CNP 10-K Annual Report Dec. 31, 2019 | Alphaminr
CENTERPOINT ENERGY INC
ALPHAMINR

CNP 10-K Fiscal year ended Dec. 31, 2019

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CENTERPOINT ENERGY INC
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial Data (centerpoint Energy)Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

4(h)(8) Eleventh Supplemental Indenture to Exhibit 4(h)(1), dated as of May23, 2003 CenterPoint Energys Form8-K dated May16, 2003 1-31447 4.2 4(h)(9) Officers Certificate dated May23, 2003 setting forth the form, terms and provisions of the Twelfth Series of General Mortgage Bonds CenterPoint Energys Form8-K dated May16, 2003 1-31447 4.1 4(h)(10) Twentieth Supplemental Indenture to Exhibit 4(h)(1), dated as of December 9, 2008 Houston Electrics Form8-K dated January6, 2009 1-3187 4.2 4(h)(11) Twenty-Second Supplemental Indenture to Exhibit 4(h)(1) dated as of August 10, 2012 CenterPoint Energys Form 10-K for the year ended December 31, 2012 1-31447 4(e)(33) 4(h)(12) Officers Certificate, dated August 10, 2012 setting forth the form, terms and provisions of the Twenty-Second Series of General Mortgage Bonds CenterPoint Energys Form 10-K for the year ended December 31, 2012 1-31447 4(e)(34) 4(h)(13) Twenty-Third Supplemental Indenture to Exhibit 4(h)(1) dated as of March 17, 2014 CenterPoint Energys Form 10-Q for the quarter ended March 31, 2014 1-31447 4.10 4(h)(14) Officers Certificate, dated as of March 17, 2014, setting forth the form, terms and provisions of the Twenty-Third Series of General Mortgage Bonds CenterPoint Energys Form 10-Q for the quarter ended March 31, 2014 1-31447 4.11 4(h)(15) Twenty-Fourth Supplemental Indenture to Exhibit 4(h)(1) dated as of May 18, 2016 CenterPoint Energys Form 10-Q for the quarter ended June 30, 2016 1-31447 4.5 4(h)(16) Officers Certificate, dated as of May 18, 2016, setting forth the form, terms and provisions of the Twenty-Fifth Series of General Mortgage Bonds CenterPoint Energys Form 10-Q for the quarter ended June 30, 2016 1-31447 4.6 4(h)(17) Twenty-Fifth Supplemental Indenture to Exhibit 4(h)(1) dated as of August 11, 2016 CenterPoint Energys Form 10-Q for the quarter ended September 30, 2016 1-31447 4.5 4(h)(18) Officers Certificate, dated as of August 11, 2016, setting forth the form, terms and provisions of the Twenty-Sixth Series of General Mortgage Bonds CenterPoint Energys Form 10-Q for the quarter ended September 30, 2016 1-31447 4.6 4(h)(19) Twenty-Sixth Supplemental Indenture to Exhibit 4(h)(1) dated as of January 12, 2017 CenterPoint Energys Form 10-K for the year ended December 31, 2016 1-31447 4(e)(41) 4(h)(20) Officers Certificate, dated as of January 12, 2017, setting forth the form, terms and provisions of the Twenty-Seventh Series of General Mortgage Bonds CenterPoint Energys Form 10-K for the year ended December 31, 2016 1-31447 4(e)(42) 4(h)(21) Twenty-Seventh Supplemental Indenture to Exhibit 4(h)(1) dated as of February 28, 2018 CenterPoint Energys Form 10-Q for the quarter ended March 30, 2018 1-31447 4.9 4(h)(22) Officers Certificate, dated as of February 28, 2018, setting forth the form, terms and provisions of the Twenty-Eighth Series of General Mortgage Bonds CenterPoint Energys Form 10-Q for the quarter ended March 30, 2018 1-31447 