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CENTERPOINT ENERGY INC
FORM 10-K
(Annual Report)
Filed 02/26/16 for the Period Ending 12/31/15
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 2016, 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 02/26/16 for the Period Ending 12/31/15 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
    ...File Number 1-31447 _____ CenterPoint Energy, Inc. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporation or organization) 74-0694415 (I.R.S. Employer Identification No.) 1111 Louisiana Houston, Texas 77002 (713) 207-1111 (Address and zip code...

  • Page 3
    ... Issuer Purchases of Equity Securities Selected Financial Data Management's Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures About Market Risk Financial Statements and Supplementary Data Changes in and Disagreements with Accountants on...

  • Page 4
    ... REGARDING FORWARD-LOOKING INFORMATION From time to time we make statements concerning our expectations, beliefs, plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements that are not historical facts. These statements are...

  • Page 5
    ...2014 or 2015. From time to time, we consider the acquisition or the disposition of assets or businesses. Our principal executive offices are located at 1111 Louisiana, Houston, Texas 77002 (telephone number: 713-207-1111). We make available free of charge on our Internet website our annual report on...

  • Page 6
    ...and maintenance of distribution facilities, metering services, outage response services and call center operations. CenterPoint Houston provides distribution services under tariffs approved by the Texas Utility Commission. Texas Utility Commission rules and market protocols govern the...

  • Page 7
    ... Energy Future Holdings, respectively. CenterPoint Houston does not have long-term contracts with any of its customers. It operates using a continuous billing cycle, with meter readings being conducted and invoices being distributed to REPs each business day. Advanced Metering...

  • Page 8
    ..., commercial, industrial 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...

  • Page 9
    ...Canada Energy Marketing (18.4% of supply volumes), Tenaska Marketing Ventures (14.5%), Sequent Energy Management (9.0%), ConocoPhillips Company (7.0%), Kinder Morgan Tejas Pipeline/Kinder Morgan Texas Pipeline (6.3%), Twin Eagle Resource Management (3.4%), CenterPoint Energy Services...

  • Page 10
    ...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. CES...

  • Page 11
    ... operates over 200 miles of intrastate pipeline in Louisiana and Texas. In addition, CES leases transportation capacity on various interstate and intrastate pipelines and storage to service its shippers and end users. Competition CES competes with regional and national wholesale and retail...

  • Page 12
    ... customers. Enable's natural gas gathering and processing assets are located in Oklahoma,Texas, Arkansas, Louisiana and Mississippi and serve natural gas production in the Anadarko, Arkoma and Ark-La-Tex basins. Enable also owns a crude oil gathering business located in North Dakota...

  • Page 13
    ... that system to conduct its electric delivery business and for other purposes that the franchises permit. The terms of the franchises, with various expiration dates, typically range from 20 to 40 years. CenterPoint Houston's distribution rates charged to REPs for residential customers are primarily...

  • Page 14
    ... the energy is being transmitted. All distribution companies in ERCOT pay CenterPoint Houston the same rates and other charges for transmission services. For a discussion of certain of CenterPoint Houston's ongoing regulatory proceedings, see "Management's Discussion and Analysis of Financial...

  • Page 15
    ... affect certain aspects of Enable's business and the market for its products and services. Interstate Natural Gas Pipeline Regulation Enable's interstate pipeline systems - Enable Gas Transmission, LLC (EGT), Enable-Mississippi River Transmission, LLC (MRT) and SESH - are subject...

  • Page 16
    ... may also order a pipeline to change its rates, and may require a common carrier to pay shippers reparations for damages sustained for a period up to two years prior to the filing of a complaint. For some time now, the FERC has been issuing regulatory assurances that necessarily balance the anti...

  • Page 17
    ... to time to, among other activities construct or acquire new facilities and equipment; acquire permits for facility operations; modify, upgrade or replace existing and proposed equipment; and clean or decommission waste disposal areas, fuel storage and management facilities and other locations...

  • Page 18
    ... 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 is not directly exposed...

  • Page 19
    ... release of petroleum or other pollutants from our pipelines or facilities could result in fines or penalties as well as significant remedial obligations. Hazardous Waste Our operations generate wastes, including some hazardous wastes, that are subject to the federal Resource...

  • Page 20
    ... sets forth the number of our employees by business segment as of December 31, 2015 : Number Represented by Collective Bargaining Groups Business Segment Number Electric Transmission & Distribution Natural Gas Distribution Energy Services Other Operations Total 2,665...

  • Page 21
    ... Vice President and Chief Financial Officer Executive Vice President and President, Electric Division Executive Vice President and President, Gas Division Senior Vice President, General Counsel and Corporate Secretary Senior Vice President and Chief Human Resources Officer Milton Carroll...

  • Page 22
    ... has served as Senior Vice President and Chief Human Resources Officer of CenterPoint Energy since February 2014. Prior to joining CenterPoint Energy, Ms. Ortenstone was Senior Vice President and Chief Administrative Officer at Copano Energy from July 2012 to May 2013. Before...

  • Page 23
    ... of retired bonds and 70% of property additions as of December 31, 2015 . However, 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...

  • Page 24
    ... Houston to earn a reasonable return on its invested capital. Disruptions at power generation facilities owned by third parties could interrupt CenterPoint Houston's sales of transmission and distribution services. CenterPoint Houston transmits and distributes to customers of REPs electric...

  • Page 25
    ... REP cannot make 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...

  • Page 26
    ... affecting interstate pipelines, natural gas marketers operating on these pipelines may be able to bypass CERC's facilities and market, sell and/or transport natural gas directly to commercial and industrial customers. Any reduction in the amount of natural gas marketed, sold or transported by CERC...

  • Page 27
    ...processes, fractionates, transports and stores; the relationship among prices for natural gas, NGLs and crude oil; cash calls and settlements of hedging positions; margin requirements on open price risk management assets and liabilities; the level of competition from other midstream energy companies...

  • Page 28
    ... distributions. Enable provides firm transportation and storage services to certain key customers on its system. Its major transportation customers are affiliates of CenterPoint Energy, Laclede, OGE, American Electric Power Company, Inc. and XTO Energy Inc., an affiliate of Exxon Mobil Corporation...

  • Page 29
    ... 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 30
    ... affect Enable's results of operations and its ability to make cash distributions. In addition, the construction of additions to existing gathering and transportation assets may require new rights-of-way prior to construction. Those rights-of-way to connect new natural gas supplies to existing...

