CenterPoint Energy, Inc.
CENTERPOINT ENERGY INC (Form: 10-Q, Received: 05/11/2015 08:19:21)

 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________

FORM 10-Q
(Mark One)
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2015
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
FOR THE TRANSITION PERIOD FROM __________________ TO __________________

Commission file number 1-31447
_____________________________________
CenterPoint Energy, Inc.
(Exact name of registrant as specified in its charter)

Texas
74-0694415
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
 
1111 Louisiana
 
Houston, Texas 77002
(713) 207-1111
(Address and zip code of principal executive offices)
(Registrant’s telephone number, including area code )
_____________________________________

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ   No  o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ   No  o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
      Large accelerated filer  þ
Accelerated filer  o
Non-accelerated filer  o
Smaller reporting company  o
 
 
(Do not check if a smaller reporting company)
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  o   No  þ
 
As of April 20, 2015 , CenterPoint Energy, Inc. had 430,207,011 shares of common stock outstanding, excluding 166 shares held as treasury stock.
 



CENTERPOINT ENERGY, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2015

TABLE OF CONTENTS

PART I.
 
FINANCIAL INFORMATION
 
 
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
Three Months Ended March 31, 2015 and 2014 (unaudited)
 
 
 
 
 
 
 
 
 
Three Months Ended March 31, 2015 and 2014 (unaudited)
 
 
 
 
 
 
 
 
 
March 31, 2015 and December 31, 2014 (unaudited)
 
 
 
 
 
 
 
 
 
Three Months Ended March 31, 2015 and 2014 (unaudited)
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
 
 
Item 3.
 
 
 
 
 
Item 4.
 
 
 
 
 
PART II.
 
OTHER INFORMATION
 
 
 
 
 
Item 1.
 
 
 
 
 
Item 1A.
 
 
 
 
 
Item 5.
 
 
 
 
 
Item 6.
 


i


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

From time to time we make statements concerning our expectations, beliefs, plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements that are not historical facts. These statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those expressed or implied by these statements. You can generally identify our forward-looking statements by the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “objective,” “plan,” “potential,” “predict,” “projection,” “should,” “will” or other similar words.

We have based our forward-looking statements on our management’s beliefs and assumptions based on information reasonably 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.

The following are some of the factors that could cause actual results to differ from those expressed or implied by our forward-looking statements:

the performance of Enable Midstream Partners, LP (Enable), the amount of cash distributions we receive from Enable, and the value of our interest in Enable, and factors that may have a material impact on such performance, cash distributions and value, including certain of the factors specified below and:

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;

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;

the demand for natural gas, NGLs and transportation and storage services;

environmental and other governmental regulations, including the availability of drilling permits and the regulation of hydraulic fracturing;

potential recording of non-cash other-than-temporary impairment charges related to Enable;

changes in tax status;

access to growth capital; and

the availability and prices of raw materials for current and future construction projects;

state and federal legislative and regulatory actions or developments affecting various aspects of our businesses (including the businesses of Enable), including, among others, energy deregulation or re-regulation, pipeline integrity and safety, health care reform, financial reform, tax legislation and actions regarding the rates charged by our regulated businesses;

timely and appropriate rate actions that allow recovery of costs and a reasonable return on investment;

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;

industrial, commercial and residential growth in our service territories and changes in market demand, including the effects of energy efficiency measures and demographic patterns;

future economic conditions in regional and national markets and their effect on sales, prices and costs;

weather variations and other natural phenomena, including the impact of severe weather events on operations and capital;

the timing and extent of changes in commodity prices, particularly natural gas, and the effects of geographic and seasonal commodity price differentials ;

local, state and federal legislative and regulatory actions or developments relating to the environment, including those related to global climate change;

timely and appropriate regulatory actions allowing securitization or other recovery of costs associated with any future hurricanes or natural disasters;


ii


the impact of unplanned facility outages;

any direct or indirect effects on our facilities, operations and financial condition resulting from terrorism, cyber-attacks, data security breaches or other attempts to disrupt our businesses or the businesses of third parties, or other catastrophic events;

our ability to invest planned capital;

our ability to control operation and maintenance costs;

the sufficiency of our insurance coverage, including availability, cost, coverage and terms;

the investment performance of our pension and postretirement benefit plans;

commercial bank and financial market conditions, our access to capital, the cost of such capital, and the results of our financing and refinancing efforts, including availability of funds in the debt capital markets;

changes in interest rates or rates of inflation;

actions by credit rating agencies;

inability of various counterparties to meet their obligations to us;

non-payment for our services due to financial distress of our customers;

the ability of retail electric providers (REPs), including REP affiliates of NRG Energy, Inc. (NRG) and Energy Future Holdings Corp., to satisfy their obligations to us and our subsidiaries;

our potential business strategies, including restructurings, joint ventures and acquisitions or dispositions of assets or businesses, which we cannot assure you will be completed or will have the anticipated benefits to us;

acquisition and merger activities involving us or our competitors;

our ability to recruit, effectively transition and retain management and key employees and maintain good labor relations;

the ability of GenOn Energy, Inc. (formerly known as RRI Energy, Inc., Reliant Energy, Inc. and Reliant Resources, Inc.), a wholly owned subsidiary of NRG, and its subsidiaries to satisfy their obligations to us, including indemnity obligations, or obligations in connection with the contractual arrangements pursuant to which we are their guarantor;

the outcome of litigation;

changes in technology, particularly with respect to efficient battery storage or emergence or growth of new, developing or alternative sources of generation;

the timing and outcome of any audits, disputes and other proceedings related to taxes;

effectiveness of our risk management activities;

the effect of changes in and application of accounting standards and pronouncements; and

other factors we discuss in “Risk Factors” in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2014 , which is incorporated herein by reference, and other reports we file from time to time with the Securities and Exchange Commission.

You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement.

iii

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1.     FINANCIAL STATEMENTS

CENTERPOINT ENERGY, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED INCOME
(In Millions, Except Per Share Amounts)
(Unaudited)

 
Three Months Ended
 
March 31,
 
2015
 
2014
 
 
 
 
Revenues
$
2,433

 
$
3,163

 
 
 
 
Expenses:
 
 
 
Natural gas
1,354

 
2,043

Operation and maintenance
498

 
479

Depreciation and amortization
217

 
235

Taxes other than income taxes
108

 
111

Total
2,177

 
2,868

Operating Income
256

 
295

 
 
 
 
Other Income (Expense):
 
 
 
Loss on marketable securities
(17
)
 
(30
)
Gain on indexed debt securities
24

 
43

Interest and other finance charges
(89
)
 
(84
)
Interest on transition and system restoration bonds
(28
)
 
(30
)
Equity in earnings of unconsolidated affiliates, net
52

 
91

Other, net
11

 
9

Total
(47
)
 
(1
)
 
 
 
 
Income Before Income Taxes
209

 
294

Income tax expense
78

 
109

Net Income
$
131

 
$
185

 
 
 
 
Basic Earnings Per Share
$
0.30

 
$
0.43

 
 
 
 
Diluted Earnings Per Share
$
0.30

 
$
0.43

 
 
 
 
Dividends Declared Per Share
$
0.2475

 
$
0.2375

 
 
 
 
Weighted Average Shares Outstanding, Basic
430

 
429

 
 
 
 
Weighted Average Shares Outstanding, Diluted
431

 
431


See Notes to Interim Condensed Consolidated Financial Statements

1

Table of Contents

CENTERPOINT ENERGY, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME
(In Millions)
(Unaudited)

 
Three Months Ended
 
March 31,
 
2015
 
2014
Net income
$
131

 
$
185

Other comprehensive income:
 
 
 
Adjustment related to pension and other postretirement plans (net of tax of $2 and $1)
2

 
1

Total
2

 
1

Comprehensive income
$
133

 
$
186



See Notes to Interim Condensed Consolidated Financial Statements


2

Table of Contents


CENTERPOINT ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Millions)
(Unaudited)

ASSETS

 
March 31,
2015
 
December 31,
2014
Current Assets:
 
 
 
Cash and cash equivalents ($212 and $290 related to VIEs, respectively)
$
234

 
$
298

Investment in marketable securities
913

 
930

Accounts receivable ($55 and $58 related to VIEs, respectively), less bad debt reserve of $34 and $26, respectively
897

 
837

Accrued unbilled revenues
235

 
357

Natural gas inventory
37

 
211

Materials and supplies
161

 
168

Non-trading derivative assets
82

 
99

Taxes receivable

 
190

Prepaid expenses and other current assets ($43 and $47 related to VIEs, respectively)
132

 
178

Total current assets
2,691

 
3,268

 
 
 
 
Property, Plant and Equipment:
 
 
 
Property, plant and equipment
15,633

 
15,358

Less: accumulated depreciation and amortization
4,963

 
4,856

Property, plant and equipment, net
10,670

 
10,502

 
 
 
 
Other Assets:
 
 
 
Goodwill
840

 
840

Regulatory assets ($2,670 and $2,738 related to VIEs, respectively)
3,426

 
3,527

Notes receivable - affiliated companies
363

 
363

Non-trading derivative assets
35

 
32

Investment in unconsolidated affiliates
4,501

 
4,521

Other
144

 
147

Total other assets
9,309

 
9,430

 
 
