0001130310 cnp:OGEMemberHoustonElectricMember cnp:OperationAndMaintenanceExpenseMember cnp:CenterpointEnergyMember 2019-01-01 2019-06-302019-03-31
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM 10-Q
(Mark One)
☑QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2019March 31, 2020
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE TRANSITION PERIOD FROM __________________ TO __________________

Commission file number 1-31447
CenterPoint Energy, Inc.
(Exact name of registrant as specified in its charter)
Texas 74-0694415
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
  
1111 LouisianaHoustonTexas77002
(Address of Principal Executive Offices) (Zip Code)
(713) 207-1111
Registrant's telephone number, including area code

Commission file number 1-3187
CenterPoint Energy Houston Electric, LLC
(Exact name of registrant as specified in its charter)
Texas 22-3865106
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
  
1111 LouisianaHoustonTexas77002
(Address of Principal Executive Offices) (Zip Code)
(713) 207-1111
Registrant's telephone number, including area code

Commission file number 1-13265
CenterPoint Energy Resources Corp.
(Exact name of registrant as specified in its charter)
Delaware 76-0511406
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
  
1111 LouisianaHoustonTexas77002
(Address of Principal Executive Offices) (Zip Code)
(713) 207-1111
Registrant's telephone number, including area code



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 valueCNPThe New York Stock Exchange
   Chicago Stock Exchange, Inc.
CenterPoint Energy, Inc.Depositary Shares for 1/20 of 7.00% Series B Mandatory Convertible Preferred Stock, $0.01 par valueCNP/PBThe New York Stock Exchange
CenterPoint Energy Houston Electric, LLC9.15% First Mortgage Bonds due 2021n/aThe New York Stock Exchange
CenterPoint Energy Houston Electric, LLC6.95% General Mortgage Bonds due 2033n/aThe New York Stock Exchange
CenterPoint Energy Resources Corp.6.625% Senior Notes due 2037n/aThe New York Stock Exchange

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 Noo
CenterPoint Energy Houston Electric, LLCYesþ Noo
CenterPoint Energy Resources Corp.Yesþ Noo

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 Noo
CenterPoint Energy Houston Electric, LLCYesþ Noo
CenterPoint Energy Resources Corp.Yesþ Noo

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 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.þoo☐☐
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 Exchange Act. 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☐ Noþ
CenterPoint Energy Houston Electric, LLCYes☐ Noþ
CenterPoint Energy Resources Corp.Yes☐ Noþ

Indicate the number of shares outstanding of each of the issuers’ classes of common stock as of July 26, 2019:May 1, 2020:
CenterPoint Energy, Inc. 502,218,696502,656,951shares of common stock outstanding, excluding 166 shares held as treasury stock
CenterPoint Energy Houston Electric, LLC 1,000common shares outstanding, all held by Utility Holding, LLC, a wholly-owned subsidiary of CenterPoint Energy, Inc.
CenterPoint Energy Resources Corp. 1,000shares 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 Instructions H(1)(a) and (b) of Form 10-Q and are therefore filing this form with the reduced disclosure format specified in General Instruction H(2) of Form 10-Q.

 


TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION 
Item 1. 
Financial Statements
1
  
CenterPoint Energy, Inc. Financial Statements (unaudited)
1
  
CenterPoint Energy Houston Electric, LLC Financial Statements (unaudited)
7
  
CenterPoint Energy Resources Corp. Financial Statements (unaudited)
13
  
Combined Notes to Unaudited Condensed Consolidated Financial Statements (unaudited)
19
  
(1) Background and Basis of Presentation
19
  
(2) New Accounting Pronouncements
21
  
(3) MergersHeld for Sale and AcquisitionsDiscontinued Operations
21
  
(4) Revenue Recognition
2425
  
(5) Employee Benefit Plans
28
  
(6) Regulatory Accounting
3129
  
(7) Derivative Instruments
3231
  
(8) Fair Value Measurements
3736
  
(9) Unconsolidated Affiliates
40
  
(10) Goodwill and Other Intangibles
4443
  
(11) Indexed Debt Securities (ZENS) and Securities Related to ZENS
4645
  
(12) Short-term Borrowings and Long-term Debt
4645
  
(13) Income Taxes
4947
  
(14) Commitments and Contingencies
5048
  
(15) Earnings Per Share
5452
  
(16) Reportable Segments
5453
  
(17) Supplemental Disclosure of Cash Flow Information
5856
  
(18) Related Party Transactions
5856
  
(19) LeasesEquity
5957
  
(20) Equity
62
(21) Subsequent Events
6459
Item 2. 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
6561
  
Recent Events
6561
  
Consolidated Results of Operations
6563
  
Results of Operations by Reportable Segment
7067
  
Certain Factors Affecting Future Earnings
8177
  
Liquidity and Capital Resources
8178
Item 3. 
Quantitative and Qualitative Disclosures about Market Risk
9293
Item 4. 
Controls and Procedures
9394
    
PART II. OTHER INFORMATION 
Item 1. 
Legal Proceedings
9495
Item 1A. 
Risk Factors
9495
Item 6. 
Exhibits
9497
  
Signatures
98101


i


GLOSSARY
ACE Affordable Clean Energy
ALJAdministrative Law Judge
AMA Asset Management Agreement
AMS Advanced Metering System
APSC Arkansas Public Service Commission
ARAMAverage rate assumption method
ARO Asset retirement obligation
ARP Alternative revenue program
ASC Accounting Standards Codification
ASU Accounting Standards Update
AT&T Common AT&T Inc. common stock
Athena Energy ServicesAthena Energy Services Buyer, LLC, a Delaware limited liability company and subsidiary of Energy Capital Partners, LLC
Bailey to Jones Creek ProjectA transmission project in the greater Freeport, Texas area, which includes enhancements to two existing substations and the construction of a new 345 kV double-circuit line to be located in the counties of Brazoria, Matagorda and Wharton
Bcf Billion cubic feet
Bond Companies Bond Company II, Bond 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 II CenterPoint Energy Transition Bond Company II, LLC, a wholly-owned subsidiary of Houston Electric
Bond Company III CenterPoint Energy Transition Bond Company III, LLC, a wholly-owned subsidiary of Houston Electric
Bond Company IV CenterPoint Energy Transition Bond Company IV, LLC, a wholly-owned subsidiary of Houston Electric
Brazos Valley ConnectionCARES Act A portion of the Houston region transmission project between Houston Electric’s Zenith substationCoronavirus Aid, Relief, and the Gibbons Creek substation owned by the Texas Municipal Power AgencyEconomic Security Act
CCR Coal Combustion Residuals
CECA Clean Energy Cost Adjustment
CECL Current expected credit losses
CEIPCenterPoint Energy Intrastate Pipelines, LLC, a wholly-owned subsidiary of CERC Corp.
CenterPoint Energy CenterPoint Energy, Inc., and its subsidiaries
CERC CERC Corp., together with its subsidiaries
CERC Corp. CenterPoint Energy Resources Corp.
CES CenterPoint Energy Services, Inc., a wholly-owned subsidiary of CERC Corp.
Charter Common Charter Communications, Inc. common stock
CIP Conservation Improvement Program
CME Chicago Mercantile Exchange
CNGCompressed Natural Gas
CNP Midstream CenterPoint Energy Midstream, Inc., a wholly-owned subsidiary of CenterPoint Energy
CODMChief Operating Decision Maker, the Registrants’ Chief Executive Officer
Common Stock CenterPoint Energy, Inc. common stock, par value $0.01 per share
CPCNCOVID-19 Certificate of Public ConvenienceNovel coronavirus disease 2019 and Necessityrelated global outbreak that was subsequently declared a pandemic by the World Health Organization
COVID-19 ERP
COVID-19 Electricity Relief Program

CPP Clean Power Plan

ii

GLOSSARY
CSIA Compliance and System Improvement Adjustment
DCRF Distribution Cost Recovery Factor
DRR Distribution Replacement Rider
DSMA Demand Side Management Adjustment
ECAEBITDA Environmental Cost AdjustmentEarnings before income taxes, depreciation and amortization
EDIT Excess deferred income taxes
EECR Energy Efficiency Cost Recovery
EECRF Energy Efficiency Cost Recovery Factor
EEFC Energy Efficiency Funding Component
EEFR Energy Efficiency Funding Rider

ii

GLOSSARY
ELG Effluent Limitation Guidelines
EMVEvaluation, measurement and valuation
Enable Enable Midstream Partners, LP
Enable GP Enable GP, LLC, Enable’s general partner
Enable Series A Preferred Units Enable’s 10% Series A Fixed-to-Floating Non-Cumulative Redeemable Perpetual Preferred Units, representing limited partner interests in Enable
Energy ServicesOffers competitive variable and fixed-priced physical natural gas supplies primarily to commercial and industrial customers and electric and natural gas utilities through CES and its subsidiary, CEIP
Energy Services Disposal GroupSubstantially all of the businesses within CenterPoint Energy’s and CERC’s Energy Services reporting unit that will be sold under the Equity Purchase Agreement
EPA Environmental Protection Agency
Equity Purchase AgreementEquity Purchase Agreement, dated as of February 24, 2020, by and between CERC Corp. and Athena Energy Services
ERCOT Electric Reliability Council of Texas
ESG Energy Systems Group, LLC, a wholly-owned subsidiary of Vectren
FERC Federal Energy Regulatory Commission
Fitch Fitch, Inc.
Form 10-Q Quarterly Report on Form 10-Q
FRP Formula Rate Plan
Gas Daily Platts gas daily indices
GenOnGenOn Energy, Inc.
GHG Greenhouse gases
GRIP Gas Reliability Infrastructure Program
GWh Gigawatt-hours
Houston Electric CenterPoint Energy Houston Electric, LLC and its subsidiaries
IDEM Indiana Department of Environmental Management
Indiana Electric Operations of SIGECO’s electric transmission and distribution services, and includes its power generating and wholesale power operations
Indiana Gas Indiana Gas Company, Inc., a wholly-owned subsidiary of Vectren
Indiana North Gas operations of Indiana Gas
Indiana South Gas operations of SIGECO
Indiana Utilities The combination of Indiana Electric, Indiana North and Indiana South
Infrastructure ServicesProvides underground pipeline construction and repair services through Vectren’s wholly-owned subsidiaries, Miller Pipeline, LLC and Minnesota Limited, LLC
Infrastructure Services Disposal GroupBusinesses within the Infrastructure Services reporting unit that were sold under the Securities Purchase Agreement
Interim Condensed Financial Statements Unaudited condensed consolidated interim financial statements and combined notes
Internal SpinThe series of internal transactions consummated on September 4, 2018 whereby CERC (i) contributed its equity investment in Enable consisting of Enable common units and its interests in Enable GP to CNP Midstream and (ii) transferred all of its interest in CNP Midstream to CenterPoint Energy
IRP Integrated Resource Plan
IRS Internal Revenue Service

iii

GLOSSARY
IURC Indiana Utility Regulatory Commission
kV Kilovolt
KWKilowatts
LIBOR London Interbank Offered Rate
MATSLNG Mercury and Air Toxics StandardsLiquefied Natural Gas
Merger The 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.
Merger Agreement Agreement and Plan of Merger, dated as of April 21, 2018, among CenterPoint Energy, Vectren and Merger Sub
Merger DateFebruary 1, 2019
Merger Sub Pacer Merger Sub, Inc., an Indiana corporation and wholly-owned subsidiary of CenterPoint Energy
MESCenterPoint Energy Mobile Energy Solutions, Inc., a wholly-owned subsidiary of CERC Corp.
MGP Manufactured gas plant
MISOMidcontinent Independent System Operator
MLP Master Limited Partnership

iii

GLOSSARY
MMBtu One million British thermal units
Moody’s Moody’s Investors Service, Inc.
MPSC Mississippi Public Service Commission
MPUC Minnesota Public Utilities Commission
MRT Enable Mississippi River Transmission, LLC
MW Megawatts
NGD Natural gas distribution business
NGLs Natural gas liquids
NOLsNet operating losses
NRG NRG Energy, Inc.
NYMEX New York Mercantile Exchange
NYSENew York Stock Exchange
OCC Oklahoma Corporation Commission
OGE OGE Energy Corp.
PBRC Performance Based Rate Change
PowerTeam ServicesPowerTeam Services, LLC, a Delaware limited liability company
PRPs Potentially responsible parties
PUCO Public Utilities Commission of Ohio
PUCT Public Utility Commission of Texas
Railroad Commission Railroad Commission of Texas
RCRA Resource Conservation and Recovery Act of 1976
Registrants CenterPoint Energy, Houston Electric and CERC, collectively
Reliant Energy Reliant Energy, Incorporated
REP Retail electric provider
Restoration Bond Company CenterPoint Energy Restoration Bond Company, LLC, a wholly-owned subsidiary of Houston Electric
Revised Policy StatementRevised Policy Statement on Treatment of Income Taxes
ROE Return on equity
ROU Right of use
RRA Rate Regulation Adjustment
RRIReliant Resources, Inc.
RSP Rate Stabilization Plan
SEC Securities and Exchange Commission
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 Bonds Transition and system restoration bonds

iv

GLOSSARY
Series A Preferred Stock CenterPoint Energy’s 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 Stock CenterPoint Energy’s 7.00% Series B Mandatory Convertible Preferred Stock, par value $0.01 per share, with a liquidation preference of $1,000 per share
SERPSeries C Preferred Stock Supplemental Executive Retirement PlanCenterPoint Energy’s Series C Mandatory Convertible Preferred Stock, par value $0.01 per share, with a liquidation preference of $1,000 per share
SIGECO Southern Indiana Gas and Electric Company, a wholly-owned subsidiary of Vectren
S&P S&P Global Ratings
SRC Sales Reconciliation Component
TBD To be determined
TCEH Corp. Formerly Texas Competitive Electric Holdings Company LLC, predecessor to Vistra Energy Corp. whose major subsidiaries include Luminant and TXU Energy
TCJA Tax reform legislation informally called the Tax Cuts and Jobs Act of 2017
TCOS Transmission Cost of Service

iv

TCRF
GLOSSARYTransmission Cost Recovery Factor
TDSIC Transmission, Distribution and Storage System Improvement Charge
TDU Transmission and distribution utility
Transition AgreementsServices Agreement, Employee Transition Agreement, Transitional Seconding Agreement and other agreements entered into in connection with the formation of Enable
TSCR Tax Savings Credit Rider
Utility Holding Utility Holding, LLC, a wholly-owned subsidiary of CenterPoint Energy
VCC Vectren Capital Corp., a wholly-owned subsidiary of Vectren
Vectren Vectren Corporation, a wholly-owned subsidiary of CenterPoint Energy as of the Merger DateFebruary 1, 2019
VEDO Vectren Energy Delivery of Ohio, Inc., a wholly-owned subsidiary of Vectren
VIE Variable interest entity
Vistra Energy Corp. Texas-based energy company focused on the competitive energy and power generation markets
VRP Voluntary Remediation Program
VUHI Vectren Utility Holdings, Inc., a wholly-owned subsidiary of Vectren
ZENS 2.0% Zero-Premium Exchangeable Subordinated Notes due 2029
ZENS-Related Securities As of both June 30, 2019March 31, 2020 and December 31, 2018,2019, consisted of AT&T Common and Charter Common
20182019 Form 10-K Annual Report on Form 10-K for the fiscal year ended December 31, 20182019

v

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-Q, 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.

The following are some of the factors that could cause actual results to differ from those expressed or implied by the Registrants’ forward-looking statements and apply to all Registrants unless otherwise indicated:

the performance of Enable, the amount of cash distributions CenterPoint Energy receives from Enable, Enable’s ability to redeem the Enable Series A Preferred Units in certain circumstances and the value of CenterPoint Energy’s interest in Enable, and factors that may have a material impact on such performance, cash distributions and value, including factors such as:

◦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;

◦economic effects of the recent 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 COVID-19 pandemic and its 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 behaviors 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;


vi

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;

the recording of impairment charges, including any impairment or loss associated with the sale of the Infrastructure Services and Energy Services Disposal Groups;

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;

the outcome of the pending Houston Electric rate case;

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

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

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

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;

tax legislation, including the effects of the CARES Act and of the TCJA (which includes any potential changes to interest deductibility) and uncertainties involving state commissions’ and local municipalities’ regulatory requirements and determinations regarding the treatment of EDIT and our rates;


vi

CenterPoint Energy’s and CERC’s ability to mitigate weather impacts through normalization or rate mechanisms, and the effectiveness of such mechanisms;

•
the timing and extent of changes in commodity prices, particularly natural gas and coal, and the effects of geographic and seasonal commodity price differentials on CERC and Enable;

the ability of CenterPoint Energy’s and CERC’s non-utility business operating in the Energy Services reportable segmentDisposal Group to effectively optimize opportunities related to natural gas price volatility and storage activities, including weather-related impacts;

actions by credit rating agencies, including any potential downgrades to credit ratings;

changes in interest rates and their impact on costs of borrowing and the valuation of CenterPoint Energy’s pension benefit obligation;

problems with 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 overruns 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;

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, and/or cost recovery of generation plant costs and related assets;

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 invest planned capital and the timely recovery of our investments, including those related to Indiana Electric’s generation transition plan;anticipated 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;

vii


our ability to control operation and maintenance costs;

the sufficiency of our insurance coverage, including availability, cost, coverage and terms and ability to recover claims;

the investment performance of CenterPoint Energy’s pension and postretirement benefit plans;

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, 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 and commodity risk management activities;

timely and appropriate regulatory actions, which include actions allowing securitization, for any future hurricanes or natural disasters or other recovery of costs,costs;

the ability of REPs, including costs associated with Hurricane Harvey;REP affiliates of NRG and Vistra Energy Corp., formerly known as TCEH Corp., to satisfy their obligations to CenterPoint Energy and Houston Electric;

CenterPoint Energy’s or Enable’s potential business strategies and strategic initiatives, including restructurings, joint ventures and acquisitions or dispositions of assets or businesses, including the proposed sale of CES, which CenterPoint Energy and Enable cannot assure will be completed or will have the anticipated benefits to CenterPoint Energy or Enable;

the performance of projects undertaken by our non-utility businesses and the success of efforts to realize value from, invest in and develop new opportunities and other factors affecting those non-utility businesses, including, but not limited to, the level of success in bidding contracts, fluctuations in volume and mix of contracted work, mix of projects received under blanket contracts, failure to properly estimate cost to construct projects or unanticipated cost increases in completion of the contracted work, changes in energy prices that affect demand for construction services and projects and cancellation and/or reductions in the scope of projects by customers and obligations related to warranties and guarantees;


vii

acquisition and merger activities involving us or our competitors, including the ability to successfully complete merger, acquisition and divestiture plans;

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

the outcome of litigation;

the abilitydevelopment of REPs,new opportunities and the performance of projects undertaken by ESG, including, REP affiliatesamong other factors, the level of NRGsuccess in bidding contracts and Vistra Energy Corp., formerly known as TCEH Corp.,cancellation and/or reductions in the scope of projects by customers, and obligations related to satisfy their obligations to CenterPoint Energywarranties and Houston Electric;guarantees;

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

the impact of alternate energy sources on the demand for natural gas;

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

the effective tax rates;

the transition to a replacement for the LIBOR benchmark interest rate;

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

•
other factors discussed in “Risk Factors” in Item 1A of Part I of the Registrants’ combined 20182019 Form 10-K, which are incorporated herein by reference, in Item 1A of Part II of this Form 10-Q and other reports the Registrants file from time to time with the SEC.

viii


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. Investors should note that the Registrants announce material financial information in SEC filings, press releases and public conference calls. Based on guidance from the SEC, the Registrants may use the Investors section of CenterPoint Energy’s website (www.centerpointenergy.com) to communicate with investors about the Registrants. It is possible that the financial and other information posted there could be deemed to be material information. The information on CenterPoint Energy’s website is not part of this combined Form 10-Q.

viiiix
Table of Contents

PART I. FINANCIAL INFORMATION

Item 1.     FINANCIAL STATEMENTS

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

Three Months Ended Six Months Ended Three Months Ended
June 30, June 30, March 31,
2019 2018 2019 2018 2020 2019
(in millions, except per share amounts)  
Revenues:           
Utility revenues$1,555
 $1,341
 $3,716
 $3,235
 $2,073
 $2,171
Non-utility revenues1,243
 845
 2,613
 2,106
 94
 58
Total2,798
 2,186
 6,329
 5,341
 2,167
 2,229
Expenses:           
Utility natural gas, fuel and purchased power264
 188
 999
 825
 609
 797
Non-utility cost of revenues, including natural gas910
 790
 2,161
 2,063
 64
 47
Operation and maintenance884
 578
 1,745
 1,147
 674
 748
Depreciation and amortization340
 342
 653
 656
 282
 300
Taxes other than income taxes113
 101
 239
 212
 136
 126
Goodwill Impairment 185
 —
Total2,511
 1,999
 5,797
 4,903
 1,950
 2,018
Operating Income287
 187
 532
 438
 217
 211
Other Income (Expense):           
Gain on marketable securities64
 22
 147
 23
Loss on indexed debt securities(68) (254) (154) (272)
Interest and other finance charges(134) (91) (255) (169)
Interest on Securitization Bonds(10) (14) (22) (30)
Equity in earnings of unconsolidated affiliates, net74
 58
 136
 127
Gain (loss) on marketable securities (144) 83
Gain (loss) on indexed debt securities 135
 (86)
Interest expense and other finance charges (139) (121)
Interest expense on Securitization Bonds (8) (12)
Equity in earnings (loss) of unconsolidated affiliates, net (1,475) 62
Interest income —
 12
Interest income from Securitization Bonds 1
 2
Other income, net11
 4
 31
 7
 13
 6
Total(63) (275) (117) (314) (1,617) (54)
Income (Loss) Before Income Taxes224
 (88) 415
 124
Income (Loss) from Continuing Operations Before Income Taxes (1,400) 157
Income tax expense (benefit)29
 (13) 51
 34
 (347) 14
Income (Loss) from Continuing Operations (1,053) 143
Income (loss) from discontinued operations (net of tax expense (benefit) of ($17) and $8, respectively) (146) 26
Net Income (Loss)195
 (75) 364
 90
 (1,199) 169
Preferred stock dividend requirement30
 —
 59
 —
 29
 29
Income (Loss) Available to Common Shareholders$165
 $(75) $305
 $90
 $(1,228) $140
           
Basic earnings (loss) per common share - continuing operations $(2.15) $0.23
Basic earnings (loss) per common share - discontinued operations (0.29) 0.05
Basic Earnings (Loss) Per Common Share$0.33
 $(0.17) $0.61
 $0.21
 (2.44) 0.28
Diluted earnings (loss) per common share - continuing operations $(2.15) $0.23
Diluted earnings (loss) per common share - discontinued operations (0.29) 0.05
Diluted Earnings (Loss) Per Common Share$0.33
 $(0.17) $0.61
 $0.21
 $(2.44) $0.28
    
Weighted Average Common Shares Outstanding, Basic502
 432
 502
 431
 502
 502
Weighted Average Common Shares Outstanding, Diluted505
 432
 504
 434
 502
 504

See Combined Notes to Unaudited Condensed Consolidated Financial Statements

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

Three Months Ended Six Months Ended Three Months Ended
June 30, June 30, March 31,
2019 2018 2019 2018 2020 2019
(in millions)(in millions)
Net income (loss)$195
 $(75) $364
 $90
 $(1,199) $169
Other comprehensive income (loss):           
Adjustment to pension and other postretirement plans (net of tax of $1, $-0-, $2 and $1)2
 2
 3
 3
Net deferred gain (loss) from cash flow hedges (net of tax of $-0-, $-0-, $-0- and $1)—
 (1) (1) 3
Reclassification of deferred loss from cash flow hedges realized in net income (net of tax of $-0-, $-0-, $-0- and $-0-)—
 —
 1
 —
Adjustment to pension and other postretirement plans (net of tax of $1 and $1) 1
 1
Net deferred loss from cash flow hedges (net of tax of $-0- and $-0-) —
 (1)
Reclassification of deferred loss from cash flow hedges realized in net income (net of tax of $-0- and $-0-) —
 1
Other comprehensive loss from unconsolidated affiliates (net of tax of $-0- and $-0-) (3) —
Total2
 1
 3
 6
 (2) 1
Comprehensive income (loss)$197
 $(74) $367
 $96
 (1,201) 170
Preferred stock dividend requirement 29
 29
Comprehensive income (loss) available to common shareholders $(1,230) $141

See Combined Notes to Unaudited Condensed Consolidated Financial Statements



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

ASSETS

June 30,
2019		 December 31,
2018		March 31,
2020		 December 31,
2019
(in millions)(in millions)
Current Assets:      
Cash and cash equivalents ($260 and $335 related to VIEs, respectively)$271
 $4,231
Cash and cash equivalents ($190 and $216 related to VIEs, respectively)$220
 $241
Investment in marketable securities687
 540
678
 822
Accounts receivable ($77 and $56 related to VIEs, respectively), less bad debt reserve of $27 and $18, respectively1,173
 1,190
Accrued unbilled revenues365
 378
Accounts receivable ($22 and $26 related to VIEs, respectively), less bad debt reserve of $30 and $21, respectively711
 702
Accrued unbilled revenues, less bad debt reserve of $3 and $-0-, respectively320
 469
Natural gas inventory212
 194
97
 209
Materials and supplies267
 200
278
 263
Non-trading derivative assets101
 100
Taxes receivable69
 —
93
 106
Prepaid expenses and other current assets ($33 and $34 related to VIEs, respectively)181
 192
Current assets held for sale1,647
 1,002
Prepaid expenses and other current assets ($19 and $19 related to VIEs, respectively)120
 123
Total current assets3,326
 7,025
4,164
 3,937
Property, Plant and Equipment:      
Property, plant and equipment29,552
 20,267
30,830
 30,324
Less: accumulated depreciation and amortization9,620
 6,223
9,852
 9,700
Property, plant and equipment, net19,932
 14,044
20,978
 20,624
Other Assets:      
Goodwill5,179
 867
4,697
 4,882
Regulatory assets ($895 and $1,059 related to VIEs, respectively)2,228
 1,967
Notes receivable – unconsolidated affiliate4
 —
Non-trading derivative assets44
 38
Regulatory assets ($758 and $788 related to VIEs, respectively)2,120
 2,117
Investment in unconsolidated affiliates2,470
 2,482
850
 2,408
Preferred units – unconsolidated affiliate363
 363
363
 363
Intangible assets, net370
 65
Non-current assets held for sale—
 962
Other273
 158
223
 236
Total other assets10,931
 5,940
8,253
 10,968
Total Assets$34,189
 $27,009
$33,395
 $35,529

See Combined Notes to Unaudited Condensed Consolidated Financial Statements



CENTERPOINT ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS – (continued)
(Unaudited)

LIABILITIES AND SHAREHOLDERS’ EQUITY

June 30,
2019		 December 31,
2018		March 31,
2020		 December 31,
2019
(in millions, except share amounts)(in millions, except share amounts)
Current Liabilities:      
Current portion of VIE Securitization Bonds long-term debt$349
 $458
$204
 $231
Indexed debt, net22
 24
18
 19
Current portion of other long-term debt117
 —
1,204
 618
Indexed debt securities derivative755
 601
758
 893
Accounts payable936
 1,240
739
 884
Taxes accrued158
 204
177
 239
Interest accrued157
 121
126
 158
Dividends accrued—
 187
Customer deposits126
 86
124
 124
Non-trading derivative liabilities33
 126
9
 7
Current liabilities held for sale383
 455
Other343
 255
300
 350
Total current liabilities2,996
 3,302
4,042
 3,978
Other Liabilities: 
  
 
  
Deferred income taxes, net3,805
 3,239
3,562
 3,928
Non-trading derivative liabilities18
 5
14
 15
Benefit obligations872
 796
746
 750
Regulatory liabilities3,467
 2,525
3,480
 3,474
Non-current liabilities held for sale—
 43
Other653
 402
751
 738
Total other liabilities8,815
 6,967
8,553
 8,948
Long-term Debt: 
  
 
  
VIE Securitization Bonds, net845
 977
710
 746
Other long-term debt, net13,276
 7,705
13,120
 13,498
Total long-term debt, net14,121
 8,682
13,830
 14,244
Commitments and Contingencies (Note 14)


 




 


Shareholders’ Equity: 
  
 
  
Cumulative preferred stock, $0.01 par value, 20,000,000 shares authorized


 




 


Series A Preferred Stock, $0.01 par value, $800 aggregate liquidation preference, 800,000 shares outstanding790
 790
790
 790
Series B Preferred Stock, $0.01 par value, $978 aggregate liquidation preference, 977,500 shares outstanding950
 950
950
 950
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 502,214,639 shares and 501,197,784 shares outstanding, respectively5
 5
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 502,647,495 shares and 502,242,061 shares outstanding, respectively5
 5
Additional paid-in capital6,065
 6,072
6,086
 6,080
Retained earnings552
 349
Retained earnings (accumulated deficit)(761) 632
Accumulated other comprehensive loss(105) (108)(100) (98)
Total shareholders’ equity8,257
 8,058
6,970
 8,359
Total Liabilities and Shareholders’ Equity$34,189
 $27,009
$33,395
 $35,529

See Combined Notes to Unaudited Condensed Consolidated Financial Statements

CENTERPOINT ENERGY, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
(Unaudited)
Six Months Ended June 30,Three Months Ended March 31,
2019 20182020 2019
(in millions)(in millions)
Cash Flows from Operating Activities:      
Net income$364
 $90
Adjustments to reconcile net income to net cash provided by operating activities:   
Net income (loss)$(1,199) $169
Adjustments to reconcile net income (loss) to net cash provided by operating activities:   
Depreciation and amortization653
 656
282
 300
Depreciation and amortization on assets held for sale—
 13
Amortization of deferred financing costs14
 18
7
 7
Amortization of intangible assets in non-utility cost of revenues12
 —
1
 9
Deferred income taxes(21) (12)(377) (14)
Unrealized gain on marketable securities(147) (23)
Loss on indexed debt securities154
 272
Goodwill impairment and loss from reclassification to held for sale214
 —
Goodwill impairment185
 —
Unrealized loss (gain) on marketable securities144
 (83)
Loss (gain) on indexed debt securities(135) 86
Write-down of natural gas inventory3
 1
3
 1
Equity in earnings of unconsolidated affiliates, net of distributions12
 (9)
Equity in (earnings) losses of unconsolidated affiliates1,475
 (62)
Distributions from unconsolidated affiliates

70
 74
Pension contributions(29) (64)(2) (2)
Changes in other assets and liabilities, excluding acquisitions:      
Accounts receivable and unbilled revenues, net463
 232
236
 138
Inventory10
 52
110
 120
Taxes receivable(69) (39)13
 —
Accounts payable(594) (246)(192) (332)
Fuel cost recovery78
 69
11
 58
Non-trading derivatives, net(71) 64
(53) (40)
Margin deposits, net(12) (9)21
 19
Interest and taxes accrued(88) (64)(95) (116)
Net regulatory assets and liabilities(77) 57
(38) (3)
Other current assets20
 (4)(5) 16
Other current liabilities(156) (13)(37) (101)
Other assets76
 (3)19
 58
Other liabilities(30) 60
1
 (39)
Other operating activities, net9
 8
3
 (5)
Net cash provided by operating activities574
 1,093
662
 271
Cash Flows from Investing Activities:      
Capital expenditures(1,169) (697)(664) (537)
Acquisitions, net of cash acquired(5,987) —
—
 (5,987)
Increase in notes receivable – unconsolidated affiliate(4) —
Distributions from unconsolidated affiliate in excess of cumulative earnings—
 30
7
 —
Proceeds from sale of marketable securities—
 398
Other investing activities, net11
 2
3
 (15)
Net cash used in investing activities(7,149) (267)(654) (6,539)
Cash Flows from Financing Activities:      
Decrease in short-term borrowings, net—
 (39)
Proceeds from (payments of) commercial paper, net2,221
 (1,188)(828) 2,692
Proceeds from long-term debt, net1,721
 997
—
 721
Payments of long-term debt(1,077) (230)(63) (994)
Long-term revolving credit facility135
 —
Long-term revolving credit facility, net1,050
 135
Debt issuance costs(9) (35)—
 (8)
Payment of dividends on Common Stock(288) (240)(145) (144)
Payment of dividends on Preferred Stock(60) —
(42) (43)
Distribution to ZENS note holders—
 (16)
Other financing activities, net(14) (5)(4) (14)
Net cash provided by (used in) financing activities2,629
 (756)(32) 2,345
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash(3,946) 70
Net Decrease in Cash, Cash Equivalents and Restricted Cash(24) (3,923)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period4,278
 296
271
 4,278
Cash, Cash Equivalents and Restricted Cash at End of Period$332
 $366
$247
 $355

See Combined Notes to Unaudited Condensed Consolidated Financial Statements

CENTERPOINT ENERGY, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED CHANGES IN EQUITY
(Unaudited)
 
Three Months Ended June 30, Six Months Ended June 30, Three Months Ended March 31,
2019 2018 2019 2018 2020 2019
Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount
(in millions of dollars and shares, except per share amounts)  
Cumulative Preferred Stock, $0.01 par value; authorized 20,000,000 shares                       
Balance, beginning of period2
 $1,740
 —
 $—
 2
 $1,740
 —
 $—
 2
 $1,740
 2
 $1,740
Balance, end of period2
 1,740
 —
 —
 2
 1,740
 —
 —
 2
 1,740
 2
 1,740
Common Stock, $0.01 par value; authorized 1,000,000,000 shares 
  
  
  
  
  
  
  
  
  
  
  
Balance, beginning of period502
 5
 431
 4
 501
 5
 431
 4
 502
 5
 501
 5
Issuances related to benefit and investment plans—
 —
 —
 —
 1
 —
 —
 —
 —
 —
 1
 —
Balance, end of period502
 5
 431
 4
 502
 5
 431
 4
 502
 5
 502
 5
Additional Paid-in-Capital     
  
      
  
      
  
Balance, beginning of period  6,060
  
 4,208
   6,072
  
 4,209
   6,080
  
 6,072
Issuances related to benefit and investment plans  5
  
 7
   (7)  
 6
   6
  
 (12)
Balance, end of period  6,065
  
 4,215
   6,065
  
 4,215
   6,086
  
 6,060
Retained Earnings   
  
  
    
  
  
Retained Earnings (Accumulated Deficit)    
  
  
Balance, beginning of period  518
  
 708
   349
  
 543
   632
  
 349
Net income  195
  
 (75)   364
  
 90
Common Stock dividends declared ($0.2875, $0.2775, $0.2875 and $0.2775 per share, respectively)  (144)  
 (120)   (144)  
 (120)
Series B Preferred Stock dividends declared ($17.5000, $-0-, $17.5000, and $-0- per share, respectively)  (17)   —
   (17)   —
Net income (loss)   (1,199)  
 169
Common Stock dividends declared ($0.2900 and $-0- per share, respectively)   (145)  
 —
Series A Preferred Stock dividends declared ($30.6250 and $-0- per share, respectively)   (25)   —
Series B Preferred Stock dividends declared ($17.5000 and $-0- per share, respectively)   (17)   —
Adoption of ASU 2016-13   (7)    
Balance, end of period  552
  
 513
   552
  
 513
   (761)  
 518
Accumulated Other Comprehensive Loss   
  
  
    
  
  
    
  
  
Balance, beginning of period  (107)  
 (63)   (108)  
 (68)   (98)  
 (108)
Other comprehensive income  2
  
 1
   3
  
 6
Other comprehensive income (loss)   (2)  
 1
Balance, end of period  (105)  
 (62)   (105)  
 (62)   (100)  
 (107)
Total Shareholders’ Equity  $8,257
  
 $4,670
   $8,257
  
 $4,670
   $6,970
  
 $8,216

 See Combined Notes to Unaudited Condensed Consolidated Financial Statements


CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC AND SUBSIDIARIES
(AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)
CONDENSED STATEMENTS OF CONSOLIDATED INCOME
(Unaudited)
Three Months Ended June 30, Six Months Ended June 30, Three Months Ended March 31,
2019 2018 2019 2018 2020 2019
(in millions)(in millions)
Revenues$765
 $854
 $1,451
 $1,609
 $634
 $686
Expenses: 
  
  
  
  
  
Operation and maintenance359
 351
 727
 693
 359
 368
Depreciation and amortization176
 262
 351
 495
 129
 175
Taxes other than income taxes61
 60
 123
 121
 64
 62
Total596
 673
 1,201
 1,309
 552
 605
Operating Income169
 181
 250
 300
 82
 81
Other Income (Expense): 
  
  
  
  
  
Interest and other finance charges(42) (36) (82) (69)
Interest on Securitization Bonds(10) (14) (22) (30)
Interest expense and other finance charges (41) (40)
Interest expense on Securitization Bonds (8) (12)
Interest income 1
 4
Interest income from Securitization Bonds 1
 2
Other income (expense), net6
 (3) 10
 (6) 3
 (2)
Total(46) (53) (94) (105) (44) (48)
Income Before Income Taxes123
 128
 156
 195
 38
 33
Income tax expense23
 27
 29
 42
 5
 6
Net Income$100
 $101
 $127
 $153
 $33
 $27

See Combined Notes to Unaudited Condensed Consolidated Financial Statements


CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC AND SUBSIDIARIES
(AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)
CONDENSED STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME
(Unaudited)
Three Months Ended June 30, Six Months Ended June 30, Three Months Ended March 31,
2019 2018 2019 2018 2020 2019
(in millions)(in millions)
Net income$100
 $101
 $127
 $153
 $33
 $27
Other comprehensive income:       
Net deferred gain (loss) from cash flow hedges (net of tax of $-0-, $-0-, $-0- and $1)—
 —
 (1) 4
Other comprehensive loss:    
Net deferred loss from cash flow hedges (net of tax of $-0- and $-0-) —
 (1)
Total—
 —
 (1) 4
 —
 (1)
Comprehensive income$100
 $101
 $126
 $157
 $33
 $26

See Combined Notes to Unaudited Condensed Consolidated Financial Statements


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

ASSETS
June 30,
2019		 December 31,
2018		March 31,
2020		 December 31,
2019
(in millions)(in millions)
Current Assets:      
Cash and cash equivalents ($260 and $335 related to VIEs, respectively)$260
 $335
Accounts and notes receivable ($77 and $56 related to VIEs, respectively), less bad debt reserve of $1 and $1, respectively327
 283
Cash and cash equivalents ($190 and $216 related to VIEs, respectively)$196
 $216
Accounts and notes receivable ($22 and $26 related to VIEs, respectively), less bad debt reserve of $1 and $1, respectively244
 238
Accounts and notes receivable–affiliated companies831
 20
11
 523
Accrued unbilled revenues122
 110
92
 117
Materials and supplies142
 135
157
 147
Taxes receivable13
 5
Prepaid expenses and other current assets ($33 and $34 related to VIEs, respectively)41
 61
Prepaid expenses and other current assets ($19 and $19 related to VIEs, respectively)36
 49
Total current assets1,736
 949
736
 1,290
Property, Plant and Equipment:      
Property, plant and equipment12,457
 12,148
13,058
 12,829
Less: accumulated depreciation and amortization3,762
 3,746
3,844
 3,797
Property, plant and equipment, net8,695
 8,402
9,214
 9,032
Other Assets: 
  
 
  
Regulatory assets ($895 and $1,059 related to VIEs, respectively)1,016
 1,124
Regulatory assets ($758 and $788 related to VIEs, respectively)891
 915
Other31
 32
29
 25
Total other assets1,047
 1,156
920
 940
Total Assets$11,478
 $10,507
$10,870
 $11,262

See Combined Notes to Unaudited Condensed Consolidated Financial Statements


















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

LIABILITIES AND MEMBER’S EQUITY
June 30,
2019		 December 31,
2018		March 31,
2020		 December 31,
2019
(in millions)(in millions)
Current Liabilities: 
  
 
  
Current portion of VIE Securitization Bonds long-term debt$349
 $458
$204
 $231
Accounts payable226
 262
259
 268
Accounts and notes payable–affiliated companies59
 78
175
 76
Taxes accrued63
 115
61
 123
Interest accrued82
 64
51
 69
Non-trading derivative liabilities—
 24
Other73
 89
78
 63
Total current liabilities852
 1,090
828
 830
Other Liabilities: 
  
 
  
Deferred income taxes, net1,010
 1,023
1,036
 1,030
Benefit obligations87
 91
72
 75
Regulatory liabilities1,286
 1,298
1,271
 1,288
Other69
 65
80
 69
Total other liabilities2,452
 2,477
2,459
 2,462
Long-term Debt: 
  
 
  
VIE Securitization Bonds, net845
 977
710
 746
Other, net3,971
 3,281
3,974
 3,973
Total long-term debt, net4,816
 4,258
4,684
 4,719
Commitments and Contingencies (Note 14)

 


 
Member’s Equity:      
Common stock—
 —
—
 —
Additional paid-in capital2,486
 1,896
2,486
 2,486
Retained earnings887
 800
428
 780
Accumulated other comprehensive loss(15) (14)(15) (15)
Total member’s equity3,358
 2,682
2,899
 3,251
Total Liabilities and Member’s Equity$11,478
 $10,507
$10,870
 $11,262

See Combined Notes to Unaudited Condensed Consolidated Financial Statements


CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC AND SUBSIDIARIES
(AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
(Unaudited)
Six Months Ended June 30,Three Months Ended March 31,
2019 20182020 2019
(in millions)(in millions)
Cash Flows from Operating Activities:      
Net income$127
 $153
$33
 $27
Adjustments to reconcile net income to net cash provided by operating activities: 
  
 
  
Depreciation and amortization351
 495
129
 175
Amortization of deferred financing costs5
 6
3
 3
Deferred income taxes(27) (38)(1) (15)
Changes in other assets and liabilities: 
  
 
  
Accounts and notes receivable, net(56) (107)19
 21
Accounts receivable/payable–affiliated companies(35) 78
(3) (32)
Inventory(7) (6)(10) 1
Accounts payable2
 (6)(2) 2
Taxes receivable(8) (23)—
 5
Interest and taxes accrued(34) (45)(80) (58)
Non-trading derivatives, net(25) —
—
 (25)
Net regulatory assets and liabilities(69) (59)(11) (44)
Other current assets18
 4
13
 13
Other current liabilities(4) (11)8
 (7)
Other assets10
 2
—
 3
Other liabilities(3) 2
8
 (1)
Other operating activities, net(5) (2)(3) (2)
Net cash provided by operating activities240
 443
103
 66
Cash Flows from Investing Activities: 
  
 
  
Capital expenditures(514) (441)(286) (258)
Increase in notes receivable–affiliated companies(794) (26)
Decrease (increase) in notes receivable–affiliated companies481
 (979)
Other investing activities, net(3) (1)(3) —
Net cash used in investing activities(1,311) (468)
Net cash provided by (used in) investing activities192
 (1,237)
Cash Flows from Financing Activities: 
  
 
  
Proceeds from long-term debt, net696
 398
—
 696
Payments of long-term debt(242) (230)(63) (175)
Decrease in notes payable–affiliated companies(1) (60)
Increase (decrease) in notes payable–affiliated companies133
 (1)
Dividend to parent(40) (63)(385) (24)
Contribution from parent590
 —
—
 590
Debt issuance costs(8) (4)—
 (7)
Other financing activities, net(1) 1
—
 (1)
Net cash provided by financing activities994
 42
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash(77) 17
Net cash provided by (used in) financing activities(315) 1,078
Net Decrease in Cash, Cash Equivalents and Restricted Cash(20) (93)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period370
 274
235
 370
Cash, Cash Equivalents and Restricted Cash at End of Period$293
 $291
$215
 $277

See Combined Notes to Unaudited Condensed Consolidated Financial Statements


CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC AND SUBSIDIARIES
(AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)
CONDENSED STATEMENTS OF CONSOLIDATED CHANGES IN EQUITY
(Unaudited)

Three Months Ended June 30, Six Months Ended June 30, Three Months Ended March 31,
2019 2018 2019 2018 2020 2019
Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount
(in millions, except share amounts)  
Common Stock 
  
  
  
  
  
  
  
  
  
  
  