4.10 4(h)(23) Twenty-Eighth Supplemental Indenture to Exhibit 4(h)(1) dated as of January 15, 2019 Houston Electrics Form 8-K dated January 10, 2019 1-3187 4.4 4(h)(24) Officers Certificate, dated as of January 15, 2019, setting forth the form, terms and provisions of the Twenty-Ninth Series of General Mortgage Bonds CenterPoint Energys Form 10-K for the year ended December 31, 2018 1-31447 4(h)(24) 4(i)(3) Supplemental Indenture No. 12 to Exhibit 4(i)(1) dated as of October 23, 2007, providing for the issuance of CERC Corp.s 6.625% Senior Notes due 2037 CenterPoint Energys Form 10-Q for the quarter ended June 30, 2008 1-31447 4.9 4(i)(4) Supplemental Indenture No. 14 to Exhibit 4(i)(1) dated as of January 11, 2011, providing for the issuance of CERC Corp.s 4.50% Senior Notes due 2021 and 5.85% Senior Notes due 2041 CenterPoint Energys Form 10-K for the year ended December 31, 2010 1-31447 4(f)(15) 4(i)(5) Supplemental Indenture No. 15 to Exhibit 4(i)(1) dated as of January 20, 2011, providing for the issuance ofCERC Corp.s 4.50% Senior Notes due 2021 CenterPoint Energys Form 10-K for the year ended December 31, 2010 1-31447 4(f)(16) 4(i)(6) Supplemental Indenture No. 16 to Exhibit 4(i)(1) dated as of August 23, 2017, providing for the issuance of CERC Corp.s 4.10% Senior Notes due 2047 CenterPoint Energys Form 10-Q for the quarter ended September 30, 2017 1-31447 4.11 4(i)(7) Supplemental Indenture No. 17 to Exhibit 4(i)(1) dated as of March 28, 2018, providing for the issuance of CERC Corp.s 3.55% Senior Notes due 2023 and 4.00% Senior Notes due 2028 CERCs Form 10-Q for the quarter ended March 31, 2018 1-13265 4.4 4(j)(2) Supplemental Indenture No.9 to Exhibit4(j)(1), dated as of August 10, 2017, providing for the issuance of CenterPoint Energys 2.50% Senior Notes due 2022 CenterPoint Energys Form10-Q for the quarter ended September 30, 2017 1-31447 4.9 4(j)(3) Supplemental Indenture No.10 to Exhibit4(j)(1), dated as of October 5, 2018, providing for the issuance of CenterPoint Energys 3.60% Senior Notes due 2021, 3.85% Senior Notes due 2024 and 4.25% Senior Notes due 2028 CenterPoint Energys Form10-Q for the quarter ended September 30, 2018 1-31447 4.14 4(j)(4) Supplemental Indenture No. 11 to Exhibit 4.19, dated as of August 14, 2019, providing for the issuance of CenterPoint Energys 2.50% Senior Notes due 2024, 2.95% Senior Notes due 2030 and 3.70% Senior Notes due 2049 CenterPoint Energys Form10-Q for the quarter ended September 30, 2019 1-31447 4.2 4(l)(1) $1,600,000,000 Credit Agreement dated as of March 3, 2016, among CenterPoint Energy, as Borrower, and the banks named therein CenterPoint Energys Form 8-K dated March 3, 2016 1-31447 4.1 4(l)(2) First Amendment to Amended and Restated Credit Agreement, dated as of June 16, 2017, by and among CenterPoint Energy, as Borrower, and the banks named therein CenterPoint Energys Form 8-K dated June 16, 2017 1-31447 4.1 4(l)(3) Second Amendment to Amended and Restated Credit Agreement, dated as of May 25, 2018, by and among CenterPoint Energy, as Borrower, and the banks named therein CenterPoint Energys Form 8-K dated May 25, 2018 1-31447 4.1 4(m)(1) $300,000,000 Credit Agreement dated as of March 3, 2016, among Houston Electric, as Borrower, and the banks named therein CenterPoint Energys