0001130310cnp:DebtComponentOfZENSMember2017-12-31SecuritizationBondsMembersrt:MinimumMembercnp:SIGECOSecuritizationBondsMembercnp:SIGECOMember2023-12-31

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
Form 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE FISCAL YEAR ENDED DECEMBER 31, 20202023
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
FOR THE TRANSITION PERIOD FROM               TO              

Registrant, State or Other Jurisdiction
of Incorporation or Organization
Commission file numberAddress of Principal Executive Offices, Zip Code
and Telephone Number
I.R.S. Employer Identification No.
  
1-31447CenterPoint Energy, Inc.74-0694415
(a Texas corporation)
1111 Louisiana
Houston,Texas77002
(713)207-1111
1-3187CenterPoint Energy Houston Electric, LLC22-3865106
(a Texas limited liability company)
1111 Louisiana
Houston,Texas77002
(713)207-1111
1-13265CenterPoint Energy Resources Corp.76-0511406
(a Delaware corporation)
1111 Louisiana
Houston,Texas77002
(713)207-1111

Securities registered pursuant to Section 12(b) of the Act:
RegistrantTitle of each classTrading symbol(s)Name of each exchange on which registered
CenterPoint Energy, Inc.Common Stock, $0.01 par valueCNPNew York Stock Exchange
NYSE Chicago Stock Exchange
CenterPoint Energy, Inc.Depositary shares, each representing a 1/20th interest in a share of 7.00% Series B Mandatory Convertible Preferred Stock,
$0.01 par value
CNP/PBNew York Stock Exchange
CenterPoint Energy Houston Electric, LLC9.15% First Mortgage Bonds due 2021n/aNew York Stock Exchange
CenterPoint Energy Houston Electric, LLC6.95% General Mortgage Bonds due 2033n/aNew York Stock Exchange
CenterPoint Energy Resources Corp.6.625% Senior Notes due 2037n/aNew York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None









Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
CenterPoint Energy, Inc.Yesþ
No o
CenterPoint Energy Houston Electric, LLCYesþ
No o
CenterPoint Energy Resources Corp.Yesþ
No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  
CenterPoint Energy, Inc.
Yes o
Noþ
CenterPoint Energy Houston Electric, LLC
Yes o
Noþ
CenterPoint Energy Resources Corp.
Yes o
Noþ




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.  
CenterPoint Energy, Inc.Yesþ
No o
CenterPoint Energy Houston Electric, LLCYesþ
No o
CenterPoint Energy Resources Corp.Yesþ
No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). 
CenterPoint Energy, Inc.Yesþ
No o
CenterPoint Energy Houston Electric, LLCYesþ
No o
CenterPoint Energy Resources Corp.Yesþ
No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth company
CenterPoint Energy, Inc.
þ

oo
CenterPoint Energy Houston Electric, LLCooþ
CenterPoint Energy Resources Corp.ooþ

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Act. o  

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

CenterPoint Energy, Inc.o
CenterPoint Energy Houston Electric, LLCo
CenterPoint Energy Resources Corp.o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

CenterPoint Energy, Inc.o
CenterPoint Energy Houston Electric, LLCo
CenterPoint Energy Resources Corp.o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
CenterPoint Energy, Inc.Yes
No þ
CenterPoint Energy Houston Electric, LLCYes
No þ
CenterPoint Energy Resources Corp.Yes
No þ

The aggregate market values of the voting stock held by non-affiliates of the Registrants as of June 30, 20202023 are as follows:
CenterPoint Energy, Inc. (using the definition of beneficial ownership contained in Rule 13d-3 promulgated pursuant to Securities Exchange Act of 1934 and excluding shares held by directors and executive officers)$10,142,624,69418,251,183,835
CenterPoint Energy Houston Electric, LLCNaNNone
CenterPoint Energy Resources Corp.NaNNone

Indicate the number of shares outstanding of each of the issuers’ classes of common stock as of  February 22, 2021:12, 2024:
CenterPoint Energy, Inc.551,579,922631,594,706 shares of common stock outstanding, excluding 166 shares held as treasury stock
CenterPoint Energy Houston Electric, LLC1,000 common shares outstanding, all held by Utility Holding, LLC, a wholly-owned subsidiary of CenterPoint Energy, Inc.
CenterPoint Energy Resources Corp.1,000 shares of common stock outstanding, all held by Utility Holding, LLC, a wholly-owned subsidiary of CenterPoint Energy, Inc.

CenterPoint Energy Houston Electric, LLC and CenterPoint Energy Resources Corp. meet the conditions set forth in general instruction I(1)(a) and (b) of Form 10-K and are therefore filing this Form 10-K with the reduced disclosure format specified in General Instruction I(2) of Form 10-K.


DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive proxy statement relating to the 20202024 Annual Meeting of Shareholders of CenterPoint Energy, which will be filed with the Securities and Exchange Commission within 120 days of December 31, 2020,2023, are incorporated by reference in Item 10, Item 11, Item 12, Item 13 and Item 14 of Part III of this Form 10-K.





TABLE OF CONTENTS
PART I
Page
Item 1.Business
Item 1A.Risk Factors
Item 1B.Unresolved Staff Comments
Item 1C.Cybersecurity
Item 2.Properties
Item 2.Properties
Item 3.Legal Proceedings
Item 4.Mine Safety Disclosures
PART II
Item 5.Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6.[Reserved]Selected Financial Data
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.Quantitative and Qualitative Disclosures About Market Risk
Item 8.Financial Statements and Supplementary Data
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A.Controls and Procedures
Item 9B.Other Information
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
PART III
Item 10.Directors, Executive Officers and Corporate Governance
Item 11.Executive Compensation
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13.Certain Relationships and Related Transactions, and Director Independence
Item 14.Principal Accounting Fees and Services
PART IV
Item 15.Exhibits and Financial Statement Schedules
Item 16.Form 10-K Summary
 
i


GLOSSARY
ACEAffordable Clean Energy
ADFITAccumulated deferred federal income taxes
AFUDCAllowance for funds used during construction
AGCAlcoa Generating Corporation, a subsidiary of Alcoa, Inc.
AIArtificial intelligence
AMAsAsset Management Agreements
AMIAdvanced Metering Infrastructure
AMSAdvanced Metering System
APSCArkansas Public Service Commission
ARAMArevonAverage rate assumption methodArevon Energy, Inc., which was formed through the combination of Capital Dynamics, Inc.’s U.S. Clean Energy Infrastructure business unit and Arevon Asset Management
AROAsset retirement obligation
AROK Asset Purchase AgreementAsset Purchase Agreement, dated as of April 29, 2021, by and between CERC Corp. and Southern Col Midco, LLC, a Delaware limited liability company and an affiliate of Summit Utilities, Inc.
ARPAlternative revenue program
ASCAccounting Standards Codification
ASUAccounting Standards Update
AT&TAT&T Inc.
AT&T CommonAT&T common stock
Bailey to Jones Creek Project
ATM Forward PurchasersA transmission project in the greater Freeport, Texas area, which includes enhancements to two existing substationsBank of America, N.A., Barclays Bank PLC, Citibank, N.A., Goldman Sachs & Co. LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, MUFG Securities EMEA plc and the constructionRoyal Bank of a new 345 kV double-circuit line to be located in the counties of Brazoria, Matagorda and WhartonCanada
ATM Forward SellersBofA Securities, Inc. Barclays Capital Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc. and RBC Capital Markets, LLC
ATM ManagersBofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc. and RBC Capital Markets, LLC
BcfBillion cubic feet
BoardCenterPoint Energy’s Board of Directors
Bond CompaniesBond Company III, Bond Company IV and Restoration Bond Company, each a wholly-owned, bankruptcy remote entity formed solely for the purpose of purchasing and owning transition or system restoration property through the issuance of Securitization Bonds
Bond Company IIICenterPoint Energy Transition Bond Company III, LLC, a wholly-owned subsidiary of Houston Electric
Bond Company IVCenterPoint Energy Transition Bond Company IV, LLC, a wholly-owned subsidiary of Houston Electric
BTABuild Transfer Agreement
CAMTCorporate Alternative Minimum Tax
CARES ActCoronavirus Aid, Relief, and Economic Security Act
CCNCertificate of Convenience and Necessity
CCRCoal Combustion Residuals
CECAClean Energy Cost Adjustment
CECLCurrent expected credit losses
CEIPCenterPoint Energy Intrastate Pipelines, LLC, a wholly-owned subsidiary of CERC Corp.
CenterPoint EnergyCenterPoint Energy, Inc., and its subsidiaries
CERC Corp.CenterPoint Energy Resources Corp.
CERCCERC Corp., together with its subsidiaries
CERCLAComprehensive Environmental Response, Compensation and Liability Act of 1980, as amended
CESCenterPoint Energy Services, Inc. (now known as Symmetry Energy Solutions, LLC), previously a wholly-owned subsidiary of CERC Corp. until its divestiture on June 1, 2020
Change in Control PlanCenterPoint Energy Change in Control Plan (As Amended and Restated Effective May 1, 2017)
Charter CommonCharter Communications, Inc. common stock
CIPConservation Improvement Program
CNGCompressed natural gas
CNP MidstreamCenterPoint Energy Midstream, Inc., a wholly-owned subsidiary of CenterPoint Energy
CodeThe Internal Revenue Code of 1986, as amended
CODMChief Operating Decision Maker who is each Registrant’s Chief Operating Executive
Common StockCenterPoint Energy, Inc. common stock, par value $0.01 per share
Compensation CommitteeCompensation Committee of the Board of Directors of
ii


GLOSSARY
Convertible NotesCenterPoint EnergyEnergy’s 4.25% Convertible Senior Notes due 2026
COVID-19Novel coronavirus disease 2019, and any mutations or variants thereof, and related global outbreak that was subsequently declared a pandemic by the World Health Organization
COVID-19 ERPCPCNCOVID-19 Electricity Relief ProgramCertificate of public convenience and necessity
CPPClean Power Plan
ii


GLOSSARY
CSIACompliance and System Improvement Adjustment
CVRConservation Voltage Reduction
DADistribution Automation
DCRFDistribution Cost Recovery Factor
Dodd-Frank ActDE&I CouncilDiversity, Equity and Inclusion Council
DOCDodd-Frank Wall Street Reform and Consumer Protection ActU.S. Department of 2010Commerce
DOTU.S. Department of Transportation
DRRDistribution Replacement Rider
DSMADemand Side Management Adjustment
DthDekatherms
EBITDAEarnings before income taxes, depreciation and amortization
ECAEnvironmental Cost Adjustment
EDF RenewablesEDF Renewables Development, Inc.
EDITExcess deferred income taxes
EECREnergy Efficiency Cost Recovery
EECRFEnergy Efficiency Cost Recovery Factor
EEFCEnergy Efficiency Funding Component
EEFREnergy Efficiency Funding Rider
EGTEnable Gas Transmission, LLC
EINEmployer Identification Number
ELGEffluent Limitation Guidelines
EIAU.S. Energy Information Administration
Elk GP Merger SubElk GP Merger Sub LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Energy Transfer
Elk Merger SubElk Merger Sub LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Energy Transfer
EnableEnable Midstream Partners, LP
Enable Common UnitsEnable common units, representing limited partnership interests in Enable
Enable GPEnable GP, LLC, a Delaware limited liability company and the general partner of Enable
Enable MergerThe proposed merger of Elk Merger Sub with and into Enable and the merger of Elk GP Merger Sub with and into Enable GP, in each case on the terms and subject to the conditions set forth in the Enable Merger Agreement, with Enable and Enable GP surviving as wholly-owned subsidiaries of Energy Transfer, which closed on December 2, 2021
Enable Merger AgreementAgreement and Plan of Merger by and among Energy Transfer, Elk Merger Sub, LL, Elk GP Merger Sub, Enable, Enable GP and, solely for the purposes of Section 2.1(a)(i) therein, Energy Transfer GP, and solely for the purposes of Section 1.1(b)(i) therein, CenterPoint Energy
Enable Series A Preferred UnitsEnable’s 10% Series A Fixed-to-Floating Non-Cumulative Redeemable Perpetual Preferred Units, representing limited partner interests in Enable
Energy ServicesOffered competitive variable and fixed-priced physical natural gas supplies primarily to commercial and industrial customers and electric and natural gas utilities through CES and CEIP
Energy Services Disposal GroupSubstantially all of the businesses within CenterPoint Energy’s and CERC’s Energy Services reporting unit that were sold under the Equity Purchase Agreement
Energy Systems GroupEnergy Systems Group, LLC, a wholly-owned subsidiary of Vectren
Energy TransferEnergy Transfer LP, a Delaware limited partnership
Energy Transfer Common UnitsEnergy Transfer common units, representing limited partner interests in Energy Transfer
Energy Transfer GPLE GP, LLC, a Delaware limited liability company and sole general partner of Energy Transfer
Energy Transfer Series G Preferred UnitsEnergy Transfer Series G Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units, representing limited partner interests in Energy Transfer
EPAEnvironmental Protection Agency
EPAct
Equity Distribution AgreementEquity Distribution Agreement, dated as of 2005January 10, 2024, by and between CenterPoint Energy, Policy Act of 2005the ATM Managers, the ATM Forward Purchasers and the ATM Forward Sellers
Equity Purchase AgreementEquity Purchase Agreement, dated as of February 24, 2020,May 21, 2023, by and between CERC Corp. and Symmetry Energy Solutions Acquisition (f/k/a AthenaVectren Energy Services Buyer, LLC)and ESG Holdings Group
iii


GLOSSARY
ERCOTElectric Reliability Council of Texas
ERCOT ISOERCOT Independent System Operator
ERISAEmployee Retirement Income Security Act of 1974
ERGEmployee Resource Group
EROElectric Reliability Organization
iii


ESG Holdings Group
GLOSSARY
ESGEnergy Systems Holdings Group, LLC a wholly-owned subsidiaryDelaware limited liability company, and an affiliate of VectrenOaktree Capital Management
ESPCEnergy Savings Performance Contracting
FACFuel Adjustment Clause
FASBFinancial Accounting Standards Board
February 2021 Winter Storm EventThe extreme and unprecedented winter weather event in February 2021 (also known as Winter Storm Uri) resulting in electricity generation supply shortages, including in Texas, and natural gas supply shortages and increased wholesale prices of natural gas in the United States, primarily due to prolonged freezing temperatures.
FERCFederal Energy Regulatory Commission
FIPFunding Improvement Plan
First AmendmentFirst Amendment to the Change in Control Plan, effective March 1, 2021
FitchFitch Ratings, Inc.
Form 10-Q10-KQuarterlyAnnual Report on Form 10-Q10-K
FPAFederal Power Act
FRPGeneral MortgageFormula Rate PlanGeneral Mortgage Indenture, dated as of October 10, 2002, between CenterPoint Energy Houston Electric, LLC and JPMorgan Chase Bank, as Trustee, as supplemented
GHGGreenhouse gases
GRIPGas Reliability Infrastructure Program
GWhGigawatt-hours
HLPSAHazardous Liquid Pipeline Safety Act of 1979
Houston ElectricCenterPoint Energy Houston Electric, LLC and its subsidiaries
HVACHeating, ventilation and air conditioning
IBEWInternational Brotherhood of Electrical Workers
ICAInterstate Commerce Act of 1887
ICPAInter-Company Power Agreement
IDEMIndiana Department of Environmental Management
Indiana ElectricOperations of SIGECO’s electric transmission and distribution services, and includes its power generating and wholesale power operations
Indiana GasIndiana Gas Company, Inc., a wholly-owned subsidiary of VectrenCERC Corp.
Indiana NorthGas operations of Indiana Gas
Indiana SouthGas operations of SIGECO
Indiana UtilitiesIndiana Electric, Indiana North and Indiana South, collectively
Infrastructure ServicesProvided underground pipeline construction and repair services through VISCO and its wholly-owned subsidiaries, Miller Pipeline, LLC and Minnesota Limited, LLC
Infrastructure Services Disposal GroupIRABusinesses within the Infrastructure Services reporting unit that were sold under the Securities Purchase Agreement
Internal SpinCERC’s contributionInflation Reduction Act of its equity investment in Enable to CNP Midstream (detailed in Note 11 to the consolidated financial statements)2022
IRPIntegrated Resource Plan
IRSInternal Revenue Service
IURCIndiana Utility Regulatory Commission
kVKilovolt
KW
LAMS Asset Purchase AgreementAsset Purchase Agreement, dated as of February 19, 2024, by and among CERC Corp. and the LAMS Buyers
LAMS BuyersKilowattDelta Utilities No. LA, LLC, a Delaware limited liability company, Delta Utilities S. LA, LLC, a Delaware limited liability company, Delta Utilities MS, LLC, a Delaware limited liability company, and Delta Shared Services Co., LLC, a Delaware limited liability company
LDCLocal Distribution Company
LIBORLondon Interbank Offered Rate
LNGLiquefied natural gas
Load ShedCurtailing the amount of electricity a TDU can transmit and distribute to its customers
LPSCLouisiana Public Service Commission
LTIPsLong-term incentive plans
MCRAMISO Cost and Revenue Adjustment
iv


GLOSSARY
M&DOTMortgage and Deed of Trust, dated November 1, 1944, between Houston Lighting and Power Company and Chase Bank of Texas, National Association (formerly, South Texas Commercial National Bank of Houston), as Trustee, as amended and supplemented
MergerThe merger of Merger Sub with and into Vectren on the terms and subject to the conditions set forth in the Merger Agreement, with Vectren continuing as the surviving corporation and as a wholly-owned subsidiary of CenterPoint Energy, Inc., which closed on the Merger Date
Merger AgreementAgreement and Plan of Merger, dated as of April 21, 2018, among CenterPoint Energy, Vectren and Merger Sub
iv


GLOSSARY
Merger DateFebruary 1, 2019
Merger SubPacer Merger Sub, Inc., an Indiana corporation and wholly-owned subsidiary of CenterPoint Energy
MESCenterPoint Energy Mobile Energy Solutions, Inc. (now known as Mobile Energy Solutions, Inc.), previously a wholly-owned subsidiary of CERC Corp.
MGPManufactured gas plant
MISOMidcontinent Independent System Operator
MLPMMBtuMaster Limited PartnershipOne million British thermal units
MMcfMillion cubic feet
Moody’sMoody’s Investors Service, Inc.
MP20182018 pension mortality improvement scale developed annually by the Society of Actuaries
MP20192019 pension mortality improvement scale developed annually by the Society of Actuaries
MPSCMississippi Public Service Commission
MPUCMinnesota Public Utilities Commission
MRT
MPSCEnable Mississippi River Transmission, LLCPublic Service Corporation
MvaMegavolt amperes
MWMegawattMegawatts
Natural GasNatural gas distribution businesses
NECANational Electrical Contractors Association
NERCNorth American Electric Reliability Corporation
NGANatural Gas Act of 1938
NGLsNatural gas liquids
NGPANatural Gas Policy Act of 1978
NGPSANatural Gas Pipeline Safety Act of 1968
NOLsNet operating losses
NRGNRG Energy, Inc.
NYSENew York Stock Exchange
OCCOklahoma Corporation Commission
OGEOGE Energy Corp.
OPGWOptical Ground Wire
OPEIUOffice & Professional Employees International Union
OridenOriden LLC
OrigisOrigis Energy USA Inc.
OUCCIndiana Office of Utility Consumer Counselor
OVECOhio Valley Electric Corporation
PBRCPerformance Based Rate Change
PHMSAPipeline and Hazardous Materials Safety Administration
PipesPIPES ActProtecting Our Infrastructure of Pipelines and Enhancing Safety Act of 2020
PowerTeam ServicesPPAPowerTeam Services, LLC, a Delaware limited liability company, now known as Artera Services, LLCPower purchase agreement
PRPsPotentially responsible parties
PSR AmendmentsPTCsFederal Pipeline Safety Regulations AmendmentsProduction Tax Credits
PUCOPublic Utilities Commission of Ohio
PUCTPublic Utility Commission of Texas
Railroad CommissionRailroad Commission of Texas
RCRAResource Conservation and Recovery Act of 1976
RCRA MechanismReliability Cost and Revenue Adjustment mechanism
RegistrantsCenterPoint Energy, Houston Electric and CERC, collectively
Reliant EnergyReliant Energy, Incorporated
REPRetail electric provider
Restoration Bond CompanyCenterPoint Energy Restoration Bond Company, LLC, a wholly-owned subsidiary of Houston Electric
ROEReturn on equity
ROURight of use
v


GLOSSARY
RestructuringCERC Corp.’s common control acquisition of Indiana Gas and VEDO from VUH on June 30, 2022
ROEReturn on equity
ROURight of use
RRARate Regulation Adjustment
RSPRate Stabilization Plan
Scope 1 emissionsDirect source of emissions from a company’s operations
Scope 2 emissionsIndirect source of emissions from a company’s energy usage
Scope 3 emissionsIndirect source of emissions from a company’s end-users
SECSecurities and Exchange Commission
SESHSoutheast Supply Header, LLC
Securities Purchase AgreementSecurities Purchase Agreement, dated as of February 3, 2020, by and among VUSI, PowerTeam Services and, solely for purposes of Section 10.17 of the Securities Purchase Agreement, Vectren
Securitization BondsTransition and system restoration bonds issued by the Bond Companies and SIGECO Securitization Bonds issued by the SIGECO Securitization Subsidiary
Series A Preferred StockCenterPoint Energy’s previously outstanding Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share, with a liquidation preference of $1,000 per share
Series B Preferred StockCenterPoint Energy’s previously outstanding 7.00% Series B Mandatory Convertible Preferred Stock, par value $0.01 per share, with a liquidation preference of $1,000 per share
Series C Preferred StockCenterPoint Energy’s previously outstanding Series C Mandatory Convertible Preferred Stock, par value $0.01 per share, with a liquidation preference of $1,000 per share
STIPShort-term Incentive Plan
SIGECOSouthern Indiana Gas and Electric Company, a wholly-owned subsidiary of Vectren
SIGECO Securitization BondsSIGECO Securitization Subsidiary’s Series 2023-A Senior Secured Securitization Bonds
SIGECO Securitization SubsidiarySIGECO Securitization I, LLC, a direct, wholly-owned subsidiary of SIGECO
SOFRSecured Overnight Financing Rate
S&PS&P Global Ratings, a division of S&P Global Inc.
SRCSales Reconciliation Component
Symmetry Energy Solutions AcquisitionSymmetry Energy Solutions Acquisition, LLC, a Delaware limited liability company (f/k/a Athena Energy Services Buyer, LLC) and subsidiary of Energy Capital Partners, LLC
TBDTo be determined
TCJATax reform legislation informally called the Tax Cuts and Jobs Act of 2017
TCOSTransmission Cost of Service
TCRFTransmission Cost Recovery Factor
TDSICTransmission, Distribution and Storage System Improvement Charge
TDUTransmission and distribution utility
TEEEFAssets leased or costs incurred as “temporary emergency electric energy facilities” under Section 39.918 of the Public Utility Regulatory Act, also referred to as mobile generation
Texas RETexas Reliability Entity
Topic 326Accounting Standards Update 2016-13 - Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
TSATransportation Security Administration
TSCRTax Savings Credit Rider
UESCUtility Energy Services Contract
USWUnited Steelworkers Union
UWUAUtility Workers Union of America
Utility HoldingUtility Holding, LLC, a wholly-owned subsidiary of CenterPoint Energy
VCCVectren Capital Corp., a wholly-owned subsidiary of Vectren
VectrenVectren, LLC, which converted its corporate structure from Vectren Corporation to a limited liability company on June 30, 2022, a wholly-owned subsidiary of CenterPoint Energy as of the Merger Date, and, after the Restructuring, is held indirectly by CenterPoint Energy through Vectren Affiliated Utilities, Inc.
Vectren Energy ServicesVectren Energy Services Corporation, an Indiana corporation and a wholly-owned subsidiary of CenterPoint Energy
VEDOVectren Energy Delivery of Ohio, LLC, which converted its corporate structure from Vectren Energy Delivery of Ohio, Inc., to a limited liability company on June 13, 2022, formerly a wholly-owned subsidiary of Vectren, acquired by CERC on June 30, 2022
VIEVariable interest entity
VISCOVectren Infrastructure Services Corporation, formerly a wholly-owned subsidiary of Vectren
Vistra Energy Corp.Texas-based energy company focused on the competitive energy and power generation markets, whose major subsidiaries include Luminant and TXU Energymarkets.
VRPVoluntary Remediation Program
vi


VUHIGLOSSARY
VUHVectren Utility Holdings, LLC, which converted its corporate structure from Vectren Utility Holdings, Inc., to a limited liability company on June 30, 2022, a wholly-owned subsidiary of Vectren
VUSIWBD CommonVectren Utility Services,Warner Bros. Discovery, Inc., a wholly-owned subsidiary of Vectren Series A common stock
Winter Storm ElliottFrom December 21 to 26, 2022, a historic extratropical cyclone created winter storm conditions, including blizzards, high winds, snowfall and record cold temperatures across the majority of the United States and parts of Canada.
ZENS2.0% Zero-Premium Exchangeable Subordinated Notes due 2029
ZENS-Related SecuritiesAs of both December 31, 20202023 and 2019,December 31, 2022, consisted of AT&T Common, and Charter Common and WBD Common
20192022 Form 10-KAnnual Report on Form 10-K for the fiscal year ended December 31, 2019 as filed with the SEC on February 27, 2020, as recast in the Registrants’ Current Report on Form 8-K dated May 18, 2020, and filed with the SEC on May 19, 20202022
2022 Annuity Lift-OutThe irrevocable group annuity contract purchased in December 2022 from an insurance company to transfer $138 million of CenterPoint Energy’s pension plan’s outstanding benefit obligation


vivii


 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

From time to time the Registrants make statements concerning their 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 forward-looking statements by the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “objective,” “plan,” “potential,” “predict,” “projection,” “should,” “target,” “will” or other similar words.

The Registrants have based their forward-looking statements on management’s beliefs and assumptions based on information reasonably available to management at the time the statements are made. The Registrants caution you that assumptions, beliefs, expectations, intentions and projections about future events may and often do vary materially from actual results. Therefore, the Registrants cannot assure you that actual results will not differ materially from those expressed or implied by the Registrants’ forward-looking statements. In this Form 10-K, unless context requires otherwise, the terms “our,” “we” and “us” are used as abbreviated references to CenterPoint Energy, Inc. together with its consolidated subsidiaries, including Houston Electric, CERC and Vectren.SIGECO.

Some of the factors that could cause actual results to differ from those expressed or implied by the Registrants’ forward-looking statements are described under “Risk Factors” in Item 1A and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Certain Factors Affecting Future Earnings” and “ — Liquidity and Capital Resources — Other Matters — Other Factors That Could Affect Cash Requirements” in Item 7 of Part II of this report, which discussions are incorporated herein by reference.

You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement, and the Registrants undertake no obligation to update or revise any forward-looking statements.
 
SUMMARY OF RISK FACTORS

An investment in CenterPoint Energy’s securities involves a significant degree of risk. Below is a summary of certain risk factors to consider in evaluating CenterPoint Energy as well as its Common Stock and preferred stock.Stock. However, this list is not exhaustive. Before investing in CenterPoint Energy, carefully consider the risk factors discussed or referenced below and in Item 1A. “Risk Factors” of this combined report on Form 10-K. If any of the risks discussed below and in Item 1A. “Risk Factors” were actually to occur, CenterPoint Energy’s, Houston Electric’s and CERC’s business, financial condition, results of operations or cash flows could be materially adversely affected. In that case, CenterPoint Energy might not be able to pay dividends on its Common Stock, or preferred stock, or the trading price of its Common Stock or preferred stock could decline.

Risk Factors Associated with Our Consolidated Financial ConditionAffecting Operations

Electric Generation, Transmission and Distribution (CenterPoint Energy and Houston Electric)

Disruptions at power generation facilities, generation inadequacy or directives issued by regulatory authorities could cause interruptions in Houston Electric’s and Indiana Electric’s ability to provide transmission and distribution services and adversely affect their reputation, financial condition, results of operations and cash flows.
Houston Electric’s receivables are primarily concentrated in a small number of REPs, and any delay or default in payments of these receivables could adversely affect Houston Electric’s financial condition, results of operations and cash flows.
Indiana Electric’s execution of its generation transition plan, including its IRP, is subject to various risks, including timely recovery of capital investments and increased costs and risks related to the timing and cost of development and/or construction of new generation facilities.
The occurrence of extreme weather events, including winter storms and record hot temperatures, or other causes could lead to additional reforms to the Texas electric market, some measure of which, if implemented, could have an adverse impact on Houston Electric.
Houston Electric’s use of TEEEF is subject to various risks, including failure to obtain and deploy sufficient TEEEF resources, potential performance issues and allegations about Houston Electric’s deployment of the resources (including the planning, execution and effectiveness of the same), regulatory and environmental requirements, and timely recovery of capital.

viii


Natural Gas (CenterPoint Energy and CERC)

Access to natural gas supplies and pipeline transmission and storage capacity are essential components of reliable service for Natural Gas’ customers.
Natural Gas is subject to fluctuations in natural gas prices, which could affect the ability of its suppliers and customers to meet their obligations or may impact its operations, which could adversely affect CERC’s financial condition, results of operations and cash flows.
Natural Gas must compete with alternate energy sources, which could result in less natural gas delivered and have an adverse impact on CenterPoint Energy’s and CERC’s financial condition, results of operations and cash flows.

Risk Factors Affecting Regulatory, Environmental and Legal Risks

Rate regulation of Registrants’ Electric and Natural Gas businesses may delay or deny their ability to earn an expected return and fully and timely recover their costs.
We are subject to operational and financial risks and liabilities arising from environmental laws and regulations, including regulation of CCR, climate change legislation and certain local initiatives that seek to limit fossil fuel usage.
CenterPoint Energy is subject to operational and financial risks and liabilities associated with the implementation of and efforts to achieve its carbon emissions reduction goals.
We are involved in numerous legal proceedings, the outcomes of which are uncertain, and resolution adverse to us could negatively affect our financial results.

Risk Factors Affecting Financial, Economic and Market Risks

Disruptions to the global supply chain may lead to higher prices for goods and services and impact our operations, which could have an adverse impact on our ability to execute our capital plan and on our financial condition, results of operations and cash flows.
CenterPoint Energy is a holding company that derives all of its operating income from, and holds substantially all of its assets through, its subsidiaries. As a result, CenterPoint Energy depends on the performance of and distributions from its subsidiaries to meet its payment obligations and to pay dividends on its common stock, and provisions of applicable law or contractual restrictions could limit the amount of those distributions.
If we are unable to arrange future financings on acceptable terms, our ability to finance our capital expenditures or refinance outstanding indebtedness could be limited.
If CenterPoint Energy redeems the ZENS prior to their maturity in 2029, its ultimate tax liability and redemption payments would result in significant cash payments, which would adversely impact its cash flows. Similarly, a significant amount of exchanges of ZENS by ZENS holders could adversely impact CenterPoint Energy’s cash flows.
Dividend requirements associated with CenterPoint Energy’s Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock subject it to certain risks.

Risk Factors Affecting Electric Generation, TransmissionSafety and Distribution Businesses (CenterPoint Energy and Houston Electric)Security Risks

Rate regulation of Houston Electric’s and Indiana Electric’sThe Registrants’ businesses may delay or deny their ability to earn an expected return and fully recover their costs.have safety risks.
Disruptions at power generation facilities owned by third parties or directives issued by regulatory authorities could interrupt Houston Electric’s salesCyberattacks, physical security breaches, acts of transmission and distribution services.
Indiana Electric’s execution of its generation transition plan, including its IRP, and its regulated power supply operations are subject to various risks, including timely recovery of capital investments, increased costs and facility outages or shutdowns.
Houston Electric and Indiana Electric, as a member of ERCOT and MISO, respectively, could be subject to higher costs for system improvements, as well as finesterrorism or other sanctions as a result of FERC mandatory reliability standards.
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Houston Electric’s receivables are primarily concentrated in a small number of REPs, and any delay or default in such paymentsdisruptions could adversely affect Houston Electric’s cash flows,impact our reputation, financial condition, and results of operations.
In connection with the February 2021 Winter Storm Event, there have been calls for reform of the Texas electric market, which, if implemented, could have material adverse impacts on Houston Electric.

Risk Factors Affecting Natural Gas’ Business (CenterPoint Energy and CERC)

Rate regulation of Natural Gas may delay or deny its ability to earn an expected return and fully recover its costs.
Access to natural gas supplies and pipeline transmission and storage capacity are essential components of reliable service for Natural Gas’ customers.
Natural Gas is subject to fluctuations in notional natural gas prices, which could affect the ability of its suppliers and customers to meet their obligations or otherwise adversely affect CERC’s liquidity, results of operations and financial condition.
A decline in CERC’s credit rating could result in CERC having to provide collateral under its shipping arrangements or to purchase natural gas, which consequently would increase its cash requirements and adversely affect its financial condition.
Natural Gas must compete with alternate energy sources, which could result in less natural gas delivered and have an adverse impact on CERC’s results of operations, financial condition and cash flows.

Risk Factors Affecting ESG’s Business (CenterPoint Energy)General and Other Risks

ESG’s business has performance and warranty obligations, some of which are guaranteed by CenterPoint Energy.

Risk Factors Affecting Our Businesses and/or CenterPoint Energy’s Interests in Enable Midstream Partners, LP

We are subject to operational and financial risks and liabilities arising from environmental laws and regulations, including regulation of CCR and climate change legislation as well as other risks related to the implementation of our carbon emissions reduction targets. We could also experience reduced demand for our services, including certain local initiatives to prohibit new natural gas service and increase electrification initiatives.
The February 2021 Winter Storm Event has caused severe disruptions to our customers and our markets in certain of our jurisdictions and could have a material adverse impact to our financial condition, results of operations, cash flows and liquidity.
CenterPoint Energy may be unable to effectively complete the integration of the businesses acquired in the Merger, including the integration of technology systems, for which significant time and resources have been allocated thereto.
Our revenues and results of operations are seasonal.
Climate changeschange could adversely impact financial results from our businesses and result in more frequent and more severe weather events that could adversely affect our results of operations.
Aging infrastructure may lead to increased costs and disruptions in operations that could negatively impact our financial results.
Our businesses will continue to have to adapt to technological change and may not be successful or may have to incur significant expenditures to adapt to technological change.
We are exposed to risks related to reduction in energy consumption due to factors such as unfavorable economic conditions in our service territories and changes in customers’ perceptions from incidents of other utilities involving natural gas pipelines.

Risk Factors Affecting CenterPoint Energy’s Interests in Enable Midstream Partners, LP (CenterPoint Energy)

CenterPoint Energy’s cash flows will be adversely impacted if it receives less cash distributions from Enable than it currently expects, whether as a result of Enable’s performance or otherwise, or if it reduces its ownership in Enable.
We cannot be certain of the precise value of any merger consideration we may receive in the Enable Merger because the exchange ratio is fixed and the market price of Energy Transfer’s common units may fluctuate.

General Risk Factors Affecting Our Businesses and/or CenterPoint Energy’s Interests in Enable Midstream Partners, LP

Cyberattacks, physical security breaches, acts of terrorism or other disruptions could adversely impact our reputation, results of operations, financial condition and/or cash flows.
We face risks related to COVID-19 and other health epidemics and outbreaks, including economic, regulatory, legal, workforce and cyber security risks, which could adversely impact our financial condition, results of operations, cash flows and liquidity.
viiiix


PART I

Item 1.Business

This combined Form 10-K is filed separately by three registrants: CenterPoint Energy, Inc., CenterPoint Energy Houston Electric, LLC and CenterPoint Energy Resources Corp. Information contained herein relating to any individual registrant is filed by such registrant solely on its own behalf. Each registrant makes no representation as to information relating exclusively to the other registrants.registrants or the subsidiaries of CenterPoint Energy other than itself or its subsidiaries. Except as discussed in Note 1413 to the consolidated financial statements, no registrant has an obligation in respect of any other registrant’s debt securities, and holders of such debt securities should not consider the financial resources or results of operations of any registrant other than the obligor in making a decision with respect to such securities.

The discussion of CenterPoint Energy’s consolidated financial information includes the financial results of Houston Electric and CERC, which, along with CenterPoint Energy, are collectively referred to as the Registrants. Where appropriate, information relating to a specific registrant has been segregated and labeled as such. Unless the context indicates otherwise, specific references to Houston Electric and CERC also pertain to CenterPoint Energy. In this Form 10-K, the terms “our,” “we” and “us” are used as abbreviated references to CenterPoint Energy, Inc. together with its consolidated subsidiaries.

OUR BUSINESS

Overview

CenterPoint Energy is a public utility holding company and owns interests in Enable, a publicly traded MLP.company. CenterPoint Energy’s operating subsidiaries own and operate electric transmission, distribution and generation facilities and natural gas distribution facilities and provide energy performance contracting and sustainable infrastructure services.facilities.

As of December 31, 2023, CenterPoint Energy’s indirect, wholly-owned subsidiaries include:

Houston Electric, is an indirect, wholly-owned subsidiary of CenterPoint Energy thatwhich provides electric transmission service to transmission service customers in the ERCOT region and distribution service to REPs serving the Texas Gulf Coastgulf coast area that includes the city of Houston. Bond Companies are wholly-owned, bankruptcy remote entities formed solely for the purpose of purchasing and owning transition or system restoration property through the issuance of Securitization Bonds.

CERC Corp. is an indirect, wholly-owned subsidiary of CenterPoint Energy that, which (i) directly owns and operates natural gas distribution facilitiessystems in six states, with operating subsidiaries that ownLouisiana, Minnesota, Mississippi and operateTexas, (ii) indirectly, through Indiana Gas and VEDO, owns and operates natural gas distribution systems in Indiana and Ohio, respectively, and (iii) owns and operates permanent pipeline connections through interconnects with various interstate and intrastate pipeline companies and provide temporary delivery of LNG and CNG throughout the contiguous 48 states.
As of December 31, 2020, CNP Midstream owned approximately 53.7% of the common units representing limited partner interests in Enable, which owns, operates and develops natural gas and crude oil infrastructure assets; CNP Midstream also owned 50% of the management rights and 40% of the incentive distribution rights in Enable GP. On February 16, 2021, Enable entered into the Enable Merger Agreement. At the closing of the transactions contemplated by the Enable Merger Agreement, if and when it occurs, Energy Transfer will acquire all of Enable’s outstanding equity interests, including all Enable common units and Enable Series A Preferred Units held by CenterPoint Energy, and in return CenterPoint Energy will receive Energy Transfer common units and Energy Transfer Series G Preferred Units. For additional information regarding CenterPoint Energy’s interest in Enable, including the 14,520,000 Enable Series A Preferred Units directly owned by CenterPoint Energy and the Enable Merger, see Notes 11 and 22 to the consolidated financial statements.

Vectren is an indirect, wholly-owned subsidiary of CenterPoint Energy that engages in regulated operations through three public utilities:

Indiana Gas provides energy delivery services to natural gas customers located in central and southern Indiana;CEIP.

SIGECO, which provides energy delivery services to electric and natural gas customers located in and near Evansville in southwestern Indiana and owns and operates electric generation assets to serve its electric customers and optimizes those assets in the wholesale power market; andmarket.

VEDO provides energy delivery services to natural gas customers in and near Dayton in west-central Ohio.

Vectren performs non-utility activities through ESG, which provides energy performance contracting and sustainable infrastructure services.

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On February 3, 2020, CenterPoint Energy, through its subsidiary VUSI, entered into the Securities Purchase Agreement to sell the businesses within its Infrastructure Services reportable segment. The transaction closed on April 9, 2020 for $854 million in cash, inclusive of cash received after closing for the working capital adjustment. For further information, see Note 4 to the consolidated financial statements.

Additionally, on February 24, 2020, CenterPoint Energy, through its subsidiary CERC Corp., entered into the Equity Purchase Agreement to sell CES, which represents substantially all of the businesses within the Energy Services reportable segment. This transaction does not include CEIP and its assets or MES. The transaction closed on June 1, 2020 for approximately $365 million in cash, inclusive of cash received after closing for the working capital adjustment. For further information, see Note 4 to the consolidated financial statements.

As of December 31, 2020,2023, CenterPoint Energy’s reportable segments were Electric, Natural Gas and Midstream Investments.Corporate and Other. Houston Electric and CERC each consist of one reportable segment.

For a description of CenterPoint Energy’s reportable segments, see Note 17. For a discussion of net income by segment, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations by Reportable Segment” in Item 7 of Part II of this report. For additional information about the segments, see Note 18 to the consolidated financial statements.

Discontinued Operations. From time to time, we consider the acquisition or the disposition of assets or businesses. For a discussion of discontinued operations and divestitures, see Note 4 to the consolidated financial statements.

Subsequent Events. On February 19, 2024, CenterPoint Energy, through its subsidiary CERC Corp., entered into the LAMS Asset Purchase Agreement to sell its Louisiana and Mississippi natural gas local distribution company businesses. The transaction is expected to close in the first quarter of 2025. For further information, see Note 21 to the consolidated financial statements.

The Registrants’ principal executive offices are located at 1111 Louisiana, Houston, Texas 77002 (telephone number: 713-207-1111).

We make available free of charge on our Internet website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the
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Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically file such reports with, or furnish them to, the SEC. The SEC maintains an Internet website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. Additionally, we make available free of charge on our Internet website:

our Code of Ethics for our Chief Executive Officer and Senior Financial Officers;

our Ethics and Compliance Code;

our Supplier Code of Conduct;

our Corporate Governance Guidelines; and

the charters of the audit, compensation, finance and governance, environmental and sustainability committees of our Board of Directors.

Any shareholder who so requests may obtain a printed copy of any of these documents from us. Changes in or waivers of our Code of Ethics for our Chief Executive Officer and Senior Financial Officers and waivers of our Ethics and Compliance Code for directors or executive officers will be posted on our Internet website within five business days of such change or waiver and maintained for at least 12 months or timely reported on Item 5.05 of Form 8-K.

Our website address is www.centerpointenergy.com.www.centerpointenergy.com. Investors should also note that we announce material financial information in SEC filings, press releases and public conference calls. Based on guidance from the SEC, we may use the investor relations section of our website to communicate with our investors. It is possible that the financial and other information posted there could be deemed to be material information. Except to the extent explicitly stated herein, documents and information on our website are not incorporated by reference herein.

Electric (CenterPoint Energy)

During the fourth quarter of 2020, CenterPoint Energy’s CODM requested that the financial information for the electric businesses be presented on an aggregated basis for review, resulting in oneThe Electric reportable segment is comprised of Houston Electric and Indiana Electric.

For information regarding the properties of the Electric reportable segment, please read “Properties — Electric (CenterPoint Energy and Houston Electric)” in Item 2 of this report, which information is incorporated herein by reference.
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Houston Electric (CenterPoint Energy and Houston Electric)
 
Houston Electric is a transmission and distribution electric utility that operates wholly within the state of Texas and is a member of ERCOT. ERCOT serves as the independent system operator and regional reliability coordinator for member electric power systems in most of Texas. The ERCOT market represents approximately 90% of the demand for power in Texas and is one of the nation’s largest power markets. The ERCOT market operates under the reliability standards developed by the NERC, approved by the FERC and monitored and enforced by the Texas RE. The PUCT has primary jurisdiction over the ERCOT market to ensure the adequacy and reliability of electricity supply across the state’s main interconnected power transmission grid. Houston Electric does not make direct retail or wholesale sales of electric energy or own or operate any electricpower generation generating facilities.facilities other than TEEEF.

Electric Transmission
 
On behalf of REPs, Houston Electric delivers electricity from power plants to substations, from one substation to another and to retail electric customers taking power at or above 69 kV in locations throughout Houston Electric’s certificated service territory. Houston Electric constructs and maintains transmission facilities and provides transmission services under tariffs approved by the PUCT.

The ERCOT ISO is responsible for operating the bulk electric power supply system in the ERCOT market. Houston Electric’s transmission business, along with those of other owners of transmission facilities in Texas, supports the operation of the ERCOT ISO. Houston Electric participates with the ERCOT ISO and other ERCOT utilities to plan, design, obtain regulatory approval for and construct new transmission lines necessary to increase bulk power transfer capability and to remove existing constraints on the ERCOT transmission grid.
Electric Distribution
 
In ERCOT, end users purchase their electricity directly from certificated REPs. Houston Electric’s distribution network receives electricity from the transmission grid through power distribution substations and delivers electricity for REPs in its certificated service area by carrying lower-voltage power from the substation to the retail electric customer through distribution feeders. Houston Electric’s operations include construction and maintenance of distribution facilities, metering services, outage response services and call center operations. Houston Electric provides distribution services under tariffs approved by the PUCT. PUCT rules and market protocols govern the commercial operations of distribution companies and other market participants. Rates for these services are established pursuant to rate proceedings conducted before municipalities that have original jurisdiction and the PUCT.
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Bond Companies

Houston Electric has special purpose subsidiaries consisting of the Bond Companies, which it consolidates. These consolidated special purpose subsidiaries are wholly-owned, bankruptcy remote entities that were formed solely for the purpose of purchasing and owning transition or system restoration property through the issuance of Securitization Bonds, and conducting activities incidental thereto. The Securitization Bonds issued by Bond Company IV are repaid through charges imposed on customers in Houston Electric’s service territory. On August 15, 2022, Restoration Bond Company repaid in full its last outstanding system restoration bonds at maturity. For further discussion of the Securitization Bonds issued by Bond Company IV and the outstanding balances as of December 31, 20202023 and 2019,2022, see Note 1413 to the consolidated financial statements.

Customers
 
Houston Electric serves nearly all of the Houston/Galveston metropolitan area near the Texas Gulf Coast. As of December 31, 2020,gulf coast. Houston Electric’s customers consistedconsist of approximately 64 REPs, which sell electricity to approximately 2.6 million metered customers in Houston Electric’s certificated service area, and municipalities, electric cooperatives and other distribution companies located outside Houston Electric’s certificated service area. Each REP is licensed by, and must meet minimum creditworthiness criteria established by, the PUCT. Houston Electric does not have long-term contracts with any of its customers. It operates using a continuous billing cycle, with meter readings being conducted and invoices being distributed to REPs each business day. For information regarding Houston Electric’s major customers, see Note 1817 to the consolidated financial statements.




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The table below reflects the number of REPs and metered customers in Houston Electric’s service area as of December 31, 2020:2023:
 ResidentialCommercial/
Industrial
Total Customers
Texas Gulf Coast2,303,315 296,512 2,599,827 
 REPsResidentialCommercial/
Industrial
Total Customers
Texas gulf coast65 2,455,309 308,226 2,763,535 

Competition
 
There are no other electric transmission and distribution utilities in Houston Electric’s service area. For another provider of transmission and distribution services to provide such services in Houston Electric’s territory, it would be required to obtain a certificate of convenience and necessity from the PUCT and, depending on the location of the facilities, may also be required to obtain franchises from one or more municipalities. Houston Electric is not aware of any other party intending to enter this business in its service area at this time. Distributed generation (i.e., power generation located at or near the point of consumption) could result in a reduction of demand for Houston Electric’s distribution services but has not been a significant factor to date.
Seasonality
 
Houston Electric’s revenues are primarily derived from rates that it collects from each REP based on the amount of electricity it delivers on behalf of that REP. Houston Electric’s revenues and results of operations are subject to seasonality, weather conditions and other changes in electricity usage, with revenues generally being higher during the warmer months when more electricity is used for cooling purposes.

Franchises
 
Houston Electric holds non-exclusive franchises from certain incorporated municipalities in its service territory. In exchange for the payment of fees, these franchises give Houston Electric the right to use the streets and public rights-of-way of these municipalities to construct, operate and maintain its transmission and distribution system and to use that system to conduct its electric delivery business and for other purposes that the franchises permit. The terms of the franchises, with various expiration dates, typically range from 30 to 40 years.

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Indiana Electric (CenterPoint Energy)

Indiana Electric consists of SIGECO’s electric transmission and distribution services, including its power generating and wholesale power operations. As of December 31, 2020,2023, Indiana Electric supplied electric service to the following:
 ResidentialCommercial/IndustrialTotal Customers
Indiana130,159 19,130 149,289 
 ResidentialCommercial/IndustrialTotal Customers
Southwestern Indiana133,201 19,292 152,493 

System Load

Total load and the related reserve margin at the time of the system summer peak on August 10, 2020,25, 2023, is presented below in MW, except for reserve margin at peak.
20202023
Total load at peak9841,020 
Generating capability1,1671,205 
Purchase supply (effective capacity) (1)659 37 
Interruptible contracts & direct load control394 
Total power supply capacity1,2431,868 
Reserve margin at peak2683 %

(1)Indiana Electric procured bi-lateral capacity contracts starting in the 2023-2024 MISO planning year to support the generation transition. These contracts were procured before MISO moved to a seasonal construct, which allowed several generating units to receive accreditation in the summer season that would not have received any accreditation under MISO's previous annual construct. This resulted in a reserve margin that is higher than normal in the summer, but was limited to the summer season.

The winter peak load for the 2019-20202022-2023 season of approximately 716785 MW occurred on February 14, 2020.December 23, 2022. 

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Solar

Indiana Electric’s newestElectric has entered into various PPAs to purchase solar array, which was approved bypower to meet its future generation needs as reported in the IURC in 2018, consists of approximately 150,000 solar panels distributed across 300 acres along Indiana State Road 545 between Troy and New Boston, Indiana. Construction of the 50 MW universal solar array was nearing completion at the end of 2020, and the project was placed in service for southwestern Indiana electric customers in early 2021.table below.

PPA withLocationExpected Date in ServiceCapacity
(MW)
Term (in Years)
CleneraWarrick County, Indiana2025100 25
OridenVermillion County, Indiana2025185 15
OrigisKnox County, Indiana2025150 20
435 

For further information about Indiana Electric’s solar power activities, see “Item 2. Properties” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Regulatory Matters” in Item 7 of Part II of this report, which discussion is incorporated herein by reference.
Coal Purchases

Coal for coal-fired generating stations has been supplied from operators of nearby coal mines as there are substantial coal reserves in the southern Indiana area. Approximately 2.0 million tons were purchasedMajor suppliers are those that account for generating electricity during 2020.greater than 10% of Indiana Electric’s coal purchases. For the year ended December 31, 2023, Sunrise LLC accounted for 98% of Indiana Electric’s coal purchases, with the remaining 2% being purchased from other suppliers.

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The table below presents information related to coal purchases during the year ended December 31, 2023 and coal inventory was approximately 707,000 tons as of December 31, 2020. The average cost of coal per ton purchased and delivered in 2020 was $50.73. Another 173,000 tons are stored off-site to be shipped when plant inventory is reduced. Since August 2014, Indiana Electric has purchased substantially all of its coal from Sunrise Coal, LLC.2023.
(In tons, except average cost per ton)
Coal purchased for generating electricity1,945,593 
Coal inventory as of December 31, 2023345,784 
Average cost of coal per ton$55.26

Firm Purchase Supply

Indiana Electric enters into long-term purchase supply agreements to meet its generation needs as disclosed below:

Fuel TypeProviderLocationContract ExpirationCapacity
(MW)
Purchased in 2023
  (in GWh)
Coal
OVEC (1)
Indiana and Ohion/a32 186 
WindBenton County Wind Farm, LLCBenton County, Indiana202830 76 
WindFowler Ridge II Wind Farm, LLCBenton/Tippecanoe Counties, Indiana202950 116 
112 378 

(1)As part of its power portfolio, Indiana Electric is a 1.5% shareholder in the OVEC, and basedOVEC. Based on its participation in the ICPA between OVEC and its shareholder companies, many of whom are regulated electric utilities, Indiana Electric has the right to 1.5% of OVEC’s generating capacity output which, asand shares in 1.5% of December 31, 2020, was approximately 32 MWs. Per the ICPA, Indiana Electric is charged demand charges which are based on OVEC’s operating expenses including its financing costs. Those demand charges are available to pass through to customers under Indiana Electric’s fuel adjustment clause. Under the ICPA, and while OVEC’s plants are operating, Indiana Electric is severally responsible for its sharedebt obligations of OVEC’s debt obligations. Based on OVEC’s current financing, as of September 30, 2020, Indiana Electric’s 1.5% share of OVEC’s debt obligation equates to between $19 million and $24 million, depending on revolving capacity commitments. Moody’s rates OVEC one notch below investment grade with a positive outlook. Fitch continues to rate OVEC as investment grade with a stable outlook. S&P withdrew its ratings on January 9, 2020 at OVEC’s request. In 2020, Indiana Electric purchased approximately 116 GWh from OVEC. If a default were to occur by a member, any reallocation of the existing debt requires consent of the remaining ICPA participants. If any such reallocation were to occur, Indiana Electric would expect to recover any related costs through the fuel adjustment clause, as it does currently for its 1.5% share. In July 2019, House Bill 6 was enacted in Ohio, which provides financial support to the members of OVEC serving Ohio customers (although Indiana Electric does not serve customers in Ohio). In July 2020, an investigation led by the U.S. Attorney’s Office resulted in a federal grand jury indictment of the Speaker of the Ohio House of Representatives, among other individuals, in connection with a racketeering conspiracy involving the adoption of House Bill 6. In light of the allegations in the indictment, proposed legislation has been introduced that would repeal House Bill 6. The outcome of the U.S. Attorney’s Office investigation and its impact on House Bill 6 is unknown at this time. If the provisions of House Bill 6 are ultimately eliminated, it is unclear whether, and in what form, the Ohio General Assembly would pass new legislation addressing similar issues, which could repeal subsidies associated with House Bill 6.

In April 2008, Indiana Electric executed a capacity contract with Benton County Wind Farm, LLC to purchase as much as 30 MW from a wind farm located in Benton County, Indiana, with IURC approval. The contract expires in 2029. Indiana Electric purchased approximately 76 GWh under this contract in 2020. In December 2009, Indiana Electric executed a 20-year power purchase agreement with Fowler Ridge II Wind Farm, LLC to purchase as much as 50 MW of energy from a wind farm located in Benton and Tippecanoe Counties in Indiana, with the approval of the IURC. Indiana Electric purchased approximately 126 GWh under this contract in 2020. In total, wind resources provided approximately 5% of total GWh sourced in 2020.

MISO Related Activity

Indiana Electric is a member of the MISO, a FERC approved regional transmission organization. The MISO serves the electric transmission needs of much of the Midcontinent region and maintains operational control over Indiana Electric’s electric transmission facilities as well as other utilities in the region. Indiana Electric is an active participant in the MISO energy markets, where it bids its generation into the Day Ahead and Real Time markets and procures power for its retail customers at Locational Marginal Price as determined by the MISO market. MISO-related purchase and sale transactions are recorded using settlement information provided by the MISO. These purchase and sale transactions are accounted for on at least a net hourly position. During 2020, in

MISO related activity for the year ended December 31, 2023 was as follows:
In GWh
Net purchases (1)
397 
Net sales (2)
510 

(1)Represents volume intervals when purchases from the MISO were in excess of generation sold to the MISO, the net purchases were 742 GWh. During the year ended December 31, 2020, inMISO.
(2)Represents volume intervals when sales to the MISO were in excess of purchases from the MISO, the net sales were 385 GWh.MISO.

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Interconnections

As of December 31, 2020,2023, Indiana Electric had interconnections with Louisville Gas and Electric Company, Duke Energy Shared Services, Inc., Indianapolis Power & Light Company, Hoosier Energy Rural Electric Cooperative, Inc. and Big Rivers Electric Corporation providing the ability to simultaneously interchange approximately 900645 MW during peak load periods. Indiana Electric, as required as a member of the MISO, has turned over operational control of the interchange facilities and its own transmission assets to the MISO. Indiana Electric, in conjunction with the MISO, must operate the bulk electric transmission system in accordance with NERC Reliability Standards. As a result, interchange capability varies based on regional transmission system configuration, generation dispatch, seasonal facility ratings and other factors. Indiana Electric is in compliance with reliability standards promulgated by NERC.
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SIGECO Securitization Subsidiary

SIGECO has a special purpose subsidiary, SIGECO Securitization Subsidiary, which it consolidates. This consolidated special purpose subsidiary is a wholly-owned, bankruptcy remote entity that was formed solely for the NERC.purpose of facilitating the securitization financing of qualified costs in the second quarter of 2023 associated with the completed retirement of SIGECO’s A.B. Brown coal generation facilities through the issuance of SIGECO Securitization Bonds. The obligations of the SIGECO Securitization Bonds are repaid through charges imposed on customers in Indiana Electric’s service territory. For further discussion of the SIGECO Securitization Bonds and the outstanding balance as of December 31, 2023, see Note 13 to the consolidated financial statements.

Competition

There are no other electric transmission and distribution utilities in Indiana Electric’s service area. Indiana Electric is a vertically integrated utility that owns the generation, transmission, and distribution components of a utility.

For another provider of transmission and distribution services to provide such services in Indiana Electric’s territory, it would be required to obtain a certificateIURC approval of convenience and necessity from the IURC and, depending on the location of the facilities, may also be required to obtain franchises from one or more municipalities.such service territory. Indiana Electric is not aware of any other party intending to enter this business in its service area at this time.territory certificates are exclusive. Distributed generation (i.e., power generation located at or near the point of consumption) could result in reduced demand for Indiana Electric’s distribution services but has not been a significant factor to date.

Seasonality

Indiana Electric’s revenues are primarily derived from rates that it collects from customers in its service territory based on the amount of electricity it delivers. Indiana Electric’s revenues and results of operations are subject to seasonality, weather conditions and other changes in electricity usage, with revenues generally being higher during the warmer months when more electricity is used for cooling purposes, and during the cooler months when more electricity is used for heating purposes.

Natural Gas (CenterPoint Energy and CERC)

CenterPoint Energy’s and CERC’s Natural Gas engagesengage in regulated intrastate natural gas sales to, and natural gas transportation and storage for, residential, commercial, industrial and transportation customers. See the detail of customers by state below. CenterPoint Energy’s and CERC’s Natural Gas providesprovide permanent pipeline connections through interconnects with various interstate and intrastate pipeline companies through CEIP and temporary delivery of LNG and CNG throughout the lower 48 states through MES, utilizing a fleet of customized equipment to provide continuity of natural gas service when pipeline supply is not available.CEIP. CenterPoint Energy’s and CERC’s Natural Gas also providesprovided services in Minnesota consisting of residential appliance repair and maintenance services along with HVAC equipment sales and home repair protection plans to natural gas customers in Arkansas, Louisiana,Indiana, Mississippi, OklahomaOhio and Texas through a third party.

Upon consummationparty as of the Merger, CenterPoint Energy added the legacy natural gas utility services of Vectren, which includes the natural gas utility operations of Indiana Gas, SIGECO and VEDO and provides natural gas distribution and transportation services to nearly two-thirds of Indiana and west central Ohio, primarily in the west-central area. The Indiana and Ohio service areas contain diversified manufacturing and agriculture-related enterprises.

During the fourth quarter of 2020, CenterPoint Energy and CERC’s CODM requested that the CERC corporate functions be included within the financial results of CenterPoint Energy’s Natural Gas reportable segment for review purposes. See Note 18 to the consolidated financial statements for further information.December 31, 2023.

For information regarding the properties of the Natural Gas reportable segment, please read “Properties — Natural Gas (CenterPoint Energy and CERC) in Item 2 of this report, which information is incorporated herein by reference.

Customers

In 2020, approximately 35%On February 19, 2024, CenterPoint Energy, through its subsidiary CERC Corp., entered into the LAMS Asset Purchase Agreement to sell its Louisiana and 39%Mississippi natural gas local distribution company businesses. The transaction is expected to close in the first quarter of CenterPoint Energy’s and CERC’s Natural Gas total throughput was2025. For further information, see Note 21 to residential customers and approximately 65% and 61% was to commercial and industrial and transportation customers, respectively.

the consolidated financial statements.
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Customers

The table below reflects the number of CenterPoint Energy’s and CERC’s Natural Gas customers by state as of December 31, 2020:2023:
ResidentialCommercial/
Industrial/Transportation
Total Customers ResidentialCommercial/
Industrial/Transportation
Total Customers
Arkansas381,961 47,931 429,892 
Indiana (Indiana Gas)
LouisianaLouisiana232,265 16,429 248,694 
MinnesotaMinnesota819,249 71,425 890,674 
MississippiMississippi120,082 13,018 133,100 
Oklahoma89,019 10,720 99,739 
Ohio
TexasTexas1,707,252 100,877 1,808,129 
Total CERC Natural GasTotal CERC Natural Gas3,349,828 260,400 3,610,228 
Indiana674,936 64,851 739,787 
Ohio303,843 24,474 328,317 
Indiana (SIGECO)
Total CenterPoint Energy Natural GasTotal CenterPoint Energy Natural Gas4,328,607 349,725 4,678,332 

The largest metropolitan areas served in each state arewere Houston, Texas; Minneapolis, Minnesota; Little Rock, Arkansas; Shreveport, Louisiana; Biloxi, Mississippi; Lawton, Oklahoma; Evansville, IndianaIndiana; and Dayton, Ohio.

The table below reflects the percentage of total throughput by customer type for the year ended December 31, 2023.
 CenterPoint EnergyCERC
Residential32 %33 %
Commercial/Industrial and Transportation68 %67 %
Total Throughput100 %100 %

Seasonality

The demand for natural gas sales to residential customers and natural gas sales and transportation for commercial and industrial customers is seasonal and affected by variations in weather conditions. In 2020,2023, approximately 67%65% and 66%, respectively, of CenterPoint Energy’s Natural Gas total throughput and 68% of CERC’s Natural Gas total throughput occurred in the first and fourth quarters. These patterns reflect the higher demand for natural gas for heating purposes during the colder months.

Supply and Transportation.Transportation

In 2020,2023, CenterPoint Energy’s Natural Gas purchased virtually all of its natural gas supply pursuant to contracts with remaining terms varying from a few months to four years. Certain contracts are firm commitments under five- and ten-year arrangements.three-year terms. Major suppliers are those that account for greater than 10% of CenterPoint Energy’s or CERC’s annual natural gas supply purchases. In 2020, CenterPoint Energy and CERC purchased 47% and 45%, respectively,

Major suppliers of their natural gas supply from three major suppliers. For CenterPoint Energy,for the suppliersyear ended December 31, 2023 were Macquerie Energy, LLC (20%), Exelon Generation Company, LLC (16%) and BP Energy Company/BP Canada Energy Marketing (11%). For CERC, the suppliers were Macquerie Energy, LLC (25%), Symmetry Energy Solutions, LLC, formerly CES (10%) and BP Energy Company/BP Canada Energy Marketing (10%). as follows:

 CenterPoint EnergyCERC
Tenaska Marketing Ventures, LLC39 %44 %
Macquarie Energy, LLC15 %19 %
Koch Energy Services, LLC%10 %
   Total of major suppliers62 %73 %

Numerous other suppliers provided the remainder of CenterPoint Energy’s and CERC’s natural gas supply requirements.

CenterPoint Energy’s and CERC’s Natural Gas transports their natural gas supplies through various intrastate and interstate pipelines under contracts with remaining terms, including extensions, varying from one to sixteenten years. CenterPoint Energy’s and CERC’s Natural Gas anticipates that these gas supply and transportation contracts will be renewed or replaced prior to their expiration.
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CenterPoint Energy’s and CERC’s Natural Gas actively engagesengage in commodity price stabilization pursuant to annual gas supply plans presented to and/or filed with each of its state regulatory authorities. These price stabilization activities include use of storage gas and contractually establishing structured prices (e.g., fixed price, costless collars and caps) with CenterPoint Energy’s and CERC’s Natural Gas’ physical gas suppliers. Their gas supply plans generally call for 50–75% of normal winter supplies to be stabilized in some fashion.
The regulations of the states in which CenterPoint Energy’s and CERC’s Natural Gas operatesoperate allow them to pass through changes in the cost of natural gas, including savings and costs of financial derivatives associated with the index-priced physical supply, to their customers under purchased gas adjustment provisions in their tariffs. Depending upon the jurisdiction, the purchased gas adjustment factors are updated periodically, ranging from monthly to semi-annually. The changes in the cost of gas billed to customers are subject to review by the applicable regulatory bodies.
CenterPoint Energy’s and CERC’s Natural Gas usesuse various third-party storage services or owned natural gas storage facilities to meet peak-day requirements and to manage the daily changes in demand due to changes in weather. CenterPoint
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Energy’s and CERC’s Natural Gas may also supplement contracted supplies and storage from time to time with stored LNG and propane-air plant production.

As of December 31, 2020, CenterPoint Energy’s and CERC’s Natural Gas owned and operated the following natural gas facilities:
No. of AssetsStorage Capacity (Bcf)Working Capacity (Bcf) Maximum Daily Withdrawal Rate (MMcf)
CenterPoint Energy
Underground Natural Gas Storage Facility943.6 14.2 337 
CERC
Underground Natural Gas Storage Facility17.0 2.0 50 
On-site Storage Capacity
No. of AssetsDaily Production Rate (Dth)Millions of GallonsDth
CenterPoint Energy
Propane Air-Gas Manufacturing Plant13231,000 12.9 1,187,000 
LNG Plant Facility172,000 12.0 1,000,000 
CERC
Propane Air-Gas Manufacturing Plant10198,000 11.4 1,050,000 
LNG Plant Facility172,000 12.0 1,000,000 

The table below reflects CenterPoint Energy’s and CERC’s Natural Gas contracted upstream storage services as of December 31, 2020:

Storage Capacity (Bcf) Maximum Peak Daily Delivery (MMcf)
CenterPoint Energy
Upstream Storage Service115 2,744 
CERC
Upstream Storage Service92 2,298 
On an ongoing basis, CenterPoint Energy’s and CERC’s Natural Gas entersenter into contracts to provide sufficient supplies and pipeline capacity to meet their customer requirements. However, it is possible for limited service disruptions to occur from time to time due to weather conditions, transportation constraints and other events. As a result of these factors, supplies of natural gas may become unavailable from time to time, or prices may increase rapidly in response to temporary supply constraints or other factors.
CenterPoint Energy’s and CERC’s Natural Gas hasbusinesses continue to utilize AMAs associated with their utility distribution service in Arkansas, Louisiana and Oklahoma with the Energy Services Disposal Group and in Arkansas, Indiana, Louisiana, Minnesota, Mississippi and Texas with other third parties. The AMAs have varying terms, the longest of which expires in 2025. Pursuant to the provisions of the agreements, CenterPoint Energy’s and CERC’s Natural Gas either sells natural gas to the asset manager and agrees to repurchase an equivalent amount of natural gas throughout the year at the same cost, or simply purchases its full natural gas requirements at each delivery point from the asset manager.Texas. Generally, AMAs are contracts between CenterPoint Energy’s and CERC’s Natural Gas and an asset manager that are intended to transfer the working capital obligation and maximize the utilization of the assets. In these agreements, CenterPoint Energy’s and CERC’s Natural Gas agrees to release transportation and storage capacity to other parties to manage natural gas storage, supply and delivery arrangements for CenterPoint Energy’s and CERC’s Natural Gas and to use the released capacity for other purposes when it is not needed for CenterPoint Energy’s and CERC’s Natural Gas. CenterPoint Energy’s and CERC’s Natural Gas may receive compensation from the asset manager through payments made over the life of the AMAs. CenterPoint Energy’s and CERC’s Natural Gas has an obligation to
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purchase their winter storage requirements that have been released to the asset manager under these AMAs. The AMAs have varying terms, the longest of which expires in 2029. Pursuant to the provisions of the agreements, CenterPoint Energy’s and CERC’s Natural Gas either sells natural gas to the asset manager and agrees to repurchase an equivalent amount of natural gas throughout the year at the same cost, or simply purchases its full natural gas requirements at each delivery point from the asset manager. For further information regarding theamounts outstanding under these AMAs, with the Energy Services Disposal Group, see Note 413 to the consolidated financial statements.

For information regarding the proposed sale of certain Natural Gas businesses located in Arkansas and Oklahoma, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Significant Events — Business Review and Evaluation Committee” in Item 7 of Part II of this report.

Competition
 
CenterPoint Energy’s and CERC’s Natural Gas competescompete primarily with alternate energy sources such as electricity and other fuel sources. In some areas, intrastate pipelines, other gas distributors and marketers also compete directly for gas sales to end users. In addition, as a result of federal regulations affecting interstate pipelines, natural gas marketers operating on these pipelines may be able to bypass CenterPoint Energy’s and CERC’s Natural Gas’ facilities and market, sell and/or transport natural gas directly to commercial and industrial customers.

Midstream Investments (CenterPoint Energy)

CenterPoint Energy’s Midstream Investments reportable segment consists of its equity method investment in Enable. Enable is a publicly traded MLP, jointly controlled by CenterPoint Energy (indirectly through CNP Midstream) and OGE as of December 31, 2020. 

On September 4, 2018, CERC completed the Internal Spin of its equity investment in Enable, consisting of Enable common units and its interests in Enable GP, to CenterPoint Energy. For further discussion of the Internal Spin, see Note 11 to the consolidated financial statements.

Enable. Enable owns, operates and develops midstream energy infrastructure assets strategically located to serve its customers. Enable’s assets and operations are organized into two reportable segments: (i) gathering and processing and (ii) transportation and storage. Enable’s gathering and processing segment primarily provides natural gas gathering and processing to its producer customers and crude oil, condensate and produced water gathering services to its producer and refiner customers. Enable’s transportation and storage segment provides interstate and intrastate natural gas pipeline transportation and storage services primarily to its producer, power plant, local distribution company and industrial end-user customers.

Enable’s Gathering and Processing segment. Enable owns and operates substantial natural gas and crude oil gathering and natural gas processing assets primarily in five states. Enable’s gathering and processing operations consist primarily of natural gas gathering and processing assets serving the Anadarko, Arkoma and Ark-La-Tex Basins, crude oil and condensate gathering assets serving the Anadarko Basin and crude oil and produced water gathering assets serving the Williston Basin. Enable provides a variety of services to the active producers in its operating areas, including gathering, compressing, treating, and processing natural gas, fractionating NGLs, and gathering crude oil, condensate and produced water. Enable serves shale and other unconventional plays in the basins in which it operates.

Enable’s gathering and processing systems compete with gatherers and processors of all types and sizes, including those affiliated with various producers, other major pipeline companies and various independent midstream entities. Competition for crude oil, condensate, produced water and extracted NGL services also includes trucking and railroad transportation companies. In the process of selling NGLs, Enable competes against other natural gas processors extracting and selling NGLs. Enable’s primary competitors are other midstream companies who are active in the regions where it operates. Enable’s management views competition for its gathering and processing systems as a function of rates, terms of service, flexibility and reliability.

Enable’s Transportation and Storage segment. Enable owns and operates interstate and intrastate natural gas transportation and storage systems across nine states. Enable’s transportation and storage systems consist primarily of its interstate systems, EGT and MRT, its intrastate system and its investment in SESH. Enable’s transportation and storage assets transport natural gas from areas of production and interconnected pipelines to power plants, local distribution companies and industrial end users as well as interconnected pipelines for delivery to additional markets. Enable’s transportation and storage assets also provide facilities where natural gas can be stored by customers.

Enable’s interstate and intrastate pipelines compete with a variety of other interstate and intrastate pipelines across its operating areas in providing transportation and storage services. Enable’s management views the principal elements of competition among pipelines as rates, terms of service, flexibility and reliability of service. For natural gas transportation and storage, rates include both fees for services and retained fuel.

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For information related to CenterPoint Energy’s equity method investment in Enable, see Note 2(c) and Note 11 to the consolidated financial statements.

For information relating to the recently announced Enable Merger, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Significant Events — Enable Merger Agreement” in Item 7 of Part II of this report and Note 22 to the consolidated financial statements.

Corporate and Other (CenterPoint Energy)

CenterPoint Energy’s Corporate and Other consists of energy performance contracting and sustainable infrastructure services, such as renewables, distributed generation and combined heat and power projects, through ESG, and other corporate support operations that support CenterPoint Energy’s business operations. CenterPoint Energy’s Corporateoperations and Other also includes office buildings and other real estate used for business operations.

CenterPoint Energy’s Corporate and Other also consisted of energy performance contracting and sustainable infrastructure services by Energy Systems Group through June 30, 2023, the date of the sale of Energy Systems Group.

REGULATION

The Registrants are subject to regulation by various federal, state and local governmental agencies, including the regulations described below. The following discussion is based on regulation in the Registrants’ businesses and CenterPoint Energy’s investment in Enable as of December 31, 2020.2023.

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Federal Energy Regulatory Commission

The FERC has jurisdiction under the NGA and the NGPA, as amended, to regulate the transportation of natural gas in interstate commerce and natural gas sales for resale in interstate commerce that are not first sales. The FERC regulates, among other things, the construction of pipeline and related facilities used in the transportation and storage of natural gas in interstate commerce, including the extension, expansion or abandonment of these facilities. TheFERC also regulates the transmission and wholesale sales of electricity in interstate commerce, mergers, acquisitions and corporate transactions by electricity companies, energy markets, reliability standards and the issuance of short-term debt by public utilities regulated by FERC. FERC has authority to prohibit market manipulation in connection with FERC-regulated transactions, to conduct audits and investigations, and to impose significant civil penalties (up to approximately $1.3$1.6 million per day per violation, subject to periodic adjustment to account for inflation) for statutory violations and violations of the FERC’s rules or orders.

Indiana Electric is a “public utility” under the FPA and is subject to regulation by the FERC. The FERC regulates, among other things, the transmission and wholesale sales of electricity in interstate commerce, mergers, acquisitions and corporate transactions by electricity companies, energy markets, reliability standards and the issuance of short-term debt. The FERC also has authority to impose significant civil penalties (up to approximately $1.3 million per day per violation, subject to periodic adjustment to account for inflation) for statutory violations and violations of the FERC’s rules or orders. Houston Electric is not a “public utility” under the FPA and, therefore, is not generally regulated by the FERC, although certain of its transactions are subject to limited FERC jurisdiction. The FERC has certain responsibilities with respect to ensuring the reliability of electric transmission service, including transmission facilities owned by Houston Electric and other utilities within ERCOT. The FERC has designated the NERC as the ERO to promulgate standards, under FERC oversight, for all owners, operators and users of the bulk power system (Electric Entities).system. The ERO and the FERC have authority to (a) impose fines and other sanctions on Electric Entitiesapplicable entities that fail to comply with approved standards and (b) audit compliance with approved standards. The FERC has approved the delegation by the NERC of authority for reliability in ERCOT to the Texas RE and in MISO to ReliabilityFirst Corporation. Neither Houston Electric nor Indiana Electric anticipate that the reliability standards proposed by the NERC and approved by the FERC will have a material adverse impact on their operations. To the extent that Houston Electric and Indiana Electric are required to make additional expenditures to comply with these standards, it is anticipated that Houston Electric and Indiana Electric will seek to recover those costs through the transmission charges that are imposed on all distribution service providers within ERCOT and the MISO, respectively, for electric transmission provided.

As a public utility holding company, under the Public Utility Holding Company Act of 2005, CenterPoint Energy and its consolidated subsidiaries are subject to reporting and accounting requirements and are required to maintain certain books and records and make them available for review by the FERC and state regulatory authorities in certain circumstances.

For a discussion of the Registrants’ ongoing regulatory proceedings, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Regulatory Matters” in Item 7 of Part II of this report, which discussion is incorporated herein by reference.

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State and Local Regulation – Electric Transmission & Distribution (CenterPoint Energy and Houston Electric)

Houston Electric is a member of ERCOT, which serves as the independent system operator and regional reliability coordinator for member electric power systems in most of Texas. The ERCOT market represents approximately 90% of the demand for power in Texas and is one of the nation’s largest power markets. The ERCOT market operates under the reliability standards developed by NERC, approved by FERC and monitored and enforced by the Texas RE. The PUCT has primary jurisdiction over the ERCOT market to ensure the adequacy and reliability of electricity supply across the state’s main interconnected power transmission grid.

The ERCOT ISO is responsible for operating the bulk electric power supply system in the ERCOT market. Houston Electric’s transmission business, along with those of other owners of transmission facilities in Texas, supports the operation of the ERCOT ISO. Houston Electric participates with the ERCOT ISO and other ERCOT utilities to plan, design, obtain regulatory approval for and construct new transmission lines necessary to increase bulk power transfer capability and to remove existing constraints on the ERCOT transmission grid.

Houston Electric conducts its operations pursuant to a certificate of convenience and necessityCCN issued by the PUCT that covers its present service area and facilities. The PUCT and certain municipalities have the authority to set the rates and terms of service provided by Houston Electric under cost-of-service rate regulation. Houston Electric holds non-exclusive franchises from certain incorporated municipalities in its service territory. In exchange for payment of fees, these franchises give Houston Electric the right to use the streets and public rights-of-way of these municipalities to construct, operate and maintain its transmission and distribution system and to use that system to conduct its electric delivery business and for other purposes that the franchises permit. The terms of the franchises, with various expiration dates, typically range from 30 to 40 years.

In ERCOT, end users purchase their electricity directly from certificated REPs. Houston Electric’s distribution rates charged to REPs for residential and small commercial customers are primarily based on amounts of energy delivered, whereas
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distribution rates for a majority of large commercial and industrial customers are primarily based on peak demand. All REPs in Houston Electric’s service area pay the same rates and other charges for transmission and distribution services. This regulated delivery charge includesmay include the transmission and distribution rate (which includes municipal franchise fees), a distribution recoveryDCRF mechanism for recovery of incremental distribution-invested capital above that which is already reflected in the base distribution rate, a TEEEF mechanism for recovery of costs associated with leasing and operating TEEEF, a TCRF mechanism for recovery of approved wholesale transmission cost changes billed by a transmission service provider, a nuclear decommissioning charge associated with decommissioning the South Texas nuclear generating facility, an EECRF charge, and charges associated with securitization of regulatory assets, stranded costs and restoration costs relating to Hurricane Ike.costs. Transmission rates charged to distribution companies are based on amounts of energy transmitted under “postage stamp” rates that do not vary with the distance the energy is being transmitted. All distribution companies in ERCOT pay Houston Electric the same rates and other charges for transmission services.

With the IURC’s approval, Indiana Electric is a member of the MISO, a FERC-approved regional transmission organization. The MISO serves the electrical transmission needs of much of the midcontinentMidcontinent region and maintains operational control over Indiana Electric’s electric transmission and generation facilities as well as those of other utilities in the region. Indiana Electric is an active participant in the MISO energy markets, bidding its owned generation into the Day Ahead and Real Time markets and procuring power for its retail customers at Locational Marginal Pricing as determined by the MISO market. Indiana Electric also receives transmission revenue that results from other members’ use of Indiana Electric’s transmission system. Generally, these transmission revenues, along with costs charged by the MISO, are considered components of base rates and any variance from that included in base rates is recovered from or refunded to retail customers through tracking mechanisms.

For a discussion of certain of Houston Electric’s and Indiana Electric’s ongoing regulatory proceedings, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Regulatory Matters” in Item 7 of Part II of this report, which discussion is incorporated herein by reference.

State and Local Regulation – Electric Generation (CenterPoint Energy)

Indiana Electric owns and operates 1,000 MW of coal-fired generation, 163 MW of gas-fired generation and 4 MW of solar generation. Indiana Electric’s newest solar array, which was approved by the IURC in 2018, consists of approximately 150,000 solar panels distributed across 300 acres along Indiana State Road 545 between Troy and New Boston, Indiana. Construction of the 50 MW universal solar array was nearing completion at the end of 2020, and the project was placed in service for southwestern Indiana electric customers in early 2021. Indiana Electric also is party to two purchase power agreements, entitling it to the delivery of up to 80 MW of electricity produced by wind turbines. The energy and capacity secured from Indiana Electric’s available generation resources are utilized primarily to serve the needs of retail electric customers residing within Indiana Electric’s franchised service territory. Costs of operating Indiana Electric’s generation facilities are recovered through IURC-approved base rates as well as periodic rate recovery mechanisms including the CECA, DSMA, ECA, FAC, MCRA, and RCRA Mechanism and TDSIC.mechanism. Costs that are deemed unreasonable or imprudent by the IURC may not be recoverable through retail electric rates. Indiana Electric also receives revenues from the MISO to compensate it for benefits the generation facilities provide to the transmission system. Proceeds from the sales of energy from Indiana Electric’s generation facilities that exceed the requirements of retail customers are shared by Indiana Electric and retail electric customers.

The generation facilities owned and operated by Indiana Electric are subject to various environmental regulations enforced by the EPA and the IDEM. OperationOperations of Indiana Electric’s generation facilities are subject to regulation by the EPA and the IDEM as it pertains to the discharge of constituents from the generation facilities. For further discussion, see “Our Business — Environmental Matters” below.

11For a discussion of Indiana Electric’s ongoing regulatory proceedings, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Regulatory Matters” in Item 7 of Part II of this report, which discussion is incorporated herein by reference.


State and Local Regulation – Natural Gas (CenterPoint Energy and CERC)

In almost all communities in which CenterPoint Energy’s and CERC’s Natural Gas provides natural gas distribution services, they operate under franchises, certificates or licenses obtained from state and local authorities. The original terms of the franchises, with various expiration dates, typically range from 20 to 30 years, although franchises in Arkansas are perpetual.years. CenterPoint Energy’s and CERC’s Natural Gas expects to be able to renew expiring franchises. In most cases, franchises to provide natural gas utility services are not exclusive.

Substantially all of CenterPoint Energy’s and CERC’s Natural Gas is subject to cost-of-service rate regulation by the relevant state public utility commissions and, in Texas, by those municipalities that have retained original jurisdiction. In certain of the jurisdictions in which they operate, CenterPoint Energy’s and CERC’s Natural Gas has annual rate adjustment mechanisms that provide for changes in rates dependent upon certain changes in invested capital, earned returns on equity or actual margins realized.
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For a discussion of certain of CenterPoint Energy’s and CERC’s Natural Gas’ ongoing regulatory proceedings, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Regulatory Matters” in Item 7 of Part II of this report, which discussion is incorporated herein by reference.

Department of Transportation (CenterPoint Energy and CERC)
WeCenterPoint Energy and CERC are subject to regulation by PHMSA under the NGPSA and the HLPSA. The NGPSA delegated to PHMSA through DOT the authority to regulate gas pipelines. The HLPSA delegated to PHMSA through DOT the authority to develop, prescribe and enforce federal safety standards for the transportation of hazardous liquids by pipeline. Every four years PHMSA is up for reauthorization by Congress and with that reauthorization comes changes to the legislative requirements that Congress sets forth for the oversight of natural gas and hazardous liquid pipelines. In 2020, the PipesPIPES Act was enacted. The PipesPIPES Act reauthorized PHMSA through 2023 and imposed a few new mandates on the agency. The law establishes a PHMSA technology pilot, authorizes a new idled pipe operating status and contains process protections for operators during PHMSA enforcement proceedings. There are no self-enacting portionsSection 114 of this actthe PIPES Act is a self-mandating rule for natural gas pipeline operations like CERC’s that impact our assets.focuses on processes and procedures to eliminate or reduce emissions during normal operations. Further, Section 113 of the PIPES Act directed PHMSA to develop regulations to require natural gas pipeline operators to implement leak detection and repair programs, as well as requirements for mitigating emissions in operations. A proposed rule was published on May 18, 2023. Additional sections of the PIPES Act directed PHMSA to develop regulations requiring natural gas distribution operators to identify and address specific risks associated with piping materials with known issues. Over-pressurization, extreme weather and geohazards require certain actions associated with emergency response and require operators to identify and maintain certain records associated with system operating characteristics and controls. A proposed rule was published on September 7, 2023. The PIPES Act of 2023 was approved by the House Transportation and Infrastructure Committee on December 6, 2023 to reauthorize PHMSA’s safety programs for the next four years.

In January 2021, PHMSA published a final rule amending the federal Pipeline Safety Regulations to ease regulatory burdens on the construction, operation, and maintenance of gas transmission, distribution, and gathering systems. However, because the PSR Amendments have not yet gone into effect, the Biden administration may review the PSR Amendments and potentially take steps to revise or revoke them. It is uncertain whether the PSR Amendments will go into effect as finalized and what effects the PSR Amendments may have on our operations.

CenterPoint Energy and CERC anticipate that compliance with PHMSA’s regulations, performance of the remediation activities by CenterPoint Energy’s and CERC’s Natural Gas and intrastate pipelines, and verification of records on maximum allowable operating pressure will continue to require increases in both capital expenditures and operating costs. The level of expenditures will depend upon several factors, including age, location and operating pressures of the facilities. In particular, the cost of compliance with the DOT’s integrity management rules will depend on integrity testing and the repairs found to be necessary by such testing. Changes to the amount of pipe subject to integrity management, whether by expansion of the definition of the type of areas subject to integrity management procedures or of the applicability of such procedures outside of those defined areas, may also affect the costs incurred. Implementation by PHMSA of the PIPES Act, in particular Section 113, acts reauthorizing PHMSA or other future acts may result in other regulations or the reinterpretation of existing regulations that could impact compliance costs. In addition, CenterPoint Energy and CERC may be subject to the DOT’s enforcement actions and penalties if they fail to comply with pipeline regulations.

Midstream Investments – Rate and Other Regulation (CenterPoint Energy)
Federal, state, and local regulation of pipeline gathering and transportation services may affect certain aspects of Enable’s business and the market for its products and services, as discussed below.

Interstate Natural Gas Pipeline Regulation

Enable’s interstate pipeline systems—EGT, MRT and SESH—are subject to regulation by the FERC and are considered “natural gas companies” under the NGA. Under the NGA, the rates for service on Enable’s interstate facilities must be just and reasonable and not unduly discriminatory. Rate and tariff changes for these facilities can only be implemented upon approval by the FERC. Enable’s interstate pipelines business operations may be affected by changes in the demand for natural gas, the
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available supply and relative price of natural gas in the Mid-continent and Gulf Coast natural gas supply regions and general economic conditions.

Market Behavior Rules; Posting and Reporting Requirements

The EPAct of 2005 amended the NGA to (i) prohibit market manipulation by any entity; (ii) direct the FERC to facilitate market transparency in the market for the sale or transportation of physical natural gas in interstate commerce; and (iii) significantly increase the penalties for violations of the NGA, the NGPA and FERC rules, regulations or orders thereunder. The anti-manipulation rules apply to interstate gas pipelines and storage companies and intrastate gas pipelines and storage companies that provide interstate services, such as Section 311 service, as well as otherwise non-jurisdictional entities to the extent the activities are conducted “in connection with” gas sales, purchases or transportation subject to FERC jurisdiction. The anti-manipulation rules do not apply to activities that relate only to intrastate or other non-jurisdictional transactions. As a result of the EPAct of 2005, the FERC has the authority to impose civil penalties for violations of these statutes and FERC rules, regulations and orders, up to approximately $1.3 million per day, per violation.

Intrastate Natural Gas Pipeline and Storage Regulation

Intrastate natural gas transportation is largely regulated by the state in which the transportation takes place. An intrastate natural gas pipeline system may transport natural gas in interstate commerce provided that the rates, terms, and conditions of such transportation service comply with Section 311 of the NGPA and Part 284 of the FERC’s regulations. Rates for service pursuant to Section 311 of the NGPA are generally subject to review and approval by the FERC at least once every five years. Failure to observe the service limitations applicable to transportation services provided under Section 311, failure to comply with the rates approved by the FERC for Section 311 service, or failure to comply with the terms and conditions of service established in the pipeline’s FERC-approved Statement of Operating Conditions could result in the assertion of federal NGA jurisdiction by the FERC and/or the imposition of administrative, civil and criminal penalties, as described under “—Market Behavior Rules; Posting and Reporting Requirements” above.

Natural Gas Gathering and Processing Regulation

Section 1(b) of the NGA exempts natural gas gathering facilities from the jurisdiction of the FERC. Although the FERC has not made formal determinations with respect to all of the facilities Enable considers to be natural gas gathering facilities, Enable believes that its natural gas pipelines meet the traditional tests that the FERC has used to determine that a pipeline is a natural gas gathering pipeline and is therefore not subject to FERC jurisdiction. The distinction, however, has been the subject of substantial litigation, and the FERC determines whether facilities are natural gas gathering facilities on a case-by-case basis, so the classification and regulation of Enable’s gathering facilities is subject to change based on future determinations by the FERC, the courts or Congress. If FERC were to consider the status of an individual facility and determine that the facility and/or services provided by it are not exempt from FERC regulation under the NGA and that the facility provides interstate service, then the rates for, and terms and conditions of, services provided by such facility would be subject to regulation by FERC under the NGA or the NGPA.

States may regulate gathering pipelines. State regulation of natural gas gathering facilities generally includes various safety, environmental and, in some circumstances, anti-discrimination requirements, and in some instances complaint-based rate regulation. Enable’s natural gas gathering operations may be subject to ratable take and common purchaser statutes in the states in which they operate.

Enable’s gathering operations could be adversely affected should they be subject in the future to the application of state or federal regulation of rates and services. Enable’s natural gas gathering operations could also be subject to additional safety and operational regulations relating to the design, construction, testing, operation, replacement and maintenance of gathering facilities. CenterPoint Energy cannot predict what effect, if any, such changes might have on Enable’s operations, but the industry could be required to incur additional capital expenditures and increased costs depending on future legislative and regulatory changes.

Interstate Crude Oil Gathering Regulation

Enable’s crude oil gathering systems in the Williston Basin transport crude oil in interstate commerce. Crude oil gathering pipelines that transport crude oil in interstate commerce may be regulated as common carriers by the FERC under the ICA, the Energy Policy Act of 1992, and the rules and regulations promulgated under those laws. The ICA and FERC regulations require that rates for interstate service pipelines that transport crude oil and refined petroleum products (collectively referred to as “petroleum pipelines”) and certain other liquids, be just and reasonable and non-discriminatory or not confer any undue
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preference upon any shipper. FERC regulations also require interstate common carrier petroleum pipelines to file with the FERC and publicly post tariffs stating their interstate transportation rates and terms and conditions of service.

Intrastate Crude Oil and Condensate Gathering Regulation

Enable’s crude oil and condensate gathering system in the Anadarko Basin is located in Oklahoma and is subject to limited regulation by the OCC. Crude oil and condensate gathering systems are common carriers under Oklahoma law and are prohibited from unjust or unlawful discrimination in favor of one customer over another. Additional rules and legislation pertaining to these matters are considered or adopted from time to time. Enable’s crude oil and condensate gathering results of operations and cash flows could be adversely affected should they be subject in the future to the application of state or federal regulation of rates and services.

Safety and Health Regulation

Enable’s pipeline facilities are subject to regulation under federal pipeline safety statutes and comparable state statutes. Federal pipeline safety statutes include the NGPSA, which provides for safety requirements in the design, construction, operation and maintenance of natural gas pipeline facilities, and the HLPSA, which provides for safety requirements for the design, construction, operation and maintenance of hazardous liquids pipelines facilities, including NGL and crude oil pipelines. Enable is also regulated under federal pipeline safety statutes by DOT through PHMSA. PHMSA sets and enforces pipeline safety regulations and standards. PHMSA’s enforcement authority includes the ability to assess civil penalties for violations of pipeline safety regulations. Enable incurs significant costs in complying with federal and state pipeline safety laws and regulations and otherwise administering its pipeline safety program.

ENVIRONMENTAL MATTERS

The following discussion is based on environmental matters in the Registrants’ businesses as of December 31, 2020.2023. The Registrants’ operations and the operations of Enable are subject to stringent and complex laws and regulations pertaining to the environment. As an owner or operator of natural gas pipelines, distribution systems and storage, electric transmission and distribution systems, steam electric and renewable generation systems and the facilities that support these systems, the Registrants must comply with these laws and regulations at the federal, state and local levels. These laws and regulations can restrict or impact the Registrants’ business activities in many ways, including, but not limited to:

restricting the way the Registrants can handle or dispose of wastes, including wastewater discharges and air emissions;
limiting or prohibiting construction activities in sensitive areas such as wetlands, coastal regions or areas inhabited by endangered species;
requiring remedial action and monitoring to mitigate environmental conditions caused by the Registrants’ operations or attributable to former operations;
enjoining the operations of facilities with permits issued pursuant to such environmental laws and regulations; and
impacting the demand for the Registrants’ services by directly or indirectly affecting the use or price of fossil fuels, including, but not limited to, natural gas.

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To comply with these requirements, the Registrants may need to spend substantial amounts and devote other resources from time to time to, among other activities:

construct or acquire new facilities and equipment;
acquire permits for facility operations or purchase emissions allowances;
modify, upgrade or replace existing and proposed equipment; and
decommission or remediate waste management areas, fuel storage facilities and other locations.

Failure to comply with these laws and regulations may trigger a variety of administrative, civil and criminal enforcement measures, including the assessment of monetary penalties, revocation of permits, the imposition of remedial actions and monitoring and the issuance of orders enjoining future operations. Certain environmental statutes impose strict, joint and several liability for costs required to assess, clean up and restore sites where hazardous substances have been stored, disposed or released. Moreover, it is not uncommon for neighboring landowners and other third parties to file claims for personal injury and/or property damage allegedly caused by the release of hazardous substances or other waste products into the environment.

Increasingly, environmental regulation has resulted in more restrictions and limitations on activities that may impact the environment. There can be no assurance as to the amount or timing of future expenditures for environmental compliance or remediation and monitoring, and actual future expenditures may be different from the amounts currently anticipated. The
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Registrants try to anticipate future regulatory requirements that might be imposed and plan accordingly to maintain compliance with changing environmental laws and regulations.

Based on current regulatory requirements and interpretations, the Registrants do not believe that compliance with federal, state or local environmental laws and regulations will have a material adverse effect on their business, financial position, results of operations or cash flows. In addition, the Registrants believe that their current environmental remediation activities will not materially interrupt or diminish their operational ability. The Registrants cannot assure youprovide assurances that future events, such as changes in existing laws, the promulgation of new laws, or the development or discovery of new facts or conditions will not cause them to incur significant costs. The following is a discussion of material current environmental and safety issues, laws and regulations that relate to the Registrants’ operations. The Registrants believe that they are in substantial compliance with these environmental laws and regulations.

Global Climate Change

There is increasing attention being paid in the United States and worldwide to the issue of climate change. As a result, from time to time, regulatory agencies have considered the modification of existing laws or regulations or the adoption of new laws or regulations addressing the emissions of GHG on the state, federal, or international level. SomeOn August 3, 2015, the EPA released its CPP rule, which required a 32% reduction in carbon emissions from 2005 levels. The final rule was published in the Federal Register on October 23, 2015, and that action was immediately followed by litigation ultimately resulting in the U.S. Supreme Court staying implementation of the proposalsrule. On July 8, 2019, the EPA published the ACE rule, which (i) repealed the CPP rule; (ii) replaced the CPP rule with a program that requires states to implement a program of energy efficiency improvement targets for individual coal-fired electric generating units; and (iii) amended the implementing regulations for Section 111(d) of the Clean Air Act. On January 19, 2021, the majority of the ACE rule — including the CPP repeal, CPP replacement, and the timing-related portions of the Section 111(d) implementing rule — was struck down by the U.S. Court of Appeals for the D.C. Circuit and on October 29, 2021, the U.S. Supreme Court agreed to consider four petitions filed by various coal interests and a coalition of 19 states. On June 30, 2022, the U.S. Supreme Court ruled that the EPA exceeded its authority in promulgating the CPP. On May 11, 2023, the EPA announced proposed emission limits and guidelines for carbon dioxide from fossil fuel-fired power plants under Section 111 of the Clean Air Act which, if finalized, apply new GHG performance standards for those existing coal-fired units expected to continue operation beyond December 31, 2029. We will continue to evaluate the applicability of the rule to the existing and new gas-fired generating units, but would note that CenterPoint Energy does not currently have plans to operate any of its coal-fired units beyond December 2029.

The Biden administration recommitted the United States to the Paris Agreement, which has driven a renewed regulatory push to require industrial sourcesfurther GHG emission reductions from the energy sector. On April 22, 2021, President Biden announced new goals of 50% reduction of economy-wide GHG emissions, and 100% carbon-free electricity by 2035, which formed the basis of the United States’ commitments announced in Glasgow, and most recently the international climate negotiations held in Dubai, and concluded in December 2023, included for the first time language in the agreement to meet stringent new standards that would require substantial reductions“transition away from fossil fuels” so as to achieve net zero emissions by 2050.

In September 2021, CenterPoint Energy announced its net zero emissions goals for both Scope 1 emissions and certain Scope 2 emissions by 2035 as well as a goal to reduce certain Scope 3 emissions by 20% to 30% by 2035. Because Texas is an
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unregulated market and customers choose their generation providers, CenterPoint Energy’s Scope 2 estimates do not take into account Texas electric transmission and distribution assets in the line loss calculation and, in addition, exclude emissions related to purchased power in Indiana between 2024 and 2026 as estimated. CenterPoint Energy’s Scope 3 emissions estimates are based on the total natural gas supply delivered to residential and commercial customers as reported in the U.S. Energy Information Administration (EIA) Form EIA-176 reports and do not take into account the emissions of transport customers and emissions related to upstream extraction. These emission goals are expected to be used to position CenterPoint Energy to comply with anticipated future regulatory requirements from the current and future administrations to further reduce GHG emissions. For more information regarding CenterPoint Energy’s net zero and carbon emission reduction goals and their related risks, see “Risk Factors — Risk Factors Affecting Regulatory, Environmental and Legal Risks — CenterPoint Energy is subject to operational and financial risks ...” CenterPoint Energy’s and CERC’s revenues, operating costs and capital requirements could be adversely affected as a result of any regulatory action that would require installation of new control technologies or a modification of their operations or would have the effect of reducing the consumption of natural gas. One such rule,The IRA established the ACE Rule,Methane Emissions Reduction Program, which was finalized byimposes a charge on methane emissions from certain natural gas transmission facilities, and on December 2, 2023, the EPA finalized rules that target reductions in 2019, would have required statesmethane emissions, which are likely to establish heat rate performance standards for steam electric generating facilities. However, on January 19, 2021, the U.S. District Courtincrease costs related to production, transmission and storage of Appeals for the District of Columbia struck down the ACE Rule. The Biden administration recommitted the United States to the Paris Agreement, which can be expected to drive a renewed regulatory push to require further GHG emission reductions from the energy sector. Shortly after taking office in January 2021, President Biden issued a series of executive orders designed to address climate change. President Biden has also signed an executive order requiring agencies to review environmental actions taken by the Trump administration, which would have included the ACE Rule, and the Biden administration has issued a memorandum to departments and agencies to refrain from proposing or issuing rules until a departmental or agency head appointed or designated by the Biden administration has reviewed and approved the rule. Reentry into the Paris Agreement and President Biden’s executive orders may result in the development of additional regulations or changes to existing regulations.

natural gas. Houston Electric, in contrast to some electric utilities including Indiana Electric, does not generate electricity, other than TEEEF, and thus is not directly exposed to the risk of high capital costs and regulatory uncertainties that face electric utilities that burn fossil fuels to generate electricity. Nevertheless, CenterPoint Energy’s net zero emissions goals are aligned with Indiana Electric’s generation transition plan and are expected to position Indiana Electric to comply with anticipated future regulatory requirements related to GHG emissions reductions. Nevertheless, Houston Electric’s and Indiana Electric’s revenues could be adversely affected to the extent any resulting regulatory action has the effect of reducing consumption of electricity by ultimate consumers within Houston Electric’stheir respective service territory.territories. Likewise, incentives to conserve energy or to use energy sources other than natural gas could result in a decrease in demand for the Registrants’ services. For example, Minnesota has enacted the Natural Gas Innovation Act that seeks to provide customers with access to renewable energy resources and innovative technologies, with the goal of reducing GHG emissions.Further, certain local government bodies have introduced or are considering requirements and/or incentives to reduce energy consumption by certain specified dates. For example, Minneapolis has adopted carbon emission reduction goals in an effort to decrease reliance on fossil natural gas. Additionally, cities in Minnesota within CenterPoint Energy’s Natural Gas operational footprint are considering initiatives focused on electrification that could eliminate natural gas use in buildings. Also, Minnesota cities may consider seeking legislative authority for the ability to enact voluntary enhanced energy standards for all development projects. These initiatives could have a significant impact on CenterPoint Energy and its operations, and this impact could increase if other cities and jurisdictions in its service area enact similar initiatives. Further, our third-party suppliers, vendors and partners may also be impacted by climate change laws and regulations, which could impact CenterPoint Energy’s business by, among other things, causing permitting and construction delays, project cancellations or increased project costs passed on to CenterPoint Energy. Conversely, regulatory actions that effectively promote the consumption of natural gas because of its lower emissions characteristics would be expected to beneficially affectbenefit CenterPoint Energy and CERC and their natural gas-related businesses. At this point in time, however, it would be speculative to try towe cannot quantify the magnitude of the impacts from possible new regulatory actions related to GHG emissions, either positive or negative, on the Registrants’ businesses. On March 1, 2020,

Compliance costs and other effects associated with climate change, reductions in GHG emissions and obtaining renewable energy sources remain uncertain. Although the amount of compliance costs remains uncertain, any new regulation or legislation relating to climate change will likely result in an increase in compliance costs. While the requirements of a federal or state rule remain uncertain, CenterPoint Energy announced corporatewill continue to monitor regulatory activity regarding GHG emission standards that may affect its business. Currently, CenterPoint Energy does not purchase carbon emissioncredits. In connection with its net zero emissions goals, which are expectedCenterPoint Energy expects to purchase carbon credits in the future; however, CenterPoint Energy does not currently expect the number of credits, or cost for those credits, to be used to guide Indiana Electric’s transition to a low carbon fleet and position Indiana Electric to comply with anticipated regulatory requirements to further reduce GHG emissions from its electric fleet.material.

To the extent climate changes may occur and such climate changes result in warmer temperatures in the Registrants’ or Enable’s service territories, financial results from the Registrants’ and Enable’s businesses could be adversely impacted. For example, CenterPoint Energy’s and CERC’s Natural Gas could be adversely affected through lower natural gas sales and Enable’s natural gas gathering, processing and transportation and crude oil gathering businesses could experience lower revenues.sales. On the other hand, warmer temperatures in CenterPoint Energy’s and Houston Electric’s electric service territory may increase revenues from transmission and distribution and generation through increased demand for electricity for cooling. Another possible result of climate change is more frequent and more severe weather events, such as hurricanes, tornadoes and flooding. Since many of the Registrants’ facilities are located along or near the Gulf Coast,Texas gulf coast, increased or more severe hurricanes or tornadoes could increase costs to repair damaged facilities and restore service to customers. When the Registrants cannot deliver electricity or natural gas to customers, or customers cannot receive services, the Registrants’ financial results can be impacted by lost revenues, and they generally must seek approval from regulators to recover restoration costs. To the extent the Registrants are unable to recover those costs, or if higher rates resulting from recovery of such costs result in reduced demand for services, the Registrants’ future financial results may be adversely impacted.

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Air Emissions

The Registrants’ operations are subject to the federal Clean Air Act and comparable state laws and regulations. These laws and regulations regulate emissions of air pollutants from various industrial sources, including electric generating facilities and natural gas processing plants and compressor stations, and also impose various monitoring and reporting requirements. Such laws and regulations may require pre-approval for the construction or modification of certain projects or facilities expected to produce air emissions or result in the increase of existing air emissions. The Registrants may be required to obtain and strictly comply with air permits containing various emissions and operational limitations, or utilize specific emission control technologies to limit emissions. Failure to comply with these requirements could result in monetary penalties, injunctions, conditions or restrictions on operations, and potentially criminal enforcement actions. The Registrants may be required to incur certain capital expenditures in the future for air pollution control equipment in connection with obtaining and maintaining operating permits and approvals for air emissions.

Water Discharges

The Registrants’ operations are subject to the Federal Water Pollution Control Act of 1972, as amended, also known as the Clean Water Act, and analogous state laws and regulations. These laws and regulations impose detailed requirements and strict controls regarding the discharge of pollutants into waters of the United States. The unpermitted discharge of pollutants, including discharges resulting from a spill or leak incident, is prohibited. The Clean Water Act and regulations implemented thereunder also prohibit discharges of dredged and fill material into wetlands and other waters of the United States unless authorized by an appropriately issued permit. Any unpermitted release of petroleum or other pollutants from the Registrants’ pipelines or facilities could result in fines or penalties as well as significant remedial obligations.

Waters of the United States

Under the Obama administration, the EPA promulgated a set of rules that included a comprehensive regulatory overhaul of defining “waters of the United States” for the purposes of determining federal jurisdiction. The Trump administration signaled its intent to repeal and replace the Obama-era rules. In accordance with this intent, the EPA promulgated a rule in early 2018 that postponed the effectiveness of the Obama-era rules until 2020. Thereafter, the EPA proposed a new set of rules that would narrow the Clean Water Act’s jurisdiction, which were finalized on April 21, 2020. Environmental stakeholdersThat set of rules was vacated by decisions in the U.S. federal district courts in New Mexico and certain states have filed challengesArizona, and on November 18, 2021, the EPA released a proposal to reestablish the new rule. Shortly after taking office in January 2021, President Biden signed an executive order requiring agencies to review environmental actions taken by the Trump administration, including the April 2020 rule, but the nature and extentpre-2015 definition of any revisions to these rules that may be sought is uncertain at this time. The potential impact of the litigation or further revisions to the “waters of the United States” regulationswhich will become effective upon finalization and publication. On December 30, 2022, the EPA and the U.S. Army Corps of Engineers announced the final “Revised Definition of ‘waters of the United States”’ rule, which was published on January 18, 2023 and became effective on March 20, 2023. However, on May 25, 2023, the Registrants’ business, liabilities, compliance obligations or profitsU.S. Supreme Court issued a decision limiting the scope of federal jurisdiction over wetlands, and revenues is uncertain at this time.on August 29, 2023, the EPA issued a final rule that seeks to conform with the U.S. Supreme Court decision.

ELG

In 2015, the EPA finalized revisions to the existing steam electric wastewater discharge standards which set more stringent wastewater discharge limits and effectively prohibited further wet disposal of coal ash in ash ponds. These new standards are applied at the time of permit renewal and an affected facility must comply with the wastewater discharge limitations no later than December 31, 2023, and the prohibition of wet sluicing of bottom ash no later than December 31, 2025. In February 2019, the IURC approved Indiana Electric’s ELG compliance plan for its F.B. Culley Generating Station, which was completed in a timely manner and Indiana Electric is currently finalizing itsin compliance with the requirements of ELG compliance plan for the remainder of its affected units as part of its ongoing IRP process..

Cooling Water Intake Structures

Section 316 of the federal Clean Water Act requires steam electric generating facilities use “best technology available” to minimize adverse environmental impacts on a body of water. In May 2014, the EPA finalized a regulation requiring installation of “best technology available” to mitigate impingement and entrainment of aquatic species in cooling water intake structures. Indiana Electric is currently completing the required ecological studies and anticipates timely compliance in 2021-2022.2025.

Hazardous Waste

The Registrants’ operations generate wastes, including some hazardous wastes, that are subject to the federal RCRA, and comparable state laws, which impose detailed requirements for the handling, storage, treatment, transport and disposal of hazardous and solid waste. RCRA currently exempts many natural gas gathering and field processing wastes from classification
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as hazardous waste. Specifically, RCRA excludes from the definition of hazardous waste waters produced and other wastes associated with the exploration, development or production of crude oil and natural gas. However, these oil and gas exploration
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and production wastes are still regulated under state law and the less stringent non-hazardous waste requirements of RCRA. Moreover, ordinary industrial wastes such as paint wastes, waste solvents, laboratory wastes and waste compressor oils may be regulated as hazardous waste. The transportation of natural gas in pipelines may also generate some hazardous wastes that would be subject to RCRA or comparable state law requirements.

Coal Ash

Indiana Electric has three ash ponds, two at the F.B. Culley facility (Culley East and Culley West) and one at the A.B. Brown facility. In 2015, the EPA finalized its CCR Rule, which regulates coal ash as non-hazardous material under the RCRA. The final rule allows beneficial reuse of ash, and the majority of the ash generated by Indiana Electric’s remaining generating plantsunits will continue to be beneficially reused. The EPA continues to propose amendments to the CCR Rule; however, under the CCR Rule as it is currently in effect, Indiana Electric is required to perform integrity assessments, including ground water monitoring, at its F.B. Culley and A.B. Brown generating stations. The ground water studies arewere necessary to determine the remaining service life of the ponds and whether a pond must be retrofitted with liners or closed in place. Preliminary groundwaterGroundwater monitoring indicates potential groundwater impacts very closeadjacent to Indiana Electric’s ash impoundments, and further analysis is ongoing.Theongoing. The CCR Rule required companies to complete location restriction determinations by October 18, 2018. Indiana Electric completed its evaluation and determined that one F.B. Culley pond (Culley East) and the A.B. Brown pond fail the aquifer placement location restriction. As a result of this failure, Indiana Electric iswas required to cease disposal of new ash in the ponds and commence closure of the ponds by April 11, 2021. Indiana Electric plans to seekfiled timely requests for extensions available under the CCR Rule that would allow Indiana Electric to continue to use the ponds through October 15, 2023. The inability to take these extensions may result in increasedOn January 22, 2021, Indiana Electric received letters from the EPA for both the F.B. Culley and potentially significant operational costs in connection with the accelerated implementation of an alternative ash disposal system or adversely impactA.B. Brown facilities that determined Indiana Electric’s future operations. Failureextension submittals complete and extended the compliance deadline of April 11, 2021 until the EPA issues a final decision on the extension requests. On October 5, 2022, SIGECO received a proposed conditional approval of its extension request for the A.B. Brown facility. Both the Culley East and A.B. Brown facility have been taken out of service in a timely manner per the commitments made to comply with these requirements could also resultthe EPA in an enforcement proceeding, including the imposition of fines and penalties. extension requests filed for both ponds.The Culley West pond was closed under CCR provisions applicable to inactive ponds, and closure activities were completed in December 2020. For further discussion about Indiana Electric’s ash ponds, please see Note 16(e)15(d) to the consolidated financial statements.

On May 18, 2023, the EPA issued a proposed revision to the CCR rule that could potentially expand the scope of units regulated under the federal CCR rule (the CCR “Legacy” rule). The CCR Legacy rule seeks to include legacy CCR surface impoundments (inactive surface impoundments at inactive generating facilities) as well as new “CCR management units” at active or inactive facilities otherwise subject to federal CCR regulations. The potential impact of the CCR Legacy rule is uncertain at this time, and if finalized could require Registrant to conduct additional CCR investigations.

Liability for Remediation

CERCLA, also known as “Superfund,” and comparable state laws impose liability, without regard to fault or the legality of the original conduct, on certain classes of persons responsible for the release of “hazardous substances” into the environment. Classes of PRPs include the current and past owners or operators of sites where a hazardous substance was released and companies that disposed or arranged for the disposal of hazardous substances at offsite locations such as landfills. Although petroleum, as well as natural gas, is expressly excluded from CERCLA’s definition of a “hazardous substance,” in the course of the Registrants’ ordinary operations they do, from time to time, generate wastes that may fall within the definition of a “hazardous substance.” CERCLA authorizes the EPA and, in some cases, third parties to take action in response to threats to the public health or the environment and to recover the costs they incur from the responsible classes of persons. Under CERCLA, the Registrants could potentially be subject to joint and several liability for the costs of cleaning up and restoring sites where hazardous substances have been released, for damages to natural resources, and for associated response and assessment costs, including for the costs of certain health studies.

Liability for Preexisting Conditions

For information about preexisting environmental matters, please see Note 16(e)15(d) to the consolidated financial statements.

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HUMAN CAPITAL

CenterPoint Energy believes its employees are critical components to safely delivering electricity and natural gas across its service territories and seeks to create a diverse, equitable, inclusive and safe work environment. CenterPoint Energy’s core values—safety, integrity, accountability, initiative and respect—guide how it makes decisions and provide the foundation for a strong culture of ethics where employees are responsible for upholding these values and following CenterPoint Energy’s Ethics and Compliance Code.
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The following table sets forth the number of employees by Registrant and reportable segment as of December 31, 2020:2023:
Number of EmployeesNumber of Employees Represented by Collective Bargaining Groups
Number of EmployeesNumber of EmployeesNumber of Employees Represented by Collective Bargaining Groups
Reportable SegmentReportable SegmentCenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERCReportable SegmentCenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERC
ElectricElectric3,124 2,697 — 1,665 1,442 — 
Natural GasNatural Gas4,048 — 3,327 1,656 1,184 
Corporate and Other2,369 — — 122 — 
Corporate and Other (1)
TotalTotal9,541 2,697 3,327 3,443 1,442 1,184 
(1)Employees in the Corporate and Other segment provide services to the Electric and Natural Gas segments and the costs of these services have been charged directly to the Electric and Natural Gas segments using assignment methods that management believes are reasonable. For further information, see Note 19 to the consolidated financial statements.

CenterPoint Energy’s workforce includes 3,501 employees represented by collective bargaining agreements. For information about the status of collective bargaining agreements, see Note 8(j) to the consolidated financial statements.

Recruiting, TrainingTalent Attraction, Development and Development.Retention. CenterPoint Energy’s human capital priorities include attracting, retaining and developing high performing talent through its talent management activities. CenterPoint Energy endeavors to maintain a workforce reflective of the available workforce inwithin the United Statescommunities we serve by attracting quality candidates through its recruitment and selection processes, with the goal of creating a work environment in which every employee is engaged,engaged; aligned with CenterPoint Energy’s visionstrategy, goals and valuespriorities; and understands how they contribute to its long-term performance. CenterPoint Energy recruits qualified employees regardless of race, gender, color, sexual orientation, age, religion, or physical or mental disability. The talent acquisition team has an increased focus with local partnerships to strategically impact all the local communities being served. This continues to include SERJobs, Houston Area Urban League, Work Texas, Wesley Community Center, Historically Black Colleges and Universities, Hispanic Serving Institutions, and a more robust college partnership in all six states in alignment with CenterPoint Energy Foundation initiatives.

CenterPoint Energy takes a strategic approach to attracting, retaining, and developing its workforce. CenterPoint Energy’s strategy combines succession planning along with internal talent development as essential elements of overall workforce development strategy. To support its commitment to safely and reliably delivering electricity and natural gas, CenterPoint Energy focuses on the continuous development of its greatest assets, its employees, building a motivatedsustainable leadership pipeline. To meet the business's future needs, CenterPoint Energy’s goal is to create great leaders capable of developing their employees, while supporting the business goals and skilled workforce,maintaining a high-performing workforce.CenterPoint Energy has a number of tools for leadership and employee development that expand opportunities available to employees. CenterPoint Energy conducts regular talent discussions, including succession planning with all levels of leadership to provide business continuity and identify its future leaders and opportunities. CenterPoint Energy invests in employee development throughout the year to align performance to business needs, drive development planning and contribute to career development by providing resourcesprogression. CenterPoint Energy’s processes and opportunitiesprogress are reviewed regularly for its employees to develop skills and competencies to operate the business safely, meet customer expectations and identify opportunities for innovation.continuous improvement.

Diversity, Equity and Inclusion. CenterPoint Energy is dedicated to advancing an inclusive culture and work environment, free from discrimination of any kind, where business results are achieved through the skills, abilities and talents of a diverse workforce. In 2020,2023, CenterPoint Energy’s DE&I Council continued to focus on the strategic pillars of employee engagement, community and giving, supplier diversity and sustainability, talent acquisition, and customer focus. The DE&I Council has approved eight ERGs with a 123% increase in events that garnered an 87% increase in employee engagement from 2022 to 2023. The ERG events range from professional development podcasts to wellness learnings which are all aligned with CenterPoint Energy’s objectives. These events are available to the employee population. In 2023, CenterPoint Energy established a company-wide diversity and inclusion councilemployees continued to provide governancebe recognized locally, regionally and oversight of its diversity and inclusion efforts and continues to enhance its diversity and inclusion policies.nationally for enterprise-wide inclusive initiatives. As of December 31, 2020,2023, CenterPoint Energy’s workforce was 36%42% racially and/or ethnically diverse. Certain members of
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CenterPoint Energy’s executive management team have a negative-only modifier related to diversity metrics that could reduce their short-term incentive compensation.

Compensation and Benefits. CenterPoint Energy is committed to providing market-competitiveits employees with competitive pay and benefits. Its compensation philosophy is to maintain employee total compensation that is competitive with the relevant markets, internally equitable, and based on CenterPoint Energy’scompany and the employee’s individual performance. CenterPoint Energy believes such pay practicesexpects that this will enable it to attract, motivate and retain employees with the skills and competencies necessary to achieve its business strategy. To supplementIn addition to competitive compensation, CenterPoint Energy provides its competitive base compensation, additional programs include short-termemployees with a robust, comprehensive benefits package designed to help employees stay healthy, care for their families, plan for the future and long-term incentive plans,enjoy peace of mind. The benefits package includes medical, dental, vision, life, disability and accidental insurance coverage; retirement, andcompany match savings plans, including company matching, healthcare and insurance benefits, disability coverage,plans; paid time off, family leave, well-being and employee assistance programs, among other benefits.programs. The employee wellness resources encompass support for mental, financial and physical health.

Workforce Health and Safety. CenterPoint Energy is committed to the health and safety of its employees, customers and business counterparties. Under its Safety Forward approach, safety is the responsibility of all employees. CenterPoint Energy has established a structured employee safety onboarding and development plan through its learning and development platform, offering safety and technical training courses focused on driving, worker safety and safety culture as well as other safety programs designed to encourage employee participation. Key safety metrics include Days Away, Restricted or Transferred (DART) and preventable vehicle incident rate, among other metrics. In response to the COVID-19 pandemic as a critical service provider, CenterPoint Energy implemented precautionary measures to keep its employees who operate its business safe and informed. For additional discussion regarding CenterPoint Energy’s COVID-19 response, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Events—COVID-19 Impacts” in Item 7 of this combined report on Form 10-K.

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INFORMATION ABOUT OUR EXECUTIVE OFFICERS
(as of February 19, 2021)12, 2024)
NameAgeTitle
Milton Carroll70Executive Chairman
David J. Lesar67President and Chief Executive Officer
Jason P. Wells4346President and Chief Executive Officer
Christopher A. Foster45Executive Vice President and Chief Financial Officer
Scott E. Doyle49Executive Vice President, Natural Gas
Gregory E. Knight53Executive Vice President, Customer Transformation and Business Services
Kenneth M. Mercado58Executive Vice President, Electric Operations
Kristie L. Colvin56Senior Vice President and Chief Accounting Officer
Lynne Harkel-Rumford6467SeniorExecutive Vice President and Chief Human Resources Officer
Monica Karuturi4245SeniorExecutive Vice President and General Counsel
Jason M. Ryan4548SeniorExecutive Vice President, Regulatory Services and Government Affairs
Darin Carroll47Senior Vice President, Natural Gas Business
Lynnae Wilson48Senior Vice President, Electric Business

Milton Carroll has served on the Board of Directors of CenterPoint Energy or its predecessors since 1992. He has served as Executive Chairman of CenterPoint Energy since June 2013 and as Chairman from September 2002 until May 2013. Mr. Carroll has served as a director of Halliburton Company since 2006. He has served as a director of Health Care Service Corporation since 1998 and as its chairman since 2002. He previously served as a director of Western Midstream Holdings, LLC, the general partner of Western Midstream Partners, LP, from February 2019 to August 2019, Western Gas Holdings, LLC, the general partner of Western Gas Partners, LP, from 2008 to February 2019, LyondellBasell Industries N.V. from July 2010 to July 2016 as well as LRE GP, LLC, the general partner of LRR Energy, L.P., from November 2011 to January 2014.

David J. Lesar has served as a director since May 2020 and President and Chief Executive Officer of CenterPoint Energy since July 2020. He served as interim Chief Executive Officer of Health Care Service Corporation, the largest privately held health insurer in the United States, from July 2019 through June 1, 2020 and a director from 2018 to July 2020. Prior to joining Health Care Services Corporation, Mr. Lesar served as the Chairman of the Board and Chief Executive Officer of Halliburton Company from 2000 to 2017 and as its Executive Chairman of the Board from June 2017 until December 2018. Mr. Lesar joined Halliburton in 1993 and served in a variety of other roles, including executive vice president of Finance and Administration for Halliburton Energy Services, a Halliburton business unit, Chief Financial Officer of Halliburton from 1995 through May 1997 and President and Chief Operating Officer from May 1997 through August 2000. He has also served on the board of directors of several companies, most recently Agrium, Inc. as well as Lyondell Chemical Co., Southern Co., Cordant Technologies and Mirant.

Jason P. Wells has served as President and Chief Executive Officer of CenterPoint Energy and a member of the Board of Directors of CenterPoint Energy since January 5, 2024. Previously he served as President and Chief Operating Officer of CenterPoint Energy from May 2023 to January 2024; as President, Chief Operating Officer and Chief Financial Officer of CenterPoint Energy from January 2023 to May 2023; and as Executive Vice President and Chief Financial Officer of CenterPoint Energy sincefrom September 2020.2020 to December 2022. Prior to joining CenterPoint Energy, Mr. Wells served as Executive Vice President and Chief Financial Officer of PG&E Corporation, a publicly traded electric utility holding company serving approximately 16 million customers in Northern and Central California through its subsidiary Pacific Gas and Electric Company, from June 2019 to September 2020. He previously served as Senior Vice President and Chief Financial Officer of PG&E Corporation from January 2016 to June 2019 and as Vice President, Business Finance of Pacific Gas and Electric Company from August 2013 to January 2016. PG&E Corporation filed Chapter 11 bankruptcy on January 29, 2019 and successfully emerged from bankruptcy on July 1, 2020. He also served in various finance and accounting roles of increasing responsibility at Pacific Gas and Electric Company. Mr. Wells servedearned his bachelor’s degree and master’s degree in accounting, both from the University of Florida. He is a certified public accountant. Mr. Wells serves on the board of directorsExecutive Committee and Board for the Greater Houston Partnership, Bauer College Board of the San Francisco-Marin Food BankC.T. Bauer College of Business at the University of Houston, the Advisory Board of the Kinder Institute for Urban Research at Rice University, and Habitat for Humanity Greater San Francisco.the Boards of Central Houston, Inc. and M.D. Anderson Cancer Center.

Scott E. Doyle has served as Executive Vice President, Natural Gas of CenterPoint Energy since April 2019. With more than 25 years of utility industry experience, he previously served as Senior Vice President, Natural Gas Distribution from March 2017 to April 2019; Senior Vice President, Regulatory and Public Affairs from February 2014 to March 2017; as Division Vice President, Rates and Regulatory from April 2012 to February 2014; and as Division Vice President, Regional Operations from March 2010 to April 2012. Mr. Doyle currently serves on the boards of Goodwill Industries of Houston, American Gas Association, Southern Gas Association, Central Indiana Corporate Partnership, Evansville Regional Business Council and the American Gas Foundation. He also serves on the Engineering Advisory Council of Texas A&M University. He previously served on the boards of the Texas Gas Association and the Association of Electric Companies of Texas.

Gregory E. KnightChristopher A. Foster has served as Executive Vice President Customer Transformation and Business Services of CenterPoint Energy since August 2020. Mr. Knight most recently served as Chief Customer Officer of National Grid from September 2019 to August 2020. He previously served as Senior Vice President and Chief Customer Officer of CenterPoint
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Energy from September 2014 to September 2019. Mr. Knight has over 25 years of experience in customer-focused operations, including in various leadership roles. He has served as a director of Pentair, plc, a publicly traded residential and commercial water treatment company, since January 2021. He currently serves on board of directors of Communities in Schools of Houston and Blueprint Houston. Mr. Knight is also active in several industry associations, including the American Gas Association, Edison Electric Institute and Southern Gas Association, where he serves on marketing, communications and customer solutions committees.

Kenneth M. Mercado has served as Executive Vice President, Electric Operations of CenterPoint Energy since December 2020. He previously served as Senior Vice President, Electric Operations from August 2020 to December 2020; as Senior Vice President, Electric Operations and Technology from February 2020 to August 2020; as Chief Integration Officer from May 2018 to February 2020; as Senior Vice President, Electric Operations from February 2014 to May 2018; and as Division Senior Vice President, Grid and Market Operations from January 2012 to February 2014 in addition to other key positions at CenterPoint Energy focusing on Electric Operations technology and logistics. Mr. Mercado serves on the board of the Research Advisory Counsel at the Electric Power Research Institute, the Advisory Board at Texas A&M Smart Grid Coalition, the Engineering Leadership Board at the University of Houston as well as the board of directors of the United Way of Greater Houston and the Center for Houston’s Future. He is also the past chair of the board of directors of the Southeastern Electric Exchange and March of Dimes in Houston as well as a former board member of the Electric Reliability Council of Texas (ERCOT) and the Greater Houston Chapter of the American Red Cross.