  • Page 31
    ... 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. Additionally in February 2014, Enable executed a crude oil gathering agreement to gather...

  • Page 32
    ... facilities interconnected to Enable's gathering, processing or transportation facilities become partially or fully unavailable for any reason, Enable's results of operations and its ability to make cash distributions could be adversely affected. Enable depends upon third-party natural gas pipelines...

  • Page 33
    ... agreements, its rights to participate, exercise operator rights or otherwise influence or benefit from the joint venture may be adversely affected. Certain of Enable's joint venture partners may have substantially greater financial resources than Enable has and Enable may not be able to secure...

  • Page 34
    ... affect its business, financial condition, results of operations and ability to make quarterly distributions. Enable's credit facilities contain customary covenants that, among other things, limit its ability to permit its subsidiaries to incur or guarantee additional debt; incur or permit to exist...

  • Page 35
    ..., could adversely affect Enable's ability to initiate or continue operations at the affected location or facility and on its financial condition, results of operations and cash flows. Additionally, in order to obtain permits and renewals of permits and other approvals in the future...

  • Page 36
    ... 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 agencies also regulate...

  • Page 37
    ... and fines. Also, the scope of the integrity management program and other related pipeline safety programs could be expanded in the future. Such future requirements could adversely affect Enable's financial position, results of operations and its ability to make cash distributions...

  • Page 38
    ...or damage without negative impact on our results of operations, financial condition and cash flows. In common with other companies in its line of business that serve coastal regions, CenterPoint Houston does not have insurance covering its transmission and distribution system, other than substations...

  • Page 39
    ... energy trading and REP businesses transferred to RRI or its subsidiaries in connection with the organization and capitalization of RRI prior to its initial public offering in 2001 and now owned by affiliates of NRG; and Texas electric generating facilities transferred to a subsidiary of Texas Genco...

  • Page 40
    ... technology used (i) to manage operations and other business processes and (ii) to protect sensitive information maintained in the normal course of business. The operation of our electric transmission and distribution system is dependent on not only physical interconnection of our facilities...

  • Page 41
    ... 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 is not directly...

  • Page 42
    .... The operation of our facilities depends on good labor relations with our employees. Several of our businesses have entered into and have in place collective bargaining agreements with different labor unions. There are seven separate bargaining units in CenterPoint Energy...

  • Page 43
    ...None. Item 2. Properties Unresolved Staff Comments Character of Ownership We lease or own our principal properties in fee, including our corporate office space and various real property. Most of our electric lines and gas mains are located, pursuant to easements and other rights, on public roads or...

  • Page 44
    ... of our Electric Transmission & Distribution business segment, please read "Business - Our Business - Electric Transmission & Distribution - Properties" in Item 1 of this report, which information is incorporated herein by reference. Natural Gas Distribution For information regarding the...

  • Page 45
    ... closing prices of the common stock of CenterPoint Energy on the New York Stock Exchange composite tape during the periods indicated, as reported by Bloomberg, and the cash dividends declared in these periods. High Market Price Low Dividend Declared Per Share 23.63 $ 21.31...

  • Page 46
    ... 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. 2015 $ 7,386 (1,633) (692) - $ (692) Year Ended December 31, 2012...

  • Page 47
    ... facilities and own interests in Enable Midstream Partners, LP (Enable) as described below. Our indirect wholly-owned subsidiaries include: • • CenterPoint Energy Houston Electric, LLC (CenterPoint Houston), which engages in the electric transmission and distribution business in the Texas...

  • Page 48
    ... million residential, commercial and industrial customers in Arkansas, Louisiana, Minnesota, Mississippi, Oklahoma and Texas. Energy Services CERC's operations also include non-rate regulated natural gas sales to, and transportation and storage services for, commercial and industrial customers in 23...

  • Page 49
    ... 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 50
    ...of gathering and transmission pipelines, storage and related facilities by the FERC and other federal and state regulatory agencies, including the DOT, has a significant impact on Enable's business. For example, PHMSA has established pipeline integrity management programs that require more...

  • Page 51
    ... annual transmission revenue. Distribution Cost Recovery Factor (DCRF). On April 6, 2015, CenterPoint Houston filed an application with the Texas Utility Commission for a DCRF interim rate adjustment to account for changes in certain distribution-invested capital since its 2010 rate...

  • Page 52
    .... On January 29, 2016, CenterPoint Energy Services (CES), our indirect, wholly-owned subsidiary, announced an agreement to acquire the retail commercial and industrial businesses of Continuum Energy Services (Continuum), a Tulsa and Houston-based company, for $77.5 million plus...

  • Page 53
    ...to control operation and maintenance costs; actions by credit rating agencies; the sufficiency of our insurance coverage, including availability, cost, coverage and terms; the investment performance of our pension and postretirement benefit plans; commercial bank and financial market conditions, our...

  • Page 54
    ... battery storage or the emergence or growth of new, developing or alternative sources of generation; the timing and outcome of any audits, disputes and other proceedings related to taxes; the effective tax rates; the effect of changes in and application of accounting standards and...

  • Page 55
    ... market prices. Operating Income (Loss) by Business Segment 2015 Year Ended December 31, 607 $ 273 42 - - 11 2014 (in millions) 595 $ 287 52 - - 1 935 $ 2013 Electric Transmission & Distribution Natural Gas Distribution Energy Services Interstate Pipelines...

  • Page 56
    ...: Electric transmission and distribution operations Transition and system restoration bond companies (1) Total segment operating income Throughput (in gigawatt-hours (GWh)): Residential Total Number of metered customers at end of period: Residential Total (1) Represents the amount necessary to pay...

  • Page 57
    ... • lower right-of-way revenues of $7 million. 2014 Compared to 2013 . Our Electric Transmission & Distribution business segment reported operating income of $595 million for 2014 , consisting of $477 million from the TDU and $118 million related to Bond Companies. For 2013 , operating income...

  • Page 58
    ... expense related to energy efficiency programs of $4 million and decreased expense related to higher gross receipt taxes of $10 million were offset by a corresponding decrease in the related revenues. 2014 Compared to 2013 . Our Natural Gas Distribution business segment reported operating income...

  • Page 59
    ...9,700 and 8,800 natural gas customers as of December 31, 2014 and 2013, respectively, that are under residential and small commercial choice programs invoiced by their host utility. 2015 Compared to 2014 . Our Energy Services business segment reported operating income of $42 million...

