Cover and table of contents
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Cover and table of contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
| (Mark One) | |
| ☑ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| FOR THE FISCAL YEAR ENDED DECEMBER 31, 2019 | |
| OR | |
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| FOR THE TRANSITION PERIOD FROM TO |
| Registrant, State or Other Jurisdiction of Incorporation or Organization | ||||
| Commission file number | Address of Principal Executive Offices, Zip Code and Telephone Number | I.R.S. Employer Identification No. | ||
| 1-31447 | CenterPoint Energy, Inc. | 74-0694415 | ||
| (a Texas corporation) | ||||
| 1111 Louisiana | ||||
| Houston, | Texas | 77002 | ||
| (713) | 207-1111 | |||
| 1-3187 | CenterPoint Energy Houston Electric, LLC | 22-3865106 | ||
| (a Texas limited liability company) | ||||
| 1111 Louisiana | ||||
| Houston, | Texas | 77002 | ||
| (713) | 207-1111 | |||
| 1-13265 | CenterPoint Energy Resources Corp. | 76-0511406 | ||
| (a Delaware corporation) | ||||
| 1111 Louisiana | ||||
| Houston, | Texas | 77002 | ||
| (713) | 207-1111 | |||
| Securities registered pursuant to Section 12(b) of the Act: | |||
| Registrant | Title of each class | Trading symbol(s) | Name of each exchange on which registered |
| CenterPoint Energy, Inc. | Common Stock, $0.01 par value | CNP | New York Stock Exchange |
| Chicago Stock Exchange | |||
| CenterPoint Energy, Inc. | Depositary shares, each representing a 1/20th interest in a share of 7.00% Series B Mandatory Convertible Preferred Stock, $0.01 par value | CNP/PB | New York Stock Exchange |
| CenterPoint Energy Houston Electric, LLC | 9.15% First Mortgage Bonds due 2021 | n/a | New York Stock Exchange |
| CenterPoint Energy Houston Electric, LLC | 6.95% General Mortgage Bonds due 2033 | n/a | New York Stock Exchange |
| CenterPoint Energy Resources Corp. | 6.625% Senior Notes due 2037 | n/a | New York Stock Exchange |
| Securities registered pursuant to Section 12(g) of the Act: | |||
| None |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
| CenterPoint Energy, Inc. | Yes | þ | No o |
| CenterPoint Energy Houston Electric, LLC | Yes | þ | No o |
| CenterPoint Energy Resources Corp. | Yes | þ | No o |
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
| CenterPoint Energy, Inc. | Yes o | No | þ | |
| CenterPoint Energy Houston Electric, LLC | Yes o | No | þ | |
| CenterPoint Energy Resources Corp. | Yes o | No | þ |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| CenterPoint Energy, Inc. | Yes | þ | No o |
| CenterPoint Energy Houston Electric, LLC | Yes | þ | No o |
| CenterPoint Energy Resources Corp. | Yes | þ | No o |
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
| CenterPoint Energy, Inc. | Yes | þ | No o |
| CenterPoint Energy Houston Electric, LLC | Yes | þ | No o |
| CenterPoint Energy Resources Corp. | Yes | þ | No o |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | Accelerated filer | Non-accelerated filer | Smaller reporting company | Emerging growth company | |
| CenterPoint Energy, Inc. | þ | o | o | ☐ | ☐ |
| CenterPoint Energy Houston Electric, LLC | o | o | þ | ☐ | ☐ |
| CenterPoint Energy Resources Corp. | o | o | þ | ☐ | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| CenterPoint Energy, Inc. | Yes | ☐ | No þ |
| CenterPoint Energy Houston Electric, LLC | Yes | ☐ | No þ |
| CenterPoint Energy Resources Corp. | Yes | ☐ | No þ |
The aggregate market values of the voting stock held by non-affiliates of the Registrants as of June 28, 2019 are as follows:
| CenterPoint Energy, Inc. (using the definition of beneficial ownership contained in Rule 13d-3 promulgated pursuant to Securities Exchange Act of 1934 and excluding shares held by directors and executive officers) | $14,295,717,409 | |
| CenterPoint Energy Houston Electric, LLC | None | |
| CenterPoint Energy Resources Corp. | None |
Indicate the number of shares outstanding of each of the issuers’ classes of common stock as of February 19, 2020:
| CenterPoint Energy, Inc. | 502,243,185 | shares of common stock outstanding, excluding 166 shares held as treasury stock | |
| CenterPoint Energy Houston Electric, LLC | 1,000 | common shares outstanding, all held by Utility Holding, LLC, a wholly-owned subsidiary of CenterPoint Energy, Inc. | |
| CenterPoint Energy Resources Corp. | 1,000 | shares of common stock outstanding, all held by Utility Holding, LLC, a wholly-owned subsidiary of CenterPoint Energy, Inc. |
CenterPoint Energy Houston Electric, LLC and CenterPoint Energy Resources Corp. meet the conditions set forth in general instruction I(1)(a) and (b) of Form 10-K and are therefore filing this Form 10-K with the reduced disclosure format specified in General Instruction I(2) of Form 10-K.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement relating to the 2020 Annual Meeting of Shareholders of CenterPoint Energy, which will be filed with the Securities and Exchange Commission within 120 days of December 31, 2019, are incorporated by reference in Item 10, Item 11, Item 12, Item 13 and Item 14 of Part III of this Form 10-K.