Balance, beginning of period1,000
 $—
 1,000
 $—
 1,000
 $—
 1,000
 $—
 1,000
 $—
 1,000
 $—
Balance, end of period1,000
 —
 1,000
 —
 1,000
 —
 1,000
 —
 1,000
 —
 1,000
 —
Additional Paid-in-Capital   
  
  
    
  
  
    
  
  
Balance, beginning of period  2,486
  
 1,697
   1,896
  
 1,696
   2,486
  
 1,896
Contribution from Parent  —
   —
   590
   —
   —
   590
Other  —
   —
   —
   1
Balance, end of period  2,486
  
 1,697
   2,486
  
 1,697
   2,486
  
 2,486
Retained Earnings   
  
  
    
  
  
    
  
  
Balance, beginning of period  803
  
 693
   800
  
 673
   780
  
 800
Net income  100
  
 101
   127
  
 153
   33
  
 27
Dividend to parent  (16)   (31)   (40)   (63)   (385)   (24)
Balance, end of period  887
  
 763
   887
  
 763
   428
  
 803
Accumulated Other Comprehensive Income (Loss)               
Accumulated Other Comprehensive Loss        
Balance, beginning of period  (15)   4
   (14)   —
   (15)   (14)
Other comprehensive income (loss)  —
   —
   (1)   4
Other comprehensive loss   —
   (1)
Balance, end of period  (15)   4
   (15)   4
   (15)   (15)
Total Member’s Equity  $3,358
  
 $2,464
   $3,358
  
 $2,464
   $2,899
  
 $3,274

See Combined Notes to Unaudited Condensed Consolidated Financial Statements


CENTERPOINT ENERGY RESOURCES CORP. AND SUBSIDIARIES
(AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)
CONDENSED STATEMENTS OF CONSOLIDATED INCOME
(Unaudited)

Three Months Ended Six Months Ended Three Months Ended
June 30, June 30, March 31,
2019 2018 2019 2018 2020 2019
(in millions)(in millions)
Revenues:           
Utility revenues$503
 $487
 $1,688
 $1,630
 $996
 $1,195
Non-utility revenues839
 841
 2,022
 2,098
 15
 17
Total1,342
 1,328
 3,710
 3,728
 1,011
 1,212
Expenses: 
  
  
  
  
  
Utility natural gas190
 188
 815
 825
 472
 687
Non-utility cost of revenues, including natural gas769
 790
 1,940
 2,063
 6
 10
Operation and maintenance211
 217
 461
 455
 209
 233
Depreciation and amortization76
 72
 153
 145
 74
 73
Taxes other than income taxes38
 39
 87
 87
 50
 49
Total1,284
 1,306
 3,456
 3,575
 811
 1,052
Operating Income58
 22
 254
 153
 200
 160
Other Income (Expense): 
  
  
  
Interest and other finance charges(30) (33) (59) (62)
Other Expense:  
  
Interest expense and other finance charges (30) (29)
Other expense, net—
 (1) (3) (5) (4) (3)
Total(30) (34) (62) (67) (34) (32)
Income (Loss) From Continuing Operations Before Income Taxes28
 (12) 192
 86
Income tax expense (benefit)—
 (4) 26
 16
Income (Loss) From Continuing Operations28
 (8) 166
 70
Income from discontinued operations (net of tax of $-0-, $14, $-0- and $31, respectively)—
 44
 —
 96
Income From Continuing Operations Before Income Taxes 166
 128
Income tax expense 35
 18
Income From Continuing Operations 131
 110
Income (loss) from discontinued operations (net of tax expense (benefit) of ($11) and $8, respectively) (64) 28
Net Income$28
 $36
 $166
 $166
 $67
 $138

See Combined Notes to Unaudited Condensed Consolidated Financial Statements



CENTERPOINT ENERGY RESOURCES CORP. AND SUBSIDIARIES
(AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)
CONDENSED STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME
(Unaudited)

Three Months Ended Six Months Ended Three Months Ended
June 30, June 30, March 31,
2019 2018 2019 2018 2020 2019
(in millions)(in millions)
Net income$28
 $36
 $166
 $166
 $67
 $138
Comprehensive income$28
 $36
 $166
 $166
 $67
 $138

See Combined Notes to Unaudited Condensed Consolidated Financial Statements


CENTERPOINT ENERGY RESOURCES CORP. AND SUBSIDIARIES
(AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
 
ASSETS
June 30,
2019		 December 31,
2018		March 31,
2020		 December 31,
2019
(in millions)(in millions)
Current Assets:
      
Cash and cash equivalents$1
 $14
$1
 $2
Accounts receivable, less bad debt reserve of $21 and $17, respectively506
 894
Accrued unbilled revenues90
 268
Accounts receivable, less bad debt reserve of $24 and $15, respectively324
 322
Accrued unbilled revenues, less bad debt reserve of $2 and $-0-, respectively140
 249
Accounts and notes receivable–affiliated companies192
 120
11
 10
Materials and supplies71
 65
74
 71
Natural gas inventory159
 194
30
 135
Non-trading derivative assets101
 100
Current assets held for sale675
 691
Prepaid expenses and other current assets39
 115
8
 9
Total current assets1,159
 1,770
1,263
 1,489
Property, Plant and Equipment:      
Property, plant and equipment7,710
 7,431
8,210
 8,079
Less: accumulated depreciation and amortization2,306
 2,205
2,312
 2,270
Property, plant and equipment, net5,404
 5,226
5,898
 5,809
Other Assets: 
  
 
  
Goodwill867
 867
757
 757
Regulatory assets187
 181
192
 191
Non-trading derivative assets44
 38
Non-current assets held for sale—
 213
Other154
 132
40
 53
Total other assets1,252
 1,218
989
 1,214
Total Assets$7,815
 $8,214
$8,150
 $8,512

See Combined Notes to Unaudited Condensed Consolidated Financial Statements


















CENTERPOINT ENERGY RESOURCES CORP. AND SUBSIDIARIES
(AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
 
LIABILITIES AND STOCKHOLDER’S EQUITY

June 30,
2019		 December 31,
2018		March 31,
2020		 December 31,
2019
(in millions)(in millions)
Current Liabilities: 
  
 
  
Current portion of long-term debt$593
 $—
Accounts payable$406
 $856
235
 333
Accounts and notes payable–affiliated companies45
 50
48
 47
Taxes accrued51
 82
80
 84
Interest accrued38
 38
31
 38
Customer deposits74
 75
75
 74
Non-trading derivative liabilities28
 102
Current liabilities held for sale275
 368
Other132
 137
134
 167
Total current liabilities774
 1,340
1,471
 1,111
Other Liabilities: 
  
 
  
Deferred income taxes, net446
 406
498
 470
Non-trading derivative liabilities7
 5
Benefit obligations94
 93
80
 80
Regulatory liabilities1,234
 1,227
1,235
 1,219
Non-current liabilities held for sale—
 27
Other357
 329
411
 418
Total other liabilities2,138
 2,060
2,224
 2,214
Long-Term Debt2,397
 2,371
1,784
 2,546
Commitments and Contingencies (Note 14)


 




 

Stockholder’s Equity:      
Common stock—
 —
—
 —
Additional paid-in capital2,015
 2,015
2,116
 2,116
Retained earnings486
 423
545
 515
Accumulated other comprehensive income5
 5
10
 10
Total stockholder’s equity2,506
 2,443
2,671
 2,641
Total Liabilities and Stockholder’s Equity$7,815
 $8,214
$8,150
 $8,512


See Combined Notes to Unaudited Condensed Consolidated Financial Statements


CENTERPOINT ENERGY RESOURCES CORP. AND SUBSIDIARIES
(AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
(Unaudited)
Six Months Ended June 30,Three Months Ended March 31,
2019 20182020 2019
(in millions)(in millions)
Cash Flows from Operating Activities:      
Net income$166
 $166
$67
 $138
Less: Income from discontinued operations, net of tax—
 96
Income from continuing operations166
 70
Adjustments to reconcile income from continuing operations to net cash provided by operating activities: 
  
Adjustments to reconcile net income to net cash provided by operating activities: 
  
Depreciation and amortization153
 145
74
 73
Depreciation and amortization on assets held for sale—
 4
Amortization of deferred financing costs4
 4
3
 3
Deferred income taxes20
 9
23
 21
Goodwill impairment and loss from reclassification to held for sale132
 —
Write-down of natural gas inventory3
 1
3
 1
Changes in other assets and liabilities: 
  
 
  
Accounts receivable and unbilled revenues, net554
 339
169
 102
Accounts receivable/payable–affiliated companies(11) (14)—
 (18)
Inventory26
 58
114
 119
Accounts payable(442) (248)(159) (255)
Fuel cost recovery78
 69
9
 58
Interest and taxes accrued(31) (20)(11) (8)
Non-trading derivatives, net(62) 61
(54) (26)
Margin deposits, net(12) (9)21
 19
Net regulatory assets and liabilities15
 92
1
 19
Other current assets7
 7
(1) 7
Other current liabilities(21) 8
(13) (8)
Other assets(2) 4
18
 (12)
Other liabilities3
 52
(15) 10
Other operating activities, net1
 —
—
 1
Net cash provided by operating activities from continuing operations449
 628
Net cash provided by operating activities from discontinued operations—
 118
Net cash provided by operating activities449
 746
381
 248
Cash Flows from Investing Activities: 
  
 
  
Capital expenditures(322) (230)(176) (146)
Increase in notes receivable–affiliated companies(66) —
—
 (106)
Other investing activities, net2
 3
(1) 2
Net cash used in investing activities from continuing operations(386) (227)
Net cash provided by investing activities from discontinued operations—
 30
Net cash used in investing activities(386) (197)(177) (250)
Cash Flows from Financing Activities: 
  
 
  
Decrease in short-term borrowings, net—
 (39)
Proceeds from (payments of) commercial paper, net22
 (333)(172) 11
Proceeds from long-term debt—
 599
Dividends to parent(103) (211)(32) (20)
Debt issuance costs—
 (5)
Decrease in notes payable–affiliated companies—
 (570)
Other financing activities, net(2) (1)(1) (2)
Net cash used in financing activities from continuing operations(83) (560)
Net cash provided by financing activities from discontinued operations—
 —
Net cash used in financing activities(83) (560)(205) (11)
Net Decrease in Cash, Cash Equivalents and Restricted Cash(20) (11)(1) (13)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period25
 12
2
 25
Cash, Cash Equivalents and Restricted Cash at End of Period$5
 $1
$1
 $12

See Combined Notes to Unaudited Condensed Consolidated Financial Statements

CENTERPOINT ENERGY RESOURCES CORP. AND SUBSIDIARIES
(AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)
CONDENSED STATEMENTS OF CONSOLIDATED CHANGES IN EQUITY
(Unaudited)

Three Months Ended June 30, Six Months Ended June 30, Three Months Ended March 31,
2019 2018 2019 2018 2020 2019
Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount
(in millions, except share amounts)  
Common Stock                       
Balance, beginning of period1,000
 $—
 1,000
 $—
 1,000
 $—
 1,000
 $—
 1,000
 $—
 1,000
 $—
Balance, end of period1,000
 —
 1,000
 —
 1,000
 —
 1,000
 —
 1,000
 —
 1,000
 —
Additional Paid-in-Capital   
  
  
    
  
  
    
  
  
Balance, beginning of period  2,015
  
 2,527
   2,015
  
 2,528
   2,116
  
 2,015
Other  —
   1
   —
   —
Contribution from parent   —
   —
Balance, end of period  2,015
  
 2,528
   2,015
  
 2,528
   2,116
  
 2,015
Retained Earnings   
  
  
    
  
  
    
  
  
Balance, beginning of period  541
  
 618
   423
  
 574
   515
  
 423
Net income  28
  
 36
   166
  
 166
   67
  
 138
Dividend to parent  (83)  
 (125)   (103)  
 (211)   (32)  
 (20)
Adoption of ASU 2016-13   (5)   —
Balance, end of period  486
  
 529
   486
  
 529
   545
  
 541
Accumulated Other Comprehensive Income   
  
  
    
  
  
    
  
  
Balance, beginning of period  5
  
 6
   5
  
 6
   10
  
 5
Balance, end of period  5
  
 6
   5
  
 6
   10
  
 5
Total Stockholder’s Equity   $2,506
  
 $3,063
   $2,506
  
 $3,063
   $2,671
  
 $2,561

See Combined Notes to Unaudited Condensed Consolidated Financial Statements


CENTERPOINT ENERGY, INC. AND SUBSIDIARIES
CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC AND SUBSIDIARIES
CENTERPOINT ENERGY RESOURCES CORP. AND SUBSIDIARIES

COMBINED NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1) Background and Basis of Presentation

General. This combined Form 10-Q 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 the last paragraph in Note 12 to the Registrants’ Condensed 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-Q are the Interim Condensed Financial Statements of CenterPoint Energy, Houston Electric and CERC, which are referred to collectively as the Registrants. The Combined Notes to the Unaudited Condensed Consolidated Financial Statements apply to all Registrants and specific references to Houston Electric and CERC herein also pertain to CenterPoint Energy, unless otherwise indicated. The Interim Condensed Financial Statements are unaudited, omit certain financial statement disclosures and should be read with the Registrants’ financial statements included in the Registrants’ combined 20182019 Form 10-K.

Background. CenterPoint Energy, Inc. is a public utility holding company and owns interests in Enable as described below. 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. On the Merger Date, Vectren became a wholly-owned subsidiary of CenterPoint Energy.

As of June 30, 2019,March 31, 2020, CenterPoint Energy’s operating subsidiaries reported as continuing operations were as follows:

Houston Electric owns and operates electric transmission and distribution facilities in the Texas Gulf Coast area that includes the city of Houston; andHouston.

CERC (i) owns and operates natural gas distribution systems in six states6 states; (ii) owns and (ii) obtainsoperates permanent pipeline connections through interconnects with various interstate and offers competitive variableintrastate pipeline companies through CEIP; and fixed-price physical natural gas supplies(iii) provides temporary delivery of LNG and services primarily to commercial and industrial customers and electric and natural gas utilities in over 30CNG throughout the contiguous 48 states through its wholly-owned subsidiary, CES.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 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 near Dayton in west-central Ohio.

Vectren performs non-utility activities through:

Infrastructure Services, which provides underground pipeline construction and repair services through wholly-owned subsidiaries Miller Pipeline, LLC and Minnesota Limited, LLC and serves natural gas utilities across the United States, focusing on recurring integrity, station and maintenance work and opportunities for large transmission pipeline construction projects; and

ESG, which provides energy performance contracting and sustainable infrastructure services, such as renewables, distributed generation and combined heat and power projects.


As of June 30, 2019,March 31, 2020, CenterPoint Energy, indirectly through CNP Midstream, owned approximately 53.8%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.

As of June 30, 2019,March 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.


Basis of Presentation. The preparation of the Registrants’ 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.

The Interim Condensed Financial Statements reflect all normal recurring adjustments that are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the respective periods. Amounts reported in the Condensed Statements of Consolidated Income are not necessarily indicative of amounts expected for a full-year period due to the effects of, among other things, (a) seasonal fluctuations in demand for energy and energy services, (b) changes in energy commodity prices, (c) timing of maintenance and other expenditures and (d) acquisitions and dispositions of businesses, assets and other interests. Certain prior year amounts have been reclassified to conform to the current year presentation. See Note 9 for further discussion.

Concurrent with the completion of the Merger, CenterPoint Energy added two new reportable segments, Indiana Electric Integrated and Infrastructure Services, to its five reportable segments disclosed in the Registrants’ combined 2018 Form 10-K. Additionally, CenterPoint Energy’s Natural Gas Distribution reportable segment now includes the gas operations of SIGECO (Indiana South), Indiana Gas and VEDO and CenterPoint Energy’s Corporate and Other reportable segment now includes ESG. Houston Electric’s and CERC’s reportable segments were not impacted by the Merger. For a description of the Registrants’ reportable segments, see Note 16.

Significant Accounting Policies.Discontinued Operations. In addition to the significant accounting policies disclosed in the Registrants’ combined 2018 Form 10-K,On February 3, 2020, CenterPoint Energy, has adoptedthrough its subsidiary VUSI, entered into the following new or enhanced significant accounting policies subsequentSecurities Purchase Agreement to the consummation of the Merger:

Principles of Consolidation. Businesses withinsell the Infrastructure Services reportable segmentDisposal Group, which provide underground pipeline construction and repair services through wholly-owned subsidiaries Miller Pipeline, LLC and Minnesota Limited, LLC and serve natural gas utilities across the United States, focusing on recurring integrity, station and maintenance work and opportunities for customers that include NGD utilities. In accordance with consolidation guidance in ASC 980—Regulated Operations, costs incurred by NGD utilities for theselarge transmission pipeline construction and repair services are not eliminated in consolidation when capitalized and included in rate base by the NGD utility.projects. The transaction closed on April 9, 2020. See Note 3 for further information.

Guarantees.Additionally, on February 24, 2020, CenterPoint Energy, recognizes guarantee obligations at fair value. CenterPointthrough its subsidiary CERC Corp., entered into the Equity Purchase Agreement to sell the Energy discloses parent company guarantees of a subsidiary’s obligation when that guarantee resultsServices Disposal Group, which obtains and offers competitive variable and fixed-price physical natural gas supplies and services primarily to commercial and industrial customers and electric and natural gas utilities in over 30 states. The transaction is expected to close in the exposuresecond quarter of a material obligation of the parent company even if the probability of fulfilling such obligation is considered remote.2020. See Note 14(b).  3 for further information.

Income TaxesCOVID-19 Impacts.. Investment tax credits are deferredOn March 11, 2020, the World Health Organization declared the current COVID-19 outbreak to be a global pandemic, and amortizedon March 13, 2020, the United States declared a national emergency. In response to income overthese declarations and the approximate livesrapid 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 quarantine and “stay-at-home” orders in the Registrants’ service territories. The Registrants have experienced some resulting disruptions to their business operations, as these restrictions have significantly impacted many sectors of the related property.

MISO Transactions. Indiana Electric is a membereconomy, with businesses curtailing or ceasing normal operations. The ultimate impacts will depend on future developments, including, among others, the ultimate geographic spread of MISO. MISO-related purchasethe virus, the consequences of governmental and sale transactions are recorded using settlement information providedother measures designed to prevent the spread of the virus, the development of effective treatments, the duration of the outbreak, actions taken by the MISO. These purchasegovernmental authorities, customers, suppliers 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 Condensed Statements of Consolidated Income in Utility natural gas, fuel and purchased power, and net sales within that interval are recorded on CenterPoint Energy’s Condensed 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 probableother thirds parties, workforce availability, and the resettlement amount can be estimated. Revenues associatedtiming and extent to which normal economic and operating conditions resume. While the Registrants continue to assess the COVID-19 situation and cannot estimate with resettlements are recognized whenany degree of certainty the amount is determinablefull impact of the COVID-19 outbreak on their liquidity, financial condition and collectability is reasonably assured.future results of operations, the Registrants expect the COVID-19 situation to adversely impact future quarters. See Notes 5 and 6 for further information on COVID-19’s impact on the Registrants.






(2) New Accounting Pronouncements

The following table provides an overview of certain recently adopted or issued accounting pronouncements applicable to all the Registrants, unless otherwise noted.
Recently Adopted Accounting Standards
ASU Number and Name Description Date of Adoption 
Financial Statement Impact
upon Adoption
ASU 2016-02- Leases (Topic 842) and related amendments
ASU 2016-02 provides a comprehensive new lease model that requires lessees to recognize assets and liabilities for most leases and would change certain aspects of lessor accounting.
Transition method: modified retrospective
January 1, 2019The Registrants adopted the standard and recognized a right-of-use asset and lease liability on their statement of financial position with no material impact on their results of operations and cash flows. See Note 19 for more information.
Issued, Not Yet Effective Accounting Standards
ASU Number and NameDescriptionEffective Date
Financial 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:method: modified retrospective
 
January 1, 2020
Early adoption is permitted
 
The Registrants are currently assessingadopted the standard and recognized a cumulative-effect adjustment of the transition to opening retained earnings and allowance for doubtful accounts with no impact that this standard will have on their financial position, results of operations and cash flows and disclosures.flows. See Note 4 for more information.

ASU 2018-13- Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement 
This standard eliminates, modifies and adds certain disclosure requirements for fair value measurements.
Transition methodmethod:: prospective for additions and one modification and retrospective for all other amendments
 
Adoption of eliminations and modifications as of September 30, 2018; Additions will be adopted2018 and additions as of January 1, 2020

 
The adoption of this standard did not impact the Registrants’ financial position, results of operations or cash flows. Note 8 reflects the disclosures modified and added upon adoption.

ASU 2018-15- Intangibles-Goodwill and Other- Internal-Use Software (Subtopic 350-40)
Accounting Standards Update (ASU) No. 2019-12: Income Taxes (Topic 740): Customer'sSimplifying the Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract
Income Taxes
This standard aligns accounting for implementation costs incurred in a cloud computing arrangement that is accounted for as a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The update also prescribes the balance sheet, income statement, and cash flow classification of the capitalized implementation costs and related amortization expense and requires additional quantitative and qualitative disclosures.
Transition method: retrospective or prospective
 
January 1, 2020This 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.
Early adoption is permittedTransition method: prospective for all amendments that apply to the Registrants

 TheJanuary 1, 2020
Upon adoption, of this standard will allow the Registrants are not required to capitalize certain implementation costs incurred in cloud computing arrangementsapply 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 accounted for as service contracts. The Registrants are currently assessingnot included in continuing operations (i.e., discontinued operations).  Additionally, CenterPoint Energy is no longer required to limit the impact that adoption of this standard will have on their financial position, results of operations, cash flows and disclosures.year-to-date tax benefit recognized when the year-to-date benefit exceeds the anticipated full year benefit.





Management believes that other recently adopted standards and recentlyor 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.

(3) MergersHeld for Sale and AcquisitionsDiscontinued Operations (CenterPoint Energy)Energy and CERC)

Merger with Vectren.Divestiture of Infrastructure Services (CenterPoint Energy). On the Merger Date, pursuant to the Merger Agreement,February 3, 2020, CenterPoint Energy, consummatedthrough its subsidiary VUSI, entered into the previously announced MergerSecurities Purchase Agreement to sell the Infrastructure Services Disposal Group. The transaction closed on April 9, 2020.

In February 2020, certain assets and acquired Vectrenliabilities representing the Infrastructure Services Disposal Group met the held for approximately $6 billion in cash. Each sharesale criteria and represented all of Vectren common stock issued and outstandingthe 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 at closing. The sale was canceledconsidered an asset sale for tax purposes, requiring net deferred tax liabilities of approximately $125 million as of March 31, 2020 to be excluded from the Infrastructure Services Disposal Group and convertedto be recognized as a deferred income tax benefit by CenterPoint Energy upon closing.

Upon classifying the Infrastructure Services Disposal Group as held for sale and in connection with the preparation of CenterPoint Energy’s financial statements for the three months ended March 31, 2020, CenterPoint Energy recorded a goodwill impairment of approximately $82 million, plus an additional loss of $14 million for cost to sell.

Because the Infrastructure Services Disposal Group met the held for sale criteria during the three months ended March 31, 2020 and the proposed sale was completed on April 9, 2020, all Infrastructure Services Disposal Group assets and liabilities as of March 31, 2020 have been classified as current assets and liabilities held for sale. The assets and liabilities 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.

Divestiture of Energy Services (CenterPoint Energy and CERC). On February 24, 2020, CenterPoint Energy, through its subsidiary CERC Corp., entered into the rightEquity Purchase Agreement to receive $72.00sell the Energy Services Disposal Group. This transaction does not include CEIP and its assets. The transaction is expected to close in cash per share, without interest. At the closing, each stock unit payable in Vectren common stock or whose value is determined with referencesecond quarter of 2020.

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 value of Vectren common stock, whether vested or unvested, was canceled with cash consideration paid inbusinesses within the reporting unit. In accordance with the termsEquity Purchase Agreement, CES will be 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 Merger Agreement. These amounts did not includetransaction resulting in the sale of membership units at closing. The sale will be considered an asset sale for tax purposes, requiring the net deferred tax asset of approximately $3 million as of March 31, 2020 to be included within the retained component of the reporting unit and to be recognized as a stub period cash dividenddeferred tax expense by CenterPoint Energy upon closing.

Upon classifying the Energy Services Disposal Group as held for sale and in connection with the preparation of $0.41145 per share, which was declared, with CenterPoint Energy’s consent, by Vectren’s boardand CERC’s respective financial statements for the three months ended March 31, 2020, CenterPoint Energy and CERC recorded a goodwill impairment of directorsapproximately $62 million and a loss on January 16, 2019,assets held for sale of approximately $70 million, plus an additional loss of $6 million for cost to sell recorded only at CenterPoint Energy.

Because the Energy Services Disposal Group met the held for sale criteria and paidthe proposed sale is expected to Vectren stockholdersbe completed within one year, all Energy Services Disposal Group assets and liabilities as of the record dateMarch 31, 2020 have been classified as current assets and liabilities held for sale. The assets and liabilities as of February 1,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.

Pursuant to the Merger AgreementThe assets and immediately subsequent to the closeliabilities of the Merger,Infrastructure Services and Energy Services Disposal Groups classified as held for sale in CenterPoint Energy’s and CERC’s Condensed Consolidated Balance Sheets, as applicable, include the following:
  March 31, 2020
  CenterPoint Energy CERC
  Infrastructure Services Disposal Group Energy Services Disposal Group Total Energy Services Disposal Group
  (in millions)
Receivables, net $216
 $355
 $571
 $355
Accrued unbilled revenues 57
 2
 59
 2
Natural gas inventory —
 52
 52
 52
Materials and supplies 6
 —
 6
 —
Non-trading derivative assets —
 213
 213
 213
Property, plant and equipment, net 313
 29
 342
 29
Goodwill 138
 —
 138
 —
Loss on assets held for sale —
 (70) (70) (70)
Other 242
 94
 336
 94
Total current assets held for sale $972
 $675
 $1,647
 $675
         
Accounts payable $46
 $206
 $252
 $206
Taxes accrued 2
 —
 2
 —
Non-trading derivative liabilities —
 36
 36
 36
Benefit obligations —
 4
 4
 4
Other 60
 29
 89
 29
Total current liabilities held for sale $108
 $275
 $383
 $275




  December 31, 2019
  CenterPoint Energy CERC
  Infrastructure Services Disposal Group Energy Services Disposal Group Total Energy Services Disposal Group
  (in millions)
Receivables, net $192
 $445
 $637
 $445
Accrued unbilled revenues 109
 8
 117
 8
Natural gas inventory —
 67
 67
 67
Materials and supplies 6
 —
 6
 —
Non-trading derivative assets —
 136
 136
 136
Other 4
 35
 39
 35
Total current assets held for sale 311
 691
 1,002
 691
Property, plant and equipment, net 295
 26
 321
 26
Goodwill 
 220
 62
 282
 62
Non-trading derivative assets —
 58
 58
 58
Other 234
 67
 301
 67
Total non-current assets held for sale 749
 213
 962
 213
Total assets held for sale $1,060
 $904
 $1,964
 $904
         
Accounts payable $45
 $299
 344
 $299
Taxes accrued 2
 —
 2
 —
Non-trading derivative liabilities —
 44
 44
 44
Other 40
 25
 65
 25
Total current liabilities held for sale 87
 368
 455
 368
Non-trading derivative liabilities —
 14
 14
 14
Benefit obligations —
 4
 4
 4
Other 16
 9
 25
 9
Total non-current liabilities held for sale 16
 27
 43
 27
Total liabilities held for sale $103
 $395
 $498
 $395

Because the Infrastructure Services and Energy Services Disposal Groups met the held for sale criteria and their disposals also represent a strategic shift to CenterPoint Energy cash settled $78 million in outstanding share-based awards issued prior to the Merger Date by Vectren to its employees.  Asand CERC, as applicable, they are reflected as discontinued operations on CenterPoint Energy’s and CERC’s Statements of Consolidated Income, as applicable, and as a result, prior periods have been recast to reflect the earnings or losses from such businesses as income from discontinued operations, net of tax.


A summary of the Merger,Infrastructure Services and Energy Services Disposal Groups presented in CenterPoint Energy assumed a liability for these share-based awards of $41 millionEnergy’s and recorded an incremental cost of $37 million in Operation and maintenance expenses on itsCERC’s Condensed Statements of Consolidated Income, during the six months ended June 30, 2019 for the accelerated vesting of the awards in accordance with the Merger Agreement.as applicable, is as follows:
  Three Months Ended March 31,
  2020 
2019 (1)
 2020 2019 2020 2019 2020 2019
  CenterPoint Energy CERC
  Infrastructure Services Disposal Group Energy Services Disposal Group Total Energy Services Disposal Group
  (in millions)
Revenues $222
 $146
 $886
 $1,242
 $1,108
 $1,388
 $886
 $1,242
Expenses:           —
    
Non-utility cost of revenues 44
 43
 808
 1,185
 852
 1,228
 808
 1,185
Operation and maintenance 163
 96
 20
 17
 183
 113
 20
 17
Depreciation and amortization —
 9
 —
 4
 —
 13
 —
 4
Taxes other than income taxes 1
 —
 1
 —
 2
 —
 1
 —
Total 208
 148
 829
 1,206
 1,037
 1,354
 829
 1,206
Income (loss) from Discontinued Operations before income taxes 14
 (2) 57
 36
 71
 34
 57
 36
Loss from classification to held for sale (2) 96
 —
 138
 —
 234
 —
 132
 —
Income tax expense (benefit) (5) —
 (12) 8
 (17) 8
 (11) 8
Net income (loss) from Discontinued Operations $(77) $(2) $(69) $28
 $(146) $26
 $(64) $28

(1)Reflects February 1, 2019 to March 31, 2019 results only due to the Merger.


(2)Loss from classification to held for sale is inclusive of goodwill impairment and, for CenterPoint Energy, its costs to sell.

Subsequent to the close of the Merger, CenterPoint Energy recognized severance totaling $61 millionand CERC have elected not 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 expensesseparately disclose discontinued operations on itstheir respective Condensed Statements of Consolidated Income during the six months ended June 30, 2019.

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 12 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 is being accounted for in accordance with ASC 805, Business Combinations, with CenterPoint Energy as the accounting acquirer of Vectren. IdentifiableCash Flows. Long-lived 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 energy 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 derived from costs including a return on investment of assets and liabilities included in rate base. 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 and liabilities acquired, nor the unaudited pro forma financial information, 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 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, have been determined using the income approach and the market approach.  The valuation of Vectren’s long-term debt is primarily considered a Level 2 fair value measurement. All other valuationsdepreciated or amortized once they are 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.

classified as held for sale. The following table presentssummarizes CenterPoint Energy’s and CERC’s cash flows from discontinued operations and certain supplemental cash flow disclosures related to the preliminary purchase price allocationInfrastructure Services and Energy Services Disposal Groups, as of June 30, 2019 (in millions):applicable:
Cash and cash equivalents $16
Other current assets 598
Property, plant and equipment, net 5,146
Identifiable intangibles 322
Regulatory assets 338
Other assets 151
Total assets acquired 6,571
Current liabilities 690
Regulatory liabilities 944
Other liabilities 860
Long-term debt 2,401
Total liabilities assumed 4,895
Net assets acquired 1,676
Goodwill 4,306
Total purchase price consideration $5,982
  Three Months Ended March 31,
  2020 2019 2020 2019 2020 2019
  CenterPoint Energy CERC
  Infrastructure Services Disposal Group Energy Services Disposal Group Energy Services Disposal Group
  (in millions)
Depreciation and amortization $—
 $9
 $—
 $4
 $—
 $4
Amortization of intangible assets in Non-utility cost of revenues —
 2
 —
 —
 —
 —
Write-down of natural gas inventory —
 —
 3
 1
 3
 1
Capital expenditures 16
 27
 1
 1
 1
 1
Non-cash transactions:            
Accounts payable related to capital expenditures 2
 3
 4
 6
 4
 6


Other Sale Related Matters (CenterPoint Energy and CERC). CES provides natural gas supply to CenterPoint Energy has not completedEnergy’s and CERC’s NGD under contracts executed in a final valuation analysis necessarycompetitive 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 determinebe the fair market values of all of Vectren’s assets and liabilities ortransportation provider for these customers as long as these customers retain a relationship with the allocation of its purchase price. The final allocation could differ materially from this preliminary purchase price allocation and, as such, no assurances can be provided regarding the preliminary purchase accounting. The final allocation may include changes in the fair value of (1) property, plant and equipment, (2) intangible assets and goodwill, (3) deferred taxes, (4) regulatory assets and liabilities, (5) long-term debt and (6) other assets and liabilities. Changes in the preliminary purchase price allocation since the initial estimates reported in the first quarter of 2019 primarily included additional information obtained related to intangible assets.divested CES business.


The excess of the purchase price over the estimated fair values of the assets acquiredRevenues and liabilities assumed is recognized as goodwill, which is primarily attributable to significant potential strategic benefits toexpenses incurred by CenterPoint Energy including growth opportunitiesand CERC for more rate-regulated investment, more customers for existing productsnatural gas transportation and services and additional products and services for existing customers. Additionally, CenterPoint Energy believes the Merger will increase geographic and business diversitysupply are as well as scale in attractive jurisdictions and economies. CenterPoint Energy anticipates that the value assigned to goodwill will not be deductible for tax purposes.follows:

  Three Months Ended March 31,
  2020 2019 2020 2019
  CenterPoint Energy CERC
  (in millions)
Transportation revenue $16
 $16
 $16
 $16
Natural gas expense 45
 64
 44
 63

The estimated fair value of the identifiable intangible assetsInfrastructure Services Disposal Group provides pipeline construction and related useful lives asrepair services to CenterPoint Energy’s and CERC’s NGD. In accordance with consolidation guidance in ASC 980—Regulated Operations, costs incurred by NGD utilities for these pipeline construction and repair services are not eliminated in consolidation when capitalized and included in rate base by the preliminary purchase price allocation include:
  Weighted Average Useful Lives Estimated Fair Value
  (in years) (in millions)
Operation and maintenance agreements 24 $12
Customer relationships 18 220
Construction backlog 1 28
Trade names 10 62
Total   $322


Amortization expense related to the operationNGD utility. Amounts charged for these services that are not capitalized are included primarily in Operation and maintenance agreements and construction backlog was $3 million and $12 million, inclusive of a $4 million benefit related to a cumulative catch-up for remeasurement of the purchase price allocation, for the three and six months ended June 30, 2019, respectively, and is included in Non-utility cost of revenues, including natural gas onexpenses. Fees incurred by CenterPoint Energy’s Condensed Statements of Consolidated Income. Amortization expense related to customer relationships and trade names was $5 millionCERC’s NGD for pipeline construction and $8 million for the three and six months ended June 30, 2019, respectively, and is included in Depreciation and amortization expense on CenterPoint Energy’s Condensed Statements of Consolidated Income.

The results of operations for Vectren included in CenterPoint Energy’s Interim Condensed Financial Statements from the Merger Daterepair services are as follows:
  
Three Months Ended
 June 30, 2019
 
Six Months Ended
 June 30, 2019
  (in millions)
Operating revenues $688
 $1,161
Net income 38
 19


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. 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.
  Three Months Ended June 30, Six Months Ended June 30, 
  2019 2018 2019 2018 
  (in millions) 
Operating revenues $2,798
 $2,830
 $6,575
 $6,644
 
Net income (loss) 199
 (24)(1)371
(2)83
(3)
  Three Months Ended March 31,
  2020 
2019 (1)
 2020 
2019 (1)
  CenterPoint Energy CERC
  (in millions)
Pipeline construction and repair services capitalized $34
 $19
 $—
 $1
Pipeline construction and repair service charges in operations and maintenance expense 1
 4
 1
 1


(1)Pro forma net income was adjustedRepresents charges for the period February 1, 2019 through March 31, 2019 only due to exclude $10 million and $27 million, respectively, of Vectren and CenterPoint Energy Merger-related transaction costs incurred in 2018 and reflected in the historical income statements.Merger.
(2)Pro forma net income was adjusted to exclude $37 million of Vectren Merger-related transaction costs incurred in 2019.

(3)Pro forma net income was adjusted to include $46 million and $1 million, respectively, of Vectren and CenterPoint Energy Merger-related transaction costs incurred from July 1, 2018 to June 30, 2019.


CenterPoint Energy incurred integration costs in connection with the Merger of $40 million and $48 million for the three and six months ended June 30, 2019, respectively, which were included in Operation and maintenance expenses in CenterPoint Energy’s Condensed Statements of Consolidated Income.

Acquisition of Utility Pipeline Construction Company. An acquisition was made during the six months ended June 30, 2019 by CenterPoint Energy’s Infrastructure Services reportable segment, 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 initial purchase price of $21 million is subject to change due to a working capital adjustment clause, and the purchase price allocation also is preliminary and subject to change. The results of operations for the acquired company have been included in the consolidated financial statements from the date of acquisition and are not significant to the consolidated financial results of CenterPoint Energy. 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.

(4) Revenue Recognition and Provision for Doubtful Accounts

In accordance with ASC 606, Revenue from Contracts with Customers, 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 following tables disaggregate revenues by reportable segment and major source:

CenterPoint Energy
  Three Months Ended June 30, 2019
  Houston Electric T&D (1) 
Indiana
 Electric Integrated (1)
 Natural Gas Distribution (1) Energy
Services (2)		 Infrastructure Services (2) Corporate and Other (2) Total
  (in millions)
Revenue from contracts $768
 $140
 $657
 $87
 $326
 $78
 $2,056
Derivatives income —
 —
 —
 768
 —
 —
 768
Other (3) (3) —
 3
 —
 —
 2
 2
Eliminations —
 —
 (10) (17) (1) —
 (28)
Total revenues $765
 $140
 $650
 $838
 $325
 $80
 $2,798
               
  Six Months Ended June 30, 2019
  Houston Electric T&D (1) 
Indiana
 Electric Integrated (1) (4)
 Natural Gas Distribution (1) (4) Energy
Services (2)		 Infrastructure Services (2) (4) Corporate and Other (2) (4) Total
  (in millions)
Revenue from contracts $1,458
 $223
 $2,063
 $260
 $472
 $119
 $4,595
Derivatives income 3
 —
 —
 1,841
 —
 —
 1,844
Other (3)
 (7) —
 (4) —
 —
 3
 (8)
Eliminations —
 —
 (20) (81) (1) —
 (102)
Total revenues $1,454
 $223
 $2,039
 $2,020
 $471
 $122
 $6,329


  Three Months Ended June 30, 2018
  Houston Electric T&D (1) Indiana
Electric Integrated (1)		 Natural Gas Distribution (1) Energy
Services (2)		 Infrastructure Services (2) Corporate and Other (2) Total
  (in millions)
Revenue from contracts $860
 $—
 $509
 $78
 $—
 $2
 $1,449
Derivatives income —
 —
 —
 782
 —
 —
 782
Other (3) (6) —
 (14) —
 —
 2
 (18)
Eliminations —
 —
 (8) (19) —
 —
 (27)
Total revenues $854
 $—
 $487
 $841
 $—
 $4
 $2,186
               
  Six Months Ended June 30, 2018
  Houston Electric T&D (1) Indiana
Electric Integrated (1)		 Natural Gas Distribution (1) Energy
Services (2)		 Infrastructure Services (2) Corporate and Other (2) Total
  (in millions)
Revenue from contracts $1,621
 $—
 $1,695
 $256
 $—
 $3
 $3,575
Derivatives income (4) —
 —
 1,889
 —
 —
 1,885
Other (3)
 (12) —
 (47) —
 —
 5
 (54)
Eliminations —
 —
 (18) (47) —
 —
 (65)
Total revenues $1,605
 $—
 $1,630
 $2,098
 $—
 $8
 $5,341

(1)Reflected in Utility revenues in the Condensed Statements of Consolidated Income.

(2)Reflected in Non-utility revenues in the Condensed Statements of Consolidated Income.

(3)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.

(4)Reflects revenues from Vectren subsidiaries for the period from February 1, 2019 to June 30, 2019.

Houston Electric
  Three Months Ended June 30, Six Months Ended June 30,
  2019 2018 2019 2018
  (in millions)
Revenue from contracts $768
 $860
 $1,458
 $1,621
Other (1)
 (3) (6) (7) (12)
Total revenues $765
 $854
 $1,451
 $1,609

(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.

CERC
  Three Months Ended June 30,
  2019 2018
  Natural Gas Distribution (1) 
Energy
 Services
 (2)
 Other Operations (2) Total Natural Gas Distribution (1) 
Energy
 Services
 (2)
 Other Operations (2) Total
  (in millions)
Revenue from contracts $510
 $87
 $—
 $597
 $509
 $78
 $—
 $587
Derivatives income —
 768
 —
 768
 —
 782
 —
 782
Other (3)
 3
 —
 —
 3
 (14) —
 —
 (14)
Eliminations (10) (16) —
 (26) (8) (19) —
 (27)
Total revenues $503
 $839
 $—
 $1,342
 $487
 $841
 $—
 $1,328
                 
  Six Months Ended June 30,
  2019 2018
  Natural Gas Distribution (1) 
Energy
 Services (2)
 Corporate and Other (2) Total Natural Gas Distribution (1) 
Energy
 Services (2)
 Corporate and Other (2) Total
  (in millions)
Revenue from contracts $1,708
 $260
 $1
 $1,969
 $1,695
 $256
 $—
 $1,951
Derivatives income —
 1,841
 —
 1,841
 —
 1,889
 —
 1,889
Other (3)
 —
 —
 —
 —
 (47) —
 —
 (47)
Eliminations (20) (80) —
 (100) (18) (47) —
 (65)
Total revenues $1,688
 $2,021
 $1
 $3,710
 $1,630
 $2,098
 $—
 $3,728

(1)Reflected in Utility revenues in the Condensed Statements of Consolidated Income.

(2)Reflected in Non-utility revenues in the Condensed Statements of Consolidated Income.

(3)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.

Revenues from Contracts with Customers

In accordance with ASC 606, Revenue from Contracts with Customers, 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 Disposal Group and Infrastructure Services Disposal Group, which are now reflected as discontinued operations and assets held for sale.

The following tables disaggregate revenues by reportable segment and major source:

CenterPoint Energy
  Three Months Ended March 31, 2020
  
Houston Electric
 T&D
 
Indiana
 Electric Integrated
 Natural Gas Distribution 
Corporate
 and Other
 Total
  (in millions)
Revenue from contracts $638
 $129
 $1,293
 $81
 $2,141
Other (1)
 —
 —
 25
 1
 26
Total revenues $638
 $129
 $1,318
 $82
 $2,167

  Three Months Ended March 31, 2019
  
Houston Electric
 T&D
 Indiana
Electric Integrated (2)		 Natural Gas Distribution (2) 
Corporate
 and Other (2)
 Total
  (in millions)
Revenue from contracts $690
 $83
 $1,413
 $41
 $2,227
Other (1)
 (1) —
 2
 1
 2
Total revenues $689
 $83
 $1,415
 $42
 $2,229

(1)Primarily consists of income from ARPs, weather hedge gains (losses) 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 $1 million and $2 million for the three months ended March 31, 2020 and 2019, respectively.

(2)Reflects revenues from Vectren subsidiaries for the period from February 1, 2019 to March 31, 2019.

Houston Electric
 Three Months Ended March 31,
 2020 2019
 (in millions)
Revenue from contracts$638
 $690
Other (1)
(4) (4)
Total revenues$634
 $686

(1)Primarily consists of income from ARPs, weather hedge gains (losses) 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 not significant for the three months ended March 31, 2020 and 2019.

CERC
  Three Months Ended March 31,
  2020 2019
  Natural Gas Distribution 
Corporate
 and Other
 Total Natural Gas Distribution 
Corporate
 and Other
 Total
  (in millions)
Revenue from contracts $981
 $3
 $984
 $1,205
 $1
 $1,206
Other (1)
 27
 —
 27
 6
 —
 6
Total revenues $1,008
 $3
 $1,011
 $1,211
 $1
 $1,212

(1)Primarily consists of income from ARPs, weather hedge gains (losses) 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 not significant for the three months ended March 31, 2020 and 2019.

