View:
Download DOC
Download PDF
Download XLS
Download XBRL
10-Q

 

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 SEPTEMBER 30, 2015
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
FOR THE TRANSITION PERIOD FROM                             TO                             

Commission file number 1-3187
______________________________

CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC
(Exact name of registrant as specified in its charter)
Texas
22-3865106
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
 
1111 Louisiana
 
Houston, Texas 77002
(713) 207-1111
(Address and zip code of principal executive offices)
(Registrant’s telephone number, including area code)
______________________________

CenterPoint Energy Houston Electric, LLC meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this Form 10-Q with the reduced disclosure format.

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 o
Accelerated filer o
Non-accelerated filer þ
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 October 23, 2015, all 1,000 common shares of CenterPoint Energy Houston Electric, LLC were held by Utility Holding, LLC, a wholly-owned subsidiary of CenterPoint Energy, Inc.

 



CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2015

TABLE OF CONTENTS
 
PART I.
FINANCIAL INFORMATION
 
 
 
 
Item 1.
Financial Statements
 
 
 
 
Condensed Statements of Consolidated Income
 
 
Three and Nine Months Ended September 30, 2015 and 2014 (unaudited)
 
 
 
 
Condensed Consolidated Balance Sheets
 
 
September 30, 2015 and December 31, 2014 (unaudited)
 
 
 
 
Condensed Statements of Consolidated Cash Flows
 
 
Nine Months Ended September 30, 2015 and 2014 (unaudited)
 
 
 
 
Notes to Unaudited Condensed Consolidated Financial Statements
 
 
 
Item 2.
Management’s Narrative Analysis of Results of Operations
 
 
 
Item 4.
Controls and Procedures
 
 
 
PART II.
OTHER INFORMATION
 
 
 
 
Item 1.
Legal Proceedings
 
 
 
Item 1A.
Risk Factors
 
 
 
Item 5.
Other Information
 
 
 
Item 6.
Exhibits
 

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:

•
state and federal legislative and regulatory actions or developments affecting various aspects of our business, including, among others, energy deregulation or re-regulation, health care reform, financial reform, tax legislation and actions regarding the rates we charge;

•
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 territory 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;

•
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;

•
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 business 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 CenterPoint Energy, Inc.’s 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;

ii


•
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, 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;

•
the outcome of litigation;

•
changes in technology, particularly with respect to efficient battery storage or the 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;

•
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

PART I. FINANCIAL INFORMATION


ITEM 1.    FINANCIAL STATEMENTS

CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC AND SUBSIDIARIES
(AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)
CONDENSED STATEMENTS OF CONSOLIDATED INCOME
(Millions of Dollars)
(Unaudited)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
 
 
Revenues
$
827

 
$
839

 
$
2,149

 
$
2,167

 
 
 
 
 
 
 
 
Expenses:
 

 
 

 
 

 
 

Operation and maintenance
326

 
321

 
953

 
912

Depreciation and amortization
201

 
230

 
526

 
602

Taxes other than income taxes
56

 
56

 
167

 
170

Total
583

 
607

 
1,646

 
1,684

Operating Income
244

 
232

 
503

 
483

 
 
 
 
 
 
 
 
Other Income (Expense):
 

 
 

 
 

 
 

Interest and other finance charges
(30
)
 
(27
)
 
(88
)
 
(80
)
Interest on transition and system restoration bonds
(25
)
 
(30
)
 
(80
)
 
(90
)
Other, net
6

 
4

 
16

 
11

Total
(49
)
 
(53
)
 
(152
)
 
(159
)
Income Before Income Taxes
195

 
179

 
351

 
324

Income tax expense
71

 
60

 
127

 
113

Net Income
$
124

 
$
119

 
$
224

 
$
211


See Notes to the Interim Condensed Consolidated Financial Statements



1

CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC AND SUBSIDIARIES
(AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)
CONDENSED CONSOLIDATED BALANCE SHEETS
(Millions of Dollars)
(Unaudited)

ASSETS
 
September 30,
2015
 
December 31, 2014
Current Assets:
 
 
 
Cash and cash equivalents ($215 and $290 related to VIEs, respectively)
$
217

 
$
290

Accounts and notes receivable ($73 and $58 related to VIEs, respectively), less bad debt reserve of $1 and $3, respectively
302

 
237

Accounts and notes receivable–affiliated companies
9

 
119

Accrued unbilled revenues
112

 
96

Inventory
125

 
126

Taxes receivable
—

 
103

Deferred tax asset
2

 
2

Other ($38 and $47 related to VIEs, respectively)
46

 
74

Total current assets
813

 
1,047

 
 
 
 
Property, Plant and Equipment:
 
 
 
Property, plant and equipment
9,941

 
9,393

Less: accumulated depreciation and amortization
3,191

 
3,050

Property, plant and equipment, net
6,750

 
6,343

 
 
 
 
Other Assets:
 

 
 

Regulatory assets ($2,465 and $2,738 related to VIEs, respectively)
2,355

 
2,629

Other
44

 
34

Total other assets
2,399

 
2,663

 
 
 
 
Total Assets
$
9,962

 
$
10,053



See Notes to the Interim Condensed Consolidated Financial Statements


















2

CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC AND SUBSIDIARIES
(AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)
CONDENSED CONSOLIDATED BALANCE SHEETS
(Millions of Dollars)
(Unaudited)

LIABILITIES AND MEMBER’S EQUITY
 
September 30,
2015
 
December 31, 2014
Current Liabilities:
 

 
 

Current portion of VIE transition and system restoration bonds long-term debt
$
390

 
$
372

Accounts payable
120

 
148

Accounts and notes payable–affiliated companies
215

 
121

Taxes accrued
128

 
104

Interest accrued
63

 
75

Other
94

 
109

Total current liabilities
1,010

 
929

Other Liabilities:
 

 
 

Deferred income taxes, net
1,899

 
2,001

Benefit obligations
260

 
260

Regulatory liabilities
567

 
537

Other
58

 
54

Total other liabilities
2,784

 
2,852

Long-term Debt:
 

 
 

VIE transition and system restoration bonds
2,346

 
2,674

Other
2,006

 
2,006

Total long-term debt
4,352

 
4,680

 
 
 
 
Commitments and Contingencies (Note 8)


 


 
 
 
 
Member’s Equity:
 
 
 
Common stock
—

 
—

Paid-in capital
1,322

 
1,322

Retained earnings
494

 
270

Total member’s equity
1,816

 
1,592

 
 
 
 
