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On August 16, 2022, the IRA was signed into law. The new law extends or creates tax-related energy incentives for solar, wind and alternative clean energy sources, implements, subject to certain exceptions, a 1% tax on share repurchases after December 31, 2022, and implements a 15% corporate alternative minimum tax based on the AFSI of ~~Contents~~those corporations with an average AFSI of $1 billion over the most recent three-year period (i.e., the CAMT). The IRA did not have a material impact on the Registrants’ 2022 financial results and no material impact is expected for 2023 financial results. The Registrants may be currently subject to the CAMT, pending future guidance relating to comments requested in response to Notice 2023-7. If the Registrants are subject to the CAMT for 2023, the calculation of regular tax will exceed minimum tax for 2023; therefore, no minimum tax is expected to be paid. Further guidance on the tax provisions of the IRA is expected and the Registrants continue to evaluate the IRA provisions for the effect on their future financial results.

Greenhouse Gas Regulation and Compliance (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 On July 8, 2019, the EPA published the ACE rule, which (i) repealed the CPP rule; (ii) replaced the CPP rule with a program that requires states to implement a program of energy efficiency improvement targets for individual coal-fired electric generating units; and (iii) amended the implementing regulations for Section 111(d) of the Clean Air Act. On January 19, 2021, the majority of the ACE rule — including the CPP repeal, CPP replacement, and the timing-related portions of the Section 111(d) implementing rule — was struck down by the U.S. Court of Appeals for the D.C. Circuit and on October 29, 2021, the U.S. Supreme Court agreed to consider four petitions filed by various coal interests and a coalition of 19 states. On June 30, 2022, the U.S. Supreme Court ruled that the ~~U.S.~~ EPA exceeded its authority in promulgating the CPP. ~~The~~On May 10, 2023, the EPA ~~has announced it~~proposed regulations under Section 111 of the Clean Air Act which, if finalized, apply new GHG performance standards for those existing coal-fired units expected to continue operation beyond December 31, 2029. We are currently reviewing the proposal for applicability to existing and new gas-fired generating units, but would note that CenterPoint Energy does not currently have plans ~~on issuing new greenhouse gas rules in the future.~~to operate any of its coal-fired units beyond December 2029.

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

Compliance costs and other effects associated with climate change, reductions in GHG emissions and obtaining renewable energy sources remain uncertain. Although the amount of compliance costs remains uncertain, any new regulation or legislation relating to climate change will likely result in an increase in compliance costs. While the requirements of a federal or state rule remain uncertain, CenterPoint Energy will continue to monitor regulatory activity regarding GHG emission standards that may affect its business. Currently, CenterPoint Energy does not purchase carbon credits. In connection with its net zero emissions

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goals, CenterPoint Energy is expected to purchase carbon credits in the future; however, CenterPoint Energy does not currently expect the number of credits, or cost for those credits, to be material.

Climate Change Trends and Uncertainties

As a result of increased awareness regarding climate change, coupled with adverse economic conditions, availability of alternative energy sources, including private solar, microturbines, fuel cells, energy-efficient buildings and energy storage devices, and new regulations restricting emissions, including potential regulations of methane emissions, some consumers and companies may use less energy, meet their own energy needs through alternative energy sources or avoid expansions of their facilities, including natural gas facilities, resulting in less demand for the Registrants’ services. As these technologies become a more cost-competitive option over time, whether through cost effectiveness or government incentives and subsidies, certain customers may choose to meet their own energy needs and subsequently decrease usage of the Registrants’ systems and

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services, which may result in, among other things, Indiana Electric’s generating facilities becoming less competitive and economical. Further, evolving investor sentiment related to the use of fossil fuels and initiatives to restrict continued production of fossil fuels have had significant impacts on CenterPoint Energy’s electric generation and natural gas businesses. For example, because Indiana Electric’s current generating facilities substantially rely on coal for their operations, certain financial institutions choose not to participate in CenterPoint Energy’s financing arrangements. Conversely, demand for the Registrants’ services may increase as a result of customer changes in response to climate change. For example, as the utilization of electric vehicles increases, demand for electricity may increase, resulting in increased usage of CenterPoint Energy’s systems and services. Any negative opinions with respect to CenterPoint Energy’s environmental practices or its ability to meet the challenges posed by climate change formed by regulators, customers, investors, legislators or ~~legislators~~other stakeholders could harm its reputation.

