Item 16. Form 10-K Summary
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Item 16. Form 10-K Summary
None.
CENTERPOINT ENERGY, INC.
EXHIBITS TO THE ANNUAL REPORT ON FORM 10-K
For Fiscal Year Ended December 31, 2017
INDEX OF EXHIBITS
Exhibits included with this report are designated by a cross (†); all exhibits not so designated are incorporated herein by reference to a prior filing as indicated. Exhibits designated by an asterisk (*) are management contracts or compensatory plans or arrangements required to be filed as exhibits to this Form 10-K by Item 601(b)(10)(iii) of Regulation S-K. CenterPoint Energy has not filed the exhibits and schedules to Exhibit 2. CenterPoint Energy hereby agrees to furnish supplementally a copy of any schedule omitted from Exhibit 2 to the SEC upon request.
The agreements included as exhibits are included only to provide information to investors regarding their terms. The agreements listed below may contain representations, warranties and other provisions that were made, among other things, to provide the parties thereto with specified rights and obligations and to allocate risk among them, and such agreements should not be relied upon as constituting or providing any factual disclosures about us, any other persons, any state of affairs or other matters.
| Exhibit Number | Description | Report or Registration Statement | SEC File or Registration Number | Exhibit Reference | ||||
| 2 | — | Transaction Agreement dated July 21, 2004 among CenterPoint Energy, Utility Holding, LLC, NN Houston Sub, Inc., Texas Genco Holdings, Inc. (Texas Genco), HPC Merger Sub, Inc. and GC Power Acquisition LLC | CenterPoint Energy’s Form 8-K dated July 21, 2004 | 1-31447 | 10.1 | |||
| 3(a) | — | Restated Articles of Incorporation of CenterPoint Energy | CenterPoint Energy’s Form 8-K dated July 24, 2008 | 1-31447 | 3.2 | |||
| 3(b) | — | Third Amended and Restated Bylaws of CenterPoint Energy | CenterPoint Energy’s Form 8-K dated February 21, 2017 | 1-31447 | 3.1 | |||
| 3(c) | — | Statement of Resolutions Deleting Shares Designated Series A Preferred Stock of CenterPoint Energy | CenterPoint Energy’s Form 10-K for the year ended December 31, 2011 | 1-31447 | 3(c) | |||
| 4(a) | — | Form of CenterPoint Energy Stock Certificate | CenterPoint Energy’s Registration Statement on Form S-4 | 333-69502 | 4.1 | |||
| 4(b) | — | Contribution and Registration Agreement dated December 18, 2001 among Reliant Energy, CenterPoint Energy and the Northern Trust Company, trustee under the Reliant Energy, Incorporated Master Retirement Trust | CenterPoint Energy’s Form 10-K for the year ended December 31, 2001 | 1-31447 | 4.3 | |||
| 4(c)(1) | — | Mortgage and Deed of Trust, dated November 1, 1944 between Houston Lighting and Power Company (HL&P) and Chase Bank of Texas, National Association (formerly, South Texas Commercial National Bank of Houston), as Trustee, as amended and supplemented by 20 Supplemental Indentures thereto | HL&P’s Form S-7 filed on August 25, 1977 | 2-59748 | 2(b) | |||
| 4(c)(2) | — | Twenty-First through Fiftieth Supplemental Indentures to Exhibit 4(c)(1) | HL&P’s Form 10-K for the year ended December 31, 1989 | 1-3187 | 4(a)(2) | |||
| 4(c)(3) | — | Fifty-First Supplemental Indenture to Exhibit 4(c)(1) dated as of March 25, 1991 | HL&P’s Form 10-Q for the quarter ended June 30, 1991 | 1-3187 | 4(a) | |||
| 4(c)(4) | — | Fifty-Second through Fifty-Fifth Supplemental Indentures to Exhibit 4(c)(1) each dated as of March 1, 1992 | HL&P’s Form 10-Q for the quarter ended March 31, 1992 | 1-3187 | 4 | |||
| 4(c)(5) | — | Fifty-Sixth and Fifty-Seventh Supplemental Indentures to Exhibit 4(c)(1) each dated as of October 1, 1992 | HL&P’s Form 10-Q for the quarter ended September 30, 1992 | 1-3187 | 4 |
| 4(c)(6) | — | Fifty-Eighth and Fifty-Ninth Supplemental Indentures to Exhibit 4(c)(1) each dated as of March 1, 1993 | HL&P’s Form 10-Q for the quarter ended March 31, 1993 | 1-3187 | 4 | |||