TABLE OF CONTENTS
| PART I | ||||
| Page | ||||
| Item 1. | Business | 1 | ||
| Item 1A. | Risk Factors | 23 | ||
| Item 1B. | Unresolved Staff Comments | 51 | ||
| Item 2. | Properties | 51 | ||
| Item 3. | Legal Proceedings | 52 | ||
| Item 4. | Mine Safety Disclosures | 52 | ||
| PART II | ||||
| Item 5. | Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 52 | ||
| Item 6. | Selected Financial Data | 52 | ||
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 53 | ||
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 99 | ||
| Item 8. | Financial Statements and Supplementary Data | 102 | ||
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 204 | ||
| Item 9A. | Controls and Procedures | 204 | ||
| Item 9B. | Other Information | 207 | ||
| PART III | ||||
| Item 10. | Directors, Executive Officers and Corporate Governance | 207 | ||
| Item 11. | Executive Compensation | 208 | ||
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 208 | ||
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 208 | ||
| Item 14. | Principal Accounting Fees and Services | 208 | ||
| PART IV | ||||
| Item 15. | Exhibits and Financial Statement Schedules | 209 | ||
| Item 16. | Form 10-K Summary | 210 |
i
| GLOSSARY | ||
| ACE | Affordable Clean Energy | |
| ADFIT | Accumulated deferred federal income taxes | |
| ADMS | Advanced Distribution Management System | |
| AEM | Atmos Energy Marketing, LLC, previously a wholly-owned subsidiary of Atmos Energy Holdings, Inc., a wholly-owned subsidiary of Atmos Energy Corporation | |
| AFUDC | Allowance for funds used during construction | |
| AGC | Alcoa Generating Corporation, a subsidiary of Alcoa, Inc. | |
| Athena Energy Services | Athena Energy Services Buyer, LLC, a Delaware limited liability company and subsidiary of Energy Capital Partners, LLC | |
| AMAs | Asset Management Agreements | |
| AMS | Advanced Metering System | |
| APSC | Arkansas Public Service Commission | |
| ARAM | Average rate assumption method | |
| ARO | Asset retirement obligation | |
| ARP | Alternative revenue program | |
| ASC | Accounting Standards Codification | |
| ASU | Accounting Standards Update | |
| AT&T | AT&T Inc. | |
| AT&T Common | AT&T common stock | |
| Bailey to Jones Creek Project | A transmission project in the greater Freeport, Texas area, which includes enhancements to two existing substations and the construction of a new 345 kV double-circuit line to be located in the counties of Brazoria, Matagorda and Wharton | |
| Bcf | Billion cubic feet | |
| Bond Companies | Bankruptcy remote entities wholly-owned by Houston Electric and formed solely for the purpose of purchasing and owning transition or system restoration property through the issuance of Securitization Bonds, consisting of Bond Company II, Bond Company III, Bond Company IV and Restoration Bond Company | |
| Bond Company II | CenterPoint Energy Transition Bond Company II, LLC, a wholly-owned subsidiary of Houston Electric | |
| Bond Company III | CenterPoint Energy Transition Bond Company III, LLC, a wholly-owned subsidiary of Houston Electric | |
| Bond Company IV | CenterPoint Energy Transition Bond Company IV, LLC, a wholly-owned subsidiary of Houston Electric | |
| Brazos Valley Connection | A portion of the Houston region transmission project between Houston Electric’s Zenith substation and the Gibbons Creek substation owned by the Texas Municipal Power Agency | |
| Bridge Facility | A $5 billion 364-day senior unsecured bridge term loan facility | |
| BTA | Best technology available | |
| CCR | Coal Combustion Residuals | |
| CEA | Commodities Exchange Act of 1936 | |
| CECA | Clean Energy Cost Adjustment | |
| CECL | Current expected credit losses | |
| CEIP | CenterPoint Energy Intrastate Pipelines, LLC | |
| CenterPoint Energy | CenterPoint Energy, Inc., and its subsidiaries | |
| CERC Corp. | CenterPoint Energy Resources Corp. | |
| CERC | CERC Corp., together with its subsidiaries | |
| CERCLA | Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended | |
| CES | CenterPoint Energy Services, Inc., a wholly-owned subsidiary of CERC Corp. | |