Houston Electric T&D (CenterPoint Energy and Houston Electric). Houston Electric distributes 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,the PUCT, 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 is recognized upon completion of service based on the tariff rates set by state regulators.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 state regulators.the PUCT. Payments are received on a monthly basis.

Indiana Electric Integrated (CenterPoint Energy). 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, is recognized as electricity is delivered and represents amounts both billed and unbilled. Customers are billed monthly and payment terms, set by the regulator, require payment within a month of billing.

Natural Gas Distribution (CenterPoint Energy and CERC). NaturalCERC distributes and transports     natural gas isdistributed and transported 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 satisfied at a point in time and revenue is recognized upon completion of service and 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.

Energy Services (CenterPoint Energy and CERC). The majority of CES natural gas sales contracts are considered a derivative, as the contracts typically have a stated minimum or contractual volume of delivery.

For contracts in which CES delivers the full requirement of the natural gas needed by the customer and a volume is not stated, a contract as defined under ASC 606 is created upon the customer’s exercise of its option to take natural gas. CES supplies natural gas to retail customers over time as customers consume the natural gas when delivered. For wholesale customers, CES supplies natural gas at a point in time because the wholesale customer is presumed to have storage capabilities. Control is transferred to both types of customers upon delivery of natural gas. Revenue is recognized on a monthly basis based on the estimated volume of natural gas delivered and the price agreed upon with the customer. Payments are received on a monthly basis.

AMAs are natural gas sales contracts under which CES also assumes management of a customer’s physical storage and/or transportation capacity. AMAs have two distinct performance obligations, which consist of natural gas sales and natural gas delivery because delivery could occur separate from the sale of natural gas (e.g., from storage to customer premises). Most AMAs’ natural gas sales performance obligations are accounted for as embedded derivatives. The transaction price is allocated between the sale of natural gas and the delivery based on the stand-alone selling price as stated in the contract. CES performs natural gas delivery over time as customers take delivery of the natural gas and recognizes revenue on an aggregated monthly basis based on the volume of natural gas delivered and the fees stated within the contract. Payments are received on a monthly basis.

Infrastructure Services (CenterPoint Energy). Infrastructure Services provides underground pipeline construction and repair services. The contracts are generally less than one year in duration and consist of fixed price, unit, and time and material customer contracts. Under unit or time and material contracts, Infrastructure Services performs construction and repair services under specific work-orders at prices established by master service agreements. The performance obligation is defined at the work-order level. These services are billed to customers monthly or more frequently for work completed based on units completed or the costs of time and material incurred and generally require payment within 30 days of billing. Infrastructure Services has the right to consideration from customers in an amount that corresponds directly with the performance obligation satisfied, and therefore recognizes revenue at a point in time in the amount to which it has the right to invoice, which results in accrued unbilled revenuesat the end of each accounting period.

Under fixed price contracts, Infrastructure Services performs larger scale construction and repair services. Each contract is typically accounted for as a single performance obligation. Services performed under fixed price contracts are typically billed per the terms of the contract, which can range from completion of specific milestones to scheduled billing intervals. Billings occur monthly or more frequently for work completed and generally require payment within 30 days of billing. Revenue for fixed price contracts is recognized over time as control is transferred using the input method, considering costs incurred relative to total expected cost. Total expected cost is therefore a significant judgment affecting the amount and timing of revenue recognition. Infrastructure Services’ revenues are not subject to significant returns, refunds or warranty obligations.

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 Condensed Consolidated Balance Sheets. On an aggregate basis asAs of June 30, 2019,March 31, 2020, the Registrants’CenterPoint Energy’s contract assets primarily relate to ESG contracts in the Infrastructure Services segment where revenue is recognized using the input method. The Registrants’ contract liabilities are included in Accounts payable and Other current liabilities in their Condensed Consolidated Balance Sheets. On an aggregate basis asAs of June 30, 2019, the Registrants’March 31, 2020, CenterPoint Energy’s contract liabilities primarily relate to ESG contracts where revenue is recognized using the input method.

The opening and closing balances of accounts receivable, other accrued unbilled revenue, contract assets and contract liabilities from contracts with customers from continuing operations for the sixthree months ended June 30, 2019March 31, 2020 are as follows:

CenterPoint Energy
 Accounts Receivable Other Accrued Unbilled Revenues 
Contract
Assets
 Contract Liabilities
 (in millions)
Opening balance as of December 31, 2019$566
 $469
 $6
 $30
Closing balance as of March 31, 2020612
 320
 13
 23
Increase (decrease)$46
 $(149) $7
 $(7)
 Accounts Receivable Other Accrued Unbilled Revenues 
Contract
Assets
 Contract Liabilities
 (in millions)
Opening balance as of December 31, 2018 (1)
$763
 $575
 $37
 $47
Closing balance as of June 30, 2019831
 362
 56
 54
Increase (decrease)$68
 $(213) $19
 $7


(1)Opening balances related to Vectren are as of February 1, 2019.

The amount of revenue recognized in the six-monththree-month period ended June 30, 2019March 31, 2020 that was included in the opening contract liability was $38$25 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 Receivable Other Accrued Unbilled Revenues Contract Liabilities
 (in millions)
Opening balance as of December 31, 2018$234
 $110
 $3
Closing balance as of June 30, 2019305
 122
 5
Increase$71
 $12
 $2
 Accounts Receivable Other Accrued Unbilled Revenues Contract Liabilities
 (in millions)
Opening balance as of December 31, 2019$210
 $117
 $3
Closing balance as of March 31, 2020209
 92
 8
Increase$(1) $(25) $5

The amount of revenue recognized in the six-monththree-month period ended June 30, 2019March 31, 2020 that was included in the opening contract liability was $2$1 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 Receivable Other Accrued Unbilled Revenues
 (in millions)
Opening balance as of December 31, 2018$282
 $263
Closing balance as of June 30, 2019191
 87
Decrease$(91) $(176)
 Accounts Receivable Other Accrued Unbilled Revenues
 (in millions)
Opening balance as of December 31, 2019$222
 $249
Closing balance as of March 31, 2020265
 140
Decrease$43
 $(109)

CERC does not have any opening or closing contract asset or contract liability balances.

Remaining Performance Obligations (CenterPoint Energy). The table below discloses (1) the aggregate amount 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) when CenterPoint Energy expects to recognize this revenue. Such contracts include fixed priceenergy performance and sustainable infrastructure services contracts of ESG, which are included in the Infrastructure Services reportable segment.Corporate and Other.
 Rolling 12 Months Thereafter Total
 (in millions)
Revenue expected to be recognized on contracts in place as of June 30, 2019:     
Fixed price (bid)$317
 $—
 $317
 $317
 $—
 $317
 Rolling 12 Months Thereafter Total
 (in millions)
Revenue expected to be recognized on contracts in place as of March 31, 2020:     
Corporate and Other$218
 $569
 $787
 $218
 $569
 $787


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.

Provision of Doubtful Accounts

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.

(5) Employee Benefit Plans

As a result of the Merger, CenterPoint Energy now maintains three additional qualified defined benefit pension plans which are closed to new participants, a non-qualified SERP and a postretirement benefit plan. The defined benefit pension plans cover eligible full-time regular employees of Vectren and are primarily non-contributory. The postretirement benefit plan provides health care and life insurance benefits to certain Vectren retirees, which are a combination of self-insured and fully insured programs, to eligible retirees on both a contributory and non-contributory basis.

CenterPoint Energy, through its Infrastructure Services reportable segment, participates in several industry wide multi-employer pension plans for its collective bargaining employees which provide for monthly benefits based on length of service. The risks of participating in multi-employer pension plans are different from the risks of participating in single-employer pension plans in the following respects: (1) assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other participating employers, (2) if a participating employer stops contributing to the plan, the unfunded obligations

of the plan allocable to such withdrawing employer may be borne by the remaining participating employers and (3) if CenterPoint Energy stops participation in some of its multi-employer pension plans, CenterPoint Energy may be required to pay those plans an amount based on its allocable share of the underfunded status of the plan, referred to as a withdrawal liability.

CenterPoint Energy, through Vectren, also acquired additional defined contribution retirement savings plans qualified under sections 401(a) and 401(k) of the Internal Revenue Code.

The Registrants’ net periodic cost, before considering amounts subject to overhead allocations for capital expenditure projects or for amounts subject to deferral for regulatory purposes, includes the following components relating to pension and postretirement benefits:

Pension Benefits (CenterPoint Energy)
 Three Months Ended June 30, Six Months Ended June 30, Three Months Ended March 31,
 2019 2018 2019 2018 2020 2019
 (in millions)(in millions)
Service cost (1) $10
 $9
 $20
 $18
 $10
 $10
Interest cost (2) 25
 19
 48
 39
 19
 23
Expected return on plan assets (2) (27) (26) (52) (53) (28) (25)
Amortization of prior service cost (2) 2
 2
 4
 4
 —
 2
Amortization of net loss (2) 13
 11
 26
 22
 10
 13
Settlement cost (3) 1
 —
 1
 —
Curtailment gain (4) —
 —
 (1) —
Curtailment gain (2) (3) —
 (1)
Net periodic cost $24
 $15
 $46
 $30
 $11
 $22

(1)Amounts presented in the table above are included in Operation and maintenance expense in each of the Registrants’ respective Condensed Statements of Consolidated Income, net of amounts capitalized and regulatory deferrals.

(2)Amounts presented in the table above are included in Other income (expense), net in each of the Registrants’ respective Condensed 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 June 2019, CenterPoint Energy recognized a non-cash settlement cost of $1 million due to lump sum settlement payments from Vectren pension plans.

(4)A curtailment gain or loss is required when the expected future services of a significant number of employees are reduced or eliminated for the accrual of benefits. In February 2019, CenterPoint Energy recognized a pension curtailment gain of $1 million related to Vectren employees whose employment was terminated after the Merger closed.


Postretirement Benefits
Three Months Ended June 30,Three Months Ended March 31,
2019 20182020 2019
CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERCCenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC
(in millions)(in millions)
Service cost (1)$—
 $—
 $1
 $1
 $—
 $—
$—
 $—
 $—
 $1
 $—
 $—
Interest cost (2)4
 2
 1
 4
 2
 1
3
 1
 1
 4
 2
 1
Expected return on plan assets (2)(1) (1) (1) (2) (1) (1)(1) (1) —
 (2) (1) —
Amortization of prior service cost (credit) (2)(1) (2) —
 (1) (2) 1
(1) (1) —
 (1) (1) —
Net periodic cost (income)$2
 $(1) $1
 $2
 $(1) $1
$1
 $(1) $1
 $2
 $—
 $1
           
Six Months Ended June 30,
2019 2018
CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC
(in millions)
Service cost (1)$1
 $—
 $1
 $1
 $—
 $—
Interest cost (2)8
 4
 2
 7
 4
 2
Expected return on plan assets (2)(3) (2) (1) (3) (2) (1)
Amortization of prior service cost (credit) (2)(2) (3) —
 (2) (3) 1
Net periodic cost (income)$4
 $(1) $2
 $3
 $(1) $2


(1)Amounts presented in the tables above are included in Operation and maintenance expense in each of the Registrants’ respective Condensed Statements of Consolidated Income, net of amounts capitalized and regulatory deferrals.

(2)Amounts presented in the tables above are included in Other income (expense), net in each of the Registrants’ respective Condensed Statements of Consolidated Income, net of regulatory deferrals.

The table below reflects the expected contributions to be made to the pension and postretirement benefit plans during 2019:2020:
 CenterPoint Energy Houston Electric CERC
 (in millions)
Expected minimum contribution to pension plans during 2019$94
 $—
 $—
Expected contribution to postretirement benefit plans in 201920
 10
 4
 CenterPoint Energy Houston Electric CERC
 (in millions)
Expected minimum contribution to pension plans during 2020$83
 $—
 $—
Expected contribution to postretirement benefit plans in 202017
 10
 4

The table below reflects the contributions made to the pension and postretirement benefit plans during 2019:2020:
 Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Three Months Ended March 31, 2020
 CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC
 (in millions)(in millions)
Pension plans $27
 $—
 $—
 $29
 $—
 $—
 $2
 $—
 $—
Postretirement benefit plans 3
 2
 1
 8
 5
 2
 4
 2
 1



COVID-19 Impacts.  The Registrants remeasure the funded status of each plan as of December 31 each year, and at an interim period when a curtailment, settlement, or material plan amendment occurs.  On the measurement date, actuarial gains or losses are recognized in accumulated other comprehensive income, or when cost is recovered through regulated rates, as a regulatory asset or liability. During the three months ended March 31, 2020, the pension plan assets declined by approximately $171 million or 10% from December 31, 2019. The fair value of pension plan assets on the plan remeasurement date impacts the funded status, net period cost, and the required cash contributions; however, changes to pension plan assets do not impact the Condensed Statements of Consolidated Income or Condensed Consolidated Balance Sheets in interim periods when a plan remeasurement is not required. An interim remeasurement of the plans was not required, and therefore did not occur, during the three months ended March 31, 2020.

(6) Regulatory AccountingMatters

The following is a list of regulatory assetsEquity Return (CenterPoint Energy and liabilities reflected on the Registrants’ respective Condensed Consolidated Balance Sheets:
 June 30, 2019 December 31, 2018
 CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC
Regulatory Assets:(in millions)
Current regulatory assets (1)
$20
 $—
 $20
 $77
 $—
 $77
Non-current regulatory assets:           
Securitized regulatory assets895
 895
 —
 1,059
 1,059
 —
Unrecognized equity return (2)
(189) (189) —
 (213) (213) —
Unamortized loss on reacquired debt (3)
65
 65
 —
 68
 68
 —
Pension and postretirement-related regulatory asset (3)
697
 34
 28
 725
 33
 30
Hurricane Harvey restoration costs (3)
68
 64
 4
 68
 64
 4
Regulatory assets related to TCJA (3) (4)
30
 23
 7
 33
 23
 10
Asset retirement obligation (3)
140
 25
 90
 109
 24
 85
Other regulatory assets-not earning a return (5)133
 74
 28
 81
 55
 26
Other regulatory assets389
 25
 30
 37
 11
 26
Total non-current regulatory assets2,228
 1,016
 187
 1,967
 1,124
 181
Total regulatory assets2,248
 1,016
 207
 2,044
 1,124
 258
Regulatory Liabilities:           
Current regulatory liabilities (6)55
 5
 43
 38
 17
 21
Non-current regulatory liabilities:           
Regulatory liabilities related to TCJA (4)1,616
 834
 453
 1,323
 847
 476
Estimated removal costs1,415
 271
 629
 886
 269
 617
Other regulatory liabilities436
 181
 152
 316
 182
 134
Total non-current regulatory liabilities3,467
 1,286
 1,234
 2,525
 1,298
 1,227
Total regulatory liabilities3,522
 1,291
 1,277
 2,563
 1,315
 1,248
Total regulatory assets and liabilities, net$(1,274) $(275) $(1,070) $(519) $(191) $(990)
Houston Electric)

(1)Current regulatory assets are included in Prepaid expenses and other current assets in the Registrants’ respective Condensed Consolidated Balance Sheets.

As of March 31, 2020, CenterPoint Energy and Houston Electric have not recognized an allowed equity return of $162 million because such return will be recognized as it is recovered in future rates. The timing of CenterPoint Energy’s and Houston Electric’s recognition of the equity return will vary each period based on amounts actually collected during that period. The unrecognized
(2)The unrecognized equity return will be recognized as it is recovered in rates through 2024. The timing of CenterPoint Energy’s 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.

equity return will be recognized as it is recovered in rates through 2024. The actual amounts recognized are adjusted at least annually to correct any over-collections or under-collections during the preceding 12 months.
 Three Months Ended June 30, Six Months Ended June 30,
 2019 2018 2019 2018
 CenterPoint Energy Houston Electric CenterPoint Energy Houston Electric CenterPoint Energy Houston Electric CenterPoint Energy Houston Electric
 (in millions)
Allowed equity return recognized$13
 $13
 $24
 $24
 $24
 $24
 $45
 $45
  Three Months Ended March 31,
  2020 2019
  CenterPoint Energy Houston Electric CenterPoint Energy Houston Electric
  (in millions)
Allowed equity return recognized $6
 $6
 $11
 $11


(3)Substantially all of these regulatory assets are not earning a return.
Houston Electric Base Rate Case (CenterPoint Energy and Houston Electric)

(4)The EDIT and deferred revenues will be recovered or refunded to customers as required by tax and regulatory authorities.
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, Houston Electric filed a Stipulation and Settlement Agreement with the PUCT that provided for the following, among other things:

(5)Regulatory assets acquired in the Merger and not earning a return were recorded at fair value as of the Merger Date. Such fair value adjustments are recognized over time until the regulatory asset is recovered.
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. 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.

CenterPoint Energy 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.

COVID-19 Regulatory Matters

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. On 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 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 COVID-19 ERP will end on July 17, 2020, unless otherwise extended by the PUCT. Final claims for reimbursement must be submitted to transmission and distribution utilities not later than 90 days after the end of the COVID-19 ERP.  The transmission and distribution utilities riders will remain in place and reimbursements will continue after the end of the COVID-19 ERP has ended to complete cost recovery and disburse all reimbursement amounts or remaining balances.


(6)Current regulatory liabilities are included in Other current liabilities in each of the Registrants’ respective Condensed Consolidated Balance Sheets.
Similarly, regulatory authorities have issued orders addressing customer non-payment and disconnection. In Indiana, the IURC issued an order that, among other things, permits utilities to voluntarily suspend or waive late fees and reconnection fees and reconnect customers who have been disconnected due to non-payment, provided that such actions are taken on a non-discriminatory basis and apply to all customers.  Commissions in other states have issued similar orders. In CenterPoint Energy’s and CERC’s NGD service territories and for Indiana Electric, CenterPoint Energy and CERC, as applicable, have temporarily suspended disconnections for non-payment and will continue to support those customers who may need payment assistance, arrangements or extensions.

In the other states in which the Registrants operate, public utility commissions have authorized utilities to employ deferred accounting authority for certain COVID-19 related costs and savings. 

(7) 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 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.

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 is expected to close in the second quarter of 2020. The following disclosures include the Energy Services Disposal Group and are identified as held for sale or discontinued operations.

(a)Non-Trading Activities

Commodity Derivative Instruments (CenterPoint Energy and CERC). CenterPoint Energy, through its Indiana Utilities, and CERC, through CES,the Energy Services Disposal Group, enter into certain derivative instruments to mitigate the effects of commodity price movements. Certain financial instruments used to hedge portions of the natural gas inventory of the Energy Services reportable segmentDisposal Group are designated as fair value hedges for accounting purposes. Outstanding derivative instruments designated as economic hedges at the acquired Indiana Utilities hedge long-term variable rate natural gas purchases. The Indiana Utilities 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.

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. 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 20.19.

The table below summarizes the Registrants’ outstanding interest rate hedging activity:
 June 30, 2019 December 31, 2018March 31, 2020 December 31, 2019
Hedging Classification Notional PrincipalNotional Principal
 
CenterPoint
 Energy (1)
 
Houston
 Electric
 
CenterPoint
 Energy
 
Houston
 Electric
CenterPoint
 Energy (1)
 
Houston
 Electric
 
CenterPoint
 Energy (1)
 
Houston
 Electric
 (in millions)(in millions)
Economic hedge $84
 $—
 $—
 $—
$84
 $—
 $84
 $—
Cash flow hedge —
 —
 450
 450

(1)Relates to interest rate derivative instruments at SIGECO.

Weather Hedges (CenterPoint Energy and CERC). CenterPoint Energy and CERC have weather normalization or other rate mechanisms that largely mitigate the impact of weather on NGD in Arkansas, Indiana, Louisiana, Mississippi, Minnesota, Ohio and Oklahoma, as applicable. CenterPoint Energy’s and CERC’s NGD 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 NGD 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 NGD’s 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 NGD 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 days at 10-year normal weather. Houston Electric and Indiana Electric do not enter into weather hedges.


The tables below summarize CenterPoint Energy’s and CERC’s current weather hedge gain (loss) activity:
  Three Months Ended June 30,
  2019 2018
Texas Operations Winter Season Bilateral Cap CenterPoint Energy CERC Winter Season Bilateral Cap CenterPoint Energy CERC
  (in millions)
NGD 2018 – 2019 $9
 $—
 $—
 2017 – 2018 $8
 $—
 $—
Electric operations 2018 – 2019 8
 —
 —
 2017 – 2018 9
 —
 —
Total (1)     $—

$—

    $—

$—
  Six Months Ended June 30,
  2019 2018
Texas Operations Winter Season Bilateral Cap CenterPoint Energy CERC Winter Season Bilateral Cap CenterPoint Energy CERC
  (in millions)
NGD 2018 – 2019 $9
 $—
 $—
 2017 – 2018 $8
 $—
 $—
Electric operations 2018 – 2019 8
 3
 —
 2017 – 2018 9
 (4) —
Total (1)     $3
 $—
     $(4) $—

(1)Weather hedge gains (losses) are recorded in Revenues in the Condensed Statements of Consolidated Income.

(b)Derivative Fair Values and Income Statement Impacts

The following tables present information about derivative instruments and hedging activities. The first three tables provide a balance sheet overview of Derivative Assets and Liabilities, while the last two tables provide a breakdown of the related income statement impacts. The Energy Services Disposal Group’s derivative balances are reported in assets or liabilities held for sale. See Note 3 for further information.

Fair Value of Derivative Instruments and Hedged Items

CenterPoint Energy
 June 30, 2019 December 31, 2018 March 31, 2020 December 31, 2019
 Balance Sheet Location 
Derivative
Assets
Fair Value
 
Derivative
Liabilities
Fair Value
 
Derivative
Assets
Fair Value
 
Derivative
Liabilities
Fair Value
Balance Sheet Location 
Derivative
Assets
Fair Value
 
Derivative
Liabilities
Fair Value
 
Derivative
Assets
Fair Value
 
Derivative
Liabilities
Fair Value
 (in millions) (in millions)
Derivatives designated as cash flow hedges:        
Interest rate derivatives Current Liabilities: Non-trading derivative liabilities $—
 $—
 $—
 $24
Derivatives designated as fair value hedges:Derivatives designated as fair value hedges:        Derivatives designated as fair value hedges:        
Natural gas derivatives (1) (2) (3) Current Liabilities: Non-trading derivative liabilities 11
 —
 1
 7
Current Liabilities: Current liabilities held for sale 18
 —
 12
 —
Derivatives not designated as hedging instruments:Derivatives not designated as hedging instruments:        Derivatives not designated as hedging instruments:        
Natural gas derivatives (1) (2) (3) Current Assets: Non-trading derivative assets 103
 2
 103
 3
Current Assets: Current assets held for sale 215
 2
 139
 3
Natural gas derivatives (1) (2) (3) Other Assets: Non-trading derivative assets 44
 —
 38
 —
Other Assets: Non-current assets held for sale —
 —
 58
 —
Natural gas derivatives (1) (2) (3) Current Liabilities: Non-trading derivative liabilities 74
 148
 62
 173
Current Liabilities: Non-trading derivative liabilities —
 9
 —
 7
Natural gas derivatives (1) (2) (3) Other Liabilities: Non-trading derivative liabilities 16
 41
 16
 25
Current Liabilities: Current liabilities held for sale 113
 217
 73
 177
Natural gas derivatives (1) (2) (3)
Other Liabilities: Non-trading derivative liabilities —
 14
 —
 15
Natural gas derivatives (1) (2) (3)
Other Liabilities: Non-current liabilities held for sale —
 —
 10
 39
Interest rate derivatives Other Liabilities —
 8
 —
 —
Other Liabilities —
 26
 —
 10
Indexed debt securities derivative Current Liabilities —
 755
 —
 601
Current Liabilities —
 758
 —
 893
Total CenterPoint EnergyTotal CenterPoint Energy $248
 $954
 $220
 $833
Total CenterPoint Energy $346
 $1,026
 $292
 $1,144

(1)The fair value shown for natural gas contracts is comprised of derivative gross volumes totaling 2,1862,126 Bcf or a net 355232 Bcf long position and 1,6742,226 Bcf or a net 140374 Bcf long position as of June 30, 2019March 31, 2020 and December 31, 2018,2019, respectively. Certain natural gas contracts hedge basis risk only and lack a fixed price exposure.

(2)Natural gas contracts are presented on a net basis in CenterPoint Energy’s Condensed Consolidated Balance Sheets as they are subject to master netting arrangements. This netting applies to all undisputed amounts due or past due and causes derivative assets (liabilities) to be ultimately presented net in a liability (asset) account within CenterPoint Energy’s

Condensed Consolidated Balance Sheets. The net of total non-trading natural gas derivative assets and liabilities is detailed in the Offsetting of Natural Gas Derivative Assets and Liabilities table below.

(3)Derivative Assets and Derivative Liabilities include no material amounts related to physical forward transactions with Enable.

Houston Electric
    June 30, 2019 December 31, 2018
  Balance Sheet Location 
Derivative
Assets
Fair Value
 
Derivative
Liabilities
Fair Value
 
Derivative
Assets
Fair Value
 
Derivative
Liabilities
Fair Value
    (in millions)
Derivatives designated as cash flow hedges:        
Interest rate derivatives Current Liabilities: Non-trading derivative liabilities $—
 $—
 $—
 $24
Total Houston Electric $—
 $—
 $—
 $24

CERC
    June 30, 2019 December 31, 2018
  Balance Sheet Location 
Derivative
Assets
Fair Value
 
Derivative
Liabilities
Fair Value
 
Derivative
Assets
Fair Value
 
Derivative
Liabilities
Fair Value
    (in millions)
Derivatives designated as fair value hedges:        
Natural gas derivatives (1) (2) (3) Current Liabilities: Non-trading derivative liabilities $11
 $—
 $1
 $7
Derivatives not designated as hedging instruments:        
Natural gas derivatives (1) (2) (3) Current Assets: Non-trading derivative assets 103
 2
 103
 3
Natural gas derivatives (1) (2) (3) Other Assets: Non-trading derivative assets 44
 —
 38
 —
Natural gas derivatives (1) (2) (3) Current Liabilities: Non-trading derivative liabilities 74
 142
 62
 173
Natural gas derivatives (1) (2) (3) Other Liabilities: Non-trading derivative liabilities 16
 30
 16
 25
Total CERC $248
 $174
 $220
 $208


(1)The fair value shown for natural gas contracts is comprised of derivative gross volumes totaling 2,186 Bcf or a net 355 Bcf long position and 1,674 Bcf or a net 140 Bcf long position as of June 30, 2019 and December 31, 2018, respectively.  Certain natural gas contracts hedge basis risk only and lack a fixed price exposure.

(2)Natural gas contracts are presented on a net basis in CERC’s Condensed Consolidated Balance Sheets as they are subject to master netting arrangements. This netting applies to all undisputed amounts due or past due and causes derivative assets (liabilities) to be ultimately presented net in a liability (asset) account within CERC’s Condensed Consolidated Balance Sheets.due. The net of total non-trading natural gas derivative assets and liabilities is detailed in the Offsetting of Natural Gas Derivative Assets and Liabilities table below.

(3)Derivative Assets and Derivative Liabilities include no material amounts related to physical forward transactions with Enable.


CERC
    March 31, 2020 December 31, 2019
  Balance Sheet Location 
Derivative
Assets
Fair Value
 
Derivative
Liabilities
Fair Value
 
Derivative
Assets
Fair Value
 
Derivative
Liabilities
Fair Value
    (in millions)
Derivatives designated as fair value hedges:        
Natural gas derivatives (1) (2) (3)
 Current Liabilities: Current liabilities held for sale $18
 $—
 $12
 $—
Derivatives not designated as hedging instruments:        
Natural gas derivatives (1) (2) (3)
 Current Assets: Current assets held for sale 215
 2
 139
 3
Natural gas derivatives (1) (2) (3)
 Other Assets: Non-current assets held for sale —
 —
 58
 —
Natural gas derivatives (1) (2) (3)
 Current Liabilities: Current liabilities held for sale 113
 217
 73
 177
Natural gas derivatives (1) (2) (3)
 Other Liabilities: Non-current liabilities held for sale —
 —
 10
 39
Total CERC $346
 $219
 $292
 $219


(1)The fair value shown for natural gas contracts is comprised of derivative gross volumes totaling 2,126 Bcf or a net 232 Bcf long position and 2,226 Bcf or a net 374 Bcf long position as of March 31, 2020 and December 31, 2019, respectively. Certain natural gas contracts hedge basis risk only and lack a fixed price exposure.


(2)Natural gas contracts are subject to master netting arrangements. This netting applies to all undisputed amounts due or past due The net of total non-trading natural gas derivative assets and liabilities is detailed in the Offsetting of Natural Gas Derivative Assets and Liabilities table below.

(3)Derivative Assets and Derivative Liabilities include no material amounts related to physical forward transactions with Enable.

Cumulative Basis Adjustment for Fair Value Hedges (CenterPoint Energy and CERC)
 June 30, 2019 March 31, 2020
 Balance Sheet Location Carrying Amount of Hedged Assets/(Liabilities) Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of Hedged ItemBalance Sheet Location Carrying Amount of Hedged Assets/(Liabilities) Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of Hedged Item
 CenterPoint Energy CERC CenterPoint Energy CERC CenterPoint Energy CERC CenterPoint Energy CERC
 (in millions) (in millions)
Hedged items in fair value hedge relationship:Hedged items in fair value hedge relationship:        Hedged items in fair value hedge relationship:        
Natural gas inventory Current Assets: Natural gas inventory $48
 $48
 $(9) $(9)Current Assets: Current assets held for sale $45
 $45
 $(19) $(19)
Borrowed natural gasCurrent Liabilities: Current liabilities held for sale (2) (2) —
 —
Gas imbalance receivableCurrent Assets: Current assets held for sale 2
 2
 (2) (2)
Gas imbalance payableCurrent Liabilities: Current liabilities held for sale —
 —
 1
 1
TotalTotal $48
 $48
 $(9) $(9)Total $45
 $45
 $(20) $(20)

 December 31, 2018 December 31, 2019
 Balance Sheet Location Carrying Amount of Hedged Assets/(Liabilities) Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of Hedged ItemBalance Sheet Location Carrying Amount of Hedged Assets/(Liabilities) Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of Hedged Item
 CenterPoint Energy CERC CenterPoint Energy CERC CenterPoint Energy CERC CenterPoint Energy CERC
 (in millions) (in millions)
Hedged items in fair value hedge relationship:Hedged items in fair value hedge relationship:        Hedged items in fair value hedge relationship:        
Natural gas inventory Current Assets: Natural gas inventory $57
 $57
 $1
 $1
Current Assets: Current assets held for sale $47
 $47
 $(13) $(13)
TotalTotal $57
 $57
 $1
 $1
Total $47
 $47
 $(13) $(13)



Offsetting of Natural Gas Derivative Assets and Liabilities (CenterPoint Energy and CERC)

CenterPoint Energy
 June 30, 2019 December 31, 2018March 31, 2020 December 31, 2019
 
Gross Amounts Recognized (1)
 Gross Amounts Offset in the Consolidated Balance Sheets Net Amount Presented in the Consolidated Balance Sheets (2) Gross Amounts Recognized (1) Gross Amounts Offset in the Consolidated Balance Sheets Net Amount Presented in the Consolidated Balance Sheets (2)
Gross Amounts Recognized (1)
 Gross Amounts Offset in the Consolidated Balance Sheets Net Amount Presented in the Consolidated Balance Sheets (2) Gross Amounts Recognized (1) Gross Amounts Offset in the Consolidated Balance Sheets Net Amount Presented in the Consolidated Balance Sheets (2)
 (in millions)(in millions)
Current Assets: Non-trading derivative assets $188
 $(87) $101
 $166
 $(66) $100
Other Assets: Non-trading derivative assets 60
 (16) 44
 54
 (16) 38
Current Assets: Current assets held for sale$346
 $(133) $213
 $224
 $(88) $136
Other Assets: Non-current assets held for sale—
 —
 —
 68
 (10) 58
Current Liabilities: Non-trading derivative liabilities (149) 116
 (33) (183) 81
 (102)(9) —
 (9) (7) —
 (7)
Current Liabilities: Current liabilities held for sale(219) 183
 (36) (180) 136
 (44)
Other Liabilities: Non-trading derivative liabilities (41) 23
 (18) (25) 20
 (5)(14) —
 (14) (15) —
 (15)
Other Liabilities: Non-current liabilities held for sale—
 —
 —
 (39) 25
 (14)
Total CenterPoint Energy $58
 $36
 $94
 $12
 $19
 $31
$104
 $50
 $154
 $51
 $63
 $114

CERC
  June 30, 2019 December 31, 2018
  
Gross Amounts Recognized (1)
 Gross Amounts Offset in the Consolidated Balance Sheets Net Amount Presented in the Consolidated Balance Sheets (2) Gross Amounts Recognized (1) Gross Amounts Offset in the Consolidated Balance Sheets Net Amount Presented in the Consolidated Balance Sheets (2)
  (in millions)
Current Assets: Non-trading derivative assets $188
 $(87) $101
 $166
 $(66) $100
Other Assets: Non-trading derivative assets 60
 (16) 44
 54
 (16) 38
Current Liabilities: Non-trading derivative liabilities (144) 116
 (28) (183) 81
 (102)
Other Liabilities: Non-trading derivative liabilities (30) 23
 (7) (25) 20
 (5)
Total CERC $74
 $36
 $110
 $12
 $19
 $31
 March 31, 2020 December 31, 2019
 
Gross Amounts Recognized (1)
 Gross Amounts Offset in the Consolidated Balance Sheets Net Amount Presented in the Consolidated Balance Sheets (2) Gross Amounts Recognized (1) Gross Amounts Offset in the Consolidated Balance Sheets Net Amount Presented in the Consolidated Balance Sheets (2)
 (in millions)
Current Assets: Current assets held for sale$346
 $(133) $213
 $224
 $(88) $136
Other Assets: Non-current assets held for sale—
 —
 —
 68
 (10) 58
Current Liabilities: Current liabilities held for sale(219) 183
 (36) (180) 136
 (44)
Other Liabilities: Non-current liabilities held for sale—
 —
 —
 (39) 25
 (14)
Total CERC$127
 $50
 $177
 $73
 $63
 $136

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


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



Income Statement Impact of Hedge Accounting Activity (CenterPoint Energy and CERC)

  Three Months Ended June 30,
  2019 2018
  
Location and Amount of Gain (Loss) recognized in Income on Hedging Relationship (1)
  Non-utility cost of revenues, including natural gas
  CenterPoint Energy CERC CenterPoint Energy CERC
  (in millions)
Total amounts presented in the statements of income in which the effects of hedges are recorded $910
 $769
 $790
 $790
Gain (loss) on fair value hedging relationships:        
Commodity contracts:        
Hedged items - Natural gas inventory (4) (4) (12) (12)
Derivatives designated as hedging instruments 4
 4
 12
 12
Amounts excluded from effectiveness testing recognized in earnings immediately (65) (65) 69
 69
 Six Months Ended June 30,Three Months Ended March 31,
 2019 20182020 2019
 
Location and Amount of Gain (Loss) recognized in Income on Hedging Relationship (1)
Location and Amount of Gain (Loss) recognized in Income on Hedging Relationship (1)
 Non-utility cost of revenues, including natural gasIncome from discontinued operations
 CenterPoint Energy CERC CenterPoint Energy CERCCenterPoint Energy CERC CenterPoint Energy CERC
 (in millions)(in millions)
Total amounts presented in the statements of income in which the effects of hedges are recorded $2,161
 $1,940
 $2,063
 $2,063
$887
 $786
 $1,251
 $1,171
Gain (loss) on fair value hedging relationships:               
Commodity contracts:               
Hedged items - Natural gas inventory (10) (10) (14) (14)
Hedged items in fair value hedging relationships(7) (7) (6) (6)
Derivatives designated as hedging instruments 10
 10
 14
 14
7
 7
 6
 6
Amounts excluded from effectiveness testing recognized in earnings immediately (79) (79) (2) (2)(38) (38) (14) (14)

(1)Income statement impact associated with cash flow hedge activity is related to gains and losses reclassified from Accumulated other comprehensive income into income. Amounts are immaterial for each Registrant in the three and six months ended June 30,March 31, 2020 and 2019, and 2018, respectively.

CenterPoint Energy
 Three Months Ended June 30, Six Months Ended June 30, Three Months Ended March 31,
 Income Statement Location 2019 2018 2019 2018 Income Statement Location 2020 2019
 (in millions) (in millions)
Effects of derivatives not designated as hedging instruments on the income statement:Effects of derivatives not designated as hedging instruments on the income statement:        Effects of derivatives not designated as hedging instruments on the income statement:    
Commodity contracts Gains (losses) in Non-utility revenues $86
 $11
 $90
 $68
 Income from discontinued operations $75
 $4
Indexed debt securities derivative Loss on indexed debt securities (68) (254) (154) (272) Gain (loss) on indexed debt securities 135
 (86)
Total CenterPoint EnergyTotal CenterPoint Energy $18
 $(243) $(64) $(204)Total CenterPoint Energy $210
 $(82)



CERC
 Three Months Ended June 30, Six Months Ended June 30, Three Months Ended March 31,
 Income Statement Location 2019 2018 2019 2018 Income Statement Location 2020 2019
 (in millions) (in millions)
Effects of derivatives not designated as hedging instruments on the income statement:Effects of derivatives not designated as hedging instruments on the income statement:        Effects of derivatives not designated as hedging instruments on the income statement:    
Commodity contracts Gains (losses) in Non-utility revenues $86
 $11
 $90
 $68
 Income from discontinued operations $75
 $4
Total CERCTotal CERC $86
 $11
 $90
 $68
Total CERC $75
 $4


(c)Credit Risk Contingent Features (CenterPoint Energy and CERC)

CenterPoint Energy and CERC enter into financial derivative contracts containing material adverse change provisions. These provisions could require CenterPoint Energy or CERC to post additional collateral if the S&P or Moody’s credit ratings of CenterPoint Energy, Inc. or its subsidiaries, including CERC Corp., are downgraded. 
June 30, 2019 December 31, 2018March 31, 2020 December 31, 2019
CenterPoint Energy CERC CenterPoint Energy CERCCenterPoint Energy CERC CenterPoint Energy CERC
(in millions)(in millions)
Aggregate fair value of derivatives containing material adverse change provisions in a net liability position$1
 $1
 $1
 $1
$1
 $1
 $1
 $1
Fair value of collateral already posted—
 —
 —
 —
—
 —
 —
 —
Additional collateral required to be posted if credit risk contingent features triggered1
 1
 —
 —
1
 1
 1
 1



(8) Fair Value Measurements

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

Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date. The types of assets carried at Level 1 fair value generally are exchange-traded derivatives and equity securities, as well as natural gas inventory that has been designated as the hedged item in a fair value hedge.

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, quoted prices for identical or similar assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived principally from or corroborated by observable market data by correlation or other means. 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. A market approach is utilized to value the Registrants’ Level 3 assets or liabilities. As of June 30, 2019,March 31, 2020, CenterPoint Energy’s and CERC’s Level 3 assets and liabilities are comprised of physical natural gas forward contracts and options. Level 3 physical natural gas forward contracts and options are valued using a discounted cash flow model which includes illiquid forward price curve locations (ranging from $1.62$1.15 to $5.64$4.83 per MMBtu for CenterPoint Energy, with a volumetrically weighted average of $2.22 per MMBtu, and from $1.62$1.15 to $5.64$4.83 per MMBtu for CERC)CERC, with a volumetrically weighted average of $2.22 per MMBtu) as an unobservable input. CenterPoint Energy’s and CERC’s Level 3 physical natural gas forward contracts and options derivative assets and liabilities consist of both long and short positions (forwards and options). Forward price decreases (increases) as of June 30, 2019March 31, 2020 would have resulted in lower (higher) values, respectively, for long forwards and options and higher (lower) values, respectively, for short forwards and options.

The Registrants determine the appropriate level for each financial asset and liability on a quarterly basis. The Registrants also recognize purchases of Level 3 financial assets and liabilities at their fair market value at the end of the reporting period.


The following tables present information about the Registrants’ assets and liabilities (including derivatives that are presented net) measured at fair value on a recurring basis as of June 30, 2019March 31, 2020 and December 31, 20182019 and indicate the fair value hierarchy of the valuation techniques utilized by the Registrants to determine such fair value.

CenterPoint Energy
June 30, 2019 December 31, 2018March 31, 2020 December 31, 2019

Level 1
 Level 2 Level 3 
Netting
(1)
 Total 

Level 1
 Level 2 Level 3 
Netting
(1)
 Total

Level 1
 Level 2 Level 3 
Netting
(1)
 Total 

Level 1
 Level 2 Level 3 
Netting
(1)
 Total
Assets(in millions)(in millions)
Corporate equities$690
 $—
 $—
 $—
 $690
 $542
 $—
 $—
 $—
 $542
$680
 $—
 $—
 $—
 $680
 $825
 $—
 $—
 $—
 $825
Investments, including money market funds (2)63
 —
 —
 —
 63
 66
 —
 —
 —
 66
48
 —
 —
 —
 48
 49
 —
 —
 —
 49
Natural gas derivatives (3)(4)—
 215
 33
 (103) 145
 —
 173
 47
 (82) 138
Hedged portion of natural gas inventory—
 —
 —
 —
 —
 1
 —
 —
 —
 1
Natural gas derivatives (3)(4)(5)
—
 305
 41
 (133) 213
 —
 250
 42
 (98) 194
Hedged portion of gas imbalance payable1
 —
 —
 —
 1
 —
 —
 —
 —
 —
Total assets$753
 $215
 $33
 $(103) $898
 $609
 $173
 $47
 $(82) $747
$729
 $305
 $41
 $(133) $942
 $874
 $250
 $42
 $(98) $1,068
Liabilities 
  
  
  
  
           
  
  
  
  
          
Indexed debt securities derivative$—
 $755
 $—
 $—
 $755
 $—
 $601
 $—
 $—
 $601
$—
 $758
 $—
 $—
 $758
 $—
 $893
 $—
 $—
 $893
Interest rate derivatives—
 8
 —
 —
 8
 24
 —
 —
 —
 24
—
 26
 —
 —
 26
 —
 10
 —
 —
 10
Natural gas derivatives (3)(4)—
 177
 13
 (139) 51
 —
 191
 17
 (101) 107
Hedged portion of natural gas inventory9
 —
 —
 —
 9
 —
 —
 —
 —
 —
Natural gas derivatives—
 23
 —
 —
 23
 —
 22
 —
 —
 22
Natural gas derivatives (3)(4)(5)
—
 201
 18
 (183) 36
 —
 195
 24
 (161) 58
Hedged portion of natural gas inventory (5)
19
 —
 —
 —
 19
 13
 —
 —
 —
 13
Hedged portion of gas imbalance receivable2
 —
 —
 —
 2
 —
 —
 —
 —
 —
Total liabilities$9
 $940
 $13
 $(139) $823
 $24
 $792
 $17
 $(101) $732
$21
 $1,008
 $18
 $(183) $864
 $13
 $1,120
 $24
 $(161) $996

Houston Electric
June 30, 2019 December 31, 2018March 31, 2020 December 31, 2019

Level 1
 Level 2 Level 3 Netting Total 

Level 1
 Level 2 Level 3 Netting Total

Level 1
 Level 2 Level 3 Netting Total 

Level 1
 Level 2 Level 3 Netting Total
Assets(in millions)(in millions)
Investments, including money market funds (2)$47
 $—
 $—
 $—
 $47
 $48
 $—
 $—
 $—
 $48
$31
 $—
 $—
 $—
 $31
 $32
 $—
 $—
 $—
 $32
Total assets$47
 $—
 $—
 $—
 $47
 $48
 $—
 $—
 $—
 $48
$31
 $—
 $—
 $—
 $31
 $32
 $—
 $—
 $—
 $32
Liabilities                   
Interest rate derivatives$—
 $—
 $—
 $—
 $—
 $24
 $—
 $—
 $—
 $24
Total liabilities$—
 $—
 $—
 $—
 $—
 $24
 $—
 $—
 $—
 $24

CERC
June 30, 2019 December 31, 2018March 31, 2020 December 31, 2019

Level 1
 Level 2 Level 3 
Netting
(1)
 Total 

Level 1
 Level 2 Level 3 
Netting
(1)
 Total

Level 1
 Level 2 Level 3 
Netting
(1)
 Total 

Level 1
 Level 2 Level 3 
Netting
(1)
 Total
Assets(in millions)(in millions)
Corporate equities$3
 $—
 $—
 $—
 $3
 $2
 $—
 $—
 $—
 $2
$1
 $—
 $—
 $—
 $1
 $2
 $—
 $—
 $—
 $2
Investments, including money market funds (2)11
 —
 —
 —
 11
 11
 —
 —
 —
 11
11
 —
 —
 —
 11
 11
 —
 —
 —
 11
Natural gas derivatives (3)(4)—

215

33

(103) 145
 —
 173
 47
 (82) 138
Hedged portion of natural gas inventory—

—

—

—
 —
 1
 —
 —
 —
 1
Natural gas derivatives (3)(4)(5)
—

305

41

(133) 213
 —
 250
 42
 (98) 194
Hedged portion of gas imbalance payable1
 —
 —
 —
 1
 —
 —
 —
 —
 —
Total assets$14
 $215
 $33
 $(103) $159
 $14
 $173
 $47
 $(82) $152
$13
 $305
 $41
 $(133) $226
 $13
 $250
 $42
 $(98) $207
Liabilities 
  
  
  
  
           
  
  
  
  
          
Natural gas derivatives (3)(4)$—

$161

$13

$(139) $35
 $—
 $191
 $17
 $(101) $107
Hedged portion of natural gas inventory9
 —
 —
 —
 9
 —
 —
 —
 —
 —
Natural gas derivatives (3)(4)(5)
$—

$201

$18

$(183) $36
 $—
 $195
 $24
 $(161) $58
Hedged portion of natural gas inventory (5)
19
 —
 —
 —
 19
 13
 —
 —
 —
 13
Hedged portion of gas imbalance receivable2
 —
 —
 —
 2
 —
 —
 —
 —
 —
Total liabilities$9
 $161
 $13
 $(139) $44
 $—
 $191
 $17
 $(101) $107
$21
 $201
 $18
 $(183) $57
 $13
 $195
 $24
 $(161) $71


(1)Amounts represent the impact of legally enforceable master netting arrangements that allow CenterPoint Energy and CERC to settle positive and negative positions and also include cash collateral posted with the same counterparties as follows:
 March 31, 2020 December 31, 2019
 CenterPoint Energy CERC CenterPoint Energy CERC
 (in millions)
Cash collateral posted with the same counterparties$50
 $50
 $63
 $63
 June 30, 2019 December 31, 2018
 CenterPoint Energy CERC CenterPoint Energy CERC
 (in millions)
Cash collateral posted with the same counterparties$36
 $36
 $19
 $19


(2)Amounts are included in Prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets.