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

To the extent climate changes result in warmer temperatures in the Registrants’ service territories, financial results from the Registrants’ businesses could be adversely impacted. For example, CenterPoint Energy’s and CERC’s Natural Gas could be adversely affected through lower natural gas sales. On the other hand, warmer temperatures in CenterPoint Energy’s and Houston Electric’s electric service territory may increase revenues from transmission and distribution and generation through increased demand for electricity used for cooling. Another possible result of climate change is more frequent and more severe weather events, such as hurricanes, tornadoes and flooding, including such storms as the February 2021 Winter Storm Event. Since many of the Registrants’ facilities are located along or near the Texas ~~Gulf Coast,~~gulf coast, increased or more severe hurricanes or tornadoes could increase costs to repair damaged facilities and restore service to customers. CenterPoint Energy’s ~~recently announced~~current 10-year capital plan includes capital expenditures to maintain reliability and safety and increase resiliency of its systems as climate change may result in more frequent significant weather events. Houston Electric does not own or operate any electric generation facilities other than, since September 2021, leasing facilities that provide temporary emergency electric energy to aid in restoring power to distribution customers during certain widespread power outages as allowed by a new law enacted after the February 2021 Winter Storm Event.its operation of TEEEF. Houston Electric transmits and distributes to customers of REPs electric power that the REPs obtain from power generation facilities owned by third parties. To the extent adverse weather conditions affect the Registrants’ suppliers, results from their energy delivery businesses may suffer. For example, in Texas, the February 2021 Winter Storm Event caused an electricity generation shortage that was severely disruptive to Houston Electric’s service territory and the wholesale generation market and also caused a reduction in available natural gas capacity. When the Registrants cannot deliver electricity or natural gas to customers, or customers cannot receive services, the Registrants’ financial results can be impacted by lost revenues, and they generally must seek approval from regulators to recover restoration costs. To the extent the Registrants are unable to recover those costs, or if higher rates resulting from recovery of such costs result in reduced demand for services, the Registrants’ future financial results may be adversely impacted. Further, as the intensity and frequency of significant weather events continues, it may impact our ability to secure cost-efficient insurance.

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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, see Note 11 to the Interim Condensed Financial Statements.

On June 30, 2022, in connection with the Restructuring, VUH repaid in full all outstanding indebtedness and terminated all remaining commitments and other obligations under its $400 million amended and restated credit agreement dated as

Table of ~~February 4, 2021. VUH did not incur any penalties in connection with the early termination.~~Contents

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 ~~$3.6~~$4.0 billion as of June 30, ~~2022.~~2023. As of July ~~21, 2022,~~19, 2023, the Registrants had the following revolving credit facilities and utilization of such facilities:


				Amount Utilized as of July 21, 2022											Amount Utilized as of July 19, 2023
Registrant	Registrant	Size of Facility		Loans		Letters of Credit		Commercial Paper		Weighted Average Interest Rate	Termination Date	Registrant	Size of Facility		Loans		Letters of Credit		Commercial Paper		Weighted Average Interest Rate	Termination Date
		(in millions)											(in millions)
CenterPoint Energy	CenterPoint Energy	$	2,400	$	—	$	11	$	443	1.87%	February 4, 2024	CenterPoint Energy	$	2,400	$	—	$	8	$	1,564	5.44%	December 6, 2027

CenterPoint Energy (1)												CenterPoint Energy (1)	250		—		—		—		—%	December 6, 2027

Houston Electric	Houston Electric	300		—		—		—		—%	February 4, 2024	Houston Electric	300		—		—		—		—%	December 6, 2027
CERC	CERC	900		—		—		612		2.12%	February 4, 2024	CERC	1,050		—		1		—		—%	December 6, 2027
Total	Total	$	3,600	$	—	$	11	$	1,055			Total	$	4,000	$	—	$	9	$	1,564

(1)This credit facility was issued by SIGECO.

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

~~Long-term~~ Debt Transactions

For detailed information about the Registrants’ debt transactions to date in ~~2022,~~2023, see Note 11 to the Interim Condensed Financial Statements.