| 4(c)(7) | — | Sixtieth Supplemental Indenture to Exhibit 4(c)(1) dated as of July 1, 1993 | HL&P’s Form 10-Q for the quarter ended June 30, 1993 | 1-3187 | 4 | |||
| 4(c)(8) | — | Sixty-First through Sixty-Third Supplemental Indentures to Exhibit 4(c)(1) each dated as of December 1, 1993 | HL&P’s Form 10-K for the year ended December 31, 1993 | 1-3187 | 4(a)(8) | |||
| 4(c)(9) | — | Sixty-Fourth and Sixty-Fifth Supplemental Indentures to Exhibit 4(c)(1) each dated as of July 1, 1995 | HL&P’s Form 10-K for the year ended December 31, 1995 | 1-3187 | 4(a)(9) | |||
| 4(d)(1) | — | General Mortgage Indenture, dated as of October 10, 2002, between CenterPoint Energy Houston Electric, LLC and JPMorgan Chase Bank, as Trustee | Houston Electric’s Form 10-Q for the quarter ended September 30, 2002 | 1-3187 | 4(j)(1) | |||
| 4(d)(2) | — | Second Supplemental Indenture to Exhibit 4(d)(1), dated as of October 10, 2002 | Houston Electric’s Form 10- Q for the quarter ended September 30, 2002 | 1-3187 | 4(j)(3) | |||
| 4(d)(3) | — | Third Supplemental Indenture to Exhibit 4(d)(1), dated as of October 10, 2002 | Houston Electric’s Form 10-Q for the quarter ended September 30, 2002 | 1-3187 | 4(j)(4) | |||
| 4(d)(4) | — | Officer’s Certificates dated October 10, 2002 setting forth the form, terms and provisions of the First through Eighth Series of General Mortgage Bonds | CenterPoint Energy’s Form 10-K for the year ended December 31, 2003 | 1-31447 | 4(e)(10) | |||
| 4(d)(5) | — | Ninth Supplemental Indenture to Exhibit 4(d)(1), dated as of November 12, 2002 | CenterPoint Energy’s Form 10-K for the year ended December 31, 2002 | 1-31447 | 4(e)(10) | |||
| 4(d)(6) | — | Tenth Supplemental Indenture to Exhibit 4(d)(1), dated as of March 18, 2003 | CenterPoint Energy’s Form 8-K dated March 13, 2003 | 1-31447 | 4.1 | |||
| 4(d)(7) | — | Officer’s Certificate dated March 18, 2003 setting forth the form, terms and provisions of the Tenth Series and Eleventh Series of General Mortgage Bonds | CenterPoint Energy’s Form 8-K dated March 13, 2003 | 1-31447 | 4.2 | |||
| 4(d)(8) | — | Eleventh Supplemental Indenture to Exhibit 4(d)(1), dated as of May 23, 2003 | CenterPoint Energy’s Form 8-K dated May 16, 2003 | 1-31447 | 4.2 | |||
| 4(d)(9) | — | Officer’s Certificate dated May 23, 2003 setting forth the form, terms and provisions of the Twelfth Series of General Mortgage Bonds | CenterPoint Energy’s Form 8-K dated May 16, 2003 | 1-31447 | 4.1 | |||
| 4(d)(10) | — | Twentieth Supplemental Indenture to Exhibit 4(d)(1), dated as of December 9, 2008 | Houston Electric’s Form 8-K dated January 6, 2009 | 1-3187 | 4.2 | |||
| 4(d)(11) | — | Twenty-Second Supplemental Indenture to Exhibit 4(d)(1) dated as of August 10, 2012 | CenterPoint Energy’s Form 10-K for the year ended December 31, 2012 | 1-31447 | 4(e)(33) | |||
| 4(d)(12) | — | Officer’s Certificate, dated August 10, 2012 setting forth the form, terms and provisions of the Twenty-Second Series of General Mortgage Bonds | CenterPoint Energy’s Form 10-K for the year ended December 31, 2012 | 1-31447 | 4(e)(34) | |||
| 4(d)(13) | — | Twenty-Third Supplemental Indenture, dated as of March 17, 2014, to the General Mortgage Indenture, dated as of October 10, 2002, between Houston Electric and the Trustee | CenterPoint Energy’s Form 10-Q for the quarter ended March 31, 2014 | 1-31447 | 4.10 | |||
| 4(d)(14) | — | Officer’s Certificate, dated as of March 17, 2014, setting forth the form, terms and provisions of the Twenty-Third Series of General Mortgage Bonds | CenterPoint Energy’s Form 10-Q for the quarter ended March 31, 2014 | 1-31447 | 4.11 | |||
| 4(d)(15) | — | Twenty-Fourth Supplemental Indenture, dated as of May 18, 2016, to the General Mortgage Indenture, dated as of October 10, 2002, between Houston Electric and the Trustee | CenterPoint Energy’s Form 10-Q for the quarter ended June 30, 2016 | 1-31447 | 4.5 |
Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, CenterPoint Energy has 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 agrees to furnish a copy of any such instrument to the SEC upon request.