(3)Natural gas derivatives include no material amounts related to physical forward transactions with Enable.

(4)Level 1 natural gas derivatives include exchange-traded derivatives cleared by the CME, which deems that financial instruments cleared by the CME are settled daily in connection with posted cash payments. As a result of this exchange rule, CME-related derivatives are considered to have no fair value at the balance sheet date for financial reporting purposes and are presented in Level 1 net of posted cash; however, the derivatives remain outstanding and subject to future commodity price fluctuations until they are settled in accordance with their contractual terms. Derivative transactions cleared on exchanges other than the CME (e.g., the Intercontinental Exchange or ICE) continue to be reported on a gross basis.

(5)Amounts are classified as held for sale in the Registrants’ respective Condensed Consolidated Balance Sheets.

The following table presents additional information about assets or liabilities, including derivatives that are measured at fair value on a recurring basis for which CenterPoint Energy and CERC have utilized Level 3 inputs to determine fair value:
Three Months Ended June 30, Six Months Ended June 30, Three Months Ended March 31,
2019 2018 2019 2018 2020 2019
CenterPoint Energy CERC CenterPoint Energy CERC CenterPoint Energy CERC CenterPoint Energy CERC CenterPoint Energy CERC CenterPoint Energy CERC
(in millions)(in millions)
Beginning balance$13
 $13
 $(662) $12
 $30
 $30
 $(622) $46
 $18
 $18
 $30
 $30
Total gains (losses)13
 13
 (11) 1
 12
 12
 (16) 3
 15
 15
 (1) (1)
Total settlements(2) (2) 44
 (1) (17) (17) 11
 (35) (10) (10) (15) (15)
Transfers into Level 3(2) (2) 1
 1
 (1) (1) 1
 1
 —
 —
 1
 1
Transfers out of Level 3(2) (2) —
 —
 (4) (4) (2) (2) —
 —
 (2) (2)
Ending balance (1)$20
 $20
 $(628) $13
 $20
 $20
 $(628) $13
 $23
 $23
 $13
 $13
                       
The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains or losses relating to assets still held at the reporting date:
The amount of total gains for the period included in earnings attributable to the change in unrealized gains or losses relating to assets still held at the reporting date:The amount of total gains for the period included in earnings attributable to the change in unrealized gains or losses relating to assets still held at the reporting date:
$9
 $9
 $(9) $3
 $6
 $6
 $(23) $(4) $14
 $14
 $(2) $(2)


(1)CenterPoint Energy and CERC did not have significant Level 3 salespurchases or purchasessales during the three or six months ended June 30,March 31, 2020 or 2019. The Level 3 assets and liabilities as of March 31, 2020 and 2019 or 2018.are classified in the CenterPoint Energy’s and CERC’s respective Condensed Consolidated Balance Sheets as held for sale.

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 as 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, reducing the fair value of the investment to $848 million. See Note 9 for further discussion of the impairment.

As of March 31, 2020, CenterPoint Energy recorded a goodwill impairment charge of $185 million in the Indiana Electric Integrated reporting unit. See Note 10 for further information.

CenterPoint Energy recognized a goodwill impairment charge of $82 million upon classifying the Infrastructure Services Disposal Group as held for sale and CenterPoint Energy and CERC recognized a goodwill impairment charge of approximately $62 million and a loss on assets held for sale of approximately $70 million upon classifying the Energy Services Disposal Group as held for sale. Using a market approach, the fair value of the Infrastructure Services Disposal Group as of March 31, 2020 is determined to be approximately $864 million and the fair value of the Energy Services Disposal Group as of March 31, 2020 is determined to be approximately $402 million. For both Disposal Groups, CenterPoint Energy and CERC, as applicable, used the contractual sales price adjusted for estimated working capital, and other contractual purchase price adjustments, which are Level 2 inputs. See Note 3 for further information.

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 ZENS indexed debt securities derivative and hedging instruments 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 trading prices and comparable issue data. These liabilities, which are not measured at fair value in the Registrants’ Condensed Consolidated Balance Sheets, but for which the fair value is disclosed, would be classified as Level 2 in the fair value hierarchy.

June 30, 2019 December 31, 2018March 31, 2020 December 31, 2019
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
(in millions)(in millions)
CenterPoint Energy              
Long-term debt, including current maturities (1)
$14,587
 $15,438
 $9,140
 $9,308
$15,238
 $16,047
 $15,093
 $16,067
Houston Electric              
Long-term debt, including current maturities (1)
$5,165
 $5,583
 $4,717
 $4,770
$4,888
 $5,368
 $4,950
 $5,457
CERC              
Long-term debt, including current maturities$2,397
 $2,641
 $2,371
 $2,488
$2,377
 $2,637
 $2,546
 $2,803


(1)Includes Securitization Bonds debt.

(9) Unconsolidated Affiliates (CenterPoint Energy 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 June 30, 2019,March 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.

Investment in Unconsolidated Affiliates (CenterPoint Energy):
 March 31, 2020 December 31, 2019
 (in millions)
Enable$848
 $2,406
Other2
 2
  Total$850
 $2,408
  June 30,
2019		 December 31, 2018
  (in millions)
Enable $2,469
 $2,482
Other (1)
 1
 —
  Total $2,470
 $2,482


(1)Represents the equity investment in ProLiance Holdings, LLC related primarily to an investment in LA Storage, LLC, a joint venture in a development project for salt-cavern natural gas storage, which was acquired in the Merger. This presentation reflects preliminary fair value of the equity investment and is subject to change. See Note 3.
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 wrote down the value of its investment in Enable to its estimated fair value of $848 million and recognized an impairment charge of $1,541 million during the three months ended March 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. See Note 8 for further discussion of the determination of fair value of CenterPoint Energy’s investment in Enable.

Equity in Earnings of Unconsolidated Affiliates, net (CenterPoint Energy):
  Three Months Ended March 31,
  2020 2019
 (in millions)
Enable $(1,475) $62
Other —
 —
        Total $(1,475) $62


CenterPoint Energy recognized a loss of $1,475 million from its investment in Enable for the three months ended March 31, 2020. This loss included an impairment charge on its investment in Enable of $1,541 million.

Limited Partner Interest and Units Held in Enable (CenterPoint Energy):
 March 31, 2020
 
Limited Partner Interest (1)
 
Common Units (2)
 
Enable Series A Preferred Units (3)
CenterPoint Energy53.7% 233,856,623
 14,520,000
OGE25.5% 110,982,805
 —
Public unitholders20.8% 90,604,066
 —
        Total units outstanding100.0% 435,443,494
 14,520,000
 June 30, 2019
 
Limited Partner Interest (1)
 
Common Units (2)
 
Enable Series A Preferred Units (3)
CenterPoint Energy53.8% 233,856,623
 14,520,000
OGE25.5% 110,982,805
 —
Public unitholders20.7% 90,233,873
 —
        Total units outstanding100.0% 435,073,301
 14,520,000


(1)Excludes the Enable Series A Preferred Units owned by CenterPoint Energy.

(2)Held indirectly through CNP Midstream by CenterPoint Energy.

(3)The carrying amount of the Enable Series A Preferred Units, reflected as Preferred units - unconsolidated affiliate on CenterPoint Energy’s Condensed Consolidated Balance Sheets, was $363 million as of June 30, 2019March 31, 2020 and $363 million as of December 31, 2018.2019. No impairment charges or adjustment due to observable price changes were maderequired or recorded during the current or prior reporting periods.


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):
 March 31, 2020
 
Management
Rights (1)
 
Incentive Distribution Rights (2)
CenterPoint Energy (3)
50% 40%
OGE50% 60%
 June 30, 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)Enable ispreviously expected to pay a minimum quarterly distribution of $0.2875 per common unit on its outstanding common units to the extent it has sufficient cash from operations after establishment of cash reserves and payment of fees and expenses, including payments to Enable GP and its affiliates, within 60 days after the end of each quarter. 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)Energy):

CenterPoint Energy
Three Months Ended June 30, Six Months Ended June 30, Three Months Ended March 31,
2019 2018 2019 2018 2020 2019
Per Unit Cash Distribution Per Unit Cash Distribution Per Unit Cash Distribution Per Unit Cash Distribution Per Unit Cash Distribution Per Unit Cash Distribution
(in millions, except per unit amounts)  
Enable common units (1)
$0.3180
 $75
 $0.3180
 $75
 $0.6360
 $149
 $0.6360
 $149
 $0.3305
 $77
 $0.3180
 $74
Enable Series A Preferred Units0.6250
 9
 0.6250
 9
 1.2500
 18
 1.2500
 18
 0.6250
 9
 0.6250
 9
Total CenterPoint Energy  $84
   $84
   $167
   $167
   $86
   $83

CERC
  Three Months Ended June 30, 2018 Six Months Ended June 30, 2018
  Per Unit Cash Distribution Per Unit Cash Distribution
Enable common units (1)
 $0.3180
 $75
 $0.6360
 $149
  Total CERC   $75
   $149
(1)PriorOn April 1, 2020, Enable announced a 50% reduction in its quarterly distribution per common unit from $0.3305 to the Internal Spin in September 2018, distributions from Enable were received by CERC. After such date, distributions from Enable were received by CenterPoint Energy.$0.16525.


Transactions with Enable (CenterPoint Energy and CERC):
The transactions with Enable in the following tables exclude transactions with the Energy Services Disposal Group, which are now reflected as discontinued operations and liabilities held for sale.
 Three Months Ended June 30, Six Months Ended June 30,
 2019 2018 2019 2018
 (in millions)
CenterPoint Energy       
Natural gas expenses, including transportation and storage costs (1)
$28
 $29
 $63
 $66
Reimbursement of support services (2)
1
 1
 3
 3
CERC       
Natural gas expenses, including transportation and storage costs (1)
28
 29
 63
 66
Reimbursement of support services (2)
1
 1
 3
 3

(1)Included in Non-utility costs of revenues, including natural gas on CenterPoint Energy’s and CERC’s respective Condensed Statements of Consolidated Income.

(2)Represents amounts billed for certain support services provided to Enable. Actual support services costs are recorded net of reimbursement.
 June 30,
2019		 December 31, 2018
 (in millions)
CenterPoint Energy   
Accounts payable for natural gas purchases from Enable$9
 $11
Accounts receivable for amounts billed for services provided to Enable3
 2
CERC   
Accounts payable for natural gas purchases from Enable9
 11
Accounts receivable for amounts billed for services provided to Enable3
 2
  Three Months Ended March 31,
  2020 2019
 (in millions)
CenterPoint Energy 
Natural gas expenses, includes transportation and storage costs $27
 $27
CERC    
Natural gas expenses, includes transportation and storage costs 27
 27


CERC’s continuing involvement with Enable subsequent to the Internal Spin described below is limited to its natural gas purchases from Enable.
 March 31, 2020 December 31, 2019
 (in millions)
CenterPoint Energy   
Accounts payable for natural gas purchases from Enable$9
 $9
CERC   
Accounts payable for natural gas purchases from Enable9
 9


Summarized unaudited consolidated income information for Enable is as follows:
  Three Months Ended June 30, Six Months Ended June 30,
  2019 2018 2019
2018
  (in millions)
Operating revenues $735
 $805
 $1,530
 $1,553
Cost of sales, excluding depreciation and amortization 317
 444
 695
 819
Depreciation and amortization 110
 96
 215
 192
Operating income 167
 126
 332
 265
Net income attributable to Enable common units 115
 86
 228
 191
Reconciliation of Equity in Earnings (Losses), net:        
CenterPoint Energy’s interest $62
 $46
 $123
 $103
Basis difference amortization (1) 12
 12
 24
 24
Loss on dilution, net of proportional basis difference recognition —
 —
 (11) —
CenterPoint Energy’s equity in earnings, net $74
 $58
 $136
 $127

  Three Months Ended March 31,
  2020
2019
 (in millions)
Operating revenues $648
 $795
Cost of sales, excluding depreciation and amortization 226
 378
Depreciation and amortization 104
 105
Goodwill and long-lived assets impairments 28
 —
Operating income 146
 165
Net income attributable to Enable common units 103
 113
Reconciliation of Equity in Earnings (Losses), net:    
CenterPoint Energy’s interest $55
 $61
Basis difference amortization (1)
 12
 12
Loss on dilution, net of proportional basis difference recognition (1) (11)
Impairment of CenterPoint Energy’s equity method investment in Enable (1,541) —
CenterPoint Energy’s equity in earnings, net $(1,475) $62

(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 unaudited consolidated balance sheet information for Enable is as follows:
  June 30,
2019
December 31, 2018
  (in millions)
Current assets $376
 $449
Non-current assets 12,033
 11,995
Current liabilities 1,270
 1,615
Non-current liabilities 3,580
 3,211
Non-controlling interest 37
 38
Preferred equity 362
 362
Accumulated other comprehensive loss (3) —
Enable partners’ equity 7,163
 7,218
Reconciliation of Investment in Enable:    
CenterPoint Energy’s ownership interest in Enable partners’ equity $3,850
 $3,896
CenterPoint Energy’s basis difference (1,381) (1,414)
CenterPoint Energy’s equity method investment in Enable $2,469
 $2,482

 March 31, 2020 December 31, 2019
 (in millions)
Current assets$333
 $389
Non-current assets11,784
 11,877
Current liabilities391
 780
Non-current liabilities4,374
 4,077
Non-controlling interest27
 37
Preferred equity362
 362
Accumulated other comprehensive loss(9) (3)
Enable partners’ equity6,972
 7,013
Reconciliation of Investment in Enable:   
CenterPoint Energy’s ownership interest in Enable partners’ equity$3,739
 $3,767
CenterPoint Energy’s basis difference (1)
(2,891) (1,361)
CenterPoint Energy’s equity method investment in Enable$848
 $2,406

Discontinued Operations (CERC):
(1)Includes the impairment of CenterPoint Energy’s equity method investment in Enable of $1,541 million recorded during the three months ended March 31, 2020. The basis difference is being amortized through the year 2048.

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 represents a significant strategic shift that has 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 have been classified as Income from discontinued operations, net of tax, in CERC’s Condensed Statements of Consolidated Income for the periods presented. The following table presents amounts included in Income from discontinued operations, net of tax in CERC’s Condensed Statements of Consolidated Income.
 Three months ended June 30, 2018 Six months ended June 30, 2018
 (in millions)
Equity in earnings of unconsolidated affiliate, net$58
 $127
Income tax expense14
 31
Income from discontinued operations, net of tax$44
 $96



(10) Goodwill and Other Intangibles (CenterPoint Energy and CERC)

Goodwill and intangible assets related to the Infrastructure Services and Energy Services Disposal Groups are classified as held for sale on CenterPoint Energy’s and CERC’s respective Condensed Consolidated Balance Sheets, as applicable, and are excluded from the tabular disclosures below. See Note 3 for further information.
CenterPoint Energy’s goodwill by reportable segment as of March 31, 2020 and December 31, 2018 and changes in the carrying amount of goodwill as of June 30, 2019 is as follows:
December 31, 2018 
Additions (1)
 June 30,
2019		 December 31, 2019 Impairment March 31,
2020
(in millions)(in millions)
Indiana Electric Integrated$—
 $1,008
 $1,008
 $1,121
 $185
 $936
Natural Gas Distribution746
 2,529
 3,275
 3,312
 —
 3,312
Energy Services (2)
110
 —
 110
Infrastructure Services—
 355
 355
Corporate and Other11
 420
 431
 449
 —
 449
Total$867
 $4,312
 $5,179
 $4,882
 $185
 $4,697

(1)CenterPoint Energy is currently assessing the allocation of goodwill to reportable segments subsequent to the Merger. See Note 3.
(2)Amount presented is net of the accumulated goodwill impairment charge of $252 million recorded in 2012.
CERC’s goodwill by reportable segment as of June 30, 2019March 31, 2020 and December 31, 20182019 is as follows:
June 30, 2019 December 31, 2018March 31, 2020 December 31, 2019
(in millions)(in millions)
Natural Gas Distribution$746
 $746
$746
 $746
Energy Services (1)
110
 110
Corporate and Other11
 11
11
 11
Total$867
 $867
$757
 $757


(1)Amount presented is net of the accumulated goodwill impairment charge of $252 million recorded in 2012.
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 ESG, which is a separate reporting unit but included in CenterPoint Energy’s Corporate and Other. The estimated fair value of the reporting unit is primarily determined based on an income approach or a weighted combination of income and market approaches. If the carrying amount is in excess of the estimated fair value of the reporting unit, then the excess amount is the impairment charge that should be recorded, not to exceed the carrying amount of goodwill.

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 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 first quarter of 2020 resulted in a non-cash goodwill impairment charge
in the amount of $185 million for the Indiana Electric Integrated reportable segment. The Indiana Electric Integrated reporting unit fair value analysis resulted in an implied fair value of goodwill of $936 million for this reporting unit, and as a result, the non-cash impairment charge was recorded in the three months ended March 31, 2020.

CenterPoint Energy estimated the value of the Indiana Electric Integrated 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 Integrated 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 3 for goodwill impairments included within discontinued operations.

The tables below present information on CenterPoint Energy’s other intangible assets recorded in IntangibleOther non-current assets net on CenterPoint Energy’s Condensed Consolidated Balance Sheets and the related amortization expense included in Depreciation and amortization on CenterPoint Energy’s Condensed Statements of Consolidated Income, unless otherwise indicated.
  June 30, 2019 December 31, 2018
  Gross Carrying Amount Accumulated Amortization Net Balance Gross Carrying Amount Accumulated Amortization Net Balance
  (in millions)
Customer relationships (1)
 $306
 $(36) $270
 $86
 $(27) $59
Covenants not to compete 4
 (3) 1
 4
 (3) 1
Trade names (1)
 62
 (3) 59
 —
 —
 —
Construction backlog (1) (2)
 28
 (11) 17
 —
 —
 —
Operation and maintenance agreements (1) (2)
 12
 (1) 11
 —
 —
 —
Other (1)
 24
 (12) 12
 16
 (11) 5
Total $436
 $(66) $370
 $106
 $(41) $65
 March 31, 2020 December 31, 2019
 Gross Carrying Amount Accumulated Amortization Net Balance Gross Carrying Amount Accumulated Amortization Net Balance
 (in millions)
Customer relationships$33
 $(5) $28
 $33
 $(4) $29
Trade names16
 (1) 15
 16
 (1) 15
Construction backlog (1)
5
 (4) 1
 5
 (4) 1
Operation and maintenance agreements (1)
12
 (1) 11
 12
 —
 12
Other2
 (1) 1
 2
 (1) 1
Total$68
 $(12) $56
 $68
 $(10) $58


(1)The fair value of intangible assets acquired through acquisitions is preliminary and subject to change. See Note 3.
(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 Condensed Statements of Consolidated Income.

 Three Months Ended June 30, Six Months Ended June 30,
 2019 2018 2019 2018
 (in millions)
Amortization expense of intangible assets recorded in Depreciation and amortization (1)
$7
 $2
 $13
 $5
Amortization expense of intangible assets recorded in Non-utility cost of revenues, including natural gas (2)
3
 —
 12
 —
(1)Includes $5 million and $8 million for the three and six months ended June 30, 2019, respectively, of amortization expense related to intangibles acquired in the Merger. The fair value of intangible assets, and related amortization assumptions, acquired through acquisitions during the six months ended June 30, 2019, is preliminary and subject to change. See Note 3.
(2)
Includes a $4 million benefit related to a cumulative catch-up for remeasurement of the purchase price allocation for the three months ended June 30, 2019 related to the operation and maintenance agreements and construction backlog intangibles acquired in the Merger. The fair value of intangible assets, and related amortization assumptions, acquired through acquisitions during the six months ended June 30, 2019, is preliminary and subject to change. See Note 3.
The tables below present information on CERC’s other intangible assets recorded in Other non-current assets on CERC’s Condensed Consolidated Balance Sheets and the related amortization expense included in Depreciation and amortization on CERC’s Condensed Statements of Consolidated Income.
  June 30, 2019 December 31, 2018
  Gross Carrying Amount Accumulated Amortization Net Balance Gross Carrying Amount Accumulated Amortization Net Balance
  (in millions)
Customer relationships $86
 $(30) $56
 $86
 $(27) $59
Covenants not to compete 4
 (3) 1
 4
 (3) 1
Other 16
 (13) 3
 16
 (11) 5
Total $106
 $(46) $60
 $106
 $(41) $65
  Three Months Ended March 31,
  2020 2019
 (in millions)
Amortization expense of intangible assets recorded in Depreciation and amortization $1
 $—
Amortization expense of intangible assets recorded in Non-utility cost of revenues, including natural gas 1
 7


 Three Months Ended June 30, Six Months Ended June 30,
 2019 2018 2019 2018
 (in millions)
Amortization expense of intangible assets recorded in Depreciation and amortization$2
 $2
 $5
 $5



CenterPoint Energy and CERC estimateestimates that amortization expense of intangible assets with finite lives for the next five years will be as follows:
Amortization ExpenseAmortization Expense
CenterPoint Energy CERC(in millions)
(in millions)
Remaining six months of 2019$29
 $6
202032
 6
Remaining nine months of 2020$6
202131
 6
6
202232
 6
6
202331
 5
6
202429
 5
5
20255



(11) Indexed Debt Securities (ZENS) and Securities Related to ZENS (CenterPoint Energy)

(a) Investment in Securities Related to ZENS

A subsidiary of CenterPoint Energy holds shares of certain securities detailed in the table below, which are classified as trading securities and 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 Condensed Statements of Consolidated Income.
 Shares HeldShares Held
 June 30, 2019 December 31, 2018March 31, 2020 December 31, 2019
AT&T Common 10,212,945
 10,212,945
10,212,945
 10,212,945
Charter Common 872,503
 872,912
872,503
 872,503


(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 June 30, 2019.March 31, 2020. 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:
 June 30, 2019 December 31, 2018March 31, 2020 December 31, 2019
 (in shares)(in shares)
AT&T Common 0.7185
 0.7185
0.7185
 0.7185
Charter Common 0.061382
 0.061382
0.061382
 0.061382


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 ZENS-Related Securities.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 ZENS-Related Securitiesreference shares attributable to the ZENS is less than or more than 2.309%. The adjusted principal amount is defined in the ZENS instrument as “contingent principal.” As of June 30, 2019,March 31, 2020, the ZENS, having an original principal amount of $828 million and a contingent principal amount of $84$70 million, were outstanding and were exchangeable, at the option of the holders, for cash equal to 95% of the market value of the ZENS-Related Securities.reference shares attributable to the ZENS.

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

(a)Short-term Borrowings (CenterPoint Energy and CERC)

Inventory Financing. NGD has AMAs associated with its utility distribution service in Arkansas, Louisiana, Mississippi, Oklahoma and Texas. The AMAs have varying terms, the longest of which expires in 2021. Pursuant to the provisions of the agreements, NGD sells natural gas and agrees to repurchase an equivalent amount of natural gas during the winter heating seasons at the same cost. These transactions are accounted for as an inventory financing. CenterPoint Energy and CERC had no outstanding obligations related to the AMAs as of both June 30, 2019March 31, 2020 and December 31, 2018.2019.


(b)Long-term Debt

Debt Transactions. During the six months ended June 30, 2019, the following debt instruments were issued or incurred:
  Issuance Date Debt Instrument Aggregate Principal Amount 
Interest Rate as of
June 30, 2019
 Maturity Date
      (in millions)    
Houston Electric January 2019 General mortgage bonds $700
 4.25% 2049
CenterPoint Energy (1)
 February 2019 Variable rate term loan 25
 3.14% 2020
CenterPoint Energy May 2019 Variable rate term loan 1,000
 3.17% 2021


(1)Draw down by VCC on its variable rate term loan.


Proceeds from Houston Electric’s debt issuance were used for general limited liability company purposes, including capital expenditures. Proceeds from VCC’s draw down of its term loan were used for general corporate purposes. Proceeds from CenterPoint Energy’s term loan were used for general corporate purposes, including the repayment of commercial paper.

Acquired Debt (CenterPoint Energy). The table below summarizes the long-term external debt of Vectren and its subsidiaries that remained outstanding as of June 30, 2019:
 (in millions)
Long-term debt: 
Senior notes due 2020 to 2045 (1)
$637
Variable rate term loan due 2020 (2)
300
Variable rate term loan due 2020 (3)
200
First mortgage bonds due 2022 to 2055 (4)
293
Commercial paper (5)
297
Bank revolver (6)
135
Total Vectren debt$1,862

(1)Consists of $532 million of senior notes issued by VUHI, $96 million of senior notes issues by Indiana Gas, and $9 million of senior notes issued by VCC. The senior notes have stated interest rates that range from 3.33% to 7.08%. The senior notes issued by VUHI are guaranteed by SIGECO, Indiana Gas and VEDO. The senior notes issued by VCC are guaranteed by Vectren. In connection with the Merger, two of CenterPoint Energy’s acquired wholly-owned subsidiaries, 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. In turn, VUHI and VCC borrowed $568 million and $191 million, respectively, from CenterPoint Energy to fund note redemptions effected pursuant to these prepayment offers. To fund these prepayments and payments of approximately $5 million of accrued interest, CenterPoint Energy issued approximately $764 million of commercial paper.

(2)Issued by VUHI and guaranteed by SIGECO, Indiana Gas and VEDO. As of June 30, 2019, the term loan was fully drawn upon. The term loan’s interest rate is currently priced at one-month LIBOR, plus a credit spread ranging from 70 to 90 basis points depending on credit rating.

(3)Issued by VCC and guaranteed by Vectren. As of June 30, 2019, the term loan was fully drawn upon, exclusive of any potential incremental term loans under the related facility’s accordion feature. The term loan’s interest rate is currently priced at one-month LIBOR, plus a credit spread of 70 basis points.

(4)The first mortgage bonds issued by SIGECO subject SIGECO’s properties to a lien under the related mortgage indenture. The first mortgage bonds have stated interest rates that range from 2.375% to 6.72%.

(5)Issued by VUHI with maturities up to 30 days.

(6)Represents borrowings under the VCC credit facility, which is guaranteed by Vectren.

Maturities (CenterPoint Energy).  As of June 30, 2019, maturities of CenterPoint Energy’s long-term debt were as follows:
 (in millions)
Remaining six months of 2019$216
2020831
20212,761
20223,769
2023713
2024684
2025 and thereafter5,752



Credit Facilities. The Registrants had the following revolving credit facilities as of June 30, 2019:March 31, 2020:
Execution
Date
 Registrant 
Size 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
June 30, 2019 (2)
 Termination Date Registrant 
Size 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
March 31, 2020 (2)
 Termination Date
 (in millions)  (in millions) 
March 3, 2016 CenterPoint Energy $3,300
 1.500% 65%(3)58.1% March 3, 2022 CenterPoint Energy $3,300
 1.500% 65%(3)59.0% March 3, 2022
July 14, 2017 
CenterPoint Energy (4)
 400
 1.125% 65% 52.0% July 14, 2022 
CenterPoint Energy (4)
 400
 1.125% 65% 50.4% July 14, 2022
July 14, 2017 
CenterPoint Energy (5)
 200
 1.250% 65% 58.0% July 14, 2022 
CenterPoint Energy (5)
 200
 1.250% 65% 56.5% July 14, 2022
March 3, 2016 Houston Electric 300
 1.125% 65%(3)49.4% March 3, 2022 Houston Electric 300
 1.250% 65%(3)53.4% March 3, 2022
March 3, 2016 CERC 900
 1.250% 65% 46.5% March 3, 2022 CERC 900
 1.250% 65% 43.6% March 3, 2022
 Total $5,100
  Total $5,100
 

(1)Based on current credit ratings.

(2)As defined in the revolving credit facility agreements, 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 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 includes a $10 million swing line sublimit and a $20 million letter of credit sublimit. This credit facility backstops VUHI’s commercial paper program.

(5)This credit facility was issued by VCC, is guaranteed by Vectren and includes a $40 million swing line sublimit and an $80 million letter of credit sublimit.

The Registrants, including the subsidiaries of CenterPoint Energy discussed above, were in compliance with all financial debt covenants as of June 30, 2019.March 31, 2020.

The table below reflects the utilization of the Registrants’ respective revolving credit facilities:
 June 30, 2019 December 31, 2018March 31, 2020 December 31, 2019
Registrant Loans Letters
of Credit		 Commercial
Paper		 Weighted Average Interest Rate Loans Letters
of Credit		 Commercial
Paper		 Weighted Average Interest RateLoans Letters
of Credit		 Commercial
Paper		 Weighted Average Interest Rate Loans Letters
of Credit		 Commercial
Paper		 Weighted Average Interest Rate
(in millions, except weighted average interest rates)(in millions, except weighted average interest rate)
CenterPoint Energy (1)
 $—
 $6
 $2,078
 2.63% $—
 $6
 $—
 —%$900
 $6
 $1,169
 2.17% $—
 $6
 $1,633
 1.95%
CenterPoint Energy (2)
 —
 —
 297
 2.58% —
 —
 —
 —
150
 —
 76
 2.19% —
 —
 268
 2.08%
CenterPoint Energy (3)
 135
 —
 —
 3.65% —
 —
 —
 —
—
 —
 —
 —% —
 —
 —
 —%
Houston Electric —
 4
 —
 —% —
 4
 —
 —
—
 —
 —
 —% —
 —
 —
 —%
CERC —
 1
 232
 2.59% —
 1
 210
 2.93%—
 1
 205
 2.80% —
 1
 377
 1.94%
Total $135
 $11
 $2,607
   $—
 $11
 $210
  $1,050
 $7
 $1,450
   $—
 $7
 $2,278
  


(1)CenterPoint Energy’s outstanding commercial paper generally has maturities of 60 days or less. Approximately $1.7 billion was issued to refinance commercial paper used to fund a portion of the cash consideration for the Merger, pay related fees and expenses, pay Vectren’s stub period cash dividend and long-term incentive payments and repay indebtedness of Vectren subsidiaries redeemed at the option of the holder as a result of the closing of the Merger.


(2)This credit facility was issued by VUHI and is guaranteed by SIGECO, Indiana Gas and VEDO.

(3)This credit facility was issued by VCC and is guaranteed by Vectren.

Other. As of June 30, 2019,March 31, 2020, certain financial institutions agreed to issue, from time to time, up to $50 million of letters of credit on behalf of Vectren and certain of its subsidiaries in exchange for customary fees. These agreements to issue letters of credit expire on December 31, 2019.2020. As of June 30, 2019,March 31, 2020, such financial institutions had issued $21$20 million of letters of credit on behalf of Vectren and certain of its subsidiaries. 

Houston Electric had issued $68 million and $68 million of general mortgage bonds outstanding as of June 30, 2019March 31, 2020 and December 31, 2018,2019, respectively, as collateral for long-term debt of CenterPoint Energy that matures in 2028. These bonds are not reflected in Houston Electric’s consolidated financial statements because of the contingent nature of the obligations.

(13) Income Taxes

The Registrants reported the following effective tax rates:
 Three Months Ended June 30, Six Months Ended June 30,
 2019 2018 2019 2018
CenterPoint Energy (1)
13% 15% 12% 27%
Houston Electric (2)
19% 21% 19% 22%
CERC - Continuing operations (3)
—% 33% 14% 19%
CERC - Discontinued operations (4)
n/a
 24% n/a
 24%
  Three Months Ended March 31,
  2020 2019
CenterPoint Energy - Continuing operations (1)
 25% 9%
CenterPoint Energy - Discontinued operations (2) 
 10% 24%
Houston Electric (3)
 13% 18%
CERC - Continuing operations (4)
 21% 14%
CERC - Discontinued operations (5)
 15% 22%


(1)CenterPoint Energy’s lowerhigher effective tax rate on the loss from continuing operations for the three and six months ended June 30, 2019March 31, 2020 compared to the same periods for 2018three months ended March 31, 2019 was primarily due to lower earnings from the following:impairment of CenterPoint Energy’s investment in Enable. Other effective tax rate drivers include the non-deductible goodwill impairment at the Indiana Electric Integrated reporting unit, the impact of NOL carryback claims allowed under the CARES Act, and an increase in the amount of amortization of the net regulatory EDIT liability as decreed by regulators in certain jurisdictions; the impact of state tax law changes that resulted in the remeasurement of state deferred taxes; andtax liabilities for changes in apportionment, the releaseeffects of a valuation allowance on certain state net operating losses that are now expected to be utilized prior to expiration due to a current period law change.which were compounded by the book loss in the three months ended March 31, 2020.

(2)CenterPoint Energy’s lower effective tax rate on the loss from discontinued operations for the three months ended March 31, 2020 was primarily due to the non-deductible portions of goodwill impairments on the Energy Services and Infrastructure Services Disposal Groups.

(3)Houston Electric’sElectric's lower effective tax rate for the three and six months ended June 30, 2019March 31, 2020 compared to the same periods for 2018three months ended March 31, 2019 was primarily due to an increase in the amount of amortization of the net regulatory EDIT liability as decreed by regulators.liability.

(3)(4)CERC’s lowerhigher effective tax rate on income from continuing operations for the three and six months ended June 30, 2019March 31, 2020 compared to the same periods for 2018three months ended March 31, 2019 was primarily due to the following: an increasea decrease in the amount of amortization of the net regulatory EDIT liability as decreed by regulators in certain jurisdictions; the impact of state tax law changes that resulted in the remeasurement of state deferred taxes; and the release of a valuation allowance on certain state net operating losses that are now expected to be utilized prior to expiration due to a current period law change. The state law changes and valuation allowance release resulted in a lower than expected effective tax rate for the three months ended June 30, 2019 as compared to the three months ended June 30, 2018.liability.

(4)(5)CERC’s lower effective tax rate on incomethe loss from discontinued operations for the three and six months ended June 30, 2018March 31, 2020 was a resultdue to the non-deductible portion of the 21% federal income tax rate plus allocable state income taxes. There are no comparable periods in 2019 sincegoodwill impairment on the Internal Spin was completed in the third quarter of 2018.Energy Services Disposal Group.

On March 27, 2020, the CARES Act was enacted in response to the COVID-19 pandemic. The CARES Act provides relief to corporate taxpayers by permitting a five-year carryback of 2018-2020 NOLs, deferring the payment of the employer share of payroll taxes for the remaining months of 2020 until 2021 and 2022, increasing the 30% limitation on interest expense deductibility to 50% of adjusted taxable income for 2019 and 2020, and accelerating refunds for minimum tax credit carryforwards, among other provisions. The tax effects of changes in tax laws are recognized in the period in which the law is enacted. As such, CenterPoint Energy recorded a $19 million benefit resulting from carryback claims expected to be filed to refund taxes paid in prior years.

The Registrants reported a net uncertain tax liability, inclusive of interest and penalties, of less than$8 million as of March 31, 2020. A net $1 million fordecrease from December 31, 2019 was primarily driven by a favorable court of appeals decision resulting in a reduction of the three months ended June 30, 2019, which reflectsassociated state tax reserve. The Registrants believe that it is reasonably possible that a releasedecrease of approximately $1up to $5 million following the anticipated completion of Vectren’s 2016 IRS audit. No significant changes to the uncertainin unrecognized tax liability are expected overbenefits may occur in the next twelve months.12 months as a result of a lapse of statutes on older exposures and/or the filing

of applications for accounting method changes. For legacy CenterPoint Energy, tax years through 20162017 have been audited and settled with the IRS; however, during 2018, CenterPoint Energy filed an amended 2014 tax return to claim additional tax credits that is currently under review by the IRS. For the 2017 – 20192018-2020 tax years, CenterPoint Energy is a participant in the IRS’s Compliance Assurance Process. Legacy Vectren is not currently under audit with the IRS, and the 2017-2019 tax years are still open.


(14) 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 Distribution and Energy Services reportable segmentssegment and CenterPoint Energy’s Indiana Electric Integrated reportable segment. 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 Condensed Consolidated Balance Sheets as of June 30, 2019March 31, 2020 and December 31, 2018.2019. 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.

As of June 30, 2019,March 31, 2020, minimum purchase obligations are approximately:
CenterPoint Energy CERC
CenterPoint Energy (1)
 
CERC (1)
(in millions)(in millions)
Remaining six months of 2019$399
 $276
2020658
 459
Remaining nine months of 2020$464
 $309
2021488
 308
601
 417
2022576
 402
409
 234
2023350
 197
327
 175
2024228
 132
263
 168
2025 and beyond1,639
 1,276
2025208
 163
2026 and beyond1,622
 1,329


(1)Excludes Energy Services Disposal Group obligations.

Indiana Electric Integrated also has other 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.

CenterPoint Energy’s and CERC’s NGD have AMAs associated with their utility distribution service in Arkansas, Louisiana and Oklahoma with the Energy Services Disposal Group. The AMAs have varying terms, the longest of which expires in 2021. For further information, see Note 3.

(b)Guarantees and Product Warranties (CenterPoint Energy)

In the normal course of business, ESG enters into contracts requiring it 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 June 30, 2019,March 31, 2020, there were 6862 open surety bonds supporting future performance with an aggregate face amount of approximately $705$563 million. ESG’s exposure is less than the face amount of the surety bonds and is limited to the level of uncompleted work under the contracts. As of June 30, 2019,March 31, 2020, approximately 40%34% of the work was yet to be completed 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. Since ESG’s inception in 1994, 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 June 30, 2019March 31, 2020 and no amounts were recorded on CenterPoint Energy’s Condensed Consolidated Balance Sheets. The Merger purchase price allocation, including the fair value of liabilities for guarantees on the Merger Date, remains preliminary. See Note 3.

CenterPoint Energy issues parent company level guarantees to certain vendors, customers and other commercial counterparties of ESG. These guarantees do not represent incremental consolidated obligations, but rather, represent guarantees of subsidiary obligations to allow those subsidiaries to conduct business without posting other forms of assurance. As of June 30, 2019,March 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 $489$513 million as of June 30, 2019.March 31, 2020. 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 been issued in support of federal operations and maintenance projects for which a maximum exposure cannot be estimated based on the nature of the projects. 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.


(c)Guarantees and Product Warranties (CenterPoint Energy and CERC)

In the normal course of business, the Energy Services Disposal Group trades natural gas under supply contracts and enters into natural gas related transactions under transportation, storage and other contracts. In connection with the Energy Services Disposal Group’s business activities, CERC Corp. has issued guarantees to the Energy Services Disposal Group’s counterparties to guarantee the payment of the Energy Services Disposal Group’s obligations. While the Energy Services Disposal Group remains wholly-owned by CERC Corp., these guarantees do not represent incremental consolidated obligations, but rather, represent guarantees of the Energy Services Disposal Group’s obligations to allow the Energy Services Disposal Group to conduct business without posting other forms of assurance. As of March 31, 2020, the face amount of CERC Corp.’s guarantees of the Energy Services Disposal Group’s obligations was approximately $1.5 billion.

A CERC Corp. guarantee primarily has a one- or two-year term, although CERC Corp. would generally not be released from obligations incurred by the Energy Services Disposal Group prior to the termination of such guarantee unless the beneficiary of the guarantee affirmatively released CERC Corp. from its obligations under the guarantee. Since CERC Corp. has owned the Energy Services Disposal Group, CERC Corp. has not paid any amounts under any guarantees of the Energy Services Disposal Group’s obligations. While there can be no assurance that performance under any of these parent company guarantees will not be required in the future, CenterPoint Energy and CERC consider the likelihood of a material amount being incurred as remote.

On February 24, 2020, CenterPoint Energy, through its subsidiary CERC Corp., entered into the Equity Purchase Agreement to sell the Energy Services Disposal Group. Under the terms of the Equity Purchase Agreement, Athena Energy Services 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 closing of the sale. Additionally, to the extent that CERC Corp. retains any exposure relating to the guarantees of the Energy Services Disposal Group obligations 90 days after closing, Athena Energy Services will pay a 3% annualized fee on such exposure, increasing by 1% on an annualized basis every three months.

CenterPoint Energy and CERC recorded 0 amounts on their respective Condensed Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019 related to these guarantees.

(d)Legal, Environmental and Other Matters

Legal Matters

Gas Market Manipulation Cases (CenterPoint Energy and CERC).  CenterPoint Energy, its predecessor, Reliant Energy, and certain of their former subsidiaries were named as defendants in a large number of lawsuits filed against numerous gas market participants in a number of federal and western state courts in connection with the operation of the natural gas markets in 2000-2002. CenterPoint Energy and its affiliates were released or dismissed from all such cases, except for one case pending in federal court in Nevada in which CES, a subsidiary of CERC, is a defendant. Plaintiffs in that case allege a conspiracy to inflate Wisconsin natural gas prices in 2000-2002. In May 2016, the district court granted CES’s motion for summary judgment, dismissing CES from the case. In August 2018, the Ninth Circuit Court of Appeals reversed that ruling, and CES requested further appellate review of that decision (which review has been stayed pending approval of the settlement agreement described below).

Under a master separation agreement between CenterPoint Energy and a former subsidiary, RRI, CenterPoint Energy and its subsidiaries are entitled to be indemnified by RRI and its successors for any losses, including certain attorneys’ fees and other costs, arising out of these lawsuits.  Through a series of transactions, RRI became known as GenOn and a wholly-owned subsidiary of NRG. None of those transactions alters GenOn’s contractual obligations to indemnify CenterPoint Energy and its subsidiaries for certain liabilities, including their indemnification obligations regarding the gas market manipulation litigation. In June 2017, however, GenOn and various affiliates filed for protection under Chapter 11 of the U.S. Bankruptcy Code. In December 2018, GenOn completed its reorganization and emerged from Chapter 11. CenterPoint Energy, CERC, and CES submitted proofs of claim in the bankruptcy proceedings to protect their indemnity rights. In October 2018, CES, GenOn, and the plaintiffs reached an agreement to settle all claims against CES and CES’s indemnity claims against GenOn, subject to approvals by the bankruptcy court and the federal district court. In January 2019, the bankruptcy court approved the settlement between CES and GenOn, and in August 2019, the federal district court issued final approval. CES will now complete the settlement payments, and the matter should be concluded later this year. This settlement did not have a material adverse effect on CenterPoint Energy’s or CERC’s financial condition, results of operations or cash flows.