Securities Registered with the SEC

On May ~~29, 2020,~~17, 2023, the Registrants filed a joint shelf registration statement with the SEC registering indeterminate principal amounts of Houston Electric’s general mortgage bonds, CERC Corp.’s senior debt securities and CenterPoint Energy’s senior debt securities and junior subordinated debt securities and an indeterminate number of shares of Common Stock, shares of preferred stock, depositary shares, as well as stock purchase contracts and equity units. The joint shelf registration statement will expire on May ~~29, 2023.~~17, 2026. For information related to the Registrants’ debt issuances in ~~2022,~~2023, see Note 11 to the Interim Condensed Financial Statements.

Temporary Investments

As of July ~~21, 2022,~~19, 2023, the Registrants had no temporary investments.

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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.

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The table below summarizes CenterPoint Energy money pool activity by Registrant as of July ~~21, 2022:~~19, 2023:

Weighted Average Interest Rate Houston Electric CERC
(in millions)
Money pool investments (borrowings) 1.89% $ 162 $ —


	Weighted Average Interest Rate	Houston Electric		CERC
		(in millions)
Money pool investments	5.49%	$	(183)	$	327

Impact on Liquidity of a Downgrade in Credit Ratings

The interest rate on borrowings under the credit facilities is based on each respective borrower’s credit ratings. As of July ~~21, 2022,~~19, 2023, 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

Stable

BBB

Stable

BBB

Stable

CenterPoint Energy

Vectren Corp. Issuer Rating

n/a

BBB+

Stable

n/a

CenterPoint Energy

~~VUH Senior Unsecured Debt~~

~~Stable~~

~~BBB+~~

~~Stable~~

~~n/a~~

~~CenterPoint Energy~~

~~Indiana Gas Senior Unsecured Debt~~

~~n/a~~

~~BBB+~~

~~Stable~~

~~n/a~~

~~CenterPoint Energy~~

SIGECO Senior Secured Debt

Stable

n/a

Houston Electric

Houston Electric Senior Secured Debt

Stable

CERC

CERC Corp. Senior Unsecured Debt

Stable

BBB+

Stable

A-

Stable

CERC

Indiana Gas Senior Unsecured Debt

n/a

BBB+

Stable

n/a

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

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

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

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

A decline in credit ratings could increase borrowing costs under the Registrants’ revolving credit facilities. If the Registrants’ credit ratings had been downgraded one notch by S&P and Moody’s from the ratings that existed as of June 30, ~~2022,~~2023, the impact on the borrowing costs under the ~~four~~three revolving credit facilities would have been insignificant. A decline in credit ratings would also increase the interest rate on long-term debt to be issued in the capital markets and could negatively impact the Registrants’ ability to complete capital market transactions and to access the commercial paper market. Additionally, a decline in credit ratings could increase cash collateral requirements and reduce earnings of CenterPoint Energy’s and CERC’s Natural Gas reportable segments.

Pipeline tariffs and contracts typically provide that if the credit ratings of a shipper or the shipper’s guarantor drop below a threshold level, which is generally investment grade ratings from both Moody’s and S&P, cash or other collateral may be demanded from the shipper in an amount equal to the sum of three months’ charges for pipeline services plus the unrecouped cost of any lateral built for such shipper. If the credit ratings of CERC Corp. decline below the applicable threshold levels,

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CERC might need to provide cash or other collateral of ~~as much as $211~~up to $249 million as of June 30, ~~2022.~~2023. The amount of collateral will depend on seasonal variations in transportation levels.

ZENS and Securities Related to ZENS (CenterPoint Energy)

If CenterPoint Energy’s creditworthiness were to drop such that ZENS holders thought its liquidity was adversely affected or the market for the ZENS were to become illiquid, some ZENS holders might decide to exchange their ZENS for cash. Funds for the payment of cash upon exchange could be obtained from the sale of the shares of ZENS-Related Securities that CenterPoint Energy owns or from other sources. CenterPoint Energy owns shares of ZENS-Related Securities equal to approximately 100% of the reference shares used to calculate its obligation to the holders of the ZENS. ZENS exchanges result

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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 and ZENS-Related Securities continues to increase by the amount of the tax benefit realized each year, and there could be a significant cash outflow when the taxes are paid as a result of the retirement or exchange of the ZENS. If all ZENS had been exchanged for cash on June 30, ~~2022,~~2023, deferred taxes of approximately ~~$602~~$697 million would have been payable in ~~2022.~~2023. If all the ZENS-Related Securities had been sold on June 30, ~~2022,~~2023, capital gains taxes of approximately ~~$112~~$76 million would have been payable in ~~2022~~2023 based on ~~2022~~2023 tax rates in effect. For additional information about ZENS, see Note 10 to the Interim Condensed Financial Statements.