Form 8-K dated March 3, 2016 1-31447 4.2 4(m)(2) First Amendment to Credit Agreement, dated as of June 16, 2017, among Houston Electric, as Borrower, and the banks named therein CenterPoint Energys Form 8-K dated June 16, 2017 1-31447 4.2 4(n)(1) $600,000,000 Credit Agreement dated as of March 3, 2016, among CERC Corp., as Borrower, and the banks named therein CenterPoint Energys Form 8-K dated March 3, 2016 1-31447 4.3 4(n)(2) First Amendment to Credit Agreement, dated as of June 16, 2017, among CERC Corp., as Borrower, and the banks named therein CenterPoint Energys Form 8-K dated June 16, 2017 1-31447 4.3 4(o) $400,000,000 Credit Agreement, dated as of July 14, 2017, among VUHI, as Borrower, certain Subsidiaries of VUHI, as Guarantors, and the banks named therein Vectrens Form 8-K dated July 17, 2017 1-15467 10.1 4(p) $200,000,000 Credit Agreement, dated as of July 14, 2017, among VCC, as Borrower, Vectren Corporation, as Guarantor, and the banks named therein Vectrens Form 8-K dated July 17, 2017 1-15467 10.2 4(q)(1) Term Loan Agreement dated as of July 30, 2018, among VUHI, as Borrower, the Subsidiaries of Borrower identified herein as Guarantors and the banks named therein Vectrens Form 8-K dated July 30, 2018 1-15467 10.1 4(r)(1) Term Loan Agreement dated as of September 14, 2018, among VCC, as Borrower, Vectren as Guarantor, and the banks named therein Vectrens Form 8-K dated September 18, 2018 1-15467 10.1 4(r)(2) First Amendment to Term Loan Agreement, dated as of June 25, 2019, among VCC, as Borrower, Vectren as Guarantor and the banks named therein CenterPoint Energys Form 10-Q for the quarter ended June 30, 2019 1-31447 4.17 4(s)(1) $1,000,000,000 Term Loan Agreement, dated as of May 15, 2019, among CenterPoint Energy, as Borrower, Mizuho Bank, Ltd., as Administrative Agent and Lead Arranger, and the banks named therein CenterPoint Energys Form 8-K dated May 15, 2019 1-31447 4.1 April 1, 2005 1-15467, Vectrens Form 10-K for the year ended December 31, 2007 4.1 March 1, 2006 1-15467, Vectrens Form 10-K for the year ended December 31, 2007 4.2 December 1, 2007 1-15467, Vectrens Form 10-K for the year ended December 31, 2007 4.3 August 1, 2009 1-15467, Vectrens Form 10-K for the year ended December 31, 2009 4.1 April 1, 2013 1-15467, Vectrens Form 8-K dated April 30, 2013 4.1 September 1, 2014 1-15467, Vectrens Form 8-K dated September 25, 2014 4.1 September 1, 2015 1-15467, Vectrens Form 8-K dated September 10, 2015 4.1 4(v)(5) Fourth Supplemental Indenture to Exhibit 4(v)(1), dated November 21, 2005 VUHIs Form 8-K dated November 18, 2005 1-16739 4.1 4(v)(6) Form of Fifth Supplemental Indenture to Exhibit 4(v)(1), dated October 18, 2006 VUHIs Form 8-K dated October 16, 2006 1-16739 4.1 4(v)(7) Sixth Supplemental Indenture to Exhibit 4(v)(1), dated March 10, 2008 VUHIs Form 8-K dated March 10, 2008 1-16739 4.1 4(w) Note Purchase Agreement, dated March 11, 2009, among VCC, Vectren and each of the purchasers named therein Vectrens Form 8-K dated March 16, 2009 1-15467 4.5 4(x) Note Purchase Agreement, dated April 7, 2009, among VUHI, Indiana Gas, SIGECO and VEDO andthe purchasers named therein Vectrens Form 8-K dated April 7, 2009 1-15467 4.5 4(y) Note Purchase Agreement, dated April 5, 2011, among VUHI, Indiana Gas, SIGECO and VEDO