8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 8, 2018

 

 

CENTERPOINT ENERGY, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Texas   1-31447   74-0694415

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

1111 Louisiana

Houston, Texas

  77002
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (713) 207-1111

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

Emerging Growth Company  ☐

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.  ☐

 

 

 


Item 2.02.

Results of Operations and Financial Conditions.

On November 8, 2018, CenterPoint Energy, Inc. (“CenterPoint Energy”) reported third quarter 2018 earnings. For additional information regarding CenterPoint Energy’s third quarter 2018 earnings, please refer to CenterPoint Energy’s press release attached to this report as Exhibit 99.1 (the “Press Release”), which Press Release is incorporated by reference herein.

 

Item 7.01.

Regulation FD Disclosure.

CenterPoint Energy is holding a conference call to discuss its third quarter 2018 earnings on November 8, 2018. Information about the call can be found in the Press Release furnished herewith as Exhibit 99.1. For additional information regarding CenterPoint Energy’s third quarter 2018 earnings, please refer to the supplemental materials which are being posted on CenterPoint Energy’s website and are attached to this report as Exhibit 99.2 (the “Supplemental Materials”), which Supplemental Materials are incorporated by reference herein.

 

Item 9.01.

Financial Statements and Exhibits.

The information in the Press Release and the Supplemental Materials is being furnished, not filed, pursuant to Items 2.02 and 7.01, respectively. Accordingly, the information in the Press Release and the Supplemental Materials will not be incorporated by reference into any registration statement filed by CenterPoint Energy under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

(d) Exhibits.

 

EXHIBIT

NUMBER

  

EXHIBIT DESCRIPTION

99.1

   Press Release issued November 8, 2018 regarding CenterPoint Energy, Inc.’s third quarter 2018 earnings

99.2

   Supplemental Materials regarding CenterPoint Energy, Inc.’s third quarter 2018 earnings


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    CENTERPOINT ENERGY, INC.
Date: November 8, 2018     By:     /s/ Kristie L. Colvin
      Kristie L. Colvin
      Senior Vice President and Chief Accounting Officer
EX-99.1

Exhibit 99.1

 

LOGO         

For more information contact

Media:

Leticia Lowe

Phone    713.207.7702

Investors:

David Mordy

Phone    713.207.6500

For Immediate Release

 

CenterPoint Energy reports third quarter 2018 earnings of $0.35 per diluted

share; $0.39 earnings per diluted share on a guidance basis, excluding

impacts associated with the pending merger with Vectren

Company anticipates achieving the high end of its $1.50-$1.60 2018 EPS guidance range,

excluding impacts associated with the pending merger with Vectren

Houston—Nov. 8, 2018—CenterPoint Energy, Inc. (NYSE: CNP) today reported net income available to common shareholders of $153 million, or $0.35 per diluted share, for the third quarter of 2018, compared with $169 million, or $0.39 per diluted share for the third quarter of 2017. On a guidance basis, and excluding impacts associated with the pending merger with Vectren, third quarter 2018 earnings were $0.39 per diluted share, consisting of $0.25 from utility operations and $0.14 from midstream investments. Third quarter 2017 earnings on a guidance basis were $0.38 per diluted share, consisting of $0.28 from utility operations and $0.10 from midstream investments.

Operating income for the third quarter of 2018 was $226 million, compared with $297 million in the third quarter of 2017. For the third quarter of 2017 operating income was increased and other income decreased by $18 million in accordance with the retrospective adoption earlier this year of the accounting standard for compensation-retirement benefits (ASU 2017-07). Equity income from midstream investments was $81 million for the third quarter of 2018, compared with $68 million for the third quarter of 2017.

“Our businesses performed well this quarter, in line with our expectations, and we remain on track to achieve the high end of our EPS guidance range,” said Scott M. Prochazka, president and chief executive officer of CenterPoint Energy. “In addition, the remaining approvals required for our pending merger with Vectren are on schedule, and we expect the transaction to be completed in the first quarter of 2019.”

Business Segments

Electric Transmission & Distribution

The electric transmission & distribution segment reported operating income of $227 million for the third quarter of 2018, consisting of $214 million from the regulated electric transmission & distribution utility operations (TDU) and $13 million related to securitization bonds. Operating income for the third quarter of 2017 was $254 million, consisting of $236 million from the TDU and $18 million related to securitization bonds.

 

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Operating income for the TDU benefited primarily from rate relief, customer growth and higher equity return related to the annual true-up of transition charges. These benefits were more than offset by higher operation and maintenance expenses, lower revenues reflecting the lower federal income tax rate due to the Tax Cuts and Jobs Act (TCJA), and higher depreciation and amortization expense.

The retrospective adoption of ASU 2017-07 resulted in an increase to TDU operating income and a corresponding decrease to other income of $7 million for the third quarter of 2017.

Natural Gas Distribution

The natural gas distribution segment reported operating income of $3 million for the third quarter of 2018, compared with $25 million for the third quarter of 2017. Operating income benefited from rate relief and weather and usage, driven by the timing of a decoupling mechanism in Minnesota. These increases were more than offset by higher operation and maintenance expenses, higher depreciation and amortization expense and lower revenues reflecting the lower federal income tax rate due to the TCJA.

The retrospective adoption of ASU 2017-07 resulted in an increase to natural gas distribution operating income and a corresponding decrease to other income of $5 million for the third quarter of 2017.

Energy Services

The energy services segment reported an operating loss of $9 million for the third quarter of 2018, which included a mark-to-market gain of $1 million, compared with operating income of $7 million for the third quarter of 2017, which included a mark-to-market gain of $2 million. Excluding mark-to-market adjustments, the operating loss was $10 million for the third quarter of 2018 compared with operating income of $5 million for the third quarter of 2017. Operating income decreased due to lower margin, resulting from reduced opportunities to optimize natural gas supply costs and timing impacts related to natural gas storage activity, and higher operation and maintenance expense. Energy Services remain on track to achieve their core operating income target of $70-$80 million for 2018.

Midstream Investments

The midstream investments segment reported $81 million of equity income for the third quarter of 2018, compared with $68 million in the third quarter of 2017.

Other Operations

The other operations segment reported operating income of $5 million for the third quarter of 2018, compared with operating income of $11 million in the third quarter of 2017. This decrease is primarily due to costs related to the pending merger with Vectren.

 

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Earnings Outlook

CenterPoint Energy anticipates achieving the high end of the $1.50-$1.60 EPS guidance range for 2018, excluding impacts associated with the pending merger with Vectren. These impacts include integration planning and transaction-related fees and expenses. In addition, the company has issued $5.2 billion of debt and equity securities to fund the pending merger with Vectren. Therefore, 2018 is expected to have higher net interest expense and a higher common stock share count, the effects of which are not included in the 2018 EPS guidance range set forth above. This guidance is inclusive of Enable’s 2018 net income guidance. The guidance range assumes ownership of 54.0 percent of the common units representing limited partner interests in Enable Midstream and includes the amortization of CenterPoint Energy’s basis differential in Enable Midstream and effective tax rates. CenterPoint Energy does not include other potential Enable Midstream impacts on guidance, such as any changes in accounting standards or unusual items.

The guidance range considers utility operations performance to date and certain significant variables that may impact earnings, such as weather, throughput, commodity prices, effective tax rates, financing activities (other than those to fund the pending merger with Vectren), and regulatory and judicial proceedings to include regulatory action as a result of recent tax reform legislation.

Utility operations EPS includes all earnings except those related to Midstream Investments (utility operations EPS includes the Enable Series A Preferred Units).

In providing this guidance, CenterPoint Energy uses a non-GAAP measure of adjusted diluted earnings per share that does not consider other potential impacts, such as changes in accounting standards or unusual items, earnings or losses from the change in the value of the ZENS securities and the related stocks, or the timing effects of mark-to-market accounting in the company’s energy services business. CenterPoint Energy’s guidance does not currently reflect impacts associated with the pending merger with Vectren.