 
 
Total Assets
$
22,670

 
$
23,200


See Notes to Interim Condensed Consolidated Financial Statements

3

Table of Contents

CENTERPOINT ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS – (continued)
(In Millions, except share amounts)
(Unaudited)

LIABILITIES AND SHAREHOLDERS’ EQUITY

 
March 31,
2015
 
December 31,
2014
Current Liabilities:
 
 
 
Short-term borrowings
$

 
$
53

Current portion of VIE transition and system restoration bonds long-term debt
380

 
372

Indexed debt
154

 
152

Current portion of other long-term debt
271

 
271

Indexed debt securities derivative
517

 
541

Accounts payable
476

 
716

Taxes accrued
142

 
161

Interest accrued
116

 
124

Non-trading derivative liabilities
9

 
19

Accumulated deferred income taxes, net
728

 
683

Other
394

 
383

Total current liabilities
3,187

 
3,475

 
 
 
 
 
 
 
 
Other Liabilities:
 

 
 

Accumulated deferred income taxes, net
4,716

 
4,757

Non-trading derivative liabilities
2

 
1

Benefit obligations
928

 
953

Regulatory liabilities
1,243

 
1,206

Other
253

 
251

Total other liabilities
7,142

 
7,168

 
 
 
 
Long-term Debt:
 

 
 

VIE transition and system restoration bonds
2,528

 
2,674

Other
5,239

 
5,335

Total long-term debt
7,767

 
8,009

 
 
 
 
Commitments and Contingencies (Note 12)


 


 
 
 
 
Shareholders’ Equity:
 

 
 

Common stock (430,206,636 shares and 429,795,830 shares outstanding, respectively)
4

 
4

Additional paid-in capital
4,168

 
4,169

Retained earnings
486

 
461

Accumulated other comprehensive loss
(84
)
 
(86
)
Total shareholders’ equity
4,574

 
4,548

 
 
 
 
Total Liabilities and Shareholders’ Equity
$
22,670

 
$
23,200


See Notes to Interim Condensed Consolidated Financial Statements

4

Table of Contents

CENTERPOINT ENERGY, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
(In Millions)
(Unaudited)
 
Three Months Ended March 31,
 
2015
 
2014
Cash Flows from Operating Activities:
 
 
 
Net income
$
131

 
$
185

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
217

 
235

Amortization of deferred financing costs
7

 
7

Deferred income taxes
7

 
4

Unrealized loss on marketable securities
17

 
30

Unrealized gain on indexed debt securities
(24
)
 
(43
)
Write-down of natural gas inventory
2

 

Equity in earnings of unconsolidated affiliates, net of distributions
20

 
(22
)
Pension contributions
(23
)
 
(3
)
Changes in other assets and liabilities:
 
 
 
Accounts receivable and unbilled revenues, net
57

 
(253
)
Inventory
179

 
113

Taxes receivable
190

 

Accounts payable
(208
)
 
128

Fuel cost recovery
86

 
(27
)
Non-trading derivatives, net
1

 

Margin deposits, net
(4
)
 
1

Interest and taxes accrued
(27
)
 
19

Net regulatory assets and liabilities
58

 
27

Other current assets
17

 
20

Other current liabilities
(41
)
 
(55
)
Other assets
6

 
9

Other liabilities
(1
)
 
13

Other, net
(1
)
 
(8
)
Net cash provided by operating activities
666

 
380

 
 
 
 
Cash Flows from Investing Activities:
 
 
 
Capital expenditures
(341
)
 
(301
)
Decrease (increase) in restricted cash of transition and system restoration bond companies
5

 
(2
)
Other, net
(1
)
 
(13
)
Net cash used in investing activities
(337
)
 
(316
)
 
 
 
 
Cash Flows from Financing Activities:
 
 
 
Decrease in short-term borrowings, net
(53
)
 
(43
)
Payments of commercial paper, net
(96
)
 
(118
)
Proceeds from long-term debt

 
600

Payments of long-term debt
(139
)
 
(231
)
Debt issuance costs

 
(5
)
Payment of common stock dividends
(106
)
 
(102
)
Proceeds from issuance of common stock, net

 
1

Other, net
1

 
5

Net cash provided by (used in) financing activities
(393
)
 
107

 
 
 
 
Net Increase (Decrease) in Cash and Cash Equivalents
(64
)
 
171

Cash and Cash Equivalents at Beginning of Period
298

 
208

Cash and Cash Equivalents at End of Period
$
234

 
$
379

 
 
 
 
Supplemental Disclosure of Cash Flow Information:
 
 
 
Cash Payments:
 
 
 
Interest, net of capitalized interest
$
115

 
$
122

Income tax refunds, net
(166
)
 
(1
)
Non-cash transactions:
 
 
 
Accounts payable related to capital expenditures
72

 
59


See Notes to Interim Condensed Consolidated Financial Statements

5

Table of Contents

CENTERPOINT ENERGY, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1) Background and Basis of Presentation

General. Included in this Quarterly Report on Form 10-Q (Form 10-Q) of CenterPoint Energy, Inc. are the condensed consolidated interim financial statements and notes (Interim Condensed Financial Statements) of CenterPoint Energy, Inc. and its subsidiaries (collectively, CenterPoint Energy). The Interim Condensed Financial Statements are unaudited, omit certain financial statement disclosures and should be read with the Annual Report on Form 10-K of CenterPoint Energy for the year ended December 31, 2014 (CenterPoint Energy Form 10-K).

Background. CenterPoint Energy, Inc. is a public utility holding company. CenterPoint Energy’s operating subsidiaries own and operate electric transmission and distribution facilities and natural gas distribution facilities and own interests in Enable Midstream Partners, LP (Enable) as described in Note 7 . As of March 31, 2015 , CenterPoint Energy’s indirect wholly owned subsidiaries included:

CenterPoint Energy Houston Electric, LLC (CenterPoint Houston), which engages in the electric transmission and distribution business in the Texas Gulf Coast area that includes the city of Houston; and

CenterPoint Energy Resources Corp. (CERC Corp. and, together with its subsidiaries, CERC), which owns and operates natural gas distribution systems. A wholly owned subsidiary of CERC Corp. offers variable and fixed-price physical natural gas supplies primarily to commercial and industrial customers and electric and gas utilities. As of March 31, 2015 , CERC Corp. also owned approximately 55.4% of the limited partner interests in Enable, which owns, operates and develops natural gas and crude oil infrastructure assets.

As of March 31, 2015 , CenterPoint Energy had variable interest entities (VIEs) consisting of transition and system restoration bond companies, which it consolidates. The consolidated VIEs are wholly owned bankruptcy remote special purpose entities that were formed specifically for the purpose of securitizing transition and system restoration related property. Creditors of CenterPoint Energy have no recourse to any assets or revenues of the transition and system restoration bond companies. The bonds issued by these VIEs are payable only from and secured by transition and system restoration property, and the bondholders have no recourse to the general credit of CenterPoint Energy.

Basis of Presentation. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

CenterPoint Energy’s Interim Condensed Financial Statements reflect all normal recurring adjustments that are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the respective periods. Amounts reported in CenterPoint Energy’s Condensed Statements of Consolidated Income are not necessarily indicative of amounts expected for a full-year period due to the effects of, among other things, (a) seasonal fluctuations in demand for energy and energy services, (b) changes in energy commodity prices, (c) timing of maintenance and other expenditures and (d) acquisitions and dispositions of businesses, assets and other interests.

For a description of CenterPoint Energy’s reportable business segments, see Note 14 .

(2) New Accounting Pronouncements

In February 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2015-02,  Consolidation (Topic 810): Amendments to the Consolidation Analysis (ASU 2015-02). ASU 2015 -02 changes the analysis that reporting organizations must perform to evaluate whether they should consolidate certain legal entities, such as limited partnerships.  The changes include, among others, modification of the evaluation of whether limited partnerships and similar legal entities are variable interest entities (VIEs) or voting interest entities and elimination of the presumption that a general partner should consolidate a limited partnership. ASU 2015-02 does not amend the related party guidance for situations in which power is shared between two or more entities that hold interests in a VIE. ASU 2015 -02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. CenterPoint Energy will adopt ASU 2015-02 on January 1, 2016 and is currently assessing the impact, if any, that this standard will have on its financial position, results of operations, cash flows and disclosures.

6



In April 2015, the FASB issued Accounting Standards Update No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Cost (ASU 2015-03) . ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by ASU 2015-03. CenterPoint Energy will adopt ASU 2015-03 retrospectively on January 1, 2016, which will result in a reduction of both other long-term assets and long-term debt on its Condensed Consolidated Balance Sheets. CenterPoint Energy had debt issuance costs of $59 million and $61 million included in other long-term assets on its Condensed Consolidated Balance Sheets as of March 31, 2015 and December 31, 2014, respectively.

In April 2015, the FASB issued Accounting Standards Update No. 2015-05, Intangibles-Goodwill and Other-Internal-Use Software ( Subtopic 350-40 ) (ASU 2015-05).  ASU 2015-05 provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The guidance will not change a customer’s accounting for service contracts.  ASU 2015-05 is effective for fiscal years, and interim periods within the fiscal years, beginning after December 15, 2015 and may be adopted either prospectively or retrospectively.  CenterPoint Energy will adopt ASU 2015-05 on January 1, 2016 and is currently assessing the impact that this standard will have on its financial position, results of operations, cash flows and disclosures.