Kristie L. Colvin has served as Senior Vice President and Chief AccountingFinancial Officer of CenterPoint Energy since September 2014. In addition to this role, she recentlyMay 2023. Previously, has served as Interim Executive Vice President and Chief Financial Officer of PG&E Corporation, a publicly traded electric utility holding company serving customers in Northern and Central California through its subsidiary Pacific Gas and Electric Company, since March 2021. He previously served in various positions of increasing responsibilities at PG&E since 2011, including as Vice President and Interim Chief Financial Officer from AprilSeptember 2020 to March 2021, and Vice President, Treasury and Investor Relations from March 2020 to September 2020. Prior to these positions, Ms. Colvin served inPG&E Corporation filed Chapter 11 bankruptcy on January 29, 2019 and successfully emerged from bankruptcy on July 1, 2020. He earned his bachelor’s degree from Michigan State University. Mr. Foster serves on the Board of Exploratorium, a number of roles with CenterPoint EnergySan Francisco-based science and its predecessor companies over the last 30 years, including as Division Vice President, Finance Regulated Operations, from July 2010 to September 2014, in addition to other various positions of increasing responsibility in accounting, strategic and financial planning and regulatory relations.technology museum.

Lynne Harkel-Rumford has served as SeniorExecutive Vice President and Chief Human Resources Officer of CenterPoint Energy since July 2020.January 2022. With over 30 years of experience in compensation and benefits matters, Ms. Harkel-Rumford previously served as Senior Vice President and Chief Human Resources Officer from July 2020 to January 2022; Vice President, Total Rewards and Technology from September 2014 to July 20202020; and as Associate General Counsel from April 2007 to September 2014. Ms. Harkel-Rumford currently serves on the advisory board of directors of Target Hunger in Houston.Houston assisting with Board governance.
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Monica Karuturi has served as SeniorExecutive Vice President and General Counsel of CenterPoint Energy since July 2020.January 2022. She previously served as Senior Vice President and General Counsel from July 2020 to January 2022; Senior Vice President and Deputy General Counsel from April 2019 to July 2020; as Vice President and Associate General Counsel - Corporate and Securities from October 2015 to April 2019; and as Associate General Counsel - Corporate from September 2014 to October 2015. Prior to joining CenterPoint Energy, Ms. Karuturi served as counsel for LyondellBassellLyondellBasell Industries for corporate and finance matters and strategic transactions. Ms. Karuturi was appointed as a Commissioner of the Texas Access to Justice Commission by the Texas Supreme Court in June 2015 and she isserved in this capacity until June 2021. She currently a memberserves as Chair of the Legal Services to the Poor in Civil Matters Committee of the TexasHouston Bar Association. Ms. Karuturi also serves on the Advisory Council of the Tahirih Justice Center.Foundation.

Jason M. Ryan has served as SeniorExecutive Vice President, Regulatory Services and Government Affairs of CenterPoint Energy since July 2020.January 2022. He previously served as Senior Vice President, Regulatory Services and Government Affairs from July 2020 to January 2022; Senior Vice President and General Counsel from April 2019 to July 2020; as Senior Vice President, Regulatory and Government Affairs from February 2019 to April 2019; as Vice President of Regulatory and Government Affairs and Associate General Counsel from March 2017 to February 2019; and as Vice President and Associate General Counsel from September 2014 to March 2017. He was appointed to the Texas Diabetes Council by Texas Governor Perry in 2013 for a term ending in 2019; he was reappointed by Texas Governor Abbott in 2019 for a term ending in 2025. Mr. Ryan currently serves on the boards of the Houston Bar Foundation, the Texas Gulf Coast Chapter of the Leukemia and Lymphoma SocietyLone Star Flight Museum and the Association of Electric Companies of Texas.Texas and on the advisory board of the Strategic AI Program at Houston Christian University. He also serves on the executive committee of the legal committee of the American Gas Association.

Darin Carroll has served as Senior Vice President, Natural Gas Business of CenterPoint Energy since January 2023. He previously served as Senior Vice President, Operations Support from January 2022 to January 2023 and as Vice President, Operations Support from February 2019 to January 2022. Prior to Vectren’s acquisition by CenterPoint Energy, Mr. Carroll served as Director, Operations from February 2014 to February 2019 of Vectren. Mr. Carroll currently serves on the Executive Committee and Board of Directors of the Junior Achievement of Southeast Texas, and the Boards of Directors of the American Gas Association and Southern Gas Association. He has also previously been on the Board of Directors of Guardianship Services of Southwestern Indiana and a member of the Indiana Energy Association Gas Operations Committee, Midwest Energy Association Electric Operations Steering Committee, and American Gas Association Field Operations Committee. He earned a bachelor’s degree from the University of Southern Indiana in Evansville, Indiana.

Lynnae Wilson has served as Senior Vice President, Electric Business of CenterPoint Energy since January 2023. She previously served as Senior Vice President, Houston Electric from January 2022 to January 2023; as Senior Vice President, High Voltage Operations from August 2020 to January 2022; and as Chief Business Officer, Indiana Electric, from February 2019 to August 2020. Prior to Vectren’s acquisition by CenterPoint Energy, Ms. Wilson served as Vice President, Energy Delivery from June 2016 to February 2019 of Vectren. Ms. Wilson currently serves on the Board of the United Way of Greater Houston and previously served on the Board of ReliabilityFirst Corporation from January 2018 to December 2021.

Item 1A.Risk Factors

CenterPoint Energy is a holding company that conducts all of its business operations through subsidiaries, primarily Houston Electric, CERC SIGECO, Indiana Gas and VEDO. CenterPoint Energy also owns interests in Enable.SIGECO. The following, along with any additional legal proceedings identified or incorporated by reference in Item 3 of this combined report on Form 10-K, summarizes the principal risk factors associated with the holding company and the businesses conducted by its subsidiaries and its interests in Enable.subsidiaries. However, additional risks and uncertainties either not presently known or not currently believed by management to be material may also adversely affect CenterPoint Energy’s businesses. For other factors that may cause actual
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results to differ from those indicated in any forward-looking statement or projection contained in this combined report on Form 10-K, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Certain Factors Affecting Future Earnings” in Item 7, which should be read in conjunction with the risk factors contained in this Item 1A. Carefully consider each of the risks described below, including those relating to Houston Electric and CERC, which, along with CenterPoint Energy, are collectively referred to as the Registrants. Unless the context indicates otherwise, where appropriate, information relating to a specific registrant has been segregated and labeled as such and specific references to Houston Electric and CERC in this section also pertain to CenterPoint Energy. In this combined report on Form 10-K, the terms “our,” “we” and “us” are used as abbreviated references to CenterPoint Energy, Inc. together with its subsidiaries.

Risk Factors Associated with Our Consolidated Financial Condition

CenterPoint Energy is a holding company with no operations or operating assets of its own. As a result, CenterPoint Energy depends on the performance of and distributions from its subsidiaries and from Enable to meet its payment obligations and to pay dividends on its common and preferred stock, and provisions of applicable law or contractual restrictions could limit the amount of those distributions.

CenterPoint Energy derives all of its operating income from, and holds all of its assets through, its subsidiaries, including its interests in Enable. As a result, CenterPoint Energy depends on the performance of and distributions from its subsidiaries and Enable to meet its payment obligations and to pay dividends on its common and preferred stock. In general, CenterPoint Energy’s subsidiaries are separate and distinct legal entities and have no obligation to provide it with funds for its payment obligations, whether by dividends, distributions, loans or otherwise. In addition, provisions of applicable law, such as those limiting the legal sources of dividends, limit CenterPoint Energy’s subsidiaries’ and Enable’s ability to make payments or other distributions to CenterPoint Energy, and its subsidiaries or Enable could agree to contractual restrictions on their ability to make payments or other distributions. Further, Houston Electric has agreed to certain “ring-fencing” measures to increase its financial separateness from CenterPoint Energy. Further ring-fencing measures could be imposed on Houston Electric in the future through legislation or PUCT rules or orders. While current ring-fencing measures have not impacted Houston Electric’s ability to pay dividends to CenterPoint Energy, the imposition of any additional ring-fencing measures impacting CenterPoint Energy’s ability to receive dividends from Houston Electric could materially adversely affect CenterPoint Energy’s cash flows, credit quality, financial condition and results of operations.
CenterPoint Energy’s right to receive any assets of any subsidiary, and therefore the right of its creditors to participate in those assets, will be structurally subordinated to the claims of that subsidiary’s creditors, including trade creditors. In addition, even if CenterPoint Energy were a creditor of any subsidiary, its rights as a creditor would be effectively subordinated to any security interest in the assets of that subsidiary and any indebtedness of the subsidiary senior to that held by CenterPoint Energy.

If we are unable to arrange future financings on acceptable terms, our ability to finance our capital expenditures orrefinance outstanding indebtedness could be limited.

Our businesses are capital intensive, and we rely on various sources to finance our capital expenditures. For example, we depend on (i) long-term debt, (ii) borrowings through our revolving credit facilities and, for CenterPoint Energy and CERC, commercial paper programs, (iii) distributions from CenterPoint Energy’s interests in Enable and (iv) if market conditions permit, issuances of additional shares of common or preferred stock by CenterPoint Energy. We may also use such sources to refinance any outstanding indebtedness as it matures. As of December 31, 2020, CenterPoint Energy had $13.4 billion of outstanding indebtedness on a consolidated basis, which includes $747 million of non-recourse Securitization Bonds. For information on outstanding indebtedness of Houston Electric and CERC as well as maturities through 2025, see Note 14 to the consolidated financial statements. Our future financing activities may be significantly affected by, among other things:

general economic and capital market conditions;
credit availability from financial institutions and other lenders;
volatility or fluctuations in distributions from Enable’s units or volatility in Enable’s unit price;
investor confidence in us and the markets in which we operate;
the future performance of our and Enable’s businesses;
integration of Vectren’s businesses into CenterPoint Energy, including technology systems;
maintenance of acceptable credit ratings;
market expectations regarding our future earnings and cash flows;
our ability to access capital markets on reasonable terms;
incremental collateral that may be required due to regulation of derivatives; and
provisions of relevant securities laws.
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In addition, our future financing activities may also be impacted by our ability to consummate the proposed sale of our Natural Gas businesses in Arkansas and Oklahoma. For further information on the proposed sale, see “— Our potential business strategies and strategic initiatives, including merger and acquisition activities and the disposition of assets or businesses, may not be completed or perform as expected, adversely affecting our financial condition, results of operations and cash flows” below. With respect to impacts related to our investment in Enable, see Note 22 to the consolidated financial statements for further information on the recently announced Enable Merger.Risk Factors Affecting Operations

The Registrants’ current credit ratingsElectric Generation, Transmission and any changes in credit ratings in 2020Distribution (CenterPoint Energy and to date in 2021 are discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Other Matters — Impact on Liquidity of a Downgrade in Credit Ratings” in Item 7 of Part II of this report. These credit ratings may not remain in effect for any given period of time and one or more of these ratings may be lowered or withdrawn entirely by a rating agency. The Registrants note that these credit ratings are not recommendations to buy, sell or hold their securities. Each rating should be evaluated independently of any other rating. Any future reduction or withdrawal of one or more of the Registrants’ credit ratings could have a material adverse impact on their ability to access capital on acceptable terms.Houston Electric)

An impairment of goodwill, long-lived assets, including intangible assets, equity method investmentsDisruptions at power generation facilities, generation inadequacy or directives issued by regulatory authorities could cause interruptions in Houston Electric’s and an impairment or fair value adjustment to CenterPoint Energy’s Enable Series A Preferred Unit investment could reduce our earnings.

Long-lived assets, including intangible assets with finite useful lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. During the year ended December 31, 2020, CenterPoint Energy identified and recorded a goodwill impairment charge of $185 million in the Indiana Electric reporting unit, reducing the carrying value of the reporting unit to its fair value as of March 31, 2020. See Note 6 to the consolidated financial statements for further information. For investments CenterPoint Energy accounts for under the equity method, the impairment test considers whether the fair value of such investment as a whole, not the underlying net assets, has declined and whether that decline is other than temporary. CenterPoint Energy identified and recorded an impairment during the year ended December 31, 2020 based on the severity of the decline in Enable’s common unit price during the three months ended March 31, 2020 due to the macroeconomic conditions related in part to the COVID-19 pandemic, combined with Enable’s announcement on April 1, 2020 to reduce its quarterly distributions per common unit by 50%, and the market outlook indicating excess supply of crude oil and natural gas and continued depressed crude oil and natural gas prices impacting the midstream oil and gas industry. For further information regarding CenterPoint Energy’s impairment of its equity investment in Enable, please see Notes 10 and 11 to the consolidated financial statements. Should the annual goodwill impairment test or another periodic impairment test or an observable transaction, including for the Series A Preferred Unit investment, indicate the fair value of our assets is less than the carrying value, we would be required to take a non-cash charge to earnings with a correlative effect on equity and balance sheet leverage as measured by debt to total capitalization. A sustained or severe decline in Enable’s common unit price could result in CenterPoint Energy recording impairment charges again in the future. A non-cash impairment charge or fair value adjustment could materially adversely impact our results of operations and financial condition.

If CenterPoint Energy redeems the ZENS prior to their maturity in 2029, its ultimate tax liability and redemption payments would result in significant cash payments, which would adversely impact its cash flows. Similarly, a significant amount of exchanges of ZENS by ZENS holders could adversely impact CenterPoint Energy’s cash flows.

CenterPoint Energy has approximately $828 million principal amount of ZENS outstanding as of December 31, 2020. CenterPoint Energy owns shares of ZENS-Related Securities equal to approximately 100% of the reference shares used to calculate its obligation to the holders of the ZENS. CenterPoint Energy may redeem all of the ZENS at any time at a redemption amount per ZENS equal to the higher of the contingent principal amount per ZENS ($56 million in the aggregate, or $3.97 per ZENS, as of December 31, 2020) or the sum of the current market value of the reference shares attributable to one ZENS at the time of redemption. In the event CenterPoint Energy redeems the ZENS, in addition to the redemption amount, it would be required to pay deferred taxes related to the ZENS. CenterPoint Energy’s ultimate tax liability related to the ZENS and ZENS-Related Securities continues to increase by the amount of the tax benefit realized each year. If the ZENS had been redeemed on December 31, 2020, deferred taxes of approximately $471 million would have been payable in 2020, based on 2020 tax rates in effect. In addition, if all the shares of ZENS-Related Securities had been sold on December 31, 2020 to fund the aggregate redemption amount, capital gains taxes of approximately $159 million would have been payable in 2020. Similarly, a significant amount of exchanges of ZENS by ZENS holders could adversely impact CenterPoint Energy’s cash flows. This could happen if CenterPoint Energy’s creditworthiness were to drop or the market for the ZENS were to become illiquid, or for some other reason. While funds for the payment of cash upon exchange of ZENS could be obtained from the sale of the shares of ZENS-Related Securities that CenterPoint Energy owns or from other sources, ZENS exchanges result in a cash outflow
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because tax deferrals related to the ZENS and ZENS-Related Securities shares would typically cease when ZENS are exchanged and ZENS-Related Securities shares are sold.

Dividend requirements associated with CenterPoint Energy’s Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock subject it to certain risks.

CenterPoint Energy has issued 800,000 shares of Series A Preferred Stock and 19,550,000 depositary shares, each representing a 1/20th interest in a share of CenterPoint Energy’s Series B Preferred Stock, which is expected to convert into Common Stock on September 1, 2021. CenterPoint Energy has also issued 725,000 shares of Series C Preferred Stock of which 625,000 shares remain outstanding. The Series C Preferred Stock are expected to convert to Common Stock on or around May 7, 2021. Any future payments of cash dividends, and the amount of any cash dividends CenterPoint Energy pays, on its Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock will depend on, among other things, its financial condition, capital requirements and results of operations and the ability of our subsidiaries and Enable to distribute cash to CenterPoint Energy, as well as other factors that CenterPoint Energy’s Board of Directors (or an authorized committee thereof) may consider relevant. Any failure to pay scheduled dividends on the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock when due could materially adversely impact ourElectric’s ability to access capital on acceptable termsprovide transmission and would likely have a material adverse impact on the market price of the Series A Preferred Stock, the Series B Preferred Stock, Common Stock and CenterPoint Energy’s debt securities and would prohibit CenterPoint Energy, under the terms of the Series A Preferred Stock and Series B Preferred Stock, from paying cash dividends on or repurchasing shares of Common Stock (subject to limited exceptions) until such time as CenterPoint Energy has paid all accumulated and unpaid dividends on the Series A Preferred Stock and the Series B Preferred Stock.

Further, the terms of the Series A Preferred Stock and the Series B Preferred Stock provide that if dividends on any of the respective shares have not been declared and paid for the equivalent of three or more semi-annual or six or more quarterly dividend periods, whether or not for consecutive dividend periods, the holders of such shares, voting together as a single class with holders of any and all other series of CenterPoint Energy’s capital stock on parity with its Series A Preferred Stock or its Series B Preferred Stock (as to the payment of dividends and amounts payable on liquidation, dissolution or winding up of CenterPoint Energy’s affairs) upon which like voting rights have been conferred and are exercisable, will be entitled to vote for the election of a total of two additional members of CenterPoint Energy’s Board of Directors, subject to certain terms and limitations.

Changes in the method of determining LIBOR, or the replacement of LIBOR with an alternative reference rate, may adversely affect the cost of capital related to outstanding debt and other financial instruments and may adversely affect the cash distributions received from the Enable Series A Preferred Units.

LIBOR is the basic rate of interest widely used as a global reference for setting interest rates on variable rate loans and other securities. Each of the Registrants’ credit and term loan facilities, including certain facilities or financial instruments entered into by their subsidiaries, use LIBOR as a reference rate. Additionally, on and after February 18, 2021, Enable is expected to pay distributions on the Enable Series A Preferred Units with an annual rate equal to three-month LIBOR plus 8.5%. On July 27, 2017, the Financial Conduct Authority in the United Kingdom announced that it would phase out LIBOR as a benchmark by the end of 2021. On November 30, 2020, the Financial Conduct Authority announced its support for the extension of certain tenors of U.S. dollar LIBOR until June 2023, as well as the replacement of LIBOR by the SOFR. While this announcement extends the transition period to June 2023, the Federal Reserve concurrently issued a statement advising banks to stop new U.S. dollar LIBOR issuances by the end of 2021. However, because SOFR is a broad U.S. Treasury repo financing rate that represents overnight secured funding transactions, it differs fundamentally from LIBOR.. It is unclear whether other new methods of calculating LIBOR will be established such that it continues to exist after 2021. The future of LIBOR at this time remains uncertain and any changes in the methods by which LIBOR is determined or regulatory activity related to LIBOR’s phaseout could cause LIBOR to perform differently than in the past or cease to exist. Changes in the method of calculating LIBOR, or the replacement of LIBOR with an alternative rate or benchmark, may adversely affect interest rates and result in higher borrowing costs. This could materiallydistribution services and adversely affect our results of operations, cash flow and liquidity. Each of the Registrants’ credit facilities provide for a mechanism to replace LIBOR with possible alternative benchmarks upon certain benchmark replacement events. However, we are still currently evaluating the impact of any such potential benchmark replacements or unavailability of LIBOR. In addition, the overall financial markets may be disrupted as a result of the phase-out or replacement of LIBOR. Uncertainty as to the nature of such potential phase-out and alternative benchmark rates or disruption in the financial markets could materially and adversely affect ourtheir reputation, financial condition, results of operations and cash flows.

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Risk Factors Affecting Electric Generation, Transmission and Distribution Businesses (CenterPoint Energy and Houston Electric)

Rate regulation of Houston Electric’s and Indiana Electric’s businesses may delay or deny their ability to earn an expected return and fully recover their costs.

Houston Electric’s rates are regulated by certain municipalities and the PUCT and Indiana Electric’s rates are regulated by the IURC. Their rates are set in comprehensive base rate proceedings (i.e., general rate cases) based on an analysis of their invested capital, their expenses and other factors in a designated test year. Each of these rate proceedings is subject to third-party intervention and appeal, and the timing of a general base rate proceeding may be out of Houston Electric’s and Indiana Electric’s control. For Houston Electric a general base rate proceeding is required 48 months fromowns the date of the order setting rates in its most recent comprehensive rate proceeding, unless the PUCT issues an order extending the deadline to file that general base rate proceeding. For Indiana Electric, a general base rate proceeding is required prior to the expiration of its TDSIC plan, which expires on December 31, 2023. Houston Electric and Indiana Electric can make no assurance that their respective base rate proceedings will result in favorable adjustments to their rates, in full cost recovery or approval of other requested items, including, among other things, capital structure and ROE. Moreover, these base rate proceedings have caused in certain instances, and in the future could cause, Houston Electric and Indiana Electric to recover their investments below their requested levels (such as in the most recent Houston Electric general rate case), below the national average for utilities or below recently approved levels for other utilities in their respective jurisdictions.

The rates that Houston Electric and Indiana Electric are allowed to charge may not match their costs at any given time, a situation referred to as “regulatory lag.” For Houston Electric and Indiana Electric, several interim rate adjustment mechanisms have been implemented to reduce the effects of regulatory lag (for example, DCRF, TCOS, TDSIC, DSMA and RCRA Mechanism), although certain of these mechanisms do not provide for recovery of operations and maintenance expenses. These adjustment mechanisms are subject to the applicable regulatory body’s approval and are subject to limitations that may reduce Houston Electric’s and Indiana Electric’s ability to adjust rates. For further information on rate case proceedings and interim rate adjustment mechanisms, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Regulatory Matters” in Item 7 of Part II of this report. See also “—The February 2021 Winter Storm Event has caused severe disruptions to our customers and our markets in certain of our jurisdictions and could have a material adverse impact to our financial condition, results of operations, cash flows and liquidity” below for further information.

Houston Electric and Indiana Electric can make no assurance that filings for such mechanisms will result in favorable adjustments to rates or in full cost recovery. Notwithstanding the application of such rate adjustment mechanisms, the regulatory process by which rates are determined is subject to change as a result of the legislative process or rulemaking, as the case may be, and may not always be available or result in rates that will produce recovery of Houston Electric’s and Indiana Electric’s costs or enable them to earn an expected return. Changes to the interim adjustment mechanisms could result in an increase in regulatory lag or otherwise impact Houston Electric’s and Indiana Electric’s ability to recover their costs in a timely manner. Additionally, inherent in the regulatory process is some level of risk that jurisdictional regulatory authorities may initiate investigations of the prudence of operating expenses incurred or capital investments made by Houston Electric or Indiana Electric and deny the full recovery of their cost of service in rates. To the extent the regulatory process does not allow Houston Electric and Indiana Electric to make a full and timely recovery of appropriate costs, their results of operations, financial condition and cash flows could be materially adversely affected.

Disruptions at power generation facilities owned by third parties or directives issued by regulatory authorities could interrupt Houston Electric’s sales of transmission and distribution services and adversely affectinfrastructure in its reputation, results of operations, financial condition and cash flows.

Houston Electric transmits and distributes to customers of REPsservice territory that delivers electric power that the REPs obtain from power generation facilities owned by third parties. Houston Electricto its customers, but it does not own or operate any power generation facilities. Infacilities, except for its operation of TEEEF. Indiana Electric owns and operates power generation facilities in addition to the transmission and distribution infrastructure in its service territory. Both Houston Electric and Indiana Electric must follow the directives issued by their respective independent system operator, ERCOT and MISO, respectively. ERCOT and MISO have and may in the future issue directives requiring members to implement controlled outages as a result of an emergency or reliability issues, and Houston Electric has faced and may in the future face challenges to their planning and preparation for such directives and their implementation of Load Shed, including, for example, allegations that they had discretion as to how to shed load and which customers experienced outages and the duration of those outages. As a result, claims and lawsuits could be filed against Houston Electric and Indiana Electric for personal injury, property damage or other damage or loss as a result of their respective Load Shed planning, preparation, implementation, and decisions in order to meet the directives of ERCOT and MISO, respectively. For example, in February 2021, the ERCOT regulated Texas electric system experienced extreme winter weather conditions and an unprecedented power shortage due to extreme winter weather conditions.generation shortage. The amount of electricity generated by the state’s power generation fell short of demand, resultingcompanies was insufficient to meet the amount demanded by customers. This resulted in significant electricityERCOT directing TDUs to significantly Load Shed, which caused customer outages across the ERCOT electric grid of Texas, including in Houston Electric’s service territory. See Note 227 to the consolidated financial statements and “— Houston Electric’s use of TEEEF ...” for further information on the February 2021 Winter Storm Event.information. If power generation is disrupted or if power generation capacity is severely disrupted or is inadequate or if ERCOT issues directives to TDUs (such as Houston Electric) to implement controlled outages, both of which recently occurred duringfor any reason in the February 2021 Winter Weather Event,future, Houston Electric’s sales ofor Indiana Electric’s transmission and distribution services may be diminished or interrupted,interrupted. Further, as with the lawsuits filed in the aftermath of the February 2021 Winter Storm Event, claims and itslawsuits could be filed against the Registrants, and our reputation, financial condition, results of operations financial condition and cash flows could be adversely affected. See also “—The February 2021 Winter Storm Event has

Additionally, Indiana Electric’s generating facilities and the generating facilities that supply the power transmitted by Houston Electric and Indiana Electric are subject to operational risks that have and may in the future result in unscheduled plant outages, unanticipated operation and maintenance expenses and increased purchase power costs. For example, in June 2022, Culley 3, a coal-fired generation unit, experienced a boiler feed pump turbine failure that caused severethe unit to be out of service for nearly nine months. In this time frame, CenterPoint Energy purchased energy on the open market and those purchases are currently being challenged at the IURC by multiple intervenors. Such open market purchases have and may again result in increased costs and have an adverse impact on our operations, financial condition, results of operations and cash flows. Further, Indiana Electric is party to a number of PPAs with third parties. Indiana Electric’s power generation may be disrupted or otherwise insufficient if third parties do not deliver required power under our PPAs. These operational risks can arise from circumstances such as facility shutdowns or malfunctions due to equipment failure or operator error; aging infrastructure; interruption of fuel supply or increased prices of fuel as contracts expire and inflation rises; disruptions in the delivery of electricity; inability to ourcomply with regulatory or permit requirements; labor disputes; or natural disasters, all of which could adversely affect Indiana Electric’s and Houston Electric’s businesses. Further, Indiana Electric currently relies on coal for the majority of its generation capacity. Indiana Electric purchases the majority of its coal supply from a single, unrelated party and, although the coal supply is under long-term contract, the loss of this supplier or transportation interruptions could adversely affect its ability to deliver electricity to its customers and adversely impact Indiana Electric’s financial condition, results of operations and cash flows. In 2021 and part of 2022, Indiana Electric experienced coal supply shortages due to labor shortages that the coal industry experienced. While the coal supply shortage that Indiana Electric experienced did not impact its ability to deliver electricity to its customers, labor shortages as well as supply shortages in the future, whether caused by insufficient supply or supplier bankruptcy or other regulatory and supply issues in the mining industry, may lead to increased cost and have an adverse impact on our markets in certainoperations, financial condition, results of our jurisdictionsoperations and cash flows. See “— Disruptions to the global supply...” As Indiana Electric continues its generation transition and more renewable energy sources come online, Indiana Electric’s generating facilities may experience unanticipated disruptions as a result of renewable supply shortages, including, but not limited to, due to cloudy or windless days. Additionally, such disruptions could adversely affect its ability to deliver electricity to its customers and adversely impact Indiana Electric’s financial condition, results of operations and cash flows.

The operations of Houston Electric and Indiana Electric are subject to the usual hazards associated with high-voltage electricity transmission, including inclement weather, natural disasters, mechanical failure, contact with electrified facilities by people, equipment, and debris, unscheduled downtime, equipment interruptions, contamination, remediation, explosions, fires,
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could have a material adverse impactchemical spills, discharges or releases of toxic or hazardous substances, and other environmental risks. Such hazards can cause personal injury and loss of life, severe damage to our financial condition, resultsor destruction of property and equipment, and environmental damage, and may result in suspension of operations, cash flowsdisruption of service to customers, and liquidity” below for further information.the imposition of civil or criminal penalties. Houston Electric and Indiana Electric maintain property and casualty insurance but are not fully insured against all potential hazards incident to their businesses.

Houston Electric’s receivables are primarily concentrated in a small number of REPs, and any delay or default in such payments of these receivables could adversely affect Houston Electric’s cash flows, financial condition, and results of operations.operations and cash flows.

Houston Electric’s receivables from the distribution of electricity are collected from REPs that supply the electricity Houston Electric distributes to their customers.electricity. As of December 31, 2020,2023, Houston Electric did business withprovided electric delivery service to approximately 6465 REPs. Adverse economic conditions, including, but not limited to, the impact of COVID-19, the February 2021 Winter Storm Event or other extreme weather (which may result in abnormal power prices), structural problems in the market served by ERCOT, mismanagement by the REPs, inflation or financial difficulties of one or more REPs, couldhave and may in the future impair the ability of these REPs to pay for Houston Electric’s services or could cause them to delay such payments. Houston Electric depends on these REPs to remit payments on a timely basis. Applicable regulatory provisions require that customers be shifted to another REP or a provider of last resort if a REP cannot make timely payments. Applicable PUCT regulations significantly limit the extent to which Houston Electric can apply normal commercial terms orto otherwise seek credit protection from firms desiring to provide retail electric service in its service territory, and Houston Electric thus remains at risk for payments relating to services provided prior to any shift to another REP or provider of last resort. Houston Electric’s PUCT-approved tariff outlines the remedies available to Houston Electric in the event that a REP defaults on amounts owed. Among the remedies available to Houston Electric are seeking recourse against any cash deposit, letter of credit, or surety bond provided by the REP or implementing mutually agreeable terms with the REP. Another remedy is to require that customers be shifted to another REP or a provider of last resort. Houston Electric thus incurs risk for payments related to services provided prior to the shift to another REP or the provider of last resort. A significant portion of Houston Electric’s billed receivables from REPs are from affiliates of NRG and Vistra Energy Corp. Houston Electric’s aggregate billed receivables balance from REPs as of December 31, 20202023 was $210$253 million. Approximately 31%39% and 16%20% of this amount was owed by affiliates of NRG and Vistra Energy Corp., respectively. Any delay or default in payment by REPs could adversely affect Houston Electric’s cash flows, financial condition, and results of operations.operations and cash flows. If a REP werewas unable to meet its obligations, it could consider, among various options, restructuring under the bankruptcy laws, in which event such REP might seek to avoid honoring its obligations, and claims might be made by creditors involvingregarding prior payments Houston Electric had received from such REP. For example, following the February 2021 Winter Storm Event, multiple REPs filed for bankruptcy. We are currently capturing the amounts owed by these REPs as a permitted regulatory asset for bad debt expenses, which will be subject to a reasonableness review by the PUCT when we seek recovery in our next base rate case. As of both December 31, 2022 and 2021, as authorized by the PUCT, CenterPoint Energy and Houston Electric recorded a regulatory asset of $8 million for bad debt expenses resulting from REPs’ default on their obligation to pay delivery charges to Houston Electric net of collateral. There is no guarantee that we will be able to recover any or all of the regulatory asset in our next base rate case. See “— Rate regulation of Registrants’ Electric ...”

Indiana Electric’s execution of its generation transition plan, including its IRP, and its regulated power supply operations areis subject to various risks, including timely recovery of capital investments and increased costs and facility outages risks related to the timing and cost of development and/or shutdowns.construction of new generation facilities.

Indiana requires each electric utility to perform and submit an IRP to the IURC every three years, unless extended, to the IURC that uses economic modeling to consider the costs and risks associated with available resource options to provide reliable electric service for the next 20-year period onperiod. Indiana Electric has used past IRPs and will continue to use future IRPs to evaluate its mix of generation resources. Indiana Electric engages with the communities it serves, its regulators and third-parties in developing its generation transition plan. Recent IRPs have demonstrated Indiana Electric can most cost effectively serve its customers by transitioning its generation fleet to a periodic basis.wider mix of resources, including renewables. For example, Indiana Electric’s 2016 IRP modeling projected that the lowest cost and least risk generation portfolio to serve customers over the next 20 years involve retirement of a significant portion of its current generating fleet and replacing that generation capacity with other resources. Implementation of Indiana Electric’s IRP will likely require recovery of new capital investments, as well as costs of retiring the current generation fleet, including any remaining unrecovered costs of retired assets. In February 2018, as part of its electric generation transition plan, Indiana Electric received approval from the IURC to construct a 50 MW universal solar array and the plan to retrofit its largest, most efficient coal-fired generation unit (Culley Unit 3). With respect to its 2019/2020 IRP submitted to the IURC in June 2020, Indiana Electric identified a preferred generation resourceportfolio that includes the replacement ofretires 730 MW of coal-fired generation facilities and replaces these resources with a significant portionmix of generating resources composed primarily of renewables, including solar, wind, and wind,solar with storage, supported by dispatchable natural gas combustion turbines including a pipeline to serve such natural gas generation. Indiana Electric is continuing its plan to transition generation resources away from coal-fired generation to a more sustainable portfolio of resources, including renewables, and ultimately a goal to exit the coal plants that Indiana Electric operates by the end of 2027, as well as storage.reflected in its most recent IRP submitted to the IURC in May 2023. While the IURC does not approve or reject theIndiana Electric’s IRP, the process involves the issuance of a staff report that provides commentsIURC does comment on the IRP. DependingIndiana Electric is required to obtain a CPCN prior to constructing or acquiring generating resources. Indiana Electric also obtains IURC approval of PPAs and DSM plans to ensure cost recovery.

Indiana Electric must manage several risks associated with its generation transition plan. The IURC may delay providing comments on comments received on the IRP, the filing of any future requests for generating facilities could be delayed. Further, certain legislative activities such as a prohibition on the construction of new generation assets in excess of a set MW capacity, similar to moratorium legislation introduced in 2019 and ultimately defeated, or other legislation restricting or delaying new generation could negatively affect Indiana Electric’s most recent IRP, requiring Indiana Electric to either wait for comments or proceed to
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implement its IRP without IURC comments. The IURC comments may raise concerns with Indiana Electric’s IRP that make it difficult to obtain approval of the generation transition plan if not addressed. There is no guarantee that the IURC will approve Indiana Electric’s requests to implement part of its generation transition. If Indiana Electric fails to receive IURC approvals necessary to acquire the projects or resources identified in its IRP, Indiana Electric may not be able to implement its generation transition plan in a timely manner or at all. If Indiana Electric is unable to implement its generation transition plan, it may have an adverse effect on CenterPoint Energy’s ability to construct new generation facilitiesexecute on its net zero and executioncarbon emission goals, its goal to exit the coal plants that Indiana Electric operates by the end of 2027, its capital plan. growth strategy, achieve its financial goals, and otherwise impact results of operations and cash flows.

Even if a generation project is approved, risks associated with the development or construction of any new generation exist, including new legislation restricting or delaying new generation, moratorium legislation, the ability to procure resources needed to build at a reasonable cost, scarcity of resources and labor, ability to appropriately estimate costs of new generation, the effects of potential construction delays, project scope changes, and cost overruns and the ability to meet capacity requirements. Further, there is no guaranteeFor example, the developers of a 130 MW Pike County Solar project have informed Indiana Electric that, due to delays in the MISO interconnection queue and inflationary pressures, costs have exceeded the agreed upon levels in the BTA. We and the developers are actively evaluating possible cost impacts to the project, which may lead to a refile for approval of the project with the IURC will approveand further delay the requests includedcompletion of the project. If Indiana Electric is not able to reach a mutually acceptable solution with the developers of the Pike County Solar project, Indiana Electric may seek to terminate the project. For additional information, see “— Disruptions to the global supply...” Furthermore, we have begun to acquire and/or develop additional solar and wind facilities as part of our capital plan. However, we have not yet entered into definitive agreements with developers for the acquisition and/or development of all of the additional projects, and we face significant competition with other bidders for a limited number of such generation facilities that developers plan to construct and for solar panels. For additional information, see “— Increases in the cost or reduction in supply ...” The number of available projects is further limited by the MISO interconnection queue due to potential interconnection costs that may render projects infeasible. As a result, suitable generation facility project candidates or resources necessary to construct such projects may not be available on terms and conditions we find acceptable, or the expected benefits of a completed facility may not be realized fully or at all, or may not be realized in the anticipated timeframe. If Indiana Electric was unable to meet its generation needs as a result of project delays or cancellations it would be required to buy the necessary capacity and electricity on the open market. Such open market purchases may result in increased costs and may have an adverse impact on our operations, financial condition, results of operations and cash flows. If we are unable to complete or acquire such generation facilities or resources, or if they do not perform as anticipated, our future growth, financial condition, results of operations and cash flows may be adversely affected.

Increases in the cost or reduction in supply of solar energy system components due to tariffs or trade restrictions imposed by the U.S. government may have an adverse effect on our business, financial condition and results of operations.

China is a major producer of solar panels and other solar products. Certain solar cells, modules, laminates and panels from China are subject to various antidumping and countervailing duty rates, depending on the exporter supplying the product, imposed by the U.S. government as a result of determinations the United States was materially injured as a result of such imports being sold at less than fair value and subsidized by the Chinese government. In March 2022, the DOC announced it would initiate an investigation into whether imports of solar cells and panels produced in Cambodia, Malaysia, Thailand and Vietnam are circumventing U.S. rules and laws, such as antidumping and countervailing duty rates, which impose a tariff on imports of solar cells and panels manufactured in China. On August 18, 2023, the DOC announced its final determination that five of the eight companies investigated were attempting to bypass U.S. duties by doing minor processing in Southeast Asian countries before shipment to the United States. In addition, in December 2021, President Biden signed into law the Uyghur Forced Labor Prevention Act, which bans goods from China’s Xinjiang region due to the use of forced labor. Continuing tensions between the United States and China may lead to restrictions in trade between the two countries or new legislation, tariffs or bans, any of Indianawhich could further negatively impact the supply of solar panels. These or similar duties and legislation have and may in the future also put upward pressure on prices of these solar energy products, which may reduce our ability to acquire these items in a timely and cost-efficient manner. If we or the developers we are working with are unable to secure such solar energy products in a timely and cost-efficient manner, we may be forced to delay, downsize and/or cancel solar projects and we may not be able to procure the resources needed to fully execute on our ten-year capital plan or achieve our net zero emissions goals. We have experienced project delays due to developers of our projects being unable to acquire solar panels due to supply chain constraints. Additionally, delays or cancellations by developers of third-party solar power facilities expected to interconnect with CenterPoint Energy’s and Houston Electric’s system may have adverse impacts, such as delayed or reduced potential future filed petitions relatingrevenues. We cannot predict what additional actions the U.S. government may adopt with respect to tariffs or other trade regulations in the future or what actions may be taken by other countries in retaliation for such measures. If the DOC imposes tariffs on solar panels as a result of its IRP.findings or other additional measures are imposed, our business, financial condition and results of operations may be adversely affected.

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The occurrence of extreme weather events, including winter storms and record hot temperatures, or other causes could lead to additional reforms to the Texas electric market, some measure of which, if implemented, could have an adverse impact on Houston Electric.

During and in the aftermath of the February 2021 Winter Storm Event, the Texas legislature revised applicable statutes and granted the PUCT and ERCOT additional regulatory authority, both oversight and enforcement, that focuses on ensuring ERCOT market participants, including power generation facilities and TDUs (like Houston Electric), have adopted sufficient winterization standards and protection. Houston Electric believes it is in compliance with the requirements applicable to it. If any additional protections are required in the future as a result of additional extreme weather events or other causes, complying with these new protections may increase the cost of electricity, which could adversely affect Houston Electric’s results of operations. Any potential decreases in customer usage due to higher electricity prices charged by REPs may not result in increased base rates charged by Houston Electric for its services until its next general base rate proceeding. For further information on Houston Electric’s regulatory proceedings, see “— Rate regulation of Registrants’ Electric...”

In addition, the IRP,PUCT and ERCOT continue to review the appropriate reliability standard and market design for the Texas electric market. There are uncertainties whether any further changes will result from these discussions or other efforts. If there are changes to how the Texas electric market is structured or regulated, such changes could have an adverse impact on Houston Electric’s business, financial condition and results of operations. See Note 7 to the consolidated financial statements for further information.

Houston Electric’s use of TEEEF is subject to various risks, including failure to obtain and deploy sufficient TEEEF resources, potential performance issues and allegations about Houston Electric’s deployment of the resources (including the planning, execution, and effectiveness of the same), regulatory and environmental requirements, and timely recovery of capital.

Following the February 2021 Winter Storm Event, the Texas legislature passed a law, effective September 1, 2021, that allows TDUs, such as Houston Electric, to lease and temporarily operate back-up generation resources during widespread power outages where ERCOT has ordered a TDU to Load Shed or the TDU’s distribution facilities are not being fully served by the bulk power system under normal operations. In response to this legislation, Houston Electric entered into two leases for TEEEF (mobile generation). In 2023, the Texas legislature amended the law to allow wider use of TEEEF.

If Houston Electric is unable to deploy a sufficient number of TEEEF resources in time to respond to a particular event; if TEEEF resources fail to perform as intended; if Houston Electric is otherwise unable to provide back-up generation resources and restore power as intended; or if the use of TEEEF resources or their failure to perform causes or is alleged to cause any personal injury, property damage, or other damage or loss due to allegations Houston Electric failed to deploy such units reasonably or effectively and failed to respond to particular power outages, Houston Electric could be subject to claims, demands, litigation, liability, regulatory scrutiny, and loss of reputation. While Houston Electric has insurance coverage and indemnity rights for its use of TEEEF resources, if its insurers or indemnitors fail to meet their indemnity obligations, Houston Electric could be liable for personal injury, property damage, or other damage or loss. As noted above, the legislation prescribes specific and limited use for TEEEF, and Houston Electric’s TEEEF have limited generation capacity, such that in future events customers could still be without power despite deployment of TEEEF resources.

Further, TEEEF resources are subject to various environmental regulations and permitting requirements, which could have an impact on Houston Electric’s ability to use these units. If Houston Electric is not in compliance with any environmental regulation or permitting requirement, Houston Electric could be subject to further potential liability. The use of TEEEF is also subject to various requirements, and failure to comply with them could subject Houston Electric to additional liability as well as challenges to its use of TEEEF in general. In April 2023, the PUCT approved revenue recovery of $39 million of TEEEF costs incurred in 2021, and in October 2023, an agreement with intervenors was reached with respect to Houston Electric’s second TEEEF filing for revenue recovery of $153 million ($114 million incremental to the prior filing) of TEEEF costs incurred through December 31, 2022, and the agreement was approved by PUCT in February 2024. Despite the recovery of these TEEEF costs in the past, there can be no assurances that Houston Electric will be able to recover future TEEEF costs.If Houston Electric is unable to recover any or all of its TEEEF costs our financial condition, results of operations and cash flows may be adversely affected. For further information, see “Management’s“— Rate regulation of Registrants’ Electric...”, “— Our insurance coverage may not...” and “— We are subject to operational...”
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The impact of wildfires could negatively affect Houston Electric’s and Indiana Electric’s financial condition, results of operations and cash flows.

Wildfires have the potential to negatively affect communities within Houston Electric’s and Indiana Electric’s service territories and the surrounding areas, as well as Houston Electric’s and Indiana Electric’s vast network of electric transmission and distribution lines and facilities. The possibility of wildfires and the risk of damage to our network and facilities resulting therefrom may be exacerbated by severe weather events and the effects of climate change. For more information regarding climate related risks, see “ — Climate change could adversely impact ...” The continued expansion of the wildland-urban interface has also increased wildfire risk to communities in our service territories. While we proactively take steps to mitigate wildfire risk in the areas of our electrical assets, wildfire risk is always present. Houston Electric or Indiana Electric could be held liable for damages incurred as a result of wildfires or incur reputational harm if it was determined that they were caused by or enhanced due to any fault of Houston Electric or Indiana Electric. Wildfires could also lead to significant financial distress and further increased costs for wildfire insurance or lack of availability thereof. Furthermore, any damage caused to our assets, loss of service to our customers, or liability imposed as a result of wildfires could negatively impact Houston Electric’s or Indiana Electric’s financial condition, results of operations, and cash flows.

Natural Gas (CenterPoint Energy and CERC)

Access to natural gas supplies and pipeline transmission and storage capacity are essential components of reliable service for Natural Gas’ customers.

Natural Gas depends on third-party service providers to maintain an adequate supply of natural gas and for available storage and intrastate and interstate pipeline capacity to satisfy its customers’ needs, all of which are critical to system reliability. Substantially all of Natural Gas’ natural gas supply is purchased on intrastate and interstate pipelines. If Natural Gas is unable to secure an independent natural gas supply of its own or if third-party service providers fail to timely deliver natural gas to meet Natural Gas’ requirements, the resulting decrease in natural gas supply in Natural Gas’ service territories could have an adverse effect on its financial condition, results of operations and cash flows. Additionally, a significant disruption, whether through reduced intrastate and interstate pipeline transmission or storage capacity or other events affecting natural gas supply, including, but not limited to, operational failures, hurricanes, tornadoes, floods, severe winter weather conditions, wildfires, acts of terrorism, human error or cyberattacks or changes in legislative or regulatory requirements, could also adversely affect Natural Gas’ businesses. Further, to the extent that Natural Gas’ natural gas requirements cannot be met through access to or continued use of existing natural gas infrastructure or if additional infrastructure, including onshore and offshore exploration and production facilities, gathering and processing systems and pipeline and storage capacity is not constructed at a rate that satisfies demand, then Natural Gas’ operations could be negatively affected.

Natural Gas is subject to fluctuations in natural gas prices, which could affect the ability of its suppliers and customers to meet their obligations or may impact its operations, which could adversely affect CERC’s financial condition, results of operations and cash flows.

Natural Gas is subject to risk associated with changes in the price of natural gas. Significant increases in natural gas prices, such as those experienced during the February 2021 Winter Storm Event, might affect Natural Gas’ ability to collect balances due from customers and could create the potential for uncollectible accounts expense to exceed the recoverable levels built into tariff rates. In addition, a sustained period of high natural gas prices could (i) decrease demand for natural gas in the areas in which Natural Gas operates, thereby resulting in decreased sales and revenues and (ii) increase the risk that Natural Gas’ suppliers or customers fail or are unable to meet their obligations. An increase in natural gas prices would also increase working capital requirements by increasing the investment that must be made to maintain natural gas inventory levels.

Natural Gas must compete with alternate energy sources, which could result in less natural gas delivered and have an adverse impact on CenterPoint Energy’s and CERC’s financial condition, results of operations and cash flows.

Natural Gas competes primarily with alternate energy sources such as electricity and other fuel sources. In some areas, intrastate pipelines, other natural gas distributors and natural gas marketers also compete directly with Natural Gas for natural gas sales to end users. In addition, as a result of federal regulatory changes affecting interstate pipelines, natural gas marketers operating on these pipelines may be able to bypass Natural Gas’ facilities and market, sell and/or transport natural gas directly to commercial and industrial customers. Any reduction in the amount of natural gas delivered by Natural Gas as a result of competition with alternate energy sources may have an adverse impact on CenterPoint Energy and CERC’s financial condition, results of operations and cash flows.
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Risk Factors Affecting Regulatory, Environmental and Legal Risks

Rate regulation of Registrants’ Electric and Natural Gas businesses may delay or deny their ability to earn an expected return and fully and timely recover their costs.

The Registrants’ Electric and Natural Gas businesses are regulated by certain municipalities and state commissions. Their rates are set in comprehensive base rate proceedings (i.e., general rate cases) based on an analysis of their invested capital, their expenses and other factors in a designated test year (often either fully or partially historic), subject to periodic review and adjustments. Each of these rate proceedings is subject to third-party intervention and appeal, and the timing of a general base rate proceeding may be out of the Registrants’ control. Indiana Electric and CERC each filed rate cases during 2023. Houston Electric and CERC, with respect to its Ohio gas territory, each plan to file a rate case during 2024. The Registrants can make no assurance that their or their subsidiaries respective base rate proceedings will result in requested or favorable adjustments to their rates, in full and timely cost recovery or approval of other requested items, including, among other things, capital structure and ROE. Moreover, these base rate proceedings have caused in certain instances, and in the future could cause, the Registrants’ Electric and/or Natural Gas businesses to recover their investments below their requested levels, below the national average return for utilities or below recently approved return levels for other utilities in their respective jurisdictions. For instance, in the 2019 Houston Electric general rate case, Houston Electric filed a base rate case seeking approval for revenue increases of approximately $194 million and a 10.4% ROE, but after entering into a Stipulation and Settlement Agreement filed with the PUCT, Houston Electric received an overall revenue requirement increase of approximately $13 million and a 9.4% ROE. To the extent the regulatory process does not allow the Registrants to make a full and timely recovery of appropriate costs, their financial condition, results of operations and cash flows could be adversely affected. Further, the Registrants or their subsidiaries might be required to implement additional measures, such as the adoption of ring-fencing measures by Houston Electric in connection with its 2019 rate case proceeding. Such additional measures may adversely impact the Registrants’ businesses and could have an adverse effect on their financial condition, results of operations and cash flows.

The rates that Registrants’ Electric and Natural Gas businesses are allowed to charge may not match their costs at any given time, a situation referred to as “regulatory lag.” Regulatory lag has been and may be exaggerated in the future under certain circumstances, such as increasing inflation rates like those experienced in 2022 and continuing into 2023. For example, the MPUC ordered extraordinary gas costs incurred in the February 2021 Winter Storm Event be recovered over a 63-month period from 2022 — 2027 and CERC forego recovery of the associated carrying costs. Though several interim rate adjustment mechanisms have been approved by jurisdictional regulatory authorities and implemented by the Registrants and their subsidiaries to reduce the effects of regulatory lag (for example, CSIA, DCRF, DRR, DSMA, GRIP, RCRA, RRA, RSP, TCOS and TDSIC), such adjustment mechanisms are subject to the applicable regulatory body’s approval, which we cannot assure would be approved, and are subject to certain limitations that may reduce or otherwise impede the Registrants’ or their subsidiaries ability to adjust its rates or result in rates below those requested. Therefore, the Registrants can make no assurance filings for such mechanisms will result in favorable adjustments to rates or in full cost recovery. Further, from time to time, the Registrants’ regulators approve the issuance of securitization bonds in order to recover certain costs, including costs incurred as a result of severe weather or to recover stranded asset costs. The issuance of these securitization bonds may be delayed. If the issuance of securitization bonds is delayed, we may not be able to recover our costs in a timely manner, which could have an adverse effect on CenterPoint Energy’s, CERC’s, and Houston Electric’s financial condition, results of operations and cash flows.

Inherent in the regulatory process is some level of risk jurisdictional regulatory authorities may challenge the reasonableness or prudency of operating expenses incurred or capital investments made by the Registrants or their subsidiaries and deny the full recovery of their cost of service in rates. From time to time, these reviews and investigations have caused in certain instances, and in the future could cause, the Registrants’ to recover their costs or investments below their requested levels. For example, in October 2022, the MPUC issued a written order disallowing recovery of approximately $36 million of the $409 million originally requested by CERC in connection with its recovery of costs incurred as a result of the February 2021 Winter Storm Event. Notwithstanding the application of such rate adjustment mechanisms, the regulatory process by which rates are determined is subject to change as a result of legislative processes or rulemakings, as the case may be, and may not always be available or result in rates that will produce recovery of the Registrants’ or their subsidiaries’ costs or enable them to earn their authorized return. Changes to the rate case or interim adjustment mechanisms could result in an increase in regulatory lag or otherwise impact the Registrants’ ability to recover their costs in a timely manner. Additionally, decisions from regulators are typically subject to appeal, and any such appeal could further exacerbate regulatory lag and lead to additional uncertainty associated with rate case proceedings. To the extent the regulatory process does not allow the Registrants to make a full and timely recovery of appropriate costs, their financial condition, results of operations and cash flows could be adversely affected. For further information on rate case proceedings and interim rate adjustment mechanisms, see
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“Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Regulatory Matters” in Item 7 of Part II of this report.

We face risks related to project siting, financing, construction, permitting, governmental approvals, public opposition, and the negotiation of project development agreements that may impede our development and operating activities.

Houston Electric, Indiana Electric and CERC own, develop, construct, manage and operate electric generation, transmission and distribution facilities or natural gas distribution facilities, as applicable. A key component of our growth is our ability to construct and operate these facilities. As part of these operations, we must periodically apply for licenses and permits from various local, state, federal and other regulatory authorities and abide by their respective conditions. We have previously experienced delays in receiving approval with regards to certain permits and licenses, and have had investigations and enforcement actions with regards to certain of our projects, which have caused delays to our projects in the past. Should we in the future be unsuccessful in obtaining necessary licenses or permits on acceptable terms or resolving third-party challenges to such licenses or permits, should there be a delay in obtaining or renewing necessary licenses or permits, or should regulatory authorities initiate any associated investigations or enforcement actions or impose related penalties or disallowances, our future net income and cash flows could be reduced and our financial condition could be impacted. Any failure to negotiate successful project development agreements for new facilities with third parties could also have adverse effects. Additionally, Indiana Electric’s generating facilitiesour projects have faced and may in the future face opposition from individuals, community organizations, environmental and other activist groups, and other public-interest entities.

We are subject to operational and financial risks and liabilities arising from environmental laws and regulations, including regulation of CCR,climate change legislation and certain local initiatives that could result in unscheduled plant outages, unanticipated operationseek to limit fossil fuel usage.

Our operations are subject to stringent and maintenance expenses, increased purchase power costscomplex laws and inadvertent releases of coal ash and/or other contaminants with a significant environmental impact. These operational risks can arise from circumstances such as facility shutdowns or malfunctions dueregulations pertaining to equipment failurethe environment. As an owner or operator error; interruption of fuel supplynatural gas pipelines, distribution systems and storage, electric generating facilities and electric transmission and distribution systems, and the facilities that support these systems, we must comply with these laws and regulations at the federal, state and local levels. These laws and regulations can restrict or increased pricesimpact our business activities in many ways, including among others, restricting the use of fuel as contracts expire; disruptionsfossil fuels through future climate legislation or regulation, restricting the use of natural gas-fired appliances in new homes, limiting airborne emissions from generating facilities, restricting the delivery of electricity; inabilityway we manage wastes, including wastewater discharges, air emissions and CCR removal, and requiring remedial action or monitoring to mitigate environmental actions caused by our operations or attributable to former operations. We may need to spend substantial amounts and devote other resources from time to time to comply with these requirements. Further, in the course of operations we have released, and may in the future inadvertently release, various contaminants. Any such releases could have a significant impact on the environment and result in significant fines. Failure to comply with applicable environmental laws and regulations may trigger a variety of administrative, civil and criminal enforcement measures, including the assessment of monetary penalties, which we have been subject to from time to time, revocation of permits, the imposition of remedial actions, and the issuance of orders enjoining future operations. Certain environmental statutes impose strict joint and several liability for costs required to clean, restore and monitor sites where hazardous substances have been stored, disposed or released. Moreover, it is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by the release of hazardous substances or other waste products into the environment.

Regulatory agencies have also adopted, and from time to time consider adopting, new legislation and/or modifying existing laws and regulations to reduce GHGs. There continues to be a wide-ranging policy and regulatory debate, both nationally and internationally, regarding the possible means for their regulation. The trend in environmental regulation has been to place more restrictions and limitations on activities that may impact the environment. On April 22, 2021, President Biden announced new goals of 50% reduction of economy-wide GHG emissions and 100% carbon-free electricity by 2035, which formed the basis of the United States’ commitments announced in Glasgow, Scotland. These renewed climate commitments coming out of the 2021 United Nations Climate Change Conference held in Glasgow and President Biden’s executive orders have resulted in the development of additional regulations and changes to existing regulations. For example, in May 2023, the EPA proposed regulations setting new GHG emission reduction targets for coal and gas-fired electric generating units that could potentially require additional operating costs or permit requirements; labor disputes;operating restrictions related to operation of Indiana Electric’s natural-gas fired units. The administration is expected to finalize additional GHG regulations and mandated financial, emissions and other disclosures. As a distributor and transporter of natural gas and electricity, and a generator of electricity in Indiana, the Registrants’ revenues, operating costs and capital requirements could be adversely affected as a result of any regulatory action that would require installation of new control technologies or a modification of its operations or that would have the effect of reducing the consumption of natural disasters, allgas or electricity or prevent the use of certain fuel types. Also, there can be no assurance as to the amount or timing of future expenditures for environmental compliance or remediation, and actual future expenditures may be greater than the amounts we currently anticipate, which could adversely affect Indiana Electric’s business. Further, Indiana Electric currently relies on coal for substantially allour financial condition, results of its generation capacity. Currently, its coal supply is purchased largely from aoperations and
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single, unrelated partycash flows. Likewise, incentives to conserve energy or use energy sources other than natural gas could result in a decrease in demand for our services. For further discussion, see “Business—Environmental Matters” in Item 1 and although“ —Natural Gas must compete with…”

Evolving investor sentiment related to the use of fossil fuels and initiatives to restrict continued production of fossil fuels may have substantial impacts on CenterPoint Energy’s and CERC’s electric generation and natural gas businesses. For example, because Indiana Electric’s current generating units substantially rely on coal supply is under long-term contract,for their operations, certain financial institutions may choose not to participate in CenterPoint Energy’s financing arrangements until future coal generation closures satisfy their thresholds for investments. Further, some investors choose to not invest in CenterPoint Energy due to CenterPoint Energy’s and CERC’s use of fossil fuels. Also, certain cities in CenterPoint Energy’s and CERC’s Natural Gas operational footprint have discussed the adoption of initiatives to prohibit the construction of new natural gas facilities that would provide service and focus on electrification. For example, Minneapolis has adopted carbon emission reduction goals in an effort to decrease reliance on fossil natural gas. Certain state and local governments have also passed, or are considering, legislation banning the use of natural gas-fired appliances in new homes, which could affect consumer use of natural gas. Should such bans be enacted within Natural Gas’ operational footprint, they could adversely affect consumer demand for natural gas. Any such initiatives and legislation could adversely affect CenterPoint Energy’s and CERC’s results of operations. Further, investors, lenders, regulators and other stakeholders are focusing on issues related to environmental justice, which may result in increased scrutiny of our applicable regulatory processes and additional costs of compliance or may adversely affect our reputation. This focus on environmental justice matters at the federal and state levels may also provide communities opposed to our operations with greater opportunities to challenge or delay our projects. Opposition to our projects or successful challenges or appeals to permits issued for our projects could result in cancellation of such projects and the loss of this supplierinvestments we have made with respect thereto.

CenterPoint Energy is subject to operational and financial risks and liabilities associated with the implementation of and efforts to achieve its carbon emissions reduction goals.

In September 2021, CenterPoint Energy announced its net zero emission goals for Scope 1 and certain Scope 2 emissions by 2035 and a 20-30% reduction in certain Scope 3 emissions by 2035 as compared to 2021 levels. CenterPoint Energy’s analysis and plan for execution requires it to make a number of assumptions. These goals and underlying assumptions involve risks and uncertainties and are not guarantees. Should one or transportation interruptionsmore of CenterPoint Energy’s underlying assumptions prove incorrect, its actual results and ability to achieve net zero emissions by 2035 could differ materially from its expectations. Certain of the assumptions that could impact CenterPoint Energy’s ability to meet its net zero emissions goals include, but are not limited to: emission levels, service territory size and capacity needs remaining in line with expectations; regulatory approvals related to Indiana Electric’s generation transition plan; customer demand for carbon free energy; impacts of future environmental regulations or legislation; impacts of future carbon pricing regulation or legislation, including a future carbon tax; price, availability and regulation of carbon offsets; price of fuel, such as natural gas; cost of energy generation technologies, such as wind and solar, natural gas and storage solutions; adoption of alternative energy by the public, including adoption of electric vehicles; rate of technology innovation with regards to alternative energy resources; CenterPoint Energy’s ability to implement its modernization plans for its pipelines and facilities; the ability to complete and timely implement generation alternatives, such as solar and wind generation, to Indiana Electric’s coal generation and retirement dates of Indiana Electric’s coal facilities by 2035; the ability to construct and/or permit new natural gas pipelines; the ability to procure resources needed to build at a reasonable cost, the lack of or scarcity of resources and labor, any project cancellations, construction delays or overruns and the ability to appropriately estimate costs of new generation; impact of any supply chain disruptions; changes in applicable standards or methodologies; and enhancement of energy efficiencies. Our businesses may face increased scrutiny from investors and other stakeholders related to our sustainability activities, including the goals, targets, and objectives we announce, our methodologies and timelines for pursuing them, and related disclosures. If our sustainability practices do not align with investor or other stakeholder expectations and standards, which continue to evolve, our reputation, our ability to attract or retain employees, and our attractiveness as an investment or business partner could be negatively affected. Similarly, our failure or perceived failure to pursue or fulfill our sustainability-focused goals, targets, and objectives, to comply with ethical, environmental, or other standards, regulations, or expectations, or to satisfy various reporting standards with respect to these matters, within the timelines we announce, or at all, could adversely affect Indiana Electric’s resultsour business or reputation, as well as expose us to government enforcement actions and private litigation.

Developing and implementing plans for compliance with voluntary climate commitments can lead to additional capital, personnel and operation and maintenance expenditures and could significantly affect the economic position of operations,existing facilities and proposed projects. To the extent that we believe any of these costs are recoverable in rates, cost recovery could be resisted by our regulators and our regulators might attempt to deny or defer timely recovery of these costs. Moreover, we cannot predict
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the ultimate impact of achieving our emissions reduction goals, or the various implementation aspects, on our system reliability or our financial condition and cash flows.results of operations.

Houston Electric and Indiana Electric, as a member of ERCOT and MISO, respectively, could be subject to higher costs for system improvements, as well as fines or other sanctions as a result of FERC mandatory reliability standards.

Houston Electric and Indiana Electric are members of ERCOT and MISO, respectively, which serve the electric transmission needs of their applicable regions. As a result of their respective participation in ERCOT and MISO, Houston Electric and Indiana Electric do not have operational control over their transmission facilities and are subject to certain costs for improvements to these regional electric transmission systems. In addition, the FERC has jurisdiction with respect to ensuring the reliability of electric transmission service, including transmission facilities owned by Houston Electric and other utilities within ERCOT and Indiana Electric and other utilities within MISO, respectively. The FERC has designated the NERC as the ERO to promulgate standards, under FERC oversight, for all owners, operators and users of the bulk power system. The FERC has approved the delegation by the NERC of authority for reliability in ERCOT to the Texas RE, a Texas non-profit corporation, and for reliability in the portion of MISO that includes Indiana Electric to ReliabilityFirst Corporation, a Delaware non-profit corporation. Compliance with mandatory reliability standards may subject Houston Electric and Indiana Electric to higher operating costs and may result in increased capital expenditures, which may not be fully recoverable in rates. In addition,While Houston Electric and Indiana Electric have received minor fines in the past for noncompliance, if Houston Electric or Indiana Electric were to be found to be in noncompliance with applicable mandatory reliability standards again, they couldwould be subject to sanctions, including substantialpotential monetary penalties.penalties, which could range as high as over a million dollars per violation per day, and non-monetary penalties, such as having to file a mitigation plan to prevent recurrence of a similar violation and having certain milestones in such plan tracked.

In connection withWe are involved in numerous legal proceedings, the February 2021 Winter Storm Event, there have been calls for reformoutcomes of the Texas electric market, which if implemented,are uncertain, and resolutions adverse to us could have material adverse impacts on Houston Electric.negatively affect our financial results.

Various governmentalThe Registrants are subject to numerous legal proceedings, including lawsuits and environmental matters in addition to regulatory agenciesproceedings, the most significant of which are summarized in Note 15 to the consolidated financial statements. Litigation is subject to many uncertainties; recent trends have shown jury verdicts, settlements and other entitiesliability have called for or are conducting inquiries and investigations into the February 2021 Winter Storm Eventbeen significantly increasing; and the efforts madeRegistrants cannot predict the outcome of all matters with assurance. Additionally, under some circumstances, the Registrants could potentially have claims filed against them or incur liabilities associated with assets and businesses no longer owned by various entitiesthem as a result of sales, divestitures or other transfers to prepare for, and respondthird parties who may be unable to this event, includingfulfill their indemnity obligations to the electricity generation shortfall issues. Agencies and entitiesRegistrants. Final resolution of these matters, or any potential future claims or liabilities, may require additional expenditures over an extended period of time that may conductbe in excess of established insurance or reserves and may have an adverse effect on the Registrants’ financial results.

Our businesses may be adversely affected by the intentional misconduct of our employees.

We are conducting such inquiries, investigationscommitted to living our core values of safety, integrity, accountability, initiative and respect and complying with all applicable laws and regulations. Despite that commitment and efforts to prevent misconduct, it is possible for employees to engage in intentional misconduct, fail to uphold our core values, and violate laws and regulations for individual gain through contract or procurement fraud, misappropriation, bribery or corruption, fraudulent related-party transactions and serious breaches of our Ethics and Compliance Code and other reviews include the United States Congress, FERC, NERC, Texas RE, ERCOT, Texas government entities and officialspolicies. If such as the Texas Governor’s office, the Texas Legislature, the Texas Attorney General, the PUCT, the City of Houston and other municipal and county entities in Houston Electric’s service area, among other entities. In addition to questions around preparation and response, some federal and other officials, as well as members of the public and media, have called for reviews and reforms of the Texas electric market, including whetherintentional misconduct by employees should occur, it should continue to be governed by ERCOT or instead be subject to FERC jurisdiction and regulation by joining an ISO such as MISO, as well as the division of the market between power generators, TDUs (such as Houston Electric) and REPs. There are significant uncertainties around these discussions and whether any market structure or governance changes will result therefrom, but if any such reviews and reform efforts ultimatelycould result in changes to how the Texas electric market is structured or regulated, such changessubstantial liability, higher costs, increased regulatory scrutiny and negative public perceptions, any of which could have a materialan adverse impacteffect on Houston Electric’s business, results of operations and financial condition. See “—The February 2021 Winter Storm Event has caused severe disruptions to our customers and our markets in certain of our jurisdictions and could have a material adverse impact to our financial condition, results of operations and cash flowsflows. From time to time, including as part of our Ethics and liquidity” belowCompliance program’s efforts to detect misconduct, we become aware of and Note 22expect to continue to become aware of instances of employee misconduct, which we investigate, remediate and disclose as appropriate and proportionate to the consolidated financial statements for further information.incident.

Risk Factors Affecting Natural Gas’ Business (CenterPoint EnergyFinancial, Economic and CERC)Market Risks

Rate regulation of Natural GasDisruptions to the global supply chain may delay or deny itslead to higher prices for goods and services and impact our operations, which could have an adverse impact on our ability to earn an expected returnexecute our capital plan and fully recover its costs.

Natural Gas’ rates are regulated by certain municipalities (in Texas only)on our financial condition, results of operations and state commissions based on an analysis of Natural Gas’ invested capital, expenses and other factors in a test year (often either fully or partially historic) in comprehensive base rate proceedings, subject to periodic review and adjustment. Each of these proceedings is subject to third-party intervention and appeal, and the timing of a general base rate proceeding may be out of Natural Gas’ control. Natural Gas has pending, or anticipates the filing of, rate cases in Indiana and Minnesota during 2021. Natural Gas can make no assurance that these respective base rate proceedings will result in favorable adjustments to its rates, full cost recovery or approval of other requested items, including, among other things, capital structure and ROE. Moreover, these base rate proceedings could cause Natural Gas to recover its investments at rates below its requested level, below the national average for utilities or below recently approved levels for other utilities in those jurisdictions.cash flows.

The rates that Natural Gas is allowedglobal supply chain has experienced disruptions due to charge may not match its costs at any givena multitude of factors, such as the COVID-19 pandemic, labor shortages, resource availability, long lead time, resultingdelivery delays, inflation, severe weather events and disruptions to internal or international shipping, including as a result of armed conflicts, and these disruptions have adversely impacted the utility industry. We, as well as other companies in what is referred toour industry, have experienced supply chain disruptions, as “regulatory lag.” Though several interim rate adjustment mechanisms have been approved by jurisdictional regulatory authorities and implemented by Natural Gas to reduce the effects of regulatory lag (for example, GRIP, FRP, CSIA and DRR), such adjustment mechanisms are subject to the applicable regulatory body’s approval, which we cannot assure would bewell as increased prices,
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approved, and we may continue to experience this in the future. Examples of materials necessary for the transmission and distribution of power we and our industry have experienced difficulties in procuring include transformers, wires, cables, meters, poles and solar panels. If the supply chain disruption persists or worsens, we may experience difficulties in procuring these resources and others necessary to operate our businesses in the future. As a result, we may not be able to procure the resources, including labor, needed to timely perform storm restoration activities, fully execute on our ten-year capital plan and/or achieve our net zero emission and carbon emissions reduction goals. Moreover, high inflation and persistent high interest rates continue to be an area of economic concern and has contributed to the increased prices for materials and services that have been experienced by us and other companies in our industry. Even if we are subjectable to certain limitations that may reduceprocure the necessary resources, we might not be able to do so at a reasonable cost or otherwise impede Natural Gas’ ability to adjust its rates orin a timely manner which could result in rates below those requested by Natural Gas.project cancellations or scope changes, delays, cost overruns and under-recovery of costs. If we are unable to fully execute on capital plans as a result of supply chain disruptions, our financial condition, results of operations and cash flows may be adversely affected.

Natural Gas can make no assuranceCenterPoint Energy is a holding company that filings for such mechanisms willderives all of its operating income from, and holds substantially all of its assets through, its subsidiaries. As a result, in favorable adjustmentsCenterPoint Energy depends on the performance of and distributions from its subsidiaries to rates. Notwithstandingmeet its payment obligations and to pay dividends on its common stock, and provisions of applicable law or contractual restrictions could limit the applicationamount of the rate mechanisms discussed above, the regulatory process by which rates are determined is subject to changethose distributions.

CenterPoint Energy derives all of its operating income from, and holds substantially all of its assets through, its subsidiaries. Similarly, as a result of the legislative processRestructuring, CERC derives a significant portion of its operating income from and holds a significant portion of its assets through its subsidiaries, including Indiana Gas and VEDO. As a result, CenterPoint Energy and to a lesser extent, CERC, depend on the performance of and distributions from their respective subsidiaries to meet their respective payment obligations and to pay dividends on their respective common stock. In general, CenterPoint Energy’s and CERC’s subsidiaries are separate and distinct legal entities and have no obligation to provide them with funds for their respective payment obligations, whether by dividends, distributions, loans or rulemaking,otherwise. In addition, provisions of applicable law, such as those limiting the legal sources of dividends, limit CenterPoint Energy’s and CERC’s respective subsidiaries’ ability to make payments or other distributions to CenterPoint Energy or CERC, and their respective subsidiaries could agree to contractual restrictions on their ability to make payments or other distributions. Further, as part of Houston Electric’s 2019 base rate case, Houston Electric agreed to certain “ring-fencing” measures to increase its financial separateness from CenterPoint Energy. Houston Electric is expected to file a base rate proceeding in 2024. In this proceeding, Houston Electric may be and mayrequested to institute further ring-fencing measures or further ring-fencing measures could be imposed on Houston Electric in the future through legislation or PUCT rules or orders. While current ring-fencing measures have not always be available or result in rates that will produce recovery of Natural Gas’ costs or enable Natural Gas to earn an expected return. Changes to the interim adjustment mechanisms could result in an increase in regulatory lag or otherwise impact Natural Gas’impacted Houston Electric’s ability to recover its costs in a timely manner. Additionally, inherent inpay dividends to CenterPoint Energy, the regulatory process is some levelimposition of risk that jurisdictional regulatory authorities may initiate investigationsany additional measures impacting CenterPoint Energy’s ability to receive dividends from Houston Electric could adversely affect CenterPoint Energy’s cash flows, credit quality, financial condition and results of the prudence of operating expenses incurred operations. Any such adverse effect on CenterPoint Energy could also adversely affect Houston Electric’s and/or capital investments made by Natural GasCERC’s cash flows, credit quality, financial condition and deny the full recovery of Natural Gas’ cost of service or the full recovery of incurred natural gas costs in rates. To the extent the regulatory process does not allow Natural Gas to make a full and timely recovery of appropriate costs, its results of operations as CenterPoint Energy may not be able to financially support Houston Electric and/or CERC if and when necessary.
CenterPoint Energy’s right to receive assets of any subsidiary, and therefore the right of its creditors to participate in those assets, are structurally subordinated to the claims of that subsidiary’s creditors, including trade creditors. In addition, even if CenterPoint Energy were a creditor of any subsidiary, its rights as a creditor would likely be effectively subordinated to any security interest in the assets of that subsidiary and any senior indebtedness of the subsidiary.

If we are unable to arrange future financings on acceptable terms, our ability to finance our capital expenditures orrefinance outstanding indebtedness could be limited.

Our businesses are capital intensive, and we rely on various sources to finance our capital expenditures. For example, we depend on (i) long-term debt, (ii) borrowings through our revolving credit facilities and, for CenterPoint Energy and CERC, commercial paper programs and (iii) if market conditions permit, issuances of additional shares of common stock or shares of preferred stock by CenterPoint Energy. We may also use such sources to refinance any outstanding indebtedness as it matures. Additionally, from time to time, our operating subsidiaries, including Houston Electric and CERC, may rely on intercompany borrowings from CenterPoint Energy that may be sourced from CenterPoint Energy’s external financings. As of December 31, 2023, CenterPoint Energy had $19 billion of outstanding indebtedness on a consolidated basis, which includes $502 million of non-recourse Securitization Bonds. For information on outstanding indebtedness of CenterPoint Energy, Houston Electric and CERC as well as future maturities, see Note 13 to the consolidated financial conditionstatements. Our future financing activities may be significantly affected by, among other things:

general economic and capital market conditions, including inflation;
credit availability from financial institutions and other lenders;
investor confidence in us and the markets in which we operate;
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the future performance of our businesses;
maintenance of acceptable credit ratings;
actions from the Federal Reserve, including changes in interest rates and unanticipated actions;
market expectations regarding our future earnings and cash flows could be adversely affected. For further informationflows;
investor willingness to invest in companies associated with fossil fuels;
our ability to access capital markets on rate case proceedingsreasonable terms;
timing of future securitizations by jurisdictions in which we operate; and interim rate adjustment mechanisms, see
provisions of relevant securities laws.

The Registrants’ current credit ratings and any changes in credit ratings in 2023 and to date in 2024 are discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Regulatory Matters”Other Matters — Impact on Liquidity of a Downgrade in Credit Ratings” in Item 7 of Part II of this report.

Unlike CERC, Indiana Gas, SIGECO’s natural gas distribution business and VEDO must seek approval by the IURC and PUCO, as applicable, for long-term financing authority. This authority allows these utilities the flexibility to enter into various financing arrangements. In the event that the IURC or PUCO do not approve these utilities’ respective financing authorities, they These credit ratings may not remain in effect for any given period of time and one or more of these ratings may be ablereduced or withdrawn by a rating agency. The Registrants note these credit ratings are not recommendations to fully executebuy, sell or hold their financing plans and their respective financial conditions, resultssecurities. Each rating should be evaluated independently of operations and cash flows could be adversely affected.

Access to natural gas supplies and pipeline transmission and storage capacity are essential componentsany other rating. Any future reduction or withdrawal of reliable service for Natural Gas’ customers.

Natural Gas depends on third-party service providers to maintain an adequate supplyone or more of natural gas and for available storage and intrastate and interstate pipeline capacity to satisfy its customers’ needs, all of which are critical to system reliability. Substantially all of Natural Gas’ natural gas supply is purchased from intrastate and interstate pipelines. If Natural Gas is unable to secure an independent natural gas supply of its own or through its affiliates or if third-party service providers fail to timely deliver natural gas to meet Natural Gas’ requirements, the resulting decrease in natural gas supply in Natural Gas’ service territoriesRegistrants’ credit ratings could have a material adverse effect on its results of operations, cash flows and financial condition. Additionally, a significant disruption, whether through reduced intrastate and interstate pipeline transmission or storage capacity or other events affecting natural gas supply, including, but not limited to, operational failures, hurricanes, tornadoes, floods, severe winter weather conditions, acts of terrorism or cyberattacks or changes in legislative or regulatory requirements, could also adversely affect Natural Gas’ businesses. Further, to the extent that Natural Gas’ natural gas requirements cannot be met through access to or continued use of existing natural gas infrastructure or if additional infrastructure, including onshore and offshore exploration and production facilities, gathering and processing systems and pipeline and storage capacity is not constructed at a rate that satisfies demand, then Natural Gas’ operations could be negatively affected. For additional risks related to the February 2021 Winter Storm Event, see “—The February 2021 Winter Storm Event has caused severe disruptions to our customers and our markets in certain of our jurisdictions and could have a materialan adverse impact to our financial condition, results of operations, cash flows and liquidity” below and Note 22 to the consolidated condensed financial statements for further information.

Natural Gas is subject to fluctuations in notional natural gas prices, which could affect the ability of its suppliers and customers to meeton their obligations or otherwise adversely affect CERC’s liquidity, results of operations and financial condition.

Natural Gas is subject to risk associated with changes in the notional price of natural gas. Increases in natural gas prices might affect Natural Gas’ ability to collect balances due from customers and could create the potential for uncollectible accounts expense to exceed the recoverable levels built into tariff rates. In addition, a sustained period of high natural gas prices could (i) decrease demand for natural gas in the areas in which Natural Gas operates, thereby resulting in decreased sales and revenues and (ii) increase the risk that Natural Gas’ suppliers or customers fail or are unable to meet their obligations. An increase in natural gas prices would also increase workingaccess capital requirements by increasing the investment that must be made to maintain natural gas inventory levels.on acceptable terms. For additional risks related to the February 2021 Winter Storm Event, see “—The February 2021 Winter Storm Event has caused severe disruptions to our customers and our markets in certain of our jurisdictions and could have a material adverse impact to our financial condition, results of operations, cash flows and liquidity” below and Note 22 to the consolidated condensed financial statements for further information.

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A decline in CERC’s credit rating could result in CERC having to provide collateral under its shipping arrangements or to purchase natural gas, which consequently would increase its cash requirements and adversely affect its financial condition.

Ifexample, if CERC’s credit rating were to decline, it may have an adverse impact on the cost of borrowings and, in extraordinary market conditions, it may limit the ability to access the debt capital markets. Additionally, CERC might be required to post cash collateral under its shipping arrangements or to purchase natural gas. If a credit rating downgrade and the resultant cash collateral requirement were to occur at a time when CERC was experiencing significant working capital requirements or otherwise lacked liquidity, CERC’s financial condition, results of operations financial condition and cash flows could be adversely affected. For additional risks related to the February 2021 Winter Storm Event, see “—The February 2021 Winter Storm Event has caused severe disruptions to our customers and our markets in certain of our jurisdictions and could have a material adverse impact to our financial condition, results of operations, cash flows and liquidity” below and Note 22 to the consolidated condensed financial statements for further information.

Natural Gas must compete with alternate energy sources, which could result in less natural gas delivered and have an adverse impact on CERC’s results of operations, financial condition and cash flows.

Natural Gas competes primarily with alternate energy sources such as electricity and other fuel sources. In some areas, intrastate pipelines, other natural gas distributors and marketers also compete directly with Natural Gas for natural gas sales to end users. In addition, as a result of federal regulatory changes affecting interstate pipelines, natural gas marketers operating on these pipelines may be able to bypass Natural Gas’ facilities and market, sell and/or transport natural gas directly to commercial and industrial customers. Any reduction in the amount of natural gas delivered by Natural Gas as a result of competition with alternate energy sources may have an adverse impact on CERC’s results of operations, financial condition and cash flows.

Risk Factors Affecting ESG’s Business (CenterPoint Energy)

ESG’s operations could be adversely affected by a number of factors.

ESG’s business results are dependent on a number of factors. The industry in which ESG operates is competitive and many of the contracts are subject to a bidding process. Should ESG be unsuccessful in bidding contracts (for example, federal Indefinite Delivery/Indefinite Quantity contracts), results of operations could be impacted. Through competitive bidding, the volume of contracted work could vary significantly from year to year. Further, to the extent there are unanticipated cost increases in completion of the contracted work or issues arise where amounts due for work performed may not be collected, the profit margin realized on any single project could be reduced. Changes in legislation and regulations impacting the sectors in which the customers served by ESG operate could adversely impact operating results. Additionally, ESG’s business is subject to other risks including, but not limited to, the following: the discontinuation of the federal ESPC and UESC programs; the inability of customers to finance projects; failure to appropriately design, construct or operate projects; and cancellation of projects by customers or reductions in the scope of the projects.

ESG’sCenterPoint Energy’s previously owned Energy Systems Group business has performance and warranty obligations, some of which are guaranteed by CenterPoint Energy.

InOn June 30, 2023, CenterPoint Energy closed the sale of its Energy Systems Group business. Prior to June 30, 2023 and as part of the normal course of its business, ESG issuesEnergy Systems Group issued performance bonds and other forms of assurance that commitcommitted it to operate facilities, pay vendors or subcontractors and support warranty obligations. As the parent company prior to the closing of the sale, CenterPoint Energy has, and will, from time to time guaranteeor Vectren guaranteed certain of its subsidiaries’ commitments. TheseWhen Energy Systems Group was wholly owned by CenterPoint Energy, these guarantees dodid not represent incremental consolidated obligations;obligations, but rather, they represent parentalthese guarantees represented guarantees of subsidiaryEnergy Systems Group’s obligations to allow the subsidiary the flexibilityit to conduct business without posting other forms of collateral.assurance. Neither CenterPoint Energy nor Vectren has been called upon to satisfy any obligations pursuant to these parental guarantees.guarantees to date, but may be required to do so in the future. For further information, see Note 15(c) to the consolidated financial statements.

Risk Factors Affecting Our BusinessesAn impairment of goodwill, long-lived assets, including intangible assets, equity method investments and an impairment or fair value adjustment could reduce our earnings.

WeLong-lived assets, including intangible assets with finite useful lives, are subject to operational and financial risks and liabilities arising from environmental laws and regulations, including regulation of CCR and climate change legislationreviewed for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. Goodwill is tested for impairment at least annually, as well as other riskswhen events or changes in circumstances indicates the carrying value may not be recoverable. While CenterPoint Energy has identified and recorded goodwill impairments in the past, no impairments to goodwill were recorded during the years ended December 31, 2023, 2022 and 2021. See Note 6 to the consolidated financial statements for further information. Should the annual goodwill impairment test or another periodic impairment test or an observable transaction indicate the fair value of our assets is less than the carrying value, we would be required to take a non-cash charge to earnings with a correlative effect on equity, increasing balance sheet leverage as measured by debt to total capitalization. A non-cash impairment charge or fair value adjustment could adversely impact our financial condition and results of operations.

If CenterPoint Energy redeems the ZENS prior to their maturity in 2029, its ultimate tax liability and redemption payments would result in significant cash payments, which would adversely impact its cash flows. Similarly, a significant amount of exchanges of ZENS by ZENS holders could adversely impact CenterPoint Energy’s cash flows.

CenterPoint Energy has approximately $828 million principal amount of ZENS outstanding as of December 31, 2023. CenterPoint Energy owns shares of ZENS-Related Securities equal to approximately 100% of the reference shares used to calculate its obligation to the holders of the ZENS. CenterPoint Energy may redeem all of the ZENS at any time at a redemption amount per ZENS equal to the higher of the contingent principal amount per ZENS ($18 million in the aggregate, or $1.24 per ZENS, as of December 31, 2023), or the sum of the current market value of the reference shares attributable to one ZENS at the time of redemption. In the event CenterPoint Energy redeems the ZENS, in addition to the redemption amount, it would be required to pay deferred taxes related to the implementation of our carbon emissions reduction targets. We could also experience reduced demand for our services, including certain local initiatives to prohibit new natural gas service and increase electrification initiatives in jurisdictions served by Natural Gas.

Our operations are subject to stringent and complex laws and regulations pertainingZENS. CenterPoint Energy’s ultimate tax liability related to the environment. As an owner or operator of natural gas pipelines, distribution systemsZENS and storage, steam electric generating facilities and electric transmission and distribution systems, and the facilities that support these systems, we must comply with these laws and regulations at the federal, state and local levels. These laws and regulations can restrict or impact our business activities in many ways, including among others, restricting the use of fossil fuels through future climate legislation or regulation, limiting airborne emissions from generating facilities, restricting the way we manage wastes, including wastewater discharges and air emissions and requiring remedial action or monitoring to mitigate environmental actions caused by our operations or attributable to former
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operations. We may need to spend substantial amounts and devote other resources from time to time to comply with these requirements. Failure to comply with these laws and regulations may trigger a variety of administrative, civil and criminal enforcement measures, including the assessment of monetary penalties, revocation of permits, the imposition of remedial actions, and the issuance of orders enjoining future operations. Certain environmental statutes impose strict joint and several liability for costs required to clean, restore and monitor sites where hazardous substances have been stored, disposed or released. Moreover, it is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by the release of hazardous substances or other waste products into the environment.

In April 2015, the EPA finalized its CCR Rule, which regulates ash as non-hazardous material under the RCRA. The final rule allows beneficial reuse of ash, and the majority of the ash generated by Indiana Electric’s generating plants will continue to be beneficially reused. In July 2018, the EPA released its final CCR Rule Phase I Reconsideration which extended the deadline to October 31, 2020 for ceasing placement of ash in ponds that exceed groundwater protections standards or that fail to meet location restrictions. In August 2019, the EPA proposed additional “Part A” amendments to its CCR Rule with respect to beneficial reuse of ash and other materials. Further “Part B” amendments, which related to alternate liners for CCR surface impoundments and the surface impoundment closure process, were published in March 2020. The Part A amendments were finalized in August 2020, and the Part B amendments were finalized in November 2020 and extended the deadline to cease placement of ash in ponds to April 11, 2021. The EPA published an advanced notice of proposed rulemaking on legacy CCR surface impoundments in October 2020, and in December 2020 provided new data and requested public comment as part of the Agency’s reconsideration of its definition of beneficial reuse. The Part A amendments do not restrict Indiana Electric’s current beneficial reuse of its fly ash.CenterPoint Energy continues to evaluate the Part B amendments to determine potential impacts. The potential effects of future amendments to the CCR Rule are uncertain at this time.

Regulatory agencies have also adopted, and from time to time consider adopting, new legislation and/or modifying existing laws and regulations to reduce GHGs. There continues to be a wide-ranging policy and regulatory debate, both nationally and internationally, regarding the potential impact of GHGs and possible means for their regulation. The EPA has expanded its existing GHG emissions reporting requirements, which could also lead to further regulation of GHGs by the EPA. The recent trend in environmental regulation has been to place more restrictions and limitations on activities that may impact the environment, which is expected to continue under the Biden administration. For example, President Biden has recommitted the United States to the Paris Agreement.Shortly after taking office in January 2021, President Biden also issued a series of executive orders designed to address climate change, as well as an executive order requiring agencies to review environmental actions taken by the Trump administration. The Biden administration has also issued a memorandum to departments and agencies to refrain from proposing or issuing rules until a departmental or agency head appointed or designated by the Biden administration has reviewed and approved the rule. Reentry into the Paris Agreement and President Biden’s executive orders may result in the development of additional regulations or changes to existing regulations. Potential future restrictions include, among other things, the United States enacting additional GHG regulations and mandated financial, emissions and other disclosures. The terms on which the United States will be re-entering the Paris Agreement are unclear at this time. As a distributor and transporter of natural gas, Natural Gas’ revenues, operating costs and capital requirements could be adversely affected as a result of any regulatory action that would require installation of new control technologies or a modification of its operations or that would have the effect of reducing the consumption of natural gas. Thus, there can be no assurance as to the amount or timing of future expenditures for environmental compliance or remediation, and actual future expenditures may be greater than the amounts we currently anticipate. Additionally, Houston Electric’s and Indiana Electric’s transmission and distribution businesses’ revenues could be adversely affected to the extent any resulting regulatory action has the effect of reducing consumption of electricity by ultimate consumers within its service territory. Likewise, incentives to conserve energy or use energy sources other than natural gas could result in a decrease in demand for our services. For further discussion, see “Business—Environmental Matters” in Item 1 and “— Risk Factors Affecting Natural Gas’ Business —Natural Gas must compete with alternate energy sources, which could result in less natural gas delivered and have an adverse impact on our results of operations, financial condition and cash flows.”

Furthermore, in March 2020, we established a goal to reduce carbon emissions directly attributable to our operations 70% from 2005 levels by 2035, and we announced a broad corporate initiative to achieve a net reduction of carbon emissions attributed to customer usage 20–30% from 2005 levels by 2040. Our ability to achieve these carbon emission reduction goals depends on various external factors, including supportive energy policies, alternative fuels programs, research and development efforts focused on low-carbon technologies such as carbon capture, customer participation in conservation and energy-efficiency programs and low natural gas prices. We expect to increase our renewable energy resources portfolio as part of our IRP process and to continue optimizing technology advancements to modernize our systems. Any negative opinions with respect to these goals or our environmental practices, including any inability to achieve, or a scaling back of, these goals developed by regulators, customers, investors or legislators could harm our reputation.

ZENS-
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Evolving investor sentimentRelated Securities continues to increase by the amount of the tax benefit realized each year. If the ZENS had been redeemed on December 31, 2023, deferred taxes of approximately $728 million would have been payable in 2023, based on 2023 tax rates in effect. In addition, if all the shares of ZENS-Related Securities had been sold on December 31, 2023 to fund the aggregate redemption amount, capital gains taxes of approximately $81 million would have been payable in 2023. Similarly, a significant amount of exchanges of ZENS by ZENS holders could adversely impact CenterPoint Energy’s cash flows. This could happen if CenterPoint Energy’s creditworthiness were to drop, the market for the ZENS were to become illiquid, or for some other reason. While funds for the payment of cash upon exchange of ZENS could be obtained from the sale of the shares of ZENS-Related Securities CenterPoint Energy owns or from other sources, ZENS exchanges result in a cash outflow because tax deferrals related to the use of fossil fuelsZENS and initiatives to restrict continued production of fossil fuels may have substantial impacts on CenterPoint Energy’s electric generationZENS-Related Securities shares would typically be disposed when ZENS are exchanged and natural gas businesses. For example, because Indiana Electric’s current generating facilities substantially rely on coal for their operations, certain financial institutions choose not to participate in CenterPoint Energy’s financing arrangements. Also, certain cities in CenterPoint Energy’s Natural Gas operational footprint have adopted initiatives to prohibit the construction of new natural gas facilities that would provide service and focus on electrification. For example, Minneapolis has adopted carbon emission reduction goals in an effort to decrease reliance on fossil gas. Also, Minnesota cities may consider seeking legislative authority for the ability to enact voluntary enhanced energy standards for all development projects. Any such initiatives and legislation could adversely affect CenterPoint Energy’s results of operations.ZENS-Related Securities shares are sold.

The February 2021 Winter Storm Event has caused severe disruptions to our customersOur potential business strategies and our markets in certainstrategic initiatives, including merger and acquisition activities and the disposition of our jurisdictions and could have a material adverse impact toassets or businesses, may not be completed or perform as expected, adversely affecting our financial condition, results of operations, cash flows and liquidity.

In February 2021, certain of our jurisdictions experienced an extreme and unprecedented winter weather event that resulted in prolonged freezing temperatures, which impacted, and may continue to impact, our businesses.

In Texas, the February 2021 Winter Storm Event caused many electric generation facilities to shut-down, resulting in electricity generation shortages and high electric prices in the wholesale generation market. The electricity generation shortages necessitated ERCOT to direct TDUs, including Houston Electric, to implement controlled outages in their respective service areas. In compliance with ERCOT’s directives and emergency procedures, Houston Electric implemented controlled electricity outages across its service territory, resulting in a substantial number of its customers (on certain days over a million residents) being without power, many for extended periods of time. ERCOT has stated that the electric outages were necessary to avoid prolonged large-scale, state-wide blackouts and long-term damage to the electric system in Texas. As a result, Houston Electric’s sales of transmission and distribution services were diminished or interrupted for several days. Additionally, the electricity generation shortage resulted in wholesale electricity prices increasing to their maximum allowed limit. Many REPs may face financial difficulties due to their inability to recover these high prices from their customers, and any such financial difficulties may impair the ability of these REPs to pay for Houston Electric’s services or could cause them to delay such payments. For further information on the concentration of Houston Electric’s receivables with REPs, see “— Houston Electric’s receivables are primarily concentrated in a small number of REPs, and any delay or default in such payments could adversely affect Houston Electric’s cash flows, financial condition and results of operations.”

During and in the immediate aftermath of the February 2021 Winter Storm Event, there has been focus on the lack of sufficient winterization protection for power generation facilities. On February 18, 2021, the Governor of Texas requested that the Texas Legislature mandate the winterization of the Texas power system, which could include TDUs. If any such protections are required in the future, the cost of such protections may increase the cost of electricity and reduce consumption of electricity by ultimate consumers in Houston Electric’s service territory, which could adversely affect Houston Electric’s results of operations. Any potential decreases in customer usage due to higher electricity prices charged by REPs may not result in increased base rates charged by Houston Electric for its services until its next general base rate proceeding. For further information on Houston Electric’s regulatory proceedings, see “— Rate regulation of Houston Electric’s and Indiana Electric’s businesses may delay or deny their ability to earn an expected return and fully recover their costs.”

Furthermore, the February 2021 Winter Storm Event also impacted the wholesale prices CenterPoint Energy and CERC paid for natural gas and their ability to service customers in their Natural Gas service territories, including due to the reduction in available natural gas capacity and impacts to CenterPoint Energy’s and CERC’s natural gas supply portfolio activities, and the effects of weather on their systems and their ability to transport natural gas, among other things. CenterPoint Energy and CERC experienced significant impacts as the February 2021 Winter Storm Event impacted the overall natural gas market, including resulting in increases in the costs of natural gas supply. In particular, the February 2021 Winter Storm Event also caused severe disruptions in the markets from which CenterPoint Energy and CERC sourced a significant portion of their natural gas for their utility operations, resulting in extraordinary increases in the price of natural gas to CenterPoint Energy and CERC. From February 12, 2021 to February 22, 2021, management estimates CenterPoint Energy spent approximately an incremental $2.5 billion more on natural gas supplies compared to plan (inclusive of an incremental $2.3 billion more spent by CERC on natural gas supplies compared to plan). These amounts are preliminary estimates through February 23, 2021 and are subject to final settlement. These purchases are generally payable at the end of March 2021. As of February 22, 2021, CenterPoint Energy had approximately $2.1 billion in total liquidity. While CenterPoint Energy and CERC will seek to recover these increased gas purchase costs from customers (although neither full recovery nor the timing of that recovery is certain), in the interim, CenterPoint Energy and CERC will seek additional external financing to pay for such natural gas working capital, which may consist of short and long-term debt, but such external financing may not be available on favorable terms or at all. On February 24, 2021, CERC received financing commitments totaling $1.7 billion for a 364-day term loan facility to bridge potential working capital needs. Any additional external debt financing and/or partial or delayed recovery of these natural gas
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costs may negatively impact CenterPoint Energy’s or CERC’s credit metrics, and could lead to a downgrade of CenterPoint Energy’s or CERC’s credit rating. The inability of CenterPoint Energy or CERC to recover all or a portion of the increased costs of natural gas, or any associated delay in recovery, in addition to the increased external financing required to pay for such natural gas could have a material adverse impact on CenterPoint Energy’s or CERC’s, financial condition, results of operations, cash flows and liquidity.

In addition to the risks discussed in this risk factor, for further information on risks related to:

the arranging of future financings on acceptable terms, see “— If we are unable to arrange future financings on acceptable terms, our ability to finance our capital expenditures or refinance outstanding indebtedness could be limited”;
the ability to seek recovery of the additional costs natural gas, see “— Rate regulation of Natural Gas may delay or deny its ability to earn an expected return and fully recover its costs”;
access to natural gas supplies, see “— Access to natural gas supplies and pipeline transmission and storage capacity are essential components of reliable service for Natural Gas’s customers”;
various regulatory, investigations, litigation or other proceedings, see “— In connection with the February 2021 Winter Storm Event, there have been calls for reform of the Texas electric market, which, if implemented, could have material adverse impacts on Houston Electric”;
the fluctuations in notional natural gas prices, see “— Natural Gas is subject to fluctuations in notional natural gas prices, which could affect the ability of its suppliers and customers to meet their obligations or otherwise adversely affect CERC’s liquidity, results of operations and financial condition”;
the impact of a decline in CERC’s credit rating, see “— A decline in CERC’s credit rating could result in CERC having to provide collateral under its shipping arrangements or to purchase natural gas, which consequently would increase its cash requirements and adversely affect its financial condition”; and
potential reforms of the Texas electric market, see “— In connection with the February 2021 Winter Storm Event, there have been calls for reform of the Texas electric market, which, if implemented, could have material adverse impacts on Houston Electric’s business.”

CenterPoint Energy may be unable to effectively complete the integration of the businesses acquired in the Merger, including the integration of technology systems, for which significant time and resources have been allocated thereto.

CenterPoint Energy continues to integrate certain aspects of CenterPoint Energy’s and Vectren’s businesses. The integration of technology systems and processes that CenterPoint Energy uses to plan and report financial information, manage work, monitor systems, respond to outages and perform other critical functions has been, and continues to be, a complex, costly and time consuming process, which is expected to be completed in 2021. CenterPoint Energy may experience delays, cost-overruns or other issues affecting the successful completion of the integration of these technology systems and other related processes. The failure to timely, efficiently and cost-effectively complete the integration could adversely affect CenterPoint Energy’s results of operations and cash flows.

Our financial condition, results of operations and cash flows depend, in part, on our management’s ability to implement our business strategies successfully and realize the anticipated benefits therefrom. In connection with2021, we announced our strategic goals for CenterPoint Energy, including our ten-year capital plan, and net zero and carbon emission reductions goals. Our strategic goals are subject to the integrationrisks described in this section and various assumptions. These assumptions may be proven incorrect or we may not be able to execute on these strategic goals in a timely manner or at all. If we are unable to execute on our strategic goals, including our ten-year capital plan, the benefits therefrom may not be fully realized, if at all, and our reputation may be adversely affected.

From time to time we have made, and may continue to make, acquisitions or divestitures of businesses and assets, such as our proposed sale of our Louisiana and Mississippi natural gas local distribution companies, our completed sale of our Energy Systems Group business, form joint ventures or undertake restructurings, such as the Restructuring. However, suitable acquisition candidates or potential buyers may not continue to be available on terms and conditions we find acceptable, or the expected benefits of completed acquisitions or dispositions may not be realized fully or at all, or may not be realized in the anticipated timeframe. If we are unable to make acquisitions, or if those acquisitions do not perform as anticipated, our future growth may be adversely affected. Further, any completed or future acquisitions or dispositions involve substantial risks, including the following:

acquired businesses or assets may not produce revenues, earnings or cash flow at anticipated levels;
acquired businesses or assets could have environmental, permitting or other problems for which contractual protections prove inadequate;
we may assume liabilities that were not disclosed to us, that exceed our estimates, or for which our rights to indemnification from the seller are limited;
we may be unable to integrate acquired businesses successfully and realize anticipated economic, operational and other benefits in a timely manner, which could result in substantial costs and delays or other operational, technical or financial problems;
acquisitions or dispositions, or the pursuit of such technology systemstransactions, including any separation or disentanglement efforts or requirements, such as the provision of transition services, could disrupt our ongoing businesses, distract management, divert resources and processes,make it difficult to maintain current business standards, controls and procedures; and
we may not receive regulatory approvals necessary to complete an acquisition or disposition in a timely manner or at all.

On February 19, 2024, CenterPoint Energy, must also successfully designthrough its subsidiary CERC Corp., entered into the LAMS Asset Purchase Agreement to sell its Louisiana and operateMississippi natural gas local distribution company businesses. The transaction is expected to close in the first quarter of 2025. For further information, see Note 21 to the consolidated financial statements. We can make no assurances regarding the completion of this sale, which could be subject to delays or otherwise not consummated.

Changing demographics, poor investment performance of pension plan assets and other factors adversely affecting the calculation of pension liabilities could unfavorably impact our financial condition, results of operations and liquidity.

CenterPoint Energy and its systemssubsidiaries maintain qualified defined benefit pension plans covering certain of internal controlsits employees. Costs associated with these plans are dependent upon a number of factors including the investment returns on plan assets, the level of interest rates used to continuecalculate the funded status of the plan, contributions to accurately provide reliablethe plan, the number of plan participants and government regulations with respect to funding requirements and the calculation of plan liabilities. Funding requirements may increase and CenterPoint Energy may be required to make unplanned contributions in the event of a decline in the market
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value of plan assets, a decline in the interest rates used to calculate the present value of future plan obligations, or government regulations that increase minimum funding requirements or the pension liability. In 2023, 2022 and 2021, CenterPoint Energy had a settlement expense for its pension plans as a result of an increase in eligible employee retirements and pension plan distributions. See Note 8 to the consolidated financial reports,statements for further information. In addition to affecting CenterPoint Energy’s funding requirements, these factors could adversely affect our financial condition, results of operations and liquidity.

We may be significantly affected by changes in federal income tax laws and regulations, including reportingany comprehensive federal tax reform legislation.

Our businesses are impacted by U.S. federal income tax policy. The TCJA, CARES Act, and the IRA significantly changed the U.S. Internal Revenue Code, including taxation of U.S. corporations, by among other things, reducing the federal corporate income tax rate, limiting interest deductions, altering the expensing of capital expenditures, enacting a new CAMT, and expanding federal tax credits for cleaner energy production. Based on information and forecasts as of December 31, 2023, the Registrants will be subject to the CAMT included in the IRA.

The interpretive guidance issued by the IRS and state tax authorities may be inconsistent with our interpretation and the legislation could be subject to amendments, which could lessen or increase certain impacts of the legislation. In addition, the retail regulatory treatment of the expanded tax credits and CAMT could impact the Registrants’ future cash flows, and this legislation could result in unintended consequences not yet identified that could have an adverse impact on the Registrants’ financial results and future cash flows.

Further federal tax reform legislation could be enacted that may significantly change the federal income tax laws applicable to domestic businesses, including changes that may increase the federal income tax rate and impact investment incentives and deductions for depreciation and interest, among other deductions. While CenterPoint Energy and its subsidiaries cannot assess the overall impact of any such potential legislation on our businesses, it is possible that our financial condition, results of operations or cash flows effectively prevent fraud and operate successfully as a public company. If CenterPoint Energy’s efforts to maintain an effective system of internal controls throughout the integration of its technology systems are not successful,could be negatively impacted. Furthermore, with any enacted federal tax reform legislation, it is unableuncertain how state commissions and local municipalities may require us to maintain adequate controls over itsrespond to the effects of such tax legislation, including determining the treatment of EDIT and other increases and decreases in our revenue requirements. As such, potential regulatory actions in response to any enacted tax legislation could adversely affect our financial reportingcondition, results of operations and processescash flows.

Risk Factors Affecting Safety and Security Risks

The Registrants’ businesses have safety risks.

The Registrants’ facilities and distribution and transmission systems have been and may in the future be involved in incidents that result in injury, death, or it is unableproperty loss to comply with its obligations under Section 404employees, customers, third parties, or the public. Although the Registrants have insurance coverage for many potential incidents, depending upon the nature and severity of the Sarbanes-Oxley Act of 2002,any incident, they could experience financial loss, claims and litigation, damage to their reputation, and negative consequences from regulatory authorities or other public authorities. Further, certain CenterPoint Energy employees who work in the field have experienced threats of violence during the performance of their work. Threats of violence, actual violence and other concerns may result in field employees being unable or unwilling to complete critical functions, which could be harmed oradversely affect our businesses, financial condition and results of operations, and could make it may failharder to meet its reporting obligations. Ineffective internal controls also could cause investors to lose confidence in CenterPoint Energy’s reported financial information, which would likely have a negative effect on, among other things, the trading prices of its securities.recruit and retain certain employees.

OurCyberattacks, physical security breaches, acts of terrorism or other disruptions could adversely impact our reputation, financial condition, results of operations financial condition and cash flows may be adversely affected if we are unable to successfully operate our facilities or perform certain corporate functions.flows.

Our performance depends onWe are subject to cyber and physical security risks related to our information technology systems, operational technology, network infrastructure, and other technology and facilities used to conduct almost all of our businesses. For example, the successful operation of our facilities. Operating these facilities involves many risks inherent in theelectric generation, transmission and distribution systems are dependent on not only physical interconnection of electricityour facilities but also on communications among the various components of our systems and third-party systems. This reliance on information and communication between and among those components has increased since deployment of the intelligent grid, smart devices and operational technologies across our businesses. Further, certain of the various internal systems we use to conduct our businesses are highly integrated. Consequently, a cyberattack or unauthorized access in any one of these systems could potentially impact the deliveryother systems. Similarly, our business operations are interconnected with external networks and facilities. For example, the operation of an efficient deregulated wholesale and retail electric market in Texas mandates communication with ERCOT, and competitive retailers; and our Indiana Electric organization has a similar relationship with MISO. Also, the distribution of natural gas that could result in substantial losses or other damages. These risks include, but are not limited to the following:

operator error or failure of equipment or processes, including failure to follow appropriate safety protocols;
the handling of hazardous equipment or materials that could result in serious personal injury, loss of life and environmental and property damage;our customers requires communications with third-party
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systems. Disruption of those communications, whether caused by physical disruption such as storms or other natural disasters, by failure of equipment or technology or by man-made events, such as cyberattacks or acts of terrorism, may disrupt our ability to conduct operations and control assets.

operating limitations that
The sophistication of cybersecurity threats, including those leveraging AI, continues to increase, and the controls and preventative actions we take to reduce the risk of cybersecurity incidents and protect our systems, including the regular testing of our cybersecurity incident response plan, may be imposed by environmental or other regulatory requirements;
labor disputes;
information technology or financial and billing system failures, including those due to the implementation and integration ofinsufficient. In addition, new technology that impaircould result in greater operational efficiency, such as our use of AI, may further expose our computer systems to the risk of cybersecurity incidents. Cyberattacks, including phishing attacks and threats from the use of malware, ransomware and viruses or malicious code, and unauthorized access could also result in the loss, or unauthorized use, of confidential, proprietary or critical infrastructure data or security breaches of other information technology systems that could disrupt operations and critical business functions, adversely affect reputation, impact our customers, increase costs and subject us to possible legal claims and liability. While we have implemented and maintain a cybersecurity program designed to protect our information technology, infrastructure, reportingoperational technology, and data systems from such attacks, our cybersecurity program does not prevent all breaches or disrupt normal business operations;
information technology failure that affects our ability to access customer information or causes us to lose confidential or proprietary data that materially and adversely affects our reputation or exposes us to legal claims; and
catastrophic events such as fires, earthquakes, explosions, leaks, floods, droughts, hurricanes, ice storms, flooding, terrorism, wildfires, pandemic health events or other similar occurrences, including any environmental impacts related thereto, which catastrophic events may require participation in mutual assistance efforts by us or other utilities to assist in power restoration efforts.

Such events may result in a decrease or elimination of revenue from our facilities,cyberattack incidents. We have experienced an increase in the costnumber of operatingattempts by external parties to access our facilitiesnetworks or delaysour company data without authorization. We have also experienced, and expect to continue to experience, cyber intrusions and attacks to our information systems and those of third parties, including vendors, suppliers, contractors and quasi government entities who perform certain services for us or administer and maintain our sensitive information. These prior intrusions and attacks have not had a material impact on our business, results of operations, or financial condition. Because technology is increasingly complex and cyberattacks are increasingly sophisticated and more frequent, there is a risk such incidents could have an adverse effect on us in cash collections,the future. The risk of a disruption or breach of our operational technology systems, or the compromise of the data processed in connection with our operations, through a cybersecurity breach or ransomware attack, has increased as attempted attacks have advanced in sophistication and number around the world. We are not fully insured against all cybersecurity risks, any of which could adversely affect our reputation and could have a materialan adverse effect on our financial condition, results of operations and cash flows.

We depend on the secure operations of our physical assets to transport the energy we deliver and our information technology to process, transmit and store electronic information, including information and operational technology we use to safely operate our energy transportation systems. Security breaches, attacks on our infrastructure and facilities, including against the Registrants or as a means to harm a third-party by disrupting the transmission and distribution of energy, or acts of terrorism, including by foreign or domestic actors, could expose our business to a risk of loss, misuse or interruption of critical physical assets or information and functions that affect our operations, as well as potential data privacy breaches and loss of protected personal information and other sensitive information, such as Critical Energy Infrastructure Information. Such losses could result in operational impacts, damage to our assets, public or personal safety incidents, impacts to our customers, damage to the environment, reputational harm, competitive disadvantage, regulatory enforcement actions, litigation and a potential adverse effect on our operations, financial condition, and/orresults of operations and cash flows. There is no certainty that costs incurred related to actual or thwarted cyberattacks, or for the safeguarding against such security threats, will be recoverable through rates.

Compliance with and changes in cybersecurity laws and regulations have a cost and operational impact on our business, and failure to comply with such requirements could adversely impact our reputation, financial condition, results of operations and cash flows.

Cyberattacks are becoming more sophisticated, and U.S. government warnings have indicated infrastructure assets, including pipelines and electric generation and infrastructure, may be specifically targeted by certain groups. The TSA announced two new security directives in the second and third quarters of 2021. These directives required critical pipeline owners to comply with mandatory reporting measures, designate a cybersecurity coordinator, provide vulnerability assessments, and ensure compliance with certain cybersecurity requirements. In the third quarter of 2022, the TSA made significant updates to one of the security directives to require critical pipeline owners to establish and implement a TSA-approved Cybersecurity Implementation Plan, develop and maintain a Cybersecurity Incident Response Plan, and establish a Cybersecurity Assessment Plan. The TSA approved CenterPoint Energy’s Cybersecurity Implementation Plan in December 2022. The TSA further updated and renewed the pipeline security directive in July 2023 with updated requirements for Pipeline Cybersecurity Mitigation Actions, Contingency Planning, and Testing. CenterPoint Energy continues to take measures to comply with the TSA pipeline security directive requirements. We may be required to expend significant additional resources and costs to respond to cyberattacks, to continue to modify or enhance our protective measures, or to assess, investigate and remediate any critical infrastructure security vulnerabilities. There is no certainty that such costs incurred will be recovered through rates. Any failure to remain in compliance with these government regulations or failure in our cybersecurity protective measures may result in enforcement actions which may have an adverse effect on our reputation, financial condition, results of operations and cash flows.
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Failure to maintain the security of personal information could adversely affect us.

In connection with our businesses, we and our third parties (vendors, suppliers, and contractors) collect and retain personal information (for example, information of our customers, shareholders, suppliers and employees), and there is an expectation that we and such third parties will adequately protect that information. The regulatory environment surrounding information security and data privacy continues to evolve and is increasingly demanding. New laws and regulations governing data privacy and the unauthorized disclosure of confidential information pose increasingly complex compliance challenges and elevate our costs. Any failure by us to comply with these laws and regulations, including as a result of a security or privacy breach, could result in significant costs, fines and penalties and liabilities for us. While we have implemented and maintain a cybersecurity program designed to protect our information technology, operational technology, and data systems from attacks, and while we have implemented and maintain a data privacy program designed to manage and protect personal information, neither program can prevent all security or privacy breaches. We and some of our third parties that maintain personal information have experienced, and expect to continue to experience, data privacy incidents and breaches; however, to date, we have not experienced a material data privacy incident or breach. A significant theft, loss or fraudulent use of the personal information we maintain, or failure of our vendors, suppliers and contractors to use or maintain such data in accordance with contractual provisions and other legal requirements, could adversely impact our reputation and could result in significant costs, fines and penalties and liabilities for us. Additionally, if we acquire a company that has violated or is not in compliance with applicable data protection privacy, we may incur significant liabilities and penalties as a result.

We may not be successful in our adoption of AI, which could adversely affect our business, reputation, or financial results.

We are using and exploring the further use of AI, including generative AI, and its ability to enhance the services we offer to the communities we serve. There are significant risks involved in developing and deploying AI, and there can be no assurance that the use of AI will enhance our services or be beneficial to our business, including with respect to the efficiency and resiliency of our systems. For example, our AI-related efforts may give rise to risks related to harmful content, accuracy, bias, discrimination, toxicity, intellectual property infringement or misappropriation, defamation, data privacy, and cybersecurity, among others. In addition, the adoption of AI may subject us to new or enhanced governmental or regulatory scrutiny, new or amended laws, rules, directives, and regulations governing the use of AI, litigation, ethical concerns, negative consumer perceptions as to automation and AI, or other complications that could adversely affect our business, reputation, or financial results. We may not be able to recover our investments in AI technology through our regulatory proceedings, and our use of AI may subject us to legal liability. Similarly, as AI continues to evolve we may not be able to adopt and implement AI as quickly as our customers or communities desire or regulators may require, which could also adversely affect us. AI is a relatively new and rapidly evolving technology, and we are unable to predict all of the risks that may result from the adoption of our AI initiatives.

General and Other Risks

Our revenues and results of operations are seasonal.

A significant portion of Houston Electric’s revenues is derived from rates that it collects from each REP based on the amount of electricity it delivers on behalf of such REP. Similarly, Indiana Electric’s revenues are derived from rates it charges its customers to provide electricity. Natural Gas’ revenues are primarily derived from natural gas sales. Consequently, Houston Electric’s, Indiana Electric’s and Natural Gas’ revenues and results of operations are subject to seasonality, weather conditions and other changes in electricity and natural gas usage, as applicable. Houston Electric’s revenues are generally higher during the warmer months. As in certain past years, unusually mild weather in the warmer months could diminish Houston Electric’s results of operations and harm its financial condition. Conversely, as in certain past years, extreme warm weather conditions could increase Houston Electric’s results of operations in a manner that would not likely be annually recurring. A significant portion of Indiana Electric’s sales are for space heating and cooling. Consequently, as in certain past years, Indiana Electric’s results of operations may be adversely affected by warmer-than-normal heating season weather or colder-than-normal cooling season weather, while, as has occurred in certain past years, more extreme seasonal weather conditions could increase Indiana Electric’s results of operations in a manner that would not likely be annually recurring. Natural Gas’ revenues are customarily higher during the winter months. As in certain past years, unusually mild weather in the winter months could diminish Natural Gas’ results of operations and harm its financial condition. Conversely, as occurred in certain past years, extreme cold weather conditions could increase its results of operations in a manner that would not likely be annually recurring. For information related to ourweather normalization regulatory mechanisms and weather hedges, see Note 9(a) to the consolidated financial statements. For additional risks related to the February 2021 Winter Storm Event, see “—The February 2021 Winter Storm Event has caused severe disruptions to our customers and our markets in certain of our jurisdictions and could have a material adverse impact to our financial condition, results of operations, cash flows and liquidity” below and Note 227 to the consolidated condensed financial statements for further information.

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Climate changeschange could adversely impact financial results from our businesses and result in more frequent and more severe weather events that could adversely affect our results of operations.

A changing climate creates uncertainty and could result in broad changes, both physical and financial in nature, to our service territories.territories and our business. If climate changes occur that result in warmer temperatures than normal in our service territories, financial results from our businesses could be adversely impacted. For example, Natural Gas could be adversely affected through lowerwhere natural gas usage.is used to heat homes and businesses, warmer weather might result in less natural gas being used, adversely affecting us. Another possible result of climate change is more frequent and more severe weather events, such as hurricanes, tornadoes, orand severe winter weather conditions, including ice storms.storms, all of which may impact our operations and ability to serve our customers. To the extent the frequency and severity of extreme weather events increases, our costs of providing service may increase, including the costs and availability of procuring insurance related to such impacts, and those costs may not be recoverable. Further, events of extreme weather could make it unsafe or hinder the effectiveness of our employees to fix, maintain and restore power to affected areas and could harm our reputation. Since certain of our facilities are located along or near the Gulf Coast,Texas gulf coast, increased or more severe hurricanes or tornadoes could increase our costs to repair damaged facilities and restore service to our customers. For example, in 2020, eight named storms occurred along the Gulf Coast. Of these eight storms, we experienced four named hurricanes in our service territories, which impacted our Natural Gas facilities. Our electricElectric and Natural Gas operations in our servicesservice territories were both also impacted due to the February 2021 Winter Storm Event. For further information onby the February 2021 Winter Storm Event see Note 22 to the consolidated financial statements and “—The February 2021 Winter Storm Event has caused severe disruptions to our customers and our markets in certain of our jurisdictions and could experience a similar event in the future, which could have a materialan adverse impact toon our financial condition, results of operations and cash flows and liquidity” above.flows. In the long term, climate change could also cause shifts in population, including customers moving away from our service territories. When we cannot deliver electricity or natural gas to customers or our customers cannot receive our services, our financial results can beare impacted by lost revenues, and we generally must seek approval from regulators to recover restoration costs. To the extent we are unable to recover those costs or recover in a timely manner, or if higher rates resulting from our recovery of such costs resultresults in higher rates and reduced demand for our services, our future financial results may be adversely impacted. AnySimilarly, public and private efforts to address climate change, such decreased energy use may also requireas by legislation, regulation, actions by private interest groups, and litigation, could impact our ability to continue operating our businesses as we do today, significant aspects of which rely on fossil fuels. These initiatives could have a significant impact on us and our operations as well as on our third-party suppliers, vendors and partners, which could impact us by among other things, causing permitting and construction delays, project cancellations or increased project costs passed on to retire current infrastructure that is no longer needed. Further,us. For further information on these initiatives, please see “— We are subject to operational…” Finally, we may be subject to climate change lawsuits,litigation, which could result in substantial fines, penalties or damages.damages and restrictions on our operations. The oil and gas industry has already faced such litigation, challenging its marketing and use of fossil fuels and attributing climate change to emissions resulting from the use of fossil fuels, and other industries, including ours, could face such litigation in the future. For more information, see Note 7 to the consolidated financial statements, and “— CenterPoint Energy is subject to operational and financial risks...”

We are exposed to risks related to reduction in energy consumption due to factors such as changes in customers’ perceptions from incidents of other utilities.

Our businesses are affected by reduction in energy consumption due to factors including economic, climate and market conditions in our service territories, energy efficiency initiatives, use of alternative technologies and changes in our customers’ perceptions regarding natural gas usage as a result of incidents of other utilities involving natural gas pipelines, which could impact our ability to grow our customer base and our rate of growth. Growth in customer accounts and growth of customer usage each directly influence demand for electricity and natural gas and the need for additional delivery facilities. Customer growth and customer usage are affected by a number of factors outside our control, such as mandated energy efficiency measures, bans on or further regulation of natural gas-fired appliances, demand-side management goals, distributed generation resources and economic and demographic conditions, including population changes, job and income growth, housing starts, new business formation and the overall level of economic activity. Declines in demand for electricity and natural gas in our service territories due to pipeline incidents of other utilities, increased electricity and natural gas prices as experienced during the February 2021 Winter Storm Event and during periods of persisting high inflation or economic downturns, among other factors, could reduce overall usage and lessen cash flows, especially as industrial customers reduce production and, therefore, consumption of electricity and natural gas. Although Houston Electric’s and Indiana Electric’s transmission and distribution businesses are subject to regulated allowable rates of return and recovery of certain costs under periodic adjustment clauses, overall declines in electricity delivered and used as a result of economic downturn or recession could reduce revenues and cash flows, thereby diminishing results of operations. A reduction in the rate of economic, employment and/or population growth could result in lower growth and reduced demand for and usage of electricity and natural gas in such service territories. Some or all of these factors could result in a lack of growth or decline in customer demand for electricity or natural gas or number of customers and may result in our failure to fully realize anticipated benefits from significant capital investments and expenditures, which could have an adverse effect on our financial condition, results of operations and cash flows.

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Aging infrastructure may lead to increased costs and disruptions in operations that could negatively impact our financial results.

We have risks associated with aging infrastructure assets, including the failure of equipment or processes and potential breakdowns due to such aging. The age of certain of our assets may result in a need for replacement or higher level of maintenance costs because of our risk based federal and state compliant integrity management programs. As part of our long-term capital plan, we continue to make upgrades to our aging infrastructure assets to enhance the reliability of our infrastructure. Failure to achieve timely and full recovery of these expenses associated with our aging infrastructure could adversely impact revenues and could result in increased capital expenditures or expenses. In addition, the nature of information available on aging infrastructure assets may make inspections, maintenance, upgrading and replacement of the assets particularly challenging. Also, our ability to successfully maintain or replace our aging infrastructure may be delayed or be at a greater cost than anticipated due to supply chain disruptions. Further, with respect to Natural Gas’ operations, if certain pipeline replacements (for example, cast-iron or bare steel pipe) are not completed timely or successfully, government agencies and private parties might allege the uncompleted replacements caused events such as fires, explosions or leaks. Although we maintain insurance for certain of our facilities, our insurance coverage may not be sufficient in the event that a catastrophic loss is alleged to have been caused by a failure to timely complete equipment replacements. Insufficient insurance coverage and increased insurance costs could adversely impact our financial condition, results of operations financial condition and cash flows. Finally, aging infrastructure may complicate our utility operations ability to address climate change concerns and efforts to enhance resiliency and reliability. See “— Disruptions to the global supply...”
Our financial condition, results of operations and cash flows may be adversely affected if we are unable to successfully operate our facilities or perform certain corporate functions.

Our performance depends on the successful operation of our facilities. Operating these facilities involves many risks inherent in the generation, transmission and distribution of electricity and in the delivery of natural gas that could result in substantial losses or other damages. From time to time, we have and may in the future experience various risks associated with the operations of our facilities, including, but not limited to, the following:

operator error or failure of equipment or processes, including failure to follow appropriate safety protocols for, among others, the transmission and distribution of electricity and in the delivery of natural gas, including operations of our peak shaving, propane-air facilities;
the handling of hazardous equipment or materials that could result in serious personal injury, loss of life and environmental and property damage;
operating limitations that may be imposed by environmental or other regulatory requirements;
labor disputes;
information technology or financial and billing system failures, including those due to the implementation and integration of new technology, that impair our information technology infrastructure, reporting systems or disrupt normal business operations;
compliance mandates that result in penalties from our regulators;
failure to obtain in a timely manner and at reasonable prices the necessary fuel, such as coal and natural gas, building materials or other items needed to operate our facilities;
information technology failure that affects our ability to access customer information or causes us to lose confidential or proprietary data that adversely affects our reputation or exposes us to legal claims; and
catastrophic events such as fires, earthquakes, explosions, leaks, floods, droughts, hurricanes, ice storms, flooding, terrorism, wildfires, pandemic health events or other similar occurrences, including any environmental impacts related thereto, which catastrophic events may require participation in mutual assistance efforts by us or other utilities to assist in power restoration efforts.

Such events may result in a decrease or elimination of revenue from our facilities, an increase in the cost of operating our facilities or delays in cash collections, any of which could have an adverse effect on our financial condition, results of operations and cash flows. Such events have and may in the future result in the imposition of regulatory or environmental fines and increased litigation.

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Our businesses will continue to have to adapt to technological change and may not be successful or may have to incur significant expenditures to adapt to technological change.

We operate businesses that require sophisticated data collection, processing systems, software and other technology. Some of the technologies supporting the industries we serve are changing rapidly and increasing in complexity. New technologies will emerge or grow that may be superior to, or may not be compatible with, some of our existing technologies, and may require us to make significant investments and expenditures so that we can continue to provide cost-effective and reliable methods for energy production and delivery. Among such technological advances are distributed generation resources (e.g., private solar, microturbines, fuel cells), energy storage devices and more energy-efficient buildings and products designed to reduce energy consumption and waste. As these technologies become a more cost-competitive option over time, whether through cost effectiveness or government incentives and subsidies, such as under the IRA, certain customers may choose to meet their own energy needs and subsequently decrease usage of our systems and services, including Indiana Electric’s generating facilities becoming less competitive and economical. Further, certain regulatory and legislative bodies have introduced or are considering requirements and/or incentives to reduce energy consumption by certain dates. Additionally,Just as high inflation and rising interest rates, incentivize our customers to consume less energy, technological advances driven by federal laws mandating new levels of energy efficiency in end-use electric and natural gas devices or other improvements in or applications of technology could lead to declines in per capita energy consumption.

Our future success will depend, in part, on our ability to anticipate and adapt to these technological changes in a cost-effective manner, to offer, on a timely basis, reliable services that meet customer demands and evolving industry standards, and to recover all, or a significant portion of, any unrecovered investment in obsolete assets. If we fail to adapt successfully to any technological change or obsolescence, fail to obtain access to important technologies or incur significant expenditures in adapting to technological change, or if implemented technology does not operate as anticipated, our businesses, operating results, financial condition and cash flows could be materially and adversely affected.

Our potential business strategies and strategic initiatives, including merger and acquisition activities and the disposition of assets or businesses, may not be completed or perform as expected, adversely affecting our financial condition, results of operations and cash flows.

