trading...

  • Page 84
    ...provided by (used in) financing activities Net Increase (Decrease) in Cash and Cash Equivalents Cash and Cash Equivalents at Beginning of Year Cash and Cash Equivalents at End of Year $ 6 77 90 208 298 $ 18 (751) (438) 646 208 $ - 169 426 220 646 See Notes to Consolidated Financial Statements 75

  • Page 85
    ...Payments: Interest, net of capitalized interest Income taxes, net Non-cash transactions: Accounts payable related to capital expenditures Formation of Enable Exercise of SESH put to Enable 104 - 196 74 4,252 110 - $ 434 192 $ 475 35 $ 556 46 2012 - - See Notes to Consolidated Financial Statements...

  • Page 86
    CENTERPOINT ENERGY, INC. AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED SHAREHOLDERS' EQUITY 2014 Shares Amount Shares 2013 Amount Shares (in millions of dollars and shares) 2012 Amount Preference Stock, none outstanding Cumulative Preferred Stock, $0.01 par value; authorized 20,000,000 shares, ...

  • Page 87
    ...Electric, LLC (CenterPoint Houston), which engages in the electric transmission and distribution business in the Texas Gulf Coast area that includes the city of Houston; and CenterPoint Energy Resources Corp. (CERC Corp. and, together with its subsidiaries, CERC), which owns and operates natural gas...

  • Page 88
    ... increasing percentages to higher levels based on Enable's cash distributions at the time of the exercise of this reset election. Prior to July 2012, CenterPoint Energy owned a 50% interest in Waskom Gas Processing Company (Waskom), a Texas general partnership, which owns and operates a natural gas...

  • Page 89
    ... Assets and Liabilities CenterPoint Energy applies the guidance for accounting for regulated operations to the Electric Transmission & Distribution business segment and the Natural Gas Distribution business segment. CenterPoint Energy's rate-regulated subsidiaries may collect revenues subject to...

  • Page 90
    ... of corporate and business segment officers that oversees all commodity price, weather and credit risk activities, including CenterPoint Energy's marketing, risk management services and hedging activities. The committee's duties are to establish CenterPoint Energy's commodity risk policies, allocate...

  • Page 91
    ... to have a material impact on its consolidated financial statements. Management believes that other recently issued standards, which are not yet effective, will not have a material impact on CenterPoint Energy's consolidated financial position, results of operations or cash flows upon adoption. 82

  • Page 92
    ... substation building structures. CenterPoint Energy also recorded asset retirement obligations relating to gas pipelines abandoned in place, treated wood poles for electric distribution, distribution transformers containing PCB (also known as Polychlorinated Biphenyl), and underground fuel storage...

  • Page 93

  • Page 94
    ... 31, 2014 and 2013. CenterPoint Energy's annual impairment test in the third quarter of 2012 resulted in a non-cash goodwill impairment charge in the amount of $252 million for the Energy Services reportable segment. The Energy Services reporting unit fair value analysis resulted in an implied fair...

  • Page 95
    ... and non-employee directors. Approximately 14 million shares of CenterPoint Energy common stock are authorized under these plans for awards. Equity awards are granted to employees without cost to the participants. The performance awards granted in 2014 , 2013 and 2012 are distributed based upon...

  • Page 96
    ... a part of inventory or fixed assets in 2014 , 2013 or 2012 . The actual tax benefit realized for tax deductions related to LTIPs totaled $13 million , $13 million and $14 million for 2014 , 2013 and 2012 , respectively. Compensation costs for the performance and stock awards granted under LTIPs are...

  • Page 97
    .... CenterPoint Energy provides certain healthcare and life insurance benefits for retired employees on both a contributory and noncontributory basis. Employees become eligible for these benefits if they have met certain age and service requirements at retirement, as defined in the plans. Under plan...

  • Page 98
    ... net periodic cost relating to pension and postretirement benefits: Year Ended December 31, 2014 Pension Benefits Postretirement Benefits Pension Benefits 2013 Postretirement Benefits Pension Benefits 2012 Postretirement Benefits Discount rate Expected return on plan assets Rate of increase in...