Management believes that other recently issued standards, which are not yet effective, will not have a material impact on CenterPoint Energy’s consolidated financial position, results of operations or cash flows upon adoption.

(3) Employee Benefit Plans

CenterPoint Energy’s net periodic cost includes the following components relating to pension and postretirement benefits:
 
Three Months Ended March 31,
 
2015
 
2014
 
Pension
Benefits   (1)
 
Postretirement
Benefits
 
Pension
Benefits   (1)
 
Postretirement
Benefits
 
(in millions)
Service cost
$
10

 
$
1

 
$
10

 
$

Interest cost
23

 
5

 
25

 
6

Expected return on plan assets
(30
)
 
(2
)
 
(31
)
 
(2
)
Amortization of prior service cost
3

 

 
3

 

Amortization of net loss
14

 
1

 
11

 

Amortization of transition obligation

 

 

 
1

Settlement cost (2)
9

 

 

 

Net periodic cost
$
29

 
$
5

 
$
18

 
$
5

________________
(1)
Net periodic cost in these tables is before considering amounts subject to overhead allocations for capital expenditure projects or for amounts subject to deferral for regulatory purposes.  

(2)
A one-time, non-cash settlement charge is required when lump sum distributions or other settlements of plan benefit obligations during a plan year exceed the service cost and interest cost components of net periodic cost for that year.  Due to the distribution of lump sum payments from the non-qualified pension plan during the three months ended March 31, 2015, CenterPoint Energy recognized a non-cash settlement charge of $9 million .  This charge is an acceleration of costs that would otherwise be recognized in future periods.  CenterPoint Energy will continue to recognize incremental settlement costs in subsequent quarters as additional lump sum distributions are made under the non-qualified pension plan.  CenterPoint Energy currently estimates the additional settlement costs in the remaining nine months of 2015 to total approximately $1 million



7


CenterPoint Energy's changes in accumulated comprehensive loss related to defined benefit and postretirement plans are as follows:
 
Three Months Ended March 31,
 
2015
 
2014
 
Pension and Postretirement Plans
 
(in millions)
Beginning Balance
$
(85
)
 
$
(88
)
Amounts reclassified from accumulated other comprehensive loss:
 
 
 
     Actuarial losses (1)
4

 
2

Total reclassifications from accumulated other comprehensive loss
4

 
2

Tax expense
(2
)
 
(1
)
Net current period other comprehensive income
2

 
1

Ending Balance
$
(83
)
 
$
(87
)
________________
(1)
These components are included in the computation of net periodic cost.

CenterPoint Energy expects to contribute a total of approximately $66 million to its pension plans in 2015 , of which approximately $23 million was contributed during the three months ended March 31, 2015 .

CenterPoint Energy expects to contribute a total of approximately $17 million to its postretirement benefits plan in 2015 , of which approximately $5 million was contributed during the three months ended March 31, 2015 .

(4) Regulatory Accounting

As of March 31, 2015 , CenterPoint Energy has not recognized an allowed equity return of $433 million because such return will be recognized as it is recovered in rates. During the three months ended March 31, 2015 and 2014 , CenterPoint Houston recognized approximately $9 million and $15 million , respectively, of the allowed equity return not previously recognized.

(5) Derivative Instruments

CenterPoint Energy is exposed to various market risks. These risks arise from transactions entered into in the normal course of business.  CenterPoint Energy utilizes derivative instruments such as physical forward contracts, swaps and options to mitigate the impact of changes in commodity prices and weather on its operating results and cash flows. Such derivatives are recognized in CenterPoint Energy’s Condensed Consolidated Balance Sheets at their fair value unless CenterPoint Energy elects the normal purchase and sales exemption for qualified physical transactions. A derivative may be designated as a normal purchase or sale if the intent is to physically receive or deliver the product for use or sale in the normal course of business.

CenterPoint Energy has a Risk Oversight Committee composed of corporate and business segment officers that oversees all commodity price, weather and credit risk activities, including CenterPoint Energy’s marketing, risk management services and hedging activities. The committee’s duties are to establish CenterPoint Energy’s commodity risk policies, allocate board-approved commercial risk limits, approve the use of new products and commodities, monitor positions and ensure compliance with CenterPoint Energy’s risk management policies, procedures and limits established by CenterPoint Energy’s board of directors.

CenterPoint Energy’s policies prohibit the use of leveraged financial instruments. A leveraged financial instrument, for this purpose, is a transaction involving a derivative whose financial impact will be based on an amount other than the notional amount or volume of the instrument.

(a)
Non-Trading Activities

Derivative Instruments. CenterPoint Energy enters into certain derivative instruments to manage physical commodity price risk and does not engage in proprietary or speculative commodity trading.  These financial instruments do not qualify or are not designated as cash flow or fair value hedges.

Weather Hedges. CenterPoint Energy has weather normalization or other rate mechanisms that mitigate the impact of weather on its natural gas distribution business (NGD) in Arkansas, Louisiana, Mississippi and Oklahoma. NGD in Texas and Minnesota

8


and electric operations in Texas do not have such mechanisms. As a result, fluctuations from normal weather may have a significant positive or negative effect on NGD’s results in Texas and Minnesota and on CenterPoint Houston’s results in its service territory.

CenterPoint Energy entered into heating-degree day swaps for certain NGD jurisdictions to mitigate the effect of fluctuations from normal weather on its results of operations and cash flows for the winter heating season, which contained a bilateral dollar cap of $16 million in both 2013 - 2014 and 2014 - 2015. CenterPoint Energy also entered into a winter weather hedge for the CenterPoint Houston service territory, which contained a bilateral dollar cap of $8 million in both 2013 - 2014 and 2014 - 2015. The swaps are based on ten -year normal weather. During the three months ended March 31, 2015 and 2014 , CenterPoint Energy recognized losses of $10 million and $8 million , respectively, related to these swaps. Weather hedge gains and losses are included in revenues in the Condensed Statements of Consolidated Income.

(b)
Derivative Fair Values and Income Statement Impacts

The following tables present information about CenterPoint Energy’s derivative instruments and hedging activities. The first four tables provide a balance sheet overview of CenterPoint Energy’s Derivative Assets and Liabilities as of March 31, 2015 and December 31, 2014 , while the last table provides a breakdown of the related income statement impacts for the three months ended March 31, 2015 and 2014 .
Fair Value of Derivative Instruments
 
 
 
 
March 31, 2015
Total derivatives not designated
as hedging instruments
 
Balance Sheet
Location
 
Derivative
Assets
Fair Value
 
Derivative
Liabilities
Fair Value
 
 
 
 
(in millions)
Natural gas derivatives (1) (2)
 
Current Assets: Non-trading derivative assets
 
$
82

 
$

Natural gas derivatives (1) (2)
 
Other Assets: Non-trading derivative assets
 
35

 

Natural gas derivatives (1) (2)
 
Current Liabilities: Non-trading derivative liabilities
 
9

 
63

Natural gas derivatives (1) (2)
 
Other Liabilities: Non-trading derivative liabilities
 
2

 
19

Indexed debt securities derivative
 
Current Liabilities
 

 
517

Total
 
$
128

 
$
599

_____________
(1)
The fair value shown for natural gas contracts is comprised of derivative gross volumes totaling 749  billion cubic feet (Bcf) or a net 126  Bcf long position.  Of the net long position, basis swaps constitute 125  Bcf.

(2)
Natural gas contracts are presented on a net basis in the Condensed Consolidated Balance Sheets. Natural gas contracts are subject to master netting arrangements. This netting applies to all undisputed amounts due or past due and causes derivative assets (liabilities) to be ultimately presented net in a liability (asset) account within the Condensed Consolidated Balance Sheets. The net of total non-trading derivative assets and liabilities was a $106 million asset as shown on CenterPoint Energy’s Condensed Consolidated Balance Sheets (and as detailed in the table below), and was comprised of the natural gas contracts derivative assets and liabilities separately shown above, offset by collateral netting of $60 million .
Offsetting of Natural Gas Derivative Assets and Liabilities
 
 
March 31, 2015
 
 
Gross Amounts   Recognized (1)
 
Gross Amounts Offset in the Consolidated Balance Sheets
 
Net Amount Presented in the Consolidated Balance Sheets (2)
 
 
(in millions)
Current Assets: Non-trading derivative assets
 
$
91

 
$
(9
)
 
$
82

Other Assets: Non-trading derivative assets
 
37

 
(2
)
 
35

Current Liabilities: Non-trading derivative liabilities
 
(63
)
 
54

 
(9
)
Other Liabilities: Non-trading derivative liabilities
 
(19
)
 
17

 
(2
)
Total
 
$
46

 
$
60

 
$
106

________________
(1)
Gross amounts recognized include some derivative assets and liabilities that are not subject to master netting arrangements.