 

3


     Quarter Ended  
     September 30, 2018     September 30, 2017  
     Net Income
(in millions)
    Diluted
EPS
    Net Income
(in millions)
    Diluted
EPS
 

Consolidated net income and diluted EPS as reported

   $ 153     $ 0.35     $ 169     $ 0.39  

Midstream Investments

     (60     (0.14     (42     (0.10
  

 

 

   

 

 

   

 

 

   

 

 

 

Utility Operations (1)

     93       0.21       127       0.29  
  

 

 

   

 

 

   

 

 

   

 

 

 

Timing effects impacting CES(2):

        

Mark-to-market gains (net of taxes of $0 and $1)(3)

     (1     —         (1     —    

ZENS-related mark-to-market (gains) losses:

        

Marketable securities (net of taxes of $9 and $13) (3)(4)

     (34     (0.08     (24     (0.06

Indexed debt securities (net of taxes of $10 and $13) (3)

     34       0.08       23       0.05  
  

 

 

   

 

 

   

 

 

   

 

 

 

Utility operations earnings on an adjusted guidance basis

   $ 92     $ 0.21     $ 125     $ 0.28  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted net income and adjusted diluted EPS used in providing earnings guidance:

        

Utility Operations on a guidance basis

   $ 92     $ 0.21     $ 125     $ 0.28  

Midstream Investments

     60       0.14       42       0.10  
  

 

 

   

 

 

   

 

 

   

 

 

 

Consolidated on a guidance basis

   $ 152     $ 0.35     $ 167     $ 0.38  
  

 

 

   

 

 

   

 

 

   

 

 

 

Impacts associated with the Vectren merger (net of taxes of $2) (3)

     18       0.04       —         —    

Utility Operations on a guidance basis, excluding impacts associated with the Vectren merger

   $ 110     $ 0.25     $ 125     $ 0.28  

Midstream Investments

     60       0.14       42       0.10  
  

 

 

   

 

 

   

 

 

   

 

 

 

Consolidated on a guidance basis, excluding impacts associated with the Vectren merger

   $ 170     $ 0.39     $ 167     $ 0.38  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) 

CenterPoint earnings excluding Midstream Investments

(2) 

Energy Services segment

(3) 

Taxes are computed based on the impact removing such item would have on tax expense

(4) 

As of June 14, 2018, comprised of AT&T Inc. and Charter Communications, Inc. Prior to June 14, 2018, comprised of Time Warner Inc. and Charter Communications, Inc.

Results prior to January 31, 2018 also included Time Inc.

 

4


Filing of Form 10-Q for CenterPoint Energy, Inc.

Today, CenterPoint Energy, Inc. filed with the Securities and Exchange Commission (SEC) its Quarterly Report on Form 10-Q for the period ended September 30, 2018. A copy of that report is available on the company’s website, under the Investors section. Other filings the company makes with the SEC and certain documents relating to its corporate governance can also be found under the Investors section.

Webcast of Earnings Conference Call

CenterPoint Energy’s management will host an earnings conference call on Thursday, November 8, 2018, at 10:00 a.m. Central time/11:00 a.m. Eastern time. Interested parties may listen to a live audio broadcast of the conference call on the company’s website under the Investors section. A replay of the call can be accessed approximately two hours after the completion of the call and will be archived on the website for at least one year.

CenterPoint Energy, Inc., headquartered in Houston, Texas, is a domestic energy delivery company that includes electric transmission & distribution, natural gas distribution and energy services operations. The company serves more than five million metered customers primarily in Arkansas, Louisiana, Minnesota, Mississippi, Oklahoma and Texas. The company also owns 54.0 percent of the common units representing limited partner interests in Enable Midstream Partners, a publicly traded master limited partnership it jointly controls with OGE Energy Corp. Enable Midstream Partners owns, operates and develops natural gas and crude oil infrastructure assets. With more than 8,000 employees, CenterPoint Energy and its predecessor companies have been in business for more than 150 years. For more information, go to www.CenterPointEnergy.com.

This news release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based upon assumptions of management which are believed to be reasonable at the time made and are subject to significant risks and uncertainties. Actual events and results may differ materially from those expressed or implied by these forward-looking statements. Any statements in this news release regarding future earnings, and future financial performance and results of operations, including, but not limited to earnings guidance, targeted dividend growth rate and any other statements that are not historical facts are forward-looking statements. Each forward-looking statement contained in this news release speaks only as of the date of this release.

Risks Related to CenterPoint Energy

Important factors that could cause actual results to differ materially from those indicated by the provided forward-looking information include risks and uncertainties relating to: (1) the performance of Enable Midstream Partners, LP (Enable), the amount of cash distributions CenterPoint Energy receives from Enable, Enable’s ability to redeem the Series A Preferred Units in certain circumstances and the value of CenterPoint Energy’s interest in Enable, and factors that may have a material impact on such performance, cash distributions and value, including factors such as: (A) competitive conditions in the midstream industry, and actions taken by Enable’s customers and competitors, including the extent and timing of the entry of additional competition in the markets served by Enable; (B) the timing and extent of changes in the supply of natural gas and associated commodity prices, particularly prices of natural gas and natural gas liquids (NGLs), the competitive effects of the available pipeline capacity in the regions served by Enable, and the effects of geographic and seasonal commodity price differentials, including the effects of these circumstances on re-contracting available capacity on Enable’s interstate pipelines; (C) the demand for crude oil, natural gas, NGLs and transportation and storage services; (D) environmental and other governmental regulations, including the availability of drilling permits and the regulation of hydraulic fracturing; (E) recording of non-cash goodwill, long-lived asset or other than temporary impairment charges by or related to Enable; (F) changes in tax status; (G) access to debt and equity capital; and (H) the availability and prices of raw materials and services for current and future construction projects; (2) industrial, commercial and residential growth in CenterPoint Energy’s service territories and changes in market demand, including the demand for CenterPoint Energy’s non-rate regulated products and services and effects of energy efficiency measures and demographic patterns; (3) timely and appropriate rate actions that allow recovery of costs and a reasonable return on investment; (4) future economic conditions in regional and national markets and their effect on sales, prices and costs; (5) weather variations and other natural phenomena, including the impact of severe weather

 

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events on operations and capital; (6) state and federal legislative and regulatory actions or developments affecting various aspects of CenterPoint Energy’s and Enable’s 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; (7) CenterPoint Energy’s expected timing, likelihood and benefits of completion of CenterPoint Energy’s pending merger with Vectren Corporation (Vectren), including the timing, receipt and terms and conditions of any required approvals by regulatory agencies that could reduce anticipated benefits or cause the parties to delay or abandon the pending transactions, as well as the ability to successfully integrate the businesses and realize anticipated benefits and the risk that the credit ratings of the combined company or its subsidiaries may be different from what CenterPoint Energy expects; (8) tax legislation, including the effects of the comprehensive tax reform legislation informally referred to as the Tax Cuts and Jobs Act (which includes any potential changes to interest deductibility) and uncertainties involving state commissions’ and local municipalities’ regulatory requirements and determinations regarding the treatment of excess deferred income taxes and CenterPoint Energy’s rates; (9) CenterPoint Energy’s ability to mitigate weather impacts through normalization or rate mechanisms, and the effectiveness of such mechanisms; (10) the timing and extent of changes in commodity prices, particularly natural gas, and the effects of geographic and seasonal commodity price differentials; (11) actions by credit rating agencies, including any potential downgrades to credit ratings; (12) changes in interest rates and their impact on CenterPoint Energy’s costs of borrowing and the valuation of its pension benefit obligation; (13) problems with regulatory approval, construction, implementation of necessary technology or other issues with respect to major capital projects that result in delays or in cost overruns that cannot be recouped in rates; (14) local, state and federal legislative and regulatory actions or developments relating to the environment, including those related to global climate change; (15) the impact of unplanned facility outages; (16) any direct or indirect effects on CenterPoint Energy’s or Enable’s facilities, operations and financial condition resulting from terrorism, cyber-attacks, data security breaches or other attempts to disrupt CenterPoint Energy’s businesses or the businesses of third parties, or other catastrophic events such as fires, earthquakes, explosions, leaks, floods, droughts, hurricanes, pandemic health events or other occurrences; (17) CenterPoint Energy’s ability to invest planned capital and the timely recovery of CenterPoint Energy’s investments; (18) CenterPoint Energy’s ability to control operation and maintenance costs; (19) the sufficiency of CenterPoint Energy’s insurance coverage, including availability, cost, coverage and terms and ability to recover claims; (20) the investment performance of CenterPoint Energy’s pension and postretirement benefit plans; (21) commercial bank and financial market conditions, CenterPoint Energy’s access to capital, the cost of such capital, and the results of CenterPoint Energy’s financing and refinancing efforts, including availability of funds in the debt capital markets; (22) changes in rates of inflation; (23) inability of various counterparties to meet their obligations to CenterPoint Energy; (24) non-payment for CenterPoint Energy’s services due to financial distress of its customers; (25) the extent and effectiveness of CenterPoint Energy’s risk management and hedging activities, including but not limited to, its financial and weather hedges and commodity risk management activities; (26) timely and appropriate regulatory actions, which include actions allowing securitization, for any future hurricanes or natural disasters or other recovery of costs, including costs associated with Hurricane Harvey; (27) CenterPoint Energy’s or Enable’s potential business strategies and strategic initiatives, including restructurings, joint ventures and acquisitions or dispositions of assets or businesses (including a reduction of interests in Enable, if any, whether through CenterPoint Energy’s decision to sell all or a portion of the Enable common units it owns in the public equity markets or otherwise, subject to certain limitations), which CenterPoint Energy cannot assure will be completed or will have the anticipated benefits to CenterPoint Energy or Enable; (28) acquisition and merger activities involving CenterPoint Energy or its competitors, including the ability to successfully complete merger, acquisition or divestiture plans; (29) CenterPoint Energy’s or Enable’s ability to recruit, effectively transition and retain management and key employees and maintain good labor relations; (30) the outcome of litigation; (31) the ability of retail electric providers (REPs), including REP affiliates of NRG and Vistra Energy Corp., formerly known as TCEH Corp., to satisfy their obligations to CenterPoint Energy and its subsidiaries; (32) the ability of GenOn Energy, Inc. (formerly known as RRI Energy, Inc., Reliant Energy and RRI), a wholly-owned subsidiary of NRG Energy, Inc. (NRG), and its subsidiaries, currently the subject of bankruptcy proceedings, to satisfy their obligations to CenterPoint Energy, including indemnity obligations, which may be contested by GenOn; (33) changes in technology, particularly with respect to efficient battery storage or the emergence or growth of new, developing or alternative sources of generation; (34) the timing and outcome of any audits, disputes and other proceedings related to taxes; (35) the effective tax rates; (36) the effect of changes in and application of accounting standards and pronouncements; and (37) other factors discussed in CenterPoint Energy’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, CenterPoint Energy’s Quarterly Report on Form 10-Q for the quarters ended March 31, 2018, June 30, 2018 and September 30, 2018 and other reports CenterPoint Energy or its subsidiaries may file from time to time with the Securities and Exchange Commission.