Total Liabilities and Member’s Equity
$
9,962

 
$
10,053



See Notes to the Interim Condensed Consolidated Financial Statements

3

CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC AND SUBSIDIARIES
(AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
(Millions of Dollars)
(Unaudited)
 
Nine Months Ended September 30,
 
2015
 
2014
Cash Flows from Operating Activities:
 
 
 
Net income
$
224

 
$
211

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

 
 

Depreciation and amortization
526

 
602

Amortization of deferred financing costs
11

 
12

Deferred income taxes
(114
)
 
(95
)
Changes in other assets and liabilities:
 

 
 

Accounts and notes receivable, net
(81
)
 
(99
)
Accounts receivable/payable–affiliated companies
97

 
(9
)
Inventory
1

 
(9
)
Accounts payable
(16
)
 
—

Taxes receivable
103

 
—

Interest and taxes accrued
12

 
(60
)
Net regulatory assets and liabilities
36

 
(7
)
Other current assets
19

 
11

Other current liabilities
(15
)
 
(18
)
Other assets
(1
)
 
—

Other liabilities
5

 
10

Other, net
—

 
(6
)
Net cash provided by operating activities
807

 
543

 
 
 
 
Cash Flows from Investing Activities:
 

 
 

Capital expenditures
(677
)
 
(588
)
Decrease (increase) in notes receivable–affiliated companies
107

 
(43
)
Decrease (increase) in restricted cash of transition and system restoration bond companies
9

 
(9
)
Other, net
(9
)
 
(7
)
Net cash used in investing activities
(570
)
 
(647
)
 
 
 
 
Cash Flows from Financing Activities:
 

 
 

Proceeds from long-term debt
—

 
600

Payments of long-term debt
(310
)
 
(477
)
Decrease in short-term notes payable–affiliated companies
—

 
(3
)
Debt issuance costs
—

 
(7
)
Other, net
—

 
(1
)
Net cash provided by (used in) financing activities
(310
)
 
112

 
 
 
 
Net Increase (Decrease) in Cash and Cash Equivalents
(73
)
 
8

Cash and Cash Equivalents at Beginning of Period
290

 
207

Cash and Cash Equivalents at End of Period
$
217

 
$
215

 
 
 
 
Supplemental Disclosure of Cash Flow Information:
 
 
 

Cash Payments:
 
 
 

Interest, net of capitalized interest
$
169

 
$
186

Income taxes, net
157

 
221

Non-cash transactions:
 

 
 

Accounts payable related to capital expenditures
$
52

 
$
35


See Notes to the Interim Condensed Consolidated Financial Statements



4

CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC 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 Houston Electric, LLC are the condensed consolidated interim financial statements and notes (Interim Condensed Financial Statements) of CenterPoint Energy Houston Electric, LLC and its subsidiaries (collectively, CenterPoint Houston). 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 Houston for the year ended December 31, 2014.

Background. CenterPoint Houston engages in the electric transmission and distribution business in the Texas Gulf Coast area that includes the city of Houston.  CenterPoint Houston is an indirect, wholly-owned subsidiary of CenterPoint Energy, Inc. (CenterPoint Energy), a public utility holding company.  At September 30, 2015, CenterPoint Houston had the following subsidiaries: CenterPoint Energy Transition Bond Company, LLC, CenterPoint Energy Transition Bond Company II, LLC, CenterPoint Energy Transition Bond Company III, LLC, CenterPoint Energy Restoration Bond Company, LLC and CenterPoint Energy Transition Bond Company IV, LLC.  The transition and system restoration bond companies, which are classified as variable interest entities (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 Houston 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 Houston.

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 Houston’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 Houston’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, (b) timing of maintenance and other expenditures and (c) acquisitions and dispositions of businesses, assets and other interests.

(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 Houston 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.

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 Houston 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 Houston had debt issuance costs of $23 million and $26 million included in other long-term assets on its Condensed Consolidated Balance Sheets as of September 30, 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

5

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 Houston 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.

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09), which supersedes most current revenue recognition guidance. ASU 2014-09 provides a comprehensive new revenue recognition model that requires revenue to be recognized in a manner that depicts the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. ASU 2014-09 was initially effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. Early adoption is not permitted, and entities have the option of using either a full retrospective or a modified retrospective adoption approach. In August 2015, the FASB issued Accounting Standard Update No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delays the effective date of ASU 2014-09 by one year.  CenterPoint Houston is currently evaluating the impact that ASU 2014-09 will have on its financial position, results of operations, cash flows and disclosures, and may adopt ASU 2014-09 on January 1, 2018 as permitted by the new guidance.

In July 2015, the FASB issued Accounting Standards Update No. 2015-11, Inventory (Topic 330) Simplifying the Measurement of Inventory (ASU 2015-11). ASU 2015-11 changes the subsequent measurement guidance for inventory accounted for using methods other than the last in, first out (LIFO) and Retail Inventory methods. Companies will subsequently measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. ASU 2015-11 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, with early adoption permitted. CenterPoint Houston does not believe that ASU 2015-11 will have a material impact 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 Houston’s consolidated financial position, results of operations or cash flows upon adoption.

(3) Employee Benefit Plans

CenterPoint Houston’s employees participate in CenterPoint Energy’s postretirement benefit plan. CenterPoint Houston’s net periodic cost includes the following components relating to postretirement benefits:
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2015
 
2014
 
2015
 
2014

 
 
(in millions)
Service cost
 
$
—

 
$
—

 
$
1

 
$
—

Interest cost
 
4

 
4

 
10

 
11

Expected return on plan assets
 
(2
)
 
(2
)
 
(5
)
 
(5
)
Amortization of prior service credit
 
—

 
—

 
(1
)
 
(1
)
Amortization of loss
 
—

 
—

 
2

 
1

Amortization of transition obligation
 
—

 
1

 
—

 
3

Net periodic cost
 
$
2

 
$
3

 
$
7

 
$
9


CenterPoint Houston expects to contribute approximately $7 million to its postretirement benefit plan in 2015, of which $2 million and $6 million were contributed during the three and nine months ended September 30, 2015, respectively.

(4) Regulatory Accounting

As of September 30, 2015, CenterPoint Houston has not recognized an allowed equity return of $405 million because such return will be recognized as it is recovered in rates.  During the three months ended September 30, 2015 and 2014, CenterPoint Houston recognized approximately $16 million and $20 million, respectively, of the allowed equity return not previously recognized. During the nine months ended September 30, 2015 and 2014, CenterPoint Houston recognized approximately $37 million and $52 million, respectively, of the allowed equity return not previously recognized. 


