CenterPoint Energy 10-Q 2022-09-30
Filed 2022-11-01. 8 sections, 502K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| (Mark One) | |||||
| ☑ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the quarterly period ended September 30, 2022
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
| FOR THE TRANSITION PERIOD FROM __________________ TO __________________ |
Commission file number 1-31447
CenterPoint Energy, Inc.
(Exact name of registrant as specified in its charter)
| Texas | 74-0694415 | ||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| 1111 Louisiana | Houston | Texas | 77002 | ||||||||
| (Address of Principal Executive Offices) | (Zip Code) |
(713) 207-1111
Registrant's telephone number, including area code
Commission file number 1-3187
CenterPoint Energy Houston Electric, LLC
(Exact name of registrant as specified in its charter)
| Texas | 22-3865106 | ||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| 1111 Louisiana | Houston | Texas | 77002 | ||||||||
| (Address of Principal Executive Offices) | (Zip Code) |
(713) 207-1111
Registrant's telephone number, including area code
Commission file number 1-13265
CenterPoint Energy Resources Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 76-0511406 | ||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| 1111 Louisiana | Houston | Texas | 77002 | ||||||||
| (Address of Principal Executive Offices) | (Zip Code) |
(713) 207-1111
Registrant's telephone number, including area code
| Securities registered pursuant to Section 12(b) of the Act: | |||||||||||
| Registrant | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||
| CenterPoint Energy, Inc. | Common Stock, $0.01 par value | CNP | The New York Stock Exchange | ||||||||
| NYSE Chicago | |||||||||||
| CenterPoint Energy Houston Electric, LLC | 6.95% General Mortgage Bonds due 2033 | n/a | The New York Stock Exchange | ||||||||
| CenterPoint Energy Resources Corp. | 6.625% Senior Notes due 2037 | n/a | The New York Stock Exchange |
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 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 Exchange 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 |
Indicate the number of shares outstanding of each of the issuers’ classes of common stock as of October 24, 2022:
| CenterPoint Energy, Inc. | 629,535,631 | 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 Instructions H(1)(a) and (b) of Form 10-Q and are therefore filing this form with the reduced disclosure format specified in General Instruction H(2) of Form 10-Q.
TABLE OF CONTENTS
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| GLOSSARY | ||||||||
| ACE | Affordable Clean Energy | |||||||
| AFSI | Adjusted financial statement income | |||||||
| AFUDC | Allowance for funds used during construction | |||||||
| AMA | Asset Management Agreement | |||||||
| ARO | Asset retirement obligation | |||||||
| ARP | Alternative revenue program | |||||||
| ASC | Accounting Standards Codification | |||||||
| Asset Purchase Agreement | Asset Purchase Agreement, dated as of April 29, 2021, by and between CERC Corp. and Southern Col Midco | |||||||
| AT&T | AT&T Inc. | |||||||
| AT&T Common | AT&T common stock | |||||||
| Bcf | Billion cubic feet | |||||||
| Board | Board of Directors of CenterPoint Energy, Inc. | |||||||
| Bond Companies | Bond Company IV and Restoration Bond Company, each a wholly-owned, bankruptcy remote entity formed solely for the purpose of purchasing and owning transition or system restoration property through the issuance of Securitization Bonds | |||||||
| Bond Company IV | CenterPoint Energy Transition Bond Company IV, LLC, a wholly-owned subsidiary of Houston Electric | |||||||
| BTA | Build Transfer Agreement | |||||||
| Capital Dynamics | Capital Dynamics, Inc. | |||||||
| CARES Act | Coronavirus Aid, Relief, and Economic Security Act | |||||||
| CCR | Coal Combustion Residuals | |||||||
| CEIP | CenterPoint Energy Intrastate Pipelines, LLC, a wholly-owned subsidiary of CERC Corp. | |||||||
| CenterPoint Energy | CenterPoint Energy, Inc., and its subsidiaries | |||||||
| CERC | CERC Corp., together with its subsidiaries | |||||||
| CERC Corp. | CenterPoint Energy Resources Corp. | |||||||
| CES | CenterPoint Energy Services, Inc. (now known as Symmetry Energy Solutions, LLC), previously a wholly-owned subsidiary of CERC Corp. | |||||||
| Charter Common | Charter Communications, Inc. common stock | |||||||
| CIP | Conservation Improvement Program | |||||||
| CODM | Chief Operating Decision Maker, who is each Registrant’s Chief Operating Executive | |||||||
| Common Stock | CenterPoint Energy, Inc. common stock, par value $0.01 per share | |||||||
| Compensation Committee | Compensation Committee of the Board | |||||||
| COVID-19 | Novel coronavirus disease 2019, and any mutations or variants thereof, and related global outbreak that was subsequently declared a pandemic by the World Health Organization | |||||||
| CPCN | Certificate of Public Convenience and Necessity | |||||||
| CPP | Clean Power Plan | |||||||
| CSIA | Compliance and System Improvement Adjustment | |||||||
| DCRF | Distribution Cost Recovery Factor | |||||||
| DOC | U.S. Department of Commerce | |||||||
| DRR | Distribution Replacement Rider | |||||||
| DSMA | Demand Side Management Adjustment | |||||||
| ECA | Environmental Cost Adjustment | |||||||
| EDIT | Excess deferred income taxes | |||||||