9


(2)
The derivative assets and liabilities on the Condensed Consolidated Balance Sheets exclude accounts receivable or accounts payable that, should they exist, could be used as offsets to these balances in the event of a default.
Fair Value of Derivative Instruments
 
 
 
 
December 31, 2014
Total derivatives not designated
as hedging instruments
 
Balance Sheet
Location
 
Derivative
Assets
Fair Value
 
Derivative
Liabilities
Fair Value
 
 
 
 
(in millions)
Natural gas derivatives (1) (2)
 
Current Assets: Non-trading derivative assets
 
$
101

 
$
1

Natural gas derivatives (1) (2)
 
Other Assets: Non-trading derivative assets
 
32

 

Natural gas derivatives (1) (2)
 
Current Liabilities: Non-trading derivative liabilities
 
14

 
83

Natural gas derivatives (1) (2)
 
Other Liabilities: Non-trading derivative liabilities
 
2

 
18

Indexed debt securities derivative
 
Current Liabilities
 

 
541

Total
 
$
149

 
$
643

_______________
(1)
The fair value shown for natural gas contracts is comprised of derivative gross volumes totaling 804 Bcf or a net 60  Bcf long position.  Of the net long position, basis swaps constitute 127  Bcf.

(2)
Natural gas contracts are presented on a net basis in the Condensed Consolidated Balance Sheets. Natural gas contracts are subject to master netting arrangements. This netting applies to all undisputed amounts due or past due and causes derivative assets (liabilities) to be ultimately presented net in a liability (asset) account within the Condensed Consolidated Balance Sheets. The net of total non-trading derivative assets and liabilities was a $111 million asset as shown on CenterPoint Energy’s Condensed Consolidated Balance Sheets (and as detailed in the table below), and was comprised of the natural gas contracts derivative assets and liabilities separately shown above, offset by collateral netting of $64 million .
Offsetting of Natural Gas Derivative Assets and Liabilities
 
 
December 31, 2014
 
 
Gross Amounts   Recognized (1)
 
Gross Amounts Offset in the Consolidated Balance Sheets
 
Net Amount Presented in the Consolidated Balance Sheets (2)
 
 
(in millions)
Current Assets: Non-trading derivative assets
 
$
115

 
$
(16
)
 
$
99

Other Assets: Non-trading derivative assets
 
34

 
(2
)
 
32

Current Liabilities: Non-trading derivative liabilities
 
(84
)
 
65

 
(19
)
Other Liabilities: Non-trading derivative liabilities
 
(18
)
 
17

 
(1
)
Total
 
$
47

 
$
64

 
$
111

________________
(1)
Gross amounts recognized include some derivative assets and liabilities that are not subject to master netting arrangements.

(2)
The derivative assets and liabilities on the Condensed Consolidated Balance Sheets exclude accounts receivable or accounts payable that, should they exist, could be used as offsets to these balances in the event of a default.


10


Realized and unrealized gains and losses on derivatives are recognized in the Condensed Statements of Consolidated Income as revenue for retail sales derivative contracts and as natural gas expense for financial natural gas derivatives and non-retail related physical natural gas derivatives. Unrealized gains and losses on indexed debt securities are recorded as Other Income (Expense) in the Condensed Statements of Consolidated Income.
Income Statement Impact of Derivative Activity
 
 
 
 
Three Months Ended March 31,
Total derivatives not designated
as hedging instruments
 
Income Statement Location
 
2015
 
2014
 
 
 
 
(in millions)
Natural gas derivatives
 
Gains (Losses) in Revenues
 
$
(133
)
 
$
(101
)
Natural gas derivatives (1)
 
Gains (Losses) in Expenses: Natural Gas
 
132

 
110

Indexed debt securities derivative
 
Gains (Losses) in Other Income (Expense)
 
24

 
43

Total
 
$
23

 
$
52

________________
(1)
The Gains (Losses) in Expenses: Natural Gas includes $-0- and $2 million during the three months ended March 31, 2015 and 2014 , respectively, related to physical forwards purchased from Enable.

(c)
Credit Risk Contingent Features

CenterPoint Energy enters into financial derivative contracts containing material adverse change provisions.  These provisions could require CenterPoint Energy to post additional collateral if the Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc. credit ratings of CenterPoint Energy, Inc. or its subsidiaries are downgraded.  The total fair value of the derivative instruments that contain credit risk contingent features that are in a net liability position at March 31, 2015 and December 31, 2014 was $3 million and $2 million , respectively.  The aggregate fair value of assets that were posted as collateral was less than $1 million at both March 31, 2015 and December 31, 2014 .  If all derivative contracts (in a net liability position) containing credit risk contingent features were triggered at March 31, 2015 and December 31, 2014 , $3 million and $2 million , respectively, of additional assets would be required to be posted as collateral.

(6) Fair Value Measurements

Assets and liabilities that are recorded at fair value in the Condensed Consolidated Balance Sheets are categorized based upon the level of judgment associated with the inputs used to measure their value. Hierarchical levels, as defined below and directly related to the amount of subjectivity associated with the inputs to fair valuations of these assets and liabilities, are as follows:

Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date. The types of assets carried at Level 1 fair value generally are exchange-traded derivatives and equity securities.

Level 2: Inputs, other than quoted prices included in Level 1, are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar instruments in active markets, and inputs other than quoted prices that are observable for the asset or liability. Fair value assets and liabilities that are generally included in this category are derivatives with fair values based on inputs from actively quoted markets.  A market approach is utilized to value CenterPoint Energy’s Level 2 assets or liabilities.

Level 3: Inputs are unobservable for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. Unobservable inputs reflect CenterPoint Energy’s judgments about the assumptions market participants would use in pricing the asset or liability since limited market data exists. CenterPoint Energy develops these inputs based on the best information available, including CenterPoint Energy’s own data. A market approach is utilized to value CenterPoint Energy’s Level 3 assets or liabilities. At March 31, 2015, CenterPoint Energy’s Level 3 assets and liabilities are comprised of physical forward contracts and options. Level 3 physical forward contracts are valued using a discounted cash flow model which includes illiquid forward price curve locations (ranging from $2.26 to $3.84 per one million British thermal units) as an unobservable input. Level 3 options are valued through Black-Scholes (including forward start) option models which include option volatilities (ranging from 33% to 60% ) as an unobservable input.  CenterPoint Energy’s Level 3 derivative assets and liabilities consist of both long and short positions (forwards and options) and their fair value is sensitive to forward prices and volatilities. If forward prices decrease, CenterPoint Energy’s long forwards lose value whereas its short forwards gain in value.  If volatility decreases, CenterPoint Energy’s long options lose value whereas its short options gain in value.


11


CenterPoint Energy determines the appropriate level for each financial asset and liability on a quarterly basis and recognizes transfers between levels at the end of the reporting period.  For the three months ended March 31, 2015 , there were no transfers between Level 1 and 2. CenterPoint Energy also recognizes purchases of Level 3 financial assets and liabilities at their fair market value at the end of the reporting period.

The following tables present information about CenterPoint Energy’s assets and liabilities (including derivatives that are presented net) measured at fair value on a recurring basis as of March 31, 2015 and December 31, 2014 , and indicate the fair value hierarchy of the valuation techniques utilized by CenterPoint Energy to determine such fair value.
 
Quoted Prices in
Active Markets
for Identical Assets
(Level 1)
 
Significant Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Netting
Adjustments (1)
 
Balance
as of
March 31, 2015
 
 
 
 
 
 
(in millions)
Assets
 
 
 
 
 
 
 
 
 
Corporate equities
$
915

 
$

 
$

 
$

 
$
915

Investments, including money
market funds (2)
32

 

 

 

 
32

Natural gas derivatives
3

 
110

 
15

 
(11
)
 
117

Total assets
$
950

 
$
110

 
$
15

 
$
(11
)
 
$
1,064

Liabilities
 

 
 

 
 

 
 

 
 

Indexed debt securities derivative
$

 
$
517

 
$

 
$

 
$
517

Natural gas derivatives
15

 
65

 
2

 
(71
)
 
11

Total liabilities
$
15

 
$
582

 
$
2

 
$
(71
)
 
$
528

 ________________
(1)
Amounts represent the impact of legally enforceable master netting arrangements that allow CenterPoint Energy to settle positive and negative positions and also include cash collateral of $60 million posted with the same counterparties.

(2)
Amounts are included in Prepaid Expenses and Other Current Assets in the Condensed Consolidated Balance Sheets.
 
 
Quoted Prices in
Active Markets
for Identical Assets
(Level 1)
 
Significant Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Netting
Adjustments (1)
 
Balance
as of
December 31, 2014
 
 
 
 
 
 
(in millions)
Assets
 
 
 
 
 
 
 
 
 
Corporate equities
$
932

 
$

 
$

 
$

 
$
932

Investments, including money
market funds (2)
54

 

 

 

 
54

Natural gas derivatives
7

 
122

 
20

 
(18
)
 
131

Total assets
$
993

 
$
122

 
$
20

 
$
(18
)
 
$
1,117

Liabilities
 

 
 

 
 

 
 

 
 

Indexed debt securities derivative
$

 
$
541

 
$

 
$

 
$
541

Natural gas derivatives
22

 
77

 
3

 
(82
)
 
20

Total liabilities
$
22

 
$
618

 
$
3

 
$
(82
)
 
$
561

 ________________
(1)
Amounts represent the impact of legally enforceable master netting arrangements that allow CenterPoint Energy to settle positive and negative positions and also include cash collateral of $64 million posted with the same counterparties.