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 are cooperatingcooperated with the ongoing investigation conducted by the National Transportation Safety Board.Board, which concluded its investigation in December 2019 and issued a report without making any recommendations. Further, CenterPoint Energy and CERC contested and have since 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 allegealleged violations of Sections 14(a) of the Exchange Act and SEC Rule 14a-9 on the grounds that the Vectren Proxy Statement filed on June 18, 2018 was materially incomplete because it omitted material information concerning the Merger. The lawsuits also seek certification as class actions. In August 2018, the seven lawsuits were consolidated, and the Court denied the plaintiffs’ request for a preliminary injunction. TheIn October 2018, the plaintiffs filed their Consolidated Amended Class Action Complaint in October 2018, which the defendants have moved to dismiss and which motion remains pending. The plaintiffs filed their response in opposition to the motion to dismiss in January 2019, and Vectren filed its reply in support of the motion to dismiss in February 2019.Complaint. In December 2018, two plaintiffs voluntarily dismissed their lawsuits, forlawsuits. In September 2019, the court granted the defendants’ motion to dismiss and dismissed the remaining plaintiffs’ claims with prejudice, which the Court entered an order approving the voluntary dismissal and dismissed without prejudiceplaintiffs appealed in JanuaryOctober 2019. 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.

Environmental Matters

MGP Sites. CenterPoint Energy, CERC and their predecessors operated MGPs in the past. In addition, certain of CenterPoint Energy’s subsidiaries acquired through the Merger 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

all costs which they presently expectare obligated to incur in connection with activities at these sites, it is possible that future 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. The estimated range of possible remediation costs for the sites for which CenterPoint Energy and CERC believe they may have responsibility was based on remediation continuing for the time frame given in the table below.
  June 30, 2019
  CenterPoint Energy CERC
  (in millions, except years)
Amount accrued for remediation $7
 $7
Minimum estimated remediation costs 4
 4
Maximum estimated remediation costs 32
 32
Minimum years of remediation 30
 30
Maximum years of remediation 50
 50


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.

(ii)
Indiana MGPs (CenterPoint Energy). 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 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 five 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.

As of June 30, 2019, approximately $2 million of accrued costs related to these sites are included in Other liabilities on CenterPoint Energy’s Condensed Consolidated Balance Sheets. 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 share of the remediation efforts and are therefore net of exposures of other PRPs.

(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 CERC believe they may have responsibility was based on remediation continuing for the minimum time frame given in the table below.
 March 31, 2020
 CenterPoint Energy CERC
 (in millions, except years)
Amount accrued for remediation$11
 $7
Minimum estimated remediation costs7
 5
Maximum estimated remediation costs53
 32
Minimum years of remediation5
 30
Maximum years of remediation50
 50

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. While the EPA Phase I Reconsideration moves forward, the existing CCR compliance obligations remain in effect. In August 2019, the EPA proposed additional amendments to its CCR Rule with respect to beneficial reuse of ash and other materials. These amendments have not yet been finalized. The proposed revisions would not restrict Indiana Electric’s current beneficial reuse of its fly 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. 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 are necessary to determine the remaining service life of the ponds and whether a pond must be retrofitted with liners or closed in place, with bottom ash handling conversions completed. 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. In March 2018, Indiana Electric began posting ground water data monitoring reports annually to its public website in accordance with the requirements of the CCR Rule. This data preliminarily indicates potential groundwater impacts very close 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 is required to cease disposal of new ash in the ponds and commence closure of the ponds by October 31, 2020. CenterPoint Energy plans to seek extensions available under the CCR Rule that would allow Indiana Electric to continue to use the ponds through December 31, 2023. The inability to take these extensions may result 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. On April 24, 2019, Indiana Electric received an order from the IURC approving recovery in rates of costs associated with the closure of one of the ponds at F.B. Culley.Culley West pond, which has already commenced closure activities. CenterPoint Energy believes the language in the IURC order is favorable for future recovery of closure costs for Indiana Electric’s remaining ponds.

Indiana Electric continues to refine site specific estimates of closure costs. In March 2019, Indiana Electric entered into agreements with third parties for the excavation and beneficial reuse of the ash at the A.B. Brown ash pond. 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 a confidential settlement agreementagreements with oneits insurers. The proceeds of the insurers.  Any proceeds receivedthese settlements will offset costs that have been and will be incurred to close the ponds. In March 2019, Indiana Electric entered into agreements with third parties for the excavation and beneficial reuse of the ash at the A.B. Brown ash pond. 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 the ponded ash. On November 4, 2019, the EPA released a pre-publication copy of proposed revisions to the CCR Rule. CenterPoint Energy will evaluate the proposals to determine potential impacts to current compliance plans for its A.B. Brown and F.B. Culley generating stations.

As of June 30, 2019,March 31, 2020, CenterPoint Energy has recorded an approximate $90$69 million ARO, which represents the discounted value of future cash flow estimates to close the ponds at A.B. Brown and F.B. Culley. The fair value of the ARO assumed on the Merger Date is preliminary.  This estimate is also subject to change in the near term 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 anticipated outcome ofsettlements in the aforementioned insurance proceeding. In addition to these removal costs, Indiana Electric also anticipates equipment purchases of between $60 million and $80 million to complete the A.B. Brown closure project.

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 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.


(15) Earnings Per Share (CenterPoint Energy)

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.
Three Months Ended June 30, Six Months Ended June 30, Three Months Ended March 31,
2019 2018 2019 2018 2020 2019
(in millions, except share and per share amounts)  
Numerator:       
Continuing Operations Numerator:    
Income (loss) from continuing operations $(1,053) $143
Less: Preferred stock dividend requirement 29
 29
Income (loss) available to common shareholders - basic$165
 $(75) $305
 $90
 (1,082) 114
Add back: Series B Preferred Stock dividend—
 —
 —
 —
Income (loss) available to common shareholders - diluted$165
 $(75) $305
 $90
Add back: Series B Preferred Stock dividend (2)
 —
 —
Income (loss) available to common shareholders from continuing operations - diluted $(1,082) $114
Discontinued Operations Numerator:    
Income (loss) from discontinued operations $(146) $26
           
Denominator:           
Weighted average common shares outstanding - basic502,200,000
 431,523,000
 501,862,000
 431,378,000
 502,388,000
 501,521,000
Plus: Incremental shares from assumed conversions:           
Restricted stock (1)
2,631,000
 —
 2,631,000
 3,029,000
 —
 2,423,000
Series B Preferred Stock (2)
—
 —
 —
 —
 —
 —
Weighted average common shares outstanding - diluted504,831,000
 431,523,000
 504,493,000
 434,407,000
 502,388,000
 503,944,000
           
Earnings per common share:       
Basic earnings (loss) per common share$0.33
 $(0.17) $0.61
 $0.21
Diluted earnings (loss) per common share$0.33
 $(0.17) $0.61
 $0.21
Earnings (loss) per common share:    
Basic earnings (loss) per common share - continuing operations $(2.15) $0.23
Basic earnings (loss)per common share - discontinued operations (0.29) 0.05
Basic Earnings (Loss) Per Common Share $(2.44) $0.28
    
Diluted earnings (loss) per common share - continuing operations $(2.15) $0.23
Diluted earnings (loss) per common share - discontinued operations (0.29) 0.05
Diluted Earnings (Loss) Per Common Share $(2.44) $0.28



(1)The potentially dilutive impact from restricted stock awards applies the treasury stock method. Under this method, an increase in the average fair market value of Common Stock can result in a greater dilutive impact from these securities. 3,029,0002,567,000 incremental shares from assumed conversions of restricted stock have not been included in the computation of diluted earnings (loss) per share for the three months ended June 30, 2018,March 31, 2020, as their inclusion would be anti-dilutive.

(2)The potentially dilutive impact from Series B Preferred Stock applies the if-converted method in calculating diluted earnings per common share. Under this method, diluted earnings per common share is adjusted for the more dilutive effect of the Series B Preferred Stock as a result of either its accumulated dividend for the period in the numerator or the assumed-converted common share equivalent in the denominator. The computation of diluted earnings per common share outstanding for the three and six months ended June 30,March 31, 2020 and 2019 excludes 32,121,000Series B Preferred Stock dividends of $17 million and 32,121,000$17 million, respectively, and 35,923,000 and 34,354,000 potentially dilutive shares, respectively, because to include them would be anti-dilutive. However, these shares could be potentially dilutive in the future.


(16) Reportable Segments

The Registrants’ determination of reportable segments considers the strategic operating units under which the Registrants manageRegistrants’ CODM manages sales, allocateallocates resources and assessassesses performance of various products and services to wholesale or retail customers in differing regulatory environments. The Registrants use operatingAs of January 1, 2020, the Registrants’ CODM views net income as the measure of profit or loss for the reportable segments otherrather than Midstream Investments, where equity in earnings is used.the previous measure of operating income. Certain prior year amounts have been reclassified to conform to the current year presentation.

As of June 30, 2019,March 31, 2020, reportable segments by Registrant were as follows:
Registrants Houston Electric T&D Indiana Electric Integrated Natural Gas Distribution 
Energy
 Services
Infrastructure ServicesMidstream InvestmentsCorporate and Other
CenterPoint EnergyXXX X X X X
Houston Electric X      
CERC     X XX


TheCenterPoint Energy’s and Houston Electric’s Houston Electric T&D reportable segment consists of electric transmission and distribution services in the Texas Gulf Coast area.

TheCenterPoint Energy’s Indiana Electric Integrated reportable segment consists of electric transmission and distribution services primarily to southwestern Indiana and includes power generation and wholesale power operations.

CenterPoint Energy’s Natural Gas Distribution 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.Texas; (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.

CERC’s Natural Gas Distribution 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, Louisiana, Minnesota, Mississippi, Oklahoma and Texas.

•TheTexas; (ii) permanent pipeline connections through interconnects with various interstate and intrastate pipeline companies through CEIP, formerly included in the Energy Services reportable segment consistssegment; and (iii) temporary delivery of non-rate regulated natural gas salesLNG and services operations.CNG throughout the contiguous 48 states through MES, formerly included in the Energy Services reportable segment.

•The Infrastructure Services reportable segment consists of underground pipeline construction and repair services.

TheCenterPoint Energy’s Midstream Investments reportable segment consists of the equity investment in Enable (excluding the Enable Series A Preferred Units).

CenterPoint Energy’s Corporate and Other reportable segment consists of energy performance contracting and sustainable infrastructure services through ESG and other corporate operations which support all of the business operations of CenterPoint Energy.

CERC’s Corporate and Other reportable segment consists primarily of corporate operations which support all of the business operations of CERC.

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, which consists 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 3 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 consists of non-rate regulated natural gas sales and service operations. Accordingly, the previously reported Energy Services reportable segment has been eliminated. The transaction is expected to close in the second quarter of 2020. See Note 3 for further information.



Financial data for reportable segments is as follows:

CenterPoint Energy
 Three Months Ended June 30,
 2019 2018
 Revenues from
External
Customers		 Net
Intersegment
Revenues		 
Operating
Income
(Loss)
 Revenues from
External
Customers		 Net
Intersegment
Revenues		 Operating
Income
 (in millions)
Houston Electric T&D$765
(1)$—
 $169
 $854
(1)$—
 $181
Indiana Electric Integrated140
 —
 25
 —
 —
 —
Natural Gas Distribution650
 10
 47
 487
 8
 7
Energy Services838
 17
 29
 841
 19
 15
Infrastructure Services325
 1
 24
 —
 —
 —
Midstream Investments (2)
—
 —
 —
 —
 —
 —
Corporate and Other80
 —
 (7) 4
 —
 (16)
Eliminations—
 (28) —
 —
 (27) —
Consolidated$2,798
 $—
 $287
 $2,186
 $—
 $187
Six Months Ended June 30,Three Months Ended March 31,
2019 20182020
Revenues from
External
Customers
 
Net
Intersegment
Revenues
 
Operating
Income
(Loss)
 
Revenues from
External
Customers
 
Net
Intersegment
Revenues
 
Operating
Income
(Loss)
Revenues from
External
Customers
 Equity in Earnings of Unconsolidated Affiliates 
Depreciation
and
Amortization
 Interest Income Interest Expense 
Income Tax Expense
(Benefit)
 Net Income (Loss)
(in millions)(in millions)
Houston Electric T&D$1,454
(1)$—
 $253
 $1,605
(1)$—
 $296
$638
(3)$—
 $129
 $1
(1)$(41)(2)$5
 $37
Indiana Electric Integrated223
 —
 16
 —
 —
 —
129
 —
 25
 —
 (6) 3
 (171)
Natural Gas Distribution2,039
 20
 214
 1,630
 18
 163
1,318
 —
 111
 1
 (32) 56
 204
Energy Services2,020
 81
 62
 2,098
 47
 (11)
Infrastructure Services471
 1
 8
 —
 —
 —
Midstream Investments (2)
—
 —
 —
 —
 —
 —
Midstream Investments—
 (1,475) —
 —
 (14) (361) (1,127)
Corporate and Other82
 —
 17
 48
 (96) (50) 4
Eliminations—
 —
 —
 (50) 50
 —
 —
Continuing Operations$2,167
 $(1,475) $282
 $—
 $(139) $(347) (1,053)
Discontinued Operations, net            (146)
Consolidated            $(1,199)
             
Three Months Ended March 31,
2019
Revenues from
External
Customers
 Equity in Earnings of Unconsolidated Affiliates 
Depreciation
and
Amortization
 Interest Income Interest Expense 
Income Tax Expense
(Benefit)
 Net Income (Loss)
(in millions)
Houston Electric T&D$689
(3)$—
 $175
 $4
(1)$(40)(2)$6
 $30
Indiana Electric Integrated83
 —
 16
 —
 (3) (2) (9)
Natural Gas Distribution1,415
 —
 95
 1
 (23) 26
 120
Midstream Investments—
 62
 —
 2
 (12) 28
 24
Corporate and Other122
 —
 (21) 8
 —
 (10)42
 —
 14
 46
 (84) (44) (22)
Eliminations—
 (102) —
 —
 (65) —
—
 —
 —
 (41) 41
 —
 —
Consolidated$6,329
 $—
 $532
 $5,341
 $—
 $438
$2,229
 $62
 $300
 $12
 $(121) $14
 143
Discontinued Operations, net            26
Consolidated            $169


(1)Excludes interest income from Securitization Bonds of $1 million and $2 million for the three months ended March 31, 2020 and 2019, respectively.

(2)Excludes interest expense on Securitization Bonds of $8 million and $12 million for the three months ended March 31, 2020 and 2019, respectively.

(3)CenterPoint Energy’s Houston Electric T&D&D’s revenues from major external customers are as follows:
  Three Months Ended June 30, Six Months Ended June 30,
  2019 2018 2019 2018
  (in millions)
Affiliates of NRG $165
 $169
 $316
 $330
Affiliates of Vistra Energy Corp. 59
 59
 113
 113


(2)CenterPoint Energy’s Midstream Investments’ equity earnings, net are as follows:
  Three Months Ended June 30, Six Months Ended June 30,
  2019 2018 2019 2018
  (in millions)
Enable $74
 $58
 $136
 $127
  Three Months Ended March 31,
  2020 2019
  (in millions)
Affiliates of NRG $156
 $151
Affiliates of Vistra Energy Corp. 81
 54


Houston Electric

Houston Electric consists of a single reportable segment; therefore, a tabular reportable segment presentation has not been
included.


(1)Houston Electric T&D revenues from major external customers are as follows:
Houston Electric’s T&D revenues from major external customers are as follows:
 Three Months Ended June 30, Six Months Ended June 30, Three Months Ended March 31,
 2019 2018 2019 2018 2020 2019
 (in millions) (in millions)
Affiliates of NRG $165
 $169
 $316
 $330
 $156
 $151
Affiliates of Vistra Energy Corp. 59
 59
 113
 113
 81
 54


CERC
 Three Months Ended June 30,
 2019 2018
 Revenues from
External
Customers		 Net
Intersegment
Revenues		 Operating
Income
(Loss)		 Revenues from
External
Customers		 Net
Intersegment
Revenues		 Operating
Income
(Loss)
 (in millions)
Natural Gas Distribution$503
 $10
 $28
 $487
 $8
 $7
Energy Services839
 16
 29
 841
 19
 15
Other Operations—
 —
 1
 —
 —
 —
Eliminations—
 (26) —
 —
 (27) —
Consolidated$1,342
 $—
 $58
 $1,328
 $—
 $22
Six Months Ended June 30,Three Months Ended March 31,
2019 20182020
Revenues from
External
Customers
 
Net
Intersegment
Revenues
 
Operating
Income
(Loss)
 
Revenues from
External
Customers
 
Net
Intersegment
Revenues
 
Operating
Income
 (Loss)
Revenues from
External
Customers
 
Depreciation
and
Amortization
 Interest Income Interest Expense 
Income Tax Expense
(Benefit)
 Net Income (Loss)
(in millions)(in millions)
Natural Gas Distribution$1,688
 $20
 $192
 $1,630
 $18
 $163
$1,008
 $74
 $1
 $(21) $44
 $134
Energy Services2,021
 80
 62
 2,098
 47
 (11)
Corporate and Other1
 —
 —
 —
 —
 1
3
 —
 21
 (31) (9) (3)
Eliminations—
 (100) —
 —
 (65) —
—
 —
 (22) 22
 —
 —
Continuing Operations$1,011
 $74
 $—
 $(30) $35
 131
Discontinued Operations, net          (64)
Consolidated$3,710
 $—
 $254
 $3,728
 $—
 $153
          $67
           
Three Months Ended March 31,
2019
Revenues from
External
Customers
 
Depreciation
and
Amortization
 Interest Income Interest Expense 
Income Tax Expense
(Benefit)
 Net Income (Loss)
(in millions)
Natural Gas Distribution$1,211
 $73
 $1
 $(19) $26
 $119
Corporate and Other1
 —
 20
 (31) (8) (9)
Eliminations—
 —
 (21) 21
 —
 —
Continuing Operations$1,212
 $73
 $—
 $(29) $18
 110
Discontinued Operations, net          28
Consolidated          $138

CenterPoint Energy and CERC
Total AssetsTotal Assets
June 30, 2019 December 31, 2018March 31, 2020 December 31, 2019
CenterPoint
 Energy
 CERC CenterPoint
Energy		 CERC
CenterPoint
 Energy
 CERC CenterPoint
Energy		 CERC
(in millions)(in millions)
Houston Electric T&D$11,478
 $—
 $10,509
 $—
$10,870
 $—
 $11,264
 $—
Indiana Electric Integrated (1)
2,989
 —
 —
 —
3,015
 —
 3,168
 —
Natural Gas Distribution (1)
12,946
 6,843
 6,956
 6,956
13,979
 7,562
 14,105
 7,698
Energy Services1,262
 1,262
 1,558
 1,558
Infrastructure Services (1)
1,303
 —
 —
 —
Midstream Investments2,915
 —
 2,482
 —
915
 —
 2,473
 —
Corporate and Other (1)
4,278
(2)108
 6,156
(2)66
Eliminations(2,982) (398) (652) (366)
Corporate and Other, net of eliminations2,969
 (87) 2,555
 (90)
Continuing Operations31,748
 7,475
 33,565
 7,608
Assets Held for Sale1,647
 675
 1,964
 904
Consolidated$34,189
 $7,815
 $27,009
 $8,214
$33,395
 $8,150
 $35,529
 $8,512


(1)Total assets by reportable segment include assets acquired in the Merger, which are based on preliminary estimates and allocations and are subject to change. See Note 3.


(2)Includes pension and other postemployment-related regulatory assets of $639 million and $665 million, respectively, as of June 30, 2019 and December 31, 2018. Additionally, total assets as of December 31, 2018 included $3.9 billion of temporary investments included in Cash and cash equivalents on CenterPoint Energy’s Consolidated Balance Sheets.

(17) Supplemental Disclosure of Cash Flow Information

CenterPoint Energy and CERC elected not to separately disclose discontinued operations on their respective Condensed Statements of Consolidated Cash Flows. See Note 3 for certain supplemental cash flow disclosures related to the Infrastructure Services and Energy Services Disposal Groups. The table below provides supplemental disclosure of cash flow information:information and has not been recast to exclude the Infrastructure Services and Energy Services Disposal Groups.
Six Months Ended June 30,Three Months Ended March 31,
2019 20182020 2019
CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERCCenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC
(in millions)(in millions)
Cash Payments/Receipts:                      
Interest, net of capitalized interest$231
 $113
 $55
 $167
 $90
 $50
$148
 $68
 $35
 $154
 $86
 $35
Income taxes (refunds), net142
 73
 3
 88
 120
 3
Income tax refunds, net—
 —
 —
 (4) —
 —
Non-cash transactions:         
           
  
Accounts payable related to capital expenditures173
 86
 72
 133
 75
 69
200
 110
 66
 166
 98
 49
ROU assets obtained in exchange for lease liabilities (1)
42
 1
 28
 —
 —
 —
14
 —
 5
 29
 1
 26

(1)Includes2019 includes the transition impact of adoption of ASU 2016-02 Leases.

The table below provides a reconciliation of cash, cash equivalents and restricted cash reported in the Condensed Consolidated Balance Sheets to the amount reported in the Condensed Statements of Consolidated Cash Flows:Flows and has not been recast to exclude the Infrastructure Services and Energy Services Disposal Groups.
June 30, 2019 December 31, 2018March 31, 2020 December 31, 2019
CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERCCenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC
(in millions)(in millions)
Cash and cash equivalents$271
 $260
 $1
 $4,231
 $335
 $14
$220
 $196
 $1
 $241
 $216
 $2
Restricted cash included in Prepaid expenses and other current assets61
 33
 4
 46
 34
 11
27
 19
 —
 30
 19
 —
Restricted cash included in Other—
 —
 —
 1
 1
 —
Total cash, cash equivalents and restricted cash shown in Condensed Statements of Consolidated Cash Flows$332
 $293
 $5
 $4,278
 $370
 $25
$247
 $215
 $1
 $271
 $235
 $2


(18) Related Party Transactions (Houston Electric and CERC)

Houston Electric and CERC participate in aCenterPoint Energy’s 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 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 table below summarizes CenterPoint Energy money pool activity:
June 30, 2019
December 31, 2018March 31, 2020
December 31, 2019
Houston Electric
CERC
Houston Electric
CERCHouston Electric
CERC
Houston Electric
CERC
(in millions)(in millions, except interest rates)
Money pool investments (borrowings) (1)
$794
 $180
 $(1) $114
$(133) $—
 $481
 $—
Weighted average interest rate2.67% 2.67% 2.42% 2.42%1.98% 1.98% 1.98% 1.98%

(1)Included in Accounts and notes receivable (payable)–affiliated companies on Houston Electric’s and CERC’s respective Condensed Consolidated Balance Sheets.


Houston Electric and CERC affiliate related net interest income (expense) were as follows:
 Three Months Ended June 30, Six Months Ended June 30,
 2019 2018 2019 2018
 Houston Electric CERC Houston Electric CERC Houston Electric CERC Houston Electric CERC
 (in millions)
Interest income (expense) (1)$6
 $1
 $—
 $—
 $9
 $2
 $—
 $(2)
  Three Months Ended March 31,
  2020 2019
  Houston Electric CERC Houston Electric CERC
   
Interest income (expense) (1) $1
 $—
 $3
 $1

(1)Interest income is included in Other income (expense), net and interest expense is included in Interest and other finance charges on Houston Electric’s and CERC’s respective Condensed 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 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.

Amounts charged for these services were as follows and are included primarily in operation and maintenance expenses:
  Three Months Ended June 30, Six Months Ended June 30,
  2019 2018 2019 2018
  Houston Electric CERC Houston Electric CERC Houston Electric CERC Houston Electric CERC
  (in millions)
Corporate service charges $42
 $32
 $47
 $35
 $94
 $75
 $91
 $69
Net affiliate service charges (billings) (2) 2
 (3) 3
 (4) 4
 (5) 5

Infrastructure Services provides pipeline construction and repair services to CERC. Amounts charged for operation and maintenance expenses by Infrastructure Services to CERC were not significant from February 1, 2019 to June 30, 2019. Additionally, CERC, through CES, sells natural gas to Indiana Electric for use in electric generation activities. Amounts charged by CERC to Indiana Electric were not significant from February 1, 2019 to June 30, 2019.
  Three Months Ended March 31,
  2020 2019
  Houston Electric CERC Houston Electric CERC
  (in millions)
Corporate service charges $49
 $55
 $52
 $43
Net affiliate service charges (billings) (6) 6
 (2) 2

The table below presents transactions among Houston Electric, CERC and their parent, Utility Holding.
 Three Months Ended June 30, Six Months Ended June 30, Three Months Ended March 31,
 2019 2018 2019 2018 2020 2019
 Houston Electric CERC Houston Electric CERC Houston Electric CERC Houston Electric CERC Houston Electric CERC Houston Electric CERC
 (in millions)  
Cash dividends paid to parent $16
 $83
 $31
 $125
 $40
 $103
 $63
 $211
 $385
 $32
 $24
 $20
Cash contribution from parent —
 —
 —
 —
 590
 —
 —
 —
 —
 —
 590
 —


(19)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 at transition were $30 million, $1 million and $27 million for CenterPoint Energy, Houston Electric and CERC, respectively. The Merger was completed on February 1, 2019, and as such the amounts 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 expense and lease income are recognized on a straight-line basis over the lease term for operating leases.

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. 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. Variable payments are 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 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’ lease agreements are primarily equipment and real property leases, including land and office facility leases. The Registrants’ lease terms may include options to extend or terminate a lease when it is reasonably certain that those options will be exercised. The Registrants have elected an accounting policy that exempts leases with terms of one year or less from the recognition requirements of ASU 842.

The components of lease cost, included in Operation and maintenance expense on the Registrants’ respective Condensed Statements of Consolidated Income, are as follows:
  Three Months Ended June 30, Six Months Ended June 30,
  2019 2019
  CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC
  (in millions)
Operating lease cost $7
 $—
 $2
 $11
 $—
 $3
Short-term lease cost 18
 3
 —
 23
 5
 —
Total lease cost $25
 $3
 $2
 $34
 $5
 $3


Supplemental balance sheet information related to leases was as follows:
  June 30, 2019
  CenterPoint Energy Houston Electric CERC
  (in millions, except lease term and discount rate)
Assets:      
Operating ROU assets (1)
 $72
 $1
 $26
Total leased assets $72
 $1
 $26
Liabilities:      
Current operating lease liability (2)
 $22
 $—
 $5
Non-current operating lease liability (3)
 50
 1
 21
Total leased liabilities $72
 $1
 $26
       
Weighted-average remaining lease term (in years) - operating leases 5.2
 5.5
 8.1
Weighted-average discount rate - operating leases 3.41% 3.51% 3.67%


(1)Reported within Other assets in the Condensed Consolidated Balance Sheets.

(2)Reported within Current other liabilities in the Condensed Consolidated Balance Sheets.

(3)Reported within Other liabilities in the Condensed Consolidated Balance Sheets.

As of June 30, 2019, maturities of operating lease liabilities were as follows:
 CenterPoint Energy 
Houston
 Electric
 CERC
 (in millions)
Remaining six months of 2019$14
 $—
 $3
202021
 1
 5
202115
 —
 4
20228
 —
 4
20237
 —
 3
20243
 —
 2
2025 and beyond12
 —
 9
Total lease payments80
 1
 30
Less: Interest8
 —
 4
Present value of lease liabilities$72
 $1
 $26


The following table sets forth information concerning the Registrants’ obligations under non-cancelable long-term operating leases as of December 31, 2018:    
 CenterPoint Energy 
Houston
 Electric
 CERC
 (in millions)
2019$6
 $1
 $5
20206
 —
 5
20215
 —
 4
20224
 —
 4
20233
 —
 3
2024 and beyond12
 —
 11
Total (1)
$36
 $1
 $32

(1)The Merger was completed on February 1, 2019. As such, these amounts are exclusive of Vectren’s leases.

As of June 30, 2019, maturities of undiscounted operating lease payments to be received are as follows:
 CenterPoint Energy 
Houston
 Electric
 CERC
 (in millions)
Remaining six months of 2019$2
 $—
 $—
20202
 1
 —
20212
 —
 —
20222
 —
 —
20232
 —
 —
20242
 —
 —
2025 and beyond10
 —
 —
Total lease payments to be received$22
 $1
 $—



Other information related to leases is as follows:
  Three Months Ended June 30, Six Months Ended June 30,
  2019 2019
  CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC
  (in millions)
Operating cash flows from operating leases included in the measurement of lease liabilities $7
 $—
 $1
 $12
 $1
 $2


(20) Equity

Dividends Declared and Paid (CenterPoint Energy)

CenterPoint Energy paid dividends on its Common Stock during the sixthree months ended June 30,March 31, 2020 and 2019 and 2018 as presented in the table below:
Declaration Date Record Date Payment Date Per Share 
Total
(in millions)
December 12, 2018
 
February 21, 2019
 
March 14, 2019
 $0.2875
 $144
April 25, 2019
 
May 16, 2019
 
June 13, 2019
 0.2875
 144
Total 2019     $0.5750
 $288
         
December 13, 2017
 
February 15, 2018
 
March 8, 2018
 $0.2775
 $120
April 26, 2018
 
May 17, 2018
 
June 14, 2018
 0.2775
 120
Total 2018     $0.5550
 $240
Declaration Date Record Date Payment Date Per Share 
Total
(in millions)
February 3, 2020
 
February 20, 2020
 
March 12, 2020
 $0.2900
 $145
Total 2020     $0.2900
 $145
         
December 12, 2018
 
February 21, 2019
 
March 14, 2019
 $0.2875
 $144
Total 2019     $0.2875
 $144

CenterPoint Energy declared no dividends on its Series A Preferred Stock or Series B Preferred Stock during the three or six months ended June 30, 2018.


CenterPoint Energy paid dividends on its Series A Preferred Stock during the sixthree months ended June 30,March 31, 2020 and 2019 as presented in the table below:
Declaration Date Record Date Payment Date Per Share 
Total
(in millions)
 Record Date Payment Date Per Share 
Total
(in millions)
February 3, 2020
 
February 14, 2020
 
March 2, 2020
 $30.6250
 $25
Total 2020 $30.6250
 $25
    
December 12, 2018
 
February 15, 2019
 
March 1, 2019
 $32.1563
 $26
 
February 15, 2019
 
March 1, 2019
 $32.1563
 $26
Total 2019 $32.1563
 $26
 $32.1563
 $26

CenterPoint Energy paid dividends on its Series B Preferred Stock during the sixthree months ended June 30,March 31, 2020 and 2019 as presented in the table below:
Declaration Date Record Date Payment Date Per Share 
Total
(in millions)
 Record Date Payment Date Per Share 
Total
(in millions)
February 3, 2020
 
February 14, 2020
 
March 2, 2020
 $17.5000
 $17
Total 2020 $17.5000
 $17
    
December 12, 2018
 
February 15, 2019
 
March 1, 2019
 $17.5000
 $17
 
February 15, 2019
 
March 1, 2019
 $17.5000
 $17
April 25, 2019
 
May 15, 2019
 
June 3, 2019
 17.5000
 17
Total 2019 $35.0000
 $34
 $17.5000
 $17

Dividend Requirement on Preferred Stock (CenterPoint Energy)
Three Months Ended June 30, Six Months Ended June 30, Three Months Ended March 31,
2019 2018 2019 2018 2020 2019
(in millions)(in millions)
Series A Preferred Stock$13
 $—
 $25
 $—
 $12
 $12
Series B Preferred Stock17
 —
 34
 —
 17
 17
Total preferred stock dividend requirement$30
 $—
 $59
 $—
 $29
 $29



Accumulated Other Comprehensive Income (Loss)

Changes in accumulated comprehensive income (loss) are as follows:
           
Three Months Ended June 30,Three Months Ended March 31,
2019 20182020 2019
CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERCCenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC
(in millions)(in millions)
Beginning Balance$(107) $(15) $5
 $(63) $4
 $6
$(98) $(15) $10
 $(108) $(14) $5
Other comprehensive income (loss) before reclassifications:                      
Deferred gain (loss) from interest rate derivatives (1)—
 —
 —
 (1) —
 —
—
 —
 —
 (1) (1) —
Other comprehensive loss from unconsolidated affiliates(3) —
 —
 —
 —
 —
Amounts reclassified from accumulated other comprehensive loss:                      
Prior service cost (2)1
 —
 —
 1
 —
 —
Actuarial losses (2)2
 —
 —
 1
 —
 —
Tax expense(1) —
 —
 —
 —
 —
Net current period other comprehensive income2
 —
 —
 1
 —
 —
Ending Balance$(105) $(15) $5
 $(62) $4
 $6
           
Six Months Ended June 30,
2019 2018
CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC
(in millions)
Beginning Balance$(108) $(14) $5
 $(68) $—
 $6
Other comprehensive income (loss) before reclassifications:           
Deferred gain (loss) from interest rate derivatives (1)(1) (1) —
 4
 5
 —
Amounts reclassified from accumulated other comprehensive loss:           
Prior service cost (2)1
 —
 —
 1
 —
 —
Actuarial losses (2)4
 —
 —
 3
 —
 —
2
 —
 —
 2
 —
 —
Reclassification of deferred loss from cash flow hedges realized in net income1
 —
 —
 —
 —
 —
—
 —
 —
 1
 —
 —
Tax expense(2) —
 —
 (2) (1) —
(1) —
 —
 (1) —
 —
Net current period other comprehensive income (loss)3
 (1) —
 6
 4
 —
(2) —
 —
 1
 (1) —
Ending Balance$(105) $(15) $5
 $(62) $4
 $6
$(100) $(15) $10
 $(107) $(15) $5


(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 Registrants’ respective Statements of Consolidated Income. Over the next twelve months estimated amortization from Accumulated Comprehensive Income into income is expected to be immaterial.

(2)Amounts are included in the computation of net periodic cost and are reflected in Other income (expense), net in each of the Registrants’ respective Statements of Consolidated Income.


Series C Preferred Stock Private Placement (CenterPoint Energy)

On May 6, 2020, CenterPoint Energy entered into agreements for the private placement of 725,000 shares of its Series C Preferred Stock, at a price of $1,000 share, resulting in gross proceeds of $725 million.

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 passu to the existing Series A Preferred Stock and Series B Preferred Stock and senior to the Common Stock, but will participate in a liquidation only on an as-converted to Common Stock basis.

Conversion 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 number of Common Stock equal 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 Common Stock, CenterPoint Energy may, at its election, make a cash payment equal to the product of (i) the then current market price of the Common Stock multiplied by (ii) the number of shares of Common Stock that such holder would have been entitled 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 converted at the current conversion price, CenterPoint Energy would issue an incremental 47,354,670 shares of Common Stock.

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 would have been entitled to receive in a conversion.

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 on a parity with or 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.

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 gross proceeds of $675 million.

(21)(20) Subsequent Events (CenterPoint Energy)

CenterPoint Energy Dividend Declarations
Equity Instrument Declaration Date Record Date Payment Date Per Share Declaration Date Record Date Payment Date Per Share
Common Stock(1) 
July 31, 2019
 
August 15, 2019
 
September 12, 2019
 $0.2875
 
April 24, 2020
 
May 21, 2020
 
June 11, 2020
 $0.1500
Series A Preferred Stock 
July 31, 2019
 
August 15, 2019
 
September 3, 2019
 30.6250
Series B Preferred Stock 
July 31, 2019
 
August 15, 2019
 
September 3, 2019
 17.5000
 
April 24, 2020
 
May 15, 2020
 
June 1, 2020
 17.5000

(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.

Enable Distributions Declarations (CenterPoint Energy)
Equity Instrument Declaration Date Record Date Payment Date Per Unit Distribution 
Expected Cash Distribution
(in millions)
Enable common units 
August 2, 2019
 
August 20, 2019
 
August 27, 2019
 $0.3305
 $77
Enable Series A Preferred Units 
August 2, 2019
 
August 2, 2019
 
August 14, 2019
 0.6250
 9
Equity Instrument Declaration Date Record Date Payment Date Per Unit Distribution 
Expected Cash Distribution
(in millions)
Enable common units (1)
 
May 5, 2020
 
May 19, 2020
 
May 27, 2020
 $0.16525
 $39
Enable Series A Preferred Units 
May 5, 2020
 
May 5, 2020
 
May 15, 2020
 0.62500
 9

(1)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.

Divestiture of Infrastructure Services (CenterPoint Energy)

On April 9, 2020, CenterPoint Energy completed the previously announced sale of the Infrastructure Services Disposal Group to PowerTeam Services for $850 million in cash, subject to an adjustment for working capital and other contractual adjustments. The net proceeds of the sale were used to repay a portion of outstanding CenterPoint Energy debt. See Note 3 for further information.

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 to provide for an initial fund balance for reimbursement for approximately $5 million.

Private Placements

On May 6, 2020, CenterPoint Energy entered into agreements for the private placements of its Series C Preferred Stock and its Common Stock. For more information about the private placements, see Note 19.


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

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 Interim Condensed Financial Statements contained in this Form 10-Q and the Registrants’ combined 20182019 Form 10-K. 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. In this Form 10-Q, the terms “our,” “we” and “us” are used as abbreviated references to CenterPoint Energy, Inc. together with its consolidated subsidiaries. No Registrant makes any representations as to the information related solely to CenterPoint Energy or the subsidiaries of CenterPoint Energy other than itself.

RECENT EVENTS

Merger with Vectren.COVID-19 Impacts. On February 1, 2019, pursuantMarch 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 quarantine and “stay-at-home” orders in our service territories. CenterPoint Energy has experienced some resulting disruptions to its business operations, as these restrictions have significantly impacted many sectors of the economy with various businesses curtailing or ceasing normal operations. For example, since mid-March, we have had to restrict access to our administrative offices around the United States. However, we continue to be productive through alternate work arrangements, leveraging a strong technology platform to support our employees working remotely at home 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, delaying certain work types, 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.

Our first priority in our response to this crisis 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. 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 the Merger Agreement, CenterPoint Energy consummatedbusiness, including for health, safety and environmental matters and personnel issues, and addresses various impacts of the previously announced Mergersituation, as they have been developing. We also have modified certain business practices (including those related to employee travel, employee work locations and acquired Vectrencancellation of physical participation in meetings, events and conferences) to conform to government restrictions and best practices encouraged by the Centers for approximately $6 billionDisease 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 also working with our suppliers to understand the 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. This is a rapidly evolving situation and could lead to extended disruption of economic activity in cash.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.

An extended slowdown of economic growth, decreased demand for commodities and/or material changes in governmental or regulatory policy in the United States could result in lower 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. The ability of our customers, contractors and suppliers to meet their obligations to us, including payment obligations, could also be negatively impacted under the current economic conditions. In our NGD service territories and for Indiana Electric, we have informed customers that disconnections for non-payment will be temporarily suspended. For more information aboutHouston Electric, we are following PUCT orders regarding disconnection practices related to those customers impacted by COVID-19. To the Merger,extent these conditions in our service territories persist, our bad debt expense from uncollectible accounts could increase, negatively impacting our financial condition, results of operations and cash flows. 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 current macroeconomic conditions and the decline in our common stock price, we identified a triggering event to perform an interim goodwill impairment test 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 Notes 1 and 3Note 10 to the Interim Condensed Financial Statements. Concurrent

As of the date of this Form 10-Q, our efforts to respond to the challenges presented by the conditions described above and minimize the impacts to our business have yielded results. 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, including, among others, the ultimate duration and geographic spread of COVID-19, the consequences of governmental and other measures designed to prevent the spread of COVID-19, the development of effective 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 II of this Form 10-Q.

Enable Quarterly Distributions. The price of, and global demand for, natural gas, NGLs and crude oil have declined significantly 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. In addition, the recent dispute over crude oil production levels between Russia and members of the Organization of the Petroleum Exporting Countries led by Saudi Arabia have exacerbated the sharp decline in the price of NGLs and crude oil. Despite the subsequent agreement in April 2020 by a coalition of nations including Russia and Saudi Arabia to reduce production of crude oil, the price of NGLs and crude oil have remained significantly depressed and, in the case of crude oil, have at times reached a negative price. 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 have announced and begun to implement plans to reduce production and decrease the drilling and completion of wells in response to these conditions, which include reductions in the Merger, 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 begun 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. For further information, see “—Liquidity and Capital Resources—Future Sources and Uses of Cash” below.

CenterPoint Energy added two new reportable segments, Indiana Electric IntegratedFinancial Measures. On April 1, 2020, in response to the current business environment and Infrastructure Services, to strengthen its five reportable segments disclosedfinancial position and adjust for the reduction in cash flow related to the reduction in Enable quarterly common unit distributions, CenterPoint Energy’s 2018 Form 10-K.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 descriptionloss of $1,475 million on its investment in Enable for the Registrants’ reportable segments,three months ended March 31, 2020. This loss included an impairment charge on its investment in Enable of $1,541 million. For further discussion, see Note 169 to the Interim Condensed Financial Statements.

Debt Transactions. CenterPoint EnergyLeadership Transition. On February 19, 2020, the Board of Directors appointed John W. Somerhalder II to the position of Interim President and Chief Executive Officer. On April 1, 2020, the Board of Directors appointed Kristie L. Colvin to the position of Interim Executive Vice President and Chief Financial Officer in addition to her position as Chief Accounting Officer. In January 2019, Houston Electric issued $700 million aggregate principal amountconjunction with their respective appointments, Mr. Somerhalder and Ms. Colvin also have been appointed to serve on the Board of general mortgage bonds, and in May 2019,Directors of Enable GP.

Business Divestitures. On February 3, 2020, CenterPoint Energy, through its subsidiary VUSI, entered into a $1.0 billion variable rate term loan.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 the Equity Purchase Agreement to sell the Energy Services Disposal Group. The transaction is expected to close in the second quarter of 2020. For morefurther information, about the 2019 debt transactions, see Note 123 to the Interim Condensed Financial Statements.

Regulatory Proceedings. 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. A settlement has been reached and a final order from the PUCT was received on March 9, 2020 and were implemented on April 23, 2020. For details related to

our pending and completed regulatory proceedings and orders related to the TCJA to date in 2019,2020, see “—Liquidity and Capital Resources —Regulatory Matters” below.

Private Placements. On May 6, 2020, CenterPoint Energy entered into agreements for the private placements of its Series C Preferred Stock and its Common Stock. For more information about the private placements, see Note 19 to the Interim Condensed Financial Statements.

New Directors and Board of Directors Committee. On May 6, 2020, at the recommendation of the Governance Committee, the Board of Directors appointed David J. Lesar and Barry T. Smitherman to the Board of Directors effective immediately. Messrs. Lesar and Smitherman have been elected to serve as directors of CenterPoint Energy until the expiration of their respective terms on the date of its annual meeting of shareholders in 2021 and until their successors are elected and qualified. Messrs. Lesar and Smitherman are expected to stand for election as directors at the annual meeting of shareholders in 2021. Messrs. Lesar and Smitherman will serve on the Board of Directors’ newly established Business Review and Evaluation Committee, which will assist the Board in evaluating and optimizing the various businesses, assets and ownership interests currently held by CenterPoint Energy.