| EECR | Energy Efficiency Cost Recovery | |||||||
| EECRF | Energy Efficiency Cost Recovery Factor | |||||||
| EEFC | Energy Efficiency Funding Component | |||||||
| EEFR | Energy Efficiency Funding Rider | |||||||
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| GLOSSARY | ||||||||
| Elk GP Merger Sub | Elk GP Merger Sub LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Energy Transfer | |||||||
| Elk Merger Sub | Elk Merger Sub LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Energy Transfer | |||||||
| Enable | Enable Midstream Partners, LP | |||||||
| Enable Common Units | Enable common units, representing limited partner interests in Enable | |||||||
| Enable GP | Enable GP, LLC, Enable’s general partner | |||||||
| Enable Merger | The merger of Elk Merger Sub with and into Enable and the merger of Elk GP Merger Sub with and into Enable GP, in each case on the terms and subject to the conditions set forth in the Enable Merger Agreement, with Enable and Enable GP surviving as wholly-owned subsidiaries of Energy Transfer, which closed on December 2, 2021 | |||||||
| Enable Merger Agreement | Agreement and Plan of Merger by and among Energy Transfer, Elk Merger Sub, Elk GP Merger Sub, Enable, Enable GP and, solely for the purposes of Section 2.1(a)(i) therein, Energy Transfer GP, and solely for the purposes of Section 1.1(b)(i) therein, CenterPoint Energy, Inc. | |||||||
| Enable Series A Preferred Units | Enable’s 10% Series A Fixed-to-Floating Non-Cumulative Redeemable Perpetual Preferred Units, representing limited partner interests in Enable | |||||||
| Energy Services | Offered competitive variable and fixed-priced physical natural gas supplies primarily to commercial and industrial customers and electric and natural gas utilities through CES and CEIP | |||||||
| Energy Services Disposal Group | Substantially all of the businesses within CenterPoint Energy’s and CERC’s Energy Services reporting unit that were sold under the Equity Purchase Agreement | |||||||
| Energy Systems Group | Energy Systems Group, LLC, a wholly-owned subsidiary of Vectren | |||||||
| Energy Transfer | Energy Transfer LP, a Delaware limited partnership | |||||||
| Energy Transfer Common Units | Energy Transfer common units, representing limited partner interests in Energy Transfer | |||||||
| Energy Transfer GP | LE GP, LLC, a Delaware limited liability company and sole general partner of Energy Transfer | |||||||
| Energy Transfer Series G Preferred Units | Energy Transfer Series G Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units, representing limited partner interests in Energy Transfer | |||||||
| EPA | Environmental Protection Agency | |||||||
| Equity Purchase Agreement | Equity Purchase Agreement, dated as of February 24, 2020, by and between CERC Corp. and Symmetry Energy Solutions Acquisition, LLC (f/k/a Athena Energy Services Buyer, LLC) | |||||||
| ERCOT | Electric Reliability Council of Texas | |||||||
| February 2021 Winter Storm Event | The extreme and unprecedented winter weather event in February 2021 (Winter Storm Uri) that resulted in electricity generation supply shortages, including in Texas, and natural gas supply shortages and increased wholesale prices of natural gas in the United States, primarily due to prolonged freezing temperatures | |||||||
| FERC | Federal Energy Regulatory Commission | |||||||
| Fitch | Fitch Ratings, Inc. | |||||||
| Form 10-Q | Quarterly Report on Form 10-Q | |||||||
| GHG | Greenhouse gases | |||||||
| GRIP | Gas Reliability Infrastructure Program | |||||||
| GWh | Gigawatt-hours | |||||||
| Houston Electric | CenterPoint Energy Houston Electric, LLC and its subsidiaries | |||||||
| IDEM | Indiana Department of Environmental Management | |||||||
| Indiana Electric | Operations of SIGECO’s electric transmission and distribution services, and includes its power generating and wholesale power operations | |||||||
| Indiana Gas | Indiana Gas Company, Inc., formerly a wholly-owned subsidiary of Vectren, acquired by CERC on June 30, 2022 | |||||||
| Indiana North | Gas operations of Indiana Gas | |||||||
| Indiana South | Gas operations of SIGECO |
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| GLOSSARY | ||||||||
| Indiana Utilities | The combination of Indiana Electric, Indiana North and Indiana South | |||||||
| Interim Condensed Financial Statements | Unaudited condensed consolidated interim financial statements and combined notes | |||||||
| IRA | Inflation Reduction Act of 2022 | |||||||
| IRP | Integrated Resource Plan | |||||||
| IRS | Internal Revenue Service | |||||||
| IURC | Indiana Utility Regulatory Commission | |||||||
| LIBOR | London Interbank Offered Rate | |||||||
| LNG | Liquefied Natural Gas | |||||||
| LPSC | Louisiana Public Service Commission | |||||||
| LTIP | Long-term Incentive Plan | |||||||
| Merger | The merger of Merger Sub with and into Vectren on the terms and subject to the conditions set forth in the Merger Agreement, with Vectren continuing as the surviving corporation and as a wholly-owned subsidiary of CenterPoint Energy, Inc. | |||||||
| Merger Agreement | Agreement and Plan of Merger, dated as of April 21, 2018, among CenterPoint Energy, Vectren and Merger Sub | |||||||
| MGP | Manufactured gas plant | |||||||
| MISO | Midcontinent Independent System Operator | |||||||
