(Mark
One)
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|
R
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For
the fiscal year ended December 31, 2008
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|
or
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£
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
|
For
the transition period from to
|
Delaware
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76-0511406
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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1111
Louisiana
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Houston,
Texas 77002
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(713)
207-1111
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(Address
and zip code of principal executive offices)
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(Registrant’s
telephone number, including area
code)
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Title of Each Class
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Name of Each Exchange On Which
Registered
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6%
Convertible Subordinated Debentures due 2012
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New
York Stock Exchange
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Page
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PART I
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Item
1.
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1
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Item
1A.
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11
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Item
1B.
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17
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Item
2.
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17
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Item
3.
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18
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Item
4.
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18
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PART II
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Item
5.
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18
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Item
6.
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18
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Item
7.
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19
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Item
7A.
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33
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Item
8.
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35
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Item
9.
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66
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Item
9A(T).
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66
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Item
9B.
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66
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PART III
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Item
10.
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66
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Item
11.
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66
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Item
12.
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67
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Item
13.
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67
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Item
14.
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67
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PART IV
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Item
15.
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67
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Ex.
12
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Computation of Ratios of Earnings to Fixed Charges | |
Ex.
23
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Consent of Deloitte & Touche LLP | |
Ex.
31.1
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Rule 13a-14(a)/15d-14(a) Certification of David M. McClanahan | |
Ex.
31.2
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Rule 13a-14(a)/15d-14(a) Certification of Gary L. Whitlock | |
Ex.
32.1
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Section 1350 Certification of David M. McClanahan | |
Ex.
32.2
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Section 1350 Certification of Gary L. Whitlock |
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•
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CenterPoint
Energy Gas Transmission Company (CEGT) is an interstate pipeline that
provides natural gas transportation, natural gas storage and pipeline
services to customers principally in Arkansas, Louisiana, Oklahoma and
Texas; and
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|
•
|
CenterPoint
Energy-Mississippi River Transmission Corporation (MRT) is an interstate
pipeline that provides natural gas transportation, natural gas storage and
pipeline services to customers principally in Arkansas and
Missouri.
|
|
•
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restricting
the way we can handle or dispose of
wastes;
|
|
•
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limiting
or prohibiting construction activities in sensitive areas such as
wetlands, coastal regions, or areas inhabited by endangered
species;
|
|
•
|
requiring
remedial action to mitigate pollution conditions caused by our operations,
or attributable to former operations;
and
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|
•
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enjoining
the operations of facilities deemed in non-compliance with permits issued
pursuant to such environmental laws and
regulations.
|
|
•
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construct
or acquire new equipment;
|
|
•
|
acquire
permits for facility operations;
|
|
•
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modify
or replace existing and proposed equipment;
and
|
|
•
|
clean
up or decommission waste disposal areas, fuel storage and management
facilities and other locations and
facilities.
|
Business
Segment
|
Number
|
Number
Represented
by
Unions or
Other
Collective
Bargaining
Groups
|
||||||
Natural
Gas Distribution
|
3,652 | 1,405 | ||||||
Competitive
Natural Gas Sales and Services
|
122 | — | ||||||
Interstate
Pipelines
|
654 | — | ||||||
Field
Services
|
215 | — | ||||||
Total
|
4,643 | 1,405 |
|
•
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general
economic and capital market
conditions;
|
|
•
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credit
availability from financial institutions and other
lenders;
|
|
•
|
investor
confidence in us and the markets in which we
operate;
|
|
•
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maintenance
of acceptable credit ratings;
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•
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market
expectations regarding our future earnings and cash
flows;
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|
•
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market
perceptions of our and CenterPoint Energy’s ability to access capital
markets on reasonable terms; and
|
|
•
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provisions
of relevant tax and securities
laws.
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|
•
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our
payment of dividends;
|
|
•
|
decisions
on our financings and our capital raising
activities;
|
|
•
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mergers
or other business combinations; and
|
|
•
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our
acquisition or disposition of
assets.
|
|
•
|
restricting
the way we can handle or dispose of
wastes;
|
|
•
|
limiting
or prohibiting construction activities in sensitive areas such as
wetlands, coastal regions, or areas inhabited by endangered
species;
|
|
•
|
requiring
remedial action to mitigate pollution conditions caused by our operations,
or attributable to former operations;
and
|
|
•
|
enjoining
the operations of facilities deemed in non-compliance with permits issued
pursuant to such environmental laws and
regulations.
|
|
•
|
construct
or acquire new equipment;
|
|
•
|
acquire
permits for facility operations;
|
|
•
|
modify
or replace existing and proposed equipment;
and
|
|
•
|
clean
up or decommission waste disposal areas, fuel storage and management
facilities and other locations and
facilities.
|
|
•
|
state
and federal legislative and regulatory actions or developments, including
deregulation, re-regulation, environmental regulations,
including regulations related to global climate change, and changes in or
application of laws or regulations applicable to the various aspects of
our business;
|
|
•
|
timely
and appropriate rate actions and increases, allowing recovery of costs,
including those associated with Hurricane Ike, and a reasonable return on
investment;
|
|
•
|
cost
overruns on major capital projects that cannot be recouped in
prices;
|
|
•
|
industrial,
commercial and residential growth in our service territory and changes in
market demand and demographic
patterns;
|
|
•
|
the
timing and extent of changes in commodity prices, particularly natural gas
and natural gas liquids;
|
|
•
|
the
timing and extent of changes in the supply of natural
gas;
|
|
•
|
the
timing and extent of changes in natural gas basis
differentials;
|
|
•
|
weather
variations and other natural
phenomena;
|
|
•
|
changes
in interest rates or rates of
inflation;
|
|
•
|
commercial
bank and financial market conditions, our access to capital, the cost of
such capital, and the results of our financing and refinancing efforts,
including availability of funds in the debt capital
markets;
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|
•
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actions
by rating agencies;
|
|
•
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effectiveness
of our risk management activities;
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|
•
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inability
of various counterparties to meet their obligations to
us;
|
|
•
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non-payment
for our services due to financial distress of our
customers;
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|
•
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the
ability of Reliant Energy, Inc. (RRI) to satisfy its obligations to us in
connection with the contractual arrangements pursuant to which we are
their guarantor;
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|
•
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the
outcome of litigation brought by or against
us;
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|
•
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our
ability to control costs;
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|
•
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the
investment performance of CenterPoint Energy’s employee benefit
plans;
|
|
•
|
our
potential business strategies, including acquisitions or dispositions of
assets or businesses, which we cannot assure will be completed or will
have the anticipated benefits to
us;
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|
•
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acquisitions
and merger activities involving us or our competitors;
and
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|
•
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other
factors we discuss under “Risk Factors” in Item 1A of this report and
in other reports we file from time to time with the Securities
and Exchange Commission.