Our financial condition, results of operations and cash flows depend, in part, on our management’s ability to implement our business strategies successfully and realize the anticipated benefits therefrom. In May 2020, our Board of Directors established a Business Review and Evaluation Committee, which was designed to assist the Board of Directors in evaluating and optimizing our businesses, assets and ownership interests. In October 2020, the Business Review and Evaluation Committee of the Board of Directors completed its review and made final recommendations to the full Board of Directors. Our business strategy incorporated the Business Review and Evaluation Committee’s recommendations to further increase our planned capital expenditures in our electric and Natural Gas businesses to support rate base growth and sell certain of our Natural Gas businesses located in Arkansas and Oklahoma as a means to efficiently finance a portion of such increased capital expenditures, among other recommendations. From time to time we have made, and may continue to make, acquisitions or divestitures of businesses and assets, including our proposed sale of our Natural Gas businesses in Arkansas and Oklahoma and the Enable Merger, form joint ventures or undertake restructurings. However, suitable acquisition candidates or potential buyers may not continue to be available on terms and conditions we find acceptable, or the expected benefits of completed acquisitions may not be realized fully or at all, or may not be realized in the anticipated timeframe. In particular, if proceeds from our proposed sale are less than what we anticipate or if those sales or the Enable Merger are not completed for any reason, we may be required to seek alternative methods to finance our proposed capital expenditure program or cut back on such capital expenditure program.
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For additional risks related to the Enable Merger, see the risks listed under the “Risk Factors Affecting CenterPoint Energy’s Interests in Enable Midstream Partners, LP” and Note 22 to the consolidated financial statements for further information on the Enable Merger. If we are unable to make acquisitions, or if those acquisitions do not perform as anticipated, our future growth maycould be adversely affected.    Further, any completed or future acquisitions involve substantial risks, including the following:

acquired businesses or assets may not produce revenues, earnings or cash flow at anticipated levels;
acquired businesses or assets could have environmental, permitting or other problems for which contractual protections prove inadequate;
we may assume liabilities that were not disclosed to us, that exceed our estimates, or for which our rights to indemnification from the seller are limited;
we may be unable to integrate acquired businesses successfully and realize anticipated economic, operational and other benefits in a timely manner, which could result in substantial costs and delays or other operational, technical or financial problems; and
acquisitions, or the pursuit of acquisitions, could disrupt our ongoing businesses, distract management, divert resources and make it difficult to maintain current business standards, controls and procedures.    

We are exposed to risks related to reduction in energy consumption due to factors such as unfavorable economic conditions in our service territories and changes in customers’ perceptions from incidents of other utilities involving natural gas pipelines.

Our businesses are affected by reduction in energy consumption due to factors including economic climate and market conditions in our service territories, energy efficiency initiatives, use of alternative technologies and changes in our customers’ perceptions regarding natural gas usage as a result of incidents of other utilities involving natural gas pipelines, which could impact our ability to grow our customer base and our rate of growth. Growth in customer accounts and growth of customer usage each directly influence demand for electricity and natural gas and the need for additional delivery facilities. Customer growth and customer usage are affected by a number of factors outside our control, such as mandated energy efficiency measures, demand-side management goals, distributed generation resources and economic and demographic conditions, including population changes, job and income growth, housing starts, new business formation and the overall level of economic activity. Declines in demand for electricity and natural gas in our service territories due to pipeline incidents of other utilities, increased electricity and natural gas prices as experienced during the February 2021 Winter Storm Event and economic downturns, among other factors, could reduce overall usage and lessen cash flows, especially as industrial customers reduce production and, therefore, consumption of electricity and natural gas. Although Houston Electric’s and Indiana Electric’s transmission and distribution businesses are subject to regulated allowable rates of return and recovery of certain costs under periodic adjustment clauses, overall declines in electricity delivered and used as a result of economic downturn or recession could reduce revenues and cash flows, thereby diminishing results of operations. Additionally, the significant decline in energy and commodity prices that occurred during 2020, if sustained into 2021, could cause the rate of economic, employment and/or population growth in certain of our service territories to decline. In particular, Houston, Texas has a higher percentage of employment tied to the energy sector relative to other regions of the country. A reduction in the rate of economic, employment and/or population growth could result in lower growth and reduced demand for and usage of electricity and natural gas in such service territories. As such, sustained low energy and commodity prices could have an adverse impact on our financial condition, results of operations, cash flows and liquidity. Some or all of these factors could result in a lack of growth or decline in customer demand for electricity or number of customers and may result in our failure to fully realize anticipated benefits from significant capital investments and expenditures, which could have a material adverse effect on their financial position, results of operations and cash flows.

Risk Factors Affecting CenterPoint Energy’s Interests in Enable Midstream Partners, LP (CenterPoint Energy)

CenterPoint Energy’s cash flows will be adversely impacted if it receives less cash distributions from Enable than it currently expects, whether as a result of Enable’s performance or otherwise, or if it reduces its ownership in Enable.

CenterPoint Energy holds a substantial limited partner interest in Enable (53.7% of the outstanding common units representing limited partner interests in Enable as of December 31, 2020), as well as 50% of the management rights in Enable GP and a 40% interest in the incentive distribution rights held by Enable GP. As of December 31, 2020, CenterPoint Energy owned an aggregate of 14,520,000 Enable Series A Preferred Units representing limited partner interests in Enable. Accordingly, CenterPoint Energy’s future earnings, results of operations, cash flows and financial condition will be affected by the performance of Enable, the amount of cash distributions it receives from Enable and the value of its interests in Enable.

Enable has historically been expected to pay a minimum quarterly distribution of $0.2875 per unit, or $1.15 per unit on an annualized basis, on its outstanding common units to the extent it has sufficient cash from operations after establishment of cash
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reserves and payment of fees and expenses, including payments to Enable GP and its affiliates (referred to as “available cash”). Enable may not have sufficient available cash each quarter to enable it (i) to pay distributions on the Enable Series A Preferred Units or (ii) maintain or increase the distributions on its common units. On April 1, 2020, in response to COVID-19 and economic conditions impacting the oil and gas industry, Enable announced a reduction in its quarterly distributions per common unit from $0.3305 distributed for the fourth quarter 2019 to $0.16525, representing a 50% reduction. This reduction has resulted in, and is expected to result in additional, quarterly distributions to CenterPoint Energy that fall below the expected minimum quarterly distribution of $0.2875 per common unit. This reduction in Enable’s quarterly distributions per common unit reduces its common unit distributions to CenterPoint Energy by approximately $155 million per year assuming no further reductions. To the extent such economic conditions persist or further deteriorate, quarterly distributions on Enable’s common units may be subject to further reductions. For further discussion regarding CenterPoint Energy’s impairment of its equity investment in Enable, please see “—An impairment of goodwill, long-lived assets, including intangible assets, equity method investments and an impairment or fair value adjustment to CenterPoint Energy’s Enable Series A Preferred Unit investment could reduce our earnings.”

Enable is expected to pay a distribution of $0.625 per Enable Series A Preferred Unit, or $2.50 per Enable Series A Preferred Unit on an annualized basis, until February 17, 2021. Thereafter, Enable is expected to pay a distribution on the Enable Series A Preferred Units with an annual rate equal to three-month LIBOR plus 8.5%. Distributions on each Enable Series A Preferred Unit are not mandatory and are non-cumulative in the event distributions are not declared on the Enable Series A Preferred Units. Additionally, distributions on the Enable Series A Preferred Units reduce the amount of available cash Enable has to pay distributions on its common units. The amount of cash Enable can distribute on its common units and the Enable Series A Preferred Units will principally depend upon the amount of cash it generates from its operations, which will fluctuate from quarter to quarter based on, among other things, the fees and gross margins it realizes with respect to the volume of natural gas, NGLs and crude oil that it handles and the prices of, levels of production of, and demand for natural gas, NGLs and crude oil. Please refer to Enable’s operational, regulatory and financial risks and other factors set forth in its SEC filings that may have a material impact on its performance and cash distributions, and, hence, the value of CenterPoint Energy’s interests in Enable.

Additionally, CenterPoint Energy’s process of evaluating and optimizing the various businesses, assets and ownership interests currently held by it considered, among other things, various plans, proposals and other strategic alternatives with respect to Enable and CenterPoint Energy’s investment in Enable. In February 2021, CenterPoint Energy announced its support of the Enable Merger, which is expected to close in the second half of 2021, subject to customary closing conditions, including Hart-Scott-Rodino antitrust clearance. See Note 22 to the consolidated financial statements for further information. CenterPoint Energy may not realize any or all of the anticipated strategic, financial, operational or other benefits from the Enable Merger, if completed, or from any disposition or reduction of its resulting investment in Energy Transfer. There can be no assurances that any disposal of Energy Transfer common units or Energy Transfer Series G Preferred Units will be completed. Any disposal of such securities may involve significant costs and expenses, including in connection with any public offering, a significant underwriting discount. There can be no assurances that CenterPoint Energy will be able to reinvest any proceeds from the disposition of any Energy Transfer common units or Energy Transfer Series G Preferred Units, if any, when received as a result of the closing of the Enable Merger, in a manner that provides for a similar rate of return as those securities.

We cannot be certain of the precise value of any merger consideration we may receive in the Enable Merger because the exchange ratio is fixed and the market price of Energy Transfer’s common units may fluctuate.

At the time the Enable Merger is completed, each issued and outstanding Enable common unit we own will be converted into the right to receive the merger consideration of 0.8595 of one common unit representing limited partner interests in Energy Transfer. The exchange ratio for the merger consideration is fixed, and there will be no adjustment to the merger consideration for changes in the market price of Energy Transfer’s common units or Enable’s common units prior to the completion of the Enable Merger. If the Enable Merger is completed, there will be a time lapse between the Enable Merger Agreement date and the date on which we are entitled to, and actually receive, the merger consideration. The market value of Energy Transfer’s common units may fluctuate during this period as a result of a variety of factors, including general market and economic conditions, changes in Energy Transfer’s businesses, operations and prospects and regulatory considerations. Such factors are difficult to predict and, in many cases, may be beyond Enable’s and Energy Transfer’s control. The actual value of any merger consideration we receive upon the completion of the Enable Merger will depend on the market value of the Energy Transfer common units at that time. This market value may differ, possibly materially, from the market value of Energy Transfer’s common units at the time the merger agreement was entered into or at any other time.

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The Enable Merger may not be completed, and the Enable Merger Agreement may be terminated in accordance with its terms.

The Enable Merger is subject to a number of conditions that must be satisfied or waived prior to its completion, including (i) the receipt of the required approvals from Enable’s unitholders, (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Act, (iii) the absence of any governmental order or law that prohibits or makes illegal the consummation of the Enable Merger, (iv) Energy Transfer common units issuable in connection with the Enable Merger having been authorized for listing on the New York Stock Exchange, subject to official notice of issuance and (v) Energy Transfer’s registration statement on Form S-4 having been declared effective by the SEC under the Securities Act. The obligation of each party to consummate the Enable Merger is also conditioned upon the other party’s representations and warranties being true and correct (subject to certain materiality exceptions) and the other party having performed in all material respects its obligations under the Enable Merger Agreement. Enable’s obligation to consummate the Enable Merger is further conditioned upon the receipt of a customary tax opinion of counsel that for U.S. federal income tax purposes, subject to certain exceptions, (i) it should not recognize any income or gain as a result of the Enable Merger and (ii) no gain or loss should be recognized by holders of Enable’s common units or Series A Preferred Units as a result of the Enable Merger. These conditions to the completion of the Enable Merger may not be satisfied or waived in a timely manner or at all, and, accordingly, the Enable Merger may be delayed or may not be completed.

Moreover, if the Enable Merger is not completed by November 30, 2021, either Energy Transfer or Enable may choose not to proceed with the Enable Merger, and the parties can mutually decide to terminate the Enable Merger agreement at any time, before or after approval by Enable’s common unitholders. In addition, Energy Transfer and Enable may elect to terminate the Enable Merger Agreement in certain other circumstances as further detailed in the Enable Merger Agreement. If the Enable Merger Agreement is terminated under specified circumstances, Enable may be required to pay Energy Transfer a termination fee. Furthermore, if the Enable Merger is not completed for any reason, Enable’s future businesses and financial results may be adversely affected, including, among other things, Enable may experience negative reactions from the financial markets, including negative impacts on the market price of its common units.

Enable will be subject to business uncertainties while the Enable Merger is pending, which could adversely affect its businesses.

Uncertainties about the effect of the Enable Merger on employees and customers may have an adverse effect on Enable. These uncertainties may impair its ability to attract, retain and motivate key personnel until the merger is completed and for a period of time thereafter and could cause customers and others that deal with Enable to seek to change their existing business relationships. Employee retention may be particularly challenging during the pendency of the Enable Merger, as employees may experience uncertainty about their roles with Energy Transfer following the Enable Merger. In addition, the Enable Merger Agreement restricts Enable from entering into certain corporate transactions and taking other specified actions without the consent of Energy Transfer, and generally requires Enable’s to continue its operations in the ordinary course, until completion of the Enable Merger. These restrictions may prevent Enable from pursuing attractive business opportunities that may arise prior to the completion of the Enable Merger.

The common units representing limited partner interests in Energy Transfer to be received by us upon completion of the Enable Merger will have different rights than Enable’s common units.

Upon completion of the Enable Merger, we will no longer be unitholders of Enable. Instead, we will become Energy Transfer unitholders and, while our rights as Energy Transfer unitholders will continue to be governed by the laws of the state of Delaware, such rights will be subject to and governed by the terms of the Energy Transfer Certificate of Limited Partnership, as amended, and the Third Amended and Restated Agreement of Limited Partnership of Energy Transfer, as amended. The laws of the state of Delaware and terms of the Energy Transfer certificate of limited partnership and the Energy Transfer Third Amended and Restated Agreement of Limited Partnership are in some respects different than the terms of Enable’s Certificate of Limited Partnership and its Partnership Agreement, which currently govern our rights.

General Risk Factors Affecting Our Businesses and/or CenterPoint Energy’s Interests in Enable Midstream Partners, LP

Cyberattacks, physical security breaches, acts of terrorism or other disruptions could adversely impact our reputation, results of operations, financial condition and/or cash flows.

We are subject to cyber and physical security risks related to adversaries attacking information technology systems, network infrastructure, technology and facilities used to conduct almost all of our businesses, which includes, among other things, (i) managing operations and other business processes and (ii) protecting sensitive information maintained in the normal
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course of business. For example, the operation of our electric generation, transmission and distribution systems are dependent on not only physical interconnection of our facilities but also on communications among the various components of our systems and third-party systems. This reliance on information and communication between and among those components has increased since deployment of the intelligent grid, smart devices and operational technologies across our businesses. Further, certain of the various internal systems we use to conduct our businesses are highly integrated. Consequently, a cyberattack or unauthorized access in any one of these systems could potentially impact the other systems. Similarly, our business operations are interconnected with external networks and facilities. The distribution of natural gas to our customers requires communications with Enable’s pipeline facilities and third-party systems. The gathering, processing and transportation of natural gas from Enable’s gathering, processing and pipeline facilities and crude oil gathering pipeline systems also rely on communications among its facilities and with third-party systems that may be delivering natural gas or crude oil into or receiving natural gas or crude oil and other products from Enable’s facilities. Disruption of those communications, whether caused by physical disruption such as storms or other natural disasters, by failure of equipment or technology or by manmade events, such as cyberattacks or acts of terrorism, may disrupt our or Enable’s ability to conduct operations and control assets.

Cyberattacks, including phishing attacks and threats from the use of malicious code such as malware, ransomware and viruses, and unauthorized access could also result in the loss, or unauthorized use, of confidential, proprietary or critical infrastructure data or security breaches of other information technology systems that could disrupt operations and critical business functions, adversely affect reputation, increase costs and subject us to possible legal claims and liability. Further, third parties, including vendors, suppliers and contractors, who perform certain services for us or administer and maintain our sensitive information, could also be targets of cyberattacks and unauthorized access. We are not fully insured against all cybersecurity risks, any of which could adversely affect our reputation and could have a material adverse effect on our results of operations, financial condition and/or cash flows. As domestic and global cyber threats are on-going and increasing in sophistication, magnitude and frequency, our critical energy infrastructure may be targets of state-sponsored attacks, terrorist activities or otherwise that could disrupt our respective business operations. Furthermore, experts have observed an increase in the volume and the sophistication of cyberattacks since the beginning of the COVID-19 pandemic, which could lead to additional disruptions. For information about our cybersecurity risks related to COVID-19, please see “—We face risks related to COVID-19 and other health epidemics and outbreaks, including economic, regulatory, legal, workforce and cyber security risks, which could adversely impact our financial condition, results of operations, cash flows and liquidity” below. Any such disruptions could result in significant costs to repair damaged facilities, restore service and implement increased security measures, which could have a material adverse effect on our results of operations, financial condition and/or cash flows.

Failure to maintain the security of personally identifiable information could adversely affect us.

In connection with our businesses, we and our vendors, suppliers and contractors collect and retain personally identifiable information (for example, information of our customers, shareholders, suppliers and employees), and there is an expectation that we and such third parties will adequately protect that information. The regulatory environment surrounding information security and data privacy is increasingly demanding. New laws and regulations governing data privacy and the unauthorized disclosure of confidential information pose increasingly complex compliance challenges and elevate our costs. Any failure by us to comply with these laws and regulations, including as a result of a security or privacy breach, could result in significant costs, fines and penalties and liabilities for us. A significant theft, loss or fraudulent use of the personally identifiable information we maintain or failure of our vendors, suppliers and contractors to use or maintain such data in accordance with contractual provisions and other legal requirements could adversely impact our reputation and could result in significant costs, fines and penalties and liabilities for us. Additionally, if we acquire a company that has violated or is not in compliance with applicable data protection laws, we may incur significant liabilities and penalties as a result.

Our insurance coverage may not be sufficient. Insufficient insurance coverage and increased insurance costs could adversely impact our financial condition, results of operations financial condition and cash flows.

We currently have insurance in place, such as general liability and property insurance, to cover certain of our facilities in amounts that we consider appropriate. Such policies are subject to certain limits and deductibles and do not include business interruption coverage. Insurance coverage premiums continue to increase, and insurance coverage may not be available in the future at current costs or on commercially reasonable terms, and the insurance proceeds received for any loss of, or any damage to, any of our facilities may not be sufficient to fully cover or restore the loss or damage without negative impact on our financial condition, results of operations financial condition and cash flows. Costs, damages and other liabilities related to recent events and incidents that affected other utilities, such as wildfires, winter storms and explosions, among other things, have exceeded or could exceed such utilities’ insurance coverage. Further, as a result of these recent events and incidents, the marketplace for insurance coverage to utility companies may be unavailable or limited in capacity or any such available coverage may be deemed by us to be cost prohibitive under current conditions. AnyInsurance premiums for any such coverage, if available, may not be eligible for recovery, whether in full or in part, by us through the rates charged by our utility businesses.

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In common with other companies in its line of business that serve coastal regions, Houston Electric does not have insurance covering its transmission and distribution system, other than substations, because Houston Electric believes it to be cost prohibitive and insurance capacity to be limited. Historically, Houston Electric has been able to recover the costs incurred in restoring its transmission and distribution properties following hurricanes or other disasters through issuance of storm restoration bonds or a change in its regulated rates or otherwise. In the future, any such recovery may not be granted. Therefore, Houston Electric may not be able to restore any loss of, or damage to, any of its transmission and distribution properties without negative impact on its results of operations, financial condition and cash flows.

We face risks related to COVID-19 and other health epidemics and outbreaks, including economic, regulatory, legal, workforce and cyber security risks, which could adversely impact our financial condition, results of operations, cash flows and liquidity.

The COVID-19 pandemic is a rapidly evolving situation that is adversely affecting current global economic activities and conditions. An extended slowdown of economic growth, decreased demand for commodities and/or material changes in governmental or regulatory policy in the United States has resulted in, and could continue to result in, lower growth, including customer growth, and reduced demand for and usage of electricity and natural gas in our service territories as customer facilities close, remain closed or potentially close again. We have experienced reduced demand and usage among our electric and natural gas commercial and industrial customers, as well as a decrease in revenues from disconnections and reconnections due to the disconnect moratoriums across our service territories due to COVID-19, which have either expired or may expire during the second quarter of 2021 in certain of the Registrants’ service territories. The ability of our customers, contractors and suppliers to meet their obligations to us, including payment obligations, has also been negatively affected under the current economic conditions. As a result of the disconnect moratoriums across our Natural Gas service territories and other payment deferrals or arrangements, days outstanding on receivables and uncollectible accounts have increased, resulting in an increase to allowance for credit losses. To the extent these conditions in our service territories persist, our bad debt expense from uncollectible accounts could continue to increase, negatively impacting our financial condition, results of operations and cash flows. REPs could encounter financial difficulties, including bankruptcies, which could impair their ability to pay for Houston Electric’s services or could cause them to delay such payments, adversely affecting Houston Electric’s cash flows and liquidity. Additionally, our state and local regulatory agencies, in response to a federal mandate or otherwise, could impose restrictions on the rates we charge to provide our services, including the inability to implement approved rates, or delay actions with respect to our rate cases and filings. The COVID-19 pandemic may affect our ability to timely satisfy regulatory requirements such as recordkeeping and/or timely reporting requirements. For further information on COVID-19 regulatory matters, please see Note 7 to the consolidated financial statements, which information is incorporated herein by reference.

With respect toGlobal or regional health pandemics, epidemics or similar public health threats could negatively impact our supply chain, while we have not experienced significant disruptions or challenges from the COVID-19 pandemic, to the extent we experience such disruptions in our supply chain that limit our ability to obtain materials and equipment necessary for our businesses, whether through delayed order fulfillment, limited production or unavailability due to COVID-19, we may be unable to perform our operations timely or as anticipated, which could result in service or construction delays or increased costs. Furthermore, in the event key officers or a substantial portionbusiness, outlook, financial condition, results of our workforce were to be impacted by COVID-19 for an extended period of time, we may face challenges with respect to our services or operations and we may not be able to execute our capital planliquidity.

Current and future health pandemics, epidemics and similar public health threats, such as anticipated. There is considerable uncertainty regarding the extent to which COVID-19 will continue to spread, even with the availability of a vaccine therefor,and its variants, and the extent and duration of governmental and other measures implemented to try to slow thecontain their spread, of COVID-19, such as large-scale travel bans and restrictions, border closures, quarantines shelter-in-place orders and business and government shutdowns. Restrictions of this nature have caused,vaccination mandates, continue to and may continue to cause, us, our suppliers and other business counterparties to experience operational delays, shortages of employees, facility shutdowns or business closures. We have modified certain business and workforce practices (including those related to employee travel, employee work locations and participation in meetings, events and conferences) to conform to government restrictions and best practices encouraged by governmental and regulatory authorities. However, the quarantine of personnel or the inability to access our facilities or customer sites could adversely affect our operations. While certain of our personnel have been, and may continue to be, quarantined, our operations and corporate functions have not been adversely affected to date. As of the date of this Form 10-K, we have increased the permitted occupancy of certain of our offices and facilities, with the rest of our office-based personnel continuing to work remotely under alternate work arrangements. Where we must maintain a presence in the field, wefuture have adjustedwidespread impacts on the global economy, our operational protocols to minimize exposure and risk to our field personnel,employees, customers, and third-party business partners. The severity, magnitude and duration of a current or future health threatis uncertain, rapidly changing and hard to predict. Any future health threat, including the communities we serve, including, among other things, modifying our work schedules and reporting locations, delaying certain work types, such as maintenance and capital projects, and adjusting project scope and scale to adhere to safety protocols, while continuing to maintainemergence of a new variant of COVID-19, could, in the work activities necessary for safe and reliable service to our customers with increased safety precautions, but we cannot assure that such adjustments and precautions will be sufficient to minimize exposure to and risk from COVID-19. Also, we have a limited number of highly skilled employees for some of our operations. If a large proportion of our employees in those critical positions were to contract COVID-19 at the same time, we would rely uponfuture, impact our business continuity plans in an effortnumerous ways, including, but not limited to, continue operations at our facilities, but there is no certainty thatthose outlined below:

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such measures willreduced demand from our commercial and industrial customers and shifts in demand for our services;
delayed service to customers because of shutdowns and/or illness and travel restrictions among our employees;
negative impacts to the financial condition of our customers and REPs and their ability to pay for our services, and our ability to disconnect service for non-payment may be sufficientlimited, and state regulators may impose bill deferral programs;
potential limits or significant or entire curtailments of the ability of public utility commissions to mitigateapprove or authorize applications and other requests we may make with respect to our businesses, including delaying rate making proceedings;
increased risk to our cybersecurity program as a result of an increase in cyberattacks during the pandemic and increased remote working arrangements, see above “Risks Affecting our Safety and Security Risks”;
increased rates of inflation and delays in our supply chain and our ability to complete maintenance, repairs, and capital programs, which could result in disruption, increased costs and our inability to execute on or require us to make modifications to our capital plan; and
accelerated employee turnover as a result of concerns regarding restrictions and guidelines, including mask mandates and quarantine mandates, and increased acceptability of alternative work arrangements.

Like many companies, we experienced the above and other impacts pursuant to the COVID-19 pandemic.These and other impacts of global or regional health pandemics, epidemics or similar public health threats could also have the effect of heightening many of the other risks described in this section and the other reports we file from time to time with the SEC. We might not be able to predict or respond to all impacts on a timely basis to prevent near- or long-term adverse impactimpacts to our operations, that could result from shortagesfinancial condition and liquidity. The ultimate impact of highly skilled employees. Additionally, inpublic health threats on our business depends on factors beyond our knowledge or control, including the event that customers, contractors, employees or others were to allege that they contracted COVID-19 because of actions we took or failed to take, we could face claims, lawsuitsduration and potential legal liability. In addition to the reasonableness of our actions and efforts to comply with applicable COVID-19 guidance, our exposure and ultimate liability would depend upon the applicability of workers’ compensation, the availability of insurance coverage and limitations on liability being considered or enacted at the state and federal level.

Experts have observed an increase in the volume and the sophistication of cyberattacks since the beginningseverity of the COVID-19 pandemic.outbreak as well as third-party actions taken to contain the spread and mitigate the public health effects. Any technology system breaches and/or data privacy incidentsof these factors could disrupthave a negative impact on our operations or result in the loss or exposure of confidential or sensitive customer, employee or company information and adversely affect our business, outlook, financial condition and results of operations. As many of our employees and third-party service providers work remotely in accordance with government mandates or guidelines, we face heightened cyber security and privacy risks related to unauthorized system access, aggressive social engineering tactics and adversaries attacking the information technology systems, network infrastructure, technology and facilities used to conduct our business. The increase in the remote working arrangements of our employees as a result of the COVID-19 pandemic has required enhancements and modifications to our information technology infrastructure (for example, virtual private network, or VPN, and remote collaboration systems), and any failures of these technologies, including third-party service providers, that facilitate working remotelyoperations, which impact could limit our ability to conduct our ordinary operations and expose us to increased risk or impact of a cyberattack.

be material.
We will continue to monitor developments affecting our employees, customers and operations. At this time, however, we cannot predict the extent or duration of the COVID-19 pandemic or its effects on national, state and local economies, including the impact on our ability to access capital markets, our supply chain, our business strategies and plans and our workforce, nor can we estimate the potential adverse impact from COVID-19 on our financial condition, results of operations, cash flows and liquidity.

Our success depends upon our ability to attract, effectively transition, motivate and retain key employees and identify and develop talent to succeed senior management.

We depend on senior executive officers and other key personnel. Our success depends on our ability to attract, effectively transition and retain key personnel. Further tightening of the labor market and increasing wages to attract and retain key personnel may adversely affect our ability to attract and retain key personnel. The inability to recruit and retain or effectively transition key personnel or the unexpected loss of key personnel may adversely affect our operations. In addition, because of the reliance on our management team, our future success depends in part on our ability to identify and develop talent to succeed senior management. The retention of key personnel and appropriate senior management succession planning will continue to be critically important to the successful implementation of our strategies.

Failure to attract and retain an appropriately qualified workforce and maintain good labor relations could adversely impact the operations of our facilities and our results of operations.

Our businesses are dependent on recruiting, retaining and motivating employees. Like many companies in the utilities industry and other industries, we have experienced higher than normal turnover of employees as a result of a number of factors, including the COVID-19 pandemic, a tightening labor market, increasing remote working opportunities, employees shifting industries, individuals deciding not to work and a maturing workforce. Of our employee population, not including employees of Energy Systems Group prior to the divestiture on June 30, 2023 or temporary employees, 18.7%, 19.3% and 23.6% were retirement eligible as of December 31, 2023, 2022 and 2021, respectively. Certain circumstances, such as an aging workforce without appropriate replacements, a mismatch of existing skillsets to future needs, or the unavailability of contract resources may lead to operating challenges such as a lack of resources, loss of knowledge or a lengthy time period associated with skill development. Our costs, including costs to replace employees, productivity costs and safety costs, may rise. Failure to hire and adequately train replacement employees, including the transfer of significant internal historical knowledge and expertise to the new employees, or the future availability and cost of contract labor may adversely affect the ability to manage and operate our businesses, particularly the specialized skills and knowledge required to construct and operate generation facilities, a technology-enabled power grid and transmission and distribution facilities,infrastructure, among other facilities. If we are unable to successfully attract and retain an appropriately qualified workforce, our ability to execute on our 10-year capital plan and our results of operations could be negatively affected.

Furthermore, the operations of our facilities dependsdepend on good labor relations with our employees, and several of our businesses have entered into and have in place collective bargaining agreements with different labor unions, comprising approximately 36%40% of our workforce. We have several separate bargaining units, each with a unique collective bargaining agreement described further in
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Note 8(j) to the consolidated financial statements, which information is incorporated herein by reference. The collective bargaining agreements with OPEIUTeamsters Local 12 and Mankato135 related to Natural GasSIGECO employees in Minnesotaand Utility Workers Union of America, Local 175 related to VEDO employees are scheduled to expire in May 2021September 2024 and March 2021,October 2024, respectively, and negotiations of these agreements are currently in progress and expected to be completed before the May 2021 and March 2021respective expirations. Any failure to reach an agreement on new labor contracts or to negotiate these labor contracts might result in strikes, boycotts or other labor disruptions. These potential labor disruptions could have a materialan adverse effect on our businesses, results of operations and/or cash flows. Labor disruptions, strikes or significant negotiated wage and benefit increases, whether due to union activities, employee turnover or otherwise, could have a materialan adverse effect on our businesses, results of operations and/or cash flows.
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Changing demographics, poor investment performance of pension plan assets and other factors adversely affecting the calculation of pension liabilities could unfavorably impact our results of operations, liquidity and financial position.

CenterPoint Energy and its subsidiaries maintain qualified defined benefit pension plans covering certain of its employees. Costs associated with these plans are dependent upon a number of factors including the investment returns on plan assets, the level of interest rates used to calculate the funded status of the plan, contributions to the plan, the number of plan participants and government regulations with respect to funding requirements and the calculation of plan liabilities. Funding requirements may increase and CenterPoint Energy may be required to make unplanned contributions in the event of a decline in the market value of plan assets, a decline in the interest rates used to calculate the present value of future plan obligations, or government regulations that increase minimum funding requirements or the pension liability. In addition to affecting CenterPoint Energy’s funding requirements, these factors could adversely affect our results of operations, liquidity and financial position.

We may be significantly affected by changes in federal income tax laws and regulations, including any comprehensive federal tax reform legislation.

Our businesses are impacted by U.S. federal income tax policy. Under the Biden administration with the Senate and House of Representatives controlled by the Democratic Party, comprehensive federal tax reform legislation could be enacted that may significantly change the federal income tax laws applicable to domestic businesses, including changes that may increase the federal income tax rate and impact investment incentives and deductions for depreciation and interest, among other deductions. While CenterPoint Energy and its subsidiaries cannot assess the overall impact of any such potential legislation on our businesses, it is possible that our results of operations, financial conditions or cash flows could be negatively impacted. Furthermore, with any enacted federal tax reform legislation, it is uncertain how state commissions and local municipalities may require us to respond to the effects of such tax legislation, including determining the treatment of EDIT and other increases and decreases in our revenue requirements. As such, potential regulatory actions in response to any enacted tax legislation could adversely affect our results of operations, financial condition and cash flows.

We are involved in numerous legal proceedings, the outcomes of which are uncertain, and resolutions adverse to us could negatively affect our financial results.

The Registrants are subject to numerous legal proceedings, the most significant of which are summarized in Note 16 to the Registrants’ respective consolidated financial statements. Litigation is subject to many uncertainties, and the Registrants cannot predict the outcome of all matters with assurance. Additionally, under some circumstances, the Registrants could potentially have claims filed against them or incur liabilities associated with assets and businesses no longer owned by them as a result of sales, divestitures or other transfers to third parties who may be unable to fulfill their indemnity obligations to the Registrants. Final resolution of these matters, or any potential future claims or liabilities, may require additional expenditures over an extended period of time that may be in excess of established insurance or reserves and may have a material adverse effect on the Registrants’ financial results.

Our businesses may be adversely affected by the intentional misconduct of our employees.

We are committed to living our core values of safety, integrity, accountability, initiative and respect and complying with all applicable laws and regulations. Despite that commitment and our efforts to prevent misconduct, it is possible for employees to engage in intentional misconduct, fail to uphold our core values, and violate laws and regulations for individual gain through contract or procurement fraud, misappropriation, bribery or corruption, fraudulent related-party transactions and serious breaches of our Ethics and Compliance Code and Standards of Conduct/Business Ethics policy, among other policies. If such intentional misconduct by employees should occur, it could result in substantial liability, higher costs, increased regulatory scrutiny and negative public perceptions, any of which could have a material adverse effect on our results of operations, financial condition and cash flows.

Item 1B.Unresolved Staff Comments

None.

Item 1C.Cybersecurity

Our processes for assessing, identifying, and managing material risks from cybersecurity threats are part of our overall enterprise risk management system and processes. Enterprise risks, including cybersecurity risks, and their associated mitigations are reviewed at least annually by senior management and the Board of Directors. Throughout the year, we regularly assess our cybersecurity program and continue to invest in hardening and maturing our cybersecurity measures as further described below.

Managing Material Risks & Integrated Overall Risk Management

As a foundation of this approach, we have implemented a layered governance structure to help assess, identify, and manage cybersecurity risks. It starts with our internal Cybersecurity Operations Center (CSOC), which routinely analyzes threat information from external sources, monitors network activity, and responds to potential security incidents. In addition, our cybersecurity and privacy policies encompass incident response procedures and information security governance. As part of our ongoing assessment of our cybersecurity program, we monitor and make adjustments, as necessary, in support of compliance with current and emerging cybersecurity and privacy laws, regulations and guidance applicable to us in jurisdictions where we do business (including NERC CIP reliability standards and TSA security directives), as further described in Item 1A “Risk Factors.” Our internal audit team conducts regular internal security audits and vulnerability assessments of CenterPoint Energy’s systems and user data security practices.

In addition, CenterPoint Energy’s cybersecurity program is increasingly leveraging intelligence-sharing capabilities about emerging threats within the energy industry, across other industries, with specialized vendors, and through public-private partnerships with U.S. government intelligence agencies. By engaging with utility-specific organizations, CenterPoint Energy benefits from quality analysis and rapid sharing of security information across the energy sector. Such intelligence helps allow for better detection and prevention of emerging cyber threats before they materialize. Just as it tests its policies and plans internally, CenterPoint Energy also engages in external exercises such as the bi-annual GridEx Security Exercise to evaluate and address the preparedness of the industry as a whole.

Oversee Third-Party Risk

We conduct security risk assessments on proposed software, hardware, and third-party technology solutions used by CenterPoint Energy, including a diligence review of enterprise and security architecture, vendor security, and a privacy impact assessment when deemed appropriate. These assessments evaluate these technologies prior to deployment in CenterPoint Energy’s network environment. Further, we maintain a vendor risk management program, a component of which assesses the maturity of certain third parties and their cybersecurity and data privacy programs to help protect information shared with approved third parties. We also leverage third-party cybersecurity ratings of companies to inform our risk rating when conducting these assessments. Additionally, CenterPoint Energy imposes contractual obligations on vendors and other third-party business partners related to privacy, confidentiality, and data security based on their access to our data and systems and the nature and sensitivity of the data and systems. Such contractual provisions may specify the measures and safeguards that the parties must implement to protect our data from unauthorized access use, disclosure, modification, or destruction.

Engage Third Parties on Risk Management

We also undergo periodic external security audits, vulnerability assessments, and penetration testing of CenterPoint Energy’s systems and user data security practice, conducted by third-party consultants. We also conduct tabletop exercises to
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test our incident response processes. Further, as discussed below, we engage third parties to provide guidance and support to our cybersecurity management team.

Risks from Cybersecurity Threats

As described in Item 1A “Risk Factors,” our operations rely on the secure processing, storage, and transmission of confidential, sensitive, and other information within our computer systems and networks. Computer viruses, hackers, employee or vendor incidents, and other external hazards could expose our information systems—and those of our third parties who process our data, provide access to systems, or that have access to our systems—to security breaches, cybersecurity incidents or other disruptions, any of which could materially and adversely affect our business, reputation, results of operations and financial condition, and subject us to possible legal claims and liability. While we have experienced cybersecurity incidents in the past, to date none have materially affected us, including our business strategy, results of operations or financial condition.

Governance

As part of our overall risk management approach, we prioritize the identification and management of cybersecurity risks at several levels, including Board oversight, executive commitment, management support, and employee training.

Board of Directors Oversight

As of December 2023, our Audit Committee, comprised of independent directors from our Board, oversees the Board’s responsibilities relating to CenterPoint Energy’s cybersecurity and data privacy programs, including cybersecurity risk management. Prior to December 2023, our Governance, Environmental and Sustainability Committee, comprised of independent directors from our Board, oversaw cybersecurity responsibilities. As part of their risk oversight responsibilities, the applicable committee received quarterly reports from our Executive Vice President and General Counsel, or representatives from our cybersecurity or data privacy groups, and periodic reports from our third party consultants. Based on these reports, the applicable committee reported to the Board regarding certain cybersecurity or data privacy related items, including, among other items, CenterPoint Energy’s progress in maturing its cybersecurity program, results of audits, penetration and vulnerability testing of CenterPoint Energy’s cybersecurity program, the cybersecurity landscape and emerging threats, status of ongoing initiatives and strategies, incident reports and learnings from any cybersecurity events, compliance with regulatory requirements and industry standards, data privacy matters, and the cybersecurity budget.

Risk Management Personnel

Since January 2023, our cybersecurity program has been overseen by our Executive Vice President and General Counsel. Our Executive Vice President and General Counsel has significant risk management, governance and litigation experience. We believe these skills are needed in leadership of our cybersecurity program to help ensure that risk management, legal, disclosure and governance perspectives are considered in the design of our cybersecurity program and in evaluating and responding to potential cyber incidents.CenterPoint Energy currently engages a third-party consultant, who reports directly to the Executive Vice President and General Counsel, to provide Chief Information Security Officer (CISO) advisory services. This consultant has 15 years of experience serving in cybersecurity leadership positions, including as a CISO at a large U.S.-based power, utility, and gas company and also at a large multi-national energy products and services company. We also have management-level committees and an experienced CSOC team that support our processes to assess and manage cybersecurity risk as follows:

The Data Privacy Office, led by our Senior Vice President, Deputy General Counsel, Chief Ethics and Compliance Officer, and Data Privacy Officer, addresses the collection, storage, usage, disclosure and destruction of data for specific business purposes and addresses existing and emerging laws, regulations, trends, expectations and best practices with regards to maintaining a mature data privacy program.

The Risk Oversight Committee, which is supported by our Enterprise Risk Management function and chaired by our Executive Vice President and General Counsel, is comprised of senior executives from across CenterPoint Energy, monitors and oversees risks facing CenterPoint Energy, as well as provides risk assessments and control oversight for certain business activities, including overseeing CenterPoint Energy’s cybersecurity risks.

The crisis management team, which includes senior executives across CenterPoint Energy, is alerted as appropriate to cybersecurity incidents, natural disasters, and business outages. This team has established and continually assesses CenterPoint Energy’s communications plan in the event of a crisis. Additionally, as appropriate, the Audit Committee
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or the Board are made aware of significant cybersecurity incidents in accordance with our cybersecurity incident response playbook.

The Cybersecurity Awareness Governance Committee, which includes leaders from across CenterPoint Energy’s corporate functions and business units, each with expertise in, or with specific responsibility for, managing or protecting CenterPoint Energy’s assets, information and personnel. This committee provides strategic direction and oversight for CenterPoint Energy’s cybersecurity awareness and training initiatives.

The Artificial Intelligence (AI) Steering Committee was established by CenterPoint Energy to provide strategic direction, oversight, and guidance in the planning, development, deployment, and management of AI initiatives within the organization. The committee's primary objective is to ensure that AI technologies are aligned with business goals, ethical considerations, appropriate security protections, and industry best practices while driving innovation and enhancing competitiveness.

These committees provide periodic summary reports on their activities and initiatives to appropriate senior executives, and the Executive Vice President and General Counsel and/or various members of the cyber and data privacy teams communicates updates to the Audit Committee or the Board.

At the employee level, we maintain an experienced information technology team that is tasked with implementing our privacy and cybersecurity programs and supporting the cybersecurity consultant in carrying out reporting, security and mitigation functions. We also hold employee trainings on privacy, cybersecurity, AI, records and information management, conduct phishing tests, and generally seek to promote awareness of cybersecurity risk through communication and education of our employee population. The Governance, Environmental and Sustainability Committee was, and now the Audit Committee will be, provided with periodic reports on our employee cybersecurity awareness efforts.

Item 2.Properties

The following discussion is based on the Registrants’ businesses as of December 31, 2020.2023.

Character of Ownership

We lease or own our principal properties in fee, including our corporate office space and various real property. Most of our electric lines and natural gas mains are located, pursuant to easements and other rights, on public roads or on land owned by others.

Electric (CenterPoint Energy and Houston Electric)

Properties

All of Houston Electric’s properties are located in Texas. Its properties consist primarily of high-voltage electric transmission lines and poles, distribution lines, substations, service centers, service wires, telecommunications networknetworks and meters. Most of Houston Electric’s transmission and distribution lines have been constructed over lands of others pursuant to easements or along public highways and streets under franchise agreements and as permitted by law.
All real and tangible properties of Houston Electric, subject to certain exclusions, are currently subject to:
to the lien of a Mortgagethe M&DOT and Deed of Trust (the Mortgage) dated November 1, 1944, as supplemented; and
the lien of athe General Mortgage, (the General Mortgage) dated October 10, 2002, as supplemented, which is junior to the lien of the Mortgage.M&DOT.

No first mortgage bonds are outstanding under the M&DOT and Houston Electric is contractually obligated to not issue any additional first mortgage bonds under the M&DOT and is undertaking actions to release the lien of the M&DOT and terminate the M&DOT. For information related to debt outstanding under the Mortgage and General Mortgage, see Note 1413 to the consolidated financial statements.

Indiana Electric’s properties are primarily located in Indiana. They consist of transmission lines in Indiana and Kentucky, distribution lines, substations, service centers, coal-fired generating facilities, gas-fired turbine peaking units, a landfill gas electric generation project and solar generation facilities.

All real and tangible properties of Indiana Electric, subject to certain exclusions, are currently subject to:

to the lien of the FirstAmended and Restated Mortgage Indenture dated as of AprilJanuary 1, 1932,2023, between SIGECO (Indiana Electric) and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company,Company), as Trustee, and Deutsche Bank, as successor Trustee, as supplemented by various supplemental indentures.Trustee.
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Electric Lines - Transmission and Distribution. As of December 31, 2020,2023, Houston Electric and Indiana Electric owned and operated the following electric transmission and distribution lines:
Houston ElectricIndiana Electric
DescriptionOverhead LinesUnderground LinesIndianaKentucky (1)
Transmission lines:(in Circuit Miles)
69 kV213 552 — 
138 kV2,254 24 408 
345 kV1,338 — 48 15 
Total3,805 26 1,008 24 
Houston ElectricIndiana Electric
Overhead LinesUnderground LinesOverhead LinesUnderground Lines
(in Circuit Miles)
Distribution lines29,525 26,520 4,580 2,505 
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Houston ElectricIndiana Electric
DescriptionOverhead LinesUnderground LinesIndianaKentucky (1)
Transmission lines:(in Circuit Miles)
69 kV132 567 — 
138 kV2,333 24 420 
345 kV1,445 — 49 15 
Total3,910 26 1,036 24 
(in Circuit Miles)
Distribution lines29,270 27,267 7,266 — 

(1)These assets interconnect with Louisville Gas and Electric Company’s transmission system at Cloverport, Kentucky and with Big Rivers Electric Cooperative at Sebree, Kentucky.

Generating Capacity. In 2023, SIGECO completed the planned retirement of its A.B. Brown Units 1 & 2. As of December 31, 2020,2023, Indiana Electric had 1,167727 MW of installed generating capacity, as set forth in the following table.
Generation SourceGeneration SourceUnit No.LocationDate in ServiceCapacity
(MW)
Generation SourceUnit No.LocationDate in ServiceCapacity
(MW)
CoalCoal
A.B. Brown1Posey County1979245
A.B. Brown2Posey County1986245
F.B. Culley
F.B. Culley
F.B. CulleyF.B. Culley2Warrick County196690
F.B. CulleyF.B. Culley3Warrick County1973270
Warrick (1)
Warrick (1)
4Warrick County1970150
Total Coal CapacityTotal Coal Capacity1,000
GasGas
Brown (2)
Brown (2)
3Posey County199180
Brown (2)
Brown (2)
BrownBrown4Posey County200280
Renewable Landfill Gas
Renewable Landfill Gas
Renewable Landfill GasRenewable Landfill GasPike County20093
Total Gas CapacityTotal Gas Capacity163
SolarSolar
Oak HillOak HillEvansville, Indiana20182
Oak Hill
Oak Hill
VolkmanVolkmanEvansville, Indiana20182
Troy
Total Solar CapacityTotal Solar Capacity4
Total Generating Capacity1,167
Total Generating Capacity (3)

(1)SIGECO and AGC own a 300 MW unit at the Warrick Power Plant as tenants in common.

SIGECO exited joint operations of Warrick 4 on January 1, 2024.
(2)Brown Unit 3 is also equipped to burn oil.
(3)Excludes 1.5% participation in OVEC. See Item 1. Business for more details.

Natural Gas Combustion Turbines. In 2022, Indiana Electric received approval from the IURC for a CPCN seeking approval to construct two natural gas combustion turbines to replace portions of its existing coal-fired generation fleet. The turbines are targeted to be operational by year end 2025. For further information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Regulatory Matters” in Item 7 of Part II of this report, which discussion is incorporated herein by reference.

Solar. Indiana Electric entered into an amended and restated BTA to build a 191 MW solar array in Posey County, Indiana. Additionally, Indiana Electric entered into a BTA to acquire a 130 MW solar array in Pike County, Indiana through a special purpose entity for a capped purchase price. For further information about Indiana Electric’s BTA’s, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Regulatory Matters” in Item 7 of Part II of this report, which discussion is incorporated herein by reference.
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Mobile Generation. As allowed by a law enacted by the Texas legislature after the February 2021 Winter Storm Event and amended in 2023, Houston Electric is leasing TEEEF that can aid in restoring power to customers during certain significant power outages that are impacting its distribution system. As of December 31, 2023, Houston Electric leased 505 MW of TEEEF. For more information, see Note 20 to the consolidated financial statements.

Substations.  As of December 31, 2020, Houston Electric owned 239 majorA substation sites havingis a total installed rated transformer capacity of 69,915 Mva. As of December 31, 2020, Indiana Electric’sfacility that transforms electricity from a higher voltage to a lower voltage or vice versa. Generally, this facility is the interface between the transmission system also includes 33 substations with an installed capacity of approximately 4,730 Mva. In addition, Indiana Electric’sand the distribution system includes 79 distribution substations with an installed capacity of approximately 2,117 Mva and 56,124 distribution transformers with an installed capacity of 2,527 Mva.grid.

As of December 31, 2023
 Number of SubstationsTransformer Capacity (in Mva)
Houston Electric240 72,806 
Indiana Electric108 6,913 
Total CenterPoint Energy348 79,719 

Service Centers.  As of December 31, 2020, Houston Electric operated 13 regional service centers located on a total of 320 acres of land and Indiana Electric operated 6 regional service centers located on a total of 50 acres of land. These serviceService centers consist of office buildings, warehouses and repair facilities that are used in the business of transmitting and distributing electricity.

As of December 31, 2023
 Number of Service CentersAcres of Land
Houston Electric13 375 
Indiana Electric70 
Total CenterPoint Energy19 445 

Natural Gas (CenterPoint Energy and CERC)

CenterPoint Energy’s and CERC’s Natural Gas use various third-party storage services or owned natural gas storage facilities to meet peak-day requirements and to manage the daily changes in demand due to changes in weather. CenterPoint Energy’s and CERC’s Natural Gas may also supplement contracted supplies and storage from time to time with stored LNG and propane-air plant production.

As of December 31, 2020,2023, CenterPoint Energy’s and CERC’s Natural Gas owned approximately 99,000 and 77,000operated the following natural gas facilities:
No. of AssetsStorage Capacity (Bcf)Working Capacity (Bcf) Maximum Daily Withdrawal Rate (MMcf)
CenterPoint Energy
Underground Natural Gas Storage Facility843 14 305 
CERC
Underground Natural Gas Storage Facility532 205 
On-site Storage Capacity
No. of AssetsDaily Production Rate (Dth)Millions of GallonsDth
CenterPoint Energy and CERC
Propane Air-Gas Manufacturing Plant16247,000 14.11,228,000 
LNG Plant Facility172,000 12.01,010,000 

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The table below reflects CenterPoint Energy’s and CERC’s Natural Gas contracted upstream storage services as of December 31, 2023:
Storage Capacity (Bcf) Maximum Peak Daily Delivery (MMcf)
Upstream Storage Service84 2,241 
The table below reflects the approximate total linear miles of natural gasCenterPoint Energy’s and CERC’s Natural Gas distribution and transmission mains respectively,owned as of December 31, 2023:
CenterPoint EnergyCERC
All Locations84,000 81,000 
Indiana and Ohio22,000 19,000 

CenterPoint Energy’s and CERC’s Natural Gas owned mains varying in size from one-half inch to 24 inches in diameter. CenterPoint Energy’s and CERC’s Natural Gas in Indiana and Ohio includes approximately 22,000 miles of distribution and transmission mains all of which are located in Indiana and Ohio except for, in the case of CenterPoint Energy, pipeline facilities extending from points in northern Kentucky to points in southern Indiana so that gas may be transported to Indiana and sold or transported to customers in Indiana. Generally, in each of the cities, towns and rural areas served by CenterPoint Energy’s and CERC’s Natural Gas, they own the underground gas mains and service lines, metering and regulating equipment located on customers’ premises and the district regulating equipment necessary for pressure maintenance. With a few exceptions, the measuring stations at which CenterPoint Energy’s and CERC’s Natural Gas receives gas are owned, operated and maintained by others, and their distribution facilities begin at the outlet of the measuring equipment. These facilities, including odorizing equipment, are usually located on land owned by suppliers.
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As of December 31, 2020,2023, CenterPoint Energy and CERC, through CEIP, owned and operated over 264217 miles of intrastate pipeline in Louisiana Texas and Oklahoma.Texas.

Item 3.Legal Proceedings

For a discussion of material legal and regulatory proceedings, including environmental legal proceedings that involve a governmental authority as a party and that the Registrants reasonably believe would result in $1,000,000 or more of monetary sanctions, exclusive of interest and costs, under federal, state and local laws that have been enacted or adopted regulating the discharge of materials into the environment or primarily for the purpose of protecting the environment, affecting the Registrants, as of December 31, 2020, please read “Business — Regulation” and “Business — Environmental Matters” in Item 1 of this report, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Regulatory Matters” in Item 7 of Part II of this report and Note 16(e)15(d) to the consolidated financial statements, which information is incorporated herein by reference.

Item 4.Mine Safety Disclosures

Not applicable.

PART II

This combined Form 10-K is filed separately by three registrants: CenterPoint Energy, Houston Electric and CERC.

Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

CenterPoint Energy

As of February 22, 2021,12, 2024, CenterPoint Energy’s common stock was held by approximately 26,40922,703 shareholders of record. CenterPoint Energy’s common stock is listed on the NYSE and NYSE Chicago Stock Exchange and is traded under the symbol “CNP.”

The amount of future cash dividends will be subject to determination based upon CenterPoint Energy’s financial condition and results of operations, and financial condition, future business prospects, any applicable contractual restrictions and other factors that CenterPoint Energy’s Board of Directors considers relevant and will be declared at the discretion of CenterPoint Energy’s Board of Directors. For further information on CenterPoint Energy’s dividends, see Note 1312 to the consolidated financial statements.
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Repurchases of Equity Securities

During the quarter ended December 31, 2020,2023, none of CenterPoint Energy’s equity securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, were purchased by or on behalf of CenterPoint Energy or any “affiliated purchasers,” as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934.1934, as amended.

Houston Electric

As of February 22, 2021,12, 2024, all of Houston Electric’s 1,000 outstanding common shares were held by Utility Holding, LLC, a wholly-owned subsidiary of CenterPoint Energy.

CERC

As of February 22, 2021,12, 2024, all of CERC Corp.’s 1,000 outstanding shares of common stock were held by Utility Holding, LLC, a wholly-owned subsidiary of CenterPoint Energy.

Item 6.        Selected Financial Data (CenterPoint Energy)[Reserved]

Not applicable.
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Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations

No Registrant makes any representations as to the information related solely to CenterPoint Energy or the subsidiaries of CenterPoint Energy other than itself.

The following combined discussion and analysis should be read in combination with the consolidated financial statements included in Item 8 herein. When discussing CenterPoint Energy’s consolidated financial information, it includes the results of Houston Electric and CERC, which, along with CenterPoint Energy, are collectively referred to as the Registrants. Where appropriate, information relating to a specific registrant has been segregated and labeled as such. Unless the context indicates otherwise, specific references to Houston Electric and CERC also pertain to CenterPoint Energy. In this combined Form 10-K, the terms “our,” “we” and “us” are used as abbreviated references to CenterPoint Energy, Inc. together with its consolidated subsidiaries.subsidiaries, including Houston Electric and CERC, unless stated otherwise.

OVERVIEW

Background

CenterPoint Energy, Inc. is a public utility holding company and owns interests in Enable.company. CenterPoint Energy’s operating subsidiaries own and operate electric transmission, distribution and generation and natural gas distribution facilities, and provide energy performance contracting and sustainable infrastructure services.facilities. For a detailed description of CenterPoint Energy’s operating subsidiaries, and discontinued operations, please read Note 1 to the consolidated financial statements.

Houston Electric is an indirect, wholly-owned subsidiary of CenterPoint Energy that provides electric transmission service to transmission service customers in the ERCOT region and distribution service to REPs serving the Texas Gulf Coastgulf coast area that includes the city of Houston.

CERC Corp. is an indirect, wholly-owned subsidiary of CenterPoint Energy that (i) directly owns and operates natural gas distribution facilitiessystems in six states, with operating subsidiaries that ownLouisiana, Minnesota, Mississippi and operateTexas, (ii) indirectly, through Indiana Gas and VEDO, owns and operates natural gas distribution systems in Indiana and Ohio, respectively, and (iii) owns and operates permanent pipeline connections through interconnects with various interstate and intrastate pipeline companies and provide temporary delivery of LNG and CNG throughout the contiguous 48 states.through CEIP.

Reportable Segments

In this Management’s Discussion and Analysis, we discuss our results from continuing operations on a consolidated basis and individually for each of our reportable segments, which are listed below. We also discuss our liquidity, capital resources and critical accounting policies. We are first and foremost an energy delivery company and it is our intention to remain focused on these segments of the energy business.regulated segments. The results of our business operations are significantly impacted by weather, customer growth, economic conditions, cost management, competition, rate proceedings before regulatory agencies and other actions of the various regulatory agencies to whose jurisdiction we are subject, among other factors.

During the fourth quarter of 2020, CenterPoint Energy’s CODM requested that the financial information for the electric businesses be presented on an aggregated basis for review, resulting in one Electric reportable segment, comprised of Houston Electric and Indiana Electric. Also, the Natural Gas Distribution reportable segment was renamed Natural Gas. Additionally, during the fourth quarter of 2020, CenterPoint Energy’s CODM requested that the CERC corporate functions be included within the financial results of CenterPoint Energy’s Natural Gas reportable segment for review purposes. During the fourth quarter of 2020, CERC’s CODM requested that the CERC corporate functions be included within the financial results of CERC’s Natural Gas reportable segment for review purposes. As a result of this change, and following the divestiture of the Energy Services Disposal Group, CERC now consists of a single reportable segment. Houston Electric also consists of a single reportable segment.
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As of December 31, 2020,2023, CenterPoint Energy’s reportable segments were Electric, Natural Gas, and Midstream Investments.Corporate and Other.

The Electric reportable segment includes electric transmission and distribution services in Houston Electric’s transmission and distribution service territory that are subject to rate regulation in Houston Electric’s and Indiana Electric’s service territories, as well as the impacts of generation-related stranded costs and other true-up balances recoverable by the regulated electric utility and energy delivery services to electric customers and electric generation assets to serve its electric customers and optimize those assets in the
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wholesale power market in Indiana Electric’s transmission and distribution service territory. For further information about the Electric reportable segment, see “Business — Our Business — Electric” in Item 1 of Part I of this report.

The Natural Gas reportable segment includes (i) intrastate natural gas sales to, and natural gas transportation and distribution services that are subject to rate regulationfor residential, commercial, industrial and institutional customers in CenterPoint Energy’sIndiana, Louisiana, Minnesota, Mississippi, Ohio and CERC’s service territories, as well asTexas; (ii) permanent pipeline connections through interconnects with various interstate and intrastate pipeline companies through CEIP; and (iii) home appliance maintenance and repair services to customers in Minnesota and home repair protection plans to natural gas customers in TexasIndiana, Mississippi, Ohio and LouisianaTexas through a third party. For further information about the Natural Gas reportable segment, see “Business — Our Business — Natural Gas” in Item 1 of Part I of this report.

The Midstream InvestmentsCorporate and Other reportable segment includes energy performance contracting and sustainable infrastructure services by Energy Systems Group through June 30, 2023, the date of the sale of Energy Systems Group, and corporate support operations that support CenterPoint Energy’s equity investment in Enable and is dependent upon the results of Enable, which are driven primarily by the volume of natural gas, NGLs and crude oil that Enable gathers, processes and transports across its systems and other factors as discussed below under “— Factors Influencing Midstream Investments.” On February 16, 2021, Enable entered into the Enable Merger Agreement. At the closing of the transactions contemplated by the Enable Merger Agreement, if and when it occurs, Energy Transfer will acquire all of Enable’s outstanding equity interests, including all Enable common units and Enable Series A Preferred Units held by CenterPoint Energy, and in return CenterPoint Energy will receive Energy Transfer common units and Energy Transfer Series G Preferred Units. For further information about the Midstream Investments reportable segment, see “Business — Our Business — Midstream Investments” in Item 1 of Part I of this report. For further information on the Enable Merger, see Note 22 to the consolidated financial statements.

business operations. CenterPoint Energy’s Corporate and Other also includes office buildings and other real estate used for business operations, energy performance contractingoperations.

Houston Electric and sustainable infrastructure servicesCERC each consist of a single reportable segment.

Subsequent Events. On February 19, 2024, CenterPoint Energy, through its subsidiary CERC Corp., entered into the LAMS Asset Purchase Agreement to sell its Louisiana and other corporate support operations.Mississippi natural gas local distribution company businesses. The transaction is expected to close in the first quarter of 2025. For further information, see Note 21 to the consolidated financial statements.

EXECUTIVE SUMMARY

We expect our and Enable’s businesses to continue to be affected by the key factors and trends discussed below. Our expectations are based on assumptions made by us and information currently available to us. To the extent our underlying assumptions about, or interpretations of, available information prove to be incorrect, our actual results may vary materially from our expected results.

Factors Influencing Our Businesses and Industry Trends

We are an energy delivery company.company with electric transmission and distribution, power generation, and natural gas distribution operations that serve more than seven million metered customers across six jurisdictions. The majority of our revenues are generated from the transmission and delivery of electricity and the sale of natural gas by our subsidiaries. On February 1, 2019, we acquired Vectren

We continue to execute on our strategic goals for approximately $6 billionour businesses which were set in cash. Through its subsidiaries, Vectren’s2021. These include our ten-year capital plan from 2021 through 2030, a focus on targeting controllable operations consistand maintenance savings for the benefit of our customers, prudent capital funding including divestitures of non-core assets, and net zero and carbon emission reduction goals. Our focus continues to be on the growth of our regulated utility businesses including our electric and non-utility businesses. Thegas utility operations, include three public utilities, Indiana Gas, SIGECO and VEDO, which incomprise over 95% of our earnings for the aggregate, provide natural gas distribution and transportation services to nearly 67% of Indiana and about 20% of Ohio and electric transmission and distribution services to southwestern Indiana, including power generating and wholesale power operations. In total, these utility operations supply natural gas and electricity to over one million customers in Indiana and Ohio. The non-utility operations included ESG and Infrastructure Services. ESG provides energy services through performance-based energy contracting operations and sustainable infrastructure services, such as renewables, distributed generation and combined heat and power projects. ESG assists schools, hospitals, governmental facilities and other private institutions with reducing energy and maintenance costs by upgrading their facilities with energy-efficient equipment. ESG operates throughout the United States. Infrastructure Services, through its wholly-owned subsidiaries, provided underground pipeline and repair services to many utilities, including our utilities, as well as other industries. Concurrent with the completion of the Merger in 2019, we added two new reportable segments, Indiana Electric Integrated and Infrastructure Services. On February 3, 2020, CenterPoint Energy, through its subsidiary VUSI, entered into the Securities Purchase Agreement to sell the Infrastructure Services Disposal Group. The transaction closed on April 9, 2020. For further information, seeyear ended December 31, 2023. See Note 411 to the consolidated financial statements. During the fourth quarter of 2020, CenterPoint Energy’s CODM requested that the financial information for the electric businesses be presented on an aggregated basis for review, resulting in one Electric reportable segment, comprised of Houston Electric and Indiana Electric. See Note 18statements for further changes on reportable segments during 2020.details.

To assess our financial performance, our management primarily monitors net incomePursuant to this business strategy and cash flows, among other things, from our reportable segments. Within these broader financial measures, we monitor margins, interest expense, capital spending and working capital requirements. In addition to these financial measures, we also monitor a numberin light of variables that management considers important to our reportable segments, including the number of customers, throughput, use per customer,
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commodity prices and heating and cooling degree days. From an operational standpoint, we monitor operation and maintenance expense, safety factors, system reliability and customer satisfaction to gauge our performance.

The nature of our businesses, requires significant amounts of capital investment are reflected in our current capital plan, which has increased to nearly $44 billion through 2030, a nearly 10% increase from the original 10-year plan. These investments include a focus on additional system resiliency, reliability, and grid modernization. These investments are not only intended to meet our customers’ current needs, but are also in anticipation for further organic growth and load growth from increased electrification in our service territories. To fund these capital investments, we rely on internally generated cash, borrowings under our credit facilities, proceeds from commercial paper, cash proceeds from strategic transactions (such as the sale of our Arkansas and Oklahoma LDC businesses in 2022 and our Energy Systems Group divestiture in 2023), and issuances of debtequity and equitydebt in the capital markets to satisfy these capital needs. With respect to CERC, we intend to use proceeds from any potential asset sales, including the potential dispositions of our Natural Gas businesses in Arkansas and Oklahoma, to satisfy a portion of its capital needs.

We strive to maintain investment grade ratings for our securities to access the capital markets on terms we consider reasonable. A reduction in our ratings generally would increase our borrowing costs for new issuances of debt, as well as
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borrowing costs under our existing revolving credit facilities, and may prevent us from accessing the commercial paper markets. Disruptions in the financial markets along with high or rising interest rates can also affect the availability of new capital on terms we consider attractive. In those circumstances, we may not be able to obtain certain types of external financing or may be required to accept terms less favorable than they would otherwise accept. For that reason, we seek to maintain adequate liquidity for our businesses through existing credit facilities and prudent refinancing of existing debt.

ToThe regulation of electric transmission, distribution and generation facilities as well as natural gas pipelines and related facilities by federal and state regulatory agencies affects CenterPoint Energy’s, Houston Electric’s and CERC’s businesses. In accordance with applicable regulations, CenterPoint Energy, Houston Electric and CERC are making, and will continue to make, significant capital investments in their service territories under our capital plan to help operate and maintain safer, more reliable and growing electric and natural gas systems. The current economic environment (e.g., sustained higher interest rates and higher relative levels of inflation in the extent adverse economic conditions affect our suppliersUnited States) discussed further below could result in heightened regulatory scrutiny as these regulatory agencies seek to reduce the financial impact of utility bills on customers.

While greater than 80% of CenterPoint Energy’s projected consolidated investments are expected to be recovered through interim capital recovery trackers or rate cases based on a forward test year, the balance is expected to be recovered through base rate cases.CERC’s Texas and customers, results from our energy delivery businesses may suffer. For example, the economic impacts of COVID-19Minnesota gas jurisdictions along with Indiana Electric have been felt nationwide, with every region of the country experiencing deep reductionsfiled rates cases during 2023, and Houston Electric intends to file a rate case in employmentearly 2024 and CERC’s Ohio jurisdiction intends to file a rate case in the second quarterhalf of 2020. We believe that all2024. The outcome of these base rate proceedings will determine, among other things, the states that we serve have improved economically since then and continueability to recover certain capital investments within those jurisdictions. The outcome of these base rate proceedings is uncertain and may be impacted by the current economic environment.

To assess our financial performance, our management primarily monitors the recovery of costs and return on investments by the evaluation of net income and capital expenditures, among other things, from our regulated service territories within our reportable segments. Within these broader financial measures, we monitor margins, natural gas and fuel costs, interest expense, capital spend, working capital requirements, and operation and maintenance expense. In addition to these financial measures, we also monitor a number of variables that management considers important to gauge the performance of our reportable segments, including the number of customers, throughput, use per customer, commodity prices, heating and cooling degree days, environmental impacts, safety factors, system reliability and customer satisfaction.

CenterPoint Energy and CERC have weather normalization or other rate mechanisms that largely mitigate the impact of weather on Natural Gas in Indiana, Louisiana, Mississippi, Minnesota and Ohio, as applicable. CenterPoint Energy’s and CERC’s Natural Gas in Texas and CenterPoint Energy’s electric operations in Texas and Indiana do not have such mechanisms, although at different rates. fixed customer charges are historically higher in Texas for Natural Gas compared to its other jurisdictions. As a result, fluctuations from normal weather may have a positive or negative effect on CenterPoint Energy’s and CERC’s Natural Gas’ results in Texas and on CenterPoint Energy’s electric operations’ results in its Texas and Indiana service territories.

Each state has a unique economy and is driven by different industrial sectors. Our largest customers reflect the diversity in industries in the states across our footprint. For example, Houston Electric is largely concentrated in Houston, Texas, a diverse economy where a higher percentage of employment is tied to the energy sector relative to other regions of the country. Although the Houston area represents a large part of our customer base, we have a diverse customer base throughout the eightvarious states our utility businesses serve. In Minnesota, for instance, education and health services are the state’s largest sectors, whereas Arkansas has a large food manufacturing industry.sectors. Indiana and Ohio are impacted by changes in the Midwest economy in general and changes in particular industries concentrated in the Midwest such as automotive, feed and grain processing. Some industries are driven by population growth like education and health care, while others may be influenced by strength in the national or international economy.

Also, adverse Adverse economic conditions, coupled with concerns for protecting the environment and increased availability of alternate energy sources, may cause consumers to use less energy or avoid expansions of their facilities, including natural gas facilities, resulting in less demand for our services. Long-term national trends indicate customers have reduced their energy consumption, which could adversely affect our results. However, due to more affordable energy prices and continued economic improvement in the areas we serve, the trend toward lower usage has slowed. To the extent population growth is affected by lower energy prices and there is financial pressure on some of our customers who operate within the energy industry, there may be an impact on the growth rate of our customer base and overall demand. Despite the overall economic impact of the recession, housing growth has continued and accelerated in 2020. Lower interest rates have helped single family housing starts in the Houston and Minneapolis to exceed growth in previous years. Multifamily residential customer growth is affected by the cyclical nature of apartment construction. Beginning in 2019 and continuing through 2020, a new construction cycle in Houston helped overall residential customer growth to surpass the long-term trend of 2%. Management expects residential meter growth for Houston Electric to remain in line with long term trends at approximately 2%. Typical customer growth in the jurisdictions served by the Natural Gas reportable segment is approximately 1%. CERC’s Natural Gas customer growth was 1.7% for 2020, which is slightly higher than in previous years. Management expects residential meter growth for CERC to remain in line with long term trends at approximately 1%.

Performance of the Electric reportable segmentRising inflation and the Natural Gas reportable segment is significantly influenced by energy usage per customer, which is significantly impacted by weather conditions. For Houston Electric, revenues are generally higher during the warmer months when more electricity is used for cooling purposes. For Indiana Electric,sustained high interest rates and a significant portion of its sales are for space heating and cooling. Consequently, as in certain past years, Indiana Electric’s results of operations may berecessionary environment could potentially adversely affected by warmer-than-normal heating season weather or colder-than-normal cooling season weather. For CERC’s Natural Gas, demand for natural gas for heating purposes is generally higher in the colder months. Therefore, we compare our results on a weather-adjusted basis. 

In 2020, the Houston area experienced weather that was warmer than normal compared to 2019. Although the summer months were somewhat hotter than normal, the warmer than normal temperatures started early in the year with a mild winter. Our Natural Gas service territories experienced warmer weather in 2020 than it has since 2017. Historically, bothimpact CenterPoint Energy’s TDU and CERC’s Natural Gas have utilized weather hedgesability to help reduce the impact of mild weatherexecute on their financial results. CenterPoint Energy’s TDU and CERC’s Natural Gas entered into a weather hedge for the 2019–2020 winter heating seasonits 10-year capital plan. The inability to execute on our capital plan may result in Texas where no weather normalization mechanisms exist. In CERC’s non-Texas jurisdictions, weatherlost
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normalization mechanisms or decoupling in the Minnesota division helpfuture revenues for CenterPoint Energy. Additionally, these economic conditions may affect customers’ ability to mitigate the impact of abnormal weather onpay their utility bills which may preclude our financial results.ability to collect balances due from such customers.

In our Natural Gas Indiana and Ohio service territories, normal temperature adjustment and decoupling mechanisms largely mitigateFurther, the effect that would otherwise be caused by variations in volumes sold to these customersglobal supply chain has experienced significant disruptions due to weathera multitude of factors, such as labor shortages, resource availability, long lead times, inflation and changing consumption patterns. Our Natural Gas operations in Ohio has a straight fixed variable rate design for its residential customers. This rate design mitigates approximately 90% ofweather. These disruptions have adversely impacted the Ohio service territory’s weather risk and risk of decreasing consumption specific to its small customer classes. While Indiana Electric has neither a normal temperature adjustment mechanism nor a decoupling mechanism, rate designs provide for a lost margin recovery mechanism that operates in tandem with conservation initiatives.

Sales of natural gas to residential and commercial customers by Indiana Gas, SIGECO and VEDO are largely seasonal and are impacted by weather. Trends in the average consumption among natural gas residential and commercial customers have tended to decline as more efficient appliances and furnaces are installed, and as these utilities have implemented conservation programs. 

For CERC’s Natural Gas in Minnesota and Arkansas, rate adjustment mechanisms counter the impact of changes in customer usage. In addition, inutility industry. Like many of our service areas, particularlypeers, we have experienced disruptions to our supply chain and may continue to experience such disruptions in the Houston areafuture. To the extent adverse economic conditions, including supply chain disruptions, affect our suppliers and Minnesota, as applicable to each registrant, we have benefited from growth in the number of customers. We anticipate that this trend will continue as the regions’ economies continue to grow. The profitability of our businesses is influenced significantly by the regulatory treatment we receive from the various state and local regulators who set our electric and natural gas distribution rates.

For details related to our pending and completed regulatory proceedings and orders in 2020 and to date in 2021, see “—Liquidity and Capital Resources —Regulatory Matters” in Item 7 of Part II of this report, which discussion is incorporated herein by reference.

We believe the long-term outlook for ESG’s performance contracting and sustainable infrastructure opportunities remains strong with continued national focus expected on energy conservation and sustainability, renewable energy and security as power prices across the country rise and customer focus on new, efficient and clean sources of energy grows.

The regulation of natural gas pipelines and related facilities by federal and state regulatory agencies affects CenterPoint Energy’s and CERC’s businesses. In accordance with natural gas pipeline safety and integrity regulations, CenterPoint Energy and CERC are making, and will continue to make, significant capital investments in their service territories, which are necessary to help operate and maintain a safe, reliable and growing natural gas system. CenterPoint Energy’s and CERC’s compliance expenses may also increase as a result of preventative measures required under these regulations. Consequently, new rates in the areas they serve are necessary to recover these increasing costs.

Consistent with the regulatory treatment of pension costs, the Registrants defer the amount of pension expense that differs from the level of pension expense included in the Registrants’ base rates for the Electric reportable segment and Natural Gas reportable segment in their Texas jurisdictions. CenterPoint Energy expects to contribute a minimum of approximately $61 million to its pension plans in 2021.

Factors Influencing Midstream Investments (CenterPoint Energy)
The results of CenterPoint Energy’s Midstream Investments reportable segment are dependent upon the results of Enable, which are driven primarily by the volume of natural gas, NGLs and crude oil that Enable gathers, processes and transports across its systems. These volumes depend significantly on the level of production from natural gas wells connected to Enable’s systems across a number of U.S. mid-continent markets. Aggregate production volumes are affected by the overall amount of oil and gas drilling and completion activities. Production must be maintained or increased by new drilling or other activity, because the production rate of oil and gas wells declines over time.

Enable expects its business to continue to be impacted by the trends affecting the midstream industry. Enable’s outlook is based on its management’s assumptions regarding the impact of these trends that it has developed by interpreting the information currently available to it. If Enable management’s assumptions or interpretation of available information prove to be incorrect, Enable’s future financial condition and results of operations may differ materially from its expectations.

Enable’s business is impacted by commodity prices, which have remained historically low and otherwise experienced significant volatility in recent years, including due to the effects of the COVID-19 pandemic, among other factors. Commodity prices impact the drilling and production of natural gas and crude oil in the areas served by Enable’s systems, and the volumes
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on its systems can be negatively impacted if producers decrease drilling and production in those areas served. A decrease in volumes on Enable’s systems due to a decrease in drilling or production by its producer customers could adversely affect Enable’s results. In addition, Enable’s processing arrangements expose it to commodity price fluctuations. Enable has attempted to mitigate the impact of commodity prices on its business by entering into hedges, focusing on contracting fee-based business and converting existing commodity-based contracts to fee-based contracts. Prior to the COVID-19 pandemic, the price of natural gas, NGLs and crude oil had begun to decline due to oversupply. The price of, and global demand for, these commodities declined significantly during the first half of 2020 as a result of the ongoing economic effects of the COVID-19 pandemic and the significant governmental measures being implemented to control the spread of the virus, which was further exacerbated by the dispute in the first quarter of 2020 over crude oil production levels between Russia and members of OPEC led by Saudi Arabia. For further information on the impact of these conditions on Enable, see “Significant Events—Enable Quarterly Distributions” below. Subsequent to an agreement in April 2020 by a coalition of nations to reduce production of crude oil and the increase in global economic activity as governmental measures implemented to control the pandemic have eased, the price of crude oil has begun to rise relative to the 2020 production low. In response to crude oil price increases, crude oil, associated natural gas and NGL production has begun to increase.

Enable’s long-term view is that natural gas and crude oil will continue to be a critical component of energy demand in the United States and worldwide because natural gas has lower emissions and is a practical fuel for a variety of applications. As electric energy demand continues to grow, Enable’s management believes that natural gas will continue to replace coal. As the global market for LNG continues to develop, Enable’s management believes that natural gas supply in the United States is well positioned to address demand in the United States, as well as in other areas of the world, including Western Europeour ability to meet our capital plan and Asia. As the desire to lower emissions continues, Enable’s management believes that natural gas will be seen as a practical alternative to higher-emissions liquids fuels, such as bunker fuels in international shipping. Supplies of crude oil have risen primarilygeneration transition plan, results from the success of unconventional drilling in tight oil plays across the United States. Liquid fuels derived from crude oil have remained a primary source ofour energy in the United States, and exports of crude oil and liquid fuels from the United States have risen dramatically over the last five years. As the supply of crude oil has increased in the United States, Enable’s management believes that the United States will continue to be a source of supply to the global crude oil market.

delivery businesses may suffer. For more information, on the Enable Merger, see Note 2215 to the consolidated financial statements.

Further, in response to concerns for protecting the environment, we have strived to take a leading stance in the transition to safer and cleaner energy by being the first combined electric and natural gas utility with regulated generation assets to adopt net zero for its Scope 1 and certain Scope 2 GHG emissions by 2035 goals. In addition, we set a Scope 3 GHG emission reduction goal across our multi-state footprint by committing to help our residential and commercial customers reduce GHG emissions attributable to their end use of natural gas by 20% to 30% by 2035 from a 2021 baseline. Our capital plan supports these goals.

Significant Events

February 2021 Winter Storm EventSeries A Preferred Stock Redemption. . In February 2021, portionsOn September 1, 2023, CenterPoint Energy redeemed all of the United States experienced an extreme and unprecedented winter weather event resulting in corresponding electricity generation shortages, including in Texas, and natural gas shortages and increased wholesale pricesoutstanding shares of natural gas in the United States. Many Houston Electric and, toSeries A Preferred Stock for cash of $800 million at a lesser extent, CERC customers have been severely impacted by outages in electricity and natural gas delivery during the February 2021 Winter Storm Event. As a result of this weather event, the governors of Texas, Oklahoma and Louisiana have declared states of either disaster or emergencies in their respective states. Subsequently, President Biden also approved major disaster declarations for all or parts of Texas, Oklahoma and Louisiana.

CenterPoint Energy has a corporate response planning team comprised of employees across the organization, including members of senior management, that assesses risks to its business, including for health, safety and environmental matters and personnel issues, and has addressed various impacts of the February 2021 Winter Storm Event as such impacts have developed. The corporate response planning team has coordinated additional support for operations and other personnel responding directly to the February 2021 Winter Storm Event.

The February 2021 Winter Storm Event has had, and may continue to have, financial impacts on CenterPoint Energy, Houston Electric and CERC, including substantial increases in prices for natural gas, decreased revenues at Houston Electric due to ERCOT-mandated outages, the need to raise additional external financing to pay for natural gas working capital, potential impacts to credit metrics, significant impacts to the REPs serving customers of Houston Electric, including the REPs’ ability to pay invoices, increases in bad debt expense, issues with counterparties and customers, litigation and investigations or inquiries from government or regulatory agencies and entities, and other financial impacts. CenterPoint Energy does not anticipate meaningful long-term changes to its credit profile or credit ratings given its anticipated access to external financing sources and the regulatory mechanisms that are in place to recover these excess costs. See Note 22 to the consolidated financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Certain Factors Affecting Future Earnings” and “ — Liquidity and Capital Resources — Future Sources and Uses of Cash” below for further information.

COVID-19 Impacts. On March 11, 2020, the World Health Organization declared the current COVID-19 outbreak to be a global pandemic, and on March 13, 2020, the United States declared a national emergency. In response to these declarations and the rapid spread of COVID-19, federal, state and local governments have imposed varying degrees of restrictions on business and social activities to contain COVID-19, including business shutdowns and closures, travel restrictions, quarantines,
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curfews, shelter in place and “stay-at-home” orders in our service territories. State and local authorities have also implemented multi-step policies with the goal of re-opening various sectors of the economy such as retail establishments, health and personal care businesses, and restaurants, among others. Governing authorities continue to reassess re-opening approaches and decisions for their respective jurisdictions given the number of COVID-19 cases and hospitalizations. The COVID-19 outbreak significantly worsened in the United States during the winter months, which caused federal, state and local governments to reconsider restrictions on business and social activities, resulting in the curtailment of the re-opening of the economy.

We have experienced some resulting disruptions to our business operations, as these restrictions significantly impacted, and may continue to impact, many sectors of the economy with various businesses curtailing or ceasing normal operations. For example, since mid-March 2020, we have had to restrict access to certain office locations around the United States. However, as of the date of this Form 10-K, we have increased the permitted occupancy of certain of our offices and facilities. The rest of our office-based personnel continue to be productive through alternate work arrangements, leveraging a strong technology platform to support our employees working remotely to perform their duties or directly from their vehicles to serve our customers. Where we must maintain a presence in the field, we have adjusted our operational protocols to minimize exposure and risk to our field personnel, customers and the communities we serve, including, among other things, modifying our work schedules and reporting locations, potentially delaying certain work types as appropriate, such as maintenance and capital projects, and adjusting project scope and scale to adhere to safety protocols, while continuing to maintain the work activities necessary for safe and reliable service to our customers with increased safety precautions. While certain of our personnel have been, and may continue to be, quarantined, our operations and corporate functions have not been adversely affected to date.

Certain of our Natural Gas service territories were impacted by Hurricane Laura in August 2020, as well as Hurricanes Sally, Delta and Zeta in October 2020. While our Natural Gas field personnel assessed and stabilized our impacted Natural Gas facilities, our electric operations mutual assistance crews from Texas and Indiana worked safely to support the storm restoration efforts of other impacted utilities. Despite COVID-19 conditions, neither our personnel nor our facilities experienced significant performance or operational impacts from Hurricanes Laura, Sally, Delta and Zeta.

Our first priority in our response to this pandemic has been the health and safety of our employees, our customers and other business counterparties. Because we provide a critical service to our customers, it is paramount that we keep our employees who operate our business safe and informed, and we have taken and are updating precautions for that purpose. We have implemented preventative measures and developed corporate and regional response plans to minimize unnecessary risk of exposure and prevent infection, while supporting our customers’ operations under the circumstances. When an employee tests positive for COVID-19, we investigate appropriately and take action to identify and notify potentially exposed individuals, coordinate testing and clean work locations, among other precautionary measures. If our employees feel sick or are awaiting COVID-19 test results, they do not report to their respective work locations to protect the health and safety of other employees. In addition, we have assessed and updated our existing business continuity plans for each of our business units in the context of this pandemic. We have a corporate response planning team who assesses risks to our business, including for health, safety and environmental matters and personnel issues, and addresses various impacts of the situation, as they have developed. Throughout the year, this corporate response planning team has provided periodic updates on COVID-19 to the Board of Directors, which has responsibility for, and is actively involved in, the oversight of risks that could impact CenterPoint Energy. We also have modified certain business practices (including those related to employee travel, employee work locations and participation in meetings, events and conferences) to conform to government restrictions and best practices encouraged by the Centers for Disease Control and Prevention, the World Health Organization and other governmental and regulatory authorities. We are continuing to address concerns to protect the health and safety of our employees and those of our customers and other business counterparties, and this includes changes to comply with health-related guidelines as they are modified and supplemented. We are continuing to work with our suppliers on any potential impacts to our supply chain, including identifying any negative impacts to material supplies, working to mitigate them and pre-planning for longer-term emergency response protocols. Since March 2020, we have not experienced significant disruptions or challenges with respect to our supply chain from the COVID-19 pandemic as a result of the aforementioned efforts with our core vendors and suppliers. This is a continuously evolving situation and could lead to further disruption of economic activity in our markets; we will continue to monitor developments affecting our workforce, our customers and our suppliers and take additional precautions as we believe are warranted.

The extended slowdown of economic growth, decreased demand for commodities and material changes in governmental or regulatory policy in the United States has resulted in, and could continue to result in, lower growth, including, in certain instances, customer growth, and reduced demand for and usage of electricity and natural gas in our service territories as customer facilities continue to close or remain closed. While residential electric usage has increased as individuals continue to stay at home or work remotely, our business has experienced reduced demand and usage among our electric and natural gas commercial and industrial customers as well as a decrease in revenues from disconnections and reconnections due to the disconnect moratoriums across our service territories due to COVID-19, which have either expired or may expire during the
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second quarter of 2021 in certain of the Registrants’ service territories. Certain aspects of Houston Electric’s rate design could mitigate the negative impact of reduced demand among commercial and industrial users. The ability of our customers, contractors and suppliers to meet their obligations to us, including payment obligations, has also been negatively impacted under the current economic conditions. For Houston Electric, we are following PUCT orders regarding disconnection practices related to those customers impacted by COVID-19. Benefits under the COVID-19 ERP ended on September 30, 2020. Houston Electric has not experienced significant impacts with respect to its REPs meeting their payment obligations since March 2020. In our Natural Gas service territories and for Indiana Electric, we informed customers that disconnections for non-payment had been temporarily suspended and in certain service territories continue to be temporarily suspended. However, the disconnect moratoriums have expired in certain of the Registrants’ service territories. As a result of the disconnect moratoriums across our Natural Gas service territories and other payment deferrals or arrangements, days outstanding on receivables and uncollectible accounts have increased, resulting in an increase to allowance for credit losses. To the extent these conditions in our service territories persist, our bad debt expense from uncollectible accounts could continue to increase, negatively impacting our financial condition, results of operations and cash flows. Our Natural Gas service territories and Indiana Electric have either (1) received authority from their public utility commissions to defer bad debt expense associated with COVID-19 as a regulatory asset or (2) exercised existing authority to recover bad debt expense through an existing tracking mechanism. Additionally, while we have not experienced delays to date due to COVID-19 with respect to our regulatory proceedings, we could experience significant delays in scheduling proceedings or hearings and in obtaining orders from regulatory agencies. Any such delays could adversely affect our future results of operations.

Due to macroeconomic conditions related in part to the COVID-19 pandemic and the decline in our Common Stock price, we identified a triggering event to perform an interim goodwill impairment test as of March 31, 2020 and recognized a non-cash goodwill impairment charge of $185 million in our Indiana Electric Integrated reporting unit for the three months ended March 31, 2020. For further discussion of this impairment, see Note 10 to the consolidated financial statements. CenterPoint Energy and CERC performed their annual goodwill impairment tests in the third quarter of 2020 and determined that no goodwill impairment charge was required for any reporting unit as a result of those tests. No triggering events occurred and no impairment tests were performed for subsequent periods.

As of the date of this Form 10-K, our electric facilities and natural gas distribution systems have remained operational and our customers have continued to receive service. Although we continue to assess the COVID-19 situation, we cannot estimate with any degree of certainty the full financial impact of the COVID-19 pandemic on our business. Nor can we predict the effect that the significant disruption and volatility currently being experienced in the markets will have on our business, cash flows, liquidity, financial condition and results of operations at this time. However, we expect the COVID-19 pandemic to adversely impact us in future quarters due to the considerable uncertainty regarding the extent to which COVID-19 will continue to spread and the extent and duration of governmental and other measures implemented to try to slow the spread of COVID-19, such as large-scale travel bans and restrictions, border closures, quarantines, shelter-in-place orders and business and government shutdowns. Restrictions of this nature have caused, and may continue to cause, us, our suppliers and other business counterparties to experience operational delays, closures or disruptions, among other things. The ultimate impacts to our business, financial condition, results of operations, liquidity and cash flows will depend on future developments and evolving factors, including, among others, the ultimate duration, scope and spread of COVID-19, the consequences of governmental and other measures designed to prevent the spread of COVID-19, the development and availability of effective treatments, including those who may or may not take advantage of such treatments, actions taken by governmental authorities, customers, suppliers and other third parties, workforce availability and the timing and extent to which normal economic and operating conditions resume. For additional discussion regarding risks associated with the COVID-19 pandemic, see “Risk Factors” in Item 1A of Part I of this Form 10-K.

Enable Quarterly Distributions. Theredemption price of $1,000 per share, plus accumulated and global demand for, natural gas, NGLs and crude oil declined significantly inunpaid dividends thereon to, but excluding, the first half of 2020 in part as a result of the ongoing spread and economic effects of the COVID-19 pandemic and the significant governmental measures being implemented to control the spread of COVID-19 and remained depressed relative to pre-pandemic levels. Further, financial market declines and volatility, together with deteriorating credit, liquidity concerns, decreasing production, and increasing inventories, are conditions that are associated with a general economic downturn. Producers announced and began to implement plans to reduce production and decrease the drilling and completion of wells in response to these conditions, which include reductions in the exploration, development and production activity across Enable’s areas of operation. As a result, the effects of the COVID-19 pandemic and the decline in demand and price for natural gas, NGLs and crude oil have and may continue to negatively impact the demand for midstream services. In response to the impacts of these developments on its business, on April 1, 2020, Enable announced a reduction in its quarterly distributions per common unit from $0.3305 distributed for the fourth quarter 2019 to $0.16525, representing a 50% reduction. To the extent such economic conditions persist or further deteriorate, quarterly distributions on Enable’s common units may be subject to further reductions.redemption date. For further information, see “—Liquidity and Capital Resources—Future Sources and Uses of Cash” below.

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CenterPoint Energy Financial Measures. On April 1, 2020, in response to the current business environment and to strengthen its financial position and adjust for the reduction in cash flow related to the reduction in Enable quarterly common unit distributions, CenterPoint Energy announced targeted reductions in (i) its quarterly common stock dividend to $0.1500 per share; (ii) 2020 operation and maintenance expenses, excluding certain merger costs, utility costs to achieve savings, severance and amounts with revenue offsets; and (iii) 2020 capital spending. For further information, see “—Liquidity and Capital Resources—Future Sources and Uses of Cash” below.

Enable Investment Impairment. CenterPoint Energy recognized a loss of $1,428 million on its investment in Enable for the year ended December 31, 2020. This loss included an impairment charge on its investment in Enable of $1,541 million and CenterPoint Energy’s interest in Enable’s $225 million impairment on an equity method investment. For further discussion, see Note 1112 to the consolidated financial statements.

BoardDivestiture of Director Appointments. On May 6, 2020, the Board of Directors appointed David J. Lesar and Barry T. Smitherman to the Board of Directors effective immediately. On June 30, 2020, the Board of Directors appointed Earl M. Cummings to the Board of Directors, effective July 1, 2020. On February 19, 2021, the Board of Directors appointed Wendy Montoya Cloonan to the Board of Directors, effective immediately.

CenterPoint Energy Systems Group. Leadership Transition. On June 30, 2020, the Board of Directors appointed David J. Lesar to the position of President and Chief Executive Officer, effective July 1, 2020. On September 15, 2020, Jason P. Wells was appointed to the position of Executive Vice President and Chief Financial Officer, effective September 28, 2020.

Business Review and Evaluation Committee.On May 6, 2020, the Board of Directors established a Business Review and Evaluation Committee, which was designed to assist the Board of Directors in evaluating and optimizing the various businesses, assets and ownership interests currently held by CenterPoint Energy. In October 2020, the Business Review and Evaluation Committee completed its review and made final recommendations to the full Board of Directors for its consideration. As announced in December 2020, CenterPoint Energy’s business strategy incorporated the Business Review and Evaluation Committee’s recommendations to increase its planned capital expenditures in its electric and Natural Gas businesses to support rate base growth and sell certain of its Natural Gas businesses located in Arkansas and Oklahoma as a means to efficiently finance a portion of such increased capital expenditures, among other recommendations.

Enable Merger Agreement. On February 16, 2021, Enable21, 2023, Vectren Energy Services entered into the Enable Merger Agreement. At the closing of the transactions contemplated by the Enable Merger Agreement, if and when it occurs, Energy Transfer will acquire all of Enable’s outstanding equity interests, including all Enable common units and Enable Series A Preferred Units held by CenterPoint Energy, and in return CenterPoint Energy will receive Energy Transfer common units and Energy Transfer Series G Preferred Units.

Business Divestitures. On February 3, 2020, CenterPoint Energy, through its subsidiary VUSI, entered into the Securities Purchase Agreement to sell the Infrastructure Services Disposal Group. The transaction closed on April 9, 2020. On February 24, 2020, CenterPoint Energy, through its subsidiary CERC Corp., entered into thean Equity Purchase Agreement to sell all of the outstanding limited liability company interests of Energy Services Disposal Group.Systems Group to ESG Holdings Group, for a purchase price of $157 million, subject to customary adjustments set forth in the Equity Purchase Agreement, including adjustments based on Energy Systems Group’s net working capital at closing, indebtedness, cash and cash equivalents and transaction expenses. The transaction closed on June 1, 2020.30, 2023 for $154 million in cash, subject to finalization of the purchase price adjustment. For further information, see Note 4 to the consolidated financial statements.

Regulatory Proceedings. On March 23, 2023, CenterPoint Energy and CERC, collectively, received approximately $1.1 billion in proceeds from the customer rate relief bonds issued by the Texas Public Financing Authority related to the February 2021 Winter Storm Event.

On April 5, 2023, a final order was issued approving the $39 million revenue requirement from Houston Electric’s 2021 investment in TEEEF. On April 5, 2023, Houston Electric filed its second TEEEF filing requesting a TEEEF revenue requirement of $188 million or a net increase in TEEEF revenues of approximately $149 million. On August 28, 2023 the State Office of Administrative Hearings issued an Order setting interim rates to collect an annual revenue requirement at the filed amount. On September 26, 2023, intervenors filed testimony with various recommendations including extending the amortization period. A settlement was reached in the Houston Electric base rate casewith parties that incorporated an 8 1/2 year amortization period and a finalTEEEF revenue requirement of $153 million based on the December 31, 2022 balance with interim rates effective December 15, 2023. The State Office of Administrative Hearings ALJ approved the revised interim rates and the settlement was approved by the PUCT in its order issued on February 1, 2024.

On June 29, 2023, Indiana Electric received the net securitization proceeds of $337 million from the PUCT was received on March 9, 2020. New rates were implemented on April 23, 2020. issuance and sale of the SIGECO Securitization Bonds to reimburse or pay for qualified costs approved by the IURC related to the completed retirement of its A.B. Brown coal-fired generation facilities.

For detailsfurther information, see Note 7 to the consolidated financial statements. For information related to our pending and completed regulatory proceedings and ordersto date in 20202023 and to date in 2021,2024, see “—Liquidity and Capital Resources —Regulatory Matters” below.

EquityDebt Transactions. On May 6, 2020,In 2023, CenterPoint Energy entered into agreements for the private placementsissued or borrowed a combined $6.0 billion in new debt, including Houston Electric’s issuance of $1.4 billion aggregate principal amount of general mortgage bonds, CERC’s issuance of $1.5 billion aggregate principal amount of senior notes and a $500 million term loan, SIGECO Securitization Subsidiary’s issuance of $341 million aggregate principal amount of SIGECO Securitization Bonds, SIGECO’s issuance of $650 million aggregate principal amount of first mortgage bonds, and CenterPoint Energy’s issuance of $1.0 billion aggregate principal amount of convertible senior notes, $400 million aggregate principal amount of senior notes and a $250 million term loan. During 2023, CenterPoint Energy repaid or redeemed a combined $3.0 billion of debt, including CERC’s repayment of $1.0 billion of term loans and $1.332 billion of senior notes maturing in 2023, CenterPoint Energy’s repayment of its
47


$250 million term loan and $350 million of its Series C Preferred Stockfloating rate senior notes and its Common Stock.SIGECO’s early redemption of $91 million of first mortgage bonds, excluding scheduled principal payments on Securitization Bonds. For more information about the private placements,debt transactions in 2023, see Note 13 to the consolidated financial statements.

CenterPoint Energy Leadership Transition. On March 15, 2023, CenterPoint Energy announced the appointment of Christopher A. Foster to the position of Executive Vice President and Chief Financial Officer, effective May 5, 2023. On September 27, 2023, CenterPoint Energy appointed Kristie L. Colvin to the position of Senior Vice President and Chief Accounting Officer of CenterPoint Energy and its affiliated subsidiaries, effective October 5, 2023. On October 26, 2023, CenterPoint Energy announced the retirement of Dave Lesar and appointment of Jason Wells to the position of President and Chief Executive Officer, effective January 5, 2024.

Debt Transactions. Subsequent EventsIn June 2020, Houston Electric issued $300 million aggregate principal amount of general mortgage bonds. In September 2020, SIGECO. completed the remarketing of two series of tax-exempt debt of approximately $38 million aggregate principal amount. In September 2020, VCC terminated its $200 million credit agreement. In September 2020, CERC Corp. provided notice of redemption relating to $593 million aggregate principal amount of its 4.50% senior notes due 2021, which were redeemed in full in October 2020. In October 2020, CERC Corp. issued $500 million aggregate principal amount of senior notes. In December 2020,On January 10, 2024, CenterPoint Energy provided noticeentered into an Equity Distribution Agreement with certain financial institutions with respect to the offering and sale from time to time of redemption relatingshares of Common Stock, having an aggregate gross sales price of up to $250 million aggregate principal amount$500 million. Sales of its outstanding $500 million aggregate principal amount 3.85% senior notes due 2024, which were redeemedCommon Stock may be made by any method permitted by applicable law and deemed to be an “at the market offering” as defined in January 2021. On February 4, 2021, eachRule 415 of the Securities Act of 1933. CenterPoint Energy Houston Electric, CERC Corp.may also enter into one or more forward sales agreements pursuant to master forward confirmations. The offer and VUHI replaced theirsale of Common Stock under the Equity Distribution Agreement will terminate upon the earliest of (1) the sale of all Common Stock subject to the Equity Distribution Agreement, (2) termination of the Equity Distribution Agreement, or (3) May 17, 2026.As of February 20, 2024, CenterPoint Energy has not issued any shares of Common Stock under the Equity Distribution Agreement and has not entered into any forward sale agreements.
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existing revolving credit facilities with new credit facilities totaling $4.0 billionAdditionally, on February 19, 2024, CenterPoint Energy, through its subsidiary CERC Corp., entered into the LAMS Asset Purchase Agreement to sell its Louisiana and Mississippi natural gas local distribution company businesses. The transaction is expected to close in commitments.the first quarter of 2025. For morefurther information, see Note 1421 to the consolidated financial statements.

CERTAIN FACTORS AFFECTING FUTURE EARNINGS

Our past earnings and results of operations are not necessarily indicative of our future earnings and results of operations. The magnitude of our and Enable’s future earnings and results of our and Enable’s operations will depend on or be affected by numerous factors that apply to all Registrants unless otherwise indicated including:

CenterPoint Energy’s business strategies and strategic initiatives, restructurings, including the performancecompleted Restructuring, joint ventures and acquisitions or dispositions of Enable,assets or businesses, including the amountproposed sale of cash distributions CenterPoint Energy receives from Enable, Enable’s ability to redeem the Enable Series A Preferred Units in certain circumstancesour Louisiana and Mississippi natural gas local distribution company businesses, and the valuecompleted sale of CenterPoint Energy’s interest in Enable, and factors that mayEnergy Systems Group, which we cannot assure will have a material impact on such performance, cash distributions and value, including factors such as:
competitive conditions in the midstream industry, and actions taken by Enable’s customers and competitors, including drilling, production and capital spending decisions of third parties and the extent and timing of the entry of additional competition in the markets served by Enable;
the timing and extent of changes in the supply of natural gas and associated commodity prices, particularly prices of natural gas and NGLs, the competitive effects of the available pipeline capacity in the regions served by Enable, and the effects of geographic and seasonal commodity price differentials, including the effects of these circumstances on re-contracting available capacity on Enable’s interstate pipelines and its commodity risk management activities;
economic effects of the actions of Saudi Arabia, Russia and other oil-producing countries, which have resulted in a substantial decrease in oil and natural gas prices, and the combined impact of these events and COVID-19 on commodity prices;
the demand for crude oil, natural gas, NGLs and transportation and storage services;
environmental and other governmental regulations, including the availability of drilling permits and the regulation of hydraulic fracturing;
recording of goodwill, long-lived asset or other than temporary impairment charges by or related to Enable;
the timing of payments from Enable’s customers under existing contracts, including minimum volume commitment payments;
changes in tax status; and
access to debt and equity capital;
the expected benefits of the Merger and integration, including the outcome of shareholder litigation filed against Vectren that could reduce anticipated benefits of the Merger; as well as the ability to successfully integrate the Vectren businesses and to realize anticipated benefits and commercial opportunities; and the development of new opportunities and the performance of projects undertaken by ESG, including, among other factors, the level of success in bidding contracts and cancellation and/or reductions in the scope of projects by customers, and obligations related to warranties, guarantees and other contractual and legal obligations;
the recording of impairment charges;us;
industrial, commercial and residential growth in our service territories and changes in market demand, including the demand for our non-utility products and services and effects of energy efficiency measures and demographic patterns;
our ability to fund and invest planned capital and the timely recovery of our investments, including those related to Indiana Electric’s generation transition plan as part of its IRPs;
our ability to successfully construct, operate, repair and maintain electric generating facilities, natural gas facilities, TEEEF and electric transmission facilities, including complying with applicable environmental standards and the implementation of a well-balanced energy and resource mix, as appropriate;
timely and appropriate rate actions that allow and authorize requested and timely recovery of costs and a reasonable return on investment;investment, including the timing and amount of recovery of Houston Electric’s TEEEF leases, and requested or favorable adjustments to rates and approval of other requested items as part of base rate proceedings;
future economic conditions in regional and national markets, including changes to inflation and interest rates, and instability of banking institutions, and their effect on sales, prices and costs;
weather variations and other natural phenomena, including the impact of severe weather events on operations, capital and capital, including impacts fromlegislation such as in connection with the February 2021 Winter Storm Event;
volatility in the markets for natural gas as a result of, among other factors, armed conflicts, including the conflict in the Middle East and any broader related conflict, and the conflict in Ukraine, and the related sanctions on certain Russian entities;
disruptions to the global supply chain, including volatility in commodity prices, and tariffs and other legislation impacting the supply chain, that could prevent CenterPoint Energy from securing the resources needed to, among other things, fully execute on its 10-year capital plan or achieve its net zero and carbon emissions reduction goals;
non-payment for our services due to financial distress of our customers and the ability of our customers, including REPs, to satisfy their obligations to CenterPoint Energy, Houston Electric and CERC, and the negative impact on such ability related to adverse economic conditions and severe weather events;
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public health threats, such as COVID-19, pandemic and itstheir effect on our and Enable’s operations, business and financial condition, our industries and the communities we serve, U.S. and world financial markets and supply chains, potential regulatory actions and changes in customer and stakeholder behaviorsbehavior relating thereto;
volatility and a substantial recent decline in the markets for oil and natural gas as a result of the actions of crude-oil exporting nations and the Organization of Petroleum Exporting Countries and reduced worldwide consumption due to the COVID-19 pandemic;
state and federal legislative and regulatory actions or developments affecting various aspects of our businesses, (including the businesses of Enable), including, among others, energy deregulation or re-regulation, pipeline integrity and safety and changes in regulation and legislation pertaining to trade, health care, finance and actions regarding the rates charged by our regulated businesses;
direct or indirect effects on our facilities, resources, operations and financial condition resulting from terrorism, cyberattacks or intrusions, data security breaches or other attempts to disrupt our businesses or the businesses of third parties, or other catastrophic events such as fires, ice, earthquakes, explosions, leaks, floods, droughts, hurricanes, tornadoes and other severe weather events, pandemic health events or other occurrences;
tax legislation, including the effects of the CARES Act and of the TCJAIRA (which includes but is not limited to any potential changes to tax rates, CAMT imposed, tax credits and/or interest deductibility), as well as any changes in tax laws under the Biden administration,current or future administrations, and uncertainties involving state commissions’ and local municipalities’ regulatory requirements and determinations regarding the treatment of EDIT and our rates;
52


our ability to mitigate weather impacts through normalization or rate mechanisms, and the effectiveness of such mechanisms;
actions by credit rating agencies, including any potential downgrades to credit ratings;
matters affecting regulatory approval, legislative actions, construction, implementation of necessary technology or other issues with respect to major capital projects that result in delays or cancellation or in cost overrunscosts that cannot be recouped in rates;
the availability and prices of raw materials and services and changes in labor for current and future construction projects and operations and maintenance costs, including our ability to control such costs;
local, state and federal legislative and regulatory actions or developments relating to the environment, including, among others, those related to global climate change, air emissions, carbon, waste water discharges and the handling and disposal of CCR that could impact the continued operation,operations, cost recovery of generation plant costs and related assets, and CenterPoint Energy’s net zero and carbon emissions reduction targets;goals;
the impact of unplanned facility outages or other closures;
any direct or indirect effects on our or Enable’s facilities, operations and financial condition resulting from terrorism, cyber-attacks, data security breaches or other attempts to disrupt our businesses or the businesses of third parties, or other catastrophic events such as fires, ice, earthquakes, explosions, leaks, floods, droughts, hurricanes, tornadoes, pandemic health events or other occurrences;
our ability to fund and invest planned capital and the timely recovery of our investments, including those related to Indiana Electric’s generation transition plan as part of its most recent IRP;
our ability to successfully construct and operate electric generating facilities, including complying with applicable environmental standards and the implementation of a well-balanced energy and resource mix, as appropriate;
the sufficiency of our insurance coverage, including availability, cost, coverage and terms and ability to recover claims;
the investment performanceavailability and prices of raw materials and services and changes in labor for current and future construction projects and operations and maintenance costs, including our ability to control such costs;
impacts from CenterPoint Energy’s pension and postretirement benefit plans;plans, such as the investment performance and increases to net periodic costs as a result of plan settlements and changes in assumptions, including discount rates;
changes in interest rates and their impact on costs of borrowing and the valuation of CenterPoint Energy’s pension benefit obligation;
commercial bank and financial market conditions, including disruptions in the banking industry, 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 rates of inflation;
inability of various counterparties to meet their obligations to us;
non-payment for our services due to financial distress of our customers;
the extent and effectiveness of our and Enable’s risk management and hedging activities, including, but not limited to financial and weather hedges;activities;
timely and appropriate regulatory actions, which include actions allowing securitization for any future hurricanes or other severe weather events, or natural disasters or other recovery of costs;
the ability of REPs,costs, including REP affiliates of NRG and Vistra Energy Corp., to satisfy their obligations to CenterPoint Energy and Houston Electric;
CenterPoint Energy’s or Enable’s potential business strategies and strategic initiatives, including the recommendations of the Business Review and Evaluation Committee of the Board of Directors, restructurings, joint ventures and acquisitions or dispositions of assets or businesses, including our proposed sale of our Natural Gas businesses in Arkansas and Oklahoma and the Enable Merger, which we cannot assure will be completed or will have the anticipated benefits to us or Enable;stranded coal-fired generation asset costs;
acquisition and merger or divestiture activities involving us or our competitors,industry, including the ability to successfully complete merger, acquisition and divestiture plans;plans such as the proposed sale of our Louisiana and Mississippi natural gas local distribution company businesses;
our or Enable’s ability to recruit,attract, effectively transition, motivate and retain management and key employees and maintain good labor relations;
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;generation, and their adoption by consumers;
the impact of climate change and alternate energy sources on the demand for natural gas;gas and electricity generated or transmitted by us;
the timing and outcome of any audits, disputes and other proceedings related to taxes;
the effective tax rates;recording of impairment charges;
political and economic developments, including energy and environmental policies under the Bidencurrent administration;
CenterPoint Energy’s ability to execute on its strategy, initiatives, targets and goals, including its net zero and carbon emissions reduction goals and its operations and maintenance expenditure goals;
the transitionoutcome of litigation, including litigation related to a replacement for the LIBOR benchmark interest rate;February 2021 Winter Storm Event;
the effect of changes in and application of accounting standards and pronouncements; and
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other factors discussed in “Risk Factors” in Item 1A of Part I of this report and in other reports that the Registrants file from time to time with the SEC.

53


CENTERPOINT ENERGY CONSOLIDATED RESULTS OF OPERATIONS

CenterPoint Energy’s results of operations are affected by seasonal fluctuations in the demand for electricity and natural gas. CenterPoint Energy’s results of operations are also affected by, among other things, the actions of various governmental authorities having jurisdiction over rates its subsidiaries charge, debt service costs, income tax expense, its subsidiaries ability to collect receivables from REPs and customers and its ability to recover its regulatory assets. For information regarding factors that may affect the future results of our consolidated operations, please read “Risk Factors” in Item 1A of Part I of this report.

Income (loss) available to common shareholders for the years ended December 31, 2020, 20192023, 2022 and 20182021 was as follows:
Year Ended December 31,Favorable (Unfavorable)
2020
2019 (1)
20182020 to 20192019 to 2018
(in millions)
Year Ended December 31,Year Ended December 31,Favorable (Unfavorable)
20232023202220212023 to 20222022 to 2021
(in millions)(in millions)
ElectricElectric$230 $419 $334 $(189)$85 
Natural GasNatural Gas278251 98 27 153 
Total Utility OperationsTotal Utility Operations508 670 432 (162)238 
Midstream Investments (2)(1,116)131 224 (1,247)(93)
Corporate & Other (3)(159)(236)(295)77 59 
Corporate & Other (1)
Corporate & Other (1)
Corporate & Other (1)
Discontinued OperationsDiscontinued Operations(182)109 (28)(291)137 
Total CenterPoint Energy Total CenterPoint Energy$(949)$674 $333 $(1,623)$341 

(1)Includes only February 1, 2019 through December 31, 2019 results of acquired electric and natural gas businesses due to the Merger.

(2)For a discussion of earnings from CenterPoint Energy’s equity investment in Enable, see Note 11 to the consolidated financial statements.

(3)Includes energy performance contracting and sustainable infrastructure services through ESG,Energy Systems Group through the date of sale on June 30, 2023, unallocated corporate costs, interest income and interest expense, intercompany eliminations and the reduction of income allocated to preferred shareholders.

20202023 Compared to 2019

Net Income.  CenterPoint Energy reported a loss available to common shareholders of $949 million for 2020 compared to income available to common shareholders of $674 million for 2019.

The decrease in income available to common shareholders of $1,623 million was primarily due to the following key factors:

the impairment of our investment in Enable, our share of Enable’s impairment of an equity method investment and decreased earnings at Enable further discussed in Note 11 to the consolidated financial statements;
the impairment of Indiana Electric further discussed in Note 6 to the consolidated financial statements;
loss and impairments on held for sale of the Infrastructure Services and Energy Services Disposal Groups;
impacts related to COVID-19; and
increased preferred stock dividend requirements.

These decreases were partially offset by:

rate relief;
continued customer growth;
operation and maintenance expense discipline; and
the impact of twelve months in 2020 versus eleven months in 2019 for businesses acquired in the Merger.

2019 Compared to 20182022

Net Income.  CenterPoint Energy reported income available to common shareholders of $674$867 million for 20192023 compared to $333income available to common shareholders of $1,008 million for 2018.2022.

54Income available to common shareholders decreased $141 million primarily due to the following items:


an increase in net income of $51 million for the Electric reportable segment, as further discussed below;
Thean increase in net income of $41 million for the Natural Gas reportable segment, as further discussed below; and
a decrease in income available to common shareholders of $341$233 million wasfor Corporate and Other, primarily due to the following key factors:

gains on marketable securities,a pre-tax net gain of losses$86 million on the underlying valuesale of the indexed debtEnergy Transfer equity securities related to the ZENS;
the impact of eleven months of results in 2019 for businesses acquired in the Merger;
rate relief;
continued customer growth; and
operation and maintenance expense discipline.

These increases were partially offset by:

increased interest expense primarily resulting from higher outstanding long-term debt used to finance the Merger and additional long-term debt acquired in the Merger, discussed further in Notes 4 and 14 to the consolidated financial statements;
decreased earnings at Enable2022 further discussed in Note 11 to the consolidated financial statements;statements, partially offset by $45 million of costs associated with early redemption of long-term debt in first quarter 2022. The decrease is also due to a loss on sale of $13 million and
increased preferred stock dividend requirements. current tax expense of $32 million related to the divestiture of Energy Systems Group further discussed in Note 4 to the consolidated financial statements, as well as $19 million due to remeasurement of deferred income tax balances. The remaining variance is due largely to an increase in borrowing costs.

2022 Compared to 2021
Discontinued Operations.
Net Income. On February 3, 2020,  CenterPoint Energy through its subsidiary VUSI, entered intoreported income available to common shareholders of $1,008 million for 2022 compared to income available to common shareholders of $1,391 million for 2021.

Income available to common shareholders decreased $383 million primarily due to the Securities Purchase Agreement to sellfollowing items:

an increase in net income of $128 million for the Infrastructure Services Disposal Group. Accordingly, the previously reported Infrastructure ServicesElectric reportable segment, has been eliminated. The transaction closedas further discussed below;
an increase in net income of $89 million for the Natural Gas reportable segment, as further discussed below;
an increase in income available to common shareholders of $218 million for Corporate and Other, primarily due to a $28 million pre-tax payment related to the impact of Board-implemented governance changes announced in July 2021, the net gain of $86 million in 2022 and a net loss of $122 million in December 2021 on April 9, 2020. Forthe sale of Energy Transfer equity securities discussed further information, seein Note 11 to the consolidated financial statements, partially offset by a $34 million loss in Enable Series A Preferred Unit distributions in 2021 discussed in Note 4, and a decrease in income allocated to
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preferred shareholders of $46 million, primarily due to the conversion of the Series B Preferred Stock to Common Stock during 2021; and
a decrease in income of $818 million from discontinued operations, discussed further in Note 4 to the consolidated financial statements.

Additionally, on February 24, 2020, CenterPoint Energy, through its subsidiary CERC Corp., entered into the Equity Purchase Agreement to sell the Energy Services Disposal Group. Accordingly, the previously reported Energy Services reportable segment has been eliminated. The transaction closed on June 1, 2020. For further information, see Note 4 to the consolidated financial statements.

Income Tax Expense. For a discussion of effective tax rate per period, see Note 1514 to the consolidated financial statements.

Subsequent Events. On February 19, 2024, CenterPoint Energy, through its subsidiary CERC Corp., entered into the LAMS Asset Purchase Agreement to sell its Louisiana and Mississippi natural gas local distribution company businesses. The transaction is expected to close in the first quarter of 2025. For further information, see Note 21 to the consolidated financial statements.


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CENTERPOINT ENERGY’S RESULTS OF OPERATIONS BY REPORTABLE SEGMENT

As of January 1, 2020, CenterPoint Energy’s CODM viewedviews net income as the measure of profit or loss for the reportable segments rather than the previous measure of operating income.segments. Segment results include inter-segment interest income and expense, which may result in inter-segment profit and loss. During the fourth quarter of 2020, CenterPoint Energy’s CODM requested that the financial information for the electric businesses be presented on an aggregated basis for review, resulting in one Electric reportable segment, comprised of Houston Electric and Indiana Electric. Also, the Natural Gas Distribution reportable segment was renamed Natural Gas. Additionally, during the fourth quarter of 2020, CenterPoint Energy’s CODM requested that the CERC corporate functions be included within the financial results

The following discussion of CenterPoint Energy’s Natural Gas reportable segment for review purposes. Certain prior year amounts have been reclassified to conform to the current year presentation.

Following the divestitureresults of the Infrastructure Services and Energy Services Disposal Groups, which accounted for a substantial portion of CenterPoint Energy’s non-utility activities, CenterPoint Energyoperations is now focused on its utility operations conducted throughseparated into two reportable segments, Electric and Natural Gas, which are collectively referred to herein as Utility Operations. The following discussion of results of operations by reportable segment concentrates on CenterPoint Energy’s Utility Operations. A discussion of CenterPoint Energy’s Midstream Investments reportable segment results is included in the discussion of CenterPoint Energy’s consolidated results above.Gas.

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ELECTRIC

The following table provides summary data of CenterPoint Energy’s Electric reportable segment:
 Year Ended December 31,Favorable (Unfavorable)
 20202019 (1)20182020 to 20192019 to 2018
(in millions, except throughput, weather and customer data)
Revenues$3,470 $3,519 $3,232 $(49)$287 
Utility natural gas, fuel and purchased power147 149 — (2)149 
Revenues less Utility natural gas, fuel and purchased power3,323 3,370 3,232 (47)138 
Expenses:   
Operation and maintenance1,704 1,656 1,452 (48)(204)
Depreciation and amortization663 739 917 76 178 
Taxes other than income taxes268 261 240 (7)(21)
Goodwill Impairment (2)185 — — (185)— 
Total expenses2,820 2,656 2,609 (164)(47)
Operating Income503 714 623 (211)91 
Other Income (Expense):
Interest and other finance charges(220)(225)(197)(28)
Interest income27 (24)22 
Other income (expense), net16 (1)(8)17 
Income before income taxes302 515 423 (213)92 
Income tax expense (benefit)72 96 89 24 (7)
Net income$230 $419 $334 $(189)$85 
Throughput (in GWh):   
Residential32,630 31,605 30,405 %%
Total98,647 96,866 90,409 %%
Weather (percentage of normal weather for service area):
Cooling degree days109 %109 %103 %— %%
Heating degree days85 %96 %104 %(11)%(8)%
Number of metered customers at end of period:   
Residential2,433,474 2,372,135 2,198,225 %%
Total2,749,116 2,682,228 2,485,370 %%
(1)Includes only February 1, 2019 through December 31, 2019 results of acquired electric businesses due to the Merger.
(2)For information related to the goodwill impairment at the Indiana Electric reporting unit, see Note 6 to the consolidated financial statements.
 Year Ended December 31,Favorable (Unfavorable)
 2023202220212023 to 20222022 to 2021
(in millions, except throughput, weather and customer data)
Revenues$4,290 $4,108 $3,763 $182 $345 
Expenses:   
Utility natural gas, fuel and purchased power176 222 186 46 (36)
Operation and maintenance1,880 1,864 1,761 (16)(103)
Depreciation and amortization872 793 775 (79)(18)
Taxes other than income taxes272 275 268 (7)
Total expenses3,200 3,154 2,990 (46)(164)
Operating Income1,090 954 773 136 181 
Other Income (Expense):
Interest expense and other finance charges(303)(235)(226)(68)(9)
Other income (expense), net56 31 23 25 
Income before income taxes843 750 570 93 180 
Income tax expense189 147 95 (42)(52)
Net income$654 $603 $475 $51 $128 
Throughput (in GWh):   
Residential35,166 35,074 32,067 — %%
Total108,766 105,541 103,000 %%
Weather (percentage of normal weather for service area):
Cooling degree days114 %110 %108 %%%
Heating degree days90 %121 %82 %(31)%39 %
Number of metered customers at end of period:   
Residential2,588,510 2,534,730 2,493,832 %%
Total2,916,028 2,858,203 2,814,859 %%


5652



The following table provides variance explanations by major income statement caption for the Electric reportable segment:
Favorable (Unfavorable)
2020 to 20192019 to 2018
(in millions)
Revenues less Utility natural gas, fuel and purchased power
Customer rates and impact of the change in rate design$(289)$(4)
Impacts of COVID-19(40)— 
Weather impacts and other usage(17)(20)
Impacts from increased peak demand in 2019, collected in rates in 202019 — 
Transmission Revenues, including TCOS and TCRF and impact of the change in rate design, inclusive of costs billed by transmission providers363 67 
Refund of protected and unprotected EDIT, offset in income tax expense(31)15 
Equity return, related to the annual true-up of transition charges for amounts over or under collected in prior periods(14)(29)
Customer growth37 28 
Miscellaneous revenues, primarily related to service connections11 15 
AMS, offset in depreciation and amortization below(3)(29)
Bond Companies(124)(281)
Pass-Through Revenues (offset in operation and maintenance below)— 
Energy efficiency, offset in operation and maintenance
Eleven months of incremental margin from the acquisition of Indiana Electric in 2019— 374 
Twelve months in 2020 versus eleven months in 2019 for Indiana Electric due to Merger34 — 
Total$(47)$138 
Operation and maintenance
Transmission costs billed by transmission providers, offset in revenues$(61)$(57)
Labor and benefits(2)15 
Contract services12 
Support services(13)24 
All other operation and maintenance expense, including materials and supplies and insurance14 — 
Merger related expenses, primarily severance and technology20 (10)
Bond Companies
Energy efficiency, offset in revenues— (4)
Pass Through Expenses (offset in Revenues less Utility natural gas, fuel and purchased power)(2)— 
Eleven months of incremental operation and maintenance from the acquisition of Indiana Electric in 2019— (179)
Twelve months in 2020 versus eleven months in 2019 for Indiana Electric due to Merger(17)— 
Total$(48)$(204)
Depreciation and amortization
Ongoing additions to plant-in-service$(31)$(19)
AMS, offset by revenues(1)28 
Bond Companies116 260 
Eleven months of incremental depreciation and amortization from acquisition of Indiana Electric— (91)
Twelve months in 2020 versus eleven months in 2019 for Indiana Electric due to Merger(8)— 
Total$76 $178 
Taxes other than income taxes
Incremental capital projects placed in service$(4)$(1)
Franchise fees and other taxes(2)(6)
Eleven months of incremental taxes from acquired Electric Utility— (14)
Twelve months in 2020 versus eleven months in 2019 for Indiana Electric(1)— 
Total$(7)$(21)
Goodwill impairment
See Note 6 for further information(185)— 
Total$(185)$— 
Interest expense and other finance charges
Debt to fund incremental capital projects$(5)$(25)
Bond Companies12 19 
Eleven months of incremental interest expense from acquisition of Indiana Electric— (22)
Twelve months in 2020 versus eleven months in 2019 for Indiana Electric due to Merger(2)— 
Total$$(28)
57


Interest income
Investments in CenterPoint Energy Money Pool$(20)$20 
Bond Companies(4)
Total$(24)$22 
Other income (expense), net
Reduction to non-service benefit cost$17 $
Eleven months of incremental Other income (expense) from acquisition of Indiana Electric— 
Total$17 $
Favorable (Unfavorable)
2023 to 20222022 to 2021
(in millions)
Revenues
Customer rates and impact of the change in rate design$167 $38 
Transmission Revenues, including TCOS and TCRF and impact of the change in rate design, inclusive of costs billed by transmission providers, partially offset in operation and maintenance below122 157 
Customer growth26 28 
Refund of protected and unprotected EDIT, offset in income tax expense— 32 
Impacts from increased peak demand in the prior year, collected in rates in the current year— 
Energy efficiency, partially offset in operation and maintenance below— (3)
Equity return, related to the annual true-up of transition charges for amounts over or under collected in prior periods(5)
Pass-through revenues, offset in operation and maintenance below(13)21 
Miscellaneous revenues, primarily related to service connections and off-system sales(14)11 
Bond Companies and SIGECO Securitization Subsidiary, offset in other line items below(27)(33)
Weather, efficiency improvements and other usage impacts(28)54 
Cost of fuel and purchased power, offset in utility natural gas, fuel and purchased power below(46)36 
Total$182 $345 
Utility natural gas, fuel and purchased power
Cost of purchased power, offset in revenues above$30 $12 
Cost of fuel, including coal, natural gas, and fuel oil, offset in revenues above16 (48)
$46 $(36)
Operation and maintenance
Transmission costs billed by transmission providers, offset in revenues above$(26)$(77)
Contract services(21)(2)
Energy efficiency, offset in revenues above(8)
Support services(8)20 
Bond Companies and SIGECO Securitization Subsidiary, offset in other line items— 
Labor and benefits
Pass through expenses, offset in revenues above11 (19)
All other operation and maintenance expense, including materials and supplies and insurance29 (39)
Total$(16)$(103)
Depreciation and amortization
Ongoing additions to plant-in-service$(106)$(40)
Bond Companies and SIGECO Securitization Subsidiary, offset in other line items27 22 
Total$(79)$(18)
Taxes other than income taxes
Incremental capital projects placed in service, and the impact of changes to tax rates$$(14)
Franchise fees and other taxes
Total$$(7)
Interest expense and other finance charges
Changes in outstanding debt$(76)$(32)
Bond Companies and SIGECO Securitization Subsidiary, offset in other line items above(4)
Other, primarily AFUDC and impacts of regulatory deferrals12 15 
Total$(68)$(9)
Other income (expense), net
Other income, including AFUDC - equity$21 $
Bond Companies and SIGECO Securitization Subsidiary, offset in other line items above— 
Total$25 $

Income Tax Expense. For a discussion of effective tax rate per period by Registrant, see Note 1514 to the consolidated financial statements.
53



NATURAL GAS

The following table provides summary data of CenterPoint Energy’s Natural Gas reportable segment:
Year Ended December 31,Favorable (Unfavorable)
20202019 (1)20182020 to 20192019 to 2018
(in millions, except throughput, weather and customer data)
Year Ended December 31,Year Ended December 31,Favorable (Unfavorable)
20232023202220212023 to 20222022 to 2021
(in millions, except throughput, weather and customer data)(in millions, except throughput, weather and customer data)
RevenuesRevenues$3,631 $3,750 $3,031 $(119)$719 
Cost of revenues (2)1,358 1,652 1,504 (294)148 
Revenues less Cost of revenues2,273 2,098 1,527 175 571 
Expenses:Expenses:
Utility natural gas, fuel and purchased power
Utility natural gas, fuel and purchased power
Utility natural gas, fuel and purchased power
Non-utility cost of revenues, including natural gas
Operation and maintenanceOperation and maintenance1,032 1,070 833 38 (237)
Depreciation and amortizationDepreciation and amortization454 420 280 (34)(140)
Taxes other than income taxesTaxes other than income taxes237 206 155 (31)(51)
Total expensesTotal expenses1,723 1,696 1,268 (27)(428)
Operating IncomeOperating Income550 402 259 148 143 
Other Income (Expense)Other Income (Expense)
Gain on sale
Gain on sale
Gain on sale
Interest expense and other finance chargesInterest expense and other finance charges(153)(144)(122)(9)(22)
Interest income
Other expense, net(2)(11)(9)(2)
Other income (expense), net
Other income (expense), net
Other income (expense), net
Income from Continuing Operations Before Income TaxesIncome from Continuing Operations Before Income Taxes403 253 129 150 124 
Income tax expense125 31 (123)29 
Income tax expense (benefit)
Net IncomeNet Income$278 $251 $98 $27 $153 
Throughput (in Bcf):Throughput (in Bcf):
Residential
Residential
ResidentialResidential237 246 186 (4)%32 %199 240 240 241 241 (17)(17)%— %
Commercial and industrialCommercial and industrial439 458 285 (4)%61 %Commercial and industrial418 424 424 428 428 (1)(1)%(1)%
Total ThroughputTotal Throughput676 704 471 (4)%49 %Total Throughput617 664 664 669 669 (7)(7)%(1)%
Weather (percentage of 10-year average for service area):Weather (percentage of 10-year average for service area):
Heating degree daysHeating degree days91 %101 %106 %(10)%(5)%
Heating degree days
Heating degree days86 %106 %91 %(20)%15 %
Number of customers at end of period:Number of customers at end of period:
Residential
Residential
ResidentialResidential4,328,607 4,252,361 3,246,277 %31 %4,010,113 3,964,221 3,964,221 4,372,428 4,372,428 %(9)%
Commercial and industrialCommercial and industrial349,725 349,749 260,033 — %35 %Commercial and industrial303,841 301,834 301,834 354,602 354,602 %(15)%
TotalTotal4,678,332 4,602,110 3,506,310 %31 %Total4,313,954 4,266,055 4,266,055 4,727,030 4,727,030 %(10)%
(1)Includes only February 1, 2019 through December 31, 2019 results of acquired natural gas businesses due to the Merger.