| Moody’s | Moody’s Investors Service, Inc. | |||||||
| MPSC | Mississippi Public Service Commission | |||||||
| MPUC | Minnesota Public Utilities Commission | |||||||
| MW | Megawatt | |||||||
| NERC | North American Electric Reliability Corporation | |||||||
| NOLs | Net operating losses | |||||||
| NOx | Oxides of nitrogen | |||||||
| NRG | NRG Energy, Inc. | |||||||
| Oriden | Oriden LLC | |||||||
| Origis | Origis Energy USA Inc. | |||||||
| OUCC | Indiana Office of Utility Consumer Counselor | |||||||
| Posey Solar | Posey Solar, LLC, a special purpose entity | |||||||
| PowerTeam Services | PowerTeam Services, LLC, a Delaware limited liability company, now known as Artera Services, LLC | |||||||
| PPA | Power Purchase Agreement | |||||||
| PRPs | Potentially responsible parties | |||||||
| PUCO | Public Utilities Commission of Ohio | |||||||
| PUCT | Public Utility Commission of Texas | |||||||
| Railroad Commission | Railroad Commission of Texas | |||||||
| RCRA | Resource Conservation and Recovery Act of 1976 | |||||||
| Registrants | CenterPoint Energy, Houston Electric and CERC, collectively | |||||||
| REP | Retail electric provider | |||||||
| Restoration Bond Company | CenterPoint Energy Restoration Bond Company, LLC, a wholly-owned subsidiary of Houston Electric | |||||||
| Restructuring | CERC Corp.’s common control acquisition of Indiana Gas and VEDO from VUH on June 30, 2022 | |||||||
| ROE | Return on equity | |||||||
| ROU | Right of use | |||||||
| RRA | Rate Regulation Adjustment | |||||||
| RSP | Rate Stabilization Plan | |||||||
| S&P | S&P Global Ratings |
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| GLOSSARY | ||||||||
| Scope 1 emissions | Direct source of emissions from a company’s operations | |||||||
| Scope 2 emissions | Indirect source of emissions from a company’s energy usage | |||||||
| Scope 3 emissions | Indirect source of emissions from a company’s end-users | |||||||
| SEC | Securities and Exchange Commission | |||||||
| Securities Purchase Agreement | Securities Purchase Agreement, dated as of February 3, 2020, by and among Vectren Utility Services, Inc., 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 | |||||||
| Series C Preferred Stock | CenterPoint Energy’s Series C Mandatory Convertible Preferred Stock, par value $0.01 per share, with a liquidation preference of $1,000 per share | |||||||
| SIGECO | Southern Indiana Gas and Electric Company, a wholly-owned subsidiary of Vectren | |||||||
| SOFR | Secured Overnight Financing Rate | |||||||
| Southern Col Midco | Southern Col Midco, LLC, a Delaware limited liability company and an affiliate of Summit Utilities, Inc. | |||||||
| SRC | Sales Reconciliation Component | |||||||
| Symmetry Energy Solutions Acquisition | Symmetry Energy Solutions Acquisition, LLC, a Delaware limited liability company (f/k/a Athena Energy Services Buyer, LLC) and subsidiary of Energy Capital Partners, LLC | |||||||
| TBD | To be determined | |||||||
| TCJA | Tax reform legislation informally called the Tax Cuts and Jobs Act of 2017 | |||||||
| TCOS | Transmission Cost of Service | |||||||
| TCRF | Transmission Cost Recovery Factor | |||||||
| TDSIC | Transmission, Distribution and Storage System Improvement Charge | |||||||
| TDU | Transmission and distribution utility | |||||||
| TEEEF | Assets leased or costs incurred as “temporary emergency electric energy facilities” under the Public Utility Regulatory Act Section 39.918, also referred to as mobile generation | |||||||
| Tenaska | Tenaska Wind Holdings, LLC | |||||||
| Texas RE | Texas Reliability Entity | |||||||
| Transition Services Agreement | Transition Services Agreement by and between CenterPoint Energy Service Company, LLC and Southern Col Midco | |||||||
| Vectren | Vectren, LLC, which converted its corporate structure from Vectren Corporation to a limited liability company on June 30, 2022, a wholly-owned subsidiary of CenterPoint Energy as of February 1, 2019 | |||||||
| VEDO | Vectren Energy Delivery of Ohio, LLC, which converted its corporate structure from Vectren Energy Delivery of Ohio, Inc. to a limited liability company on June 13, 2022, formerly a wholly-owned subsidiary of Vectren, acquired by CERC on June 30, 2022 | |||||||
| VIE | Variable interest entity | |||||||
| Vistra Energy Corp. | Texas-based energy company focused on the competitive energy and power generation markets, whose major subsidiaries include Luminant and TXU Energy | |||||||
| VRP | Voluntary Remediation Program | |||||||
| VUH | Vectren Utility Holdings, LLC, which converted its corporate structure from Vectren Utility Holdings, Inc. to a limited liability company on June 30, 2022, a wholly-owned subsidiary of Vectren |
v
| GLOSSARY | ||||||||
| VUH PPNs | VUH’s private senior guaranteed notes | |||||||
| WBD Common | Warner Bros. Discovery, Inc. Series A common stock | |||||||
| ZENS | 2.0% Zero-Premium Exchangeable Subordinated Notes due 2029 | |||||||
| ZENS-Related Securities | As of December 31, 2021, consisted of AT&T Common and Charter Common and, as of September 30, 2022, consisted of AT&T Common, Charter Common and WBD Common | |||||||
| 2021 Form 10-K | Annual Report on Form 10-K for the fiscal year ended December 31, 2021 as filed with the SEC on February 22, 2022 |
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-Q, 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, CERC and SIGECO.