  • Page 60
    ... Supply Header, LLC (SESH), a jointly-owned pipeline. Beginning May 1, 2013, equity earnings related to our interest in SESH and Enable are reported as components of equity income in our Midstream Investments segment. Field Services Substantially all of our Field Services business segment was...

  • Page 61
    ... 32 (18) 2015 Compared to 2014 . Our Other Operations business segment reported operating income of $11 million for 2015 compared to $1 million for 2014 . The increase in operating income of $10 million is primarily related to decreased administrative and benefits costs ($8 million...

  • Page 62
    ... cash provided by operating activities increased $468 million in 2015 compared to 2014 primarily due to decreased net tax payments ( $237 million ), increased cash related to a decrease in gas storage inventory ($113 million), increased cash provided by net accounts receivable/payable ( $85...

  • Page 63
    ...or planned projects for 2016 through 2020 : 2015 934 $ 601 5 35 2016 833 $ 485 5 39 2017 (in millions) 2018 735 $ 435 - 28 2019 685 $ 430 1 25 2020 Electric Transmission & Distribution Natural Gas Distribution Energy Services Other Operations...

  • Page 64
    ... under its remaining guarantees for demand charges under certain gas transportation agreements if and to the extent changes in market conditions expose CERC to a risk of loss on those guarantees based on an annual calculation, with any required collateral to be posted each December. The...

  • Page 65
    ... transmission line to increase its rating. Also in April 2014, ERCOT staff determined that CenterPoint Houston would be the designated transmission service provider for the portion of the project between our Zenith substation and the Gibbons Creek substation owned by the Texas Municipal Power Agency...

  • Page 66
    ...in annual transmission revenue. Distribution Cost Recovery Factor. On April 6, 2015, CenterPoint Houston filed an application with the Texas Utility Commission for a DCRF interim rate adjustment to account for changes in certain distribution-invested capital since its 2010 rate case. The application...

  • Page 67
    ... Based Rate Change (PBRC). In March 2015, NGD made a PBRC filing for the 2014 calendar year proposing to increase revenues by $0.9 million. On November 4, 2015, the Oklahoma Corporation Commission approved the request. Arkansas Energy Efficiency Cost Recovery (EECR). On March 31, 2015, NGD...

  • Page 68
    ...defined in our credit facility agreement, was 55.1%. The financial covenant limit will temporarily increase from 65% to 70% if CenterPoint Houston experiences damage from a natural disaster in its service territory and we certify to the administrative agent that CenterPoint Houston has incurred...

  • Page 69
    ... of outstanding commercial paper with a weighted average interest rate of 0.81%. In November 2015, we retired $740 million of tax-exempt municipal bonds that had been held for remarketing. Securities Registered with the SEC CenterPoint Energy, CenterPoint Houston and CERC Corp. have filed...

  • Page 70
    ...is decreased due to a credit rating downgrade. CES, a wholly-owned subsidiary of CERC Corp. operating in our Energy Services business segment, provides natural gas sales and services primarily to commercial and industrial customers and electric and gas utilities throughout the...

  • Page 71
    ..., TWC Common and Time Common had been sold on December 31, 2015 , capital gains taxes of approximately $236 million would have been payable in 2015 . Cross Defaults Under our revolving credit facility, a payment default on, or a non-payment default that permits acceleration of, any indebtedness...

  • Page 72
    ... or other rate mechanisms that mitigate the impact of weather on NGD in Arkansas, Louisiana, Mississippi, Minnesota and Oklahoma. NGD and electric operations in Texas do not have such mechanisms, although fixed customer charges are historically higher in Texas for NGD...

  • Page 73
    ... 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 business segment apply this accounting guidance. Certain expenses and revenues...

  • Page 74
    ... discount rate, changes in other key assumptions which require judgment and are forward looking in nature, or if our market capitalization falls below book value for an extended period of time. No impairment triggers were identified subsequent to our 2015 annual test. We determined in connection...

  • Page 75
    ... 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 performed on a systematic basis...

  • Page 76
    ... 31, 2015 , the projected benefit obligation exceeded the market value of plan assets of our pension plans by $514 million. Changes in interest rates or the market values of the securities held by the plan during 2016 could materially, positively or negatively, change our funded status and affect...

  • Page 77
    ... Balance Sheet by increasing the regulatory asset recorded as of December 31, 2015 by $101 million and would result in a charge to comprehensive income in 2015 of $9 million, net of tax. Future changes in plan asset returns, assumed discount rates and various other factors related...

  • Page 78
    ...million (before collateral), all of which is related to our Energy Services business segment. An increase of 10% in the market prices of energy commodities from their December 31, 2015 levels would have decreased the fair value of our non-trading energy derivatives net asset by $6 million. The above...

  • Page 79
    ... Data REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of CenterPoint Energy, Inc. Houston, Texas We have audited the accompanying consolidated balance sheets of CenterPoint Energy, Inc. and subsidiaries (the "Company") as of December 31, 2015...

  • Page 80
    ... Income (Loss) Before Income Taxes Income tax expense (benefit) Net Income (Loss) Basic Earnings (Loss) Per Share Diluted Earnings (Loss) Per Share Weighted Average Shares Outstanding, Basic Weighted Average Shares Outstanding, Diluted See Notes to Consolidated Financial Statements 76 (in...

  • Page 81
    CENTERPOINT ENERGY, INC. AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME 2015 Year Ended December 31, (692) $ 20 - 20 2014 (in millions) 611 $ 2013 Net income (loss) Other comprehensive income: Adjustment to pension and other postretirement plans (...

  • Page 82
    ... CONSOLIDATED BALANCE SHEETS December 31, 2015 264 $ 805 593 279 347 89 172 140 December 31, 2014 (in millions) ASSETS Current Assets: Cash and cash equivalents ($264 and $290 related to VIEs, respectively) Investment in marketable securities Accounts receivable...

  • Page 83
    78

  • Page 84
    ...-term debt Long-term revolving credit facility Cash paid for debt exchange and debt retirement Debt issuance costs Redemption of indexed debt securities Payment of common stock dividends Proceeds from issuance of common stock, net Distribution to ZENS holders Other, net 2015 Year Ended December 31...

  • Page 85
    ... Year Cash and Cash Equivalents at End of Year $ (512) (34) 298 264 $ 77 90 208 298 $ (751) (438) 646 208 See Notes to Consolidated Financial Statements 79

  • Page 86
    CENTERPOINT ENERGY, INC. AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED CASH FLOWS, cont. Supplemental Disclosure of Cash Flow Information: Cash Payments: Interest, net of capitalized interest Income taxes (refunds), net Non-cash transactions: Accounts payable related to capital expenditures ...