6

(5) 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 are investments listed in active markets.  At September 30, 2015 and December 31, 2014, CenterPoint Houston held Level 1 investments of $34 million and $43 million, respectively, which were primarily investments in money market funds and are included in other current assets in the Condensed Consolidated Balance Sheets.

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. CenterPoint Houston had no Level 2 assets or liabilities at either September 30, 2015 or December 31, 2014.

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 Houston’s judgments about the assumptions market participants would use in determining fair value.  CenterPoint Houston had no Level 3 assets or liabilities at either September 30, 2015 or December 31, 2014.

CenterPoint Houston 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 nine months ended September 30, 2015, there were no transfers between levels.

Estimated Fair Value of Financial Instruments

The fair values of cash and cash equivalents and short-term borrowings are estimated to be approximately equivalent to carrying amounts and have been 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 in the fair value hierarchy.
 
September 30, 2015
 
December 31, 2014
 
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
Financial liabilities:
(in millions)
Long-term debt
$
4,742

 
$
5,059

 
$
5,052

 
$
5,441


(6) Related Party Transactions and Major Customers

(a) Related Party Transactions

CenterPoint Houston participates in a “money pool” through which it can borrow or invest on a short-term basis. Funding needs are aggregated, and external borrowing or investing is based on the net cash position. The net funding requirements of the money pool are expected to be met with borrowings under CenterPoint Energy’s revolving credit facility or the sale of CenterPoint Energy’s commercial paper.  CenterPoint Houston had borrowings from the money pool of $120 million and investments in the money pool of $107 million at September 30, 2015 and December 31, 2014, respectively, which are included in accounts and notes payable-affiliated companies and accounts and notes receivable-affiliated companies, respectively, in the Condensed Consolidated Balance Sheets. Net interest income (expense) related to accounts and notes receivables and payables-affiliated companies was not material for either the three or nine months ended September 30, 2015 or 2014.


7

CenterPoint Energy provides some corporate services to CenterPoint Houston. The costs of services have been charged directly to CenterPoint Houston using methods that management believes are reasonable. These methods include negotiated usage rates, dedicated asset assignment and proportionate corporate formulas based on operating expenses, assets, gross margin, employees and a composite of assets, gross margin and employees. These charges are not necessarily indicative of what would have been incurred had CenterPoint Houston not been an affiliate. Amounts charged to CenterPoint Houston for these services were as follows and are included primarily in operation and maintenance expenses:
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
(in millions)
Corporate service charges
 
$
40

 
$
41

 
$
126

 
$
117


(b) Major Customers

CenterPoint Houston’s transmission and distribution revenues from major customers are as follows:
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
(in millions)
Affiliates of NRG
 
$
222

 
$
222

 
$
578

 
$
552

Affiliates of Energy Future Holdings Corp.
 
$
67

 
$
59

 
$
170

 
$
140


(7) Long-term Debt

Revolving Credit Facility. As of September 30, 2015 and December 31, 2014, CenterPoint Houston had the following revolving credit facility and utilization of such facility:
 
 
September 30, 2015
 
December 31, 2014
Size of
Facility
 
Loans
 
Letters
of Credit
 
Loans
 
Letters
of Credit
(in millions)
$
300

 
$
—

 
$
4

 
$
—

 
$
4


CenterPoint Houston’s $300 million credit facility, which is scheduled to terminate September 9, 2019, can be drawn at the London Interbank Offered Rate 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 its consolidated capitalization.

CenterPoint Houston was in compliance with all financial covenants as of September 30, 2015.

Other. As of both September 30, 2015 and December 31, 2014, CenterPoint Houston had issued $408 million of general mortgage bonds as collateral for long-term debt of CenterPoint Energy. These bonds are not reflected in the consolidated financial statements because of the contingent nature of the obligations. CenterPoint Energy held $290 million of its collateralized debt for future remarketing.

(8) Commitments and Contingencies

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

8

subsidiaries, including CenterPoint Houston, for certain liabilities, including their indemnification obligations regarding the gas market manipulation litigation.

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 CenterPoint Energy Resources Corp., is a defendant in a case now pending in federal court in Nevada alleging a conspiracy to inflate Wisconsin natural gas prices in 2000–2002.  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 U.S. Court of Appeals for the Ninth Circuit, which reversed the trial court’s dismissal of the plaintiffs’ claims. The U.S. Supreme Court agreed to review the case, 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 Houston 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

Asbestos. Some facilities owned by CenterPoint Energy contain or have contained asbestos insulation and other asbestos-containing materials. CenterPoint Energy or its subsidiaries, including CenterPoint Houston, 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 CenterPoint Energy or CenterPoint Houston, but most existing claims relate to facilities previously owned by CenterPoint Energy’s other subsidiaries or CenterPoint Houston. 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 Houston or CenterPoint Energy, as appropriate, intends to continue vigorously contesting claims that it does not consider to have merit and, based on its experience to date, CenterPoint Houston does not expect these matters, either individually or in the aggregate, to have a material adverse effect on its financial condition, results of operations or cash flows.

Other Environmental. From time to time, CenterPoint Houston identifies the presence of environmental contaminants on property where it conducts or has conducted operations.  Other such sites involving contaminants may be identified in the future.  CenterPoint Houston has and expects to continue to remediate identified sites consistent with its legal obligations. From time to time CenterPoint Houston has received notices from regulatory authorities or others regarding its status as a potentially responsible party in connection with sites found to require remediation due to the presence of environmental contaminants. In addition, CenterPoint Houston 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 Houston does not expect, based on its experience to date, these matters, either individually or in the aggregate, to have a material adverse effect on its financial condition, results of operations or cash flows.

Other Proceedings

CenterPoint Houston 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 Houston 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 Houston regularly analyzes current information and, as necessary, provides accruals for probable liabilities on the eventual disposition of these matters. CenterPoint Houston does not expect the disposition of these matters to have a material adverse effect on its financial condition, results of operations or cash flows.

(9)  Income Taxes

The effective tax rate reported for the three months ended September 30, 2015 was 36% compared to 34% for the same period in 2014. For the three months ended September 30, 2014, CenterPoint Houston recognized a tax benefit of $5 million based on the reversal of previously accrued taxes as a result of CenterPoint Energy’s filing of its 2013 consolidated federal income tax return.

9

The effective tax rate reported for the nine months ended September 30, 2015 was 36% compared to 35% for the same period in 2014.

CenterPoint Houston reported no uncertain tax liability as of September 30, 2015 and expects no significant change to the uncertain tax liability over the twelve-month period ending September 30, 2016. Tax years through 2013 have been audited and settled with the Internal Revenue Service (IRS). For 2014 and 2015, CenterPoint Energy is a participant in the IRS’s Compliance Assurance Process.