  • Page 99
    ...-benefit obligations Net liability, end of year Actuarial Assumptions Discount rate Expected return on plan assets Rate of increase in compensation levels Healthcare cost trend rate assumed for the next year - Pre-65 Healthcare cost trend rate assumed for the next year - Post-65 Prescription drug...

  • Page 100
    ...CenterPoint Energy's plans against a hypothetical yield curve of high-quality corporate bonds represented by a series of annualized individual discount rates from one-half to 99 years. For measurement purposes, medical costs are assumed to increase 7.25% and 8.50% for the pre-65 and post-65 retirees...

  • Page 101
    ... healthcare cost trend rate would have the following effects: 1% Increase (in millions) 1% Decrease Effect on the postretirement benefit obligation Effect on total of service and interest cost $ 19 1 $ 16 1 In managing the investments associated with the benefit plans, CenterPoint Energy...

  • Page 102
    ... forth by level, within the fair value hierarchy (see Note 8), CenterPoint Energy's pension plan assets at fair value as of December 31, 2014 and 2013 :...Cash Common collective trust funds (1) Corporate bonds: Investment grade or above Equity securities: International companies U.S. companies Cash ...

  • Page 103
    ... both exchange traded and over-the-counter financial instruments such as futures, interest rate options and swaps that were marked to market daily with the gains/losses settled in the cash accounts. The pension plan did not include any holdings of CenterPoint Energy common stock as of December 31...

  • Page 104
    ... Benefits CenterPoint Energy provides postemployment benefits for former or inactive employees, their beneficiaries and covered dependents, after employment but before retirement (primarily healthcare and life insurance benefits for participants in the long-term disability plan). The Company...

  • Page 105
    ... the expired agreements, generally provides, to the extent applicable, in the case of a change in control of CenterPoint Energy and termination of employment, for severance benefits of up to three times annual base salary plus bonus, and other benefits. Our officers, including our Executive Chairman...

  • Page 106
    ... or a net 60 Bcf long position. Of the net long position, basis swaps constitute 127 Bcf. (2) Natural gas contracts are presented on a net basis in the Consolidated Balance Sheets. Natural gas contracts are subject to master netting arrangements. This netting applies to all undisputed amounts due or...

  • Page 107
    ... losses on other derivatives are recognized in the Statements of Consolidated Income as revenue for retail sales derivative contracts and as natural gas expense for financial natural gas derivatives and non-retail related physical natural gas derivatives. Unrealized gains and losses on indexed debt...

  • Page 108
    ... available credit ratings and considers credit support (including parent company guarantees) and collateral (including cash and standby letters of credit). For unrated counterparties, CenterPoint Energy determines a synthetic credit rating by performing financial statement analysis and considers...

  • Page 109
    .... At December 31, 2014 , CenterPoint Energy's Level 3 assets and liabilities are comprised of physical forward contracts and options. Level 3 physical forward contracts are valued using a discounted cash flow model which includes illiquid forward price curve locations (ranging from $1.60 to $4.23...

  • Page 110
    ... master netting arrangements that allow CenterPoint Energy to settle positive and negative positions and also include cash collateral of less than $1 million posted with the same counterparties. (2) The (Level 2) Natural gas derivative assets of $33 million include $1 million related to physical...

  • Page 111
    ... Energy and Enable entered into a Services Agreement, Employee Transition Agreement, Transitional Services Agreement and other agreements (collectively, Transition Agreements) whereby CenterPoint Energy agreed to provide certain support services to Enable such as accounting, legal, risk management...

  • Page 112
    ... for 6,322,457 common units of Enable, which increased CenterPoint Energy's limited partner interest in Enable from approximately 54.7% to approximately 55.4% . No cash payment was required to be made pursuant to the Enable formation agreements in connection with CenterPoint Energy's exercise of the...

  • Page 113
    ... 31, 2012, Waskom became a wholly owned subsidiary of CenterPoint Energy. Beginning on August 1, 2012, Waskom's operating results are consolidated on the Statements of Consolidated Income. On May 1, 2013, CenterPoint Energy contributed Waskom to Enable. Summarized consolidated income information for...