| CFTC | Commodity Futures Trading Commission | |
| Charter Common | Charter Communications, Inc. common stock | |
| CIP | Conservation Improvement Program | |
| CME | Chicago Mercantile Exchange | |
| CNG | Compressed natural gas |
ii
| GLOSSARY | ||
| CNP Midstream | CenterPoint Energy Midstream, Inc., a wholly-owned subsidiary of CenterPoint Energy | |
| Code | The Internal Revenue Code of 1986, as amended | |
| Common Stock | CenterPoint Energy, Inc. common stock, par value $0.01 per share | |
| Continuum | The retail energy services business of Continuum Retail Energy Services, LLC, including its wholly-owned subsidiary Lakeshore Energy Services, LLC and the natural gas wholesale assets of Continuum Energy Services, LLC | |
| CPP | Clean Power Plan | |
| CSIA | Compliance and System Improvement Adjustment | |
| DCA | Distribution Contractors Association | |
| DCRF | Distribution Cost Recovery Factor | |
| Dodd-Frank Act | Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 | |
| DOT | U.S. Department of Transportation | |
| DRR | Distribution Replacement Rider | |
| DSMA | Demand Side Management Adjustment | |
| Dth | Dekatherms | |
| ECA | Environmental Cost Adjustment | |
| EDIT | Excess deferred income taxes | |
| EECR | Energy Efficiency Cost Recovery | |
| EECRF | Energy Efficiency Cost Recovery Factor | |
| EGT | Enable Gas Transmission, LLC | |
| EIN | Employer Identification Number | |
| ELG | Effluent Limitation Guidelines | |
| Enable | Enable Midstream Partners, LP | |
| Enable GP | Enable GP, LLC, Enable’s general partner | |
| Enable Series A Preferred Units | Enable’s 10% Series A Fixed-to-Floating Non-Cumulative Redeemable Perpetual Preferred Units, representing limited partner interests in Enable | |
| EPA | Environmental Protection Agency | |
| EPAct of 2005 | Energy Policy Act of 2005 | |
| Equity Purchase Agreement | Equity Purchase Agreement, dated as of February 24, 2020, by and between CERC Corp. and Athena Energy Services | |
| ERCOT | Electric Reliability Council of Texas | |
| ERCOT ISO | ERCOT Independent System Operator | |
| ERISA | Employee Retirement Income Security Act of 1974 | |
| ERO | Electric Reliability Organization | |
| ESG | Energy Systems Group, LLC, a wholly-owned subsidiary of Vectren | |
| ESPC | Energy Savings Performance Contracting | |
| FAC | Fuel Adjustment Clause | |
| FERC | Federal Energy Regulatory Commission | |
| FIP | Funding Improvement Plan | |
| Fitch | Fitch Ratings, Inc. | |
| FPA | Federal Power Act | |
| FRP | Formula Rate Plan | |
| Gas Daily | Platts gas daily indices | |
| GenOn | GenOn Energy, Inc. | |
| GHG | Greenhouse gases | |
| GRIP | Gas Reliability Infrastructure Program | |
| GWh | Gigawatt-hours | |
| Hart-Scott-Rodino Act | Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended | |
| Houston Electric | CenterPoint Energy Houston Electric, LLC and its subsidiaries | |
| HVAC | Heating, ventilation and air conditioning |
iii
| GLOSSARY | ||
| IBEW | International Brotherhood of Electrical Workers | |
| ICA | Interstate Commerce Act of 1887 | |
| ICPA | Inter-Company Power Agreement | |
| IDEM | Indiana Department of Environmental Management | |
| IG | Intelligent Grid | |
| Indiana Electric | Operations of SIGECO’s electric transmission and distribution services, and includes its power generating and wholesale power operations | |
| Indiana Gas | Indiana Gas Company, Inc., a wholly-owned subsidiary of Vectren | |
| Infrastructure Services | Provides underground pipeline construction and repair services through Vectren’s wholly-owned subsidiaries Miller Pipeline, LLC and Minnesota Limited, LLC | |
| Internal Spin | CERC’s contribution of its equity investment in Enable to CNP Midstream (detailed in Note 11 to the consolidated financial statements) | |
| IRP | Integrated Resource Plan | |
| IRS | Internal Revenue Service | |
| IURC | Indiana Utility Regulatory Commission | |
| kV | Kilovolt | |
| LIBOR | London Interbank Offered Rate | |
| LNG | Liquefied natural gas | |
| LPSC | Louisiana Public Service Commission | |
| LTIPs | Long-term incentive plans | |