Risks Related to the Merger

Important factors that could cause actual results to differ materially from those indicated by the provided forward-looking information include risks and uncertainties relating to: (1) the risk that CenterPoint Energy or Vectren may be unable to obtain regulatory approvals required for the proposed transactions, or that required regulatory approvals or agreements with other parties interested therein may delay the proposed transactions or may be subject to or impose adverse conditions or costs, (2) the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed transactions or could otherwise cause the failure of the proposed transactions to close, (3) the risk that a condition to the closing of the proposed transactions may not be satisfied, (4) the outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted relating to the proposed transactions, (5) the receipt of an unsolicited offer from another party to acquire assets or capital stock of Vectren that could interfere with the proposed transactions, (6) the timing to consummate the proposed transactions, (7) the costs incurred to consummate the proposed transactions, (8) the possibility that the expected cost savings,

 

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synergies or other value creation from the proposed transactions will not be realized, or will not be realized within the expected time period, (9) the risk that the companies may not realize fair values from properties that may be required to be sold in connection with the merger, (10) the credit ratings of the companies following the proposed transactions, (11) disruption from the proposed transactions making it more difficult to maintain relationships with customers, employees, regulators or suppliers, and (12) the diversion of management time and attention on the proposed transactions.

Use of Non-GAAP Financial Measures by CenterPoint Energy in Providing Guidance

In addition to presenting its financial results in accordance with generally accepted accounting principles (GAAP), including presentation of net income and diluted earnings per share, CenterPoint Energy also provides guidance based on adjusted net income and adjusted diluted earnings per share, which are non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company’s historical or future financial performance that excludes or includes amounts that are not normally excluded or included in the most directly comparable GAAP financial measure. CenterPoint Energy’s adjusted net income and adjusted diluted earnings per share calculation excludes from net income and diluted earnings per share, respectively, the impact of ZENS and related securities and mark-to-market gains or losses resulting from the company’s Energy Services business. CenterPoint Energy’s guidance does not currently reflect impacts associated with the pending merger with Vectren. CenterPoint Energy is unable to present a quantitative reconciliation of forward looking adjusted net income and adjusted diluted earnings per share because changes in the value of ZENS and related securities and mark-to-market gains or losses resulting from the company’s Energy Services business are not estimable.

Management evaluates the company’s financial performance in part based on adjusted net income and adjusted diluted earnings per share. We believe that presenting these non-GAAP financial measures enhances an investor’s understanding of CenterPoint Energy’s overall financial performance by providing them with an additional meaningful and relevant comparison of current and anticipated future results across periods. The adjustments made in these non-GAAP financial measures exclude items that Management believes does not most accurately reflect the company’s fundamental business performance. These excluded items are reflected in the reconciliation tables of this news release, where applicable. CenterPoint Energy’s adjusted net income and adjusted diluted earnings per share non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, or superior to, net income and diluted earnings per share, which respectively are the most directly comparable GAAP financial measures. These non-GAAP financial measures also may be different than non-GAAP financial measures used by other companies.

###

 

7


CenterPoint Energy, Inc. and Subsidiaries

Statements of Consolidated Income

(Millions of Dollars)

(Unaudited)

 

     Quarter Ended
September 30,
    Nine Months Ended
September 30,
 
     2018     2017 (1)     2018     2017 (1)  

Revenues:

        

Utility revenues

   $ 1,299     $ 1,233     $ 4,534     $ 4,001  

Non-utility revenues

     913       865       3,019       2,975  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

     2,212       2,098       7,553       6,976  
  

 

 

   

 

 

   

 

 

   

 

 

 

Expenses:

        

Utility natural gas

     134       106       959       706  

Non-utility natural gas

     864       832       2,927       2,843  

Operation and maintenance

     567       501       1,714       1,562  

Depreciation and amortization

     326       269       982       749  

Taxes other than income taxes

     95       93       307       288  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

     1,986       1,801       6,889       6,148  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating Income

     226       297       664       828  
  

 

 

   

 

 

   

 

 

   

 

 

 

Other Income (Expense):

        

Gain on marketable securities

     43       37       66       104  

Loss on indexed debt securities

     (44     (36     (316     (59

Interest and other finance charges

     (90     (80     (259     (235

Interest on securitization bonds

     (16     (18     (46     (58

Equity in earnings of unconsolidated affiliates

     81       68       208       199  

Other - net

     9       (1     16       (2
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

     (17     (30     (331     (51
  

 

 

   

 

 

   

 

 

   

 

 

 

Income Before Income Taxes

     209       267       333       777  

Income Tax Expense

     51       98       85       281  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Income

     158       169       248       496  
  

 

 

   

 

 

   

 

 

   

 

 

 

Series A Preferred Dividend Requirement

     5       —         5       —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Income Available to Common Shareholders

   $ 153     $ 169     $ 243     $ 496  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)

Restated to reflect the adoption of ASU 2017-07.

Reference is made to the Combined Notes to Unaudited Condensed Consolidated Financial Statements

contained in the Quarterly Report on Form 10-Q of CenterPoint Energy, Inc.


CenterPoint Energy, Inc. and Subsidiaries

Selected Data From Statements of Consolidated Income

(Millions of Dollars, Except Share and Per Share Amounts)

(Unaudited)

 

     Quarter Ended
September 30,
     Nine Months Ended
September 30,
 
     2018     2017 (1)      2018     2017 (1)  

Basic Earnings Per Common Share

   $ 0.35     $ 0.39      $ 0.56     $ 1.15  
  

 

 

   

 

 

    

 

 

   

 

 

 

Diluted Earnings Per Common Share

   $ 0.35     $ 0.39      $ 0.56     $ 1.14  
  

 

 

   

 

 

    

 

 

   

 

 

 

Dividends Declared per Common Share

   $ 0.2775     $ 0.2675      $ 0.5550     $ 0.8025  

Dividends Paid per Common Share

   $ 0.2775     $ 0.2675      $ 0.8325     $ 0.8025  

Weighted Average Common Shares Outstanding (000):

         

- Basic

     431,554       431,026        431,437       430,939  

- Diluted

     434,891       434,086        434,774       433,999  

Operating Income (Loss) by Segment (1)

         

Electric Transmission & Distribution:

         

TDU

   $ 214     $ 236      $ 480     $ 453  

Bond Companies

     13       18        43       58  
  

 

 

   

 

 

    

 

 

   

 

 

 

Total Electric Transmission & Distribution

     227       254        523       511  

Natural Gas Distribution

     3       25        166       235  

Energy Services

     (9     7        (20     58  

Other Operations

     5       11        (5     24  
  

 

 

   

 

 

    

 

 

   

 

 

 

Total

   $ 226     $ 297      $ 664     $ 828  
  

 

 

   

 

 

    

 

 

   

 

 

 

 

(1)

Operating income for the three and nine months ended September 30, 2017 has been restated to reflect the adoption of ASU 2017-07.

Reference is made to the Combined Notes to Unaudited Condensed Consolidated Financial Statements

contained in the Quarterly Report on Form 10-Q of CenterPoint Energy, Inc.