  • Page 87
    ... Stock, $0.01 par value; authorized 1,000,000,000 shares Balance, beginning of year Issuances related to benefit and investment plans Balance, end of year Additional Paid-in-Capital Balance, beginning of year Issuances related to benefit and investment plans Balance, end of year Retained Earnings...

  • Page 88
    ... company. CenterPoint Energy's operating subsidiaries own and operate electric transmission and distribution facilities and natural gas distribution facilities and own interests in Enable Midstream Partners, LP (Enable) as described below. As of December 31, 2015 , CenterPoint Energy...

  • Page 89
    ...Revenues CenterPoint Energy records revenue for electricity delivery and natural gas sales and services under the accrual method and these revenues are recognized upon delivery to customers. Electricity deliveries not billed by month-end are accrued based on actual advanced metering system data...

  • Page 90
    ... in the normal course of business. CenterPoint Energy has a Risk Oversight Committee composed of corporate and business segment officers that oversees commodity price, weather and credit risk activities, including CenterPoint Energy's marketing, risk management services and hedging activities. The...

  • Page 91
    ..., beginning after December 15, 2015. CenterPoint Energy does not believe that ASU 2015-02 will have a material impact on its financial position, results of operations, cash flows and disclosures. In April 2015, the FASB issued Accounting Standards Update No. 2015-03, Interest-Imputation of Interest...

  • Page 92
    ...early adoption permitted. CenterPoint Energy does not believe that ASU 2015-11 will have a material impact on its financial position, results of operations, cash flows and disclosures. In November 2015, the FASB issued Accounting Standards Update No. 2015-17, Income Taxes (Topic 740): Balance Sheet...

  • Page 93
    ... structures. CenterPoint Energy also recorded AROs 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 tanks. The...

  • Page 94
    ... by reportable business segment as of both December 31, 2015 and 2014 are as follows: Natural Gas Distribution Energy Services (1) Other Total (1) Amounts presented are net of accumulated goodwill impairment charge of $252 million . CenterPoint Energy performs goodwill impairment tests at...

  • Page 95
    ...to the participants along with the value of dividend equivalents earned over the performance cycle or vesting period. CenterPoint Energy issues new shares in order to satisfy stock-based payments related to LTIPs. CenterPoint Energy recorded LTIP compensation expense of $17 million , $18 million and...

  • Page 96
    ... related to non-vested performance and stock awards which is expected to be recognized over a weighted-average period of 1.6 years. (b) Pension and Postretirement Benefits CenterPoint Energy maintains a non-contributory qualified defined benefit pension plan covering substantially all employees...

  • Page 97
    ... which qualified plan benefits may be calculated. CenterPoint Energy provides certain healthcare and life insurance benefits for retired employees on both a contributory and non-contributory basis. Employees become eligible for these benefits if they have met certain age and service requirements at...

  • Page 98
    ...(loss) Fair value of plan assets, end of year Funded status, end of year Amounts Recognized in Balance Sheets Current liabilities-other Other liabilities-benefit obligations Net liability, end of year Actuarial Assumptions Discount rate Expected return on plan assets Rate of increase in compensation...

  • Page 99
    ... was determined by matching the projected cash flows of CenterPoint Energy's plans against a hypothetical yield curve of highquality corporate bonds represented by a series of annualized individual discount rates from one-half to 99 years. For measurement purposes, medical costs are assumed...

  • Page 100
    ... management of plan assets. As part of the investment strategy discussed above, CenterPoint Energy maintained the following weighted average allocation targets for its benefit plans as of December 31, 2015: Pension Benefits Postretirement Benefits U.S. equity International developed market...

  • Page 101
    ... by level, within the fair value hierarchy (see Note 8), CenterPoint Energy's pension plan assets at fair value as of December 31, 2015 and 2014 : Fair Value Measurements as of December 31, 2015 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level...

  • Page 102
    ...-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, 2015 or...

  • Page 103
    ..., 2015 , 16,942,974 shares of CenterPoint Energy's common stock were held by the savings plan, which represented approximately 17% of its investments. Given the concentration of the investments in CenterPoint Energy's common stock, the savings plan and its participants have market risk related...

  • Page 104
    ... the impact of weather on NGD in Arkansas, Louisiana, Mississippi, Minnesota and Oklahoma. NGD and electric operations in Texas do not have such mechanisms, although fixed customer charges are historically higher in Texas for NGD compared to CenterPoint Energy's other...

  • Page 105
    ...weather. During the years ended December 31, 2015 , 2014 and 2013 , CenterPoint Energy recognized losses of $6 million , $11 million and $22 million , respectively, related to these swaps. Weather hedge gains and losses are included in revenues...Balance Sheets exclude accounts receivable or accounts ...

  • Page 106
    ...on the Consolidated Balance Sheets exclude accounts receivable or accounts payable that, should they exist, could be used as offsets to these balances in the event of a default. For CenterPoint Energy's price stabilization activities of the Natural Gas Distribution business segment, the...

  • Page 107
    ..., CenterPoint Energy determines a synthetic credit rating by performing financial statement analysis and considers contractual rights and restrictions and collateral. (2) End users are comprised primarily of customers who have contracted to fix the price of a portion of their physical gas...

  • Page 108
    ... December 31, 2015 , there were no transfers between Level 1 and 2. CenterPoint Energy also recognizes purchases of Level 3 financial assets and liabilities at their fair market value at the end of the reporting period. The following tables present information about CenterPoint Energy's assets and...

  • Page 109
    ... 30, 2015 and December 31, 2015, respectively, as well as the market outlook for continued depressed crude oil and natural gas prices impacting the midstream oil and gas industry, CenterPoint Energy determined in connection with its preparation of financial statements for...

  • Page 110
    ... include the growth rate applied to the projected cash distributions beyond 2020 and the discount rate used to determine the present value of the estimated future cash flows. CenterPoint Energy based its assumptions on projected financial information that CenterPoint Energy believes is reasonable...

  • Page 111
    ... had accounts receivable from Enable of $3 million and $28 million as of December 31, 2015 and 2014 , respectively, for amounts billed for transition services, including the cost of seconded employees. CenterPoint Energy incurred natural gas expenses, including transportation and storage...