  • Page 114
    ...to assist in the determination of the estimated fair value of certain assets and liabilities contributed by Enogex. Distributions Received from Unconsolidated Affiliates: Year Ended December 31, 2014 2013 (in millions) 2012 Enable (1) SESH (2) Waskom (3) Total (1) On May 1, 2013, CenterPoint Energy...

  • Page 115
    ... 0.125505 share of TWC Common. CenterPoint Energy pays interest on the ZENS at an annual rate of 2% plus the amount of any quarterly cash dividends paid in respect of the reference shares attributable to the ZENS. The principal amount of ZENS is subject to being increased or decreased to the extent...

  • Page 116
    ... table sets forth summarized financial information regarding CenterPoint Energy's investment in TW Securities and each component of CenterPoint Energy's ZENS obligation (in millions). TW Securities Debt Component of ZENS Derivative Component of ZENS Balance at December 31, 2011 Accretion of debt...

  • Page 117
    ... Inventory financing Total short-term borrowings Long-term debt: CenterPoint Energy: ZENS (2) Senior notes 5.95% to 6.85% due 2015 to 2018 Pollution control bonds 4.90% to 5.125% due 2015 to 2028 (3) Commercial paper (4) Other CenterPoint Houston: First mortgage bonds 9.15% due 2021 General mortgage...

  • Page 118
    ... distribution service in Arkansas, north Louisiana and Oklahoma that extend through 2018. Pursuant to the provisions of the agreements, NGD sells natural gas and agrees to repurchase an equivalent amount of natural gas during the winter heating seasons at the same cost, plus a financing charge...

  • Page 119
    its service territory and CenterPoint Energy certifies to the administrative agent that CenterPoint Houston has incurred system restoration costs reasonably likely to exceed $100 million in a consecutive twelve -month period, all or part of which CenterPoint Houston intends to seek to recover ...

  • Page 120
    ...of state deferred taxes at formation. In addition, CenterPoint Energy recognized a tax benefit of $8 million based on the settlement with the Internal Revenue Service (IRS) of outstanding tax claims for the 2002 and 2003 tax years. In 2012, CenterPoint Energy recorded a non-tax deductible impairment...

  • Page 121
    ..., 2014 (in millions) 2013 Deferred tax assets: Current: Allowance for doubtful accounts Deferred gas costs Other Total current deferred tax assets Non-current: Loss and credit carryforwards Employee benefits Other Total non-current deferred tax assets before valuation allowance Valuation allowance...

  • Page 122
    ... 2019 . (b) Asset Management Agreements NGD has asset management agreements (AMAs) associated with its utility distribution service in Arkansas, Louisiana, Mississippi, Oklahoma and Texas. Generally, these AMAs are contracts between NGD and an asset manager that are intended to transfer the working...

  • Page 123
    ... Legal Matters Gas Market Manipulation Cases . CenterPoint Energy, CenterPoint Houston or their predecessor, Reliant Energy, Incorporated (Reliant Energy), and certain of their former subsidiaries have been named as defendants in certain lawsuits described below. Under a master separation agreement...

  • Page 124
    ... has and expects to continue to remediate identified sites consistent with its legal obligations. From time to time CenterPoint Energy has received notices from regulatory authorities or others regarding its status as a PRP in connection with sites found to require remediation due to the presence of...

  • Page 125
    ...release CenterPoint Energy from such guarantees by causing Enable or one of its subsidiaries to enter into substitute guarantees or to assume the CenterPoint Midstream Guarantees as applicable. CERC Corp. has also provided a guarantee of collection of $1.1 billion of Enable's Guaranteed Senior Notes...

  • Page 126
    ... retail customers in differing regulatory environments. CenterPoint Energy uses operating income as the measure of profit or loss for its business segments. CenterPoint Energy's reportable business segments include the following: Electric Transmission & Distribution, Natural Gas Distribution, Energy...