CENTERPOINT ENERGY CONSOLIDATED RESULTS OF OPERATIONS

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 the Registrants’ combined 20182019 Form 10-K.10-K and in Item 1A of Part II of this Form 10-Q.
Three Months Ended June 30, Six Months Ended June 30, Three Months Ended March 31,
2019 2018 2019 2018 2020 2019
(in millions, except per share amounts)  
Revenues$2,798
 $2,186
 $6,329
 $5,341
 $2,167
 $2,229
Expenses2,511
 1,999
 5,797
 4,903
 1,950
 2,018
Operating Income287
 187
 532
 438
 217
 211
Interest and Other Finance Charges(134) (91) (255) (169)
Interest on Securitization Bonds(10) (14) (22) (30)
Equity in Earnings of Unconsolidated Affiliate, net74
 58
 136
 127
Interest Expense and Other Finance Charges (139) (121)
Interest Expense on Securitization Bonds (8) (12)
Equity in Earnings of Unconsolidated Affiliates, net (1,475) 62
Interest Income —
 12
Interest Income from Securitization Bonds 1
 2
Other Income (Expense), net7
 (228) 24
 (242) 4
 3
Income (Loss) Before Income Taxes224
 (88) 415
 124
Income (Loss) from Continuing Operations Before Income Taxes (1,400) 157
Income Tax Expense (Benefit)29
 (13) 51
 34
 (347) 14
Income (Loss) from Continuing Operations (1,053) 143
Income (Loss) from Discontinued Operations (net of tax expense (benefit) of ($17) and $8, respectively) (146) 26
Net Income (Loss)195
 (75) 364
 90
 (1,199) 169
Preferred Stock Dividend Requirement30
 —
 59
 —
 29
 29
Income (Loss) Available to Common Shareholders$165
 $(75) $305
 $90
 $(1,228) $140
Basic Earnings (Loss) Per Common Share:    
Basic earnings (loss) per common share - continuing operations $(2.15) $0.23
Basic earnings (loss) per common share - discontinued operations (0.29) 0.05
Basic Earnings (Loss) Per Common Share$0.33
 $(0.17) $0.61
 $0.21
 $(2.44) $0.28
Diluted Earnings (Loss) Per Common Share:    
Diluted earnings (loss) per common share - continuing operations $(2.15) $0.23
Diluted earnings (loss) per common share - discontinued operations (0.29) 0.05
Diluted Earnings (Loss) Per Common Share$0.33
 $(0.17) $0.61
 $0.21
 $(2.44) $0.28


Three months ended June 30, 2019March 31, 2020 compared to three months ended June 30, 2018March 31, 2019

CenterPoint Energy reported a loss available to common shareholders of $1,228 million ($2.44 loss per diluted common share) for the three months ended March 31, 2020 compared to income available to common shareholders of $165$140 million ($0.330.28 per diluted common share) for the three months ended June 30, 2019 compared to a net loss of $75 million ($(0.17) per diluted share) for the three months ended June 30, 2018.March 31, 2019.


The increase in income available to common shareholdersdecrease of $240 million was primarily due to the following key factors:

a $186 million decrease in losses on the underlying value of the indexed debt securities related to the ZENS, included in Other Income (Expense), net shown above (losses recorded from AT&T Inc.’s acquisition of Time Warner Inc. in June 2018);

a $100 million increase in operating income discussed below in Results of Operations by Reportable Segment;

a $42 million increase in gain on marketable securities, included in Other Income (Expense), net shown above;

a $16 million increase in equity earnings from the investment in Enable, discussed further in Note 9 to the Interim Condensed Financial Statements;

a $7 million increase in miscellaneous other non-operating income, included in Other Income (Expense), net shown above; and

a $4 million decrease in interest expense related to lower outstanding balances of the Securitization Bonds.

These increases were partially offset by the following:

a $43 million increase in interest expense, primarily as a result of higher outstanding other long-term debt used to finance the Merger and additional long-term debt acquired through the Merger, discussed further in Notes 3 and 12 to the Interim Condensed Financial Statements;

a $42 million increase in income tax expense due to higher income before income taxes that was partially offset by the lower effective tax rate as explained below; and

a $30 million increase in preferred stock dividend requirements.

Six months ended June 30, 2019 compared to six months ended June 30, 2018

CenterPoint Energy reported income available to common shareholders of $305 million ($0.61 per diluted share) for the six months ended June 30, 2019 compared to $90 million ($0.21 per diluted share) for the six months ended June 30, 2018.

The increase of $215$1,368 million in income available to common shareholders was primarily due to the following key factors:

a $124 million increase in gain on marketable securities, included in Other Income (Expense), net shown above;

a $118$1,151 million decrease in losses onnet income from the underlying value of indexed debt securities related to the ZENS, included in Other Income, net shown above (losses recorded from Meredith Corporation’s acquisition of Time Inc. in March 2018 and AT&T Inc.’s acquisition of Time Warner Inc. in June 2018);

a $94 million increase in operating incomeMidstream Investments reportable segment further discussed below inunder Results of Operations by Reportable Segment;Segment below;

a $24$172 million increase in other miscellaneous non-operating income included in Other Income (Expense),loss from discontinued operations, net shown above that included $14 million in higher interest income, a $5 million increase in dividend incomerelated to the Infrastructure Services and $5 million in additional income from miscellaneous items;

a $9 million increase in equity earnings from the investment in Enable,Energy Services Disposal Groups further discussed further in Note 93 to the Interim Condensed Financial Statements; and

an $8a $162 million decrease in interest expense related to lower outstanding balancesnet income from the Indiana Electric Integrated reportable segment further discussed under Results of the Securitization Bonds.Operations by Reportable Segment below.


These increasesdecreases were partially offset by the following:

a $86an $84 million increase in interest expense, primarily as a resultnet income from the Natural Gas Distribution reportable segment further discussed under Results of higher outstanding other long-term debt used to finance the Merger and additional long-term debt acquired through the Merger, discussed further in Notes 3 and 12 to the Interim Condensed Financial Statements;Operations by Reportable Segment below;

a $59$26 million increase in preferred stock dividend requirements;net income from Corporate and Other further discussed under Results of Operations by Reportable Segment below; and

a $17$7 million increase in net income tax expense due to higher income before income taxes that was partially offsetfrom the Houston Electric T&D reportable segment further discussed under Results of Operations by the lower effective tax rate as explainedReportable Segment below.

Income Tax Expense - Continuing Operations

CenterPoint Energy’s effective tax rate from continuing operations reported for the three months ended June 30, 2019March 31, 2020 was 13%25% compared to 15%9% for the three months ended June 30, 2018. March 31, 2019.  The higher effective tax rate for the three months ended March 31, 2020 was primarily due to lower earnings from the impairment of CenterPoint Energy’s investment in Enable. Other effective tax rate drivers include the non-deductible goodwill impairment at the Indiana Electric Integrated reporting unit, the impact of NOL carryback claims allowed under the CARES Act, and an increase in the amount of remeasurement of state deferred tax liabilities for changes in apportionment, the effects of which were compounded by the book loss in the three months ended March 31, 2020.
Income Tax Expense - Discontinued Operations

CenterPoint Energy’s effective tax rate from discontinued operations reported for the sixthree months ended June 30, 2019March 31, 2020 was 12%10% compared to 27%24% for the sixthree months ended June 30, 2018.March 31, 2019. The lower effective tax rate for the three and six months ended June 30, 2019March 31, 2020 was primarily due to the following: an increase innon-deductible portions of goodwill impairments on the amount of amortization of the net regulatory EDIT liability as decreed by regulators in certain jurisdictions; the impact of state tax law changes that resulted in the remeasurement of state deferred taxes;Energy Services and the release of valuation allowances on certain state net operating losses that are now expected to be utilized prior to expiration due to a current period law change.Infrastructure Services Disposal Groups.


HOUSTON ELECTRIC’S MANAGEMENT’S NARRATIVE ANALYSIS
OF CONSOLIDATED RESULTS OF OPERATIONSIncome Tax Expense - Continuing Operations

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 more information regarding factors that may affect the future results of operations of Houston Electric’s business, please read “Risk Factors — Risk Factors Associated with Our Consolidated Financial Condition,” “— Risk Factors Affecting Electric Generation, Transmission and Distribution Businesses” and “— Other Risk Factors Affecting Our Businesses or CenterPoint Energy’s Interests in Enable Midstream Partners, LP” in Item 1A of Part I of the Registrants’ combined 2018 Form 10-K.
 Three Months Ended June 30, Six Months Ended June 30,
 2019 2018 2019 2018
 (in millions)
Revenues (1)
$765

$854

$1,451

$1,609
Expenses596

673

1,201

1,309
Operating income169

181

250

300
Interest and other finance charges(42) (36) (82) (69)
Interest on Securitization Bonds(10) (14) (22) (30)
Other income (expense), net6
 (3) 10
 (6)
Income before income taxes123

128

156

195
Income tax expense23
 27
 29
 42
Net income$100

$101

$127

$153

(1)Excludes weather hedge gain (loss) of $-0- and $3 million for the three and six months ended June 30, 2019, respectively, and $-0- and $(4) million for the three and six months ended June 30, 2018, respectively, recorded in Utility revenues on CenterPoint Energy’s Condensed Statements of Consolidated Income. See Note 7(a) to the Interim Condensed Financial Statements for more information on the weather hedge.

Three months ended June 30, 2019 compared to three months ended June 30, 2018

Houston Electric reported net income of $100 million for the three months ended June 30, 2019 compared to net income of $101 million for the three months ended June 30, 2018.  

The decrease of $1 million in net income was primarily due to the following key factors:

a $7 million decrease in TDU operating income discussed below in Results of Operations by Reportable Segment;

a $6 million increase in interest expense due to higher outstanding other long-term debt; and

a $5 million decrease in operating income from the Bond Companies.

These decreases were partially offset by the following:

a $9 million increase in Other income (expense), net that included $6 million of interest income on money pool investments and $3 million in miscellaneous other non-operating income;

a $4 million decrease in interest expense related to the Securitization Bonds; and

a $4 million reduction of income tax expense due to the lower effective tax rate as explained below.

Six months ended June 30, 2019 compared to six months ended June 30, 2018

Houston Electric reported net income of $127 million for the six months ended June 30, 2019 compared to net income of $153 million for the six months ended June 30, 2018.  

The decrease of $26 million in net income was primarily due to the following key factors:

a $39 million decrease in TDU operating income discussed below in Results of Operations by Reportable Segment, exclusive of a $7 million gain from the weather hedge recorded at CenterPoint Energy;

a $13 million increase in interest expense due to higher outstanding other long-term debt; and

an $11 million decrease in operating income from the Bond Companies.

These decreases were partially offset by the following:

a $16 million increase in Other income (expense), net that included $9 million of interest income on money pool investments, $3 million in interest income related to the Securitization Bonds and $4 million in miscellaneous other non-operating income;

a $13 million decrease in income tax expense primarily due to lower income and the lower effective tax rate as explained below; and

an $8 million decrease in interest expense related to the Securitization Bonds.

Income Tax Expense

Houston Electric’s effective tax ratecontinuing operations reported for the three months ended June 30, 2019March 31, 2020 was 19%25% compared to 21%9% for the three months ended June 30, 2018. Houston Electric’sMarch 31, 2019.  The higher effective tax rate for the three months ended March 31, 2020 was primarily due to lower earnings from the impairment of CenterPoint Energy’s investment in Enable. Other effective tax rate drivers include the non-deductible goodwill impairment at the Indiana Electric Integrated reporting unit, the impact of NOL carryback claims allowed under the CARES Act, and an increase in the amount of remeasurement of state deferred tax liabilities for changes in apportionment, the effects of which were compounded by the book loss in the three months ended March 31, 2020.
Income Tax Expense - Discontinued Operations

CenterPoint Energy’s effective tax rate from discontinued operations reported for the sixthree months ended June 30, 2019March 31, 2020 was 19%10% compared to 22%24% for the sixthree months ended June 30, 2018.March 31, 2019. The lower effective tax rate for both the three and six months ended June 30, 2019 was primarily due to an increase in the amount of amortization of the net regulatory EDIT liability as decreed by regulators.


CERC’S MANAGEMENT’S NARRATIVE ANALYSIS OF CONSOLIDATED RESULTS OF OPERATIONS

CERC’s results of operations are affected by seasonal fluctuations in the demand for natural gas and price movements of energy commodities as well as the optimization of margins through natural gas basis differentials. 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, competition in CERC’s various business operations, the effectiveness of CERC’s risk management activities, debt service costs and income tax expense. For more information regarding factors that may affect the future results of operations for CERC’s business, please read “Risk Factors — Risk Factors Associated with Our Consolidated Financial Condition,” “— Risk Factors Affecting Natural Gas Distribution and Competitive Energy Services Businesses” and “— Other Risk Factors Affecting Our Businesses or CenterPoint Energy’s Interests in Enable Midstream Partners, LP” in Item 1A of Part I of the Registrants’ combined 2018 Form 10-K.
 Three Months Ended June 30, Six Months Ended June 30,
 2019 2018 2019 2018
 (in millions)
Revenues$1,342
 $1,328
 $3,710
 $3,728
Expenses1,284
 1,306
 3,456
 3,575
Operating Income (Loss)58
 22
 254
 153
Interest and other finance charges(30) (33) (59) (62)
Other expense, net—
 (1) (3) (5)
Income (loss) from continuing operations before income taxes28
 (12) 192
 86
Income tax expense (benefit)—
 (4) 26
 16
Income (loss) from continuing operations28
 (8) 166
 70
Income from discontinued operations, net of tax—
 44
 —
 96
Net Income$28
 $36
 $166
 $166

Three months ended June 30, 2019 compared to three months ended June 30, 2018

CERC reported net income of $28 million for the three months ended June 30, 2019 compared to net income of $36 million for the three months ended June 30, 2018.  

The decrease of $8 million in net incomeMarch 31, 2020 was primarily due to the following key factors:

a $44 million decrease in income from discontinued operations, netnon-deductible portions of tax, discussed further in Notes 9goodwill impairments on the Energy Services and 13 to the Interim Condensed Financial Statements; and

a $4 million increase in income tax expense due to higher income from continuing operations, partially offset by the lower effective tax rate as explained below.

These decreases were partially offset by the following:

a $36 million increase in operating income discussed below in Results of Operations by Reportable Segment; and

a $3 million decrease in interest and other finance charges.

Six months ended June 30, 2019 compared to six months ended June 30, 2018

CERC reported net income of $166 million for the six months ended June 30, 2019 compared to net income of $166 million for the six months ended June 30, 2018.  

Net income was primarily impacted by the following key factors:

a $101 million increase in operating income discussed below in Results of Operations by Reportable Segment;

a $96 million decrease in income from discontinued operations, net of tax, discussed further in Notes 9 and 13 to the Interim Condensed Financial Statements;Infrastructure Services Disposal Groups.


a $10 million increase in income tax expense due to higher income from continuing operations, partially offset by the lower effective tax rate as explained below; andHOUSTON ELECTRIC’S MANAGEMENT’S NARRATIVE ANALYSIS

a $3 million decrease in interest and other finance charges.

Income Tax Expense - Continuing Operations

CenterPoint Energy’s effective tax rate from continuing operations reported for the three months ended March 31, 2020 was 25% compared to 9% for the three months ended March 31, 2019.  The higher effective tax rate for the three months ended March 31, 2020 was primarily due to lower earnings from the impairment of CenterPoint Energy’s investment in Enable. Other effective tax rate drivers include the non-deductible goodwill impairment at the Indiana Electric Integrated reporting unit, the impact of NOL carryback claims allowed under the CARES Act, and an increase in the amount of remeasurement of state deferred tax liabilities for changes in apportionment, the effects of which were compounded by the book loss in the three months ended March 31, 2020.
Income Tax Expense - Discontinued Operations

CenterPoint Energy’s effective tax rate from discontinued operations reported for the three months ended March 31, 2020 was 10% compared to 24% for the three months ended March 31, 2019. The lower effective tax rate for the three months ended March 31, 2020 was primarily due to the non-deductible portions of goodwill impairments on the Energy Services and Infrastructure Services Disposal Groups.


HOUSTON ELECTRIC’S MANAGEMENT’S NARRATIVE ANALYSIS
OF CONSOLIDATED RESULTS OF OPERATIONS

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 more information regarding factors that may affect the future results of operations of Houston Electric’s business, please read “Risk Factors — Risk Factors Associated with Our Consolidated Financial Condition,” “— Risk Factors Affecting Electric Generation, Transmission and Distribution Businesses” and “— Other Risk Factors Affecting Our Businesses or CenterPoint Energy’s Interests in Enable Midstream Partners, LP” in Item 1A of Part I of the Registrants’ combined 2019 Form 10-K and in Item 1A of Part II of this Form 10-Q.
  Three Months Ended March 31,
  2020 2019
 (in millions)
Revenues (1)

$634

$686
Expenses
552

605
Operating Income
82

81
Interest Expense and Other Finance Charges (41) (40)
Interest Expense on Securitization Bonds (8) (12)
Interest Income 1
 4
Interest Income from Securitization Bonds 1
 2
Other Income (Expense), net 3
 (2)
Income before Income Taxes
38

33
Income Tax Expense 5
 6
Net Income
$33

$27

(1)Excludes weather hedge gains of $4 million and $3 million for the three months ended March 31, 2020 and 2019, respectively, recorded in Utility revenues on CenterPoint Energy’s Condensed Statements of Consolidated Income. See Note 7(a) to the Interim Condensed Financial Statements for more information on the weather hedge.

Three months ended March 31, 2020 compared to three months ended March 31, 2019

Houston Electric reported net income of $33 million for the three months ended March 31, 2020 compared to net income of $27 million for the three months ended March 31, 2019.  

The increase of $6 million in net income from the Houston Electric T&D reportable segment is discussed below in Results of Operations by Reportable Segment, exclusive of weather hedges recorded at CenterPoint Energy.

Income Tax Expense

Houston Electric’s effective tax rate reported for the three months ended March 31, 2020 was 13% compared to 18% for the three months ended March 31, 2019. The lower effective tax rate for the three months ended March 31, 2020 was primarily due to an increase in the amount of amortization of the net regulatory EDIT liability.


CERC’S MANAGEMENT’S NARRATIVE ANALYSIS OF CONSOLIDATED RESULTS OF OPERATIONS

CERC’s results of operations are affected by seasonal fluctuations in the demand for natural gas and price movements of energy commodities as well as the optimization of margins through natural gas basis differentials. 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, competition in CERC’s various business operations, the effectiveness of CERC’s risk management activities, debt service costs and income tax expense. For more information regarding factors that may affect the future results of operations for CERC’s business, please read “Risk Factors — Risk Factors Associated with Our Consolidated Financial Condition,” “— Risk Factors Affecting Natural Gas Distribution and Competitive Energy Services Businesses” and “— Other Risk Factors Affecting Our Businesses or CenterPoint Energy’s Interests in Enable Midstream Partners, LP” in Item 1A of Part I of the Registrants’ combined 2019 Form 10-K and in Item 1A of Part II of this Form 10-Q.
  Three Months Ended March 31,
  2020 2019
 (in millions)
Revenues $1,011
 $1,212
Expenses 811
 1,052
Operating Income 200
 160
Interest Expense and Other Finance Charges (30) (29)
Other Expense, net (4) (3)
Income from Continuing Operations Before Income Taxes 166
 128
Income Tax Expense 35
 18
Income from Continuing Operations 131
 110
Income (Loss) from Discontinued Operations (net of tax expense (benefit) of ($11) and $8, respectively) (64) 28
Net Income $67
 $138

Three months ended March 31, 2020 compared to three months ended March 31, 2019

CERC reported net income of $67 million for the three months ended March 31, 2020 compared to net income of $138 million for the three months ended March 31, 2019.  

The decrease in net income of $71 million was primarily due to a $92 million decrease in income from discontinued operations, net of tax, discussed further in Note 3 to the Interim Condensed Financial Statements.

This decrease in net income was partially offset by the following:

a $15 million increase in net income from the Natural Gas Distribution reportable segment discussed further under Results of Operations by Reportable Segment below; and
a $6 million increase in net income from Corporate and Other.

Income Tax Expense - Continuing Operations

CERC’s effective tax rate on income from continuing operations for the three months ended June 30, 2019March 31, 2020 was 0%21% compared to 33%14% for the three months ended June 30, 2018.March 31, 2019. CERC’s higher effective tax rate on income from continuing operations for the sixthree months ended June 30, 2019 was 14%March 31, 2020 compared to 19% for the sixthree months ended June 30, 2018. The lower effective tax rate for both the three and six months ended June 30,March 31, 2019 was primarily due to the following: an increasea decrease in the amount of amortization of the net regulatory EDIT liability as decreed by regulators in certain jurisdictions;liability.

Income Tax Expense - Discontinued Operations

CERC’s effective tax rate from discontinued operations reported for the impact of state tax law changes that resulted inthree months ended March 31, 2020 was 15% compared to 22% for the remeasurement of state deferred taxes; and the release of a valuation allowance on certain state net operating losses that are now expected to be utilized prior to expiration due to a current period law change.three months ended March 31, 2019. The state law changes and valuation allowance release resulted in a lower than expected effective tax rate for the three months ended June 30, 2019.March 31, 2020 was due to the non-deductible portion of goodwill impairment on the Energy Services Disposal Group.


RESULTS OF OPERATIONS BY REPORTABLE SEGMENT

As of June 30, 2019,January 1, 2020, the Registrants’ CODM views net income as the measure of profit or loss for the reportable segments rather than the previous measure of operating income. Certain prior year amounts have been reclassified to conform to the current year presentation.

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. Accordingly, the previously reported Infrastructure Services reportable segment has been eliminated. The transaction closed on April 9, 2020. For further information, see Note 3 to the Interim Condensed 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 is expected to close in the second quarter of 2020. For further information, see Note 3 to the Interim Condensed Financial Statements.

As of March 31, 2020, reportable segments by Registrant were as follows:
Registrants Houston Electric T&D Indiana Electric Integrated Natural Gas Distribution 
Energy
 Services
Infrastructure ServicesMidstream InvestmentsCorporate and Other
CenterPoint EnergyXXX X X X X
Houston Electric X      
CERC     X XX

The Midstream Investments reportable segment consists of CenterPoint Energy’s equity investment in Enable and is therefore not included in the operating income table below. Included in revenues are intersegment sales, which are accounted for as if the sales were to third parties at current market prices. See Note 16 to the Interim Condensed Financial Statements for details of reportable segments by Registrant.

The following table presents operating income (loss) for each reportable segment:
 Three Months Ended June 30, Six Months Ended June 30,
 2019 2018 2019 2018
 (in millions)
CenterPoint Energy       
Houston Electric T&D$169
 $181
 $253
 $296
Indiana Electric Integrated25
 —
 16
 —
Natural Gas Distribution47
 7
 214
 163
Energy Services29
 15
 62
 (11)
Infrastructure Services24
 —
 8
 —
Corporate and Other(7) (16) (21) (10)
Total CenterPoint Energy Consolidated Operating Income$287
 $187
 $532
 $438
Houston Electric       
Houston Electric T&D$169
 $181
 $250
 $300
CERC       
Natural Gas Distribution$28
 $7
 $192
 $163
Energy Services29
 15
 62
 (11)
Other Operations1
 —
 —
 1
Total CERC Consolidated Operating Income$58
 $22
 $254
 $153




Houston Electric T&D (CenterPoint Energy and Houston Electric)Energy)

For information regarding factors that may affect the future results of operations of the Houston Electric T&D reportable segment, please read “Risk Factors — Risk Factors Associated with Our Consolidated Financial Condition,” “— Risk Factors Affecting Electric Generation, Transmission and Distribution Businesses” and “— Other Risk Factors Affecting Our Businesses or CenterPoint Energy’s Interests in Enable Midstream Partners, LP” in Item 1A of Part I of the Registrants’ combined 20182019 Form 10-K.10-K and in Item 1A of Part II of this Form 10-Q.

The following table provides summary data of the Houston Electric T&D reportable segment:
Three Months Ended June 30, Six Months Ended June 30, Three Months Ended March 31,
2019 2018 2019 2018 2020 2019
(in millions, except throughput and customer data)  
Revenues:       
Utility Revenues:    
TDU(1)$672
 $676
 $1,267
 $1,274
 $600
 $595
Bond Companies93
 178
 187
 331
 38
 94
Total revenues765
 854
 1,454
 1,605
Total utility revenues 638
 689
Expenses:           
Operation and maintenance, excluding Bond Companies357
 349
 723
 689
 358
 366
Depreciation and amortization, excluding Bond Companies94
 100
 187
 198
 99
 93
Taxes other than income taxes61
 60
 123
 121
 64
 62
Bond Companies84
 164
 168
 301
 31
 84
Total expenses596
 673
 1,201
 1,309
 552
 605
Operating Income$169
 $181
 $253
 $296
 86
 84
Operating Income:       
TDU$160
 $167
 $234
 $266
Bond Companies (1)
9
 14
 19
 30
Total segment operating income$169
 $181
 $253
 $296
Other Income (Expense)    
Interest expense and other finance charges (41) (40)
Interest expense on Securitization Bonds (8) (12)
Interest income 1
 4
Interest income from Securitization Bonds 1
 2
Other income (expense), net 3
 (2)
Income from Continuing Operations Before Income Taxes 42
 36
Income tax expense 5
 6
Net Income (1)
 $37
 $30
Throughput (in GWh):           
Residential7,985
 8,327
 13,168
 13,932
 5,351
 5,183
Total24,018
 23,688
 43,037
 43,332
 20,102
 19,019
Number of metered customers at end of period:           
Residential2,217,326
 2,179,048
 2,217,326
 2,179,048
 2,260,352
 2,206,563
Total2,506,124
 2,463,500
 2,506,124
 2,463,500
 2,552,739
 2,494,761
  
(1)OperatingNet income for CenterPoint Energy’s Houston Electric T&D reportable segment differs from the Bond Companies, together with $1net income for Houston Electric due to weather hedge gains (losses) recorded at CenterPoint Energy that are not recorded at Houston Electric. Utility revenues in CenterPoint Energy’s Condensed Statements of Consolidated Income included weather hedge gains (losses) of $4 million and $3 million of interest income for the three and six months ended June 30,March 31, 2020 and 2019, respectively, and $1 million of interest income for bothCenterPoint Energy’s Houston Electric T&D reportable segment. See Note 7(a) to the three and six months ended June 30, 2018, are necessary to pay interestInterim Condensed Financial Statements for more information on the Securitization Bonds.weather hedges.

Three months ended June 30, 2019March 31, 2020 compared to three months ended June 30, 2018March 31, 2019

TheCenterPoint Energy’s Houston Electric T&D reportable segment reported operatingnet income of $169$37 million for the three months ended June 30, 2019, consisting of $160March 31, 2020, compared to $30 million from the TDU and $9 million related to the Bond Companies. Forfor the three months ended June 30, 2018, operatingMarch 31, 2019.

Net income totaled $181 million, consisting of $167 million from the TDU and $14 million related to the Bond Companies.

TDU operating income decreasedincreased $7 million, primarily due to the following key factors:

lower usagedecreased operation and maintenance expenses of $13$17 million, inclusive of a $6 million decrease in severance costs, primarily due to a return to more normal weather;

lower equity return of $11 million, primarily related to the annual true-up of transition charges correcting for over-collections that occurred during the preceding 12 months;

higher depreciationlabor and amortization expense, primarily because of ongoing additions to plant in service,benefits costs, lower support services costs, and other taxes of $6 million; and

lower revenue of $6 million related to the impact of the TCJA.

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

higher transmission-related revenues of $22 million, exclusive of the TCJA mentioned above, partially offset by higher transmission costs billed by transmission providers of $13 million;

rate increases of $8 million related to distribution capital investments, exclusive of the TCJA mentioned above;contract services costs;

•customer growth of $7 million from the addition of almost 43,00058,000 customers; and

decreased operation and maintenance expenses of $3 million.a $5 million increase in Other income (expense), net due to income associated with corporate-owned life insurance.

Lower depreciation and amortization expenses relatedThese increases to AMS of $11 millionnet income were partially offset by a corresponding decrease in related revenues.

Six months ended June 30, 2019 compared to six months ended June 30, 2018

The Houston Electric T&D reportable segment reported operating income of $253 million for the six months ended June 30, 2019, consisting of $234 million from the TDU and $19 million related to the Bond Companies. For the six months ended June 30, 2018, operating income totaled $296 million, consisting of $266 million from the TDU and $30 million related to the Bond Companies.
TDU operating income decreased $32 million, primarily due to the following key factors:

lower usage of $28 million primarily due to a return to more normal weather;

lower equity return of $21 million, primarily related to the annual true-up of transition charges correcting for over-collections that occurred during the preceding 12 months;following:

higher depreciation and amortization expense, primarily because of ongoing additions to plant in service, and other taxes of $13$9 million;

increased operation and maintenance expenseslower equity return of $13$5 million, including $10primarily related to the annual true-up of transition charges to correct over-collections that occurred during the preceding 12 months;

lower miscellaneous revenues of $3 million, primarily related to right-of-way revenues;

decreased interest income of Merger-related severance costs;$3 million, primarily due to lower investments in the CenterPoint Energy money pool; and

•lower revenue of $12 million related to the impact of the TCJA.

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

higher transmission-related revenues of $38 million, exclusive of the TCJA mentioned above, partially offset by higher transmission costs billed by transmission providers of $22 million;

•customer growth of $13$9 million, from the addition of almost 43,000 customers;

rate increases of $13 million related to distribution capital investments, exclusive of the TCJA mentioned above; and

partially offset by higher miscellaneoustransmission-related revenues of $10 million primarily related to right-of-way revenues.$7 million.

Lower depreciation and amortization expenses related to AMS of $22$1 million were offset by a corresponding decrease in related revenues.


Indiana Electric Integrated (CenterPoint Energy)

For information regarding factors that may affect the future results of operations of the Indiana Electric Integrated reportable segment, please read “Risk Factors — Risk Factors Associated with Our Consolidated Financial Condition,” “— Risk Factors Affecting Electric Generation, Transmission and Distribution Businesses” and “— Other Risk Factors Affecting Our Businesses or CenterPoint Energy’s Interests in Enable Midstream Partners, LP” in Item 1A of Part I of the Registrants’ combined 20182019 Form 10-K.10-K and in Item 1A of Part II of this Form 10-Q.

The following table provides summary data of CenterPoint Energy’s Indiana Electric Integrated reportable segment:
Three Months Ended June 30, 2019 
Six Months Ended June 30, 2019 (1)
 Three Months Ended March 31,
(in millions, except throughput and customer data) 2020 
2019 (1)
Revenues$140
 $223
  
Utility Revenues $129
 $83
Expenses:       
Utility natural gas, fuel and purchased power40
 66
 35
 26
Operation and maintenance46
 94
 44
 48
Depreciation and amortization25
 41
 25
 16
Taxes other than income taxes4
 6
 4
 2
Goodwill Impairment 185
 —
Total expenses115
 207
 293
 92
Operating Income$25
 $16
Operating Loss (164) (9)
Other Income (Expense):    
Interest expense and other finance charges (6) (3)
Other income (expense), net 2
 1
Loss from Continuing Operations Before Income Taxes (168) (11)
Income tax expense (benefit) 3
 (2)
Net Loss $(171) $(9)
Throughput (in GWh):       
Retail1,157
 1,861
 1,078
 704
Wholesale94
 152
 63
 58
Total1,251
 2,013
 1,141
 762
Number of metered customers at end of period:       
Residential128,167
 128,167
 129,233
 128,194
Total147,076
 147,076
 148,265
 147,047

(1)Represents February 1, 2019 through June 30,March 31, 2019 results only due to the Merger.
  
Three months ended June 30,March 31, 2020 compared to three months ended March 31, 2019

TheCenterPoint Energy’s Indiana Electric Integrated reportable segment reported operating incomea net loss of $25$171 million for the three months ended June 30,March 31, 2020, compared to $9 million for the three months ended March 31, 2019. These results are not comparable to

The net loss increased $162 million as a result of the prior year as this reportable segment was acquired in the Merger asfollowing key factors:

a $185 million goodwill impairment charge further discussed in Note 310 to the Interim Condensed Financial Statements.Statements;

Sixa $9 million increase in depreciation and amortization expense from the inclusion of expense for three months ended June 30,in 2020 versus two months included in 2019 due to the Merger on February 1, 2019;

The
a $5 million increase in state and federal income taxes driven by growth in earnings and the non-deductible goodwill impairment;

a $3 million decrease in customer margin due to unfavorable weather not protected by weather normalization mechanisms; and

a $3 million increase in interest expense from the inclusion of expense for three months in 2020 versus two months included in 2019 due to the Merger on February 1, 2019.

These increases were partially offset by the following:

a $34 million increase in electric margin from the inclusion of results for three months in 2020 versus two months included in 2019 due to the Merger on February 1, 2019;

a $3 million increase in margin associated with the Indiana Electric Integrated reportable segment reported operating income of $16infrastructure replacement TDSIC program; and

a $4 million for the period ended June 30, 2019, which includesdecrease in operation and maintenance expensesexpense inclusive of $20a $19 million forreduction in Merger-related severance and incentive compensation costs. These results are not comparablecosts in 2019 and a timing related reduction of plant maintenance expenditures of $2 million, partially offset by a $17 million increase from the inclusion of expense for three months in 2020 versus two months included in 2019 due to the prior year as this reportable segment was acquired in the Merger as discussed in Note 3 to the Interim Condensed Financial Statements.on February 1, 2019.


Natural Gas Distribution (CenterPoint Energy)

For information regarding factors that may affect the future results of operations of CenterPoint Energy’s Natural Gas Distribution reportable segment, please read “Risk Factors — Risk Factors Associated with Our Consolidated Financial Condition,” “— Risk Factors Affecting Natural Gas Distribution and Competitive Energy Services Businesses” and “— Other Risk Factors Affecting Our Businesses or CenterPoint Energy’s Interests in Enable Midstream Partners, LP” in Item 1A of Part I of the Registrants’ combined 20182019 Form 10-K.10-K and in Item 1A of Part II of this Form 10-Q.

The following table provides summary data of CenterPoint Energy’s Natural Gas Distribution reportable segment:
Three Months Ended June 30, Six Months Ended June 30, Three Months Ended March 31,
2019 2018 2019 2018 2020 2019 (1)
(in millions, except throughput and customer data)  
Revenues$660
 $495
 $2,059
 $1,648
Revenues:    
Utility revenues $1,306
 $1,399
Non-utility revenues 12
 16
Total revenues 1,318
 1,415
Expenses:           
Utility natural gas, fuel and purchased power222
 185
 993
 852
Utility natural gas 574
 771
Non-utility cost of revenues, including natural gas 6
 10
Operation and maintenance239
 196
 546
 409
 267
 310
Depreciation and amortization105
 69
 200
 137
 111
 95
Taxes other than income taxes47
 38
 106
 87
 67
 60
Total expenses613
 488
 1,845
 1,485
 1,025
 1,246
Operating Income$47
 $7
 $214
 $163
 293
 169
Other Income (Expense):    
Interest expense and other finance charges (32) (23)
Interest income 1
 1
Other income (expense), net (2) (1)
Income from Continuing Operations Before Income Taxes 260
 146
Income tax expense 56
 26
Net Income $204
 $120
Throughput (in Bcf):           
Residential30
 23
 144
 110
 107
 114
Commercial and industrial102
 61
 238
 155
 146
 136
Total Throughput132
 84
 382
 265
 253
 250
Number of customers at end of period:           
Residential4,195,222
 3,204,897
 4,195,222
 3,204,897
 4,266,685
 4,219,795
Commercial and industrial347,092
 255,115
 347,092
 255,115
 350,009
 350,419
Total4,542,314
 3,460,012
 4,542,314
 3,460,012
 4,616,694
 4,570,214

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

Three months ended June 30, 2019March 31, 2020 compared to three months ended June 30, 2018March 31, 2019

CenterPoint Energy’s Natural Gas Distribution reportable segment reported operatingnet income of $47$204 million for the three months ended June 30, 2019March 31, 2020 compared to $7$120 million for the three months ended June 30, 2018.March 31, 2019.

Operating
Net income increased $40by $84 million primarily as a result of the following key factors:

a $19$65 million increase in operating income associated withmargin related to an additional month of earnings in 2020 related to the natural gas businessesIndiana and Ohio jurisdictions acquired in the Merger which includes the addition of overon February 1, million customers in Indiana and Ohio;

an increase of $8 million primarily driven by the timing of a decoupling mechanism (a revenue stabilization mechanism used to adjust revenues impacted by changes in natural gas consumption, including usage and weather) in Minnesota in CERC’s NGD service territory;2019;

rate increases of $7$46 million in Minnesota, Arkansas and Texas, exclusive of the TCJA impact discussed below, primarily from rate filings in Texas, Arkansas, Oklahoma, Louisiana and Mississippi in CERC’s NGD service territories;below;

a $3$44 million reduction in operation and maintenance expense, primarily due to a $53 million decrease in Merger-related severance costs in 2019, offset by an additional month of operation and maintenance expense in the Indiana and Ohio jurisdictions acquired in the Merger on February 1, 2019;

a $5 million increase in revenues associated with customer growth from the addition of over 48,00046,000 new customers in CERC’s NGD service territories;customers; and

lower operation and maintenance expenses of $6 million primarily driven by lower support services cost and lower bad debt costsan increase in CERC’s NGD service territories.


These increases were partially offset by the following:

increased depreciation and amortization expense of $4 million, primarily due to ongoing additions to plant-in-service, in CERC’s NGD service territories; and

lower revenue of $2$4 million related to the impact of the TCJA in CERC’s NGD service territories.

Decreased operation and maintenance expenses related to energy efficiency programs of $3 million wereArkansas, which was offset by corresponding decreaseslower TCJA revenue impacts in the related revenues in CERC’s NGD service territories.

Six months ended June 30, 2019 compared to six months ended June 30, 2018

CenterPoint Energy’s Natural Gas Distribution reportable segment reported operating income of $214 million for the six months ended June 30, 2019 compared to $163 million for the six months ended June 30, 2018.

Operating income increased $51 million primarily as a result of the following key factors:

an increase of $28 million primarily driven by the timing of a decoupling mechanism explained above in Minnesota in CERC’s NGD territory;

a $22 million increase in operating income associated with the natural gas businesses acquired in the Merger for the period from February 1, 2019 through June 30, 2019, which includes operationTexas, Indiana, Ohio and maintenance expenses of $43 million for Merger-related severance and incentive compensation costs, as well as the addition of over 1 million customers in Indiana and Ohio;

rate increases of $22 million, exclusive of the TCJA impact discussed below, primarily from rate filings in the NGD service territories;

an $8 million increase in revenues associated with customer growth from the addition of over 48,000 new customers in CERC’s NGD service territories; and

•lower other taxes of $2 million, primarily due to the Minnesota property tax tracking mechanism.Mississippi.

These increases were partially offset by the following:

lower revenuea $30 million increase in state and federal income taxes driven by growth in earnings and an additional month of $14 millionexpense in 2020 related to the impact ofIndiana and Ohio jurisdictions acquired in the TCJA in CERC’s NGD service territories;Merger on February 1, 2019;

higher operationa $16 million increase in depreciation and maintenance expenses ofamortization and a $12 million increase in CERC’s NGD service territories,other non-income related taxes, primarily due to Merger-related severance costs;capital projects placed in service in 2020 and an additional month of expense in 2020 related to the Indiana and Ohio jurisdictions acquired in the Merger on February 1, 2019;

$10 million of lower revenue attributed to milder weather and lower customer usage; and

increased depreciation and amortization expense ofa $9 million primarilyincrease in interest expense due to ongoing additionsincremental financing to plant-in-service,fund capital projects and an additional month of expense in CERC’s NGD service territories.2020 related to the Indiana and Ohio jurisdictions acquired in the Merger on February 1, 2019.

DecreasedIncreased operation and maintenance expenses related to energy efficiency programs of $11$1 million and decreased taxes other than income taxes of $5 million were offset by corresponding increases and decreases in the related revenues in CERC’s NGD service territories.revenues.




Natural Gas Distribution (CERC)

For information regarding factors that may affect the future results of operations of CERC’s Natural Gas Distribution reportable segment, please read “Risk Factors — Risk Factors Associated with Our Consolidated Financial Condition,” “— Risk Factors Affecting Natural Gas Distribution and Competitive Energy Services Businesses” and “— Other Risk Factors Affecting Our Businesses or CenterPoint Energy’s Interests in Enable Midstream Partners, LP” in Item 1A of Part I of the Registrants’ combined 20182019 Form 10-K.10-K and in Item 1A of Part II of this Form 10-Q.

The following table provides summary data of CERC’s Natural Gas Distribution reportable segment:
Three Months Ended June 30, Six Months Ended June 30, Three Months Ended March 31,
2019 2018 2019 2018 2020 2019
(in millions, except throughput and customer data)  
Revenues$513
 $495
 $1,708
 $1,648
Revenues:    
Utility revenues $996
 $1,195
Non-utility revenues 12
 16
Total revenues 1,008
 1,211
Expenses:          

Utility natural gas187
 185
 875
 852
 472
 687
Non-utility cost of revenues, including natural gas 6
 10
Operation and maintenance187
 196
 410
 409
 204
 227
Depreciation and amortization73
 69
 145
 137
 74
 73
Taxes other than income taxes38
 38
 86
 87
 50
 49
Total expenses485
 488
 1,516
 1,485
 806
 1,046
Operating Income$28
 $7
 $192
 $163
 202
 165
Other Income (Expense):    
Interest expense and other finance charges (21) (19)
Interest income 1
 1
Other income (expense), net (4) (2)
Income from Continuing Operations Before Income Taxes 178
 145
Income tax expense 44
 26
Net Income $134
 $119
Throughput (in Bcf):           
Residential22
 23
 113
 110
 74
 91
Commercial and industrial63
 61
 161
 155
 90
 98
Total Throughput85
 84
 274
 265
 164
 189
Number of customers at end of period:           
Residential3,248,679
 3,204,897
 3,248,679
 3,204,897
 3,299,011
 3,261,669
Commercial and industrial259,504
 255,115
 259,504
 255,115
 261,120
 261,709
Total3,508,183
 3,460,012
 3,508,183
 3,460,012
 3,560,131
 3,523,378

Three months ended June 30, 2019March 31, 2020 compared to three months ended June 30, 2018March 31, 2019

CERC’s Natural Gas Distribution reportable segment reported operatingnet income of $28$134 million for the three months ended June 30, 2019March 31, 2020 compared to $7$119 million for the three months ended June 30, 2018.March 31, 2019.

OperatingNet income increased $21$15 million primarily as a result of the following key factors:

an increase of $8 million partially driven by the timing of a decoupling mechanism (a revenue stabilization mechanism used to adjust revenues impacted by changes in natural gas consumption, including usage and weather) in Minnesota;

rate increases of $7$28 million in Minnesota, Arkansas and Texas, exclusive of the TCJA impact discussed below, primarily from rate filings in Texas, Arkansas, Oklahoma, Louisiana and Mississippi;below;

lower
a $17 million reduction in operation and maintenance expensesexpense, inclusive of $6a $10 million decrease in Merger-related severance costs in 2019, primarily drivendue to lower labor benefits and support services costs;

higher revenue of $5 million related to the impact of the TCJA in Arkansas, which was offset by lower support servicesTCJA revenue impacts in Texas and lower bad debt costs;Mississippi; and

a $3$2 million increase in revenues associated with customer growth from the addition of over 48,000almost 37,000 new customers.

These increases were partially offset primarily by the following:

an $18 million increase in state and federal income taxes and interest expense, primarily due to increased taxable income;

$8 million of lower revenue attributed to milder weather and lower customer usage as compared to the three months ended March 31, 2019;

a $5 million increase in property and other non-income related taxes, primarily due to increases in local tax rates and property valuations;

a $2 million increase in interest expense, primarily due to increased debt financing to fund an increase in capital projects in 2020; and

a $1 million increase in depreciation and amortization expensefrom an increase of $4 million, primarily due to ongoing additions to plant-in-service; and


lower revenue of $2 million related to the impact of the TCJA.incremental capital projects placed in service in 2020.

Decreased operation and maintenance expenses related to energy efficiency programs of $3$5 million and taxes other than income taxes of $4 million were offset by corresponding decreases in the related revenues.

Six months ended June 30, 2019 compared to six months ended June 30, 2018

CERC’s Natural Gas Distribution reportable segment reported operating income of $192 million for the six months ended June 30, 2019 compared to $163 million for the six months ended June 30, 2018.