The following are some of the factors that could cause actual results to differ from those expressed or implied by the Registrants’ forward-looking statements and apply to all Registrants unless otherwise indicated:
-
CenterPoint Energy’s business strategies and strategic initiatives, restructurings, joint ventures and acquisitions or dispositions of assets or businesses, including the completed sale of our Natural Gas businesses in Arkansas and Oklahoma, the exit from midstream and the Restructuring, which we cannot assure will have the anticipated benefits to us;
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industrial, commercial and residential growth in our service territories and changes in market demand, including the demand for our non-utility products and services and effects of energy efficiency measures and demographic patterns;
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our ability to fund and invest planned capital and the timely recovery of our investments, including those related to Indiana Electric’s generation transition plan as part of its most recent IRP;
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our ability to successfully construct, operate, repair and maintain electric generating facilities, natural gas facilities, TEEEF and electric transmission facilities, including complying with applicable environmental standards and the implementation of a well-balanced energy and resource mix, as appropriate;
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timely and appropriate rate actions that allow recovery of costs and a reasonable return on investment, including the timing and amount of recovered natural gas costs in some jurisdictions associated with the February 2021 Winter Storm Event and those related to Houston Electric’s TEEEF;
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future economic conditions in regional and national markets, including inflation, and their effect on sales, prices and costs;
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weather variations and other natural phenomena, including the impact of severe weather events on operations and capital, such as impacts from the February 2021 Winter Storm Event;
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increases in commodity prices;
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volatility in the markets for natural gas as a result of, among other factors, armed conflicts, including the conflict in Ukraine and the related sanctions on certain Russian entities;
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changes in rates of inflation;
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continued disruptions to the global supply chain, including tariffs and other legislation impacting the supply chain, that could prevent CenterPoint Energy from securing the resources needed to, among other things, fully execute on its 10-year capital plan or achieve its net zero and carbon emissions reduction goals;
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non-payment for our services due to financial distress of our customers and the ability of REPs to satisfy their obligations to CenterPoint Energy and Houston Electric, including the negative impact on such ability related to adverse economic conditions and severe weather events;
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the impact of pandemics, including the COVID-19 pandemic, and any associated disruptions to our businesses and our customers;
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state and federal legislative and regulatory actions or developments affecting various aspects of our businesses, including, among others, energy deregulation or re-regulation, pipeline integrity and safety and changes in regulation and legislation pertaining to trade, health care, finance and actions regarding the rates charged by our regulated businesses;
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direct or indirect effects on our facilities, resources, operations and financial condition resulting from terrorism, cyber attacks or intrusions, including as a result of global conflict such as the conflict in Ukraine, data security breaches or other attempts to disrupt our businesses or the businesses of third parties, or other catastrophic events such as fires, ice, earthquakes, explosions, leaks, floods, droughts, hurricanes, tornadoes and other severe weather events, pandemic health events or other occurrences;
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the effective tax rate, including as a result of tax legislation, including the effects of the CARES Act and the IRA, as well as any changes in tax laws under the current or future administrations, and uncertainties involving state commissions’ and local municipalities’ regulatory requirements and determinations regarding the treatment of EDIT and our rates;
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our ability to mitigate weather impacts through normalization or rate mechanisms, and the effectiveness of such mechanisms;
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actions by credit rating agencies, including any potential downgrades to credit ratings;
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matters affecting regulatory approval, legislative actions, construction, implementation of necessary technology or other issues with respect to major capital projects that result in delays or cancellation or in cost overruns that cannot be recouped in rates;
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local, state and federal legislative and regulatory actions or developments relating to the environment, including, among others, those related to global climate change, air emissions, carbon, waste water discharges and the handling and disposal of CCR that could impact operations, cost recovery of generation plant costs and related assets, and CenterPoint Energy’s net zero and carbon emissions reduction goals;
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the impact of unplanned facility outages or other closures;
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the sufficiency of our insurance coverage, including availability, cost, coverage and terms and ability to recover claims;
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the availability and prices of raw materials and services and changes in labor for current and future construction projects and operations and maintenance costs, including our ability to control such costs;
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impacts from CenterPoint Energy’s pension and postretirement benefit plans, such as the investment performance and increases to net periodic costs as a result of plan settlements and changes in discount rates;
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changes in interest rates and their impact on costs of borrowing;
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commercial bank and financial market conditions, our access to capital, the cost of such capital, and the results of our financing and refinancing efforts, including availability of funds in the debt capital markets;
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inability of various counterparties to meet their obligations to us;
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the extent and effectiveness of our risk management activities;
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timely and appropriate regulatory actions, which include actions allowing securitization, for any future hurricanes or other severe weather events, or natural disasters or other recovery of costs, including stranded coal generation asset costs;
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acquisition and merger activities involving us or our industry, including the ability to successfully complete merger, acquisition and divestiture plans;
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our ability to recruit, effectively transition and retain management and key employees and maintain good labor relations;
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changes in technology, particularly with respect to efficient battery storage or the emergence or growth of new, developing or alternative sources of generation, and their adoption by consumers;
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the impact of climate change and alternate energy sources on the demand for natural gas and electricity generated or transmitted by us;
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the timing and outcome of any audits, disputes and other proceedings related to taxes;
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the recording of impairment charges;
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political and economic developments, including energy and environmental policies under the current administration;
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the transition to a replacement for the LIBOR benchmark interest rate;
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CenterPoint Energy’s ability to execute on its strategy, initiatives, targets and goals, including its net zero and carbon
emissions reduction goals and its operations and maintenance goals;
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the outcome of litigation, including litigation related to the February 2021 Winter Storm Event;
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the development of new opportunities and the performance of projects undertaken by Energy Systems Group, which are subject to, among other factors, the level of success in bidding contracts and cancellation and/or reductions in the scope of projects by customers, and obligations related to warranties, guarantees and other contractual and legal obligations;
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the effect of changes in and application of accounting standards and pronouncements; and
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other factors discussed in “Risk Factors” in Item 1A of Part I of the Registrants’ combined 2021 Form 10-K, which are incorporated herein by reference, in Item 1A of Part II of this combined Form 10-Q, and in other reports the Registrants file from time to time with the SEC.