  • Page 127
    ... Eliminations Consolidated As of and for the year ended December 31, 2012: Electric Transmission & Distribution Natural Gas Distribution Energy Services Interstate Pipelines (4) Field Services (5) Other Reconciling Eliminations Consolidated $ $ $ $ 2,845 (1) $ 3,271 3,095 - 15 - 9,226 $ - 30 84...

  • Page 128
    117

  • Page 129
    ... 2012 Electric delivery Retail gas sales Wholesale gas sales Gas transportation and processing Energy products and services Total (18) Subsequent Events $ $ 2,845 5,049 1,159 38 135 9,226 $ $ 2,570 4,150 913 345 128 8,106 $ $ 2,540 3,328 613 847 124 7,452 On January 22, 2015 , CenterPoint...

  • Page 130
    ...executive and principal financial officers and effected by the company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally...

  • Page 131
    ... internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide...

  • Page 132
    ... 10. Directors, Executive Officers and Corporate Governance The information called for by Item 10, to the extent not set forth in "Executive Officers" in Item 1, will be set forth in the definitive proxy statement relating to CenterPoint Energy's 2015 annual meeting of shareholders pursuant to SEC...

  • Page 133
    ... to Rule 3-09 of Regulation S-X are included in this filing as Exhibit 99.5. (a)(2) Financial Statement Schedules for the Three Years Ended December 31, 2014 Report of Independent Registered Public Accounting Firm I - Condensed Financial Information of CenterPoint Energy, Inc. (Parent Company) II...

  • Page 134
    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of CenterPoint Energy, Inc. Houston, Texas We have audited the consolidated financial statements of CenterPoint Energy, Inc. and subsidiaries (the "Company") as of December 31, 2014 and 2013 , and for ...

  • Page 135
    CENTERPOINT ENERGY, INC. SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF CENTERPOINT ENERGY, INC. (PARENT COMPANY) STATEMENTS OF INCOME For the Year Ended December 31, 2014 2013 (in millions) 2012 Expenses: Operation and Maintenance Expenses Total Other Income (Expense): Interest Income from ...

  • Page 136
    ...INC. SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF CENTERPOINT ENERGY, INC. (PARENT COMPANY) STATEMENTS OF COMPREHENSIVE INCOME Year Ended December 31, 2014 2013 (in millions) 2012 $ Net income Other comprehensive income (loss): Adjustment to pension and other postretirement plans (net of tax of...

  • Page 137
    ...Taxes accrued Interest accrued Other Total current liabilities Other Liabilities: Accumulated deferred tax liabilities Benefit...$ See Notes to Condensed Financial Information (Parent Company) and CenterPoint Energy, Inc. and Subsidiaries Notes to Consolidated Financial Statements in Part II, Item 8...

  • Page 138
    .... SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF CENTERPOINT ENERGY, INC. (PARENT COMPANY) STATEMENTS OF CASH FLOWS For the Year Ended December 31, 2014 2013 (in millions) 2012 Operating Activities: Net income Non-cash items included in net income: Equity income of subsidiaries Deferred income tax...

  • Page 139
    ...(CenterPoint Energy) should be read in conjunction with the consolidated financial statements and notes of CenterPoint Energy, Inc. and subsidiaries appearing in the Annual Report on Form 10-K. Credit facilities at CenterPoint Energy Houston Electric, LLC (CenterPoint Houston) and CenterPoint Energy...

  • Page 140
    ...in a consecutive twelve -month period, all or part of which CenterPoint Houston 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...

  • Page 141
    CENTERPOINT ENERGY, INC. SCHEDULE II -VALUATION AND QUALIFYING ACCOUNTS For the Three Years Ended December 31, 2014 Column A Column B Balance at Beginning of Period Column C Additions Charged to Income Charged to Other Accounts (in millions) Column D Deductions From Reserves (1) Column E ...

  • Page 142
    ... Title President, Chief Executive Officer and Director (Principal Executive Officer and Director) /s/ GARY L. WHITLOCK Gary L. Whitlock Executive Vice President and Chief Financial Officer (Principal Financial Officer) /s/ KRISTIE L. COLVIN Kristie L. Colvin Senior Vice President and Chief...