Cross Defaults

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

Possible Acquisitions, Divestitures and Joint Ventures

From time to time, the Registrants consider the acquisition or the disposition of assets or businesses or possible joint ventures, strategic initiatives or other joint ownership arrangements with respect to assets or businesses. Any determination to take action in this regard will be based on market conditions and opportunities existing at the time, and accordingly, the timing, size or success of any efforts and the associated potential capital commitments are unpredictable. The Registrants may seek to fund all or part of any such efforts with proceeds from debt and/or equity issuances. Debt or equity financing may not, however, be available to the Registrants at that time due to a variety of events, including, among others, maintenance of our credit ratings, industry conditions, general economic conditions, market conditions and market perceptions. ~~As announced in September 2021 and reiterated in May 2022,~~ CenterPoint Energy ~~plans to increase~~most recently increased its planned capital expenditures in its Electric and Natural Gas businesses in July 2023 to support further rate base ~~growth and~~growth. The Registrants may continue to explore asset sales ~~in addition to the recently completed sale of its Natural Gas businesses located in Arkansas and Oklahoma,~~ as a means to efficiently finance a portion of ~~such~~its increased capital ~~expenditures.~~expenditures in the future, subject to the conditions listed above. For further information, see Note 3 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. As of June 30, 2023, the total notional amount of CenterPoint Energy’s forward interest rate agreements was $75 million. For further information, 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, the February 2021 Winter Storm Event, 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 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

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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

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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:

•cash collateral requirements that could exist in connection with certain contracts, including weather hedging arrangements, and natural gas purchases, natural gas price and natural gas storage activities of CenterPoint Energy’s and CERC’s Natural Gas reportable segment;

•acceleration of payment dates on certain gas supply contracts, under certain circumstances, as a result of increased natural gas prices, 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 or the use of alternative sources of ~~financings;~~

•~~increases in commodity prices;~~financings on capital and other financial markets;

•various legislative or regulatory ~~actions, including recovery of costs such as those associated with the mobile generation leases;~~actions;

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

•the ability of REPs, including REP affiliates of NRG and Vistra Energy Corp., to satisfy their obligations to CenterPoint Energy and Houston ~~Electric, including the negative impact on such ability related to the February 2021 Winter Storm Event;~~Electric;

•slower customer payments and increased write-offs of receivables due to higher natural gas prices, changing economic conditions, public health threats or ~~the February 2021 Winter Storm Event~~severe weather events (CenterPoint Energy and CERC);

•the satisfaction of any obligations pursuant to guarantees;

•the outcome of litigation, including litigation related to the February 2021 Winter Storm Event;

•contributions to pension and postretirement benefit plans;

•disruptions in the banking industry, including bank failures and uncertainty regarding bank stability;

•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 ~~2021~~2022 Form 10-K ~~and in Item 1A of Part II of this combined Form 10-Q.~~.

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

Certain provisions in certain note purchase agreements relating to debt issued by CERC have the effect of restricting the amount of secured debt issued by CERC and debt issued by subsidiaries of CERC Corp. Additionally, Houston Electric and SIGECO are limited in the amount of mortgage bonds they can issue by the General Mortgage and SIGECO’s mortgage indenture, respectively. For information about the total debt to capitalization financial covenants in the Registrants’ and ~~certain of CenterPoint Energy’s subsidiaries’~~SIGECO’s revolving credit facilities, see Note 11 to the Interim Condensed Financial Statements.

CRITICAL ACCOUNTING POLICIES

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

~~Common control transactions (CenterPoint Energy~~Impairment of Long-Lived Assets, Including Identifiable Intangibles and ~~CERC)~~Goodwill

~~When~~The Registrants review the carrying value of long-lived assets, including identifiable intangibles and goodwill, 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 transfer of net assets or exchange of equity interests between entities under common control, the entity that receives the net assets or the equity interests shall initially recognize the assets and liabilities transferred at the date of transfer basedmaterial effect on the ~~ultimate parent company’s basis, which~~value of long-lived assets, including intangibles and goodwill, future cash flows, interest rate, and regulatory matters, and could result in ~~the case of the Restructuring is CenterPoint Energy’s basis. CenterPoint Energy’s basis in net assets of~~ an entity may differ from the historical net assets of that entity on a standalone basis, for example, because push-down accounting had not been applied on a standalone basis. Additionally, when the net assetsimpairment charge.