and the purchasers named therein Vectrens Form 8-K dated April 8, 2011 1-15467 4.1 4(z) Note Purchase Agreement, dated November 15, 2011, among VUHI, Indiana Gas, SIGECO and VEDO and the purchasers named therein Vectrens Form 8-K dated November 17, 2011 1-15467 4.1 4(aa) Note Purchase Agreement, dated December 20, 2012, among VUHI, Indiana Gas, SIGECO and VEDO and the purchasers named therein Vectrens Form 8-K dated December 21, 2012 1-15467 4.1 4(bb) Note Purchase Agreement, dated August 22, 2013, among VUHI, Indiana Gas, SIGECO and VEDO and the purchasers named therein Vectrens Form 8-K dated August 22, 2013 1-15467 4.1 4(cc) Note Purchase Agreement, dated June 11, 2015, among VUHI, Indiana Gas, SIGECO and VEDO and the purchasers named therein Vectrens Form 8-K dated June 12, 2015 1-15467 4.1 4(dd) Note Purchase Agreement, dated June 11, 2015, between VCC, Vectren and each of the purchasers named therein Vectrens Form 8-K dated June 12, 2015 1-15467 4.2 4(ee) Bond Purchase and Covenants Agreement, dated September 14, 2017, between SIGECO and PNC Bank, National Association Vectrens Form 8-K dated September 25, 2017 1-15467 4.1 4(ff) Joinder and First Amendment to Bond Purchase and Covenants Agreement dated March 1, 2018 among SIGECO, the lenders party thereto and PNC Bank, National Association Vectrens Form 8-K dated May 3, 2018 1-15467 4.1 4(gg) Second Amendment to Bond Purchase and Covenants Agreement dated May 1, 2018 among SIGECO, the lenders party thereto and PNC Bank, National Association Vectrens Form 8-K dated May 3, 2018 1-15467 4.2 4(hh) Description of CenterPoint Energys Securities 4(ii) Description of Houston Electrics Securities 4(jj) Description of CERCs Securities *10(a) CenterPoint Energy, Inc. 1991 Benefit Restoration Plan, as amended and restated effective as of February 25, 2011 CenterPoint Energys 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 January1, 2008 CenterPoint Energys Form8-K dated December22, 2008 1-31447 10.1 *10(b)(2) First Amendment to Exhibit 10(b)(1), effective as of February 25, 2011 CenterPoint Energys Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 1-31447 10.4 *10(d)(1) Amended and Restated CenterPoint Energy, Inc. 1991 Savings Restoration Plan, effective as of January1, 2008 CenterPoint Energys Form8-K dated December22, 2008 1-31447 10.4 *10(d)(2) First Amendment to Exhibit 10(d)(1), effective as of February 25, 2011 CenterPoint Energys 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 January1, 2008 CenterPoint Energys Form8-K dated December22, 2008 1-31447 10.3 *10(e)(2) First Amendment to Exhibit 10(e)(1), effective as of February 25, 2011 CenterPoint Energys Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 1-31447 10.6 *10(e)(3) Second Amendment to Exhibit 10(b)(1), effective as of January 1, 2020 CenterPoint Energys Form 8-K dated December 9, 2019 1-31447 10.1 10(h) Summary of Certain Compensation Arrangements of the Executive Chairman of the Board *10(k)(2) First Amendment to Exhibit10(k)(1) effective as of January1, 2008 CenterPoint Energys Form8-K dated February 20, 2008 1-31447 10.4 *10(l)(1) CenterPoint Energy 2005 Deferred Compensation Plan, effective January1, 2008 CenterPoint Energys Form8-K dated February 20, 2008 1-31447 10.3 *10(l)(2) Amended and Restated CenterPoint