  • Page 143
    131

  • Page 144
    .... SEC File or Registration Number Exhibit Number Description Report or Registration Statement Exhibit Reference 2 3(a) 3(b) 3(c) - Transaction Agreement dated July 21, 2004 among CenterPoint Energy, Utility Holding, LLC, NN Houston Sub, Inc., Texas Genco Holdings, Inc. (Texas Genco), HPC...

  • Page 145
    ... 1, 1995 - General Mortgage Indenture, dated as of October 10, 2002, between CenterPoint Energy Houston Electric, LLC and JPMorgan Chase ... Eighth Series of General Mortgage Bonds - Ninth Supplemental Indenture to Exhibit 4(e)(1), dated as of November 12, 2002 - Officer's Certificate dated November...

  • Page 146
    ...as of January 9, 2009 - Officer's Certificate dated January 20, 2009 setting forth the form, terms and provisions of the Twenty-First Series of General Mortgage Bonds - Twenty-Second Supplemental Indenture to Exhibit 4(e) (1) dated as of August 10, 2012 CenterPoint Energy's Form 8-K dated September...

  • Page 147
    ... 10, 2002, between CenterPoint Houston and the Trustee - Officer's Certificate, dated as of March 17, 2014, setting forth the form, terms and provisions of the TwentyThird Series of General Mortgage Bonds - Indenture, dated as of February 1, 1998, between Reliant Energy Resources Corp. (RERC Corp...

  • Page 148
    ...Supplemental Indenture No. 5 to Exhibit 4(g)(1), dated as of December 13, 2004, as supplemented by Exhibit 4 (g)(5), relating to the issuance of CenterPoint Energy's 2.875% Convertible Senior Notes due 2024 - Supplemental Indenture No. 6 to Exhibit 4(g)(1), dated as of August 23, 2005, providing for...

  • Page 149
    ... Indenture No. 3 dated as of December 28, 2005, between CenterPoint Energy, Reliant Energy and JPMorgan Chase Bank (supplementing Exhibit 4(h)(1)) - $1,200,000,000 Credit Agreement dated as of September 9, 2011, among CenterPoint Energy, as Borrower, and the banks named therein - First Amendment to...

  • Page 150
    ... SEC File or Registration Number Exhibit Reference *10(a) *10(b)(1) *10(b)(2) *10(b)(3) *10(b)(4) *10(b)(5) *10(c)(1) *10(c)(2) *10(c)(3) *10(c)(4) *10(c)(5) *10(c)(6) *10(c)(7) *10(c)(8) *10(c)(9) *10(c)(10) *10(d) *10(e) *10(f) *10(g)(1) *10(g)(2) - CenterPoint Energy Executive Benefits Plan...

  • Page 151
    ...December 31, 2008 year ended December 31, 2008 CenterPoint Energy Executive Life Insurance Plan, as CenterPoint Energy's Form 10-Q for the amended and restated effective June 18, 2003 quarter ended September 30, 2003 Employment and Supplemental Benefits Agreement HI's Form 10-Q for the quarter ended...

  • Page 152
    ..., between Reliant Energy, Incorporated and Reliant Resources, Inc. - Separation Agreement entered into as of August 31, 2002 between CenterPoint Energy and Texas Genco - Transition Services Agreement, dated as of August 31, 2002, between CenterPoint Energy and Texas Genco - Tax Allocation Agreement...

  • Page 153
    ...(dd)(1) - Third Amendment to Exhibit 10(dd)(1) - City of Houston Franchise Ordinance - Letter Agreement dated March 16, 2006 between CenterPoint Energy and John T. Cater - Amended and Restated HL&P Executive Incentive Compensation Plan effective as of January 1, 1985 - First Amendment to Exhibit 10...

  • Page 154
    ... Chairman Restricted Stock Unit Award Agreement (Retention, Service-Based Vesting) under Exhibit 10(ll)(1) - Summary of non-employee director compensation - Summary of named executive officer compensation - Form of Executive Officer Change in Control Agreement - - - CenterPoint Energy's Form 10...