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. Investors should note that the Registrants announce material financial and other information in SEC filings, press releases and public conference calls. Based on guidance from the SEC, the Registrants may use the Investors section of CenterPoint Energy’s website (www.centerpointenergy.com) to communicate with investors about the Registrants. It is possible that the
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financial and other information posted there could be deemed to be material information. The information on CenterPoint Energy’s website is not part of this combined Form 10-Q.
ix
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
CENTERPOINT ENERGY, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED INCOME
(Unaudited)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (in millions, except per share amounts) | |||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Utility revenues | $ | 1,829 | $ | 1,661 | $ | 6,400 | $ | 5,797 | |||||||||||||||
| Non-utility revenues | 74 | 88 | 210 | 241 | |||||||||||||||||||
| Total | 1,903 | 1,749 | 6,610 | 6,038 | |||||||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Utility natural gas, fuel and purchased power | 349 | 223 | 1,860 | 1,416 | |||||||||||||||||||
| Non-utility cost of revenues, including natural gas | 52 | 61 | 143 | 159 | |||||||||||||||||||
| Operation and maintenance | 670 | 709 | 2,020 | 2,055 | |||||||||||||||||||
| Depreciation and amortization | 329 | 353 | 974 | 987 | |||||||||||||||||||
| Taxes other than income taxes | 119 | 125 | 401 | 394 | |||||||||||||||||||
| Total | 1,519 | 1,471 | 5,398 | 5,011 | |||||||||||||||||||
| Operating Income | 384 | 278 | 1,212 | 1,027 | |||||||||||||||||||
| Other Income (Expense): | |||||||||||||||||||||||
| Gain (loss) on equity securities | (206) | (12) | (284) | 40 | |||||||||||||||||||
| Gain (loss) on indexed debt securities | 210 | 11 | 381 | (40) | |||||||||||||||||||
| Gain on sale | — | 8 | 303 | 8 | |||||||||||||||||||
| Interest expense and other finance charges | (116) | (114) | (375) | (380) | |||||||||||||||||||
| Interest expense on Securitization Bonds | (3) | (5) | (11) | (16) | |||||||||||||||||||
| Other income, net | 8 | 17 | 25 | 54 | |||||||||||||||||||
| Total | (107) | (95) | 39 | (334) | |||||||||||||||||||
| Income from Continuing Operations Before Income Taxes | 277 | 183 | 1,251 | 693 | |||||||||||||||||||
| Income tax expense | 75 | 33 | 328 | 63 | |||||||||||||||||||
| Income from Continuing Operations | 202 | 150 | 923 | 630 | |||||||||||||||||||
| Income from Discontinued Operations (net of tax expense of $-0-, $15, $-0- and $56, respectively) | — | 68 | — | 202 | |||||||||||||||||||
| Net Income | 202 | 218 | 923 | 832 | |||||||||||||||||||
| Income allocated to preferred shareholders | 13 | 23 | 37 | 82 | |||||||||||||||||||
| Income Available to Common Shareholders | $ | 189 | $ | 195 | $ | 886 | $ | 750 | |||||||||||||||
| Basic earnings per common share - continuing operations | $ | 0.30 | $ | 0.21 | $ | 1.41 | $ | 0.94 | |||||||||||||||
| Basic earnings per common share - discontinued operations | — | 0.11 | — | 0.35 | |||||||||||||||||||
| Basic Earnings Per Common Share | 0.30 | 0.32 | 1.41 | 1.29 | |||||||||||||||||||
| Diluted earnings per common share - continuing operations | $ | 0.30 | $ | 0.21 | $ | 1.40 | $ | 0.91 | |||||||||||||||
| Diluted earnings per common share - discontinued operations | — | 0.11 | — | 0.34 | |||||||||||||||||||
| Diluted Earnings Per Common Share | $ | 0.30 | $ | 0.32 | $ | 1.40 | $ | 1.25 | |||||||||||||||
| Weighted Average Common Shares Outstanding, Basic | 630 | 605 | 629 | 581 | |||||||||||||||||||
| Weighted Average Common Shares Outstanding, Diluted | 633 | 609 | 633 | 601 |
See Combined Notes to Interim Condensed Financial Statements
CENTERPOINT ENERGY, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME
(Unaudited)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Net Income | $ | 202 | $ | 218 | $ | 923 | $ | 832 | |||||||||||||||
| Other comprehensive income: | |||||||||||||||||||||||
| Adjustment to pension and other postretirement plans (net of tax expense (benefit) of $(9), $1, $(5) and $2) | 2 | 4 | (20) | 7 | |||||||||||||||||||
| Reclassification of deferred loss from cash flow hedges realized in net income (net of tax of $-0-, $-0-, $-0- and $-0-) | — | 1 | 1 | 1 | |||||||||||||||||||
| Other comprehensive income from unconsolidated affiliates (net of tax of $-0-, $-0-, $-0- and $-0-) | — | — | — | 2 | |||||||||||||||||||
| Total | 2 | 5 | (19) | 10 | |||||||||||||||||||
| Comprehensive income | 204 | 223 | 904 | 842 | |||||||||||||||||||
| Income allocated to preferred shareholders | 13 | 23 | 37 | 82 | |||||||||||||||||||
| Comprehensive income available to common shareholders | $ | 191 | $ | 200 | $ | 867 | $ | 760 |
See Combined Notes to Interim Condensed Financial Statements
CENTERPOINT ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| | | | | | | | | | | | | | ---
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CENTERPOINT ENERGY, INC. AND SUBSIDIARIES
The following combined discussion and analysis should be read in combination with the Interim Condensed Financial Statements contained in this combined Form 10-Q and the Registrants’ combined 2021 Form 10-K. When discussing CenterPoint Energy’s consolidated financial information, it includes the results of Houston Electric and CERC, which, along with CenterPoint Energy, are collectively referred to as the Registrants. Where appropriate, information relating to a specific Registrant has been segregated and labeled as such. In this combined Form 10-Q, the terms “our,” “we” and “us” are used as abbreviated references to CenterPoint Energy, Inc. together with its consolidated subsidiaries. No Registrant makes any representations as to the information related solely to CenterPoint Energy or the subsidiaries of CenterPoint Energy other than itself.
RECENT EVENTS
Regulatory Proceedings. The commissioners of the MPUC held deliberations in August 2022 regarding CERC’s natural gas cost prudency review case related to the February 2021 Winter Storm Event. As a result, the MPUC disallowed recovery of approximately $36 million of jurisdictional gas costs incurred during the event (or about 8.7% of the total of such costs incurred by CERC) and CERC’s regulatory asset balance as of September 30, 2022 was reduced to reflect the disallowance. For further information, see Note 6 to the Interim Condensed Financial Statements. For information related to our pending and completed regulatory proceedings to date in 2022, see “—Liquidity and Capital Resources —Regulatory Matters” below.