10

ITEM 2.    MANAGEMENT’S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS

The following narrative 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).

We meet the conditions specified in General Instruction H(1)(a) and (b) to Form 10-Q and are therefore permitted to use the reduced disclosure format for wholly-owned subsidiaries of reporting companies. Accordingly, we have omitted from this report the information called for by Item 2 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) and Item 3 (Quantitative and Qualitative Disclosures About Market Risk) of Part I and the following Part II items of Form 10-Q: Item 2 (Unregistered Sales of Equity Securities and Use of Proceeds), Item 3 (Defaults Upon Senior Securities) and Item 4 (Submission of Matters to a Vote of Security Holders). The following discussion explains material changes in our results of operations between the three and nine months ended September 30, 2015 and the three and nine months ended September 30, 2014. Reference is made to “Management’s Narrative Analysis of Results of Operations” in Item 7 of our 2014 Form 10-K.

RECENT EVENTS

Brazos Valley Connection Project. In April 2015, we filed a Certificate of Convenience and Necessity application with the Public Utility Commission of Texas (Texas Utility Commission) seeking approval to construct the Brazos Valley Connection (our portion of the Houston region transmission project). We have proposed 32 alternative routes for the project in the application, and the routing hearing was held on August 17 and 18, 2015. The hearing on the need for the line was held on September 2 and 3, 2015. On October 28, 2015, the administrative law judges (ALJs) issued a proposal for decision recommending that the Electric Reliability Council of Texas (ERCOT) studies of the project, along with the independent study commissioned by us, established the need for the project.  In addition, the particular route selected by the ALJs results in a total cost of approximately $325 million.

Transmission Cost of Service (TCOS). On June 26, 2015, we filed an application with the Texas Utility Commission for an interim update of our TCOS seeking an increase in annual transmission revenues based on an incremental increase of $87.6 million in total rate base. The Texas Utility Commission approved our application in the third quarter of 2015, and rates became effective August 17, 2015, resulting in an increase of $13.7 million in annual transmission revenues.

On October 1, 2015, we filed an application with the Texas Utility Commission for an interim update of our TCOS seeking an increase in annual transmission revenues of $16.8 million based on an incremental increase of $107.6 million in total rate base. We expect to receive approval from the Texas Utility Commission in the fourth quarter of 2015.

Distribution Cost Recovery Factor (DCRF). On April 6, 2015, we filed an application with the Texas Utility Commission for a DCRF interim rate adjustment to account for changes in certain distribution-invested capital since our 2010 rate case. The application requested (i) an increase in annual distribution 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.

On June 19, 2015, an unopposed settlement agreement was filed providing for an increase in annual distribution revenue of $13.0 million, subject to final Texas Utility Commission approval. The Texas Utility Commission approved the settlement agreement on July 30, 2015.  Rates became effective September 1, 2015.

CONSOLIDATED RESULTS OF OPERATIONS

Our results of operations are affected by seasonal fluctuations in the demand for electricity. Our results of operations are also affected by, among other things, the actions of various governmental authorities having jurisdiction over rates we charge, debt service costs, income tax expense, our ability to collect receivables from retail electric providers (REPs) and our ability to recover our regulatory assets. For more information regarding factors that may affect the future results of operations of our business, please read “Risk Factors” in Item 1A of Part I of our 2014 Form 10-K.

11


The following table sets forth our consolidated results of operations for the three and nine months ended September 30, 2015 and 2014, followed by a discussion of our consolidated results of operations based on operating income.
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
 
(in millions, except throughput and customer data)
Revenues:
 
 
 
 
 
 
 
Electric transmission and distribution utility
$
683

 
$
660

 
$
1,787

 
$
1,717

Transition and system restoration bond companies
144

 
179

 
362

 
450

Total revenues
827

 
839

 
2,149

 
2,167

Expenses:
 

 
 

 
 
 
 

Operation and maintenance, excluding transition and system restoration bond companies
322

 
319

 
944

 
907

Depreciation and amortization, excluding transition and system restoration bond companies
86

 
83

 
253

 
247

Taxes other than income taxes
56

 
56

 
167

 
170

Transition and system restoration bond companies
119

 
149

 
282

 
360

Total expenses
583

 
607

 
1,646

 
1,684

Operating income
244

 
232

 
503

 
483

Interest and other finance charges
(30
)
 
(27
)
 
(88
)
 
(80
)
Interest on transition and system restoration bonds
(25
)
 
(30
)
 
(80
)
 
(90
)
Other income, net
6

 
4

 
16

 
11

Income before income taxes
195

 
179

 
351

 
324

Income tax expense
71

 
60

 
127

 
113

Net income
$
124

 
$
119

 
$
224

 
$
211

 
 
 
 
 
 
 
 
Operating Income:
 
 
 
 
 
 
 
Electric transmission and distribution operations
$
219

 
$
202

 
$
423

 
$
393

Transition and system restoration bond companies (1)
25

 
30

 
80

 
90

Total operating income
$
244

 
$
232

 
$
503

 
$
483

 
 
 
 
 
 
 
 
Throughput (in gigawatt-hours (GWh)):
 
 
 

 
 
 
 

Residential
10,388

 
9,737

 
23,284

 
22,000

Total
25,612

 
24,802

 
65,378

 
63,129

 
 
 
 
 
 
 
 
Number of metered customers at end of period:
 

 
 

 
 
 
 

Residential
2,069,213

 
2,018,858

 
2,069,213

 
2,018,858

Total
2,337,806

 
2,284,202

 
2,337,806

 
2,284,202


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

Three months ended September 30, 2015 compared to three months ended September 30, 2014

We reported operating income of $244 million for the three months ended September 30, 2015, consisting of $219 million from the regulated electric transmission and distribution utility (TDU) and $25 million related to transition and system restoration bond companies (Bond Companies). For the three months ended September 30, 2014, operating income totaled $232 million, consisting of $202 million from TDU and $30 million related to Bond Companies.

12


TDU operating income increased $17 million due to the following key factors:

•higher usage of $11 million, primarily due to favorable weather;

•
higher transmission-related revenues of $17 million, which were partially offset by increased transmission costs billed by transmission providers of $9 million;

•customer growth of $7 million; and

•
lower operation and maintenance expenses of $7 million.

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

•
one-time energy efficiency remand bonus in 2014 of $8 million; and

•
lower equity return of $7 million, primarily related to true-up proceeds.