| MATS | Mercury and Air Toxics | |
| MCRA | MISO Cost and Revenue Adjustment | |
| Meredith | Meredith Corporation | |
| Merger | The merger of Merger Sub with and into Vectren on the terms and subject to the conditions set forth in the Merger Agreement, with Vectren continuing as the surviving corporation and as a wholly-owned subsidiary of CenterPoint Energy, Inc., which closed on February 1, 2019 | |
| Merger Agreement | Agreement and Plan of Merger, dated as of April 21, 2018, among CenterPoint Energy, Vectren and Merger Sub | |
| Merger Sub | Pacer Merger Sub, Inc., an Indiana corporation and wholly-owned subsidiary of CenterPoint Energy | |
| MES | Mobile Energy Solutions | |
| MGP | Manufactured gas plant | |
| MISO | Midcontinent Independent System Operator | |
| MLP | Master Limited Partnership | |
| MMBtu | One million British thermal units | |
| MMcf | Million cubic feet | |
| Moody’s | Moody’s Investors Service, Inc. | |
| MP2017 | 2017 pension mortality improvement scale developed annually by the Society of Actuaries | |
| MP2018 | 2018 pension mortality improvement scale developed annually by the Society of Actuaries | |
| MPSC | Mississippi Public Service Commission | |
| MPUC | Minnesota Public Utilities Commission | |
| MRT | Enable-Mississippi River Transmission, LLC | |
| Mva | Megavolt amperes | |
| MW | Megawatt | |
| NECA | National Electrical Contractors Association | |
| NERC | North American Electric Reliability Corporation | |
| NESHAPS | National Emission Standards for Hazardous Air Pollutants | |
| NGA | Natural Gas Act of 1938 | |
| NGD | Natural gas distribution business | |
| NGLs | Natural gas liquids | |
| NGPA | Natural Gas Policy Act of 1978 |
iv
| GLOSSARY | ||
| NGPSA | Natural Gas Pipeline Safety Act of 1968 | |
| NOPR | Notice of Proposed Rulemaking | |
| NRG | NRG Energy, Inc. | |
| NYMEX | New York Mercantile Exchange | |
| NYSE | New York Stock Exchange | |
| OCC | Oklahoma Corporation Commission | |
| OGE | OGE Energy Corp. | |
| OPEIU | Office & Professional Employees International Union | |
| OVEC | Ohio Valley Electric Corporation | |
| PAS | Power Alert Service | |
| PBRC | Performance Based Rate Change | |
| PFD | Proposal for decision | |
| PHMSA | Pipeline and Hazardous Materials Safety Administration | |
| PLCA | Pipeline Contractors Association | |
| PowerTeam Services | PowerTeam Services, LLC, a Delaware limited liability company | |
| PRPs | Potentially responsible parties | |
| PUCO | Public Utilities Commission of Ohio | |
| PUCT | Public Utility Commission of Texas | |
| Railroad Commission | Railroad Commission of Texas | |
| RCRA | Resource Conservation and Recovery Act of 1976 | |
| RCRA Mechanism | Reliability Cost and Revenue Adjustment mechanism | |
| Registrants | CenterPoint Energy, Houston Electric and CERC, collectively | |
| Reliant Energy | Reliant Energy, Incorporated | |
| REP | Retail electric provider | |
| Restoration Bond Company | CenterPoint Energy Restoration Bond Company, LLC, a wholly-owned subsidiary of Houston Electric | |
| Revised Policy Statement | Revised Policy Statement on Treatment of Income Taxes | |
| RICE MACT | Reciprocating Internal Combustion Engines Maximum Achievable Control Technology | |
| ROE | Return on equity | |
| RP | Rehabilitation Plan | |
| RRA | Rate Regulation Adjustment | |
| RRI | Reliant Resources, Inc. | |
| RSP | Rate Stabilization Plan | |
| SEC | Securities and Exchange Commission | |
| SESH | Southeast Supply Header, LLC | |
| Securities Purchase Agreement | Securities Purchase Agreement, dated as of February 3, 2020, by and among VUSI, PowerTeam Services and, solely for purposes of Section 10.17 of the Securities Purchase Agreement, Vectren | |
| Securitization Bonds | Transition and system restoration bonds | |
| Series A Preferred Stock | CenterPoint Energy’s Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share, with a liquidation preference of $1,000 per share | |
| Series B Preferred Stock | CenterPoint Energy’s 7.00% Series B Mandatory Convertible Preferred Stock, par value $0.01 per share, with a liquidation preference of $1,000 per share | |