CenterPoint Energy, Inc. and Subsidiaries

Results of Operations by Segment

(Millions of Dollars)

(Unaudited)

 

     Electric Transmission & Distribution  
     Quarter Ended           Nine Months Ended        
     September 30,     % Diff     September 30,     % Diff  
     2018     2017 (1)     Fav/(Unfav)     2018     2017 (1)     Fav/(Unfav)  

Results of Operations:

            

Revenues:

            

TDU

   $ 735     $ 729       1   $ 2,009     $ 1,944       3

Bond Companies

     162       114       42     493       290       70
  

 

 

   

 

 

     

 

 

   

 

 

   

Total

     897       843       6     2,502       2,234       12
  

 

 

   

 

 

     

 

 

   

 

 

   

Expenses:

            

Operation and maintenance, excluding Bond Companies

     367       337       (9 %)      1,056       1,018       (4 %) 

Depreciation and amortization, excluding Bond Companies

     95       97       2     293       296       1

Taxes other than income taxes

     59       59       —         180       177       (2 %) 

Bond Companies

     149       96       (55 %)      450       232       (94 %) 
  

 

 

   

 

 

     

 

 

   

 

 

   

Total

     670       589       (14 %)      1,979       1,723       (15 %) 
  

 

 

   

 

 

     

 

 

   

 

 

   

Operating Income

   $ 227     $ 254       (11 %)    $ 523     $ 511       2
  

 

 

   

 

 

     

 

 

   

 

 

   

Operating Income:

            

TDU

   $ 214     $ 236       (9 %)    $ 480     $ 453       6

Bond Companies

     13       18       (28 %)      43       58       (26 %) 
  

 

 

   

 

 

     

 

 

   

 

 

   

Total Segment Operating Income

   $ 227     $ 254       (11 %)    $ 523     $ 511       2
  

 

 

   

 

 

     

 

 

   

 

 

   

Electric Transmission & Distribution Operating Data:

        

Actual MWH Delivered

            

Residential

     10,554,656       10,419,309       1     24,486,317       23,511,716       4

Total

     27,014,925       26,452,650       2     70,346,601       67,956,180       4

Weather (average for service area):

            

Percentage of 10-year average:

            

Cooling degree days

     101     101     0     104     106     (2 %) 

Heating degree days

     0     0     0     95     42     53

Number of metered customers—end of period:

            

Residential

     2,188,211       2,156,624       1     2,188,211       2,156,624       1

Total

     2,475,018       2,435,558       2     2,475,018       2,435,558       2
     Natural Gas Distribution  
     Quarter Ended           Nine Months Ended        
     September 30,     % Diff     September 30,     % Diff  
     2018     2017 (1)     Fav/(Unfav)     2018     2017 (1)     Fav/(Unfav)  

Results of Operations:

            

Revenues

   $ 410     $ 398       3   $ 2,058     $ 1,791       15

Natural gas

     120       117       (3 %)      972       742       (31 %) 
  

 

 

   

 

 

     

 

 

   

 

 

   

Gross Margin

     290       281       3     1,086       1,049       4
  

 

 

   

 

 

     

 

 

   

 

 

   

Expenses:

            

Operation and maintenance

     183       157       (17 %)      592       516       (15 %) 

Depreciation and amortization

     73       66       (11 %)      210       194       (8 %) 

Taxes other than income taxes

     31       33       6     118       104       (13 %) 
  

 

 

   

 

 

     

 

 

   

 

 

   

Total

     287       256       (12 %)      920       814       (13 %) 
  

 

 

   

 

 

     

 

 

   

 

 

   

Operating Income

   $ 3     $ 25       (88 %)    $ 166     $ 235       (29 %) 
  

 

 

   

 

 

     

 

 

   

 

 

   

Natural Gas Distribution Operating Data:

            

Throughput data in BCF

            

Residential

     13       13             123       94       31

Commercial and Industrial

     53       50       6     208       189       10
  

 

 

   

 

 

     

 

 

   

 

 

   

Total Throughput

     66       63       5     331       283       17
  

 

 

   

 

 

     

 

 

   

 

 

   

Weather (average for service area)

            

Percentage of 10-year average:

            

Heating degree days

     119     60     59     103     73     30

Number of customers—end of period:

            

Residential

     3,205,916       3,179,284       1     3,205,916       3,179,284       1

Commercial and Industrial

     255,244       253,041       1     255,244       253,041       1
  

 

 

   

 

 

     

 

 

   

 

 

   

Total

     3,461,160       3,432,325       1     3,461,160       3,432,325       1
  

 

 

   

 

 

     

 

 

   

 

 

   

 

(1)

Results of operations have been restated to reflect the adoption of ASU 2017-07.

Reference is made to the Combined Notes to Unaudited Condensed Consolidated Financial Statements

contained in the Quarterly Report on Form 10-Q of CenterPoint Energy, Inc.


CenterPoint Energy, Inc. and Subsidiaries

Results of Operations by Segment

(Millions of Dollars)

(Unaudited)

 

     Energy Services  
     Quarter Ended           Nine Months Ended        
     September 30,     % Diff     September 30,     % Diff  
     2018     2017 (1)     Fav/(Unfav)     2018     2017 (1)     Fav/(Unfav)  

Results of Operations:

            

Revenues

   $ 920     $ 871       6   $ 3,065     $ 2,998       2

Natural gas

     897       839       (7 %)      2,998       2,865       (5 %) 
  

 

 

   

 

 

     

 

 

   

 

 

   

Gross Margin

     23       32       (28 %)      67       133       (50 %) 
  

 

 

   

 

 

     

 

 

   

 

 

   

Expenses:

            

Operation and maintenance

     28       22       (27 %)      74       65       (14 %) 

Depreciation and amortization

     4       3       (33 %)      12       9       (33 %) 

Taxes other than income taxes

     —         —         —         1       1       —    
  

 

 

   

 

 

     

 

 

   

 

 

   

Total

     32       25       (28 %)      87       75       (16 %) 
  

 

 

   

 

 

     

 

 

   

 

 

   

Operating Income (Loss)

   $ (9   $ 7       (229 %)    $ (20   $ 58       (134 %) 
  

 

 

   

 

 

     

 

 

   

 

 

   

Timing impacts of mark-to-market gain (loss)

   $ 1     $ 2       (50 %)    $ (71   $ 23       (409 %) 
  

 

 

   

 

 

     

 

 

   

 

 

   

Energy Services Operating Data:

            

Throughput data in BCF

     307       272       13     993       864       15
  

 

 

   

 

 

     

 

 

   

 

 

   

Number of customers—end of period

     30,000       31,000       (3 %)      30,000       31,000       (3 %) 
  

 

 

   

 

 

     

 

 

   

 

 

   
     Other Operations  
     Quarter Ended           Nine Months Ended        
     September 30,     % Diff     September 30,     % Diff  
     2018     2017 (1)     Fav/(Unfav)     2018     2017 (1)     Fav/(Unfav)  

Results of Operations:

            

Revenues

   $ 3     $ 4       (25 %)    $ 11     $ 11       —    

Expenses

     (2     (7     (71 %)      16       (13     (223 %) 
  

 

 

   

 

 

     

 

 

   

 

 

   

Operating Income (Loss)

   $ 5     $ 11       (55 %)    $ (5   $ 24       (121 %) 
  

 

 

   

 

 

     

 

 

   

 

 

   

Capital Expenditures by Segment

(Millions of Dollars)

(Unaudited)

 

 

 

     Quarter Ended           Nine Months Ended        
     September 30,           September 30,        
     2018     2017           2018     2017        

Capital Expenditures by Segment

            

Electric Transmission & Distribution

   $ 252     $ 192       $ 669     $ 616    

Natural Gas Distribution

     170       158         409       386    

Energy Services

     5       1         13       5    

Other Operations

     7       7         35       19    
  

 

 

   

 

 

     

 

 

   

 

 

   

Total

   $ 434     $ 358       $ 1,126     $ 1,026    
  

 

 

   

 

 

     

 

 

   

 

 

   

Interest Expense Detail

(Millions of Dollars)

(Unaudited)

 

 

 

     Quarter Ended           Nine Months Ended        
     September 30,           September 30,        
     2018     2017           2018     2017        

Interest Expense Detail

            

Amortization of Deferred Financing Cost

   $ 16     $ 6       $ 34     $ 17    

Capitalization of Interest Cost

     (2     (2       (6     (6  

Transition and System Restoration Bond Interest Expense

     16       18         46       58    

Other Interest Expense

     76       76         231       224    
  

 

 

   

 

 

     

 

 

   

 

 

   

Total Interest Expense

   $ 106     $ 98       $ 305     $ 293    
  

 

 

   

 

 

     

 

 

   

 

 

   

 

(1)

Results of operations have been restated to reflect the adoption of ASU 2017-07.

Reference is made to the Combined Notes to Unaudited Condensed Consolidated Financial Statements

contained in the Quarterly Report on Form 10-Q of CenterPoint Energy, Inc.