7677

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~~transferred~~

CenterPoint Energy and CERC completed their 2022 annual goodwill impairment test during the third quarter of 2022 and determined, based on an income approach or a weighted combination of income and market approaches, that no goodwill impairment charge was required for any reporting unit. The fair values of each reporting unit significantly exceeded the carrying value of the reporting unit as of the last annual test.

From time to time, the Registrants consider the acquisition or the disposition of assets or businesses, and market information obtained through these exploratory activities is considered during the preparation of the financial statements to determine if an interim impairment test is required. The Registrants did not identify triggering events in connection with their preparation of the financial statements for the three months ended June 30, 2023, and goodwill impairment of long-lived asset impairments tests were not required or performed. See discussion below for goodwill attributable to disposed businesses, including assets held for sale.

Divestitures, including assets held for sale

Generally, a ~~common-control transaction meet~~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 ~~receiving entity will record an allocation of~~ goodwill ~~from the~~within that reporting unit is allocated to the disposal group based on the relative fair value of the ~~businesses transferred within~~components representing a business that will be retained and disposed. Goodwill is not allocated to a portion of a reporting ~~unit.~~unit that does not meet the definition of a business.

During the three and six months ended June 30, 2023, as described further in Note 3 to the Interim Condensed Financial Statements, certain assets and liabilities of Energy Systems Group representing a business were disposed. As a result of the held for sale criteria being met during the same period as the completion of the sale, goodwill attributable to Energy Systems Group of $134 million was reflected in the pre-tax loss on sale of $12 million based on the actual sale proceeds received at closing during the three and six months ended June 30, 2022, CERC received $972 million of goodwill from CenterPoint Energy’s Natural Gas reporting unit in connection with the Restructuring. CERC recast prior periods to reflect the Restructuring as if it occurred at the earliest period presented for which CenterPoint Energy had common control. The Restructuring did not impact CenterPoint Energy’s basis in any entity, its allocation of goodwill to its reporting units, or its segment presentation. Neither CenterPoint Energy nor CERC recognized any gains or losses in connection with the Restructuring. SIGECO was not acquired by CERC and remains a subsidiary of VUH.2023.

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, present value techniques based on estimates of cash flows, or multiples of earnings or revenue performance measures. The fair value could be different if different estimates and assumptions in these valuation techniques were applied.

Fair value measurements require significant judgment and often ~~depend on~~ unobservable inputs, including (i) projected timing and ~~amounts~~amount of future cash flows, which factor in planned growth initiatives, (ii) the regulatory environment, as applicable, and (iii) discount rates reflecting risk inherent in the future market prices. Changes in these assumptions could have a significant impact on the resulting fair ~~value or relative fair~~ value.

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

Accounting for Securitization of Planned Generation Retirements

Accounting guidance for rate regulated long-lived asset abandonment requires that the carrying value of an operating asset or an asset under construction is removed from property, plant and equipment when it becomes probable that the ~~businesses within~~asset will be abandoned. The Registrants recognize either a loss on abandonment or regulatory asset when they concluded it is probable the ~~Natural Gas reporting unit was~~cost will be recovered in future rates. The portion of property, plant and equipment that will remain used and useful until abandonment and recovered through depreciation expense in rates will continue to be classified as property, plant and equipment until the asset is abandoned. The Registrants evaluate if an adjustment to the estimated ~~based~~life of the asset and, accordingly, the rate of depreciation, is required to recover the asset while it is still providing service. Determining probability of abandonment or probability of recovery requires significant judgment on ~~a weighted combination~~the part of ~~income~~management and ~~market approaches, consistent~~includes, but is not limited to, consideration of testimony presented in regulatory hearings, proposed regulatory decisions, final regulatory orders and the strength or status of applications for rehearing or state court appeals.