(2)Includes Utility natural gas, fuel and purchased power and Non-utility cost of revenues, including natural gas.
5854


The following table provides variance explanations by major income statement caption for the Natural Gas reportable segment:
Favorable (Unfavorable)
2020 to 20192019 to 2018
(in millions)
Revenues less Cost of revenues
Rate increases exclusive of the TCJA impact below$108 $13 
Eleven months of incremental margin from acquired LDC businesses in the Merger— 513 
Impacts of COVID-19(25)— 
Weather and usage, excluding impacts from COVID-1930 
Customer growth20 14 
Refund of protected and unprotected EDIT, offset in income tax expense(5)
Twelve months in 2020 versus eleven months in 2019 in Indiana and Ohio jurisdictions65 — 
Non-volumetric and miscellaneous revenue, excluding impacts from COVID-1915 
Energy efficiency, offset in operation and maintenance below(1)(14)
Gross receipts tax, offset in taxes other than income taxes below(6)
Total$175 $571 
Operation and maintenance
Labor and benefits$(1)$— 
Eleven months of incremental operation and maintenance from acquired LDC businesses in the Merger— (201)
Contracted services20 — 
Support services(14)
Other operating and maintenance expense, including material and supplies and insurance(3)
Twelve months in 2020 versus eleven months in 2019 in Indiana and Ohio jurisdictions(14)— 
Energy efficiency, offset in revenues less cost of revenues above14 
Merger related expenses, primarily severance and technology40 (55)
Total$38 $(237)
Depreciation and amortization
Incremental capital projects placed in service$(23)$(12)
Eleven months of incremental depreciation from acquired LDC businesses in the Merger— (128)
Twelve months in 2020 versus eleven months in 2019 in Indiana and Ohio jurisdictions(11)— 
Total$(34)$(140)
Taxes other than income taxes
Gross receipts tax, offset in revenues less cost of revenues above$$(2)
Eleven months of incremental taxes from acquired LDC businesses in the Merger— (45)
Twelve months in 2020 versus eleven months in 2019 in Indiana and Ohio jurisdictions(6)— 
Incremental capital projects placed in service(31)(4)
Total$(31)$(51)
Interest expense and other finance charges
Debt to fund incremental capital projects$(9)$(22)
Total$(9)$(22)
Interest income
Money pool investments with CenterPoint Energy$$
Total$$
Other income (expense), net
Reduction to non-service benefit cost$$(2)
Total$$(2)
Favorable (Unfavorable)
2023 to 20222022 to 2021
(in millions)
Revenues
Cost of natural gas, offset in utility natural gas, fuel and purchased power below$(754)$923 
Nine days in January 2022 for Arkansas and Oklahoma Natural Gas businesses due to sale(38)(457)
Gross receipts tax, offset in taxes other than income taxes below(17)19 
Weather and usage(7)22 
Refund of protected and unprotected EDIT, offset in income tax expense
Non-volumetric and miscellaneous revenue14 26 
Energy efficiency and other pass-through, offset in operation and maintenance below17 
Non-utility revenues, including impacts of MES disposal18 (17)
Customer growth20 16 
Customer rates and impact of the change in rate design, exclusive of the TCJA impact below77 69 
Total$(667)$610 
Utility natural gas, fuel and purchased power
Cost of natural gas, offset in revenues above$754 $(923)
Nine days in January 2022 for Arkansas and Oklahoma Natural Gas businesses due to sale23 199 
$777 $(724)
Non-utility costs of revenues, including natural gas
Non-utility cost of revenues, including natural gas$$14 
$$14 
Operation and maintenance
Miscellaneous operations and maintenance expenses, including bad debt expense$(36)$(21)
Energy efficiency and other pass-through, offset in revenues above(17)(3)
Contract services(3)(14)
Nine days in January 2022 for Arkansas and Oklahoma Natural Gas businesses due to sale125 
Labor and benefits, primarily due to headcount11 (5)
Corporate support services12 (22)
Total$(30)$60 
Depreciation and amortization
Incremental capital projects placed in service$(49)$(23)
Lower depreciation rates in Indiana from 2021 rate order— 18 
Nine days in January 2022 for Arkansas and Oklahoma Natural Gas businesses due to sale66 
Total$(47)$61 
Taxes other than income taxes
Gross receipts tax, offset in revenues above$17 $(19)
Nine days in January 2022 for Arkansas and Oklahoma Natural Gas businesses due to sale23 
Incremental capital projects placed in service(2)(12)
Total$16 $(8)
Gain on Sale
Gain on Sale of Arkansas and Oklahoma Natural Gas businesses in 2022$(303)$295 
Total$(303)$295 
Interest expense and other finance charges
Changes in outstanding debt$(59)$(11)
Other, primarily AFUDC and impacts of regulatory deferrals15 
Total$(51)$
Other income (expense), net
Changes to non-service benefit cost, primarily settlement cost incurred in 2022$60 $(66)
AFUDC - Equity, primarily from increased capital spend10 
Other miscellaneous non-operating income (expenses)
Total$77 $(60)

Income Tax Expense.Expense (Benefit). For a discussion of effective tax rate per period by Registrant, see Note 1514 to the consolidated financial statements.

5955


Subsequent Events. On February 19, 2024, CenterPoint Energy, through its subsidiary CERC Corp., entered into the LAMS Asset Purchase Agreement to sell its Louisiana and Mississippi natural gas local distribution company businesses. The transaction is expected to close in the first quarter of 2025. For further information, see Note 21 to the consolidated financial statements.

HOUSTON ELECTRIC CONSOLIDATED RESULTS OF OPERATIONS

As of January 1, 2020, Houston Electric’s CODM viewedviews net income as the measure of profit or loss for theits reportable segments rather than the previous measure of operating income.segment. Houston Electric consists of a single reportable segment. Houston Electric’s results of operations are affected by seasonal fluctuations in the demand for electricity. Houston Electric’s results of operations are also affected by, among other things, the actions of various governmental authorities having jurisdiction over rates Houston Electric charges, debt service costs, income tax expense, Houston Electric’s ability to collect receivables from REPs and Houston Electric’s ability to recover its regulatory assets. For information regarding factors that may affect the future results of Houston Electric’s consolidated operations, please read “Risk Factors” in Item 1A of Part I of this report.
Year Ended December 31,Favorable (Unfavorable) Year Ended December 31,Favorable (Unfavorable)
2020201920182020 to 20192019 to 2018 2023202220212023 to 20222022 to 2021
(in millions, except throughput, weather and customer data)
Revenues$2,911 $2,990 $3,234 $(79)$(244)
(in millions, except throughput, weather and customer data)(in millions, except throughput, weather and customer data)
Revenues:
TDU
TDU
TDU
Bond Companies
Total revenues
Expenses:Expenses:
Operation and maintenance1,523 1,477 1,452 (46)(25)
Depreciation and amortization560 648 917 88 269 
Operation and maintenance, excluding Bond Companies
Operation and maintenance, excluding Bond Companies
Operation and maintenance, excluding Bond Companies
Depreciation and amortization, excluding Bond Companies
Taxes other than income taxesTaxes other than income taxes252 247 240 (5)(7)
Bond Companies
TotalTotal2,335 2,372 2,609 37 237 
Operating IncomeOperating Income576 618 625 (42)(7)
Interest and other finance charges(199)(203)(197)(6)
Interest income27 (24)22 
Other income (expense), net(6)(8)13 
Interest expense and other finance charges
Interest expense on Securitization Bonds
Other income, net
Income before income taxesIncome before income taxes387 436 425 (49)11 
Income tax expense (benefit)53 80 89 27 
Income tax expense
Net incomeNet income$334 $356 $336 $(22)$20 
Throughput (in GWh):Throughput (in GWh):
Residential
Residential
ResidentialResidential31,244 30,334 30,405 %— %33,830 33,676 33,676 30,650 30,650 — — %10 %
TotalTotal93,768 92,180 90,409 %%Total103,862 100,062 100,062 96,898 96,898 %%
Weather (percentage of 10-year average for service area):Weather (percentage of 10-year average for service area):
Cooling degree daysCooling degree days110 %106 %103 %%%
Cooling degree days
Cooling degree days114 %110 %109 %%%
Heating degree daysHeating degree days72 %96 %104 %(24)%(8)%Heating degree days92 %120 %80 %(28)%40 %
Number of metered customers at end of period:Number of metered customers at end of period:
ResidentialResidential2,303,315 2,243,188 2,198,225 %%
Residential
Residential2,455,309 2,402,329 2,359,168 %%
TotalTotal2,599,827 2,534,286 2,485,370 %%Total2,763,535 2,706,598 2,706,598 2,660,938 2,660,938 %%

6056


The following table provides variance explanations by major income statement caption for the Houston Electric T&D reportable segment:Electric:
Favorable (Unfavorable)
2020 to 20192019 to 2018
(in millions)
Favorable (Unfavorable)Favorable (Unfavorable)
2023 to 20222023 to 20222022 to 2021
(in millions)(in millions)
RevenuesRevenues
Customer rates and impact of the change in rate designCustomer rates and impact of the change in rate design$(298)$(4)
Impacts of COVID-19(31)— 
Customer rates and impact of the change in rate design
Customer rates and impact of the change in rate design
Transmission Revenues, including TCOS and TCRF and impact of the change in rate design, inclusive of costs billed by transmission providers
Customer growth
Energy efficiency, partially offset in operation and maintenance below
Refund of protected and unprotected EDIT, offset in income tax expense
Impacts from increased peak demand in the prior year, collected in rates in the current year
Miscellaneous revenues
Equity return, related to the annual true-up of transition charges for amounts over or under collected in prior periods
Weather impacts and other usageWeather impacts and other usage(7)(28)
Impacts from increased peak demand in 2019, collected in rates in 202019 — 
Transmission Revenues, including TCOS and TCRF and impact of the change in rate design, inclusive of costs billed by transmission providers364 67 
Refund of protected and unprotected EDIT, offset in income tax expense(32)15 
Equity return, related to the annual true-up of transition charges for amounts over or under collected in prior periods(14)(29)
Customer growth35 28 
Miscellaneous revenues, primarily related to service connections15 
AMS, offset in depreciation and amortization below(3)(29)
Bond Companies(124)(281)
Energy efficiency, offset in operation and maintenance
Weather impacts and other usage
Weather impacts and other usage
Bond Companies, offset in other line items below
TotalTotal$(79)$(244)
Operation and maintenance
Transmission costs billed by transmission providers, offset in revenues$(61)$(57)
Operation and maintenance, excluding Bond Companies
Transmission costs billed by transmission providers, offset in revenues above
Transmission costs billed by transmission providers, offset in revenues above
Transmission costs billed by transmission providers, offset in revenues above
Contract services
Energy efficiency program costs, offset in revenues above
Energy efficiency program costs, offset in revenues above
Energy efficiency program costs, offset in revenues above
Support services
Labor and benefitsLabor and benefits(2)15 
Contract services
Support services(6)24 
All other operation and maintenance expense, including materials and supplies and insuranceAll other operation and maintenance expense, including materials and supplies and insurance14 — 
Merger related expenses, primarily severance and technology(10)
Bond Companies
Energy efficiency, offset in revenues— (4)
Total$(46)$(25)
Depreciation and amortization
Ongoing additions to plant-in-service$(31)$(19)
AMS, offset by revenues28 
Bond Companies116 260 
Total$88 $269 
Taxes other than income taxes
Incremental capital projects placed in service$(4)$(1)
Franchise fees and other taxes(1)(6)
Total$(5)$(7)
Interest expense and other finance charges
Debt to fund incremental capital projects$(8)$(25)
Bond Companies12 19 
Total$$(6)
Interest income
Investments in CenterPoint Energy Money Pool$(20)$20 
Bond Companies(4)
Total$(24)$22 
Other income (expense), net
Reduction to non-service benefit cost$13 $
TotalTotal$13 $
Total
Total
Depreciation and amortization, excluding Bond Companies
Ongoing additions to plant-in-service
Ongoing additions to plant-in-service
Ongoing additions to plant-in-service
Total
Total
Total
Taxes other than income taxes
Franchise fees and other taxes
Franchise fees and other taxes
Franchise fees and other taxes
Incremental capital projects placed in service, and the impact of changes to tax rates
Total
Bond Companies expense
Operations and maintenance and depreciation expense, offset by revenues above
Operations and maintenance and depreciation expense, offset by revenues above
Operations and maintenance and depreciation expense, offset by revenues above
Total
Interest expense and other finance charges
Changes in outstanding debt
Changes in outstanding debt
Changes in outstanding debt
Other, primarily AFUDC and impacts of regulatory deferrals
Other, primarily AFUDC and impacts of regulatory deferrals
Other, primarily AFUDC and impacts of regulatory deferrals
Total
Interest expense on Securitization Bonds
Lower outstanding principal balance, offset by revenues above
Lower outstanding principal balance, offset by revenues above
Lower outstanding principal balance, offset by revenues above
Total
Other income, net
Other income, including AFUDC - equity
Other income, including AFUDC - equity
Other income, including AFUDC - equity
Bond Companies
Bond Companies
Bond Companies
Total
Total
Total

Income Tax Expense. For a discussion of effective tax rate per period, see Note 1514 to the consolidated financial statements.

6157


CERC CONSOLIDATED RESULTS OF OPERATIONS

As of January 1, 2020, CERC’s CODM viewedviews net income as the measure of profit or loss for theits reportable segments rather than the previous measure of operating income. During the fourth quarter of 2020, CERC’s CODM requested that thesegment. CERC corporate functions be included within the financial results of CERC’s Natural Gas reportable segment for review purposes. As a result of this change and following the divestiture of the Energy Services Disposal Group, CERC now consists of a single reportable segment, Natural Gas, formerly named Natural Gas Distribution. Certain prior year amounts have been reclassified to conform to the current year presentation.segment. CERC’s results of operations are affected by seasonal fluctuations in the demand for natural gas. CERC’s results of operations are also affected by, among other things, the actions of various federal, state and local governmental authorities having jurisdiction over rates CERC charges, debt service costs and income tax expense, CERC’s ability to collect receivables from customers and CERC’s ability to recover its regulatory assets. For information regarding factors that may affect the future results of CERC’s consolidated operations, please read “Risk Factors” in Item 1A of Part I of this report.
 Year Ended December 31,Favorable (Unfavorable)
 2020201920182020 to 20192019 to 2018
(in millions, except throughput, weather and customer data)
Revenues$2,763 $3,018 $3,031 $(255)$(13)
Cost of Revenues (1)1,117 1,430 1,504 (313)(74)
  Revenues less Cost of Revenues1,646 1,588 1,527 58 61 
Expenses:
Operation and maintenance798 824 833 26 
Depreciation and amortization304 293 280 (11)(13)
Taxes other than income taxes182 161 155 (21)(6)
Total expenses1,284 1,278 1,268 (6)(10)
Operating Income362 310 259 52 51 
Other Income (Expense)
Interest expense and other finance charges(111)(116)(122)
Interest income— (5)
Other income (expense), net(7)(13)(9)(4)
Income from Continuing Operations Before Income Taxes244 186 129 58 57 
Income tax expense (benefit)97 (3)31 (100)34 
Income From Continuing Operations147 189 98 (42)91 
Income (Loss) from Discontinued Operations (net of tax expense (benefit) of $(2), $17, and $37, respectively)(66)23 110 (89)(87)
Net Income$81 $212 $208 $(131)$
Throughput (in BCF):
Residential167 188 186 (11)%%
Commercial and industrial260 292 285 (11)%%
Total Throughput427 480 471 (11)%%
Weather (percentage of 10-year average for service area):
Heating degree days91 %101 %106 %(10)%(5)%
Number of customers at end of period:  
Residential3,349,828 3,287,343 3,246,277 %%
Commercial and industrial260,400 260,872 260,033 — %— %
Total3,610,228 3,548,215 3,506,310 %%

 Year Ended December 31,Favorable (Unfavorable)
 2023202220212023 to 20222022 to 2021
(in millions, except throughput, weather and customer data)
Revenues:4,149 4,800 4,200 (651)600 
Expenses:
Utility natural gas1,856 2,607 1,885 751 (722)
Non-utility cost of revenues, including natural gas17 13 
Operation and maintenance904 886 973 (18)87 
Depreciation and amortization493 448 483 (45)35 
Taxes other than income taxes243 257 249 14 (8)
Total expenses3,499 4,202 3,607 703 (595)
Operating Income650 598 593 52 
Other Income (Expense)
Gain on sale— 557 11 (557)546 
Interest expense and other finance charges(178)(130)(134)(48)
Other income (expense), net14 (64)(4)78 (60)
Income Before Income Taxes486 961 466 (475)495 
Income tax expense (benefit)(26)236 76 262 (160)
Net Income$512 $725 $390 $(213)$335 
Throughput (in BCF):
Residential194 233 235 (17)%(1)%
Commercial and industrial386 389 396 (1)%(2)%
Total Throughput580 622 631 (7)%(1)%
Weather (percentage of 10-year average for service area):
Heating degree days86 %106 %91 %(20)%15 %
Number of customers at end of period:  
Residential3,905,388 3,859,726 4,268,385 %(10)%
Commercial and industrial293,235 291,184 336,828 %(14)%
Total4,198,623 4,150,910 4,605,213 %(10)%
(1)Includes Utility natural gas and Non-utility cost of revenues, including natural gas.

Discontinued Operations.
On February 24, 2020, CenterPoint Energy, through its subsidiary CERC Corp., entered into the Equity Purchase Agreement to sell the Energy Services Disposal Group. Accordingly, the previously reported Energy Services reportable segment has been eliminated. The transaction closed on June 1, 2020. For further information, see Note 4 to the consolidated financial statements.


6258


The following table provides variance explanations by major income statement caption for CERC’s Natural Gas reportable segment:CERC:
Favorable (Unfavorable)
2020 to 20192019 to 2018
(in millions)
Revenues less Cost of revenues
Rate increases exclusive of the TCJA impact below$62 $13 
Impacts of COVID-19(22)— 
Weather and usage, excluding impacts from COVID-1930 
Refund of protected and unprotected EDIT, offset in income tax expense(4)
Customer growth14 14 
Non-volumetric and miscellaneous revenue, excluding impacts from COVID-1918 11 
Energy efficiency, offset in operation and maintenance below(8)(14)
Gross receipts tax, offset in taxes other than income taxes below(4)
Total$58 $61 
Operation and maintenance
Labor and benefits, primarily due to headcount$(4)$(15)
Contracted services24 — 
Support services(6)
Other operation and maintenance expense, including material and supplies and insurance12 
Energy efficiency, offset in revenues less cost of revenues above14 
Merger related expenses, primarily severance and technology— (10)
Total$26 $
Depreciation and amortization
Incremental capital projects placed in service$(11)$(13)
Total$(11)$(13)
Taxes other than income taxes
Gross receipts tax, offset in revenues less cost of revenues above$$(2)
Incremental capital projects placed in service(25)(4)
Total$(21)$(6)
Interest expense and other finance charges
Debt to fund incremental capital projects$$
Total$$
Interest income
Money pool investments with CenterPoint Energy$(5)$
Total$(5)$
Other income (expense), net
Reduction to non-service benefit cost$$(4)
Total$$(4)
Favorable (Unfavorable)
2023 to 20222022 to 2021
(in millions)
Revenues
Cost of natural gas, offset in utility natural gas, fuel and purchased power below$(728)$921 
Nine days in January 2022 for Arkansas and Oklahoma Natural Gas businesses due to sale(38)(457)
Gross receipts tax, offset in taxes other than income taxes(15)19 
Weather and usage(7)22 
Refund of protected and unprotected EDIT, offset in income tax expense
Energy efficiency and other pass-through, offset in operation and maintenance
Non-volumetric and miscellaneous revenue13 26 
Non-utility revenues, including impacts of MES disposal18 (17)
Customer growth20 16 
Customer rates and impact of the change in rate design, exclusive of the TCJA impact75 56 
Total$(651)$600 
Utility natural gas
Cost of natural gas, offset in revenues above$728 $(921)
Nine days in January 2022 for Arkansas and Oklahoma Natural Gas businesses due to sale23 199 
Total$751 $(722)
Non-utility costs of revenues, including natural gas
Other, primarily non-utility cost of revenues$$13 
Total$$13 
Operation and maintenance
Miscellaneous operations and maintenance expenses, including bad debt expense$(36)$(20)
Energy efficiency and other pass-through, offset in revenues above(8)(8)
Contract services— (8)
Nine days in January 2022 for Arkansas and Oklahoma Natural Gas businesses due to sale125 
Labor and benefits11 (4)
Corporate Support Services12 
Total$(18)$87 
Depreciation and amortizationNine days in January 2022 for Arkansas and Oklahoma Natural Gas businesses due to sale
Incremental capital projects placed in service$(47)$(44)
Indiana lower depreciation rates from recent rate order— 13 
Nine days in January 2022 for Arkansas and Oklahoma Natural Gas businesses due to sale66 
Total$(45)$35 
Taxes other than income taxes
Gross receipts tax, offset in revenues$15 $(19)
Nine days in January 2022 for Arkansas and Oklahoma Natural Gas businesses due to sale23 
Incremental capital projects placed in service(2)(12)
Total14 (8)
Gain on sale
Net gain on sale of Arkansas and Oklahoma Natural Gas businesses$(557)$546 
Total$(557)$546 
Interest expense and other finance charges
Changes in outstanding debt$(56)$(11)
Other, primarily AFUDC and impacts of regulatory deferrals15 
Total$(48)$
Other income (expense), net
Changes to non-service benefit cost, primarily settlement cost incurred in 2022$60 $(65)
Increase in Equity AFUDC
Other miscellaneous non-operating income (expenses)— 
Nine days in January 2022 for Arkansas and Oklahoma Natural Gas businesses due to sale— 
Total$78 $(60)

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Income Tax Expense.Expense (Benefit). For a discussion of effective tax rate per period, see Note 1514 to the consolidated financial statements.

Subsequent Events. On February 19, 2024, CenterPoint Energy, through its subsidiary CERC Corp., entered into the LAMS Asset Purchase Agreement to sell its Louisiana and Mississippi natural gas local distribution company businesses. The transaction is expected to close in the first quarter of 2025. For further information, see Note 21 to the consolidated financial statements.
 

63



LIQUIDITY AND CAPITAL RESOURCES

Historical Cash Flows

The net cash provided by (used in) operating, investing and financing activities for 2020, 20192023, 2022 and 20182021 is as follows:
Year Ended December 31,
202020192018
CenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERC
(in millions)
Year Ended December 31,Year Ended December 31,
2023202320222021
CenterPoint EnergyCenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERC
(in millions)(in millions)
Cash provided by (used in):Cash provided by (used in):
Operating activities
Operating activities
Operating activities
Operating activities
Operating activities
Operating activities
Operating activities
Operating activities
Operating activities
Operating activities
Operating activities
Operating activities
Operating activities
Operating activities
Operating activitiesOperating activities$1,995 $899 $729 $1,638 $918 $466 $2,136 $1,115 $814 
Investing activitiesInvesting activities(1,265)(564)(452)(8,421)(1,495)(662)(1,207)(911)(697)
Financing activitiesFinancing activities(834)(416)(278)2,776 442 173 3,053 (108)(104)

Operating Activities. The following items contributed to increased (decreased) net cash provided by operating activities:
Year Ended December 31,
2020 compared to 20192019 compared to 2018
CenterPoint EnergyHouston
Electric
CERCCenterPoint EnergyHouston
Electric
CERC
(in millions)
Year Ended December 31,Year Ended December 31,
2023 compared to 20222023 compared to 20222022 compared to 2021
CenterPoint EnergyCenterPoint EnergyHouston
 Electric
CERCCenterPoint EnergyHouston
 Electric
CERC
(in millions)(in millions)
Changes in net income after adjusting for non-cash itemsChanges in net income after adjusting for non-cash items$(1,869)$(129)$(3)$299 $(234)$
Changes in working capitalChanges in working capital726 98 227 (856)60 (320)
Change in equity in earnings of unconsolidated affiliates1,658 — — 77 — 184 
Change in distributions from unconsolidated affiliates (1)
(148)— — (6)— (176)
Changes in net regulatory assets and liabilities (1)
Changes in equity in earnings of unconsolidated affiliates (2)
Changes in distributions from unconsolidated affiliates (2)
Higher pension contribution23 — — (40)— — 
Lower pension contribution
Lower pension contribution
Lower pension contribution
OtherOther(33)12 39 28 (23)(45)
$357 $(19)$263 $(498)$(197)$(348)
$

(1)This change is partially offset by theThe change in distributions fromnet regulatory assets and liabilities at CenterPoint Energy and CERC is primarily due to securitization of the incurred natural gas costs associated with the February 2021 Winter Storm Event. See Note 7 to the consolidated financial statements for more information on the February 2021 Winter Storm Event.
(2)In September 2021, CenterPoint Energy’s equity investment in Enable in excessmet the held for sale criteria and is reflected as discontinued operations on CenterPoint Energy’s Statements of cumulative earnings in investing activities noted inConsolidated Income. For further information, see Note 4 to the table below.consolidated financial statements.
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Investing Activities. The following items contributed to (increased) decreased net cash used in investing activities:
Year Ended December 31,
2020 compared to 20192019 compared to 2018
CenterPoint EnergyHouston
Electric
CERCCenterPoint EnergyHouston
Electric
CERC
(in millions)
Proceeds from the sale of marketable securities$— $— $— $(398)$— $— 
Proceeds from the sale of assets(5)— — — — 
Purchase of investments— — (6)— — 
Acquisitions, net of cash acquired5,991 — — (5,991)— — 
Net change in capital expenditures (1)
(90)(33)(39)(855)(103)(143)
Net change in notes receivable from unconsolidated affiliates— 962 (123)— (481)228 
Change in distributions from Enable in excess of cumulative earnings38 — — 12 — (47)
Proceeds from divestitures1,215 — 365 — — — 
Other19 — (3)
$7,156 $931 $210 $(7,214)$(584)$35 

(1)The increase in capital expenditures in 2019 primarily resulted from businesses acquired in the Merger.
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Year Ended December 31,
2023 compared to 20222022 compared to 2021
CenterPoint EnergyHouston
 Electric
CERCCenterPoint EnergyHouston
 Electric
CERC
(in millions)
Proceeds from the sale of equity securities$(702)$— $— $(618)$— $— 
Net change in capital expenditures18 157 42 (1,255)(817)(337)
Transaction costs related to the Enable Merger— — — 49 — — 
Cash received related to Enable Merger— — — (5)— — 
Net change in notes receivable from unconsolidated affiliates— (238)(1)— — — 
Proceeds from divestitures(1,931)— (2,075)2,053 — 2,053 
Other10 13 (15)(1)(1)(23)
$(2,605)$(68)$(2,049)$223 $(818)$1,693 

Financing Activities. The following items contributed to (increased) decreased net cash used in financing activities:
Year Ended December 31,Year Ended December 31,
2023 compared to 20222023 compared to 20222022 compared to 2021
CenterPoint EnergyCenterPoint EnergyHouston
 Electric
CERCCenterPoint EnergyHouston
 Electric
CERC
(in millions)(in millions)
Net changes in commercial paper outstanding
Year Ended December 31,
Net changes in long-term debt outstanding, excluding commercial paper
2020 compared to 20192019 compared to 2018
Net changes in long-term debt outstanding, excluding commercial paper
CenterPoint EnergyHouston
Electric
CERCCenterPoint EnergyHouston
Electric
CERC
(in millions)
Net changes in commercial paper outstanding$(2,652)$— $(197)$3,434 $— $855 
Proceeds from issuances of preferred stock, net723 — — (1,740)— — 
Proceeds from issuance of Common Stock, net672 — — (1,844)— — 
Net changes in long-term debt outstanding, excluding commercial paperNet changes in long-term debt outstanding, excluding commercial paper(2,539)(170)(93)(397)274 (599)
Net changes in debt and equity issuance costsNet changes in debt and equity issuance costs12 (4)27 (4)
Net changes in debt and equity issuance costs
Net changes in debt and equity issuance costs
Net changes in short-term borrowingsNet changes in short-term borrowings— — — 39 — 39 
Distributions to ZENS note holders— — — 398 — — 
Decreased (increased) payment of Common Stock dividends185 — — (78)— — 
Increased payment of Preferred Stock dividends(19)— — (107)— — 
Redemption of Series A Preferred Stock
Increased payment of Common Stock dividends
Decreased (increased) payment of Preferred Stock dividends
Payment of obligation for finance lease
Net change in notes payable from affiliated companiesNet change in notes payable from affiliated companies— — — 58 570 
Contribution from parentContribution from parent— (528)88 — 390 (831)
Dividend to parentDividend to parent— (175)40 — (167)240 
Capital contribution to parent associated with the sale of CES— — (286)— — — 
OtherOther(9)(1)(2)
$(3,610)$(858)$(451)$(277)$550 $277 
Other
Other
$

Future Sources and Uses of Cash

The liquidity and capital requirements of the Registrants are affected primarily by results of operations, capital expenditures, debt service requirements, tax payments, working capital needs and various regulatory actions. Capital expenditures are expected to be used for investment in infrastructure for electric and natural gas distribution operations. These capital expenditures are anticipated to maintain reliability and safety, increase resiliency and expand our systems through value-added projects. In addition to dividend payments on CenterPoint Energy’s Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Common Stock, and in addition to interest payments on debt, the Registrants’ principal anticipated cash requirements for 2021 include the following:
CenterPoint EnergyHouston ElectricCERC
(in millions)
Estimated capital expenditures$3,379 $1,721 $986 
Scheduled principal payments on Securitization Bonds211 211 — 
Minimum contributions to pension plans and other post-retirement plans70 
Maturing CenterPoint Energy term loans700 — — 
Maturing CenterPoint Energy and VUHI senior notes555 — — 
Maturing Houston Electric first mortgage bonds102 102 — 
Maturing Houston Electric general mortgage bonds300 300 — 

February 2021 Winter Storm Event. In February 2021, portions of the United States experienced an extreme and unprecedented winter weather event resulting in corresponding electricity generation shortages, including in Texas, and natural gas shortages and increased prices of natural gas in the United States. As a result of this weather event, the governors of Texas, Oklahoma and Louisiana have declared states of either disaster or emergencies in their respective states. Subsequently, President Biden also approved major disaster declarations for all or parts of Texas, Oklahoma and Louisiana.

As a result of the February 2021 Winter Storm Event, from February 12, 2021 to February 22, 2021, management estimates CenterPoint Energy spent approximately an incremental $2.5 billion more on natural gas supplies compared to plan (inclusive
65


of an incremental $2.3 billion more spent by CERC on natural gas supplies compared to plan). These amounts are preliminary estimates through February 23, 2021 and are subject to final settlement. On February 13, 2021, the Railroad Commission authorized each Texas natural gas distribution utility to record in a regulatory asset the extraordinary expenses associated with the February 2021 Winter Storm Event, including, but not limited to, natural gas cost and other costs related to the procurement and transportation of natural gas supply, subject to recovery in future proceedings. CenterPoint Energy’s and CERC’s Natural Gas utilities in their jurisdictions outside of Texas have natural gas cost recovery mechanisms to recover the increased cost of natural gas. While CenterPoint Energy and CERC will seek to recover the increased costs from its customers (although neither full recovery nor the timing of that recovery is certain), in the interim, CenterPoint Energy and CERC will seek additional external financing to pay for such natural gas working capital, which may consist of short and long-term debt, but such external financing may not be available on favorable terms or at all. On February 24, 2021, CERC received financing commitments totaling $1.7 billion on a 364-day term loan facility to bridge this working capital need. CERC will evaluate whether to execute of this facility or other potential financing alternatives. Management believes that these commitments, along with existing sources of liquidity, provide CERC with sufficient capital to address the anticipated settlement of natural gas purchases, including the associated upstream supply charges, at the end of March 2021. Any additional external debt financing and/or partial or delayed recovery may negatively impact CenterPoint Energy’s or CERC’s credit metrics, and may lead to a downgrade of CenterPoint Energy’s or CERC’s credit rating.

Although CenterPoint Energy’s and CERC’s excess costs from the increase in natural gas prices are mitigated by available natural gas recovery mechanisms in their jurisdictions, until such amounts are ultimately recovered from customers, CenterPoint Energy and CERC will continue to incur increased finance-related costs, resulting in a significant use of cash. See Note 22 to the consolidated financial statements for further information.

The Registrants expect that anticipated 20212024 cash needs will be met with borrowings under their credit facilities, proceeds from the issuance of long-term debt, term loans or common stock,proceeds from sales of Common Stock under the Equity Distribution Agreement further described in Note 21 to the consolidated financial statements, anticipated cash flows from operations, and with respect to CenterPoint Energy and CERC, proceeds from commercial paper, with respect to CenterPoint Energy, distributions from Enable until the closing of the Enable Merger expected in the second half of 2021, including any proceeds therefrom, distributions from Energy Transfer or proceeds from dispositions of Energy Transfer common units or Energy Transfer Series G Preferred Units after the closing of the Enable Merger, and, with respect to CERC, proceeds from any potential asset sales, including the potential dispositions of our Natural Gas businesses in Arkansas and Oklahoma, should such dispositions close in 2021.paper. Discretionary financing or refinancing may result in the issuance of equity securities of CenterPoint Energy or debt securities of the Registrants in the capital markets or the arrangement of additional credit facilities or term bank loans. Issuances of equity or debt in the capital markets, funds raised in the commercial paper markets and additional credit facilities may not, however, be available on acceptable terms.

Material Current and Long-term Cash Requirements. The liquidity and capital requirements of the Registrants are affected primarily by results of operations, capital expenditures, debt service requirements, tax payments, working capital needs and various regulatory actions. Capital expenditures are expected to be used for investment in infrastructure for electric and natural gas distribution operations. These capital expenditures are anticipated to maintain reliability and safety, increase resiliency and
61


expand our systems through value-added projects. In addition to dividend payments on CenterPoint Energy’s Common Stock and interest payments on debt, the Registrants’ principal anticipated cash requirements for 2024 include the following:
CenterPoint EnergyHouston ElectricCERC
(in millions)
Estimated capital expenditures$3,669 $1,895 $1,385 
Maturing CenterPoint Energy senior notes850 — — 
Scheduled principal payments on Securitization Bonds178 161 — 
Maturing SIGECO first mortgage bonds22 — — 
Minimum contributions to pension plans and other post-retirement plans17 

The following table sets forth the Registrants’ actual capital expenditures by reportable segment for 2020 and estimates of the Registrants’ capital expenditures currently planned for projects for 20212024 through 2025:2028. See Note 17 to the consolidated financial statements for CenterPoint Energy’s actual capital expenditures by reportable segment for 2023. 
20202021202220232024202520242025202620272028
CenterPoint EnergyCenterPoint Energy(in millions)CenterPoint Energy(in millions)
ElectricElectric$1,281 $1,960 $1,828 $1,996 $1,850 $1,434 
Electric
Electric
Natural GasNatural Gas1,139 1,402 1,291 1,762 1,479 1,593 
Corporate and OtherCorporate and Other95 17 23 34 32 27 
Discontinued Operations (1) (3)
21 — — — — — 
Total Total $2,536 $3,379 $3,142 $3,792 $3,361 $3,054 
Houston Electric (2)
$1,021 $1,721 $1,513 $1,210 $1,093 $1,283 
CERC
Natural Gas$797 $986 $848 $1,250 $944 $1,035 
Discontinued Operations (1)
— — — — — 
TotalTotal$800 $986 $848 $1,250 $944 $1,035 
Total
Houston Electric (1)
CERC (1)

(1)On February 24, 2020, CenterPoint Energy, through its subsidiaryHouston Electric and CERC Corp., entered into the Equity Purchase Agreement to sell the Energy Services Disposal Group, which represents substantially alleach consist of the businesses within the historically reported Energy Servicesa single reportable segment. The transaction closed on June 1, 2020. For further information, see Note 4 to the consolidated financial statements.

(2)Capital Expenditures for Climate-Related Projects Houston Electric consists. As part of a single reportable segment, Houston Electric T&D.

66


(3)On February 3, 2020,its approximately $44.5 billion 10-year capital expenditure plan, which concludes in 2030, CenterPoint Energy through its subsidiary VUSI, entered into the Securities Purchase Agreementanticipates spending over $3 billion in cleaner energy investments and enablement, which may be used to sell the businesses within the Infrastructure Services Disposal Group. The transaction closed on April 9, 2020. For further information, see Notes 4 to the consolidated financial statements.support, among other things, renewable energy generation and electric vehicle expansion.

The following table sets forth estimates ofsummarizes the Registrants’ contractual obligationsmaterial current and long-term cash requirements as of December 31, 2020, including payments due by period:2023.
Contractual ObligationsTotal20212022-20232024-20252026 and thereafter
(in millions)
CenterPoint Energy
Securitization Bonds$747 $211 $375 $161 $— 
Other long-term debt (1)
12,710 1,669 2,885 1,074 7,082 
Interest payments — Securitization Bonds (2)
50 22 24 — 
Interest payments — other long-term debt (2)
5,904 435 778 684 4,007 
Short-term borrowings24 24 — — — 
Operating leases (3)
37 12 10 
Benefit obligations (4)
— — — — — 
Non-trading derivative liabilities30 13 11 
Commodity and other commitments (5)
4,631 725 1,029 947 1,930 
Total contractual cash obligations (6)
$24,133 $3,097 $5,116 $2,880 $13,040 
Houston Electric
Securitization Bonds$747 $211 $375 $161 $— 
Other long-term debt (1)
4,272 402 500 — 3,370 
Interest payments — Securitization Bonds (2)
50 22 24 — 
Interest payments — other long-term debt (2)
2,997 163 303 274 2,257 
Operating leases (3)
— — — 
Benefit obligations (4)
— — — — — 
Total contractual cash obligations (6)
$8,067 $799 $1,202 $439 $5,627 
CERC
Long-term debt$2,428 $— $647 $— $1,781 
Interest payments — long-term debt (1)
1,333 88 169 153 923 
Short-term borrowings24 24 — — — 
Operating leases (3)
24 
Benefit obligations (4)
— — — — — 
Commodity and other commitments (5)
3,122 491 603 481 1,547 
Total contractual cash obligations (6)
$6,931 $607 $1,427 $639 $4,258 
Total20242025-20262027-20282029 and thereafter
(in millions)
CenterPoint Energy
Securitization Bonds (1)
$502 $178 $27 $29 $268 
Other long-term debt (1) (2)
18,282 872 2,311 3,894 11,205 
Interest payments — Securitization Bonds (3)
187 27 32 29 99 
Interest payments — other long-term debt (3)
9,238 835 1,652 1,317 5,434 
Short-term borrowings— — — 
Commodity and other commitments (4)
6,749 993 2,002 982 2,772 
Total cash requirements$34,962 $2,909 $6,024 $6,251 $19,778 
Houston Electric
Securitization Bonds (1)
$161 161 — — — 
Other long-term debt (1)
7,513 — 300 800 6,413 
Interest payments — Securitization Bonds (3)
— — — 
Interest payments — other long-term debt (3)
5,340 306 610 583 3,841 
Total cash requirements$13,018 $471 $910 $1,383 $10,254 
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Total20242025-20262027-20282029 and thereafter
(in millions)
CERC
Long-term debt$4,700 $— $70 $1,740 $2,890 
Interest payments — long-term debt (3)
2,213 240 478 398 1,097 
Short-term borrowings— — — 
Commodity and other commitments (4)
4,245 679 1,083 799 1,684 
Total cash requirements$11,162 $923 $1,631 $2,937 $5,671 

(1)Balances reflect aggregate principal amounts outstanding and do not include unamortized discounts, premiums or issuance costs. See Note 13 to the consolidated financial statements for additional information.
(2)ZENS obligations are included in the 20262029 and thereafter column at their contingent principal amount of $56$18 million as of December 31, 2020.2023. These obligations are exchangeable for cash at any time at the option of the holders for 95% of the current value of the reference shares attributable to each ZENS ($871538 million as of December 31, 2020)2023), as discussed in Note 1211 to the consolidated financial statements.  

(2)(3)The Registrants calculated estimated interest payments for long-term debt as follows: for fixed-rate debt and term debt, the Registrants calculated interest based on the applicable rates and payment dates; for variable-rate debt and/or non-term debt, the Registrants used interest rates in place as of December 31, 2020.2023. The Registrants typically expect to settle such interest payments with cash flows from operations and short-term borrowings.

(3)(4)For a discussion of operating leases, please readcommodity and other commitments, see Note 2115(a) to the consolidated financial statements.

(4)See Note 8(g) toThe table above does not include the consolidated financial statements for information on the Registrants’ expected contributions to pension plans and other postretirement plans in 2021.
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following:

(5)For a discussion of commodity and other commitments, please read Note 16(a) to the consolidated financial statements.

(6)This table does not include estimated future payments for expected future AROs. These payments areAROs primarily estimated to be incurred after 2026. See Note 3(c) to the consolidated financial statements for further information.
expected contributions to pension plans and other postretirement plans in 2024. See Note 8(g) to the consolidated financial statements for further information.
operating leases. See Note 20 to the consolidated financial statements for further information.

Off-Balance Sheet ArrangementsArrangements.

Other than Houston Electric’s first mortgage bonds and general mortgage bonds issued as collateral for tax-exempt long-term debt of CenterPoint Energy (see Note 1413 to the consolidated financial statements) and operatingshort-term leases, the Registrants have no off-balance sheet arrangements.

Regulatory Matters

COVID-19 Regulatory MattersFebruary 2021 Winter Storm Event

Governors, public utility commissions and other authorities inFor information about the states in which we operate have issued a number of different orders relatedFebruary 2021 Winter Storm Event, see Note 7 to the COVID-19 pandemic, including orders addressing customer non-payment and disconnection. While certain jurisdictions are subject to mandatory stay-at-home and similar orders, essential businesses and activities are exempted from these orders, including utility operations and maintenance. Accordingly, CenterPoint Energy’s crews continue to provide essential service by responding to calls, completing work orders and undertaking other critical work. To protect our customers and employees, we have implemented COVID-19 safety precautions. Although the disconnect moratoriums have either expired or may expire during the second quarter of 2021 in certain of the Registrants’ service territories, CenterPoint Energy continues to support those customers who may need payment assistance, arrangements or extensions. We will continue to monitor developments in this area and adjust our response as guidelines and circumstances may require. Additionally, while we have not experienced delays to date due to COVID-19 with respect to our regulatory proceedings, we could experience significant delays in scheduling proceedings or hearings and in obtaining orders from regulatory agencies.consolidated financial statements.

On March 26, 2020,Indiana Electric Securitization of Generation Retirements (CenterPoint Energy)

For further information about the PUCT issued two orders related to COVID-19 issues that affect Houston Electric. First, the PUCT issued an order related to Accrualissuance of Regulatory Assets granting authority for utilities to record as a regulatory asset costs resulting from the effects of COVID-19. In the order, the PUCT noted that it will consider whether a utility’s request for recovery of the regulatory asset is reasonable and necessary in a future proceeding. Second, the PUCT issued an order related to COVID-19 ERP, as modified, which, in light of the disaster declarations issued by the Governor of Texas, authorized a customer assistance program for certain residential customers of electric service in areas of Texas open to customer choice, which includes Houston Electric’s service territory. The order included several requirements for transmission and distribution utilities (including Houston Electric):
Transmission and distribution utilities must file a tariff rider to collect funds to reimburse costs related to unpaid bills from eligible residential customers unemployed dueSIGECO Securitization Bonds, see Note 7 to the impacts of COVID-19. The rider is based on $0.33 per MW hour ($0.00033 per KW hour) to be applied to all customer classes. Houstonconsolidated financial statements.

Indiana Electric filed its updated tariff implementing the rider on March 31, 2020, which was approved by the PUCT on April 2, 2020.CPCN (CenterPoint Energy)

BTAs

Transmission and distribution utilities entered into no-interest loan agreements with ERCOT to provide for an initial fund balance for reimbursement. On April 13, 2020, in connectionFebruary 23, 2021, Indiana Electric filed a CPCN with the PUCT’s COVID-19 ERP, HoustonIURC seeking approval to purchase the Posey solar project. On October 27, 2021, the IURC issued an order approving the CPCN, authorizing Indiana Electric to purchase the Posey solar project through a BTA to acquire its solar array assets for a fixed purchase price and approved recovery of costs via a levelized rate over the anticipated 35-year life. Due to community feedback and rising project costs caused by inflation and supply chain issues affecting the energy industry, Indiana Electric, along with Arevon, the developer, announced plans in January 2022 to downsize the Posey solar project to 191 MW. Indiana Electric collaboratively agreed to the scope change, and on February 1, 2023, Indiana Electric entered into an amended and restated BTA that is contingent on further IURC review and approval. On February 7, 2023, Indiana Electric filed a no-interest loan agreementCPCN with ERCOT pursuantthe IURC to which ERCOT loaned Houston Electric approximately $5 million.

The fund administered by each transmission and distribution utility forapprove the COVID-19 ERP can also receive donations and grants from governmental entities, corporations, and other entities. Any funds received from other sources shall be administered and treated inamended BTA. With the same manner by the transmission and distribution utilities as the funds in the program from the rider.

Transmission and distribution utilities may petition the PUCT for changes to the COVID-19 ERP, including the levelpassage of the rider in the event that the funds collected are not sufficient to cover reimbursements.

REPs will identify eligible customers to the relevant transmission and distribution utilities, and the transmission and distribution utilities will cease charging REPs for associated delivery charges, except securitization related charges.IRA,
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REPsIndiana Electric can now pursue PTCs for solar projects. Indiana Electric requested that project costs, net of PTCs, be recovered in rate base rather than a levelized rate, through base rates or the CECA mechanism, depending on which provides more timely recovery. On September 6, 2023 the IURC issued an order approving the CPCN. The Posey solar project is expected to be placed in service in 2025 and recovered through base rates.
On July 5, 2022, Indiana Electric entered into a BTA to acquire a 130 MW solar array in Pike County, Indiana through a special purpose entity for a capped purchase price. A CPCN for the project was filed with the IURC on July 29, 2022. On September 21, 2022, an agreement in principle was reached resolving all the issues between Indiana Electric and OUCC. The Stipulation and Settlement agreement was filed on October 6, 2022 and a settlement hearing was held on November 1, 2022. On January 11, 2023, the IURC issued an order approving the settlement agreement authorizing Indiana Electric to purchase and acquire the Pike County solar project through a BTA and approved the estimated cost. The IURC also designated the project as a clean energy project under Ind. Code Ch. 8-1-8.8, approved the proposed levelized rate and associated ratemaking and accounting treatment. Due to inflationary pressures, the developer disclosed that costs have exceeded the agreed upon levels in the BTA. Once pricing is updated and parties determine whether to continue with the project, Indiana Electric may have to refile for approval of the project with the IURC, which could delay the in-service date from 2025 to 2026. If Indiana Electric is not able to reach a mutually acceptable solution with the developers of the Pike County Solar project, Indiana Electric may seek to terminate the project.

On January 10, 2023, Indiana Electric filed a CPCN with the IURC to acquire a wind energy generating facility with installed capacity of 200 MWs through a BTA, consistent with its 2019/2020 IRP that calls for up to 300 MWs of wind generation. The wind project is located in MISO’s Central Region. Indiana Electric has approval to recover the costs of the wind facility via the CECA mechanism, which is expected to be placed in service by the end of 2026. On June 6, 2023 the IURC issued an order approving the CPCN, and thereby authorizing Indiana Electric to purchase the wind generating facility. However, as of the date of this Form 10-K, Indiana Electric has not entered into any definitive agreement relating to this wind energy generating facility, and it is not certain that a definitive agreement will cease submitting disconnection for non-payment orders to transmission and distribution utilities for eligible customers.be entered into at all.

PPAs

Indiana Electric also sought approval in February 2021 for a 100 MW solar PPA with Clenera LLC in Warrick County, Indiana. The request accounted for increased cost of debt related to this PPA, which provides equivalent equity return to offset imputed debt during the 25 year life of the PPA. In October 2021, the IURC approved the Warrick County solar PPA but denied the request to preemptively offset imputed debt in the PPA cost. Due to rising project costs caused by inflation and supply chain issues affecting the energy industry, Clenera LLC and Indiana Electric were compelled to renegotiate terms of the agreement to increase the PPA price.The funds collectedOn January 17, 2023, Indiana Electric filed a request with the IURC to amend the previously approved PPA with certain modifications. Revised purchase power costs are requested to be recovered through the rider willfuel adjustment clause proceedings over the term of the amended PPA. On May 30, 2023, the IURC approved the Warrick County solar amended PPA; however, due to MISO interconnection study delays, the developer disclosed the project in-service date could be useddelayed from 2025 to reimburse the following entities and costs: REPs’ energy charges related to eligible residential customers with an unpaid, past due electric bill subject to a disconnection for non-payment notice (reimbursement amounts are based on an average energy cost of $0.04 per KW hour); transmission and distribution utilities’ delivery charges related to eligible residential customers with an unpaid, past due electric bill subject to a disconnection for non-payment notice; the third-party administrator to cover its reasonable costs of administering the COVID-19 ERP eligibility process; and ERCOT for the loan to the transmission and distribution utilities.2026.

On August 25, 2021, Indiana Electric filed with the IURC seeking approval to purchase 185 MW of solar power, under a 15-year PPA, from REPs will submit one spreadsheetOriden, which is developing a solar project in Vermillion County, Indiana, and 150 MW of solar power, under a 20-year PPA, from Origis, which is developing a solar project in Knox County, Indiana. On May 4, 2022, the IURC issued an order approving Indiana Electric to enter into both PPAs. In March 2022, when the results of the MISO interconnection study were completed, Origis advised Indiana Electric that the costs to construct the solar project in Knox County, Indiana had increased. The increase was largely driven by escalating commodity and supply chain costs impacting manufacturers worldwide. In August 2022, Indiana Electric and Origis entered into an amended PPA, which reiterated the terms contained in the 2021 PPA with reimbursement claimscertain modifications. On February 22, 2023 the IURC approved the Knox County solar amended PPA; however, due to transmission and distribution utilities beginning on AprilMISO interconnection delays, the project in-service date could be delayed from 2024 to 2025. On January 17, 2023, Indiana Electric filed a request with the IURC to amend the previously approved PPA with Oriden with certain modifications. Revised purchase power costs were approved to be recovered through the fuel adjustment clause proceedings over the term of the amended PPA with Oriden. On May 30, 2020 and all subsequent requests that may2023, the IURC approved the Vermillion County solar amended PPA; however, due to MISO interconnection study delays, the developer disclosed the project in-service date could be made on the 15th of each month, and transmission and distribution utilities will process reimbursement payments within 14 days.delayed from 2025 to 2026.

Transmission and distribution utilities will prepare reports and file them at the PUCT every 30 days showing aggregate amounts of reimbursements to the transmission and distribution utilities and REPs.
The PUCT issued an order on August 27, 2020 to conclude the COVID-19 ERP. The PUCT determined that enrollment in the COVID-19 ERP would end on August 31, 2020, and benefits under the program ended on September 30, 2020. Final claims for reimbursement were required to be submitted to transmission and distribution utilities by November 30, 2020. Final program reports were required to be submitted to the PUCT by January 15, 2021. The transmission and distribution utilities riders remained in place and reimbursements continued after the end of the COVID-19 ERP to complete any remaining COVID-19 ERP cost recovery and disburse all reimbursement amounts or remaining balances.

Commissions in all of Indiana Electric’s and CenterPoint Energy’s and CERC’s Natural Gas service territories have either (1) issued orders to record a regulatory asset for incremental bad debt expenses related to COVID-19, including costs associated with the suspension of disconnections and payment plans or (2) provided authority to recover bad debt expense through an existing tracking mechanism.

In some of the states in which the Registrants operate, public utility commissions have authorized utilities to employ deferred accounting authority for certain COVID-19 related costs which ensure the safety and health of customers, employees, and contractors, that would not have been incurred in the normal course of business. CERC’s Natural Gas service territories in Minnesota and Arkansas will include any offsetting savings in the deferral. Other jurisdictions where the Registrants operate may require them to offset the deferral with savings as well.

Houston Electric Base Rate Case (CenterPoint Energy and Houston Electric)Combustion Turbines

On April 5, 2019, and subsequently adjusted in errata filings in May and June 2019, Houston Electric filed its base rate application with the PUCT and the cities in its service area to change its rates, seeking approval for revenue increases of approximately $194 million, among other requests. On January 23, 2020, Houston17, 2021, Indiana Electric filed a Stipulation and Settlement AgreementCPCN with the PUCT that provides forIURC seeking approval to construct two natural gas combustion turbines to replace portions of its existing coal-fired generation fleet. On June 28, 2022, the following, among other things:

an overall revenue requirement increase of approximately $13 million;
an ROE of 9.4%;
a capital structure of 57.5% debt/42.5% equity;
a refund of unprotected EDIT of $105 million plus carrying costs over approximately 30-36 months; and
recovery of all retail transmission related costs through the TCRF.

Also, Houston Electric is not required to make a one-time refund of capital recovery from its TCOS and DCRF mechanisms. Future TCOS filings will take into account both ADFIT and EDIT until the final order from Houston Electric’s next base rate proceeding. No rate base items are required to be written off; however, approximately $12 million in rate case expenses were written off in 2019. A base rate application must be filed for Houston Electric no later than four years from the date of the PUCT’s final order in the proceeding. Additionally, Houston Electric will not file a DCRF in 2020, nor will a subsequent separate proceeding with the PUCT be instituted regarding EDIT on Houston Electric’s securitized assets. Furthermore, under the terms of the Stipulation and Settlement Agreement, Houston Electric agreed to adopt certain ring-fencing measures to increase its financial separateness from CenterPoint Energy but left the determination of whether to impose a dividend restriction up to the PUCT. The PUCTIURC approved the Stipulation and Settlement Agreement at its February 14, 2020CPCN. The
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open meetingestimated $334 million turbine facility is being constructed at the previous site of the A.B. Brown power plant in Posey County, Indiana and issuedwill provide a final ordercombined output of 460 MW. Indiana Electric received approval for depreciation expense and post in-service carrying costs to be deferred in a regulatory asset until the date Indiana Electric’s base rates include a return on Marchand recovery of depreciation expense on the facility. A new approximately 23.5 mile pipeline will be constructed and operated by Texas Gas Transmission, LLC to supply natural gas to the turbine facility. FERC granted a certificate to construct the pipeline on October 20, 2022. The period to challenge FERC’s certificate in a federal district court expired on February 20, 2023. Indiana Electric granted its contractor a full notice to proceed to construct the turbines on December 9, 2020.2022. The PUCT declinedfacility is targeted to impose a dividend restrictionbe operational by mid year 2025. Recovery of the proposed natural gas combustion turbines and regulatory asset is included in the final order. The rates were implementedforecasted test year in the Indiana Electric rate case, which was filed with the IURC on April 23, 2020.December 5, 2023.

CenterPoint EnergyFor more information regarding uncertainties related to our solar projects, see Item 1A of Part I of this combined Form 10-K and Houston Electric record pre-tax expense for (i) probable disallowances of capital investments and (ii) customer refund obligations and costs deferred in regulatory assets when recovery of such amounts is no longer considered probable.“ —Solar Panel Issues” below.

Bailey to Jones Creek Project (CenterPoint Energy and Houston Electric)Culley Unit 3 Operations

In April 2017, HoustonJune 2022, F.B. Culley Unit 3, an Indiana Electric submitted a proposalcoal-fired electric generation unit with an installed generating capacity of 270 MW, experienced an operating issue relating to ERCOT requesting its endorsement ofboiler feed pump turbine. The unit returned to service in March 2023. In testimony filed September 13, 2023, the Freeport Area Master Plan,OUCC and an intervenor that represents industrial customers filed testimony with the IURC alleging that Indiana Electric did not act prudently which included the Bailey to Jones Creek Project. On November 21, 2019, the PUCT issued its final approval of Houston Electric’s certificate of convenience and necessity application, based on an unopposed settlement agreement under which Houston Electric would construct the project at an estimated cost of approximately $483 million. The actual capital costs of the project will depend on land acquisition costs, construction costs, minor changesled to the routing of the lineunplanned outage and recommended disallowances between $21 million to mitigate environmental and other land use impacts, structure design to address soil and coastal wind conditions, and other factors. In April 2020, a federal court vacated the Army Corps of Engineers Nationwide Permit 12, which Houston Electric intended to use for the project. As a result, Houston$27 million. On October 23, 2023, Indiana Electric filed its individual permit applicationrebuttal testimony with the Army Corps of Engineers in accordance withIURC and an evidentiary hearing was held on November 2, 2023. Indiana Electric expects a decision from the federal court decision. However, subsequent to filing the individual permit application, the federal court stayed the effectiveness of its order as it applied to the construction of transmission lines such as the Bailey to Jones Creek Project. In July 2020, the stay was extended by the U.S. Supreme Court to apply to a broader range of infrastructure projects and is expected to last through the full appellate process. As a result, the Army Corps of Engineers proceeded with project review under the general Nationwide Permit 12 permit and authorized constructionIURC in the impacted areas in November 2020. Houston Electric commenced pre-construction activities on the project in 2019, began construction in 2021 and anticipates completing construction and energizing the line before the endfirst half of 2021.2024.

Space City Solar Transmission Interconnection Project (CenterPoint Energy and Houston Electric)

On December 17, 2020, Houston Electric filed a certificate of convenience and necessity applicationCPCN with the PUCT for approval to build a 345 kV transmission line in Wharton County, Texas connecting the Hillje substation on Houston Electric’s transmission system to the planned 610 MW Space City Solar Generation facility being developed by third-party developer EDF Renewables. Depending on the route ultimately approved byIn November 2021, the PUCT approved a route that was estimated to cost $25 million and issued a final order on January 12, 2022. There have been project delays due to supply chain constraints in the estimated capital costdeveloper acquiring solar panels. Houston Electric substantially completed construction in the fall of 2023, and the transmission line project ranges from approximately $23 millionis expected to $71 million.be energized shortly after the generation facility is complete, which is anticipated to occur in the first quarter of 2025.

Kilgore Transmission Project (CenterPoint Energy and Houston Electric)

On August 30, 2023, Houston Electric filed a CCN application with the PUCT for approval to build a 138 kV double circuit transmission line in Chambers County, Texas that will loop the existing 138 kV Chevron to Langston circuit number 86 on Houston Electric’s transmission system to Houston Electric’s planned Kilgore substation. The actual capital costs of the project, including the transmission line and the planned Kilgore substation, will depend on actual land acquisition costs, construction costs, and other factors and have been estimated to be $60 million to $99 million. A decision on the approval of the project in addition to route selection. In January 2021,the PUCT proceeding is expected in the first quarter of 2024.

Mill CreekTransmission Project (CenterPoint Energy and Houston Electric)

On November 17, 2023, Houston Electric executedfiled a Standard Generation Interconnection AgreementCCN application with the PUCT for approval to build a 138 kV double circuit transmission line in Harris and Montgomery Counties, Texas that will connect Houston Electric’s transmission system to Houston Electric’s planned Mill Creek substation. The actual capital costs of the Space City Solar Generation facility with EDF Renewables, which also provided security forproject, including the transmission line and the planned Kilgore substation, will depend on actual land acquisition costs, construction costs, and other factors and have been estimated to be $61 million to $90 million. A decision on the approval of the project in the formPUCT proceeding is expected in the second or third quarter of 2024.

Texas Legislation (CenterPoint Energy, Houston Electric and CERC)

Houston Electric and CERC are reviewing legislation passed in 2023 and associated PUCT rulemaking projects, including the following pieces of legislation that became law during the 88th Texas Legislature, including:

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House Bill 1500 is effective September 1, 2023 and continues the functions of the PUCT, the Office of Public Utility Counsel, and ERCOT through 2029. This bill also includes an amendment that clarifies the use cases under which TDUs may lease and operate temporary generation during “significant” power outages;
House Bill 2263 is effective June 12, 2023 and authorizes local distribution companies to offer programs to promote energy conservation and to recover costs prudently incurred to implement such programs under Railroad Commission authority;
House Bill 2555 is effective June 13, 2023 and allows an electric utility to create a $23 million Letter of Credit,transmission and distribution system resiliency plan with the amount of whichPUCT and associated cost recovery to enhance its system through hardening, undergrounding certain lines, flood mitigation measures, and vegetation management. On January 18, 2024 the PUCT issued an Order adopting its Resiliency Plan Rule (16 TAC 25.62);
Senate Bill 947 is subjecteffective September 1, 2023 and creates severe criminal offenses for intentional damage to change dependingcritical infrastructure facilities that create extended power outages;
Senate Bill 1015 is effective June 18, 2023 and allows utilities to file the DCRF twice a year, on any day the route approved. The PUCT is requiredopen (at least 185 days after filing a full base rate proceeding) and setting an administrative approval timeline of 60 days;
Senate Bill 1016 is effective May 5, 2023 and requires the PUCT to issue its final approvalpresume that all employee compensation and benefits are reasonable and necessary when establishing a utility’s rates if based upon market compensation studies issued within the last three years; it includes exceptions for utility officer incentives that are based on financial metrics. Certain incentive compensation that is in-line with market studies will be presumed reasonable and recoverable; and
Senate Bill 1076 is effective June 2, 2023 and moves the timeline for the PUCT to approve CCN for transmission line project no laterprojects to 180 days after the date of filing, rather than December 2021. Subject to PUCT approval, Houston Electric expects to complete construction and energizationthe first anniversary of the transmission line by June 2022.day it was filed.

Minnesota Base Rate CaseLegislation (CenterPoint Energy and CERC)

On October 28, 2019, CERC filedThe Natural Gas Innovation Act was passed by the Minnesota legislature in June 2021 with bipartisan support. This law establishes a general rate caseregulatory framework to enable the state’s investor-owned natural gas utilities to provide customers with access to renewable energy resources and innovative technologies, with the MPUC seekinggoal of reducing GHG emissions and advancing the state’s clean energy future. The maximum allowable cost for an innovation plan will start at 1.75% of the utility's revenue in the state and could increase to 4% by 2033, subject to review and approval for a revenue increase of approximately $62 million with a projected test year ended December 31, 2020. The revenue increase is based upon a requested ROE of 10.15% and an overall after-tax rate of return of 7.41% on a total rate base of approximately $1,307 million. CERC implemented interim rates reflecting $53 million for gas used on and after January 1, 2020. In September 2020, a settlement that addressed all issues except the Inclusive Financing/Tariffed On Bill Financing (TOB) proposal by the City of Minneapolis was signedMPUC. Specifically, the Natural Gas Innovation Act allows a natural gas utility to submit an innovation plan for approval by a majority of all parties and was filed with the Office of Administrative Hearings. A stipulation between the City of Minneapolis and CERC addressing the TOB proposal was filed on September 2, 2020. The settlement reflects a $38.5 million increase and was based on an overall after-tax rate of return of 6.86% and does not specify individual cost of capital components. On January 14, 2021, the MPUC verbally approvedwhich could propose the $38.5 million increaseuse of renewable energy resources and decided not to include the TOB proposal in the current case, but recommended a new docket be established to gather further information and stakeholder input. A written final order is expected in March 2021.innovative technologies such as:

Indiana North Base Rate Caserenewable natural gas (produces energy from organic materials such as wastewater, agricultural manure, food waste, agricultural or forest waste);
renewable hydrogen gas (produces energy from water through electrolysis with renewable electricity such as solar);
energy efficiency measures (avoids energy consumption in excess of the utility’s existing conservation programs); and
innovative technologies (reduces or avoids greenhouse gas emissions using technologies such as carbon capture).

On June 28, 2023, CERC submitted its first innovation plan to the MPUC; the five-year plan includes 18 pilot projects and seven smaller research-and-development projects. These projects will deploy and evaluate a broad array of innovative resources including made-in-Minnesota alternative gases such as renewable natural gas and green hydrogen as well as pioneering technologies such as a networked geothermal district energy system and end-use carbon capture. The proposed plan requires approval from the MPUC through a review process that is expected to take about one year. The MPUC requested comments by September 15, 2023 if parties believe that the filing is incomplete based on the reporting requirements or if parties do not believe that that the MPUC’s standard informal proceeding process is appropriate. No parties filed comments regarding completeness or raising concerns that the MPUC’s standard informal procedural process is inappropriate. The initial comment period closed January 15, 2024, reply comments are due March 15, 2024 and supplemental comments are due May 15, 2024; CERC anticipates the MPUC will hear this matter after the final comments are received.

Solar Panel Issues (CenterPoint Energy)

CenterPoint Energy’s current and future solar projects have been impacted by delays and/or increased costs. The potential delays and inflationary cost pressures communicated from the developers of our solar projects have been primarily due to (i) unavailability of solar panels and other uncertainties related to a DOC investigation on anti-dumping and countervailing duties petition filed by a domestic solar manufacturer, (ii) the December 2021 Uyghur Forced Labor Prevention Act on solar modules and other products manufactured in China's Xinjiang Uyghur Autonomous Region and (iii) persistent general global supply chain and labor availability issues. On December 2, 2022, the DOC issued its preliminary determination, finding four of the eight companies being investigated are attempting to bypass U.S. duties. On August 18, 2023, the DOC announced its final determination and found that five of the eight companies investigated are attempting to bypass U.S. duties by doing minor
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processing in one of the Southeast Asian countries before shipment to the United States. Pursuant to President Biden’s executive order issued in June 2022, duties will not be collected on any solar module and cell imports from these Southeast Asian countries until June 2024, as long as the imports are consumed in the U.S. market within six months of the termination of the executive order. The executive order could be subject to legal challenges and its effects remain uncertain. The resolution of these issues will determine what additional costs or delays our solar projects will be subject to. These impacts have resulted in cost increases for certain projects, and may result in cost increases in other projects, and such impacts have resulted in, or are expected to result in, the need for us to seek additional regulatory review and approvals. Additionally, significant changes to project costs and schedules as a result of these factors could impact the viability of the projects. For more information regarding potential delays, cancellations and supply chain disruptions, see “Item 1A. Risk Factors— Risk Factors Affecting Operations — Electric Generation, Transmission and Distribution — Increases in the cost or...” in this report.

TDSIC 2.0 (CenterPoint Energy)

On December 18, 2020,May 24, 2023, Indiana NorthElectric filed its base rate casepetition and case-in-chief with the IURC seekingrequesting, among other things, approval of its five-year plan for a revenue increase of approximately $21 million. This ratetransmission, distribution, and storage improvements pursuant to Ind. Code ch. 8-1-39 (TDSIC Plan). Intervenors filed their case filing is required under Indiana TDSIC statutory requirements before the completion of Indiana North’s capital expenditure program, approved in 2014 for investments starting in 2014 through 2020. The revenue increase is based upon a requested ROE of 10.15%chief on August 16, 2023 and an overall after-tax rate of return of 6.32% on total rate base of
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approximately $1,611 million. Indiana North has utilized a projected test year, reflecting its 2021 budget as the basis for the revenue increase requested, and proposes to implement rates in two phases. The first phase of rate implementation will occur as of the date of an order in this proceeding, expected in October 2021, and the second phase of rate implementation will occur at the completion of the test year, as of December 31, 2021. Under Indiana statutory requirements, the IURC has a minimum of 300 days and maximum of 360 days from the date of the filing of Indiana North’s case-in-chief to issue an order.

Indiana South Base Rate Case (CenterPoint Energy)

On October 30, 2020, and as subsequently amended, Indiana South filed its base rate case with the IURC seeking approval for a revenue increase of approximately $29 million. This rate case filing is required under Indiana TDSIC statutory requirements before the completion of Indiana South’s capital expenditure program, approved in 2014 for investments starting in 2014 through 2020. The revenue increase is based upon a requested ROE of 10.15% and an overall after-tax rate of return of 5.99% on total rate base of approximately $469 million. Indiana South has utilized a projected test year, reflecting its 2021 budget as the basis for the revenue increase requested, and proposes to implement rates in two phases. The first phase of rate implementation will occur as of the date of an order in this proceeding, expected in September 2021, and the second phase of rate implementation will occur at the completion of the test year, as of December 31, 2021. Under Indiana statutory requirements, the IURC has a minimum 300 days and maximum of 360 days from the date of the filing of Indiana South’s case-in-chief to issue an order. Intervenor testimony was filed with the IURC on February 19, 2021. Indiana South’s rebuttal testimony is due to be filed with the IURC by March 19, 2021.

Indiana Electric Generation Project (CenterPoint Energy)

Indiana Electric must either (i) make substantial investments in its existing generation resources to comply with environmental regulations or (ii) replace its existing generation with new resources. Indiana requires each electric utility to perform and submit an IRP every three years (unless extended) to the IURC that uses economic modeling to consider the costs and risks associated with available resource options to provide reliable electric service for the next 20-year period. On February 20, 2018, Indiana Electric filed a petition seeking authorization from the IURC to construct a new 700-850 MW natural gas combined cycle generating facility to replace the baseload capacity of its existing generation fleet at an approximate cost of $900 million, which included the cost of a new natural gas pipeline to serve the plant.

As a part of this same proceeding, Indiana Electric also sought recovery under Indiana Senate Bill 251 of costs to be incurred for environmental investments to be made at its F.B. Culley generating plant to comply with ELGrebuttal on August 29, 2023. A hearing was held on September 13, 2023 and CCR rules. The F.B. Culley investments, estimated to be approximately $95 million, began in 2019 and will allow the F.B. Culley Unit 3 generating facility to comply with environmental requirements and continue to provide generating capacity to Indiana Electric’s customers. Under Indiana Senate Bill 251, Indiana Electric sought authority to recover 80% of the approved costs, including a return, using a tracking mechanism, with the remaining 20% of the costs deferred for recovery in Indiana Electric’s next base rate proceeding.

On April 24, 2019, the IURC issued an order approving the environmentalTDSIC Plan was issued on December 27, 2023. The approved five-year TDSIC Plan, covering the period January 1, 2024 through December 31, 2028, consists of approximately $454 million in proposed investments proposed for the F.B. Culley generating facility, along with recovery of prior pollution control investments made in 2014. The order denied the proposed gas combined cycle generating facility. Indiana Electric has conducted a new IRP, which was submitted to the IURC in June 2020, to identify an appropriate generation resource portfolio that includes theacross seven different programs: (1) Distribution 12kV Circuit Rebuild, (2) Distribution Underground Rebuild, (3) Distribution Automation, (4) Wood pole replacement, of 730 MW of coal-fired generation facilities with a significant buildout of renewables supported by dispatchable natural gas combustion turbines.(5) Transmission Line Rebuild, (6) Substation Rebuild, and (7) Substation Physical Security.

Indiana Electric A.B. Brown Ash Pond Remediation (CenterPoint Energy)

On August 14, 2019, Indiana Electric filed a petition with the IURC, seeking approval, as a federally mandated project, for the recovery of costs associated with the clean closure of the A.B. Brown ash pond pursuant to Indiana Senate Bill 251. This project, expected to last approximately 14 years, would result in the full excavation and recycling of the ponded ash through agreements with a beneficial reuse entity, totaling approximately $160 million. Under Indiana Senate Bill 251, Indiana Electric seeks authority to recover via a tracking mechanism 80% of the approved costs, with a return on eligible capital investments needed to allow for the extraction of the ponded ash, with the remaining 20% of the costs deferred for recovery in Indiana Electric’s next base rate proceeding. On December 19, 2019 and subsequently on January 10, 2020, Indiana Electric filed a settlement agreement with the intervening parties whereby the costs would be recovered as requested, with an additional commitment by Indiana Electric to offset the federally mandated costs by at least $25 million, representing a combination of total cash proceeds received from the ash reuser and total insurance proceeds to be received from Indiana Electric’s insurers under confidential settlement agreements of litigation filed against the insurers. On May 13, 2020, the IURC approved the
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settlement agreement in full. On October 28, 2020, the IURC approved Indiana Electric’s ECA proceeding, which included the initiation of recovery of the federally mandated project costs.

Rate Change Applications

The Registrants are routinely involved in rate change applications before state regulatory authorities. Those applications include general rate cases, where the entire cost of service of the utility is assessed and reset. In addition, Houston Electric isRegistrants are periodically involved in proceedings to adjust its capital tracking mechanisms (TCOS(e.g., CSIA, DCRF, DRR, GRIP, TCOS, ECA, CECA and DCRF) and annually files to adjust its EECRF. CERC is periodically involved in proceedings to adjust its capital tracking mechanisms in Texas (GRIP)TDSIC), its cost of service adjustments in Arkansas, Louisiana, Mississippi(e.g., RSP and Oklahoma (FRP, RSP, RRA and PBRC, respectively)RRA), its decoupling mechanism in Minnesota,(e.g., Decoupling and its energy efficiency cost trackers in Arkansas, Minnesota, Mississippi and Oklahoma (EECR, CIP, EECR and EECR, respectively). CenterPoint Energy is periodically involved in proceedings to adjust its capital tracking mechanisms in Indiana (CSIA for gas and TDSIC for electric) and Ohio (DRR), its decoupling mechanism in Indiana (SRC for gas)SRC), and its energy efficiency cost trackers (e.g., CIP, DSMA, EECR, EECRF, EEFC and EEFR).

Houston Electric Rate Case.Texas law mandates that electric utilities file a base rate proceeding no later than every four years from the date of their last base rate proceeding final order. Houston Electric’s most recent base rate proceeding order was approved by the PUCT on March 9, 2020, in Docket No. 49421. Therefore, Houston Electric is required to file its next base rate proceeding no later than March 9, 2024.

Texas Gas Rate Case. On October 30, 2023 CERC filed an application with the Railroad Commission and municipal regulatory authorities to set new natural gas base rates that would be applied consistently across the approximately 1.9 million customers. The requested increase is approximately 3.1% or $37 million based on an historical test year ending June 30, 2023. The need for a rate change is primarily driven by the continuing investment in the safety and reliability of the natural gas system, including new Intelis natural gas meters that feature an integrated safety shutoff valve, changes to depreciation rates that better reflect the actual life and salvage characteristics of assets, and changes in other costs to serve customers. The request reflects a proposed 10.50% ROE on a 60.61% equity ratio. Intervenor testimony is due in early March 2024, followed by staff testimony. Rebuttal testimony is due in late March 2024 and a hearing on the merits is scheduled for mid-April 2024. A final order is expected in Q2 2024.

Minnesota Rate Case. On November 1, 2023, CERC filed an application with the MPUC requesting an adjustment to delivery charges in 2024 and 2025 for the natural gas business in Minnesota. The requested increase is approximately 6.5% or $85 million for 2024 and an additional approximately 3.7% or $52 million for 2025. The need for a rate change is primarily driven by the continuing investment in the safety and reliability of the natural gas system, including new Intelis natural gas meters that feature an integrated safety shutoff valve, changes to depreciation rates that better reflect the actual life and salvage characteristics of assets, and changes in other costs to serve customers. The request reflects a proposed 10.3% ROE on a 52.5% equity ratio. Interim rates of $69 million were implemented as of January 1, 2024. A decision on 2025 interim rates was delayed until the fourth quarter of 2024. The anticipated decision date of the rate case is July 1, 2025.

Indiana (EEFCElectric Rate Case. On December 5, 2023, Indiana Electric filed a petition with the IURC for gasauthority to modify its rates and DSMAcharges for electric)electric utility service through a phase-in of rates. The requested increase is approximately 16% or $119 million based on a forward looking 2025 test year. The need for a rate increase is primarily driven by the continuing investment that is being made to ensure the safety and Ohio (EEFR).reliability of the system and normal increases in operating expenses. The rate case
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reflects a proposed 10.4% ROE on a 55% equity ratio. A hearing is scheduled for late-April through mid-May 2024. A final order is expected in the fourth quarter of 2024.

The table below reflects significant applications pending or completed since the Registrants’ combined 20192022 Form 10-K was filed with the SEC.SEC through February 20, 2024.
Mechanism
Annual Increase (Decrease) (1)
(in millions)
Filing
Date
Effective DateApproval DateAdditional Information
CenterPoint Energy and Houston Electric (PUCT)
DCRF (1)
86December 2023TBDTBDBased on the net change in distribution invested capital since its last base rate proceeding of approximately $2.5 billion for the period January 1, 2019 through September 30, 2023 for a revenue increase of $86 million, adjusted for load growth. This is the second DCRF filing made in 2023; filing two DCRFs in a year was authorized in 2023 legislative session. A request for interim rates to be implemented on February 12, 2024 was also made on December 14, 2023; the interim rate request was denied on January 9, 2024. On December 28, 2023, an intervenor requested a good cause extension, on January 5, 2024, certain parties supported it, and it was granted on January 9, 2024. On January 24, 2024, certain intervenors requested an evidentiary hearing, and the request was denied on January 25, 2024. On February 5, 2024, Houston Electric notified the ALJ that the parties have reached an agreement in principle on all issues in this proceeding, and filed an agreed expedited motion for interim rates. On February 6, 2024, the PUCT ALJ issued an order denying to abate the proceeding and retaining the procedural schedule already established. On February 7, 2024, Houston Electric on behalf of itself and all parties responded to the February 6, 2024 order to clarify that the abatement request was not intended to alter the statutory timeframe for a decision. On February 9, 2024, the PUCT ALJ issued an order setting filing deadlines and requesting briefing on interim rates. On February 13, 2024, interim rates designed to collect $220 million ($73 million incremental) were approved, to be effective April 2024.
TCOS44August 2023October 2023October 2023Based on net change in invested capital of $405 million for the period February 1, 2023 through June 30, 2023. Notice of Approval issued October 6, 2023.
EECRF(1)
16$11June
20202023
March 2024March
2021
November 2023October 2020The requested amount$53 million is comprised primarily of the following: 2021 Program and Evaluation, Measurement and Verification2024 program costs of $39$38 million; a credit of $2 million 2019 over recoveryrelated to the over-recovery of ($1) million and 20192022 program costs; the 2022 earned bonus of $12$16 million; and 2024 projected evaluation, measurement and verification costs of $1 million. AAn order approving performance bonus and rates was issued November 3, 2023.
DCRF
70April
2023
September 2023September 2023The net change in distribution invested capital since its last base rate proceeding of approximately $1.9 billion for the period January 1, 2019 through December 31, 2022 for a revenue increase of $85 million, adjusted for load growth. On July 14, 2023 a settlement was approvedfiled that results in October 2020 consistinga revenue increase of 2021 Program and Evaluation, Measurement and Verification costs of $39$70 million 2019 over recovery of ($1) million, 2019 earned bonus of $11 million and a black box reduction toadjusted for load growth. Order approving the rates included in the settlement was issued September 14, 2023.
TEEEF (1)
114April
2023
December 2023February 2024A total Rider TEEEF revenue requirement of ($1)$188 million for cost incurred through December 31, 2022. The revenue change between the rates resulting from the 2022 TEEEF and this application is $149 million.
Rate Case13April
2019
April
2020
March 2020
See discussion above under Houston Electric Base Rate Case.
Interim rates effective September 1, 2023. Settlement in principle announced and motion to abate filed October 12, 2023 and updated interim rates were effective December 15, 2023. The settlement incorporates an 8 1/2 year amortization period. The PUCT approved the settlement in its order that was issued February 1, 2024.
TCOS1740March 20202023May
20202023
May
20202023
Based on net change in invested capital of $204 million.$367 million for the period August 1, 2022 through January 31, 2023.
DCRF and TEEEFTCOS11716April
 2022
JulyApril
20202023
September 2020April 2023Original filing included both capital that has traditionally been recovered under DCRF and TEEEF capital; the filing was separated into traditional DCRF and TEEEF in June 2022. The traditional DCRF portion revenue requirement of $78 million was approved and was implemented September 2020Based1, 2022. A final order was issued on netApril 5, 2023 approving a TEEEF revenue requirement of $39 million with rates effective April 15, 2023. On April 28, 2023 and May 1, 2023 certain intervenors filed motions for rehearing of the PUCT’s April 5, 2023 order. On May 25, 2023 the PUCT issued its order on rehearing which clarified some of the findings, but did not change the approval of TEEEF cost recovery. On June 19, 2023 certain intervenors filed motions for rehearing of the May 25, 2023 order on rehearing. The PUCT denied the motions for rehearing in invested capital of $140 million.an order issued on August 3, 2023. See Note 7 to the consolidated financial statements for further information.
CenterPoint Energy and CERC - Beaumont/East Texas, (Railroad Commission)
Rate Case4November
2019
November 2020June
2020
Unanimous settlement agreement approved by the Railroad Commission in June 2020 provides for a $4 million annual increase in current revenues, a refund for an Unprotected EDIT Rider amortized over three years of which $2 million is refunded in the first year and establishes a 9.65% ROE and a 56.95% equity ratio for future GRIP filings for the Beaumont/East Texas jurisdiction. New rates were effective with October 2020 usage and began to be reflected on customers’ bills in November 2020.
CenterPoint Energy and CERC - South Texas, Houston and Texas Coast (Railroad Commission)
GRIP1860March
2020
2023
June
20202023
June
20202023
Based on net change in invested capital for calendar year 2022 of $143$390 million.
CenterPoint Energy and CERC - Arkansas (APSC)Rate Case (1)
37October 2023TBDTBD
See discussion above under Texas Gas Rate Case.
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FRPMechanism
Annual Increase (Decrease) (1)
(in millions)
(12)Filing
 Date
April
2020
Effective Date
October 2020Approval DateSeptember 2020Based on ROE of 9.5% with 50 basis point (+/-) earnings band. Revenue reduction of $12 million based on prior test year true-up earned return on equity of 11.79% combined with projected test year return on equity of 9.43%.Additional Information
CenterPoint Energy and CERC - Louisiana (LPSC)
RSPRSP62September 20202022December 2020May
2023
December 2020April 2023Based on ROE of 9.95% with 50 basis point (+/-) earnings band. For the test year ended June 2020 andThe North Louisiana increase, net of TCJA effects considered outside of the earnings band, North Louisiana had ais $3 million increase to annual revenue based on ana test year ended June 2022 and adjusted ROE of 6.21%7.05%. The South Louisiana increase, net of TCJA effects considered outside of the earnings band, is $5 million based on a test year ended June 2022 and adjusted ROE of 4.19%. The TCJA refund impact to North Louisiana and South Louisiana had awas $1 million decreaseand $1 million, respectively. North Louisiana and South Louisiana also seek to annual revenuerecover regulatory assets due to COVID-19 bad debt expenses in the amounts of $0.7 million and $0.3 million, respectively. On April 5, 2023 the LPSC issued an order approving a joint settlement for $2.7 million in North Louisiana and $4.6 million in South Louisiana in addition to the full impacts of TCJA and COVID-19 recoveries. Implementation occurred in May 2023 upon approval of compliance tariff.
RSP(1)
12September/October 2023TBDTBDBased on ROE of 9.95% with 50 basis point (+/-) earnings band. The North Louisiana increase, net of TCJA effects considered outside of the earnings band and completion of COVID-19 asset recovery, is $8 million based on ana test year ended June 2023 and adjusted ROE of 10.79%3.67%. The South Louisiana increase, net of TCJA effects considered outside of the earnings band and completion of COVID-19 asset recovery, is $5 million based on a test year ended June 2023 and adjusted ROE of 5.47%. The TCJA refund impact to North Louisiana and South Louisiana was $0.6 million and $0.4 million, respectively. South Louisiana interim rates were implemented on December 28, 2023, subject to refund. North Louisiana interim rates were implemented on January 29, 2024. Staff reports issued on January 31, 2024 recommended disallowances of $0.3 million and $0.2 million in North and South Louisiana, respectively.
CenterPoint Energy and CERC - Minnesota (MPUC)
Decoupling (1)
N/ASeptember 2020September 2020TBDRepresents under-recovery of approximately $2 million recorded for and during the period July 1, 2019 through June 30, 2020, including approximately $1 million related to the period July 1, 2018 through June 30, 2019.
CIP Financial Incentive8May 20239September 2023October 2023May
2020
October 2020August 2020CIP Financial Incentive based on 20192022 CIP program activity.
Rate Case (1)
13662November 2023TBDOctober 2019TBDTBDTBD
See discussion above under Minnesota Base Rate Case.Case.
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Mechanism
Annual Increase (Decrease) (1)
(in millions)
Filing
Date
Effective DateApproval DateAdditional Information
CenterPoint Energy and CERC - Oklahoma (OCC)
PBRC(2)March
2020
July
2020
July
2020
Based on ROE of 10% with 50 basis point (+/-) earnings band. Revenue credit of approximately $2 million based on 2019 test year adjusted earned ROE of 15.37%. The OCC approved a unanimous settlement agreement that provides for a revenue credit to customers of $2 million, paid out monthly for the next twelve months.
CenterPoint Energy and CERC - Mississippi (MPSC)
RRA     72May
20202023
October 2023September 2020October 2023September 2020Based on ROE of 9.292%10.098% with 100 basis point (+/-) earnings band. Revenue increase of $2approximately $8 million based on 20192022 test year adjusted earned ROE of 7.90%5.66%. Interim increase of approximately $1 million implemented May 31, 2023. Settled increase of approximately $7 million approved and implemented October 3, 2023. Order authorized recovery of regulatory assets due to COVID-19 in the amount of $0.3 million over the 2024 calendar year.
CenterPoint Energy - Indiana South - Gas (IURC)
CSIACSIA31April
20202023
July
20202023
July
20202023
Requested an increase of $13$33 million to rate base, which reflects a $1approximately $3 million annual increase in current revenues. 80% of revenue requirement is included in requested rate increase and 20% is deferred until the next rate case. The mechanism also includes refunds associated with the TCJA, resulting in no change to the previous credit provided, and a change in the total (over)/under-recovery variance of $1 million annually. Also included are unrecovered deferred operations and maintenance expenses of $9 million. OUCC filed on June 2, 2023, recommending approval of the proposed CSIA rates and updated plan as filed, with non-cost recommendations. Rebuttal testimony filed June 16, 2023. A hearing was held June 28, 2023. The IURC issued an Order approving the CSIA on July 26, 2023.
CSIACSIA3October 20232February 2024January 2024October 2020January 2021January 2021Requested an increase of $13$31 million to rate base, which reflects a $2approximately $3 million annual increase in current revenues. 80% of revenue requirement is included in requested rate increase and 20% is deferred until the next rate case. The mechanism also includes refunds associated with the TCJA, resulting in no change to the previous credit provided, and a change in the total (over)/under-recovery variance of $(1)$1 million annually.
Rate Case (1)
29October 2020September 2021TBD
See discussion above under OUCC filed on December 8, 2023, recommending disallowance of two projects for customer-side replacements. Engineering rebuttal testimony was filed December 15, 2023, stating why costs were necessary for safety and integrity of customers and system. Responded to IURC docket entry requesting additional information on January 2, 2024. A hearing was held January 3, 2024. The IURC issued an order on January 31, 2024, approving the CSIA with the exception of the two projects for customer-side replacements which are not authorized for recovery. Indiana South Base Rate Casefiled revised revenue requirement schedules removing the two project costs with its compliance filing. Revised rates were effective February 1, 2024.
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Mechanism
Annual Increase (Decrease) .(1)
(in millions)
Filing
 Date
Effective DateApproval DateAdditional Information
CenterPoint Energy and CERC - Indiana North - Gas (IURC)
CSIACSIA94April
20202023
July
20202023
July
20202023
Requested an increase of $35$95 million to rate base, which reflects a $4approximately $9 million annual increase in current revenues. 80% of revenue requirement is included in requested rate increase and 20% is deferred until the next rate case. The mechanism also includes refunds associated with the TCJA, resulting in no change to the previous credit provided, and a change in the total (over)/under-recovery variance of $14$5 million annually. Also included are unrecovered deferred operations and maintenance expenses of $20 million. OUCC filed on June 2, 2023, recommending approval of the proposed CSIA rates and updated plan as filed, with non-cost recommendations. Rebuttal testimony was filed on June 16, 2023. A hearing was held June 28, 2023. The IURC issued an Order approving the CSIA on July 26, 2023.
CSIA92October 2023January 2024October 2020January 2024January 2021January 2021Requested an increase of $32$98 million to rate base, which reflects a $2approximately $9 million annual increase in current revenues. 80% of revenue requirement is included in requested rate increase and 20% is deferred until the next rate case. The mechanism also includes refunds associated with the TCJA, resulting in an increase of $(1) million to the previous credit provided, and a change in the total (over)/under-recovery variance of $(6)$1 million annually.
Rate Case (1)
21 OUCC filed on December 2020October 2021TBD
See discussion above under Indiana North Base Rate Case.
8, 2023, recommending approval as filed. Responded to IURC Docket entry requesting additional information on January 2, 2024. A hearing was held January 3, 2024. The IURC issued an Order approving the CSIA on January 31, 2024 with rates effective January 31, 2024.
CenterPoint Energy and CERC - Ohio (PUCO)
TSCRDRR (1)
6N/AJanuary
2019
July
2020
July
2020
Application to flow back to customers certain benefits from the TCJA. Initial impact reflects credits for 2018 of $(10) million and 2019 of $(9) million, and 2020 of $(7) million, with mechanism that began upon approval from the PUCO effective July 1, 2020.
TSCRN/ASeptember 2020January 2021January 2021Application to flow back to customers certain benefits from the TCJA. Impact reflects credits for 2021 of $(7) million and includes a reconciliation through August 31, 2020 of $(14) million.
DRR9May
20202023
September 2023September
2020
August 2023December 2020Requested an increase of $67$46 million to rate base for investments made in 2019,2022, which reflects a $10$6 million annual increase in current revenues. A change in (over)/under-recovery variance of $2$0.3 million annually is also included in rates. PUCO staff review and recommendation filed June 29, 2023, recommending approval as proposed. VEDO statement of issues resolved in case filed July 14, 2023. PUCO issued a Finding & Order approving the DRR August 23, 2023, and revised rates effective September 1, 2023.
CenterPoint Energy - Indiana Electric (IURC)
TDSICTDSIC24February 2023FebruaryJune
20202023
May
20202023
May
2020
Requested an increase of $34$31 million to rate base, which reflects a $4 million annual increase in current revenues. 80% of revenue requirement is included in requested rate increase and 20% is deferred until next rate case. The mechanism also includes a change in (over)/under-recovery variance of $2 million annually.
ECA10May
2020
August 2020October 2020Requested an increase of $49 million to rate base, which reflects a $10$5 million annual increase in current revenues. 80% of the revenue requirement is included in requested rate increase and 20% is deferred until next rate case. The mechanism also includedincludes a change in (over)/under-recovery variance and a tax reform credit for a total of ($1 million). OUCC filed on April 3, 2023, recommending approval of the proposed TDSIC rates and updated plan as filed. A hearing was held on May 3, 2023. On May 30, 2023, the IURC issued an order approving the TDSIC rates and updated plan as filed with rates effective June 1, 2023.
CECAFebruary 2023June
2023
May
2023
Requested an increase of less than $1 million to rate base, which reflects an annual increase of less than $1 million in current revenues. The mechanism also includes a change in (over)/under-recovery variance of $4less than ($1 million). OUCC filed on March 31, 2023, recommending approval of the proposed CECA cost recovery with a reduction of approximately $0.3 million. Rebuttal testimony was filed on April 6, 2023. A hearing was held on May 3, 2023. On May 30, 2023, the IURC issued an order approving the CECA rates with a cost recovery reduction of approximately $0.3 million annually.with rates effective June 6, 2023.
TDSICECA (1)
13May
2023
February 2024August 2020February 2024November 2020November 2020Requested an increase of $36$51 million to rate base, which reflects a $1 million annual increase in current revenues. 80% of the revenue requirement is included in requested rate increase and 20% is deferred until next rate case. The mechanism also includes a change in (over)/under-recovery variance of less than $1 million. A hearing was held on October 24, 2023. Indiana Electric filed a proposed order on October 31, 2023. The OUCC filed a proposed order on November 8, 2023. Indiana Electric filed a response to the OUCC proposed order on November 15, 2023. A final order was issued February 7, 2024 with rates effective February 8, 2024.
DSMA (1)
16July
2023
January 2024November 2023The requested $45 million is comprised primarily of the following: 2024 program costs of $11 million and $26 million of lost revenue, $3 million related to the over-recovery of 2022 program costs and $11 million under-recovery related to a prior period variance adjustment; the requested $45 million is an increase of $16 million compared to the prior DSMA. A settlement between Indiana Electric and the OUCC was reached concerning the $11 million under-recovery which resolves all issues related to the DSMA for January through December 2024 including the $11 million under-recovery. The settlement provides that the IURC should approve the DSMA and that Indiana Electric will arrange for educational training on demand side management offerings. A settlement hearing was held on October 24, 2023. The IURC issued an Order approving the settlement on November 22, 2023, with rates effective January 1, 2024.
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Mechanism
Annual Increase (Decrease) (1)
(in millions)
Filing
 Date
Effective DateApproval DateAdditional Information
TDSIC (1)
3August 2023November 2023November 2023Requested an increase of $27 million to rate base, which reflects a $3 million annual increase in current revenues. 80% of the revenue requirement is included in requested rate increase and 20% is deferred until next rate case. The mechanism also includes a change in (over)/under-recovery variance and a tax reform credit for a total of $(1) million.
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($0.2 million). OUCC filed on October 2, 2023 recommending approval of the proposed TDSIC rates. A hearing was held on October 31, 2023. The IURC issued an Order approving the TDSIC on November 29, 2023, with rates effective November 30, 2023.
Mechanism
Annual Increase (Decrease)Rate Case (1)
(in millions)
Filing
Date
119
December 2023Effective DateTBDTBD
Approval DateSee discussion above under
Additional InformationIndiana Electric Rate Case.
TDSIC(1)
35February 2024February 2021TBDTBDMay 2021TBDRequested an increase of $28$36 million to rate base, which reflects a $3$5 million annual increase in current revenues. 80% of the revenue requirement is included in requested rate increase and 20% is deferred until next rate case. The mechanism also includes a change in (over)/under-recovery variance and a tax reform credit for a total of less than $1 million.($1 million). OUCC is expected to file testimony on April 2, 2024 and a hearing is scheduled for April 30, 2024.
CECA(1)
8February 2024February 2021TBDTBDTBDTBDReflects an $8Requested a decrease of $1 million annual increaseto rate base, which reflects no change in current revenues throughrevenues. The mechanism also includes a non-traditional rate making approach related to a 50 MW universal solar array placedchange in service in January 2021.(over)/under-recovery variance of $0.1 million.

(1)Represents proposed increases (decreases) when effective date and/or approval date is not yet determined. Approved rates could differ materially from proposed rates.

Tax Reform

TCJA-related 2018 tax expense refunds are currently included in the Registrants’ existing rates and are therefore reducing the Registrants’ current annual revenue. The TCJA-related 2018 tax expense refunds for Houston Electric were completed in September 2019. However, in Houston Electric’s rate case filed in April 2019, and subsequently adjusted in errata filings in May and June 2019, pursuant to the Stipulation and Settlement Agreement, Houston Electric will return unprotected EDIT net regulatory liability balance to customers, through a separate rider and its wholesale transmission tariff over approximately three years and the TCJA-related protected EDIT balance over ARAM. As of December 31, 2020, the balances of the net unprotected EDIT regulatory liability and protected EDIT regulatory liability were $66 million and $678 million, respectively.

CenterPoint Energy’s electric and natural gas utilities in Indiana and Ohio currently recover corporate income tax expense in approved rates charged to customers. The IURC and the PUCO both issued orders which initiated proceedings to investigate the impact of the TCJA on utility companies and customers within Indiana and Ohio, respectively. In addition, the IURC and PUCO have ordered each utility to establish regulatory liabilities to record all estimated impacts of tax reform starting January 1, 2018 until the date when rates are adjusted to capture these impacts. In Indiana, in response to Vectren’s pre-Merger filing for proposed changes to its rates and charges to consider the impact of the lower federal income tax rates, the IURC approved an initial reduction to current rates and charges, effective June 1, 2018, to capture the immediate impact of the lower corporate federal income tax rate. The refund of EDIT and regulatory liabilities commenced in November 2018 for Indiana electric customers and in January 2019 for Indiana natural gas customers. In Ohio, the initial rate reduction to current rates and charges became effective upon conclusion of its then pending base rate case on August 28, 2019. In January 2019, an application was filed with the PUCO in compliance with its October 2018 order requiring utilities to file for a request to adjust rates to reflect the impact of the TCJA, requesting authority to implement a rider to flow back to customers the tax benefits realized under the TCJA, including the refund of EDIT and regulatory liabilities. On July 1, 2020, the PUCO approved the initial rate reduction to credit customers for the impact of the TCJA. This credit mechanism results in an amortization of the unprotected balance of EDIT over a period of six years, starting in 2018, with the protected balance amortized in accordance with ARAM. The credit mechanism will be adjusted via an annual filing made each October to reflect projected refunds for each calendar year.

ELG (CenterPoint Energy)

Under the Clean WaterInflation Reduction Act the EPA sets technology-based guidelines for water discharges from new and existing electric generation facilities. In September 2015, the EPA finalized revisions to the existing steam electric ELG setting stringent technology-based water discharge limits for the electric power industry. The EPA focused this rulemaking on wastewater generated primarily by pollution control equipment necessitated by the comprehensive air regulations, specifically setting strict water discharge limits for arsenic, mercury and selenium for scrubber waste waters. The ELG will be implemented when existing water discharge permits for the plants are renewed. In the case of Indiana Electric’s water discharge permits, in 2017 the IDEM issued final renewals for the F.B. Culley and A.B. Brown power plants. IDEM agreed that units identified for retirement by December 2023 would not be required to install new treatment technology to meet ELG, and approved a 2020 compliance date for dry bottom ash, which has been completed, and a 2023 compliance date for flue gas desulfurization wastewater treatment standards for the remaining coal-fired unit at F.B. Culley.(IRA)

On April 13, 2017, as part ofAugust 16, 2022, the U.S. President’s Administration’s regulatory reform initiative, which is focusedIRA was signed into law. The new law extends or creates tax-related energy incentives for solar, wind and alternative clean energy sources, implements, subject to certain exceptions, a 1% tax on share repurchases after December 31, 2022, and implements a 15% CAMT based on the numberadjusted financial statement income of certain large corporations. Corporations are entitled to a CAMT credit to the extent CAMT liability exceeds regular tax liability, which can be carried forward indefinitely and nature of regulations,used in future years when regular tax exceeds the EPA granted petitions to reconsider the ELG rule, and indicated it would stay the implementation deadlines in the rule during the pendency of the reconsideration. On September 13, 2017, the EPA finalized a rule postponing certain interim compliance dates by two years, butCAMT. The IRA did not postponehave a material impact on the final compliance deadline of December
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31, 2023. On April 12, 2019, the U.S. Court of Appeals for the Fifth Circuit vacated and remanded portions of the ELG ruleRegistrants’ 2023 financial results. It is likely that selected impoundment as the best available technology for legacy wastewater and leachate. On October 13, 2020, the EPA finalized revisions to the ELG rule, which established a two-year extension of the compliance deadline for the prohibition of wet sluicing of bottom ash. However, the ELG rule did not establish alternative deadlines for the prohibition of wet sluicing of fly ash,CenterPoint Energy and the most recent revision to the CCR rule confirmed that ash ponds must commence closure no later than October 2023.Registrant Subsidiaries will owe CAMT in excess of their regular tax liability beginning in 2024. As a result, CenterPoint Energy does not currently anticipate any changesand the Registrant Subsidiaries expect a temporary increase in federal cash tax payments due to its current compliance plans based upon this most recent ELG update.provision.

CPPGreenhouse Gas Regulation and ACE RuleCompliance (CenterPoint Energy)

On August 3, 2015, the EPA released its CPP Rule,rule, which required a 32% reduction in carbon emissions from 2005 levels. The final rule was published in the Federal Register on October 23, 2015, and that action was immediately followed by litigation ultimately resulting in the U.S. Supreme Court staying implementation of the rule. On August 31, 2018,July 8, 2019, the EPA published its proposed CPP replacement rule, the ACE Rule,rule, which was finalized on July 8, 2019 and(i) repealed the CPP rule; (ii) replaced the CPP rule with a program that requires states to implement a program of energy efficiency improvement targets for individual coal-fired electric generating units.units; and (iii) amended the implementing regulations for Section 111(d) of the Clean Air Act. On January 19, 2021, the majority of the ACE Rulerule — including the CPP repeal, CPP replacement, and the timing-related portions of the Section 111(d) implementing rule — was struck down by the U.S. District Court of Appeals for the D.C. Circuit.Circuit and on October 29, 2021, the U.S. Supreme Court agreed to consider four petitions filed by various coal interests and a coalition of 19 states. On June 30, 2022, the U.S. Supreme Court ruled that the EPA exceeded its authority in promulgating the CPP. On May 11, 2023, the EPA announced proposed emission limits and guidelines for carbon dioxide from fossil fuel-fired power plants under Section 111 of the Clean Air Act which, if finalized, apply new GHG performance standards for those existing coal-fired units expected to continue operation beyond December 31, 2029. We will continue to evaluate the applicability of the rule to existing and new gas-fired generating units, but would note that CenterPoint Energy isdoes not currently unablehave plans to predict whetheroperate any of its coal-fired units beyond December 2029.

The Biden administration recommitted the United States to the Paris Agreement, which has driven a renewed regulatory push to require further GHG emission reductions from the energy sector and proceeded to lead negotiations at the global climate conference in Glasgow, Scotland. On April 22, 2021, President Biden Administration will continue its defenseannounced new goals of 50% reduction of economy-wide GHG emissions, and 100% carbon-free electricity by 2035, which formed the basis of the CPP or ACE Rule, or what a new replacement rule would look like. On March 1, 2020,U.S. commitments announced in Glasgow. In September 2021, CenterPoint Energy announced corporate carbonits net zero emissions goals for both Scope 1 emissions and certain Scope 2 emissions by 2035 as well as a goal to reduce certain Scope 3 emissions by 20% to 30% by 2035.
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Because Texas is an unregulated market, CenterPoint Energy’s Scope 2 estimates do not take into account Texas electric transmission and distribution assets in the line loss calculation and, in addition, exclude emissions related to purchased power in Indiana between 2024 and 2026 as estimated. CenterPoint Energy’s Scope 3 emissions estimates are based on the total natural gas supply delivered to residential and commercial customers as reported in the U.S. Energy Information Administration (EIA) Form EIA-176 reports and do not take into account the emissions of transport customers and emissions related to upstream extraction. These emission goals which are expected to be used to guideposition CenterPoint Energy to comply with anticipated future regulatory requirements from the current and future administrations to further reduce GHG emissions. CenterPoint Energy’s and CERC’s revenues, operating costs and capital requirements could be adversely affected as a result of any regulatory action that would require installation of new control technologies or a modification of their operations or would have the effect of reducing the consumption of natural gas. The IRA established the Methane Emissions Reduction Program, which imposes a charge on methane emissions from certain natural gas transmission facilities, and the EPA has proposed new regulations targeting reductions in methane emissions, which if implemented will increase costs related to production, transmission and storage of natural gas. Houston Electric, in contrast to some electric utilities including Indiana Electric, does not generate electricity, other than TEEEF, and thus is not directly exposed to the risk of high capital costs and regulatory uncertainties that face electric utilities that burn fossil fuels to generate electricity. CenterPoint Energy’s net zero emissions goals are aligned with Indiana Electric’s generation transition plan and are expected to a low carbon fleet and position Indiana Electric to comply with anticipated future regulatory requirements from the Biden administrationrelated to further reduce GHG emissions reductions. Nevertheless, Houston Electric’s and Indiana Electric’s revenues could be adversely affected to the extent any resulting regulatory action has the effect of reducing consumption of electricity by ultimate consumers within their respective service territories. Likewise, incentives to conserve energy or to use energy sources other than natural gas could result in a decrease in demand for the Registrants’ services. For example, Minnesota has enacted the Natural Gas Innovation Act that seeks to provide customers with access to renewable energy resources and innovative technologies, with the goal of reducing GHG emissions.Further, certain local government bodies have introduced or are considering requirements and/or incentives to reduce energy consumption by certain specified dates. For example, Minneapolis has adopted carbon emission reduction goals in an effort to decrease reliance on fossil natural gas. Additionally, cities in Minnesota within CenterPoint Energy’s Natural Gas operational footprint are considering initiatives to eliminate natural gas use in buildings and focus on electrification. Also, Minnesota cities may consider seeking legislative authority for the ability to enact voluntary enhanced energy standards for all development projects. These initiatives could have a significant impact on CenterPoint Energy and its operations, and this impact could increase if other cities and jurisdictions in its service area enact similar initiatives. Further, our third-party suppliers, vendors and partners may also be impacted by climate change laws and regulations, which could impact CenterPoint Energy’s business by, among other things, causing permitting and construction delays, project cancellations or increased project costs passed on to CenterPoint Energy. Conversely, regulatory actions that effectively promote the consumption of natural gas because of its lower emissions characteristics would be expected to benefit CenterPoint Energy and CERC and their natural gas-related businesses. At this time, however, we cannot quantify the magnitude of the impacts from its electric fleet.possible new regulatory actions related to GHG emissions, either positive or negative, on the Registrants’ businesses.

Impact of Legislative Actions & Other Initiatives (CenterPoint Energy)

At this time, complianceCompliance costs and other effects associated with climate change, reductions in GHG emissions orand obtaining renewable energy sources remain uncertain. Although the amount of compliance costs remains uncertain, any new regulation or legislation relating to climate change will likely result in an increase in compliance costs. While the requirements of a federal or state rule remain uncertain, Indiana ElectricCenterPoint Energy will continue to monitor regulatory activity regarding GHG emission standards that may affect its electric generating units.business. Currently, CenterPoint Energy does not purchase carbon credits. In connection with its net zero emissions goals, CenterPoint Energy is expected to purchase carbon credits in the future; however, CenterPoint Energy does not currently expect the number of credits, or cost for those credits, to be material.

MRT Rate Case (CenterPoint Energy)Climate Change Trends and Uncertainties

In June 2018, MRT filedAs a generalresult of increased awareness regarding climate change, coupled with adverse economic conditions, availability of alternative energy sources, including private solar, microturbines, fuel cells, energy-efficient buildings and energy storage devices, and new regulations restricting emissions, including potential regulations of methane emissions, some consumers and companies may use less energy, meet their own energy needs through alternative energy sources or avoid expansions of their facilities, including natural gas facilities, resulting in less demand for the Registrants’ services. As these technologies become a more cost-competitive option over time, whether through cost effectiveness or government incentives and subsidies, certain customers may choose to meet their own energy needs and subsequently decrease usage of the Registrants’ systems and services, which may result in, among other things, Indiana Electric’s generating facilities becoming less competitive and economical. Further, evolving investor sentiment related to the use of fossil fuels and initiatives to restrict continued production of fossil fuels have had significant impacts on CenterPoint Energy’s electric generation and natural gas businesses. For example, because Indiana Electric’s current generating facilities substantially rely on coal for their operations, certain financial institutions choose not to participate in CenterPoint Energy’s financing arrangements. Conversely, demand for the Registrants’
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services may increase as a result of customer changes in response to climate change. For example, as the utilization of electric vehicles increases, demand for electricity may increase, resulting in increased usage of CenterPoint Energy’s systems and services. Any negative opinions with respect to CenterPoint Energy’s environmental practices or its ability to meet the challenges posed by climate change formed by regulators, customers, investors, legislators or other stakeholders could harm its reputation.

To address these developments, CenterPoint Energy announced its net zero emissions goals for both Scope 1 emissions and certain Scope 2 emissions by 2035. Indiana Electric’s 2019/2020 IRP identified a preferred portfolio that retires 730 MW of coal-fired generation facilities and replaces these resources with a mix of generating resources composed primarily of renewables, including solar, wind, and solar with storage, supported by dispatchable natural gas combustion turbines including a pipeline to serve such natural gas generation. Indiana Electric continues to execute on its 2019/2020 IRP and has received initial approvals for 756 MWs of the 700-1,000 MWs identified within Indiana Electric’s 2019/2020 IRP. Additionally, as reflected in its 10-year capital plan announced in September 2021, CenterPoint Energy anticipates spending over $3 billion in cleaner energy investments and enablement, which may be used to support, among other things, renewable energy generation and electric vehicle expansion. CenterPoint Energy believes its planned investments in renewable energy generation and corresponding planned reduction in its GHG emissions as part of its net zero emissions goals support global efforts to reduce the impacts of climate change. Indiana Electric has conducted a new IRP, which was submitted to the IURC in May 2023, to identify an appropriate generation resource portfolio to satisfy the needs of its customers and comply with environmental regulations. The proposed preferred portfolio is the second evolution to the generation transition plan to move away from coal-fired generation to a more sustainable portfolio of resources. Indiana Electric plans to convert its last remaining coal unit to natural gas by 2027 and to add a significant amount of additional renewable resources through 2033. For more information regarding CenterPoint Energy’s net zero emission goals and the risks associated with them, see “Risk Factors — Risk Factors Affecting Regulatory, Environmental and Legal Risks — CenterPoint Energy is subject to operational and financial risks...”

To the extent climate changes result in warmer temperatures in the Registrants’ service territories, financial results from the Registrants’ businesses could be adversely impacted. For example, CenterPoint Energy’s and CERC’s Natural Gas Act rate case,could be adversely affected through lower natural gas sales. On the other hand, warmer temperatures in CenterPoint Energy’s and Houston Electric’s electric service territory may increase revenues from transmission and distribution and generation through increased demand for electricity used for cooling. Another possible result of climate change is more frequent and more severe weather events, such as hurricanes, tornadoes and flooding, including such storms as the February 2021 Winter Storm Event. Since many of the Registrants’ facilities are located along or near the Texas gulf coast, increased or more severe hurricanes or tornadoes could increase costs to repair damaged facilities and restore service to customers. CenterPoint Energy’s current 10-year capital plan includes capital expenditures to maintain reliability and safety and increase resiliency of its systems as climate change may result in October 2019, MRT filedmore frequent significant weather events. Houston Electric does not own or operate any electric generation facilities other than, since September 2021, its operation of TEEEF. Houston Electric transmits and distributes to customers of REPs electric power that the REPs obtain from power generation facilities owned by third parties. To the extent adverse weather conditions affect the Registrants’ suppliers, results from their energy delivery businesses may suffer. For example, in Texas, the February 2021 Winter Storm Event caused an electricity generation shortage that was severely disruptive to Houston Electric’s service territory and the wholesale generation market and also caused a second rate case. MRT began collectingreduction in available natural gas capacity. When the Registrants cannot deliver electricity or natural gas to customers, or customers cannot receive services, the Registrants’ financial results can be impacted by lost revenues, and they generally must seek approval from regulators to recover restoration costs. To the extent the Registrants are unable to recover those costs, or if higher rates proposedresulting from recovery of such costs result in reduced demand for services, the 2018 rate case, subjectRegistrants’ future financial results may be adversely impacted. Further, as the intensity and frequency of significant weather events continues, it may impact our ability to refund, on January 1, 2019. On November 5, 2019, as supplemented on December 13, 2019, MRT filed uncontested proposed settlements for the 2018 and 2019 rate cases. The FERC approved both settlements on March 26, 2020, and that order became final on April 25, 2020.secure cost-efficient insurance.

Other Matters

Credit Facilities

The Registrants may draw on their respective revolving credit facilities from time to time to provide funds used for general corporate and limited liability company purposes, including to backstop CenterPoint Energy’s and CERC’s commercial paper programs. The facilities may also be utilized to obtain letters of credit. For further details related to the Registrants’ revolving credit facilities, please see Note 1413 to the consolidated financial statements.

Based on the consolidated debt to capitalization covenant in the Registrants’ revolving credit facilities, the Registrants would have been permitted to utilize the full capacity of such revolving credit facilities, which aggregated approximately $4.9$4.0 billion as of December 31, 2020. On February 4, 2021, the Registrants amended and restated each of their revolving credit facilities, which reduced the aggregate capacity of such facilities to $4.0 billion.2023.

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As of February 22, 2021,12, 2024, the Registrants had the following revolving credit facilities and utilization of such facilities:
Amount Utilized as of February 22, 2021
RegistrantSize of FacilityLoansLetters of CreditCommercial PaperWeighted Average Interest RateTermination Date
(in millions)
CenterPoint Energy$2,400 $— $11 $1,502 0.21%February 4, 2024
CenterPoint Energy (1)
400 — — 86 0.18%February 4, 2024
Houston Electric300 — — — —%February 4, 2024
CERC900 — — 255 0.18%February 4, 2024
Total$4,000 $— $11 $1,843 

Amount Utilized as of February 12, 2024
RegistrantSize of FacilityLoansLetters of CreditCommercial PaperWeighted Average Interest RateTermination Date
(in millions)
CenterPoint Energy$2,400 $— $— $1,272 5.51%December 6, 2027
CenterPoint Energy (1)
250 — — — —%December 6, 2027
Houston Electric300 — — — —%December 6, 2027
CERC1,050 — 359 5.49%December 6, 2027
Total$4,000 $— $$1,631 
(1)TheThis credit facility was issued by VUHI and is guaranteed by SIGECO, Indiana Gas and VEDO.SIGECO.

Borrowings under each of the revolving credit facilities are subject to customary terms and conditions. However, there is no requirement that the borrower makes representations prior to borrowing as to the absence of material adverse changes or litigation that could be expected to have a material adverse effect. Borrowings under each of the revolving credit facilities are subject to acceleration upon the occurrence of events of default that we consider customary. The revolving credit facilities also provide for customary fees, including commitment fees, administrative agent fees, fees in respect of letters of credit and other fees. In each of the revolving credit facilities, the spread to LIBORSOFR and the commitment fees fluctuate based on the borrower’s credit rating. Each of the Registrant’s credit facilities provide for a mechanism to replace LIBORSOFR with possible alternative benchmarks upon certain benchmark replacement events. The borrowers are currently in compliance with the various business and financial covenants in the four revolving credit facilities.

Long-term Debt Transactions

For detailed information about the Registrants’ debt issuancestransactions in 2020,2023, see Note 1413 to the consolidated financial statements.

Securities Registered with the SEC

On May 29, 2020,17, 2023, the Registrants filed a joint shelf registration statement with the SEC registering indeterminate principal amounts of Houston Electric’s general mortgage bonds, CERC Corp.’s senior debt securities and CenterPoint Energy’s senior debt securities and junior subordinated debt securities and an indeterminate number of shares of Common Stock, shares of preferred stock, depositary shares, as well as stock purchase contracts and equity units. The joint shelf registration statement will expire on May 29, 2023.17, 2026. For information related to the Registrants’ debt and equity security issuances in 2020,2023, see NotesNote 13 and 14 to the consolidated financial statements.

Temporary Investments

As of February 22, 2021,12, 2024, the Registrants had no temporary investments.

Money Pool

The Registrants participate in a money pool through which they and certain of their subsidiaries 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 CenterPoint Energy 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. The net funding requirements of the CERC money pool are expected to be met with borrowings under CERC’s revolving credit facility or the sale of CERC’s commercial paper. The money pool may not provide sufficient funds to meet the Registrants’ cash needs.

The table below summarizes CenterPoint Energy money pool activity by Registrant as of February 22, 2021:12, 2024:
Weighted Average Interest RateHouston ElectricCERC
 (in millions)
Money pool investments0.21%$(248)$— 
Weighted Average Interest RateHouston ElectricCERC
 (in millions)
Money pool investments5.57%$60 $— 

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Impact on Liquidity of a Downgrade in Credit Ratings

The interest rate on borrowings under the Registrants’ credit facilities is based on their credit ratings. The interest on borrowings under the credit facilities is based on each respective borrower’s credit ratings. As of February 22, 2021,12, 2024, Moody’s, S&P and Fitch had assigned the following credit ratings to senior debt of the Registrants:
 Moody’sS&PFitch
RegistrantBorrower/InstrumentRatingOutlook (1)RatingOutlook (2)RatingOutlook (3)
CenterPoint EnergyCenterPoint Energy Senior Unsecured DebtBaa2StableBBBStableBBBStable
CenterPoint EnergyVectren Corp. Issuer Ratingn/an/aBBB+Stablen/an/a
CenterPoint EnergyVUHI Senior Unsecured DebtA3StableBBB+Stablen/an/a
CenterPoint EnergyIndiana Gas Senior Unsecured Debtn/an/aBBB+Stablen/an/a
CenterPoint EnergySIGECO Senior Secured DebtA1StableAStablen/an/a
Houston ElectricHouston Electric Senior Secured DebtA2StableAStableAStable
CERCCERC Corp. Senior Unsecured DebtA3StableBBB+StableA-Stable
CERCIndiana Gas Senior Unsecured Debtn/an/aBBB+Stablen/an/a

(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 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.

The Registrants cannot assure 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. The Registrants note that these credit ratings are included for informational purposes and are not recommendations to buy, sell or hold the Registrants’ 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 the Registrants’ credit ratings could have a material adverse impact on the Registrants’ ability to obtain short- and long-term financing, the cost of such financings and the execution of the Registrants’ commercial strategies.

A decline in credit ratings could increase borrowing costs under the Registrants’ revolving credit facilities. If the Registrants’ credit ratings had been downgraded one notch by S&P and Moody’s from the ratings that existed as of December 31, 2020,2023, the impact on the borrowing costs under the four revolving credit facilities would have been insignificant. 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 the Registrants’ ability to complete capital market transactions and to access the commercial paper market. Additionally, a decline in credit ratings could increase cash collateral requirements and reduce earnings of CenterPoint Energy’s and CERC’s Natural Gas reportable segments.

Pipeline tariffs and contracts typically provide that if the credit ratings of a shipper or the shipper’s guarantor drop below a threshold level, which is generally investment grade ratings from both Moody’s and S&P, cash or other collateral may be demanded from the shipper in an amount equal to the sum of three months’ charges for pipeline services plus the unrecouped cost of any lateral built for such shipper. If the credit ratings of CERC Corp. decline below the applicable threshold levels, CERC might need to provide cash or other collateral of as much as $218$256 million as of December 31, 2020.2023. The amount of collateral will depend on seasonal variations in transportation levels.

ZENS and Securities Related to ZENS (CenterPoint Energy)

If CenterPoint Energy’s creditworthiness were to drop such that ZENS holders thought its liquidity was adversely affected or the market for the ZENS were to become illiquid, some ZENS holders might decide to exchange their ZENS for cash. Funds for the payment of cash upon exchange could be obtained from the sale of the shares of ZENS-Related Securities that CenterPoint Energy owns or from other sources. CenterPoint Energy owns shares of ZENS-Related Securities equal to approximately 100% of the reference shares used to calculate its obligation to the holders of the ZENS. ZENS exchanges result in a cash outflow because tax deferrals related to the ZENS and shares of ZENS-Related Securities would typically cease when ZENS are exchanged or otherwise retired and shares of ZENS-Related Securities are sold. The ultimate tax liability related to
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the ZENS and ZENS-Related Securities continues to increase by the amount of the tax benefit realized each year, and there could be a significant cash outflow when the taxes are paid as a result of the retirement or exchange of the ZENS. If all ZENS had been exchanged for cash on December 31, 2020,2023, deferred taxes of approximately $471$728 million would have been payable in 2020.2023. If all the ZENS-Related Securities had been sold on December 31, 2020,2023, capital gains taxes of approximately $159$81 million
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would have been payable in 2020.2023 based on 2023 tax rates in effect. For additional information about ZENS, see Note 1211 to the consolidated financial statements.

Cross Defaults

Under each of CenterPoint Energy’s, (including VUHI’s), Houston Electric’s and CERC’s respective revolving credit facilities as well as under CenterPoint Energy’sand CERC’s term loan agreement, a payment default on, or a non-payment default, event or condition that permits acceleration of, any indebtedness for borrowed money and certain other specified types of obligations (including guarantees) exceeding $125 million by the borrower or any of their respective significant subsidiaries will cause a default under such borrower’s respective credit facility or term loan agreement. Under SIGECO’s revolving credit facility, a payment default on, or a non-payment default, event or condition that permits acceleration of, any indebtedness for borrowed money and certain other specific types of obligations (including guarantees) exceeding $75 million by SIGECO or any of its significant subsidiaries will cause a default under SIGECO’s credit facility. A default by CenterPoint Energy would not trigger a default under its subsidiaries’ debt instruments or revolving credit facilities.

Possible Acquisitions, Divestitures and Joint Ventures

From time to time, the Registrants consider the acquisition or the disposition of assets or businesses or possible joint ventures, strategic initiatives or other joint ownership arrangements with respect to assets or businesses. Any determination to take action in this regard will be based on market conditions and opportunities existing at the time, and accordingly, the timing, size or success of any efforts and the associated potential capital commitments are unpredictable. The Registrants may seek to fund all or part of any such efforts with proceeds from debt and/or equity issuances. Debt or equity financing may not, however, be available to the Registrants at that time due to a variety of events, including, among others, maintenance of our credit ratings, industry conditions, general economic conditions, market conditions and market perceptions. As announced in December 2020, CenterPoint Energy’s business strategy incorporated the Business Review and Evaluation Committee’s recommendations to increaseEnergy has increased its planned capital expenditures in its electricElectric and Natural Gas businesses multiple times over the recent years to support rate base growth and sell certain of its Natural Gas businesses located in Arkansas and Oklahomagrowth. The Registrants may continue to explore asset sales as a means to efficiently finance a portion of suchits increased capital expenditures among other recommendations.in the future, subject to the conditions listed above. For further information, see “—Recent Events—Business Review and Evaluation Committee” above.Note 4.

Additionally, CenterPoint Energy’s process of evaluating and optimizing the various businesses, assets and ownership interests currently held by it considered, among other things, various plans, proposals and other strategic alternatives with respect to Enable and CenterPoint Energy’s investment in Enable, which may result in the disposition of a portion or all of its ownership interest in Enable. InOn February 2021,19, 2024, CenterPoint Energy, announcedthrough its support ofsubsidiary CERC Corp., entered into the Enable Merger, whichLAMS Asset Purchase Agreement to sell its Louisiana and Mississippi natural gas local distribution company businesses. The transaction is expected to close in the second halffirst quarter of 2021, subject to customary closing conditions, including Hart-Scott-Rodino antitrust clearance. CenterPoint Energy may not realize any or all of the anticipated strategic, financial, operational or other benefits from the Enable Merger, if completed, or from any disposition or reduction of its resulting investment in Energy Transfer. There can be no assurances that any disposal of Energy Transfer common units or Energy Transfer Series G Preferred Units will be completed. Any disposal of such securities may involve significant costs and expenses, including in connection with any public offering, a significant underwriting discount. For information regarding the Enable Merger, see Note 22 to the consolidated financial statements.

Enable Midstream Partners (CenterPoint Energy and CERC)

In September 2018, CERC completed the Internal Spin, after which CERC’s equity investment in Enable met the criteria for discontinued operations classification. As a result, the operations have been classified as Income from discontinued operations, net of tax, in CERC’s Statements of Consolidated Income for the periods presented.2025. For further information, see Note 4 to the consolidated financial statements.

CenterPoint Energy receives quarterly cash distributions from Enable on its common units and Enable Series A Preferred Units. A reduction in the cash distributions CenterPoint Energy receives from Enable could significantly impact CenterPoint Energy’s liquidity. For additional information about cash distributions from Enable and the recently announced Enable Merger, see Notes 11 and 2221 to the consolidated financial statements.

Hedging of Interest Expense for Future Debt Issuances

From time to time, the Registrants may enter into interest rate agreements to hedge, in part, volatility in the U.S. treasury rates by reducing variability in cash flows related to interest payments. For further information, see Note 9(a) to the consolidated financial statements.
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Weather Hedge (CenterPoint Energy and CERC)

CenterPoint Energy and CERC have historically entered into partial weather hedges for certain Natural Gas jurisdictions and electric operations’ Texas service territory to mitigate the impact of fluctuations from normal weather. CenterPoint Energy and CERC remain exposed to some weather risk as a result of the partial hedges. For more information about weather hedges, see Note 9(a) to the consolidated financial statements.