Operating income increased $29 million primarily as a result of the following key factors:

an increase of $28 million primarily driven by the timing of a decoupling mechanism explained above in Minnesota;

rate increases of $22 million, exclusive of the TCJA impact discussed below;

an $8 million increase in revenues associated with customer growth from the addition of over 48,000 new customers; and

lower other taxes of $2 million, primarily due to the Minnesota property tax tracking mechanism.

These increases were partially offset by the following:

lower revenue of $14 million related to the impact of the TCJA;

higher operation and maintenance expenses of $12 million, primarily due to Merger-related severance costs; and

increased depreciation and amortization expense of $9 million, primarily due to ongoing additions to plant-in-service.

Decreased operation and maintenance expenses related to energy efficiency programs of $11 million were offset by corresponding decreases in the related revenues.



Energy Services (CenterPoint Energy and CERC)

For information regarding factors that may affect the future results of operations of the Energy Services reportable segment, please read “Risk Factors — Risk Factors Associated with Our Consolidated Financial Condition,” “— Risk Factors Affecting Natural Gas Distribution and Competitive Energy Services Businesses” and “— Other Risk Factors Affecting Our Businesses or CenterPoint Energy’s Interests in Enable Midstream Partners, LP” in Item 1A of Part I of the Registrants’ combined 2018 Form 10-K.
The following table provides summary data of the Energy Services reportable segment:
 Three Months Ended June 30, Six Months Ended June 30,
 2019 2018 2019 2018
 (in millions, except throughput and customer data)
Revenues$855
 $860
 $2,101
 $2,145
Expenses:       
Non-utility cost of revenues, including natural gas798
 820
 1,980
 2,101
Operation and maintenance25
 21
 50
 46
Depreciation and amortization3
 3
 8
 8
Taxes other than income taxes—
 1
 1
 1
Total expenses826
 845
 2,039
 2,156
Operating Income (Loss)$29
 $15
 $62
 $(11)
        
Timing impacts related to mark-to-market gain (loss)$30
 $8
 $49
 $(72)
Throughput (in Bcf)298
 311
 677
 686
Approximate number of customers at end of period (1)
31,000
 30,000
 31,000
 30,000

(1)Does not include approximately 68,000 and 71,000 natural gas customers as of June 30, 2019 and 2018, respectively, that are under residential and small commercial choice programs invoiced by their host utility.

Three months ended June 30, 2019 compared to three months ended June 30, 2018

The Energy Services reportable segment reported operating income of $29 million for the three months ended June 30, 2019 compared to an operating income of $15 million for the three months ended June 30, 2018. 

Operating income increased $14 million primarily as a result of a $22 million increase from mark-to-market accounting for derivatives associated with certain natural gas purchases and sales used to lock in economic margins. This increase was partially offset by:

a $5 million decrease in margin, primarily due to the impact of less price volatility on natural gas storage activity; and

a $3 million increase in operation and maintenance expenses, primarily due to higher employee benefit expenses, higher contract and services expenses related to pipeline integrity testing and higher facilities expenses.

Six months ended June 30, 2019 compared to six months ended June 30, 2018

The Energy Services reportable segment reported operating income of $62 million for the six months ended June 30, 2019 compared to an operating loss of $11 million for the six months ended June 30, 2018. 

Operating income increased $73 million primarily as a result of a $121 million increase from mark-to-market accounting for derivatives associated with certain natural gas purchases and sales used to lock in economic margins. This increase was partially offset by:

a $44 million decrease in margin due to fewer opportunities to optimize natural gas costs relative to last year, primarily in the first quarter of 2019.  Specifically, weather-facilitated market impacts in various regions of the continental United

States during the three months ended March 31, 2018 allowed Energy Services to increase its margins in the first quarter of 2018; and

a $4 million increase in operation and maintenance expenses, primarily due to higher benefits expenses, higher contract and services expenses related to pipeline integrity testing and higher facilities expenses.

Infrastructure Services (CenterPoint Energy)

For information regarding factors that may affect the future results of operations of the Infrastructure Services reportable segment, please read “Risk Factors — Risk Factors Associated with Our Consolidated Financial Condition,” “— Risk Factors Affecting Natural Gas Distribution and Competitive Energy Services Businesses” and “— Other Risk Factors Affecting Our Businesses or CenterPoint Energy’s Interests in Enable Midstream Partners, LP” in Item 1A of Part I of the Registrants’ combined 2018 Form 10-K.
The following table provides summary data of the Infrastructure Services reportable segment:
 Three Months Ended June 30, 2019 
Six Months Ended June 30, 2019 (1)
 (in millions)
Revenues$326
 $472
Expenses:   
Non-utility cost of revenues, including natural gas89
 132
Operation and maintenance197
 307
Depreciation and amortization15
 24
Taxes other than income taxes1
 1
Total expenses302
 464
Operating Income$24
 $8
Backlog at period end (2):
   
Blanket contracts (3)
$616
 $616
Bid contracts (4)
317
 317
Total$933
 $933

(1)Represents February 1, 2019 through June 30, 2019 results only due to the Merger.

(2)Backlog represents the amount of revenue Infrastructure Services expects to realize from work to be performed on uncompleted contracts in the next twelve months, including new contractual agreements on which work has not begun. Infrastructure Services operates primarily under two types of contracts, blanket contracts and bid contracts.

(3)Using blanket contracts, customers are not contractually committed to specific volumes of services; however, Infrastructure Services expects to be chosen to perform work needed by a customer in a given time frame. These contracts are typically awarded on an annual or multi-year basis. For blanket work, backlog represents an estimate of the amount of revenue that Infrastructure Services expects to realize from work to be performed in the next twelve months on existing contracts or contracts management expects to be renewed or awarded.

(4)Using bid contracts, customers are contractually committed to a specific service to be performed for a specific price, whether in total for a project or on a per unit basis.

Three months ended June 30, 2019

The Infrastructure Services reportable segment reported operating income of $24 million for the three months ended June 30, 2019, which includes $7 million of Merger-related amortization of intangibles for construction backlog recorded in non-utility cost of revenues, including natural gas and $5 million of Merger-related intangibles amortization recorded in depreciation and amortization. These results are not comparable to the prior year as this reportable segment was acquired in the Merger as discussed in Note 3 to the Interim Condensed Financial Statements.

Six months ended June 30, 2019

The Infrastructure Services reportable segment reported operating income of $8 million for the six months ended June 30, 2019, which includes $13 million for Merger-related severance and incentive compensation costs, $9 million of Merger-related amortization of intangibles for construction backlog recorded in non-utility cost of revenues, including natural gas and $7 million of Merger-related intangibles amortization recorded in depreciation and amortization. These results are not comparable to the prior year as this reportable segment was acquired in the Merger as discussed in Note 3 to the Interim Condensed Financial Statements.

Midstream Investments (CenterPoint Energy)
 
For information regarding factors that may affect the future results of operations of the Midstream Investments reportable segment, please read “Risk Factors — Risk Factors Affecting CenterPoint Energy’s Interests in Enable Midstream Partners, LP” and “— Other Risk Factors Affecting Our Businesses or CenterPoint Energy’s Interests in Enable Midstream Partners, LP” in Item 1A of Part I of the Registrants’ combined 20182019 Form 10-K.10-K and in Item 1A of Part II of this Form 10-Q.

The following table provides pre-tax equitythe net income (loss) of the Midstream Investments reportable segment:
  Three Months Ended June 30, Six Months Ended June 30,
  2019 2018 2019 2018
  (in millions)
Equity earnings from Enable, net $74
 $58
 $136
 $127
  Three Months Ended March 31,
  2020 2019
 (in millions)
Non-utility Revenues $—
 $—
Taxes other than income taxes (1) —
Total Expenses (1) —
Operating Income 1
 —
Other Income (Expense):    
Interest expense and other finance charges $(14) $(12)
Equity in earnings (loss) from Enable, net (1,475) 62
Interest income —
 $2
Income (Loss) from Continuing Operations Before Income Taxes (1,488) 52
Income tax expense (benefit) (361) 28
Net Income (Loss) $(1,127) $24
CenterPoint Energy’s Midstream Investment reportable segment reported a net loss of $1,127 million for the three months ended March 31, 2020, compared to net income of $24 million for the three months ended March 31, 2019.

Net income decreased $1,151 million primarily as a result of the following key factors:

a $1,541 million impairment charge recorded on CenterPoint Energy’s equity investment in Enable (see Note 9 to the Interim Condensed Financial Statements for further information); and

a $6 million decrease in Equity in Earnings from Enable.

These decreases were partially offset by the following:

a $389 million increase in income tax benefit primarily resulting from the impairment charge discussed above and a lower effective tax rate in 2020; and

a $10 million decrease in the loss on dilution.

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. For further information, see “—Liquidity and Capital Resources—Future Sources and Uses of Cash” below.

Corporate and Other (CenterPoint Energy)

The following table shows the operating lossnet income (loss) of CenterPoint Energy’s Corporate and Other reportable segment:Other:
Three Months Ended June 30, Six Months Ended June 30, Three Months Ended March 31,
2019 2018 2019 2018 2020 2019 (1)
(in millions)(in millions)
Revenues$80
 $4
 $122
 $8
Non-utility Revenues $82
 $42
Expenses:           
Non-utility cost of revenues, including natural gas53
 —
 90
 —
 58
 37
Operation and maintenance19
 11
 23
 (1) 5
 24
Depreciation and amortization15
 7
 28
 15
 17
 14
Taxes other than income taxes—
 2
 2
 4
 2
 2
Total87
 20
 143
 18
 82
 77
Operating Loss$(7) $(16) $(21) $(10) —
 (35)
Other Income (Expense)    
Gain (loss) on marketable securities (144) 83
Gain (loss) on indexed debt securities 135
 (86)
Interest expense and other finance charges (96) (84)
Interest income 48
 46
Other income, net 11
 10
Loss from Continuing Operations Before Income Taxes (46) (66)
Income tax benefit (50) (44)
Net Income (Loss) $4
 $(22)

(1)Includes only February 1, 2019 through March 31, 2019 results of the ESG business acquired in the Merger.

Three months ended June 30, 2019March 31, 2020 compared to three months ended June 30, 2018March 31, 2019

CenterPoint Energy’s Corporate and Other reportable segment reported an operating lossnet income of $7$4 million for the three months ended June 30, 2019March 31, 2020 compared to an operatinga net loss of $16$22 million for the three months ended June 30, 2018.March 31, 2019.

The operating loss decreased $9Net income increased $26 million primarily due to the following key factors:

a $13$221 million increase in operating income,gains on the underlying value of indexed debt securities related to the ZENS;

a $19 million decrease in operation and maintenance expenses primarily due to the following:

◦lower corporate allocations retained in continuing operations related to the Infrastructure Services Disposal Group of $11 million primarily from Merger-related severance and incentive compensation costs incurred in 2019 that did not recur in 2020;

◦decreased benefits and services costs of $4 million;

◦decreased software maintenance costs of $2 million; and

◦reduced Merger-related integration costs of $2 million incurred in 2019 that did not recur in 2020;

a $19 million increase in margin primarily related to higher margin of $9 million at ESG from two large federal projects in operating income associated with ESG, which was acquired in2020 and the Merger, inclusivereduction of a $5 million benefit related to a cumulative catch-up for remeasurement of the purchase price allocation related toMerger-related amortization of intangibles for operation and maintenance agreements and construction backlog recordedof $6 million in non-utility cost of revenues, including natural gas and $1 million of Merger-related intangibles amortization recorded in depreciation and amortization;gas; and

•a $3$6 million propertyincrease in income tax refund.benefit.

These decreasesincreases in the operating lossnet income were partially offset by the following:

a $5$227 million increase in operation and maintenance expenses primarily for Merger-related transaction and integration costs.

Six months ended June 30, 2019 compared to six months ended June 30, 2018

CenterPoint Energy’s Corporate and Other reportable segment reported an operating loss of $21 million for the six months ended June 30, 2019 compared to an operating loss of $10 million for the six months ended June 30, 2018.

The operating loss increased $11 million, primarily due to the following factors:losses on marketable securities;

a $13$12 million increase in operation and maintenance expenses primarilyinterest expense from the inclusion of expense for Merger-related transaction and integration costs;three months in 2020 versus two months included in 2019 due to additional debt acquired in the Merger on February 1, 2019; and

a $3 million operating loss associated with ESG, which wasincrease in depreciation and amortization from the inclusion of expense for three months in 2020 versus two months included in 2019 for businesses acquired in the Merger for the periodon February 1, 2019 through June 30, 2019, including operation and maintenance expenses of $2 million for Merger-related severance and incentive compensation costs, Merger-related amortization of intangibles for operation and maintenance agreements and construction backlog recorded in non-utility cost of revenues, including natural gas of $2 million and Merger-related intangibles amortization recorded in depreciation and amortization of $1 million.

These increases in the operating loss were partially offset by a $3 million property tax refund.2019.

Corporate and Other (CERC)

The following table shows the operatingnet income (loss) of CERC’s Corporate and Other reportable segment:Other:
 Three Months Ended June 30, Six Months Ended June 30,
 2019 2018 2019 2018
 (in millions)
Revenues$—
 $—
 $1
 $—
Expenses(1) —
 1
 (1)
Operating Income (Loss)$1
 $—
 $—
 $1
  Three Months Ended March 31,
  2020 2019
 (in millions)
Non-utility Revenues $3
 $1
Expenses    
Operation and maintenance 5
 6
Total 5
 6
Operating Loss (2) (5)
Other Income (Expense):    
Interest expense and other finance charges (31) (31)
Interest income 21
 20
Other income (expense), net —
 (1)
Loss from Continuing Operations Before Income Taxes (12) (17)
Income tax benefit (9) (8)
Net Loss $(3) $(9)

CERTAIN FACTORS AFFECTING FUTURE EARNINGS

For information on other developments, factors and trends that may have an impact on the Registrants’ future earnings, please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Certain Factors Affecting Future Earnings” in Item 7 of Part II and “Risk Factors” in Item 1A of Part I of the Registrants’ combined 20182019 Form 10-K, in Item 1A of Part II of this Form 10-Q and “Cautionary Statement Regarding Forward-Looking Information” in this Form 10-Q.


LIQUIDITY AND CAPITAL RESOURCES

Historical Cash Flows

The following table summarizes the net cash provided by (used in) operating, investing and financing activities:
Six Months Ended June 30,Three Months Ended March 31,
2019 20182020 2019
CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERCCenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC
(in millions)(in millions)
Cash provided by (used in):                  
Operating activities$574
 $240
 $449
 $1,093
 $443
 $746
$662
 $103
 $381
 $271
 $66
 $248
Investing activities(7,149) (1,311) (386) (267) (468) (197)(654) 192
 (177) (6,539) (1,237) (250)
Financing activities2,629
 994
 (83) (756) 42
 (560)(32) (315) (205) 2,345
 1,078
 (11)


Operating Activities. The following items contributed to increased (decreased) net cash provided by operating activities for the sixthree months ended June 30, 2019March 31, 2020 compared to the same period of 2018:2019:
CenterPoint Energy 
Houston
 Electric
 CERCCenterPoint Energy 
Houston
 Electric
 CERC
(in millions)(in millions)
Changes in net income after adjusting for non-cash items$30
 $(160) $117
$(1,363) $(26) $62
Changes in working capital(595) (43) (242)212
 58
 67
Change in equity in earnings from Enable, net of distributions (1)
21
 —
 —
Changes related to discontinued operations—
 —
 (118)
Lower pension contribution35
 —
 —
Change in equity in earnings of unconsolidated affiliates1,537
 —
 —
Change in distributions from unconsolidated affiliates (1)
(4) —
 —
Other(10) —
 (54)9
 5
 4
$(519) $(203) $(297)$391
 $37
 $133

(1)This change is partially offset by the change in distributions from Enable in excess of cumulative earnings in investing activities noted in the table below.

Investing Activities. The following items contributed to (increased) decreased net cash used in investing activities for the sixthree months ended June 30, 2019March 31, 2020 compared to the same period of 2018:2019:
CenterPoint Energy 
Houston
 Electric
 CERCCenterPoint Energy 
Houston
 Electric
 CERC
(in millions)(in millions)
Proceeds from the sale of marketable securities in 2018$(398) $—
 $—
2019 mergers and acquisitions, net of cash acquired (See Note 3 to the Interim Condensed Financial Statements)(5,987) —
 —
Mergers and acquisitions, net of cash acquired$5,987
 $—
 $—
Higher capital expenditures(472) (73) (92)(127) (28) (30)
Net change in notes receivable from affiliated companies(4) (768) (66)—
 1,460
 106
Change in distributions from Enable in excess of cumulative earnings(30) —
 —
7
 —
 —
Changes related to discontinued operations—
 —
 (30)
Other9
 (2) (1)18
 (3) (3)
$(6,882) $(843) $(189)$5,885
 $1,429
 $73


Financing Activities. The following items contributed to (increased) decreased net cash used in financing activities for the sixthree months ended June 30, 2019March 31, 2020 compared to the same period of 2018:2019:
CenterPoint Energy 
Houston
 Electric
 CERCCenterPoint Energy 
Houston
 Electric
 CERC
(in millions)(in millions)
Net changes in commercial paper outstanding$3,409
 $—
 $355
$(3,520) $—
 $(183)
Net changes in long-term debt outstanding, excluding commercial paper(123) 286
 (599)210
 (584) —
Net changes in long-term revolving credit facilities135
 —
 —
915
 —
 —
Net changes in debt issuance costs26
 (4) 5
8
 7
 —
Net changes in short-term borrowings39
 —
 39
Distributions to ZENS note holders in 201816
 —
 —
Increased payment of Common Stock dividends(48) —
 —
(1) —
 —
Increased payment of preferred stock dividends(60) —
 —
Decreased payment of preferred stock dividends1
 —
 —
Net change in notes payable from affiliated companies—
 59
 570
—
 134
 —
Contribution from parent—
 590
 —
—
 (590) —
Dividend to parent—
 23
 108
—
 (361) (12)
Other(9) (2) (1)10
 1
 1
$3,385
 $952
 $477
$(2,377) $(1,393) $(194)


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. 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 the remaining sixnine months of 20192020 include the following:
  CenterPoint Energy Houston Electric CERC
  (in millions)
Estimated capital expenditures $1,370
 $546
 $449
Scheduled principal payments on Securitization Bonds 216
 216
 —

For an update on CenterPoint Energy’s contractual obligations following the Merger, see Notes 12, 14 and 19 to the Interim Condensed Financial Statements.
  CenterPoint Energy Houston Electric CERC
  (in millions)
Estimated capital expenditures $1,682
 $626
 $401
Scheduled principal payments on Securitization Bonds 168
 168
 —
Maturing Vectren term loans 600
 —
 —

The Registrants expect that anticipated cash needs for the remaining sixnine months of 20192020 will be met with borrowings under their credit facilities, bank loans, proceeds from the private placement of Series C Preferred Stock and Common Stock, proceeds from the issuance of long-term debt, proceeds from the completed sale of the Infrastructure Services Disposal Group, proceeds from the anticipated sale of the Energy Services Disposal Group, anticipated cash flows from operations, with respect to CenterPoint Energy and CERC, proceeds from commercial paper and, with respect to CenterPoint Energy, distributions from Enable. 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.

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. This reduction is expected to result in one or more quarterly distributions to CenterPoint Energy that fall below CenterPoint Energy’s previously disclosed expected minimum quarterly distribution from Enable of $0.2875 per common unit. This reduction in Enable’s quarterly distributions per common unit is expected to reduce Enable common unit distributions to CenterPoint Energy by approximately $155 million per year.

Additionally, on April 1, 2020, CenterPoint Energy provided a business update related to certain measures it expects to take in response to the current business environment to strengthen its financial position and to adjust for the reduction in cash flow related to the reduction in Enable quarterly common unit distributions discussed above. These measures are expected to include reducing CenterPoint Energy’s (i) quarterly common stock dividend per share from $0.2900 to $0.1500; (ii) anticipated 2020 capital spending by approximately $300 million, with CenterPoint Energy continuing to target five-year total capital investment of approximately $13 billion as previously disclosed; and (iii) anticipated operation and maintenance expenses for 2020 by a target

of approximately $40 million, excluding certain merger costs, utility costs to achieve savings, severance and amounts with revenue offsets.

To the extent that access to the capital and other financial markets is adversely affected by the effects of COVID-19, the Registrants may need to consider alternative sources of funding for some of its operations and for working capital, which may increase the cost of capital and result in higher interest expense. At this time, the Registrants expect impacts on their liquidity due to COVID-19 to be temporary. Although CenterPoint Energy customarily satisfies its near-term financing needs with proceeds from commercial paper, CenterPoint Energy has utilized its revolving credit facilities as a source of funding because market disruptions caused by COVID-19 limited its access to the commercial paper markets. These uncertain economic conditions may also result in the inability of the Registrants’ customers and other counterparties to make payments to the Registrants, on a timely basis or at all, which could adversely affect the business, cash flows, liquidity, financial condition and results of operations of the Registrants. Under such circumstances, the Registrants would intend to rely on borrowings from the short-term capital markets as well as continued use of their revolving credit facilities to mitigate such effects until cash flows revert to their pre-COVID-19 levels. The net proceeds of CenterPoint Energy’s sale of the Infrastructure Services Disposal Group were used to repay a portion of outstanding CenterPoint Energy debt, including $200 million of maturing Vectren term loans.

Off-Balance Sheet Arrangements

Other than Houston Electric’s general mortgage bonds issued as collateral for tax-exempt long-term debt of CenterPoint Energy as discussed in Note 12, guarantees as discussed in Note 14(b) and (c) to the Interim Condensed Financial Statements, and operating leases, we have no off-balance sheet arrangements.

Regulatory Matters

Brazos Valley Connection ProjectCOVID-19 Regulatory Matters

Governors, public utility commissions and other authorities in the states in which we operate have issued a number of different orders related to the COVID-19 pandemic. While many 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 will continue to provide essential service by responding to calls, completing work orders and undertaking other critical work. To protect our customers and employees, we are implementing COVID-19 safety precautions. Additionally, regulatory authorities have issued orders addressing customer non-payment and disconnection. For example, in Indiana, the IURC issued an order that, among other things, permits utilities to voluntarily suspend or waive late fees and reconnections fees and reconnect customers who have been disconnected due to non-payment, provided that such actions are taken on a non-discriminatory basis and apply to all customers. Commissions in other states have issued similar orders. In our NGD service territories and for Indiana Electric, we have temporarily suspended disconnections for non-payment and will continue 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.
On 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 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 includes 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 due 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. Houston Electric filed its updated tariff implementing the rider on March 31, 2020, which was approved by the PUCT on April 2, 2020.

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 connection with the PUCT’s COVID-19 ERP, Houston Electric entered into a no-interest loan agreement with ERCOT for approximately $5 million.

The fund administered by each transmission and distribution utility for 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 in 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 level 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. REPs will cease submitting disconnection for non-payment orders to transmission and distribution utilities for eligible customers.

The funds collected through the rider will be used 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.

•
REPs will submit one spreadsheet with reimbursement claims to transmission and distribution utilities beginning on April 30, 2020 and all subsequent requests that may be made on the 15th of each month, and transmission and distribution utilities will process reimbursement payments within 14 days.

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 COVID-19 ERP will end on July 17, 2020, unless otherwise extended by the PUCT. Final claims for reimbursement must be submitted to transmission and distribution utilities not later than 90 days after the end of the COVID-19 ERP. The transmission and distribution utilities riders will remain in place and reimbursements will continue after the end of the COVID-19 ERP has ended to complete any remaining COVID-19 ERP cost recovery and disburse all reimbursement amounts or remaining balances.

In the other states in which we operate, public utility commissions have authorized utilities to employ deferred accounting authority for certain COVID-19 related costs and savings. For example, the MPSC is allowing CenterPoint Energy and CERC to defer the following:

all necessary and reasonable incremental costs or expenses to plan, prepare, stage, or react to protect and keep safe its employees and customers, and to reliably operate its utility system beginning with the date of the Governor of Mississippi’s declared state of emergency; and

any costs, including any incremental bad debt expenses and all associated credit and collection costs, related to connections, reconnections, or disconnections for all customers classes. This deferral authorization includes, but is not limited to, customer-paid fees.

Further, the MPSC is also allowing CenterPoint Energy and CERC to offset these deferrals with any financial relief received from other sources at the federal or state level. Orders have also been received from the Railroad Commission, the LPSC and the APSC authorizing CenterPoint Energy and CERC to defer some or all COVID-19 related costs for future recovery.

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

On April 5, 2019, and subsequently adjusted in errata filings in May and June 2019, Houston Electric completed construction on and energized the Brazos Valley Connection in March 2018, ahead of the original June 1, 2018 energization date. The final capital costs of the project reported to the PUCT in December 2018 were $281 million, which was within the estimated range of approximately $270-$310 million in the PUCT’s original order. Houston Electric applied for interim recovery of project costs incurred through July 31, 2018, which were not already included in rates in a filingfiled its base rate application with the PUCT and the cities in September 2018 and receivedits service area to change its rates, seeking approval for interim recovery in November 2018. Final approval byrevenue increases of approximately $194 million, among other requests. On January 23, 2020, Houston Electric filed a Stipulation and Settlement Agreement with the PUCT that provides for 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 project costs is expected to occurPUCT’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 pending base rate case, which was filed in April 2019. Asecuritized 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 PUCT approved the Stipulation and Settlement Agreement at its February 14, 2020 open meeting and issued a final order is expectedon March 9, 2020. The PUCT declined to impose a dividend restriction in the fourth quarterfinal order. The rates were implemented on April 23, 2020.

CenterPoint Energy and Houston Electric record pre-tax expense for (i) probable disallowances of 2019.capital investments and (ii) customer refund obligations and costs deferred in regulatory assets when recovery of such amounts is no longer considered probable.

Bailey to Jones Creek Project (CenterPoint Energy and Houston Electric)

In April 2017, Houston Electric submitted a proposal to ERCOT requesting its endorsement of a transmission project in the greater Freeport Texas area,Area Master Plan, which includes enhancementsincluded the Bailey to two existing substations andJones Creek Project. On November 21, 2019, the constructionPUCT issued its final approval of a new 345 kV double-circuit line to be located in the counties of Brazoria, Matagorda and Wharton. On December 12, 2017, Houston Electric received approval from ERCOT. In September 2018, Houston Electric filed aElectric’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. In April 2020, a federal court vacated the Army Corps of Engineers Nationwide Permit 12, which Houston Electric intended to use for the project. Houston Electric is monitoring those proceedings and has filed its individual permit application with the PUCTArmy Corps in accordance with the federal court decision. Significant delays in the processing of that includedapplication could lead to delays in completing construction. The actual capital cost estimates forcosts of the project that ranged from approximately $482-$695 million, which were higher than the initial cost estimates. The revised project cost estimates include additionalwill depend on land acquisition costs, associated withconstruction costs, minor changes to the routing of the line to mitigate environmental and other land use impacts, and structure design to address soil and coastal wind conditions. The actual capital costs ofconditions, the permitting issues described above, and other factors. Houston Electric has commenced pre-construction activities on the project, will depend on those factors as well as other factors, including land acquisition costs,and anticipates beginning construction costsin early 2021 and completing construction and energizing the ultimate route approved byline before the PUCT. On the request of the PUCT, ERCOT intervenedpeak electric season in the proceeding and performed a re-evaluation of the cost-effectiveness of the proposed project. Based on that re-evaluation, ERCOT reaffirmed the recommended transmission option for the project. Houston Electric anticipates that the PUCT will issue a final decision on the certificate of convenience and necessity application in the second half of 2019.April 2022.


Indiana Electric Generation Project (CenterPoint Energy)

Indiana Electric must make substantial investments in its generation resources in the near term to comply with environmental regulations. 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 includes 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 ELG and CCR rules. The F.B. Culley investments, estimated to be approximately $95 million, will beginbegan 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 environmental 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 will conductis conducting a new IRP, expected to be completed in mid-2020, to identify an appropriate investment of capital in its generation fleet to satisfy the needs of its customers and comply with environmental regulations.

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

On February 20, 2018,August 14, 2019, Indiana Electric announced it was finalizing details to install an additional 50 MW of universal solar energy, consistent with its IRP, withfiled a petition with the IURC, seeking authority to recoverapproval, as a federally mandated project, for the recovery of costs associated with the projectclean closure of the A.B. Brown ash pond pursuant to Indiana Senate Bill 29.251. 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 energy produced by the solar farmcosts would be setrecovered as requested, with an additional commitment by Indiana Electric to offset the federally mandated costs by at least $25 million, representing a fixed market rate overcombination of total cash proceeds received from the life

ash reuser and total insurance proceeds to be received from Indiana Electric’s insurers under confidential settlement agreements of litigation filed against the insurers. The settlement agreement with the intervening parties is pending before the IURC, with an order expected in the first half of 2020. If approved, Indiana Electric would expect recovery of the investment and recovered within Indiana Electric’s CECA mechanism. On March 20, 2019, the IURC approved the settlement. The project is expectedcosts to be completed by Januarycommence in 2021.

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 is periodically involved in proceedings to adjust its capital tracking mechanisms (TCOS and DCRF) and annually files to adjust its EECRF. CERC is periodically involved in proceedings to adjust its capital tracking mechanisms in Texas (GRIP), its cost of service adjustments in Arkansas, Louisiana, Mississippi and Oklahoma (FRP, RSP, RRA and PBRC, respectively), its decoupling mechanism in Minnesota, 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)electric) and Ohio (DRR), its decoupling mechanism in Indiana (SRC for gas), and its energy efficiency cost trackers in Indiana (EEFC for gas and DSMA for electric) and Ohio (EEFR).

The table below reflects significant applications pending or completed since the Registrants’ combined 20182019 Form 10-K was filed with the SEC.
Mechanism 
Annual Increase (Decrease) (1)
(in millions)
 
Filing
 Date
 Effective Date Approval Date Additional Information
CenterPoint Energy and Houston Electric (PUCT)
Rate Case
$13
April
2019
April
2020
March 2020
See discussion above under Houston Electric Base Rate Case.
TCOS (1)
 $15517March 2020TBDTBDRequested an increase of $204 million to rate base.
CenterPoint Energy and CERC - Beaumont/East Texas (Railroad Commission)
Rate Case (1)7 
AprilNovember
2019
 TBD TBD On April 5, 2019, and subsequently adjusted in errata filings in May and June 2019, Houston ElectricUnanimous settlement agreement filed its base rate application with the PUCT and the citiesRailroad Commission in its service area to change its rates, seeking approvalMarch 2020 that recommends a $4 million annual increase in current revenues, a refund for base rate increases of approximately $149 million, including a rider of $(40) million discussed below, for service to retail customers and approximately $5 million for wholesale transmission service based on a test year ending December 31, 2018. This rate filing is based on a rate base of $6.4 billion and a 10.4% ROE. Houston Electric last filed for a base rate increase on June 30, 2010, with a test year ending December 31, 2009. Houston Electric also requested a prudency determination on all capital investments made since January 1, 2010, the establishment of a rider to refundan Unprotected EDIT Rider amortized over three years to its customers approximately $119of which $2.2 million of unprotected EDIT resulting fromis refunded in the TCJA, updated depreciation ratesfirst year and approval to clarify and update various non-rate tariff provisions. Recovery of all reasonable and necessary rate case expenses for this case and certain prior rate case proceedings were severed intoestablishes a separate proceeding. A hearing was held June 24–28, 2019,9.65% ROE and a final order is expected in56.95% equity ratio for future GRIP filings for the fourth quarter of 2019.

Beaumont/East Texas jurisdiction. The settlement calls for new rates to be effective with October 2020 usage and would be reflected starting with November 2020 bills.
CenterPoint Energy and CERC - South Texas, Houston and Texas Coast (Railroad Commission)
MechanismGRIP (1) 
Annual Increase (Decrease) (1)
(in millions)
Filing
 Date
Effective DateApproval DateAdditional Information
EECRF39
May
2019
18		 
March
2020
 TBD The requested amount, as amended in an errata filing in July 2019, is comprised primarily of the following: 2020 Program costs of $38 million, 2018 over recovery of ($6) million and 2018 Earned bonus of $7 million.
CenterPoint Energy and CERC - Beaumont/East Texas, South Texas, Houston and Texas Coast (Railroad Commission)
GRIP20
March
2019
July
2019
June
2019
TBD		 Based on net change in invested capital of $123$144 million.
CenterPoint Energy and CERC - Arkansas (APSC)
FRP (1)
 14(8) 
April
20192020
 October 2019TBD TBD Based on ROE of 9.5% approved in the last rate case. On July 31, 2019, a unanimous comprehensive settlement was filed that, if approved, would result in an FRP revenue increasewith 50 basis point (+/-) earnings band. Revenue reduction of $7$8.1 million and includes additional non-monetary items.based on prior test year true-up earned return on equity of 11.75% combined with projected test year return on equity of 8.40%.
CenterPoint Energy and CERC - Minnesota (MPUC)
CIP Financial Incentive(1)
 119 
May
20192020
 TBD TBD CIP Financial Incentive based on 20182019 activity.
CenterPoint Energy and CERC - Mississippi (MPSC)
RRARate Case (1)
 262 MayOctober 2019 TBD TBD BasedReflects a proposed 10.15% ROE on ROEa 51.39% equity ratio. Interim rates reflecting an annual increase of 9.26%.$53 million were implemented on January 1, 2020.
CenterPoint Energy and CERC - Oklahoma (OCC)
PBRC (1)
 2(2) 
March
20192020
 TBD TBD Based on ROE of 10%. On July 27, with 50 basis point (+/-) earnings band. Revenue credit of approximately $2 million based on 2019 the ALJ recommended that the OCC approve an increasetest year adjusted earned ROE of $2 million. The OCC is anticipated to issue a final order on the PBRC docket in the third quarter of 2019.
CenterPoint Energy - Indiana South - Gas (IURC)
CSIA3
October
2018
January
2019
January
2019
Requested an increase of $16 million to rate base, which reflects a $3 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 refunds associated with the TCJA, resulting in a change of $(2) million, and a change in the total (over)/under-recovery variance of $(4) million annually.
CSIA5
April
2019
July
2019
July
2019
Requested an increase of $22 million to rate base, which reflects a $5 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 refunds associated with the TCJA, resulting in a change of $1 million, and a change in the total (over)/under-recovery variance of $3 million annually.
CenterPoint Energy - Indiana North - Gas (IURC)
CSIA3October
2018		January
2019		January
2019		Requested an increase of $54 million to rate base, which reflects a $3 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 refunds associated with the TCJA, resulting in a change of $(10) million, and a change in the total (over)/under-recovery variance of $(17) million annually.
CSIA13April
2019		July
2019
July
2019
Requested an increase of $58 million to rate base, which reflects a $13 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 refunds associated with the TCJA, resulting in a change of $(2) million, and a change in the total (over)/under-recovery variance of $12 million annually.
CenterPoint Energy - Ohio (PUCO)
DRR (1)
11
May
2019
September
2019
TBDRequested an increase of $78 million to rate base for investments made in 2018, which reflects a $11 million annual increase in current revenues. A change in (over)/under-recovery variance of $(3) million annually is also included in rates. All pre-2018 investments are included in rate case request.
Rate Case (1)
23
March
2018
TBDTBDSettlement agreement awaiting approval by PUCO that provides for a $23 million annual increase in current revenues. Settlement agreement also includes $622 million of total rate base, a 7.48% overall rate of return, and extension of conservation and DRR programs. A final order is expected in the third quarter of 2019.
TSCR (1)
(18)
January
2019
TBDTBDApplication to flow back to customers certain benefits from the TCJA. Initial impact reflects credits for 2018 of $(10) million and 2019 of $(8) million, with mechanism to begin in conjunction with new base rates.15.37%.

Mechanism 
Annual Increase (Decrease) (1)
(in millions)
 
Filing
 Date
 Effective Date Approval Date Additional Information
CenterPoint Energy and CERC - Indiana Electric (IURC)Mississippi (MPSC)
TDSIC
RRA (1)
 3
February
2019
2		 
May
20192020
 TBDTBDBased on ROE of 9.292% with 100 basis point (+/-) earnings band. Revenue increase of $2 million based on 2019 test year adjusted earned ROE of 7.45%.
CenterPoint Energy - Indiana South - Gas (IURC)
MayCSIA (1)
1April 2020
July
2019 2020
TBD Requested an increase of $24$13 million to rate base, which reflects a $3$1 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 ano change of $5 million,to the previous credit provided, and a change in the total (over)/under-recovery variance of $5$1 million annually.
CenterPoint Energy - Indiana North - Gas (IURC)
CSIA (1)
4April 2020
July
 2020
TBDRequested an increase of $35 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 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 million annually.
CenterPoint Energy - Ohio (PUCO)
TSCR (1)
N/A
January
2019
TBDTBDApplication 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 $(6) million, with mechanism to begin subsequent to new approval by PUCO. The order is expected in 2020.
DRR10
May
2020
September
2020
TBDRequested an increase of $67 million to rate base for investments made in 2019, which reflects a $10 million annual increase in current revenues.  A change in (over)/under-recovery variance of $2 million annually is also included in rates.
CenterPoint Energy - Indiana Electric (IURC)
TDSIC (1)
 4 
AugustFebruary
20192020
 
NovemberMay
20192020
 TBD Requested an increase of $35$34 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 $4$2 million annually.
ECA - MATS13
February
2018
January
2019
April
2019
Requested an increase of $58 million to rate base, which reflects a $13 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 includes recovery of prior accounting deferrals associated with investments (depreciation, carrying costs, operating expenses).
CECA2
February
2019
June
2019
May
2019
Requested an increase of $13 million to rate base related to solar pilot investments, which reflects a $2 million annual increase in current revenues. Additional solar investment to supply 50 MW of solar capacity is approved and will be included for recovery once completed in 2021.

(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 are expected to bewere 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 is proposingwill return unprotected EDIT net regulatory liability balance to continue returning other benefits of the TCJAcustomers, through a separate rider that will returnand its wholesale transmission tariff over approximately $119three years. The balance of unprotected EDIT was $105 million as of December 31, 2018. In addition, Houston Electric’s TCJA-related protected EDIT balance as of December 31, 2018 is $563 million and must be returned to customers over the next three years. The TCJA is also expected to continue to return benefits to customers through Houston Electric’s base rates by approximately $73 million per year.ARAM.

CenterPoint Energy’s electric and natural gas utilities in Indiana and Ohio, which were acquired during the Merger, 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 excess deferred taxesEDIT 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 will bebecame effective upon conclusion of its pending base rate case filed on March 30, 2018.August 28, 2019. In January 2019, an application was filed with 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 excess deferred taxesEDIT and regulatory liabilities. CenterPoint Energy expects this proceeding to be approved in conjunction with the pending base rate case.2020.


ELG (CenterPoint Energy)

Under the Clean Water 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 and a 2023 compliance date for flue gas desulfurization wastewater treatment standards for the remaining coal-fired unit at F.B. Culley.


On April 13, 2017, as part of the U.S. President’s Administration’s regulatory reform initiative, which is focused on the number and nature of regulations, the EPA granted petitions to reconsider the ELG rule, and indicated it would stay the current 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, but did not postpone the final compliance deadline of December 31, 2023. In April 2018, the EPA published an effluent guidelines program plan that anticipated a December 2019 rule revising the effluent limitations and pre-treatment standards for existing sources in the 2015 rule. On April 12, 2019, the U.S. Court of Appeals for the Fifth Circuit vacated and remanded portions of the ELG rule that selected impoundment as the best available technology for legacy wastewater and leachate. It is not clear what revisions to the ELG rule the EPA will implement, or what effect those revisions may have. As Indiana Electric does not currently have short-term ELG implementation deadlines in its recently renewed wastewater discharge permits, it does not anticipate immediate impacts from the EPA’s two-year extension of preliminary implementation deadlines due to the longer compliance time frames granted by IDEM and will continue to work with IDEM to evaluate further implementation plans. On November 4, 2019, the EPA released a pre-publication copy of proposed revisions to the CCR and ELG rules.  CenterPoint Energy will evaluate the proposals to determine potential impacts to current compliance plans for its A.B. Brown and F.B. Culley generating stations.

CPP and ACE Rule (CenterPoint Energy)

On 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 rule. On August 31, 2018, the EPA published its proposed CPP replacement rule, the ACE Rule, which was finalized on July 8, 2019 and requires states to implement a program of energy efficiency improvement targets for individual coal-fired electric generating units. States have three years to develop state plans to implement the ACE rule, and CenterPoint Energy does not expect a state ACE rule to be finalized and approved by the EPA until 2024. CenterPoint Energy is currently unable to predict the effect of a state plan to implement the ACE rule but does not anticipate that such a plan would have a material effect.

Impact of Legislative Actions & Other Initiatives (CenterPoint Energy)

At this time, compliance costs and other effects associated with reductions in GHG emissions or obtaining renewable energy sources remain uncertain. While the requirements of a state ACE rule remain uncertain, Indiana Electric will continue to monitor regulatory activity regarding GHG emission standards that may affect its electric generating units.

FERC Revised Policy StatementMRT Rate Case (CenterPoint Energy and CERC)Energy)

The regulation of midstream energy infrastructure assets has a significant impact on Enable’s business. For example, Enable’s interstate natural gas transportation and storage assets are subject to regulation by the FERC under the Natural Gas Act. In MarchJune 2018, the FERC announced a Revised Policy Statement stating that it would no longer allow pipelines organized as a master limited partnership to recover an income tax allowance in their cost-of-service rates. In July 2018, the FERC issued new regulations which required all FERC-regulated natural gas pipelines to make a one-time Form No. 501-G filing providing certain financial information. In October 2018, Enable Gas Transmission, LLC filed its Form No. 501-G and filed a statement that it intended to take no other action. On March 8, 2019, the FERC terminated the 501-G proceeding and required no other action. MRT did not file a FERC Form No. 501-G because it had filed a general Natural Gas Act rate case, and in June 2018. In JulyOctober 2019, MRT filed a second rate case. MRT began collecting the rates proposed in the 2018 the FERC issued an order accepting MRT’s proposed rate increasescase, subject to refund, upon a final determination of MRT’s rateson January 1, 2019. On November 5, 2019, as supplemented on December 13, 2019, MRT filed uncontested proposed settlements for the 2018 and ordering MRT to refile its2019 rate case to reflect the elimination of an income tax allowance in its cost-of-service rates. On August 30, 2018, MRT submitted a supplemental filing to comply with the FERC’s order. MRT has appealed the FERC’s order to eliminate the income tax allowance in its cost-of-service rates.cases. The FERC set MRT’s refiled rate case for hearing to begin in Januaryapproved both settlements on March 26, 2020, and that order became final on April 25, 2020.

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 12 to the Interim Condensed 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 $5.1 billion as of June 30, 2019.March 31, 2020. As of July 26, 2019,May 1, 2020, the Registrants had the following revolving credit facilities and utilization of such facilities:
   Amount Utilized as of July 26, 2019    Amount Utilized as of May 1, 2020 
Registrant Size of Facility Loans Letters of Credit Commercial Paper Weighted Average Interest Rate Termination Date Size of Facility Loans Letters of Credit Commercial Paper Weighted Average Interest Rate Termination Date
 (in millions)  (in millions) 
CenterPoint Energy (1)
 $3,300
 $—
 $6
 $2,101
 2.57% March 3, 2022 $3,300
 $—
 $8
 $1,675
 1.68% March 3, 2022
CenterPoint Energy (2)(1)
 400
 —
 —
 314
 2.54% July 14, 2022 400
 —
 —
 147
 0.68% July 14, 2022
CenterPoint Energy (3)(2)
 200
 135
 —
 —
 3.51% July 14, 2022 200
 —
 —
 —
 —% July 14, 2022
Houston Electric 300
 —
 4
 —
 —% March 3, 2022 300
 —
 —
 —
 —% March 3, 2022
CERC 900
 —
 1
 285
 2.54% March 3, 2022 900
 —
 1
 125
 0.63% March 3, 2022
Total $5,100
 $135
 $11
 $2,700
  $5,100
 $—
 $9
 $1,947
 

(1)Approximately $1.7 billion of outstanding commercial paper was issued to refinance commercial paper used to fund a portion of the cash consideration for the Merger, pay related fees and expenses, pay Vectren’s stub period cash dividend and long-term incentive payments and repay indebtedness of Vectren subsidiaries redeemed at the option of the holder as a result of the closing of the Merger. CenterPoint Energy expects to refinance or otherwise fund the repayment of maturing commercial paper through its sources of cash described in “—Liquidity and Capital Resources—Future Sources and Uses of Cash.”