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Year
Ended December 31,
|
||||||||||||
2006
|
2007
|
2008
|
||||||||||
Revenues
|
$ | 7,528 | $ | 7,776 | $ | 9,395 | ||||||
Expenses:
|
||||||||||||
Natural
gas
|
5,909 | 5,995 | 7,466 | |||||||||
Operation
and maintenance
|
798 | 800 | 828 | |||||||||
Depreciation
and amortization
|
200 | 215 | 218 | |||||||||
Taxes
other than income taxes
|
149 | 140 | 166 | |||||||||
Total
|
7,056 | 7,150 | 8,678 | |||||||||
Operating
Income
|
472 | 626 | 717 | |||||||||
Interest
and other finance charges
|
(167 | ) | (187 | ) | (206 | ) | ||||||
Equity
in earnings of unconsolidated affiliates
|
6 | 16 | 51 | |||||||||
Other
income, net
|
12 | 5 | 9 | |||||||||
Income
Before Income Taxes
|
323 | 460 | 571 | |||||||||
Income
Tax Expense
|
(116 | ) | (173 | ) | (228 | ) | ||||||
Net
Income
|
$ | 207 | $ | 287 | $ | 343 |
Year
Ended December 31,
|
||||||||||||
2006
|
2007
|
2008
|
||||||||||
Natural
Gas Distribution
|
$ | 124 | $ | 218 | $ | 215 | ||||||
Competitive
Natural Gas Sales and Services
|
77 | 75 | 62 | |||||||||
Interstate
Pipelines
|
181 | 237 | 293 | |||||||||
Field
Services
|
89 | 99 | 147 | |||||||||
Other
Operations
|
1 | (3 | ) | — | ||||||||
Total
Consolidated Operating Income
|
$ | 472 | $ | 626 | $ | 717 |
Year
Ended December 31,
|
||||||||||||
2006
|
2007
|
2008
|
||||||||||
Revenues
|
$ | 3,593 | $ | 3,759 | $ | 4,226 | ||||||
Expenses:
|
||||||||||||
Natural
gas
|
2,598 | 2,683 | 3,124 | |||||||||
Operation
and maintenance
|
594 | 579 | 589 | |||||||||
Depreciation
and amortization
|
152 | 155 | 157 | |||||||||
Taxes
other than income taxes
|
125 | 124 | 141 | |||||||||
Total
expenses
|
3,469 | 3,541 | 4,011 | |||||||||
Operating
Income
|
$ | 124 | $ | 218 | $ | 215 | ||||||
Throughput
(in Bcf):
|
||||||||||||
Residential
|
152 | 172 | 175 | |||||||||
Commercial
and industrial
|
224 | 232 | 236 | |||||||||
Total
Throughput
|
376 | 404 | 411 | |||||||||
Number
of customers at period end:
|
||||||||||||
Residential
|
2,926,483 | 2,961,110 | 2,987,222 | |||||||||
Commercial
and industrial
|
246,351 | 249,877 | 248,476 | |||||||||
Total
|
3,172,834 | 3,210,987 | 3,235,698 |
Year
Ended December 31,
|
||||||||||||
2006
|
2007
|
2008
|
||||||||||
Revenues
|
$ | 3,651 | $ | 3,579 | $ | 4,528 | ||||||
Expenses:
|
||||||||||||
Natural
gas
|
3,540 | 3,467 | 4,423 | |||||||||
Operation
and maintenance
|
30 | 31 | 39 | |||||||||
Depreciation
and amortization
|
1 | 5 | 3 | |||||||||
Taxes
other than income taxes
|
3 | 1 | 1 | |||||||||
Total
expenses
|
3,574 | 3,504 | 4,466 | |||||||||
Operating
Income
|
$ | 77 | $ | 75 | $ | 62 | ||||||
Throughput
(in Bcf)
|
555 | 522 | 528 | |||||||||
Number
of customers at period end
|
7,024 | 7,139 | 9,771 |
Year
Ended December 31,
|
||||||||||||
2006
|
2007
|
2008
|
||||||||||
Revenues
|
$ | 388 | $ | 500 | $ | 650 | ||||||
Expenses:
|
||||||||||||
Natural
gas
|
31 | 83 | 155 | |||||||||
Operation
and maintenance
|
120 | 125 | 133 | |||||||||
Depreciation
and amortization
|
37 | 44 | 46 | |||||||||
Taxes
other than income taxes
|
19 | 11 | 23 | |||||||||
Total
expenses
|
207 | 263 | 357 | |||||||||
Operating
Income
|
$ | 181 | $ | 237 | $ | 293 | ||||||
Transportation
throughput (in Bcf)
|
939 | 1,216 | 1,538 |
Year
Ended December 31,
|
||||||||||||
2006
|
2007
|
2008
|
||||||||||
Revenues
|
$ | 150 | $ | 175 | $ | 252 | ||||||
Expenses:
|
||||||||||||
Natural
gas
|
(10 | ) | (4 | ) | 21 | |||||||
Operation
and maintenance
|
59 | 66 | 69 | |||||||||
Depreciation
and amortization
|
10 | 11 | 12 | |||||||||
Taxes
other than income taxes
|
2 | 3 | 3 | |||||||||
Total
expenses
|
61 | 76 | 105 | |||||||||
Operating
Income
|
$ | 89 | $ | 99 | $ | 147 | ||||||
Gathering
throughput (in Bcf)
|
375 | 398 | 421 |
2008
|
2009
|
2010
|
2011
|
2012
|
2013
|
|||||||||||||||||||
Natural
Gas Distribution
|
$ | 214 | $ | 155 | $ | 234 | $ | 241 | $ | 243 | $ | 249 | ||||||||||||
Competitive
Natural Gas Sales and Services
|
8 | 3 | 3 | 3 | 3 | 3 | ||||||||||||||||||
Interstate
Pipelines
|
189 | 202 | 151 | 87 | 67 | 70 | ||||||||||||||||||
Field
Services
|
122 | 277 | 142 | 82 | 93 | 85 | ||||||||||||||||||
Total
|
$ | 533 | $ | 637 | $ | 530 | $ | 413 | $ | 406 | $ | 407 |
Contractual
Obligations
|
Total
|
2009
|
2010-2011 | 2012-2013 |
2014
and
thereafter
|
|||||||||||||||
Long-term
debt
|
$ | 3,719 | $ | 7 | $ | 563 | $ | 1,722 | $ | 1,427 | ||||||||||
Interest
payments — long-term debt(1)
|
1,693 | 209 | 394 | 275 | 815 | |||||||||||||||
Short-term
borrowings
|
153 | 153 | — | — | — | |||||||||||||||
Operating
leases(2)
|
74 | 14 | 22 | 13 | 25 | |||||||||||||||
Benefit
obligations(3)
|
— | — | — | — | — | |||||||||||||||
Purchase
obligations(4)
|
24 | 24 | — | — | — | |||||||||||||||
Non-trading
derivative liabilities
|
134 | 87 | 41 | 6 | — | |||||||||||||||
Other
commodity commitments(5)
|
3,520 | 776 | 911 | 877 | 956 | |||||||||||||||
Income
taxes(6)
|
— | — | — | — | — | |||||||||||||||
Total
contractual cash obligations
|
$ | 9,317 | $ | 1,270 | $ | 1,931 | $ | 2,893 | $ | 3,223 |
(1)
|
We
calculated estimated interest payments for long-term debt as follows: for
fixed-rate debt and term debt, we calculated interest based on the
applicable rates and payment dates; for variable-rate debt and/or non-term
debt, we used interest rates in place as of December 31, 2008. We
typically expect to settle such interest payments with cash flows from
operations and short-term
borrowings.
|
(2)
|
For
a discussion of operating leases, please read Note 9(b) to our
consolidated financial
statements.
|
(3)
|
We
expect to contribute approximately $9 million to our postretirement
benefits plan in 2009 to fund a portion of our obligations in accordance
with rate orders or to fund pay-as-you-go costs associated with the
plan.
|
(4)
|
Represents
capital commitments for material in connection with the construction of a
pipeline by our Interstate Pipelines business segment. This project has
been included in the table of capital expenditures presented
above.
|
(5)
|
For
a discussion of other commodity commitments, please read Note 9(a) to our
consolidated financial
statements.
|
(6)
|
As
of December 31, 2008, we had a receivable for uncertain tax positions of
$12 million.
|
Date
Executed
|
Company
|
Type
of Facility
|
Size
of Facility
|
Amount
Utilized at
February
13, 2009
|
Termination
Date
|
||||||||
June
29, 2007
|
CERC
Corp.
|
Revolver
|
$ | 950 | (1) | $ | 781 |
June
29, 2012
|
|||||
November
25, 2008
|
CERC
|
Receivables
|
375 | — |
November
24,
2009
|
(1)
|
Lehman
Brothers Bank, FSB, stopped funding its commitments following the
bankruptcy filing of its parent in September 2008, effectively causing a
reduction to the total available capacity of $20 million under our
facility.
|
Moody’s
|
S&P
|
Fitch
|
||||||||||
Company/Instrument
|
Rating
|
Outlook(1)
|
Rating
|
Outlook(2)
|
Rating
|
Outlook(3)
|
||||||
CERC
Corp. Senior Unsecured Debt
|
Baa3
|
Stable
|
BBB
|
Stable
|
BBB
|
Stable
|
(1)
|
A
“stable” outlook from Moody’s indicates that Moody’s does not expect to
put the rating on review for an upgrade or downgrade within 18 months from
when the outlook was assigned or last
affirmed.
|
(2)
|
An
S&P rating outlook assesses the potential direction of a long-term
credit rating over the intermediate to longer
term.
|
(3)
|
A
“stable” outlook from Fitch encompasses a one- to two-year horizon as to
the likely ratings direction.