Collection of Receivables from REPs (CenterPoint Energy and Houston Electric)

Houston Electric’s receivables from the distribution of electricity are collected from REPs that supply the electricity Houston Electric distributes to their customers. Before conducting business, a REP must register with the PUCT and must meet certain financial qualifications. Nevertheless, adverse economic conditions, structural problems in the market served by ERCOT or financial difficulties of one or more REPs could impair the ability of these REPs to pay for Houston Electric’s services or could cause them to delay such payments. Houston Electric depends on these REPs to remit payments on a timely basis, and any delay or default in payment by REPs could adversely affect Houston Electric’s cash flows. In the event of a REP’s default, Houston Electric’s tariff provides a number of remedies, including the option for Houston Electric to request that the PUCT suspend or revoke the certification of the REP. Applicable regulatory provisions require that customers be shifted to another REP or a provider of last resort if a REP cannot make timely payments. However, Houston Electric remains at risk for payments related to services provided prior to the shift to the replacement REP or the provider of last resort. If a REP were unable to meet its obligations, it could consider, among various options, restructuring under the bankruptcy laws, in which event such REP might seek to avoid honoring its obligations and claims might be made against Houston Electric involving payments it had received from such REP. If a REP were to file for bankruptcy, Houston Electric may not be successful in recovering accrued receivables owed by such REP that are unpaid as of the date the REP filed for bankruptcy. However, PUCT regulations authorize utilities, such as Houston Electric, to defer bad debts resulting from defaults by REPs for recovery in future rate cases, subject to a review of reasonableness and necessity.

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Other Factors that Could Affect Cash Requirements

In addition to the above factors, the Registrants’ liquidity and capital resources could also be negatively affected by:

further reductions in the cash distributions we receive from Enable;
cash collateral requirements that could exist in connection with certain contracts, including weather hedging arrangements, and natural gas purchases, natural gas price and natural gas storage activities of CenterPoint Energy’s and CERC’s Natural Gas reportable segment; 
acceleration of payment dates on certain gas supply contracts, under certain circumstances, as a result of increased natural gas prices, including as a result of the February 2021 Winter Storm Event, and concentration of natural gas suppliers (CenterPoint Energy and CERC); 
increased costs related to the acquisition of natural gas including as a result of the February 2021 Winter Storm Event (CenterPoint Energy and CERC); 
increases in interest expense in connection with debt refinancings and borrowings under credit facilities or term loans or the use of alternative sources of financings due to the effects of COVID-19 and the February 2021 Winter Storm Event on capital and other financial markets; 
various legislative or regulatory actions; 
incremental collateral, if any, that may be required due to regulation of derivatives (CenterPoint Energy)Energy and CERC)
the ability of REPs, including REP affiliates of NRG and Vistra Energy Corp., to satisfy their obligations to CenterPoint Energy and Houston Electric, including the negative impact on such ability related to COVID-19 and the February 2021 Winter Storm Event;Electric;
slower customer payments and increased write-offs of receivables due to higher natural gas prices, changing economic conditions, COVID-19public health threats or the February 2021 Winter Storm Eventsevere weather events (CenterPoint Energy and CERC); 
the satisfaction of any obligations pursuant to guarantees;
the outcome of litigation; litigation, including litigation related to the February 2021 Winter Storm Event;
contributions to pension and postretirement benefit plans; 
restoration costs and revenue losses resulting from future 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 Part I of this report.

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

Houston Electric has contractually agreed that it will not issue additional first mortgage bonds, subject to certain exceptions. Additionally, certainCertain provisions in certain note purchase agreements relating to debt issued by VUHICERC have the effect of restricting the amount of additional firstsecured debt issued by CERC and debt issued by subsidiaries of CERC Corp. Additionally, Houston Electric and SIGECO are limited in the amount of mortgage bonds issuedthey can issue by SIGECO.the General Mortgage and SIGECO’s mortgage indenture, respectively. For information about the total debt to capitalization financial covenants in the Registrants’ and certain of CenterPoint Energy’s subsidiaries’SIGECO’s revolving credit facilities, see Note 1413 to the consolidated financial statements.

CRITICAL ACCOUNTING POLICIES

A critical accounting policy is one that is both important to the presentation of the Registrants’ financial condition and results of operations and requires management to make difficult, subjective or complex accounting estimates. An accounting estimate is an approximation made by management of a financial statement element, item or account in the financial statements. Accounting estimates in the Registrants’ historical consolidated financial statements measure the effects of past business transactions or events, or the present status of an asset or liability. The accounting estimates described below require the Registrants to make assumptions about matters that are highly uncertain at the time the estimate is made. Additionally, different estimates that the Registrants could have used or changes in an accounting estimate that are reasonably likely to occur could have a material impact on the presentation of their financial condition, results of operations or cash flows. The circumstances that make these judgments difficult, subjective and/or complex have to do with the need to make estimates about the effect of matters that are inherently uncertain. Estimates and assumptions about future events and their effects cannot be predicted with certainty. The Registrants base their estimates on historical experience and on various other assumptions that they believe to be reasonable under the circumstances, the results of which form the basis for making judgments. These estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as the Registrants’ operating environment changes. The Registrants’ significant accounting policies are discussed in Note 2 to the consolidated financial statements. The Registrants believe the following accounting policies involve the application of critical accounting estimates. Accordingly, these accounting estimates have been reviewed and discussed with the Audit Committee of CenterPoint Energy’s Board of Directors.

Accounting for Rate Regulation

Accounting guidance for regulated operations provides that rate-regulated entities account for and report assets and liabilities consistent with the recovery of those incurred costs in rates if the rates established are designed to recover the costs of providing the regulated service and if the competitive environment makes it probable that such rates can be charged and collected. CenterPoint Energy, for its Electric and Natural Gas reportable segments, Houston Electric and CERC apply this
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accounting guidance. Certain expenses and revenues subject to utility regulation or rate determination normally reflected in income are deferred on the balance sheet as regulatory assets or liabilities and are recognized in income as the related amounts are included in service rates and recovered from or refunded to customers. Regulatory assets and liabilities are recorded when it is probable that these items will be recovered or reflected in future rates. Determining probability requires significant judgment on the part of management and includes, but is not limited to, consideration of testimony presented in regulatory hearings, proposed regulatory decisions, final regulatory orders and the strength or status of applications for rehearing or state court appeals. If events were to occur that would make the recovery of these assets and liabilities no longer probable, the Registrants would be required to write off or write down these regulatory assets and liabilities. For further detail on the Registrants’ regulatory assets and liabilities, see Note 7 to the consolidated financial statements.

Impairment of Long-Lived Assets, Including Identifiable Intangibles, Goodwill Equity Method Investments, and Investments without a Readily Determinable Fair Value

The Registrants review the carrying value of long-lived assets, including identifiable intangibles, goodwill, equity method investments, and investments without a readily determinable fair value whenever events or changes in circumstances indicate that such carrying values may not be recoverable, and at least annually, goodwill is tested for impairment as required by accounting guidance for goodwill and other intangible assets.  Unforeseen events, changes in market conditions, and probable regulatory disallowances, where applicable, could have a material effect on the value of long-lived assets, including intangibles, goodwill, equity method investments, and investments without a readily determinable fair value due to changes in observable or estimated market value, future cash flows, interest rate, and regulatory matters, and could result in an impairment charge. The Registrants recorded no impairments to long-lived assets, including intangibles, equity method investments, or readily determinable fair valuegoodwill during 20192023, 2022 and 2018. CenterPoint Energy recognized equity method investment impairment losses during 2020 as discussed below. CenterPoint Energy and CERC recognized goodwill impairment losses, discussed below, during 2020 and 2019, and the Registrants recorded no impairments to goodwill in 2018.

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In connection with its preparation of the financial statements for the three months ended March 31, 2020, CenterPoint Energy and CERC identified triggering events to perform interim goodwill impairment tests for each of their reporting units due to the macroeconomic conditions resulting from the COVID-19 pandemic and the related decline in CenterPoint Energy’s Common Stock price. CenterPoint Energy recognized goodwill impairment losses, discussed below, during the year ended December 31, 2020, and CERC recorded no impairments to goodwill within continuing operations during the year ended December 31, 2020. CenterPoint Energy and CERC performed their annual goodwill impairment tests in the third quarter of 2020 and determined that no goodwill impairment charge was required for any reporting unit as a result of those tests.2021.

Fair value is the amount at which an asset, liability or business could be bought or sold in a current transaction between willing parties and may be estimated using a number of techniques, including quoted market prices or valuations by third parties, present value techniques based on estimates of cash flows, or multiples of earnings or revenue performance measures. The fair value could be different using different estimates and assumptions in these valuation techniques.

Fair value measurements require significant judgment and unobservable inputs, including (i) projected timing and amount of future cash flows, which factor in planned growth initiatives, (ii) the regulatory environment, as applicable, and (iii) discount rates reflecting risk inherent in the future market prices. Determining the discount rates for the non-rate regulated businesses that are not rate-regulated, such as for Energy Systems Group, requires the estimation of the appropriate company specificcompany-specific risk premiums for those non-rate regulatedsuch businesses based on evaluation of industry and entity-specific risks, which includes expectations about future market or economic conditions existing on the date of the impairment test. Changes in these assumptions could have a significant impact on results of the impairment tests. CenterPoint Energy and CERC utilized a third-party valuation specialist to determine the key assumptions used in the estimate of fair value for each of its reporting units on the date of its interim and annual goodwill impairment test in 2020.

Annual goodwill impairment test

CenterPoint Energy and CERC completed their 20202023 annual goodwill impairment test asduring the third quarter of July 1, 20202023 and determined, based on an income approach or a weighted combination of income and market approaches, that no goodwill impairment charge was required for any reporting unit. The fair values of each reporting unit significantly exceeded the carrying value of the reporting unit.

Although no goodwill impairment resulted from the 20202023 annual test, an interim goodwill impairment test could be triggered by the following: actual earnings results that are materially lower than expected, significant adverse changes in the operating environment, an increase in the discount rate, changes in other key assumptions which require judgment and are forward looking in nature, if CenterPoint Energy’s market capitalization falls below book value for an extended period of time, or events affecting a reporting unit such as a contemplated disposal of all or part of a reporting unit.

Interim goodwill impairment test, excluding assets heldAssets Held for saleSale and Discontinued Operations

CenterPoint Energy and CERC performed an interim goodwill impairment test as of March 31, 2020. The fair value of each reporting unit was derived using an income approach or a weighted combination of income and market approaches. Based on the results of the test, CenterPoint Energy recorded a goodwill impairment loss of $185 million at its Indiana Electric reporting unit in the year ended December 31, 2020. CERC recorded no goodwill impairment charge in its continuing operations for the year ended December 31, 2020.

The fair values of each reporting unit exceeded the carrying value of the reporting unit, with the exception of CenterPoint Energy’s Indiana Electric reporting unit. As of March 31, 2020, immediately following the impairment loss recorded by CenterPoint Energy in the three months ended March 31, 2020, Indiana Electric reporting unit’s fair value approximated its carrying value, and the reporting unit had total goodwill of $936 million. The reporting unit is comprised entirely of businesses acquired in the Merger on February 1, 2019, when the carrying value of the acquired assets and liabilities were adjusted to fair value and as a result presented the greatest risk for impairment. The primary driver for the decline in fair value as of the March 31, 2020 interim goodwill impairment test date is an increase in discounts rates, or the weighted average cost of capital of market participants, on the rate regulated reporting units due in part to the decline in current macroeconomic conditions from July 1, 2019, the previous annual testing date at that time, to March 31, 2020.

An interim goodwill impairment test could be triggered and goodwill impairments recorded in future periods by CenterPoint Energy or CERC’s reporting units due to any of the following: CenterPoint Energy’s market capitalization falling below book value, adverse macroeconomic environment, turnover in key personnel, events affecting a reporting unit such as a contemplated disposal of all or part of a reporting unit, actual earnings results that are materially lower than expected,
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significant adverse changes in the operating or regulatory environment, or changes in discount rates or other key assumptions that require judgment and are forward looking in nature.

For further information, see Note 6 to the consolidated financial statements.

Assets held for sale and discontinued operations

Generally, a long-lived asset to be sold is classified as held for sale in the period in which management, with approval from the Board of Directors, as applicable, commits to a plan to sell, and a sale is expected to be completed within one year. The Registrants record assets and liabilities held for sale, or the disposal group, at the lower of their carrying value or their estimated fair value less cost to sell.If athe disposal group reflects a component of a reporting unit and meets the definition of a business, the goodwill within that reporting unit is allocated to the disposal group based on the relative fair value of the components representing a business that will be retained and disposed. Goodwill is not allocated to a portion of a reporting unit that does not meet the definition of a business.A disposal group that meets the held for sale criteria and also represents a strategic shift to the Registrant is also reflected as discontinued operations on the Statements of Consolidated Income, and prior periods are recast to reflect the earnings or losses from such businesses as income from discontinued operations, net of tax.

On February 3, 2020, CenterPoint Energy, through its subsidiary VUSI, entered into the Securities Purchase Agreement to sell the Infrastructure Services Disposal Group. In February 2020, certain assets and liabilities representing the Infrastructure Services Disposal Group met the held for sale criteria and represented all of the businesses within the reporting unit. In accordance with the Securities Purchase Agreement, VISCO was converted from a wholly-owned corporation to a limited liability company that was disregarded for federal income tax purposes immediately prior to the closing of the transaction resulting in the sale of membership units. The sale was considered an asset sale for tax purposes and closed on April 9, 2020.

On February 24, 2020, CenterPoint Energy, through its subsidiary CERC Corp., entered into the Equity Purchase Agreement to sell the Energy Services Disposal Group. This transaction did not include CEIP and its assets or MES. In February 2020, certain assets and liabilities representing the Energy Services Disposal Group met the criteria to be classified as held for sale and represented substantially all of the businesses within the reporting unit. In accordance with the Equity Purchase Agreement, CES was converted from a wholly-owned corporation to a limited liability company that was disregarded for federal income tax purposes immediately prior to the closing of the transaction resulting in the sale of membership units. The sale was considered an asset sale for tax purposes and closed on June 1, 2020.

CenterPoint Energy and CERC disclosed in the 2019 Form 10-K that an anticipated loss on held for sale of $80 million was expected in 2020 for the Energy Services Disposal Group. The primary driver for the increase in the actual loss on held for sale, including goodwill impairment, recorded by CenterPoint Energy and CERC in the year ended December 31, 2020 compared to the amounts previously anticipated is a result of an increase in portions of the derivative assets, net of derivative liabilities, excluded from the working capital adjustment within the Equity Purchase Agreement during the year ended December 31, 2020. In October 2020, CenterPoint Energy collected the full and final settlement of the working capital adjustment under the Equity Purchase Agreement, and no gains or losses on this transaction are expected in future periods.

For
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As described further information, seein Note 4 to the consolidated financial statements.statements, certain assets and liabilities of Energy Systems Group representing a business were disposed of on June 30, 2023. As a result of the held for sale criteria being met during the same period as the completion of the sale, goodwill attributable to Energy Systems Group of $134 million was reflected in the pre-tax loss on sale of $13 million based on the actual sale proceeds received at closing on June 30, 2023.

Equity Method InvestmentsAccounting for Securitization of Coal Generation Facility Retirements

Equity method investments are evaluatedAccounting guidance for impairment when factors indicaterate regulated long-lived asset abandonment requires that a decrease inthe carrying value of an investment has occurredoperating asset or an asset under construction is removed from property, plant and equipment when it becomes probable that the asset will be abandoned. The Registrants recognize either a loss on abandonment or regulatory asset when they concluded it is probable the cost will be recovered in future rates. The portion of property, plant and equipment that will remain used and useful until abandonment and recovered through depreciation expense in rates will continue to be classified as property, plant and equipment until the asset is abandoned. The Registrants evaluate if an adjustment to the estimated life of the asset and, accordingly, the rate of depreciation, is required to recover the asset while it is still providing service. Determining probability of abandonment or probability of recovery requires significant judgment on the part of management and includes, but is not limited to, consideration of testimony presented in regulatory hearings, proposed regulatory decisions, final regulatory orders and the carrying amountstrength or status of the investment may not be recoverable. An impairment loss, based on the excess of the carrying value over the best estimate of fair value of the investment, is recognized in earnings when an impairment is deemed to be other than temporary. Considerable judgment is used in determining if an impairment loss is other than temporary and the amount of any impairment. Based on the severity of the decline in Enable’s common unit price during the three months ended March 31, 2020 due to the macroeconomic conditions related in part to the COVID-19 pandemic, combined with Enable’s announcement on April 1, 2020 to reduce its quarterly distributions per common unit by 50%, and the market outlook indicating excess supply and continued depressed crude oil and natural gas prices impacting the midstream oil and gas industry, CenterPoint Energy determined, in connection with its preparation of its financial statementsapplications for the three months ended March 31, 2020, that an other than temporary decrease in the value of its investment in Enable had occurred. CenterPoint Energy wrote down the value of its investment in Enable to its estimated fair value of $848 million as of March 31, 2020 and recognized an impairment charge of $1,541 million during the year ended December 31, 2020. Both the income approach and market approach were utilized to estimate the fair value of CenterPoint Energy’s equity investment in Enable, which includes common units, general partner interest, and incentive distribution rights held by CenterPoint Energy through CNP Midstream. Key assumptions in the market approach include recent market transactions of comparable companies and EBITDA to total
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enterprise multiples for comparable companies. Due to volatility of the quoted price of Enable’s units, a volume weighted average price was used under the market approach to best approximate fair value at the measurement date. Key assumptions in the income approach include Enable’s forecasted cash distributions, projected cash flows of incentive distribution rights, forecasted growth rate of Enable’s cash distributions beyond 2020, and the discount rate used to determine the present value of the estimated future cash flows. A weighing of the different approaches was utilized to determine the estimated fair value of our investment in Enable. CenterPoint Energy based its assumptions on projected financial information that it believes is reasonable; however, actual results may differ materially from those projections.rehearing or state court appeals.

The determinationIn connection with the securitization financing of fair value consideredqualified costs in the second quarter of 2023 associated with the completed retirement of SIGECO’s A.B. Brown coal generation facilities, CenterPoint Energy evaluated the VIE consisting of the SIGECO Securitization Subsidiary, a numberwholly-owned, bankruptcy-remote, special purpose entity, for possible consolidation, including review of relevantqualitative factors including Enable’s common unit price and forecasted distributions, recent comparable transactionssuch as the power to direct the activities of the VIE and the limited float of Enable’s publicly traded common units. It is reasonably possible that the fair value of CenterPoint Energy’s investment in Enable will change in the near term dueobligation to one or moreabsorb losses of the following: actual Enable cash distribution is materially lower than expected, significant adverse changes in Enable’s operating environment, decline in Enable’s common unit price, increase in the discount rate, and changes in other key assumptions which require judgment and/or are forward looking in nature. Further declines in the fair value of Enable could result in additional impairments.VIE. CenterPoint Energy did not identify a decrease in valuehas the power to direct the significant activities of the VIE and is most closely associated with the VIE as compared to other interests held by the holders of the SIGECO Securitization Bonds. CenterPoint Energy is, therefore, considered the primary beneficiary and consolidated the VIE.

For purposes of reporting cash flows, the Registrants consider cash equivalents to be short-term, highly-liquid investments with maturities of three months or less from the date of purchase. Cash and cash equivalents held by the SIGECO Securitization Subsidiary solely to support servicing the SIGECO Securitization Bonds as of December 31, 2020, and no impairments in its investment in Enable were recorded during the three months ended December 31, 2020.2023 are reflected on CenterPoint Energy’s Consolidated Balance Sheet.

For further information, see Notes 11In connection with the issuance of the SIGECO Securitization Bonds, CenterPoint Energy was required to establish a restricted cash account to collateralize the SIGECO Securitization Bonds that were issued in the financing transaction. The restricted cash account is not available for withdrawal until the maturity of the SIGECO Securitization Bonds and 22 to the consolidated financial statements.is not included in cash and cash equivalents.

Acquisition Accounting

The Registrants evaluate acquisitions to determine when a set of acquired activities and assets represent a business. When control of a business is obtained, the Registrants apply the acquisition method of accounting and record the assets acquired, liabilities assumed and any non-controlling interest obtained based on fair value at the acquisition date.

The fair values of tangible and intangible assets and liabilities subject to rate-setting provisions and earning a regulated return generally approximate their carrying values. The fair value of assets acquired and liabilities assumed that are not subject to the rate-setting provisions, including identifiable intangibles, are determined using the income and market approach, which estimation methods may require the use of significant judgment and unobservable inputs, including projected timing and amount of future cash flows and discount rates reflecting risk inherent in the future market prices. Any excess of the purchase price over the fair value amounts assigned to assets and liabilities is recorded as goodwill. The results of operations of the acquired business are included in the Registrants’ respective Statements of Consolidated Income beginning on the date of the acquisition.

On the Merger Date, pursuant to the Merger Agreement, CenterPoint Energy consummated the Merger and acquired Vectren for approximately $6 billion in cash. The Merger is being accounted for in accordance with ASC 805, Business Combinations, with CenterPoint Energy as the accounting acquirer of Vectren. Identifiable assets acquired and liabilities assumed have been recorded at their estimated fair values on the Merger Date.

Vectren’s regulated operations, comprised of electric generation and electric and natural gas delivery services, are subject to the rate-setting authority of the FERC, the IURC and the PUCO, and are accounted for pursuant to U.S. generally accepted accounting principles for regulated operations. The rate-setting and cost-recovery provisions currently in place for Vectren’s regulated operations provide revenues designed to recover the cost of providing utility service and a return on and recovery of investment in rate base assets and liabilities. Thus, the fair values of Vectren’s tangible and intangible assets and liabilities subject to these rate-setting provisions approximate their carrying values. Accordingly, neither the assets nor liabilities acquired reflect any adjustments related to these amounts. The fair value of regulatory assets not earning a return have been determined using the income approach and include the use of significant judgment and unobservable inputs.

The fair value of Vectren’s assets acquired and liabilities assumed that are not subject to the rate-setting provisions, including identifiable intangibles, and the allocation of fair value to reporting units on the Merger Date was determined under the income approach using the multi-period excess earnings method, which is a specific discounted cash flow income approach, and for the measurement of certain assets and liabilities, the market approach was utilized. 

Fair value measurements require significant judgment and unobservable inputs, including (i) projected timing and amount of future cash flows, which factor in planned growth initiatives, (ii) the regulatory environment, as applicable, and (iii) discount rates reflecting risk inherent in the future market prices. Determining the discount rates for the non-rate regulated businesses required the estimation of the appropriate company specific risk premiums for those non-rate regulated businesses based on evaluation of industry and entity-specific risks, which included expectations about future market or economic conditions existing on the Merger Date. Changes in these assumptions could have a significant impact on the amount of the identified
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intangible assets and/or the resulting amount of goodwill assigned to each reporting unit. CenterPoint Energy utilized a third-party valuation specialist in determining the key assumptions used in the valuation of intangible assets acquired and the allocation of goodwill to each of its reporting units on the Merger Date.

For further information, see Note 4 to the consolidated financial statements.

Unbilled Revenues

Revenues related to electricity delivery and natural gas sales and services are generally recognized upon delivery to customers. However, the determination of deliveries to individual customers is based on the reading of their meters, which is performed on a systematic basis throughout the month either electronically through AMS meter communications or manual readings. At the end of each month, deliveries to non-AMS customers since the date of the last meter reading are estimated and the corresponding unbilled revenue is estimated. Information regarding deliveries to AMS customers after the last billing is obtained from actual AMS meter usage data. Unbilled electricity delivery revenue is estimated each month based on actual AMS meter data, daily supply volumes and applicable rates. Unbilled natural gas sales are estimated based on estimated purchased gas volumes, estimated lost and unaccounted for gas and tariffed rates in effect. As additional information becomes available, or actual amounts are determinable, the recorded estimates are revised. Consequently, operating results can be affected by revisions to prior accounting estimates.

Pension and Other Retirement Plans

CenterPoint Energy sponsors pension and other retirement plans in various forms covering all employees who meet eligibility requirements. CenterPoint Energy uses several statistical and other factors that attempt to anticipate future events in calculating the expense and liability related to its plans. These factors include assumptions about the discount rate, expected return on plan assets and rate of future compensation increases as estimated by management, within certain guidelines. In addition, CenterPoint Energy’s actuarial consultants use subjective factors such as withdrawal and mortality rates. The actuarial assumptions used may differ materially from actual results due to changing market and economic conditions, higher or lower withdrawal rates or longer or shorter life spans of participants. These differences may result in a significant impact to the
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amount of pension and other retirement plans expense recorded. Please read “— Other Significant Matters — Pension Plans” for further discussion.
 
NEW ACCOUNTING PRONOUNCEMENTS

See Note 2(u)2(t) to the consolidated financial statements, incorporated herein by reference, for a discussion of new accounting pronouncements that affect the Registrants.

OTHER SIGNIFICANT MATTERS

Pension Plans (CenterPoint Energy).  As discussed in Note 8(b) to the consolidated financial statements, CenterPoint Energy maintains non-contributory qualified defined benefit pension plans covering eligible employees. Employer contributions for the qualified plans are based on actuarial computations that establish the minimum contribution required under ERISA and the maximum deductible contribution for income tax purposes.
Under the terms of CenterPoint Energy’s pension plans, it reserves the right to change, modify or terminate the plan. CenterPoint Energy’s funding policy is to review amounts annually and contribute an amount at least equal to the minimum contribution required under ERISA.
Additionally, CenterPoint Energy maintains unfunded non-qualified benefit restoration plans that allowswhich allow participants to receive the benefits to which they would have been entitled under the non-contributory qualified pension plan except for the federally mandated limits on qualified plan benefits or on the level of compensation on which qualified plan benefits may be calculated.

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CenterPoint Energy’s funding requirements and employer contributions for the years ended December 31, 2020, 20192023, 2022 and 20182021 were as follows:
Year Ended December 31,
202020192018
Year Ended December 31,Year Ended December 31,
2023202320222021
CenterPoint EnergyCenterPoint Energy(in millions)CenterPoint Energy(in millions)
Minimum funding requirements for qualified pension plansMinimum funding requirements for qualified pension plans$76 $86 $60 
Employer contributions to the qualified pension plansEmployer contributions to the qualified pension plans76 86 60 
Employer contributions to the non-qualified benefit restoration plansEmployer contributions to the non-qualified benefit restoration plans10 23 

CenterPoint Energy expects to contribute a minimummake contributions of approximately $53$2 million and $7 million to the qualified pension plans and contributions aggregating approximately $8 million to the non-qualified benefit restoration plans in 2021.2024, respectively.

Changes in pension obligations and plan assets may not be immediately recognized as pension expense in CenterPoint Energy’s Statements of Consolidated Income, but generally are recognized in future years over the remaining average service period of plan participants. As such, significant portions of pension expense recorded in any period may not reflect the actual level of benefit payments provided to plan participants.
As the sponsor of a plan, CenterPoint Energy is required to (a) recognize on its Consolidated Balance Sheet an asset for the plan’s over-funded status or a liability for the plan’s under-funded status, (b) measure a plan’s assets and obligations as of the end of the fiscal year and (c) recognize changes in the funded status of the plans in the year that changes occur through adjustments to other comprehensive income and, when related to its rate-regulated utilities with recoverability of cost, to regulatory assets.

The projected benefit obligation for all defined benefit pension plans was $2.5$1.5 billion and $2.5$1.6 billion as of December 31, 20202023 and 2019,2022, respectively. This decrease was primarily due to increases in discount rates, as well as the impact of lump sum settlement payments.

In December 2022, the CenterPoint Energy pension plan completed an annuity lift-out, a transaction that provided for the purchase of an irrevocable group annuity contract to fund pension plan annuities of retirees from previously divested businesses, as part of a de-risking strategy. This annuity lift-out impacted 1,119 retirees and beneficiaries, as well as reduced $138 million in pension obligations and $136 million in plan assets which were transferred to an insurance company. The transfer of plan assets is considered to be a lump sum settlement payment that reduced CenterPoint Energy pension plan’s projected benefit obligation in 2022.
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As of December 31, 2020,2023, the projected benefit obligation exceeded the market value of plan assets of CenterPoint Energy’s pension plans by $372$344 million. Changes in interest rates or the market values of the securities held by the plan during 2021a year could materially, positively or negatively, change the funded status and affect the level of pension expense and required contributions.contributions at the next remeasurement.
Houston Electric and CERC participate in CenterPoint Energy’s qualified and non-qualified pension plans covering substantially all employees. Pension cost by Registrant were as follows:
Year Ended December 31,
202020192018
CenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERC
(in millions)
Pension cost$49 $19 $20 $93 $40 $35 $61 $25 $22 
Year Ended December 31,
202320222021
CenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERC
(in millions)
Pension cost$53 $27 $19 $172 $59 $88 $69 $34 $24 

The calculation of pension cost and related liabilities requires the use of assumptions. Changes in these assumptions can result in different expense and liability amounts, and future actual experience can differ from the assumptions. Two of the most critical assumptions are the expected long-term rate of return on plan assets and the assumed discount rate.
As of December 31, 2020,2023, CenterPoint Energy’s qualified pension plans had an expected long-term rate of return on plan assets of 5.00%6.50%, which is 0.75% lower than the 5.75%same as the 6.50% rate assumed as of December 31, 2019.2022. The expected rate of return assumption was developed using the targeted asset allocation of our plans and the expected return for each asset class. CenterPoint Energy regularly reviews its actual asset allocation and periodically rebalances plan assets to reduce volatility and better match plan assets and liabilities.
As of December 31, 2020,2023, the projected benefit obligation was calculated assuming a discount rate of 2.45%4.95%, which is 0.75%0.2% lower than the 3.20%5.15% discount rate assumed as of December 31, 2019.2022 attributed primarily to rising interest rates. The discount rate was determined by reviewing yields on high-quality bonds that receive one of the two highest ratings given by a recognized rating agency and the expected duration of pension obligations specific to the characteristics of CenterPoint Energy’s plans.
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CenterPoint Energy’s actuarially determined pension and other postemployment cost for 20202023 and 20192022 that is greater or less than the amounts being recovered through rates in the majority of Texas jurisdictions is deferred as a regulatory asset or liability, respectively.  Pension cost for 2021,2024, including the nonqualified benefit restoration plan, is estimated to be $32$51 million before applicable regulatory deferrals and capitalization, based on an expected return on plan assets of 5.00%6.50% and a discount rate of 2.45%4.95% as of December 31, 2020.2023. If the expected return assumption were lowered by 0.50% from 5.00%6.50% to 4.50%6.00%, 20212024 pension cost would increase by approximately $10$6 million.
As of December 31, 2020,2023, the pension plans projected benefit obligation, including the unfunded nonqualified pension plans, exceeded plan assets by $372$344 million.  If the discount rate were lowered by 0.50% from 2.45%4.95% to 1.95%4.45%, the assumption change would increase CenterPoint Energy’s projected benefit obligation by approximately $145$66 million and decrease its 20212024 pension cost by approximately $4$2 million. The expected reduction in pension cost due to the decrease in discount rate is a result of the expected correlation between the reduced interest rate and appreciation of fixed income assets in pension plans with significantly more fixed income instruments than equity instruments. In addition, the assumption change would impact CenterPoint Energy’s Consolidated Balance Sheets by increasing the regulatory asset recorded as of December 31, 20202023 by $124$57 million and would result in a charge to comprehensive income in 20202023 of $17$7 million, net of tax of $4$2 million, due to the increase in the projected benefit obligation.
Future changes in plan asset returns, assumed discount rates and various other factors related to the pension plans will impact CenterPoint Energy’s future pension expense and liabilities. CenterPoint Energy cannot predict with certainty what these factors will be in the future.

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Item 7A.     Quantitative and Qualitative Disclosures About Market Risk

Impact of Changes in Interest Rates, Equity Prices and Energy Commodity Prices

The Registrants are exposed to various market risks. These risks arise from transactions entered into in the normal course of business and are inherent in the Registrants’ consolidated financial statements. Most of the revenues and income from the Registrants’ business activities are affected by market risks. Categories of market risk include exposure to commodity prices through non-trading activities, interest rates and equity prices. A description of each market risk is set forth below:

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 (CenterPoint Energy).
Commodity price risk results from exposures to price volatilities of commodities, such as natural gas, NGLs and other energy commodities (CenterPoint Energy).

Management has established comprehensive risk management policies to monitor and manage these market risks.

Interest Rate Risk
 
As of December 31, 2020,2023, the Registrants had outstanding long-term debt and lease obligations and CenterPoint Energy had obligations under its ZENS that subject them to the risk of loss associated with movements in market interest rates.

CenterPoint Energy’s floating rate obligations aggregated $2.4$1.9 billion and $3.9$4.5 billion as of December 31, 20202023 and 2019,2022, respectively. If the floating interest rates were to increase by 10%100 basis points from December 31, 20202023 rates, CenterPoint Energy’s combined interest expense would increase by approximately $1$19 million annually. CenterPoint Energy has $350 million aggregate principal amount of floating rate notes maturing in 2024 that will be refinanced at current rates.

Houston Electric did not have any floating rate obligations as of either December 31, 20202023 or 2019.2022.

CERC’s floating rate obligations aggregated $347$484 million and $376 million$1.4 billion as of December 31, 20202023 and 2019,2022, respectively. If the floating interest rates were to increase by 10%100 basis points from December 31, 20202023 rates, CERC’s combined interest expense would increase by approximately $1$5 million annually. CERC has no floating rate notes maturing in 2024.

As of December 31, 20202023 and 2019,2022, CenterPoint Energy had outstanding fixed-rate debt (excluding indexed debt securities) aggregating $11.1$16.9 billion and $11.2$12.5 billion, respectively, in principal amount and having a fair value of $12.9$16.1 billion and $12.2$11.1 billion, respectively. Because these instruments are fixed-rate, they do not expose CenterPoint Energy to the risk of loss in earnings due to changes in market interest rates. However, the fair value of these instruments would increase by approximately $288$635 million if interest rates were to decline by 10% from their levels as of December 31, 2020.2023. CenterPoint Energy has $500 million of fixed-rate senior notes and $23 million of SIGECO first mortgage bonds maturing in 2024 that will be refinanced at current rates.

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As of December 31, 20202023 and 2019,2022, Houston Electric had outstanding fixed-rate debt aggregating $5.1$7.7 billion and $5.0$6.4 billion, respectively, in principal amount and having a fair value of approximately $6.0$7 billion and $5.5$5.6 billion, respectively. Because these instruments are fixed-rate, they do not expose Houston Electric to the risk of loss in earnings due to changes in market interest rates. However, the fair value of these instruments would increase by approximately $161$374 million if interest rates were to decline by 10% from their levels as of December 31, 2020.2023. Houston Electric has no fixed-rate general mortgage bonds maturing in 2024.

As of December 31, 20202023 and 2019,2022, CERC had outstanding fixed-rate debt aggregating $2.1$4.2 billion and $2.2$3.5 billion, respectively, in principal amount and having a fair value of $2.5$4.2 billion and $2.5$3.3 billion, respectively. Because these instruments are fixed-rate, they do not expose CERC to the risk of loss in earnings due to changes in market interest rates. However, the fair value of these instruments would increase by approximately $69$152 million if interest rates were to decline by 10% from their levels at December 31, 2020.2023. CERC has no fixed-rate senior notes maturing in 2024.

In general, such an increase in fair value would impact earnings and cash flows only if the Registrants were to reacquire all or a portion of these instruments in the open market prior to their maturity.

As discussed in Note 1211 to the consolidated financial statements, the ZENS obligation is bifurcated into a debt component and a derivative component. The debt component of $15$5 million at December 31, 20202023 was a fixed-rate obligation and, therefore, did not expose CenterPoint Energy to the risk of loss in earnings due to changes in market interest rates. However,
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the fair value of the debt component would increase by approximately $2$1 million if interest rates were to decline by 10% from levels at December 31, 2020.2023. Changes in the fair value of the derivative component, a $953$605 million recorded liability at December 31, 2020,2023, are recorded in CenterPoint Energy’s Statements of Consolidated Income and, therefore, it is exposed to changes in the fair value of the derivative component as a result of changes in the underlying risk-free interest rate. If the risk-free interest rate were to increase by 10% from December 31, 20202023 levels, the fair value of the derivative component liability would decrease by less thanapproximately $1 million, which would be recorded as an unrealized gain in CenterPoint Energy’s Statements of Consolidated Income.

As of December 31, 2020, the Enable Series A Preferred Units annual distribution rate was 10%. On February 18, 2021, five years after the issue date, the Enable Series A Preferred Units annual distribution rate changed to a percentage of the Stated Series A Liquidation Preference per Series A Preferred unit equal to the sum of (a) Three-Month LIBOR, as calculated on each applicable date of determination, and (b) 8.50%.

Equity Market Value Risk (CenterPoint Energy)

CenterPoint Energy is exposed to equity market value risk through its ownership of 10.2 million shares of AT&T Common, and 0.9 million shares of Charter Common and 2.5 million shares of WBD Common, which CenterPoint Energy holds to facilitate its ability to meet its obligations under the ZENS. See Note 1211 to the consolidated financial statements for a discussion of CenterPoint Energy’s ZENS obligation. Changes in the fair value of the ZENS-Related Securities held by CenterPoint Energy are expected to substantially offset changes in the fair value of the derivative component of the ZENS. A decrease of 10% from the December 31, 20202023 aggregate market value of these shares would result in a net loss of less than $1 million, which would be recorded as a loss on debt securities in CenterPoint Energy’s Statements of Consolidated Income.

Commodity Price Risk From Non-Trading Activities (CenterPoint Energy)

CenterPoint Energy’s regulated operations are exposed to commodity price risk during severe weather events such as hurricanes, tornadoes and severe winter weather conditions. Severe weather events can increase commodity prices related to natural gas, coal and purchased power, which may increase our costs of providing service, and those costs may not be recoverable in rates. Recovery of cost increases driven by rising commodity prices during severe weather events could be resisted by our regulators and our regulators might attempt to deny or defer timely recovery of those costs.

However, CenterPoint Energy’s regulated operations in Indiana have limited exposure to commodity price risk for transactions involving purchases and sales of natural gas, coal and purchased power for the benefit of retail customers due to current state regulations, which, subject to compliance with those regulations, allow for recovery of the cost of such purchases through natural gas and fuel cost adjustment mechanisms. CenterPoint Energy’s utility natural gas operations in Indiana have regulatory authority to lock in pricing for up to 50% of annual natural gas purchases using arrangements with an original term of up to 10 years. This authority has been utilized to secure fixed price natural gas using both physical purchases and financial derivatives. As of December 31, 2020,2023, the recorded fair value of non-trading energy derivative liabilitiesliability was $10$12 million for CenterPoint Energy’s utility natural gas operations in Indiana, which is offset by a regulatory asset.

Although CenterPoint Energy’s regulated operations are exposed to limited commodity price risk, naturalNatural gas and coal prices have other effects on working capital requirements, interest costs, and some level of price-sensitivity in volumes sold or delivered. Constructive regulatory orders, such as those authorizing lost margin recovery, other innovative rate designs and recovery of unaccounted for natural gas and other natural gas-related expenses, also mitigate the effect natural gas costs may have on CenterPoint Energy’s financial condition. In 2008, the PUCO approved an exit of the merchant function in CenterPoint Energy’s Ohio natural gas service territory, allowing Ohio customers to purchase substantially all natural gas directly from retail marketers rather than from CenterPoint Energy.
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Item 8.        Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors and Shareholders of
CenterPoint Energy, Inc.
Houston, Texas
Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of CenterPoint Energy, Inc. and subsidiaries (the "Company") as of December 31, 20202023 and 2019,2022, the related statements of consolidated income, comprehensive income, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2020,2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20202023 and 2019,2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020,2023, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020,2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 202120, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit MattersMatter

The critical audit mattersmatter communicated below are mattersis a matter arising from the current-period audit of the financial statements that werewas communicated or required to be communicated to the audit committee and that (1) relaterelates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit mattersmatter below, providing a separate opinionsopinion on the critical audit mattersmatter or on the accounts or disclosures to which they relate.
Goodwill — Refer to Note 6 to the financial statements
Critical Audit Matter Description
The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value. In its annual goodwill impairment test on July 1, 2020 (“measurement date”) and as triggering events are identified, the Company used the income approach and a market approach to estimate fair value of each reporting unit, which required management to make significant estimates and assumptions related to forecasts of future revenues and operating margins based on certain assumptions including (i) future capital expenditures and rate base growth, (ii) estimated future rate changes, (iii) discount rates, and (iv) long-term growth rates. Changes in these assumptions could have a significant impact on
88


the fair value of a reporting unit, the amount of any goodwill impairment charge, or both. The Company’s goodwill is $4.7 billion as of December 31, 2020.
In connection with the preparation of quarterly financial statements for the period ended March 31, 2020, the Company identified triggering events and performed an interim goodwill impairment analysis for each of their reporting units due to the macroeconomic conditions related in part to the COVID-19 pandemic and the resulting decrease in CenterPoint Energy’s enterprise market capitalization below book value from the decline in CenterPoint Energy’s common stock price. Pursuant to the analysis, the Company recorded a goodwill impairment of $185 million for a reporting unit, Indiana Electric, within the Electric reportable segment. No further impairments on goodwill associated with these conditions were recognized during the year ended December 31, 2020.
Given the significant assumptions used by management as noted above to estimate fair value, performing audit procedures to evaluate the reasonableness of these estimates and assumptions related to forecasts of future revenue and operating margin required a high degree of auditor judgment.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the assumptions used to forecast future revenue and operating margin used by management within the income approach included the following, among others:
We tested the effectiveness of controls over management’s goodwill impairment evaluation, including those over the determination of fair value, such as controls related to management’s forecasts of future cash flows and planned growth initiatives, the regulatory environment, discount rates, and long-term growth rates.

We evaluated the reasonableness of management’s forecasts by comparing the forecasts to:

Historical revenues, operating margins, capital expenditures, rate base growth, and rate changes.

Internal communications to management and the Board of Directors.

Forecasted information included in Company press releases as well as in analyst and industry reports for the Company and certain of its peer companies.

We compared future rate changes to the Company’s scheduled rate filings and the amount of capital expenditures for the regulated entities to communications with regulators including integrated resource plans.

We evaluated the impact of changes in management’s forecasts from the measurement date to December 31, 2020.

We involved our fair value specialists who assisted in:

Assessing the appropriateness of the valuation methodology used to determine the company specific risk premiums in calculating the discount rates.

Testing the determined discount rates by independently estimating a discount rate for each business using a process consistent with generally accepted valuation practices.

Evaluating the reasonableness of the long-term growth rate through a comparison to industry reports and peer companies.
Equity Method Investment Impairment — Refer to Notes 10 and 11 to the financial statements
Critical Audit Matter Description
The Company evaluates its equity method investment for impairment when factors indicate that a decrease in the value of its investment has occurred and the carrying amount of its investment may not be recoverable. An impairment loss, based on the excess of the carrying value over the estimate of fair value of the investment, is recognized in earnings when an impairment is deemed to be other than temporary. As of December 31, 2020, the Company holds an equity method investment, Enable Midstream Partners, LP (herein after referred to as “Enable”), with a recorded value of $782 million. During the three months ended March 31, 2020, the Company recognized an impairment of $1,541 million based on the severity of decline in Enable’s common unit price due to the macroeconomic conditions related in part to the COVID-19 pandemic, combined with Enable’s
89


announcement on April 1, 2020 that it would reduce its quarterly distributions per common unit by 50%, and the market outlook indicating excess supply and continued depressed crude oil and natural gas prices impacting the midstream oil and gas industry. No further impairment was recorded during the year ended December 31, 2020.
Given the significant assumptions used by management to estimate fair value including (i) recent market transactions of comparable companies and EBITDA to total enterprise multiples for comparable companies and the volume weighted average of the quoted price of Enable’s units, (ii) assumptions in the income approach including Enable’s forecasted cash distributions, forecasted growth rate of Enable’s cash distributions beyond 2020, and the determination of the cost of equity including market risk premiums, and (iii) the weighting of the different approaches, performing audit procedures to evaluate the reasonableness of these estimates and assumptions including the weighting percentages required a high degree of auditor judgment.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the assumptions used to calculate the recent market transactions of comparable companies and EBITDA to total enterprise value multiples for comparable companies, and the volume weighted average of the quoted price of Enable’s units used in the market approach to approximate fair value at the measurement date included the following, among others:
We tested the effectiveness of controls over management’s equity method investment impairment evaluation, including those over the determination of fair value, such as controls related to identifying comparable transactions, volume weighted average prices, and EBITDA multiples.

We involved our fair value specialists who assisted in:

Assessing the appropriateness of fair value calculated based on the volume weighted average price model through independently recalculating the value and assessing the time period for which the common unit trading price data was pulled.

Assessing the appropriateness of the valuation multiples used in market approach valuation methods through independent recalculation and comparison to selected guideline comparable companies and independently obtained EBITDA multiples.

Our audit procedures related to the assumptions used in the income approach including Enable’s forecasted cash distributions, forecasted growth rate of Enable’s cash distributions beyond 2020, and the determination of the cost of equity including market risk premiums included the following, among others:

We tested the effectiveness of controls over management’s equity method investment impairment evaluation, including controls related to assumptions utilized in the income approach for the determination of fair value.

We agreed the forecasted distributions and historical cash flows used in the income approach to publicly available information from Enable.

We involved our fair value specialists who assisted in:

Performing an analysis of the inflation, economic, and industry growth statistics to determine a range of acceptable forecasted growth rates of Enable’s cash distributions.

Independently calculating a cost of equity including market risk premiums using a process consistent with generally accepted valuation practices.
Our audit procedures related to the weighting of the different approaches included the following, among others:
We tested the effectiveness of controls over management’s equity method investment impairment evaluation, including those over the determination of the weighting of the income approach and market approach used to calculate the fair value of Enable.

We performed an inquiry with management to understand the rationale behind the weightings of the different approaches and compared the weightings to those utilized in previous fair value calculations for Enable.

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We involved our fair value specialists who assisted in evaluating the weighting based on the type of investment and availability of market data used in the valuation.relates.

Impact of Rate Regulation on the Financial Statements — Refer to Notes 2 andNote 7 to the financial statements

Critical Audit Matter Description

The Company through its regulated electric and gas subsidiaries is subject to rate regulation by the relevant state public utilityregulators and commissions in Texas byvarious jurisdictions (collectively, the Railroad Commission,“Commissions”) that have jurisdiction with respect to the rates of electric and the Federal Energy Regulatory Commission (collectively, “the Commissions”),gas transmission and distribution companies in certain municipalities in Texas served by the Company.those jurisdictions. Management has determined its regulated operations meet the requirements under accounting principles generally accepted in the United States of America to prepare its financial statements applying the specialized rules to account for the effects of cost-based rate regulation. AccountingThe impacts of accounting for the economics of rate regulation impacts multipleare pervasive to the financial statement line itemsstatements and disclosures, such as property, plant, and equipment, net; regulatory assets and liabilities; utility revenues and expenses; operation and maintenance expense; depreciation and amortization expense; and income tax expense.disclosures.

84


The Company’s rates are subject to regulatory rate-setting processes by certain municipalities and the Commissions. Rates are determined and approved in regulatory proceedings based on an analysis of the Company’s costs to provide utility service and a return on, and recovery of, the Company’s investment in the utility business. Regulatory decisions can have an impact on the recovery of costs, the rate of return earned on investment, and the timing and amount of assets to be recovered byin rates. The Commissions’ regulation of rates is premised on the full recovery of prudently incurred costs and a reasonable rate of return on invested capital. Decisions to be made by the Commissions in the future will impact the accounting for regulated operations, including decisions about the amount of allowable costs and return on invested capital included in rates and any refunds that may be required. While the Company has indicated it expects to recover costs from customers through regulated rates, there is a risk that the Commissions will not approve: (1) full recovery of the costs of providing utility service, or (2) full recovery of all amounts invested in the utility business and a reasonable return on that investment.

We identified the impact of rate regulation as a critical audit matter due to the significant judgments made by management to support its assertions about certain affected account balances and disclosures and the high degree of subjectivity involved in assessing the impact of future regulatory actions on the financial statements. ManagementManagement’s judgments include assessing the likelihood of (1) recovery in future rates of incurred costs, (2) a disallowance of capital investments made by the Company and (3) refunds to customers. Given that certain of management’s accounting judgments are based on assumptions about the outcome of future decisions by the Commissions, auditing these judgments required specialized knowledge of accounting for rate regulation and the rate setting process.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the potential uncertainty of future decisions by the Commissions included the following, among others:
We tested the effectiveness of management’s controls over the evaluation of the likelihood of (1) the recovery in future rates of costs incurred and deferred as regulatory assets, and (2) refund or future reductions in rates that should be reported as regulatory liabilities. We also tested the effectiveness of management’s controls over the initial recognition of amounts as regulatory assets or liabilities; and the monitoring and evaluation of regulatory developments that may affect the likelihood of recovering costs in future rates or of a future reduction in rates.

We evaluated the Company’s disclosures related to the impactseffects of rate regulation including theby testing certain recorded balances recorded and evaluating regulatory developments.

We read relevant regulatory orders issued by the Commissions, forregulatory statutes, filings made by the Company and other public utilities in the states the Company operates in, regulatory statutes, interpretations, procedural memorandums, filings made by intervenors, and other publicly availableexternal information. We evaluated relevant external information and compared it to certain recorded regulatory asset and liability balances for completeness.

For certain regulatory matters, we inspected the Company’s filings with the Commissions and the filings with the Commissions by intervenors to assess the likelihood of recovery in future rates or of a future reduction in rates based on precedents of the Commissions’ treatment of similar costs under similar circumstances. We evaluated the external information and compared to management’s recorded regulatory asset and liability balances for completeness.

For regulatory matters in process, we inspected the Company’s filings with the Commissions and the filings with the Commissions by intervenors that may impact the Company’s future rates, for any evidence that might contradict management’s assertions.
91



We evaluated management’s assertion that no indicators of impairment were identified in connection with the Company's property, plant, and equipment. We inspected the capital-projects budget and inquired of management to identify projects that are designed to replace assets that may be retired prior to the end of the useful life. We inspected minutes of the board of directors and regulatory orders and other filings with the Commissions to identify any evidence that may contradict management’s assertion regarding probability of a disallowance of long-lived assets.

We evaluated regulatory filings for any evidence that intervenors are challenging full recovery of the cost of any capital projects and inquired of management to assess whether capitalized costs are probable of disallowance.

We obtained an analysis from management and letters from internal and external legal counsel, as appropriate, regarding probability of recovery for regulatory assets or refund or future reduction in rates for regulatory liabilities not yet addressed in a regulatory order to assess management’s assertion that amounts are probable of recovery or a future reduction in rates.


/s/ DELOITTE & TOUCHE LLP

Houston, Texas
February 25, 2021 20, 2024

We have served as the Company’sCompany's auditor since 1932.

92



CENTERPOINT ENERGY, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED INCOME


 Year Ended December 31,
 202020192018
(in millions, except per share amounts)
Revenues:
Utility revenues$7,049 $7,202 $6,199 
Non-utility revenues369 362 78 
Total7,418 7,564 6,277 
Expenses:  
Utility natural gas, fuel and purchased power1,488 1,762 1,464 
Non-utility cost of revenues, including natural gas257 257 40 
Operation and maintenance2,744 2,775 2,271 
Depreciation and amortization1,189 1,225 1,230 
Taxes other than income taxes516 474 404 
Goodwill impairment185 
Total6,379 6,493 5,409 
Operating Income1,039 1,071 868 
Other Income (Expense): 
Gain (loss) on marketable securities49 282 (22)
Loss on indexed debt securities(60)(292)(232)
Interest expense and other finance charges(501)(528)(361)
Interest expense on Securitization Bonds(28)(39)(59)
Equity in earnings (loss) of unconsolidated affiliates, net(1,428)230 307 
Interest income17 24 
Interest income from Securitization Bonds
Other income, net60 28 22 
Total(1,904)(297)(317)
Income (Loss) from Continuing Operations Before Income Taxes(865)774 551 
Income tax expense (benefit)(274)92 155 
Income (Loss) from Continuing Operations(591)682 396 
Income (Loss) from Discontinued Operations (net of tax expense (benefit) of $21, $46, and $(9), respectively)(182)109 (28)
Net Income (Loss)(773)791 368 
Income allocated to preferred shareholders176 117 35 
Income (Loss) Available to Common Shareholders$(949)$674 $333 
Basic earnings (loss) per common share - continuing operations$(1.45)$1.12 $0.80 
Basic earnings (loss) per common share - discontinued operations(0.34)0.22 (0.06)
Basic Earnings (Loss) Per Common Share$(1.79)$1.34 $0.74 
Diluted earnings (loss) per common share - continuing operations$(1.45)$1.12 $0.80 
Diluted earnings (loss) per common share - discontinued operations(0.34)0.21 (0.06)
Diluted Earnings (Loss) Per Common Share$(1.79)$1.33 $0.74 
Weighted Average Common Shares Outstanding, Basic531 502 449 
Weighted Average Common Shares Outstanding, Diluted531 505 452 

See Combined Notes to Consolidated Financial Statements
9385


CENTERPOINT ENERGY, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED INCOME


 Year Ended December 31,
 202320222021
(in millions, except per share amounts)
Revenues:
Utility revenues$8,524 $9,018 $8,042 
Non-utility revenues172 303 310 
Total8,696 9,321 8,352 
Expenses:  
Utility natural gas, fuel and purchased power2,061 2,887 2,127 
Non-utility cost of revenues, including natural gas99 204 208 
Operation and maintenance2,850 2,833 2,810 
Depreciation and amortization1,401 1,288 1,316 
Taxes other than income taxes525 543 528 
Total6,936 7,755 6,989 
Operating Income1,760 1,566 1,363 
Other Income (Expense): 
Gain (loss) on equity securities31 (227)(172)
Gain (loss) on indexed debt securities(27)325 50 
Gain (loss) on sale(13)303 
Interest expense and other finance charges(684)(511)(508)
Interest expense on Securitization Bonds(17)(13)(21)
Other income (expense), net37 (26)58 
Total(673)(149)(585)
Income from Continuing Operations Before Income Taxes1,087 1,417 778 
Income tax expense170 360 110 
Income from Continuing Operations917 1,057 668 
Income from Discontinued Operations (net of tax expense of $-0-, $-0-, and $201, respectively)— — 818 
Net Income917 1,057 1,486 
Income allocated to preferred shareholders50 49 95 
Income Available to Common Shareholders$867 $1,008 $1,391 
Basic earnings per common share - continuing operations$1.37 $1.60 $0.97 
Basic earnings per common share - discontinued operations— — 1.38 
Basic Earnings Per Common Share$1.37 $1.60 $2.35 
Diluted earnings per common share - continuing operations$1.37 $1.59 $0.94 
Diluted earnings per common share - discontinued operations— — 1.34 
Diluted Earnings Per Common Share$1.37 $1.59 $2.28 
Weighted Average Common Shares Outstanding, Basic631 629 593 
Weighted Average Common Shares Outstanding, Diluted633 632 610 

See Combined Notes to Consolidated Financial Statements
86


CENTERPOINT ENERGY, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME
 Year Ended December 31,
 202020192018
 (in millions)
Net Income (Loss)$(773)$791 $368 
Other comprehensive income (loss): 
Adjustment to pension and other postemployment plans (net of tax expense (benefit) of $-0-, $4 and $(2), respectively)(5)12 (10)
Net deferred gain (loss) from cash flow hedges (net of tax expense (benefit) of $-0-, $(1) and $(4), respectively)(2)(15)
Reclassification of deferred loss from cash flow hedges realized in net income (net of tax expense of $-0-, $-0- and $-0-, respectively)
Reclassification of net deferred losses from cash flow hedges (net of tax of $4, $-0-, and $-0-, respectively)15 
Other comprehensive loss from unconsolidated affiliates (net of tax of $-0-, $-0-, and $-0-, respectively)(2)(1)
Total10 (25)
Comprehensive income (loss)(765)801 343
Income allocated to preferred shareholders176 117 35 
Comprehensive income (loss) available to common shareholders$(941)$684 $308 
 Year Ended December 31,
202320222021
 (in millions)
Net Income$917 $1,057 $1,486 
Other comprehensive income (loss): 
Adjustment to pension and other postemployment plans (net of tax expense (benefit) of ($1), $2 and $7, respectively)(5)32 21 
Net deferred gain from cash flow hedges (net of tax benefit of $-0-, $-0- and $-0-, respectively)— — 
Reclassification of deferred loss from cash flow hedges realized in net income (net of tax expense of $-0-, $-0- and $-0-, respectively)— 
Other comprehensive income (loss) from unconsolidated affiliates (net of tax of $-0-, $-0-, and $-0-, respectively)— — 
Total(4)33 26 
Comprehensive income913 1,090 $1,512 
Income allocated to preferred shareholders50 49 95 
Comprehensive income available to common shareholders$863 $1,041 $1,417 

See Combined Notes to Consolidated Financial Statements

9487


CENTERPOINT ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS


 December 31,
2020
December 31,
2019
 (in millions)
ASSETS 
Current Assets: 
Cash and cash equivalents ($139 and $216 related to VIEs, respectively)$147 $241 
Investment in marketable securities871 822 
Accounts receivable ($23 and $26 related to VIEs, respectively), less allowance for credit losses of $52 and $21, respectively676 702 
Accrued unbilled revenues, less allowance for credit losses of $5 and $-0-, respectively505 469 
Natural gas and coal inventory203 209 
Materials and supplies297 263 
Taxes receivable82 106 
Current assets held for sale1,002 
Prepaid expense and other current assets ($15 and $19 related to VIEs, respectively)139 123 
Total current assets2,920 3,937 
Property, Plant and Equipment, net22,362 20,624 
Other Assets:  
Goodwill4,697 4,882 
Regulatory assets ($633 and $788 related to VIEs, respectively)2,094 2,117 
Investment in unconsolidated affiliates783 2,408 
Preferred units - unconsolidated affiliate363 363 
Non-current assets held for sale962 
Other252 236 
Total other assets8,189 10,968 
Total Assets$33,471 $35,529 
 December 31,
2023
December 31,
2022
 (in millions)
ASSETS 
Current Assets: 
Cash and cash equivalents ($90 and $75 related to VIEs, respectively)$90 $74 
Investment in equity securities541 510 
Accounts receivable ($21 and $22 related to VIEs, respectively), less allowance for credit losses of $27 and $38, respectively710 889 
Accrued unbilled revenues ($2 and $-0- related to VIEs, respectively), less allowance for credit losses of $2 and $4, respectively516 764 
Natural gas and coal inventory197 241 
Materials and supplies573 635 
Non-trading derivative assets— 10 
Taxes receivable94 20 
Regulatory assets161 1,385 
Prepaid expenses and other current assets ($15 and $13 related to VIEs, respectively)145 171 
Total current assets3,027 4,699 
Property, Plant and Equipment:
Property, plant and equipment40,396 37,728 
Less: accumulated depreciation and amortization10,543 10,585 
Property, plant and equipment, net29,853 27,143 
Other Assets:  
Goodwill4,160 4,294 
Regulatory assets ($402 and $229 related to VIEs, respectively)2,513 2,193 
Non-trading derivative assets— 
Other non-current assets162 215 
Total other assets6,835 6,704 
Total Assets$39,715 $38,546 

See Combined Notes to Consolidated Financial Statements
9588


CENTERPOINT ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS, cont.

December 31,
2020
December 31,
2019
December 31,
2023
December 31,
2022
(in millions, except par value
and shares)
(in millions, except par value
 and shares)
LIABILITIES AND SHAREHOLDERS’ EQUITYLIABILITIES AND SHAREHOLDERS’ EQUITY  LIABILITIES AND SHAREHOLDERS’ EQUITY  
Current Liabilities:Current Liabilities:  Current Liabilities:  
Short-term borrowingsShort-term borrowings$24 $
Current portion of VIE Securitization Bonds long-term debtCurrent portion of VIE Securitization Bonds long-term debt211 231 
Indexed debt, netIndexed debt, net15 19 
Current portion of other long-term debtCurrent portion of other long-term debt1,669 618 
Indexed debt securities derivativeIndexed debt securities derivative953 893 
Accounts payableAccounts payable853 884 
Taxes accruedTaxes accrued265 239 
Taxes accrued
Taxes accrued
Interest accruedInterest accrued145 158 
Dividends accruedDividends accrued136 
Customer depositsCustomer deposits119 124 
Non-trading derivative liabilitiesNon-trading derivative liabilities
Current liabilities held for sale455 
Other
Other
OtherOther432 350 
Total current liabilitiesTotal current liabilities4,825 3,978 
Other Liabilities:Other Liabilities:  Other Liabilities:  
Deferred income taxes, netDeferred income taxes, net3,603 3,928 
Non-trading derivative liabilitiesNon-trading derivative liabilities27 15 
Benefit obligationsBenefit obligations680 750 
Regulatory liabilitiesRegulatory liabilities3,448 3,474 
Non-current liabilities held for sale43 
Other
Other
OtherOther1,019 738 
Total other liabilitiesTotal other liabilities8,777 8,948 
Long-term Debt:  
Long-term Debt, net:Long-term Debt, net:  
VIE Securitization Bonds, netVIE Securitization Bonds, net536 746 
Other long-term debt, netOther long-term debt, net10,985 13,498 
Total long-term debt, netTotal long-term debt, net11,521 14,244 
Commitments and Contingencies (Note 16) 00
Commitments and Contingencies (Note 15) Commitments and Contingencies (Note 15)
Temporary Equity (Note 12)
Shareholders’ Equity:Shareholders’ Equity:
Cumulative preferred stock, $0.01 par value, 20,000,000 shares authorized00
Series A Preferred Stock, $0.01 par value, $800 aggregate liquidation preference, 800,000 shares outstanding790 790 
Series B Preferred Stock, $0.01 par value, $977 aggregate liquidation preference, 977,400 shares outstanding950 950 
Series C Preferred Stock, $0.01 par value, $625 aggregate liquidation preference, 625,000 shares outstanding623 
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 551,355,861 shares and 502,242,061 shares outstanding, respectively
Cumulative preferred stock, $0.01 par value, 20,000,000 shares authorized, no shares and 800,000 shares outstanding, respectively, $-0- and $800 liquidation preference, respectively (Note 12)
Cumulative preferred stock, $0.01 par value, 20,000,000 shares authorized, no shares and 800,000 shares outstanding, respectively, $-0- and $800 liquidation preference, respectively (Note 12)
Cumulative preferred stock, $0.01 par value, 20,000,000 shares authorized, no shares and 800,000 shares outstanding, respectively, $-0- and $800 liquidation preference, respectively (Note 12)
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 631,225,829 shares and 629,535,631 shares outstanding, respectively
Additional paid-in capitalAdditional paid-in capital6,914 6,080 
Retained earnings (accumulated deficit)(845)632 
Retained earnings
Accumulated other comprehensive lossAccumulated other comprehensive loss(90)(98)
Total shareholders’ equityTotal shareholders’ equity8,348 8,359 
Total Liabilities and Shareholders’ EquityTotal Liabilities and Shareholders’ Equity$33,471 $35,529 

See Combined Notes to Consolidated Financial Statements
9689


CENTERPOINT ENERGY, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS

 Year Ended December 31,
 202020192018
 (in millions)
Cash Flows from Operating Activities: 
Net income$(773)$791 $368 
Adjustments to reconcile net income to net cash provided by operating activities: 
Depreciation and amortization1,189 1,225 1,230 
Depreciation and amortization on assets held for sale62 13 
Amortization of deferred financing costs28 29 48 
Deferred income taxes(429)69 48 
Amortization of intangible assets in Non-utility cost of revenues24 
Goodwill impairment and loss from reclassification to held for sale175 48 
Goodwill impairment185 
Loss on early extinguishment of debt
Unrealized loss (gain) on marketable securities(49)(282)22 
Loss (gain) on indexed debt securities60 292 232 
Write-down of natural gas inventory
Equity in earnings of unconsolidated affiliates1,428 (230)(307)
Distributions from unconsolidated affiliates113 261 267 
Pension contributions(86)(109)(69)
Changes in other assets and liabilities, excluding acquisitions:   
Accounts receivable and unbilled revenues, net90 226 (154)
Inventory(52)
Taxes receivable24 (106)
Accounts payable(455)220 
Fuel cost recovery(21)92 33 
Non-trading derivatives, net(64)103 
Margin deposits, net72 (56)
Interest and taxes accrued24 54 40 
Net regulatory assets and liabilities(86)(114)28 
Other current assets(20)(22)
Other current liabilities28 (107)(24)
Other assets12 103 
Other liabilities13 (54)12 
Other, net12 
Net cash provided by operating activities1,995 1,638 2,136 
Cash Flows from Investing Activities:   
Capital expenditures(2,596)(2,506)(1,651)
Acquisitions, net of cash acquired(5,991)
Distributions from unconsolidated affiliates in excess of cumulative earnings80 42 30 
Proceeds from sale of marketable securities398 
Proceeds from divestitures (Note 4)1,215 
Proceeds for sale of assets
Purchase of investments(6)
Other, net36 35 16 
Net cash used in investing activities(1,265)(8,421)(1,207)
Cash Flows from Financing Activities:   
Decrease in short-term borrowings, net(39)
Borrowings from revolving credit facilities1,050 135 
Repayments of revolving credit facilities(1,050)(135)
Proceeds from (payments of) commercial paper, net(761)1,891 (1,543)
Proceeds from long-term debt799 2,916 2,495 
Payments of long-term debt(1,724)(1,302)(484)
Payment of debt issuance costs(8)(20)(47)
Payment of dividends on Common Stock(392)(577)(499)
Payment of dividends on preferred stock(137)(118)(11)
Proceeds from issuance of Common Stock, net672 1,844 
Proceeds from issuance of preferred stock, net723 1,740 
Distribution to ZENS holders(398)
Other, net(6)(14)(5)
Net cash provided by (used in) financing activities(834)2,776 3,053 
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash(104)(4,007)3,982 
Cash, Cash Equivalents and Restricted Cash at Beginning of Year271 4,278 296 
Cash, Cash Equivalents and Restricted Cash at End of Year$167 $271 $4,278 
 Year Ended December 31,

202320222021
 (in millions)
Cash Flows from Operating Activities: 
Net income$917 $1,057 $1,486 
Adjustments to reconcile net income to net cash provided by operating activities: 
Depreciation and amortization1,401 1,288 1,316 
Deferred income taxes31 20 213 
Loss (gain) on divestitures13 (303)(681)
Loss (gain) on equity securities(31)227 172 
Loss (gain) on indexed debt securities27 (325)(50)
Equity in earnings of unconsolidated affiliates— — (339)
Distributions from unconsolidated affiliates— — 155 
Pension contributions(32)(35)(61)
Changes in other assets and liabilities:   
Accounts receivable and unbilled revenues, net423 (461)(98)
Inventory167 (259)(140)
Taxes receivable(74)(19)81 
Accounts payable(302)203 175 
Net regulatory assets and liabilities1,043 234 (2,295)
Other current assets and liabilities162 (5)56 
Other non-current assets and liabilities72 109 (53)
Other operating activities, net60 79 85 
Net cash provided by operating activities3,877 1,810 22 
Cash Flows from Investing Activities:   
Capital expenditures(4,401)(4,419)(3,164)
Transaction costs related to Enable Merger (Note 4)— — (49)
Cash received related to Enable Merger— — 
Proceeds from sale of equity securities, net of transaction costs— 702 1,320 
Proceeds from divestitures (Note 4)144 2,075 22 
Other investing activities, net24 14 15 
Net cash used in investing activities(4,233)(1,628)(1,851)
Cash Flows from Financing Activities:   
Increase (decrease) in short-term borrowings, net(10)452 (27)
Payment of obligation for finance lease— (485)(179)
Proceeds from (payments of) commercial paper, net(1,055)(74)1,132 
Proceeds from long-term debt and term loans6,044 2,089 4,493 
Payments of long-term debt and term loans, including make-whole premiums(3,190)(1,795)(2,968)
Payment of debt issuance costs(55)(36)(38)
Payment of dividends on Common Stock(485)(440)(385)
Payment of dividends on Preferred Stock(50)(49)(107)
Redemption of Series A Preferred Stock(800)— — 
Other financing activities, net(25)(7)(5)
Net cash provided by (used in) financing activities374 (345)1,916 
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash18 (163)87 
Cash, Cash Equivalents and Restricted Cash at Beginning of Year91 254 167 
Cash, Cash Equivalents and Restricted Cash at End of Year$109 $91 $254 

See Combined Notes to Consolidated Financial Statements
9790


CENTERPOINT ENERGY, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CHANGES IN EQUITY

 
202020192018 202320222021
SharesAmountSharesAmountSharesAmount SharesAmountSharesAmountSharesAmount
(in millions of dollars and shares, except authorized shares and per share amounts) (in millions of dollars and shares, except authorized shares and per share amounts)
Cumulative Preferred Stock, $0.01 par value; authorized 20,000,000 sharesCumulative Preferred Stock, $0.01 par value; authorized 20,000,000 shares
Balance, beginning of yearBalance, beginning of year$1,740 $1,740 $
Issuances of Series A Preferred Stock790 
Issuances of Series B Preferred Stock950 
Issuances of Series C Preferred Stock, net of issuance costs723 
Balance, beginning of year
Balance, beginning of year
Conversion of Series B Preferred Stock and Series C Preferred StockConversion of Series B Preferred Stock and Series C Preferred Stock(100)
Conversion of Series B Preferred Stock and Series C Preferred Stock
Conversion of Series B Preferred Stock and Series C Preferred Stock
Redemption of Series A Preferred Stock
Balance, end of yearBalance, end of year2,363 1,740 1,740 
Common Stock, $0.01 par value; authorized 1,000,000,000 sharesCommon Stock, $0.01 par value; authorized 1,000,000,000 shares      Common Stock, $0.01 par value; authorized 1,000,000,000 shares  
Balance, beginning of yearBalance, beginning of year502 501 431 
Issuances related to benefit and investment plansIssuances related to benefit and investment plans
Issuances of Common StockIssuances of Common Stock48 70 
Balance, end of yearBalance, end of year551 502 501 
Additional Paid-in-CapitalAdditional Paid-in-Capital  
Balance, beginning of yearBalance, beginning of year6,080  6,072 4,209 
Balance, beginning of year
Balance, beginning of year
Issuances related to benefit and investment plansIssuances related to benefit and investment plans30  19 
Issuances of Common Stock, net of issuance costsIssuances of Common Stock, net of issuance costs672  1,844 
Conversion of Series B Preferred Stock and Series C Preferred StockConversion of Series B Preferred Stock and Series C Preferred Stock100 
Recognition of beneficial conversion feature32 
Balance, end of year
Balance, end of year
Balance, end of yearBalance, end of year6,914  6,080 6,072 
Retained Earnings (Accumulated Deficit)Retained Earnings (Accumulated Deficit)    Retained Earnings (Accumulated Deficit)    
Balance, beginning of yearBalance, beginning of year632  349 543 
Net income (loss)Net income (loss)(773) 791 368 
Common Stock dividends declared (see Note 13)(480) (433)(523)
Series A Preferred Stock dividends declared (see Note 13)(73)(24)(26)
Series B Preferred Stock dividends declared (see Note 13)(85)(51)(28)
Series C Preferred Stock dividends declared (see Note 13)(27)
Amortization of beneficial conversion feature(32)
Adoption of ASU 2016-13(7)
Common Stock dividends declared (see Note 12)
Series A Preferred Stock dividends declared (see Note 12)
Series B Preferred Stock dividends declared (see Note 12)
Adoption of ASU 2018-0215 
Balance, end of year
Balance, end of year
Balance, end of yearBalance, end of year(845) 632 349 
Accumulated Other Comprehensive LossAccumulated Other Comprehensive Loss    Accumulated Other Comprehensive Loss    
Balance, beginning of yearBalance, beginning of year(98) (108)(68)
Other comprehensive income (loss) 10 (25)
Adoption of ASU 2018-02(15)
Other comprehensive income
Balance, end of year
Balance, end of year
Balance, end of yearBalance, end of year(90) (98)(108)
Total Shareholders’ EquityTotal Shareholders’ Equity$8,348  $8,359 $8,058 
 
See Combined Notes to Consolidated Financial Statements
9891


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Member of
CenterPoint Energy Houston Electric, LLC
Houston, Texas
Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of CenterPoint Energy Houston Electric, LLC and subsidiaries (the "Company", an(an indirect wholly ownedwholly-owned subsidiary of CenterPoint Energy, Inc.) (the "Company") as of December 31, 20202023 and 2019,2022, the related statements of consolidated income, comprehensive income, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2020,2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20202023 and 2019,2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020,2023, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to those charged with governancethe audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinionsopinion on the critical audit matter or on the accounts or disclosures to which it relates.

Impact of Rate Regulation on the Financial Statements — Refer to Note 2 and 7 to the financial statements

Critical Audit Matter Description

The Company is subject to rate regulation primarily by the Public Utility Commission of Texas (“PUCT”), which has jurisdiction with respect to the rates charged byof electric transmission and distribution companies in Texas. Management has determined it meets the requirements under accounting principles generally accepted in the United States of America to prepare its financial statements applying the specialized rules to account for the effects of cost-based rate regulation. AccountingThe impacts of accounting for the economics of rate regulation impacts multipleare pervasive to the financial statement line itemsstatements and disclosures, such as property, plant, and equipment, net; regulatory assets and liabilities; utility revenues; operation and maintenance expense; depreciation and amortization expense; and income tax expense.disclosures.

The Company’s rates are subject to regulatory rate-setting processes by the PUCT. Rates are determined and approved in regulatory proceedings based on an analysis of the Company’s costs to provide utility service and a return on, and recovery of, the Company’s investment in the utility business. Regulatory decisions can have an impact on the recovery of costs, the rate of return earned on investment, and the timing and amount of assets to be recovered byin rates. The PUCT’s regulation of rates is
92


premised on the full recovery of prudently incurred costs and a reasonable rate of return on invested capital. Decisions to be made by the PUCT in the future will impact the accounting for regulated operations, including decisions about the amount of allowable costs and return on invested capital included in rates and any refunds that may be required. While the Company has indicated it expects to recover costs
99


from customers through regulated rates, there is a risk that the CommissionPUCT will not approve: (1) full recovery of the costs of providing utility service, or (2) full recovery of all amounts invested in the utility business and a reasonable return on that investment.

We identified the impact of rate regulation as a critical audit matter due to the significant judgments made by management to support its assertions about certain affected account balances and disclosures and the high degree of subjectivity involved in assessing the impact of future regulatory actions on the financial statements. ManagementManagement’s judgments include assessing the likelihood of (1) recovery in future rates of incurred costs, (2) a disallowance of capital of investments made by the Company, and (3) refunds to customers. Given that certain of management’s accounting judgments are based on assumptions about the outcome of future decisions by the PUCT, auditing these judgments required specialized knowledge of accounting for rate regulation and the rate setting process.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the potential uncertainty of future decisions by the PUCT included the following, among others:
We tested the effectiveness of management’s controls over the evaluation of the likelihood of (1) the recovery in future rates of costs incurred and deferred as regulatory assets, and (2) refunds or future reductions in rates that should be reported as regulatory liabilities. We also tested the effectiveness of management’s controls over the initial recognition of amounts as regulatory assets or liabilities; and the monitoring and evaluation of regulatory developments that may affect the likelihood of recovering costs in future rates or of a future reduction in rates.

We evaluated the Company’s disclosures related to the impactseffects of rate regulation including theby testing certain recorded balances recorded and evaluating regulatory developments.

We read relevant regulatory orders issued by the PUCT, forregulatory statutes, filings made by the Company and other public utilities in Texas, regulatory statutes, interpretations, procedural memorandums, filings made by intervenors, and other publicly availableexternal information. We evaluated relevant external information and compared it to certain recorded regulatory asset and liability balances for completeness.

For certain regulatory matters, we inspected the Company’s filings with the Commissions and the filings with the PUCT by intervenors to assess the likelihood of recovery in future rates or of a future reduction in rates based on precedents of the PUCT’s treatment of similar costs under similar circumstances. We evaluated the external information and compared to management’s recorded regulatory asset and liability balances for completeness.

For regulatory matters in process, we inspected the Company’s filings with the PUCT and the filings with the PUCT by intervenors that may impact the Company’s future rates, for any evidence that might contradict management’s assertions.

We evaluated management’s assertion that no indicators of impairment were identified in connection with the Company's property, plant, and equipment. We inspected the capital-projects budget and construction-in-process listings and inquired of management to identify projects that are designed to replace assets that may be retired prior to the end of the useful life. We inspected minutes of the board of directors and regulatory orders and other filings with the PUCT to identify any evidence that may contradict management’s assertion regarding probability of a disallowance of long-lived assets.

We evaluated regulatory filings for any evidence that intervenors are challenging full recovery of the cost of any capital projects and inquired of management to assess whether capitalized costs are probable of disallowance.

We obtained an analysis from management and letters from internal and external legal counsel, as appropriate, regarding probability of recovery for regulatory assets or refund or future reduction in rates for regulatory liabilities not yet addressed in a regulatory order to assess management’s assertion that amounts are probable of recovery or a future reduction in rates.


/s/ DELOITTE & TOUCHE LLP

Houston, Texas
February 25, 202120, 2024

We have served as the Company’sCompany's auditor since 1932.
10093


CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC AND SUBSIDIARIES
(An Indirect, Wholly-Owned Subsidiary of CenterPoint Energy, Inc.)

STATEMENTS OF CONSOLIDATED INCOME


Year Ended December 31, Year Ended December 31,
202020192018 202320222021
(in millions) (in millions)
RevenuesRevenues$2,911 $2,990 $3,234 
Expenses:
Expenses:
Expenses:Expenses:     
Operation and maintenanceOperation and maintenance1,523 1,477 1,452 
Depreciation and amortizationDepreciation and amortization560 648 917 
Taxes other than income taxesTaxes other than income taxes252 247 240 
TotalTotal2,335 2,372 2,609 
Operating IncomeOperating Income576 618 625 
Other Income (Expense):Other Income (Expense):   
Other Income (Expense):
Other Income (Expense):  
Interest expense and other finance chargesInterest expense and other finance charges(171)(164)(138)
Interest expense on Securitization BondsInterest expense on Securitization Bonds(28)(39)(59)
Interest income22 
Interest income from Securitization Bonds
Other, net(6)(8)
Other income, net
Other income, net
Other income, net
TotalTotal(189)(182)(200)
Income Before Income TaxesIncome Before Income Taxes387 436 425 
Income tax expenseIncome tax expense53 80 89 
Net IncomeNet Income$334 $356 $336 

See Combined Notes to Consolidated Financial Statements

101


CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC AND SUBSIDIARIES
(An Indirect, Wholly-Owned Subsidiary of CenterPoint Energy, Inc.)

STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME


 Year Ended December 31,
 202020192018
 (in millions)
Net income$334 $356 $336 
Other comprehensive income (loss):
Net deferred loss from cash flow hedges (net of tax expense (benefit) of $-0-, $-0-, and $(4), respectively)(1)(14)
Reclassification of net deferred losses from cash flow hedges (net of tax of $4, $-0-, and $-0-, respectively)15 
Other comprehensive income (loss)15 (1)(14)
Comprehensive income$349 $355 $322 

See Combined Notes to Consolidated Financial Statements

10294


CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC AND SUBSIDIARIES
(An Indirect, Wholly-Owned Subsidiary of CenterPoint Energy, Inc.)

CONSOLIDATED BALANCE SHEETS
December 31, 2020December 31, 2019December 31, 2023December 31, 2022
(in millions) (in millions)
ASSETSASSETS ASSETS 
Current Assets:Current Assets: Current Assets: 
Cash and cash equivalents ($139 and $216 related to VIEs, respectively)$139 $216 
Accounts and notes receivable, net ($23 and $26 related to VIEs, respectively), less allowance for credit losses of $1 and $1, respectively268 238 
Cash and cash equivalents ($76 and $75 related to VIEs, respectively)
Accounts and notes receivable, net ($19 and $22 related to VIEs, respectively), less allowance for credit losses of $1 and $1, respectively
Accounts and notes receivable—affiliated companiesAccounts and notes receivable—affiliated companies523 
Accrued unbilled revenuesAccrued unbilled revenues113 117 
Materials and suppliesMaterials and supplies195 147 
Taxes receivable
Taxes receivable
Taxes receivable
Prepaid expenses and other current assets ($15 and $19 related to VIEs, respectively)47 49 
Prepaid expenses and other current assets ($13 and $13 related to VIEs, respectively)
Prepaid expenses and other current assets ($13 and $13 related to VIEs, respectively)
Prepaid expenses and other current assets ($13 and $13 related to VIEs, respectively)
Total current assetsTotal current assets769 1,290 
Property, Plant and Equipment, netProperty, Plant and Equipment, net9,663 9,032 
Property, plant and equipment
Property, plant and equipment
Property, plant and equipment
Less: accumulated depreciation and amortization
Property, plant and equipment, net
Other Assets:Other Assets:  Other Assets:  
Regulatory assets ($633 and $788 related to VIEs, respectively)848 915 
Regulatory assets ($74 and $229 related to VIEs, respectively)
Other36 25 
Other non-current assets
Other non-current assets
Other non-current assets
Total other assetsTotal other assets884 940 
Total AssetsTotal Assets$11,316 $11,262 

See Combined Notes to Consolidated Financial Statements



























95






103


CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC AND SUBSIDIARIES
(AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)
CONDENSED CONSOLIDATED BALANCE SHEETS – (continued)


LIABILITIES AND MEMBERS EQUITY

December 31, 2020December 31, 2019
(in millions)
December 31, 2023December 31, 2023December 31, 2022
(in millions)(in millions)
LIABILITIES AND MEMBER’S EQUITYLIABILITIES AND MEMBER’S EQUITY  LIABILITIES AND MEMBER’S EQUITY  
Current Liabilities:Current Liabilities:  Current Liabilities:  
Current portion of VIE Securitization Bonds long-term debtCurrent portion of VIE Securitization Bonds long-term debt$211 $231 
Current portion of other long-term debt402 
Accounts payable
Accounts payable
Accounts payableAccounts payable281 268 
Accounts and notes payable—affiliated companiesAccounts and notes payable—affiliated companies96 76 
Taxes accruedTaxes accrued158 123 
Interest accruedInterest accrued71 69 
Other117 63 
Other current liabilities
Other current liabilities
Other current liabilities
Total current liabilitiesTotal current liabilities1,336 830 
Other Liabilities:Other Liabilities:
Deferred income taxes, net
Deferred income taxes, net
Deferred income taxes, netDeferred income taxes, net1,041 1,030 
Benefit obligationsBenefit obligations75 75 
Regulatory liabilitiesRegulatory liabilities1,252 1,288 
Other95 69 
Other non-current liabilities
Other non-current liabilities
Other non-current liabilities
Total other liabilitiesTotal other liabilities2,463 2,462 
Long-Term Debt, net:Long-Term Debt, net:
VIE Securitization Bonds, netVIE Securitization Bonds, net536 746 
VIE Securitization Bonds, net
VIE Securitization Bonds, net
Other long-term debt, netOther long-term debt, net3,870 3,973 
Total long-term debt, netTotal long-term debt, net4,406 4,719 
Commitments and Contingencies (Note 16)00
Commitments and Contingencies (Note 15)Commitments and Contingencies (Note 15)
Member’s Equity:Member’s Equity:
Common stock
Common stock
Common stockCommon stock
Additional paid-in capitalAdditional paid-in capital2,548 2,486 
Retained earningsRetained earnings563 780 
Accumulated other comprehensive loss(15)
Total member’s equity
Total member’s equity
Total member’s equityTotal member’s equity3,111 3,251 
Total Liabilities and Member’s EquityTotal Liabilities and Member’s Equity$11,316 $11,262 


See Combined Notes to Consolidated Financial Statements
10496


CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC AND SUBSIDIARIES
(An Indirect, Wholly-Owned Subsidiary of CenterPoint Energy, Inc.)

STATEMENTS OF CONSOLIDATED CASH FLOWS


Year Ended December 31, Year Ended December 31,
202020192018

202320222021
(in millions) (in millions)
Cash Flows from Operating Activities:Cash Flows from Operating Activities: 
Net incomeNet income$334 $356 $336 
Net income
Net income
Adjustments to reconcile net income to net cash provided by operating activities:Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortizationDepreciation and amortization560 648 917 
Amortization of deferred financing costs11 12 11 
Depreciation and amortization
Depreciation and amortization
Deferred income taxesDeferred income taxes(42)(24)(38)
Changes in other assets and liabilities:Changes in other assets and liabilities:  Changes in other assets and liabilities:  
Accounts and notes receivable, netAccounts and notes receivable, net(26)38 11 
Accounts receivable/payable–affiliated companiesAccounts receivable/payable–affiliated companies47 (23)20 
InventoryInventory(48)(12)(16)
Accounts payableAccounts payable28 13 (1)
Taxes receivableTaxes receivable(5)
Interest and taxes accrued43 13 (2)
Non-trading derivatives, net15 (25)
Net regulatory assets and liabilitiesNet regulatory assets and liabilities(11)(48)(97)
Other current assets(8)(5)(2)
Other current liabilities(9)(26)
Other assets(7)(3)
Other liabilities11 (12)17 
Other, net(13)(14)(12)
Other current assets and liabilities
Other non-current assets and liabilities
Other operating activities, net
Net cash provided by operating activitiesNet cash provided by operating activities899 918 1,115 
Cash Flows from Investing Activities:Cash Flows from Investing Activities:   Cash Flows from Investing Activities:  
Capital expendituresCapital expenditures(1,058)(1,025)(922)
Decrease (increase) in notes receivable–affiliated companies481 (481)
Increase in notes receivable–affiliated companies
Other, net13 11 11 
Other investing activities, net
Other investing activities, net
Other investing activities, net
Net cash used in investing activitiesNet cash used in investing activities(564)(1,495)(911)
Cash Flows from Financing Activities:Cash Flows from Financing Activities:   Cash Flows from Financing Activities:  
Proceeds from long-term debtProceeds from long-term debt299 696 398 
Proceeds from long-term debt
Proceeds from long-term debt
Payments of long-term debtPayments of long-term debt(231)(458)(434)
Dividend to parent
Dividend to parent
Dividend to parentDividend to parent(551)(376)(209)
Increase (decrease) in notes payableaffiliated companies
Increase (decrease) in notes payableaffiliated companies
(1)(59)
Payment of debt issuance costsPayment of debt issuance costs(3)(8)(4)
Payment of debt issuance costs
Payment of debt issuance costs
Contribution from parentContribution from parent62 590 200 
Other, net(1)
Net cash provided by (used in) financing activities(416)442 (108)
Payment of obligation for finance lease
Other financing activities, net
Net cash provided by financing activities
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted CashNet Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash(81)(135)96 
Cash, Cash Equivalents and Restricted Cash at Beginning of the YearCash, Cash Equivalents and Restricted Cash at Beginning of the Year235 370 274 
Cash, Cash Equivalents and Restricted Cash at End of the YearCash, Cash Equivalents and Restricted Cash at End of the Year$154 $235 $370 

See Combined Notes to Consolidated Financial Statements

10597


CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC AND SUBSIDIARIES
(An Indirect, Wholly-Owned Subsidiary of CenterPoint Energy, Inc.)

STATEMENTS OF CONSOLIDATED CHANGES IN EQUITY


202020192018 202320222021
SharesAmountSharesAmountSharesAmount SharesAmountSharesAmountSharesAmount
(in millions, except share amounts) (in millions, except share amounts)
Common StockCommon Stock      
Common Stock
Common Stock  
Balance, beginning of yearBalance, beginning of year1,000 $1,000 $1,000 $
Balance, end of yearBalance, end of year1,000 1,000 1,000 
Additional Paid-in-CapitalAdditional Paid-in-Capital    Additional Paid-in-Capital   
Balance, beginning of yearBalance, beginning of year2,486  1,896 1,696 
Non-cash contribution from parent
Contribution from parentContribution from parent62 590 200 
Other
Balance, end of yearBalance, end of year2,548  2,486 1,896 
Retained EarningsRetained Earnings    Retained Earnings    
Balance, beginning of yearBalance, beginning of year780  800 673 
Net incomeNet income334  356 336 
Dividend to parentDividend to parent(551)(376)(209)
Balance, end of yearBalance, end of year563  780 800 
Accumulated Other Comprehensive Loss
Balance, beginning of year(15)(14)
Other comprehensive income (loss)15 (1)(14)
Balance, end of year(15)(14)
Total Member’s EquityTotal Member’s Equity$3,111  $3,251 $2,682 
Total Member’s Equity
Total Member’s Equity

See Combined Notes to Consolidated Financial Statements

10698


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholder of
CenterPoint Energy Resources Corp.
Houston, Texas
Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of CenterPoint Energy Resources Corp. and subsidiaries (the "Company", an(an indirect wholly ownedwholly-owned subsidiary of CenterPoint Energy, Inc.) (the "Company") as of December 31, 20202023 and 2019,2022, the related statements of consolidated income, comprehensive income, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2020,2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20202023 and 2019,2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020,2023, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to those charged with governancethe audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinionsopinion on the critical audit matter or on the accounts or disclosures to which it relates.

Impact of Rate Regulation on the Financial Statements — Refer to Note 2 and 7 to the financial statements

Critical Audit Matter Description

The Company is subject to rate regulation by the relevant state public utilityregulators and commissions and, in Texas by the Railroad Commissionvarious jurisdictions (collectively, the “Commissions”) and municipalities (in Texas only) served by the Company, whichthat have jurisdiction with respect to the rates charged by naturalof gas transmission and distribution companies in the territories the Company serves.those jurisdictions. Management has determined it meetsits regulated operations meet the requirements under accounting principles generally accepted in the United States of America to prepare its financial statements applying the specialized rules to account for the effects of cost-based rate regulation. AccountingThe impacts of accounting for the economics of rate regulation impacts multipleare pervasive to the financial statement line itemsstatements and disclosures, such as property, plant, and equipment, net; regulatory assets and liabilities; utility revenues and expenses; operation and maintenance expense; depreciation and amortization expense; and income tax expense.disclosures.

The Company’s rates are subject to regulatory rate-setting processes by certain municipalities and the Commissions. Rates are determined and approved in regulatory proceedings based on an analysis of the Company’s costs to provide utility service and a return on, and recovery of, the Company’s investment in the utility business. Regulatory decisions can have an impact on the recovery of costs, the rate
99


of return earned on investment, and the timing and amount of assets to be recovered byin rates. The Commission’sCommissions’ regulation of rates is premised on the full recovery of prudently incurred costs and a reasonable rate of return on invested capital.
107


Decisions to be made by the Commissions in the future will impact the accounting for regulated operations, including decisions about the amount of allowable costs and return on invested capital included in rates and any refunds that may be required. While the Company has indicated it expects to recover costs from customers through regulated rates, there is a risk that the CommissionCommissions will not approve: (1) full recovery of the costs of providing utility service, or (2) full recovery of all amounts invested in the utility business and a reasonable return on that investment.

We identified the impact of rate regulation as a critical audit matter due to the significant judgments made by management to support its assertions about certain affected account balances and disclosures and the high degree of subjectivity involved in assessing the impact of future regulatory actions on the financial statements. ManagementManagement’s judgments include assessing the likelihood of (1) recovery in future rates of incurred costs, (2) a disallowance of capital investments made by the Company and (3) refunds to customers. Given that certain of management’s accounting judgments are based on assumptions about the outcome of future decisions by the Commissions, auditing these judgments required specialized knowledge of accounting for rate regulation and the rate setting process.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the potential uncertainty of future decisions by the Commissions included the following, among others:
We tested the effectiveness of management’s controls over the evaluation of the likelihood of (1) the recovery in future rates of costs incurred and deferred as regulatory assets, and (2) refunds or future reductions in rates that should be reported as regulatory liabilities. We also tested the effectiveness of management’s controls over the initial recognition of amounts as regulatory assets or liabilities; and the monitoring and evaluation of regulatory developments that may affect the likelihood of recovering costs in future rates or of a future reduction in rates.

We evaluated the Company’s disclosures related to the impactseffects of rate regulation including theby testing certain recorded balances recorded and evaluating regulatory developments.

We read relevant regulatory orders issued by the Commissions, forregulatory statutes, filings made by the Company and other public utilities in the states the Company operate, regulatory statutes, interpretations, procedural memorandums, filings made by intervenors, and other publicly availableexternal information. We evaluated relevant external information and compared it to certain recorded regulatory asset and liability balances for completeness.

For certain regulatory matters, we inspected the Company’s filings with the Commissions and the filings with the Commissions by intervenors to assess the likelihood of recovery in future rates or of a future reduction in rates based on precedents of the Commission’sCommissions’ treatment of similar costs under similar circumstances. We evaluated the external information and compared to management’s recorded regulatory asset and liability balances for completeness.

For regulatory matters in process, we inspected the Company’s filings with the Commission and the filings with the Commission by intervenors that may impact the Company’s future rates, for any evidence that might contradict management’s assertions.

We evaluated management’s assertion that no indicators of impairment were identified in connection with the Company's property, plant, and equipment. We inspected the capital-projects budget and construction-in-process listings and inquired of management to identify projects that are designed to replace assets that may be retired prior to the end of the useful life. We inspected minutes of the board of directors and regulatory orders and other filings with the Commissions to identify any evidence that may contradict management’s assertion regarding probability of a disallowance of long-lived assets.

We evaluated regulatory filings for any evidence that intervenors are challenging full recovery of the cost of any capital projects and inquired of management to assess whether capitalized costs are probable of disallowance.

We obtained an analysis from management and letters from internal and external legal counsel, as appropriate, regarding probability of recovery for regulatory assets or refund or future reduction in rates for regulatory liabilities not yet addressed in a regulatory order to assess management’s assertion that amounts are probable of recovery or a future reduction in rates.


/s/ DELOITTE & TOUCHE LLP

Houston, Texas
February 25, 2021  20, 2024

We have served as the Company’sCompany's auditor since 1997.





108100


CENTERPOINT ENERGY RESOURCES CORP. AND SUBSIDIARIES
(An Indirect, Wholly-Owned Subsidiary of CenterPoint Energy, Inc.)

STATEMENTS OF CONSOLIDATED INCOME


Year Ended December 31, Year Ended December 31,
202020192018 202320222021
(in millions) (in millions)
Revenues:Revenues:
Utility revenuesUtility revenues$2,711 $2,951 $2,967 
Utility revenues
Utility revenues
Non-utility revenuesNon-utility revenues52 67 64 
TotalTotal2,763 3,018 3,031 
Expenses:
Expenses:
Expenses:Expenses:     
Utility natural gasUtility natural gas1,100 1,391 1,464 
Non-utility cost of revenue, including natural gasNon-utility cost of revenue, including natural gas17 39 40 
Operation and maintenanceOperation and maintenance798 824 833 
Depreciation and amortizationDepreciation and amortization304 293 280 
Taxes other than income taxesTaxes other than income taxes182 161 155 
TotalTotal2,401 2,708 2,772 
Total
Total
Operating IncomeOperating Income362 310 259 
Other Income (Expense):Other Income (Expense):   
Other Income (Expense):
Other Income (Expense):  
Gain on sale
Interest expense and other finance chargesInterest expense and other finance charges(111)(116)(122)
Interest income
Other, net(7)(13)(9)
Other income (expense), net
Other income (expense), net
Other income (expense), net
TotalTotal(118)(124)(130)
Income From Continuing Operations Before Income Taxes244 186 129 
Income Before Income Taxes
Income tax expense (benefit)Income tax expense (benefit)97 (3)31 
Income From Continuing Operations147 189 98 
Income (Loss) from Discontinued Operations (net of tax expense (benefit) of $(2), $17, and $37, respectively)(66)23 110 
Net IncomeNet Income$81 $212 $208 
Net Income
Net Income



See Combined Notes to Consolidated Financial Statements

109101


CENTERPOINT ENERGY RESOURCES CORP. AND SUBSIDIARIES
(An Indirect, Wholly-Owned Subsidiary of CenterPoint Energy, Inc.)

STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME


Year Ended December 31, Year Ended December 31,
202020192018
2023202320222021
(in millions) (in millions)
Net incomeNet income$81 $212 $208 
Other comprehensive income (loss):   
Adjustment to other postemployment plans (net of tax expense of $1, $2 and $1, respectively)
Net deferred loss from cash flow hedges (net of tax expense (benefit) of $-0-, $-0- and $-0-, respectively)(1)
Other comprehensive income:Other comprehensive income:  
Adjustment to other postemployment plans (net of tax expense of $-0-, $4 and $1, respectively)
Other comprehensive income
Other comprehensive income
Other comprehensive incomeOther comprehensive income
Comprehensive incomeComprehensive income$81 $217 $208 



See Combined Notes to Consolidated Financial Statements

110102


CENTERPOINT ENERGY RESOURCES CORP. AND SUBSIDIARIES
(An Indirect, Wholly-Owned Subsidiary of CenterPoint Energy, Inc.)

CONSOLIDATED BALANCE SHEETS


December 31, 2020December 31, 2019 December 31, 2023December 31, 2022
(in millions) (in millions)
ASSETSASSETS ASSETS 
Current Assets:
Current Assets:
 
Current Assets:
 
Cash and cash equivalentsCash and cash equivalents$$
Accounts receivable, less allowance for credit losses of $45 and $15, respectively233 322 
Accrued unbilled revenue, less allowance for credit losses of $4 and $-0-, respectively260 249 
Accounts receivable, less allowance for credit losses of $25 and $34, respectively
Accrued unbilled revenue, less allowance for credit losses of $1 and $4, respectively
Accounts and notes receivable — affiliated companiesAccounts and notes receivable — affiliated companies10 
Material and supplies
Material and supplies
Material and suppliesMaterial and supplies58 71 
Natural gas inventoryNatural gas inventory121 135 
Non-trading derivative assets
Taxes receivable
Regulatory assets
Regulatory assets
Regulatory assets
Prepaid expenses and other current assets
Total current assets
Property, Plant and Equipment:
Property, plant and equipment
Property, plant and equipment
Property, plant and equipment
Less: accumulated depreciation and amortization
Property, plant and equipment, net
Other Assets:Other Assets:  
Goodwill
Regulatory assets
Non-trading derivative assets
Current assets held for sale691 
Prepaid expenses and other current assets26 
Total current assets707 1,489 
Property, Plant and Equipment, Net6,558 5,809 
Other Assets:  
Goodwill757 757 
Regulatory assets220 191 
Other non-current assets
Other non-current assets
Non-current assets held for sale213 
Other66 53 
Other non-current assets
Total other assetsTotal other assets1,043 1,214 
Total AssetsTotal Assets$8,308 $8,512 

See Combined Notes to Consolidated Financial Statements

111103


CENTERPOINT ENERGY RESOURCES CORP. AND SUBSIDIARIES
(An Indirect, Wholly-Owned Subsidiary of CenterPoint Energy, Inc.)

CONSOLIDATED BALANCE SHEETS, cont.


December 31, 2020December 31, 2019 December 31, 2023December 31, 2022
(in millions) (in millions)
LIABILITIES AND STOCKHOLDER’S EQUITYLIABILITIES AND STOCKHOLDER’S EQUITY LIABILITIES AND STOCKHOLDER’S EQUITY 
Current Liabilities:Current Liabilities:  Current Liabilities:  
Short-term borrowingsShort-term borrowings$24 $
Current portion of long-term debt
Accounts payableAccounts payable296 333 
Accounts and notes payable–affiliated companiesAccounts and notes payable–affiliated companies50 47 
Taxes accrued
Taxes accrued
Taxes accruedTaxes accrued74 84 
Interest accruedInterest accrued28 38 
Customer depositsCustomer deposits76 74 
Non-trading derivative liabilities
Current liabilities held for sale368 
Other178 167 
Other current liabilities
Other current liabilities
Other current liabilities
Total current liabilitiesTotal current liabilities726 1,111 
Other Liabilities:Other Liabilities:  
Other Liabilities:
Other Liabilities:  
Deferred income taxes, netDeferred income taxes, net584 470 
Non-trading derivative liabilities
Non-trading derivative liabilities
Non-trading derivative liabilities
Benefit obligationsBenefit obligations83 80 
Regulatory liabilitiesRegulatory liabilities1,226 1,219 
Non-current liabilities held for sale27 
Other694 418 
Other non-current liabilities
Other non-current liabilities
Other non-current liabilities
Total other liabilitiesTotal other liabilities2,587 2,214 
Long-Term Debt, net
Long-Term Debt2,428 2,546 
Commitments and Contingencies (Note 16)00
Commitments and Contingencies (Note 15)
Commitments and Contingencies (Note 15)
Commitments and Contingencies (Note 15)
Stockholder’s Equity:Stockholder’s Equity:
Stockholder’s Equity:
Stockholder’s Equity:
Common stock
Common stock
Common stockCommon stock
Additional paid-in capitalAdditional paid-in capital2,046 2,116 
Retained earningsRetained earnings511 515 
Accumulated other comprehensive incomeAccumulated other comprehensive income10 10 
Total stockholder’s equityTotal stockholder’s equity2,567 2,641 
Total Liabilities and Stockholder’s EquityTotal Liabilities and Stockholder’s Equity$8,308 $8,512 
Total Liabilities and Stockholder’s Equity
Total Liabilities and Stockholder’s Equity


See Combined Notes to Consolidated Financial Statements
112104


CENTERPOINT ENERGY RESOURCES CORP. AND SUBSIDIARIES
(An Indirect, Wholly-Owned Subsidiary of CenterPoint Energy, Inc.)

STATEMENTS OF CONSOLIDATED CASH FLOWS

 Year Ended December 31,
 202020192018
 (in millions)
Cash Flows from Operating Activities: 
Net income$81 $212 $208 
Adjustments to reconcile net income to net cash provided by operating activities:   
Depreciation and amortization304 293 280 
Depreciation and amortization on assets held for sale12 13 
Amortization of deferred financing costs
Deferred income taxes91 64 
Goodwill impairment and loss from reclassification to held for sale93 48 
Loss on early extinguishment of debt
Write-down of natural gas inventory
Equity in (earnings) losses of unconsolidated affiliates, net of distributions(184)
Distributions from unconsolidated affiliates176 
Changes in other assets and liabilities:   
Accounts receivable and unbilled revenues, net151 252 (155)
Accounts receivable/payable–affiliated companies(6)
Inventory63 (12)17 
Accounts payable(72)(305)163 
Fuel cost recovery(21)86 33 
Interest and taxes accrued(15)13 
Non-trading derivatives, net(12)(60)98 
Margin deposits, net65 (56)
Net regulatory assets and liabilities(31)(10)50 
Other current assets(1)
Other current liabilities10 22 (3)
Other assets15 
Other liabilities(1)(38)
Other, net(8)
Net cash provided by operating activities729 466 814 
Cash Flows from Investing Activities:   
Capital expenditures(815)(776)(633)
Distributions from unconsolidated affiliates in excess of cumulative earnings47 
(Increase) decrease in notes receivable–affiliated companies(9)114 (114)
Proceeds from divestitures (Note 4)365
Other, net
Net cash used in investing activities(452)(662)(697)
Cash Flows from Financing Activities:   
Decrease in short-term borrowings, net(39)
Proceeds from (payments of) commercial paper, net(30)167 (688)
Proceeds from long-term debt500 599 
Payments of long-term debt(593)— 
Payment of debt issuance costs(4)(5)
Dividends to parent(80)(120)(360)
Contribution from parent217 129 960 
Capital distribution to parent associated with the sale of CES(286)
Increase (decrease) in notes payable–affiliated companies(570)
Other, net(2)(3)(1)
Net cash provided by (used in) financing activities(278)173 (104)
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash(1)(23)13 
Cash, Cash Equivalents and Restricted Cash at Beginning of Year25 12 
Cash, Cash Equivalents and Restricted Cash at End of Year$$$25 
 Year Ended December 31,

202320222021
 (in millions)
Cash Flows from Operating Activities: 
Net income$512 $725 $390 
Adjustments to reconcile net income to net cash provided by operating activities:   
Depreciation and amortization493 448 483 
Deferred income taxes(41)178 101 
Gain on divestitures— (557)(11)
Changes in other assets and liabilities:   
Accounts receivable and unbilled revenues, net410 (376)(68)
Accounts receivable/payable–affiliated companies(81)41 27 
Inventory101 (50)(62)
Taxes receivable(89)— (28)
Accounts payable(250)190 95 
Net regulatory assets and liabilities1,152 244 (2,095)
Other current assets and liabilities85 13 (39)
Other non-current assets and liabilities(1)(2)(31)
Other operating activities, net21 19 
Net cash provided by (used in) operating activities2,312 856 (1,219)
Cash Flows from Investing Activities:   
Capital expenditures(1,619)(1,661)(1,324)
Increase in notes receivable–affiliated companies(1)— — 
Proceeds from divestitures (Note 4)— 2,075 22 
Other investing activities, net(23)(8)15 
Net cash provided by (used in) investing activities(1,643)406 (1,287)
Cash Flows from Financing Activities:   
Increase (decrease) in short-term borrowings, net(10)452 (27)
Proceeds from (payments of) commercial paper, net(321)(94)552 
Proceeds from long-term debt and term loans2,006 927 1,699 
Payments of long-term debt and term loans, including make-whole premiums(2,332)(475)(311)
Payment of debt issuance costs(14)(14)(10)
Dividends to parent(496)(844)(17)
Contribution from parent500 289 140 
Increase (decrease) in notes payable–affiliated companies— (1,517)490 
Other financing activities, net(1)(1)(1)
Net cash provided by (used in) financing activities(668)(1,277)2,515 
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash(15)
Cash, Cash Equivalents and Restricted Cash at Beginning of Year— 15 
Cash, Cash Equivalents and Restricted Cash at End of Year$$— $15 

See Combined Notes to Consolidated Financial Statements
113105


CENTERPOINT ENERGY RESOURCES CORP. AND SUBSIDIARIES
(An Indirect, Wholly-Owned Subsidiary of CenterPoint Energy, Inc.)

STATEMENTS OF CONSOLIDATED CHANGES IN EQUITY


202020192018 202320222021
SharesAmountSharesAmountSharesAmount SharesAmountSharesAmountSharesAmount
(in millions, except share amounts) (in millions, except share amounts)
Common StockCommon Stock  
Balance, beginning of yearBalance, beginning of year1,000 $1,000 $1,000 $
Balance, beginning of year
Balance, beginning of year
Balance, end of yearBalance, end of year1,000 1,000 1,000 
Additional Paid-in-CapitalAdditional Paid-in-Capital    Additional Paid-in-Capital   
Balance, beginning of yearBalance, beginning of year2,116  2,015 2,528 
Non-cash contribution from parent
Contribution from parentContribution from parent217 129 960 
Capital distribution to parent associated with the sale of CES(286)
Capital distribution to parent associated with Internal Spin(28)(1,473)
Other(1)
Contribution to parent for sale of Arkansas and Oklahoma Natural Gas businesses
Balance, end of year
Balance, end of year
Balance, end of yearBalance, end of year2,046  2,116 2,015 
Retained EarningsRetained Earnings    Retained Earnings    
Balance, beginning of yearBalance, beginning of year515  423 574 
Net incomeNet income81  212 208 
Dividend to parentDividend to parent(80) (120)(360)
Adoption of ASU 2016-13(5)
Adoption of ASU 2018-02
Balance, end of year
Balance, end of year
Balance, end of yearBalance, end of year511  515 423 
Accumulated Other Comprehensive IncomeAccumulated Other Comprehensive Income    Accumulated Other Comprehensive Income    
Balance, beginning of yearBalance, beginning of year10  
Other comprehensive incomeOther comprehensive income
Adoption of ASU 2018-02(1)
Balance, end of year
Balance, end of year
Balance, end of yearBalance, end of year10  10 
Total Stockholder’s EquityTotal Stockholder’s Equity$2,567  $2,641 $2,443 



See Combined Notes to Consolidated Financial Statements

114106


CENTERPOINT ENERGY, INC. AND SUBSIDIARIES
CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC AND SUBSIDIARIES
CENTERPOINT ENERGY RESOURCES CORP. AND SUBSIDIARIES

COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) Background

General. This combined Form 10-K is filed separately by three registrants: CenterPoint Energy, Inc., CenterPoint Energy Houston Electric, LLC and CenterPoint Energy Resources Corp. Information contained herein relating to any individual registrant is filed by such registrant solely on its own behalf. Each registrant makes no representation as to information relating exclusively to the other Registrants or the subsidiaries of CenterPoint Energy other than itself or its subsidiaries.

Except as discussed in Note 1413 to the Registrants’ Consolidated Financial Statements, no registrant has an obligation in respect of any other Registrant’s debt securities, and holders of such debt securities should not consider the financial resources or results of operations of any Registrant other than the obligor in making a decision with respect to such securities.

Included in this combined Form 10-K are the Financial Statements of CenterPoint Energy, Houston Electric and CERC, which are referred to collectively as the Registrants. The Combined Notes to the Consolidated Financial Statements apply to all Registrants and specific references to Houston Electric and CERC herein also pertain to CenterPoint Energy, unless otherwise indicated.

Background. CenterPoint Energy, Inc. is a public utility holding company and owns interests in Enable as described below. company. On June 30, 2023, CenterPoint Energy completed the sale of its indirect subsidiary, Energy Systems Group, to an unaffiliated third party. For additional information, see Note 4.

As of December 31, 2020,2023, CenterPoint Energy’s operating subsidiaries were as follows:

Houston Electric owns and operates electric transmission and distribution facilities in the Texas Gulf Coastgulf coast area that includes the city of Houston; and

CERC Corp. (i) directly owns and operates natural gas distribution systems in 6 states,Louisiana, Minnesota, Mississippi and Texas, (ii) indirectly, through Indiana Gas and VEDO, owns and operates natural gas distribution systems in Indiana and Ohio, respectively, and (iii) owns and operates permanent pipeline connections through interconnects with various interstate and intrastate pipeline companies through CEIP; and (iii) provides temporary delivery of LNG and CNG throughout the contiguous 48 states through MES.

Vectren holds three public utilities through its wholly-owned subsidiary, VUHI, a public utility holding company:

Indiana Gas provides energy delivery services to natural gas customers located in central and southern Indiana;

SIGECO provides energy delivery services to electric and natural gas customers located in and near Evansville in southwestern Indiana and owns and operates electric generation assets to serve its electric customers and optimizes those assets in the wholesale power market; and

VEDO provides energy delivery services to natural gas customers located in and near Dayton in west-central Ohio.

Vectren performs non-utility activities through ESG, which provides energy performance contracting and sustainable infrastructure services, such as renewables, distributed generation and combined heat and power projects.market.

For a description of CenterPoint Energy’s reportable segments, see Note 18.17. Houston Electric consistsand CERC each consist of a single reportable segment, Houston Electric T&D and CERC consists of a single reportable segment, Natural Gas.segment.

As of December 31, 2020, CenterPoint Energy, indirectly through CNP Midstream, owned approximately 53.7% of the common units representing limited partner interests in Enable, 50% of the management rights and 40% of the incentive distribution rights in Enable GP and also directly owned an aggregate of 14,520,000 Enable Series A Preferred Units. Enable owns, operates and develops natural gas and crude oil infrastructure assets. On February 16, 2021, Enable entered into the Enable Merger Agreement. At the closing of the transactions contemplated by the Enable Merger Agreement, if and when it occurs, Energy Transfer will acquire all of Enable’s outstanding equity interests, including all Enable common units and Enable Series A Preferred Units held by CenterPoint Energy, and in return CenterPoint Energy will receive Energy Transfer common units and Energy Transfer Series G Preferred Units. For further information regarding Enable and the Enable Merger, see Notes 11 and 22.
115



Discontinued Operations. On February 3, 2020, CenterPoint Energy, through its subsidiary VUSI, entered into the Securities Purchase Agreement to sell the Infrastructure Services Disposal Group. The transaction closed on April 9, 2020 for $854 million in cash, inclusive of cash received after closing for the working capital adjustment. For further information, see Note 4.

Additionally, on February 24, 2020,19, 2024, CenterPoint Energy, through its subsidiary CERC Corp., entered into the EquityLAMS Asset Purchase Agreement to sell the Energy Services Disposal Group.its Louisiana and Mississippi natural gas local distribution company businesses. The transaction on June 1, 2020 for approximately $365 millionis expected to close in cash, inclusivethe first quarter of cash received after closing for the working capital adjustment.2025. For further information, see Note 4.21 to the consolidated financial statements.

(2) Summary of Significant Accounting Policies

(a)Principles of Consolidation

The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles. The accounts of the Registrants and their wholly-owned and majority-owned and controlled subsidiaries are included in the consolidated financial statements. All intercompany transactions and balances are eliminated in consolidation, except as described below.

As of December 31, 2023, CenterPoint Energy, Houston Electric and SIGECO had VIEs including the Bond Companies and the SIGECO Securitization Subsidiary, which are consolidated. The consolidated VIEs are wholly-owned, bankruptcy-
107


remote, special purpose entities that were formed solely for the purpose of securitizing transition property or facilitating the securitization financing of qualified costs in the second quarter of 2023 associated with the completed retirement of SIGECO’s A.B. Brown coal generation facilities. CenterPoint Energy, through SIGECO, has a controlling financial interest in the SIGECO Securitization Subsidiary and is the VIE’s primary beneficiary. For further information, see Note 7. Creditors of CenterPoint Energy, Houston Electric and SIGECO have no recourse to any assets or revenues of the Bond Companies or the SIGECO Securitization Subsidiary, as applicable. The Securitization Bonds issued by these VIEs are payable only from and secured by transition or securitization property, as applicable, and the bondholders have no recourse to the general credit of CenterPoint Energy, Houston Electric or SIGECO.

(b)Use of Estimates

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.

(b)Principles of Consolidation

The accounts of the Registrants and their wholly-owned and majority-owned and controlled subsidiaries are included in the consolidated financial statements. All intercompany transactions and balances are eliminated in consolidation, except as described below.

Businesses within the Infrastructure Services Disposal Group provided underground pipeline construction and repair services for customers that included Natural Gas utilities. In accordance with consolidation guidance in ASC 980—Regulated Operations, costs incurred by Natural Gas utilities for these pipeline construction and repair services were not eliminated in consolidation when capitalized and included in rate base by the Natural Gas utility. On February 3, 2020, CenterPoint Energy, through its subsidiary VUSI, entered into the Securities Purchase Agreement to sell the Infrastructure Services Disposal Group. The transaction closed on April 9, 2020. For further information, see Note 4.

As of December 31, 2020, CenterPoint Energy and Houston Electric had VIEs consisting of the Bond Companies, which are consolidated. The consolidated VIEs are wholly-owned, bankruptcy remote special purpose entities that were formed solely for the purpose of securitizing transition and system restoration related property. Creditors of CenterPoint Energy and Houston Electric have no recourse to any assets or revenues of the Bond Companies. The bonds issued by these VIEs are payable only from and secured by transition and system restoration property and the bondholders have no recourse to the general credit of CenterPoint Energy or Houston Electric.

(c)Equity Method and Investments without a Readily Determinable Fair Value (CenterPoint Energy)
CenterPoint Energy uses the equity method for investments in entities when it exercises significant influence, does not have control and is not considered the primary beneficiary, if applicable. Generally, equity investments in limited partnerships with interest greater than approximately 3-5% is accounted for under the equity method.

Under the equity method, CenterPoint Energy adjusts its investments each period for contributions made, distributions received, respective shares of comprehensive income and amortization of basis differences, as appropriate. CenterPoint Energy evaluates its equity method investments for impairment when events or changes in circumstances indicate there is a loss in value of the investment that is other than a temporary decline.

CenterPoint Energy considers distributions received from equity method investments which do not exceed cumulative equity in earnings subsequent to the date of investment to be a return on investment and classifies these distributions as operating activities in its Statements of Consolidated Cash Flows. CenterPoint Energy considers distributions received from equity method investments in excess of cumulative equity in earnings subsequent to the date of investment to be a return of investment and classifies these distributions as investing activities in its Statements of Consolidated Cash Flows.

Investments without a readily determinable fair value will be measured at cost, less impairment, plus or minus observable prices changes of an identical or similar investment of the same issuer.
116



(d)Revenues

The Registrants record revenue for electricity delivery and natural gas sales and services under the accrual method and these revenues are recognized upon delivery to customers. Electricity deliveries not billed by month-end are accrued based on actual AMS meter data, daily supply volumes, estimated line loss and applicable tariff rates. Natural gas sales not billed by month-end are accrued based upon estimated purchased gas volumes, estimated lost and unaccounted for gas and currently effective tariff rates. For further discussion, see Note 5.

(e) MISO Transactions

Indiana Electric is a member of the MISO. MISO-related purchase and sale transactions are recorded using settlement information provided by the MISO. These purchase and sale transactions are accounted for on at least a net hourly position, meaning net purchases within that interval are recorded on CenterPoint Energy’s Statements of Consolidated Income in Utility natural gas, fuel and purchased power, and net sales within that interval are recorded on CenterPoint Energy’s Statements of Consolidated Income in Utility revenues. On occasion, prior period transactions are resettled outside the routine process due to a change in the MISO’s tariff or a material interpretation thereof. Expenses associated with resettlements are recorded once the resettlement is probable and the resettlement amount can be estimated. Revenues associated with resettlements are recognized when the amount is determinable and collectability is reasonably assured.

108


(f) Guarantees

CenterPoint Energy recognizes guarantee obligations at fair value. CenterPoint Energy discloses parent company guarantees of a subsidiary’s obligation when that guarantee results in the exposure of a material obligation of the parent company even if the probability of fulfilling such obligation is considered remote. See Note 16(c) and (d)15(c).  

(g) Long-lived Assets, Goodwill and Intangibles

The Registrants record property, plant and equipment at historical cost and expense repair and maintenance costs as incurred.

The Registrants periodically evaluate long-lived assets, including property, plant and equipment, and specifically identifiable intangibles subject to amortization, when events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. For rate regulatedrate-regulated businesses, recoverability of long-lived assets is assessed by determining if a capital disallowance from a regulator is probable through monitoring the outcome of rate cases and other proceedings. For non-rate regulated businesses that are not rate-regulated, recoverability is assessed based on an estimate of undiscounted cash flows attributable to the assets compared to the carrying value of the assets. No long-lived asset or intangible asset impairments were recorded in 2020, 20192023, 2022 or 2018.2021.

CenterPoint Energy and CERC perform goodwill impairment tests at least annually and evaluate goodwill when events or changes in circumstances indicate that its carrying value may not be recoverable. CenterPoint Energy and CERC recognize a goodwill impairment by the amount a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill within that reporting unit. CenterPoint Energy includes deferred tax assets and liabilities within its reporting unit’s carrying value for the purposes of annual and interim impairment tests, regardless of whether the estimated fair value reflects the disposition of such assets and liabilities. For further information about the goodwill impairment tests, during 2020, see Note 6.

(h) Assets Held for Sale and Discontinued Operations

Generally, a long-lived asset to be sold is classified as held for sale in the period in which management, with approval from the Board of Directors, as applicable, commits to a plan to sell, and a sale is expected to be completed within one year. The Registrants record assets and liabilities held for sale, or the disposal group, at the lower of their carrying value or their estimated fair value less cost to sell. If the disposal group reflects a component of a reporting unit and meets the definition of a business, the goodwill within that reporting unit is allocated to the disposal group based on the relative fair value of the components representing a business that will be retained and disposed. Goodwill is not allocated to a portion of a reporting unit that does not meet the definition of a business. A disposal group that meets the held for sale criteria and also represents a strategic shift to the Registrant is also reflected as discontinued operations on the Statements of Consolidated Income, and prior periods are recast to reflect the earnings or losses from such businesses as income from discontinued operations, net of tax.

117


(i) Regulatory Assets and Liabilities

The Registrants apply the guidance for accounting for regulated operations within the Electric reportable segment and the Natural Gas reportable segment. The Registrants’ rate-regulated subsidiaries may collect revenues subject to refund pending final determination in rate proceedings. In connection with such revenues, estimated rate refund liabilities are recorded which reflect management’s current judgment of the ultimate outcomes of the proceedings.

The Registrants’ rate-regulated businesses recognize removal costs as a component of depreciation expense in accordance with regulatory treatment. In addition, a portion of the amount of removal costs collected from customers that relate to AROs has been reflected as an asset retirement liability in accordance with accounting guidance for AROs.

For further detail on the Registrants’ regulatory assets and liabilities, see Note 7.

(j) Depreciation and Amortization Expense

The Registrants compute depreciation and amortization using the straight-line method based on economic lives or regulatory-mandated recovery periods. Amortization expense includes amortization of certain regulatory assets and other intangibles.

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(k) Capitalization and Deferral of Interest, andincluding AFUDC

The Registrants capitalize interest and AFUDC as a component of projects under construction and amortize it over the assets’ estimated useful lives once the assets are placed in service. Additionally, the Registrants defer interest costs into a regulatory asset when amounts are probable of recovery. Deferred debt interest is amortized over the recovery period for rate-making purposes. AFUDC represents the composite interest cost of borrowed funds and a reasonable return on the equity funds used for construction for subsidiaries that apply the guidance for accounting for regulated operations. Although AFUDC increases both utilityproperty, plant and equipment and earnings, it is realized in cash when the assets are included in rates. The table below includes interest capitalized or deferred during the periods.
Year Ended December 31, Year Ended December 31,
202020192018 202320222021
CenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERC CenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERC
(in millions) (in millions)
Interest and AFUDC debt (1)
$27 $$$36 $$$$$
Capitalized interest and AFUDC debt (1)
AFUDC equity (2)
AFUDC equity (2)
25 14 22 15 12 10 
Deferred debt interest (3)

(1)Included in Interest expense and other finance charges on the Registrants’ respective Statements of Consolidated Income.

(2)Included in Other Income (Expense) on the Registrants’ respective Statements of Consolidated Income.
(3)Represents the amount of deferred debt interest on certain regulatory assets that are authorized to earn a return, such as debt post in-service carrying costs on property, plant and equipment, gas costs, storm restoration costs, and TEEEF (including returns on both regulatory and lease assets).

(l) Income Taxes

Houston Electric and CERC are included in CenterPoint Energy’s U.S. federal consolidated income tax return. Houston Electric and CERC report their income tax provision on a separate entity basis pursuant to a tax sharing agreementpolicy with CenterPoint Energy. Current federal and certain state income taxes are payable to or receivable from CenterPoint Energy.

The Registrants use the asset and liability method of accounting for deferred income taxes. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. A valuation allowance is established against deferred tax assets for which management believes realization is not considered to be more likely than not. The Registrants recognize interest and penalties as a component of income tax expense (benefit), as applicable, in their respective Statements of Consolidated Income. CenterPoint Energy reports the income tax provision associated with its interest in Enable in incomediscontinued operations, net of tax expense (benefit) in its Statements of Consolidated Income. For further information, see Note 4.

To the extent certain EDIT of the Registrants’ rate-regulated subsidiaries may be recoverable or payable through future rates, regulatory assets and liabilities have been recorded, respectively. See Note 1514 for further discussion of the impacts of tax reform implementation.discussion.

The Registrants use the portfolio approach to recognize income tax effects on other comprehensive income from accumulated other comprehensive income.
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Investment tax credits are deferred and amortized to income over the approximate lives of the related property. Production tax credits extended by the IRA may be used to reduce current federal income taxes payable.

(m) Accounts Receivable and Allowance for Credit Losses

Accounts receivable are recorded at the invoiced amount and do not bear interest. Management reviews historical write-offs, current available information, and reasonable and supportable forecasts to estimate and establish allowance for credit losses. Account balances are charged off against the allowance when management determines it is probable the receivable will not be recovered. See Note 7 for further information about regulatory deferrals of bad debt expense, including those related to COVID-19.COVID-19 and the February 2021 Winter Storm Event.

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(n) Inventory

The Registrants’ inventory consists principally of materials and supplies, and for CERC, natural gas, and for CenterPoint Energy, coal inventory. Materials and supplies are valued at the lower of average cost or market. Materials and supplies are recorded to inventory when purchased and subsequently charged to expense or capitalized to plant when installed. Inventory related to CenterPoint Energy’s regulated operations is valued at historical cost consistent with ratemaking treatment. Coal inventory is valued at average cost. Certain natural gas in storage at CenterPoint Energy’s and CERC’s utilities are recorded using the LIFO method. CenterPoint Energy’s and CERC’s balances in inventory that were valued using LIFO method were as follows:

Year Ended December 31,
2020 (1)
2019
2020 (1)
2019
CenterPoint EnergyCERC
(in millions)
LIFO inventory$92 $97 $55 $58 
Year Ended December 31,
2023 (1)
2022
2023 (1)
2022
CenterPoint EnergyCERC
(in millions)
LIFO inventory$106 $101 $86 $82 

(1)Based on the average cost of gas purchased during December 2020,2023, CenterPoint Energy’s and CERC’s cost of replacing inventories carried at LIFO cost was lessmore than the carrying value at December 31, 20202023 by $62$8 million and $54$13 million, respectively.