  • Page 155
    ... CenterPoint Energy, OGE, Enogex Holdings LLC and CEFS - Agreement, dated June 26, 2013, by and between CERC Corp. and C. Gregory Harper - Omnibus Amendment to CenterPoint Energy, Inc. Benefit Plans, dated May 23, 2013 - Computation of Ratio of Earnings to Fixed Charges - Subsidiaries of CenterPoint...

  • Page 156
    ... the Board of Directors (the "Board") of CenterPoint Energy, Inc. (the "Company"), effective February 2014: • Mr. Carroll's annual base salary was increased to $600,000 effective as of January 1, 2014 and continuing thereafter until the termination of Mr. Carroll's service as Executive Chairman of...

  • Page 157
    ... (As Amended and Restated Effective May 7, 2003) Third Amendment WHEREAS, CenterPoint Energy, Inc., a Texas corporation, maintains, and shareholders of the Company have approved, the CenterPoint Energy, Inc. Stock Plan for Outside Directors, as amended and restated effective May 7, 2003, and as...

  • Page 158
    ...Section 5.2." 3. Section 5.2 of the Plan is hereby amended to read as follows: "5.2 Annual Awards : As of each Annual Award Date, at the discretion of the Board, each Outside Director then in office may be granted a Stock Award consisting of the right to receive the number of shares of Common Stock...

  • Page 159
    ... 23, 2015 Mr. William D. Rogers 2 Sutton Place South 7-D New York, NY 10022 Dear Bill: I am pleased to extend to you an offer of employment with CenterPoint Energy (the "Company"), as the Executive Vice President of Finance & Accounting reporting to me. Your offer includes the following: Equity...

  • Page 160
    ... in CenterPoint Energy's industry competitive benefits package. Additional information about these plans can be accessed online at www.CenterPointEnergy.com/hr or a summary will be provided upon your request. Vacation: Four (4) weeks of vaGation each calendar year until such time as your service...

  • Page 161
    ...of CenterPoint Energy, the applicable plan document or policy statement will govern administration of the plan or application of the policy in all cases. This letter neither constitutes nor may be construed as an employment contract between the Company and you for any period of time. Employment with...

  • Page 162
    ... (the "Award Agreement"), CENTERPOINT ENERGY, INC. (the "Company") hereby grants this Qualified Performance Award (the "Award") covering the target number of shares of Common Stock (the "Target Shares") as specified in the award notice on this Computershare web site (the "Award Notice"), pursuant to...

  • Page 163
    ...with at least five years of Employment; provided, however , that such Separation from Service is not by the Company for Cause and occurs on or after July 1 of the calendar year in which this Award is granted . For purposes of this Award Agreement, "Cause" means the Participant's (a) gross negligence...

  • Page 164
    ...to this Award Agreement: Forfeiture of Entire Award . If the Participant's Employment is terminated, such that the (i) Participant has a Separation from Service, by the Company or any of its Subsidiaries or by the Participant for any reason other than due to death, Disability or Retirement, then the...

  • Page 165
    ...form with the Company's transfer agent in the name of the Participant (or his or her estate, if applicable) not later than the 70th day after the Participant's Separation from Service date. (c) The Company shall have the right to withhold applicable taxes from any such distribution of Vested Shares...

  • Page 166
    ... of a financial statement, financial, tax and legal advisors, or as required by law) by the Participant or his or her agents, representatives, heirs, children, spouse, employees or spokespersons shall be a breach of this Award Agreement and the Company may elect to revoke the grant made hereunder...

  • Page 167
    .... 15. Compliance with Recoupment Policy. Any amounts payable, paid, or distributed under this Award Agreement are subject to the recoupment policy of the Company as in effect from time to time. 16. Modification of Award Agreement. Any modification of this Award Agreement shall be binding only if...

  • Page 168
    ... CENTERPOINT ENERGY, INC. 2009 LONG TERM INCENTIVE PLAN (the "Plan") at the 2015 annual stockholder meeting of CENTERPOINT ENERGY, INC. (the "Company"), the Company hereby grants to the Participant, an employee of the Company, this Qualified Performance Award (the "Award") covering the target number...