CenterPoint Energy, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Millions of Dollars)

(Unaudited)

 

     September 30,
2018
     December 31,
2017
 
ASSETS              

Current Assets:

     

Cash and cash equivalents

   $ 293      $ 260  

Other current assets

     2,433        3,135  
  

 

 

    

 

 

 

Total current assets

     2,726        3,395  
  

 

 

    

 

 

 

Property, Plant and Equipment, net

     13,653        13,057  
  

 

 

    

 

 

 

Other Assets:

     

Goodwill

     867        867  

Regulatory assets

     1,934        2,347  

Investment in unconsolidated affiliate

     2,457        2,472  

Preferred units – unconsolidated affiliate

     363        363  

Other non-current assets

     228        235  
  

 

 

    

 

 

 

Total other assets

     5,849        6,284  
  

 

 

    

 

 

 

Total Assets

   $ 22,228      $ 22,736  
  

 

 

    

 

 

 
LIABILITIES AND SHAREHOLDERS’ EQUITY              

Current Liabilities:

     

Short-term borrowings

   $ —        $ 39  

Current portion of securitization bonds long-term debt

     456        434  

Indexed debt

     25        122  

Current portion of other long-term debt

     50        50  

Other current liabilities

     2,050        2,424  
  

 

 

    

 

 

 

Total current liabilities

     2,581        3,069  
  

 

 

    

 

 

 

Other Liabilities:

     

Accumulated deferred income taxes, net

     3,220        3,174  

Regulatory liabilities

     2,506        2,464  

Other non-current liabilities

     1,161        1,146  
  

 

 

    

 

 

 

Total other liabilities

     6,887        6,784  
  

 

 

    

 

 

 

Long-term Debt:

     

Securitization bonds

     1,045        1,434  

Other

     6,207        6,761  
  

 

 

    

 

 

 

Total long-term debt

     7,252        8,195  
  

 

 

    

 

 

 

Shareholders’ Equity

     5,508        4,688  
  

 

 

    

 

 

 

Total Liabilities and Shareholders’ Equity

   $ 22,228      $ 22,736  
  

 

 

    

 

 

 

Reference is made to the Combined Notes to Unaudited Condensed Consolidated Financial Statements

contained in the Quarterly Report on Form 10-Q of CenterPoint Energy, Inc.


CenterPoint Energy, Inc. and Subsidiaries

Condensed Statements of Consolidated Cash Flows

(Millions of Dollars)

(Unaudited)

 

     Nine Months Ended September 30,  
     2018     2017 (1)  

Cash Flows from Operating Activities:

    

Net income

   $ 248     $ 496  

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation and amortization

     1,016       767  

Deferred income taxes

     33       185  

Write-down of natural gas inventory

     2       —    

Equity in earnings of unconsolidated affiliate, net of distributions

     (15     (199

Changes in net regulatory assets

     44       (135

Changes in other assets and liabilities

     341       (102

Other, net

     10       16  
  

 

 

   

 

 

 

Net Cash Provided by Operating Activities

     1,679       1,028  

Net Cash Used in Investing Activities

     (674     (897

Net Cash Used in Financing Activities

     (970     (279
  

 

 

   

 

 

 

Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash

     35       (148

Cash, Cash Equivalents and Restricted Cash at Beginning of Period

     296       381  
  

 

 

   

 

 

 

Cash, Cash Equivalents and Restricted Cash at End of Period

   $ 331     $ 233  
  

 

 

   

 

 

 

 

(1)

Restated to reflect the adoption of ASU 2016-15 and 2016-18.

Reference is made to the Combined Notes to Unaudited Condensed Consolidated Financial Statements

contained in the Quarterly Report on Form 10-Q of CenterPoint Energy, Inc.

EX-99.2

Slide 1

3rd QUARTER 2018 INVESTOR CALL November 8, 2018 Exhibit 99.2


Slide 2

This presentation and the oral statements made in connection herewith contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact included in this presentation and the oral statements made in connection herewith are forward-looking statements made in good faith by CenterPoint Energy, Inc. (“CenterPoint Energy” or the “Company”) and are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995, including statements concerning CenterPoint Energy’s expectations, beliefs, plans, objectives, goals, strategies, future operations, events, financial position, earnings, growth, costs, prospects, capital investments or performance or underlying assumptions (including future regulatory filings and recovery, liquidity, capital resources, balance sheet, cash flow, capital investments and management, financing costs and rate base or customer growth) and other statements that are not historical facts. You should not place undue reliance on forward-looking statements. Actual results may differ materially from those expressed or implied by these statements. You can generally identify our 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 absence of these words, however, does not mean that the statements are not forward-looking. Examples of forward-looking statements in this presentation include statements about our intentions with respect to our pending acquisition of Vectren Corporation (“Vectren”) (the “Merger”) (including potential commercial opportunities and cost savings, the anticipated transaction timeline and the anticipated sources of funds for the remaining Merger consideration), Enable Midstream Partners, LP’s (“Enable”) anticipated achievement of its 2018 Net Income Attributable to Common Units guidance and its forecasted 2019 Net Income Attributable to Common Units guidance, our growth and guidance (including earnings, dividend and core operating income growth and expected momentum of commercial businesses), future financing plans (including no issuances of equity in 2019 or 2020 anticipated and potential bank refinancing related to CenterPoint Energy Midstream), capital resources and expenditures (including expected increases to rate base investment relative to the previous five-year plan, pipe replacement and customer growth), our anticipated regulatory filings and projections (including the Freeport Master Plan Project), Energy Services’s guidance operating income target for 2018 and anticipated topics for the Q4 2018 earnings call, among other statements. We have based our forward-looking statements on our management’s beliefs and assumptions based on information currently available to our management at the time the statements are made. We caution you that assumptions, beliefs, expectations, intentions, and projections about future events may and often do vary materially from actual results. Therefore, we cannot assure you that actual results will not differ materially from those expressed or implied by our forward-looking statements. Risks Related to the Merger Important factors that could cause actual results to differ materially from those indicated by the provided forward-looking information include risks and uncertainties relating to: (1) the risk that CenterPoint Energy or Vectren may be unable to obtain regulatory approvals required for the proposed transactions, or that required regulatory approvals or agreements with other parties interested therein may delay the proposed transactions or may be subject to or impose adverse conditions or costs, (2) the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed transactions or could otherwise cause the failure of the proposed transactions to close, (3) the risk that a condition to the closing of the proposed transactions may not be satisfied, (4) the outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted relating to the proposed transactions, (5) the receipt of an unsolicited offer from another party to acquire assets or capital stock of Vectren that could interfere with the proposed transactions, (6) the timing to consummate the proposed transactions, (7) the costs incurred to consummate the proposed transactions, (8) the possibility that the expected cost savings, synergies or other value creation from the proposed transactions will not be realized, or will not be realized within the expected time period, (9) the risk that the companies may not realize fair values from properties that may be required to be sold in connection with the merger, (10) the credit ratings of the companies following the proposed transactions, (11) disruption from the proposed transactions making it more difficult to maintain relationships with customers, employees, regulators or suppliers and (12) the diversion of management time and attention on the proposed transactions. The foregoing list of factors is not all inclusive because it is not possible to predict all factors. Some of the factors that could cause actual results to differ from those expressed or implied by our forward-looking statements include but are not limited to the timing and impact of future regulatory, legislative and IRS decisions, financial market conditions, future market conditions, economic and employment conditions, customer growth, Enable’s performance and ability to pay distributions and other factors described in CenterPoint Energy’s Form 10-K for the year ended December 31, 2017 under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Certain Factors Affecting Future Earnings,” CenterPoint Energy’s Form 10-Q for the quarter ended March 31, 2018 under “Risk Factors” and in other filings with the Securities and Exchange Commission (“SEC”) by the Company, which can be found at www.centerpointenergy.com on the Investor Relations page or on the SEC’s website at www.sec.gov. Slide 10 and portions of slides 11 and 21 are derived from Enable’s investor presentation as presented during its Q3 2018 earnings call dated November 7, 2018. This slide is included for informational purposes only. The content has not been verified by us, and we assume no liability for the same. You should consider Enable’s investor materials in the context of its SEC filings and its entire investor presentation, which is available at http://investors.enablemidstream.com. This presentation contains time sensitive information that is accurate as of the date hereof (unless otherwise specified as accurate as of another date). Some of the information in this presentation is unaudited and may be subject to change. We undertake no obligation to update the information presented herein except as required by law. Investors and others should note that we may announce material information using SEC filings, press releases, public conference calls, webcasts and the Investor Relations page of our website. In the future, we will continue to use these channels to distribute material information about the Company and to communicate important information about the Company, key personnel, corporate initiatives, regulatory updates and other matters. Information that we post on our website could be deemed material; therefore, we encourage investors, the media, our customers, business partners and others interested in our Company to review the information we post on our website. Cautionary Statement