  • Page 112
    ... ended September 30, 2015 and December 31, 2015, respectively, as well as the market outlook for continued depressed crude oil and natural gas prices impacting the midstream oil and gas industry, CenterPoint Energy determined in connection with its preparation of financial statements for the three...

  • Page 113
    ... of CenterPoint Energy's equity method investment in Enable totaling $1,846 million during the year ended December 31, 2015. This impairment is offset by $213 million of earnings for the year ended December 31, 2015. Summarized consolidated balance sheet information for...

  • Page 114
    ... would be exchanged for cash and Charter stock and as a result, reference shares would consist of Charter stock, TW Common and Time Common. The merger is expected to close by June of 2016. CenterPoint Energy pays interest on the ZENS at an annual rate of 2% plus the amount of any quarterly cash...

  • Page 115
    ... to ZENS holders Gain on indexed debt securities Loss on TW Securities Balance as of December 31, 2015 (11) Equity Capital Stock $ $ 268 - - - (6) 193 - 455 - - 86 - 541 - - - (18) (81) - 442 (17) (2) (17) (17) (7) 805 $ CenterPoint Energy has 1,020,000,000 authorized shares...

  • Page 116
    ... the termination date of the facility that backstops the commercial paper is more than one year from the date noted. (a) Short-term Borrowings Inventory Financing . NGD has asset management agreements associated with its utility distribution service in Arkansas, north Louisiana and Oklahoma that...

  • Page 117
    ...proceeds from its commercial paper program. CenterPoint Energy's $1.2 billion revolving credit facility backstops its $1.0 billion commercial paper program. Retirement of Bonds. In November 2015, CenterPoint Energy retired $740 million of tax-exempt municipal bonds that had been held for remarketing...

  • Page 118
    CenterPoint Houston's $300 million revolving credit facility, which is scheduled to terminate on September 9, 2019, can be drawn at LIBOR plus 1.125% based on CenterPoint Houston's current credit ratings. The revolving credit facility contains a financial covenant which limits CenterPoint Houston's ...

  • Page 119
    ... of Enable related to the book-to-tax basis difference for contributed non-tax deductible goodwill and recognized a tax benefit of $29 million associated with the remeasurement of state deferred taxes at formation. In addition, CenterPoint Energy recognized a tax benefit of $8 million...

  • Page 120
    ... the beginning and ending balance of CenterPoint Energy's unrecognized tax benefits (expenses): 2015 December 31, - $ 2014 (in millions) - $ 2013 Balance, beginning of year Tax Positions related to prior years: Reductions Tax Positions related to current year...

  • Page 121
    ... 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 capital obligation and maximize the utilization of the assets. In these AMAs, NGD agreed to release transportation...

  • Page 122
    ...in a number of federal and western state courts in connection with the operation of the natural gas markets in 2000-2002. CenterPoint Energy and its affiliates have since been released or dismissed from all but one such case. CenterPoint Energy Services, Inc. (CES...

  • Page 123
    ... agreement entered into in connection with the closing of the formation of Enable, Enable and CenterPoint Energy have agreed to use commercially reasonable efforts and cooperate with each other to terminate the CenterPoint Midstream Guarantees and to release CenterPoint Energy...

  • Page 124
    ... Information Summarized quarterly financial data is as follows: First Quarter Year Ended December 31, 2015 Second Quarter Third Quarter (2) Fourth Quarter (3) (in millions, except per share amounts) Revenues Operating income Net income (loss) Basic earnings (loss) per share...

  • Page 125
    ... (CenterPoint Houston) is reported in the Electric Transmission & Distribution business segment. Natural Gas Distribution consists of intrastate natural gas sales to, and natural gas transportation and distribution for, residential, commercial, industrial and institutional customers. Energy...

  • Page 126
    ... External Customers Intersegment Revenues Depreciation and Amortization Operating Income (Loss) Total Assets Expenditures for Long-Lived Assets As of and for the year ended December 31, 2015: Electric Transmission & Distribution Natural Gas Distribution Energy Services Midstream...

  • Page 127
    ... Units. On January 29, 2016, CenterPoint Energy Services, an indirect subsidiary of CenterPoint Energy, announced an agreement to acquire the retail commercial and industrial businesses of Continuum Energy Services , a Tulsa and Houston-based company, for $77.5 million plus working...

  • Page 128
    ...recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate...

  • Page 129
    ...INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of CenterPoint Energy, Inc. Houston, Texas We have audited the internal control over financial reporting of CenterPoint Energy, Inc. and subsidiaries (the "Company") as of December 31, 2015 , based on criteria...

  • Page 130
    ..., 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 2016 annual meeting of shareholders pursuant to SEC Regulation 14A...

  • Page 131
    ... to Rule 3-09 of Regulation S-X are included in this filing as Exhibit 99.3. (a)(2) Financial Statement Schedules for the Three Years Ended December 31, 2015 Report of Independent Registered Public Accounting Firm I - Condensed Financial Information of CenterPoint Energy, Inc. (Parent Company) II...

  • Page 132
    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, 2015 and 2014 , and for ...

  • Page 133
    ... ENERGY, INC. SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF CENTERPOINT ENERGY, INC. (PARENT COMPANY) STATEMENTS OF INCOME Expenses: Operation and Maintenance Expenses Total Other Income (Expense): Interest Income from Subsidiaries Other Expense Gain (Loss) on Indexed Debt Securities...

  • Page 134
    CENTERPOINT ENERGY, INC. SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF CENTERPOINT ENERGY, INC. (PARENT COMPANY) STATEMENTS OF COMPREHENSIVE INCOME Net income (loss) Other comprehensive income: Adjustment to pension and other postretirement plans (net of tax of $12, $5 and $25) ...

  • Page 135
    CENTERPOINT ENERGY, INC. SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF CENTERPOINT ENERGY, INC. (PARENT COMPANY) BALANCE SHEETS 2015 December 31, (in millions) 2014 ASSETS Current Assets: Cash and cash equivalents Notes receivable - subsidiaries Accounts receivable - subsidiaries Other ...

  • Page 136
    CENTERPOINT ENERGY, INC. SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF CENTERPOINT ENERGY, INC. (PARENT COMPANY) STATEMENTS OF CASH FLOWS 2015 For the Year Ended December 31, (692) $ 684 2014 (in millions) 611 $ (708) 2013 Operating Activities: Net income (loss...

  • Page 137
    ... 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 Resources Corp., indirect...