|
|
•
|
cash
collateral requirements that could exist in connection with certain
contracts, including gas purchases, gas price and weather hedging and gas
storage activities of our Natural Gas Distribution and Competitive Natural
Gas Sales and Services business segments, particularly given gas price
levels and volatility;
|
|
•
|
acceleration
of payment dates on certain gas supply contracts under certain
circumstances, as a result of increased gas prices and concentration of
natural gas suppliers;
|
|
•
|
increased
costs related to the acquisition of natural
gas;
|
|
•
|
increases
in interest expense in connection with debt refinancings and borrowings
under credit facilities;
|
|
•
|
various
regulatory actions;
|
|
•
|
the
ability of RRI and its subsidiaries to satisfy their indemnification
obligations to us or in connection with the contractual arrangement
pursuant to which we are a
guarantor;
|
|
•
|
slower
customer payments and increased write-offs of receivables due to higher
gas prices or changing economic
conditions;
|
|
•
|
the
outcome of litigation brought by and against
us;
|
|
•
|
restoration
costs and revenue losses resulting from natural disasters such as
hurricanes and the timing of recovery of such restoration costs;
and
|
|
•
|
various
other risks identified in “Risk Factors” in Item 1A of this
report.
|
|
•
|
Inflation adjustment -
The estimated cash flows are adjusted for inflation estimates for labor,
equipment, materials, and other disposal
costs;
|
|
•
|
Discount rate - The
estimated cash flows include contingency factors that were used as a proxy
for the market risk premium; and
|
|
•
|
Third party markup
adjustments - Internal labor costs included in the cash flow
calculation were adjusted for costs that a third party would incur in
performing the tasks necessary to retire the
asset.
|
|
•
|
Commodity
price risk results from exposures to changes in spot prices, forward
prices and price volatilities of commodities, such as natural gas, natural
gas liquids and other energy
commodities.
|
|
•
|
Interest
rate risk primarily results from exposures to changes in the level of
borrowings and changes in interest
rates.
|
|
•
|
Equity
price risk results from exposures to changes in prices of individual
equity securities.
|
|
•
|
Pertain
to the maintenance of records that in reasonable detail accurately and
fairly reflect the transactions and dispositions of the assets of the
company;
|
|
•
|
Provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and
directors of the company; and
|
|
•
|
Provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the company’s assets that
could have a material effect on the financial
statements.
|
/s/ DAVID
M. MCCLANAHAN
|
|
President
and Chief Executive Officer
|
|
/s/ GARY
L. WHITLOCK
|
|
Executive
Vice President and Chief
|
|
Financial
Officer
|
Year
Ended December 31,
|
||||||||||||
2006
|
2007
|
2008
|
||||||||||
(In
Millions)
|
||||||||||||
Revenues
|
$ | 7,528 | $ | 7,776 | $ | 9,395 | ||||||
Expenses:
|
||||||||||||
Natural
gas
|
5,909 | 5,995 | 7,466 | |||||||||
Operation
and maintenance
|
798 | 800 | 828 | |||||||||
Depreciation
and amortization
|
200 | 215 | 218 | |||||||||
Taxes
other than income taxes
|
149 | 140 | 166 | |||||||||
Total
|
7,056 | 7,150 | 8,678 | |||||||||
Operating
Income
|
472 | 626 | 717 | |||||||||
Other
Income (Expense):
|
||||||||||||
Interest
and other finance charges
|
(167 | ) | (187 | ) | (206 | ) | ||||||
Equity
in earnings of unconsolidated affiliates
|
6 | 16 | 51 | |||||||||
Other,
net
|
12 | 5 | 9 | |||||||||
Total
|
(149 | ) | (166 | ) | (146 | ) | ||||||
Income
Before Income Taxes
|
323 | 460 | 571 | |||||||||
Income
tax expense
|
(116 | ) | (173 | ) | (228 | ) | ||||||
Net
Income
|
$ | 207 | $ | 287 | $ | 343 |
Year
Ended December 31,
|
||||||||||||
2006
|
2007
|
2008
|
||||||||||
(In
Millions)
|
||||||||||||
Net
income
|
$ | 207 | $ | 287 | $ | 343 | ||||||
Other
comprehensive income (loss), net of tax:
|
||||||||||||
Adjustment
to pension and other postretirement plans (net of tax
of
$-0-, a tax benefit of $6, and net of tax of $3)
|
— | 13 | (13 | ) | ||||||||
Net
deferred gain from cash flow hedges (net of tax of $11, $6 and
$-0-)
|
22 | 12 | — | |||||||||
Reclassification
of net deferred gain from cash flow hedges realized in net income (net of
tax of $3, $20 and $3)
|
(7 | ) | (33 | ) | (5 | ) | ||||||
Other
comprehensive income (loss)
|
15 | (8 | ) | (18 | ) | |||||||
Comprehensive
income
|
$ | 222 | $ | 279 | $ | 325 |
December 31,
|
||||||||
2007
|
2008
|
|||||||
(In
Millions)
|
||||||||
ASSETS
|
||||||||
Current
Assets:
|
||||||||
Cash
and cash equivalents
|
$ | 1 | $ | 1 | ||||
Accounts
receivable, net
|
732 | 774 | ||||||
Accrued
unbilled revenue
|
456 | 480 | ||||||
Accounts
and notes receivable — affiliated companies
|
82 | 9 | ||||||
Inventory
|
430 | 495 | ||||||
Non-trading
derivative assets
|
38 | 118 | ||||||
Deferred
income tax assets
|
40 | 25 | ||||||
Prepaid
expenses and other current assets
|
235 | 327 | ||||||
Total
current assets
|
2,014 | 2,229 | ||||||
Property,
Plant and Equipment, Net
|
5,031 | 5,363 | ||||||
Other
Assets:
|
||||||||
Goodwill
|
1,696 | 1,696 | ||||||
Non-trading
derivative assets
|
11 | 20 | ||||||
Investment
in unconsolidated affiliates
|
88 | 345 | ||||||
Notes
receivable from unconsolidated affiliates
|
148 | 323 | ||||||
Other
|
146 | 235 | ||||||
Total
other assets
|
2,089 | 2,619 | ||||||
Total
Assets
|
$ | 9,134 | $ | 10,211 | ||||
LIABILITIES
AND STOCKHOLDER’S EQUITY
|
||||||||
Current
Liabilities:
|
||||||||
Short-term
borrowings
|
$ | 232 | $ | 153 | ||||
Current
portion of long-term debt
|
307 | 7 | ||||||
Accounts
payable
|
661 | 722 | ||||||
Accounts
and notes payable — affiliated companies
|
144 | 33 | ||||||
Taxes
accrued
|
118 | 99 | ||||||
Interest
accrued
|
59 | 54 | ||||||
Customer
deposits
|
59 | 59 | ||||||
Non-trading
derivative liabilities
|
60 | 87 | ||||||
Other
|
186 | 302 | ||||||
Total
current liabilities
|
1,826 | 1,516 | ||||||
Other
Liabilities:
|
||||||||
Accumulated
deferred income taxes, net
|
778 | 864 | ||||||
Non-trading
derivative liabilities
|
14 | 47 | ||||||
Benefit
obligations
|
116 | 114 | ||||||
Regulatory
liabilities
|
474 | 508 | ||||||
Other
|
167 | 101 | ||||||
Total
other liabilities
|
1,549 | 1,634 | ||||||
Long-Term
Debt
|
2,645 | 3,712 | ||||||
Commitments
and Contingencies (Note 9)
|
||||||||
Stockholder’s
Equity
|
3,114 | 3,349 | ||||||
Total
Liabilities And Stockholder’s Equity
|
$ | 9,134 | $ | 10,211 |
Year
Ended December 31,
|
||||||||||||
2006
|
2007
|
2008
|
||||||||||
(In
Millions)
|
||||||||||||
Cash
Flows from Operating Activities:
|
||||||||||||
Net
income