Energy 2005 Deferred Compensation Plan, effective January1, 2009 CenterPoint Energys Form10-Q for the quarter ended September30, 2008 1-31447 10.1 *10(m) CenterPoint Energy Short Term Incentive Plan, as amended and restated effective January1, 2019 CenterPoint Energys Form 10-K for the year ended December 31, 2018 1-31447 10(m) *10(n)(1) Amended and Restated CenterPoint Energy Stock Plan for Outside Directors CenterPoint Energys Form10-Q for the quarter ended March 31, 2018 1-31447 10.1 *10(n)(2) First Amendment to Exhibit 10(n)(1), dated as of February 19, 2020 10(p)(1) Amended and Restated HL&P Executive Incentive Compensation Plan effective as of January1, 1985 CenterPoint Energys Form10-Q for the quarter ended September30, 2008 1-31447 10.2 10(p)(2) First Amendment to Exhibit 10(p)(1) effective as of January1, 2008 CenterPoint Energys Form10-Q for the quarter ended September30, 2008 1-31447 10.3 *10(q)(1) CenterPoint Energy, Inc. 2009 Long Term Incentive Plan CenterPoint Energys Schedule 14A dated March 13, 2009 1-31447 A *10(q)(2) Form of Performance Award Agreement for 20XX - 20XX Performance Cycle under Exhibit 10(q)(1) *10(q)(3) Form of Performance Award Agreement for Executive Chairman 20XX - 20XX Performance Cycle under Exhibit 10(q)(1) CenterPoint Energys Form10-Q for the quarter ended March 31, 2018 1-31447 10.4 *10(q)(4) Form of Restricted Stock Unit Award Agreement (With Performance Goal) underExhibit 10(q)(1) CenterPoint Energys Form8-K dated February 28, 2012 1-31447 10.2 *10(q)(5) Form of Restricted Stock Unit Award Agreement (Service-Based Vesting) under Exhibit 10(q)(1) *10(q)(6) Form of Restricted Stock Unit Award Agreement (Retention, Service-Based Vesting) under Exhibit 10(q)(1) *10(q)(7) Form of Executive Chairman Restricted Stock Unit Award Agreement (Service-Based Vesting) under Exhibit 10(q)(1) CenterPoint Energys Form10-Q for the quarter ended March 31, 2018 1-31447 10.7 10(r) Summary of Non-Employee Director Compensation 10(s) Summary of Senior Executive Officer Compensation *10(t) Change in Control Plan CenterPoint Energys Form 8-K dated April 27, 2017 1-31447 10.1 *10(u) Omnibus Amendment to CenterPoint Energy, Inc. Benefit Plans, dated May 23, 2013 CenterPoint Energys Form 10-K for the year ended December 31, 2013 1-31447 10(zz) *10(w) Vectren Corporation Non-Qualified Deferred Compensation Plan, effective January 1, 2005 Vectrens Form 8-K dated September 29, 2008 1-15467 10.3 *10(x) Vectren Nonqualified Defined Benefit Restoration Plan, as amended and restated effective January 1, 2005 Vectrens Form 8-K dated December 17, 2008 1-15467 10.2 *10(y) Vectren specimen change in control agreement dated December 31, 2011 Vectrens Form 8-K dated January 5, 2012 1-15467 10.1 *10(z) Amendment Number One to the Vectren specimen change in control agreement dated December 31, 2012 Vectrens Form 10-K for the year end December 31, 2012 1-15467 10.1 *10(aa) Vectren Unfunded Supplemental Retirement Plan for a Select Group of Management Employees (As Amended and Restated Effective January 1, 2005) Vectrens Form 8-K dated December 17, 2008 1-15467 10.1 *10(bb) Vectren Specimen Waiver, effective October 3, 2013, to the Vectren Unfunded Supplemental Retirement Plan for a Select Group of Management Employees Vectrens Form 