(2)The credit facility was issued by VUHI and is guaranteed by SIGECO, Indiana Gas and VEDO.

(3)(2)The credit facility was issued by VCC and is guaranteed by Vectren.

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 LIBOR and the commitment fees fluctuate based on the borrower’s credit rating. The borrowers are currently in compliance with the various business and financial covenants in their respectivethe five revolving credit facilities.

Long-term Debt

For detailed information about the Registrants’ debt transactions in 2019,2020, see NoteNotes 12 and 20 to the Interim Condensed Financial Statements.

Securities Registered with the SEC

On January 31, 2017, the Registrants filed a joint shelf registration statement with the SEC, as amended on September 24, 2018, 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 expireexpired on January 31, 2020. For information related to the Registrants’ debt securities issuances to date in 2019, see Note 12 to the Interim Condensed Financial Statements.

Temporary Investments

As of July 26, 2019,May 1, 2020, 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 July 26, 2019:May 1, 2020:
 Weighted Average Interest Rate Houston Electric CERC
   (in millions)
Money pool investments2.60% $778
 $180
 Weighted Average Interest Rate Houston Electric CERC
   (in millions)
Money pool investments (borrowings)1.70% $(193) $—

Impact on Liquidity of a Downgrade in Credit Ratings

The interest on borrowings under the credit facilities is based on each respective borrower’s credit ratings. As of July 26, 2019,May 1, 2020, Moody’s, S&P and Fitch had assigned the following credit ratings to the borrowers:
    Moody’s S&P Fitch
Registrant Borrower/Instrument Rating Outlook (1) Rating Outlook (2) Rating Outlook (3)
CenterPoint Energy CenterPoint Energy Senior Unsecured Debt Baa2 StableNegative BBB StableNegative BBB StableNegative
CenterPoint Energy Vectren Corp. Issuer Rating n/a n/a BBB+ StableNegative n/a n/a
CenterPoint Energy VUHI Senior Unsecured Debt A2A3 NegativeStable BBB+ StableNegative n/a n/a
CenterPoint Energy Indiana Gas Senior Unsecured Debt A2n/a Negativen/a BBB+ StableNegative n/a n/a
CenterPoint Energy SIGECO Senior Secured Debt Aa3A1 NegativeStable A StableNegative n/a n/a
Houston Electric Houston Electric Senior Secured Debt A1A2StableA Negative A StableA+StableNegative
CERC CERC Corp. Senior Unsecured Debt Baa1 Positive BBB+ StableNegative BBB+ Stable

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

(2)An S&P 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 each of the three principal credit rating agenciesS&P and Moody’s from the ratings that existed as of June 30, 2019,March 31, 2020, the impact on the borrowing costs under the five revolving credit facilities would have been immaterial. 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 Distribution and Energy Services reportable segments.

CES, operating in theThe Energy Services reportable segment,Disposal Group provides natural gas sales and services primarily to commercial and industrial customers and electric and natural gas utilities throughout the United States. To economically hedge its exposure to natural gas prices, CESthe Energy Services Disposal Group uses derivatives with provisions standard for the industry, including those pertaining to credit thresholds.

Typically, the credit threshold negotiated with each counterparty defines the amount of unsecured credit that such counterparty will extend to CES.the Energy Services Disposal Group. To the extent that the credit exposure that a counterparty has to CESthe Energy Services Disposal Group at a particular time does not exceed that credit threshold, CESthe Energy Services Disposal Group is not obligated to provide collateral. Mark-to-market exposure in excess of the credit threshold is routinely collateralized by CES.the Energy Services Disposal Group. Similarly, mark-to-market exposure offsetting and exceeding the credit threshold may cause the counterparty to provide collateral to CES.the Energy Services Disposal Group. As of June 30, 2019,March 31, 2020, the amount posted by CESthe Energy Services Disposal Group as collateral aggregated approximately $49$72 million. Should the credit ratings of CERC Corp. (as the credit support provider for CES)the Energy Services Disposal Group) fall below certain levels, CES the Energy Services Disposal Group

would be required to provide additional collateral up to the amount of its previously unsecured credit limit. CenterPoint Energy and CERC estimate that as of June 30, 2019,March 31, 2020, unsecured credit limits extended to CESthe Energy Services Disposal Group by counterparties aggregated $367$452 million, and less than $1 millionnone of such amount was utilized.

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 $192$193 million as of June 30, 2019.March 31, 2020. 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 the ZENS 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 June 30, 2019,March 31, 2020, deferred taxes of approximately $432$470 million would have been payable in 2019.2020. If all the ZENS-Related Securities had been sold on June 30, 2019,March 31, 2020, capital gains taxes of approximately $121$119 million would have been payable in 20192020 based on 20192020 tax rates in effect. For additional information about ZENS, see Note 11 to the Interim Condensed Financial Statements.

Cross Defaults

Under each of CenterPoint Energy’s, Houston Electric’s and CERC’s respective revolving credit facilities, as well as under CenterPoint Energy’s term loan agreement, a payment default on, or a non-payment default 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. A default by CenterPoint Energy would not trigger a default under its subsidiaries’ debt instruments or revolving credit facilities.

Under each of VUHI’s and VCC’s respective revolving credit facilities and term loan agreements, a payment default on, or a non-payment default that permits acceleration of, any indebtedness for borrowed money and certain other specified types of obligations (including guarantees) exceeding $50 million by the borrower, any of their respective subsidiaries or any of the respective guarantors of a credit facility or term loan agreement will cause a default under such borrower’s respective credit facility or term loan agreement.

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.

CenterPoint Energy previously disclosed that it may reduce its ownership in Enable over time through sales in the public equity markets, or otherwise, of the Enable common units it holds, subject to market conditions. CenterPoint Energy has no intention to reduce its ownership of Enable common units and currently plans to hold such Enable common units and to utilize any cash

distributions received on such Enable common units to finance a portion of CenterPoint Energy’s capital expenditure program. CenterPoint Energy may consider or alter its plans or proposals in respect of any such plans in the future.

Enable Midstream Partners (On February 3, 2020, CenterPoint Energy, and CERC)through its subsidiary VUSI, entered into the Securities Purchase Agreement to sell the Infrastructure Services Disposal Group. The transaction closed on April 9, 2020.

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. The transaction is expected to close in the second quarter of 2020.

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 Condensed Statements of Consolidated Income for the periods presented. For further information, seeSee Note 93 to the Interim Condensed Financial Statements.Statements for further information.

Enable Midstream Partners (CenterPoint Energy)

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, see Notes 9 and 2120 to the Interim Condensed 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 7(a) to the Interim Condensed Financial Statements.

Weather Hedge (CenterPoint Energy and CERC)

CenterPoint Energy and CERC have historically entered into partial weather hedges for certain NGD 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 7(a) to the Interim Condensed 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.

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:

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 Distribution and Energy Services reportable segments;segment; 

acceleration of payment dates on certain gas supply contracts, under certain circumstances, as a result of increased natural gas prices and concentration of natural gas suppliers (CenterPoint Energy and CERC); 

increased costs related to the acquisition of natural gas (CenterPoint Energy and CERC); 


increases in interest expense in connection with debt refinancings and borrowings under credit facilities or term loans; 

various legislative or regulatory actions; 

incremental collateral, if any, that may be required due to regulation of derivatives (CenterPoint Energy and CERC); 

the ability of REPs, including REP affiliates of NRG and Vistra Energy Corp., formerly known as TCEH Corp., to satisfy their obligations to CenterPoint Energy and Houston Electric;Electric, including the negative impact on such ability related to COVID-19;

slower customer payments and increased write-offs of receivables due to higher natural gas prices, or changing economic conditions or COVID-19 (CenterPoint Energy and CERC); 

the satisfaction of any obligations pursuant to guarantees;

the outcome of litigation; 

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 the Registrants’ combined 20182019 Form 10-K. and in Item 1A of Part II of this Form 10-Q.

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. For information about the total debt to capitalization financial covenants in the Registrants’ and certain of CenterPoint Energy’s subsidiaries’ revolving credit facilities, see Note 12 to the Interim Condensed Financial Statements.

CRITICAL ACCOUNTING POLICIES

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 could result in an impairment charge.

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 three months March 31, 2020, and CERC recorded no impairments to goodwill within continuing operations during the three months ended March 31, 2020. The long-lived assets within the reporting units were determined to be recoverable as of March 31, 2020.

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 current and future market prices. Determining the discount rates requires the estimation of the appropriate company specific risk premiums for those businesses based on evaluation of industry and entity-specific risks, which

includes expectations about future market or economic conditions and reflects the risk demonstrated by market participants through the value of CenterPoint Energy’s common stock price as of the impairment test date. 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 their respective reporting units on the date of their annual goodwill impairment test and for CenterPoint Energy the fair value of each of its reporting units are reconciled to its market capitalization based on the price of CenterPoint Energy’s common stock.

Interim goodwill impairment test, excluding assets held for sale

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 Integrated reporting unit. CERC recorded no goodwill impairment charge in its continuing operations for the three months ended March 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 Integrated reporting unit. As of March 31, 2020, subsequent to the impairment loss recorded by CenterPoint Energy in the three months ended March 31, 2020, Indiana Electric Integrated 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, 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, 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 10 to the Interim Condensed Financial Statements.

Assets held for sale and discontinued operations, Infrastructure Services Disposal Group

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 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. 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. The transaction closed on April 9, 2020.

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 is disregarded for federal income tax purposes immediately prior to the closing of the transaction resulting in the sale of membership units at closing. The sale was considered an asset sale for tax purposes, requiring the net deferred tax liabilities of approximately $125 million as of March 31, 2020 to be excluded from the disposal group and were recognized as a deferred income tax benefit by CenterPoint Energy upon closing.

Upon classifying the Infrastructure Services Disposal Group as held for sale and in connection with the preparation of the Registrants’ financial statements for the three months ended March 31, 2020, CenterPoint Energy recorded a goodwill impairment of approximately $82 million, plus an additional loss of $14 million for transaction costs.

Because the Infrastructure Services Disposal Group met the held for sale criteria and also represents a strategic shift to CenterPoint Energy, it is reflected as discontinued operations on CenterPoint Energy’s Statements of Consolidated Income, and as a result, prior periods have been recast to reflect the earnings or losses from such businesses as income from discontinued operations, net of tax.

Assets held for sale and discontinued operations, Energy Services Disposal Group

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 does not include CEIP and its assets. The transaction is expected to close in the second quarter of 2020.

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 will be 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 at closing. The sale will be considered an asset sale for tax purposes, requiring the net deferred tax assets of approximately $3 million as of March 31, 2020 to be included within the retained component of the reporting unit and will be recognized as a deferred tax expense by CenterPoint Energy upon closing.

Upon classifying the Energy Services Disposal Group as held for sale and in connection with the preparation of the Registrants’ financial statements for the three months ended March 31, 2020, CenterPoint Energy recorded a goodwill impairment loss of approximately $62 million and a loss on assets held for sale of approximately $70 million, plus an additional loss of $6 million for transaction costs. CenterPoint Energy and CERC disclosed it its 2019 Form 10-K that an anticipated loss on held for sale of $80 million was expected in the three months ended March 31, 2020. The primary driver for the increase in the actual impairment recorded by CenterPoint Energy and CERC in the three months ended March 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 three months ended March 31, 2020. Additional impairments or loss on held for sale may be recorded in future periods due to increases to the carrying value of derivative assets or decreases to derivative liabilities in those periods.

Because the Energy Services Disposal Group met the held for sale criteria and also represents a strategic shift to CenterPoint Energy and CERC, it is reflected as discontinued operations on CenterPoint Energy’s and CERC’s Statements of Consolidated Income, and prior periods have been recast to reflect the earnings or losses from such businesses as income from discontinued operations, net of tax.

For further information, see Note 3 to the Interim Condensed Financial Statements.

Equity Method Investments

Equity method investments are evaluated for impairment when factors indicate that a decrease in value of an investment has occurred and the carrying amount 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 statements 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 and recognized an impairment charge of $1,541 million during the three months ended March 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.

Key assumptions in the market approach include recent market transactions of comparable companies and EBITDA to total 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. It is reasonably possible that the fair value of CenterPoint Energy’s investment in Enable will change in the near term due to 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.

For further information, see Note 9 to the Interim Condensed Financial Statements.

NEW ACCOUNTING PRONOUNCEMENTS

See Note 2 to the Interim Condensed Financial Statements, incorporated herein by reference, for a discussion of new accounting pronouncements that affect the Registrants.

OTHER SIGNIFICANT MATTERS

The significant uncertainties related to the COVID-19 pandemic and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries. While it is unknown how long these conditions will last and what the complete financial effect will be, the plan assets and benefit obligations of our pension and postretirement plans are expected to be negatively impacted when these plans are re-measured, generally, at year-end, resulting in a decline in the funded status. During the three months ended March 31, 2020, the pension plan assets declined by approximately $171 million or 10% from December 31, 2019.  A decline in the funded status of our pension plans as of December 31, 2020 could result in an increase in plan expenses and minimum required contributions for the subsequent years from the historical amounts. Currently, we do not expect the event to impact the disclosed 2020 plan expenses or minimum required contributions. 

Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Houston Electric and CERC meet the conditions specified in General Instruction H(1)(a) and (b) to Form 10-Q and are therefore permitted to use the reduced disclosure format for wholly-owned subsidiaries of reporting companies. Accordingly, Houston Electric and CERC have omitted from this report the information called for by Item 3 (Quantitative and Qualitative Disclosures About Market Risk) of Part I of the Form 10-Q.

Interest Rate Risk (CenterPoint Energy)

As of June 30, 2019,March 31, 2020, CenterPoint Energy had outstanding long-term debt, lease obligations and obligations under its ZENS that subject it to the risk of loss associated with movements in market interest rates.

CenterPoint Energy’s floating rate obligations aggregated $4.4$4.2 billion and $210 million$3.9 billion as of June 30, 2019March 31, 2020 and December 31, 2018,2019, respectively. If the floating interest rates were to increase by 10% from June 30, 2019March 31, 2020 rates, CenterPoint Energy’s combined interest expense would increase by approximately $13$9 million annually.

As of June 30, 2019March 31, 2020 and December 31, 2018,2019, CenterPoint Energy had outstanding fixed-rate debt (excluding indexed debt securities) aggregating $10.2$11.2 billion and $9.0$11.2 billion, respectively, in principal amount and having a fair value of $11.112.0 billion and $9.2$12.2 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 $328$348 million if interest rates were to decline by 10% from levels at June 30, 2019.March 31, 2020. In general, such an increase in fair value would impact earnings and cash flows only if CenterPoint Energy were to reacquire all or a portion of these instruments in the open market prior to their maturity.

The ZENS obligation is bifurcated into a debt component and a derivative component. The debt component of $2218 million as of June 30, 2019March 31, 2020 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, the fair value of the debt component would increase by approximately $32 million if interest rates were to decline by 10% from levels at June 30, 2019.March 31, 2020. Changes in the fair value of the derivative component, a $755$758 million recorded liability at June 30, 2019,March 31, 2020, are recorded in CenterPoint Energy’s Condensed 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 June 30, 2019March 31, 2020 levels, the fair value of the

derivative component liability would decrease by approximatelyless than $1 million, which would be recorded as an unrealized gain in CenterPoint Energy’s Condensed Statements of Consolidated Income.

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, which CenterPoint Energy holds to facilitate its ability to meet its obligations under the ZENS. See Note 11 to the condensed 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 June 30, 2019March 31, 2020 aggregate market value of these shares would result in a net loss of less than $1 million, which would be recorded as an unrealized loss in CenterPoint Energy’s Condensed Statements of Consolidated Income.

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

CenterPoint Energy uses derivative instruments as economic hedges to offset the commodity price exposure inherent in its Energy Services business. The commodity risk created by these instruments, including the offsetting impact on the market value of natural gas inventory, is described below. CenterPoint Energy measures this commodity risk using a sensitivity analysis. For purposes of this analysis, CenterPoint Energy estimates commodity price risk by applying a $0.50 change in the forward NYMEX price to its net open fixed price position (including forward fixed price physical contracts, natural gas inventory and fixed price financial contracts) at the end of each period. As of June 30, 2019, the recorded fair value of CenterPoint Energy’s non-trading energy derivatives was a net asset of $74 million (before collateral), all of which is related to the Energy Services reportable segment. A $0.50 change in the forward NYMEX price would have had a combined impact of $13 million on CenterPoint Energy’s non-trading energy derivatives net asset and the market value of natural gas inventory.

Commodity price risk is not limited to changes in forward NYMEX prices. Variation of commodity pricing between the different indices used to mark to market portions of Energy Services’ natural gas inventory (Gas Daily) and the related fair value hedge (NYMEX) can result in volatility to CenterPoint Energy’s net income. Over time, any gains or losses on the sale of storage gas inventory would be offset by gains or losses on the fair value hedges.

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 June 30, 2019,March 31, 2020, the recorded fair value of non-trading energy derivative liabilities was $17$23 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, natural 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.

CenterPoint Energy uses derivative instruments as economic hedges to offset the commodity price exposure inherent in the Energy Services Disposal Group. The commodity risk created by these instruments, including the offsetting impact on the market value of natural gas inventory, is described below. CenterPoint Energy measures this commodity risk using a sensitivity analysis. For purposes of this analysis, CenterPoint Energy estimates commodity price risk by applying a $0.50 change in the forward NYMEX price to its net open fixed price position (including forward fixed price physical contracts, natural gas inventory and fixed price financial contracts) at the end of each period. As of March 31, 2020, the recorded fair value of CenterPoint Energy’s non-trading energy derivatives was a net asset of $127 million (before collateral), all of which is related to the Energy Services Disposal Group and included in assets and liabilities held for sale. A $0.50 change in the forward NYMEX price would have had a combined impact of $19 million on CenterPoint Energy’s non-trading energy derivatives net asset, included in assets and liabilities held for sale, and the market value of natural gas inventory. For further information, See Note 3 to the Interim Condensed Financial Statements.

Commodity price risk is not limited to changes in forward NYMEX prices. Variation of commodity pricing between the different indices used to mark to market portions of Energy Services Disposal Group’s natural gas inventory, included in assets held for sale, (Gas Daily) and the related fair value hedge (NYMEX) can result in volatility to CenterPoint Energy’s net income. Over time, any gains or losses on the sale of storage gas inventory would be offset by gains or losses on the fair value hedges.

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 is expected to close in the second quarter of 2020. For further information, see Note 3 to the Interim Condensed Financial Statements.

Item 4.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 June 30, 2019March 31, 2020 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.

On the Merger Date, CenterPoint Energy completed the acquisition of Vectren. CenterPoint Energy is currently in the process of evaluating the control environment and implementing CenterPoint Energy’s internal control structure over the acquired operations. This effort is expected to continue through 2019. With the exception of the implementation of the Vectren acquisition into CenterPoint Energy’s control structure, thereThere has been no change in the Registrants’ internal controls over financial reporting that occurred during the three months ended June 30, 2019March 31, 2020 that has materially affected, or is reasonably likely to materially affect, the Registrants’ internal controls over financial reporting.

PART II. OTHER INFORMATION

Item 1.LEGAL PROCEEDINGS

For a description of certain legal and regulatory proceedings, please read Note 14(c)14(d) to the Interim Condensed Financial Statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Future Sources and Uses of Cash” and “— Regulatory Matters,” each of which is incorporated herein by reference. See also “Business — Regulation” and “— Environmental Matters” in Item 1 and “Legal Proceedings” in Item 3 of the Registrants’ combined 20182019 Form 10-K.

Item 1A.RISK FACTORS

TherePlease see below the new risk factors affecting the Registrants’ businesses and CenterPoint Energy’s investment in Enable, in addition to those discussed in “Risk Factors” in Item 1A of Part I of the combined 2019 Form 10-K, which could materially affect the Registrants’ financial condition or future results. Except for the updates below, there have been no material changes from the risk factors disclosed in the Registrants’ combined 20182019 Form 10-K.

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 recent outbreak of COVID-19 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 could result in lower 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. The ability of our customers, contractors and suppliers to meet their obligations to us, including payment obligations, could also be negatively affected under the current economic conditions. Furthermore, to the extent we experience 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.

In our NGD service territories and for Indiana Electric, we have informed customers that disconnections for non-payment and late fees are temporarily suspended, which could increase our bad debt expense. For Houston Electric, we are following PUCT orders regarding disconnection practices related to those customers impacted by COVID-19. These PUCT orders provide for suspended disconnections for certain residential customers as well as for their REPs and utilities to be compensated through a temporary rider charged by utilities, including Houston Electric, applicable to all customers. Additionally, the PUCT orders allow for certain utility costs related to COVID-19 to be placed in a regulatory asset for utilities to seek recovery in the future. As adverse economic conditions continue, 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. 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 outbreak may affect our ability to timely satisfy regulatory requirements such as recordkeeping and/or timely reporting requirements. As the EPA and many state environmental agencies have issued enforcement discretion policies for such issues, it is unclear whether the effect of any possible noncompliance due to COVID-19 will be material.
Furthermore, in the event a substantial portion 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 plan as anticipated. There is 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, 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 cancellation of physical participation in certain 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. 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 upon our business continuity plans in an effort to continue operations at our facilities, but there is no certainty that such measures will be sufficient to mitigate the adverse impact to our operations that could result from shortages of highly skilled employees.

In addition, the significant uncertainties related to the COVID-19 pandemic and actions taken to slow its spread have had, and are expected to continue to have, an adverse impact on the economies and financial markets of many countries. The plan assets and benefit obligations of our pension and postretirement plans are expected to be impacted negatively when these plans are re-measured, generally, at year-end, resulting in a decline in the funded status. During the three months ended March 31, 2020, the pension plan assets declined by approximately $171 million or 10% from December 31, 2019. A decline in the funded status of our pension plans as of December 31, 2020 could result in an increase in plan expenses and minimum required contributions for the subsequent years from the historical amounts.

As many of our employees and third-party service providers work remotely in accordance with government mandates, 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 businesses. 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 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.

The demand for Enable’s services are impacted by the drilling and production decisions of others and by commodity price volatility, which could adversely affect its financial position, results of operations and its ability to make cash distributions to us. A sustained decline in energy and commodity prices may also contribute to unfavorable economic conditions in certain of our service territories, in particular Houston, Texas.

The COVID-19 pandemic has adversely affected Enable’s businesses by (i) reducing the demand for natural gas, NGLs and crude oil due to reduced global and national economic activity, leading to significantly lower prices for natural gas, NGLs and crude oil; (ii) impairing the supply chain of certain of its customers for which it provides gathering and processing services, both of which could lead to further reduction of the utilization of its systems; and (iii) reducing producer activity across its footprint which is expected to result in reduced utilization of its services. In addition, concerns about global economic growth, as well as uncertainty regarding the timing, pace and extent of an economic recovery in the United States and abroad, have had a significant adverse impact on global financial markets and commodity prices. The price of, and demand for, natural gas, NGLs and crude oil declined significantly in response to the ongoing spread and economic effects of COVID-19, including significant governmental measures being implemented to control the spread of COVID-19, including quarantines, travel restrictions and business shutdowns and efforts made by oil-producing countries to reduce production of crude oil in response to declining global demand. For example, a coalition of 23 nations led by Saudi Arabia and Russia agreed to reduce production of crude oil by 9.7 million barrels per day in May and June; however, NGL and crude oil prices have remained depressed. These events, combined with the continuing COVID-19 pandemic and uncertainty regarding the length of time it will take for the United States and the rest of the world to slow the spread of COVID-19 to the point where applicable authorities are comfortable easing current restrictions on various commercial and economic activities, contributed to a sharp drop in prices for crude oil in the first quarter of 2020 and negative crude oil prices in the second quarter of 2020. On March 31, 2020, Enable’s common unit price closed at $2.57 per common unit. In response to these industry conditions, 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. This reduction is expected to result in one or more quarterly distributions to us that fall below our previously disclosed expected minimum quarterly distribution from Enable of $0.2875 per common unit. This reduction in Enable’s quarterly distributions per common unit is expected to reduce its common unit distributions to us by approximately $155 million per year. Enable currently cannot predict the duration or magnitude of the effects of COVID-19 on the supply and demand for, and the price of, natural gas, NGLs and crude oil or the exploration, development and production activity of the producers across its areas of operation. Sustained low commodity prices and reductions in exploration or production activities could continue to adversely affect the value of our interests in Enable and Enable’s financial position, results of operations and ability to make cash distributions to us.

Additionally, the significant decline in energy and commodity prices described above, if sustained, 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.

Item 6.EXHIBITS

Exhibits filed herewith are designated by a cross (+); all exhibits not so designated are incorporated by reference to a prior filing as indicated. Agreements included as exhibits are included only to provide information to investors regarding their terms. Agreements listed below may contain representations, warranties and other provisions that were made, among other things, to provide the parties thereto with specified rights and obligations and to allocate risk among them, and no such agreement should be relied upon as constituting or providing any factual disclosures about the Registrants, any other persons, any state of affairs or other matters.
 
Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, the Registrants have not filed as exhibits to this Form 10-Q 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
 Description 
Report or Registration
Statement
 
SEC File or
Registration
Number
 
Exhibit
Reference
 CenterPoint Energy Houston Electric CERC Description 
Report or Registration
Statement
 
SEC File or
Registration
Number
 
Exhibit
Reference
 CenterPoint Energy Houston Electric CERC
2.1* 
Agreement and Plan of Merger, dated as of April 21, 2018, by and among Vectren Corporation, CenterPoint Energy, Inc. and Pacer Merger Sub, Inc.
 CenterPoint Energy’s Form 8-K dated April 21, 2018 1-31447 2.1 x  
Agreement and Plan of Merger, dated as of April 21, 2018, by and among Vectren Corporation, CenterPoint Energy, Inc. and Pacer Merger Sub, Inc.
 CenterPoint Energy’s Form 8-K dated April 21, 2018 1-31447 2.1 x 
2.2* 
Securities Purchase Agreement, dated as of February 3, 2020, by and among Vectren Utility Services, Inc., PowerTeam Services, LLC and, solely for purposes of Section 10.17 of the Securities Purchase Agreement, Vectren Corporation
 CenterPoint Energy’s Form 8-K dated February 3, 2020 1-31447 x 
2.3* 
Equity Purchase Agreement, dated as of February 24, 2020, by and between CERC Corp. and Athena Energy Services Buyer, LLC
 CenterPoint Energy’s Form 8-K dated February 24, 2020 1-31447 x x
3.1 
Restated Articles of Incorporation of CenterPoint Energy
 CenterPoint Energy’s Form 8-K dated July 24, 2008 1-31447 3.2 x  
Restated Articles of Incorporation of CenterPoint Energy
 CenterPoint Energy’s Form 8-K dated July 24, 2008 1-31447 3.2 x 
3.2 
Restated Certificate of Formation of Houston Electric
 Houston Electric’s Form 10-Q for the quarter ended June 30, 2011 1-3187 3.1 x  
Restated Certificate of Formation of Houston Electric
 Houston Electric’s Form 10-Q for the quarter ended June 30, 2011 1-3187 3.1 x 
3.3 
Certificate of Incorporation of RERC Corp.

 CERC Form 10-K for the year ended December 31, 1997 1-13265 3(a)(1) x 
Certificate of Incorporation of RERC Corp.

 CERC Form 10-K for the year ended December 31, 1997 1-13265 3(a)(1) x
3.4 Certificate of Merger merging former NorAm Energy Corp. with and into HI Merger, Inc. dated August 6, 1997 CERC Form 10-K for the year ended December 31, 1997 1-13265 3(a)(2) x 
Certificate of Merger merging former NorAm Energy Corp. with and into HI Merger, Inc. dated August 6, 1997
 CERC Form 10-K for the year ended December 31, 1997 1-13265 3(a)(2) x
3.5 Certificate of Amendment changing the name to Reliant Energy Resources Corp. CERC Form 10-K for the year ended December 31, 1998 1-13265 3(a)(3) x 
Certificate of Amendment changing the name to Reliant Energy Resources Corp.
 CERC Form 10-K for the year ended December 31, 1998 1-13265 3(a)(3) x
3.6 
Certificate of Amendment changing the name to CenterPoint Energy Resources Corp.
 CERC Form 10-Q for the quarter ended June 30, 2003 1-13265 3(a)(4) x 
Certificate of Amendment changing the name to CenterPoint Energy Resources Corp.
 CERC Form 10-Q for the quarter ended June 30, 2003 1-13265 3(a)(4) x
3.7 
Third Amended and Restated Bylaws of CenterPoint Energy
 CenterPoint Energy’s Form 8-K dated February 21, 2017 1-31447 3.1 x 
3.8 
Amended and Restated Limited Liability Company Agreement of Houston Electric
 Houston Electric’s Form 10-Q for the quarter ended June 30, 2011 1-3187 3.2 x 
3.9 
Bylaws of RERC Corp.
 CERC Form 10-K for the year ended December 31, 1997 1-13265 3(b) x
3.10 
Statement of Resolutions Deleting Shares Designated Series A Preferred Stock of CenterPoint Energy
 CenterPoint Energy’s Form 10-K for the year ended December 31, 2011 1-31447 3(c) x 

Exhibit
Number
 Description 
Report or Registration
Statement
 
SEC File or
Registration
Number
 
Exhibit
Reference
 CenterPoint Energy Houston Electric CERC Description 
Report or Registration
Statement
 
SEC File or
Registration
Number
 
Exhibit
Reference
 CenterPoint Energy Houston Electric CERC
3.7 
Third Amended and Restated Bylaws of CenterPoint Energy
 CenterPoint Energy’s Form 8-K dated February 21, 2017 1-31447 3.1 x 
3.8 
Amended and Restated Limited Liability Company Agreement of Houston Electric
 Houston Electric’s Form 10-Q for the quarter ended June 30, 2011 1-3187 3.2 x 
3.9 Bylaws of RERC Corp. CERC Form 10-K for the year ended December 31, 1997 1-13265 3(b) x
3.10 
Statement of Resolutions Deleting Shares Designated Series A Preferred Stock of CenterPoint Energy
 CenterPoint Energy’s Form 10-K for the year ended December 31, 2011 1-31447 3(c) x 
3.11 
Statement of Resolution Establishing Series of Shares Designated Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock of CenterPoint Energy
 CenterPoint Energy’s Form 8-K dated August 22, 2018 1-31447 3.1 x  
Statement of Resolution Establishing Series of Shares Designated Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock of CenterPoint Energy
 CenterPoint Energy’s Form 8-K dated August 22, 2018 1-31447 3.1 x 
3.12 
Statement of Resolution Establishing Series of Shares designated 7.00% Series B Mandatory Convertible Preferred Stock of CenterPoint Energy
 CenterPoint Energy’s Form 8-K dated September 25, 2018 1-31447 3.1 x  
Statement of Resolution Establishing Series of Shares designated 7.00% Series B Mandatory Convertible Preferred Stock of CenterPoint Energy
 CenterPoint Energy’s Form 8-K dated September 25, 2018 1-31447 3.1 x 
4.1 
Form of CenterPoint Energy Stock Certificate
 CenterPoint Energy’s Registration Statement on Form S-4 3-69502 4.1 x  
Form of CenterPoint Energy Stock Certificate
 CenterPoint Energy’s Registration Statement on Form S-4 3-69502 4.1 x 
4.2 
Form of Certificate representing the Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock of CenterPoint Energy
 CenterPoint Energy’s Form 8-K dated August 22, 2018 1-31447 4.1 x  
Form of Certificate representing the Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock of CenterPoint Energy
 CenterPoint Energy’s Form 8-K dated August 22, 2018 1-31447 4.1 x 
4.3 
Form of Certificate representing the 7.00% Series B Mandatory Convertible Preferred Stock of CenterPoint Energy (included as Exhibit A to Exhibit 3.12)
 CenterPoint Energy’s Form 8-K dated September 25, 2018 1-31447 4.1 x  
Form of Certificate representing the 7.00% Series B Mandatory Convertible Preferred Stock of CenterPoint Energy (included as Exhibit A to Exhibit 3.12)
 CenterPoint Energy’s Form 8-K dated September 25, 2018 1-31447 4.1 x 
4.4 
Deposit Agreement, dated as of October 1, 2018, among CenterPoint Energy and Broadridge Corporate Issuer Solutions, Inc., as Depositary, and the holders from time to time of the Depositary Receipts described therein
 CenterPoint Energy’s Form 8-K dated September 25, 2018 1-31447 4.2 x  
Deposit Agreement, dated as of October 1, 2018, among CenterPoint Energy and Broadridge Corporate Issuer Solutions, Inc., as Depositary, and the holders from time to time of the Depositary Receipts described therein
 CenterPoint Energy’s Form 8-K dated September 25, 2018 1-31447 4.2 x 
4.5 
Form of Depositary Receipt for the Depositary Shares (included as Exhibit A to Exhibit 4.4)
 CenterPoint Energy’s Form 8-K dated September 25, 2018 1-31447 4.3 x  
Form of Depositary Receipt for the Depositary Shares (included as Exhibit A to Exhibit 4.4)
 CenterPoint Energy’s Form 8-K dated September 25, 2018 1-31447 4.3 x 
4.6 
$1,600,000,000 Credit Agreement, dated as of March 3, 2016, among CenterPoint Energy, as Borrower, and the banks named therein
 CenterPoint Energy’s Form 8-K dated March 3, 2016 1-31447 4.1 x  
$1,600,000,000 Credit Agreement, dated as of March 3, 2016, among CenterPoint Energy, as Borrower, and the banks named therein
 CenterPoint Energy’s Form 8-K dated March 3, 2016 1-31447 4.1 x 
4.7 
$300,000,000 Credit Agreement, dated as of March 3, 2016, among Houston Electric, as Borrower, and the banks named therein
 CenterPoint Energy’s Form 8-K dated March 3, 2016 1-31447 4.2 x x  
$300,000,000 Credit Agreement, dated as of March 3, 2016, among Houston Electric, as Borrower, and the banks named therein
 CenterPoint Energy’s Form 8-K dated March 3, 2016 1-31447 4.2 x x 
4.8 
$600,000,000 Credit Agreement, dated as of March 3, 2016, among CERC Corp., as Borrower, and the banks named therein
 CenterPoint Energy’s Form 8-K dated March 3, 2016 1-31447 4.3 x x 
$600,000,000 Credit Agreement, dated as of March 3, 2016, among CERC Corp., as Borrower, and the banks named therein
 CenterPoint Energy’s Form 8-K dated March 3, 2016 1-31447 4.3 x x
4.9 
First Amendment to Amended and Restated Credit Agreement, dated as of June 16, 2017, by and among CenterPoint Energy, as Borrower, and the banks named therein
 CenterPoint Energy’s Form 8-K dated June 16, 2017 1-31447 4.1 x  
First Amendment to Amended and Restated Credit Agreement, dated as of June 16, 2017, by and among CenterPoint Energy, as Borrower, and the banks named therein
 CenterPoint Energy’s Form 8-K dated June 16, 2017 1-31447 4.1 x 
4.10 
Second Amendment to Amended and Restated Credit Agreement, dated as of May 25, 2018, by and among CenterPoint Energy, as Borrower, and the banks named therein
 CenterPoint Energy’s Form 8-K dated May 25, 2018 1-31447 4.1 x  
Second Amendment to Amended and Restated Credit Agreement, dated as of May 25, 2018, by and among CenterPoint Energy, as Borrower, and the banks named therein
 CenterPoint Energy’s Form 8-K dated May 25, 2018 1-31447 4.1 x 
4.11 
First Amendment to Credit Agreement, dated as of June 16, 2017, among Houston Electric, as Borrower, and the banks named therein
 CenterPoint Energy’s Form 8-K dated June 16, 2017 1-31447 4.2 x x  
First Amendment to Credit Agreement, dated as of June 16, 2017, among Houston Electric, as Borrower, and the banks named therein
 CenterPoint Energy’s Form 8-K dated June 16, 2017 1-31447 4.2 x x 
4.12 
First Amendment to Credit Agreement, dated as of June 16, 2017, among CERC Corp., as Borrower, and the banks named therein
 CenterPoint Energy’s Form 8-K dated June 16, 2017 1-31447 4.3 x x
4.13 
$400,000,000 Credit Agreement, dated as of July 14, 2017, among VUHI, as Borrower, certain Subsidiaries of VUHI, as Guarantors, and the banks named therein
 Vectren’s Form 8-K dated July 17, 2017 1-15467 10.1 x 
4.14 
$200,000,000 Credit Agreement, dated as of July 14, 2017, among VCC, as Borrower, Vectren Corporation, as Guarantor, and the banks named therein
 Vectren’s Form 8-K dated July 17, 2017 1-15467 10.2 x 

Exhibit
Number
 Description 
Report or Registration
Statement
 
SEC File or
Registration
Number
 
Exhibit
Reference
 CenterPoint Energy Houston Electric CERC Description 
Report or Registration
Statement
 
SEC File or
Registration
Number
 
Exhibit
Reference
 CenterPoint Energy Houston Electric CERC
4.12 
First Amendment to Credit Agreement, dated as of June 16, 2017, among CERC Corp., as Borrower, and the banks named therein
 CenterPoint Energy’s Form 8-K dated June 16, 2017 1-31447 4.3 x x
4.13 
$400,000,000 Credit Agreement, dated as of July 14, 2017, among VUHI, as Borrower, certain Subsidiaries of VUHI, as Guarantors, and the banks named therein
 Vectren’s Form 8-K dated July 17, 2017 1-15467 10.1 x 
4.14 
$200,000,000 Credit Agreement, dated as of July 14, 2017, among VCC, as Borrower, Vectren Corporation, as Guarantor, and the banks named therein
 Vectren’s Form 8-K dated July 17, 2017 1-15467 10.2 x 
4.15 
Term Loan Agreement dated as of July 30, 2018, among VUHI, as Borrower, the Subsidiaries of Borrower identified herein as Guarantors and the banks named therein
 Vectren’s Form 8-K dated July 30, 2018 1-15467 10.1 x  
Term Loan Agreement dated as of July 30, 2018, among VUHI, as Borrower, the Subsidiaries of Borrower identified herein as Guarantors and the banks named therein
 Vectren’s Form 8-K dated July 30, 2018 1-15467 10.1 x 
4.16 
Term Loan Agreement dated as of September 14, 2018, among VCC, as Borrower, Vectren as Guarantor, and the banks named therein
 Vectren’s Form 8-K dated September 18, 2018 1-15467 10.1 x  
Term Loan Agreement dated as of September 14, 2018, among VCC, as Borrower, Vectren as Guarantor, and the banks named therein
 Vectren’s Form 8-K dated September 18, 2018 1-15467 10.1 x 
+4.17 
First Amendment to Term Loan Agreement, dated as of June 25, 2019, among VCC, as Borrower, Vectren as Guarantor and the banks named therein
 x 
4.17 
First Amendment to Term Loan Agreement, dated as of June 25, 2019, among VCC, as Borrower, Vectren as Guarantor and the banks named therein
 CenterPoint Energy’s Form 10-Q for the quarter ended June 30, 2019 1-31447 4.17 x 
4.18 
$1,000,000,000 Term Loan Agreement, dated as of May 15, 2019, among CenterPoint Energy, as Borrower, Mizuho Bank, Ltd., as Administrative Agent and Lead Arranger, and the banks named therein  
 CenterPoint Energy’s Form 8-K dated May 15, 2019 1-31447 4.1 x  
$1,000,000,000 Term Loan Agreement, dated as of May 15, 2019, among CenterPoint Energy, as Borrower, Mizuho Bank, Ltd., as Administrative Agent and Lead Arranger, and the banks named therein  
 CenterPoint Energy’s Form 8-K dated May 15, 2019 1-31447 4.1 x 
+10.1 
Letter Agreement, dated April 9, 2019, between CenterPoint Energy and Xia Liu
 x 
10.1 
Second Amendment to the CenterPoint Energy Savings Restoration Plan, effective as of January 1, 2020
 CenterPoint Energy’s Form 8-K dated December 9, 2019 1-31447 10.1 x 
10.2 
First Amendment to the Amended and Restated CenterPoint Energy Stock Plan for Outside Directors
 CenterPoint Energy’s Form 10-K for the year ended December 31, 2019 1-31447 10(n)(2) x 
10.3 
Separation and Release Agreement between CenterPoint Energy, Inc. and Scott M. Prochazka, dated March 6, 2020
 CenterPoint Energy’s Form 8-K dated March 6, 2020 1-31447 10.1 x 
10.4 
Form of Award Agreement for Restricted Stock Unit Awards
 CenterPoint Energy’s Form 8-K dated March 4, 2020 1-31447 10.1 x 
10.5 
Form of Award Agreement for Performance Share Units
 CenterPoint Energy’s Form 8-K/A dated March 30, 2020 1-31447 10.1 x 
10.6 
Form of Award Agreement for Restricted Stock Unit Awards
 CenterPoint Energy’s Form 8-K/A dated March 30, 2020 1-31447 10.2 x 
+31.1.1 
Rule 13a-14(a)/15d-14(a) Certification of Scott M. Prochazka
 x  
Rule 13a-14(a)/15d-14(a) Certification of John W. Somerhalder II
 x 
+31.1.2 
Rule 13a-14(a)/15d-14(a) Certification of Scott M. Prochazka
 x  
Rule 13a-14(a)/15d-14(a) Certification of John W. Somerhalder II
 x 
+31.1.3 
Rule 13a-14(a)/15d-14(a) Certification of Scott M. Prochazka
 x 
Rule 13a-14(a)/15d-14(a) Certification of John W. Somerhalder II
 x
+31.2.1 
Rule 13a-14(a)/15d-14(a) Certification of Xia Liu
 x  
Rule 13a-14(a)/15d-14(a) Certification of Kristie L. Colvin
 x 
+31.2.2 
Rule 13a-14(a)/15d-14(a) Certification of Xia Liu
 x  
Rule 13a-14(a)/15d-14(a) Certification of Kristie L. Colvin
 x 
+31.2.3 
Rule 13a-14(a)/15d-14(a) Certification of Xia Liu
 x 
Rule 13a-14(a)/15d-14(a) Certification of Kristie L. Colvin
 x
+32.1.1 
Section 1350 Certification of Scott M. Prochazka
 x  
Section 1350 Certification of John W. Somerhalder II
 x 
+32.1.2 
Section 1350 Certification of Scott M. Prochazka
 x  
Section 1350 Certification of John W. Somerhalder II
 x 
+32.1.3 
Section 1350 Certification of Scott M. Prochazka
 x 
Section 1350 Certification of John W. Somerhalder II
 x
+32.2.1 
Section 1350 Certification of Xia Liu
 x  
Section 1350 Certification of Kristie L. Colvin
 x 
+32.2.2 
Section 1350 Certification of Xia Liu
 x  
Section 1350 Certification of Kristie L. Colvin
 x 
+32.2.3 
Section 1350 Certification of Xia Liu
 x 
Section 1350 Certification of Kristie L. Colvin
 x
+101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document x x x Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document x x x
+101.SCH Inline XBRL Taxonomy Extension Schema Document x x x Inline XBRL Taxonomy Extension Schema Document x x x
+101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document x x x
+101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document x x x

Exhibit
Number
 Description 
Report or Registration
Statement
 
SEC File or
Registration
Number
 
Exhibit
Reference
 CenterPoint Energy Houston Electric CERC
+101.CALInline XBRL Taxonomy Extension Calculation Linkbase Documentxxx
+101.DEFInline XBRL Taxonomy Extension Definition Linkbase Documentxxx
+101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document       x x x
+101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document       x x x
+104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the(formatted as Inline XBRL documentand contained in Exhibit 101)       x x x
*Schedules to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedules will be furnished supplementally to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.

SIGNATURES



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


 CENTERPOINT ENERGY, INC.
 CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC
 CENTERPOINT ENERGY RESOURCES CORP.
  
  
By:/s/ Kristie L. Colvin
 Kristie L. Colvin
 SeniorInterim Executive Vice President and Chief AccountingFinancial Officer
 and Chief Accounting Officer

Date: AugustMay 7, 20192020




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