|
$ | 207 | $ | 287 | $ | 343 | ||||||
Adjustments
to reconcile net income to net cash provided by operating
activities:
Depreciation
and amortization
|
200 | 215 | 218 | |||||||||
Deferred
income taxes
|
17 | 64 | 92 | |||||||||
Amortization
of deferred financing costs
|
8 | 8 | 9 | |||||||||
Write-down
of natural gas inventory
|
66 | 11 | 30 | |||||||||
Equity
in earnings of unconsolidated affiliates, net of
distributions
|
(5 | ) | (13 | ) | (51 | ) | ||||||
Changes
in other assets and liabilities:
|
||||||||||||
Accounts
receivable and unbilled revenues, net
|
248 | 14 | (66 | ) | ||||||||
Accounts
receivable/payable, affiliates
|
(19 | ) | (8 | ) | 41 | |||||||
Inventory
|
(78 | ) | (105 | ) | (95 | ) | ||||||
Accounts
payable
|
(262 | ) | (175 | ) | 60 | |||||||
Fuel
cost recovery
|
111 | (93 | ) | 45 | ||||||||
Interest
and taxes accrued
|
(4 | ) | 23 | (24 | ) | |||||||
Net
non-trading derivative assets and liabilities
|
(18 | ) | 13 | (19 | ) | |||||||
Margin
deposits, net
|
(156 | ) | 65 | (182 | ) | |||||||
Other
current assets
|
(80 | ) | (27 | ) | (8 | ) | ||||||
Other
current liabilities
|
29 | (16 | ) | 17 | ||||||||
Other
assets
|
6 | (7 | ) | (3 | ) | |||||||
Other
liabilities
|
18 | (12 | ) | (14 | ) | |||||||
Other,
net
|
(15 | ) | (3 | ) | (33 | ) | ||||||
Net
cash provided by operating activities
|
273 | 241 | 360 | |||||||||
Cash
Flows from Investing Activities:
|
||||||||||||
Capital
expenditures
|
(599 | ) | (676 | ) | (532 | ) | ||||||
Increase
in notes receivable from unconsolidated affiliates
|
— | (148 | ) | (175 | ) | |||||||
Investment
in unconsolidated affiliates
|
(13 | ) | (39 | ) | (206 | ) | ||||||
Other,
net
|
(9 | ) | (10 | ) | 34 | |||||||
Net
cash used in investing activities
|
(621 | ) | (873 | ) | (879 | ) | ||||||
Cash
Flows from Financing Activities:
|
||||||||||||
Increase
(decrease) in short-term borrowings, net
|
187 | 45 | (79 | ) | ||||||||
Long-term
revolving credit facilities, net
|
— | 150 | 776 | |||||||||
Payments
of long-term debt
|
(152 | ) | (7 | ) | (307 | ) | ||||||
Proceeds
from long-term debt
|
324 | 650 | 300 | |||||||||
Decrease
in notes with affiliates, net
|
(103 | ) | (107 | ) | (79 | ) | ||||||
Contribution
from parent
|
168 | — | — | |||||||||
Dividends
to parent
|
(100 | ) | (100 | ) | (100 | ) | ||||||
Debt
issuance costs
|
(1 | ) | (6 | ) | (2 | ) | ||||||
Other,
net
|
(1 | ) | 3 | 10 | ||||||||
Net
cash provided by financing activities
|
322 | 628 | 519 | |||||||||
Net
Decrease in Cash and Cash Equivalents
|
(26 | ) | (4 | ) | — | |||||||
Cash
and Cash Equivalents at Beginning of the Year
|
31 | 5 | 1 | |||||||||
Cash
and Cash Equivalents at End of the Year
|
$ | 5 | $ | 1 | $ | 1 | ||||||
Supplemental
Disclosure of Cash Flow Information:
|
||||||||||||
Cash
Payments:
|
||||||||||||
Interest,
net of capitalized interest
|
$ | 162 | $ | 167 | $ | 210 | ||||||
Income
taxes (refunds)
|
(25 | ) | 106 | 145 | ||||||||
Non-cash
transactions:
|
||||||||||||
Accounts
payable related to capital expenditures
|
$ | 142 | $ | 51 | $ | 52 |
2006
|
2007
|
2008
|
||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||
(In
millions, except share amounts)
|
||||||||||||||||||||||||
Common
Stock
|
||||||||||||||||||||||||
Balance,
beginning of year
|
1,000 | $ | — | 1,000 | $ | — | 1,000 | $ | — | |||||||||||||||
Balance,
end of year
|
1,000 | — | 1,000 | — | 1,000 | — | ||||||||||||||||||
Additional
Paid-in-Capital
|
||||||||||||||||||||||||
Balance,
beginning of year
|
2,404 | 2,403 | 2,406 | |||||||||||||||||||||
Contribution
to parent
|
(3 | ) | — | — | ||||||||||||||||||||
Other
|
2 | 3 | 10 | |||||||||||||||||||||
Balance,
end of year
|
2,403 | 2,406 | 2,416 | |||||||||||||||||||||
Retained
Earnings
|
||||||||||||||||||||||||
Balance,
beginning of year
|
398 | 505 | 692 | |||||||||||||||||||||
Net
income
|
207 | 287 | 343 | |||||||||||||||||||||
Dividend
to parent
|
(100 | ) | (100 | ) | (100 | ) | ||||||||||||||||||
Balance,
end of year
|
505 | 692 | 935 | |||||||||||||||||||||
Accumulated Other
Comprehensive Income
|
||||||||||||||||||||||||
Balance,
end of year:
|
||||||||||||||||||||||||
Net
deferred gain from cash flow hedges
|
26 | 5 | — | |||||||||||||||||||||
Adjustment
to pension and postretirement plans
|
(2 | ) | 11 | (2 | ) | |||||||||||||||||||
Total
accumulated other comprehensive income, end of year
|
24 | 16 | (2 | ) | ||||||||||||||||||||
Total Stockholder’s
Equity
|
$ | 2,932 | $ | 3,114 | $ | 3,349 |
1.
|
Background
|
2.
|
Summary
of Significant Accounting Policies
|
Weighted
Average Useful
Lives |
December 31,
|
|||||||||||
(Years)
|
2007
|
2008
|
||||||||||
(In
millions)
|
||||||||||||
Natural
Gas Distribution
|
32
|
$ | 3,065 | $ | 3,266 | |||||||
Competitive
Natural Gas Sales and Services
|
23
|
59 | 67 | |||||||||
Interstate
Pipelines
|
56
|
2,194 | 2,334 | |||||||||
Field
Services
|
51
|
493 | 601 | |||||||||
Other
property
|
13
|
26 | 45 | |||||||||
Total
|
5,837 | 6,313 | ||||||||||
Accumulated
depreciation and amortization:
|
||||||||||||
Natural
Gas Distribution
|
590 | 708 | ||||||||||
Competitive
Natural Gas Sales and Services
|
9 | 11 | ||||||||||
Interstate
Pipelines
|
160 | 182 | ||||||||||
Field
Services
|
29 | 28 | ||||||||||
Other
property
|
18 | 21 | ||||||||||
Total
accumulated depreciation and amortization
|
806 | 950 | ||||||||||
Property,
plant and equipment, net
|
$ | 5,031 | $ | 5,363 |
Natural
Gas Distribution
|
$ | 746 | ||
Interstate
Pipelines
|
579 | |||
Competitive
Natural Gas Sales and Services
|
335 | |||
Field
Services
|
25 | |||
Other
Operations
|
11 | |||
Total
|
$ | 1,696 |
December 31,
|
||||||||
2007
|
2008
|
|||||||
(In
millions)
|
||||||||
Regulatory
assets in other long-term assets
|
$ | 53 | $ | 53 | ||||
Regulatory
liabilities
|
(474 | ) | (508 | ) | ||||
Net
|
$ | (421 | ) | $ | (455 | ) |
Year
Ended December 31,
|
||||||||||||
2006
|
2007
|
2008
|
||||||||||
(In
millions)
|
||||||||||||
Depreciation
expense
|
$ | 181 | $ | 193 | $ | 200 | ||||||
Amortization
expense
|
19 | 22 | 18 | |||||||||
Total
depreciation and amortization expense
|
$ | 200 | $ | 215 | $ | 218 |
December 31,
|
||||||||
2007
|
2008
|
|||||||
(In
millions)
|
||||||||
Materials
and supplies
|
$ | 35 | $ | 54 | ||||
Natural
gas
|
395 | 441 | ||||||
Total
inventory
|
$ | 430 | $ | 495 |
Year
Ended December 31,
|
||||||||||||
2006
|
2007
|
2008
|
||||||||||
(In
millions)
|
||||||||||||
Service
cost — benefits earned during the period
|
$ | 1 | $ | 1 | $ | 1 | ||||||
Interest
cost on projected benefit obligation
|
7 | 7 | 7 | |||||||||
Expected
return on plan assets
|
(1 | ) | (1 | ) | (1 | ) | ||||||
Amortization
of prior service cost
|
2 | 2 | 2 | |||||||||