Slide 3

Additional Information Use of Non-GAAP Financial Measures In addition to presenting its financial results in accordance with generally accepted accounting principles (“GAAP”), including presentation of net income and diluted earnings per share, the Company also provides guidance based on adjusted net income and adjusted diluted earnings per share, which are non-GAAP financial measures. Additional Non-GAAP financial measures used by the Company include utility earnings per share and core operating income. Generally, a non-GAAP financial measure is a numerical measure of a company’s historical or future financial performance that excludes or includes amounts that are not normally excluded or included in the most directly comparable GAAP financial measure. The Company’s adjusted net income and adjusted diluted earnings per share calculation excludes from net income and diluted earnings per share, respectively, the impact of ZENS and related securities and mark-to-market gains or losses resulting from the Company’s Energy Services business. The Company’s guidance does not currently reflect impacts associated with the pending merger with Vectren. The Company’s utility earnings per share calculation includes all earnings except those related to Midstream Investments (but includes the Enable Series A Preferred Units). The Company’s core operating income calculation excludes the transition and system restoration bonds from the Electric Transmission and Distribution business segment, the mark-to-market gains or losses resulting from the Company’s Energy Services business and income from the Other Operations business segment. A reconciliation of net income and diluted earnings per share to the basis used in providing 2018 guidance is provided in this presentation on slides 29–31. The Company is unable to present a quantitative reconciliation of forward-looking adjusted net income and adjusted diluted earnings per share because changes in the value of ZENS and related securities and mark-to-market gains or losses resulting from the Company’s Energy Services business are not estimable. Management evaluates the Company’s financial performance in part based on adjusted net income, adjusted diluted earnings per share, utility earnings per share and core operating income. We believe that presenting these non-GAAP financial measures enhances an investor’s understanding of the Company’s overall financial performance by providing them with an additional meaningful and relevant comparison of current and anticipated future results across periods. Management believes the adjustments made in these non-GAAP financial measures exclude or include items, as applicable, to most accurately reflect the Company’s business performance. These excluded or included items, as applicable, are reflected in the reconciliation tables on slides 28–31. The Company’s adjusted net income, adjusted diluted earnings per share, utility earnings per share and core operating income non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, or superior to, net income, diluted earnings per share, utility earnings per share and core operating income, which respectively are the most directly comparable GAAP financial measures. These non-GAAP financial measures also may be different than non-GAAP financial measures used by other companies. 2018 Earnings Per Share Guidance Assumptions CenterPoint Energy’s 2018 earnings per share guidance is inclusive of Enable’s net income guidance of $375–$445 million as stated during Enable’s Q3 2018 earnings call on November 7, 2018. The guidance range also assumes ownership of 54% of the common units representing limited partner interests in Enable and includes the amortization of CenterPoint Energy’s basis differential in Enable and effective tax rates. CenterPoint Energy does not include other potential Enable impacts on guidance, such as any changes in accounting standards or unusual items. Further, the guidance range considers utility operations performance to date and certain significant variables that may impact earnings, such as weather, throughput, commodity prices, effective tax rates, financing activities (other than those to fund the pending merger with Vectren), and regulatory and judicial proceedings to include regulatory action as a result of recent tax reform legislation. In providing this guidance, CenterPoint Energy uses a non-GAAP financial measure of adjusted diluted earnings per share that does not consider other potential impacts, such as changes in accounting standards or unusual items, earnings or losses from the change in the value of the ZENS securities and the related stocks or the timing effects of mark-to-market accounting in the Company’s Energy Services business. The Company’s guidance does not currently reflect impacts associated with the pending merger with Vectren.


Slide 4

Scott Prochazka President and CEO Integration Planning and Capital Update Third Quarter Results Business Segment Highlights Houston Electric Natural Gas Distribution Energy Services Midstream Investments Full-Year Outlook Bill Rogers Chief Financial Officer Business Segment Performance Utility Operations EPS Drivers Consolidated EPS Drivers Financing Update Midstream Internal Spin 2020 Potential EPS The Road Ahead Appendix Regulatory Update Core Operating Income Reconciliation Net Income Reconciliation Agenda


Slide 5

CenterPoint Energy – Integration Details and Timeline Anticipate Q1 2019 close, pending the closing of dockets at the IURC and OPUC We continue to anticipate $50 to $100 million in potential 2020 pre-tax earnings from commercial opportunities and cost savings(1) Completed financings:(2) $800 million of Series A Preferred Stock (Perpetual Preferred) $1,897 million of Common Stock $978 million of Series B Preferred Stock (Mandatory Convertible) $1,500 million of Senior Notes Increased revolving credit facility capacity by $1.6 billion FCC – Federal Communications Commission; HSR – Hart Scott Rodino; IURC – Indiana Utility Regulatory Commission; OPUC – Ohio Public Utilities Commission; VVC – Vectren Corporation (NYSE: VVC) (1) Cost savings include both regulated and unregulated cost savings. In years beyond 2020, we anticipate additional commercial opportunities (2) All dollar amounts are calculated before deducting underwriting discounts and other offering fees or expenses Aug Sep Oct Nov Dec 2019 Anticipated Q1 2019 Close Jul Early Termination of HSR Waiting Period VVC Shareholder Vote Approved Aug 28th IURC Hearing (Oct 17th) FCC Approvals Equity & Fixed-Rate Debt Financings Complete P P P P P


Slide 6

Capital Update Capital Investment Expected to Increase CenterPoint is currently developing the 2019 – 2023 capital plan; anticipate capital expenditures will increase 5 – 10% versus the 2018 – 2022 plan(1) Freeport Master Plan project costs of $250 million in the 2018 – 2022 plan; updated cost estimates range from $482 - $695 million Natural Gas Distribution is on track to replace all cast iron pipe in our systems in 2018; will continue to focus on bare steel and vintage plastic We continue to invest significant capital so that our system has sufficient capacity and is safe, resilient and reliable Houston continues to experience residential, commercial and industrial growth, requiring increased capital investment (1) We will not be reviewing or updating the Vectren capital expenditure plan until after we are one company


Slide 7

Third Quarter 2018 Performance (1) Refer to slide 29 for reconciliation to GAAP measures and slide 3 for information on non-GAAP measures (2) Utility Operations EPS includes all earnings except those related to Midstream Investments (Utility Operations EPS includes the Enable Series A Preferred Units) (3) Excluding ZENS, CES mark-to-market adjustments and impacts associated with the pending merger with Vectren (4) Primarily due to the annual true-up of transition charges correcting for under-collections that occurred during the preceding 12 months Note: In these slides, we will refer to public law number 115-97, initially introduced as the Tax Cuts and Jobs Act, as TCJA or simply “tax reform”. Additionally, we will refer to the accounting standard for compensation-retirement benefits as ASU 2017-07 Q3 2018 vs. Q3 2017 Drivers(3) h Favorable Variance i Unfavorable Variance Rate Relief Income Tax Rate (TCJA) Midstream Investments Customer Growth Equity Return(4) O&M Depreciation and Amortization Internal Midstream Spin Tax Impact Q3 Guidance Basis (Non-GAAP) Diluted EPS (1) Excluding impacts associated with the pending merger with Vectren Q3 GAAP Diluted EPS $0.39 $0.38 (2) $0.39 $0.35 (2)


Slide 8

Electric Transmission and Distribution Highlights(1) TDU core operating income was $214 million in Q3 2018 compared with $236 million in Q3 2017, in line with our expectations More than 39,000 electric customers added year-over-year TCOS annual increase of $41 million effective as of July 2018 DCRF unanimous settlement includes annual increase of $31 million effective as of September 2018 Freeport Master Plan Project CCN application filed with the PUCT in September 2018 seeking approval at a current estimated cost range of $482 - $695 million(2) Note: Please see slide 24 for full detail on regulatory filings PUCT – Texas Public Utility Commission; DCRF – Distribution Cost Recovery Factor; TCOS – Transmission Cost of Service; CCN – Certificate of Convenience and Necessity (1) Refer to slide 28 for core operating income reconciliation measures and to slide 3 for information on non-GAAP measures (2) For more information on the Freeport project, please visit: https://www.centerpointenergy.com/en-us/corporate/about-us/bailey-jones-creek


Slide 9

Natural Gas Distribution and Energy Services Highlights Natural Gas Distribution Operating income was $3 million in Q3 2018 compared with $25 million in Q3 2017, in line with our expectations Almost 29,000 natural gas distribution customers added year-over-year Energy Services(1) Core operating loss of $10 million in Q3 2018 compared to income of $5 million in Q3 2017 Core operating income was $51 million in the first nine months of 2018 compared to $35 million in the same period last year Reiterate 2018 core operating income target of $70 - $80 million Note: Please see slides 25-27 for full detail on regulatory filings (1) Refer to slide 28 for core operating income reconciliation measures and to slide 3 for information on non-GAAP measures; Core operating income reflects operating income adjusted for mark-to-market gains and (losses) as follows: 2015: $4 million, 2016: ($21 million), 2017: $79 million


Slide 10

Midstream Investments Highlights Enable achieved record quarterly natural gas gathered, natural gas processed, natural gas liquids produced and crude oil gathered volumes(1) Enable anticipates performance at the upper end of the 2018 Net Income Attributable to Common Units range of $375 - $445 million Gulf Run Pipeline: designed to move up to 2.75 Bcf/d(2) of abundant U.S. natural gas supplies from two liquid hubs to growing liquefied natural gas (LNG) export markets on the Gulf Coast Received significant interest from prospective shippers during an open season that closed Oct. 26 and are currently in negotiations for binding commitments Closed acquisition of Velocity Holdings, LLC, an integrated crude oil and condensate gathering and transportation company in the SCOOP and Merge plays Forecasted 2019 Net Income Attributable to Common Units of $435 - $505 million Entered into new contractual commitments with ExxonMobil subsidiary XTO Energy Inc. for a substantial expansion of Enable’s Williston Basin crude and water gathering systems Source: All information is per Enable’s 3rd quarter 2018 earnings presentation dated November 7, 2018 (1) Since Enable’s formation in May 2013 (2) Billion cubic feet per day