(2)
Amounts are included in Prepaid Expenses and Other Current Assets in the Condensed Consolidated Balance Sheets.



12


The following table presents additional information about assets or liabilities, including derivatives that are measured at fair value on a recurring basis for which CenterPoint Energy has utilized Level 3 inputs to determine fair value:
 
Fair Value Measurements Using Significant
Unobservable Inputs (Level 3)
 
Derivative assets and liabilities, net
 
Three Months Ended March 31,
 
2015
 
2014
 
(in millions)
Beginning balance
$
17

 
$
3

Total losses

 
(2
)
Total settlements
(3
)
 
1

Transfers into Level 3

 
(1
)
Transfers out of Level 3
(1
)
 

Ending balance (1)
$
13

 
$
1

The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains or losses relating to assets still held at the reporting date
$
2

 
$
(2
)
 ________________
(1)
CenterPoint Energy did not have significant Level 3 purchases or sales during either of the three months ended March 31, 2015 or 2014 .

Estimated Fair Value of Financial Instruments

The fair values of cash and cash equivalents, investments in debt and equity securities classified as “trading” and short-term borrowings are estimated to be approximately equivalent to carrying amounts and have been excluded from the table below. The carrying amounts of non-trading derivative assets and liabilities and CenterPoint Energy’s 2.0% Zero-Premium Exchangeable Subordinated Notes due 2029 (ZENS) indexed debt securities derivative are stated at fair value and are excluded from the table below.  The fair value of each debt instrument is determined by multiplying the principal amount of each debt instrument by the market price. These assets and liabilities, which are not measured at fair value in the Condensed Consolidated Balance Sheets but for which the fair value is disclosed, would be classified as Level 1 or Level 2 in the fair value hierarchy.
 
March 31, 2015
 
December 31, 2014
 
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
 
(in millions)
Financial assets:
 
 
 
 
 
 
 
Notes receivable - affiliated companies
$
363

 
$
364

 
$
363

 
$
362

Financial liabilities:
 
 
 
 
 
 
 
Long-term debt
$
8,418

 
$
9,275

 
$
8,652

 
$
9,427


(7) Unconsolidated Affiliates

On May 1, 2013 (the Closing Date) CERC Corp., OGE Energy Corp. and ArcLight Capital Partners, LLC closed on the formation of Enable. CenterPoint Energy has the ability to significantly influence the operating and financial policies of Enable and, accordingly, accounts for its investment in Enable using the equity method of accounting.

CenterPoint Energy’s maximum exposure to loss related to Enable, a VIE in which CenterPoint Energy is not the primary beneficiary, is limited to its equity investment as presented in the Condensed Consolidated Balance Sheet at March 31, 2015 , CERC Corp.’s guarantee of collection of Enable’s $1.1 billion senior notes due 2019 and 2024 (Guaranteed Senior Notes) and other guarantees discussed in Note 12 , CERC Corp.’s $363 million notes receivable from Enable and outstanding current accounts receivable from Enable. The $363 million of notes receivable from Enable bears interest at an annual rate of 2.10% to 2.45% and matures in 2017. CenterPoint Energy recorded interest income of $2 million during each of the three months ended March 31, 2015 and 2014 and had interest receivable from Enable of $6 million and $4 million as of March 31, 2015 and December 31, 2014 , respectively, on its notes receivable.


13


Effective on the Closing Date, CenterPoint Energy and Enable entered into a Services Agreement, Employee Transition Agreement, Transitional Seconding Agreement, and other agreements.  Under the Services Agreement, CenterPoint Energy agreed to provide certain support services to Enable such as accounting, legal, risk management and treasury functions for an initial term.  The initial term of the Services Agreement ends on April 30, 2016, after which date such services continue on a year-to-year basis unless terminated by Enable with at least 90 days’ notice.  Enable may terminate the Services Agreement, or the provision of any services thereunder, upon approval by its board of directors and at least 180 days’ notice.

CenterPoint Energy provided seconded employees to Enable to support its operations for a term ending on December 31, 2014. Enable, at its discretion, had the right to select and offer employment to seconded employees from CenterPoint Energy. During the fourth quarter of 2014, Enable notified CenterPoint Energy that it provided employment offers to substantially all of the seconded employees from CenterPoint Energy. Substantially all of the seconded employees became employees of Enable effective January 1, 2015.

In accordance with the Enable formation agreements, CenterPoint Energy had certain put rights, and Enable had certain call rights, exercisable with respect to the 25.05% interest in Southeast Supply Header, LLC (SESH) retained by CenterPoint Energy on the Closing Date, under which CenterPoint Energy would contribute its retained interest in SESH, in exchange for a specified number of limited partner common units in Enable and a cash payment, payable either from CenterPoint Energy to Enable or from Enable to CenterPoint Energy, to the extent of changes in the value of SESH subject to certain restrictions. Specifically, the rights were and are exercisable with respect to (1) a 24.95% interest in SESH ( 24.95% Put), which closed on May 30, 2014 and (2) a 0.1% interest in SESH, which may be exercised no earlier than June 2015 for 25,341 common units in Enable.

CenterPoint Energy billed Enable for reimbursement of transition services, including the costs of seconded employees, $5 million and $45 million during the three months ended March 31, 2015 and 2014 , respectively, under the Transition Agreements for transition services. Actual transition services costs are recorded net of reimbursements received from Enable. CenterPoint Energy had accounts receivable from Enable of $3 million and $28 million as of March 31, 2015 and December 31, 2014 , respectively, for amounts billed for transition services, including the cost of seconded employees.

CenterPoint Energy incurred natural gas expenses, including transportation and storage costs, of $39 million and $47 million during the three months ended March 31, 2015 and 2014 , respectively, for transactions with Enable. CenterPoint Energy had accounts payable to Enable of $11 million and $23 million at March 31, 2015 and December 31, 2014 , respectively, from such transactions.

As of March 31, 2015 , CenterPoint Energy held an approximate 55.4% limited partner interest in Enable, consisting of 94,126,366 common units and 139,704,916 subordinated units, and a 0.1% interest in SESH.

CenterPoint Energy evaluates its equity method investments for impairment when factors indicate that a decrease in value of its investment has occurred and the carrying amount of its investment may not be recoverable. An impairment loss, based on the excess of the carrying value over the best estimate of fair value of the investment, is recognized in earnings when an impairment is deemed to be other than temporary. Considerable judgment is used in determining if an impairment loss is other than temporary and the amount of any impairment. As of March 31, 2015, the carrying value of CenterPoint Energy’s investment in Enable was $19.24 per unit. On March 31, 2015, Enable’s common unit price closed at $16.40 (an aggregate of approximately $665 million below carrying value).

Based on an analysis of its investment in Enable as of March 31, 2015, CenterPoint Energy believes that the decline in the value of its investment is temporary, and that the carrying value of its investment of $4.5 billion will be recovered. CenterPoint Energy considered the severity and duration of the impairment, management’s intent and ability to hold its investment to recovery, significant events and conditions of Enable, including its investment grade credit rating and planned expansion projects, along with other factors, to conclude that its investment is not other than temporarily impaired as of March 31, 2015. 

Investment in Unconsolidated Affiliates:
 
 
March 31,
2015
 
December 31, 2014
 
 
(in millions)
Enable
 
$
4,500

 
$
4,520

SESH
 
1

 
1

  Total
 
$
4,501

 
$
4,521



14



Equity in Earnings of Unconsolidated Affiliates, net:
 
 
Three Months Ended March 31,
 
 
2015
 
2014
 
 
(in millions)
Enable
 
$
52

 
$
88

SESH
 

 
3

  Total
 
$
52

 
$
91

Summarized unaudited consolidated income information for Enable is as follows:
 
 
Three Months Ended March 31,
 
 
2015
 
2014
 
 
(in millions)
Operating revenues
 
$
616

 
$
1,002

Cost of sales, excluding depreciation and amortization
 
292

 
633

Operating income
 
104

 
162

Net income attributable to Enable
 
91

 
149

 
 
 
 
 
CenterPoint Energy's interest
 
$
51

 
$
87

Basis difference accretion
 
1

 
1

CenterPoint Energy's equity in earnings, net
 
$
52

 
$
88

Summarized unaudited consolidated balance sheet information for Enable is as follows:
 
 
March 31,
2015
 
December 31, 2014
 
 
(in millions)
Current assets
 
$
407

 
$
438

Non-current assets
 
11,561

 
11,399

Current liabilities
 
841

 
671

Non-current liabilities
 
2,340

 
2,343

Non-controlling interest
 
31

 
31

Enable partners' capital
 
8,756

 
8,792

 
 
 
 
 
CenterPoint Energy's ownership interest in Enable partners' capital
 
$
4,848

 
$
4,869

 
 
 
 
 
CenterPoint Energy's basis difference attributable to goodwill (1)
 
(217
)
 
(217
)
CenterPoint Energy's accretable basis difference (2)
 
(131
)
 
(132
)
CenterPoint Energy's total basis difference
 
(348
)
 
(349
)
 
 
 
 
 
CenterPoint Energy's investment in Enable
 
$
4,500

 
$
4,520


(1)
The difference relates to CenterPoint Energy’s proportionate share of Enable’s goodwill arising from its acquisition of Enogex LLC, and therefore will be recognized by CenterPoint Energy upon dilution or disposition of its interest in Enable.