Other
|
1 | — | — | |||||||||
Net
postretirement benefit cost
|
$ | 10 | $ | 9 | $ | 9 |
Year
Ended December 31,
|
||||||||||||
2006
|
2007
|
2008
|
||||||||||
Discount
rate
|
5.70 | % | 5.85 | % | 6.40 | % | ||||||
Expected
return on plan assets
|
4.80 | % | 4.50 | % | 4.50 | % |
Year
Ended December 31,
|
||||||||
2007
|
2008
|
|||||||
(In
millions)
|
||||||||
Change
in Benefit Obligation
|
||||||||
Accumulated
benefit obligation, beginning of year
|
$ | 134 | $ | 119 | ||||
Service
cost
|
1 | 1 | ||||||
Interest
cost
|
7 | 7 | ||||||
Benefits
paid
|
(20 | ) | (19 | ) | ||||
Medicare
reimbursement
|
3 | 1 | ||||||
Participant
contributions
|
4 | 4 | ||||||
Actuarial
loss
|
(10 | ) | 7 | |||||
Accumulated
benefit obligation, end of year
|
$ | 119 | $ | 120 | ||||
Change
in Plan Assets
|
||||||||
Plan
assets, beginning of year
|
$ | 20 | $ | 20 | ||||
Benefits
paid
|
(20 | ) | (19 | ) | ||||
Employer
contributions
|
15 | 14 | ||||||
Participant
contributions
|
4 | 4 | ||||||
Medicare reimbursement received | — | 1 | ||||||
Actual
investment return
|
1 | — | ||||||
Plan
assets, end of year
|
$ | 20 | $ | 20 | ||||
Amounts
Recognized in Balance Sheets
|
||||||||
Current liabilities-other | (6 | ) | (8 | ) | ||||
Other
liabilities-benefit obligations
|
$ | (93 | ) | $ | (92 | ) | ||
Net
liability, end of year
|
$ | (99 | ) | $ | (100 | ) | ||
Actuarial
Assumptions
|
||||||||
Discount
rate
|
6.40 | % | 6.90 | % | ||||
Expected
long-term return on assets
|
4.50 | % | 4.50 | % | ||||
Healthcare
cost trend rate assumed for the next year
|
7.00 | % | 6.50 | % | ||||
Prescription
drug cost trend rate assumed for the next year
|
13.00 | % | 12.00 | % | ||||
Rate
to which the cost trend rate is assumed to decline (ultimate trend
rate)
|
5.50 | % | 5.50 | % | ||||
Year
that the healthcare rate reaches the ultimate trend rate
|
2012
|
2011
|
||||||
Year
that the prescription drug rate reaches the ultimate trend
rate
|
2015
|
|
2014
|
Year
Ended December 31,
|
||||||||
2007
|
2008
|
|||||||
(In
millions)
|
||||||||
Unrecognized
actuarial loss
|
$ | 3 | $ | 14 | ||||
Unrecognized
prior service cost
|
12 | 10 | ||||||
15 | 24 | |||||||
Less
deferred tax benefit (1)
|
(26 | ) | (21 | ) | ||||
Net
amount recognized in accumulated other comprehensive (income)
loss
|
$ | (11 | ) | $ | 3 |
(1)
|
The
Company’s postretirement benefit obligation is reduced by the impact of
non-taxable government subsidies under the Medicare Prescription Drug
Act. Because the subsidies are non-taxable, the temporary
difference used in measuring the deferred tax impact is determined on the
unrecognized losses excluding such subsidies. Accordingly, the
unrecognized losses used for determining deferred taxes were
$64 million and $54 million as of December 31, 2007 and
2008, respectively.
|
Postretirement
Benefits
|
||||
(In
millions)
|
||||
Net
gain
|
$ | 11 | ||
Amortization
of prior service cost
|
(2 | ) | ||
Total
recognized in other comprehensive income
|
$ | 9 |
Postretirement
Benefits
|
||||
(In
millions)
|
||||
Unrecognized
prior service cost
|
$ | 2 | ||
Amounts
in other comprehensive income to be recognized as net periodic cost in
2009
|
$ | 2 |
1%
Increase
|
1%
Decrease
|
|||||||
(In
millions)
|
||||||||
Effect
on the postretirement benefit obligation
|
$ | 5 | $ | (4 | ) | |||
Effect
on the total of service and interest cost
|
— | — |
December 31,
|
||||||||
2007
|
2008
|
|||||||
Domestic
equity securities
|
6 | % | 4 | % | ||||
Debt
securities
|
93 | 96 | ||||||
Cash
|
1 | — | ||||||
Total
|
100 | % | 100 | % |
Domestic
equity securities
|
0-10 | % | ||
Debt
securities
|
90-100 | % | ||
Cash
|
0-2 | % |
Postretirement
Benefit Plan
|
||||||||
Benefit
Payments
|
Medicare
Subsidy
Receipts
|
|||||||
(in
millions)
|
||||||||
2009
|
$ | 12 | $ | (2 | ) | |||
2010
|
13 | (2 | ) | |||||
2011
|
13 | (2 | ) | |||||
2012
|
14 | (2 | ) | |||||
2013
|
14 | (3 | ) | |||||
2014-2018
|
73 | (17 | ) |
|
Postemployment
Benefits
|
|
Other
Non-Qualified Plans
|
3.
|
Regulatory
Matters
|
4.
|
Related
Party Transactions
|
5.
|
Derivative
Instruments
|
December 31,
2007
|
December 31,
2008
|
|||||||||||||||
Investment
Grade(1)
|
Total
|
Investment
Grade(1)
|
Total
|
|||||||||||||
Energy
marketers
|
$ | 16 | $ | 18 | $ | 8 | $ | 9 | ||||||||
Financial
institutions
|
25 | 25 | 4 | 4 | ||||||||||||
Retail
end users (2)
|
3 | 7 | 5 | 125 | ||||||||||||
Total
|
$ | 44 | $ | 50 | $ | 17 | $ | 138 |
(1)
|
“Investment
grade” is primarily determined using publicly available credit ratings
along with the consideration of credit support (such as parent company
guaranties) and collateral, which encompass cash and standby letters of
credit. For unrated counterparties, the Company performs financial
statement analysis, considering contractual rights and restrictions and
collateral, to create a synthetic credit
rating.
|
(2)
|
Retail
end users represent commercial and industrial customers who have
contracted to fix the price of a portion of their physical gas
requirements for future
periods.
|
6.
|
Fair
Value Measurements
|
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,
2008
|
||||||||||||||||
(in
millions)
|
||||||||||||||||||||
Assets
|
||||||||||||||||||||
Corporate
equities
|
$ | 1 | $ | — | $ | — | $ | — | $ | 1 | ||||||||||
Investments,
including money
market
funds
|
11 | — | — | — | 11 | |||||||||||||||
Derivative
assets
|
8 | 155 | 49 | (74 | ) | 138 | ||||||||||||||
Total assets
|
$ | 20 | $ | 155 | $ | 49 | $ | (74 | ) | $ | 150 | |||||||||
Liabilities
|
||||||||||||||||||||
Derivative liabilities
|
44 | 244 | 107 | (261 | ) | 134 | ||||||||||||||
Total
liabilities
|
$ | 44 | $ | 244 | $ | 107 | $ | (261 | ) | $ | 134 |
(1)
|
Amounts
represent the impact of legally enforceable master netting agreements that
allow the Company to settle positive and negative positions and also cash
collateral held or placed with the same
counterparties.
|
Fair
Value Measurements
Using
Significant
Unobservable
Inputs
(Level
3)
|
||||
Derivative
assets and
liabilities,
net
|
||||
(in
millions)
|
||||
Beginning
liability balance as of January 1, 2008
|
$ | (3 | ) | |
Total
gains or (losses) (realized and unrealized):
|
||||
Included
in deferred fuel cost recovery
|
(10 | ) | ||
Included
in earnings
|
(11 | ) | ||
Purchases,
sales, other settlements, net:
|
||||
Included
in deferred fuel cost recovery
|
(41 | ) | ||
Included
in earnings
|
6 | |||
Net
transfers into Level 3
|
1 | |||
Ending
liability balance as of December 31, 2008
|
$ | (58 | ) | |
The
amount of total gains for the period included in earnings attributable to
the change in unrealized gains or losses relating to assets still held at
the reporting date
|
$ | 7 |
7.