During 2020, 2019 and 2018, CenterPoint Energy and CERC recorded write-downs of natural gas inventory to the lower of average cost or market which are disclosed on the respective Statements of Consolidated Cash Flows.

(o) Derivative Instruments

The Registrants are exposed to various market risks. These risks arise from transactions entered into in the normal course of business. The Registrants, from time to time, utilize derivative instruments such as physical forward contracts, swaps and options to mitigate the impact of changes in commodity prices, weather and interest rates on operating results and cash flows. Such derivatives are recognized in the Registrants’ Consolidated Balance Sheets at their fair value unless the Registrant elects the normal purchase and sales exemption for qualified physical transactions. A derivative may be designated as a normal purchase or normal sale if the intent is to physically receive or deliver the product for use or sale in the normal course of business. CenterPoint Energy elected to record changes in the fair value of amounts excluded from the assessment of effectiveness immediately in its Statements of Consolidated Income.Income, and such amounts will be captured in a regulatory asset or regulatory liability if they are recoverable or refundable to customers.

(p) Investments in Equity Securities (CenterPoint Energy and CERC)Energy)

CenterPoint Energy and CERC reportreports equity securities at estimated fair value in their respectivethe Consolidated Balance Sheets, and any unrealized holding gains and losses, net of any transaction costs, are recorded as Other Income (Expense)Gain (Loss) on Equity Securities in their respectivethe Statements of Consolidated Income.

(q) Environmental Costs

The Registrants expense or capitalize environmental expenditures, as appropriate, depending on their future economic benefit. The Registrants expense amounts that relate to an existing condition caused by past operations that do not have future economic benefit. The Registrants record undiscounted liabilities related to these future costs when environmental assessments and/or remediation activities are probable and the costs can be reasonably estimated.

(r) Cash and Cash Equivalents and Restricted Cash

For purposes of reporting cash flows, the Registrants consider cash equivalents to be short-term, highly-liquid investments with maturities of three months or less from the date of purchase. Cash and cash equivalents held by the Bond Companies
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and the SIGECO Securitization Subsidiary (VIEs) solely to support servicing the Securitization Bonds as of December 31, 20202023 and 20192022 are reflected on CenterPoint Energy’s and Houston Electric’s Consolidated Balance Sheets.

In connection with the issuance of Securitization Bonds, CenterPoint Energy and Houston Electric were required to establish restricted cash accounts to collateralize the bonds that were issued in these financing transactions. These restricted cash accounts are not available for withdrawal until the maturity of the bonds and are not included in cash and cash equivalents. For more information on restricted cash see Note 19.18.

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(s) Preferred Stock and Dividends

Preferred stock is evaluated to determine balance sheet classification, and all conversion and redemption features are evaluated for bifurcation treatment. Proceeds received net of issuance costs are recognized on the settlement date. Cash dividends become a liability once declared. Income available to common stockholders is computed by deducting from net income the dividends accumulated and earned during the period on cumulative preferred stock.

(t) Purchase Accounting

The Registrants evaluate acquisitions to determine when a set of acquired activities and assets represent a business. When control of a business is obtained, the Registrants apply the acquisition method of accounting and record the assets acquired, liabilities assumed and any non-controlling interest obtained based on fair value at the acquisition date. The excess of the fair value of purchase consideration over the fair value of the net assets acquired is recorded as goodwill. The results of operations of the acquired business are included in the Registrants’ respective Statements of Consolidated Income beginning on the date of the acquisition.

(u) New Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). This ASU updates segment disclosure requirements through enhanced disclosures around significant segment expenses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The following table provides an overviewRegistrants are currently evaluating the impact of certain recently adopted orthis ASU on their respective consolidated financial statements.

In December 2023, the FASB issued accounting pronouncements applicableASU 2023-09, Income Taxes (Topic 740): Improvements to allIncome Tax Disclosures (“ASU 2023-09”). This ASU enhances the transparency of income tax disclosures related to rate reconciliation and income taxes. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Registrants unless otherwise noted.
Recently Adopted Accounting Standards
ASU Number and NameDescriptionDate of AdoptionFinancial Statement Impact
upon Adoption
ASU 2016-13- Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
This standard, including standards amending this standard, requires a new model called CECL to estimate credit losses for (1) financial assets subject to credit losses and measured at amortized cost and (2) certain off-balance sheet credit exposures. Upon initial recognition of the exposure, the CECL model requires an entity to estimate the credit losses expected over the life of an exposure based on historical information, current information and reasonable and supportable forecasts, including estimates of prepayments.
Transition method:modified retrospective
January 1, 2020The Registrants adopted the standard and recognized a cumulative-effect adjustment of the transition to opening retained earnings and allowance for credit losses with no impact on results of operations and cash flows. See Note 5 for more information.
ASU 2019-12: Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes
This standard simplifies accounting for income taxes by eliminating certain exceptions to the guidance for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also simplifies aspects of the accounting for franchise taxes that are partially based on income and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill.
Transition method: prospective for all amendments that apply to the Registrantsare currently evaluating the impact of this ASU on their respective consolidated financial statements.

January 1, 2020Upon adoption, the Registrants are not required to apply the intraperiod tax allocation exception when there is a current-period loss from continuing operations.  Accordingly, CenterPoint Energy determined the tax effect of income from continuing operations without considering the tax effects of items that are not included in continuing operations (i.e., discontinued operations).  Additionally, CenterPoint Energy is no longer required to limit the year-to-date tax benefit recognized when the year-to-date benefit exceeds the anticipated full year benefit.
Management believes that all other recently adopted and recently issued accounting standards that are not yet effective will not have a material impact on the Registrants’ financial position, results of operations or cash flows upon adoption.

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(3) Property, Plant and Equipment

(a) Property, Plant and Equipment

Property, plant and equipment includes the following:
December 31, 2020December 31, 2019
Weighted Average Useful LivesProperty, Plant and Equipment, GrossAccumulated Depreciation & AmortizationProperty, Plant and Equipment, NetProperty, Plant and Equipment, GrossAccumulated Depreciation & AmortizationProperty, Plant and Equipment, Net
(in years)(in millions)
December 31, 2023December 31, 2023December 31, 2022
Weighted Average Useful LivesWeighted Average Useful LivesProperty, Plant and Equipment, GrossAccumulated Depreciation & AmortizationProperty, Plant and Equipment, NetProperty, Plant and Equipment, GrossAccumulated Depreciation & AmortizationProperty, Plant and Equipment, Net
(in years)(in years)(in millions)
CenterPoint EnergyCenterPoint Energy
Electric transmission and distribution
Electric transmission and distribution
Electric transmission and distributionElectric transmission and distribution36$15,225 $4,785 $10,440 $14,360 $4,634 $9,726 
Electric generation (1)
Electric generation (1)
271,922 754 1,168 1,780 698 1,082 
Natural gas distributionNatural gas distribution2914,022 4,019 10,003 12,787 3,766 9,021 
Finance ROU asset mobile generation
Finance ROU asset mobile generation
Finance ROU asset mobile generation
Other propertyOther property151,345 594 751 1,397 602 795 
TotalTotal$32,514 $10,152 $22,362 $30,324 $9,700 $20,624 
Houston Electric
Electric transmission and distribution
Electric transmission and distribution
Electric transmission and distribution
Houston Electric
Electric transmission46$3,686 $700 $2,986 $3,358 $674 $2,684 
Electric distribution348,225 2,696 5,529 7,876 2,586 5,290 
Other transmission and distribution property221,682 534 1,148 1,595 537 1,058 
Finance ROU asset mobile generation
Finance ROU asset mobile generation
Finance ROU asset mobile generation
Other property
TotalTotal$13,593 $3,930 $9,663 $12,829 $3,797 $9,032 
CERCCERC
Natural gas distributionNatural gas distribution29$8,928 $2,392 $6,536 $8,024 $2,243 $5,781 
Natural gas distribution
Natural gas distribution
Other propertyOther property1944 22 22 55 27 28 
Other property
Other property
TotalTotal$8,972 $2,414 $6,558 $8,079 $2,270 $5,809 

(1)SIGECO and AGC own a 300 MW unit at the Warrick Power Plant (Warrick Unit 4) as tenants in common.common as of December 31, 2023. SIGECO’s share of the cost of this unit as of December 31, 2020,2023, is $195$198 million with accumulated depreciation totaling $146$171 million. Under the operating agreement, AGC and SIGECO shareshared equally in the cost of operation and output of the unit. SIGECO’s share of operating costs is included in Operation and maintenance expense in CenterPoint Energy’s Statements of Consolidated Income. SIGECO exited joint operations of Warrick 4 on January 1, 2024.

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(b) Depreciation and Amortization

The following table presents depreciation and amortization expense for 2020, 20192023, 2022 and 2018:2021:
Year Ended December 31, Year Ended December 31,
202020192018 202320222021
CenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERC CenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERC
(in millions) (in millions)
DepreciationDepreciation$961 $368 $289 $879 $339 $277 $623 $342 $261 
Amortization of securitized regulatory assetsAmortization of securitized regulatory assets155 155 271 271 531 531 
Other amortizationOther amortization73 37 15 75 38 16 76 44 19 
TotalTotal$1,189 $560 $304 $1,225 $648 $293 $1,230 $917 $280 

(c) AROs

The Registrants account for an ARO at fair value in the period during which the legal obligation is incurred if a reasonable estimate of fair value and its settlement date can be made. At the timing of recording an ARO, the associated asset retirement costs are capitalized as part of the carrying amount of the related long-lived asset. The Registrants recognize a regulatory asset or liability for the timing differences between the recognition of expenses and costs recovered through the ratemaking process. The estimates of future liabilities are developed using a discounted cash flow model based upon estimates and assumptions of future costs, interest rates, credit-adjusted risk-free rates and the estimated timing of settlement.

The Registrants have recorded AROs associated with the removal of asbestos and asbestos-containing material in its buildings, including substation building structures. CenterPoint Energy recorded AROs relating to the closure of the ash ponds at A.B. Brown and F.B. Culley. CenterPoint Energy and Houston Electric also recorded AROs relating to treated wood poles for electric distribution, distribution transformers containing PCB (also known as Polychlorinated Biphenyl), and underground fuel storage tanks. CenterPoint Energy and CERC also recorded AROs relating to gas pipelines abandoned in place. The estimates of future liabilities were developed using historical information, and where available, quoted prices from outside contractors.
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A reconciliation of the changes in the ARO liability recorded in Other non-current liabilities on each of the Registrants’ respective Consolidated Balance Sheets is as follows:
December 31, 2020December 31, 2019 December 31, 2023December 31, 2022
CenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERC CenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERC
(in millions) (in millions)
Beginning balanceBeginning balance$539 $42 $325 $258 $34 $221 
Addition from Merger with Vectren116 
Accretion expense (1)
Accretion expense (1)
Accretion expense (1)
Accretion expense (1)
16 11 16 10 
Revisions in estimates (2)
Revisions in estimates (2)
232 235 149 94 
Ending balanceEnding balance$787 $43 $571 $539 $42 $325 

(1)Reflected in Regulatory assets on each of the Registrants’ respective Consolidated Balance Sheets.

(2)In 20202023 and 2019, the Registrants2022, CenterPoint Energy and CERC reflected an increasea decrease in their respective ARO liability, which iswas primarily attributable to decreasesincreases in the long-term interest rates used for discounting in the ARO calculation and in 2019calculation. In 2023, Houston Electric reflected an increase in estimated closureits ARO liability attributable to an increase in discount rates and disposal costs, while in 2022, Houston Electric reflected a decrease in its ARO liability, which was primarily attributable to increases in the long-term interest rates used for CenterPoint Energy’s electric generation.discounting in the ARO calculation.

(4) Mergers, Acquisitions and Divestitures (CenterPoint Energy and CERC)

Merger with Vectren.Divestiture of Energy Systems Group. On the Merger Date, pursuant to the Merger Agreement, CenterPoint Energy consummated the previously announced Merger and acquired Vectren for approximately $6 billion in cash. Each share of Vectren common stock issued and outstanding immediately prior to the closing was canceled and converted into the right to receive $72.00 in cash per share, without interest. At the closing, each stock unit payable in Vectren common stock or whose value was determined with reference to the value of Vectren common stock, whether vested or unvested, was canceled with cash consideration paid in accordance with the terms of the Merger Agreement. These amounts did not include a stub period cash dividend of $0.41145 per share, which was declared, with CenterPoint Energy’s consent, by Vectren’s board of directors on January 16, 2019, and paid to Vectren stockholders as of the Merger Date.

Pursuant to the Merger Agreement and immediately subsequent to the close of the Merger, CenterPoint Energy cash settled $78 million in outstanding share-based awards issued prior to the Merger Date by Vectren to its employees. As a result of the Merger, CenterPoint Energy assumed a liability for these share-based awards of $41 million and recorded an incremental cost of $37 million in Operation and maintenance expenses on its Statements of Consolidated Income during the year ended December 31, 2019 for the accelerated vesting of the awards in accordance with the Merger Agreement.

Subsequent to the close of the Merger, CenterPoint Energy recognized severance totaling $61 million to employees terminated immediately subsequent to the Merger close, inclusive of change of control severance payments to executives of Vectren under existing agreements, and which is included in Operation and maintenance expenses on its Statements of Consolidated Income during the year ended December 31, 2019. Total severance cost for the year ended December 31, 2019 was $102 million.

In connection with the Merger, VUHI and VCC made offers to prepay certain outstanding guaranteed senior notes as required pursuant to certain note purchase agreements previously entered into by VUHI and VCC. See Note 14 for further details.

Following the closing, shares of Vectren common stock, which previously traded under the ticker symbol “VVC” on the NYSE, ceased trading on and were delisted from the NYSE.

The Merger was accounted for in accordance with ASC 805, Business Combinations, with CenterPoint Energy as the accounting acquirer of Vectren. Identifiable assets acquired and liabilities assumed were recorded at their estimated fair values on the Merger Date.

Vectren’s regulated operations, comprised of electric generation and electric and natural gas energy delivery services, are subject to the rate-setting authority of the FERC, the IURC and the PUCO, and were accounted for pursuant to U.S. generally accepted accounting principles for regulated operations. The rate-setting and cost-recovery provisions currently in place for Vectren’s regulated operations provide revenues derived from costs including a return on investment of assets and liabilities
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included in rate base. Thus, the fair value of Vectren’s tangible and intangible assets and liabilities subject to these rate-setting provisions approximated their carrying values on the Merger Date.  The fair value of regulatory assets not earning a return were determined using the income approach and are considered Level 3 fair value measurements due to the use of significant judgmental and unobservable inputs.

The fair value of Vectren’s assets acquired and liabilities assumed that are not subject to the rate-setting provisions, including identifiable intangibles, were determined using the income approach and the market approach. The valuation of Vectren’s long-term debt was primarily considered a Level 2 fair value measurement. All other valuations were considered Level 3 fair value measurements due to the use of significant judgmental and unobservable inputs, including projected timing and amount of future cash flows and discount rates reflecting risk inherent in the future market prices.

The following table presents the purchase price allocation as of December 31, 2019, reflecting the final purchase price allocation and inclusive of assets and liabilities subsequently recast as held for sale (in millions):
Cash and cash equivalents$16 
Other current assets577 
Property, plant and equipment, net5,147 
Identifiable intangibles297 
Regulatory assets338 
Other assets141 
Total assets acquired6,516 
Current liabilities648 
Regulatory liabilities938 
Other liabilities886 
Long-term debt2,401 
Total liabilities assumed4,873 
Net assets acquired1,643 
Goodwill4,339 
Total purchase price consideration$5,982 

CenterPoint Energy completed a final valuation analysis necessary to determine the fair market values of all of Vectren’s assets and liabilities and the allocation of its purchase price. Changes from the preliminary purchase price allocation originally reported in the first quarter of 2019 primarily included additional information obtained related to intangible assets and the allocation of the fair value between reporting units.

The excess of the purchase price over the estimated fair values of the assets acquired and liabilities assumed is recognized as goodwill, which is primarily attributable to significant potential strategic benefits to CenterPoint Energy, including growth opportunities for more rate-regulated investment, more customers for existing products and services and additional products and services for existing customers. Additionally, CenterPoint Energy believes the Merger will increase geographic and business diversity as well as scale in attractive jurisdictions and economies. The value assigned to goodwill will not be deductible for tax purposes.

The fair value of the identifiable intangible assets and related useful lives as included in the purchase price allocation on the Merger Date, reflecting the final purchase price allocation and inclusive of intangible assets subsequently recast as held for sale, include:
Weighted Average Useful LivesEstimated Fair Value
(in years)(in millions)
Operation and maintenance agreements24$12 
Customer relationships18200 
Construction backlog127 
Trade names1058 
Total$297 
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Amortization expense related to the operation and maintenance agreements and construction backlog was $24 million in 2019, and is included in Non-utility cost of revenues, including natural gas on CenterPoint Energy’s Statements of Consolidated Income. Amortization expense related to customer relationships and trade names was $16 million in 2019 and is included in Depreciation and amortization expense on CenterPoint Energy’s Statements of Consolidated Income.

The results of operations for Vectren included in CenterPoint Energy’s Consolidated Financial Statements from the Merger Date for the year ended December 31, 2019, reflecting results included in both continuing operations and discontinued operations, are as follows:
(in millions)
Operating revenues$2,729 
Net income190 

The following unaudited pro forma financial information reflects the consolidated results of operations of CenterPoint Energy, assuming the Merger had taken place on January 1, 2018 and reflecting results included in both continuing operations and discontinued operations. The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of the consolidated results of operations that would have been achieved had the Merger taken place on the dates indicated or of the future consolidated results of operations of the combined company.
Year Ended December 31,
20192018
(in millions)
Operating revenues$12,547 $13,282 
Net income812 (1)458 (2)

(1)Pro forma net income was adjusted to exclude $37 million of Vectren Merger-related transaction costs incurred in 2019.
(2)Pro forma net income was adjusted to include $37 million of Vectren Merger-related transaction costs incurred in 2019.

CenterPoint Energy incurred integration costs in connection with the Merger of $83 million for the year ended December 31, 2019, which were included in Operation and maintenance expenses in CenterPoint Energy’s Statements of Consolidated Income.

Acquisition of Utility Pipeline Construction Company. An acquisition was made during the year ended December 31, 2019 by CenterPoint Energy’s Infrastructure Services Disposal Group, resulting in goodwill and intangible assets of approximately $6 million and $8 million, respectively. The intangible assets primarily relate to backlog and customer relationships. The allocation of the $25 million purchase price has been finalized. The results of operations for the acquired company have been included in CenterPoint Energy’s consolidated financial statements from the date of acquisition, and are reflected as a discontinued operation in the Infrastructure Services Disposal Group. Pro forma results of operations have not been presented for the acquisition because the effects of the acquisition were not significant to CenterPoint Energy’s consolidated financial results for all periods presented.

Divestiture of Infrastructure Services (CenterPoint Energy). On February 3, 2020,May 21, 2023, CenterPoint Energy, through its subsidiary VUSI,Vectren Energy Services, entered into the Securitiesan Equity Purchase Agreement to sell the Infrastructure Services Disposal Group to PowerTeam Services. Subject to the terms and conditions of the Securities Purchase Agreement, PowerTeam Services agreed to purchase all of the outstanding equitylimited liability company interests of VISCOEnergy Systems Group to ESG Holdings Group, for approximately $850a purchase price of $157 million, subject to customary adjustments set forth in the SecuritiesEquity Purchase Agreement, including adjustments based on VISCO’sEnergy Systems Group’s net working capital at closing, indebtedness, cash and cash equivalents and transaction expenses. The transaction closed on April 9, 2020 for $850June 30, 2023, and CenterPoint Energy received $154 million in cash, subject to the working capital adjustment.cash. Additionally, as of December 31, 2020,2023, CenterPoint Energy had a receivable from PowerTeam Servicespayable of
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approximately $2 million to ESG Holdings Group for working capital and other adjustments set forth in the SecurityEquity Purchase Agreement. CenterPoint Energy collected a receivable of $4 million from PowerTeam Services in January 2021 for full and final settlement of the working capital adjustment under the Securities Purchase Agreement.

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In February 2020,May 2023, certain assets and liabilities representing the Infrastructure Services Disposalof Energy Systems Group met the held for sale criteria. The divestiture of Energy Systems Group reflects CenterPoint Energy’s continued strategic focus on its core utility businesses. The historical annual revenues, net income and total assets of Energy Systems Group did not have a sufficient effect, quantitatively or qualitatively, on CenterPoint Energy’s financial results to be considered a strategic shift. Therefore, the income and expenses associated with Energy Systems Group were not reflected as discontinued operations on CenterPoint Energy’s Statements of Consolidated Income. For disposal groups that are classified as held for sale but that do not meet the criteria for discontinued operations reporting, the assets and represented allliabilities of the businesses withindisposal group are required to be separately presented on the reporting unit. In accordanceface of the balance sheet only in the initial period in which it is classified as held for sale. Therefore, CenterPoint Energy’s Consolidated Balance Sheets as of December 31, 2022 were not recast to reflect Energy Systems Group’s assets and liabilities as held for sale. Depreciation and amortization of long-lived assets ceased at the end of the quarter in which the held for sale criteria is met. Additionally, as a result of the completion of the sale of Energy Systems Group in June 2023, there were no assets or liabilities classified as held for sale as of December 31, 2023. For a discussion of guarantees and product warranties related to Energy Systems Group, see Note 15(c).

CenterPoint Energy recognized a loss on sale of approximately $13 million, including $3 million of transaction costs, during the twelve months ended December 31, 2023, in connection with the Securities Purchase Agreement, VISCO was converted from a wholly-owned corporation to a limited liability company that was disregarded for federal income tax purposes immediately prior to the closing of the transaction resultingsale of Energy Systems Group. Additionally, CenterPoint Energy recognized a current tax expense of $32 million during the twelve months ended December 31, 2023, as a result of the cash taxes payable upon the closing of the sale.

The pre-tax income (loss) for Energy Systems Group, excluding interest and corporate allocations, included in CenterPoint Energy’s Statements of Consolidated Income is as follows:

Year Ended December 31,
2023 (1)
20222021
(in millions)
Income (Loss) from Continuing Operations Before Income Taxes$(4)$$(3)

(1)Reflects January 1, 2023 to June 30, 2023 results only due to of the sale of membership units. Energy Systems Group.

Divestiture of Arkansas and Oklahoma Natural Gas Businesses (CenterPoint Energy and CERC).On April 29, 2021, CenterPoint Energy, through its subsidiary CERC Corp., entered into the AROK Asset Purchase Agreement to sell its Arkansas and Oklahoma Natural Gas businesses for $2.15 billion in cash, including recovery of approximately $425 million in natural gas costs, including storm-related incremental natural gas costs associated with the February 2021 Winter Storm Event, subject to certain adjustments set forth in the AROK Asset Purchase Agreement. The assets included approximately 17,000 miles of main pipeline in Arkansas, Oklahoma and certain portions of Bowie County, Texas serving more than half a million customers. The transaction closed on January 10, 2022.

The sale was considered an asset sale for tax purposes, requiring net deferred tax liabilities of approximately $129 million as of April 9, 2020,to be excluded from held for sale balances. The deferred taxes associated with the date the transaction closed, to bebusinesses were recognized as a deferred income tax benefit by CenterPoint Energy. Additionally, CenterPoint Energy recognized a current tax expense of $158 million during the year ended December 31, 2020, as a resultand CERC upon closing of the cash taxes payable upon sale.sale in 2022.

Upon classifyingAlthough the Infrastructure Services Disposal Group asArkansas and Oklahoma Natural Gas businesses met the held for sale criteria as of December 31, 2021, their disposals did not represent a strategic shift to CenterPoint Energy and CERC, as both retained significant operations in, connectionand continued to invest in, their natural gas businesses. Therefore, the income and expenses associated with the preparation ofdisposed businesses were not reflected as discontinued operations on CenterPoint Energy’s financial statementsand CERC’s Statements of Consolidated Income, as applicable. Since the depreciation on the Arkansas and Oklahoma Natural Gas assets continued to be reflected in revenues through customer rates until the closing of March 31, 2020,the transaction and will be reflected in the carryover basis of the rate-regulated assets, CenterPoint Energy recorded a goodwill impairmentand CERC continued to record depreciation on those assets through the closing of approximately $82 million, plus an additional lossthe transaction. The Registrants record assets and liabilities held for sale at the lower of $14 million fortheir carrying value or their estimated fair value less cost to sell, during the year ended December 31, 2020. Additionally, sell.

CenterPoint Energy and CERC recognized agains of $303 million and $557 million, respectively, net pre-tax loss of $6transaction costs of $59 million, in connection with the closing of the disposition of the Infrastructure Services Disposal GroupArkansas and Oklahoma Natural Gas businesses during the year ended December 31, 2020, respectively.

In the Securities Purchase Agreement,2022. CenterPoint Energy agreed to a mechanism to reimburse PowerTeam Services subsequent to closing of the sale for certain amounts of specifically identified change orders that may be ultimately rejected by one of VISCO’s customers as part of on-going audits. CenterPoint Energy’s maximum contractual exposure under the Securities Purchase Agreement, in addition to the amount reflected in the working capital adjustment, for these change orders is $21 million. CenterPoint Energy does not expect the ultimate outcome of this matter to have a material adverse effect on its financial condition, results of operations or cash flows. CenterPoint Energy anticipates this matter will be resolved in the first half of 2021.

Divestiture of Energy Services (CenterPoint Energy and CERC). On February 24, 2020, CenterPoint Energy, through its subsidiary CERC Corp., entered into the Equity Purchase Agreement to sell the Energy Services Disposal Group to Symmetry Energy Solutions Acquisition. This transaction did not include CEIP and its assets or MES. Symmetry Energy Solutions Acquisition agreed to purchase all of the outstanding equity interests of the Energy Services Disposal Group for approximately $400 million, subject to customary adjustments set forth in the Equity Purchase Agreement, and inclusive of an estimate of the cash adjustment for the Energy Services Disposal Group’s net working capital at closing, indebtedness and transaction expenses. The transaction closed on June 1, 2020 for approximately $286 million in cash, subject to the working capital adjustment. CenterPoint Energy collected a receivable of $79$15 million from Symmetry Energy Solutions Acquisition in October 2020May 2022 for full and final settlement of the working capital adjustment under the EquityAROK Asset Purchase Agreement.
114



In February 2020, certainNeither CenterPoint Energy nor CERC recognized any gains or losses on the measurement of assets and liabilities representing the Energy Services Disposal Group met the criteria to be classified as held for sale and represented substantially all of the businesses within the reporting unit. In accordance with the Equity Purchase Agreement, CES was converted from a wholly-owned corporation to a limited liability company that is disregarded for federal income tax purposes immediately prior to the closing of the transaction resulting in the sale of membership units. The sale was considered an asset sale for tax purposes, requiring the net deferred tax liability of approximately $4 million as of June 1, 2020, the date the transaction closed, to be recognized as a deferred tax benefit by CenterPoint Energy and CERC upon closing. Additionally, CenterPoint Energy and CERC recognized current tax expense of $4 million during the year ended December 31, 2020, respectively, as a result2021. See Note 6 for further information about the allocation of goodwill to the cash taxes payable upon sale.businesses to be disposed.

Upon classifying the Energy Services Disposal Group as held for sale and in connection with the preparation of CenterPoint Energy’s and CERC’s respective financial statements as of March 31, 2020, CenterPoint Energy and CERC recorded a goodwill impairment of approximately $62 million during the year ended December 31, 2020. Additionally, CenterPoint Energy recognized a loss on assets held for sale of approximately $31 million, plus an additional loss $6 million for cost to sell, recorded only at CenterPoint Energy during the year ended December 31, 2020, respectively. CenterPoint Energy and CERC recognized a gain on sale of $3 million during the year ended December 31, 2020.

As a result of the completion of the sale of the Energy ServicesArkansas and Infrastructure Services Disposal Groups,Oklahoma Natural Gas businesses, there were no assets or liabilities classified as held for sale as of December 31, 2020. The assets and liabilities of the Infrastructure Services and Energy Services Disposal Groups as of December 31, 2019 have been recast as assets and liabilities held for sale and retained their current or long-term classification applicable as of December 31, 2019. Long-lived assets are not depreciated or amortized once they are classified as held for sale.2022.

125


The assetspre-tax income for the Arkansas and liabilities of the Infrastructure ServicesOklahoma Natural Gas businesses, excluding interest and Energy Services Disposal Groups classified as held for salecorporate allocations, included in CenterPoint Energy’s and CERC’s CondensedStatements of Consolidated Balance Sheets,Income is as applicable,follows:
Year Ended December 31,Year Ended December 31,
2022 (1)
2021
(in millions)
Income from Continuing Operations Before Income Taxes$$78 

(1)Reflects January 1, 2022 to January 9, 2022 results only due to of the sale of the Arkansas and Oklahoma Natural Gas businesses.

Effective on the date of the closing of the disposition of the Arkansas and Oklahoma Natural Gas businesses, a subsidiary of CenterPoint Energy entered into the Transition Services Agreement, whereby that subsidiary agreed to provide certain transition services such as accounting, customer operations, procurement, and technology functions for a term of up to twelve months. In November 2022, a significant majority of all services under the Transition Services Agreement were terminated, and on January 10, 2023, all remaining services were terminated.

CenterPoint Energy’s charges to Southern Col Midco for reimbursement of transition services was less than $1 million and $40 million during the years ended December 31, 2023 and 2022, respectively. Actual transition services costs incurred are recorded net of amounts charged to Southern Col Midco. CenterPoint Energy had no accounts receivable and accounts receivable of $1 million as of December 31, 2019 included the following:2023 and 2022, respectively, from Southern Col Midco for transition services.

December 31, 2019
CenterPoint EnergyCERC
Infrastructure Services Disposal GroupEnergy Services Disposal GroupTotalEnergy Services Disposal Group
(in millions)
Receivables, net$192 $445 $637 $445 
Accrued unbilled revenues109 117 
Natural gas inventory67 67 67 
Materials and supplies
Non-trading derivative assets136 136 136 
Other35 39 35 
Total current assets held for sale311 691 1,002 691 
Property, plant and equipment, net295 26 321 26 
Goodwill
220 62 282 62 
Non-trading derivative assets58 58 58 
Other234 67 301 67 
Total non-current assets held for sale749 213 962 213 
Total assets held for sale$1,060 $904 $1,964 $904 
Accounts payable$45 $299 $344 $299 
Taxes accrued
Non-trading derivative liabilities44 44 44 
Other40 25 65 25 
Total current liabilities held for sale87 368 455 368 
Non-trading derivative liabilities14 14 14 
Benefit obligations
Other16 25 
Total non-current liabilities held for sale16 27 43 27 
Total liabilities held for sale$103 $395 $498 $395 
Divestiture of MES (CenterPoint Energy and CERC). CenterPoint Energy, through its subsidiary CERC Corp., completed the sale of MES on August 31, 2021 to Last Mile Energy. Prior to the transaction, MES provided temporary delivery of LNG and CNG throughout the contiguous 48 states and MES was reflected in CenterPoint Energy’s Natural Gas reportable segment and CERC’s single reportable segment, as applicable.

Because the Infrastructure Services and Energy Services Disposal Groups met the held for sale criteria and their disposals alsoThe MES disposal did not represent a strategic shift to CenterPoint Energy and CERC, as applicable,both retained significant operations in, and continued to invest in, their natural gas businesses. Therefore, the earningsincome and expenses directly associated with these dispositions, including operating results of the businesses through the date of sale,MES are not reflected as discontinued operations on CenterPoint Energy’s and CERC’s Statements of Consolidated Income, as applicable. AsCenterPoint Energy and CERC recognized a result, prior periods have also been recastpre-tax gain on the sale of $8 million and $11 million, respectively, during year ended December 31, 2021. See Note 6 for further information about the allocation of goodwill to reflect the earnings or losses from such businesses as income from discontinued operations, net of tax.MES disposal.

126Discontinued Operations (CenterPoint Energy)


CenterPoint Energy’s discontinued operations reflect the disposal of its interests in Enable, which represented a strategic shift that had a major effect on CenterPoint Energy’s operations and financial results. As such, the equity in earnings of unconsolidated affiliates, net of tax, associated with CenterPoint Energy’s equity investment in Enable was reflected as discontinued operations on CenterPoint Energy’s Statements of Consolidated Income.

A summary of the Infrastructure Services and Energy Services Disposal Groups presented as discontinued operations presented in CenterPoint Energy’s Statements of Consolidated Income as applicable, is as follows:

Year Ended December 31,
2020
2019 (1)
202020192018202020192018
CenterPoint Energy
Infrastructure Services Disposal GroupEnergy Services Disposal GroupTotal
(in millions)
Revenues$250 $1,190 $1,167 $3,767 $4,503 $1,417 $4,957 $4,503 
Expenses:
Non-utility cost of revenues50 309 1,108 3,597 4,459 1,158 3,906 4,459 
Operation and maintenance184 714 34 68 66 218 782 66 
Depreciation and amortization50 12 13 62 13 
Taxes other than income taxes
Goodwill Impairment48 48 
Total235 1,075 1,145 3,727 4,540 1,380 4,802 4,540 
Income (loss) from Discontinued Operations before income taxes15 115 22 40 (37)37 155 (37)
Loss on classification to held for sale, net (2)(102)(96)(198)
Income tax expense (benefit)24 29 (3)17 (9)21 46 (9)
Net income (loss) from Discontinued Operations$(111)$86 $(71)$23 $(28)$(182)$109 $(28)

(1)Reflects February 1, 2019 to December 31, 2019 results only due to the Merger.

(2)Loss from classification to held for sale is inclusive of goodwill impairment, gains and losses recognized upon sale, and for CenterPoint Energy, its costs to sell.

Internal Spin (CERC). On September 4, 2018, CERC completed the Internal Spin. CERC executed the Internal Spin to, among other things, enhance the access of CERC and CenterPoint Energy to low cost debt and equity through increased transparency and understandability of the financial statements, improve CERC’s credit quality by eliminating the exposure to Enable’s midstream business and provide clarity of internal reporting and performance metrics to enhance management’s decision making for CERC and CNP Midstream.

The Internal Spin represented a significant strategic shift that had a material effect on CERC’s operations and financial results and, as a result, CERC’s distribution of its equity investment in Enable met the criteria for discontinued operations classification. CERC has no continuing involvement in the equity investment of Enable. Therefore, CERC’s equity in earnings and related income taxes were classified as Income from discontinued operations, net of tax, in CERC’s Statements of Consolidated Income for the periods presented. CERC’s equity method investment and related deferred income tax liabilities were classified as Investment in unconsolidated affiliate - discontinued operations and Deferred income taxes, net - discontinued operations, respectively, in CERC’s Consolidated Balance Sheets for the periods presented.

Year Ended December 31, 2021
(in millions)
Equity in earnings of unconsolidated affiliate, net$1,019 
Income from discontinued operations before income taxes1,019 
Income tax expense201 
Net income from discontinued operations$818 
127115


A summary of the Energy Services Disposal Group and Internal Spin presented as discontinued operations in CERC’s Statements of Consolidated Income, as applicable, is as follows:
Year Ended December 31,
202020192018
CERC
(in millions)
Revenues$1,167 $3,767 $4,503 
Expenses:
Non-utility cost of revenues1,108 3,597 4,459 
Operation and maintenance34 68 66 
Depreciation and amortization12 13 
Taxes other than income taxes
Goodwill Impairment48 
Total1,145 3,727 4,540 
Equity in earnings of unconsolidated affiliate, net184 
Income (loss) from Discontinued Operations before income taxes22 40 147 
Loss on classification to held for sale, net (1)
(90)
Income tax expense (benefit)(2)17 37 
Net income (loss) from Discontinued Operations$(66)$23 $110 

(1)Loss from classification to held for sale is inclusive of goodwill impairment, gains and losses recognized upon sale, and for CenterPoint Energy, its costs to sell.

CenterPoint Energy and CERC have elected not to separately disclose discontinued operations on their respective Condensedits Statements of Consolidated Cash Flows. LExcept as discussed in Note 2, long-lived assets are not depreciated or amortized once they are classified as held for sale. The following table summarizes CenterPoint Energy’s and CERC’s cash flows from discontinued operations and certain supplemental cash flow disclosures as applicable:

Year Ended December 31, 2021
Cash flows from operating activities:(in millions)
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on Enable Merger$(681)
Equity in earnings of unconsolidated affiliate(339)
Distributions from unconsolidated affiliate155 
Cash flows from investing activities:
Transaction costs related to the Enable Merger(49)
Cash received related to Enable Merger

Disposal of Investment in Enable (CenterPoint Energy).On December 2, 2021, Enable completed the previously announced Enable Merger pursuant to the Infrastructure ServicesEnable Merger Agreement entered into on February 16, 2021. At the closing of the Enable Merger on December 2, 2021, Energy Transfer acquired 100% of Enable’s outstanding common and preferred units, and, as a result, Enable Common Units owned by CenterPoint Energy were exchanged for Energy Transfer Common Units and Enable Series A Preferred Units owned by CenterPoint Energy were exchanged for Energy Transfer Series G Preferred Units.

During the year ended December 31, 2022, CenterPoint Energy sold all of its remaining Energy Transfer Common Units and Energy Transfer Series G Preferred Units. See Note 11 for further information regarding Energy Transfer equity securities.

Distributions Received from Enable (CenterPoint Energy):
Year Ended December 31, 2021
Per UnitCash Distribution
(in millions)
Enable Common Units$0.6610 $155 
Enable Series A Preferred Units2.2965 34 
Total$189 
Transactions with Enable (CenterPoint Energy and CERC):

The transactions with Enable through December 2, 2021 in the following tables exclude transactions with the Energy Services Disposal Groups, as applicable:
Year Ended December 31,
2020
2019 (1)
202020192018
CenterPoint Energy
Infrastructure Services Disposal GroupEnergy Services Disposal Group
(in millions)
Depreciation and amortization$$50 $$12 $13 
Amortization of intangible assets in Non-utility cost of revenues19 
Write-down of natural gas inventory
Capital expenditures18 67 12 21 
Non-cash transactions:
Accounts payable related to capital expenditures
Group.
Year Ended December 31, 2021
(in millions)
Natural gas expenses, including transportation and storage costs (1)
$85 

(1)Reflects February 1, 2019 to December 31, 2019 results only due to the Merger.

Year Ended December 31,
202020192018
CERC
Energy Services Disposal Group
(in millions)
Depreciation and amortization$$12 $13 
Write-down of natural gas inventory
Capital expenditures12 21 
Non-cash transactions:
Accounts payable related to capital expenditures

Included in Utility natural gas, fuel and purchased power on CenterPoint Energy’s Statements of Consolidated Income and in Utility natural gas on CERC’s Statements of Consolidated Income.
128116


Other Sale Related MattersSummarized Financial Information for Enable (CenterPoint Energy and CERC). CES provided natural gas supply to CenterPoint Energy’s and CERC’s Natural Gas under contracts executed in a competitive bidding process, with the duration of some contracts extending into 2021. In addition, CERC is the natural gas transportation provider for a portion of CES’s customer base and will continue to be the transportation provider for these customers as long as these customers retain a relationship with the divested CES business.Energy)

Transactions between CES and CenterPoint Energy’s and CERC’s Natural Gas that were previously eliminated in consolidation have been reflected in continuing operations untilSummarized consolidated income (loss) information for Enable is as follows:
Year Ended December 31, 2021 (1)
(in millions)
Operating revenues$3,466 
Cost of sales, excluding depreciation and amortization1,959 
Depreciation and amortization382 
Operating income634 
Net income attributable to Enable Common Units461 
Reconciliation of Equity in Earnings (Losses), net before income taxes:
CenterPoint Energy’s interest$248 
Basis difference amortization (2)
92 
Loss on dilution, net of proportional basis difference recognition(1)
Gain on Enable Merger680 
CenterPoint Energy’s equity in earnings (losses), net before income taxes (3)
$1,019 
(1)Reflects January 1, 2021 to December 2, 2021 results only due to the closing of the saleEnable Merger.
(2)Equity in earnings of unconsolidated affiliate includes CenterPoint Energy’s share of Enable earnings adjusted for the amortization of the Energy Services Disposal Group. Revenuesbasis difference of CenterPoint Energy’s original investment in Enable and expenses includedits underlying equity in continuing operations were as follows:

Year Ended December 31,
2020 (1)
20192018
2020 (1)
20192018
CenterPoint EnergyCERC
(in millions)
Transportation revenue$34 $101 $104 $34 $101 $104 
Natural gas expense48 125 107 47 124 107 

(1)Represents charges fornet assets of Enable. The basis difference was being amortized through the period January 1, 2020 until theyear 2048 and ceased upon closing of the sale of the Energy Services Disposal Group.Enable Merger.

(3)
Natural Gas has AMAs associated with its utility distribution service in Arkansas, Louisiana, Mississippi, Oklahoma and Texas. The AMAs are with the Energy Services Disposal Group and will expire in 2021. Pursuant to the provisions of the agreements, Natural Gas sells natural gas and agrees to repurchase an equivalent amount of natural gas during the winter heating seasons at the same cost. These transactions are accounted forReported as inventory financing. CenterPoint Energy and CERC had outstanding obligations related to the AMAs of $24 million and $-0- as of December 31, 2020 and December 31, 2019, respectively.

The Infrastructure Services Disposal Group provided pipeline construction and repair services todiscontinued operations on CenterPoint Energy’s and CERC’s Natural Gas. In accordance with consolidation guidance in ASC 980—Regulated Operations, costs incurred by Natural Gas utilities for these pipeline construction and repair services are not eliminated in consolidation when capitalized and included in rate base by the Natural Gas utility. Amounts charged for these services that are not capitalized are included primarily in Operation and maintenance expenses. Fees incurred by CenterPoint Energy’s and CERC’s Natural Gas for pipeline construction and repair services are as follows:

Year Ended December 31,
2020 (1)
2019 (2)
20202019
CenterPoint EnergyCERC
(in millions)
Pipeline construction and repair services capitalized$34 $162 $$20 
Pipeline construction and repair service charges in operations and maintenance expense

(1)Represents charges for the period January 1, 2020 until the closingStatements of the sale of the Infrastructure Services Disposal Group.

(2)Represents charges for the period beginning February 1, 2019 through December 31, 2019 due to the Merger.Consolidated Income.

(5) Revenue Recognition

In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Registrants expect to be entitled to receive in exchange for these goods or services. The revenues and related balances in the following tables exclude operating revenues and balances from the Energy Services and Infrastructure Services Disposal Groups, which are reflected as discontinued operations and assets held for sale prior to the date of closing of each transaction. See Note 4 for further information.

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During the fourth quarter of 2020, there was a realignment of reportable segments at CenterPoint Energy and CERC. See Note 18 for further information. As a result, certain prior year amounts have been reclassified to conform to the current year presentation. The following tables disaggregate revenues by reportable segment and major source:

CenterPoint Energy
Year Ended December 31, 2020
ElectricNatural GasCorporate and OtherTotal
(in millions)
Revenue from contracts$3,451 $3,586 $313 $7,350 
Other (1)
19 45 68 
Total revenues$3,470 $3,631 $317 $7,418 
Year Ended December 31, 2019
Electric (2)Natural Gas (2)Corporate and Other (2)Total
(in millions)
Revenue from contracts$3,507 $3,714 $290 $7,511 
Other (1)
12 36 53 
Total revenues$3,519 $3,750 $295 $7,564 
Year Ended December 31, 2018
ElectricNatural GasCorporate and OtherTotal
(in millions)
Revenue from contracts$3,235 $3,042 $$6,282 
Other (1)
(3)(11)(5)
Total revenues$3,232 $3,031 $14 $6,277 

(1)Primarily consists of income from ARPs and leases. ARPs are contracts between the utility and its regulators, not between the utility and a customer. The Registrants recognize ARP revenue as other revenues when the regulator-specified conditions for recognition have been met. Upon recovery of ARP revenue through incorporation in rates charged for utility service to customers, ARP revenue is reversed and recorded as revenue from contracts with customers. The recognition of ARP revenues and the reversal of ARP revenues upon recovery through rates charged for utility service may not occur in the same period. Total lease income was $6 million for each of the years ended December 31, 2020 and 2019.

(2)ReflectsThe following tables disaggregate revenues from Vectren subsidiaries for the period from February 1, 2019 to December 31, 2019.by reportable segment and major source:

Houston ElectricCenterPoint Energy
Year Ended December 31, 2023
ElectricNatural GasCorporate and OtherTotal
(in millions)
Revenue from contracts with customers$4,275 $4,210 $127 $8,612 
Other (1)
15 69 87 
Eliminations— (3)— (3)
Total revenues$4,290 $4,276 $130 $8,696 
117


Year Ended December 31,
202020192018
(in millions)
Revenue from contracts$2,896 $2,984 $3,235 
Year Ended December 31, 2022Year Ended December 31, 2022
ElectricElectricNatural GasCorporate and OtherTotal
(in millions)(in millions)
Revenue from contracts with customers
Other (1)
Other (1)
15 (1)
Total revenuesTotal revenues$2,911 $2,990 $3,234 
Year Ended December 31, 2021
Year Ended December 31, 2021
Year Ended December 31, 2021
ElectricElectricNatural GasCorporate and OtherTotal
(in millions)(in millions)
Revenue from contracts with customers
Other (1)
Total revenues

(1)Primarily consists of income from ARPs and leases. ARPs are contracts between the utility and its regulators, not between the utility and a customer. The Registrants recognize ARP revenue as other revenues when the regulator-specified conditions for recognition have been met. Upon recovery of ARP revenue through incorporation in rates charged for utility service to customers, ARP revenue is reversed and recorded as revenue from contracts with customers. The recognition of ARP revenues and the reversal of ARP revenues upon recovery through rates charged for utility service may not occur in the same period. LeaseTotal lease income was not significant$8 million, $7 million and $7 million for each of the years ended December 31, 20202023, 2022 and 2019.2021, respectively.
130



CERCHouston Electric

Year Ended December 31,
202020192018
(in millions)
Revenue from contracts$2,714 $2,979 $3,042 
Year Ended December 31,Year Ended December 31,
2023202320222021
(in millions)(in millions)
Revenue from contracts with customers
Other (1)
Other (1)
49 39 (11)
Total revenuesTotal revenues$2,763 $3,018 $3,031 

(1)Primarily consists of income from ARPs and leases. ARPs are contracts between the utility and its regulators, not between the utility and a customer. The Registrants recognize ARP revenue as other revenues when the regulator-specified conditions for recognition have been met. Upon recovery of ARP revenue through incorporation in rates charged for utility service to customers, ARP revenue is reversed and recorded as revenue from contracts with customers. The recognition of ARP revenues and the reversal of ARP revenues upon recovery through rates charged for utility service may not occur in the same period. Lease income was $2 millionnot significant for the yearyears ended December 31, 20202023, 2022, and less than $1 million for the year ended December 31, 2019.2021.

CERC
Year Ended December 31,
202320222021
(in millions)
Revenue from contracts with customers$4,083 $4,816 $4,148 
Other (1)
66 (16)52 
Total revenues$4,149 $4,800 $4,200 

(1)Primarily consists of income from ARPs and leases. Lease income was $4 million, $3 million and $3 million, respectively, for the years ended December 31, 2023, 2022 and 2021.

Revenues from Contracts with Customers

Electric (CenterPoint Energy and Houston Electric). Houston Electric distributes electricity to customers over time and customers consume the electricity when delivered. Indiana Electric generates, distributes and transmits electricity to customers over time, and customers consume the electricity when delivered. Revenue, consisting of both volumetric and fixed tariff rates set by state regulators, such as the PUCT and the IURC, is recognized as electricity is delivered and represents amounts both billed and unbilled. Discretionary services requested by customers are provided at a point in time with control transferring upon the completion of the service. Revenue for discretionary services provided by Houston Electric is recognized upon completion of service based on the tariff rates set by the PUCT. Payments for electricity distribution and discretionary services are aggregated and received on a monthly basis. Houston Electric performs transmission services over time as a stand-ready obligation to provide a reliable network of transmission systems. Revenue is recognized upon time elapsed, and the monthly tariff rate set by the regulator. Payments are received on a monthly basis. Indiana Electric customers are billed monthly and payment terms, set by the regulator, require payment within a month of billing.
118



Natural Gas (CenterPoint Energy and CERC). CenterPoint Energy and CERC distribute and transport natural gas to customers over time, and customers consume the natural gas when delivered. Revenue, consisting of both volumetric and fixed tariff rates set by the state governing agency for that service area, is recognized as natural gas is delivered and represents amounts both billed and unbilled. Discretionary services requested by the customer are satisfiedprovided at a point in time and revenuewith control transferring upon completion of the service. Revenue for discretionary services is recognized upon completion of service andbased on the tariff rates set by the applicable state regulator. Payments of natural gas distribution, transportation and discretionary services are aggregated and received on a monthly basis.

Contract Balances. When the timing of delivery of service is different from the timing of the payments made by customers and when the right to consideration is conditioned on something other than the passage of time, the Registrants recognize either a contract asset (performance precedes billing) or a contract liability (customer payment precedes performance). Those customers that prepay are represented by contract liabilities until the performance obligations are satisfied. The Registrants’ contract assets are included in Accrued unbilled revenues in their Consolidated Balance Sheets. As of December 31, 2020, CenterPoint Energy’s contract assets primarily relate to ESG contracts where revenue is recognized using the input method. The Registrants’and contract liabilities are included in Accounts payable and Other current liabilities in their Consolidated Balance Sheets. On an aggregate basis as of December 31, 2020, CenterPoint Energy’s contract assets and contract liabilities primarily relaterelated to ESGEnergy Systems Group contracts where revenue iswas recognized using the input method.method prior to the sale of Energy Systems Group that was completed on June 30, 2023.

131


The opening and closing balances of accounts receivable, other accrued unbilled revenue, contract assets and contract liabilities from contracts with customers for the year ended December 31, 2020 are as follows:

CenterPoint Energy
Accounts ReceivableOther Accrued Unbilled RevenuesContract
Assets
Contract Liabilities
(in millions)
Opening balance as of December 31, 2019$566 $469 $$30 
Closing balance as of December 31, 2020604 505 27 18 
Increase$38 $36 $21 $(12)
Accounts ReceivableOther Accrued Unbilled Revenues
Contract
Assets (1)
Contract Liabilities (1)
(in millions)
Opening balance as of December 31, 2022$858 $764 $$45 
Closing balance as of December 31, 2023652 516 — 
Increase (decrease)$(206)$(248)$(4)$(43)

(1) Decrease primarily related to the completed sale of Energy Systems Group on June 30, 2023.

The amount of revenue recognized in the year ended December 31, 20202023 that was included in the opening contract liability was $30$2 million. The difference between the opening and closing balances of the contract liabilities primarily results from the timing difference between CenterPoint Energy’s performance and the customer’s payment.

Houston Electric
Accounts ReceivableOther Accrued Unbilled RevenuesContract Liabilities
(in millions)
Opening balance as of December 31, 2019$210 $117 $
Closing balance as of December 31, 2020225 113 
Increase (decrease)$15 $(4)$
Accounts ReceivableOther Accrued Unbilled RevenuesContract Liabilities
(in millions)
Opening balance as of December 31, 2022$271 $142 $
Closing balance as of December 31, 2023275 142 
Increase$$— $— 

The amount of revenue recognized in the year ended December 31, 20202023 that was included in the opening contract liability was $3$2 million. The difference between the opening and closing balances of the contract liabilities primarily results from the timing difference between Houston Electric’s performance and the customer’s payment.

CERC
Accounts ReceivableOther Accrued
Unbilled Revenues
(in millions)
Opening balance as of December 31, 2019$222 $249 
Closing balance as of December 31, 2020214 261 
Increase (decrease)$(8)$12 
Accounts ReceivableOther Accrued
Unbilled Revenues
(in millions)
Opening balance as of December 31, 2022$478 $573 
Closing balance as of December 31, 2023330 329 
Decrease$(148)$(244)

CERC does not have any opening or closing contract asset or contract liability balances.
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Remaining Performance Obligations (CenterPoint Energy). The table below discloses (1)Following the aggregate amountcompleted sale of the transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of the end of the reporting period for contracts and (2) whenEnergy Systems Group on June 30, 2023, CenterPoint Energy expects to recognize this revenue. Such contracts include energyhad no remaining performance and sustainable infrastructure services contracts of ESG, which are included in Corporate and Other.obligations.
Rolling 12 MonthsThereafterTotal
(in millions)
Revenue expected to be recognized on contracts in place as of December 31, 2020:
Corporate and Other$267 $570 $837 
$267 $570 $837 

Practical Expedients and Exemption. Sales taxes and other similar taxes collected from customers are excluded from the transaction price. For contracts for which revenue from the satisfaction of the performance obligations is recognized in the amount invoiced, the practical expedient was elected and revenue expected to be recognized on these contracts has not been disclosed.

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Allowance for Credit Losses and Bad Debt Expense

The Registrants adopted ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and all related amendments on January 1, 2020 using a modified retrospective method. ASU 2016-13 replaces the “incurred loss” model with a CECL model for financial assets measured at amortized cost and for certain off-balance sheet credit exposures. Adoption of this standard did not have a material impact on the Registrants’ respective consolidated financial statements. CenterPoint Energy and CERC applied the $5 million cumulative-effect adjustment of the transition to opening retained earnings as of the effective date, which included $2 million related to the Energy Services Disposal Group. There was no material cumulative-effect adjustment for Houston Electric. The disclosures for periods prior to adoption will be presented in accordance with accounting standards in effect for those periods.

CenterPoint Energy and CERC segregate financial assets that fall under the scope of Topic 326, primarily trade receivables due in one year or less, into portfolio segments based on shared risk characteristics, such as geographical location and regulatory environment, for evaluation of expected credit losses. Historical and current information, such as average write-offs, are applied to each portfolio segment to estimate the allowance for losses on uncollectible receivables. Additionally, the allowance for losses on uncollectible receivables is adjusted for reasonable and supportable forecasts of future economic conditions, which can include changing weather, commodity prices, regulations, and macroeconomic factors, among others. Houston Electric had no material changes in its methodology to recognize losses on financial assets that fall under the scope of Topic 326, primarily due to the nature of its customers and regulatory environment. For a discussion of regulatory deferrals, related to COVID-19, see Note 7.

The table below summarizes the Registrants’ bad debt expense amounts for 2020, 20192023, 2022 and 2018 and excludes2021, net of regulatory deferrals, including those related to COVID-19:
 Year Ended December 31,
 202020192018
 CenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERC
(in millions)
Bad debt expense$24 $— $18 $18 $$14 $16 $$16 
 Year Ended December 31,
 202320222021
 CenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERC
(in millions)
Bad debt expense$18 $— $16 $20 $— $17 $12 $— $10 
Bad debt expense deferred as regulatory asset— — — — — — 16 

(6) Goodwill and Other Intangibles (CenterPoint Energy and CERC)

Goodwill (CenterPoint Energy)

CenterPoint Energy’s goodwill by reportable segment is as follows:
December 31, 2022DisposalsDecember 31, 2023
(in millions)
Electric (1)
$936 $— $936 
Natural Gas2,920 — 2,920 
Corporate and Other438 134 (2)304 
Total$4,294 $134 $4,160 

(1)Amount presented is net of the accumulated goodwill impairment charge of $185 million recorded in 2020.
(2)Represents goodwill attributable to the sale of Energy Systems Group. For further information, see Note 4.

CERC’s goodwill as of both December 31, 20192023 and changesDecember 31, 2022 was $1,583 million.

When the net assets or equity interest transferred in a common-control transaction constitute a business, goodwill is included with the carryingnet assets transferred at the parent company’s historical basis. CenterPoint Energy applied a relative fair value methodology to determine the amount of goodwill to allocate to CERC from its natural gas reporting unit as part of the Restructuring.

When a disposal group reflects a component of a reporting unit and meets the definition of a business, the goodwill within that reporting unit is allocated to the disposal group based on the relative fair value of the components representing a business that will be retained and disposed. As described further in Note 4, certain assets and liabilities of Energy Systems Group, including goodwill of $134 million at CenterPoint Energy, were disposed of upon consummation of the sale of Energy Systems
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Group in the second quarter of 2023. The disposal of goodwill attributable to Energy Systems Group was reflected in the loss on sale of $13 million during the year ended December 31, 2020 are as follows:
December 31, 2019ImpairmentDecember 31,
2020
(in millions)
Electric$1,121 $185 $936 
Natural Gas3,323 3,323 
Corporate and Other438 438 
Total$4,882 $185 $4,697 
2023.

CenterPoint Energy and CERC perform goodwill impairment tests at least annually and evaluate goodwill when events or changes in circumstances indicate that its carrying value may not be recoverable. The impairment evaluation for goodwill is performed by comparing the fair value of each reporting unit with the carrying amount of the reporting unit, including goodwill. The reporting units approximate the reportable segments, with the exception of Energy Systems Group, which is a separate reporting unit but included in Corporate and Other at CenterPoint Energy. The estimated fair value of athe reporting unit is primarily determined based on an income approach or a weighted combination of income and market approaches. If the carrying amount of the reporting unit is in excess of the estimated fair value of the reporting unit, then the excess amount is therecorded as an impairment charge, that should be recorded, not to exceed the carrying amount of goodwill. See Note 2(g) for further discussion.

CenterPoint Energy and CERC performed the annual goodwill impairment test on July 1tests in the third quarter of each of 20202023 and 20192022 and determined that no goodwill impairment charge was required for any reporting unit in its annual test.as a result of those tests.

In connection with their preparation of the financial statements for the three months ended March 31, 2020, CenterPoint Energy and CERC identified triggering events to perform interim goodwill impairment tests for each of their reporting units
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due to the macroeconomic conditions related in part to the COVID-19 pandemic and the resulting decrease in CenterPoint Energy’s enterprise market capitalization below book value from the decline in CenterPoint Energy’s Common Stock price.

CenterPoint Energy’s interim impairment test in the three months ended March 31, 2020 resulted in a non-cash goodwill impairment charge in the amount of $185 million for a reporting unit, Indiana Electric, within the Electric reportable segment. The fair value analysis resulted in an implied fair value of goodwill of $936 million for this reporting unit as of March 31, 2020, and as a result, the non-cash impairment charge was recorded in the year ended December 31, 2020.

CenterPoint Energy estimated the fair value of the Indiana Electric reporting unit using primarily an income approach. Under the income approach, the fair value of the reporting unit is determined by using the present value of future expected cash flows, which include management’s projections of the amount and timing of future capital expenditures and the cash inflows from the related regulatory recovery. These estimated future cash flows are then discounted using a rate that approximates the weighted average cost of capital of a market participant. The selection of the discount rate requires significant judgment.

With the exception of Indiana Electric reporting unit discussed above, the fair value of each of CenterPoint Energy’s and CERC’s reporting units exceeded their carrying value, resulting in no goodwill impairment from the March 31, 2020 interim impairment test. See Note 4 for goodwill impairments included within discontinued operations.Other Intangibles (CenterPoint Energy)

The tables below present information on CenterPoint Energy’s other intangible assets, excluding goodwill, recorded in Other in Other Assetsnon-current assets on the Consolidated Balance Sheets and the related amortization expense included in Depreciation and amortization on CenterPoint Energy’s Statements of Consolidated Income, unless otherwise indicated in the tables below. The intangible assets and associated amortization expense were primarily related to Energy Systems Group prior to the completion of the sale in June 2023 as indicated below. As a result, there are no intangible assets to report as of December 31, 2023. See Note 4 for further information.
December 31, 2020December 31, 2019
Gross Carrying AmountAccumulated AmortizationNet BalanceGross Carrying AmountAccumulated AmortizationNet Balance
(in millions)
Customer relationships$33 $(8)$25 $33 $(4)$29 
Trade names16 (3)13 16 (1)15 
Construction backlog (1)
(5)(4)
Operation and maintenance
      agreements (1)
12 (1)11 12 12 
Other(1)(1)
Total$68 $(18)$50 $68 $(10)$58 
December 31, 2022
Gross Carrying AmountAccumulated AmortizationNet Balance
(in millions)
Customer relationships (1)
$33 $(16)$17 
Trade names (1)
16 (6)10 
Operation and maintenance agreements (1) (2)
12 (2)10 
Other(1)
Total$63 $(25)$38 

(1)Related to Energy Systems Group prior to the completion of the sale in June 2023. Amortization ceased at June 30, 2023, the end of the quarter in which the held for sale criteria was met. See Note 4 for further information.
(2)Amortization expense related to the operation and maintenance agreements and construction backlog is included in Non-utility cost of revenues, including natural gas on CenterPoint Energy’s Statements of Consolidated Income. Amortization ceased at June 30, 2023, the end of the quarter in which the held for sale criteria was met. See Note 4 for further information.
Year Ended December 31,
202020192018
(in millions)
Amortization expense of intangible assets recorded in
   Depreciation and amortization (1) (2)
$$$
Amortization expense of intangible assets recorded in
Non-utility cost of revenues, including natural gas
(2)
Year Ended December 31,
202320222021
(in millions)
Amortization expense of intangible assets recorded in Depreciation and amortization
$$$
Amortization expense of intangible assets recorded in Non-utility cost of revenues, including natural gas— 

(1)Includes $5 million for the year ended December 31, 2019 of amortization expense related to intangibles acquired in the Merger.
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(2)Assets held for sale are not amortized. The table reflects amortization on continuing operations. For further information on discontinued operations, see Note 4.
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CenterPoint Energy estimates that amortization expense of intangible assets with finite lives for the next five years will be as follows:
Amortization
 Expense (1)
(in millions)
2021$
2022
2023
2024
2025

(1)Assets held for sale are not amortized. The table reflects amortization on continuing operations. For further information on discontinued operations, see Note 4.

(7) Regulatory Matters

The following is a list of regulatory assets and liabilities reflected on the Registrants’ respective Consolidated Balance Sheets as of December 31, 20202023 and 2019. The “amortization through” columns indicate the latest year when a regulatory asset or regulatory liability category will be fully amortized:2022:
December 31, 2020
 CenterPoint EnergyHouston ElectricCERC
Amortization Through(in millions)Amortization Through(in millions)Amortization Through(in millions)
Regulatory Assets:
Current regulatory assets (1)
2021$33 n/a$2021$33 
Non-current regulatory assets:
Securitized regulatory assets2024633 2024633 n/a
Unrecognized equity returnVarious(150)(2)2024(137)(2)Various(13)
Unamortized loss on reacquired debt (3)
205557 204655 n/a
Pension and postretirement-related regulatory
asset (3)
Various (a)591 Various (a)31 Various (a)21 
Hurricane Harvey restoration costs (3)
Various59 202555 TBD (b)
Hurricane Laura restoration costsTBD (b)36 TBD (b)36 TBD (b)
Regulatory assets related to TCJA (3) (4)
202525 202520 2023
    Relief Program Incremental Costs (COVID-19)TBD25 TBDTBD17 
Asset retirement obligation (3)
Perpetual135 Perpetual26 Perpetual107 
Other regulatory assets-not earning a return (5)
2056165 204983 205644 
Other regulatory assetsVarious518 Various41 Various35 
Total non-current regulatory assets2,094 848 220 
Total regulatory assets2,127 848 253 
Regulatory Liabilities:
Current regulatory liabilities (6)
202172 202143 202129 
Non-current regulatory liabilities:
Regulatory liabilities related to TCJA (4)
Various1,484 TBD764 Various421 
Estimated removal costsVarious1,470 Various231 Various656 
Other regulatory liabilitiesVarious494 Various257 Various149 
Total non-current regulatory liabilities3,448 1,252 1,226 
Total regulatory liabilities3,520 1,295 1,255 
Total regulatory assets and liabilities, net$(1,393)$(447)$(1,002)

 December 31, 2023
CenterPoint EnergyHouston ElectricCERC
(in millions)
Regulatory Assets:
Future amounts recoverable from ratepayers related to:
Benefit obligations (1)
$379 $— $
Asset retirement obligations & other290 75 186 
Net deferred income taxes96 41 42 
Total future amounts recoverable from ratepayers765 116 233 
Amounts deferred for future recovery related to:
Cost recovery riders113 — 73 
Hurricane and February 2021 Winter Storm Event restoration costs149 123 26 
Other regulatory assets147 59 72 
Gas recovery costs27 — 27 
Decoupling17 — 17 
COVID-19 incremental costs12 
TEEEF costs48 48 — 
Unrecognized equity return (2)
(63)(39)(16)
Total amounts deferred for future recovery450 199 203 
Amounts currently recovered in customer rates related to:
Authorized trackers and cost deferrals535 44 375 
Securitized regulatory assets434 74 — 
Unamortized loss on reacquired debt and hedging106 72 11 
Gas recovery costs34 — 34 
Extraordinary gas costs208 — 208 
Regulatory assets related to TCJA47 47 — 
Hurricane Harvey restoration costs17 17 — 
Benefit obligations11 11 — 
Emergency Generation Costs208 208 — 
Unrecognized equity return (3)
(141)(36)(53)
Total amounts recovered in customer rates (4)
1,459 437 575 
Total Regulatory Assets$2,674 $752 $1,011 
Total Current Regulatory Assets (5)
$161 $— $161 
Total Non-Current Regulatory Assets$2,513 $752 $850 
Regulatory Liabilities:
Regulatory liabilities related to TCJA$1,377 $695 $505 
Estimated removal costs1,322 91 1,150 
Other regulatory liabilities548 245 260 
Total Regulatory Liabilities$3,247 $1,031 $1,915 
Total Current Regulatory Liabilities (6)
$39 $$33 
Total Non-Current Regulatory Liabilities$3,208 $1,025 $1,882 

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 December 31, 2022
CenterPoint EnergyHouston ElectricCERC
(in millions)
Regulatory Assets:
Future amounts recoverable from ratepayers related to:
Benefit obligations (1)
$392 $— $
Asset retirement obligations & other237 64 155 
Net deferred income taxes83 34 40 
Total future amounts recoverable from ratepayers712 98 200 
Amounts deferred for future recovery related to:
Extraordinary gas costs1,073 — 1,073 
Cost recovery riders133 — 57 
Hurricane and February 2021 Winter Storm Event restoration costs129 113 16 
Other regulatory assets129 46 67 
Gas recovery costs108 — 108 
Decoupling— 
COVID-19 incremental costs13 
TEEEF costs182 182 — 
Unrecognized equity return(54)(27)(5)
Total amounts deferred for future recovery1,716 322 1,324 
Amounts currently recovered in customer rates related to:
Authorized trackers and cost deferrals499 25 369 
Securitized regulatory assets229 229 — 
Unamortized loss on reacquired debt and hedging88 64 12 
Gas recovery costs79 — 30 
Extraordinary gas costs294 — 294 
Regulatory assets related to TCJA47 47 — 
Hurricane Harvey restoration costs30 30 — 
Benefit obligations18 18 — 
Unrecognized equity return (3)
(134)(55)(49)
Total amounts recovered in customer rates
1,150 358 656 
Total Regulatory Assets$3,578 $778 $2,180 
Total Current Regulatory Assets (5)
$1,385 $— $1,336 
Total Non-Current Regulatory Assets$2,193 $778 $844 
Regulatory Liabilities:
Regulatory liabilities related to TCJA$1,436 $716 $536 
Estimated removal costs1,338 158 1,097 
Other regulatory liabilities496 281 193 
Total Regulatory Liabilities$3,270 $1,155 $1,826 
Total Current Regulatory Liabilities (6)
$25 $— $25 
Total Non-Current Regulatory Liabilities$3,245 $1,155 $1,801 

(a)(1)Pension and postretirement-related regulatory assets balances are measured annually, and the ending amortization period may change based on the actuarial valuation.actuarially valued annually.

(2)
Represents the following: (a) CenterPoint Energy’s allowed equity return on post in-service carrying cost generally associated with investments in Indiana; (b) Houston Electric’s allowed equity return on TEEEF costs and storm restoration costs; and (c) CERC’s allowed equity return on post in-service carrying cost associated with certain distribution facilities replacements expenditures in Texas.
(3)Represents the following: (a) CenterPoint Energy’s allowed equity return on post in-service carrying cost generally associated with investments in Indiana; (b) Houston Electric’s allowed equity return on its true-up balance of stranded costs, other changes and related interest resulting from the formerly integrated electric utilities prior to Texas deregulation to be recovered in rates through 2024 and certain storm restoration balances; and (c) CERC’s allowed equity return on post in-service carrying cost associated with certain distribution facilities replacements expenditures in Texas.
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(b)(4)The recoveryOf the $1.5 billion, $437 million and amortization of a portion of these amounts are expected to be determined in the next rate case.
December 31, 2019
CenterPoint EnergyHouston ElectricCERC
(in millions)
Regulatory Assets:
Current regulatory assets (1)
$12 $$12 
Non-current regulatory assets:
Securitized regulatory assets788 788 
Unrecognized equity return(168)(2)(168)(2)
Unamortized loss on reacquired debt (3)
62 62 
Pension and postretirement-related regulatory
asset (3)
637 34 22 
Hurricane Harvey restoration costs (3)
68 64 
Regulatory assets related to TCJA (3) (4)
30 23 
Asset retirement obligation (3)
131 26 94 
Other regulatory assets-not earning a return (5)
147 57 48 
Other regulatory assets422 29 16 
Total non-current regulatory assets2,117 915 191 
Total regulatory assets2,129 915 203 
Regulatory Liabilities:
Current regulatory liabilities (6)
47 47 
Non-current regulatory liabilities:
Regulatory liabilities related to TCJA (4)
1,582 821 442 
Estimated removal costs1,429 244 637 
Other regulatory liabilities463 223 140 
Total non-current regulatory liabilities3,474 1,288 1,219 
Total regulatory liabilities3,521 1,288 1,266 
Total regulatory assets and liabilities, net$(1,392)$(373)$(1,063)

(1)Current regulatory assets are included in Prepaid expenses and other current assets in the Registrants’ respective Consolidated Balance Sheets.

(2)The unrecognized equity return will be recognized as it is$575 million currently being recovered in customer rates through 2024. The timing ofrelated to CenterPoint Energy’sEnergy, Houston Electric and Houston Electric’s recognition of the equity return will vary each period based on amounts actually collected during the period. The actual amounts recognized are adjusted at least annually to correct any over-collections or under-collections during the preceding 12 months.
CenterPoint Energy and Houston Electric
Year Ended December 31,
202020192018
(in millions)
Allowed equity return recognized$31 $45 $74 

(3)Substantially all of these regulatory assets are notCERC, respectively, $459 million, $365 million and $94 million is earning a return.

(4)The EDIT and deferred revenues will be recovered or refunded to customers as required by tax and regulatory authorities. See Note 15 for additional information.return, respectively. The weighted average recovery periodsperiod of Regulatoryregulatory assets related to TCJAcurrently being recovered in base rates, not earning a return, which totals $428 million, $72 million and $320 million for CenterPoint Energy, Houston Electric and CERC, are 4respectively, is 12 years, 528 years and 38 years, respectively.

(5)Regulatory assets acquired in the Merger and not earning a return were recorded at fair valuewith perpetual or undeterminable lives have been excluded from the weighted average recovery period calculation.
(5)Current regulatory assets for both CenterPoint Energy and CERC include extraordinary gas costs of $86 million and $1,175 million as of the Merger Date. Such fair value adjustments are recognized over time until the regulatory asset is recovered. The weighted average
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recovery periods of Other regulatory assets-not earning a return for CenterPoint Energy, Houston ElectricDecember 31, 2023 and CERC are 14 years, 11 years and 27 years,2022, respectively.

(6)Current regulatory liabilities are included in Other current liabilities in each of the Registrants’ respective Consolidated Balance Sheets.

Houston Electric Base Rate Case (CenterPoint Energy and Houston Electric)The table below reflects the amount of allowed equity return recognized by each Registrant in its Statements of Consolidated Income:
Year Ended December 31,
202320222021
CenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERC
(in millions)
Allowed equity return recognized$41 $38 $$45 $42 $$40 $37 $

On April 5, 2019, and subsequently adjusted in errata filings in May and June 2019, HoustonIndiana Electric filed its base rate application with the PUCT and the cities in its service area to change its rates, seeking approval for revenue increasesSecuritization of approximately $194 million, among other requests. On January 23, 2020, Houston Electric filed a Stipulation and Settlement Agreement with the PUCT that provided for the following, among other things:Generation Retirements (CenterPoint Energy)

On January 4, 2023, the IURC issued an order in accordance with Indiana Senate Enrolled Act 386 authorizing the issuance of up to $350 million in securitization bonds to securitize qualified costs associated with the retirements of Indiana Electric’san overall revenue requirement increaseA.B. Brown coal-fired generation facilities. Accordingly, CenterPoint Energy determined that the retirement of approximately $13 million;
an ROEproperty, plant and equipment became probable upon the issuance of 9.4%;
a capital structurethe order. No loss on abandonment was recognized in connection with issuance of 57.5% debt/42.5% equity;
a refund of unprotected EDIT of $105 million plus carrying costs over approximately 30-36 months; and
recoverythe order as there was no disallowance of all retail transmission related costsor part of the cost of the abandoned property, plant and equipment. In the first quarter of 2023, upon receipt of the order, CenterPoint Energy reclassified property, plant and equipment to be recovered through the TCRF.securitization to a regulatory asset and such amounts continued to earn a full return until recovered through securitization.

Also, Houston Electric is not required to makeThe SIGECO Securitization Subsidiary issued $341 million aggregate principal amount of the SIGECO Securitization Bonds on June 29, 2023. See Note 13 for further details of the issuance of the SIGECO Securitization Bonds. The SIGECO Securitization Subsidiary used a one-time refundportion of capital recovery from its TCOS and DCRF mechanisms. Future TCOS filings will take into account both ADFIT and EDIT until the final order from Houston Electric’s next base rate proceeding. No rate base items are required to be written off; however, approximately $12 million in rate case expenses were written off in 2019. A base rate application must be filed for Houston Electric no later than four yearsnet proceeds from the date issuanceof the PUCT’s final order inSIGECO Securitization Bonds to purchase the proceeding. Additionally, Houston Electric will not file a DCRF in 2020, nor will a subsequent separate proceeding with the PUCT be instituted regarding EDIT on Houston Electric’s securitized assets. Furthermore, under the terms of the Stipulation and Settlement Agreement, Houston Electric agreed to adopt certain ring-fencing measures to increase its financial separatenesssecuritization property from CenterPoint Energy. The PUCT approved the Stipulation and Settlement Agreement at its February 14, 2020 open meeting and issued a final order on March 9, 2020. The PUCT declined to impose a dividend restriction in the final order. The rates were implemented on April 23, 2020.SIGECO. No gain or loss was recognized.

The SIGECO Securitization Bonds are secured by the securitization property, which includes the right to recover, through non-bypassable securitization charges payable by SIGECO’s retail electric customers, the qualified costs of SIGECO authorized by the IURC order. SIGECO has no payment obligations with respect to the SIGECO Securitization Bonds except to remit collections of securitization charges as set forth in a servicing agreement between SIGECO and the SIGECO Securitization Subsidiary. The non-bypassable securitization charges are subject to a true-up mechanism.

February 2021 Winter Storm Event

In February 2021, certain of the Registrants’ jurisdictions experienced an extreme and unprecedented winter weather event that resulted in prolonged freezing temperatures, which impacted their businesses. The February 2021 Winter Storm Event impacted wholesale prices of CenterPoint Energy’s and CERC’s natural gas purchases and their ability to serve customers in their Natural Gas service territories, including due to the reduction in available natural gas capacity and impacts to CenterPoint Energy’s and CERC’s natural gas supply portfolio activities, and the effects of weather on their systems and their ability to transport natural gas, among other things. The overall natural gas market, including the markets from which CenterPoint Energy and CERC sourced a significant portion of their natural gas for their operations, experienced significant impacts caused by the February 2021 Winter Storm Event, resulting in extraordinary increases in the cost of natural gas purchased by CenterPoint Energy and CERC of approximately $2 billion. CenterPoint Energy and CERC have completed recovery of natural gas costs in Mississippi, Indiana and Texas discussed further below, and continue to recover the natural gas cost in Louisiana and Minnesota. As of December 31, 2023, CenterPoint Energy and CERC have each recorded current regulatory assets of $86 million and non-current regulatory assets of $130 million associated with the February 2021 Winter Storm Event. As of
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December 31, 2022, CenterPoint Energy and CERC have each recorded current regulatory assets of $1,175 million and non-current regulatory assets of $202 million associated with the February 2021 Winter Storm Event.

In Minnesota, the MPUC issued its written order on October 19, 2022 disallowing CERC’s recovery of approximately $36 million of the $409 million incurred, and CERC’s regulatory asset balance was reduced to reflect the disallowance. CERC filed a petition for reconsideration on November 8, 2022 and a written order denying the petition for reconsideration was issued on January 6, 2023.

On August 24, 2023, the LPSC Staff issued an audit report which recommends some prospective process changes to the gas supply bid process and did not recommend any disallowance of February 2021 Winter Storm Event gas costs incurred in Louisiana. Recovery of such costs remains subject to LPSC approval.On December 19, 2023, the LPSC issued an order which accepted and approved the audit report.
As of both December 31, 2023 and 2022, as authorized by the PUCT, CenterPoint Energy and Houston Electric record pre-tax expenserecorded a regulatory asset of $8 million for (i) probable disallowancesbad debt expenses resulting from REPs’ default on their obligation to pay delivery charges to Houston Electric net of capital investmentscollateral. Additionally, as of December 31, 2023 and (ii) customer refund obligations2022, both CenterPoint Energy and Houston Electric recorded a regulatory asset of $17 million and $16 million, respectively, and will request reimbursement of costs deferredassociated with the February 2021 Winter Storm Event in regulatory assets when recovery of such amounts is no longer considered probable.Houston Electric’s next rate case.

COVID-19 Regulatory MattersSee Note 15(d) for further information regarding litigation related to the February 2021 Winter Storm Event.

Governors, public utility commissions and other authorities in the states in which the Registrants operate have issued a number of different orders related to the COVID-19 pandemic, including orders addressing customer non-payment and disconnection. Although the disconnect moratoriums have either expired or may expire during the second quarter of 2021 in certain of the Registrants’ service territories, CenterPoint Energy continues to support those customers who may need payment assistance, arrangements or extensions.Texas Public Securitization

OnThe Texas Natural Gas Securitization Finance Corporation issued customer rate relief bonds in March 26, 2020, the PUCT issued two orders related to COVID-19 issues that affect Houston Electric. First, the PUCT issued an order related to accrual of regulatory assets granting authority for utilities to record as a regulatory asset expenses resulting2023, and on March 23, 2023, CenterPoint Energy and CERC, collectively, received approximately $1.1 billion in cash proceeds from the effectsissuance and sale of COVID-19. In the order,state’s customer rate relief bonds. The proceeds from the PUCT noted that it will consider whetherstate’s customer rate relief bonds included carrying costs incurred through August 2022. Incremental carrying costs incurred after August 2022 until the date the proceeds were received are recorded in a utility’sseparate regulatory asset; the current Texas Gas rate proceeding includes a request for recovery of this regulatory asset. As CenterPoint Energy and CERC have no future financial obligations for the repayment of the state’s customer rate relief bonds, the customer rate relief bonds are not recorded on CenterPoint Energy’s or CERC’s balance sheets. The $1.1 billion in cash proceeds from the state’s customer rate relief bonds is considered to be a government grant. The state’s customer rate relief bonds are backed in part by customer rate relief property, including customer rate relief charges, which are non-bypassable uniform monthly volumetric charges to be paid by all existing and future customers as a component of each regulated utility’s gas cost, separate from their base rate. CERC only acts as a collection agent, whose duties include management, servicing and administration of a portion of the customer rate relief property which is associated with the customer rate relief charge imposed on customers of CERC under the guidance and direction from the Railroad Commission. The Texas Natural Gas Securitization Finance Corporation, and not CenterPoint Energy or CERC, is the owner of the customer rate relief property. The assets of the Texas Natural Gas Securitization Finance Corporation are not available to pay creditors of CenterPoint Energy, CERC, or their affiliates. While the customer rate relief charges will be included by CERC in their monthly billings, the billing amount is established by the Railroad Commission. CERC will remit all customer rate relief charges to the financing entity set up by the Railroad Commission. Therefore, the collection and servicing of customer rate relief charges have no impact on the respective Statements of Consolidated Income of CenterPoint Energy or CERC.

As U.S. generally accepted accounting principles have no specific accounting guidance for government grants or assistance, the cash proceeds from the state’s customer rate relief bonds were accounted for as a government grant by analogy to the grant model under IAS 20—Accounting for Government Grants and Disclosures of Government Assistance. CenterPoint Energy and CERC reflect the proceeds from the grant as a deduction to natural gas costs and recognized the $1.1 billion of cash proceeds from the state’s customer rate relief bonds within Utility natural gas expense on their respective Statements of Consolidated Income in the year ended December 31, 2023, net of the recognition of natural gas cost related to relieving CenterPoint Energy and CERC’s regulatory asset is reasonableassets related to the February 2021 Winter Storm Event in the same period.

Houston Electric TEEEF

Pursuant to legislation passed in 2021, Houston Electric entered into two leases for TEEEF (mobile generation) which are detailed in Note 20. Houston Electric initially sought recovery of the lease costs and necessarythe applicable return as of December 31, 2021 under these lease agreements of approximately $200 million in its DCRF application field with the PUCT on April 5, 2022, and subsequently amended on July 1, 2022, to show mobile generation in a future proceeding. Second,separate Rider TEEEF. A final order was issued on April 5, 2023 approving a reduced revenue requirement of $39 million that results in full recovery of costs requested
125


but lengthens the amortization period for the short-term lease to be collected over 82.5 months. On May 25, 2023, the PUCT issued anits order related to the COVID-19 ERP, as modified,on rehearing which in lightclarified some of the disaster declarations issued byfindings, but did not change the governorapproval of Texas, authorized a customer assistance programTEEEF cost recovery. Additional motions for certain residential customers of electric service in areas of Texas open to customer choice, which includes Houston Electric’s service territory. 

Therehearing were filed and the PUCT issued an order on August 27, 20203, 2023 denying the motions for rehearing. The deadline for a party to concludefile a judicial appeal of the COVID-19 ERP. ThePUCT’s decision was September 5, 2023, and no appeal was filed. As such, the PUCT’s decision on the first TEEEF filing is now final and non-appealable.

On April 5, 2023, Houston Electric made its second TEEEF filing requesting recovery of TEEEF related costs incurred through December 31, 2022. Houston Electric is requesting a new annual revenue requirement of approximately $188 million using 78 months to amortize the related deferred costs for proposed rates beginning September 2023, a net increase in TEEEF revenues of approximately $149 million. On June 7, 2023, intervenors jointly requested a hearing, and on June 14, 2023, the PUCT determinedstaff indicated that enrollmentit does not oppose a hearing in this docket. On June 21, 2023 Houston Electric made a filing that a hearing is not necessary given the PUCT’s decision in the COVID-19 ERP would endTEEEF docket filed in 2022 and indicated that if the PUCT does refer this case to the State Office of Administrative Hearings, any preliminary order issued by the PUCT should be limited. On July 18, 2023 the PUCT referred the case to the State Office of Administrative Hearings and, on July 20, 2023, the PUCT issued a preliminary order identifying the issues to be addressed. On August 31, 2020 and benefits under28, 2023, the program endedState Office of Administrative Hearings issued an Order setting interim rates to collect an annual revenue requirement at the filed amount. Interim rates became effective on September 30, 2020. Final claims for reimbursement were required1, 2023 and are subject to be submitted to the transmission and distribution utilities by November 30, 2020. The transmission and distribution utilities must file a tariff rider cancellation seven days before the date on which it is estimated that revenuessurcharge or refund if they differ from the COVID-19 ERP arefinal rates approved by the PUCT. On October 12, 2023, a joint motion to abate was filed because the parties reached an agreement in principle on all issues.The agreement in principle reduces the annual revenue requirement by approximately equal to its program expenses. Final program reports were required to be submitted to$35 million based on recovering the PUCT by January 15, 2021. The COVID-19 ERP allows for any over/under collection of program expenses to be recorded as a regulatory asset or liability. Houston Electric may seek recovery of such regulatory asset or liability in its next DCRF, TCRF or base rate case proceeding. CenterPoint Energy’s and Houston Electric’s COVID-19 ERP regulatory assets were $6 millionbalance as of December 31, 2020.
137


2022 over a 102 month amortization period (instead of the 78 month period in the initial filing) and also allows for revised interim rates (to incorporate the agreement in principle and the initial interim rates that have been in place since September 1, 2023). The updated interim rates were implemented December 15, 2023. The agreement in principle is subject to PUCT approval which was granted in its order issued on February 1, 2024.

Commissions in all of Indiana Electric’s and CenterPoint Energy’s and CERC’s Natural Gas service territories have either (1) issued orders to record a regulatory asset for incremental bad debt expenses related to COVID-19, includingHouston Electric defers costs associated with the suspensionshort-term and long-term leases that are probable of disconnectionsrecovery and payment plans or (2) provided authoritywould otherwise be charged to recover bad debt expense through an existing tracking mechanism. CenterPoint Energy and CERC have recorded estimated incremental uncollectible receivables to the associatedin a regulatory asset, including allowed debt returns, and determined that such regulatory assets remain probable of $22 million and $19 million, respectively,recovery as of December 31, 2020.

In some2023. Right of use finance lease assets, such as assets acquired under the states in whichlong-term leases, are evaluated for impairment under the Registrants operate, public utility commissions have authorized utilitieslong-lived asset impairment model by assessing if a capital disallowance from a regulator is probable through monitoring the outcome of rate cases and other proceedings. Houston Electric continues to employ deferred accounting authority for certain COVID-19 related costs which ensuremonitor the safetyon-going proceedings and healthdid not record any impairments on its right of customers, employees, and contractors, that would not have been incurreduse assets in the normal course of business. CERC’s Natural Gas service territories in Minnesota and Arkansas will include any offsetting savings in the deferral. Other jurisdictions where the Registrants operate may require them to offset the deferral with savings as well.

ERCOT Loan Agreement (CenterPoint Energy and Houston Electric)

On April 13, 2020, in connection with the PUCT’s COVID-19 ERP, Houston Electric entered into a no-interest loan agreement with ERCOT pursuant to which ERCOT loaned Houston Electric approximately $5 million to provideyears ended December 31, 2023 or 2022. See Note 20 for an initial fund balance for reimbursement. The ERCOT loan was repaid on December 15, 2020.further information.

(8) Stock-Based Incentive Compensation Plans and Employee Benefit Plans

(a) Stock-Based Incentive Compensation Plans (CenterPoint Energy)

CenterPoint Energy has LTIPs that provide for the issuance of stock-based incentives, including stock options, performance awards, restricted stock unit awards and restricted and unrestricted stock awards to officers, employees and non-employee directors. Approximately 1430 million shares of Common Stock are authorized under these plans for awards. CenterPoint Energy issues new shares of its Common Stock to satisfy stock-based payments related to LTIPs. Equity awards are granted to employees without cost to the participants.

Compensation costs for the performance awards and stock unit awards granted under LTIPs are measured using fair value and expected achievement levels on the grant date. For performance awards with operational goals, the achievement levels are revised as goals are evaluated. The fair value of awards granted to employees is based on the closing stock price of CenterPoint Energy’s Common Stock on the grant date. The compensation expense is recorded on a straight-line basis over the vesting period. Forfeitures are estimated on the date of grant based on historical averages and estimates are updated periodically throughout the vesting period. 
 
The performance awards granted in 2020, 20192023, 2022 and 20182021 are distributed based upon the achievement of certain objectives over a three-year performance cycle. The stock unit awards granted in 2020, 20192023, 2022 and 20182021 are service based.based, subject to the achievement of a performance goal. The stock unit awards generally vest at the end of a three-year period, provided,period; however, that stock unit awards granted to non-employee directors vestedvest immediately upon grant. Upon vesting, bothshares of the performance awards and stock unit awards are issued to the participants along with the value of dividend equivalents earned over the performance cycle or vesting period.

126


The following table summarizes CenterPoint Energy’s expenses related to LTIPs for 2020, 20192023, 2022 and 2018:2021:
Year Ended December 31,
202020192018
(in millions)
Year Ended December 31,Year Ended December 31,
2023202320222021
(in millions)(in millions)
LTIP compensation expense (1)
LTIP compensation expense (1)
$38 $28 $26 
Income tax benefit recognizedIncome tax benefit recognized
Actual tax benefit realized for tax deductionsActual tax benefit realized for tax deductions12 

(1)Amounts presented in the table above are included in Operation and maintenance expense in CenterPoint Energy’s Statements of Consolidated Income and shown prior to any amounts capitalized.
 
138


The following tables summarize CenterPoint Energy’s LTIP activity for 2020:2023
Year Ended December 31, 2020 Year Ended December 31, 2023
Shares
(Thousands)
Weighted-Average
Grant Date
Fair Value
Remaining Average
Contractual
Life (Years)
Aggregate
Intrinsic
Value (2) (Millions)
Shares
(Thousands)
Weighted-Average
Grant Date
Fair Value
Remaining Average
Contractual
Life (Years)
Aggregate
Intrinsic
Value (2) (Millions)
Performance Awards (1)
Performance Awards (1)
Outstanding and nonvested as of December 31, 20193,332 $28.36   
Outstanding and nonvested as of December 31, 2022
Outstanding and nonvested as of December 31, 2022
Outstanding and nonvested as of December 31, 20225,157 $24.26  
GrantedGranted2,022 23.82   Granted1,960 29.18 29.18   
Forfeited or canceledForfeited or canceled(1,128)26.89   Forfeited or canceled(291)27.38 27.38   
Vested and released to participantsVested and released to participants(326)26.64   Vested and released to participants(1,601)23.08 23.08   
Outstanding and nonvested as of December 31, 20203,900 $26.58 1.2$51 
Outstanding and nonvested as of December 31, 2023
Stock Unit AwardsStock Unit Awards
Outstanding and nonvested as of December 31, 2019966 $28.46 
Stock Unit Awards
Stock Unit Awards
Outstanding and nonvested as of December 31, 2022
Outstanding and nonvested as of December 31, 2022
Outstanding and nonvested as of December 31, 2022
Granted
Granted
GrantedGranted980 21.53 
Forfeited or canceledForfeited or canceled(129)27.67 
Forfeited or canceled
Forfeited or canceled
Vested and released to participantsVested and released to participants(528)22.51 
Outstanding and nonvested as of December 31, 20201,289 $25.71 1.2$28 
Vested and released to participants
Vested and released to participants
Outstanding and nonvested as of December 31, 2023
Outstanding and nonvested as of December 31, 2023
Outstanding and nonvested as of December 31, 2023
 
(1)Reflects maximum performance achievement.

(2)Reflects the impact of current expectations of achievement and stock price.

The weighted average grant date fair values per unit of awards granted wereAdditional information related to the Performance Awards and Stock Unit Awards is as follows for 2020, 2019 and 2018:follows:
Year Ended December 31, Year Ended December 31,
202020192018 202320222021
(in millions, except for per unit amounts)
(in millions, except for per unit amounts)(in millions, except for per unit amounts)
Performance AwardsPerformance Awards
Weighted-average grant date fair value per unit of awards granted
Weighted-average grant date fair value per unit of awards granted
Weighted-average grant date fair value per unit of awards granted
Weighted-average grant date fair value per unit of awards granted
Weighted-average grant date fair value per unit of awards granted
Weighted-average grant date fair value per unit of awards granted
Weighted-average grant date fair value per unit of awards granted
Weighted-average grant date fair value per unit of awards granted
Weighted-average grant date fair value per unit of awards granted
Weighted-average grant date fair value per unit of awards granted
Weighted-average grant date fair value per unit of awards granted
Weighted-average grant date fair value per unit of awards granted
Weighted-average grant date fair value per unit of awards granted
Weighted-average grant date fair value per unit of awards granted
Weighted-average grant date fair value per unit of awards grantedWeighted-average grant date fair value per unit of awards granted$23.82 $31.16 $26.74 
Total intrinsic value of awards received by participantsTotal intrinsic value of awards received by participants36 12 
Vested grant date fair valueVested grant date fair value20 
Stock Unit AwardsStock Unit Awards
Stock Unit Awards
Stock Unit Awards
Weighted-average grant date fair value per unit of awards granted
Weighted-average grant date fair value per unit of awards granted
Weighted-average grant date fair value per unit of awards grantedWeighted-average grant date fair value per unit of awards granted$21.53 $31.07 $26.62 
Total intrinsic value of awards received by participantsTotal intrinsic value of awards received by participants12 15 
Vested grant date fair valueVested grant date fair value12 
 
As of December 31, 2020,2023, there was $34$36 million of total unrecognized compensation cost related to nonvested performance and stock unit awards which is expected to be recognized over a weighted-average period of 1.91.7 years.

127


(b) Pension Benefits (CenterPoint Energy)

CenterPoint Energy maintains a non-contributory qualified defined benefit pension plan covering eligible employees and is closed to new participants, with benefits determined using a cash balance formula. In addition to the non-contributory qualified defined benefit pension plan, CenterPoint Energy maintains unfunded non-qualified benefit restoration plans which allow participants to receive the benefits to which they would have been entitled under CenterPoint Energy’s non-contributory qualified pension plan except for federally mandated limits on qualified plan benefits or on the level of compensation on which qualified plan benefits may be calculated.

As a result of the Merger, CenterPoint Energy now also maintains three additional qualified defined benefit pension plans, two of which are closed to new participants and one of which is completely frozen, and a non-qualified supplemental retirement plan. The defined benefit pension plans cover eligible full-time regular employees and retirees of Vectren and are primarily non-contributory.

139In December 2022, the CenterPoint Energy pension plan completed an annuity lift-out, a transaction that provided for the purchase of an irrevocable group annuity contract to fund pension plan annuities of retirees from previously divested businesses, as part of a de-risking strategy. This annuity lift-out reduced the plan’s pension obligation by $138 million and plan assets by $136 million which were transferred to an insurance company. The $138 million transferred benefit obligation represented 9.4% of CenterPoint Energy’s total benefit obligation as of its last remeasurement prior to the transaction. As a result of this transaction, CenterPoint Energy incurred a settlement charge of $47 million. In addition, CenterPoint Energy was relieved of all responsibility for these pension obligations’ and an insurance company is now required to pay and administer the retirement benefits owed to 1,119 retirees and beneficiaries, with no changes to the amount, timing or form of retirement benefit payments.


CenterPoint Energy’s net periodic cost includes the following components relating to pension, including the non-qualified benefit plans:
Year Ended December 31, Year Ended December 31,
202020192018 202320222021
(in millions) (in millions)
Service cost (1)
Service cost (1)
$43 $40 $37 
Interest cost (2)
Interest cost (2)
75 96 79 
Expected return on plan assets (2)
Expected return on plan assets (2)
(112)(105)(107)
Amortization of prior service cost (2)
Amortization of net loss (2)
Amortization of net loss (2)
Amortization of net loss (2)
Amortization of net loss (2)
41 52 43 
Settlement cost (2) (3)
Settlement cost (2) (3)
Curtailment gain (2) (4)
(1)
Net periodic costNet periodic cost$49 $93 $61 
Net periodic cost
Net periodic cost
 
(1)Amounts presented in the table above are included in Operation and maintenance expense in CenterPoint Energy’s Statements of Consolidated Income, net of regulatory deferrals and amounts capitalized.

(2)Amounts presented in the table above are included in Other, net in CenterPoint Energy’s Statements of Consolidated Income, net of regulatory deferrals.

(3)A one-time, non-cash settlement cost is required when the total lump sum distributions or other settlements of plan benefit obligations during a plan year exceed the service cost and interest cost components of the net periodic cost for that year. In 20202023, 2022 and 2019,2021, CenterPoint Energy recognized a non-cash settlement cost due to lump sum settlement payments.

(4)A curtailment gain or loss is required when the expected future services The transfer of a significant number of employees are reduced or eliminated for the accrual of benefits. In 2019, CenterPoint Energy recognized a pension curtailment gainassets related to employees who were terminated after the Merger Date.2022 Annuity Lift-Out is considered a lump sum settlement payment.

CenterPoint Energy used the following assumptions to determine net periodic cost relating to pension benefits:
Year Ended December 31, Year Ended December 31,
202020192018 202320222021
Discount rateDiscount rate3.20 %4.35 %3.65 %Discount rate5.15 %2.80 %2.45 %
Expected return on plan assetsExpected return on plan assets5.75 6.00 6.00 
Rate of increase in compensation levelsRate of increase in compensation levels4.95 4.60 4.45 

In determining net periodic benefit cost, CenterPoint Energy uses fair value, as of the beginning of the year, as its basis for determining expected return on plan assets except for two of Vectren’s qualified defined benefit pension plans which use a market related value of assets.

140128


The following table summarizes changes in the benefit obligation, plan assets, the amounts recognized in the Consolidated Balance Sheets as well as the key assumptions of CenterPoint Energy’s pension plans. The measurement dates for plan assets and obligations were December 31, 20202023 and 2019.2022.
December 31, December 31,
20202019 20232022
(in millions, except for actuarial assumptions) (in millions, except for actuarial assumptions)
Change in Benefit ObligationChange in Benefit Obligation Change in Benefit Obligation 
Benefit obligation, beginning of yearBenefit obligation, beginning of year$2,453 $2,013 
Plan obligations assumed in Merger332 
Service cost
Service cost
Service costService cost43 40 
Interest costInterest cost75 96 
Benefits paid(207)(244)
Benefits paid (4)
Benefits paid (4)
Benefits paid (4)
Actuarial (gain) loss (1)
Actuarial (gain) loss (1)
143 216 
Plan amendmentPlan amendment
Curtailment(1)
Plan amendment
Plan amendment
Benefit obligation, end of year
Benefit obligation, end of year
Benefit obligation, end of yearBenefit obligation, end of year2,507 2,453 
Change in Plan AssetsChange in Plan Assets  Change in Plan Assets  
Fair value of plan assets, beginning of yearFair value of plan assets, beginning of year2,005 1,516 
Plan assets assumed in Merger286 
Employer contributions
Employer contributions
Employer contributionsEmployer contributions86 109 
Benefits paid(207)(244)
Benefits paid (4)
Benefits paid (4)
Benefits paid (4)
Actual investment returnActual investment return251 338 
Actual investment return
Actual investment return
Fair value of plan assets, end of year
Fair value of plan assets, end of year
Fair value of plan assets, end of yearFair value of plan assets, end of year2,135 2,005 
Funded status, end of yearFunded status, end of year$(372)$(448)
Amounts Recognized in Balance SheetsAmounts Recognized in Balance Sheets  
Amounts Recognized in Balance Sheets
Amounts Recognized in Balance Sheets  
Non-current assets
Current liabilities-otherCurrent liabilities-other$(8)$(8)
Other liabilities-benefit obligationsOther liabilities-benefit obligations(364)(440)
Net liability, end of yearNet liability, end of year$(372)$(448)
Actuarial AssumptionsActuarial Assumptions
Discount rate (2)
Discount rate (2)
2.45 %3.20 %
Discount rate (2)
Discount rate (2)
4.95 %5.15 %
Expected return on plan assets (3)
Expected return on plan assets (3)
5.00 5.75 
Rate of increase in compensation levelsRate of increase in compensation levels5.05 4.95 
Interest crediting rateInterest crediting rate2.25 3.25 

(1)Significant sources of loss for 20202023 include the decrease in discount rate from 3.20%5.15% to 2.45%4.95%, partially offset by significant sources of gain that include actual return on plan assets exceeding expected return on plan assets during 2020. Significant sources of loss for 2019 include the decrease in discount rate from 4.35% to 3.20%.

2023.
(2)The discount rate assumption was determined by matching the projected cash flows of CenterPoint Energy’s plans against a hypothetical yield curve of high-quality corporate bonds represented by a series of annualized individual discount rates from one-half to 99 years.

(3)The expected rate of return assumption was developed using the targeted asset allocation of CenterPoint Energy’s plans and the expected return for each asset class.
(4)Benefits paid for 2022 includes $136 million related to the 2022 Annuity Lift-Out.

The following table displays pension benefits related to CenterPoint Energy’s pension plans that have accumulated benefit obligations in excess of plan assets:
December 31, December 31,
20202019 20232022
Pension
(Qualified)
Pension
(Non-qualified)
Pension
(Qualified)
Pension
(Non-qualified)
Pension
(Qualified)
Pension
(Non-qualified)
Pension
(Qualified)
Pension
(Non-qualified)
(in millions) (in millions)
Accumulated benefit obligationAccumulated benefit obligation$2,427 $68 $2,352 $68 
Projected benefit obligationProjected benefit obligation2,440 68 2,385 68 
Fair value of plan assetsFair value of plan assets2,135 2,005 

141129


The accumulated benefit obligation for all defined benefit pension plans on CenterPoint Energy’s Consolidated Balance Sheets was $2,495$1,544 million and $2,420$1,548 million as of December 31, 20202023 and 2019,2022, respectively.
 
(c) Postretirement Benefits

CenterPoint Energy provides certain healthcare and life insurance benefits for eligible retired employees on both a contributory and non-contributory basis. The Registrants’ employees (other than employees of Vectren and its subsidiaries) who were hired before January 1, 2018 and who have met certain age and service requirements at retirement, as defined in the plans, are eligible to participate in these benefit plans.plans, provided, however, that life insurance benefits are available only for eligible retired employees who retired before January 1, 2022. Employees hired on or after January 1, 2018 are not eligible for these benefits, except that such employees represented by IBEW Local Union 66 are eligible to participate in certain of the benefits, subject to the applicable age and service requirements. With respect to retiree medical and prescription drug benefits, and, effective January 1, 2021, dental and vision benefits, employees represented by the IBEW Local Union 66 who retire on or after January 1, 2017, and their dependents, receive any such benefits exclusively through the NECA/IBEW Family Medical Care Plan pursuant to the terms of the applicable collective bargaining agreement. Houston Electric and CERC are required to fund a portion of their obligations in accordance with rate orders. All other obligations are funded on a pay-as-you-go basis.

CenterPoint Energy, through Vectren, also maintains a postretirement benefit plan that provides health care and life insurance benefits, which are a combination of self-insured and fully insured programs, to eligible Vectren retirees on both a contributory and non-contributory basis.

Postretirement benefits are accrued over the active service period of employees. The net postretirement benefit cost includes the following components:
Year Ended December 31, Year Ended December 31,
202020192018 202320222021
CenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERC CenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERC
(in millions) (in millions)
Service cost (1)
Service cost (1)
$$$$$$$$$
Interest cost (2)
Interest cost (2)
11 15 13 
Expected return on plan assets (2)
Expected return on plan assets (2)
(5)(4)(1)(5)(4)(1)(5)(4)(1)
Amortization of prior service cost (credit) (2)
Amortization of prior service cost (credit) (2)
(4)(5)(5)(6)(5)(5)
Amortization of net loss (2)
Net postretirement benefit cost (credit)Net postretirement benefit cost (credit)$$(4)$$$(2)$$$(1)$
Net postretirement benefit cost (credit)
Net postretirement benefit cost (credit)

(1)Amounts presented in the table above are included in Operation and maintenance expense in each of the Registrants’ respective Statements of Consolidated Income, net of regulatory deferrals and amounts capitalized.

(2)Amounts presented in the table above are included in Other, net in each of the Registrants’ respective Statements of Consolidated Income, net of regulatory deferrals.

The following assumptions were used to determine net periodic cost relating to postretirement benefits:
Year Ended December 31, Year Ended December 31,
202020192018 202320222021
CenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERC
CenterPoint EnergyCenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERC
Discount rateDiscount rate3.25 %3.25 %3.25 %3.20 %3.20 %3.20 %3.60 %3.60 %3.60 %Discount rate5.15 %5.15 %5.15 %2.85 %2.85 %2.85 %2.50 %2.50 %2.50 %
Expected return on plan assetsExpected return on plan assets3.95 4.05 3.35 4.60 4.70 4.15 4.55 4.75 3.85 


142130


The following table summarizes changes in the benefit obligation, plan assets, the amounts recognized in consolidated balance sheets and the key assumptions of the postretirement plans. The measurement dates for plan assets and benefit obligations were December 31, 20202023 and 2019.2022.
December 31, December 31,
20202019 20232022
CenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERC CenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERC
(in millions, except for actuarial assumptions) (in millions, except for actuarial assumptions)
Change in Benefit ObligationChange in Benefit Obligation  Change in Benefit Obligation  
Benefit obligation, beginning of yearBenefit obligation, beginning of year$356 $162 $102 $331 $166 $110 
Plan obligations assumed in Merger37 
Service costService cost
Interest costInterest cost11 15 
Participant contributionsParticipant contributions
Benefits paidBenefits paid(22)(10)(6)(26)(13)(8)
Plan amendment
Plan amendment
Plan amendmentPlan amendment
Actuarial (gain) loss (1)Actuarial (gain) loss (1)13 (21)(4)(15)
Benefit obligation, end of year
Benefit obligation, end of year
Benefit obligation, end of yearBenefit obligation, end of year366 168 105 356 162 102 
Change in Plan AssetsChange in Plan Assets   Change in Plan Assets   
Fair value of plan assets, beginning of yearFair value of plan assets, beginning of year128 101 27 114 89 25 
Employer contributionsEmployer contributions10 17 10 
Employer contributions
Employer contributions
Participant contributionsParticipant contributions
Benefits paidBenefits paid(22)(10)(6)(26)(13)(8)
Actual investment returnActual investment return12 10 15 13 
Fair value of plan assets, end of year
Fair value of plan assets, end of year
Fair value of plan assets, end of yearFair value of plan assets, end of year134 106 28 128 101 27 
Funded status, end of yearFunded status, end of year$(232)$(62)$(77)$(228)$(61)$(75)
Amounts Recognized in Balance SheetsAmounts Recognized in Balance Sheets   Amounts Recognized in Balance Sheets   
Current liabilities-other$(9)$$(3)$(8)$$(3)
Other liabilities-benefit obligations(223)(62)(74)(220)(61)(72)
Current liabilities — other
Other liabilities — benefit obligations
Net liability, end of yearNet liability, end of year$(232)$(62)$(77)$(228)$(61)$(75)
Actuarial AssumptionsActuarial Assumptions
Actuarial Assumptions
Actuarial Assumptions
Discount rate (2)
Discount rate (2)
Discount rate (2)Discount rate (2)2.50 %2.50 %2.50 %3.25 %3.25 %3.25 %4.95 %4.95 %4.95 %5.15 %5.15 %5.15 %
Expected return on plan assets (3)Expected return on plan assets (3)3.20 3.30 2.85 3.95 4.05 3.35 
Medical cost trend rate assumed for the next year - Pre-65Medical cost trend rate assumed for the next year - Pre-655.25 5.25 5.25 5.50 5.50 5.50 
Medical/prescription drug cost trend rate assumed for the next year - Post-65Medical/prescription drug cost trend rate assumed for the next year - Post-6519.70 19.70 19.70 5.75 5.75 5.75 
Prescription drug cost trend rate assumed for the next year - Pre-65Prescription drug cost trend rate assumed for the next year - Pre-657.50 7.50 7.50 8.00 8.00 8.00 
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)4.50 4.50 4.50 4.50 4.50 4.50 
Year that the cost trend rates reach the ultimate trend rate - Pre-65Year that the cost trend rates reach the ultimate trend rate - Pre-65202820282028202820282028Year that the cost trend rates reach the ultimate trend rate - Pre-65203320332032
Year that the cost trend rates reach the ultimate trend rate - Post-65Year that the cost trend rates reach the ultimate trend rate - Post-65202920292029202920292029Year that the cost trend rates reach the ultimate trend rate - Post-65203320332032

(1)Significant sources of loss for 20202023 include updated life insurance rates and the decrease in discount rate from 3.25%5.15% to 2.50%, partially offset by significant sources of gain that include the decrease in interest credit rate from 3.25% to 2.25% and change in mortality projection scale from MP2019 to MP2020. Significant sources of gain for 2019 include favorable cost trend rates and benefit claims experience in addition to the change in mortality projection scale from MP2018 to MP2019.

4.95%.
(2)The discount rate assumption was determined by matching the projected cash flows of the plans against a hypothetical yield curve of high-quality corporate bonds represented by a series of annualized individual discount rates from one-half to 99 years.

(3)The expected rate of return assumption was developed using the targeted asset allocation of the plans and the expected return for each asset class.



143
131



(d) Accumulated Other Comprehensive Income (Loss) (CenterPoint Energy and CERC)

CenterPoint Energy recognizes the funded status of its pension and other postretirement plans on its Consolidated Balance Sheets. To the extent this obligation exceeds amounts previously recognized in the Statements of Consolidated Income, CenterPoint Energy records a regulatory asset for that portion related to its rate regulatedrate-regulated utilities. To the extent that excess liability does not relate to a rate regulatedrate-regulated utility, the offset is recorded as a reduction to equity in accumulated other comprehensive income.

Amounts recognized in accumulated other comprehensive loss (gain) consist of the following:
December 31, December 31,
20202019 20232022
Pension
Benefits
Postretirement
Benefits
Pension
Benefits
Postretirement
Benefits
Pension
Benefits
Postretirement
Benefits
Pension
Benefits
Postretirement
Benefits
CenterPoint EnergyCenterPoint EnergyCERCCenterPoint EnergyCenterPoint EnergyCERC
CenterPoint EnergyCenterPoint EnergyCenterPoint EnergyCERCCenterPoint EnergyCERC
(in millions) (in millions)
Unrecognized actuarial loss (gain)Unrecognized actuarial loss (gain)$109 $(14)$(12)$105 $(16)$(12)
Unrecognized prior service costUnrecognized prior service cost
Net amount recognized in accumulated other comprehensive loss (gain)Net amount recognized in accumulated other comprehensive loss (gain)$109 $(7)$(5)$105 $(9)$(5)
Net amount recognized in accumulated other comprehensive loss (gain)
Net amount recognized in accumulated other comprehensive loss (gain)

The changes in plan assets and benefit obligations recognized in other comprehensive income during 20202023 are as follows:
Pension
Benefits
Postretirement
Benefits
Pension
Benefits
Postretirement
Benefits
CenterPoint EnergyCenterPoint EnergyCERC
(in millions)
CenterPoint EnergyCenterPoint EnergyCenterPoint EnergyCERC
(in millions)(in millions)
Net loss (gain)Net loss (gain)$11 $$
Amortization of net lossAmortization of net loss(7)
Amortization of prior service costAmortization of prior service cost
Settlement
Total recognized in comprehensive incomeTotal recognized in comprehensive income$$$
Total recognized in comprehensive income
Total recognized in comprehensive income
Total recognized in net periodic costs and Other comprehensive incomeTotal recognized in net periodic costs and Other comprehensive income$53 $$

(e) Pension Plan Assets (CenterPoint Energy)

In managing the investments associated with the benefit plans, CenterPoint Energy’s objective is to achieve and maintain a fully funded plan. This objective is expected to be achieved through an investment strategy that manages liquidity requirements while maintaining a long-term horizon in making investment decisions and efficient and effective management of plan assets.

As part of the investment strategy discussed above, CenterPoint Energy maintained the following weighted averageweighted-average allocation targets for its pension plans as of December 31, 2020:2023:
MinimumMaximum
U.S. equity19 %29 %
International equity%18 %
Real estate%%
Fixed income52 %62 %
Cash%%

MinimumMaximum
U.S. equity17 %27 %
International equity%19 %
Real estate%11 %
Fixed income54 %64 %
Cash— %%
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The following tables set forth by level, within the fair value hierarchy (see Note 10), CenterPoint Energy’s pension plan assets at fair value as of December 31, 20202023 and 2019:2022:
Fair Value Measurements as of December 31,Fair Value Measurements as of December 31,
202320232022
Fair Value Measurements as of December 31, (Level 1)(Level 2)(Level 3)Total(Level 1)(Level 2)(Level 3)Total
20202019
(Level 1)(Level 2)(Level 3)Total(Level 1)(Level 2)(Level 3)Total
(in millions)
(in millions)(in millions)
CashCash$29 $$$29 $(7)$$$(7)
Corporate bonds:Corporate bonds:   
Investment grade or above
Investment grade or above
Investment grade or aboveInvestment grade or above767 767 699 699 
Equity securities:Equity securities:     Equity securities:  
U.S. companiesU.S. companies76 76 69 69 
U.S. companies
U.S. companies
Cash received as collateral from securities lendingCash received as collateral from securities lending81 81 61 61 
U.S. treasuries225 225 232 232 
U.S. treasuries and government agencies
U.S. treasuries and government agencies
U.S. treasuries and government agencies
Mortgage backed securitiesMortgage backed securities
Asset backed securitiesAsset backed securities
Municipal bondsMunicipal bonds43 43 44 44 
Mutual funds (2)
301 301 270 270 
International government bonds
International government bonds
International government bondsInternational government bonds18 18 21 21 
Obligation to return cash received as collateral from securities lendingObligation to return cash received as collateral from securities lending(81)(81)(61)(61)
Obligation to return cash received as collateral from securities lending
Obligation to return cash received as collateral from securities lending
Financial instruments
Total investments at fair valueTotal investments at fair value$631 $836 $$1,467 $564 $775 $$1,339 
Investments measured by net asset value per share or its equivalent (1) (2)
Investments measured by net asset value per share or its equivalent (1) (2)
668 666 
Total InvestmentsTotal Investments$2,135 $2,005 

(1)Represents investments in pooled investment funds and common collective trust funds.

(2)The amounts invested in mutualpooled investment funds andwere 100% allocated to real estate. The amounts invested common collective trust funds were allocated as follows:
As of December 31,
20202019
As of December 31,
As of December 31,
As of December 31,
202320232022
Mutual FundsCommon Collective Trust FundsMutual FundsCommon Collective Trust Funds
International equitiesInternational equities14 %37 %31 %29 %
International equities
International equities40 %40 %
U.S. equitiesU.S. equities55 %%49 %51 %U.S. equities59 %56 %
Real estate%%%%
Fixed incomeFixed income27 %59 %19 %14 %
Fixed income
Fixed income%%

Level 2 investments, which do not have a quoted price in active market, are valued using the market data provided by independent pricing services or major market makers, to arrive at a price a dealer would pay for the security.

The pension plans utilized both exchange traded and over-the-counter financial instruments such as futures, interest rate options and swaps that were marked to market daily with the gains/losses settled in the cash accounts. The pension plans did not include any holdings of CenterPoint Energy Common Stock as of December 31, 20202023 or 2019.2022.

(f) Postretirement Plan Assets

In managing the investments associated with the postretirement plans, the Registrants’ primary objective is to preserve and improve the funded status of the plan, while minimizing volatility. This objective is expected to be achieved through an investment strategy that manages liquidity requirements while maintaining a long-term horizon in making investment decisions and efficient and effective management of plan assets.

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As part of the investment strategy discussed above, the Registrants maintained the following weighted averageweighted-average allocation targets for the postretirement plans as of December 31, 2020:2023:
CenterPoint EnergyHouston ElectricCERC
MinimumMaximumMinimumMaximumMinimumMaximum
CenterPoint EnergyCenterPoint EnergyHouston ElectricCERC
MinimumMinimumMaximumMinimumMaximumMinimumMaximum
U.S. equitiesU.S. equities13 %23 %13 %23 %15 %25 %U.S. equities14 %24 %13 %23 %15 %25 %
International equitiesInternational equities%13 %%13 %%12 %International equities%13 %%13 %%12 %
Fixed incomeFixed income69 %79 %69 %79 %68 %78 %Fixed income69 %79 %69 %79 %68 %78 %
CashCash%%%%%%Cash— %%— %%— %%

The following table presents mutual fundssets forth by level, within the fair value hierarchy (see Note 10), the Registrants’ postretirement plan assets at fair value as of December 31, 20202023 and 2019:2022:
Fair Value Measurements as of December 31,Fair Value Measurements as of December 31,
202320232022
Mutual FundsMutual Funds
Fair Value Measurements as of December 31,
(Level 1)

(Level 2)

(Level 3)
Total
(Level 1)

(Level 2)

(Level 3)
Total
20202019
Mutual Funds

(Level 1)

(Level 2)

(Level 3)
Total
(Level 1)

(Level 2)

(Level 3)
Total
(in millions)
(in millions)(in millions)
CenterPoint EnergyCenterPoint Energy$134 $$$134 $128 $$$128 
Houston ElectricHouston Electric106 106 101 101 
CERCCERC28 28 27 27 

The amounts invested in mutual funds were allocated as follows:
As of December 31,
20202019
CenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERC
As of December 31,As of December 31,
202320232022
CenterPoint EnergyCenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERC
Fixed incomeFixed income74 %74 %72 %71 %71 %69 %Fixed income72 %72 %71 %74 %74 %74 %
U.S. equitiesU.S. equities19 %18 %21 %21 %21 %24 %U.S. equities20 %19 %22 %18 %17 %20 %
International equitiesInternational equities%%%%%%International equities%%%%%%

(g) Benefit Plan Contributions

The Registrants made the following contributions in 20202023 and expectare required to make the following minimum contributions in 20212024 to the indicated benefit plans below:
Contributions in 2020Expected Minimum Contributions in 2021
CenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERC
(in millions)
Contributions in 2023Contributions in 2023Expected Minimum Contributions in 2024
CenterPoint EnergyCenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERC
(in millions)(in millions)
Qualified pension plansQualified pension plans$76 $$$53 $$
Non-qualified pension plansNon-qualified pension plans10 
Postretirement benefit plansPostretirement benefit plans10 

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The following benefit payments are expected to be paid by the pension and postretirement benefit plans:
 Pension
Benefits
Postretirement Benefits
CenterPoint
Energy
CenterPoint
Energy
Houston ElectricCERC
(in millions)
2021$174 $17 $$
2022176 18 
2023176 20 
2024175 21 10 
2025173 21 10 
2026-2030775 109 53 30 
 Pension
Benefits
Postretirement Benefits
CenterPoint
Energy
CenterPoint
Energy
Houston ElectricCERC
(in millions)
2024$141 $14 $$
2025143 16 
2026137 17 
2027135 19 
2028133 20 
2029-2033606 107 49 36 

(h) Savings Plan

CenterPoint Energy maintains the CenterPoint Energy Savings Plan, a tax-qualified employee savings plan that includes a cash or deferred arrangement under Section 401(k) of the Code, and an employee stock ownership plan under Section 4975(e)(7) of the Code. Under the plan, participating employees may make pre-tax or Roth contributions and, if eligible, after-tax contributions up to certain federally mandated limits. Participating Registrants provide matching contributions and, as of January 1, 2020, for certain eligible employees, nonelectivenon-elective contributions up to certain limits. CenterPoint Energy, through the Merger, also acquired additional defined contribution retirement savings plans sponsored by Vectren and its subsidiaries that are qualified under sections 401(a) and 401(k) of the Code, one of which merged into the CenterPoint Energy Savings Plan as of January 1, 2020.2020 and one of which merged into the CenterPoint Energy Savings Plan as of January 1, 2022. As of January 1, 2022, the CenterPoint Energy Savings Plan is the only remaining qualified defined contribution retirement savings plan maintained by CenterPoint Energy.

The CenterPoint Energy Savings Plan has significant holdings of Common Stock. As of December 31, 2020, 10,150,9582023, 6,589,241 shares of Common Stock were held by the savings plan, which represented approximately 8%7% of its investments. Given the concentration of the investments in Common Stock, the savings plan and its participants have market risk related to this investment. The savings plan limits the percentage of future contributions that can be invested in Common Stock to 25% and prohibits transfers of account balances where the transfer would result in more than 25% of a participant’s total account balance invested in Common Stock.

CenterPoint Energy allocates the savings plan benefit expense to Houston Electric and CERC related to their respective employees. The following table summarizes the Registrants’ savings plan benefit expense for 2020, 20192023, 2022 and 2018:2021:
 Year Ended December 31,
 202020192018
 CenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERC
 (in millions)
Savings plan benefit
 expenses (1)
$58 $18 $19 $58 $18 $18 $43 $17 $18 
 Year Ended December 31,
 202320222021
 CenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERC
 (in millions)
Savings plan benefit
 expenses (1)
$67 $23 $20 $72 $23 $22 $58 $20 $23 

(1)Amounts presented in the table above are included in Operation and maintenance expense in the Registrants’ respective Statements of Consolidated Income and shown prior to any amounts capitalized.

(i) Other Benefits Plans

The Registrants participate in CenterPoint Energy’s plans that provide postemployment benefits for certain former or inactive employees, their beneficiaries and covered dependents, after employment but before retirement (primarily healthcare and life insurance benefits for participants in the long-term disability plan).

CenterPoint Energy maintains non-qualified deferred compensation plans including plans acquired in the Merger, that provide benefits payable to eligible directors, officers and select employees or their designated beneficiaries at specified future dates or upon termination, retirement or death. Benefit payments are made from the general assets of the participating Registrants or, in the case of certain plans, acquired in the Merger, from a rabbi trust that is a grantor trust and remains subject to the claims of general creditors under applicable state and federal law.

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Expenses related to other benefit plans were recorded as follows:
Year Ended December 31, Year Ended December 31,
202020192018 202320222021
CenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERC CenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERC
(in millions)
Postemployment benefitsPostemployment benefits$$$$$$$$$
Postemployment benefits
Postemployment benefits
Deferred compensation plansDeferred compensation plans

Amounts related to other benefit plans were included in Benefit Obligations in the Registrants’ accompanying Consolidated Balance Sheets as follows:
December 31, 2020December 31, 2019 December 31, 2023December 31, 2022
CenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERC CenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERC
(in millions) (in millions)
Postemployment benefitsPostemployment benefits$$$$11 $$
Deferred compensation plansDeferred compensation plans43 41 
Split-dollar life insurance arrangementsSplit-dollar life insurance arrangements32 32 

(j) Change in Control Agreements and Other Employee Matters

CenterPoint Energy has a change in control plan, which was amended and restated on May 1, 2017. The plan generally provides, to the extent applicable, in the case of a change in control of CenterPoint Energy and covered termination of employment, for severance benefits of up to 3three times annual base salary plus bonus, and other benefits. Certain CenterPoint Energy officers including the Executive Chairman, are participants under the plan.

Certain key employees of a subsidiary of Vectren and its subsidiaries have change in control agreements or employment agreements that provide payments and other benefits upon a covered termination of employment.

As of December 31, 2020,2023, the Registrants’ employees were covered by collective bargaining agreements as follows:
Percentage of Employees Covered
Percentage of Employees CoveredPercentage of Employees Covered
Agreement ExpirationCenterPoint EnergyHouston ElectricCERC Agreement ExpirationCenterPoint EnergyHouston ElectricCERC
IBEW Local 66IBEW Local 66May 202315 %53 %IBEW Local 66May 202617 %53 %— %
OPEIU Local 12OPEIU Local 12May 2021%%OPEIU Local 12December 2025%— %%
OPEIU MankatoMarch 2021%%
Gas Workers Union Local 340Gas Workers Union Local 340April 2025%12 %Gas Workers Union Local 340April 2025%— %13 %
IBEW Locals 1393 and USW Locals 12213 & 7441IBEW Locals 1393 and USW Locals 12213 & 7441December 2023%%IBEW Locals 1393 and USW Locals 12213 & 7441December 2026%— %%
IBEW Locals 949IBEW Locals 949December 2025%%IBEW Locals 949December 2025%— %%
USW Locals 13-227USW Locals 13-227June 2022%13 %USW Locals 13-227June 2027%— %13 %
USW Locals 13-1USW Locals 13-1July 2022%%USW Locals 13-1June 2027— %— %%
IBEW Local 702IBEW Local 702June 2022%IBEW Local 702June 2025%— %— %
Teamsters Local 135September 2021%
Teamsters Local 135/215Teamsters Local 135/215September 2024— %— %— %
UWUA Local 175UWUA Local 175October 2021%UWUA Local 175October 2024%— %%
TotalTotal36 %53 %36 %Total40 %53 %48 %

The collective bargaining agreements with Teamsters Local 135 related to SIGECO employees and Utility Workers Union of America, Local 175 related to VEDO employees are scheduled to expire in September 2024 and October 2024, respectively, and negotiations of these agreements are expected to be completed before the respective expirations.

Board of Directors Actions. On July 22, 2021, CenterPoint Energy announced the decision of the independent directors of the Board to implement a new independent Board leadership and governance structure and appointed a new independent chair
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of the Board. To implement this new governance structure, the independent directors of the Board eliminated the Executive Chairman position that was formerly held by Milton Carroll.

On the approval and recommendation of the Compensation Committee and approval of the Board (acting solely through its independent directors), CenterPoint Energy entered into a separation agreement between CenterPoint Energy and Mr. Carroll, dated July 21, 2021. Under the terms of the separation agreement, Mr. Carroll exited the positions of Executive Chairman on July 21, 2021 and Board member on September 30, 2021.Under the terms of the separation agreement, Mr. Carroll received a lump sum cash payment of $28 million and his separation was treated as an “enhanced retirement” for purposes of his outstanding 2019, 2020 and 2021 equity award agreements.