Nine months ended September 30, 2015 compared to nine months ended September 30, 2014

We reported operating income of $503 million for the nine months ended September 30, 2015, consisting of $423 million from TDU and $80 million related to Bond Companies. For the nine months ended September 30, 2014, operating income totaled $483 million, consisting of $393 million from TDU and $90 million related to Bond Companies.

TDU operating income increased $30 million due to the following key factors:

•
higher transmission-related revenues of $61 million, which were partially offset by increased transmission costs billed by transmission providers of $38 million;

•
higher usage of $21 million, primarily due to favorable weather;

•customer growth of $18 million from the addition of over 53,000 new customers; and

•
lower operation and maintenance expenses of $4 million.

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

•
lower equity return of $18 million, primarily related to true-up proceeds;

•
one-time energy efficiency remand bonus in 2014 of $8 million;

•
lower right of way revenues of $7 million; and

•
higher depreciation of $6 million.

Income Tax Expense. Our effective tax rate reported for the three months ended September 30, 2015 was 36% compared to 34% for the same period in 2014. For the three months ended September 30, 2014, we recognized a tax benefit of $5 million based on the reversal of previously accrued taxes as a result of CenterPoint Energy’s filing of its 2013 consolidated federal income tax return. The effective tax rate reported for the nine months ended September 30, 2015 was 36% compared to 35% for the same period in 2014.

CERTAIN FACTORS AFFECTING FUTURE EARNINGS

For information on other developments, factors and trends that may have an impact on our future earnings, please read “Risk Factors” in Item 1A of Part I of our 2014 Form 10-K and “Management’s Narrative Analysis of Results of Operations — Certain Factors Affecting Future Earnings” in Item 7 of Part II of our 2014 Form 10-K, and “Cautionary Statement Regarding Forward-Looking Information” in this Form 10-Q.


13

LIQUIDITY AND CAPITAL RESOURCES

Our liquidity and capital requirements are affected primarily by our results of operations, capital expenditures, debt service requirements, tax payments, working capital needs and various regulatory actions. Our capital expenditures are expected to be used for investment in infrastructure to maintain reliability and safety as well as expand our system through value-added projects. Our principal anticipated cash requirements for the remaining three months of 2015 include approximately $248 million of capital expenditures and $62 million of scheduled principal payments on transition and system restoration bonds.
 
We expect that borrowings under our credit facility, anticipated cash flows from operations and intercompany borrowings will be sufficient to meet our anticipated cash needs for the remaining three months of 2015. Cash needs or discretionary financing or refinancing may result in the issuance of debt securities in the capital markets or the arrangement of additional credit facilities. Issuances of debt in the capital markets and additional credit facilities may not, however, be available to us on acceptable terms.

Off-Balance Sheet Arrangements

Other than general mortgage bonds issued as collateral for long-term debt of CenterPoint Energy as discussed below and operating leases, we have no off-balance sheet arrangements.

Regulatory Matters

Significant regulatory developments that have occurred since our 2014 Form 10-K was filed with the Securities and Exchange Commission (SEC) are discussed below.

Brazos Valley Connection Project. In July 2013, we and other transmission service providers submitted analyses and transmission proposals to ERCOT for an additional transmission path into the Houston region. In April 2014, ERCOT’s Board of Directors voted to endorse a Houston region transmission project and deemed its completion before June 2018 critical for reliability. The project will consist of (i) construction of a new double-circuit 345 kilovolt (kV) line spanning approximately 130 miles, (ii) upgrades to three substations to accommodate new connections and additional capacity, and (iii) improvements to approximately 11 miles of an existing 345 kV TH Wharton-Addicks transmission line to increase its rating. Also in April 2014, ERCOT staff determined that we would be the designated transmission service provider for the portion of the project between our Zenith substation and the Gibbons Creek substation owned by the Texas Municipal Power Agency, consisting of approximately 60–78 miles (depending on the route approved by the Texas Utility Commission) of 345 kV transmission line, upgrades to the Limestone and Zenith substations and upgrades to 11 miles of the 345 kV TH Wharton-Addicks transmission line (this portion of the Houston region transmission project is referred to by us as the Brazos Valley Connection). Other transmission service providers were designated by ERCOT for the portion of the project from the Gibbons Creek Substation to the Limestone Substation as well as the upgrades to the Gibbons Creek Substation. In April 2015, we filed a Certificate of Convenience and Necessity application with the Texas Utility Commission seeking approval to construct the Brazos Valley Connection. We have proposed 32 alternative routes for the project in the application, and the routing hearing was held on August 17 and 18, 2015. The hearing on the need for the line was held on September 2 and 3, 2015. On October 28, 2015, the administrative law judges (ALJs) issued a proposal for decision recommending that the Electric Reliability Council of Texas (ERCOT) studies of the project, along with the independent study commissioned by us, established the need for the project.  In addition, the particular route selected by the ALJs results in a total cost of approximately $325 million. We anticipate a final decision from the Texas Utility Commission on both the need for, and the route of, the Brazos Valley Connection in the fourth quarter of 2015. Depending on the route selected by the Texas Utility Commission, we estimate that the capital costs for the Brazos Valley Connection will be approximately $276–$383 million. After approval of the application, we expect to complete construction of the Brazos Valley Connection by mid-2018.

In May 2014, several electric generators appealed the ERCOT Board of Directors’ April 2014 approval of the Houston region transmission project and the determination that the project was critical for reliability in the Houston region to the Texas Utility Commission.  That appeal was denied by the Texas Utility Commission in December 2014.  In March 2015, the electric generators petitioned the Texas District Court of Travis County for judicial review of the Texas Utility Commission’s denial of their appeal.  That case is currently pending before that court.

Transmission Cost of Service (TCOS). On November 21, 2014, we filed an application, as amended, with the Texas Utility Commission seeking an increase in annual transmission revenues based on an incremental increase in total rate base of $113.2 million.  We received approval from the Texas Utility Commission during the first quarter of 2015, and rates became effective February 25, 2015, resulting in an increase of $23.5 million in annual transmission revenues.


14

On June 26, 2015, we filed an application with the Texas Utility Commission for an interim update of our TCOS seeking an increase in annual transmission revenues based on an incremental increase of $87.6 million in total rate base. The Texas Utility Commission approved our application in the third quarter of 2015, and rates became effective August 17, 2015, resulting in an increase of $13.7 million in annual transmission revenues.

On October 1, 2015, we filed an application with the Texas Utility Commission for an interim update of our TCOS seeking an increase in annual transmission revenues of $16.8 million based on an incremental increase of $107.6 million in total rate base. We expect to receive approval from the Texas Utility Commission in the fourth quarter of 2015.