  • Page 138
    ...revolving credit facility backstops its $1.0 billion commercial paper program. Retirement of Bonds. In November 2015, CenterPoint Energy retired $740 million of tax-exempt municipal bonds that had been held for remarketing. Credit Facilities. As of December 31, 2015 and 2014 , CenterPoint Energy had...

  • Page 139
    CENTERPOINT ENERGY, INC. SCHEDULE II -VALUATION AND QUALIFYING ACCOUNTS For the Three Years Ended December 31, 2015 Column A Description Column B Balance at Beginning of Period 26 $ 2 28 $ 2 25 $ 2 Charged to Income Column C Additions Charged to Other...

  • Page 140
    ...in the City of Houston, the State of Texas, on the 26th day of February, 2016 By: /s/ Scott M. Prochazka Scott M. Prochazka President and Chief Executive Officer CENTERPOINT ENERGY, INC. (Registrant) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed...

  • Page 141
    ...Report or Registration Statement SEC File or Registration Number Exhibit Reference 2 Transaction Agreement dated July 21, 2004 among CenterPoint Energy's Form 8-K dated July 21, 1-31447 CenterPoint Energy, Utility Holding, LLC, NN Houston Sub, 2004 Inc., Texas Genco Holdings, Inc. (Texas...

  • Page 142
    ...'s Form 10-Q for the Eighth Supplemental Indenture to Exhibit 4(e)(1), dated as of CenterPoint Houston's Form 10-Q for the October 10, 2002 quarter ended September 30, 2002 Officer's Certificates dated October 10, 2002 setting forth the CenterPoint Energy's Form 10-K for the year 1-31447 form...

  • Page 143
    ... dated as CenterPoint Houston's Form 8-K dated of December 9, 2008 January 6, 2009 4.2 4(e)(31) 4(e)(32) Twenty-First Supplemental Indenture to Exhibit 4(e)(1), dated CenterPoint Energy's Form 10-K for the year 1-31447 as of January 9, 2009 ended December 31, 2008 Officer's Certificate dated...

  • Page 144
    ... Mortgage Indenture, dated as of October quarter ended March 31, 2014 10, 2002, between CenterPoint Houston and the Trustee Officer's Certificate, dated as of March 17, 2014, setting forth CenterPoint Energy's Form 10-Q for the quarter ended March 31, 2014 the form, terms and provisions of the...

  • Page 145
    ... 2 to Exhibit 4(g)(1), dated as of May 27, 2003, providing for the issuance of CenterPoint Energy's 5.875% Senior Notes due 2008 and 6.85% Senior Notes due 2015 CenterPoint Energy's Form 10-K for the year ended December 31, 2010 CenterPoint Energy's Form 8-K dated CenterPoint Energy's Form 8-K dated...

  • Page 146
    ... not filed as exhibits to this Form 10-K certain long-term debt instruments, including indentures, under which the total amount of securities authorized does not exceed 10% of the total assets of CenterPoint Energy and its subsidiaries on a consolidated basis. CenterPoint Energy hereby...

  • Page 147
    ... Section 415 Benefit Restoration Plan effective August 1, 1995 First Amendment to Exhibit 10(h)(1) effective as of August 1, 1995 ended March 31, 2011 December 22, 2008 CenterPoint Energy's Form 10-Q for the quarter CenterPoint Energy's Form 8-K dated CenterPoint Energy's Quarterly Report on...

  • Page 148
    ... Life Insurance Plan, as amended CenterPoint Energy's Form 10-Q for the quarter 1-31447 and restated effective June 18, 2003 ended September 30, 2003 Employment and Supplemental Benefits Agreement between HL&P and Hugh Rice Kelly Stockholder's Agreement dated as of July 6, 1995 between Houston...

  • Page 149
    ... of Performance Share Award Agreement for 20XX - 20XX Performance Cycle under Exhibit 10(u)(1) Form of Stock Award Agreement (With Performance Goal) under Exhibit 10(u)(1) Master Separation Agreement entered into as of December 31, 2000 between Reliant Energy, Incorporated and Reliant Resources, Inc...

  • Page 150
    ...Amendment to Exhibit 10(cc)(1) CenterPoint Energy Stock Plan for Outside Directors, as amended and restated effective May 7, 2003 First Amendment to Exhibit 10(dd)(1) Second Amendment to Exhibit 10(dd)(1) Third Amendment to Exhibit 10(dd)(1) City of Houston Franchise Ordinance Letter Agreement dated...

  • Page 151
    ... by and among CenterPoint Energy's Form 8-K dated March CenterPoint Energy, Inc., Enogex LLC, Citigroup Global 14, 2013 Markets Inc., UBS Loan Finance LLC and UBS Securities LLC relating to a $1,400,000,000 5-year unsecured revolving credit facility First Amended and Restated Agreement of Limited...

  • Page 152
    ... Amendment to CenterPoint Energy, Inc. Benefit Plans, CenterPoint Energy's Form 10-K for the year dated May 23, 2013 ended December 31, 2013 Purchase Agreement dated January 28, 2016, by and between Enable Midstream Partners, LP and CenterPoint Energy, Inc. 28, 2016 CenterPoint Energy's Form...

  • Page 153
    †101.PRE - XBRL Taxonomy Extension Presentation Linkbase Document 147

  • Page 154
    ... or book entry notation in the share transfer records of the Company. Any certificates representing such shares shall be signed by the Chief Executive Officer of the Company (the "Chief Executive Officer"), the President of the Company (the "President"), a vice president of...

  • Page 155
    ... or postponement thereof, or entitled to receive a distribution by the Company (other than a distribution involving a purchase or redemption by the Company of any of its own shares) or a share dividend, or in order to make a determination of shareholders for any other proper...

  • Page 156
    ...for conducting such business at the meeting, together with the text of any proposal in connection therewith (including the text of any resolution proposed for consideration), (b) the name and address of the shareholder proposing such business, as they appear on the Company's books and...

  • Page 157
    ... to the rights, if any, of holders of any class or series of capital stock of the Company to call special meetings. Nothing in these Bylaws shall be interpreted or construed to require the inclusion of information about any proposal in any proxy statement distributed by, at the direction of, or...

  • Page 158
    ...or at any time in the future. "Derivative Instrument" means any option, warrant, convertible security, stock appreciation right or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of capital...

  • Page 159
    ...of the Company's principal businesses (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement) and (E) any other information relating to such person that would be required to be disclosed in a proxy statement or other filing...