On the approval and recommendation of the Compensation Committee and approval of the Board (acting solely through its independent directors), CenterPoint Energy has entered into a retention incentive agreement with David J. Lesar, President and Chief Executive Officer of CenterPoint Energy, dated July 20, 2021. For information about the classification of this award, see Note 12.

(9) Derivative Instruments

The Registrants are exposed to various market risks. These risks arise from transactions entered into in the normal course of business. The Registrants, from time to time, utilize derivative instruments such as physical forward contracts, swaps and options to mitigate the impact of changes in commodity prices, weather and interest rates on operating results and cash flows.

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(a) Non-Trading Activities

Commodity Derivative Instruments (CenterPoint Energy)Energy and CERC). CenterPoint Energy and CERC, through itsthe Indiana utilities,Utilities they respectively own, enter into certain derivative instruments, including physical forward contracts, to mitigate the effects of commodity price movements. Outstanding derivative instruments designated as economic hedges at the Indiana Utilities hedge long-term variable rate natural gas purchases. The Indiana utilitiesUtilities have authority to refund and recover mark-to-market gains and losses associated with hedging natural gas purchases, and thus the gains and losses on derivatives are deferred in a regulatory liability or asset. All other financial instruments do not qualify or are not designated as cash flow or fair value hedges.

On February 24, 2020, As of both December 31, 2023 and 2022, the notional volumes of both CenterPoint Energy, through its subsidiary CERC Corp., entered into the Equity Purchase Agreement to sell the Energy Services Disposal Group. The transaction closed on June 1, 2020. As a result, the following disclosures do not include the Energy Services Disposal Group. See Note 4 for further information.Energy’s and CERC’s natural gas derivatives were 27,421 MMBtu per day.

Interest Rate Risk Derivative Instruments. From time to time, the Registrants may enter into interest rate derivatives that are designated as economic or cash flow hedges. The objective of these hedges is to offset risk associated with interest rates borne by the Registrants in connection with an anticipated future fixed rate debt offering or other exposure to variable rate debt. TheHouston Electric and the Indiana Utilities have authority to refund and recover mark-to-market gains and losses associated with hedging financing activity, and thus the gains and losses on derivatives are deferred in a regulatory liability or asset. For the impacts of cash flow hedges to Accumulated other comprehensive income, see Note 13.12.

The table below summarizes the Registrants’CenterPoint Energy’s and Houston Electric’s outstanding interest rate hedging activity:
December 31, 2020December 31, 2019
Hedging ClassificationNotional Principal
(in millions)
Economic hedge (1)
$84 $84 
December 31, 2023December 31, 2022
Hedging ClassificationNotional Principal
(in millions)
CenterPoint Energy:
Economic hedge (1)
$— $84 
Cash flow hedge (2) (3)
200 — 
Houston Electric:
Cash flow hedge (3)
100 — 

(1)Relates to interest rate derivative instruments at SIGECO.SIGECO that terminated on May 1, 2023.

(2)
Relates to interest rate derivative instruments at CenterPoint Energy with a termination date of December 31, 2029. The interest rate swap agreements were designated as cash flow hedges of forecasted transactions. CenterPoint Energy records all changes in the fair value of cash flow hedges in accumulated other comprehensive income (loss) until the underlying hedged transaction occurs, when it reclassifies that amount into earnings.
Weather Hedges (CenterPoint Energy and CERC). (3)CenterPoint Energy and CERC have weather normalization or otherRelates to interest rate mechanisms that largely mitigate the impact of weather on Natural Gas in Arkansas, Indiana, Louisiana, Mississippi, Minnesota, Ohio and Oklahoma, as applicable. CenterPoint Energy’s and CERC’s Natural Gas in Texas and CenterPoint Energy’s electric operations in Texas and Indiana do not have such mechanisms, although fixed customer charges are historically higher in Texas for Natural Gas compared to its other jurisdictions. As a result, fluctuations from normal weather may have a positive or negative effect on CenterPoint Energy’s and CERC’s Natural Gas’ results in Texas and on CenterPoint Energy’s electric operations’ results in its Texas and Indiana service territories.

CenterPoint Energy and CERC, as applicable, enter into winter season weather hedges from time to time for certain Natural Gas jurisdictions and electric operations’ service territory to mitigate the effect of fluctuations from normal weather on results of operations and cash flows. These weather hedges are based on heating degree daysderivative instruments at 10-year normal weather. Houston Electric and Indianawith a termination date of June 28, 2024. The interest rate treasury lock agreements were designated as cash flow hedges of forecasted transactions. Houston Electric do not enter into weather hedges.

records
149137


all changes in the fair value of cash flow hedges to a regulatory asset or liability, which is amortized over the life of the associated debt being hedged.

(b) Derivative Fair Values and Income Statement Impacts

CenterPoint Energy’s outstanding interest rate derivatives designated as cash flow hedges described above were not material as of December 31, 2023 and are included in current non-trading derivative liabilities on CenterPoint Energy’s Consolidated Balance Sheets. Houston Electric’s outstanding interest rate derivatives designated as cash flow hedges described above were not material as of December 31, 2023 and are included in prepaid expenses and other current assets on Houston Electric’s Consolidated Balance Sheets.

The following tables present information about derivative instruments and hedging activities. The first table providesbelow provide a balance sheet overview of Derivative AssetsCenterPoint Energy’s and LiabilitiesCERC’s derivative assets and liabilities as of December 31, 20202023 and 2019, while the last table provides a breakdown of the related income statement impacts for the years ending December 31, 2020, 2019 and 2018.2022.

Fair Value of Derivative Instruments and Hedged Items

CenterPoint Energy
December 31, 2023December 31, 2023December 31, 2022
Balance Sheet LocationBalance Sheet LocationDerivative
Assets
Fair Value
Derivative
Liabilities
Fair Value
Derivative
Assets
Fair Value
Derivative
Liabilities
Fair Value
CenterPoint Energy:CenterPoint Energy:(in millions)
December 31, 2020December 31, 2019
Balance Sheet LocationDerivative
Assets
Fair Value
Derivative
Liabilities
Fair Value
Derivative
Assets
Fair Value
Derivative
Liabilities
Fair Value
(in millions)
Derivatives not designated as hedging instruments:
Derivatives not designated as hedging instruments:
Derivatives not designated as hedging instruments:Derivatives not designated as hedging instruments:
Natural gas derivatives (1)
Natural gas derivatives (1)
Current Liabilities: Non-trading derivative liabilities$$$$
Natural gas derivatives (1)
Natural gas derivatives (1)
Other Liabilities: Non-trading derivative liabilities15 
Natural gas derivatives (1)
Interest rate derivativesInterest rate derivativesOther Liabilities20 10 
Natural gas derivatives (1)
Natural gas derivatives (1)
Natural gas derivatives (1)
Natural gas derivatives (1)
Natural gas derivatives (1)
Indexed debt securities derivative (2)
Indexed debt securities derivative (2)
Current Liabilities953 893 
Total$$983 $$925 
Indexed debt securities derivative (2)
Indexed debt securities derivative (2)
Total

(1)Natural gas contracts are subject to master netting arrangements. This netting applies to all undisputed amounts due or past due. However, the mark-to-market fair value of each natural gas contract is in a liability or asset position with no offsetting amounts

amount as of December 31, 2023 and 2022, respectively.
(2)Derivative component of the ZENS obligation that represents the ZENS holder’s option to receive the appreciated value of the reference shares at maturity.maturity and other payments to which they may be entitled. See Note 1211 for further information.

Income Statement Impact of Hedge Accounting Activity (CenterPoint Energy)
December 31, 2023December 31, 2022
Balance Sheet LocationDerivative
Assets
Fair Value
Derivative Liabilities
Fair Value
Derivative
Assets
Fair Value
Derivative Liabilities
Fair Value
CERC:(in millions)
Derivatives not designated as hedging instruments:
Natural gas derivatives (1)
Current Assets: Non-trading derivative assets$— $— $$— 
Natural gas derivatives (1)
Other Assets: Non-trading derivative assets— — — 
Natural gas derivatives (1)
Current Liabilities: Non-trading derivative liabilities— — — 
Natural gas derivatives (1)
Other Liabilities: Non-trading derivative liabilities— — — 
Total$— $11 $$— 

(1)Natural gas contracts are subject to master netting arrangements. This netting applies to all undisputed amounts due or past due. However, the mark-to-market fair value of each natural gas contract is in a liability or asset position with no offsetting amount as of December 31, 2023 and 2022, respectively.
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The table below provides the related income statement impacts of derivative activity for the years ending December 31, 2023, 2022 and 2021.
Year Ended December 31,
Income Statement Location202320222021
CenterPoint Energy:(in millions)
Effects of derivatives not designated as hedging instruments:
Indexed debt securities derivative (1)
Gain (loss) on indexed debt securities$(27)$325 $50 
Total CenterPoint Energy$(27)$325 $50 

(1)The indexed debt securities derivative is recorded at fair value and changes in the fair value are recorded in CenterPoint Energy
Year Ended December 31,
Income Statement Location202020192018
(in millions)
Effects of derivatives not designated as hedging instruments on the income statement:
Indexed debt securities derivativeLoss on indexed debt securities(60)(292)(232)
Interest rate derivativesGains in Other Income (Expense)
Total CenterPoint Energy$(60)$(292)$(230)
Energy’s Statements of Consolidated Income.

(c) Credit Risk Contingent Features (CenterPoint Energy)Energy and CERC)

Certain of CenterPoint Energy’s and CERC’s derivative instruments contain provisions that require CenterPoint Energy’s debtEnergy and CERC to maintain an investment grade credit rating on itstheir respective long-term unsecured unsubordinated debt from S&P and Moody’s. If CenterPoint Energy’s or CERC’s debt were to fall below investment grade, it would be in violation of these provisions, and the counterparties to the derivative instruments could request immediate payment.payment or additional collateral.
As of December 31,
20202019
(in millions)
Aggregate fair value of derivatives with credit-risk-related contingent features in a liability position$20 $10 
Fair value of collateral already posted
Additional collateral required to be posted if credit risk contingent features triggered (1)

(1)The maximum collateral required if further escalating collateral is triggered would equal the net liability position.
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December 31, 2023December 31, 2022
CenterPoint EnergyCERCCenterPoint EnergyCERC
(in millions)
Aggregate fair value of derivatives containing material adverse change provisions in a net liability position$$$— $— 
Fair value of collateral already posted— — — — 
Additional collateral required to be posted if credit risk contingent features triggered— — 

(10) Fair Value Measurements

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

Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date. The types of assets carried at Level 1 fair value generally are exchange-traded derivatives and equity securities, as well as natural gas inventory that has been designated as the hedged item in a fair value hedge.securities.

Level 2: Inputs, other than quoted prices included in Level 1, are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar instruments in active markets, and inputs other than quoted prices that are observable for the asset or liability. Fair value assets and liabilities that are generally included in this category are derivatives with fair values based on inputs from actively quoted markets. A market approach is utilized to value the Registrants’ Level 2 natural gas derivative assets or liabilities. CenterPoint Energy’s Level 2 indexed debt securities derivative is valued using an option model and a discounted cash flow model, which uses projected dividends on the ZENS-Related Securities and a discount rate as observable inputs.

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 the Registrants’ judgments about the assumptions market participants would use in pricing the asset or liability since limited market data exists. The Registrants develop these inputs based on the best information available, including the Registrants’ own data.

The Registrants determine the appropriate level for each financial asset and liability on a quarterly basis and recognize transfers between levels at the end of the reporting period.  

On February 24, 2020, CenterPoint Energy, through its subsidiary CERC Corp., entered into the Equity Purchase Agreement to sell the Energy Services Disposal Group. The transaction closed on June 1, 2020. As a result, the following disclosures do not include the Energy Services Disposal Group. See Note 4 for further information.
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The following tables present information about the Registrants’ assets and liabilities (including derivatives that are presented net) measured at fair value on a recurring basis as of December 31, 20202023 and December 31, 2019,2022, and indicate the fair value hierarchy of the valuation techniques utilized by the Registrants to determine such fair value.

CenterPoint Energy
December 31, 2020December 31, 2019

Level 1
Level 2Level 3Total
Level 1
Level 2Level 3Total
December 31, 2023
December 31, 2023
December 31, 2023December 31, 2022

Level 1

Level 1
Level 2Level 3Total
Level 1
Level 2Level 3Total
AssetsAssets(in millions)Assets(in millions)
Corporate equities$873 $$$873 $825 $$$825 
Equity securities
Investments, including money market funds (1)
Investments, including money market funds (1)
43 43 49 49 
Total assets$916 $$$916 $874 $$$874 
Liabilities    
Indexed debt securities derivative$$953 $$953 $$893 $$893 
Interest rate derivativesInterest rate derivatives20 20 10 10 
Natural gas derivativesNatural gas derivatives10 10 22 22 
Total assets
Total assets
Total assets
Liabilities
Liabilities
Liabilities
Indexed debt securities derivative
Indexed debt securities derivative
Indexed debt securities derivative
Natural gas derivatives
Natural gas derivatives
Natural gas derivatives
Total liabilitiesTotal liabilities$$983 $$983 $$925 $$925 
Total liabilities
Total liabilities

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Houston Electric
December 31, 2020December 31, 2019

Level 1
Level 2Level 3Total
Level 1
Level 2Level 3Total
December 31, 2023
December 31, 2023
December 31, 2023December 31, 2022

Level 1

Level 1
Level 2Level 3Total
Level 1
Level 2Level 3Total
AssetsAssets(in millions)Assets(in millions)
Investments, including money market funds (1)
Investments, including money market funds (1)
$26 $$$26 $32 $$$32 
Total assetsTotal assets$26 $$$26 $32 $$$32 
Total assets
Total assets

CERC
December 31, 2023
December 31, 2023
December 31, 2023December 31, 2022

Level 1

Level 1
Level 2Level 3Total
Level 1
Level 2Level 3Total
AssetsAssets(in millions)
December 31, 2020December 31, 2019

Level 1
Level 2Level 3Total
Level 1
Level 2Level 3Total
Assets(in millions)
Corporate equities$$$$$$$$
Investments, including money market funds (1)
Investments, including money market funds (1)
11 11 11 11 
Investments, including money market funds (1)
Investments, including money market funds (1)
Natural gas derivatives
Total assetsTotal assets$13 $$$13 $13 $$$13 
Total assets
Total assets
Liabilities
Natural gas derivatives
Natural gas derivatives
Natural gas derivatives
Total liabilities
Total liabilities
Total liabilities

(1)Amounts are included in Prepaid expenses and Other Current Assetsother current assets in the respective Consolidated Balance Sheets.

During 20202023 and 2019,2022, CenterPoint Energy did not have any assets or liabilities designated as Level 3. During 2018, CenterPoint Energy transferred $668 million of its indexed debt securities derivative from Level 3 to Level 2 to reflect changes in the significance of the unobservable inputs used in the valuation.

Items Measured at Fair Value on a Nonrecurring Basis

Based on the severity of the decline in Enable’s common unit price during the three months ended March 31, 2020 primarily due to the macroeconomic conditions related in part to the COVID-19 pandemic, combined with Enable’s announcement on April 1, 2020 to reduce its quarterly distributions per common unit by 50%, and the market outlook indicating excess supply and continued depressed crude oil and natural gas prices impacting the midstream oil and gas industry, CenterPoint Energy determined, in connection with its preparation of the financial statements, that an other than temporary decrease in the value of its investment in Enable had occurred. The impairment analysis compared the estimated fair value of CenterPoint Energy’s investment in Enable to its carrying value. The fair value of the investment was determined using multiple valuation methodologies under both the market and income approaches. Both of these approaches incorporate significant estimates and assumptions, including:

Market Approach

• quoted price of Enable’s common units;
• recent market transactions of comparable companies; and
• EBITDA to total enterprise multiples for comparable companies.

Income Approach

• Enable’s forecasted cash distributions;
• projected cash flows of incentive distribution rights;
• forecasted growth rate of Enable’s cash distributions; and
• determination of the cost of equity, including market risk premiums.

Weighting of the Different Approaches

Significant unobservable inputs used include the growth rate applied to the projected cash distributions beyond 2020 and the discount rate used to determine the present value of the estimated future cash flows. Based on the significant unobservable estimates and assumptions required, CenterPoint Energy concluded that the fair value estimate should be classified asFor a Level 3 measurement within the fair value hierarchy. As a result of this analysis, CenterPoint Energy recorded an other than temporary impairment on its investment in Enable of $1,541 million during the year ended December 31, 2020, reducing the fair value of the investment to $848 million as of March 31, 2020. See Note 11 for further discussion of the impairment.

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During the year ended December 31, 2020, CenterPoint Energy recorded a goodwill impairment charge of $185 million in the Indiana Electric Integrated reporting unit, reducing the carrying valuevaluation of the reporting unit to its fair value as of March 31, 2020. CenterPoint EnergyArkansas and CERC performed their annual goodwill impairment testsOklahoma Natural Gas businesses in the third quarter of 2020 and determined that no goodwill impairment charge was required for any reporting unit as a result of those tests.See2021, see Note 6 for further information.

As a result of classifying the Infrastructure Services and Energy Services Disposal Groups as held for sale, CenterPoint Energy and CERC recognized a goodwill impairment and loss on held for sale during the year ended December 31, 2020. CenterPoint Energy and CERC, as applicable, used the contractual sales price adjusted for estimated working capital and other contractual purchase price adjustments to determine fair value, which are Level 2 inputs. Using this market approach, the fair value of the Infrastructure Services Disposal Group as of March 31, 2020 was determined to be approximately $864 million and the fair value of the Energy Services Disposal Group as of March 31, 2020 was determined to be approximately 402000000. The same methodology was applied to estimate the fair value of the Infrastructure Services Disposal Group and Energy Services Disposal Group on the closing date and through the settlement of the net working capital adjustment, resulting in additional gains or losses upon sale during 2020 . See Note 4 for further information.4.

Estimated Fair Value of Financial Instruments

The fair values of cash and cash equivalents, investments in debt and equity securities classified as “trading” and short-term borrowings are estimated to be approximately equivalent to carrying amounts and have been excluded from the table below. The carrying amounts of non-trading derivative assets and liabilities and CenterPoint Energy’s equity securities, including ZENS indexed debt securitiesrelated derivative liabilities, are stated at fair value and are excluded from the table below. The fair value of each debt instrument is determined by multiplying the principal amount of each debt instrument by a combination of historical
140


trading prices and comparable issue data. These liabilities, which are not measured at fair value in the Registrants’ Consolidated Balance Sheets, but for which the fair value is disclosed, would be classified as Level 2 in the fair value hierarchy.
December 31, 2020December 31, 2019 December 31, 2023December 31, 2022
CenterPoint Energy (1)
Houston Electric (1)
CERC
CenterPoint Energy (1)
Houston Electric (1)
CERC
CenterPoint Energy (1)
Houston Electric (1)
CERC
CenterPoint Energy (1)
Houston Electric (1)
CERC
Long-term debt, including current maturitiesLong-term debt, including current maturities(in millions)Long-term debt, including current maturities(in millions)
Carrying amountCarrying amount$13,401 $5,019 $2,428 $15,093 $4,950 $2,546 
Carrying amount
Carrying amount
Fair valueFair value15,226 5,957 2,855 16,067 5,457 2,803 

(1)Includes Securitization Bond debt.

(11) Unconsolidated Affiliates (CenterPoint EnergyEquity Securities and CERC)

CenterPoint Energy has the ability to significantly influence the operating and financial policies of Enable, a publicly traded MLP, and, accordingly, accounts for its investment in Enable’s common units using the equity method of accounting. Enable is considered to be a VIE because the power to direct the activities that most significantly impact Enable’s economic performance does not reside with the holders of equity investment at risk. However, CenterPoint Energy is not considered the primary beneficiary of Enable since it does not have the power to direct the activities of Enable that are considered most significant to the economic performance of Enable. As of December 31, 2020, CenterPoint Energy’s maximum exposure to loss related to Enable is limited to its investment in unconsolidated affiliate, its investment in Enable Series A Preferred Units and outstanding current accounts receivable from Enable.

On February 16, 2021, Enable entered into the Enable Merger Agreement. For further information on the Enable Merger, see Note 22.

Investment in Unconsolidated Affiliates (CenterPoint Energy):
December 31, 2020December 31, 2019
(in millions)
Enable$782 $2,406 
Other
  Total$783 $2,408 

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CenterPoint Energy evaluates its equity method investments for impairment when factors indicate that a decrease in the value of its investment has occurred and the carrying amount of its investment may not be recoverable. An impairment loss, based on the excess of the carrying value over the estimated fair value of the investment, is recognized in earnings when an impairment is deemed to be other than temporary. Considerable judgment is used in determining if an impairment loss is other than temporary and the amount of any impairment. Based on the severity of the decline in Enable’s common unit price during the three months ended March 31, 2020 due to the macroeconomic conditions related in part to the COVID-19 pandemic, combined with Enable’s announcement on April 1, 2020 to reduce its quarterly distributions per common unit by 50%, and the market outlook indicating excess supply of crude oil and natural gas and continued depressed crude oil and natural gas prices impacting the midstream oil and gas industry, CenterPoint Energy determined, in connection with its preparation of the financial statements, that an other than temporary decrease in the value of its investment in Enable had occurred. CenterPoint Energy reduced the carrying value of its investment in Enable to its estimated fair value of $848 million as of March 31, 2020 and recognized an impairment charge of $1,541 million during the year ended December 31, 2020. Both the income approach and market approach were utilized to estimate the fair value of CenterPoint Energy’s equity investment in Enable, which includes common units, general partner interest and incentive distribution rights held by CenterPoint Energy through CNP Midstream. The determination of fair value considered a number of relevant factors including Enable’s common unit price and forecasted distributions, recent comparable transactions and the limited float of Enable’s publicly traded common units. As of December 31, 2020, CenterPoint Energy’s investment in Enable is $3.34 per unit and Enable’s common unit price closed at $5.26 per unit. See Note 10 for further discussion of the determination of fair value of CenterPoint Energy’s investment in Enable as of March 31, 2020. CenterPoint Energy did not identify a further decrease in value as of December 31, 2020.

Equity in Earnings of Unconsolidated Affiliates, net (CenterPoint Energy):
Year Ended December 31,
2020 (1)
2019 (2)
2018
(in millions)
Enable (1)
$(1,428)$229 $307 
Other
  Total$(1,428)$230 $307 

(1)CenterPoint Energy recognized a loss of $1,428 million from its investment in Enable for the year ended December 31, 2020. This loss included an impairment charge on CenterPoint Energy’s investment in Enable of $1,541 million discussed above, and CenterPoint Energy’s interest in Enable’s $225 million impairment on an equity method investment.

(2)Includes CenterPoint Energy’s share of Enable’s $86 million goodwill impairment recorded in the fourth quarter of 2019.

Limited Partner Interest and Units Held in Enable (CenterPoint Energy):
As of December 31,
20202019
Limited Partner Interest (1)
Common Units
Enable Series A Preferred Units (2)
Limited Partner Interest (1)
Common Units
Enable Series A Preferred Units (2)
CenterPoint Energy53.7 %233,856,623 14,520,000 53.7 %233,856,623 14,520,000 
OGE25.5 %110,982,805 25.5 %110,982,805 
Public unitholders20.8 %90,710,464 20.8 %90,361,937 
Total Units Outstanding100.0 %435,549,892 14,520,000 100.0 %435,201,365 14,520,000 

(1)Excludes the Enable Series A Preferred Units owned by CenterPoint Energy.

(2)The carrying amount of the Enable Series A Preferred Units, reflected as Preferred units - unconsolidated affiliate on CenterPoint Energy’s Consolidated Balance Sheets, was $363 million as of both December 31, 2020 and 2019. No impairment charges or adjustment to carrying value were made as no observable price changes were identified in the current or prior reporting periods.

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Generally, sales to any person or entity (including a series of sales to the same person or entity) of more than 5% of the aggregate of the common units CenterPoint Energy owns in Enable or sales to any person or entity (including a series of sales to the same person or entity) by OGE of more than 5% of the aggregate of the common units it owns in Enable are subject to mutual rights of first offer and first refusal set forth in Enable’s Agreement of Limited Partnership.

Interests Held in Enable GP (CenterPoint Energy):

CenterPoint Energy and OGE held the following interests in Enable GP as of both December 31, 2020 and 2019:
Management
 Rights (1)
Incentive Distribution Rights (2)
CenterPoint Energy (3)
50 %40 %
OGE50 %60 %

(1)Enable is controlled jointly by CenterPoint Energy and OGE. Sale of CenterPoint Energy’s or OGE’s ownership interests in Enable GP to a third party is subject to mutual rights of first offer and first refusal, and CenterPoint Energy is not permitted to dispose of less than all of its interest in Enable GP.

(2)If cash distributions to Enable’s unitholders exceed $0.330625 per common unit in any quarter, Enable GP will receive increasing percentages or incentive distributions rights, up to 50%, of the cash Enable distributes in excess of that amount. In certain circumstances Enable GP will have the right to reset the minimum quarterly distribution and the target distribution levels at which the incentive distributions receive increasing percentages to higher levels based on Enable’s cash distributions at the time of the exercise of this reset election. To date, no incentive distributions have been made.

(3)Held indirectly through CNP Midstream.

Distributions Received from Enable (CenterPoint Energy and CERC):

CenterPoint Energy
Year Ended December 31,
202020192018
Per UnitCash DistributionPer UnitCash DistributionPer UnitCash Distribution
(in millions, except per unit amounts)
Enable common units$0.8263 $193 $1.2970 $303 $1.2720 $297 
Enable Series A Preferred Units (1)
2.5000 36 2.5000 36 2.5000 36 
Total$229 $339 $333 
(1)As of December 31, 2020, the Enable Series A Preferred Units annual distribution rate was 10%. On February 18, 2021, five years after the issue date, the Enable Series A Preferred Units annual distribution rate changed to a percentage of the Stated Series A Liquidation Preference per Series A Preferred unit equal to the sum of (a) Three-Month LIBOR, as calculated on each applicable date of determination, and (b)8.5%.
Transactions with Enable (CenterPoint Energy and CERC):

The transactions with Enable in the following tables exclude transactions with the Energy Services Disposal Group. See Note 4 for further information.
CenterPoint Energy and CERC
Year Ended December 31,
202020192018
(in millions)
Natural gas expenses, including transportation and storage costs (1)
$86 $86 $86 
Reimbursement of support services (2)

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(1)Included in Non-utility costs of revenues, including natural gas on CenterPoint Energy’s and CERC’s respective Statements of Consolidated Income.

(2)Represents amounts billed for certain support services provided to Enable. Actual support services costs were recorded net of reimbursement.
CenterPoint Energy and CERC
December 31,
20202019
CenterPoint Energy(in millions)
Accounts payable for natural gas purchases from Enable$$
Accounts receivable for amounts billed for services provided to Enable

Summarized consolidated income (loss) information for Enable is as follows:
Year Ended December 31,
202020192018
(in millions)
Operating revenues$2,463 $2,960 $3,431 
Cost of sales, excluding depreciation and amortization965 1,279 1,819 
Depreciation and amortization420 433 398 
Goodwill impairment28 86 
Operating income465 569 648 
Net income attributable to Enable common units52 360 485 
Reconciliation of Equity in Earnings (Losses), net:
CenterPoint Energy’s interest$28 $193 $262 
Basis difference amortization (1)
87 47 47 
Loss on dilution, net of proportional basis difference recognition(2)(11)(2)
Impairment of CenterPoint Energy’s equity method investment in Enable(1,541)
CenterPoint Energy’s equity in earnings (losses), net$(1,428)$229 $307 
(1)Equity in earnings of unconsolidated affiliate includes CenterPoint Energy’s share of Enable earnings adjusted for the amortization of the basis difference of CenterPoint Energy’s original investment in Enable and its underlying equity in net assets of Enable. The basis difference is being amortized through the year 2048.

Summarized consolidated balance sheet information for Enable is as follows:
December 31,
20202019
(in millions)
Current assets$381 $389 
Non-current assets11,348 11,877 
Current liabilities582 780 
Non-current liabilities4,052 4,077 
Non-controlling interest26 37 
Preferred equity362 362 
Accumulated other comprehensive loss(6)(3)
Enable partners’ equity6,713 7,013 
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December 31,
20202019
(in millions)
Reconciliation of Investment in Enable:
CenterPoint Energy’s ownership interest in Enable partners’ equity$3,601 $3,767 
CenterPoint Energy’s basis difference (1)
(2,819)(1,361)
CenterPoint Energy’s equity method investment in Enable$782 $2,406 
(1)Includes the impairment of CenterPoint Energy’s equity method investment in Enable of $1,541 million recorded during the year ended December 31, 2020. The basis difference is being amortized through the year 2048.

(12) Indexed Debt Securities (ZENS) and Securities Related to ZENS (CenterPoint Energy)

(a) Investment inEquity Securities Related to ZENS

A subsidiaryGains and losses on equity securities, net of transaction costs, are recorded as Gain (loss) on equity securities in CenterPoint Energy’s Statements of Consolidated Income. The following table presents information on CenterPoint Energy's equity securities for each period indicated:

Year Ended December 31,
202320222021
(in millions)
AT&T Common$(17)$(63)$(43)
Charter Common43 (273)(8)
WBD Common23 — 
Energy Transfer Common Units (1)
— 95 (124)
Energy Transfer Series G Preferred Units (1)
— (9)
Other— — 
Total Gains (Losses) on Equity Securities$31 $(227)$(172)
(1)In 2022, CenterPoint Energy holdscompleted the execution of its previously announced plan to exit the midstream sector by selling the remaining Energy Transfer Common Units and Energy Transfer Series G Preferred Units it held.

CenterPoint Energy recorded unrealized gains (losses) of $31 million, $(313) million, and $(52) million for the years ended December 31, 2023, 2022, and 2021, respectively, for equity securities held as of December 31, 2023, 2022, and 2021.

CenterPoint Energy and its subsidiaries hold shares of certain securities detailed in the table below, which are classified as trading securitiessecurities. Shares of AT&T Common, Charter Common and WBD Common are expected to be held to facilitate CenterPoint Energy’s ability to meet its obligation under the ZENS. Unrealized gains and losses resulting from changes in the market value of the ZENS-Related Securities are recorded in CenterPoint Energy’s Statements of Consolidated Income.
Shares Held at December 31,Shares Held at December 31,Carrying Value at December 31,
20232023202220232022
(in millions)(in millions)
AT&T Common
Charter Common
WBD Common
Shares Held at December 31,
Other
20202019
AT&T Common10,212,945 10,212,945 
Charter Common872,503 872,503 
Other
Other
$
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(b) ZENS

In September 1999, CenterPoint Energy issued ZENS having an original principal amount of $1.0 billion, of which $828 million remained outstanding as of December 31, 2020.2023. Each ZENS is exchangeable at the holder’s option at any time for an amount of cash equal to 95% of the market value of the reference shares attributable to such note. The number and identity of the reference shares attributable to each ZENS are adjusted for certain corporate events.
CenterPoint Energy’s reference shares for each ZENS consisted of the following:
December 31,
20202019
(in shares)
AT&T Common0.7185 0.7185 
Charter Common0.061382 0.061382 

December 31,
20232022
(in shares)
AT&T Common0.7185 0.7185 
Charter Common0.061382 0.061382 
WBD Common0.173817 0.173817 

CenterPoint Energy pays interest on the ZENS at an annual rate of 2% plus the amount of any quarterly cash dividends paid in respect of the reference shares attributable to the ZENS. The principal amount of the ZENS is subject to increases or decreases to the extent that the annual yield from interest and cash dividends on the reference shares is less than or more than 2.309%. The adjusted principal amount is defined in the ZENS instrument as “contingent principal.” As of December 31, 2020,2023, the ZENS, having an original principal amount of $828 million and a contingent principal amount of $56$18 million, were outstanding and were exchangeable, at the option of the holders, for cash equal to 95% of the market value of the reference shares attributable to the ZENS. As of December 31, 2020,2023, the market value of such shares was approximately $871$538 million, which would provide an exchange amount of $999$618 for each $1,000 original principal amount of ZENS. At maturity of the ZENS in 2029, CenterPoint Energy will be obligated to pay in cash the higher of the contingent principal amount of the ZENS or an amount based on the then-current market value of the reference shares, which will include any additional publicly-traded securities distributed with respect to the current reference shares prior to maturity.

The ZENS obligation is bifurcated into a debt component and a derivative component (the holder’s option to receive the appreciated value of the reference shares at maturity). The bifurcated debt component accretes through interest charges annually up to the contingent principal amount of the ZENS in 2029. Such accretion will be reduced by annual cash interest payments, as described above. The derivative component is recorded at fair value and changes in the fair value of the derivative component
157


are recorded in CenterPoint Energy’s Statements of Consolidated Income. Changes in the fair value of the ZENS-Related Securities held by CenterPoint Energy are expected to substantially offset changes in the fair value of the derivative component of the ZENS.

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The following table sets forth summarized financial information regarding CenterPoint Energy’s investment in ZENS-Related Securities and each component of CenterPoint Energy’s ZENS obligation. 
ZENS-Related
Securities
Debt
Component
of ZENS
Derivative
Component
of ZENS
ZENS-Related
Securities
Debt
Component
of ZENS
Derivative
Component
of ZENS
(in millions)
Balance as of December 31, 2017$960 $122 $668 
Accretion of debt component of ZENS21 
2% interest paid(17)
Sale of ZENS-Related Securities(398)
Distribution to ZENS holders(102)(46)
Gain on indexed debt securities(21)
Loss on ZENS-Related Securities(22)
Balance as of December 31, 2018540 24 601 
(in millions)(in millions)
Balance as of December 31, 2020
Accretion of debt component of ZENSAccretion of debt component of ZENS17 
2% interest paid2% interest paid(17)
Distribution to ZENS holdersDistribution to ZENS holders(5)
Distribution to ZENS holders
Distribution to ZENS holders
Loss on indexed debt securities292 
Gain on ZENS-Related Securities282 
Balance as of December 31, 2019822 19 893 
Gain on indexed debt securities
Gain on indexed debt securities
Gain on indexed debt securities
Loss on ZENS-Related Securities
Balance as of December 31, 2021
Accretion of debt component of ZENSAccretion of debt component of ZENS17 
2% interest paid2% interest paid(16)
Distribution to ZENS holdersDistribution to ZENS holders(5)
Distribution to ZENS holders
Distribution to ZENS holders
Gain on indexed debt securities
Gain on indexed debt securities
Gain on indexed debt securities
Loss on ZENS-Related Securities
Balance as of December 31, 2022
Accretion of debt component of ZENS
Accretion of debt component of ZENS
Accretion of debt component of ZENS
2% interest paid
Distribution to ZENS holders
Distribution to ZENS holders
Distribution to ZENS holders
Loss on indexed debt securitiesLoss on indexed debt securities60 
Loss on indexed debt securities
Loss on indexed debt securities
Gain on ZENS-Related SecuritiesGain on ZENS-Related Securities49 
Balance as of December 31, 2020$871 $15 $953 
Balance as of December 31, 2023

(13)(12) Equity (CenterPoint Energy)

Dividends Declared and Paid (CenterPoint Energy)

CenterPoint Energy declared and paid dividends on its Common Stock during 2020, 20192023, 2022 and 20182021 as presented in the table below:
Declaration DateRecord DatePayment Date
Per Share (1)
Total
(in millions)
December 10, 2020February 18, 2021March 11, 2021$0.1600 $88 
October 29, 2020November 19, 2020December 10, 20200.1500 83 
July 29, 2020August 20, 2020September 10, 20200.1500 82 
April 24, 2020May 21, 2020June 11, 20200.1500 82 
February 3, 2020February 20, 2020March 12, 20200.2900 145 
Total 2020$0.9000 $480 
October 17, 2019November 21, 2019December 12, 2019$0.2875 $144 
July 31, 2019August 15, 2019September 12, 20190.2875 145 
April 25, 2019May 16, 2019June 13, 20190.2875 144 
Total 2019$0.8625 $433 
158


Declaration DateRecord DatePayment Date
Per Share (1)
Total
(in millions)
December 12, 2018February 21, 2019March 14, 2019$0.2875 $144 
October 23, 2018November 15, 2018December 13, 20180.2775 139 
July 26, 2018August 16, 2018September 13, 20180.2775 120 
April 26, 2018May 17, 2018June 14, 20180.2775 120 
Total 2018$1.1200 $523 
(1)On April 1, 2020, in response to the reduction in cash flow related to the reduction in Enable quarterly common unit distributions announced by Enable on April 1, 2020, CenterPoint Energy announced a reduction of its quarterly Common Stock dividend per share from $0.2900 to $0.1500.

CenterPoint Energy declared and paid dividends on its Series A Preferred Stock during 2020, 2019 and 2018 as presented in the table below:
Declaration DateRecord DatePayment DatePer ShareTotal
(in millions)
December 10, 2020February 15, 2021March 1, 2021$30.6250 $24 
July 29, 2020August 14, 2020September 1, 202030.6250 24 
February 3, 2020February 14, 2020March 2, 202030.6250 25 
Total 2020$91.8750 $73 
July 31, 2019August 15, 2019September 3, 2019$30.6250 $24 
Total 2019$30.6250 $24 
December 12, 2018February 15, 2019March 1, 2019$32.1563 $26 
Total 2018$32.1563 $26 

CenterPoint Energy declared dividends on its Series B Preferred Stock during 2020, 2019 and 2018 as presented in the table below:
Declaration DateRecord DatePayment DatePer ShareTotal
(in millions)
December 10, 2020February 15, 2021March 1, 2021$17.5000 $17 
October 29, 2020November 13, 2020December 1, 202017.5000 17 
July 29, 2020August 14, 2020September 1, 202017.5000 17 
April 24, 2020May 15, 2020June 1, 202017.5000 17 
February 3, 2020February 14, 2020March 2, 202017.5000 17 
Total 2020$87.5000 $85 
October 17, 2019November 15, 2019December 2, 2019$17.5000 $17 
July 31, 2019August 15, 2019September 3, 201917.5000 17 
April 25, 2019May 15, 2019June 3, 201917.5000 17 
Total 2019$52.5000 $51 
December 12, 2018February 15, 2019March 1, 2019$17.5000 $17 
October 23, 2018November 15, 2018December 1, 201811.6667 11 
Total 2018$29.1667 $28 

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CenterPoint Energy declared and paid dividends on its Series C Preferred Stock during 2020 as presented in the table below:
Declaration Date(1)Record DatePayment DatePer ShareTotal
(in millions)
December 10, 2020February 18, 2021March 11, 2021$0.1600 $
October 29, 2020November 19, 2020December 10, 20200.1500 
July 29, 2020August 20, 2020September 10, 20200.1500 
April 24, 2020May 21, 2020June 11, 20200.1500 
Total 2020$0.6100 $27 
Dividends Declared Per ShareDividends Paid Per Share
202320222021202320222021
Common Stock$0.7800 $0.7200 $0.6600 $0.7700 $0.7000 $0.6500 
Series A Preferred Stock (1)
30.6250 61.2500 61.2500 61.2500 61.2500 61.2500 
Series B Preferred Stock (2)
— — 35.0000 — — 52.5000 
Series C Preferred Stock (3)
— — — — — 0.1600 

(1)Declaration date for dividends onAll of the outstanding shares of Series A Preferred Stock were redeemed during 2023 as further described below.
(2)All of the outstanding shares of Series B Preferred Stock were converted to Common Stock. Stock during 2021.
(3)The Series C Preferred Stock iswas entitled to participate in any dividend or distribution (excluding those payable in Common Stock) with the Common Stock on a pari passu, pro rata, as-converted basis. The per share amount reflects the dividend per share of Common Stock as if the Series C Preferred Stock were converted into Common Stock. TheAll of the outstanding Series C Preferred Stock are expected to convertwas converted to Common Stock on or around May 7,during 2021.
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Preferred Stock (CenterPoint Energy)

Liquidation Preference Per ShareShares Outstanding as of December 31,Outstanding Value as of December 31,
202320222021202320222021
(in millions, except shares and per share amount)
Series A Preferred Stock (1)
$1,000 — 800,000 800,000 $— $790 $790 
— 800,000 800,000 $— $790 $790 

(1)All of the outstanding shares of Series A Preferred Stock were redeemed during 2023 as further described below.

There were no Series C Preferred Stock outstanding or dividends declared in 2019 or 2018.

Dividend Requirement on Preferred Stock
Year Ended December 31,Year Ended December 31,
2023202320222021
(in millions)(in millions)
Series A Preferred Stock
Series B Preferred Stock
Year Ended December 31,
202020192018
Total income allocated to preferred shareholders
(in millions)
Series A Preferred Stock$49 $49 $18 
Series B Preferred Stock68 68 17 
Series C Preferred Stock27 
Preferred dividend requirement144 117 35 
Amortization of beneficial conversion feature32 
Total income allocated to preferred shareholdersTotal income allocated to preferred shareholders$176 $117 $35 
Total income allocated to preferred shareholders

Series A Preferred Stock

On August 22, 2018, CenterPoint Energy completedPrior to the issuanceredemption of 800,000all outstanding shares of its Series A Preferred Stock at a price of $1,000 per share, resulting in net proceeds of $790 million after issuance costs. TheSeptember 2023, the aggregate liquidation value of the Series A Preferred Stock iswas $800 million with a per share liquidation value of $1,000.

CenterPoint Energy used the net proceeds from the The Series A Preferred Stock offeringwas redeemable at CenterPoint Energy’s election on or after September 1, 2023, for cash at a redemption price of $1,000 per share, plus any accumulated and unpaid dividends thereon to, fund a portion ofbut excluding, the Merger and to pay related fees and expenses.redemption date.

Dividends. The Series A Preferred Stock accrueaccrued cumulative dividends, calculated as a percentage of the stated amount per share, at a fixed annual rate of 6.125% per annum to but excluding, September 1, 2023, and at an annual rate of three-month LIBOR plus a spread of 3.270% thereafter to be paid in cash if, when and as declared. If declared, prior to September 1, 2023, dividends arewere payable semi-annually in arrears on each March 1 and September 1, beginning on March 1, 2019, and, for the period commencing on September 1, 2023, dividends are payable quarterly in arrears each March 1, June 1, September 1 and December 1, beginning on December 1, 2023.2019. Cumulative dividends earned during the applicable periods are presented on CenterPoint Energy’s Statements of Consolidated Income as Preferred stock dividend requirement.

Optional Redemption. On or after September 1, 2023, CenterPoint Energy may, at its option, redeem the Series A Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $1,000 per share, plus any accumulated and unpaid dividends thereon to, but excluding, the redemption date.

At any time within 120 days after the conclusion of any review or appeal process instituted by CenterPoint Energy, if any, following the occurrence of a ratings event, CenterPoint Energy may, at its option, redeem the Series A Preferred Stock in whole, but not in part, at a redemption price in cash per share equal to $1,020 (102% of the liquidation value of $1,000) plus an amount equal to all accumulated and unpaid dividends thereon to, but excluding, the redemption date, whether or not declared.

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Ranking. The Series A Preferred Stock, with respect to anticipated dividends and distributions upon CenterPoint Energy’s liquidation or dissolution, or winding-up of CenterPoint Energy’s affairs, ranks or will rank:ranked:

senior to Common Stock and to each other class or series of capital stock established after the initial issue date of the Series A Preferred Stock that is expressly made subordinated to the Series A Preferred Stock;

on a parity with any class or series of capital stock established after the initial issue date of the Series A Preferred Stock that is not expressly made senior or subordinated to the Series A Preferred Stock, including the Series B Preferred Stock;

junior to any class or series of capital stock established after the initial issue date of the Series A Preferred Stock that is expressly made senior to the Series A Preferred Stock;

junior to all existing and future indebtedness (including indebtedness outstanding under CenterPoint Energy’s credit facilities, senior notes and commercial paper) and other liabilities with respect to assets available to satisfy claims against CenterPoint Energy; and

structurally subordinated to any existing and future indebtedness and other liabilities of CenterPoint Energy’s subsidiaries and capital stock of CenterPoint Energy’s subsidiaries held by third parties.

Voting Rights. Holders of the Series A Preferred Stock generally willdid not have voting rights. Whenever dividends on

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Redemption of Series A Preferred Stock. On September 1, 2023, CenterPoint Energy redeemed all 800,000 outstanding shares of Series A Preferred Stock, have not been declaredin whole for cash at a redemption price of $1,000 per share, plus any accumulated and paid for the equivalent of three or more semi-annual or six or more quarterly dividend periods (including, for the avoidance of doubt, the dividend period beginning on, and including, the original issue date and ending on,unpaid dividends thereon to, but excluding, March 1, 2019), whether or not consecutive, the holders of such shares of Series A Preferred Stock, voting together as a single class with holders of any and all other series of voting preferred stock (as defined in the Statement of Resolution for the Series A Preferred Stock) then outstanding, will be entitled at CenterPoint Energy’s next annual or special meeting of shareholders to vote for the election of a total of two additional members of CenterPoint Energy’s Board of Directors, subject to certain limitations. This right will terminate if and when all accumulated dividends have been paid in full and, upon such termination, the term of office of each director so elected will terminate at such time and the number of directors on CenterPoint Energy’s Board of Directors will automatically decrease by two, subject to the revesting of such rights in the event of each subsequent nonpayment.redemption date.

Series B Preferred Stock

On October 1, 2018, CenterPoint Energy completed the issuance of 19,550,000 depositary shares, each representing a 1/20th interest in a share of its Series B Preferred Stock, at a price of $50 per depositary share, resulting in net proceeds of $950 million after issuance costs. The aggregate liquidation value of Series B Preferred Stock is $978 million with a per share liquidation value of $1,000. The amount issued included 2,550,000 depositary shares issued pursuant to the exercise in full of the option granted to the underwriters to purchase additional depositary shares.

CenterPoint Energy used the net proceeds from the offering of depositary shares, each representing a 1/20th interest in a share of its Series B Preferred Stock, to fund a portion of the Merger and to pay related fees and expenses.

Dividends. Dividends on the Series B Preferred Stock will be payable on a cumulative basis when, as and if declared at an annual rate of 7.00% on the liquidation value of $1,000 per share. CenterPoint Energy may pay declared dividends in cash or, subject to certain limitations, in shares of Common Stock, or in any combination of cash and shares of Common Stock on March 1, June 1, September 1 and December 1 of each year, commencing on December 1, 2018 and ending on, and including, September 1, 2021. Cumulative dividends earned during the applicable periods are presented on CenterPoint Energy’s Statements of Consolidated Income as Preferred stock dividend requirement.

Mandatory Conversion. Unless earlier converted or redeemed, each share of the Series B Preferred Stock will automatically convert on the mandatory conversion date, which is expected to be September 1, 2021, into not less than 30.5820 and not more than 36.6980 shares of Common Stock, subject to certain anti-dilution adjustments. Correspondingly, the conversion rate per depositary share will be not less than 1.5291 and not more than 1.8349 shares of Common Stock, subject to certain anti-dilution adjustments. The conversion rate will be determined based on a preceding 20-day volume-weighted-average-price of Common Stock.

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The following table illustrates the conversion rate per share of the Series B Preferred Stock, subject to certain anti-dilution adjustments:
Applicable Market Value of the Common StockConversion Rate per Share of Series B Preferred Stock
Greater than $32.6990 (threshold appreciation price)30.5820 shares of Common Stock
Equal to or less than $32.6990 but greater than or equal to $27.2494Between 30.5820 and 36.6980 shares of Common Stock, determined by dividing $1,000 by the applicable market value
Less than $27.2494 (initial price)36.6980 shares of Common Stock

The following table illustrates the conversion rate per depositary share, subject to certain anti-dilution adjustments:
Applicable Market Value of the Common StockConversion Rate per Depository Share
Greater than $32.6990 (threshold appreciation price)1.5291 shares of Common Stock
Equal to or less than $32.6990 but greater than or equal to $27.2494Between 1.5291 and 1.8349 shares of Common Stock, determined by dividing $50 by the applicable market value
Less than $27.2494 (initial price)1.8349 shares of Common Stock

Optional Conversion of the Holder. Other than during a fundamental change conversion period, and unless CenterPoint Energy has redeemed the Series B Preferred Stock, a holder of the Series B Preferred Stock may, at any time prior to September 1, 2021, elect to convert such holder’s shares of the Series B Preferred Stock, in whole or in part, at the minimum conversion rate of 30.5820 shares of Common Stock per share of the Series B Preferred Stock (equivalent to 1.5291 shares of Common Stock per depositary share), subject to certain anti-dilution and other adjustments. Because each depositary share represents a 1/20th fractional interest in a share of the Series B Preferred Stock, a holder of depositary shares may convert its depositary shares only in lots of 20 depositary shares.

Fundamental Change Conversion. If a fundamental change occurs on or prior to September 1, 2021, holders of the Series B Preferred Stock will have the right to convert their shares of the Series B Preferred Stock, in whole or in part, into shares of Common Stock at the fundamental change conversion rate during the period beginning on, and including, the effective date of such fundamental change and ending on, and including, the date that is 20 calendar days after such effective date (or, if later, the date that is 20 calendar days after holders receive notice of such fundamental change, but in no event later than September 1, 2021). Holders who convert shares of the Series B Preferred Stock during that period will also receive a make-whole dividend amount comprised of a fundamental change dividend make-whole amount, and to the extent there is any, the accumulated dividend amount. Because each depositary share represents a 1/20th fractional interest in a share of the Series B Preferred Stock, a holder of depositary shares may convert its depositary shares upon a fundamental change only in lots of 20 depositary shares.

Ranking. The Series B Preferred Stock, with respect to anticipated dividends and distributions upon CenterPoint Energy’s liquidation or dissolution, or winding-up of CenterPoint Energy’s affairs, ranks or will rank:

senior to Common Stock and to each other class or series of capital stock established after the initial issue date of the Series B Preferred Stock that is expressly made subordinated to the Series B Preferred Stock;

on a parity with the Series A Preferred Stock and any class or series of capital stock established after the initial issue date that is not expressly made senior or subordinated to the Series B Preferred Stock;

junior to any class or series of capital stock established after the initial issue date that is expressly made senior to the Series B Preferred Stock;

junior to all existing and future indebtedness (including indebtedness outstanding under CenterPoint Energy’s credit facilities, senior notes and commercial paper) and other liabilities with respect to assets available to satisfy claims against CenterPoint Energy; and

structurally subordinated to any existing and future indebtedness and other liabilities of CenterPoint Energy’s subsidiaries and capital stock of CenterPoint Energy’s subsidiaries held by third parties.

Voting Rights. Holders of the Series B Preferred Stock generally will not have voting rights. Whenever dividends on shares of the Series B Preferred Stock have not been declared and paid for six or more dividend periods (including, for the avoidance
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of doubt, the dividend period beginning on, and including, the initial issue date and ending on, but excluding, December 1, 2018), whether or not consecutive, the holders of such shares of Series B Preferred Stock, voting together as a single class with holders of any and all other series of voting preferred stock then outstanding (as defined in the Statement of Resolution for the Series B Preferred Stock), will be entitled at CenterPoint Energy’s next annual or special meeting of shareholders to vote for the election of a total of two additional members of CenterPoint Energy’s Board of Directors, subject to certain limitations. This right will terminate if and when all accumulated and unpaid dividends have been paid in full and, upon such termination, the term of office of each director so elected will terminate at such time and the number of directors on CenterPoint Energy’s Board of Directors will automatically decrease by two, subject to the revesting of such rights in the event of each subsequent nonpayment.

On November 27, 2020, a holder of Series B Preferred Stock submitted 2,000 depository shares for conversion. The depository shares converted into an aggregate 3,064 shares of Common Stock. After the conversion, 977,400 shares of Series B Preferred Stocks remain outstanding.

Series C Preferred Stock Private PlacementTemporary Equity (CenterPoint Energy)

On May 6, 2020,the approval and recommendation of the Compensation Committee and approval of the Board (acting solely through its independent directors), CenterPoint Energy entered into agreements for the private placementa retention incentive agreement with David J. Lesar, then President and Chief Executive Officer of 725,000 shares of its Series C Preferred Stock, at a price of $1,000 share, resulting in net proceeds of $724 million after issuance costs.

The Series C Preferred Stock is entitled to participate in any dividend or distribution (excluding those payable in Common Stock) with the Common Stock on a pari passu, pro rata, as-converted basis. At liquidation, the Series C Preferred Stock will rank pari passuCenterPoint Energy, dated July 20, 2021. Pursuant to the existing Series A Preferred Stock and Series B Preferred Stock and senior to the Common Stock, but will participate inretention incentive agreement, Mr. Lesar received equity-based awards under CenterPoint Energy’s LTIP covering a liquidation only on an as-converted to Common Stock basis.

Conversiontotal of the Series C Preferred Stock is mandatory upon the occurrence of any of the following triggers: (i) the 12-month anniversary date of the preferred stock purchase agreements, (ii) a bankruptcy event, and (iii) a fundamental change in CenterPoint Energy, including, among other things certain change of control events. Upon a mandatory conversion, each share of Series C Preferred Stock will convert into the number1 million shares of Common Stock equal(Total Stock Award), which were granted in multiple annual awards. Mr. Lesar received 400 thousand restricted stock units in July 2021 that vested in December 2022 and 400 thousand restricted stock units and 200 thousand restricted stock units in February 2022 and February 2023, respectively, that vested in December 2023. For accounting purposes, the 1 million shares under the Total Stock Award, consisting of the equity-based awards described above, were considered granted in July 2021. In the event that death, disability, termination without cause or resignation for good reason, as defined in the retention incentive agreement, had occurred prior to the quotient of $1,000 divided by the prevailing conversion price, which is initially $15.31. In a conversion at the 12-month anniversary date, in lieu of issuing Commonfull Total Stock Award being awarded, CenterPoint Energy may, at its election, makewould have paid a lump sum cash payment equal to the product of (i) the then current market pricevalue of the Common Stock multiplied by (ii)unawarded equity-based awards, based on the number of sharesclosing trading price of Common Stock that such holderon the date of the event’s occurrence. Because the equity-based awards would have been entitledredeemable for cash prior to receive in a conversion. Following the six-month anniversary date of the issuance of the Series C Preferred Stock, holders of Series C Preferred Stock also have an optional right to convert their holdings to Common Stock at any time, subject to a limit on conversion of no more than 4.9% of the outstanding Common Stock. The conversion price is subject to adjustment for subdivisions and combinations, dividends or distributions payable in common stock. If all of the 725,000 shares of Series C Preferred Stock convertedbeing awarded upon events that were not probable at the initial conversion price,grant date, the equity associated with any unawarded equity-based awards were classified as Temporary Equity as of December 31, 2022 on CenterPoint Energy would issue an incremental 47,354,670 sharesEnergy’s Consolidated Balance Sheets. As of Common Stock. The Series C Preferred Stock are expected to convert to Common Stock on or around May 7, 2021.

CenterPoint Energy may not issue more than a specified amount of outstanding Common Stock upon conversion of Preferred Stock. Once such specified amount has been reached, each Series C Preferred Stock holder electing to convert or subject to mandatory conversion will receive a cash payment equal to the product of (i) the market price of the Common Stock multiplied by (ii) the number of shares of Common Stock that such holder wouldDecember 31, 2023, all restricted stock units have been entitledawarded to receiveMr. Lesar and no amounts are reflected in a conversion. On June 1, 2020, CenterPoint Energy filed a shelf registration statement with the SEC registering 58,051,121 shares of Common Stock, equal to the maximum number of shares of Common Stock issuable in the aggregate upon conversion of the Series C Preferred Stock pursuant to the preferred stock purchase agreements.

Series C Preferred Stock holders have no voting rights, except that the affirmative vote of a majority of outstanding Series C Preferred Stock is required for the company to (i) create any class or series of securities that is senior to the Series C Preferred Stock; (ii) reclassify or amend any authorized securities of CenterPoint Energy if reclassification would render the relevant security senior to the Series C Preferred Stock; or (iii) increase the authorized amount or issue any additional shares of Series C Preferred Stock.

The vote of at least 66 2/3% of the outstanding shares of Series C Preferred Stock is needed to amend the terms of the Series C Preferred Stock in any manner that would adversely alter or change the rights of the Series C Preferred Stock, subject to certain exceptions.

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On November 2, 2020, CenterPoint Energy received notification of the intent for a shareholder to convert 100,000 shares of Series C Preferred Stock and establishing November 6, 2020 as the conversion date. As a result of the conversion, 6,531,677 shares of Common Stock were issued, and the outstanding number of shares of Series C Preferred Stock decreased to 625,000.

Common Stock Private Placement (CenterPoint Energy)

On May 6, 2020, CenterPoint Energy entered into agreements for the private placement of 41,977,612 shares of its Common Stock, at a price of $16.08 share, resulting in net proceeds of $673 million after issuance costs. On June 1, 2020, CenterPoint Energy filed a shelf registration statement with the SEC registering these 41,977,612 shares of Common Stock.

Undistributed Retained Earnings

As of both December 31, 2020 and 2019,Temporary Equity on CenterPoint Energy’s consolidated retained earnings balance included 0 undistributed earnings from Enable.Consolidated Balance Sheets.

Accumulated Other Comprehensive Income (Loss) (CenterPoint Energy and CERC)

Changes in accumulated comprehensive income (loss) are as follows:
Year Ended December 31,
Year Ended December 31,
Year Ended December 31,
202320232022
CenterPoint EnergyCenterPoint EnergyCERCCenterPoint EnergyCERC
(in millions)(in millions)
Beginning Balance
Other comprehensive income (loss) before reclassifications:
Remeasurement of pension and other postretirement plans
Remeasurement of pension and other postretirement plans
Remeasurement of pension and other postretirement plans
Year Ended December 31,
20202019
Amounts reclassified from accumulated other comprehensive loss:
CenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERC
(in millions)
Beginning Balance$(98)$(15)$10 $(108)$(14)$
Other comprehensive income (loss) before reclassifications:
Remeasurement of pension and other postretirement plans(12)
Deferred loss from interest rate derivatives (1)
(3)(1)
Reclassified to earnings
Other comprehensive loss from unconsolidated affiliates(2)(1)
Amounts reclassified from accumulated other comprehensive loss:Amounts reclassified from accumulated other comprehensive loss:
Prior service cost (2)
Actuarial losses (2)
Reclassification of deferred loss from cash flow hedges (3)
19 19 
Amounts reclassified from accumulated other comprehensive loss:
Net deferred gain from cash flow hedges
Net deferred gain from cash flow hedges
Net deferred gain from cash flow hedges
Prior service cost (1)
Actuarial losses (1)
Settlement (2)
Reclassification of deferred loss from cash flow hedges realized in net income
Tax benefit (expense)
Tax benefit (expense)
Tax benefit (expense)Tax benefit (expense)(4)(4)(1)(3)(2)
Net current period other comprehensive income (loss)Net current period other comprehensive income (loss)15 10 (1)
Ending BalanceEnding Balance$(90)$$10 $(98)$(15)$10 
Ending Balance
Ending Balance

(1)Gains and losses are reclassified from Accumulated other comprehensive income into income when the hedged transactions affect earnings. The reclassification amounts are included in Interest and other finance charges in each of the Registrant’s respective Statements of Consolidated Income. Amounts are $-0- and $1 million for the years ended December 31, 2020 and 2019, respectively.

(2)Amounts are included in the computation of net periodic cost and are reflected in Other, net in each of the Registrants’ respective Statements of Consolidated Income.

(3)(2)TheAmounts presented represent a one-time, non-cash settlement cost of debt approved by the PUCT as part of Houston Electric’s Stipulation and Settlement Agreement included unrealized gains and losses on interest rate hedges. Accordingly, deferred gains and losses on interest rate hedges were reclassified(benefit), prior to regulatory assetsdeferrals, which are required when the total lump sum distributions or liabilities, as appropriate.other settlements of plan benefit obligations during a plan year exceed the service cost and interest cost components of the net periodic cost for that year. Amounts presented in the table above are included in Other income (expense), net in CenterPoint Energy’s Statements of Consolidated Income, net of regulatory deferrals.

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(14)(13) Short-term Borrowings and Long-term Debt
 December 31,
2020
December 31,
2019
 Long-Term
Current (1)
Long-Term
Current (1)
 (in millions)
CenterPoint Energy:
ZENS due 2029 (2)
$$15 $$19 
CenterPoint Energy senior notes 2.50% to 4.25% due 2021 to 2049 (3)
2,700 500 3,200 
CenterPoint Energy variable rate term loan 0.865% due 2021700 1,000 
CenterPoint Energy pollution control bonds 5.125% due 2028 (5)
68 68 
CenterPoint Energy commercial paper (6) (7)
1,078 1,633 
VUHI senior notes 3.72% to 6.10% due 2021 to 2045377 55 432 100 
VUHI commercial paper (6) (7)
92 268 
VUHI variable rate term loan300 
VCC variable rate term loan200 
IGC senior notes 6.34% to 7.08% due 2025 to 202996 96 
SIGECO first mortgage bonds 0.875% to 6.72% due 2022 to 2055 (4)
293 293 
Other debt12 18 18 
Unamortized debt issuance costs(17)— (22)— 
Unamortized discount and premium, net(6)(7)
Houston Electric debt (see details below)4,406 613 4,719 231 
CERC debt (see details below)2,428 24 2,546 
Total CenterPoint Energy debt$11,521 $1,919 $14,244 $868 

Houston Electric:    
First mortgage bonds 9.15% due 2021 (8)
$$102 $102 $
General mortgage bonds 1.85% to 6.95% due 2021 to 20503,912 300 3,912 
Restoration Bond Company:
System restoration bonds 4.243% due 202269 66 134 62 
Bond Company III:
Transition bonds 5.234% due 202029 
Bond Company IV:
Transition bonds 3.028% due 2024467 145 613 140 
Unamortized debt issuance costs(28)— (27)— 
Unamortized discount and premium, net(14)— (15)— 
Total Houston Electric debt$4,406 $613 $4,719 $231 
Short-term Borrowings and Long-term Debt: As of December 31, 2023 and 2022, the Registrants had the following short-term borrowings and long-term debt outstanding:
CERC (9):
Short-term borrowings:    
Inventory financing$— $24 $— $— 
Total CERC short-term borrowings— 24 — — 
Long-term debt:    
Senior notes 1.75% to 6.625% due 2023 to 2047$2,100 $$2,193 $
Commercial paper (6) (7)
347 377 
Unamortized debt issuance costs(15)— (13)— 
Unamortized discount and premium, net(4)— (11)— 
Total CERC long-term debt2,428 2,546 
Total CERC debt$2,428 $24 $2,546 $
 December 31, 2023December 31, 2022
 Long-Term
Current (1)
Long-Term
Current (1)
 (in millions)
CenterPoint Energy:
ZENS due 2029 (2)
$— $$— $
CenterPoint Energy senior notes 1.45% to 5.989% due 2024 to 20493,250 850 3,050 — 
CenterPoint Energy pollution control bonds 5.125% due 2028 (3)
68 — 68 — 
CenterPoint Energy commercial paper (4)
1,036 — 1,770 — 
SIGECO first mortgage bonds 3.450% to 6.00% due 2024 to 2055 (5)
825 22 277 11 
SIGECO securitization bonds 5.026% to 5.172% due 2036 to 2041 (6)
324 17 — — 
Other debt— — — 
Unamortized debt issuance costs(35)— (15)— 
Unamortized discount and premium, net(5)(6)— 
Houston Electric debt (see details below)7,426 161 6,197 156 
CERC debt (see details below)4,670 3,495 1,842 
Total CenterPoint Energy debt$17,559 $1,059 $14,836 $2,020 
Houston Electric:    
General mortgage bonds 2.35% to 6.95% due 2026 to 2053 (7)
$7,512 $— $6,112 $— 
Other— — 
Bond Company IV:
Transition bonds 3.028% due 2024— 161 161 156 
Unamortized debt issuance costs(59)— (50)— 
Unamortized discount and premium, net(28)— (27)— 
Total Houston Electric debt$7,426 $161 $6,197 $156 
CERC (8):
Short-term borrowings:    
Inventory financing (9)
$— $$— $11 
Term loan— — — 500 
Total CERC short-term borrowings— — 511 
Long-term debt:    
Senior notes 1.75% to 6.625% due 2026 to 2047$4,120 $— $2,620 $1,331 
Indiana Gas senior notes 6.34% to 7.08% due 2025 to 202996 — 96 — 
Commercial paper (4)
484 — 805 — 
Unamortized debt issuance costs(31)— (22)— 
Unamortized discount and premium, net— (4)— 
Total CERC debt$4,670 $$3,495 $1,842 

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(1)Includes amounts due or exchangeable within one year of the date noted.

(2)CenterPoint Energy’s ZENS obligation is bifurcated into a debt component and an embedded derivative component. For additional information regarding ZENS, see Note 12(b)11(b). As ZENS are exchangeable for cash at any time at the option of the holders, these notes are classified as a current portion of long-term debt.
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(3)The senior notesThese pollution control bonds were secured by general mortgage bonds of Houston Electric as of December 31, 2023 and 2022 and are not reflected in Houston Electric’s consolidated financial statements because of the contingent nature of the obligations.
(4)Commercial paper issued by VUHICenterPoint Energy and CERC Corp. has maturities up to 60 days and 30 days, respectively, and are guaranteedbackstopped by SIGECO, Indiana Gas and VEDO.the respective issuer’s long-term revolving credit facility. Commercial paper is classified as long-term because the termination date of the facility that backstops the commercial paper is more than one year from the balance sheet date.

(4)(5)The first mortgage bonds issued by SIGECO subject SIGECO’s properties to a lien under the related mortgage indenture as further discussed below.
(5) These pollution control bonds were secured by general mortgage bonds of Houston Electric as of December 31, 2020 and 2019 and are not reflected in Houston Electric’s consolidated financial statements because of the contingent nature of the obligations.

(6)Classified as long-term debt because the termination date of the facility that backstops the commercial paper is more than one year from the date noted.

Scheduled final payment dates are November 15, 2036 and May 15, 2041. The SIGECO Securitization Bonds will be repaid over time through a securitization charge imposed on retail electric customers in SIGECO’s service territory.
(7)Commercial paper issued by CenterPoint Energy, CERC Corp. and VUHI has maturities up to 60 days, 30 days, and 30 days, respectively, and are backstopped by the respective issuer’s long-term revolving credit facility.

(8)The firstgeneral mortgage bonds issued by Houston Electric subject Houston Electric’s properties to a lien under the related mortgage indentureGeneral Mortgage as further discussed below.

(9)(8)Issued by CERC Corp.
(9)Represents AMA transactions accounted for as an inventory financing.

Long-term Debt Transactions

Debt Repayments.Issuances. In April 2020, VCC repaidDuring 2023, the aggregate principal amount of its $200 million variable term loan, and VUHI refinanced a $100 million 6.28% guaranteed senior note that matured in April 2020. In June 2020, VUHI repaid the aggregate principal amount of its $300 million variable term loan. In addition, in June 2020, CenterPoint Energy repaid $300 million of principal on its outstanding $1.0 billion variable rate term loan.following debt instruments were issued or incurred:
RegistrantIssuance DateDebt InstrumentAggregate Principal AmountInterest RateMaturity Date
(in millions, except for interest rates)
Houston Electric (1)
March 2023General Mortgage Bonds$600 4.95%2033
Houston Electric (1)
March 2023General Mortgage Bonds300 5.30%2053
Houston Electric (2)
September 2023General Mortgage Bonds500 5.20%2028
Total Houston Electric1,400 
CERC (3)
February 2023Term Loan500 
SOFR (4) + 0.85%
2024
CERC (5)
February 2023Senior Notes600 5.25%2028
CERC (5)
February 2023Senior Notes600 5.40%2033
CERC (6)
May 2023Senior Notes300 5.25%2028
Total CERC2,000 
CenterPoint Energy (7)
March 2023First Mortgage Bonds100 4.98%2028
CenterPoint Energy (7)
March 2023First Mortgage Bonds80 5.04%2033
CenterPoint Energy (8)
March 2023Term Loan250 
SOFR (4) + 1.50%
2023
CenterPoint Energy (9)
June 2023Securitization Bonds341 5.026% - 5.172%2038-2043
CenterPoint Energy (10)
August 2023Convertible Notes1,000 4.25%2026
CenterPoint Energy (11)
August 2023Senior Notes400 5.25%2026
CenterPoint Energy (12)
October 2023First Mortgage Bonds470 5.75% - 6.00%2029-2034
Total CenterPoint Energy$6,041 

Debt Redemption. (1)In September 2020, CERC Corp. provided noticeTotal proceeds from Houston Electric’s March 2023 issuances of redemption relating to $593 million aggregate principal amount of CERC Corp.’s outstanding 4.50% Senior Notes due 2021, Series A and B. All of the outstanding senior notes were redeemed in full in October 2020 at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the redemption date.

In December 2020, CenterPoint Energy provided notice of redemption relating to $250 million aggregate principal amount of its outstanding $500 million aggregate principal amount 3.85% senior notes, which were redeemed in January 2021 at a redemption price equal to 100% of the principal amount redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, plus the applicable make-whole premium of $26 million.

Debt Transactions. In June 2020, Houston Electric issued $300 million aggregate principal amount of 2.90% general mortgage bonds, maturingnet of transaction expenses and fees, were approximately $890 million. Approximately $593 million of such proceeds were used for general limited liability company purposes, including capital expenditures, working capital and the repayment of all or a portion of Houston Electric’s borrowings under the CenterPoint Energy money pool, and approximately $296 million of such proceeds will be disbursed or allocated to finance or refinance, in 2050. part or in full, new or existing projects that meet stated criteria.
(2)Total proceeds from Houston Electric’s September 2023 issuances of general mortgage bonds, net of issuancetransaction expenses and fees, of approximately $296$496 million were used for general limited liability company purposes, including capital expenditures, working capital and the repayment of a portionall of Houston Electric’s borrowings under the CenterPoint Energy money pool.
(3)Total proceeds, net of transaction expenses and fees, of approximately $500 million were used for general corporate purposes, including the repayment of CERC’s outstanding commercial paper balances.
(4)As defined in the term loan agreement, which includes an adjustment of 0.10% per annum.
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(5)Total proceeds from CERC’s February 2023 issuances of senior notes, net of transaction expenses and fees, of approximately $1.2 billion were used for general corporate purposes, including the repayment of (i) all or a portion of CERC’s outstanding 0.700% senior notes due 2023, (ii) all or a portion of CERC’s outstanding floating rate senior notes due 2023 and (iii) a portion of CERC’s outstanding commercial paper balances.
(6)Total proceeds, including issuance premiums and approximately $3 million of accrued interest, and net of transaction expenses and fees, of approximately $308 million were used for general corporate purposes, including repayment of a portion of CERC’s outstanding $500 million term loan due February 2024.
(7)Issued by SIGECO. Total proceeds from SIGECO’s March 2023 issuances of first mortgage bonds, net of transaction expenses and fees, of approximately $179 million were used for general corporate purposes, including repaying short-term debt.
(8)Total proceeds, net of transaction expenses and fees, of approximately $250 million were used for general corporate purposes, including the repayment of CenterPoint Energy’s outstanding commercial paper balances. The full outstanding amount of the term loan, including accrued and unpaid interest, was repaid in March 2023 and, following the repayment, the term loan agreement was terminated.
(9)Issued by SIGECO Securitization Subsidiary. Total proceeds from SIGECO Securitization Subsidiary’s June 2023 issuance of SIGECO Securitization Bonds, net of transaction expenses and fees, of approximately $337 million were used to pay SIGECO the purchase price of the securitization property. SIGECO used the net proceeds from the sale of the securitization property (after payment of upfront financing costs) to reimburse or pay for qualified costs approved by the IURC related to the completed retirement of its A.B. Brown 1 and 2 coal-powered generation units. See Notes 2 and 7 for further details.
(10)Total proceeds, net of discounts, transaction fees and expenses, of $985 million were used for general corporate purposes, including the redemption of CenterPoint Energy’s Series A Preferred Stock after its September 1, 2023 redemption date, and the repayment of a portion of CenterPoint Energy’s outstanding commercial paper. See additional information below.
(11)Total proceeds, net of discounts, transaction fees and expenses, of $397 million were used for general corporate purposes and the repayment of a portion of CenterPoint Energy’s outstanding commercial paper.
(12)SIGECO issued in three tranches: (i) $180 million first mortgage bonds bearing interest at 5.75% due 2029; (ii) $105 million first mortgage bonds bearing interest at 5.91% due 2030; and (iii) $185 million first mortgage bonds bearing interest at 6.00% due 2034. The net proceeds of $467 million were used for general corporate purposes.

In April 2023, SIGECO executed a remarketing agreement to remarket five series of tax-exempt debt issued by the Indiana Finance Authority, and secured by SIGECO first mortgage bonds, of approximately $148 million, comprised of: (i) $107 million aggregate principal amount of Environmental Improvement Refunding Revenue Bonds, Series 2013, originally issued by the Indiana Finance Authority on April 26, 2013, and (ii) $41 million aggregate principal amount of Environmental Improvement Refunding Revenue Bonds, Series 2014, originally issued by the Indiana Finance Authority on September 2020,24, 2014, which closed on May 1, 2023.

In July 2023, SIGECO completed theexecuted a remarketing ofagreement to remarket two series of tax-exempt debt issued by the City of Mount Vernon, Indiana and Warrick County, Indiana, and secured by SIGECO first mortgage bonds, of approximately $38 million, comprised of: (i) $23 million aggregate principal amount of Environmental Improvement Revenue Bonds, Series 2015 issued by the City of Mount Vernon Indiana, and (ii) $15 million aggregate principal amount of Environmental Improvement Revenue Bonds, Series 2015 issued by Warrick County, Indiana, that, in each case, were originally issuedwhich closed on September 9, 2015. Both1, 2023. Effective September 1, 2023, the bonds of each series bear interest at a fixed rate of revenue4.250% per annum to the earlier of (i) its redemption date or (ii) September 1, 2028, at which time the bonds originally hadare subject to mandatory tender.

Convertible Senior Notes. Interest on the Convertible Notes described in the table above is payable semiannually in arrears on February 15 and August 15 of each year, beginning on February 15, 2024. The Convertible Notes will mature on August 15, 2026, unless earlier converted or repurchased by CenterPoint Energy in accordance with their terms.

Prior to the close of business on the business day immediately preceding May 15, 2026, the Convertible Notes are convertible only under certain conditions. On or after May 15, 2026 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their Convertible Notes at any time at the conversion rate then in effect, irrespective of the conditions. CenterPoint Energy may not redeem the Convertible Notes prior to the maturity date and no sinking fund is provided for the Convertible Notes.

Upon conversion of the Convertible Notes, CenterPoint Energy will pay cash up to the aggregate principal amount of the Convertible Notes to be converted and pay or deliver, as the case may be, cash, shares of Common Stock, or a combination of cash and shares of Common Stock, at CenterPoint Energy’s election, in respect of the remainder, if any, of CenterPoint
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Energy’s conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted. The conversion rate for the Convertible Notes is initially 27.1278 shares of Common Stock per $1,000 principal amount of Convertible Notes (equivalent to an initial term interestconversion price of approximately $36.86 per share of Common Stock). The initial conversion price of the Convertible Notes represents a premium of approximately 25.0% over the last reported sale price of the Common Stock on the New York Stock Exchange on August 1, 2023. Initially, a maximum of 33,909,700 shares of Common Stock may be issued upon conversion of the Convertible Notes based on the initial maximum conversion rate of 2.375%. After the remarketing, each series33.9097 shares of revenue bonds have a new term interestCommon Stock per $1,000 principal amount of Convertible Notes. The conversion rate of 0.875% that is fixed through August 31, 2023. Each series of revenue bonds have a final maturity date of September 1, 2055,will be subject to prior redemption.adjustment in some events (as described in the Convertible Notes Indenture) but will not be adjusted for any accrued and unpaid interest.

In October 2020, CERC Corp. issued $500addition, following certain corporate events that occur prior to the maturity date of the Convertible Notes, CenterPoint Energy will, in certain circumstances, increase the conversion rate for a holder who elects to convert its Convertible Notes in connection with such a corporate event. If CenterPoint Energy undergoes a fundamental change (as defined in the Convertible Notes Indenture), holders of the Convertible Notes may require CenterPoint Energy to repurchase for cash all or any portion of their Convertible Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

The Convertible Notes are senior unsecured obligations of CenterPoint Energy and rank senior in right of payment to any of CenterPoint Energy’s indebtedness that is expressly subordinated in right of payment to the Convertible Notes; equal in right of payment to any of CenterPoint Energy’s unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of CenterPoint Energy’s secured indebtedness it may incur in the future to the extent of the value of the assets securing such future secured indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables but excluding intercompany obligations and liabilities of a type not required to be reflected on a balance sheet of such subsidiaries in accordance with generally accepted accounting principles) of CenterPoint Energy’s subsidiaries.

Debt Repayments and Redemptions. During 2023, the following debt instruments were repaid at maturity or redeemed prior to maturity:

RegistrantRepayment/Redemption DateDebt InstrumentAggregate PrincipalInterest RateMaturity Date
(in millions)
CERC
March 2023
Term Loan (1)
$500 
SOFR (2) + 0.70%
2023
CERC
March 2023Senior Notes700 0.70%2023
CERC
March 2023Floating Rate Senior Notes575 Three-month LIBOR plus 0.5%2023
CERCMay 2023
Term Loan (3)
500 
SOFR (2) + 0.85%
2024
CERCDecember 2023Senior Notes57 3.72%2023
Total CERC2,332 
CenterPoint Energy (4)
January 2023First Mortgage Bonds11 4.00%2044
CenterPoint EnergyMarch 2023
Term Loan (1)
250 
SOFR (2) + 1.50%
2023
CenterPoint Energy (5)
December 2023Floating Rate Senior Notes350 SOFR plus 0.65%2024
CenterPoint Energy (6)
December 2023First Mortgage Bonds80 6.72%2029
Total CenterPoint Energy$3,023 

(1) The full outstanding amount of the term loan, including accrued and unpaid interest, was repaid in March 2023 and, following the repayment, the term loan agreement was terminated.
(2)    As defined in the term loan agreement, which includes an adjustment of 0.10% per annum.
(3) The full outstanding amount of the term loan, including accrued and unpaid interest, was repaid in May 2023 and, following the repayment, the term loan agreement was terminated.
(4)    On December 16, 2022, SIGECO provided notice of redemption and on January 17, 2023, SIGECO redeemed $11 million aggregate principal amount of 1.75%SIGECO’s outstanding first mortgage bonds due 2044 at a redemption price equal to 100% of the principal amount of the first mortgage bonds to be redeemed plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date.
(5) On November 30, 2023, CenterPoint Energy provided notice of redemption and on December 15, 2023, CenterPoint Energy redeemed $350 million aggregate principal amount of outstanding floating rate senior notes due 2030. Total proceeds, net of issuance expenses and fees, of approximately $495 million were used for general corporate purposes, including the payment of2024 at a portionredemption price equal to 100% of the redemptionprincipal amount of CERC Corp.’s 4.50%the floating rate senior notes due 2021to be redeemed in full on October 15, 2020.plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date.
166149


(6) On November 17, 2023, SIGECO provided notice of redemption and on December 19, 2023, SIGECO redeemed $80 million aggregate principal amount of outstanding first mortgage bonds due 2029 at a redemption price equal to the sum of remaining principal and interest payments discounted at the treasury yield plus 10 basis points, plus interest accrued to the redemption date and an applicable make-whole premium.

The Registrants recorded the following losses on early extinguishment of debt, including make-whole premiums and recognition of deferred debt related costs, in Interest expense and other finance charges on their respective Statements of Consolidated Income unless specified otherwise:

Year Ended December 31,
202320222021
(in millions)
CenterPoint Energy (1)
$11 $47 $53 
CERC
— — 11
Houston Electric (2)
— 2— 

(1) The loss on early extinguishment of debt at CenterPoint Energy during 2023 was recorded as a regulatory asset.
(2) The loss on early extinguishment of debt at Houston Electric during 2022 was recorded as a regulatory asset.

Securitization Bonds. As of December 31, 2020,2023, CenterPoint Energy, and Houston Electric and SIGECO had special purpose subsidiaries consisting ofincluding the Bond Companies and the SIGECO Securitization Subsidiary, which they consolidate.are consolidated. The consolidated special purpose subsidiaries are wholly-owned, bankruptcy remote entities that were formed solely for the purpose of purchasing and owningsecuritizing transition property or system restoration propertyfacilitating the securitization financing of qualified costs in the second quarter of 2023 associated with the completed retirement of SIGECO’s A.B. Brown coal generation facilities through the issuance of transition bonds or system restorationsecuritization bonds and activities incidental thereto. TheseThe Securitization Bonds issued by Bond Company IV are payable only through the imposition and collection of “transition” or “system restoration”transition charges, as defined in the Texas Public Utility Regulatory Act, which are irrevocable, non-bypassable charges to provide recovery of authorized qualified costs. The SIGECO Securitization Bonds are payable only through the imposition of securitization charges payable by SIGECO’s retail electric customers, which are non-bypassable charges to provide recovery of the qualified costs of SIGECO authorized by the IURC order. CenterPoint Energy, and Houston Electric and SIGECO have no payment obligations in respect of the Securitization Bonds issued by Bond Company IV or the SIGECO Securitization Bonds other than to remit the applicable transition or system restorationsecuritization charges they collect as set forth in servicing agreements among Houston Electric, the Bond Companies, SIGECO, the SIGECO Securitization Subsidiary and other parties. Each special purpose entity is the sole owner of the right to impose, collect and receive the applicable transition or system restorationand securitization charges securing the bonds issued by that entity. Creditors of CenterPoint Energy, or Houston Electric and SIGECO have no recourse to any assets or revenues of the Bond Companies (including the transition and system restoration charges), or the SIGECO Securitization Subsidiary, as applicable, and the holders of Securitization Bondsbondholders have no recourse to the assets or revenuesto the general credit of CenterPoint Energy, Houston Electric or Houston Electric.SIGECO.

Credit Facilities. The Registrants had the following revolving credit facilities as of December 31, 2020:2023:
Execution
Date
RegistrantSize of
Facility
Draw Rate of LIBOR plus (1)
Financial Covenant Limit on Debt for Borrowed Money to Capital Ratio 
Debt for Borrowed Money to Capital
Ratio as of
December 31, 2020 (2)
Termination
Date
(in millions)
March 3, 2016CenterPoint Energy$3,300 1.500%65%(3)53.9%March 3, 2022
July 14, 2017
CenterPoint Energy (4)
400 1.125%65%49.7%July 14, 2022
March 3, 2016Houston Electric300 1.250%65%(3)53.1%March 3, 2022
March 3, 2016
CERC
900 1.125%65%48.9%March 3, 2022
Total$4,900 
Execution
 Date
RegistrantSize of
Facility
Draw Rate of SOFR plus (1)
Financial Covenant Limit on Debt for Borrowed Money to Capital Ratio 
Debt for Borrowed Money to Capital
Ratio as of December 31, 2023 (2)
Termination
 Date
(in millions)
December 6, 2022CenterPoint Energy$2,400 1.500%65%(3)59.6%December 6, 2027
December 6, 2022
CenterPoint Energy (4)
250 1.125%65%46.5%December 6, 2027
December 6, 2022Houston Electric300 1.250%67.5%(3)52.6%December 6, 2027
December 6, 2022
CERC
1,050 1.125%65%40.2%December 6, 2027
Total$4,000 

(1)Based on credit ratings as of December 31, 2020.

2023.
(2)As defined in the revolving credit facility agreement, excluding Securitization Bonds.

(3)For CenterPoint Energy and Houston Electric, the financial covenant limit will temporarily increase from 65% to 70% if Houston Electric experiences damage from a natural disaster in its service territory and CenterPoint Energy certifies to the
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administrative agent that Houston Electric has incurred system restoration costs reasonably likely to exceed $100 million in a consecutive 12-month period, all or part of which Houston Electric intends to seek to recover through securitization financing. Such temporary increase in the financial covenant would be in effect from the date CenterPoint Energy delivers its certification until the earliest to occur of (i) the completion of the securitization financing, (ii) the first anniversary of CenterPoint Energy’s certification or (iii) the revocation of such certification.

(4)This credit facility was issued by VUHI, is guaranteed by SIGECO, Indiana Gas and VEDO and included a $10 million swing line sublimit and a $20 million letter of credit sublimit. This credit facility backstops VUHI’s commercial paper program.SIGECO.

On September 30, 2020, VCC terminated its $200 million credit agreement dated as of July 14, 2017 after determining that it was no longer necessary for financing purposes. VCC did not incur any penalties in connection with the early termination.

The Registrants, as well as the subsidiaries of CenterPoint Energy discussed above, were in compliance with all financial debt covenants as of December 31, 2020.2023.

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As of December 31, 20202023 and 2019,2022, the Registrants had the following revolving credit facilities and utilization of such facilities:
December 31, 2020December 31, 2019
December 31, 2023December 31, 2023December 31, 2022
RegistrantRegistrantLoansLetters
of Credit
Commercial
Paper
Weighted Average Interest RateLoansLetters
of Credit
Commercial
Paper
Weighted Average Interest RateRegistrantSize of
Facility
LoansLetters
of Credit
Commercial
Paper
Weighted Average Interest RateSize of
Facility
LoansLetters
of Credit
Commercial
Paper
Weighted Average Interest Rate
(in millions, except weighted average interest rate)
(in millions, except weighted average interest rate)
CenterPoint Energy (1)
CenterPoint Energy (1)
CenterPoint Energy (1)
$2,400 $— $— $1,036 5.54 %$2,400 $— $11 $1,770 4.71 %
CenterPoint Energy (1)(2)
CenterPoint Energy (1)(2)
$$11 $1,078 0.23 %$$$1,633 1.95 %
CenterPoint Energy (1)(2)
250 — — — — — — — — %250 — — — — — — — — %
CenterPoint Energy (2)
92 0.22 %268 2.08 %
Houston ElectricHouston Electric%— %Houston Electric300 — — — — — — — — %300 — — — — — — — — %
CERCCERC347 0.23 %377 1.94 %CERC1,050 — — 484 484 5.53 5.53 %1,050 — — — — 805 805 4.67 4.67 %
TotalTotal$$11 $1,517 $$$2,278 

(1)CenterPoint Energy’s and CERC’s outstanding commercial paper generally hashave maturities ofup to 60 days or less.

and 30 days, respectively, and are backstopped by the respective issuer’s long-term revolving credit facility.
(2)This credit facility was issued by VUHI and is guaranteed by SIGECO, Indiana Gas and VEDO.SIGECO.

On February 4, 2021, each of CenterPoint Energy, Houston Electric, CERC Corp. and VUHI replaced their existing revolving credit facilities with new amended and restated credit facilities. The size of the CenterPoint Energy facility decreased from $3.3 billion to $2.4 billion, while the sizes of the Houston Electric, CERC Corp. and VUHI facilities remained unchanged. The VUHI facility remains guaranteed by SIGECO, Indiana Gas and VEDO. Based on the credit ratings as of February 4, 2021, the draw rate would have been LIBOR plus 1.625% under the CenterPoint Energy facility, LIBOR plus 1.375% under the Houston Electric facility, LIBOR plus 1.250% under the CERC Corp. facility, and LIBOR plus 1.250% under the VUHI facility. Each credit facility contains provisions relating to the replacement of LIBOR.

The financial covenant limit on debt for borrowed money to capital ratio remained at 65.0% for each of the CenterPoint Energy, CERC Corp. and VUHI facilities and increased to 67.5% for the Houston Electric facility. As with the facilities that were replaced, the CenterPoint Energy and Houston Electric facilities’ financial covenant limit on debt for borrowed money to capital ratio can temporarily increase to 70.0% if Houston Electric experiences certain damages from a natural disaster in its service territory and CenterPoint Energy certifies to the administrative agent that Houston Electric has incurred system restoration costs reasonably likely to exceed $100 million in a consecutive 12-month period, all or part of which Houston Electric intends to seek to recover through securitization financing. Each of the amended and restated facilities have a maturity date of February 4, 2024.

Maturities. As of December 31, 2020,2023, maturities of long-term debt capital leases and sinking fund requirements,through 2028, excluding the ZENS obligation and unamortized discounts, premiums and issuance costs, arewere as follows:
CenterPoint
Energy (1)
Houston
 Electric (1)
CERCSecuritization Bonds
(in millions)
2021$1,868 $613 $$211 
20222,542 519 347 219 
2023713 356 300 156 
20241,184 162 162 
202551 
CenterPoint
Energy (1)
Houston
 Electric (1)
CERCSecuritization Bonds
(in millions)
2024$1,050 $161 $— $178 
202564 — 10 13 
20262,274 300 60 14 
20271,860 300 510 14 
20282,063 500 1,230 15 

(1)These maturities include Securitization Bonds principal repayments on scheduled payment dates.

Liens.As of December 31, 2020,2023, Houston Electric’s assets were subject to liens securing approximately $102 million of first mortgage bonds. Sinking or improvement fund and replacement fund requirements on the first mortgage bonds may be satisfied by certification of property additions. Sinking fund and replacement fund requirements for 2020, 2019 and 2018 have been satisfied by certification of property additions. The replacement fund requirement to be satisfied in 2021 is approximately $317 million, and the sinking fund requirement to be satisfied in 2021 is approximately $1.6 million. CenterPoint Energy expects Houston Electric to meet these 2021 obligations by certification of property additions.

As of December 31, 2020, Houston Electric’s assets were also subject to liens securing approximately $4.0$7.6 billion of general mortgage bonds outstanding under the General Mortgage, including approximately $68 million held in trust to secure pollution control bonds that mature in 2028 for which CenterPoint Energy is obligated. The liengeneral mortgage bonds that are held in trust to secure pollution control bonds are not reflected in Houston Electric’s consolidated financial statements because of the general mortgage indenture is junior to thatcontingent nature of the mortgage pursuant to which the first mortgage bonds are issued.obligations. Houston Electric may issue additional general mortgage bonds on the basis of retired
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bonds, 70% of property additions or cash deposited with the trustee. Approximately $4.3As of December 31, 2023, approximately $4.8 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 December 31, 2020.additions. No first mortgage bonds are outstanding under the M&DOT, and Houston Electric hasis contractually agreed that it willobligated to not issue any additional first mortgage bonds subjectunder the M&DOT and is undertaking actions to certain exceptions.release the lien of the M&DOT and terminate the M&DOT.

As of December 31, 2020,2023, SIGECO had approximately $293$847 million aggregate principal amount of first mortgage bonds outstanding. Generally, all of SIGECO’s real and tangible property is subject to the lien of SIGECO’s mortgage indenture.indenture which was amended and restated effective as of January 1, 2023. As of December 31, 2023, SIGECO maywas permitted to issue additional bonds under its mortgage indenture up to 60%70% of then currently unfunded property additions. As of December 31, 2020,additions and approximately $1.3 billion$966 million of additional first mortgage bonds could be issued on this basis. However, SIGECO is also limited in its ability to issue additional bonds under its mortgage indenture due to certain provisions in its parent’s, VUHI, debt agreements.

151

Other.
As of December 31, 2020, certain financial institutions agreed to issue, from time to time, up to $20 million of letters of credit
Houston Electric and CERC participate in a money pool through which they can borrow or invest on behalf of certain of Vectren’s subsidiaries in exchange for customary fees. These agreements to issue letters of credit expire on December 31, 2021. As of December 31, 2020, such financial institutions had issued $1 million of letters of credit on behalf of these subsidiaries. a short-term basis. For additional information, see Note 19.

(15)(14) Income Taxes

The components of the Registrant’Registrant’s income tax expense (benefit) were as follows:
Year Ended December 31,
202020192018
(in millions)
Year Ended December 31,Year Ended December 31,
2023202320222021
(in millions)(in millions)
CenterPoint Energy - Continuing OperationsCenterPoint Energy - Continuing Operations
Current income tax expense (benefit):Current income tax expense (benefit):
Current income tax expense (benefit):
Current income tax expense (benefit):
Federal
Federal
Federal
State
Total current expense (benefit)
Deferred income tax expense (benefit):
Federal
Federal
Federal
State
Total deferred expense
Total income tax expense
CenterPoint Energy - Discontinued Operations
CenterPoint Energy - Discontinued Operations
CenterPoint Energy - Discontinued Operations
Current income tax expense:
Current income tax expense:
Current income tax expense:
Federal
Federal
FederalFederal$(1)$30 $77 
StateState32 15 
Total current expenseTotal current expense31 45 83 
Deferred income tax expense (benefit):Deferred income tax expense (benefit):
FederalFederal(257)55 (6)
Federal
Federal
StateState(48)(8)78 
Total deferred expense (benefit)Total deferred expense (benefit)(305)47 72 
Total income tax expense (benefit)Total income tax expense (benefit)$(274)$92 $155 
CenterPoint Energy - Discontinued Operations
Current income tax expense:
Houston Electric
Houston Electric
Houston Electric
Current income tax expense (benefit):
Current income tax expense (benefit):
Current income tax expense (benefit):
Federal
Federal
FederalFederal$117 $18 $12 
StateState28 
Total current expenseTotal current expense145 24 15 
Deferred income tax expense (benefit):Deferred income tax expense (benefit):
FederalFederal(102)19 (19)
Federal
Federal
State
Total deferred expense (benefit)
Total income tax expense
CERC - Continuing Operations
CERC - Continuing Operations
CERC - Continuing Operations
Current income tax expense (benefit):
Current income tax expense (benefit):
Current income tax expense (benefit):
Federal
Federal
Federal
State
Total current expense (benefit)
Deferred income tax expense (benefit):
Federal
Federal
Federal
StateState(22)(5)
Total deferred expense (benefit)Total deferred expense (benefit)(124)22 (24)
Total income tax expense (benefit)Total income tax expense (benefit)$21 $46 $(9)
Houston Electric
Current income tax expense:
Federal$76 $84 $109 
State19 20 18 
Total current expense95 104 127 
Deferred income tax benefit:
Federal(42)(24)(38)
Total deferred benefit(42)(24)(38)
Total income tax expense$53 $80 $89 
169152


Year Ended December 31,
202020192018
(in millions)
CERC - Continuing Operations
Current income tax expense (benefit):
State$$$(3)
Total current expense (benefit)(3)
Deferred income tax expense (benefit):
Federal26 26 
State67 (34)25 
Total deferred expense (benefit)93 (8)34 
Total income tax expense (benefit)$97 $(3)$31 
CERC - Discontinued Operations
Current income tax expense:
State
Total current expense
Deferred income tax expense (benefit):
Federal13 30 
State(2)
Total deferred expense (benefit)(2)15 30 
Total income tax expense (benefit)$(2)$17 $37 

A reconciliation of income tax expense (benefit) using the federal statutory income tax rate to the actual income tax expense and resulting effective income tax rate is as follows:
Year Ended December 31,Year Ended December 31,
2023202320222021
(in millions)(in millions)
CenterPoint Energy - Continuing Operations (1) (2) (3)
Income before income taxes
Income before income taxes
Income before income taxes
Federal statutory income tax rateFederal statutory income tax rate21 %21 %21 %
Expected federal income tax expense
Increase (decrease) in tax expense resulting from:
State income tax expense, net of federal income tax
State income tax expense, net of federal income tax
State income tax expense, net of federal income tax
State valuation allowance, net of federal income tax
State law change, net of federal income tax
Equity AFUDC
Equity AFUDC
Equity AFUDC
Excess deferred income tax amortization
Goodwill impairment
Sale of Energy Systems Group
Sale of Energy Systems Group
Sale of Energy Systems Group
Other, net
Total
Total income tax expense
Effective tax rateEffective tax rate16 %25 %14 %
CenterPoint Energy - Discontinued Operations (4)
Income before income taxes
Income before income taxes
Income before income taxes
Federal statutory income tax rateFederal statutory income tax rate— %— %21 %
Expected federal income tax expense
Increase (decrease) in tax expense resulting from:
State income tax expense, net of federal income tax
State income tax expense, net of federal income tax
State income tax expense, net of federal income tax
State law change, net of federal income tax
State law change, net of federal income tax
State law change, net of federal income tax
Year Ended December 31,
202020192018
(in millions)
CenterPoint Energy - Continuing Operations (1) (2) (3)
Income (loss) before income taxes$(865)$774 $551 
Federal statutory income tax rate21 %21 %21 %
Expected federal income tax expense (benefit)(182)163 116 
Increase (decrease) in tax expense resulting from:
State income tax expense, net of federal income tax(15)30 23 
State valuation allowance, net of federal income tax(4)11 
State law change, net of federal income tax(21)32 
Excess deferred income tax amortization(76)(55)(24)
Goodwill impairment39 
Net operating loss carryback(37)
Other, net(4)(21)(3)
Total(92)(71)39 
Total income tax expense (benefit)$(274)$92 $155 
Effective tax rate32 %12 %28 %
CenterPoint Energy - Discontinued Operations (4)(5)
Income (loss) before income taxes$(161)$155 $(37)
Federal statutory income tax rate21 %21 %21 %
Expected federal income tax expense (benefit)(34)32 (8)
Increase (decrease) in tax expense resulting from:
State income tax expense, net of federal income tax(5)(1)
Goodwill impairment25 
Tax impact of sale of Energy Services and Infrastructure Services Disposal Groups30 
Other, net
Total
TotalTotal55 14 (1)
Total income tax expense (benefit)$21 $46 $(9)
Total
Total income tax expense
Effective tax rateEffective tax rate(13)%30 %24 %Effective tax rate— %— %20 %
Houston Electric (5) (6) (7)
Income before income taxes
Income before income taxes
Income before income taxes
Federal statutory income tax rateFederal statutory income tax rate21 %21 %21 %
Expected federal income tax expense
Increase (decrease) in tax expense resulting from:
State income tax expense, net of federal income tax
State income tax expense, net of federal income tax
State income tax expense, net of federal income tax
Excess deferred income tax amortization
Excess deferred income tax amortization
Excess deferred income tax amortization
Other, net
Total
Total income tax expense
Effective tax rateEffective tax rate22 %20 %17 %
170153


Year Ended December 31,
202020192018
(in millions)
Houston Electric (6) (7) (8)
Year Ended December 31,Year Ended December 31,
2023202320222021
(in millions)(in millions)
CERC - Continuing Operations (8) (9) (10)
Income before income taxes
Income before income taxes
Income before income taxesIncome before income taxes$387 $436 $425 
Federal statutory income tax rateFederal statutory income tax rate21 %21 %21 %Federal statutory income tax rate21 %21 %21 %
Expected federal income tax expenseExpected federal income tax expense81 92 89 
Increase (decrease) in tax expense resulting from:Increase (decrease) in tax expense resulting from:
State income tax expense, net of federal income taxState income tax expense, net of federal income tax15 16 14 
Excess deferred income tax amortization(42)(21)(9)
Other, net(1)(7)(5)
Total(28)(12)
Total income tax expense$53 $80 $89 
Effective tax rate14 %18 %21 %
CERC - Continuing Operations (9) (10) (11)
Income before income taxes$244 $186 $129 
Federal statutory income tax rate21 %21 %21 %
Expected federal income tax expense51 39 27 
Increase (decrease) in tax expense resulting from:
State income tax expense, net of federal income tax
State income tax expense, net of federal income taxState income tax expense, net of federal income tax55 (15)
State law change, net of federal income taxState law change, net of federal income tax(4)
State valuation allowance, net of federal income taxState valuation allowance, net of federal income tax(4)11 
Goodwill impairment
Goodwill impairment
Goodwill impairment
Excess deferred income tax amortizationExcess deferred income tax amortization(16)(18)(15)
Other, net
Other, net
Other, netOther, net(1)
TotalTotal46 (42)
Total income tax expense (benefit)Total income tax expense (benefit)$97 $(3)$31 
Effective tax rateEffective tax rate40 %(2)%24 %Effective tax rate(5)%25 %16 %
CERC - Discontinued Operations (12) (13)
Income (loss) before income taxes$(68)$40 $147 
Federal statutory income tax rate21 %21 %21 %
Expected federal income tax expense (benefit)(14)31 
Increase in tax expense resulting from:
State income tax expense, net of federal income tax(2)
Goodwill impairment10 
Other, net(2)(1)
Total12 
Total income tax expense (benefit)$(2)$17 $37 
Effective tax rate%43 %25 %

(1)Recognized a $76$69 million benefit for the impact of state apportionment changes that resulted in the remeasurement of state deferred taxes of the unitary group, a $44 million benefit for the amortization of the net regulatory EDIT liability as decreed by regulators in certain jurisdictions, a $39 million deferred tax expense for the non-deductible portion of the goodwill impairment on SIGECO, and a $37$13 million benefit for the NOL carryback claim allowed byimpact of AFUDC equity, and a $28 million expense for the CARES Act.

gain on the Energy Systems Group sale.
(2)Recognized a $55$51 million benefit for the amortization of the net regulatory EDIT liability as decreed by regulators in certain jurisdictions, an $8 million benefit for the impact of AFUDC equity, and a $84 million expense for the goodwill impairment on the Arkansas and Oklahoma Natural Gas business sale.
(3)Recognized a $75 million benefit for the amortization of the net regulatory EDIT liability as decreed by regulators in certain jurisdictions, a $21$23 million net benefit for the impact of state law changes that resulted in the remeasurement of state deferred taxes in those jurisdictions, and a $4$6 million net benefit for the reductionimpact of AFUDC equity, and a $15 million benefit for the impact of a change in the NOL carryforward period in Louisiana from 20 years to an indefinite period allowing for the release of the valuation allowancesallowance on certain state NOLs that are now expected to be realized.Louisiana NOLs.

(3)(4)Recognized a $32$27 million deferred tax expense due tobenefit for the impact of state law changes that resulted in the remeasurement of state deferred taxes in those jurisdictions. Also, recorded an additional $11 million valuation allowance on certain state net operating loss deferred tax assets that are no longer expected to be utilized prior to expiration after the Internal Spin. These items are partially offset by $24 million of amortization of the net regulatory EDIT liability as decreed by regulators in certain jurisdictions beginning in 2018.

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(4)Recognized a $25 million deferred tax expense for the non-deductible portion of the goodwill impairment on both the Energy Services and Infrastructure Services Disposal Groups. Also, recognized a $30 million net tax expense on both the sale of the Energy Services and Infrastructure Services Disposal Groups.

(5)Recognized an $8 million deferred tax expense for the non-deductible portion of the goodwill impairment on the Energy Services Disposal Group.

(6)Recognized a $42$17 million benefit for the amortization of the net regulatory EDIT liability as decreed by regulators in certain jurisdictions.

(7)(6)Recognized a $21$18 million benefit for the amortization of the net regulatory EDIT liability as decreed by regulators in certain jurisdictions.
(7)Recognized a $41 million benefit for the amortization of the net regulatory EDIT liability as decreed by regulators in certain jurisdictions.
(8)Recognized a $9$66 million benefit for the impact of state apportionment changes that resulted in the remeasurement of state deferred taxes of the unitary group, and a $23 million benefit for the amortization of the net regulatory EDIT liability as decreed by regulators in certain jurisdictions.
(9)Recognized a $28 million benefit for the amortization of the net regulatory EDIT liability as decreed by regulators in certain jurisdictions, beginning in 2018.

(9)Recognizedand a $16$30 million benefitexpense for the amortization ofgoodwill impairment on the net regulatory EDIT liability as decreed by regulatory in certain jurisdictions.

Arkansas and Oklahoma Natural Gas business sale.
(10)Recognized an $18a $9 million benefit for the amortization of the net regulatory EDIT liability as decreed by regulators in certain jurisdictions, a $4 million net benefit for the impact of state law changes that resulted in the remeasurement of state deferred taxes in those jurisdictions, and a $4$30 million net benefit for the reduction in valuation allowances on certain state NOLs that are now expected to be realized.

(11)Recorded an additional $11 million valuation allowance on certain state net operating loss deferred tax assets that are no longer expected to be utilized prior to expiration after the Internal Spin. This item was offset by $15 million of amortization of the net regulatory EDIT liability in certain jurisdictions as decreed by regulators beginning in 2018.

(12)Recognizedcertain jurisdictions, and a $10$15 million deferred tax expensebenefit for the non-deductible portionimpact of a change in the NOL carryforward period in Louisiana from 20 years to an indefinite period allowing for the release of the goodwill impairmentvaluation allowance on the Energy Services Disposal Group.

(13)Recognized an $8 million deferred tax expense for the non-deductible portion of the goodwill impairment on the Energy Services Disposal Group.certain Louisiana NOLs.

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The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities were as follows:
December 31,
20202019
(in millions)
CenterPoint Energy
Deferred tax assets:
Benefits and compensation$141 $152 
Regulatory liabilities435 447 
Loss and credit carryforwards103 111 
Asset retirement obligations152 89 
Indexed debt securities derivative47 34 
Other52 40 
Valuation allowance(26)(25)
Total deferred tax assets904 848 
Deferred tax liabilities:
Property, plant and equipment2,790 2,656 
Investment in unconsolidated affiliates624 1,010 
Regulatory assets325 344 
Investment in marketable securities and indexed debt649 586 
Other119 180 
Total deferred tax liabilities4,507 4,776 
Net deferred tax liabilities$3,603 $3,928 
Houston Electric
Deferred tax assets:
Regulatory liabilities$201 $195 
Benefits and compensation17 14 
Asset retirement obligations
Other
Total deferred tax assets236 225 
Deferred tax liabilities:
Property, plant and equipment1,159 1,129 
Regulatory assets118 126 
Total deferred tax liabilities1,277 1,255 
Net deferred tax liabilities$1,041 $1,030 
CERC
Deferred tax assets:
Benefits and compensation$28 $24 
Regulatory liabilities147 144 
Loss and credit carryforwards143 183 
Asset retirement obligations140 80 
Other26 23 
Valuation allowance(15)(15)
Total deferred tax assets469 439 
Deferred tax liabilities:
Property, plant and equipment916 821 
Regulatory assets53 45 
Other84 43 
Total deferred tax liabilities1,053 909 
Net deferred tax liabilities$584 $470 

Merger with Vectren. On Merger Date, pursuant to the Merger Agreement, CenterPoint Energy consummated the Merger and acquired Vectren for approximately $6 billion in cash. On the Merger Date, Vectren became a wholly-owned subsidiary of CenterPoint Energy which triggered an ownership change under Section 382 of the Code. Under this Code section, future utilization of acquired NOL carry forwards and other tax attributes can be limited. On the Merger Date, Vectren estimated
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$177 million and $60 million of federal NOL and of charitable contribution carryforwards, respectively, the utilization of which is not expected to be limited under Section 382.
December 31,
20232022
(in millions)
CenterPoint Energy
Deferred tax assets:
Benefits and compensation$131 $121 
Regulatory liabilities365 378 
Loss and credit carryforwards76 84 
Asset retirement obligations96 95 
Other124 49 
Valuation allowance(10)(10)
Total deferred tax assets782 717 
Deferred tax liabilities:
Property, plant and equipment3,580 3,228 
Regulatory assets401 601 
Investment in ZENS and equity securities related to ZENS788 722 
Other92 152 
Total deferred tax liabilities4,861 4,703 
Net deferred tax liabilities$4,079 $3,986 
Houston Electric
Deferred tax assets:
Benefits and compensation$10 $10 
Regulatory liabilities176 184 
Asset retirement obligations
Other18 13 
Total deferred tax assets210 213 
Deferred tax liabilities:
Property, plant and equipment1,497 1,330 
Regulatory assets119 112 
Total deferred tax liabilities1,616 1,442 
Net deferred tax liabilities$1,406 $1,229 
CERC
Deferred tax assets:
Benefits and compensation$21 $
Regulatory liabilities145 151 
Loss and credit carryforwards276 466 
Asset retirement obligations86 86 
Other65 25 
Total deferred tax assets593 737 
Deferred tax liabilities:
Property, plant and equipment1,602 1,427 
Regulatory assets171 381 
Other66 191 
Total deferred tax liabilities1,839 1,999 
Net deferred tax liabilities$1,246 $1,262 

Tax Attribute Carryforwards and Valuation Allowance.  CenterPoint Energy has no federal NOL carryforwards and no federal charitable contribution carryforwards as of December 31, 2020.2023. As of December 31, 2020,2023, CenterPoint Energy had $979 million$1 billion of state NOL carryforwards that expire between 20212024 and 20402042, and $22$2 million of state tax credits, thatnet of valuation allowance, which do not expire. CenterPoint Energy reported a valuation allowance of $26 millionagainst certain state NOL and credit carryforwards because it is more likely than not that the benefit from certain state NOL carryforwards will not be realized.

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CERC has $425$931 million of federal NOL carryforwards which have an indefinite carryforward period. CERC has $592$657 million of gross state NOL carryforwards which expire between 20212024 and 20402042, and $17$2 million of state tax credits, net of valuation allowance, which do not expire. CERC reported a valuation allowance of $15 million since it is more likely than not that the benefit from certain state NOL carryforwards will not be realized.

A reconciliation of CenterPoint Energy’s beginning and ending balance of unrecognized tax benefits, excluding interest and penalties, for 20202023 and 20192022 are as follows:
Year Ended December 31,Year Ended December 31,
202320232022
(in millions)(in millions)
Balance, beginning of year
Year Ended December 31,
20202019
Increases related to tax positions of prior years
(in millions)
Balance, beginning of year$$
Unrecognized tax benefits assumed through the Merger
Increases related to tax positions of prior years
Increases related to tax positions of prior years Increases related to tax positions of prior years
Decreases related to tax positions of prior years Decreases related to tax positions of prior years(4)(1)
Lapse of statute of limitations
Lapse of statute of limitations
Lapse of statute of limitations
Balance, end of yearBalance, end of year$$
Balance, end of year
Balance, end of year

CenterPoint Energy had noEnergy’s net unrecognized tax benefits, for 2018including penalties and acquired $9interest, were $29 million as of unrecognized tax benefitsDecember 31, 2023 and are included in connection withother non-current liabilities in the Merger during 2019.Consolidated Financial Statements. Included in the balance of uncertain tax positions as of December 31, 20202023 are $3$25 million of tax benefits that, if recognized, would affect the effective tax rate. The above table does not include $2 million of accrued penalties and interest as of December 31, 2020. The Registrants recognize interest accrued related to unrecognized tax benefits and penalties as income tax expense. The above table does not include $4 million of accrued penalties and interest as of December 31, 2023. The Registrants believe that it is reasonably possible that there will be a decrease of up to $6$3 million including interest and penalties,decrease in unrecognized tax benefits, may occur byincluding penalties and interest, in the end of 2021next 12 months as a result of a lapse of statutes on older exposures, a tax settlement, and/or the acceptancea resolution of an application for an accounting method change. CenterPoint Energy’s net unrecognized tax benefits, including penalties and interest, were $9 million as of December 31, 2020 and are included in other non-current liabilities in the Consolidated Financial Statements.open audits.

Tax Audits and Settlements. Tax years through 2018 and tax year 2021 have been audited and settled with the IRS for CenterPoint Energy. Tax years 2019-2020 remain open. For the 2019 and 20202019-2023 tax years, the Registrants are participants in the IRS’s Compliance Assurance Process. Legacy Vectren is not currently under auditVectren’s pre-Merger 2014-2019 tax years have been audited and settled with the IRS, and the 2017-2019 tax years are still open.IRS.

(16)(15) Commitments and Contingencies

(a) Purchase Obligations (CenterPoint Energy and CERC)

Commitments include minimum purchase obligations related to CenterPoint Energy’s and CERC’s Natural Gas reportable segment and CenterPoint Energy’s Electric reportable segment. A purchase obligation is defined as an agreement to purchase goods or services that is enforceable and legally binding on the registrant and that specifies all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Contracts with minimum payment provisions have various quantity requirements and durations and are not classified as non-trading derivative assets and liabilities in CenterPoint Energy’s and CERC’s Consolidated Balance Sheets as of December 31, 20202023 and 2019.2022. These contracts meet an exception as “normal purchases contracts” or do not meet the definition of a derivative. Natural gas and coal supply commitments also include transportation contracts that do not meet the definition of a derivative.

On February 1, 2023, Indiana Electric entered into an amended and restated BTA to purchase the 191 MW Posey Solar project for a fixed purchase price over the anticipated 35-year life. On February 7, 2023, Indiana Electric filed a CPCN with the IURC to approve the amended BTA. With the passage of the IRA, Indiana Electric can now pursue PTCs for solar projects. Indiana Electric filed the updated CPCN with a request that project costs, net of PTCs, be recovered in rate base, through base rates or the CECA mechanism, depending on which provides more timely recovery. On September 6, 2023, the IURC issued an order approving the CPCN. The Posey Solar project is expected to be placed in service in 2025.

On January 11, 2023, the IURC issued an order approving the settlement agreement granting Indiana Electric a CPCN to purchase and acquire the 130 MW Pike County solar project through a BTA and approved the estimated cost. The IURC also designated the project as a clean energy project as well as approved the proposed levelized rate and associated ratemaking and accounting treatment. Due to inflationary pressures, the developer disclosed that costs have exceeded the agreed upon levels in the BTA. Once pricing is updated and parties determine whether to continue with the project, Indiana Electric may have to refile for approval of the project with the IURC, which could delay the in-service date from 2025 to 2026. If Indiana Electric is not able to reach a mutually acceptable solution with the developers of the Pike County Solar project, Indiana Electric may seek to terminate the project.
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As of December 31, 2023, other than discussed below, undiscounted minimum purchase obligations are approximately:
CenterPoint EnergyCERC
Natural Gas Supply
Electric Supply (1)
Other (2)
Natural Gas Supply
(in millions)
2024$684 $145 $164 $679 
2025589 478 45 585 
2026502 342 46 498 
2027425 105 422 
2028380 68 — 377 
2029 and beyond1,707 737 328 1,684 
(1)CenterPoint Energy,Energy’s undiscounted minimum payment obligations related to PPAs with commitments ranging from 15 years to 25 years and its purchase commitment under its BTA in Posey County, Indiana at the original contracted amount, prior to any renegotiation, and its BTA in Pike County, Indiana, are included above.
(2)The undiscounted payment obligations relate primarily to technology hardware and software agreements.
Excluded from the table above are estimates for cash outlays from other PPAs through Indiana Electric has purchased power agreements that do not have minimum thresholds but do require payment when energy is generated by the provider. Costs arising from certain of these commitments are pass-through costs, generally collected dollar-for-dollar from retail customers through regulator-approved cost recovery mechanisms.

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As of December 31, 2020, minimum purchase obligations are approximately:
Natural Gas and Coal Supply
Other (1)
CenterPoint EnergyCERCCenterPoint Energy
(in millions)
2021$708 $491 $17 
2022542 328 12 
2023465 275 10 
2024387 254 190 
2025370 227 
2026 and beyond1,930 1,547 
(1)Primarily relates to technology hardware and software

(b) AMAs (CenterPoint Energy and CERC)

CenterPoint Energy’s and CERC’s Natural Gas havebusinesses continue to utilize AMAs associated with their utility distribution service in Arkansas, Louisiana and Oklahoma with the Energy Services Disposal Group and in Arkansas, Indiana, Louisiana, Minnesota, Mississippi and Texas with other third parties.Texas. The AMAs have varying terms, the longest of which expires in 2025.2029. Pursuant to the provisions of the agreements, CenterPoint Energy’s and CERC’s Natural Gas either sells natural gas to the asset manager and agrees to repurchase an equivalent amount of natural gas throughout the year at the same cost, or simply purchases its full natural gas requirements at each delivery point from the asset manager. Generally, AMAs are contracts between CenterPoint Energy’s and CERC’s Natural Gas and an asset manager that are intended to transfer the working capital obligation and maximize the utilization of the assets. In these agreements, CenterPoint Energy’s and CERC’s Natural Gas agrees to release transportation and storage capacity to other parties to manage natural gas storage, supply and delivery arrangements for CenterPoint Energy’s and CERC’s Natural Gas and to use the released capacity for other purposes when it is not needed for CenterPoint Energy’s and CERC’s Natural Gas. CenterPoint Energy’s and CERC’s Natural Gas may receive compensation from the asset manager through payments made over the life of the AMAs. CenterPoint Energy’s and CERC’s Natural Gas has an obligation to purchase their winter storage requirements that have been released to the asset manager under these AMAs. For further information regarding theamounts outstanding under these AMAs, with the Energy Services Disposal Group, see Note 4.13.

(c) Guarantees and Product Warranties (CenterPoint Energy)

On May 21, 2023, CenterPoint Energy, through Vectren Energy Services, entered into the Equity Purchase Agreement to sell Energy Systems Group. The sale closed on June 30, 2023. See Note 4 for further information.

In the normal course of business ESG enters into contracts requiring itprior to timely install infrastructure, operate facilities, pay vendors and subcontractors and support warranty obligations and, at times, issue payment and performance bonds and other forms of assurance in connection with these contracts.

Specific to ESG’s role as a general contractor in the performance contracting industry, as of December 31, 2020, there were 61 open surety bonds supporting future performance with an aggregate face amount of approximately $610 million. ESG’s exposure is less than the face amountconsummation of the surety bonds and is limited to the level of uncompleted work under the contracts. As of December 31, 2020, approximately 33% of the work was yet to be completedtransaction on projects with open surety bonds. Further, various subcontractors issue surety bonds to ESG. In addition to these performance obligations, ESG also warrants the functionality of certain installed infrastructure generally for one year and the associated energy savings over a specified number of years. As of December 31, 2020, there were 31 warranties totaling $558 million and an additional $1.2 billion in energy savings commitments not guaranteed by Vectren Corp. Since ESG’s inception in 1994,June 30, 2023, CenterPoint Energy, believes ESG has had a history of generally meeting its performance obligations and energy savings guarantees and its installed products operating effectively. CenterPoint Energy assessed the fair value of its obligation for such guarantees as of December 31, 2020 and no amounts were recorded on CenterPoint Energy’s Consolidated Balance Sheets.

CenterPoint Energy issuesprimarily through Vectren, issued parent company level guarantees to certain vendors, customers and other commercial counterparties of ESG. Thesesupporting Energy Systems Group’s obligations. When Energy Systems Group was wholly owned by CenterPoint Energy, these guarantees dodid not represent incremental consolidated obligations, but rather, representthese guarantees represented guarantees of subsidiaryEnergy Systems Group’s obligations to allow those subsidiariesit to conduct business without posting other forms of assurance. As of December 31, 2020, CenterPoint Energy, primarily through Vectren, has issued parent company level guarantees supporting ESG’s obligations. For those obligations where potential exposure can be estimated, management estimates the maximum exposure under these guarantees to be approximately $518$503 million as of December 31, 2020.2023 and expects the exposure to decrease pro rata. This exposure primarily relates to energy savings guarantees on federal energy savings performance contracts. Other parent company level guarantees, certain of which do not contain a cap on potential liability, have beenwere issued prior to the sale of Energy Systems Group in support of federal operations and maintenance projects for
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which a maximum exposure cannot be estimated based on the nature of the projects.

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Under the terms of the Equity Purchase Agreement, ESG Holdings Group must generally use reasonable best efforts to replace existing CenterPoint Energy guarantees with credit support provided by a party other than CenterPoint Energy as of and after the closing of the transaction. The Equity Purchase Agreement also requires certain protections to be provided for any damages incurred by CenterPoint Energy in relation to these guarantees not released by closing. No additional guarantees were provided by CenterPoint Energy in favor of Energy Systems Group subsequent to the closing of the sale on June 30, 2023.

While there can be no assurance that performance under any of these parent company guarantees will not be required in the future, CenterPoint Energy considers the likelihood of a material amount being incurred as remote.

(d) Guarantees and Product Warranties (CenterPoint Energy and CERC)

On February 24, 2020, CenterPoint Energy through its subsidiary CERC Corp., entered into the Equity Purchase Agreement to sell the believes that, from Energy Services Disposal Group. The transaction closed on June 1, 2020. In the normal course of business prior to June 1, 2020, the Energy Services DisposalSystems Group through CES, traded natural gas under supply contracts and entered into natural gas related transactions under transportation, storage and other contracts. In connection with the Energy Services Disposal Group’s business activities prior’s inception in 1994 to the closing of the sale of the Energy Services DisposalSystems Group on June 1, 2020, CERC Corp. issued guarantees to CES’s counterparties to guarantee the payment of CES’s obligations. When CES remained wholly owned by CERC Corp., these guarantees did not represent incremental consolidated obligations, but rather, these guarantees represented guarantees of CES’s obligations to allow it to conduct business without posting other forms of assurance. See Note 4 for further information.
30, 2023,
Energy Systems Group
A CERC Corp. guarantee primarily had a one- or two-year term, although CERC Corp. wouldhistory of generally not be released frommeeting its performance obligations incurred by CES prior to the termination of such guarantee unless the beneficiary of the guarantee affirmatively released CERC Corp. fromand energy savings guarantees and its obligations under the guarantee. Throughout CERC Corp.’s ownership of CES and subsequent to the sale of the Energy Services Disposal Group through December 31, 2020, CERC Corp. did not pay any amounts under guarantees of CES’s obligations.

Under the terms of the Equity Purchase Agreement, Symmetry Energy Solutions Acquisition must generally use reasonable best efforts to replace existing CERC Corp. guarantees with credit support provided by a party other than CERC Corp. as of and after the closing of the transaction. Additionally, to the extent that CERC Corp. retains any exposure relating to certain guarantees of CES’s obligations 90 days after closing of the transaction, Symmetry Energy Solutions Acquisition will pay a 3% annualized fee on such exposure, increasing by 1% on an annualized basis every three months. As of December 31, 2020, CES had provided replacement credit support to counterparties to whom CERC Corp. had issued guarantees prior to June 1, 2020, representing all $61 million of the remaining exposure under the previously issued guarantees. CERC believes that counterparties to whom replacement credit support has been provided would seek payment if needed under such replacement credit support instead of a CERC Corp. guarantee. No additional guarantees were provided by CERC Corp. to CES subsequent to the closing of the transaction on June 1, 2020.

While there can be no assurance that payment under any of these guarantees will not be required in the future,installed products operated effectively. CenterPoint Energy and CERC consider the likelihood of a material amount being incurred as remote.

CenterPoint Energy and CERC recorded no amounts on their respectiveits Consolidated Balance Sheets as of December 31, 20202023 and December 31, 20192022 related to its obligation under the performance of theseoutstanding guarantees.

(e)(d) Legal, Environmental and Other Matters

Legal Matters

Minnehaha Academy (CenterPoint Energy and CERC). On August 2, 2017, a natural gas explosion occurred at the Minnehaha Academy in Minneapolis, Minnesota, resulting in the deaths of two school employees, serious injuries to others and significant property damage to the school. CenterPoint Energy, certain of its subsidiaries, including CERC, and the contractor company working in the school have been named in litigation arising out of this incident. CenterPoint Energy and CERC have reached confidential settlement agreements on all wrongful death and property damage claims and with some personal injury claimants. Additionally, CenterPoint Energy and CERC cooperated with the investigation conducted by the National Transportation Safety Board, which concluded its investigation in December 2019 and issued a report without making any recommendations. Further, CenterPoint Energy and CERC contested and reached a settlement regarding approximately $200,000 in fines imposed by the Minnesota Office of Pipeline Safety.  In early 2018, the Minnesota Occupational Safety and Health Administration concluded its investigation without any adverse findings against CenterPoint Energy or CERC. CenterPoint Energy’s and CERC’s general and excess liability insurance policies provide coverage for third party bodily injury and property damage claims. 

Litigation Related to the Merger (CenterPoint Energy). With respect to the Merger, in July 2018, seven separate lawsuits were filed against Vectren and the individual directors of Vectren’s Board of Directors in the U.S. District Court for the Southern District of Indiana. These lawsuits alleged violations of Sections 14(a) of the Exchange Act and SEC Rule 14a-9 on
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the grounds that the Vectren Proxy Statement filed on June 18, 2018 was materially incomplete because it omitted material information concerning the Merger. In August 2018, the seven lawsuits were consolidated, and the Court denied the plaintiffs’ request for a preliminary injunction. In October 2018, the plaintiffs filed their Consolidated Amended Class Action Complaint. In December 2018, two plaintiffs voluntarily dismissed their lawsuits. In September 2019, the court granted the defendants’ motion to dismiss and dismissed the remaining plaintiffs’ claims with prejudice, which the plaintiffs appealed in October 2019. The U.S. Court of Appeals for the Seventh Circuit heard oral arguments in September 2020, and a ruling is expected in early 2021. The defendants believe that the allegations asserted are without merit and intend to vigorously defend themselves against the claims raised. CenterPoint Energy does not expect the ultimate outcome of this matter to have a material adverse effect on its financial condition, results of operations or cash flows.

Litigation Related to the February 2021 Winter Storm Event. WithVarious legal proceedings are still pending against numerous entities with respect to the February 2021 Winter Storm Event, including against CenterPoint Energy, Utility Holding, LLC, Houston Electric, and CERC. Like other Texas energy companies and TDUs, CenterPoint Energy and Houston Electric have become involved in certain investigations, litigation and other regulatory and legal proceedings regarding their efforts to restore power during the storm and their compliance with NERC, ERCOT and PUCT rules and directives. Additionally, like other natural gas market participants, CERC has been named in litigation alleging gas market manipulation.