| SIGECO | Southern Indiana Gas and Electric Company, a wholly-owned subsidiary of Vectren | |
| S&P | S&P Global Ratings | |
| TBD | To be determined | |
| TCEH Corp. | Formerly Texas Competitive Electric Holdings Company LLC, predecessor to Vistra Energy Corp. whose major subsidiaries include Luminant and TXU Energy | |
| TCJA | Tax reform legislation informally called the Tax Cuts and Jobs Act of 2017 | |
| TCOS | Transmission Cost of Service |
v
| GLOSSARY | ||
| TCRF | Transmission Cost Recovery Factor | |
| TDSIC | Transmission, Distribution and Storage System Improvement Charge | |
| TDU | Transmission and distribution utility | |
| Time | Time Inc. | |
| Transition Agreements | Services Agreement, Employee Transition Agreement, Transitional Seconding Agreement and other agreements entered into in connection with the formation of Enable | |
| Texas RE | Texas Reliability Entity | |
| TW | Time Warner Inc. | |
| TW Common | TW common stock | |
| UESC | Utility Energy Services Contract | |
| USW | United Steelworkers Union | |
| Utility Holding | Utility Holding, LLC, a wholly-owned subsidiary of CenterPoint Energy | |
| VaR | Value at Risk | |
| Vectren | Vectren Corporation, a wholly-owned subsidiary of CenterPoint Energy | |
| VEDO | Vectren Energy Delivery of Ohio, Inc., a wholly-owned subsidiary of Vectren | |
| VIE | Variable interest entity | |
| VISCO | Vectren Infrastructure Services Corporation, a wholly-owned subsidiary of Vectren | |
| Vistra Energy Corp. | Texas-based energy company focused on the competitive energy and power generation markets | |
| VUHI | Vectren Utility Holdings, Inc., a wholly-owned subsidiary of Vectren | |
| VUSI | Vectren Utility Services, Inc., a wholly-owned subsidiary of Vectren | |
| WACC | Weighted average cost of capital | |
| ZENS | 2.0% Zero-Premium Exchangeable Subordinated Notes due 2029 | |
| ZENS-Related Securities | As of both December 31, 2019 and 2018, consisted of AT&T Common and Charter Common | |
| 2002 Act | Pipeline Safety Improvement Act of 2002 | |
| 2006 Act | Pipeline Inspection, Protection, Enforcement and Safety Act of 2006 | |
| 2011 Act | Pipeline Safety, Regulatory Certainty, and Job Creation Act of 2011 | |
| 2016 Act | Protecting our Infrastructure of Pipelines and Enhancing Safety Act of 2016 |
vi
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
From time to time the Registrants make statements concerning their expectations, beliefs, plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements that are not historical facts. These statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those expressed or implied by these statements. You can generally identify forward-looking statements by the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “objective,” “plan,” “potential,” “predict,” “projection,” “should,” “target,” “will” or other similar words.
The Registrants have based their forward-looking statements on management’s beliefs and assumptions based on information reasonably available to management at the time the statements are made. The Registrants caution you that assumptions, beliefs, expectations, intentions and projections about future events may and often do vary materially from actual results. Therefore, the Registrants cannot assure you that actual results will not differ materially from those expressed or implied by the Registrants’ forward-looking statements. In this Form 10-K, unless context requires otherwise, the terms “our,” “we” and “us” are used as abbreviated references to CenterPoint Energy, Inc. together with its consolidated subsidiaries, including Houston Electric and CERC.
Some of the factors that could cause actual results to differ from those expressed or implied by the Registrants’ forward-looking statements are described under “Risk Factors” in 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 incorporated herein by reference.
You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement, and the Registrants undertake no obligation to update or revise any forward-looking statements.
vii
PART I