|
Short-term
Borrowings and Long-term Debt
|
December 31,
2007
|
December 31,
2008
|
|||||||||||||||
Long-Term
|
Current(1)
|
Long-Term
|
Current(1)
|
|||||||||||||
(In
millions)
|
||||||||||||||||
Short-term
borrowings:
|
||||||||||||||||
CERC
Corp. receivables facility
|
$ | — | $ | 232 | $ | — | $ | 78 | ||||||||
Inventory
financing
|
— | — | — | 75 | ||||||||||||
Total
short-term borrowings
|
— | 232 | — | 153 | ||||||||||||
Long-term
debt:
|
||||||||||||||||
Convertible
subordinated debentures 6.00%
due
2012
|
50 | 7 | 44 | 7 | ||||||||||||
Senior
notes 5.95% to 7.875% due 2008 to 2037
|
2,447 | 300 | 2,747 | — | ||||||||||||
Bank
loans due 2012(2)
|
150 | — | 926 | — | ||||||||||||
Unamortized
discount and premium(3)
|
(2 | ) | — | (5 | ) | — | ||||||||||
Total
long-term debt
|
2,645 | 307 | 3,712 | 7 | ||||||||||||
Total
debt
|
$ | 2,645 | $ | 539 | $ | 3,712 | $ | 160 |
(1)
|
Includes
amounts due or exchangeable within one year of the date
noted.
|
|
(2)
|
Classified
as long-term debt because the termination date of the facility under which
the funds were borrowed is more than one year beyond the dates referenced
in the table.
|
|
(3)
|
Debt
acquired in business acquisitions is adjusted to fair market value as of
the acquisition date. Included in long-term debt is additional unamortized
premium related to fair value adjustments of long-term debt of
$3 million at both December 31, 2007 and 2008, which is being
amortized over the respective remaining term of the related long-term
debt.
|
8.
|
Income
Taxes
|
Year
Ended December 31,
|
||||||||||||
2006
|
2007
|
2008
|
||||||||||
(In
millions)
|
||||||||||||
Current:
|
||||||||||||
Federal
|
$ | 97 | $ | 81 | $ | 118 | ||||||
State
|
36 | 28 | 18 | |||||||||
Total
current
|
133 | 109 | 136 | |||||||||
Deferred:
|
||||||||||||
Federal
|
(22 | ) | 58 | 60 | ||||||||
State
|
5 | 6 | 32 | |||||||||
Total
deferred
|
(17 | ) | 64 | 92 | ||||||||
Income
tax expense
|
$ | 116 | $ | 173 | $ | 228 |
Year
Ended December 31,
|
||||||||||||
2006
|
2007
|
2008
|
||||||||||
(In
millions)
|
||||||||||||
Income
before income taxes
|
$ | 323 | $ | 460 | $ | 571 | ||||||
Federal
statutory rate
|
35 | % | 35 | % | 35 | % | ||||||
Income
taxes at statutory rate
|
113 | 161 | 200 | |||||||||
Net
addition (reduction) in taxes resulting from:
|
||||||||||||
State
income taxes, net of valuation allowance and federal income
tax
|
27 | 22 | 32 | |||||||||
Decrease
in settled and uncertain income tax positions
|
(20 | ) | (8 | ) | (1 | ) | ||||||
Other,
net
|
(4 | ) | (2 | ) | (3 | ) | ||||||
Total
|
3 | 12 | 28 | |||||||||
Income
tax expense
|
$ | 116 | $ | 173 | $ | 228 | ||||||
Effective
income tax rate
|
36.1 | % | 37.6 | % | 40.0 | % |
December 31,
|
||||||||
2007
|
2008
|
|||||||
(In
millions)
|
||||||||
Deferred
tax assets:
|
||||||||
Current:
|
||||||||
Allowance
for doubtful accounts
|
$ | 16 | $ | 13 | ||||
Deferred
gas costs
|
26 | 12 | ||||||
Total
current deferred tax assets
|
42 | 25 | ||||||
Non-current:
|
||||||||
Employee
benefits
|
87 | 80 | ||||||
Loss
and credit carryforwards
|
24 | 8 | ||||||
Regulatory
liabilities, net
|
— | 11 | ||||||
Other
|
24 | 11 | ||||||
Total
non-current deferred tax assets before valuation allowance
|
135 | 110 | ||||||
Valuation
allowance
|
(18 | ) | (5 | ) | ||||
Total
non-current deferred tax assets
|
117 | 105 | ||||||
Total
deferred tax assets, net
|
159 | 130 | ||||||
Deferred
tax liabilities:
|
||||||||
Current:
|
||||||||
Non-trading
derivative liabilities, net
|
$ | 2 | $ | — | ||||
Non-current:
|
||||||||
Depreciation
|
851 | 927 | ||||||
Regulatory
assets, net
|
16 | — | ||||||
Other
|
28 | 42 | ||||||
Total
non-current deferred tax liabilities
|
895 | 969 | ||||||
Total
deferred tax liabilities
|
897 | 969 | ||||||
Accumulated
deferred income taxes, net
|
$ | 738 | $ | 839 |
December 31,
|
||||||||
2007
|
2008
|
|||||||
(In
millions)
|
||||||||
Balance,
beginning of year
|
$ | 1 | $ | (11 | ) | |||
Tax
Positions related to prior years:
|
||||||||
Reductions
|
(10 | ) | (1 | ) | ||||
Settlements
|
(2 | ) | — | |||||
Balance,
end of year
|
$ | (11 | ) | $ | (12 | ) |
9.
|
Commitments
and Contingencies
|
2009
|
$ | 14 | ||
2010
|
11 | |||
2011
|
11 | |||
2012
|
7 | |||
2013
|
6 | |||
2014
and beyond
|
25 | |||
Total
|
$ | 74 |
10.
|
Estimated
Fair Value of Financial Instruments
|
December 31,
2007
|
December 31,
2008
|
|||||||||||||||
Carrying
Amount
|
Fair
Value
|
Carrying
Amount
|
Fair
Value
|
|||||||||||||
(In
millions)
|
||||||||||||||||
Financial
liabilities:
|
||||||||||||||||
Long-term
debt
|
$ | 2,952 | $ | 3,079 | $ | 3,719 | $ | 3,568 |
11.
|
Unaudited
Quarterly Information
|
Year
Ended December 31, 2007
|
||||||||||||||||
First
Quarter
|
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter
|
|||||||||||||
(In
millions)
|
||||||||||||||||
Revenues
|
$ | 2,697 | $ | 1,566 | $ | 1,351 | $ | 2,162 | ||||||||
Operating
income
|
250 | 83 | 91 | 202 | ||||||||||||
Net
income
|
131 | 30 | 28 | 98 |
Year
Ended December 31, 2008
|
||||||||||||||||
First
Quarter
|
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter
|
|||||||||||||
(In
millions)
|
||||||||||||||||
Revenues
|
$ | 2,952 | $ | 2,157 | $ | 1,960 | $ | 2,326 | ||||||||
Operating
income
|
242 | 130 | 129 | 216 | ||||||||||||
Net
income
|
126 | 60 | 67 | 90 |
12.
|
Reportable
Business Segments
|
Revenues
from
External
Customers
|
Inter-segment
Revenues
|
Depreciation
and
Amortization
|
Operating
Income
(Loss)
|
Total
Assets
|
Expenditures
for
Long-
Lived
Assets
|
|||||||||||||||||||
As
of and for the year ended December 31, 2006:
|
||||||||||||||||||||||||
Natural
Gas Distribution
|
$ | 3,582 | $ | 11 | $ | 152 | $ | 124 | $ | 4,463 | $ | 187 | ||||||||||||
Competitive
Natural Gas Sales and Services
|
3,572 | 79 | 1 | 77 | 1,501 | 18 | ||||||||||||||||||
Interstate
Pipelines (1)
|
255 | 133 | 37 | 181 | 2,738 | 437 | ||||||||||||||||||
Field
Services (2)
|
119 | 31 | 10 | 89 | 608 | 65 | ||||||||||||||||||
Other
|
— | 5 | — | 1 | 1,086 | — | ||||||||||||||||||
Reconciling
Eliminations
|
— | (259 | ) | — | — | (1,581 | ) | — | ||||||||||||||||
Consolidated
|
$ | 7,528 | $ | — | $ | 200 | $ | 472 | $ | 8,815 | $ | 707 | ||||||||||||
As
of and for the year ended December 31, 2007:
|
||||||||||||||||||||||||
Natural
Gas Distribution
|
$ | 3,749 | $ | 10 | $ | 155 | $ | 218 | $ | 4,332 | $ | 191 | ||||||||||||
Competitive
Natural Gas Sales and Services
|
3,534 | 45 | 5 | 75 | 1,221 | 7 | ||||||||||||||||||
Interstate
Pipelines (1)
|
357 | 143 | 44 | 237 | 3,007 | 308 | ||||||||||||||||||
Field
Services (2)
|
136 | 39 | 11 | 99 | 669 | 74 | ||||||||||||||||||
Other
|
— | — | — | (3 | ) | 670 | — | |||||||||||||||||
Reconciling
Eliminations
|
— | (237 | ) | — | — | (765 | ) | — | ||||||||||||||||
Consolidated
|
$ | 7,776 | $ | — | $ | 215 | $ | 626 | $ | 9,134 | $ | 580 | ||||||||||||
As
of and for the year ended December 31, 2008:
|
||||||||||||||||||||||||
Natural
Gas Distribution
|
$ | 4,217 | $ | 9 | $ | 157 | $ | 215 | $ | 4,961 | $ | 214 | ||||||||||||
Competitive
Natural Gas Sales and Services
|
4,488 | 40 | 3 | 62 | 1,315 | 8 | ||||||||||||||||||
Interstate
Pipelines (1)
|
477 | 173 | 46 | 293 | 3,578 | 189 | ||||||||||||||||||
Field
Services (2)
|
213 | 39 | 12 | 147 | 826 | 122 | ||||||||||||||||||
Other
|
— | — | — | — | 724 | — | ||||||||||||||||||
Reconciling
Eliminations
|
— | (261 | ) | — | — | (1,193 | ) | — | ||||||||||||||||
Consolidated
|
$ | 9,395 | $ | — | $ | 218 | $ | 717 | $ | 10,211 | $ | 533 |
(1)
|
Interstate
Pipelines recorded equity income of $6 million and $36 million
(including $6 million and $33 million related to pre-operating
allowance for funds used during construction) in the years ended December
31, 2007 and 2008, respectively, from its 50 percent interest in
SESH, a jointly-owned pipeline. These amounts are included in
Equity in earnings of unconsolidated affiliates under the Other Income
(Expense) caption. Interstate Pipelines’ investment in SESH was
$8 million, $58 million and $307 million as of December 31,
2006, 2007 and 2008 and is included in Investment in unconsolidated
affiliates.