CenterPoint Energy, Utility Holding, LLC, and Houston Electric, along with hundreds of other defendants (including ERCOT, power generation companies, other TDUs, natural gas producers, REPs, and other entities) have received claims and lawsuits filed by plaintiffs alleging wrongful death, personal injury, property damage and other injuries and damages. As of December 31, 2023, there are approximately 220 pending lawsuits that are consolidated in Texas state court in Harris County, Texas, as part of the MDL proceeding related to the February 2021 Winter Storm Event, and CenterPoint Energy and Houston Electric, along with numerous other entities, have been named as defendants in approximately 155 of those lawsuits. One of the lawsuits in the MDL is a putative class action on behalf of everyone who received electric power via ERCOT grid and sustained a power outage between February 10, 2021 and February 28, 2021. Additionally, Utility Holding, LLC is currently named as a defendant in one lawsuit in which CenterPoint Energy and Houston Electric are also named as defendants.

The judge overseeing the MDL issued an initial case management order and stayed all proceedings and discovery. Per the case management order, the judge entertained dispositive motions in fiverepresentative or “bellwether” cases and, in late January 2023, issued rulings on them. In a recent opinion in an unrelated matter, the Texas Supreme Court held that ERCOT is entitled to sovereign immunity. This ruling will apply to claims against ERCOT in the MDL. The MDL judge also dismissed all claims against the natural gas defendants (which list of natural gas defendants incorrectly included Utility Holding, LLC) and the REP defendants and some causes of action against the other defendants. CenterPoint Energy expects that the claims against Utility Holding, LLC will ultimately be dismissed in light of the judge’s initial rulings. As to the TDU and generator defendants, the judge dismissed some causes of action but denied the motions to dismiss claims for negligence, gross negligence, and nuisance, which denial the TDU defendants and generator defendants asked the courts of appeals to overturn. A three-judge panel of the Court of Appeals for the Fourteenth District of Texas heard oral argument in the TDU mandamus proceeding on October 23, 2023. An opinion in that proceeding has not yet been issued. On December 14, 2023, a three-judge panel of the Court of Appeals for the First District of Texas issued an opinion in the generator mandamus proceeding, granting the generators’ mandamus request and ordering that plaintiffs’ remaining claims against the generators be dismissed. The plaintiffs are expected to seek rehearing before the entire First Court of Appeals of that panel’s ruling. The MDL judge is allowing defendants (including Houston Electric) to file several additional motions on preliminary legal issues, and otherwise the cases remain stayed. CenterPoint Energy, Utility Holding, LLC, and Houston Electric intends to vigorously defend themselves against the claims raised.
CenterPoint Energy and Houston Electric have also responded to inquiries from the Texas Attorney General and the Galveston County District Attorney’s Office, and various other regulatory and governmental entities have announced that they intend to conduct or are conductingalso conducted inquiries, investigations and other reviews of the February 2021 Winter Storm Event and the efforts made by various entities to prepare for, and respond to, thisthe event, including the electric generation shortfall issues.

In February 2023, twelve lawsuits were filed in state district court in Harris County and Tom Green County, Texas, against dozens of gas market participants in Texas, including natural gas producers, processors, pipelines, marketers, sellers, traders,
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Entities
gas utilities, and financial institutions. Plaintiffs named CERC as a defendant, along with “CenterPoint Energy Services, Inc.,” incorrectly identifying it as CERC’s parent company (CenterPoint Energy previously divested CES). One lawsuit filed in Harris County is a putative class action on behalf of two classes of electric and natural gas customers (those who experienced a loss of electricity and/or natural gas, and those who were charged securitization-related surcharges on a utility bill or were otherwise charged higher rates for electricity and/or gas during the February 2021 Winter Storm Event), potentially including millions of class members. Two other lawsuits (one filed in Harris County and one in Tom Green County) are brought by an entity that purports to be an assignee of claims by tens of thousands of persons and entities that have already announcedassigned claims to the plaintiff. These, and nine other similar lawsuits filed in Harris County, generally allege that they plan to conductthe defendants engaged in gas market manipulation and price gouging, including by intentionally withholding, suppressing, or are conducting such inquiries, investigationsdiverting supplies of natural gas in connection with the February 2021 Winter Storm Event, Winter Storm Elliott, and other reviews include the United States Congress, FERC, NERC, Texas RE, ERCOT, Texas government entitiessevere weather conditions, and officials suchthrough financial market manipulation. Plaintiffs allege that this manipulation impacted gas supply and prices as well as the market, supply, and price of electricity in Texas Governor’s office, the Texas Legislature, the Texas Attorney General, the PUCT, the City of Houstonand caused blackouts and other municipaldamage. Plaintiffs assert claims for tortious interference with existing contract, private nuisance, and county entitiesunjust enrichment, and allege a broad array of injuries and damages, including personal injury, property damage, and harm from certain costs being securitized and passed on to ratepayers. The lawsuits do not specify the amount of damages sought, but seek broad categories of actual, compensatory, statutory, consequential economic, and punitive damages; restitution and disgorgement; pre- and post-judgment interest; costs and attorneys’ fees; and other relief. As of December 31, 2023, most of the lawsuits have not been served, but the three cases in Houston Electric’s service territory, among others entities. Inwhich defendants were served were tagged for transfer to the existing MDL proceeding referenced above. The plaintiffs in those three cases filed motions to remand the lawsuits back to their original trial courts and out of the MDL. On August 1, 2023, the judge overseeing the MDL denied the motions to remand. On November 29, 2023, the MDL panel denied Plaintiffs’ joint motion for reconsideration of the MDL judge’s orders denying remand, and the time to appeal the MDL panel’s decision has passed. These lawsuits remain pending in the MDL, and CERC intends to vigorously defend itself against the claims raised, including by raising jurisdictional challenges to the plaintiffs’ claims. The nine other similar lawsuits filed in Harris County have also been tagged for transfer to the MDL proceeding, but the defendants, including CERC, have not been served. These gas market cases are in addition to the litigation filed thus far, like other Texas TDUs, Houston Electric may become involved in such various investigations, litigation220 cases noted above regarding electric market issues.

To date, there have not been demands, quantification, disclosure or other regulatory anddiscovery of damages by any party to any of the above legal proceedings regarding their effortsmatters that are sufficient to restore power and their compliance with NERC, ERCOT and PUCT rules and directives.enable CenterPoint Energy Houston Electric and CERC may also be subjectits subsidiaries to additionalestimate exposure. Given that, as well as the preliminary nature of the proceedings, the numerosity of parties and complexity of issues involved, and the uncertainties of litigation, and potential claims could include personal injury and property damage claims, lawsuits for impacts on businesses and other organizations and entities and shareholder claims, among other claims or litigation matters. CenterPoint Energy Houston Electric and CERCits subsidiaries are unable to predict the outcome or consequences of any suchof the foregoing matters or to estimate a range of potential losses. See Note 22CenterPoint Energy and its subsidiaries have general and excess liability insurance policies that provide coverage for furtherthird-party bodily injury and property damage claims. As CenterPoint Energy previously noted, given the nature of certain of the plaintiffs’ allegations, insurance coverage may not be available other than for third party bodily injury and property damage claims caused by an accident, and one of CenterPoint Energy’s insurers recently denied coverage for intentional injury as alleged by plaintiffs in the gas market cases. CenterPoint Energy and its subsidiaries intend to continue to pursue any and all available insurance coverage for all of these matters.

Jefferson Parish. Several parishes and the State of Louisiana filed 42 suits under Louisiana’s State and Local Coastal Resources Management Act (SCLRMA) against hundreds of oil and gas companies seeking compensatory damages for contamination and erosion of the Louisiana coastline allegedly caused by historical oil and gas operations. One of the defendants in one of the lawsuits (filed in 2013 only by the Parish of Jefferson) is Primary Fuels, Inc., a predecessor company of CenterPoint Energy, which operated in Louisiana from 1983-1989. All 42 suits were removed to Louisiana federal courts twice and were stayed for several years pending the district courts’ consideration of various motions to remand and multiple appeals of remand orders. Recently, several cases involving other parishes that had been remanded to Louisiana state court have begun to resume proceedings in state court. However, as of December 31, 2023, the federal district court had not ruled on Jefferson Parish’s motion to remand to state court the lawsuit which includes Primary Fuels among the defendants.

Because of the procedurally preliminary nature of the proceedings, lack of information onabout both the February 2021 Winter Storm Event.scope of and damages for Jefferson Parish’s claim against Primary Fuels, the numerosity of parties and complexity of issues involved, and the uncertainties of litigation, CenterPoint Energy and its subsidiaries are unable to predict the outcome or consequences of this matter or to estimate a range of potential losses. CenterPoint Energy will continue to vigorously defend itself against the claims raised and pursue any and all available insurance coverage.

Environmental Matters

MGP Sites. CenterPoint Energy, CERC and their predecessors, operated MGPs in the past. In addition, certainincluding predecessors of CenterPoint Energy’s subsidiaries acquired through the MergerVectren, operated MGPs in the past. The costs CenterPoint Energy or CERC, as applicable, expect to incur to fulfill their respective obligations are estimated by management using assumptions based on actual costs incurred, the timing of expected future payments and inflation factors, among others. While CenterPoint Energy and CERC have recorded obligations for all costs which are probable and estimable, including amounts they are presently are obligated to incur in connection with activities at these sites, it is possible that future
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events may require remedial activities which are not presently foreseen, and those costs may not be subject to PRP or insurance recovery.

(i)Minnesota MGPs (CenterPoint Energy and CERC). With respect to certain Minnesota MGP sites, CenterPoint Energy and CERC have completed state-ordered remediation and continue state-ordered monitoring and water treatment. CenterPoint Energy and CERC recorded a liability as reflected in the table below for continued monitoring and any future remediation required by regulators in Minnesota.

(ii)Indiana MGPs (CenterPoint Energy)Energy and CERC). In the Indiana Gas service territory, the existence, location and certain general characteristics of 26 gas manufacturing and storage sites have been identified for which CenterPoint Energy and CERC may have some remedial responsibility. A remedial investigation/feasibility study was completed at one of the sites under an agreed upon order between Indiana Gas and the IDEM, and a Record of Decision was issued by the IDEM in January 2000. The remaining sites have been submitted to the IDEM’s VRP. CenterPoint Energy has also identified its involvement in 5 manufactured gas plant sites in SIGECO’s service territory, all of which are currently enrolled in the IDEM’s VRP. CenterPoint Energy is currently conducting some level of remedial activities, including groundwater monitoring at certain sites.

(iii)Other MGPs (CenterPoint Energy and CERC). In addition to the Minnesota and Indiana sites, the EPA and other regulators have investigated MGP sites that were owned or operated by CenterPoint Energy or CERC or may have been owned by one of their former affiliates.

Total costs that may be incurred in connection with addressing these sites cannot be determined at this time. The estimated accrued costs are limited to CenterPoint Energy’s and CERC’s share of the remediation efforts and are therefore net of exposures of other PRPs. The estimated range of possible remediation costs for the sites for which CenterPoint Energy and
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CERC believe they may have responsibility was based on remediation continuing for the minimum time frame given in the table below.
December 31, 2020
CenterPoint EnergyCERC
(in millions, except years)
December 31, 2023December 31, 2023
CenterPoint EnergyCenterPoint EnergyCERC
(in millions, except years)(in millions, except years)
Amount accrued for remediationAmount accrued for remediation$12 $
Minimum estimated remediation costsMinimum estimated remediation costs
Maximum estimated remediation costsMaximum estimated remediation costs54 32 
Minimum years of remediationMinimum years of remediation30 Minimum years of remediation55
Maximum years of remediationMaximum years of remediation50 50 Maximum years of remediation5050

The cost estimates are based on studies of a site or industry average costs for remediation of sites of similar size. The actual remediation costs will depend on the number of sites to be remediated, the participation of other PRPs, if any, and the remediation methods used.

CenterPoint Energy and CERC do not expect the ultimate outcome of these matters to have a material adverse effect on the financial condition, results of operations or cash flows of either CenterPoint Energy or CERC.

Asbestos. Some facilities owned by the Registrants or their predecessors contain or have contained asbestos insulation and other asbestos-containing materials. The Registrants are from time to time named, along with numerous others, as defendants in lawsuits filed by a number of individuals who claim injury due to exposure to asbestos, and the Registrants anticipate that additional claims may be asserted in the future. Although their ultimate outcome cannot be predicted at this time, the Registrants do not expect these matters, either individually or in the aggregate, to have a material adverse effect on their financial condition, results of operations or cash flows.

CCR Rule (CenterPoint Energy). In April 2015, the EPA finalized its CCR Rule, which regulates ash as non-hazardous material under the RCRA. The final rule allows beneficial reuse of ash, and the majority of the ash generated by Indiana Electric’s generating plants will continue to be reused. In July 2018, the EPA released its final CCR Rule Phase I Reconsideration which extended the deadline to October 31, 2020 for ceasing placement of ash in ponds that exceed groundwater protections standards or that fail to meet location restrictions. In August 2019, the EPA proposed additional “Part A” amendments to its CCR Rule with respect to beneficial reuse of ash and other materials. Further “Part B” amendments, which related to alternate liners for CCR surface impoundments and the surface impoundment closure process, were published in March 2020. The Part A amendments were finalized in August 2020 and extended the deadline to cease placement of ash in ponds to April 11, 2021. The EPA published the final Part B amendments in November 2020.2021, discussed further
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below. The Part A amendments do not restrict Indiana Electric’s current beneficial reuse of its fly ash. CenterPoint Energy continuesOn May 18, 2023, the EPA issued a proposed revision to evaluate the Part B amendmentsCCR rule that could potentially expand the scope of units regulated under the federal CCR rule (the CCR “Legacy” rule). The CCR Legacy rule seeks to determineinclude legacy CCR surface impoundments (inactive surface impoundments at inactive generating facilities) as well as new “CCR management units” at active or inactive facilities otherwise subject to federal CCR regulations. The potential impacts.impact of the CCR Legacy rule is uncertain at this time, and if finalized could require Registrant to conduct additional CCR investigations.

Indiana Electric has three ash ponds, two at the F.B. Culley facility (Culley East and Culley West) and one at the A.B. Brown facility. Under the existing CCR Rule, Indiana Electric is required to perform integrity assessments, including ground water monitoring, at its F.B. Culley and A.B. Brown generating stations. The ground water studies arewere necessary to determine the remaining service life of the ponds and whether a pond must be retrofitted with liners or closed in place. Indiana Electric’s Warrick generating unit is not included in the scope of the CCR Rule as this unit has historically been part of a larger generating station that predominantly serves an adjacent industrial facility. Preliminary groundwaterGroundwater monitoring indicates potential groundwater impacts very closeadjacent to Indiana Electric’s ash impoundments, and further analysis is ongoing. The CCR Rule required companies to complete location restriction determinations by October 18, 2018. Indiana Electric completed its evaluation and determined that one F.B. Culley pond (Culley East) and the A.B. Brown pond fail the aquifer placement location restriction. As a result of this failure, Indiana Electric iswas required to cease disposal of new ash in the ponds and commence closure of the ponds by April 11, 2021.2021, unless approved for an extension. CenterPoint Energy has applied for the extensionsfiled timely extension requests available under the CCR Rule that would allow Indiana Electric to continue to use the ponds through October 15, 2023. The inabilityOn October 5, 2022, the EPA issued a proposed conditional approval of the Part A extension request for the A.B. Brown pond. Both the Culley East and A.B. Brown facility have been taken out of service in a timely manner per the commitments made to take these extensions may resultthe EPA in increased and potentially significant operational costs in connection with the accelerated implementation of an alternative ash disposal system or adversely impact Indiana Electric’s future operations. Failure to comply with these requirements could also result in an enforcement proceeding including the imposition of fines and penalties. extension requests filed for both ponds. On April 24, 2019, Indiana Electric received an order from the IURC approving recovery in rates of costs associated with the closure of the Culley West pond, which has already completed closure activities. On August 14, 2019, Indiana Electric filed its petition with the IURC for recovery of costs associated with the closure of the A.B. Brown ash pond, which would include costs associated with the excavation and recycling of ponded ash. This petition was subsequently approved by the IURC on May 13, 2020. On
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October 28, 2020, the IURC approved Indiana Electric’s ECA proceeding, which included the initiation of recovery of the federally mandated project costs.

On November 1, 2022, Indiana Electric continuesfiled for a CPCN to refine site specific estimatesrecover federally mandated costs associated with closure of closure costs for its ten-acrethe Culley East Pond, its third and final ash pond. Indiana Electric is also seeking accounting and ratemaking relief for the project, and on June 8, 2023, Indiana Electric filed a revised CPCN for recovery of the federally mandated ash pond costs. The project costs are estimated to be approximately $52 million, inclusive of overheads.

In July 2018, Indiana Electric filed a Complaint for Damages and Declaratory Relief against its insurers seeking reimbursement of defense, investigation and pond closure costs incurred to comply with the CCR Rule, and has since reached confidential settlement agreements with its insurers. The proceeds of these settlements will offset costs that have been and will be incurred to close the ponds.

As of December 31, 2020,2023, CenterPoint Energy has recorded an approximate $74$116 million ARO, which represents the discounted value of future cash flow estimates to close the ponds at A.B. Brown and F.B. Culley. This estimate is subject to change due to the contractual arrangements; continued assessments of the ash, closure methods, and the timing of closure; implications of Indiana Electric’s generation transition plan; changing environmental regulations; and proceeds received from the settlements in the aforementioned insurance proceeding. In addition to these removal costs,AROs, Indiana Electric also anticipates equipment purchases of between $60 million and $80 million to complete the A.B. Brown closure project.

Clean Water Act Permitting of Groundwater Discharges. In April 2020, the U.S. Supreme Court issued an opinion providing that indirect discharges via groundwater or other non-point sources are subject to permitting and liability under the Clean Water Act when they are the functional equivalent of a direct discharge. On November 27, 2023, the EPA published draft guidance regarding the application of the “functional equivalent” analysis as related to permitting of certain discharges through groundwater to surface waters. The Registrants are evaluating the extent to which this decision and the proposed EPA guidance will affect Clean Water Act permitting requirements and/or liability for their operations.

Other Environmental. From time to time, the Registrants identify the presence of environmental contaminants during operations or on property where their predecessors have conducted operations. Other such sites involving contaminants may be identified in the future. The Registrants have and expect to continue to remediate any identified sites consistent with state and federal legal obligations. From time to time, the Registrants have received notices, and may receive notices in the future, from regulatory authorities or others regarding status as a PRP in connection with sites found to require remediation due to the presence of environmental contaminants. In addition, the Registrants have been, or may be, named from time to time as defendants in litigation related to such sites. Although the ultimate outcome of such matters cannot be predicted at this time, the
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Registrants do not expect these matters, either individually or in the aggregate, to have a material adverse effect on their financial condition, results of operations or cash flows.

Other Proceedings

The Registrants are 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, the Registrants are also defendants 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. The Registrants regularly analyze current information and, as necessary, provide accruals for probable and reasonably estimable liabilities on the eventual disposition of these matters. The Registrants do not expect the disposition of these matters to have a material adverse effect on the Registrants’ financial condition, results of operations or cash flows.

(17)(16) Earnings Per Share (CenterPoint Energy)

The Series C Preferred Stock issued in May 2020 are considered participating securities since these shares participate in dividends on Common Stock on a pari passu, pro rata, as-converted basis. See Note 13 for further information on the issuance of Series C Preferred Stock. As a result, beginning June 30, 2020, earnings per share on Common Stock is computed using the two-class method required for participating securities.

The two-class method uses an earnings allocation formula that treats participating securities as having rights to earnings that otherwise would have been available only to common shareholders. Under the two-class method, income (loss) available to common shareholders from continuing operations is derived by subtracting the following from income (loss) from continuing operations:

preferred share dividend requirement;
deemed dividends for the amortization of the beneficial conversion feature recognized at issuance of the Series C Preferred Stock; and
an allocation of undistributed earnings to preferred shareholders of participating securities (Series C Preferred Stock) based on the securities’ right to receive dividends.

Undistributed earnings are calculated by subtracting dividends declared on Common Stock, the preferred share dividend requirement and deemed dividends for the amortization of the beneficial conversion feature from net income. Net losses are not allocated to the Series C Preferred Stock as it does not have a contractual obligation to share in the losses of CenterPoint Energy.

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The Series C Preferred Stock includes conversion features at a price that is below the fair value of the Common Stock on the commitment date. This beneficial conversion feature, which was approximately $32 million, represents the difference between the fair value per share of the Common Stock as of the commitment date and the conversion price, multiplied by the number of common shares issuable upon conversion. The beneficial conversion feature was recognized as a discount to Series C Preferred Stock and was amortized as a deemed dividend over the period from the issue date to the first allowable conversion date, which was November 6, 2020. See Note 13 for further information.

Basic earnings per common share is computed by dividing income available to common shareholders from continuing operations by the basic weighted average number of common shares outstanding during the period. Participating securities are excluded from basic weighted average number of common shares outstanding.outstanding in the computation of basic earnings per common share. Diluted earnings per common share is computed by dividing income available to common shareholders from continuing operations by the weighted average number of common shares outstanding, including all potentially dilutive common shares, if the effect of such common shares is dilutive.

Diluted earnings per common share reflects the dilutive effect of potential common shares from share-based awards and convertible preferred shares. The dilutive effect of the restricted stock, Series B Preferred Stock and Series C Preferred Stock is computed using the if-converted method, which assumes conversion of the restricted stock, Series B Preferred Stock and Series C Preferred Stock at the beginning of the period, giving income recognition for the add-back of the preferred share dividends, amortization of beneficial conversion feature, and undistributed earnings allocated to preferred shareholders. The dilutive effect of restricted stock is computed using the treasury stock method, as applicable, which includes the incremental shares that would be hypothetically vested in excess of the number of shares assumed to be hypothetically repurchased with the assumed proceeds.

Diluted earnings per common share will also reflect the dilutive effect of potential common shares from the conversion of the Convertible Notes. Convertible debt in which the principal amount must be settled in cash is excluded from the calculation of diluted earnings per common share. There would be no interest expense adjustment to the numerator for the cash-settled portion of the Convertible Notes because that portion will always be settled in cash. The conversion spread value in shares will be included in diluted earnings per common share using the if-converted method if the convertible debt is in the money. The denominator of diluted earnings per common share is determined by dividing the conversion spread value of the share-settled portion of the Convertible Notes as of the reporting date by the average share price over the reporting period. For the year ended December 31, 2023, the convertible debt was not in the money; therefore, no incremental shares were assumed converted or included in the diluted earnings per common share calculation. For further details on the Convertible Notes, see Note 13.

The Series C Preferred Stock issued in May 2020 were considered participating securities since these shares participated in dividends on Common Stock on a pari passu, pro rata, as-converted basis. As a result, beginning June 30, 2020, earnings per share on Common Stock was computed using the two-class method required for participating securities during the periods the Series C Preferred Stock was outstanding. As of May 7, 2021, all of the remaining outstanding shares of Series C Preferred Stock were converted into shares of Common Stock and earnings per share on Common Stock and the two-class method was no longer applicable beginning June 30, 2021.
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The following table reconciles numerators and denominators of CenterPoint Energy’s basic and diluted earnings per common share. Basic earnings per common share is determined by dividing Income available to common shareholders - basic by the Weighted average common shares outstanding - basic for the applicable period. Diluted earnings per common share is determined by the inclusion of potentially dilutive common stock equivalent shares that may occur if securities to issue Common Stock were exercised or converted into Common Stock.
 For the Year Ended December 31,
 202020192018
 (in millions, except per share and share amounts)
Numerator:
Income (loss) from continuing operations$(591)$682 $396 
Less: Preferred stock dividend requirement (Note 13)144 117 35 
Less: Amortization of beneficial conversion feature (Note 13)32 
Less: Undistributed earnings allocated to preferred shareholders (1)
Income (loss) available to common shareholders from continuing operations - basic and diluted(767)565 361 
Income (loss) available to common shareholders from discontinued operations - basic and diluted(182)109 (28)
Income (loss) available to common shareholders - basic and diluted$(949)$674 $333 
Denominator:
Weighted average common shares outstanding - basic531,031,000 502,050,000 448,829,000 
Plus: Incremental shares from assumed conversions:
Restricted stock (2)
3,107,000 3,636,000 
Series B Preferred Stock (3)
Series C Preferred Stock (4)
Weighted average common shares outstanding - diluted531,031,000 505,157,000 452,465,000 
Earnings (loss) per common share:
Basic earnings (loss) per common share - continuing operations$(1.45)$1.12 $0.80 
Basic earnings (loss) per common share - discontinued operations(0.34)0.22 (0.06)
Basic Earnings (Loss) Per Common Share$(1.79)$1.34 $0.74 
Diluted earnings (loss) per common share - continuing operations$(1.45)$1.12 $0.80 
Diluted earnings (loss) per common share - discontinued operations(0.34)0.21 (0.06)
Diluted Earnings (Loss) Per Common Share$(1.79)$1.33 $0.74 

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(1)There were no undistributed earnings to be allocated to participating securities for the year ended December 31, 2020.
 For the Year Ended December 31,
 202320222021
 (in millions, except per share and share amounts)
Numerator:
Income from continuing operations$917 $1,057 $668 
Less: Preferred stock dividend requirement (Note 12)50 49 95 
Income available to common shareholders from continuing operations - basic and diluted867 1,008 573 
Income available to common shareholders from discontinued operations - basic and diluted— — 818 
Income available to common shareholders - basic and diluted$867 $1,008 $1,391 
Denominator:
Weighted average common shares outstanding - basic630,947,000 629,415,000 592,933,000 
Plus: Incremental shares from assumed conversions:
Restricted stock2,232,000 2,931,000 5,181,000 
Series C Preferred Stock (1)
— — 11,824,000 
Weighted average common shares outstanding - diluted633,179,000 632,346,000 609,938,000 
Anti-dilutive Incremental Shares Excluded from Denominator for Diluted Earnings Computation:
Series B Preferred Stock (2)
— — 23,906,000 
Earnings per common share:
Basic earnings per common share - continuing operations$1.37 $1.60 $0.97 
Basic earnings per common share - discontinued operations— — 1.38 
Basic Earnings Per Common Share$1.37 $1.60 $2.35 
Diluted earnings per common share - continuing operations$1.37 $1.59 $0.94 
Diluted earnings per common share - discontinued operations— — 1.34 
Diluted Earnings Per Common Share$1.37 $1.59 $2.28 

(2)(1)The computationAs of diluted earnings (loss) per common share outstanding for the year ended December 31, 2020 excludes 3,690,000 incremental common shares from assumed conversions2021, all of restricted stock from the denominator because the shares would be anti-dilutive.outstanding Series C Preferred Stock has been converted into Common Stock. For further information, see Note 12.

(3)(2)The computationAs of diluted earnings (loss) per common share outstanding for the years ended December 31, 2020, 2019 and 2018 excludes 35,922,000, 34,354,000, and 8,885,0002021, all of incremental common shares from assumed conversion ofthe outstanding Series B Preferred Stock from the denominator, respectively, because the shares would be anti-dilutive.

(4)The computation of diluted earnings (loss) per common share outstanding for the year ended December 31, 2020 excludes 23,807,000 of incremental common shares from assumed conversion of Series C Preferred Stock from the denominator because the shares would be anti-dilutive.has been converted into Common Stock. For further information, see Note 12.

(18)(17) Reportable Segments

The Registrants’ determination of reportable segments considers the strategic operating units under which the Registrants’its CODM manages sales, allocates resources and assesses performance of various products and services to wholesale or retail customers in differing regulatory environments. As of January 1, 2020, eachEach Registrant’s CODM viewedviews net income as the measure of profit or loss for the reportable segments rather than the previous measure of operating income. During the fourth quarter of 2020, CenterPoint Energy’s CODM requested that the financial information for the electric businesses be presented on an aggregated basis for review, resulting in one Electric reportable segment, inclusive of Houston Electric and Indiana Electric. Also, the Natural Gas Distribution reportable segment was renamed Natural Gas. Additionally during the fourth quarter of 2020, CenterPoint Energy’s and CERC’s CODM requested that the CERC corporate functions be included within the financial results of CenterPoint Energy’s Natural Gas reportable segment for review purposes. Certain prior year amounts have been reclassified to conform to the current year presentation.segments.

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As of December 31, 2020,2023, reportable segments by Registrant are as follows:

CenterPoint Energy

CenterPoint Energy’s Electric reportable segment consistsconsisted of electric transmission and distribution services in the Texas Gulf Coastgulf coast area in the ERCOT region and electric transmission and distribution services primarily to southwestern Indiana and includes power generation and wholesale power operations.operations in the MISO region.

CenterPoint Energy’s Natural Gas reportable segment consists of (i) intrastate natural gas sales to, and natural gas transportation and distribution for residential, commercial, industrial and institutional customers in Arkansas, Indiana, Louisiana, Minnesota, Mississippi, Ohio Oklahoma and Texas; and (ii) permanent pipeline connections through interconnects with various interstate and intrastate pipeline companies through CEIP, formerly included in the Energy Services reportable segment; and (iii) temporary delivery of LNG and CNG throughout the contiguous 48 states through MES, formerly included in the Energy Services reportable segment.CEIP.

CenterPoint Energy’s Midstream Investments reportable segment consists of the equity investment in Enable (excluding the Enable Series A Preferred Units). For further information, see Notes 11 and 22.

CenterPoint Energy’s Corporate and Other category consists of energy performance contracting and sustainable infrastructure services by Energy Systems Group through ESGJune 30, 2023, the date of the sale of Energy Systems Group, and other corporate support operations whichthat support all of theCenterPoint Energy’s business operations ofoperations. CenterPoint Energy.Energy’s Corporate and Other also includes office buildings and other real estate used for business operations.

Houston Electric

Houston Electric’s Houston Electric T&Dsingle reportable segment consistsconsisted of electric transmission services to transmission service customers in the ERCOT region and distribution servicesservice to REPs in the Texas Gulf Coast area.gulf coast area that includes the city of Houston.

CERC

During the fourth quarter of 2020, CERC’s CODM requested that the CERC corporate functions be included within the financial results of CERC’s Natural Gassingle reportable segment for review purposes. As a result of this change and following the divestiture of the Energy Services Disposal Group, CERC now consists of a single reportable segment. CERC’s Natural Gas reportable segment consistsRestructuring consisted of (i) intrastate natural gas sales to, and natural gas transportation
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and distribution for residential, commercial, industrial and institutional customers in Arkansas,Indiana, Louisiana, Minnesota, Mississippi, OklahomaOhio and Texas; and (ii) permanent pipeline connections through interconnects with various interstate and intrastate pipeline companies through CEIP, formerly included in the Energy Services reportable segment; and (iii) temporary delivery of LNG and CNG throughout the contiguous 48 states through MES, formerly included in the Energy Services reportable segment.

CEIP.
Discontinued Operations (CenterPoint Energy and CERC)

On February 3, 2020, CenterPoint Energy, through its subsidiary VUSI, entered into the Securities Purchase Agreement to sell the Infrastructure Services Disposal Group, which consisted of underground pipeline construction and repair services. Accordingly, the previously reported Infrastructure Services reportable segment has been eliminated. The transaction closed on April 9, 2020. See Note 4 for further information. Additionally, on February 24, 2020, CenterPoint Energy, through its subsidiary CERC Corp., entered into the Equity Purchase Agreement to sell the Energy Services Disposal Group, which consisted of non-rate regulated natural gas sales and service operations. Accordingly, the previously reported Energy Services reportable segment has been eliminated. The transaction closed on June 1, 2020. See Note 4 for further information.

Expenditures for long-lived assets include property, plant and equipment. Intersegment sales are eliminated in consolidation, except as described in Note 2(b).4.

Financial data for reportable segments and products and services areis as follows:follows, including Discontinued Operations for reconciliation purposes:

CenterPoint Energy

 Revenues
from
External
Customers
Equity in Earnings of Unconsolidated AffiliatesDepreciation
and
Amortization
Interest IncomeInterest ExpenseIncome Tax Expense
(Benefit)
Net Income (Loss)
(in millions)
For the year ended December 31, 2020:     
Electric$3,470 $$663 $$(220)$72 $230 
Natural Gas3,631 454 (153)125 278 
Midstream Investments(1,428)(54)(364)(1,116)
Corporate and Other317 72 103 (213)(107)17 
Eliminations(111)111 
Continuing Operations$7,418 $(1,428)$1,189 $$(529)$(274)(591)
Discontinued Operations, net(182)
Consolidated$(773)
For the year ended December 31, 2019:     
Electric$3,519 $$739 $27 $(225)$96 $419 
Natural Gas3,750 420 (144)251 
Midstream Investments229 (53)53 131 
Corporate and Other295 66 126 (290)(59)(119)
Eliminations(145)145 
Continuing Operations$7,564 $230 $1,225 $22 $(567)$92  682 
Discontinued Operations, net109 
Consolidated$791 
For the year ended December 31, 2018:      
Electric$3,232 $$917 $$(197)$89 $334 
Natural Gas3,031 280 (122)31 98 
Midstream Investments307 (10)73 224 
Corporate and Other14 33 66 (135)(38)(260)
Eliminations(44)44 
Continuing Operations$6,277 $307 $1,230 $28 $(420)$155 396 
Discontinued Operations, net(28)
Consolidated$368 
 Revenues
from
External
Customers
Intersegment RevenuesDepreciation
and
Amortization
Interest Income (1)Interest ExpenseIncome Tax Expense
(Benefit)
Net Income (Loss)
(in millions)
For the year ended December 31, 2023:     
Electric$4,290 $— $872 $19 $(303)$189 $654 
Natural Gas4,276 513 10 (188)(25)533 
Corporate and Other130 — 16 34 (264)(270)
Eliminations— (3)— (54)54 — — 
Consolidated$8,696 $— $1,401 $$(701)$170 917 
For the year ended December 31, 2022:     
Electric$4,108 $— $793 $$(235)$147 $603 
Natural Gas4,946 — 466 (137)243 492 
Corporate and Other267 — 29 59 (214)(30)(38)
Eliminations— — — (62)62 — — 
Consolidated$9,321 $— $1,288 $$(524)$360 1,057 
182164


 Revenues
from
External
Customers
Intersegment RevenuesDepreciation
and
Amortization
Interest Income (1)Interest ExpenseIncome Tax Expense
(Benefit)
Net Income (Loss)
(in millions)
For the year ended December 31, 2021:     
Electric$3,763 $— $775 $— $(226)$95 $475 
Natural Gas4,336 — 527 (141)80 403 
Corporate and Other253 — 14 118 (278)(65)(210)
Eliminations— — — (116)116 — — 
Continuing Operations$8,352 $— $1,316 $$(529)$110 668 
Discontinued Operations, net818 
Consolidated$1,486 
(1) Interest income from Securitization Bonds of $4 million, less than $1 million, and $1 million for the years ended December 31, 2023, 2022 and 2021, respectively, is included in Other income, net on both CenterPoint Energy’s and Houston Electric’s revenues from major external customers are as follows (CenterPoint Energy and Houston Electric):respective Statements of Consolidated Income.
Year Ended December 31,
202020192018
(in millions)
Affiliates of NRG$749 $727 $705 
Affiliates of Vistra Energy Corp.404 263 251 


Total AssetsTotal AssetsExpenditures for Long-lived Assets
December 31,December 31,December 31,
Total AssetsExpenditures for Long-lived Assets 2023 2022202320222021
December 31,December 31,
2020 20192018202020192018
(in millions)
(in millions)(in millions)
ElectricElectric$14,493 $14,432 $10,509 $1,281 $1,216 $952 
Natural GasNatural Gas14,976 14,002 7,188 1,139 1,098 638 
Midstream Investments913 2,473 2,482 
Corporate and Other, net of eliminations (1)
Corporate and Other, net of eliminations (1)
Corporate and Other, net of eliminations (1)
Corporate and Other, net of eliminations (1)
3,089 2,658 5,805 95 194 110 
Continuing OperationsContinuing Operations33,471  33,565 25,984 2,515 2,508 1,700 
Assets Held for Sale/Discontinued Operations1,964 1,109 21 79 20 
Divestitures/Discontinued Operations
ConsolidatedConsolidated$33,471 $35,529 $27,093 $2,536 $2,587 $1,720 

(1)Total assets included pension and other postemployment-related regulatory assets of $540 million, $584$385 million and $665$405 million as of December 31, 2020, 20192023 and 2018,2022, respectively. Additionally, total assets as of December 31, 2018 included $3.9 billion of temporary investments included in Cash

Divestitures and cash equivalents onDiscontinued Operations (CenterPoint Energy and CERC)

For further information regarding CenterPoint Energy’s Consolidated Balance Sheets.and CERC’s divestitures and discontinued operations, see Note 4.

Houston Electric

Houston Electric consists of a single reportable segment; therefore, a tabular reportable segment presentation has not been
included.

CERC

CERC consists of a single reportable segment; therefore, a tabular reportable segment presentation has not been included.

Revenues by Products and Services:Major Customers (Houston Electric)
 Year Ended December 31,
202020192018
Revenues by Products and Services:CenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERC
 (in millions)
Electric delivery$2,941 $2,911 $$3,019 $2,990 $$3,232 $3,234 $
Retail electric sales515 — — 486 — — — — — 
Wholesale electric sales14 — — 14 — — — — — 
Retail gas sales3,462 2,594 3,563 2,831 2,857 2,857 
Gas transportation and processing15 15 33 33 32 32 
Energy products and services471 154 449 154 156 142 
Total$7,418 $2,911 $2,763 $7,564 $2,990 $3,018 $6,277 $3,234 $3,031 

Houston Electric’s revenues from major external customers are as follows:

Year Ended December 31,
202320222021
(in millions)
Affiliates of NRG$1,106 $1,046 $905 
Affiliates of Vistra Energy Corp.539 489 410 

183165


(19) Revenues by Products and Services
 Year Ended December 31,
202320222021
Revenues by Products and Services:CenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERC
 (in millions)
Electric delivery$3,701 $3,677 $— $3,438 $3,412 $— $3,158 $3,134 $— 
Retail electric sales569 — — 630 — — 559 — — 
Wholesale electric sales20 — — 40 — — 46 — — 
Retail gas sales4,078 — 3,951 4,759 — 4,613 4,157 — 4,021 
Gas transportation11 — 11 12 — 12 12 — 12 
Energy products and services317 — 187 442 — 175 420 — 167 
Total$8,696 $3,677 $4,149 $9,321 $3,412 $4,800 $8,352 $3,134 $4,200 

(18) Supplemental Disclosure of Cash Flow and Balance Sheet Information

Supplemental Disclosure of Cash Flow Information

CenterPoint Energy elected not to separately disclose discontinued operations on its Statements of Consolidated Cash Flows. The tables below provide supplemental disclosure of cash flow information:
202020192018
CenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERC
(in millions)
Cash Payments/Receipts:
Interest, net of capitalized interest$471 $201 $114 $436 $229 $109 $363 $200 $105 
Income tax payments, net143 65 155 87 89 154 
Non-cash transactions:
Accounts payable related to capital expenditures153 102 69 236 117 86 201 124 80 
Capital distribution associated with the Internal Spin (1)28 1,473 
ROU assets obtained in exchange for lease liabilities (2)15 44 29 
Beneficial conversion feature32 
Amortization of beneficial conversion feature(32)
202320222021
CenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERC
(in millions)
Cash Payments/Receipts:
Interest, net of capitalized interest (under further review)$664 $287 $175 $480 $223 $104 $489 $208 $130 
Income tax payments (refunds), net (1)
215 12 115 421 142 37 (46)20 (7)
Non-cash transactions:
Accounts payable related to capital expenditures246 166 74 335 168 139 370 261 128 
Fair value of Energy Transfer Common Units received for Enable Merger— — — — — — 1,672 — — 
Fair value of Energy Transfer Series G Preferred Units received for Enable Merger— — — — — — 385 — — 
ROU assets obtained in exchange for lease liabilities (2)
— — — — 
(1) CenterPoint Energy’s $215 million income tax payments in 2023 were attributable to recovery of extraordinary gas costs incurred in the February 2021 Winter Storm through the Railroad Commission ordered securitization.
(2) Excludes ROU assets obtained through prepayment of the lease liabilities. See Note 20.

(1)The capital distribution in 2019 associated with the Internal Spin is a result of the return to accrual for the periods of CERC’s ownership during 2018.
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(2)Includes the transition impact of adoption of ASU 2016-02 Leases as of January 1, 2019. The Registrants elected not to recast comparative periods in the year of adoption as permitted by the standard.

The table below provides a reconciliation of cash, cash equivalents and restricted cash reported in the Consolidated Balance Sheets to the amount reported in the Statements of Consolidated Cash Flows and has not been recast to exclude the Infrastructure Services and Energy Services Disposal Groups as of December 31, 2019:Flows:
December 31, 2020December 31, 2019
CenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERC
(in millions)
December 31, 2023December 31, 2023December 31, 2022
CenterPoint EnergyCenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERC
(in millions)(in millions)
Cash and cash equivalents (1)
Cash and cash equivalents (1)
$147 $139 $$241 $216 $
Restricted cash included in Prepaid expenses and other current assetsRestricted cash included in Prepaid expenses and other current assets20 15 30 19 
Total cash, cash equivalents and restricted cash shown in Statements of Consolidated Cash FlowsTotal cash, cash equivalents and restricted cash shown in Statements of Consolidated Cash Flows$167 $154 $$271 $235 $
Total cash, cash equivalents and restricted cash shown in Statements of Consolidated Cash Flows
Total cash, cash equivalents and restricted cash shown in Statements of Consolidated Cash Flows

(1)Houston Electric’s Cash and cash equivalents related to VIEs as of December 31, 20202023 and 20192022 included $139$90 million and $216$75 million, respectively, at CenterPoint Energy and $76 million and $75 million, respectively, at Houston Electric.

Supplemental Disclosure of Balance Sheet Information

Included in other current liabilities on CERC’s Consolidated Balance Sheets as of December 31, 2023 and 2022 was $118 million and $61 million, respectively, of cashcredits related to the Bond Companies.customers on budget billing programs. Included in other current liabilities on Houston Electric’s Consolidated Balance Sheets as of December 31, 2023 and 2022 was $47 million and $35 million, respectively, of accrued contributions in aid of construction.

(20)(19) Related Party Transactions (Houston Electric and CERC)

Houston Electric and CERC participate in a money pool through which they 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. 

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The table below summarizes money pool activity:
December 31, 2020December 31, 2019
Houston ElectricCERCHouston ElectricCERC
December 31, 2023December 31, 2023December 31, 2022
Houston ElectricHouston ElectricCERCHouston ElectricCERC
(in millions, except interest rates) (in millions, except interest rates)
Money pool investments (borrowings) (1)
Money pool investments (borrowings) (1)
$(8)$$481 $
Weighted average interest rateWeighted average interest rate0.24 %0.24 %1.98 %1.98 %Weighted average interest rate5.59 %5.59 %4.75 %4.75 %

(1)Included in Accounts and notes receivable (payable)–affiliated companies in Houston Electric’s and CERC’s Consolidated Balance Sheets.Sheets, as applicable.

Houston Electric and CERC affiliate-related net interest income (expense) were as follows:
Year Ended December 31,
202020192018
Houston ElectricCERCHouston ElectricCERCHouston ElectricCERC
(in millions)
Interest income (expense), net (1)
$$$18 $$$
Year Ended December 31,
202320222021
Houston ElectricCERCHouston ElectricCERCHouston Electric
CERC (1)
(in millions)
Interest income (expense), net (2)
$$10 $— $(18)$— $(38)

(1)Includes affiliate-related net interest expense of Indiana Gas and VEDO to reflect the Restructuring.
(2)Interest income is included in Other, net and interest expense is included in Interest expense and other finance charges on Houston Electric’s and CERC’s respective Statements of Consolidated Income.

CenterPoint Energy provides some corporate services to Houston Electric and CERC. The costs of services have been charged directly to Houston Electric and CERC 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. Houston Electric provides certain
167


services to CERC. These services are billed at actual cost, either directly or as an allocation and include fleet services, shop services, geographic services, surveying and right-of-way services, radio communications, data circuit management and field operations. Additionally, CERC provides certain services to Houston Electric. These services are billed at actual cost, either directly or as an allocation and include line locating and other miscellaneous services. These charges are not necessarily indicative of what would have been incurred had Houston Electric and CERC not been affiliates.

The Infrastructure Services Disposal Group provided pipeline construction and repair services to CERC’s Natural Gas. Additionally, CERC, through the Energy Services Disposal Group, sold natural gas to Indiana Electric for use in electric generation activities. These transactions are now included in discontinued operations and are excluded from the disclosures below. See Note 4 for further information.

Amounts charged for these services are included primarily in Operation and maintenance expenses:
Year Ended December 31,
202020192018
Houston ElectricCERCHouston ElectricCERCHouston ElectricCERC
(in millions)
Corporate service charges$197 $212 $177 $141 $190 $147 
Net affiliate service charges (billings)(16)16 (8)(17)17 
185


Year Ended December 31,
202320222021
Houston ElectricCERCHouston ElectricCERCHouston ElectricCERC
(in millions)
Corporate service charges$173 $236 $167 $237 $189 $257 
Net affiliate service charges (billings)(10)10 15 (15)(7)
The table below presents transactions among Houston Electric, CERC and their parent, Utility Holding.
Year Ended December 31,
202020192018
Houston ElectricCERCHouston ElectricCERCHouston ElectricCERC
(in millions)
Year Ended December 31,Year Ended December 31,
2023202320222021
Houston ElectricHouston ElectricCERCHouston ElectricCERCHouston ElectricCERC
(in millions)(in millions)
Cash dividends paid to parentCash dividends paid to parent$551 $80 $376 $120 $209 $360 
Cash dividend paid to parent related to the sale of the Arkansas and Oklahoma Natural Gas businesses
Cash contribution from parentCash contribution from parent62 217 590 129 200 960 
Capital distribution to parent associated with the sale of CES— 286 — — — — 
Capital distribution to parent associated with the Internal Spin (1)
28 1,473 
Net assets acquired in the Restructuring (1)
Non-cash capital contribution from parent in payment for property, plant and equipment below
Cash paid to parent for property, plant and equipment below
Property, plant and equipment from parent (2)
Property, plant and equipment from parent (2)
36 23 — — — — 

(1)The capital distributionRestructuring was a common control transaction that required the recasting of financial information to the earliest period presented. Therefore, the net asset transfer is not reflected during the year ended December 31, 2022 on CERC’s Statements of Consolidated Changes in 2019 associated with the Internal Spin is a result of the return to accrual for the periods of CERC’s ownership during 2018.

Equity.
(2)Property, plant and equipment purchased from CenterPoint Energy at its net carrying value on the date of purchase.


(21)(20) Leases

The Registrants adopted ASC 842, Leases, and all related amendments on January 1, 2019 using the modified retrospective transition method and elected not to recast comparative periods in the year of adoption as permitted by the standard. There was no adjustment to retained earnings as a result of transition. As a result, disclosures for periods prior to adoption will be presented in accordance with accounting standards in effect for those periods. The Registrants also elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed them to carry forward the historical lease classification. Additionally, the Registrants elected the practical expedient related to land easements, which allows the carry forward of the accounting treatment for land easements on existing agreements. The total ROU assets obtained in exchange for new operating lease liabilities upon adoption were $22 million, $1 million and $19 million for CenterPoint Energy, Houston Electric and CERC, respectively. The Merger was completed on February 1, 2019, and as such the amounts recorded upon adoption are exclusive of Vectren’s leases.

An arrangement is determined to be a lease at inception based on whether the Registrant has the right to control the use of an identified asset. ROU assets represent the Registrants’ right to use the underlying asset for the lease term and lease liabilities represent the Registrants’ obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term, including payments at commencement that depend on an index or rate. Most leases in which the Registrants are the lessee do not have a readily determinable implicit rate, so an incremental borrowing rate, based on the information available at the lease commencement date, is utilized to determine the present value of lease payments. When a secured borrowing rate is not readily available, unsecured borrowing rates are adjusted for the effects of collateral to determine the incremental borrowing rate. Each Registrant uses the implicit rate for agreements in which it is a lessor. Lease income and expense for operating leases and lease incomeROU amortization for finance leases are recognized on a straight-line basis over the lease term for operating leases.term.

The Registrants have lease agreements with lease and non-lease components and have elected the practical expedient to combine lease and non-lease components for certain classes of leases, such as office buildings.buildings and mobile generators. For classes of leases in which lease and non-lease components are not combined, consideration is allocated between components based on the stand-alone prices. Sublease income is not significant to the Registrants.

The Registrants’ lease agreements do not contain any material residual value guarantees, material restrictions or material covenants. There are no material lease transactions with related parties. Agreements in which the Registrants are lessors do not include
168


provisions for the lessee to purchase the assets. Because risk is minimal, the Registrants do not take any significant actions to manage risk associated with the residual value of their leased assets.

The Registrants’ operating lease agreements are primarily equipment and real property leases, including land and office facility leases. CenterPoint Energy and Houston Electric also have finance lease agreements for mobile generators. The Registrants’ lease terms may include options to extend or terminate a lease when it is reasonably certain that those options will be exercised. CenterPoint Energy’s operating lease payments exclude approximately $847 million of legally-
186


binding undiscounted minimum lease payments for leases signed but not yet commenced. The Registrants have elected an accounting policy that exempts leases with terms of one year or less from the recognition requirements of ASC 842.

In 2021, Houston Electric entered into a temporary short-term lease and long-term leases for mobile generation. The short-term lease agreement allows Houston Electric to take delivery of TEEEF assets on a short-term basis with an initial term ending on September 30, 2022 and extended until December 31, 2022. At such time, the short-term lease agreement expired and all mobile generation assets were leased under the long-term lease agreement. Per Houston Electric’s short-term lease accounting policy election, a ROU asset and lease liability were not reflected on Houston Electric’s Consolidated Balance Sheets. Expenses associated with the short-term lease, including carrying costs, are deferred to a regulatory asset and totaled $100 million and $103 million as of December 31, 2023 and 2022, respectively.

The long-term lease agreement includes up to 505 MW of TEEEF, all of which was delivered as of December 31, 2022, triggering lease commencement at delivery, with an initial term ending in 2029 for all TEEEF leases. The total cash payments under the long-term lease totaled $664 million, with the final $485 million paid in 2022. These assets were previously available under the short-term lease agreement. Houston Electric derecognized the finance lease liability when the extinguishment criteria in Topic 405 - Liabilities was achieved. Per the terms of the agreement, lease payments are due and made in full by Houston Electric upon taking possession of the asset, relieving substantially all of the associated finance lease liability at that time. The remaining finance lease liability associated with the commenced long-term TEEEF agreement was not significant as of December 31, 2023 and 2022 and relates to removal costs that will be incurred at the end of the lease term. As of December 31, 2023, Houston Electric has secured a first lien on the assets leased under the prepayment agreement, except for assets with lease payments totaling $97 million. The $97 million prepayment is being held in an escrow account, not controlled by Houston Electric, and the funds will be released when a first lien can be secured by Houston Electric. Expenses associated with the long-term lease, including depreciation expense on the right of use asset and carrying costs, are deferred to a regulatory asset and totaled $124 million and $60 million as of December 31, 2023 and 2022, respectively. The long-term lease agreement contains a termination clause that can be exercised in the event of material adverse regulatory actions. If the right to terminate is elected, subject to the satisfaction of certain conditions, 75% of Houston Electric’s prepaid lease costs that is attributable to the period from the effective date of termination to the end of the lease term would be refunded. In December 2022, the long-term lease agreement was amended to include a disallowance reimbursement clause that can be exercised in the event that any regulatory proceeding or settlement agreement results in a disallowance of Houston Electric’s recovery of deferred costs under either the long-term lease agreement, short-term lease agreement or any other quantifiable adverse financial impact to Houston Electric. The disallowance reimbursement clause expired on December 31, 2023 and Houston Electric can no longer seek relief in the event of an unfavorable regulatory ruling. For further discussion of the regulatory impacts, see Note 7.

Houston Electric will also incur variable costs throughout the lease term for the operation and maintenance of the generators. Lease costs, including variable and ROU asset amortization costs, are deferred to Regulatory assets as incurred as a recoverable cost under the 2021 Texas legislation. See Note 7 for further information regarding recovery of these deferred costs.

The components of lease cost, included in Operation and maintenance expense on the Registrants’ respective Statements of Consolidated Income, are as follows:
Year Ended December 31, 2020Year Ended December 31, 2019
CenterPoint EnergyHouston
Electric
CERCCenterPoint EnergyHouston
Electric
CERC
(in millions)
Operating lease cost$$$$$$
Short-term lease cost14 12 25 23 
Total lease cost$23 $12 $$32 $23 $

Year Ended December 31,
202320222021
CenterPoint EnergyHouston
Electric
CERCCenterPoint EnergyHouston
Electric
CERCCenterPoint EnergyHouston
Electric
CERC
(in millions)
Operating lease cost$$$$$$$$$
Short-term lease cost31 30 $— 167 166 119 118 — 
Total lease cost (1)
$37 $33 $$173 $167 $$127 $119 $

(1) CenterPoint Energy and Houston Electric defer finance lease costs for TEEEF to Regulatory assets for recovery rather than to Depreciation and Amortization in the Statements of Consolidated Income.
169



The components of lease income were as follows:
Year Ended December 31, 2020Year Ended December 31, 2019
CenterPoint EnergyHouston
Electric
CERCCenterPoint EnergyHouston
Electric
CERC
(in millions)
Operating lease income$$$$$$
Variable lease income
Total lease income$$$$$$

Year Ended December 31,
2023 2022 2021
CenterPoint EnergyHouston
Electric
CERCCenterPoint EnergyHouston
Electric
CERCCenterPoint EnergyHouston
Electric
CERC
(in millions)
Operating lease income$$$$$$$$$
Variable lease income— — — — — — 
Total lease income$$$$$$$$$

Supplemental balance sheet information related to leases was as follows:
December 31, 2020December 31, 2019
CenterPoint EnergyHouston
Electric
CERCCenterPoint EnergyHouston
Electric
CERC
(in millions, except lease term and discount rate)
December 31, 2023
December 31, 2023
December 31, 2023
CenterPoint Energy
CenterPoint Energy
CenterPoint Energy
(in millions, except lease term and discount rate)
(in millions, except lease term and discount rate)
(in millions, except lease term and discount rate)
Assets:Assets:
Operating ROU assets (1)
Operating ROU assets (1)
$31 $$19 $31 $$18 
Operating ROU assets (1)
Operating ROU assets (1)
Finance ROU assets (2)
Finance ROU assets (2)
Finance ROU assets (2)
Total leased assets
Total leased assets
Total leased assetsTotal leased assets$31 $$19 $31 $$18 
Liabilities:Liabilities:
Current operating lease liability (2)
$$$$$$
Non-current operating lease liability (3)
26 18 24 15 
Total leased liabilities$32 $$21 $31 $$18 
Liabilities:
Liabilities:
Current operating lease liability (3)
Current operating lease liability (3)
Current operating lease liability (3)
Non-current operating lease liability (4)
Non-current operating lease liability (4)
Non-current operating lease liability (4)
Total leased liabilities (5)
Total leased liabilities (5)
Total leased liabilities (5)
Weighted-average remaining lease term (in years) - operating leases
Weighted-average remaining lease term (in years) - operating leases
Weighted-average remaining lease term (in years) - operating leasesWeighted-average remaining lease term (in years) - operating leases6.04.07.56.55.27.1
Weighted-average discount rate - operating leasesWeighted-average discount rate - operating leases3.14 %2.59 %3.36 %3.57 %3.52 %3.61 %
Weighted-average discount rate - operating leases
Weighted-average discount rate - operating leases
Weighted-average remaining lease term (in years) - finance leases
Weighted-average remaining lease term (in years) - finance leases
Weighted-average remaining lease term (in years) - finance leases
Weighted-average discount rate - finance leases
Weighted-average discount rate - finance leases
Weighted-average discount rate - finance leases

(1)Reported within Other assets in the Registrants’ respective Consolidated Balance Sheets, net of accumulated amortization.
(2)Reported within Property, Plant and Equipment in the Registrants’ respective Consolidated Balance Sheets, net of accumulated amortization.
(3)Reported within Current other liabilities in the Registrants’ respective Consolidated Balance Sheets.

(2)(4)Reported within Current otherOther liabilities in the Registrants’ respective Consolidated Balance Sheets.

(3)(5)ReportedFinance lease liabilities were not material as of December 31, 2023 or 2022 and are reported within Other liabilitieslong-term debt in the Registrants’ respective Consolidated Balance Sheets.Sheets when applicable.

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As of December 31, 2020,2023, finance lease liabilities were not significant to the Registrants. As of December 31, 2023, maturities of operating lease liabilities were as follows:
CenterPoint
Energy
CenterPoint
Energy
Houston
 Electric
CERC
(in millions)(in millions)
CenterPoint
Energy
Houston
Electric
CERC
(in millions)
2021$$$
2022
2023
2024
2024
20242024
20252025
2026 and beyond10 
2026
2027
2028
2029 and beyond
Total lease paymentsTotal lease payments37 24 
Less: InterestLess: Interest
Present value of lease liabilitiesPresent value of lease liabilities$32 $$21 

As of December 31, 2020,2023, future minimum finance lease payments to be received were not significant to the Registrants. As of December 31, 2023, maturities of undiscounted operating lease payments to be received are as follows:
CenterPoint
Energy
Houston
Electric
CERC
(in millions)
2021$$$
2022
2023
2024
2025
2026 and beyond
Total lease payments to be received$20 $$
CenterPoint
 Energy
Houston
 Electric
CERC
(in millions)
2024$$$
2025
2026— 
2027— 
2028— 
2029 and beyond173 — 170 
Total lease payments to be received$209 $$194 

Other information related to leases is as follows. follows:

Year Ended December 31,
202320222021
CenterPoint EnergyHouston
Electric
CERCCenterPoint EnergyHouston
Electric
CERCCenterPoint EnergyHouston
Electric
CERC
(in millions)
Operating cash flows from operating leases included in the measurement of lease liabilities$$$$$$$$$
Financing cash flows from finance leases included in the measurement of lease liabilities— — — 485 485 — 179 179 — 

See Note 1918 for information on ROU assets obtained in exchange for operating lease liabilities:
Year Ended December 31, 2020
CenterPoint
Energy
Houston
Electric
CERC
(in millions)
Operating cash flows from operating leases included in the measurement of lease liabilities$$$
liabilities.

(22)(21) Subsequent Events

Enable Distributions DeclarationsJanuary 2024 Equity Distribution Agreement (CenterPoint Energy)
Equity InstrumentDeclaration DateRecord DatePayment DatePer Unit DistributionExpected Cash Distribution
(in millions)
Enable common unitsFebruary 12, 2021February 22, 2021March 1, 2021$0.16525 $39 
Enable Series A Preferred UnitsFebruary 12, 2021February 12, 2021February 12, 20210.62500 
February 2021 Winter Storm Event

In February 2021,On January 10, 2024, CenterPoint Energy entered into an Equity Distribution Agreement with certain of our jurisdictions experienced an extreme and unprecedented winter weather event that resulted in prolonged freezing temperatures, which impacted, and may continue to impact, our businesses. In Texas, the February 2021 Winter Storm Event caused an electricity generation shortage that was severely disruptive to Houston Electric’s service territory and the wholesale generation market. While demand for electricity reached extraordinary levels duefinancial institutions with respect to the extreme cold,offering and sale from time to time of shares of Common Stock, having an aggregate gross sales price of up to $500 million. Sales of Common Stock may be made by any method permitted by applicable law and deemed to be an “at the supply of electricity significantly decreasedmarket offering” as defined in part becauseRule 415 of the inabilitySecurities Act of certain power generation facilities1933. CenterPoint Energy may also enter into one or more forward sales agreements pursuant to supply electric powermaster forward confirmations. The offer and sale of Common Stock under the Equity Distribution Agreement will terminate upon the earliest of (1) the sale of all Common Stock subject to the grid. Houston Electric does not own or operate any electric generation facilities. It transmits and distributes to customers of REPs electric power that the REPs obtain from power generation facilities owned by third parties. ERCOTEquity Distribution
188171


serves asAgreement, (2) termination of the independent system operatorEquity Distribution Agreement, or (3) May 17, 2026.As of February 20, 2024, CenterPoint Energy has not issued any shares of Common Stock under the Equity Distribution Agreement and regional reliability coordinator for member electric power systems in mosthas not entered into any forward sale agreements.

Proposed Divestiture of Texas. To comply with ERCOT’s orders, Houston Electric implemented controlled outages across its service territory, resulting in a substantial number of businessesLouisiana and residents being without power, many for extended periods of time, in compliance with ERCOT’s directives as an emergency procedure to avoid prolonged large-scale state-wide blackoutsMississippi Natural Gas Local Distribution Companies (CenterPoint Energy and long-term damage to the electric system in Texas. In anticipation of this weather event, Houston Electric implemented its emergency operations plan’s processes and procedures necessary to respond to such events, including establishing an incident command center and calling for mutual assistance from other utilities where needed, among other measures. Throughout the February 2021 Winter Storm Event, Houston Electric remained in contact with its regulators and stakeholders, including federal, state and local officials, as well as the PUCT and ERCOT.CERC)

On February 21, 2021, in response to the 2021 February Winter Storm Event, the PUCT issued an order prohibiting REPs from sending a request to TDUs to disconnect such REPs’ customers for non-payment, effective February 21, 2021. As a result of this order, in event a request for disconnect is received from a REP, Houston Electric will not execute any such disconnect request until the PUCT issues orders for disconnects to resume.

The February 2021 Winter Storm Event also impacted wholesale prices CenterPoint Energy and19, 2024, CERC paid for their natural gas and their ability to service customers in their Natural Gas service territories, including due to the reduction in available natural gas capacity and impacts to CenterPoint Energy’s and CERC’s natural gas supply portfolio activities, and the effects of weather on their systems and their ability to transport natural gas, among other things. The overall natural gas market, including the markets from which CenterPoint Energy and CERC sourced a significant portion of their natural gas for their operations, experienced significant impacts caused by the February 2021 Winter Storm Event, resulting in extraordinary increases in the price of natural gas purchased by CenterPoint Energy and CERC. On February 13, 2021, the Railroad Commission authorized each Texas natural gas distribution utility to record in a regulatory asset the extraordinary expenses associated with the February 2021 Winter Storm Event, including, but not limited to, natural gas cost and other costs related to the procurement and transportation of natural gas supply, subject to recovery in future regulatory proceedings. CenterPoint Energy’s and CERC’s Natural Gas utilities in their jurisdictions outside of Texas have natural gas cost recovery mechanisms to recover the increased cost of natural gas.

Various regulatory and governmental entities have announced that they intend to conduct inquiries, investigations and other reviews of the February 2021 Winter Storm Event and the efforts made by various entities to prepare for, and respond to, this event, including the electric generation shortfall issues. Entities that have already announced that they plan to conduct or are conducting such inquiries, investigations and other reviews include the United States Congress, FERC, NERC, Texas RE, ERCOT, Texas government entities and officials such as the Texas Governor’s office, the Texas Legislature, the Texas Attorney General, the PUCT, the City of Houston and other municipal and county entities in Houston Electric’s service territory, among others entities. Like other Texas TDUs, Houston Electric may become involved in certain of these investigations, litigation or other regulatory and legal proceedings regarding their efforts to restore power and their compliance with NERC, ERCOT and PUCT rules and directives. CenterPoint Energy and CERC may also be subject to litigation, and potential claims could include personal injury and property damage claims, lawsuits for impacts on businesses and other organizations and entities and shareholder claims, among other claims or litigation matters. CenterPoint Energy, Houston Electric and CERC are unable to predict the consequences of any such matters or to estimate a range of potential losses. On February 24, 2021, CERC received financing commitments totaling $1.7 billion on a 364-day term loan facility to bridge any working capital needs related to the February 2021 Winter Storm Event.

Enable Merger (CenterPoint Energy)

On February 16, 2021, EnableCorp. entered into the Enable Merger Agreement. AtLAMS Asset Purchase Agreement, pursuant to which CERC Corp. has agreed to sell its Louisiana and Mississippi regulated natural gas local distribution company businesses. The purchase price for the closingLouisiana and Mississippi regulated natural gas local distribution company businesses is $1.2 billion and subject to adjustment as set forth in the LAMS Asset Purchase Agreement, including adjustments based on net working capital, regulatory assets and liabilities and capital expenditures at closing. The completion of the transactions contemplated by the Enable Merger Agreement, if and when it occurs, Energy Transfer will acquire all of Enable’s outstanding equity interests, resulting in the exchange of Enable common units owned by CenterPoint Energy at theproposed transaction exchange ratio of 0.8595x Energy Transfer common units for each Enable common unit. CenterPoint Energy will also receive $5 million in cash in exchange for its interest in Enable GP and approximately $385 million of Energy Transfer Series G Preferred Units in exchange for all of its Enable Series A Preferred Units. The transactions contemplated under the Enable Merger Agreement are expected to be completed in the second half of 2021,is subject to customary closing conditions, including (i) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino antitrust clearance.Antitrust Improvements Act of 1976, as amended, (ii) approval of the LPSC, (iii) approval of the MPSC, (iv) no Material Adverse Effect (as defined in the LAMS Asset Purchase Agreement) having occurred, and (v) customary closing conditions regarding the accuracy of the representations and warranties and compliance by the parties with the respective obligations under the LAMS Asset Purchase Agreement. The proposed transaction is not subject to a financing condition and is expected to close by the end of the first quarter of 2025, subject to satisfaction of the foregoing conditions.

Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

189


Item 9A.Controls and Procedures

Disclosure Controls And Procedures

In accordance with Exchange Act Rules 13a-15 and 15d-15, the Registrants carried out separate evaluations, under the supervision and with the participation of each company’s management, including the principal executive officer and principal financial officer, of the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report. Based on those evaluations, the principal executive officer and principal financial officer, in each case, concluded that the disclosure controls and procedures were effective as of December 31, 20202023 to provide assurance that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and such information is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding disclosure.

There has been no change in the Registrants’ internal controls over financial reporting that occurred during the three months ended December 31, 20202023 that has materially affected, or is reasonably likely to materially affect, the Registrants’ internal controls over financial reporting.


172


Management’s Annual Report on Internal Control over Financial Reporting

The Registrants’ management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’sRegistrants’ principal executive and principal financial officers and effected by the company’sCenterPoint Energy’s board of directors, management and other personnel, 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 and includes those policies and procedures that:

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;Registrants;

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 companyRegistrants are being made only in accordance with authorizations of management and directors of the company;Registrants; and

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’sRegistrants’ assets that could have a material effect on the financial statements.

Management has designed its internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with accounting principles generally accepted in the United States of America. Management’s assessment included review and testing of both the design effectiveness and operating effectiveness of controls over all relevant assertions related to all significant accounts and disclosures in the financial statements.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of the Registrants’ management, including their respective principal executive officers and principal financial officers, the Registrants conducted an evaluation of the effectiveness of their internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the Registrants’ evaluation under the framework in Internal Control — Integrated Framework (2013), the Registrants’ management has concluded, in each case, that their internal control over financial reporting was effective as of December 31, 2020.2023.

Deloitte & Touche LLP, CenterPoint Energy’s independent registered public accounting firm, has issued an attestation report on the effectiveness of CenterPoint Energy’s internal control over financial reporting as of December 31, 20202023 which is set forth below. This report is not applicable to Houston Electric or CERC as they are not accelerated or large accelerated filers.

190173



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors and Shareholders of
CenterPoint Energy, Inc.
Houston, Texas
Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of CenterPoint Energy, Inc. and subsidiaries (the “Company”) as of December 31, 2020,2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020,2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2020,2023, of the Company and our report dated February 25, 2021,20, 2024, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) 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 (3) 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.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


/s/ DELOITTE & TOUCHE LLP

Houston, Texas
February 25, 2021


20, 2024
191174


Item 9B.Other Information

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year (CenterPoint Energy)

On February 16, 2024, CenterPoint Energy filed the following statements of resolutions with the Secretary of State of the State of Texas for the purpose of deleting the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock from CenterPoint Energy’s Restated Articles of Incorporation:

Statement of Resolutions Deleting Series of Shares designated Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock of CenterPoint Energy, Inc. (the Series A Statement of Resolutions);

Statement of Resolutions Deleting Series of Shares designated 7.00% Series B Mandatory Convertible Preferred Stock of CenterPoint Energy, Inc. (the Series B Statement of Resolutions); and

Statement of Resolutions Deleting Series of Shares designated Series C Mandatory Convertible Preferred Stock of CenterPoint Energy, Inc. (the Series C Statement of Resolutions and, collectively with the Series A Statement of Resolutions and the Series B Statement of Resolutions, the Statements of Resolutions).

None of the previously issued shares of Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock remained outstanding prior to filing the Statements of Resolutions.

Effective upon filing, the Statements of Resolutions deleted all references to the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock contained in CenterPoint Energy’s Restated Articles of Incorporation. The shares that were designated to such series were returned to the status of authorized but unissued shares of preferred stock, par value $0.01 per share, of CenterPoint Energy, without designation as to series.

Copies of the Series A Statement of Resolutions, the Series B Statement of Resolutions and the Series C Statement of Resolutions are filed as Exhibits 3(m), 3(n) and 3(o), respectively, and are incorporated herein by reference.

Effective February 16, 2024, the Board amended and restated CenterPoint Energy’s bylaws (the Bylaws). The Bylaws include, among other things, the following changes:

revise procedures and disclosure for the nomination of directors and the submission of proposals for consideration at meetings of the shareholders of CenterPoint Energy, including, among other things, (x) consolidating the advance notice provisions applicable to all proposals (i.e., director nominations, proposals to amend CenterPoint Energy’s bylaws, proposals to remove directors and all other proposals (other than “proxy access” nominations and shareholder proposals made pursuant to Section 14a-8 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)) into a single section and (y) adding a requirement that a shareholder seeking to nominate director(s) at an annual meeting deliver to CenterPoint Energy reasonable evidence that it has complied with the requirements of Rule 14a-19 of the Exchange Act within eight business days of the meeting;

clarify that for the applicability of the majority voting standard for uncontested elections of directors, an election remains “contested” (and the plurality voting standard applies) even if the Board determines that a shareholder’s nomination notice does not comply with the advance notice bylaws;

adopt a forum selection bylaw to provide that the U.S. federal district courts shall be the exclusive forum for the resolution of claims under the Securities Act of 1933, as amended; and

make certain administrative, modernizing, clarifying and conforming changes, including (x) making updates to reflect amendments to the Texas Business Organizations Code, as amended, (y) expressly providing that meetings of shareholders may be held in whole or in part by means of remote communications in accordance with applicable law and (z) adopting gender-neutral terms when referring to particular positions, offices or title holders, including the adoption of the title Chair in place of Chairman.

The foregoing description of the terms of the Bylaws does not purport to be complete and is subject to, and qualified in its entirety by, reference to the complete text of the Bylaws. The Bylaws, along with a copy marked to show changes from the prior version, are included as Exhibits 3(h) and 3(i), respectively, to this Annual Report on Form 10-K and incorporated by reference herein.

175


Compensatory Arrangements of Certain Officers (CenterPoint Energy)

Amendment to Change in Control Plan

On February 19, 2021, the Board of Directors of CenterPoint Energy approved the First Amendment to the previously adopted Change in Control Plan.

The Change in Control Plan continues to cover officers of CenterPoint Energy, including the Chief Executive Officer, the Chief Financial Officer and CenterPoint Energy’s other named executive officers, and provides for severance payments and other benefits in the event a “Covered Termination” (as defined in the Change in Control Plan) occurs three months prior to or within two years after the completion of a transaction that effects a “Change in Control” (as defined in the Change in Control Plan). One such benefit provided under the Change in Control Plan is an enhanced retirement benefit equal to the pay credits that would have otherwise accrued under the cash balance formula of the CenterPoint Energy Retirement Plan if the officer had remained employed through the severance period. However, participation in the CenterPoint Energy Retirement Plan was closed for all non-union employees hired or rehired on or after January 1, 2020. Because officers hired or rehired on or after the such date are not eligible for the CenterPoint Energy Retirement Plan, the First Amendment provides that the enhanced retirement benefit under the Change in Control Plan for such officers will instead be an amount equal to the employer non-matching contributions that the officers would otherwise have received under the CenterPoint Energy Savings Plan if the officers had remained employed through the severance period. Benefits under the Change in Control Plan, including the enhanced retirement benefit as amended by the First Amendment, continue to be subject to a “double trigger” because both a Change in Control and termination of the participant’s employment are required for the participant to qualify for benefits.

The foregoing summary is qualified in its entirety by the First Amendment, which is filed as Exhibit 10(t)(2) hereto and incorporated herein by reference.

Amendments to Forms of Award Agreement under Long-Term Incentive Plan

On February 19, 2021 and February 24, 2021,15, 2024, the Compensation Committee approved new forms of award agreement under CenterPoint Energy’s LTIP for restricted stock unit awards including a new form of award agreement for restricted stockand performance unit awards for the Chief Executive Officer. awards.

The newly approved forms of award agreement conditionfor officers and director employees revise and simplify the otherwise time-based grants underretirement provisions by adopting a single retirement provision that provides the LTIP upon CenterPoint Energy’sopportunity for full vesting if the award was granted prior to the calendar year of the participant’s retirement or pro-rata vesting if the award was granted in the calendar year of the participants retirement, in all cases subject to achievement of the relevant performance goals establishedmetrics. To be eligible for such retirement vesting, the participant must (i) be at least 55 years old with a sum of age and years of service of 65 or greater, (ii) provide at least three months’ written notice (or reasonable advance written notice for officers subject to Section 16 of the Exchange Act) of retirement, and (iii) provide a comprehensive transition plan. In addition, for officers subject to Section 16 of the Exchange Act, eligibility for retirement vesting is subject to approval by the Compensation Committee. With respect

In addition, the newly approved forms of award agreement revised the non-solicitation and confidentiality provisions to certain such grants beginning in 2021, the Compensation Committee has established a performance goal requiring positive operating incomereflect changes in the last full calendar year of the restricted period as a condition for vesting. With respect to payouts related to retirement (age 55 or greater with at least five years of service or, for the Chief Executive Officer, at least three years of service), such retirement payouts will be subject to the performance goals established by the Compensation Committee and will occur after determination of achievement at the end of the three-year vesting cycle.law.

The description of the forms of award agreement as amended, are qualified in their entirety by reference to the full text of the respective form of restricted stock unit award agreement, which are included as Exhibits 10(q)(12)10(cc)(13), 10(cc)(14), and 10(q)(13) hereto and incorporated herein by reference.

Compensatory Arrangements of Certain Officers10(cc)(15).

On February 19, 2021,15, 2024, the Compensation Committee determined that Milton Carroll, Executive Chairmanalso approved 3-year ratable vesting for annual restricted stock unit awards under which one third (1/3) of CenterPoint Energy, will be eligiblethe underlying units vest and are payable as of the first three anniversaries of the grant date, subject to participate in CenterPoint Energy’s STIP. His short-term incentive compensation target is 75%the participant’s continued employment and achievement of base salary.the applicable performance goal. The Compensation Committee also approved a cash bonusprice-to-earnings (P/E) modifier to performance share unit awards under the Company’s LTIP based on total shareholder return. Under the P/E modifier, if CenterPoint Energy’s P/E ratio ranks in the top quartile of $881,475CenterPoint Energy’s peer group, a P/E modifier will apply that provides for Mr. Carroll, payable in March 2021.a minimum 75% payout level for the award regardless of the level of total shareholder return performance achieved. This vesting schedule and the P/E modifier does not apply to previously granted awards.

On February 19, 2021,Rule 10b5-1 Trading Arrangements

During the Compensation Committee approved an award under CenterPoint Energy’s STIP of $2,463,750 for David J. Lesar, President and Chief Executive Officerthree months ended December 31, 2023, no director or officer of CenterPoint Energy, based onHouston Electric or CERC adopted or terminated a full year“Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of his base salary.Regulation S-K.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not Applicable.

PART III

Item 10.Directors, Executive Officers and Corporate Governance

For CenterPoint Energy, the information called for by Item 10, to the extent not set forth in “Information About Our Executive Officers” in Item 1 of Part I of this report, will be set forth in the definitive proxy statement relating to CenterPoint Energy’s 20212024 annual meeting of shareholders pursuant to SEC Regulation 14A. Such definitive proxy statement relates to a meeting of shareholders involving the election of directors and the portions thereof called for by Item 10 are incorporated herein by reference pursuant to Instruction G to Form 10-K.

192


For Houston Electric and CERC, the information called for by Item 10 is omitted pursuant to Instruction I(2) to Form 10-K (Omission of Information by Certain Wholly-Owned Subsidiaries).

Item 11.Executive Compensation

For CenterPoint Energy, the information called for by Item 11 will be set forth in the definitive proxy statement relating to CenterPoint Energy’s 20212024 annual meeting of shareholders pursuant to SEC Regulation 14A. Such definitive proxy statement relates to a meeting of shareholders involving the election of directors and the portions thereof called for by Item 11 are incorporated herein by reference pursuant to Instruction G to Form 10-K.
176



For Houston Electric and CERC, the information called for by Item 11 is omitted pursuant to Instruction I(2) to Form 10-K (Omission of Information by Certain Wholly-Owned Subsidiaries).

Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

For CenterPoint Energy, the information called for by Item 12 will be set forth in the definitive proxy statement relating to CenterPoint Energy’s 20212024 annual meeting of shareholders pursuant to SEC Regulation 14A. Such definitive proxy statement relates to a meeting of shareholders involving the election of directors and the portions thereof called for by Item 12 are incorporated herein by reference pursuant to Instruction G to Form 10-K.

For Houston Electric and CERC, the information called for by Item 12 is omitted pursuant to Instruction I(2) to Form 10-K (Omission of Information by Certain Wholly-Owned Subsidiaries).

Item 13.Certain Relationships and Related Transactions, and Director Independence

For CenterPoint Energy, the information called for by Item 13 will be set forth in the definitive proxy statement relating to CenterPoint Energy’s 20212024 annual meeting of shareholders pursuant to SEC Regulation 14A. Such definitive proxy statement relates to a meeting of shareholders involving the election of directors and the portions thereof called for by Item 13 are incorporated herein by reference pursuant to Instruction G to Form 10-K. See Note 11 for information related to CenterPoint Energy’s affiliate transactions.

For Houston Electric and CERC, the information called for by Item 13 is omitted pursuant to Instruction I(2) to Form 10-K (Omission of Information by Certain Wholly-Owned Subsidiaries).

Item 14.Principal Accounting Fees and Services

For CenterPoint Energy, the information called for by Item 14 will be set forth in the definitive proxy statement relating to CenterPoint Energy’s 20212024 annual meeting of shareholders pursuant to SEC Regulation 14A. Such definitive proxy statement relates to a meeting of shareholders involving the election of directors and the portions thereof called for by Item 14 are incorporated herein by reference pursuant to Instruction G to Form 10-K.

Aggregate fees billed to Houston Electric and CERC during the yearyears ended December 31, 20202023 and 20192022 by their principal accounting firm, Deloitte & Touche LLP, are set forth below.
Year Ended December 31, Year Ended December 31,
20202019 20232022
Houston ElectricCERCHouston ElectricCERC
Houston ElectricHouston ElectricCERCHouston ElectricCERC
Audit fees (1)
Audit fees (1)
$658,965 $907,560 $884,400 $1,419,000 
Audit-related fees (2)
Audit-related fees (2)
343,000 172,500 371,500 130,500 
Total audit and audit-related feesTotal audit and audit-related fees1,001,965 1,080,060 1,255,900 1,549,500 
Tax feesTax fees— — — — 
All other feesAll other fees— — — — 
Total feesTotal fees$1,001,965 $1,080,060 $1,255,900 $1,549,500 
 
(1)For 20202023 and 2019,2022, 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.
193



(2)For 20202023 and 2019, includes2022, amounts include 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.

Houston Electric and CERC each are not required to have, and do not have, an audit committee.


177


PART IV

Item 15.Exhibits and Financial Statement Schedules

(a)(1) Financial Statements.
CenterPoint Energy
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34)
Statements of Consolidated Income for the Three Years Ended December 31, 20202023
Statements of Consolidated Comprehensive Income for the Three Years Ended December 31, 20202023
Consolidated Balance Sheets as of December 31, 20202023 and 20192022
Statements of Consolidated Cash Flows for the Three Years Ended December 31, 2023
Statements of Consolidated Changes in Equity for the Three Years Ended December 31, 2023
Houston Electric
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34)
Statements of Consolidated Income for the Three Years Ended December 31, 2023
Statements of Consolidated Comprehensive Income for the Three Years Ended December 31, 2022
Consolidated Balance Sheets as of December 31, 2023 and 2022
Statements of Consolidated Cash Flows for the Three Years Ended December 31, 20202023
Statements of Consolidated Changes in Equity for the Three Years Ended December 31, 20202023
Houston ElectricCERC
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34)
Statements of Consolidated Income for the Three Years Ended December 31, 20202023
Statements of Consolidated Comprehensive Income for the Three Years Ended December 31, 20192023
Consolidated Balance Sheets as of December 31, 20202023 and 20192022
Statements of Consolidated Cash Flows for the Three Years Ended December 31, 20202023
Statements of Consolidated Changes in Equity for the Three Years Ended December 31, 20202023
CERC
Report of Independent Registered Public Accounting Firm
Statements of Consolidated Income for the Three Years Ended December 31, 2020
Statements of Consolidated Comprehensive Income for the Three Years Ended December 31, 2020
Consolidated Balance Sheets as of December 31, 2020 and 2019
Statements of Consolidated Cash Flows for the Three Years Ended December 31, 2020
Statements of Consolidated Changes in Equity for the Three Years Ended December 31, 2020
Combined Notes to Consolidated Financial Statements

The financial statements of Enable Midstream Partners, LP required pursuant to Rule 3-09 of Regulation S-X are included in this filing for CenterPoint Energy as Exhibit 99.1.

(a)(2) Financial Statement Schedules for the Three Years Ended December 31, 2020.2023

The following schedules are omitted by the Registrants because of the absence of the conditions under which they are required or because the required information is included in the financial statements:

I, II, III, IV and V.

(a)(3) Exhibits.

See Index of Exhibits beginning on page 195,179, which index also includes the management contracts or compensatory plans or arrangements required to be filed as exhibits to this Form 10-K by Item 601(b)(10)(iii) of Regulation S-K.

Item 16. Form 10-K Summary
    
None.


194178




CENTERPOINT ENERGY, INC. AND SUBSIDIARIES
CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC AND SUBSIDIARIES
CENTERPOINT ENERGY RESOURCES CORP. AND SUBSIDIARIES

EXHIBITS TO THE COMBINED ANNUAL REPORT ON FORM 10-K
For Fiscal Year Ended December 31, 20202023

INDEX OF EXHIBITS

Exhibits included with this report are designated by a cross (†); all exhibits not so designated are incorporated herein by reference to a prior filing as indicated. Exhibits designated by an asterisk (*) are management contracts or compensatory plans or arrangements required to be filed as exhibits to this Form 10-K by Item 601(b)(10)(iii) of Regulation S-K. The Registrants have not filed the exhibits and schedules to Exhibit 2. The Registrants hereby agree to furnish supplementally a copy of any schedule omitted from Exhibit 2 to the SEC upon request.

The agreements included as exhibits are included only to provide information to investors regarding their terms.  The 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 such agreements should not be relied upon as constituting or providing any factual disclosures about us, any other persons, any state of affairs or other matters.
 
Exhibit
Number
DescriptionReport or Registration StatementSEC File or
Registration
Number
Exhibit
Reference
CenterPoint EnergyHouston ElectricCERC
2(a)CenterPoint Energy’s Form 8-K dated July 21, 20041-3144710.1X
2(b)

CenterPoint Energy’s Form 8-K dated April 21, 2018
1-314472.1X
2(c)(1)Agreement and Plan of Merger among CERC, Houston Lighting and Power Company (“HL&P”), HI Merger, Inc. and NorAm Energy Corp. (“NorAm”) dated August 11, 1996Houston Industries’ (“HI’s”) Form 8-K dated August 11, 19961-76292X
2(c)(2)Amendment to Agreement and Plan of Merger among CERC, HL&P, HI Merger, Inc. and NorAm dated August 11, 1996Registration Statement on Form S-4333-113292(c)X
2(d)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-3333-545262X
2(e)CenterPoint Energy’s Form 8-K dated March 14, 2013
1-314472.1XX
195179


Exhibit
Number
DescriptionReport or Registration StatementSEC File or
Registration
Number
Exhibit
Reference
CenterPoint EnergyHouston ElectricCERC
2(f)

CenterPoint Energy’s Form 8-K dated February 3, 2020
1-314472.1X
2(g)CenterPoint Energy’s Form 8-K dated February 24, 2020
1-314472.1XX
2(h)CenterPoint Energy’s Form 10-Q for the quarter ended March 31, 20211-314472.4XX
3(a)CenterPoint Energy’s Form 8-K dated July 24, 20081-314473.2X
3(b)Houston Electric’s Form 8-K dated August 31, 20021-31873(a)X
3(c)

Houston Electric’s Form 10-Q for the quarter ended June 30, 2011
1-3187
3.1X
3(d)

CERC Form 10-K for the year ended December 31, 1997
1-13265
3(a)(1)X
3(e)

CERC Form 10-K for the year ended December 31, 1997
1-13265
3(a)(2)X
3(f)

CERC Form 10-K for the year ended December 31, 1998
1-13265
3(a)(3)X
3(g)

CERC Form 10-Q for the quarter ended June 30, 2003
1-13265
3(a)(4)X
3(h)


CenterPoint Energy’s Form 8-K dated February 21, 2017
1-314473.1X
†3(i)3(i)X
3(j)

Houston Electric’s Form 10-Q for the quarter ended June 30, 2011
1-3187
3.2X
3(j)3(k)CERC Form 10-K for the year ended December 31, 1997
1-132653(b)X
180


3(k)Exhibit
Number
DescriptionReport or Registration StatementSEC File or
Registration
Number
Exhibit
Reference
CenterPoint EnergyHouston ElectricCERC
3(l)

CenterPoint Energy’s Form 10-K for the year ended December 31, 20111-314473(c)X
196


Exhibit
Number
DescriptionReport or Registration StatementSEC File or
Registration
Number
Exhibit
Reference
CenterPoint EnergyHouston ElectricCERC
3(l)†3(m)

XCenterPoint Energy’s Form 8-K dated August 22, 2018
1-314473.1X
3(m)†3(n)

XCenterPoint Energy’s Form 8-K dated September 25, 2018
1-314473.1X
3(n)†3(o)XCenterPoint Energy’s Form 8-K dated May 6, 20201-314473.1X
4(a)CenterPoint Energy’s Registration Statement on Form S-4333-695024.1X
4(b)

CenterPoint Energy’s Form 8-K dated August 22, 2018
1-31447
4.1X
4(c)

CenterPoint Energy’s Form 8-K dated September 25, 2018
1-31447
4.1X
4(d)

CenterPoint Energy’s Form 8-K dated September 25, 2018
1-31447
4.2X
4(e)

CenterPoint Energy’s Form 8-K dated September 25, 2018
1-31447
4.3X
4(f)CenterPoint Energy’s Form 10-K for the year ended December 31, 20011-314474.3X
197


Exhibit
Number
DescriptionReport or Registration StatementSEC File or
Registration
Number
Exhibit
Reference
CenterPoint EnergyHouston ElectricCERC
4(g)4(c)(1)Mortgage and Deed of Trust, dated November 1, 1944 between Houston Lighting and Power Company (HL&P) and Chase Bank of Texas, National Association (formerly, South Texas Commercial National Bank of Houston), as Trustee, as amended and supplemented by 20 Supplemental Indentures theretoHL&P’s Form S-7 filed on August 25, 19772-597482(b)XX
4(g)4(c)(2)Twenty-First through Fiftieth Supplemental Indentures to Exhibit 4(g)4(c)(1)HL&P’s Form 10-K for the year ended December 31, 19891-31874(a)(2)XX
4(g)4(c)(3)Fifty-First Supplemental Indenture to Exhibit 4(g)4(c)(1) dated as of March 25, 1991HL&P’s Form 10-Q for the quarter ended June 30, 19911-31874(a)XX
4(g)4(c)(4)Fifty-Second through Fifty-Fifth Supplemental Indentures to Exhibit 4(g)4(c)(1) each dated as of March 1, 1992HL&P’s Form 10-Q for the quarter ended March 31, 19921-31874XX
181


Exhibit
Number
DescriptionReport or Registration StatementSEC File or
Registration
Number
Exhibit
Reference
CenterPoint EnergyHouston ElectricCERC
4(g)4(c)(5)Fifty-Sixth and Fifty-Seventh Supplemental Indentures to Exhibit 4(g)4(c)(1) each dated as of October 1, 1992 HL&P’s Form 10-Q for the quarter ended September 30, 19921-31874XX
4(g)4(c)(6)Fifty-Eighth and Fifty-Ninth Supplemental Indentures to Exhibit 4(g)4(c)(1) each dated as of March 1, 1993HL&P’s Form 10-Q for the quarter ended March 31, 19931-31874XX
4(g)4(c)(7)Sixtieth Supplemental Indenture to Exhibit 4(g)4(c)(1) dated as of July 1, 1993HL&P’s Form 10-Q for the quarter ended June 30, 19931-31874XX
4(g)4(c)(8)Sixty-First through Sixty-Third Supplemental Indentures to Exhibit 4(g)4(c)(1) each dated as of December 1, 1993HL&P’s Form 10-K for the year ended December 31, 19931-31874(a)(8)XX
4(g)4(c)(9)Sixty-Fourth and Sixty-Fifth Supplemental Indentures to Exhibit 4(g)4(c)(1) each dated as of July 1, 1995HL&P’s Form 10-K for the year ended December 31, 19951-31874(a)(9)XX
4(h)4(d)(1)Houston Electric’s Form 10-Q for the quarter ended September 30, 20021-31874(j)(1)XX
4(h)4(d)(2)Houston Electric’s Form 10- Q for the quarter ended September 30, 20021-31874(j)(3)XX
198


Exhibit
Number
DescriptionReport or Registration StatementSEC File or
Registration
Number
Exhibit
Reference
CenterPoint EnergyHouston ElectricCERC
4(h)(3)Houston Electric’s Form 10-Q for the quarter ended September 30, 20021-31874(j)(4)XX
4(h)(4)4(d)(3)CenterPoint Energy’s Form 10-K for the year ended December 31, 20031-314474(e)(10)XX
4(h)(5)4(d)(4)CenterPoint Energy’s Form 10-K for the year ended December 31, 20021-314474(e)(10)XX
4(h)(6)4(d)(5)CenterPoint Energy’s Form 8-K dated March 13, 20031-314474.1XX
4(h)(7)4(d)(6)CenterPoint Energy’s Form 8-K dated March 13, 20031-314474.2XX
4(h)(8)CenterPoint Energy’s Form 8-K dated May 16, 20031-314474.2XX
4(h)(9)CenterPoint Energy’s Form 8-K dated May 16, 20031-314474.1XX
4(h)(10)4(d)(7)Houston Electric’s Form 8-K dated January 6, 20091-31874.2XX
182


Exhibit
Number
DescriptionReport or Registration StatementSEC File or
Registration
Number
Exhibit
Reference
CenterPoint EnergyHouston ElectricCERC
4(h)(11)4(d)(8)CenterPoint Energy’s Form 10-K for the year ended December 31, 20121-314474(e)(33)XX
4(h)(12)4(d)(9)CenterPoint Energy’s Form 10-K for the year ended December 31, 20121-314474(e)(34)XX
4(h)(13)4(d)(10)CenterPoint Energy’s Form 10-Q for the quarter ended March 31, 20141-314474.10XX
4(h)(14)4(d)(11)CenterPoint Energy’s Form 10-Q for the quarter ended March 31, 20141-314474.11XX
199


Exhibit
Number
DescriptionReport or Registration StatementSEC File or
Registration
Number
Exhibit
Reference
CenterPoint EnergyHouston ElectricCERC
4(h)(15)CenterPoint Energy’s Form 10-Q for the quarter ended June 30, 20161-314474.5XX
4(h)(16)CenterPoint Energy’s Form 10-Q for the quarter ended June 30, 20161-314474.6XX
4(h)(17)4(d)(12)CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 20161-314474.5XX
4(h)(18)4(d)(13)CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 20161-314474.6XX
4(h)(19)4(d)(14)CenterPoint Energy’s Form 10-K for the year ended December 31, 20161-314474(e)(41)XX
4(h)(20)4(d)(15)CenterPoint Energy’s Form 10-K for the year ended December 31, 20161-314474(e)(42)XX
4(d)(16)
4(h)(21)

CenterPoint Energy’s Form 10-Q for the quarter ended March 30, 20181-314474.9XX
4(d)(17)
4(h)(22)
CenterPoint Energy’s Form 10-Q for the quarter ended March 30, 20181-314474.10XX
4(h)(23)4(d)(18)Houston Electric’s Form 8-K dated January 10, 20191-31874.4XX
4(h)(24)4(d)(19)CenterPoint Energy’s Form 10-K for the year ended December 31, 20181-314474(h)(24)XX
183


Exhibit
Number
DescriptionReport or Registration StatementSEC File or
Registration
Number
Exhibit
Reference
CenterPoint EnergyHouston ElectricCERC
4(h)(25)4(d)(20)



Houston Electric’s Form 8-K dated June 2, 20201-31874.4XX
4(h)(26)4(d)(21)CenterPoint Energy’s Form 10-Q for the quarter ended June 30, 20201-314474.26XX
4(d)(22)Houston Electric’s Form 8-K dated March 8, 20211-31874.4XX
4(d)(23)CenterPoint Energy’s Form 10-Q for the quarter ended March 31, 20211-314474.22XX
4(d)(24)Houston Electric’s Form 8-K dated February 23, 20221-31874.4X
4(d)(25)CenterPoint Energy’s Form 10-Q for the quarter ended March 31, 20221-314474.11X
4(d)(26)Houston Electric’s Form 8-K dated September 12, 20221-31874.4X
4(d)(27)CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 20221-314474.7X
4(d)(28)Houston Electric’s Form 8-K dated March 20, 20231-31874.4X
4(d)(29)CenterPoint Energy’s Form 10-Q for the quarter ended March 31, 20231-314474.11X
4(d)(30)Houston Electric’s Form 8-K dated September 13, 20231-31874.4X
4(d)(31)CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 20231-314474.9X
200184


Exhibit
Number
DescriptionReport or Registration StatementSEC File or
Registration
Number
Exhibit
Reference
CenterPoint EnergyHouston ElectricCERC
4(i)4(e)(1)Indenture, dated as of February 1, 1998, between Reliant Energy Resources Corp. (RERC Corp.) and Chase Bank of Texas, National Association, as TrusteeCERC Corp.’s Form 8-K dated February 5, 19981-132654.1XX
4(i)4(e)(2)CenterPoint Energy’s Form 10-K for the year ended December 31, 20061-314474(f)(11)XX
4(i)4(e)(3)CenterPoint Energy’s Form 10-Q for the quarter ended June 30, 20081-314474.9XX
4(i)4(e)(4)CenterPoint Energy’s Form 10-K for the year ended December 31, 20101-314474(f)(15)XX
4(i)4(e)(5)CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 20171-314474.11XX
4(i)4(e)(6)

CERC’s Form 10-Q for the quarter ended March 31, 2018
1-13265
4.4XX
4(i)4(e)(7)CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 20201-314474.23XX
4(e)(8)4(j)CenterPoint Energy’s Form 10-Q for the quarter ended June 30, 20221-314474.12X
4(e)(9)CERC’s Form 8-K dated October 5, 20221-132654.2X
4(e)(10)CenterPoint Energy’s Form 10-Q for the quarter ended March 31, 20231-314474.6X
185


Exhibit
Number
DescriptionReport or Registration StatementSEC File or
Registration
Number
Exhibit
Reference
CenterPoint EnergyHouston ElectricCERC
4(e)(11)CenterPoint Energy’s Form 10-Q for the quarter ended June 30, 20231-314474.5X
4(f)(1)CenterPoint Energy’s Form 8-K dated May 19, 20031-314474.1X
4(j)4(f)(2)CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 20171-314474.9X
4(j)(3)

CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 2018
1-31447
4.14X
201


Exhibit
Number
DescriptionReport or Registration StatementSEC File or
Registration
Number
Exhibit
Reference
CenterPoint EnergyHouston ElectricCERC
4(j)(4)4(f)(3)

CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 2019
1-31447
4.2X
4(f)(4)4(k)CenterPoint Energy’s Form 10-Q for the quarter ended June 30, 20211-314474.24X
4(f)(5)CenterPoint Energy’s Form 10-Q for the quarter ended June 30, 20211-314474.25X
4(f)(6)CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 20231-314474.4X
4(g)(1)Subordinated Indenture dated as of September 1, 1999Reliant Energy’s Form 8-K dated September 1, 19991-31874.1X
4(k)4(g)(2)Supplemental Indenture No. 1 dated as of September 1, 1999, between Reliant Energy and Chase Bank of Texas (supplementing Exhibit 4(k)4(g)(1) and providing for the issuance Reliant Energy’s 2% Zero-Premium Exchangeable Subordinated Notes Due 2029)Reliant Energy’s Form 8-K dated September 15, 19991-31874.2X
186


Exhibit
Number
DescriptionReport or Registration StatementSEC File or
Registration
Number
Exhibit
Reference
CenterPoint EnergyHouston ElectricCERC
4(k)4(g)(3)CenterPoint Energy’s Form 8-K12B dated August 31, 20021-314474(e)X
4(k)4(g)(4)CenterPoint Energy’s Form 10-K for the year ended December 31, 20051-314474(h)(4)X
4(l)4(h)(1)

CenterPoint Energy’s Form 8-K dated February 4, 2021January 30, 20231-314471-3144710.2X4.1X
4(m)4(h)(2)CenterPoint Energy’s Form 8-K dated February 4, 2021March 15, 20231-314471-314474.2X4.2XX
4(n)4(h)(3)CenterPoint Energy’s Form 8-K dated February 4, 2021October 13, 20231-314471-314474.2X4.3XX
202


Exhibit
Number
DescriptionReport or Registration StatementSEC File or
Registration
Number
Exhibit
Reference
CenterPoint EnergyHouston ElectricCERC
4(o)4(h)(4)CenterPoint Energy’s Form 8-K dated February 4, 20211-314474.4X
4(p)(1)CenterPoint Energy’s Form 8-K dated May 15, 20191-314474.1X
4(q)(1)Mortgage and Deed of Trust dated as of April 1, 1932 between SIGECO and Bankers Trust Company, as Trustee, as amended and supplemented by 28 Supplemental Indentures thereto
Post-Effective Amendment No. 1

Form 8-K dated June 1, 1984

Form 8-K dated March 24, 1986

Form 8-K dated June 3, 1986
2-2536
2-62032

2-88923
1-3553

1-3553


1-3553
B-1, B-2
(b)(4)(ii)
4(b)(2)
4
4-A

4
X
X
X
X
X

X
4(q)(2)Additional Supplemental Indentures to Exhibit 4(q)4(h)(1)X
Date as ofFile ReferenceExhibit No.
July 1, 19851-3553, SIGECO’s Form 10-K for the fiscal year 19854-A
November 1, 19851-3553, SIGECO’s Form 10-K for the fiscal year 19854-A
November 15, 19861-3553, SIGECO’s Form 10-K for the fiscal year 19864-A
January 15, 19871-3553, SIGECO’s Form 10-K for the fiscal year 19864-A
December 15, 19871-3553, SIGECO’s Form 10-K for the fiscal year 19874-A
December 13, 19901-3553, SIGECO’s Form 10-K for the fiscal year 19904-A
April 1, 19931-3553, SIGECO’s Form 8-K dated April 13, 19934
203


Exhibit
Number
DescriptionReport or Registration StatementSEC File or
Registration
Number
Exhibit
Reference
CenterPoint EnergyHouston ElectricCERC
June 1, 19931-3553, SIGECO’s Form 8-K dated June 14, 19934
1-3553, SIGECO’s Form 10-K for the fiscal year 19934(a)
1-3553, SIGECO’s Form 10-Q for the quarter ended June 30, 19994(a)
1-15467, Vectren’s Form 10-K for the year ended December 31, 20014.1
1-15467, Vectren’s Form 10-K for the year ended December 31, 20044.1
1-15467, Vectren’s Form 10-K for the year ended December 31, 20044.2
1-15467, Vectren’s Form 10-K for the year ended December 31, 20074.1
Date as ofFile ReferenceExhibit No.
1-15467, Vectren’s Form 10-K for the year ended December 31, 20074.2
1-15467, Vectren’s Form 10-K for the year ended December 31, 20074.3
1-15467, Vectren’s Form 10-K for the year ended December 31, 20094.1
1-15467, Vectren’s Form 8-K dated April 30, 20134.1
1-15467, Vectren’s Form 8-K dated September 25, 20144.1
1-15467, Vectren’s Form 8-K dated September 10, 20154.1
204


Exhibit
Number
DescriptionReport or Registration StatementSEC File or
Registration
Number
Exhibit
Reference
CenterPoint EnergyHouston ElectricCERC
4(r)4(i)(1)Indenture dated February 1, 1991 between Indiana Gas Company, Inc. and U.S Bank Trust National Association (formerly known as First Trust National Association, which was formerly known as Bank of America Illinois, which was formerly known as Continental Bank, National Association)Indiana Gas’s Form 8-K filed February 15, 19911-64944(a)X
187


Exhibit
Number
DescriptionReport or Registration StatementSEC File or
Registration
Number
Exhibit
Reference
CenterPoint EnergyHouston ElectricCERC
4(i)(2)First Supplemental Indenture to Exhibit 4(i)(1), dated as of February 15, 1991Indiana Gas’s Form 8-K filed February 15, 19911-64944(a)4(b)X
4(r)(2)4(i)(3)First Supplemental Indenture to Exhibit 4(r)(1), dated as of February 15, 1991Indiana Gas’s Form 8-K filed February 15, 19911-64944(b)X
4(r)(3)Second Supplemental Indenture to Exhibit 4(r)4(i)(1), dated as of September 15, 1991Indiana Gas’s Form 8-K filed September 25, 19911-64944(b)X
4(r)4(i)(4)Third Supplemental Indenture to Exhibit 4(r)4(i)(1), dated as of September 15, 1991Indiana Gas’s Form 8-K filed September 25, 19911-64944(c)X
4(r)4(i)(5)Fourth Supplemental Indenture to Exhibit 4(r)4(i)(1), dated as of December 2, 1992Indiana Gas’s Form 8-K filed December 8, 19921-64944(b)X
4(r)4(i)(6)Indiana Gas’s Form 8-K filed December 27, 20001-64944X
4(s)4(j)(1)VUHI’s Form 8-K dated October 19, 20011-167394.1X
4(s)(2)VUHI’s Form 8-K dated October 19, 20011-167394.2X
4(s)(3)VUHI’s Form 8-K dated November 29, 20011-167394.1X
4(s)(4)VUHI’s Form 8-K dated July 24, 20031-167394.1X
4(s)(5)VUHI’s Form 8-K dated November 18, 20051-167394.1X
4(s)(6)VUHI’s Form 8-K dated October 16, 20061-167394.1X
4(s)(7)VUHI’s Form 8-K dated March 10, 20081-167394.1X
4(t)Vectren’s Form 8-K dated April 8, 20111-154674.1X
205


Exhibit
Number
DescriptionReport or Registration StatementSEC File or
Registration
Number
Exhibit
Reference
CenterPoint EnergyHouston ElectricCERC
4(u)Vectren’s Form 8-K dated November 17, 20111-154674.1X
4(v)Vectren’s Form 8-K dated December 21, 20121-154674.1X
4(w)Vectren’s Form 8-K dated August 22, 20131-154674.1X
4(x)Vectren’s Form 8-K dated June 12, 20151-154674.1X
4(y)Vectren’s Form 8-K dated June 12, 20151-154674.2X
4(z)Vectren’s Form 8-K dated September 25, 20171-154674.1X
4(aa)4(j)(2)Vectren’s Form 8-K dated May 3, 20181-154674.1X
4(bb)4(j)(3)Vectren’s Form 8-K dated May 3, 20181-154674.2X
4(cc)4(j)(4)CenterPoint Energy’s Form 10-K for the year ended December 31, 20221-314474(k)(4)X
4(k)CenterPoint Energy’s Form 8-K dated May 6, 202027, 20221-314474.1XX
4(dd)4(l)CenterPoint Energy’s Form 8-K dated May 6, 202027, 20221-314474.24.3X
4(ee)CenterPoint Energy’s Form 8-K dated May 6, 20201-314474.3X
206188


Exhibit
Number
DescriptionReport or Registration StatementSEC File or
Registration
Number
Exhibit
Reference
CenterPoint EnergyHouston ElectricCERC
4(ff)4(m)CenterPoint Energy’s Form 8-K dated May 6, 202027, 20221-314474.4XX
4(gg)4(n)CenterPoint Energy’s Form 8-K dated May 6, 202027, 20221-314474.5XX
4(o)CERC’s Form 8-K dated October 5, 20221-132654.3X
4(p)CenterPoint Energy’s Form 8-K dated August 4, 20231-314474.1X
4(hh)4(q)X
4(ii)4(r)X
4(jj)4(s)X
Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, the Registrants have not filed as exhibits to this Form 10-K certain long-term debt instruments, including indentures, under which the total amount of securities authorized does not exceed 10% of the total assets of the Registrants and its subsidiaries on a consolidated basis. The Registrants hereby agree to furnish a copy of any such instrument to the SEC upon request.
 
Exhibit
Number
 DescriptionReport or Registration StatementSEC File or
Registration
Number
Exhibit
Reference
CenterPoint EnergyHouston ElectricCERC
*10(a)CenterPoint Energy’s Form 10-Q for the quarter ended March 31, 20111-3144710.3X
*10(b)(1)CenterPoint Energy’s Form 8-K dated December 22, 20081-3144710.1X
189


Exhibit
Number
DescriptionReport or Registration StatementSEC File or
Registration
Number
Exhibit
Reference
CenterPoint EnergyHouston ElectricCERC
*10(b)(2)CenterPoint Energy’s Quarterly Report on Form 10-Q for the quarter ended March 31, 20111-3144710.4X
*10(b)(3)CenterPoint Energy’s Quarterly Report on Form 10-Q for the quarter ended March 31, 20221-3144710.14X
*10(b)(4)CenterPoint Energy’s Quarterly Report on Form 10-Q for the quarter ended September 30, 20231-3144710.2X
*10(c)CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 20031-3144710.1X
*10(d)(1)CenterPoint Energy’s Form 8-K dated December 22, 20081-3144710.4X
*10(d)(2)CenterPoint Energy’s Quarterly Report on Form 10-Q for the quarter ended March 31, 20111-3144710.5X
207


Exhibit
Number
DescriptionReport or Registration StatementSEC File or
Registration
Number
Exhibit
Reference
CenterPoint EnergyHouston ElectricCERC
*10(e)(1)CenterPoint Energy’s Form 8-K dated December 22, 20081-3144710.3X
*10(e)(2)CenterPoint Energy’s Quarterly Report on Form 10-Q for the quarter ended March 31, 20111-3144710.6X
*10(e)(3)CenterPoint Energy’s Form 8-K dated December 9, 20191-3144710.1X
*10(e)(4)CenterPoint Energy’s Quarterly Report on Form 10-Q for the quarter ended March 31, 20221-3144710.18X
190


Exhibit
Number
DescriptionReport or Registration StatementSEC File or
Registration
Number
Exhibit
Reference
CenterPoint EnergyHouston ElectricCERC
*10(e)(5)CenterPoint Energy’s Quarterly Report on Form 10-Q for the quarter ended September 30, 20231-3144710.3X
†*10(e)(6)X
†*10(e)(7)X
*10(f)CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 20031-3144710.5X
10(g)(1)Stockholder’s Agreement dated as of July 6, 1995 between Houston Industries Incorporated and Time Warner Inc. Schedule 13-D dated July 6, 19955-193512X
10(g)(2)Amendment to Exhibit 10(g)(1) dated November 18, 1996HI’s Form 10-K for the year ended December 31, 19961-762910(x)(4)X
10(h)X
10(i)(1)Reliant Energy’s Form 10-Q for the quarter ended March 31, 20011-318710.1X
10(i)10(h)(2)CenterPoint Energy’s Form 10-K for the year ended December 31, 20021-3144710(bb)(5)X
10(i)10(h)(3)Reliant Energy’s Form 10-Q for the quarter ended March 31, 20011-318710.5X
10(i)10(h)(4)Reliant Energy’s Form 10-Q for the quarter ended March 31, 20011-318710.6X
10(i)10(h)(5)Reliant Energy’s Form 10-Q for the quarter ended March 31, 20011-318710.8X
208


Exhibit
Number
DescriptionReport or Registration StatementSEC File or
Registration
Number
Exhibit
Reference
CenterPoint EnergyHouston ElectricCERC
10(j)10(i)(1)CenterPoint Energy’s Form 10-K for the year ended December 31, 20021-3144710(cc)(1)X
191


Exhibit
Number
DescriptionReport or Registration StatementSEC File or
Registration
Number
Exhibit
Reference
CenterPoint EnergyHouston ElectricCERC
10(j)10(i)(2)CenterPoint Energy’s Form 10-K for the year ended December 31, 20021-3144710(cc)(2)X
10(j)10(i)(3)CenterPoint Energy’s Form 10-K for the year ended December 31, 20021-3144710(cc)(3)X
*10(k)10(j)(1)CenterPoint Energy’s Form 10-Q for the quarter ended June 30, 20031-3144710.2X
*10(k)10(j)(2)CenterPoint Energy’s Form 8-K dated February 20, 20081-3144710.4X
*10(l)10(k)(1)CenterPoint Energy’s Form 8-K dated February 20, 20081-3144710.3X
*10(l)(2)CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 20081-3144710.1X
*10(m)10(k)(2)CenterPoint Energy’s Form 8-K dated April 22, 20221-3144710.10X
*10(k)(3)CenterPoint Energy’s Form 10-Q for the quarter ended March 31, 20221-3144710.11X
*10(k)(4)CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 20231-3144710.1X
†*10(k)(5)X
*10(l)(1)

CenterPoint Energy’sEnergy Form 10-K for the year ended December 31, 201820211-3144710(m)10(l)X
*10(l)(2)CenterPoint Energy Form 10-K for the year ended December 31, 20221-3144710(l)(2)X
*10(n)10(m)(1)

CenterPoint Energy’s Form 10-Q for the quarter ended March 31, 2018
1-3144710.1X
192


Exhibit
Number
DescriptionReport or Registration StatementSEC File or
Registration
Number
Exhibit
Reference
CenterPoint EnergyHouston ElectricCERC
*10(n)10(m)(2)CenterPoint Energy’s Form 10-K for the year ended December 31, 20191-3144710(n)(2)X
10(o)10(n)CenterPoint Energy’s Form 10-Q for the quarter ended June 30, 20051-3144710.1XX
10(p)10(o)(1)CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 20081-3144710.2X
209


Exhibit
Number
DescriptionReport or Registration StatementSEC File or
Registration
Number
Exhibit
Reference
CenterPoint EnergyHouston ElectricCERC
10(p)10(o)(2)CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 20081-3144710.3X
*10(q)10(p)(1)CenterPoint Energy’s Schedule 14A dated March 13, 20091-31447AX
*10(q)10(p)(2)CenterPoint Energy’s Form 10-K for the year ended December 31, 20191-3144710(q)(2)X
*10(q)10(p)(3)CenterPoint Energy’s Form 10-Q for the quarter ended March 31, 2018
1-3144710.4X
*10(q)(4)CenterPoint Energy’s Form 8-K dated February 28, 20121-3144710.2X
*10(q)(5)CenterPoint Energy’s Form 10-K for the year ended December 31, 20191-3144710(q)(5)X
*10(q)(6)10(p)(4)CenterPoint Energy’s Form 8-K dated June 30, 20201-3144710.4X
*10(q)(7)CenterPoint Energy’s Form 10-Q for the quarter ended March 31, 2018
1-3144710.7X
*10(q)(8)10(p)(5)CenterPoint Energy’s Form 8-K dated June 30, 20201-3144710.2X
*10(q)(9)10(p)(6)CenterPoint Energy’s Form 8-K dated June 30, 20201-3144710.3X
*10(q)(10)10(p)(7)CenterPoint Energy’s Form 8-K/A dated June 30, 20201-3144710.1X
*10(q)(11)10(p)(8)CenterPoint Energy’s Form 8-K/A dated June 30, 20201-3144710.2X
*10(q)(12)10(p)(9)CenterPoint Energy’s Form 10-K for the year ended December 31, 20201-3144710(q)(12)X
210193


Exhibit
Number
 DescriptionReport or Registration StatementSEC File or
Registration
Number
Exhibit
Reference
CenterPoint EnergyHouston ElectricCERC
*10(q)(13)10(p)(10)CenterPoint Energy’s Form 10-K for the year ended December 31, 20201-3144710(q)(13)X
*10(q)(14)10(p)(11)CenterPoint Energy’s Form 8-K/A dated February 19, 20201-3144710.1X
†10(r)*10(p)(12)CenterPoint Energy’s Form 8-K dated July 20, 20211-3144710.1X
†10(s)X
*10(t)10(q)(1)CenterPoint Energy’s Form 8-K dated April 27, 20171-3144710.1X
*10(t)10(q)(2)CenterPoint Energy’s Form 10-K for the year ended December 31, 20201-3144710(t)(2)X
*10(u)10(q)(3)CenterPoint Energy’s Form 10-K for the year ended December 31, 20211-3144710(q)(3)X
*10(r)CenterPoint Energy’s Form 10-K for the year ended December 31, 20131-3144710(zz)X
*10(v)10(s)(1)Vectren’s Form 10-K for the year end December 31, 20011-1546710.32X
†*10(s)(2)X
*10(w)10(t)Vectren’s Form 8-K dated September 29, 20081-1546710.3X
*10(x)10(u)(1)Vectren’s Form 8-K dated December 17, 20081-1546710.2X
*10(y)10(u)(2)XVectren’s Form 8-K dated January 5, 20121-1546710.1X
*10(z)Vectren’s Form 10-K for the year end December 31, 20121-1546710.1X
*10(aa)10(v)Vectren’s Form 8-K dated December 17, 20081-1546710.1X
211194


Exhibit
Number
 DescriptionReport or Registration StatementSEC File or
Registration
Number
Exhibit
Reference
CenterPoint EnergyHouston ElectricCERC
*10(bb)10(w)Vectren’s Form 10-Q for the quarter ended September 30, 20131-1546710.1X
10(cc)CenterPoint Energy’s Form 8-K dated March 14, 20131-314472.1X
10(dd)CenterPoint Energy’s Form 8-K dated November 14, 20171-3144710.1X
10(ee)CenterPoint Energy’s Form 8-K dated June 22, 20161-3144710.2X
10(ff)CenterPoint Energy’s Form 8-K dated May 1, 20131-3144710.3X
10(gg)CenterPoint Energy’s Form 8-K dated May 1, 20131-3144710.4X
10(hh)

CERC’s Form 8-K dated May 27, 20141-1326510.1X
10(ii)

CERC’s Form 8-K dated May 27, 20141-1326510.2X
10(jj)CERC’s Form 8-K dated May 27, 20141-1326510.3X
10(kk)CenterPoint Energy’s Form 8-K dated January 28, 20161-3144710.1X
212


Exhibit
Number
DescriptionReport or Registration StatementSEC File or
Registration
Number
Exhibit
Reference
CenterPoint EnergyHouston ElectricCERC
10(ll)CenterPoint Energy’s Form 8-K dated February 18, 20161-3144710.2X
10(mm)CenterPoint Energy’s Form 8-K dated May 6, 20201-3144710.1X
10(nn)10(x)CenterPoint Energy’s Form 8-K dated June 30, 20201-3144710.1X
10(oo)10(y)CenterPoint Energy’s Form 8-K dated September 15, 20201-3144710.1X
10(pp)CenterPoint Energy’s Form 8-K dated February 16, 20211-3144710.1X
10(qq)10(z)CenterPoint Energy’s Form 8-K dated February 16, 20211-3144710.2X
10(aa)CenterPoint Energy’s Form 10-Q for the quarter ended June 30, 20211-3144710.8X
10(bb)CenterPoint Energy’s Form 10-Q for the quarter ended June 30, 20211-3144710.9X
*10(cc)(1)CenterPoint Energy’s Definitive Proxy Statement filed on March 11, 20221-31447Appendix AX
*10(cc)(2)CenterPoint Energy’s 8-K dated April 22, 20221-3144710.2X
*10(cc)(3)CenterPoint Energy’s 8-K dated April 22, 20221-3144710.3X
*10(cc)(4)CenterPoint Energy’s 8-K dated April 22, 20221-3144710.4X
*10(cc)(5)CenterPoint Energy’s 8-K dated April 22, 20221-3144710.5X
*10(cc)(6)CenterPoint Energy’s 8-K dated April 22, 20221-3144710.7X
*10(cc)(7)CenterPoint Energy’s 8-K dated April 22, 20221-3144710.8X
195


Exhibit
Number
DescriptionReport or Registration StatementSEC File or
Registration
Number
Exhibit
Reference
CenterPoint EnergyHouston ElectricCERC
*10(cc)(8)CenterPoint Energy’s 10-K for the year ended December 31, 20221-3144710(ee)(9)X
*10(cc)(9)CenterPoint Energy’s 10-K for the year ended December 31, 20221-3144710(ee)(10)X
*10(cc)(10)CenterPoint Energy’s Form 8-K dated March 15, 20231-3144710.2X
*10(cc)(11)CenterPoint Energy’s Form 8-K dated September 27, 20231-3144710.1X
*10(cc)(12)CenterPoint Energy’s Form 8-K dated September 27, 20231-3144710.2X
†*10(cc)(13)X
†*10(cc)(14)X
†*10(cc)(15)X
10(dd)(1)CenterPoint Energy’s 8-K dated December 6, 20221-3144710.1X
10(dd)(2)CenterPoint Energy’s Form 10-Q for the quarter ended June 30, 20231-3144710.1X
10(ee)CenterPoint Energy’s 8-K dated December 6, 20221-3144710.2X
196


Exhibit
Number
DescriptionReport or Registration StatementSEC File or
Registration
Number
Exhibit
Reference
CenterPoint EnergyHouston ElectricCERC
10(ff)CenterPoint Energy’s 8-K dated December 6, 20221-3144710.3X
10(gg)CenterPoint Energy’s 8-K dated December 6, 20221-3144710.4X
10(hh)CenterPoint Energy’s 10-K for the year-ended December 31, 20221-3144710(kk)X
10(ii)CenterPoint Energy’s Form 8-K/A dated January 3, 20231-3144710.1X
10(jj)CenterPoint Energy’s Form 8-K dated March 15, 20231-3144710.1X
10(kk)CenterPoint Energy’s Form 8-K dated March 15, 20231-3144710.1X
10(ll)CenterPoint Energy’s Form 8-K dated October 13, 20231-3144710.1X
2121.1X
†21.2X
†23.1.1X
†23.1.2X
†23.1.3X
†23.2X
†31.1.1X
†31.1.2X
197


Exhibit
Number
DescriptionReport or Registration StatementSEC File or
Registration
Number
Exhibit
Reference
CenterPoint EnergyHouston ElectricCERC
†31.1.3X
†31.2.1X
213


Exhibit
Number
†31.2.2
DescriptionReport or Registration StatementSEC File or
Registration
Number
Exhibit
Reference
CenterPoint EnergyHouston ElectricCERC
†31.2.2XX
†31.2.3X
†32.1.1X
†32.1.2X
†32.1.3X
†32.2.1X
†32.2.2X
†32.2.3X
†97.1X


†97.2X
†97.3X
99.1Part II,I, Item 81 of Enable Midstream Partners, LP’s Form 10-K10-Q for the yearquarter ended December 31, 2020September 30, 2021001-36413Item 81X
†101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documentXXX
†101.SCHInline XBRL Taxonomy Extension Schema DocumentXXX
†101.CALInline XBRL Taxonomy Extension Calculation Linkbase DocumentXXX
†101.DEFInline XBRL Taxonomy Extension Definition Linkbase DocumentXXX
†101.LABInline XBRL Taxonomy Extension Labels Linkbase DocumentXXX
198


Exhibit
Number
XDescriptionReport or Registration StatementSEC File or
Registration
Number
Exhibit
Reference
CenterPoint EnergyHouston ElectricCERC
†101.PREInline XBRL Taxonomy Extension Presentation Linkbase DocumentXXX
†104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

XXX

214199


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on the 25th20th day of February, 2021.2024.

CENTERPOINT ENERGY, INC.
(Registrant)
By:  /s/ David J. LesarJASON P. WELLS
Jason P. Wells
President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 20, 2024.

SignatureDavid J. LesarTitle
/s/  JASON P. WELLSPresident, Chief Executive Officer and
Jason P. WellsDirector (Principal Executive Officer and Director)
/s/  CHRISTOPHER A. FOSTERExecutive Vice President and Chief Financial Officer
Christopher A. Foster(Principal Financial Officer)
/s/  KRISTIE L. COLVINSenior Vice President and Chief Accounting Officer
Kristie L. Colvin(Duly Authorized Officer and Principal Accounting Officer)
/s/  WENDOLYNN MONTOYA CLOONANDirector
Wendolynn Montoya Cloonan
/s/  EARL M. CUMMINGSDirector
Earl M. Cummings
/s/ CHRISTOPHER H. FRANKLINDirector
Christopher H. Franklin
/s/  RAQUELLE W. LEWISDirector
Raquelle W. Lewis
/s/  THADDEUS J. MALIKDirector
Thaddeus J. Malik
/s/  THEODORE F. POUNDDirector
Theodore F. Pound
/s/  RICKY A. RAVENDirector
Ricky A. Raven
/s/  PHILLIP R. SMITHDirector
Phillip R. Smith
/s/  BARRY T. SMITHERMANDirector
Barry T. Smitherman

200



CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC
(Registrant)
By:/s/ LYNNAE K. WILSON
Lynnae K. Wilson
President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 25, 2021.20, 2024.

SignatureTitle
/s/ DAVID J. LESARLYNNAE K. WILSONPresident, Chief Executive Officer and
David J. LesarDirector (Principal Executive Officer and Director)
/s/  JASON P. WELLSExecutive Vice President and Chief
Jason P. WellsFinancial Officer (Principal Financial Officer)
/s/  KRISTIE L. COLVINSenior Vice President and Chief
Kristie L. ColvinAccounting Officer (Principal Accounting Officer)
/s/  MILTON CARROLLExecutive Chairman of the Board of Directors
Milton Carroll
/s/  LESLIE D. BIDDLEDirector
Leslie D. Biddle
/s/  WENDOLYNN MONTOYA CLOONANDirector
Wendolynn Montoya Cloonan
/s/  EARL M. CUMMINGSDirector
Earl M. Cummings
/s/  SCOTT J. MCLEANDirector
Scott J. McLean
/s/  MARTIN H. NESBITTDirector
Martin H. Nesbitt
/s/  THEODORE F. POUNDDirector
Theodore F. Pound
/s/  SUSAN O. RHENEYDirector
Susan O. Rheney
/s/  PHILLIP R. SMITHDirector
Phillip R. Smith
/s/  BARRY T. SMITHERMANDirector
Barry T. Smitherman

215



CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC
(Registrant)
By:/s/ KENNETH M. MERCADO
Kenneth M. Mercado
Manager

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 25, 2021.

SignatureTitle
/s/ KENNETH M. MERCADOManager, President, and Chief Executive Officer
(Kenneth M. Mercado)Lynnae K. Wilson(Principal Executive Officer)
/s/ JASON P. WELLSCHRISTOPHER A. FOSTERExecutive Vice President and Chief Financial Officer
(Jason P. Wells)Christopher A. Foster(Principal Financial Officer)
/s/ KRISTIE L. COLVINSenior Vice President and Chief Accounting Officer
(Kristie L. Colvin)Colvin(Duly Authorized Officer and Principal Accounting Officer)

CENTERPOINT ENERGY RESOURCES CORP.
(Registrant)
By:/s/ SCOTT E. DOYLEDARIN M. CARROLL
Scott E. DoyleDarin M. Carroll
President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 25, 2021.20, 2024.

SignatureTitle
/s/ SCOTT E. DOYLEDARIN M. CARROLLChairman, President, and Chief Executive Officer
(Scott E. Doyle)Darin M. Carroll(Principal Executive Officer and Director)
/s/ JASON P. WELLSCHRISTOPHER A. FOSTERExecutive Vice President and Chief Financial Officer
(Jason P. Wells)Christopher A. Foster(Principal Financial Officer)
/s/ KRISTIE L. COLVINSenior Vice President and Chief Accounting Officer
(Kristie L. Colvin)Colvin(Duly Authorized Officer and Principal Accounting Officer)

216201