  • Page 169
    ... with at least five years of service; provided, however , that such termination of Employment is not by the Company for Cause and occurs on or after July 1 of the calendar year in which this Award is granted . For purposes of this Award Agreement, "Cause" means the Participant's (a) gross negligence...

  • Page 170
    ... Cause . If the Participant's Employment is terminated by the Company or any of its Subsidiaries without Cause or by the Participant for any reason other than due to death, Disability or Retirement, then the Participant's right to receive shares pursuant to this Award Agreement, if any, shall vest...

  • Page 171
    ... the date of termination by the total number of days in the Performance Cycle. The Participant's right to receive any additional shares pursuant to this Award Agreement shall be forfeited at such time. (iv) Retirement . If the Participant's Employment is terminated due to Retirement, the Participant...

  • Page 172
    ... of a financial statement, financial, tax and legal advisors, or as required by law) by the Participant or his or her agents, representatives, heirs, children, spouse, employees or spokespersons shall be a breach of this Award Agreement and the Company may elect to revoke the grant made hereunder...

  • Page 173
    ... given upon personal, electronic, or postal delivery of written notice to the Participant, the place of Employment of the Participant, the address on record for the Participant at the human resources department of the Company, or such other address as the Participant hereafter designates by written...

  • Page 174
    ...this Restricted Stock Unit Award Agreement (this "RSU Award Agreement"), CENTERPOINT ENERGY, INC. (the "Company") hereby grants to [Name] (the "Participant") effective on the Participant's date of hire by the Company (the "Grant Date"), a restricted stock unit award of [Number] units of Common Stock...

  • Page 175
    ... the applicable anniversary of the Grant Date or other date specified by the Committee in order for the Common Stock to vest; otherwise, all such unvested shares as of the date the Participant's Employment terminates for any reason shall be forfeited as of such termination date. 4. Distribution Upon...

  • Page 176
    ...of a financial statement, financial, tax and legal advisors, or as required by law) by the Participant or his or her agents, representatives, heirs, children, spouse, employees or spokespersons shall be a breach of this RSU Award Agreement and the Company may elect to revoke the grant made hereunder...

  • Page 177
    .... This RSU Award Agreement shall bind and inure to the benefit of and be enforceable by the Participant, the Company and their respective permitted successors and assigns except as expressly prohibited herein and in the Plan. Notwithstanding anything herein or in the Plan to the contrary, the shares...

  • Page 178
    ... 2009 LONG TERM INCENTIVE PLAN FORM OF EXECUTIVE CHAIRMAN RESTRICTED STOCK UNIT AWARD AGREEMENT Pursuant to this Restricted Stock Unit Award Agreement ("Award Agreement"), CENTERPOINT ENERGY, INC. (the "Company") hereby grants to the Executive Chairman, an employee of the Company, on the Award Date...

  • Page 179
    ... Participant's Separation from Service. "Vesting Date" means one or more vesting dates as specified in the Award Notice. 2. Establishment of RSU Award Account. The grant of units of Common Stock of the Company pursuant to this Award Agreement shall be implemented by a credit to a bookkeeping account...

  • Page 180
    ... Notice) of the RSU Award to vest on such Vesting Date; otherwise, all unvested units shall be forfeited as of the Participant's termination of Employment. 4. Effect of Termination of Employment Prior to the Final Vesting Date or Change in Control; Timing of Distribution. (a) Death . Notwithstanding...

  • Page 181
    ... hereof due to the Participant's termination of Employment without Cause (other than for death, Disability or Retirement), then the number of shares of Common Stock determined in accordance with Section 4(c) shall be registered in book-entry form with the Company's transfer agent in the name of the...

  • Page 182
    ... of a financial statement, financial, tax and legal advisors, or as required by law) by the Participant or his or her agents, representatives, heirs, children, spouse, employees or spokespersons shall be a breach of this Award Agreement and the Company may elect to revoke the grant made hereunder...