|
(2)
|
Field
Services recorded equity income of $6 million, $10 million and
$15 million for the years ended December 31, 2006, 2007 and
2008, respectively, from its 50 percent interest in a jointly-owned
gas processing plant. These amounts are included in Equity in earnings of
unconsolidated affiliates under the Other Income (Expense)
caption. Field Services’ investment in the jointly-owned gas
processing plant was $24 million, $30 million and
$38 million as of December 31, 2006, 2007 and 2008 and is included in
Investment in unconsolidated
affiliates.
|
Year
Ended December 31,
|
||||||||||||
Revenues
by Products and Services:
|
2006
|
2007
|
2008
|
|||||||||
(In
millions)
|
||||||||||||
Retail
gas sales
|
4,546 | 4,941 | 6,216 | |||||||||
Wholesale
gas sales
|
2,331 | 2,196 | 2,295 | |||||||||
Gas
transport
|
550 | 532 | 756 | |||||||||
Energy
products and services
|
101 | 107 | 128 | |||||||||
Total
|
$ | 7,528 | $ | 7,776 | $ | 9,395 |
Year
Ended December 31,
|
||||||||
2007
|
2008
|
|||||||
Audit
fees
(1)
|
$ | 1,205,900 | $ | 1,199,800 | ||||
Audit-related
fees
(2)
|
93,720 | 86,869 | ||||||
Total
audit and audit-related fees
|
1,299,620 | 1,286,669 | ||||||
Tax
fees
|
— | — | ||||||
All
other
fees
|
— | — | ||||||
Total
fees
|
$ | 1,299,620 | $ | 1,286,669 |
(1)
|
For
2008 and 2007, amounts include fees for services provided by the principal
accounting firm relating to the integrated audit of financial statements
and internal control over financial reporting, statutory audits, attest
services, and regulatory filings.
|
(2)
|
For
2008 and 2007, includes fees for consultations concerning financial
accounting and reporting standards and various agreed-upon or expanded
procedures related to accounting records to comply with financial
accounting or regulatory reporting
matters.
|
(a)(1)
Financial Statements.
|
|
35
|
|
37
|
|
38
|
|
39
|
|
40
|
|
41
|
|
42
|
|
(a)(2)
Financial Statement Schedules for the Three Years Ended December 31,
2008.
|
|
69
|
|
70
|
Column
A
|
Column
B
|
Column
C
|
Column
D
|
Column
E
|
||||||||||||||||
Description
|
Balance
at
Beginning
of
Period
|
Additions
|
Deductions
From
Reserves(2)
|
Balance
at
End
of
Period
|
||||||||||||||||
Charged
to
Income
|
Charged
to
Other
Accounts
(1)
|
|||||||||||||||||||
(In
millions)
|
||||||||||||||||||||
Year
Ended December 31, 2008:
|
||||||||||||||||||||
Accumulated
provisions:
|
||||||||||||||||||||
Uncollectible
accounts receivable
|
$ | 37 | $ | 53 | $ | 3 | $ | 60 | $ | 33 | ||||||||||
Deferred
tax asset valuation allowance
|
18 | (1 | ) | (12 | ) | — | 5 | |||||||||||||
Year
Ended December 31, 2007:
|
||||||||||||||||||||
Accumulated
provisions:
|
||||||||||||||||||||
Uncollectible
accounts receivable
|
32 | 42 | — | 37 | 37 | |||||||||||||||
Deferred
tax asset valuation allowance
|
22 | (4 | ) | — | — | 18 | ||||||||||||||
Year
Ended December 31, 2006:
|
||||||||||||||||||||
Accumulated
provisions:
|
||||||||||||||||||||
Uncollectible
accounts receivable
|
38 | 37 | — | 43 | 32 | |||||||||||||||
Deferred
tax asset valuation allowance
|
21 | 1 | — | — | 22 |
(1)
|
The
2008 change to the deferred tax asset valuation allowance charged to other
accounts represents a reduction equal to the related deferred tax asset
reduction in 2008 for re-measurement of state tax attributes, net of
federal tax benefit. A full valuation allowance for this deferred
tax asset was established in prior
periods.
|
(2)
|
Deductions
from reserves represent losses or expenses for which the respective
reserves were created. In the case of the uncollectible accounts reserve,
such deductions are net of recoveries of amounts previously written
off.
|
CENTERPOINT
ENERGY RESOURCES CORP.
|
|
(Registrant)
|
|
By:
|
/s/
DAVID M. MCCLANAHAN
|
David
M. McClanahan
|
|
President
and Chief Executive Officer
|
Signature
|
Title
|
|
/s/
DAVID M. MCCLANAHAN
|
Chairman,
President and Chief Executive Officer
|
|
(David
M. McClanahan)
|
(Principal
Executive Officer and Director)
|
|
/s/
GARY L. WHITLOCK
|
Executive
Vice President and Chief Financial Officer
|
|
(Gary
L. Whitlock)
|
(Principal
Financial Officer)
|
|
/s/
WALTER L. FITZGERALD
|
Senior
Vice President and Chief Accounting Officer
|
|
(Walter
L. Fitzgerald)
|
(Principal
Accounting Officer)
|
|
Exhibit
Number
|
Description
|
Report
or
Registration
Statement
|
SEC
File or
Registration
Number
|
Exhibit
Reference
|
||||
2(a)(1)
|
Agreement
and Plan of Merger among the Company, Houston Lighting and Power Company
(“HL&P”), HI Merger, Inc. and NorAm Energy Corp. (“NorAm”) dated
August 11, 1996
|
Houston
Industries’ (“HI’s”) Form 8-K dated August 11, 1996
|
1-7629
|
2
|
||||
2(a)(2)
|
Amendment
to Agreement and Plan of Merger among the Company, HL&P, HI Merger,
Inc. and NorAm dated August 11, 1996
|
Registration
Statement on Form S-4
|
333-11329
|
2(c)
|
||||
2(b)
|
Agreement
and Plan of Merger dated December 29, 2000 merging Reliant Resources
Merger Sub, Inc. with and into Reliant Energy Services, Inc.
|
Registration
Statement on Form S-3
|
333-54526
|
2
|
||||
3(a)(1)
|
Certificate
of Incorporation of Reliant Energy Resources Corp. (“RERC
Corp.”)
|
Form
10-K for the year ended December 31, 1997
|
1-3187
|
3(a)(1)
|
||||
3(a)(2)
|
Certificate
of Merger merging former NorAm Energy Corp. with and into HI Merger, Inc.
dated August 6, 1997
|
Form
10-K for the year ended December 31, 1997
|
1-3187
|
3(a)(2)
|
||||
3(a)(3)
|
Certificate
of Amendment changing the name to Reliant Energy Resources
Corp.