Debt Transactions. During the nine months ended September 30, 2022, Houston Electric issued $1,600 million and CERC issued or borrowed $1,000 million in new debt, excluding the debt exchanges discussed below. CenterPoint Energy repaid or redeemed a combined $1,330 million of debt, including CERC’s redemption of $425 million of debt, but excluding scheduled principal payments on Securitization Bonds. In October 2022, Houston Electric redeemed an additional $200 million of debt. For information about debt transactions to date in 2022, see Note 11 to the Interim Condensed Financial Statements.
Debt Exchange. On September 6, 2022, CERC Corp. and VUH announced that CERC Corp. had commenced an offer to eligible holders to exchange any and all outstanding 6.10% senior notes issued by Vectren Utility Holdings, Inc. (predecessor of VUH) for (1) up to $75 million aggregate principal amount of new senior notes issued by CERC Corp. and (2) cash. On October 5, 2022, in connection with the settlement of the exchange offer, CERC Corp. issued $75 million aggregate principal amount of 6.10% senior notes due 2035 in exchange for all outstanding VUH senior notes. For additional information, see Note 11 to the Interim Condensed Financial Statements.
As a part of the Restructuring, on May 27, 2022, CERC Corp. and VUH completed an exchange with holders of VUH PPNs whereby CERC Corp. issued new senior notes with an aggregate principal amount of $302 million in return for all of their outstanding VUH PPNs with an aggregate principal amount of $302 million. For additional information, see Note 11 to the Interim Condensed Financial Statements.
Restructuring. CenterPoint Energy completed the Restructuring on June 30, 2022 whereby the equity interests in Indiana Gas and VEDO, each of which were acquired in its acquisition of Vectren on February 1, 2019, were transferred from VUH to CERC Corp. As a result, Indiana Gas and VEDO became wholly owned subsidiaries of CERC Corp. to better align CenterPoint Energy’s organizational structure with management and financial reporting and to fund future capital investments more efficiently. For additional information, see Note 1 to the Interim Condensed Financial Statements.
VUH Credit Facility. On June 30, 2022, in connection with the Restructuring, VUH repaid in full all outstanding indebtedness and terminated all remaining commitments and other obligations under its $400 million amended and restated credit agreement dated as of February 4, 2021. For additional information, see Note 11 to the Interim Condensed Financial Statements.
Sale of Energy Transfer Equity Securities. During the nine months ended September 30, 2022, CenterPoint Energy sold its remaining Energy Transfer Common Units and Energy Transfer Series G Preferred Units for net proceeds of $702 million. For more information, see Note 10 to the Interim Condensed Financial Statements.
Sale of Natural Gas Businesses. On January 10, 2022, CERC Corp. completed the sale of its Arkansas and Oklahoma Natural Gas businesses. For additional information regarding discontinued operations and divestitures, see Note 3 to the Interim Condensed Financial Statements.
CENTERPOINT ENERGY CONSOLIDATED RESULTS OF OPERATIONS
For information regarding factors that may affect the future results of our consolidated operations, please read “Risk Factors” in Item 1A of Part I of the Registrants’ combined 2021 Form 10-K and in Item 1A of Part II of this combined Form 10-Q.
Income available to common shareholders for the three and nine months ended September 30, 2022 and 2021 was as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||
| 2022 | 2021 | Favorable (Unfavorable) | 2022 | 2021 | Favorable (Unfavorable) | |||||||||||||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||||||||||||||
| Electric | $ | 234 | $ | 185 | $ | 49 | $ | 489 | $ | 385 | $ | 104 | ||||||||||||||||||||||||||
| Natural Gas | (10) | 5 | (15) | 416 | 308 | 108 | ||||||||||||||||||||||||||||||||
| Total Utility Operations | 224 | 190 | 34 | 905 | 693 | 212 | ||||||||||||||||||||||||||||||||
| Corporate & Other (1) | (35) | (63) | 28 | (19) | (145) | 126 | ||||||||||||||||||||||||||||||||
| Discontinued Operations | — | 68 | (68) | — | 202 | (202) | ||||||||||||||||||||||||||||||||
| Total CenterPoint Energy | $ | 189 | $ | 195 | $ | (6) | $ | 886 | $ | 750 | $ | 136 |
(1)Includes energy performance contracting and sustainable infrastructure services through Energy Systems Group, unallocated corporate costs, interest income and interest expense, intercompany eliminations and the reduction of income allocated to preferred shareholders.
Three months ended September 30, 2022 compared to three months ended September 30, 2021
Income available to common shareholders decreased $6 million primarily due to the following items:
-
an increase in net income of $49 million for the Electric reportable segment, as further discussed below;
-
a decrease in net income of $15 million for the Natural Gas reportable segment, as further discussed below;
-
an increase in income available to common shareholders of
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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Houston Electric and CERC meet the conditions specified in General Instruction H(1)(a) and (b) to Form 10-Q and are therefore permitted to use the reduced disclosure format for wholly-owned subsidiaries of reporting companies. Accordingly, Houston Electric and CERC have omitted from this report the information called for by Item 3 (Quantitative and Qualitative Disclosures About Market Risk) of Part I of the Form 10-Q.
Interest Rate Risk (CenterPoint Energy)
As of September 30, 2022, CenterPoint Energy had outstanding long-term debt, lease obligations and obligations under its ZENS that subject it to the risk of loss associated with movements in market interest rates.
CenterPoint Energy’s floating rate obligations aggregated $3.0 billion and $4.5 billion as of September 30, 2022 and December 31, 2021, respectively. If the floating interest rates were to increase by 10% from September 30, 2022 rates, CenterPoint Energy’s combined interest expense would increase by approximately $8 million annually.