| Exhibit Number | Description | Report or Registration Statement | SEC File or Registration Number | Exhibit Reference | ||||
| *10(a) | — | CenterPoint Energy, Inc. 1991 Benefit Restoration Plan, as amended and restated effective as of February 25, 2011 | CenterPoint Energy’s Form 10-Q for the quarter ended March 31, 2011 | 1-31447 | 10.3 | |||
| *10(b)(1) | — | CenterPoint Energy Benefit Restoration Plan, effective as of January 1, 2008 | CenterPoint Energy’s Form 8-K dated December 22, 2008 | 1-31447 | 10.1 | |||
| *10(b)(2) | — | First Amendment to Exhibit 10(b)(1), effective as of February 25, 2011 | CenterPoint Energy’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 | 1-31447 | 10.4 | |||
| *10(c) | — | CenterPoint Energy 1985 Deferred Compensation Plan, as amended and restated effective January 1, 2003 | CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 2003 | 1-31447 | 10.1 | |||
| *10(d)(1) | — | Amended and Restated CenterPoint Energy, Inc. 1991 Savings Restoration Plan, effective as of January 1, 2008 | CenterPoint Energy’s Form 8-K dated December 22, 2008 | 1-31447 | 10.4 | |||
| *10(d)(2) | — | First Amendment to Exhibit 10(d)(1), effective as of February 25, 2011 | CenterPoint Energy’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 | 1-31447 | 10.5 | |||
| *10(e)(1) | — | CenterPoint Energy Savings Restoration Plan, effective as of January 1, 2008 | CenterPoint Energy’s Form 8-K dated December 22, 2008 | 1-31447 | 10.3 |
| *10(e)(2) | — | First Amendment to Exhibit 10(e)(1), effective as of February 25, 2011 | CenterPoint Energy’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 | 1-31447 | 10.6 | |||
| *10(f) | — | CenterPoint Energy Executive Life Insurance Plan, as amended and restated effective June 18, 2003 | CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 2003 | 1-31447 | 10.5 | |||
| 10(g)(1) | — | Stockholder’s Agreement dated as of July 6, 1995 between Houston Industries Incorporated and Time Warner Inc. | Schedule 13-D dated July 6, 1995 | 5-19351 | 2 | |||
| 10(g)(2) | — | Amendment to Exhibit 10(g)(1) dated November 18, 1996 | HI’s Form 10-K for the year ended December 31, 1996 | 1-7629 | 10(x)(4) | |||
| †10(h) | — | Summary of Certain Compensation Arrangements of the Executive Chairman of the Board | ||||||
| 10(i)(1) | — | Master Separation Agreement entered into as of December 31, 2000 between Reliant Energy, Incorporated and Reliant Resources, Inc. | Reliant Energy’s Form 10-Q for the quarter ended March 31, 2001 | 1-3187 | 10.1 | |||
| 10(i)(2) | — | First Amendment to Exhibit 10(i)(1) effective as of February 1, 2003 | CenterPoint Energy’s Form 10-K for the year ended December 31, 2002 | 1-31447 | 10(bb)(5) | |||
| 10(i)(3) | — | Employee Matters Agreement, entered into as of December 31, 2000, between Reliant Energy, Incorporated and Reliant Resources, Inc. | Reliant Energy’s Form 10-Q for the quarter ended March 31, 2001 | 1-3187 | 10.5 | |||
| 10(i)(4) | — | Retail Agreement, entered into as of December 31, 2000, between Reliant Energy, Incorporated and Reliant Resources, Inc. | Reliant Energy’s Form 10-Q for the quarter ended March 31, 2001 | 1-3187 | 10.6 | |||
| 10(i)(5) | — | Tax Allocation Agreement, entered into as of December 31, 2000, between Reliant Energy, Incorporated and Reliant Resources, Inc. | Reliant Energy’s Form 10-Q for the quarter ended March 31, 2001 | 1-3187 | 10.8 | |||
| 10(j)(1) | — | Separation Agreement entered into as of August 31, 2002 between CenterPoint Energy and Texas Genco | CenterPoint Energy’s Form 10-K for the year ended December 31, 2002 | 1-31447 | 10(cc)(1) | |||
| 10(j)(2) | — | Transition Services Agreement, dated as of August 31, 2002, between CenterPoint Energy and Texas Genco | CenterPoint Energy’s Form 10-K for the year ended December 31, 2002 | 1-31447 | 10(cc)(2) | |||
| 10(j)(3) | — | Tax Allocation Agreement, dated as of August 31, 2002, between CenterPoint Energy and Texas Genco | CenterPoint Energy’s Form 10-K for the year ended December 31, 2002 | 1-31447 | 10(cc)(3) | |||