|
Form
10-K for the year ended December 31, 1998
|
1-3187
|
3(a)(3)
|
||||
3(a)(4)
|
Certificate
of Amendment changing the name to CenterPoint Energy Resources
Corp.
|
Form
10-Q for the quarter ended June 30, 2003
|
1-13265
|
3(a)(4)
|
||||
3(b)
|
Bylaws
of RERC Corp.
|
Form
10-K for the year ended December 31, 1997
|
1-3187
|
3(b)
|
||||
4(a)(1)
|
Indenture,
dated as of March 31, 1987, between NorAm and Chase Manhattan
Bank, N.A., as Trustee, authorizing 6% Convertible Subordinated Debentures
due 2012
|
NorAm’s
Registration Statement on Form S-3
|
33-14586
|
4.20
|
||||
4(a)(2)
|
Supplemental
Indenture to Exhibit 4(a)(1) dated as of
August 6, 1997
|
Form
10-K for the year ended December 31, 1997
|
1-3187
|
4(b)(2)
|
Exhibit
Number
|
Description
|
Report
or
Registration
Statement
|
SEC
File or
Registration
Number
|
Exhibit
Reference
|
||||
4(b)(1)
|
Indenture,
dated as of February 1, 1998, between RERC Corp. and Chase Bank
of Texas, National Association, as Trustee
|
Form
8-K dated February 5, 1998
|
1-13265
|
4.1
|
||||
4(b)(2)
|
Supplemental
Indenture No. 1, dated as of February 1, 1998, providing
for the issuance of RERC Corp.’s 6 1/2%
Debentures
due February 1, 2008
|
Form
8-K dated February 5, 1998
|
1-13265
|
4.2
|
||||
4(b)(3)
|
Supplemental
Indenture No. 2, dated as of November 1, 1998, providing
for the issuance of RERC Corp.’s 6 3/8% Term Enhanced ReMarketable
Securities
|
Form
8-K dated November 9, 1998
|
1-13265
|
4.1
|
||||
4(b)(4)
|
Supplemental
Indenture No. 3, dated as of July 1, 2000, providing for
the issuance of RERC Corp.’s 8.125% Notes due 2005
|
Registration
Statement on Form S-4
|
333-49162
|
4.2
|
||||
4(b)(5)
|
Supplemental
Indenture No. 4, dated as of February 15, 2001, providing
for the issuance of RERC Corp.’s 7.75% Notes due 2011
|
Form
8-K dated February 21, 2001
|
1-13265
|
4.1
|
||||
4(b)(6)
|
Supplemental
Indenture No. 5, dated as of March 25, 2003, providing for
the issuance of CERC Corp.’s 7.875% Senior Notes due 2013
|
Form
8-K dated March 18, 2003
|
1-13265
|
4.1
|
||||
4(b)(7)
|
Supplemental
Indenture No. 6, dated as of April 14, 2003, providing for
the issuance of CERC Corp.’s 7.875% Senior Notes due 2013
|
Form
8-K dated April 7, 2003
|
1-13265
|
4.2
|
||||
4(b)(8)
|
Supplemental
Indenture No. 7, dated as of November 3, 2003, providing
for the issuance of CERC Corp.’s 5.95% Senior Notes due 2014
|
Form
8-K dated October 29, 2003
|
1-13265
|
4.2
|
||||
4(b)(9)
|
Supplemental
Indenture No. 8, dated as of December 28, 2005, providing
for the issuance of CERC Corp.’s 6 1/2% Debentures due 2008
|
CenterPoint
Energy, Inc.’s (“CNP’s”) Form 10-K for the year ended
December 31, 2005
|
1-31447
|
4(f)(9)
|
||||
4(b)(10)
|
Supplemental
Indenture No. 9, dated as of May 18, 2006, providing for
the issuance of CERC Corp.’s 6.15% Senior Notes due 2016
|
CNP’s
Form 10-Q for the quarter ended June 30, 2006
|
1-31447
|
4.7
|
||||
4(b)(11)
|
Supplemental
Indenture No. 10, dated as of February 6, 2007, providing
for the issuance of CERC Corp.’s 6.25% Senior Notes due 2037
|
CNP’s
Form 10-K for the year ended December 31, 2007
|
1-31447
|
4(f)(11)
|
||||
4(b)(12)
|
Supplemental
Indenture No. 11 dated as of October 23, 2007, providing
for the issuance of CERC Corp.’s 6.125% Senior Notes due
2017
|
CNP’s
Form 10-Q for quarter ended September 30, 2007
|
1-31447
|
4.8
|
Exhibit
Number
|
Description
|
Report
or
Registration
Statement
|
SEC
File or
Registration
Number
|
Exhibit
Reference
|
||||
4(b)(13)
|
Supplemental
Indenture No. 12 dated as of October 23, 2007,
providing for the issuance of CERC Corp.’s 6.625% Senior Notes due
2037
|
CNP’s
Form 10-Q for quarter ended September 30, 2007
|
1-31447
|
4.9
|
||||
4(b)(14)
|
Supplemental
Indenture No. 13 dated as of May 15, 2008, providing for
the issuance of CERC Corp.’s 6.00% Senior Notes due 2018
|
CNP’s
Form 10-Q for quarter ended June 30, 2008
|
1-31447
|
4.9
|
||||
4(c)
|
$950,000,000
Second Amended and Restated Credit Agreement dated as of
June 29, 2007, among CERC Corp., as Borrower, and the banks
named therein
|
CNP’s
Form 10-Q for the quarter ended June 30, 2007
|
1-31447
|
4.5
|
Exhibit
Number
|
Description
|
Report
or
Registration
Statement
|
SEC
File or
Registration
Number
|
Exhibit
Reference
|
||||
10(a)
|
Service
Agreement by and between Mississippi River Transmission Corporation and
Laclede Gas Company dated August 22, 1989
|
NorAm’s
Form 10-K for the year ended December 31, 1989
|
1-13265
|
10.20
|
||||
+12
|
|
|||||||
+23
|
|
|||||||
+31.1
|
|
|||||||
+31.2
|
|
|||||||
+32.1
|
|
|||||||
+32.2
|
|
Year
Ended December 31,
|
||||||||||||||||||||
2004
|
2005
|
2006
|
2007
(1)
|
2008
(1)
|
||||||||||||||||
Net
Income
|
$ | 144 | $ | 193 | $ | 207 | $ | 287 | $ | 343 | ||||||||||
Income
taxes
|
87 | 116 | 116 | 173 | 228 | |||||||||||||||
Capitalized
interest
|
(2 | ) | (1 | ) | (6 | ) | (12 | ) | (14 | ) | ||||||||||
229 | 308 | 317 | 448 | 557 | ||||||||||||||||
Fixed
charges, as defined:
|
||||||||||||||||||||
Interest expense
|
178 | 176 | 167 | 187 | 213 | |||||||||||||||
Capitalized
interest
|
2 | 1 | 6 | 12 | 14 | |||||||||||||||
Interest component of rentals
charged
to operating expense
|
10 | 11 | 17 | 14 | 13 | |||||||||||||||
Total fixed
charges
|
190 | 188 | 190 | 213 | 240 | |||||||||||||||
Earnings,
as defined
|
$ | 419 | $ | 496 | $ | 507 | $ | 661 | $ | 797 | ||||||||||
Ratio
of earnings to fixed charges
|
2.20 | 2.64 | 2.67 | 3.10 | 3.32 |
|
(1)
|
Excluded
from the computation of fixed charges for the years ended December 31,
2007 and 2008 is interest income of $2 million and $1 million,
respectively, which is included in income tax
expense.
|
|
(a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
|
(b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
|
(c)
|
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
|
(d)
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting; and
|
|
(a)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
|
(b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
/s/
David M. McClanahan
|
|
David
M. McClanahan
|
|
President
and Chief Executive
Officer
|
|
(a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
|
(b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
|
(c)
|
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
|
(d)
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting; and
|
|
(a)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
|
(b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
/s/
Gary L. Whitlock
|
|
Gary
L. Whitlock
|
|
Executive
Vice President and Chief Financial
Officer
|
/s/
David M. McClanahan
|
|
David
M. McClanahan
|
|
President
and Chief Executive Officer
|
|
March 11,
2009
|
/s/
Gary L. Whitlock
|
|
Gary
L. Whitlock
|
|
Executive
Vice President and Chief Financial Officer
|
|
March 11,
2009
|