(2)
The difference will be recognized by CenterPoint Energy over 30 years beginning May 1, 2013. CenterPoint Energy will also adjust the accretable basis difference for dilution or disposition of its interest in Enable.


15


Distributions Received from Unconsolidated Affiliates:
 
 
Three Months Ended March 31,
 
 
2015
 
2014
 
 
(in millions)
Enable
 
$
72

 
$
67

SESH
 

 
3

  Total
 
$
72

 
$
70

(8) Goodwill

Goodwill by reportable business segment as of both March 31, 2015 and December 31, 2014 is as follows (in millions):
Natural Gas Distribution
$
746

Energy Services
83

Other Operations
11

Total
$
840


(9) Capital Stock

CenterPoint Energy, Inc. has 1,020,000,000 authorized shares of capital stock, comprised of 1,000,000,000  shares of $0.01 par value common stock and 20,000,000  shares of $0.01 par value cumulative preferred stock. At March 31, 2015 , 430,206,802  shares of CenterPoint Energy, Inc. common stock were issued and 430,206,636 shares were outstanding. At December 31, 2014 , 429,795,996  shares of CenterPoint Energy, Inc. common stock were issued and 429,795,830  shares were outstanding. Outstanding common shares exclude 166 treasury shares at both March 31, 2015 and December 31, 2014 .

(10) Short-term Borrowings and Long-term Debt

(a)
Short-term Borrowings

Inventory Financing . NGD has asset management agreements associated with its utility distribution service in Arkansas, north Louisiana and Oklahoma that extend through 2018. Pursuant to the provisions of the agreements, NGD sells natural gas and agrees to repurchase an equivalent amount of natural gas during the winter heating seasons at the same cost, plus a financing charge. These transactions are accounted for as a financing and they had an associated principal obligation of $-0- and $53 million as of March 31, 2015 and December 31, 2014 , respectively.

(b)
Long-term Debt

Credit Facilities. As of March 31, 2015 and December 31, 2014 , CenterPoint Energy, CenterPoint Houston and CERC Corp. had the following revolving credit facilities and utilization of such facilities (in millions):
 
 
 
March 31, 2015
 
December 31, 2014
 
Size of
Facility
 
Loans
 
Letters
of Credit
 
Commercial
Paper
 
Loans
 
Letters
of Credit
 
Commercial
Paper
CenterPoint Energy
$
1,200

 
$

 
$
6

 
$
157

 
$

 
$
6

 
$
191

CenterPoint Houston
300

 

 
4

 

 

 
4

 

CERC Corp.
600

 

 

 
279

 

 

 
341

Total
$
2,100

 
$

 
$
10

 
$
436

 
$

 
$
10

 
$
532


CenterPoint Energy’s $1.2 billion revolving credit facility, which is scheduled to terminate on September 9, 2019 , can be drawn at the London Interbank Offered Rate (LIBOR) plus 1.25% based on CenterPoint Energy’s current credit ratings. The revolving credit facility contains a financial covenant which limits CenterPoint Energy’s consolidated debt (excluding transition and system restoration bonds) to an amount not to exceed 65% of CenterPoint Energy’s consolidated capitalization. The financial covenant limit will temporarily increase from 65% to 70% if CenterPoint Houston experiences damage from a natural disaster in its service territory and CenterPoint Energy certifies to the administrative agent that CenterPoint Houston has incurred system restoration costs reasonably likely to exceed $100 million in a consecutive twelve -month period, all or part of which CenterPoint

16


Houston intends to seek to recover through securitization financing. Such temporary increase in the financial covenant would be in effect from the date CenterPoint Energy delivers its certification until the earliest to occur of (i) the completion of the securitization financing, (ii) the first anniversary of CenterPoint Energy’s certification or (iii) the revocation of such certification.

CenterPoint Houston’s $300 million revolving credit facility, which is scheduled to terminate on September 9, 2019 , can be drawn at LIBOR plus 1.125% based on CenterPoint Houston’s current credit ratings. The revolving credit facility contains a financial covenant which limits CenterPoint Houston’s consolidated debt (excluding transition and system restoration bonds) to an amount not to exceed 65% of CenterPoint Houston's consolidated capitalization.

CERC Corp.’s $600 million revolving credit facility, which is scheduled to terminate on September 9, 2019 , can be drawn at LIBOR plus 1.50% based on CERC Corp.’s current credit ratings. The revolving credit facility contains a financial covenant which limits CERC’s consolidated debt to an amount not to exceed 65% of CERC’s consolidated capitalization.

CenterPoint Energy, CenterPoint Houston and CERC Corp. were in compliance with all financial covenants as of March 31, 2015 .

(11) Income Taxes

The effective tax rate reported for both the three months ended March 31, 2015 and 2014 was 37% .

CenterPoint Energy reported no uncertain tax liability as of March 31, 2015 and expects no significant change to the uncertain tax liability over the next twelve months.  Tax years through 2011 have been audited and settled with the Internal Revenue Service (IRS). The consolidated federal income tax returns for the years 2012 and 2013 are currently under audit by the IRS. For 2014 and 2015, CenterPoint Energy is a participant in the IRS’s Compliance Assurance Process.

(12) Commitments and Contingencies

(a)
Natural Gas Supply Commitments

Natural gas supply commitments include natural gas contracts related to CenterPoint Energy’s Natural Gas Distribution and Energy Services business segments, which have various quantity requirements and durations, that are not classified as non-trading derivative assets and liabilities in CenterPoint Energy’s Consolidated Balance Sheets as of March 31, 2015 and December 31, 2014 as these contracts meet an exception as “normal purchases contracts” or do not meet the definition of a derivative. Natural gas supply commitments also include natural gas transportation contracts that do not meet the definition of a derivative. As of March 31, 2015 , minimum payment obligations for natural gas supply commitments are approximately $282 million for the remaining nine months in 2015, $471 million in 2016, $446 million in 2017, $400 million in 2018, $220 million in 2019 and $125 million after 2019.

(b)
Legal, Environmental and Other Regulatory Matters

Legal Matters

Gas Market Manipulation Cases .  CenterPoint Energy, CenterPoint Houston or their predecessor, Reliant Energy, Incorporated (Reliant Energy), and certain of their former subsidiaries have been named as defendants in certain lawsuits described below. Under a master separation agreement between CenterPoint Energy and a former subsidiary, Reliant Resources, Inc. (RRI), CenterPoint Energy and its subsidiaries are entitled to be indemnified by RRI and its successors for any losses, including certain attorneys’ fees and other costs, arising out of these lawsuits.  In May 2009, RRI sold its Texas retail business to a subsidiary of NRG and RRI changed its name to RRI Energy, Inc. In December 2010, Mirant Corporation merged with and became a wholly owned subsidiary of RRI, and RRI changed its name to GenOn Energy, Inc. (GenOn). In December 2012, NRG acquired GenOn through a merger in which GenOn became a wholly owned subsidiary of NRG. None of the sale of the retail business, the merger with Mirant Corporation, or the acquisition of GenOn by NRG alters RRI’s (now GenOn’s) contractual obligations to indemnify CenterPoint Energy and its subsidiaries, including CenterPoint Houston, for certain liabilities, including their indemnification obligations regarding the gas market manipulation litigation, nor does it affect the terms of existing guarantee arrangements for certain GenOn gas transportation contracts discussed below.

A large number of lawsuits were filed against numerous gas market participants in a number of federal and western state courts in connection with the operation of the natural gas markets in 2000–2002. CenterPoint Energy and its affiliates have since been released or dismissed from all but one such case. CenterPoint Energy Services, Inc. (CES), a subsidiary of CERC Corp., is a defendant in a case now pending in federal court in Nevada alleging a conspiracy to inflate Wisconsin natural gas prices in 2000–

17


2002.  In July 2011, the court issued an order dismissing the plaintiffs’ claims against other defendants in the case, each of whom had demonstrated Federal Energy Regulatory Commission jurisdictional sales for resale during the relevant period, based on federal preemption, and stayed the remainder of the case pending outcome of the appeals.  The plaintiffs appealed this ruling to the United States Court of Appeals for the Ninth Circuit, which reversed the trial court’s dismissal of the plaintiffs’ claims. In August 2013, the other defendants filed a petition for review with the U.S. Supreme Court, which the court granted on July 1, 2014. The Supreme Court heard arguments on January 12, 2015, and on April 21, 2015, affirmed the Ninth Circuit’s ruling and remanded the case to the district court for further proceedings. CenterPoint Energy and CES intend to continue vigorously defending against the plaintiffs’ claims on remand.  CenterPoint Energy does not expect the ultimate outcome of this matter to have a material adverse effect on its financial condition, results of operations or cash flows.

Environmental Matters

Manufactured Gas Plant Sites. CERC and its predecessors operated manufactured gas plants (MGPs) in the past.  There are seven MGP sites in CERC’s Minnesota service territory.  CERC believes it never owned or operated, and therefore has no liability with respect to, two of these sites.  With respect to two other sites, CERC has completed state ordered remediation, other than ongoing monitoring and water treatment.