Distribution Cost Recovery Factor (DCRF). On April 6, 2015, we filed an application with the Texas Utility Commission for a DCRF interim rate adjustment to account for changes in certain distribution-invested capital since our 2010 rate case. The application requested (i) an increase in annual distribution 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.

The DCRF application must be filed between April 1 and April 8 of any given year.  The application includes recovery of specific incremental distribution-related invested capital, including poles, transformers, conductors, meters and telecommunication equipment from the previous rate case to the end of the DCRF update period, less an adjustment for the related accumulated deferred income taxes.  The application includes recovery of return on investment, depreciation expense, federal income tax, and other associated taxes less an adjustment for changes in customer count and weather normalized usage during the update period. The allocation to customer classes is conducted in the same manner as current rates.  Any authorized rate change is applied to all retail customers on an energy or demand charge basis, effective September 1, 2015, through a separate DCRF charge.  Only four DCRF changes may be implemented between rate cases.  The utility must file an earnings monitoring report (EMR) annually with the DCRF application.  By law, a DCRF application will be denied if the EMR shows the utility is earning more than its authorized rate of return using 10-year weather normalized data.

On June 19, 2015, an unopposed settlement agreement was filed providing for an increase in annual distribution revenue of $13.0 million, subject to final Texas Utility Commission approval. The Texas Utility Commission approved the settlement agreement on July 30, 2015.  Rates became effective September 1, 2015.

Energy Efficiency Cost Recovery Factor (EECRF).  On June 1, 2015, we filed an application with the Texas Utility Commission for an adjustment to our EECRF to recover $37.7 million in 2016, including an incentive of $6.6 million based on 2014 program performance.  In October 2015, the Texas Utility Commission approved the application. The effective date of the rate adjustment will be March 1, 2016.

Other Matters

Credit Facility 

As of October 23, 2015, we had the following revolving credit facility and utilization of such facility:
Execution Date
 
Size of
Facility
 
Amount Utilized
at October 23, 2015
 
 
Termination Date
 
 
(in millions)
 
 
 
September 9, 2011
 
$
300

 
$
4

(1) 
 
September 9, 2019

(1)
Represents outstanding letters of credit.

Our $300 million revolving credit facility can be drawn at the London Interbank Offered Rate (LIBOR) plus 1.125% based on our current credit ratings. The revolving credit facility contains a financial covenant which limits our consolidated debt (excluding transition and system restoration bonds) to an amount not to exceed 65% of our consolidated capitalization.

Borrowings under our revolving credit facility are subject to customary terms and conditions. However, there is no requirement that we make representations prior to borrowings as to the absence of material adverse changes or litigation that could be expected to have a material adverse effect. Borrowings under our revolving credit facility are subject to acceleration upon the occurrence of events of default that we consider customary.  The revolving credit facility also provides for customary fees, including commitment fees, administrative agent fees, fees in respect of letters of credit and other fees. In our revolving credit facility, the borrowing spread

15

to LIBOR and the commitment fees fluctuate based on our credit rating. We are currently in compliance with the various business and financial covenants contained in our revolving credit facility.

Securities Registered with the SEC

We have filed a shelf registration statement with the SEC registering an indeterminate principal amount of our general mortgage bonds.

Temporary Investments
 
As of October 23, 2015, investments in money market funds by Bond Companies comprised substantially all of our temporary investments.

Money Pool  

We participate in a money pool through which we and certain of our affiliates can borrow or invest on a short-term basis. Funding needs are aggregated and external borrowing or investing is based on the net cash position. The net funding requirements of the money pool are expected to be met with borrowings under CenterPoint Energy’s revolving credit facility or the sale of CenterPoint Energy’s commercial paper. As of October 23, 2015, we had borrowings from the money pool of $152 million. The money pool may not provide sufficient funds to meet our cash needs.

Long-term Debt  

Our long-term debt consists of our obligations and the obligations of our subsidiaries, including transition and system restoration bonds issued by wholly-owned subsidiaries.  

As of September 30, 2015, our outstanding first mortgage bonds and general mortgage bonds aggregated approximately $2.5 billion, of which $464 million is not reflected in our consolidated financial statements. Of the $464 million, $408 million collateralized debt of CenterPoint Energy and is not reflected because of the contingent nature of the obligations and $56 million collateralized pollution control bonds that we hold for future remarketing. CenterPoint Energy held $290 million of its collateralized debt for future remarketing.

The lien of the general mortgage indenture is junior to that of the mortgage pursuant to which the first mortgage bonds are issued. We may issue additional general mortgage bonds on the basis of retired bonds, 70% of property additions or cash deposited with the trustee.  Approximately $4.2 billion of additional first mortgage bonds and general mortgage bonds could be issued on the basis of retired bonds and 70% of property additions as of September 30, 2015. However, we have contractually agreed that we will not issue additional first mortgage bonds, subject to certain exceptions.

At September 30, 2015, our subsidiaries had the following aggregate principal amount of transition and system restoration bonds outstanding.
Company
 
Aggregate Principal Amount Outstanding
 
 
(in millions)
Bond Company II
 
$
753

Bond Company III
 
234

Bond Company IV
 
1,334

Restoration Bond Company
 
415

Total
 
$
2,736


The transition bonds and system restoration bonds are paid through the imposition of “transition” or “system restoration” charges, as defined in the Texas Public Utility Regulatory Act, which are irrevocable, non-bypassable charges payable by most of our retail electric customers to the bond company subsidiaries in order to provide recovery of authorized qualified costs. The transition and system restoration bonds are reported as our long-term debt, although the holders of these bonds have no recourse to any of our assets or revenues, and our creditors have no recourse to any assets or revenues (including, without limitation, the transition or system restoration charges) of the Bond Companies. We have no payment obligations with respect to the transition and system restoration

16

bonds except to remit collections of transition and system restoration charges as set forth in servicing agreements between us and the Bond Companies and in an intercreditor agreement among us, the Bond Companies and other parties.

Impact on Liquidity of a Downgrade in Credit Ratings  

The interest on borrowings under our credit facility is based on our credit rating. As of October 23, 2015, Moody’s Investors Service, Inc. (Moody’s), Standard & Poor’s Ratings Services (S&P), a division of The McGraw-Hill Companies, and Fitch, Inc. (Fitch) had assigned the following credit ratings to our senior debt.
 