  • Page 160
    ... a written notice setting forth his then current address, the requirement that notice be given to that person shall be reinstated. Section 5. Voting List . The officer or agent having charge of the share transfer records for shares of the Company shall make, not later than the 11th day before...

  • Page 161
    ... the Company files its definitive proxy statement (regardless of whether or not thereafter revised or supplemented) with the Securities and Exchange Commission, the number of nominees exceeds the number of directors to be elected and (ii) a majority of the votes cast means that the number of shares...

  • Page 162
    ... or fails or refuses to act, the Chairman of the Meeting may, and upon the request of any shareholder or a shareholder's proxy shall, appoint a person to fill such vacancy. The duties of the inspectors shall be to: (i) determine the number of shares outstanding and the voting power of each...

  • Page 163
    ... the shares of capital stock of the Company entitled to vote in the election of directors held by shareholders present in person or represented by proxy at such meeting. Whether or not a quorum is present, the Chairman of the Meeting may adjourn or recess any meeting of shareholders at any time and...

  • Page 164
    ... on (i) the 90th day prior to such annual meeting or (ii) the 10th day following the day on which the Company first makes public announcement of the date of such meeting by (A) a mailing to shareholders, (B) a press release or (C) a filing with the Securities and Exchange Commission (the "Commission...

  • Page 165
    ...he or she held at the time first elected to the Board of Directors and does not secure a comparable employment or position, as determined in the sole judgment of the Board of Directors, within one year thereof. No person who is also an employee of the Company or one of its corporate affiliates shall...

  • Page 166
    ... on (i) the 90th day prior to such annual meeting or (ii) the 10th day following the day on which the Company first makes public announcement of the date of such meeting by (A) a mailing to shareholders, (B) a press release or (C) a filing with the Commission pursuant to Section 13(a) or 14(a) of...

  • Page 167
    ... statement or other filing required to be made in connection with solicitations of proxies for election of directors of the Company in a contested election, or would otherwise be required, in each case pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder...

  • Page 168
    ..., and such update and supplement shall be delivered to, or mailed to and received at, the principal executive offices of the Company not later than five business days after the record date for the meeting (in the case of the update and supplement required to be made as of...

  • Page 169
    ... comply with all applicable laws and stock exchange listing standards and all publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Company and (v) will provide facts, statements and the other information in all...

  • Page 170
    ... may be held at any time upon the call of the Chairman of the Board, the Chief Executive Officer, the President or the Secretary or a majority of the directors then in office. Notice shall be sent by mail, facsimile or electronic transmission to the last known address of the...

  • Page 171
    ... on (i) the 90th day prior to such annual meeting or (ii) the 10th day following the day on which the Company first makes public announcement of the date of such meeting by (A) a mailing to shareholders, (B) a press release or (C) a filing with the Commission pursuant to Section 13(a) or 14(a) of...

  • Page 172
    ... resolution and specify in the respective resolutions appointing them, or as permitted by applicable law, including, without limitation, the power and authority to (a) authorize a distribution, (b) authorize the issuance of shares of the Company and (c) exercise the authority of the...

  • Page 173
    ...any of its officers, directors, managers, members, partners employees, attorneys, accountants, advisors, agents, consultants or other representatives. "Confidential Information" shall mean all non-public information (whether or not material to the Company) entrusted to or...

  • Page 174
    ... or appointment of an officer or agent shall not of itself create contract rights. Section 3. Powers and Duties of Officers . The officers of the Company shall have such powers and duties as generally pertain to their offices as well as such powers and duties as from time to time shall...

  • Page 175
    ...a determination that the objection is without a reasonable basis and/or for the appointment of a Special Legal Counsel selected by the Court. The Company shall pay any and all reasonable fees and expenses of the Special Legal Counsel incurred in connection with any such determination. If a Change in...

  • Page 176
    ... or other fiduciary holding securities under an employee benefit plan of the Company or a corporation or other entity owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, shall have become the...

  • Page 177
    ... officers, partners, venturers, proprietors, employees, administrators, agents or similar functionaries of the Company or of such Affiliates of the Company. "Expenses" shall include any judgment, penalty, settlement, fine, excise or similar tax and all reasonable attorneys' fees...

  • Page 178
    ...to the Indemnitee shall be addressed to the Indemnitee's home address unless he specifies otherwise and shall be personally delivered or delivered by overnight mail or courier delivery. Section 12 Insurance and Self-Insurance Arrangements . The Company may procure or maintain...

  • Page 179
    ... office of the Company shall be located in Houston, Texas, unless and until changed by resolution of the Board of Directors. The Company may also have offices at such other places as the Board of Directors may designate from time to time, or as the business of the Company...

  • Page 180
    ...amended from time to time) or the TBOC and (d) any action asserting a claim against the Company or any director, officer or other employee of the Company governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of...

  • Page 181
    ...annual meeting of shareholders commence a new time period for the giving of a shareholder's notice as described above. Within 30 days (or such shorter time...shareholders of the Company at such meeting of shareholders. The Chairman of the Meeting shall, if the facts warrant, determine...

  • Page 182
    ... Board of Directors (the "Board") of CenterPoint Energy, Inc. (the "Company"): • Mr. Carroll's annual base salary is increased from $600,000 to $625,000 effective as of April 1, 2016 and continuing thereafter until the termination of Mr. Carroll's service as Executive Chairman of the Board or as...

  • Page 183
    ...to the CENTERPOINT ENERGY, INC. 2009 LONG TERM INCENTIVE PLAN (the "Plan"). The number of Target Shares shall be subject to adjustment as provided in Section 14 of the Plan, conditioned upon the Company's achievement of the Performance Goals over the course of the 20XX - 20XX Performance Cycle, and...

  • Page 184
    ... to which the Company has achieved the Performance Goals for the Performance Cycle pursuant to Section 4. by a credit to a bookkeeping account maintained by the Company evidencing the Participant's unfunded and unsecured right to receive shares of Common Stock of the Company, which right shall be...

  • Page 185
    ...Service 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. (ii) Death or Disability . If the Participant's Employment is terminated due to death...

  • Page 186
    ...the number of Vested Shares shall be registered in book-entry form with the Company's transfer agent in the name of the Participant no later than March 15th of the calendar year following the calendar year in which occurs the last day of the Performance Cycle. (b) If the Participant's right to...

  • Page 187
    ..., seek damages, plus interest and reasonable attorneys' fees, and take any other lawful actions to enforce this Award Agreement. receipt of written notice by the Corporate Secretary of CenterPoint Energy, Inc., 1111 Louisiana, Houston, Texas 77002, or to such other address as the Company may...