| *10(k)(1) | — | CenterPoint Energy, Inc. Deferred Compensation Plan, as amended and restated effective January 1, 2003 | CenterPoint Energy’s Form 10-Q for the quarter ended June 30, 2003 | 1-31447 | 10.2 | |||
| *10(k)(2) | — | First Amendment to Exhibit 10(k)(1) effective as of January 1, 2008 | CenterPoint Energy’s Form 8-K dated February 20, 2008 | 1-31447 | 10.4 | |||
| *10(l)(1) | — | CenterPoint Energy 2005 Deferred Compensation Plan, effective January 1, 2008 | CenterPoint Energy’s Form 8-K dated February 20, 2008 | 1-31447 | 10.3 | |||
| *10(l)(2) | — | Amended and Restated CenterPoint Energy 2005 Deferred Compensation Plan, effective January 1, 2009 | CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 2008 | 1-31447 | 10.1 | |||
| *10(m)(1) | — | CenterPoint Energy Short Term Incentive Plan, as amended and restated effective January 1, 2003 | CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 2003 | 1-31447 | 10.3 | |||
| *10(m)(3) | — | Second Amendment to Exhibit 10(m)(1) | CenterPoint Energy’s Form 8-K dated December 10, 2009 | 1-31447 | 10.1 | |||
| *10(n)(1) | — | CenterPoint Energy Stock Plan for Outside Directors, as amended and restated effective May 7, 2003 | CenterPoint Energy’s Form 10-K for the year ended December 31, 2003 | 1-31447 | 10(ll) | |||
| *10(n)(2) | — | First Amendment to Exhibit 10(n)(1) | CenterPoint Energy’s Form 10-Q for the quarter ended March 31, 2010 | 1-31447 | 10.2 | |||
| *10(n)(3) | — | Second Amendment to Exhibit 10(n)(1) | CenterPoint Energy’s Registration Statement on Form S-8 | 333-173660 | 4.6 |
| †23.1 | — | Consent of Deloitte & Touche LLP | ||||||
| †23.2 | — | Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm of Enable Midstream Partners, LP | ||||||
| †31.1 | — | Rule 13a-14(a)/15d-14(a) Certification of Scott M. Prochazka | ||||||
| †31.2 | — | Rule 13a-14(a)/15d-14(a) Certification of William D. Rogers | ||||||
| †32.1 | — | Section 1350 Certification of Scott M. Prochazka | ||||||
| †32.2 | — | Section 1350 Certification of William D. Rogers | ||||||
| 99.1 | — | Financial Statements of Enable Midstream Partners, LP as of December 31, 2017 and 2016 and for the years ended December 31, 2017, 2016 and 2015 | Part II, Item 8 of Enable Midstream Partners, LP’s Form 10-K for the year ended December 31, 2017 | 001-36413 | Item 8 | |||
| †101.INS | — | XBRL Instance Document | ||||||
| †101.SCH | — | XBRL Taxonomy Extension Schema Document | ||||||
| †101.CAL | — | XBRL Taxonomy Extension Calculation Linkbase Document | ||||||
| †101.DEF | — | XBRL Taxonomy Extension Definition Linkbase Document | ||||||
| †101.LAB | — | XBRL Taxonomy Extension Labels Linkbase Document | ||||||
| †101.PRE | — | XBRL Taxonomy Extension Presentation Linkbase Document |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on the 22nd day of February, 2018.
| CENTERPOINT ENERGY, INC. | |
| (Registrant) | |
| By: /s/ Scott M. Prochazka | |
| Scott M. Prochazka | |
| President and Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 22, 2018.
| Signature | Title | |
| /s/ SCOTT M. PROCHAZKA | President, Chief Executive Officer and | |
| Scott M. Prochazka | Director (Principal Executive Officer and Director) | |
| /s/ WILLIAM D. ROGERS | Executive Vice President and Chief | |
| William D. Rogers | Financial Officer (Principal Financial Officer) | |
| /s/ KRISTIE L. COLVIN | Senior Vice President and Chief | |
| Kristie L. Colvin | Accounting Officer (Principal Accounting Officer) | |
| /s/ MILTON CARROLL | Executive Chairman of the Board of Directors | |
| Milton Carroll | ||
| /s/ MICHAEL P. JOHNSON | Director | |
| Michael P. Johnson | ||
| /s/ JANIECE M. LONGORIA | Director | |
| Janiece M. Longoria | ||
| /s/ SCOTT J. MCLEAN | Director | |
| Scott J. McLean | ||
| /s/ THEODORE F. POUND | Director | |
| Theodore F. Pound | ||
| /s/ SUSAN O. RHENEY | Director | |
| Susan O. Rheney | ||
| /s/ PHILLIP R. SMITH | Director | |
| Phillip R. Smith | ||
| /s/ JOHN W. SOMERHALDER II | Director | |
| John W. Somerhalder II | ||
| /s/ PETER S. WAREING | Director | |
| Peter S. Wareing | ||
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