  • Page 183
    ... human resources department of the Company, or such other address as the Participant hereafter designates by written notice to the Company. 9. Shareholder Rights. The Participant shall have no rights of a shareholder with respect to the units of Common Stock subject to this Award Agreement, unless...

  • Page 184
    ...ll)(8) CENTERPOINT ENERGY, INC. 2009 LONG TERM INCENTIVE PLAN FORM OF EXECUTIVE CHAIRMAN SPECIAL RESTRICTED STOCK UNIT AWARD AGREEMENT Pursuant to this Restricted Stock Unit Award Agreement (this "RSU Award Agreement"), CENTERPOINT ENERGY, INC. (the "Company") hereby grants to the Executive Chairman...

  • Page 185
    ... to withhold applicable taxes from any such distribution of the Common Stock (including, but not limited to, Dividend Equivalents) or from other cash compensation payable to the Participant at the time of such vesting and delivery pursuant to Section 11 of the Plan. (c) The distribution under this...

  • Page 186
    ...of a financial statement, financial, tax and legal advisors, or as required by law) by the Participant or his or her agents, representatives, heirs, children, spouse, employees or spokespersons shall be a breach of this RSU Award Agreement and the Company may elect to revoke the grant made hereunder...

  • Page 187
    ... The distribution of shares and payments under this RSU Award Agreement are not intended to be subject to Section 409A of the Code pursuant to...Award pursuant to Section 14 of the Plan and (ii) no substitutions of the benefits under this RSU Award Agreement, in each case, shall be made in a manner ...

  • Page 188
    ...-employee directors of CenterPoint Energy, Inc. (the "Company") effective April 1, 2014. For additional information regarding the compensation of the non-employee directors, please read the definitive proxy statement relating to the Company's 2015 annual meeting of shareholders to be filed pursuant...

  • Page 189
    ...officers") of CenterPoint Energy, Inc. (the "Company"). For additional information regarding the compensation of the senior executive officers, please read the definitive proxy statement relating to the Company's 2015 annual meeting of shareholders to be filed pursuant to Regulation 14A. Base Salary...

  • Page 190
    ... 12 CENTERPOINT ENERGY, INC. AND SUBSIDIARIES COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES (Millions of Dollars) 2014 (1) 2013 (1) 2012 (1) 2011 (1) 2010 (1) Income before extraordinary item Equity in earnings of unconsolidated affiliates, net of distributions Income taxes Capitalized...

  • Page 191
    ... Investment Management, Inc., a Delaware corporation and an indirect wholly owned subsidiary of CenterPoint Energy, Inc. CenterPoint Energy Resources Corp., a Delaware corporation and an indirect wholly owned subsidiary of CenterPoint Energy, Inc. CenterPoint Energy Houston Electric, LLC, a Texas...

  • Page 192
    ...dated February 26, 2015, relating to the consolidated financial statements and financial statement schedules of CenterPoint Energy, Inc. and subsidiaries (the "Company"), and the effectiveness of the Company's internal control over financial reporting, appearing in this Annual Report on Form 10-K of...

  • Page 193
    ... paragraph relating to the preparation of the combined and consolidated financial statements of Enable Midstream Partners, LP from the historical accounting records maintained by CenterPoint Energy, Inc. and its subsidiaries), appearing in this annual report on Form 10-K of CenterPoint Energy, Inc...

  • Page 194
    ... 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...

  • Page 195
    ... 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. Date: February 26, 2015 /s/ Gary L. Whitlock Gary L. Whitlock Executive Vice...

  • Page 196
    ... OF 2002 In connection with the Annual Report of CenterPoint Energy, Inc. (the "Company") on Form 10-K for the year ended December 31, 2014 (the "Report"), as filed with the Securities and Exchange Commission on the date hereof, I, Scott M. Prochazka, Chief Executive Officer, certify, pursuant to 18...

  • Page 197
    ... OF 2002 In connection with the Annual Report of CenterPoint Energy, Inc. (the "Company") on Form 10-K for the year ended December 31, 2014 (the "Report"), as filed with the Securities and Exchange Commission on the date hereof, I, Gary L. Whitlock, Chief Financial Officer, certify, pursuant to 18...