As of September 30, 2022 and December 31, 2021, CenterPoint Energy had outstanding fixed-rate debt (excluding indexed debt securities) aggregating $12.7 billion and $11.7 billion, respectively, in principal amount and having a fair value of $11.2 billion and $13.0 billion, respectively. Because these instruments are fixed-rate, they do not expose CenterPoint Energy to the risk of loss in earnings due to changes in market interest rates. However, the fair value of these instruments would increase by approximately $542 million if interest rates were to decline by 10% from levels at September 30, 2022. In general, such an increase in fair value would impact earnings and cash flows only if CenterPoint Energy were to reacquire all or a portion of these instruments in the open market prior to their maturity.
In general, such an increase in fair value would impact earnings and cash flows only if CenterPoint Energy were to reacquire all or a portion of these instruments in the open market prior to their maturity.
The ZENS obligation is bifurcated into a debt component and a derivative component. The debt component of $8 million as of September 30, 2022 was a fixed-rate obligation and, therefore, did not expose CenterPoint Energy to the risk of loss in earnings due to changes in market interest rates. However, the fair value of the debt component would increase by approximately $1 million if interest rates were to decline by 10% from levels at September 30, 2022. Changes in the fair value of the derivative component, a $522 million recorded liability at September 30, 2022, are recorded in CenterPoint Energy’s Condensed Statements of Consolidated Income and, therefore, it is exposed to changes in the fair value of the derivative component as a result of changes in the underlying risk-free interest rate. If the risk-free interest rate were to increase by 10% from September 30, 2022 levels, the fair value of the derivative component liability would decrease by less than $1 million, which would be recorded as an unrealized gain in CenterPoint Energy’s Condensed Statements of Consolidated Income.
Equity Market Value Risk (CenterPoint Energy)
CenterPoint Energy is exposed to equity market value risk through its ownership of 10.2 million shares of AT&T Common, 0.9 million shares of Charter Common and 2.5 million shares of WBD Common, which CenterPoint Energy holds to facilitate its ability to meet its obligations under the ZENS. See Note 10 to the Interim Condensed Financial Statements for a discussion of CenterPoint Energy’s ZENS obligation. Changes in the fair value of the ZENS-Related Securities held by CenterPoint Energy are expected to substantially offset changes in the fair value of the derivative component of the ZENS. A decrease of 10% from the September 30, 2022 aggregate market value of these shares would result in a net loss of less than $1 million, which would be recorded as a loss in CenterPoint Energy’s Condensed Statements of Consolidated Income.
Commodity Price Risk From Non-Trading Activities (CenterPoint Energy and CERC)
CenterPoint Energy’s and CERC’s regulated operations in Indiana have limited exposure to commodity price risk for transactions involving purchases and sales of natural gas, coal and purchased power for the benefit of retail customers due to current state regulations, which, subject to compliance with those regulations, allow for recovery of the cost of such purchases through natural gas and fuel cost adjustment mechanisms. CenterPoint Energy’s and CERC’s utility natural gas operations in Indiana have regulatory authority to lock in pricing for up to 50% of annual natural gas purchases using arrangements with an original term of up to 10 years. This authority has been utilized to secure fixed price natural gas using both physical purchases and financial derivatives. As of September 30, 2022, the recorded fair value of non-trading energy derivative assets was $34 million and $27 million, respectively, for CenterPoint Energy’s and CERC’s utility natural gas operations in Indiana.
Although CenterPoint Energy’s and CERC’s regulated operations are exposed to limited commodity price risk, natural gas and coal prices have other effects on working capital requirements, interest costs, and some level of price-sensitivity in volumes sold or delivered. Constructive regulatory orders, such as those authorizing lost margin recovery, other innovative rate designs and recovery of unaccounted for natural gas and other natural gas-related expenses, also mitigate the effect natural gas costs may have on CenterPoint Energy’s financial condition. In 2008, the PUCO approved an exit of the merchant function in CenterPoint Energy’s and CERC’s Ohio natural gas service territory, allowing Ohio customers to purchase substantially all natural gas directly from retail marketers rather than from CenterPoint Energy or CERC.
Item 4. CONTROLS AND PROCEDURES
In accordance with Exchange Act Rules 13a-15 and 15d-15, the Registrants carried out separate evaluations, under the supervision and with the participation of each company’s management, including the principal executive officer and principal financial officer, of the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report. Based on those evaluations, the principal executive officer and principal financial officer, in each case, concluded that the disclosure controls and procedures were effective as of September 30, 2022 to provide assurance that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and such information is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding disclosure.
There has been no change in the Registrants’ internal controls over financial reporting that occurred during the three months ended September 30, 2022 that has materially affected, or is reasonably likely to materially affect, the Registrants’ internal controls over financial reporting.
PART II. OTHER INFORMATION
**Item 1.**LEGAL PROCEEDINGS
For a description of certain legal and regulatory proceedings, please read Note 13(d) to the Interim Condensed Financial Statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Future Sources and Uses of Cash” and “— Regulatory Matters,” each of which is incorporated herein by reference. See also “Business — Regulation” and “— Environmental Matters” in Item 1 and “Legal Proceedings” in Item 3 of the Registrants’ combined 2021 Form 10-K.
Item 1A. RISK FACTORS
Except for the updates below, there have been no material changes from the risk factors disclosed in the Registrants’ combined 2021 Form 10-K. The following risk factor should be read in conjunction with the risk factors described in the Registrants’ combined 2021 Form 10-K.
Increases in the cost or reduction in supply of solar energy system components due to tariffs or trade restrictions imposed by the U.S. government may have an adverse effect on our business, financial condition and results of operations.