Slide 11

2018 Full-Year Outlook Tax Reform Equity Return(3) Utility rate relief and continued customer growth Increased contribution from Energy Services Increased earnings per Enable Midstream Partners’ forecast(4) Anticipated 2018 EPS growth drivers include: (1) Refer to slide 31 for reconciliation to GAAP measures and slide 3 for information on non-GAAP measures (2) Excluding tax reform benefit (3) Primarily due to the annual true-up of transition charges correcting for under-collections that occurred during the preceding 12 months (4) As provided on Enable Midstream Partners’ third quarter 2018 earnings call on November 7, 2018 Reiterate 2018 Guidance EPS at the high end of $1.50 - $1.60(1) $1.37(2) $1.50 – $1.60 EPS on a Guidance (Non-GAAP) Basis(1) Excluding impacts associated with the pending merger with Vectren


Slide 12

Scott Prochazka President and CEO Integration Planning and Capital Update Third Quarter Results Business Segment Highlights Houston Electric Natural Gas Distribution Energy Services Midstream Investments Full-Year Outlook Bill Rogers Chief Financial Officer Business Segment Performance Utility Operations EPS Drivers Consolidated EPS Drivers Financing Update Midstream Internal Spin 2020 Potential EPS The Road Ahead Appendix Regulatory Update Core Operating Income Reconciliation Net Income Reconciliation Agenda


Slide 13

Electric Transmission and Distribution Operating Income Drivers Q3 2017 v Q3 2018 (1) Excludes transition and system restoration bonds; please refer to slide 28 for core operating income reconciliation measures and to slide 3 for information on non-GAAP measures (2) The retrospective adoption of ASU 2017-07 resulted in an increase to 2017 operating income of $7 million and a corresponding decrease to other income (3) Includes rate increases, exclusive of the TCJA impact (4) Includes higher operation and maintenance expenses of $38 million primarily due to the following: contract services of $10 million, largely due to increased vegetation management and preventative maintenance resiliency spend; support services of $9 million, primarily related to technology projects; other miscellaneous operation and maintenance expenses of $9 million, labor and benefits costs of $6 million and damage claims from third parties of $4 million, partially offset by higher equity return of $4 million, primarily related to the annual true-up of transition charges correcting for under collection that occurred during the preceding 12 months $236 $214 (1) (2) (1) (4) Federal income tax expense is also decreased (5) (3)


Slide 14

Natural Gas Distribution Operating Income Drivers Q3 2017 v Q3 2018 (1) The retrospective adoption of ASU 2017-07 resulted in an increase to 2017 operating income of $5 million and a corresponding decrease to other income (2) Includes rate increases, exclusive of the TCJA impact (3) Includes the timing of a decoupling normalization accrual recorded in third quarter of 2018 (4) Includes higher operation and maintenance expenses of $25 million, primarily consisting of: support services expense of $7 million, primarily related to technology projects; contracts and services, materials and supplies and damage claims from third parties of $6 million; labor and benefits costs of $6 million and other miscellaneous operation and maintenance expense of $6 million (2) (4) (1) Federal income tax expense is also decreased (3)


Slide 15

Utility Operations Adjusted Diluted EPS Drivers Q3 2017 v Q3 2018 (Guidance Basis)(5) (1) Excludes equity return; please refer to slide 28 for core operating income reconciliation measures and to slide 3 for information on non-GAAP measures. Utilizes the 2017 tax rate (benefit of 2018 tax rate captured in Other) (2) Excludes transition and system restoration bonds. Utilizes the 2017 tax rate (benefit of 2018 tax rate captured in Other) (3) Higher equity return of $4 million, primarily related to the annual true-up of transition charges correcting for under-collections that occurred during the preceding 12 months. Utilizes the 2017 tax rate (benefit of 2018 tax rate captured in Other) (4) Taxes, including the benefits of TCJA and the tax charge from the internal Midstream spin, TCJA revenue reductions, equity AFUDC, other income and Other Operations segment (5) Excluding $15 million of pre-tax costs ($5 million of operating income, $10 million of net interest) plus $5 million of Series A Preferred Stock dividend requirements associated with the pending merger with Vectren; Utility Operations EPS includes all earnings except those related to Midstream Investments (Utility Operations EPS includes the Enable Series A Preferred Units) Note: Refer to slide 29 for reconciliation to GAAP measures and slide 3 for information on non-GAAP measures (1) (2) (5) (3) (4) (5) Includes TCJA revenue reductions shown on slides 13 and 14 (5)


Slide 16

Utility Operations Midstream Investments $0.38 $0.39 Midstream Investments Utility Operations (1) Excluding $15 million of pre-tax costs ($5 million of operating income, $10 million of net interest) plus $5 million of Series A Preferred Stock dividend requirements associated with the pending merger with Vectren; Utility Operations EPS includes all earnings except those related to Midstream Investments (Utility Operations EPS includes the Enable Series A Preferred Units) (2) See previous slide (3) Uses a limited partner interest (excluding Enable Series A Preferred Units) ownership percentage of 54.1% for Q3 2017 and 54.0% for Q3 2018 (4) Midstream Investments components including the decreased tax rate associated with TCJA Note: Refer to slide 29 for reconciliation to GAAP measures and slide 3 for information on non-GAAP measures (1) (3) (4) Midstream Investments Impact (4) (2) (1) (1) Consolidated Adjusted Diluted EPS Drivers Q3 2017 v Q3 2018 (Guidance Basis)(1)


Slide 17

Consolidated Adjusted Diluted EPS Drivers Nine Months Ended September 30, 2017 vs September 30, 2018 (Guidance Basis)(1) Utility Operations Midstream Investments $1.04 $1.24 Midstream Investments Utility Operations (1) Excluding $49 million of pre-tax costs ($32 million of operating income, $17 million of net interest) plus $5 million of Series A Preferred Stock dividend requirements associated with the pending merger with Vectren; Utility Operations EPS includes all earnings except those related to Midstream Investments (Utility Operations EPS includes the Enable Series A Preferred Units) (2) Includes Utility Operations improvement of $0.16 in Q1 2018 vs Q1 2017, $0.00 in Q2 2018 vs Q2 2017 and decline of $0.03 in Q3 2018 vs Q3 2017 (3) Uses a limited partner interest (excluding Enable Series A Preferred Units) ownership percentage of 54.1% for Q3 2017 and 54.0% for Q3 2018 (4) Midstream Investments components including the decreased tax rate associated with TCJA Note: Refer to slide 30 for reconciliation to GAAP measures and slide 3 for information on non-GAAP measures (1) (3) (4) Midstream Investments Impact (4) (2) (1) (1)


Slide 18

Recent Financings and The Road Ahead


Slide 19

Recent Financing Summary Debt Financing(1) ($ in millions) 3.60% Unsecured Senior Notes Due 2021 $500 3.85% Unsecured Senior Notes Due 2024 500 4.25% Unsecured Senior Notes Due 2028 500 Total 1,500 Equity Financing(1) ($ in millions) Common Stock (New CenterPoint Shares: 69.6 Million Shares) $1,897 Series A Preferred Stock (6.125% Dividend) 800 Series B Mandatory Convertible Preferred Stock (7.0% Dividend) 978 Total 3,675 Upon closing, CNP to pay approximately $6 billion for outstanding VVC shares Remaining amount of merger consideration expected to be funded with issuances of commercial paper and cash on hand (1) Excludes fees and expenses, including underwriting discounts, commitment fees, legal, accounting and other fees and expenses associated with the completion of the Vectren Merger and the financing transactions


Slide 20

CenterPoint Energy Midstream (CNP Midstream) CenterPoint completed the internal spin in September Moody’s and Fitch upgraded CERC’s credit rating as a result of the spin to Baa1 and BBB+, respectively CenterPoint exploring bank refinancing of current $900 million internal loan from the holding company to CNP Midstream Recognized non-cash tax impact, reducing EPS by $0.02


Slide 21

Drivers of Potential 2020 Guidance EPS No anticipated issuance of equity in 2019 or 2020 Expect increasing CenterPoint capital investment versus the 2018 – 2022 plan Cost savings and commercial opportunities related to the merger Forecast good momentum in CenterPoint and Vectren commercial businesses Enable forecasted:(2) Performance at the upper end of the 2018 Net Income Attributable to Common Units range of $375 - $445 million 2019 Net Income Available to Common Units in the range of $435 to $505 million We continue to anticipate $1.76 - $1.98 in potential 2020 guidance EPS(1) (1) Potential 2020 guidance EPS estimate is based on a number of assumptions including (1) a CenterPoint net income forecast that is on a guidance basis and excluding certain one-time costs associated with the Vectren merger in 2018 and 2019, (2) a Vectren net income forecast as provided in Vectren’s first quarter 2018 earnings materials on May 2, 2018, (3) potential commercial opportunities and cost savings that include both regulated and unregulated cost savings, and (4) other assumptions including with respect to additional after tax interest expense and potential share count (2) Per Enable’s 3rd quarter 2018 earnings presentation dated November 7, 2018