At March 31, 2015 , CERC had recorded a liability of $7 million for remediation of these Minnesota sites. The estimated range of possible remediation costs for the sites for which CERC believes it may have responsibility was $4 million to $29 million based on remediation continuing for 30 to 50 years. The cost estimates are based on studies of a site or industry average costs for remediation of sites of similar size. The actual remediation costs will be dependent upon the number of sites to be remediated, the participation of other potentially responsible parties (PRPs), if any, and the remediation methods used. As of March 31, 2015 , CERC had collected $4 million from insurance companies to be used for future environmental remediation.

In addition to the Minnesota sites, the United States Environmental Protection Agency and other regulators have investigated MGP sites that were owned or operated by CERC or may have been owned by one of its former affiliates. CERC and CenterPoint Energy do not expect the ultimate outcome of these investigations to have a material adverse effect on the financial condition, results of operations or cash flows of either CenterPoint Energy or CERC.

Asbestos. Some facilities owned by CenterPoint Energy contain or have contained asbestos insulation and other asbestos-containing materials. CenterPoint Energy or its subsidiaries have been named, along with numerous others, as a defendant in lawsuits filed by a number of individuals who claim injury due to exposure to asbestos. Some of the claimants have worked at locations owned by subsidiaries of CenterPoint Energy, but most existing claims relate to facilities previously owned by CenterPoint Energy’s subsidiaries. In 2004 and early 2005, CenterPoint Energy sold its generating business, to which most of these claims relate, to a company which is now an affiliate of NRG. Under the terms of the arrangements regarding separation of the generating business from CenterPoint Energy and its sale of that business, ultimate financial responsibility for uninsured losses from claims relating to the generating business has been assumed by the NRG affiliate, but CenterPoint Energy has agreed to continue to defend such claims to the extent they are covered by insurance maintained by CenterPoint Energy, subject to reimbursement of the costs of such defense by the NRG affiliate. CenterPoint Energy anticipates that additional claims like those received may be asserted in the future. Although their ultimate outcome cannot be predicted at this time, CenterPoint Energy intends to continue vigorously contesting claims that it does not consider to have merit and, based on its experience to date, does not expect these matters, either individually or in the aggregate, to have a material adverse effect on CenterPoint Energy’s financial condition, results of operations or cash flows.

Other Environmental. From time to time CenterPoint Energy identifies the presence of environmental contaminants on property where its subsidiaries conduct or have conducted operations.  Other such sites involving contaminants may be identified in the future.  CenterPoint Energy has and expects to continue to remediate identified sites consistent with its legal obligations. From time to time CenterPoint Energy has received notices from regulatory authorities or others regarding its status as a PRP in connection with sites found to require remediation due to the presence of environmental contaminants. In addition, CenterPoint Energy has been named from time to time as a defendant in litigation related to such sites. Although the ultimate outcome of such matters cannot be predicted at this time, CenterPoint Energy does not expect, based on its experience to date, these matters, either individually or in the aggregate, to have a material adverse effect on CenterPoint Energy’s financial condition, results of operations or cash flows.


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Other Proceedings

CenterPoint Energy is involved in other legal, environmental, tax and regulatory proceedings before various courts, regulatory commissions and governmental agencies regarding matters arising in the ordinary course of business. From time to time, CenterPoint Energy is also a defendant in legal proceedings with respect to claims brought by various plaintiffs against broad groups of participants in the energy industry. Some of these proceedings involve substantial amounts. CenterPoint Energy regularly analyzes current information and, as necessary, provides accruals for probable liabilities on the eventual disposition of these matters. CenterPoint Energy does not expect the disposition of these matters to have a material adverse effect on CenterPoint Energy’s financial condition, results of operations or cash flows.

(c)
Guarantees

Prior to the distribution of CenterPoint Energy’s ownership in RRI to its shareholders, CERC had guaranteed certain contractual obligations of what became RRI’s trading subsidiary.  When the companies separated, RRI agreed to secure CERC against obligations under the guarantees RRI had been unable to extinguish by the time of separation.  Pursuant to such agreement, as amended in December 2007, RRI (now GenOn) agreed to provide to CERC cash or letters of credit as security against CERC’s obligations under its remaining guarantees for demand charges under certain gas transportation agreements if and to the extent changes in market conditions expose CERC to a risk of loss on those guarantees based on an annual calculation, with any required collateral to be posted each December.  The undiscounted maximum potential payout of the demand charges under these transportation contracts, which will be in effect until 2018, was approximately $40 million as of March 31, 2015 .  Based on market conditions in the fourth quarter of 2014 at the time the most recent annual calculation was made under the agreement, GenOn was not obligated to post any security. If GenOn should fail to perform the contractual obligations, CERC could have to honor its guarantee and, in such event, any collateral then provided as security may be insufficient to satisfy CERC’s obligations.

CenterPoint Energy has provided guarantees (CenterPoint Midstream Guarantees) with respect to the performance of certain obligations of Enable under long-term gas gathering and treating agreements with an indirect wholly owned subsidiary of Encana Corporation and an indirect wholly owned subsidiary of Royal Dutch Shell plc. As of March 31, 2015 , CenterPoint Energy had guaranteed Enable’s obligations up to an aggregate amount of $100 million under these agreements. Under the terms of the omnibus agreement entered into in connection with the closing of the formation of Enable, Enable and CenterPoint Energy have agreed to use commercially reasonable efforts and cooperate with each other to terminate the CenterPoint Midstream Guarantees and to release CenterPoint Energy from such guarantees by causing Enable or one of its subsidiaries to enter into substitute guarantees or to assume the CenterPoint Midstream Guarantees as applicable.

CERC Corp. has also provided a guarantee of collection of $1.1 billion of Enable's Guaranteed Senior Notes. This guarantee is subordinated to all senior debt of CERC Corp. and is subject to automatic release on May 1, 2016.

The fair value of these guarantees is not material.


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(13) Earnings Per Share

The following table reconciles numerators and denominators of CenterPoint Energy’s basic and diluted earnings per share calculations:
 
Three Months Ended March 31,
 
2015
 
2014
 
(in millions, except share and per share amounts)
Net income
$
131

 
$
185

 
 
 
 
Basic weighted average shares outstanding
429,955,000

 
429,163,000

Plus: Incremental shares from assumed conversions:
 
 
 
Restricted stock
1,228,000

 
1,396,000

Diluted weighted average shares
431,183,000

 
430,559,000

 
 
 
 
Basic earnings per share:
 
 
 
Net income
$
0.30

 
$
0.43

 
 
 
 
Diluted earnings per share:
 
 
 
Net income
$
0.30

 
$
0.43


(14) Reportable Business Segments

CenterPoint Energy’s determination of reportable business segments considers the strategic operating units under which CenterPoint Energy manages sales, allocates resources and assesses performance of various products and services to wholesale or retail customers in differing regulatory environments. CenterPoint Energy uses operating income as the measure of profit or loss for its business segments.

CenterPoint Energy’s reportable business segments include the following: Electric Transmission & Distribution, Natural Gas Distribution, Energy Services, Midstream Investments and Other Operations. The electric transmission and distribution function (CenterPoint Houston) is reported in the Electric Transmission & Distribution business segment. Natural Gas Distribution consists of intrastate natural gas sales to, and natural gas transportation and distribution for, residential, commercial, industrial and institutional customers. Energy Services represents CenterPoint Energy’s non-rate regulated gas sales and services operations. Midstream Investments consists primarily of CenterPoint Energy’s investment in Enable and its retained interest in SESH. Other Operations consists primarily of other corporate operations which support all of CenterPoint Energy’s business operations.

Financial data for business segments is as follows (in millions):
 
 
 
 
 
 
 
 
For the Three Months Ended March 31, 2015
 
 
 
 
Revenues from
External
Customers
 
Net
Intersegment
Revenues
 
Operating
Income
 
Total Assets as of March 31, 2015
 
Electric Transmission & Distribution
$
612

(1)  
$

 
$
96

 
$
9,788

 
Natural Gas Distribution
1,185

 
8

 
146

 
5,335

 
Energy Services
632

 
18

 
13

 
891

 
Midstream Investments (2)

 

 

 
4,501

 
Other Operations
4

 

 
1

 
3,153

(3)  
Eliminations

 
(26
)
 

 
(998
)
 
Consolidated
$
2,433

 
$

 
$
256

 
$
22,670

 

20


 
For the Three Months Ended March 31, 2014
 
 
 
 
Revenues from
External
Customers
 
Net
Intersegment
Revenues
 
Operating
Income
 
Total Assets as of December 31, 2014
 
Electric Transmission & Distribution
$
629

(1)  
$

 
$
105

 
$
10,066

 
Natural Gas Distribution
1,478

 
9

 
162

 
5,464

 
Energy Services
1,052

 
32

 
26

 
978

 
Midstream Investments (2)

 

 

 
4,521

 
Other Operations
4

 

 
2

 
3,368

(3)  
Eliminations

 
(41
)
 

 
(1,197
)
 
Consolidated
$
3,163

 
$

 
$
295

 
$
23,200

 
________________
(1)
Sales to affiliates of NRG in the three months ended March 31, 2015 and 2014 represented approximately $184 million and $166 million , respectively, of CenterPoint Houston’s transmission and distribution revenues.  Sales to affiliates of Energy Future Holdings Corp. in the three months ended March 31, 2015 and 2014 represented approximately $52 million and $40 million , respectively, of CenterPoint Houston’s transmission and distribution revenues.