China is a major producer of solar cells and other solar products. Certain solar cells, modules, laminates and panels from China are subject to various antidumping and countervailing duty rates, depending on the exporter supplying the product, imposed by the U.S. government as a result of determinations that the U.S. was materially injured as a result of such imports being sold at less than fair value and subsidized by the Chinese government. In March 2022, the DOC announced that it would initiate an investigation into whether imports of solar cells and panels produced in Cambodia, Malaysia, Thailand and Vietnam are circumventing rules, such as anti-dumping and countervailing duties, intended to impose a tariff on imports of solar cells and panels manufactured in China. If an affirmative finding is made by the DOC, it could impose duties on imports of solar cells and panels from Cambodia, Malaysia, Thailand and Vietnam with both forward-looking and retroactive application. If enacted, these or similar duties could put upward pressure on prices of these solar energy products, which may reduce our ability to acquire these items in a timely and cost-efficient manner. If we are unable to secure such solar energy products in a timely and cost-efficient manner, we may be forced to delay, downsize and/or cancel solar projects and we may not be able to procure the resources needed to fully execute on our ten-year capital plan or achieve our net zero emissions goals. Additionally, delays or cancellations by developers of third-party solar power facilities expected to interconnect with CenterPoint Energy’s and Houston Electric’s system may have adverse impacts, such as delayed or reduced potential future revenues. We cannot predict what additional actions the U.S. government may adopt with respect to tariffs or other trade regulations in the future or what actions may be taken by other countries in retaliation for such measures. If an affirmative finding is made by the DOC or other additional measures are imposed, our business, financial condition and results of operations may be adversely affected.
Item 5. OTHER INFORMATION
None.
Item 6. EXHIBITS
Exhibits filed herewith are designated by a cross (†); all exhibits not so designated are incorporated by reference to a prior filing as indicated. Agreements included as exhibits are included only to provide information to investors regarding their terms. 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 no such agreement should be relied upon as constituting or providing any factual disclosures about the Registrants, any other persons, any state of affairs or other matters.
Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, the Registrants have not filed as exhibits to this combined Form 10-Q certain long-term debt instruments, including indentures, under which the total amount of securities authorized does not exceed 10% of the total assets of the Registrants and its subsidiaries on a consolidated basis. The Registrants hereby agree 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 | CenterPoint Energy | Houston Electric | CERC | |||||||||||||||||||||||||||||||||||||
| 4.10 | Registration Rights Agreement, dated as of October 5, 2022, between CenterPoint Energy Resources Corp. and Goldman Sachs & Co. LLC | CERC’s Form 8-K dated October 5, 2022 | 1-13265 | 4.3 | x | |||||||||||||||||||||||||||||||||||||||
| 10.1 | $500,000,000 Term Loan Agreement dated as of August 23, 2022 among CenterPoint Energy Resources Corp., as Borrower, Mizuho Bank, Ltd., as Administrative Agent, and the banks named therein | CERC’s Form 8-K dated August 23, 2022 | 1-13265 | 10.1 | x | |||||||||||||||||||||||||||||||||||||||
| †31.1.1 | Rule 13a-14(a)/15d-14(a) Certification of David J. Lesar | x | ||||||||||||||||||||||||||||||||||||||||||
| †31.1.2 | Rule 13a-14(a)/15d-14(a) Certification of Scott E. Doyle | x | ||||||||||||||||||||||||||||||||||||||||||
| †31.1.3 | Rule 13a-14(a)/15d-14(a) Certification of Scott E. Doyle | x | ||||||||||||||||||||||||||||||||||||||||||
| †31.2.1 | Rule 13a-14(a)/15d-14(a) Certification of Jason P. Wells | x | ||||||||||||||||||||||||||||||||||||||||||
| †31.2.2 | Rule 13a-14(a)/15d-14(a) Certification of Jason P. Wells | x | ||||||||||||||||||||||||||||||||||||||||||
| †31.2.3 | Rule 13a-14(a)/15d-14(a) Certification of Jason P. Wells | x | ||||||||||||||||||||||||||||||||||||||||||
| †32.1.1 | Section 1350 Certification of David J. Lesar | x | ||||||||||||||||||||||||||||||||||||||||||
| †32.1.2 | Section 1350 Certification of Scott E. Doyle | x | ||||||||||||||||||||||||||||||||||||||||||
| †32.1.3 | Section 1350 Certification of Scott E. Doyle | x | ||||||||||||||||||||||||||||||||||||||||||
| †32.2.1 | Section 1350 Certification of Jason P. Wells | x | ||||||||||||||||||||||||||||||||||||||||||
| †32.2.2 | Section 1350 Certification of Jason P. Wells | x | ||||||||||||||||||||||||||||||||||||||||||
| †32.2.3 | Section 1350 Certification of Jason P. Wells | x | ||||||||||||||||||||||||||||||||||||||||||
| †101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | x | x | x | ||||||||||||||||||||||||||||||||||||||||
| †101.SCH | Inline XBRL Taxonomy Extension Schema Document | x | x | x | ||||||||||||||||||||||||||||||||||||||||
| †101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | x | x | x | ||||||||||||||||||||||||||||||||||||||||
| †101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | x | x | x | ||||||||||||||||||||||||||||||||||||||||
| †101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document | x | x | x | ||||||||||||||||||||||||||||||||||||||||
| †101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | x | x | x | ||||||||||||||||||||||||||||||||||||||||
| †104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | x | x | x |
| * | Schedules to this agreement have been omitted pursuant to Items 601(a)(5) and 601(b)(2) of Regulation S-K. A copy of any omitted schedules will be furnished supplementally to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CENTERPOINT ENERGY, INC. | |||||
| CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC | |||||
| CENTERPOINT ENERGY RESOURCES CORP. | |||||
| By: | /s/ Kara Gostenhofer Ryan | ||||
| Kara Gostenhofer Ryan | |||||
| Vice President and Chief Accounting Officer | |||||
Date: November 1, 2022