Slide 22

The Road Ahead Q4 2018 Earnings Call Preview Provided that the pending merger with Vectren has closed, on the 4th quarter 2018 earnings call, we anticipate including the following: Capital expenditure and rate base growth projections Additional detail on cost savings Competitive businesses overview Midstream sector update, as applicable Anticipated effective tax rate EPS expectations


Slide 23

Agenda Scott Prochazka President and CEO Integration Planning and Capital Update Third Quarter Results Business Segment Highlights Houston Electric Natural Gas Distribution Energy Services Midstream Investments Full-Year Outlook Bill Rogers Chief Financial Officer Business Segment Performance Utility Operations EPS Drivers Consolidated EPS Drivers Financing Update Midstream Internal Spin 2020 Potential EPS The Road Ahead Appendix Regulatory Update Core Operating Income Reconciliation Net Income Reconciliation


Slide 24

Electric Transmission and Distribution Q3 2018 Regulatory Update Mechanism Docket # Annual Increase (Decrease) (1) ($ in millions) Filing Date Effective Date Approval Date Additional Information TCOS 48389 40.8 May 2018 July 2018 July 2018 Requested an increase of $285 million to rate base and reflects a $40.8 million annual increase in current revenues. Also reflects a one-time refund of $6.6 million in excess federal income tax collected from January to April 2018. TCOS 48708 2.4 September 2018 TBD TBD Requested an increase of $15.4 million to rate base and reflects a $2.4 million annual increase in current revenues. EECRF 48420 8.4 June 2018 TBD TBD Revised application requests recovery of 2019 EECRF of $41.7 million, including a $8.4 million performance bonus. DCRF 48226 30.9 April 2018 September 2018 August 2018 Unanimous settlement agreement approved by the PUCT in August 2018 results in incremental annual revenue of $30.9 million. It results in a $120.6 million annual revenue requirement effective September 1, 2018. The settlement agreement also reflects an approximately $39 million decrease in the federal income tax rate, a $20 million decrease to return to customers the reserve recorded recognizing this decrease in the federal income tax rate from January 25, 2018 through August 31, 2018 and a $19.2 million decrease related to the unprotected EDIT. Effective September 1, 2019, the reserve amount returned to customers ends. In December 2018, Houston Electric will file an updated DCRF tariff to adjust the interim DCRF rates to reflect any difference between the $20 million estimated tax-expense regulatory liability and the actual tax-expense regulatory liability recorded by Houston Electric. DCRF – Distribution Cost Recovery Factor; TCOS – Transmission Cost of Service; TBD – To Be Determined; EDIT – Excess Deferred Income Taxes; EECRF – Energy Efficiency Cost Recovery Factor Note: In September 2018, Houston Electric filed a certificate of convenience and necessity application with the PUCT that included capital cost estimates for the Freeport Master Plan Project (1) Represents proposed increases (decreases) when effective date and/or approval date is not yet available. Approved rates could differ materially


Slide 25

Natural Gas Distribution Q3 2018 Regulatory Update Jurisdiction Mechanism Docket # Annual Increase (Decrease) (1) ($ in millions) Filing Date Effective Date Approval Date Additional Information South Texas (RRC) Rate Case 10669 (1.0) November 2017 May 2018 May 2018 Unanimous settlement agreement approved by the Railroad Commission in May 2018 that provides for a $1 million annual decrease in current revenues. The settlement agreement also reflects an approximately $2 million decrease in the federal income tax rate and amortization of certain EDIT balances and establishes a 9.8% ROE for future GRIP filings for the South Texas jurisdiction. Beaumont/East Texas and Texas Gulf (RRC) GRIP 10716 10717 14.7 March 2018 July 2018 June 2018 Based on net change in invested capital of $70.0 million and reflects a $14.7 million annual increase in current revenues. Also reflects an approximately $1.0 million decrease in the federal income tax rate. Administrative 104.111 10748 10749 10750 N/A July 2018 September 2018 August 2018 Beaumont/East Texas, Houston and Texas Coast proposed to decrease base rates by $12.9 million to reflect the change in the federal income tax rate. In addition, Beaumont/East Texas proposed to decrease the GRIP charge to reflect the change in the federal income tax rate. The impact of deferred taxes is expected to be reflected in the next rate case. Arkansas (APSC) FRP 17-010-FR 13.2 August 2018 October 2018 September 2018 Based on ROE of 9.5% as approved in the last rate case and reflects a $13.2 million annual increase in current revenues, excluding the effects of the recently enacted TCJA. With TCJA impacts considered, the annual increase is reduced by approximately $8.1 million, which include the effects of a lower federal income tax rate and amortization of EDIT balances. Louisiana (LPSC) RSP 6.6 September 2018 December 2018 TBD Based on ROE of 9.95% and the 21% federal income tax rate and reflects a $6.6 million annual increase in current revenues. Other impacts of the TCJA, which were calculated outside the band, reduce the annual increase by approximately $4.3 million. GRIP – Gas Reliability Infrastructure Program; FRP – Formula Rate Plan; EDIT – Excess Deferred Income Taxes; RSP – Rate Stabilization Plan; TBD – To Be Determined (1) Represents proposed increases (decreases) when effective date and/or approval date is not yet available. Approved rates could differ materially


Slide 26

Natural Gas Distribution Q3 2018 Regulatory Update Jurisdiction Mechanism Docket # Annual Increase (Decrease) (1) ($ in millions) Filing Date Effective Date Approval Date Additional Information Minnesota (MPUC) Rate Case G008/GR-17-285 3.9 August 2017 November 2018 July 2018 Includes a proposal to extend decoupling beyond current expiration date of June 2018. Interim rates reflecting an annual increase of $47.8 million were effective October 1, 2017. A unanimous settlement agreement was filed in March 2018, subject to MPUC approval. The settlement agreement increases base rates by $3.9 million, makes decoupling a permanent part of the tariff, incorporates the impact of the decrease in the federal income tax rate and amortization of EDIT balances (approximately $20 million) and establishes or continues tracker recovery mechanisms that account for approximately $13.3 million in the initial filing. The MPUC voted to approve the settlement and a formal order was issued on July 20, 2018. Final rates (and the refund of interim rates that exceed final rates) will be implemented beginning November 1, 2018. Minnesota (MPUC) Decoupling (13.8) September 2018 September 2018 TBD Represents revenue over-recovery of $21.9 million recorded for and during the period July 1, 2017 through June 30, 2018 offset by the rate and prior period adjustments totaling $8.1 million recorded in third quarter 2018. Minnesota (MPUC) CIP 12.5 May 2018 September 2018 September 2018 Annual reconciliation filing for program year 2017 and includes performance bonus of $12.5 million which was recorded in September 2018. CIP – Conservation Improvement Plan; EDIT – Excess Deferred Income Taxes; TBD – To Be Determined (1) Represents proposed increases (decreases) when effective date and/or approval date is not yet available. Approved rates could differ materially


Slide 27

Natural Gas Distribution Q3 2018 Regulatory Update Jurisdiction Mechanism Docket # Annual Increase (Decrease) (1) ($ in millions) Filing Date Effective Date Approval Date Additional Information Mississippi (MPSC) RRA 12-UN-139 3.2 May 2018 November 2018 November 2018 Based on authorized ROE of 9.144% and a capital structure of 50% debt and 50% equity and reflects a $3.2 million annual increase in revenues. Oklahoma (OCC) PBRC PUD201800029 5.4 March 2018 October 2018 October 2018 Based on ROE of 10% and reflects a $5.4 million annual increase in revenues. As a result of the final order, all EDIT was removed from the PBRC calculation. Protected EDIT amortization will begin to be refunded in April 2019 via one-time annual bill credits. Unprotected EDIT will be refunded over a five-year period via annual bill credits beginning in October 2018. PBRC – Performance Based Rate Change; EDIT – Excess Deferred Income Taxes; RRA – Rate Rider Adjustment; TBD – To Be Determined (1) Represents proposed increases (decreases) when effective date and/or approval date is not yet available. Approved rates could differ materially


Slide 28

Reconciliation: Operating Income to Core Operating Income


Slide 29

Reconciliation: Net Income and Diluted EPS to Adjusted Net Income and Adjusted Diluted EPS Used in Providing Annual Earnings Guidance


Slide 30

Reconciliation: Net Income and Diluted EPS to Adjusted Net Income and Adjusted Diluted EPS Used in Providing Annual Earnings Guidance


Slide 31

Reconciliation: Net Income and Diluted EPS to Adjusted Net Income and Adjusted Diluted EPS Used in Providing Annual Earnings Guidance