  • Page 188
    ...determines that each Performance Goal has been met (following the last date of the Performance Cycle) or, if applicable under Section 6 or 7(b), the Change in Control Closing Date or the Participant's Separation from Service, respectively, the benefit payable under this Award Agreement is subject to...

  • Page 189
    ... of benefits under the Company's long-term disability plan and (ii) not eligible for Retirement. "Employment" means employment with the Company or any of its Subsidiaries. "Performance Cycle" means the period beginning on January 1, 20XX and ending on December 31, 20XX. "Performance Goal" means...

  • Page 190
    ... Goals for the Performance Cycle pursuant to Section 4. 3. Establishment of Award Account. The grant of Target Shares pursuant to this Award Agreement shall be implemented by a credit to a bookkeeping account maintained by the Company evidencing the Participant's unfunded and unsecured right...

  • Page 191
    ... 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 192
    ... that elapsed in the Performance Cycle as of the date of his termination of Employment over the total number of days in the Performance Cycle. 7. Distribution of Vested Shares. (a) If the Participant's right to receive shares pursuant to this Award Agreement has vested pursuant to Section...

  • Page 193
    ...Section 5(b)(iii), a number of shares of Common Stock equal to the number of Vested Shares shall be registered in book-entry form with the (c) The Company shall have the right to withhold applicable taxes from any such distribution of Vested Shares or from (d) Upon...

  • Page 194
    ... Family Member partnerships pursuant to Section 13 of the Plan. 12. No Employment Guaranteed. Nothing in this Award Agreement shall give the Participant any rights to (or impose any obligations for) continued Employment by the Company or any Subsidiary or any successor thereto, nor shall...

  • Page 195
    ... 3 hereof for the number of units indicated in the Award Notice assuming continuous Employment by the Participant as of such Vesting Date(s); or in the case of the Participant's death or Separation from Service due to Disability or Retirement prior to the Vesting CENTERPOINT ENERGY, INC. 2009 LONG...

  • Page 196
    ... all shares not previously paid shall be paid at the time of distribution indicated in Section 4(b). disability plan. "Disability" means that the Participant is both eligible for and in receipt of benefits under the Company's long-term "Employment" means employment with the Company or...

  • Page 197
    ...a benefit pursuant to Section 4(a) hereof due to the Participant's Separation from Service due to Disability or Retirement, then the number of shares of Common Stock determined in accordance with Section 4(a) shall be registered in book-entry form with the Company's transfer agent in...

  • Page 198
    ... under this Award Agreement, such shares of Common Stock will be registered in book-entry form with the Company's transfer agent in the Participant's name not later than the 70th day after the applicable Vesting Date. Moreover, upon the date of distribution of shares of Common Stock, the Participant...

  • Page 199
    ... Secretary of CenterPoint Energy, Inc., 1111 Louisiana, Houston, Texas 77002, or to such other address as the Company may furnish to the Participant. Notices to the Participant shall be deemed effectively delivered or given upon personal, electronic, or postal delivery of written notice to the...

  • Page 200
    ...Withholding. The Company shall have the right to withhold applicable taxes from any 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...

  • Page 201
    ... 3 hereof for the number of units indicated in the Award Notice assuming continuous Employment by the Participant as of such Vesting Date(s); or in the case of the Participant's death or Separation from Service due to Disability or Retirement prior to the Vesting CENTERPOINT ENERGY, INC. 2009 LONG...

  • Page 202
    ... all shares not previously paid shall be paid at the time of distribution indicated in Section 4(b). disability plan. "Disability" means that the Participant is both eligible for and in receipt of benefits under the Company's long-term "Employment" means employment with the Company or...

  • Page 203
    ...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 shall vest in the right to receive a number of the shares of Common Stock (rounded up...

  • Page 204
    ...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...

  • Page 205
    ... under this Award Agreement, such shares of Common Stock will be registered in book-entry form with the Company's transfer agent in the Participant's name not later than the 70th day after the applicable Vesting Date. Moreover, upon the date of distribution of shares of Common Stock, the Participant...

  • Page 206
    Secretary of CenterPoint Energy, Inc., 1111 Louisiana, Houston, Texas 77002, or to such other address as the Company may furnish to the Participant. Notices to the Participant shall be deemed effectively delivered or given upon personal, electronic, or postal delivery of written notice to the ...

  • Page 207
    ...of CenterPoint Energy, Inc. (the "Company") effective April 1, 2015. For additional information regarding the compensation of the non-employee directors, please read the definitive proxy statement relating to the Company's 2016 annual meeting of shareholders to be filed...

  • Page 208
    ..."senior executive 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 2016 annual meeting of shareholders to be filed pursuant...

  • Page 209
    Exhibit 12 CENTERPOINT ENERGY, INC. AND SUBSIDIARIES COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES Income (loss) before extraordinary item Equity in (earnings) losses of unconsolidated affiliates, net of distributions Income tax expense (benefit) Capitalized interest Fixed charges, as...

  • Page 210
    ... Energy Resources Corp., a Delaware corporation and an indirect wholly owned subsidiary of CenterPoint Energy, Inc. CenterPoint Energy Houston Electric, LLC, a Texas limited liability company and an indirect wholly owned subsidiary of CenterPoint Energy, Inc. CenterPoint Energy Services...

  • Page 211
    ... 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 CenterPoint Energy, Inc. for the year ended December 31, 2015 . /s/ DELOITTE & TOUCHE LLP Houston...

  • Page 212
    ... 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. for the year ended December 31, 2015. /s/ DELOITTE & TOUCHE LLP Houston, Texas February 26, 2016

  • Page 213
    ... 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...

  • Page 214
    ... 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, 2016 /s/ William D. Rogers William D. Rogers Executive Vice President and Chief Financial Officer

  • Page 215
    ...OF 2002 In connection with the Annual Report of CenterPoint Energy, Inc. (the "Company") on Form 10-K for the year ended December 31, 2015 (the "Report"), as filed with the Securities and Exchange Commission on the date hereof, I, Scott M. Prochazka, Chief Executive Officer, certify, pursuant to...

  • Page 216
    ... OF 2002 In connection with the Annual Report of CenterPoint Energy, Inc. (the "Company") on Form 10-K for the year ended December 31, 2015 (the "Report"), as filed with the Securities and Exchange Commission on the date hereof, I, William D. Rogers, Chief Financial Officer, certify, pursuant to...