10-Q for the quarter ended September 30, 2013 1-15467 10.1 10(cc) Master Formation Agreement, dated as of March 14, 2013, among CenterPoint Energy, OGE, Bronco Midstream Holdings, LLC and Bronco Midstream Holdings II, LLC CenterPoint Energys Form 8-K dated March 14, 2013 1-31447 2.1 10(dd) Fifth Amended and Restated Agreement of Limited Partnership of Enable Midstream Partners, LP, dated November 14, 2017 CenterPoint Energys Form 8-K dated November 14, 2017 1-31447 10.1 10(ee) Third Amended and Restated Limited Liability Company Agreement of Enable GP, LLC dated June 22, 2016 CenterPoint Energys Form 8-K dated June 22, 2016 1-31447 10.2 10(ff) Registration Rights Agreement dated as of May 1, 2013 by and among CenterPoint Energy Field Services (CEFS), CERC Corp., OGE Enogex Holdings LLC, and Enogex Holdings LLC CenterPoint Energys Form 8-K dated May 1, 2013 1-31447 10.3 10(gg) Omnibus Agreement dated as of May 1, 2013 among CenterPoint Energy, OGE, Enogex Holdings LLC and CEFS CenterPoint Energys Form 8-K dated May 1, 2013 1-31447 10.4 10(hh) Indenture, dated as of May 27, 2014, between Enable Midstream Partners, LP and U.S. Bank National Association, as trustee CERCs Form 8-K dated May 27, 2014 1-13265 10.1 10(ii) First Supplemental Indenture, dated as of May 27, 2014, among Enable Midstream Partners, LP, CenterPoint Energy Resources Corp., as guarantor, and U.S. Bank National Association, as trustee CERCs Form 8-K dated May 27, 2014 1-13265 10.2 10(jj) Registration Rights Agreement, dated as of May 27, 2014, by and among Enable Midstream Partners, LP, CenterPoint Energy Resources Corp., as guarantor, and RBS Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, and RBC Capital Markets, LLC, as representatives of the initial purchasers CERCs Form 8-K dated May 27, 2014 1-13265 10.3 10(kk) Purchase Agreement dated January 28, 2016, by and between Enable Midstream Partners, LP and CenterPoint Energy, Inc. CenterPoint Energys Form 8-K dated January 28, 2016 1-31447 10.1 10(ll) Registration Rights Agreement dated as of February 18, 2016 by and between Enable Midstream Partners, LP and CenterPoint Energy, Inc. CenterPoint Energys Form 8-K dated February 18, 2016 1-31447 10.2 10(mm) Commitment Letter, dated as of April 21, 2018, by Goldman Sachs Bank USA and Morgan Stanley Senior Funding, Inc. to CenterPoint Energy, Inc. CenterPoint Energys Form 8-K dated April 21, 2018 1-31447 10.1 21 Subsidiaries of CenterPoint Energy 23.1 Consent of Deloitte& Touche LLP 23.2 Consent of Deloitte& Touche LLP, Independent Registered Public Accounting Firm of Enable Midstream Partners, LP 31.1.1 Rule13a-14(a)/15d-14(a) Certification of John W. Somerhalder II 31.1.2 Rule13a-14(a)/15d-14(a) Certification of John W. Somerhalder II 31.1.3 Rule13a-14(a)/15d-14(a) Certification of John W. Somerhalder II 31.2.1 Rule13a-14(a)/15d-14(a) Certification of Xia Liu 31.2.2 Rule13a-14(a)/15d-14(a) Certification of Xia Liu 31.2.3 Rule13a-14(a)/15d-14(a) Certification of Xia Liu 32.1.1 Section1350 Certification of John W. Somerhalder II 32.1.2 Section1350 Certification of John W. Somerhalder II 32.1.3 Section1350 Certification of John W. Somerhalder II 32.2.1 Section1350 Certification of Xia Liu 32.2.2 Section1350 Certification of Xia Liu 32.2.3 Section1350 Certification of Xia Liu