 
Moody’s
 
S&P
 
Fitch
Instrument
 
Rating
 
Outlook(1)
 
Rating
 
Outlook (2)
 
Rating
 
Outlook (3)
Senior Secured Debt
 
A1
 
Stable
 
A
 
Stable
 
A
 
Stable

(1)
A Moody’s rating outlook is an opinion regarding the likely direction of an issuer’s rating over the medium term.

(2)
An S&P rating outlook assesses the potential direction of a long-term credit rating over the intermediate to longer term.

(3)
A Fitch rating outlook indicates the direction a rating is likely to move over a one- to two-year period.

We cannot assure you that the ratings set forth above will remain in effect for any given period of time or that one or more of these ratings will not be lowered or withdrawn entirely by a rating agency. We note that these credit ratings are included for informational purposes and are not recommendations to buy, sell or hold our securities and may be revised or withdrawn at any time by the rating agency. Each rating should be evaluated independently of any other rating. Any future reduction or withdrawal of one or more of our credit ratings could have a material adverse impact on our ability to obtain short- and long-term financing, the cost of such financings and the execution of our commercial strategies.

A decline in credit ratings could increase borrowing costs under our $300 million credit facility.  If our credit ratings had been downgraded one notch by each of the three principal credit rating agencies from the ratings that existed at September 30, 2015, the impact on the borrowing costs under our credit facility would have been immaterial in the three months ended September 30, 2015.  A decline in credit ratings would also increase the interest rate on long-term debt to be issued in the capital markets and could negatively impact our ability to complete capital market transactions.

Cross Defaults

Under CenterPoint Energy’s $1.2 billion revolving credit facility, a payment default on, or a non-payment default that permits acceleration of, any indebtedness of borrowed money and certain other specified types of obligations (including guarantees) exceeding $75 million by us will cause a default. A default by CenterPoint Energy would not trigger a default under our debt instruments or revolving credit facility.

Other Factors that Could Affect Cash Requirements

In addition to the above factors, our liquidity and capital resources could be affected by:

•
increases in interest expense in connection with debt refinancings and borrowings under our credit facility;

•
various legislative or regulatory actions;

•
the ability of GenOn Energy, Inc. (GenOn) and its subsidiaries to satisfy their obligations in respect of GenOn’s indemnity obligations to us;

•
the ability of REPs, including REP affiliates of NRG Energy, Inc. and Energy Future Holdings Corp., to satisfy their obligations to us;

•
the outcome of litigation;

•
restoration costs and revenue losses resulting from future natural disasters such as hurricanes and the timing of recovery of such restoration costs; and

17


•
various other risks identified in “Risk Factors” in Item 1A of Part I of our 2014 Form 10-K.

Certain Contractual Limits on Our Ability to Issue Securities and Borrow Money

Our revolving credit facility contains a financial covenant which limits our consolidated debt (excluding transition and system restoration bonds) to an amount not to exceed 65% of our consolidated capitalization. Additionally, we have contractually agreed that we will not issue additional first mortgage bonds, subject to certain exceptions.

Relationship with CenterPoint Energy

We are an indirect, wholly-owned subsidiary of CenterPoint Energy. As a result of this relationship, the financial condition and liquidity of our parent company could affect our access to capital, our credit standing and our financial condition.

NEW ACCOUNTING PRONOUNCEMENTS
 
See Note 2 to our Interim Condensed Financial Statements, incorporated herein by reference, for a discussion of new accounting pronouncements that affect us.

Item 4.
CONTROLS AND PROCEDURES

In accordance with Exchange Act Rules 13a-15 and 15d-15, we carried out an evaluation, under the supervision and with the participation of management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of September 30, 2015 to provide assurance that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding disclosure.

There has been no change in our internal controls over financial reporting that occurred during the three months ended September 30, 2015 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II. OTHER INFORMATION

Item 1.    LEGAL PROCEEDINGS

For a discussion of certain legal and regulatory proceedings affecting us, please read Note 8 to our Interim Condensed Financial Statements and “Management’s Narrative Analysis of Results of Operations — Liquidity and Capital Resources — Regulatory Matters,” each of which is incorporated herein by reference. See also “Business — Regulation” and “— Environmental Matters” in Item 1 and “Legal Proceedings” in Item 3 of our 2014 Form 10-K.

Item 1A. RISK FACTORS

There have been no material changes from the risk factors disclosed in our 2014 Form 10-K.

Item 5.    OTHER INFORMATION

Ratio of Earnings to Fixed Charges. The ratio of earnings to fixed charges for the nine months ended September 30, 2015 and 2014 was 2.98 and 2.78, respectively. We do not believe that the ratios for these nine-month periods are necessarily indicative of the ratios for the twelve-month periods due to the seasonal nature of our business. The ratios were calculated pursuant to applicable rules of the Securities and Exchange Commission.


18

Item 6.    EXHIBITS

The following exhibits are filed herewith:

Exhibits not incorporated by reference to a prior filing are designated by a cross (+); all exhibits not so designated are incorporated by reference to a prior filing of CenterPoint Houston or CenterPoint Energy as indicated.

Agreements included as exhibits are included only to provide information to investors regarding their terms. Agreements listed below may contain representations, warranties and other provisions that were made, among other things, to provide the parties thereto with specified rights and obligations and to allocate risk among them, and no such agreement should be relied upon as constituting or providing any factual disclosures about CenterPoint Energy Houston Electric, LLC, any other persons, any state of affairs or other matters.

Exhibit
Number
 
Description
 
Report or Registration
Statement
 
SEC File or
Registration
Number
 
Exhibit
References
3.1
 
Restated Certificate of Formation of CenterPoint Houston
 
CenterPoint Houston’s Form 10-Q for the quarter ended June 30, 2011
 
1-3187
 
3.1
3.2
 
Amended and Restated Limited Liability Company Agreement of CenterPoint Houston
 
CenterPoint Houston’s Form 10-Q for the quarter ended June 30, 2011
 
1-3187
 
3.2
4.1
 
$300,000,000 Credit Agreement, dated as of September 9, 2011, among CenterPoint Houston, as Borrower, and the banks named therein
 
CenterPoint Houston’s Form 8-K dated September 9, 2011
 
1-3187
 
4.2
4.2
 
First Amendment to Credit Agreement, dated as of September 9, 2013, among CenterPoint Houston, as Borrower, and the banks named therein
 
CenterPoint Houston’s Form 8-K dated September 9, 2013
 
1-3187
 
4.2
4.3
 
Second Amendment to Credit Agreement, dated September 9, 2014, among CenterPoint Houston, as Borrower, and the banks named therein
 