(2)
Midstream Investments reported equity earnings of $52 million from Enable and $-0- of equity earnings from CenterPoint Energy’s interest in SESH for the three months ended March 31, 2015 . Midstream Investments reported equity earnings of $88 million from Enable and $3 million of equity earnings from CenterPoint Energy’s interest in SESH for the three months ended March 31, 2014 . Included in total assets of Midstream Investments as of March 31, 2015 and December 31, 2014 is $4,500 million and $4,520 million , respectively, related to CenterPoint Energy’s investment in Enable and $1 million and $1 million , respectively, related to CenterPoint Energy’s retained interest in SESH.

(3)
Included in total assets of Other Operations as of March 31, 2015 and December 31, 2014 are pension and other postemployment related regulatory assets of $772 million and $795 million , respectively.

(15) Subsequent Events

On April 23, 2015 , CenterPoint Energy’s board of directors declared a regular quarterly cash dividend of $0.2475 per share of common stock payable on June 10, 2015 , to shareholders of record as of the close of business on May 15, 2015 .

On April 24, 2015 , Enable declared a quarterly cash distribution of $0.3125 per unit on all of its outstanding common and subordinated units for the quarter ended March 31, 2015. Accordingly, CERC Corp. expects to receive a cash distribution of approximately $73 million from Enable in the second quarter of 2015 to be made with respect to CERC Corp.’s limited partner interest in Enable for the first quarter of 2015.



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Item 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CENTERPOINT ENERGY, INC. AND SUBSIDIARIES

The following discussion and analysis should be read in combination with our Interim Condensed Financial Statements contained in this Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2014 (2014 Form 10-K).

RECENT EVENTS

Regulatory Matters

Distribution Cost Recovery Factor (DCRF). On April 6, 2015, CenterPoint Energy Houston Electric LLC (CenterPoint Houston) filed an application with the Public Utility Commission of Texas (Texas Utility Commission) for a DCRF interim rate adjustment to account for changes in distribution invested capital since its last rate case. CenterPoint Houston is requesting (i)an increase in annual revenue of $16.7 million based on an increase in rate base from January 1, 2010 through December 31, 2014 of $417 million; and (ii) that rates become effective September 1, 2015.

Brazos Valley Connection Project. In April 2015, CenterPoint Houston filed a Certificate of Convenience and Necessity application with the Texas Utility Commission seeking approval to construct the Brazos Valley Connection (CenterPoint Houston's portion of the Houston region transmission project). CenterPoint Houston has proposed 32 alternative routes for the project in the application and anticipates a final decision from the Texas Utility Commission during the fourth quarter of 2015. Depending on the route selected by the Texas Utility Commission, CenterPoint Houston estimates that the capital costs for the Brazos Valley Connection will be approximately $276 – $383 million. After approval of the application, CenterPoint Houston expects to complete construction of the Brazos Valley Connection by mid-2018.

Texas Coast Rate Case. On March 27, 2015, our regulated natural gas distribution business (NGD) filed a Statement of Intent with each of the 49 cities and unincorporated areas within its Texas Coast service territory for a $6.8 million increase to rates. This increase is based on a rate base of $132.3 million and a return on equity (ROE) of 10.25%. The Railroad Commission of Texas (Railroad Commission) will review the rates and is expected to issue a final order in the fourth quarter of 2015.

Arkansas Formula Rate Review (FRR) Legislation. On March 30, 2015, HB 1655 was signed by Governor Hutchinson and became Act 725 (the Act). This legislation introduces a FRR mechanism for utilities and requires that the Arkansas Public Service Commission (APSC) approve a FRR if requested by a utility and allows a utility to use a projected test year. The Act establishes certain parameters, including the use of an earnings band 50 basis points above and below the allowed return on equity and annual rate changes not to exceed 4% of prior year revenues. Many of the details of a FRR are not established by the Act and are likely to be determined through an individual utility’s rate proceeding.

CONSOLIDATED RESULTS OF OPERATIONS

All dollar amounts in the tables that follow are in millions, except for per share amounts.
 
Three Months Ended March 31,
 
2015
 
2014
Revenues
$
2,433

 
$
3,163

Expenses
2,177

 
2,868

Operating Income
256

 
295

Interest and Other Finance Charges
(89
)
 
(84
)
Interest on Transition and System Restoration Bonds
(28
)
 
(30
)
Equity in Earnings of Unconsolidated Affiliates, net
52

 
91

Other Income, net
18

 
22

Income Before Income Taxes
209

 
294

Income Tax Expense
78

 
109

Net Income
$
131

 
$
185

 
 
 
 
Basic Earnings Per Share
$
0.30

 
$
0.43

 
 
 
 
Diluted Earnings Per Share
$
0.30

 
$
0.43



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Three months ended March 31, 2015 compared to three months ended March 31, 2014

We reported consolidated net income of $131 million ( $0.30 per diluted share) for the three months ended March 31, 2015 compared to net income of $185 million ( $0.43 per diluted share) for the same period in 2014 . The decrease in net income of $54 million was primarily due to decreased equity earnings from unconsolidated affiliates ($39 million), decreased operating income ($39 million) (discussed below by segment) and decreased gain on our indexed debt securities ($19 million), which were partially offset by lower income tax expense ($31 million) and decreased loss on our marketable securities ($13 million).

Income Tax Expense

Our effective tax rate reported for both the three months ended March 31, 2015 and 2014 was 37% .

RESULTS OF OPERATIONS BY BUSINESS SEGMENT

The following table presents operating income (in millions) for each of our business segments for the three months ended March 31, 2015 and 2014 .  Included in revenues are intersegment sales. We account for intersegment sales as if the sales were to third parties at current market prices.
 
Three Months Ended March 31,
 
2015
 
2014
Electric Transmission & Distribution
$
96

 
$
105

Natural Gas Distribution
146

 
162

Energy Services
13

 
26

Other Operations
1

 
2

Total Consolidated Operating Income
$
256

 
$
295



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Table of Contents

Electric Transmission & Distribution

For information regarding factors that may affect the future results of operations of our Electric Transmission & Distribution business segment, please read “Risk Factors — Risk Factors Associated with Our Consolidated Financial Condition,” “— Risk Factors Affecting Our Electric Transmission & Distribution Business” and “— Other Risk Factors Affecting Our Businesses or Our Interests in Enable Midstream Partners, LP” in Item 1A of Part I of our 2014 Form 10-K.

The following table provides summary data of our Electric Transmission & Distribution business segment for the three months ended March 31, 2015 and 2014 (in millions, except throughput and customer data):
 
Three Months Ended March 31,
 
2015
 
2014
Revenues:
 
 
 
Electric transmission and distribution utility
$
514

 
$
502

Transition and system restoration bond companies
98

 
127

Total revenues
612

 
629

Expenses:
 
 
 
Operation and maintenance, excluding transition and system restoration bond companies
307

 
288

Depreciation and amortization, excluding transition and system restoration bond companies
83

 
81

Taxes other than income taxes
56

 
58

Transition and system restoration bond companies
70

 
97

Total expenses
516

 
524

Operating Income
$
96

 
$
105

 
 
 
 
Operating Income:
 
 
 
Electric transmission and distribution operations
$
68

 
$
75

Transition and system restoration bond companies (1)
28

 
30

Total segment operating income
$
96

 
$
105

 
 
 
 
Throughput (in gigawatt-hours (GWh)):
 
 
 
Residential
5,413

 
5,282

Total
18,015

 
17,719

 
 
 
 
Number of metered customers at end of period:
 
 
 
Residential
2,043,463

 
1,994,506

Total
2,310,706

 
2,257,065

  ________________
(1)
Represents the amount necessary to pay interest on the transition and system restoration bonds.

Three months ended March 31, 2015 compared to three months ended March 31, 2014

Our Electric Transmission & Distribution business segment reported operating income of $96 million for the three months ended March 31, 2015 , consisting of $68 million from the regulated electric transmission and distribution utility (TDU) and $28 million related to transition and system restoration bond companies (Bond Companies). For the three months ended March 31, 2014 , operating income totaled $105 million , consisting of $75 million from the TDU and $30 million related to Bond Companies.

TDU operating income decreased $7 million due to the following key drivers:

lower usage of $8 million, primarily due to milder weather and the related weather hedge;

lower equity return of $6 million, primarily related to true-up proceeds;

lower right of way revenues of $3 million; and

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Table of Contents

higher operation and maintenance expenses of $3 million.

These decreases to operating income were partially offset by the following:

customer growth of $6 million from the addition of over 53,000 new customers; and

higher transmission related revenues of $23 million which were partially offset by increased transmission costs billed by transmission providers of $16 million.

Natural Gas Distribution

For information regarding factors that may affect the future results of operations of our Natural Gas Distribution business segment, please read “Risk Factors — Risk Factors A