CenterPoint Houston’s Form 8-K dated September 10, 2014
 
1-3187
 
4.2
+12
 
Computation of Ratios of Earnings to Fixed Charges
 
 
 
 
 
 
+31.1
 
Rule 13a-14(a)/15d-14(a) Certification of Scott M. Prochazka
 
 
 
 
 
 
+31.2
 
Rule 13a-14(a)/15d-14(a) Certification of William D. Rogers
 
 
 
 
 
 
+32.1
 
Section 1350 Certification of Scott M. Prochazka
 
 
 
 
 
 
+32.2
 
Section 1350 Certification of William D. Rogers
 
 
 
 
 
 
+101.INS
 
XBRL Instance Document
 
 
 
 
 
 
+101.SCH
 
XBRL Taxonomy Extension Schema Document
 
 
 
 
 
 
+101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
 
 
 
 
+101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
 
 
 
 
 
 
+101.LAB
 
XBRL Taxonomy Extension Labels Linkbase Document
 
 
 
 
 
 
+101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
 
 
 
 
    
        



19

SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC
 
 
 
 
By:
/s/ Kristie L. Colvin
 
Kristie L. Colvin
 
Senior Vice President and Chief Accounting Officer

Date: November 9, 2015





20

Index to Exhibits

The following exhibits are filed herewith:

Exhibits not incorporated by reference to a prior filing are designated by a cross (+); all exhibits not so designated are incorporated by reference to a prior filing of CenterPoint Houston or CenterPoint Energy as indicated.

Agreements included as exhibits are included only to provide information to investors regarding their terms. Agreements listed below may contain representations, warranties and other provisions that were made, among other things, to provide the parties thereto with specified rights and obligations and to allocate risk among them, and no such agreement should be relied upon as constituting or providing any factual disclosures about CenterPoint Energy Houston Electric, LLC, any other persons, any state of affairs or other matters.


Exhibit
Number
 
Description
 
Report or Registration
Statement
 
SEC File or
Registration
Number
 
Exhibit
References
3.1
 
Restated Certificate of Formation of CenterPoint Houston
 
CenterPoint Houston’s Form 10-Q for the quarter ended June 30, 2011
 
1-3187
 
3.1
3.2
 
Amended and Restated Limited Liability Company Agreement of CenterPoint Houston
 
CenterPoint Houston’s Form 10-Q for the quarter ended June 30, 2011
 
1-3187
 
3.2
4.1
 
$300,000,000 Credit Agreement, dated as of September 9, 2011, among CenterPoint Houston, as Borrower, and the banks named therein
 
CenterPoint Houston’s Form 8-K dated September 9, 2011
 
1-3187
 
4.2
4.2
 
First Amendment to Credit Agreement, dated as of September 9, 2013, among CenterPoint Houston, as Borrower, and the banks named therein
 
CenterPoint Houston’s Form 8-K dated September 9, 2013
 
1-3187
 
4.2
4.3
 
Second Amendment to Credit Agreement, dated September 9, 2014, among CenterPoint Houston, as Borrower, and the banks named therein
 
CenterPoint Houston’s Form 8-K dated September 10, 2014
 
1-3187
 
4.2
+12
 
Computation of Ratios of Earnings to Fixed Charges
 
 
 
 
 
 
+31.1
 
Rule 13a-14(a)/15d-14(a) Certification of Scott M. Prochazka
 
 
 
 
 
 
+31.2
 
Rule 13a-14(a)/15d-14(a) Certification of William D. Rogers
 
 
 
 
 
 
+32.1
 
Section 1350 Certification of Scott M. Prochazka
 
 
 
 
 
 
+32.2
 
Section 1350 Certification of William D. Rogers
 
 
 
 
 
 
+101.INS
 
XBRL Instance Document
 
 
 
 
 
 
+101.SCH
 
XBRL Taxonomy Extension Schema Document
 
 
 
 
 
 
+101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
 
 
 
 
+101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
 
 
 
 
 
 
+101.LAB
 
XBRL Taxonomy Extension Labels Linkbase Document
 
 
 
 
 
 
+101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
 
 
 
 

        

21
Exhibit


Exhibit 12

CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC AND SUBSIDIARIES
(AN INDIRECT WHOLLY OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)

COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
(Millions of Dollars)

 
Nine Months Ended
September 30,
 
2015 (1)
 
2014 (1)
Net income
$
224

 
$
211

Income taxes
127

 
113

Capitalized interest
(6
)
 
(8
)
 
345

 
316

Fixed charges, as defined:
 

 
 

 
 
 
 
Interest
168

 
170

Capitalized interest
6

 
8

Interest component of rentals charged to operating expense
—

 
—

Total fixed charges
174

 
178

 
 
 
 
Earnings, as defined
$
519

 
$
494

 
 
 
 
Ratio of earnings to fixed charges
2.98

 
2.78

  ____________
(1)
Excluded from the computation of fixed charges for the nine months ended September 30, 2015 and 2014 is interest expense of $-0- and $6 million, respectively, which is included in income tax expense.


Exhibit


Exhibit 31.1
 
CERTIFICATIONS
 
I, Scott M. Prochazka, certify that:
 
1.
I have reviewed this quarterly report on Form 10-Q of CenterPoint Energy Houston Electric, LLC;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(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

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
(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.

Date:  November 9, 2015
 
 
/s/ Scott M. Prochazka
 
Scott M. Prochazka
 
Chairman (Principal Executive Officer)


Exhibit


Exhibit 31.2
 
CERTIFICATIONS
 
I, William D. Rogers, certify that:
 
1.I have reviewed this quarterly report on Form 10-Q of CenterPoint Energy Houston Electric, LLC;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(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

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
(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.

Date:  November 9, 2015
 
 
/s/ William D. Rogers
 
William D. Rogers
 
Executive Vice President and Chief Financial Officer


Exhibit


Exhibit 32.1
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
 

In connection with the Quarterly Report of CenterPoint Energy Houston Electric, LLC (the “Company”) on Form 10-Q for the three months ended September 30, 2015 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, I, Scott M. Prochazka, Chairman (Principal Executive Officer), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Scott M. Prochazka
 
Scott M. Prochazka
 
Chairman (Principal Executive Officer)
 
November 9, 2015
 


Exhibit


Exhibit 32.2
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
 

In connection with the Quarterly Report of CenterPoint Energy Houston Electric, LLC (the “Company”) on Form 10-Q for the three months ended September 30, 2015 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, I, William D. Rogers, Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ William D. Rogers
 
William D. Rogers
 
Executive Vice President and Chief Financial Officer
 
November 9, 2015