In connection with the ~~methodology used~~securitization financing of qualified costs in the ~~2021 annual goodwill impairment test.~~second quarter of 2023 associated with the planned retirement of SIGECO’s A.B. Brown coal generation facilities, CenterPoint Energy evaluated the VIE consisting of the Securitization Subsidiary, a wholly-owned, bankruptcy-remote, special purpose entity, for possible consolidation, including review of qualitative factors such as the power to direct the activities of the VIE and the obligation to absorb losses of the VIE. CenterPoint Energy has the power to direct the significant activities of the VIE and is most closely associated with the VIE as

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compared to other interests held by the holders of the SIGECO Securitization Bonds. CenterPoint Energy is, therefore, considered the primary beneficiary and consolidated the VIE.

For purposes of reporting cash flows, the Registrants consider cash equivalents to be short-term, highly-liquid investments with maturities of three months or less from the date of purchase. Cash and cash equivalents held by the Securitization Subsidiary solely to support servicing the SIGECO Securitization Bonds as of June 30, 2023 are reflected on CenterPoint Energy’s Consolidated Balance Sheet.

In connection with the issuance of the SIGECO Securitization Bonds, CenterPoint Energy was required to establish a restricted cash account to collateralize the SIGECO Securitization Bonds that were issued in the financing transaction. The restricted cash account is not available for withdrawal until the maturity of the SIGECO Securitization Bonds and is not included in cash and cash equivalents.

For further information, see Notes 1 and 6 to the Interim Condensed Financial Statements.

Other than the ~~common control~~interim goodwill impairment review and securitization transaction discussed above, there have been no significant changes in our critical accounting policies during the ~~three and~~ six months ended June 30, ~~2022,~~2023, as compared to the critical accounting policies disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Registrants’ combined ~~2021~~2022 Form 10-K.

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, ~~2022,~~2023, 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 ~~$2.8~~$2.4 billion and $4.5 billion as of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively. If the floating interest rates were to increase by ~~10%~~100 basis points from June 30, ~~2022~~2023 rates, CenterPoint Energy’s combined interest expense would increase by approximately $4$24 million annually. In April 2023, SIGECO executed a remarketing agreement to remarket five series of tax-exempt debt of approximately $148 million, which closed on May 1, 2023. SIGECO expects to remarket an additional $38 million of tax-exempt debt at then market rates due to mandatory purchase or mandatory tender for purchase provisions by the end of 2023. For further information, see Note 11 to the Interim Condensed Financial Statements. On September 1, 2023, CenterPoint Energy’s Series A Preferred Stock will convert from a fixed rate dividend rate to a floating rate per annum equal to three month U.S. dollar LIBOR (or alternative benchmark rate) plus 3.270%.

As of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, CenterPoint Energy had outstanding fixed-rate debt (excluding indexed debt securities) aggregating ~~$12.3~~$14.7 billion and ~~$11.7~~$12.5 billion, respectively, in principal amount and having a fair value of ~~$11.5~~$13.5 billion and ~~$13.0~~$11.1 billion, respectively. Because these instruments are fixed-rate, they do not expose CenterPoint Energy to the risk of loss in earnings due to changes in market interest rates. However, the fair value of these instruments would increase by approximately ~~$487~~$634 million if interest rates were to decline by 10% from levels at June 30, ~~2022.~~2023. 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.

~~In general, such~~ On an ~~increase in fair value would impact earnings and cash flows only if~~unconsolidated basis, CenterPoint Energy ~~were~~has no fixed-rate senior notes maturing in 2023; however, CERC has $57 million of fixed-rate senior notes maturing in 2023 that it expects to ~~reacquire all or a portion of these instruments in the open market prior to their maturity.~~refinance at current rates.

The ZENS obligation is bifurcated into a debt component and a derivative component. The debt component of $8$6 million as of June 30, ~~2022~~2023 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 $1 million if interest rates were to decline by 10% from levels at June 30, ~~2022.~~2023. Changes in the fair value of the derivative component, a ~~$732~~$583 million recorded liability at June 30, ~~2022,~~2023, 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

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in the underlying risk-free interest rate. If the risk-free interest rate were to increase by 10% from June 30, ~~2022~~2023 levels, the fair

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value of the derivative component liability would decrease by ~~approximately~~ $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, 0.9 million shares of Charter Common and 2.5 million shares of WBD Common, which CenterPoint Energy holds to facilitate its ability to meet its obligations under the ZENS. See Note 10 to the Interim Condensed 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, ~~2022~~2023 aggregate market value of these shares would result in a net loss of less than $1 million, which would be recorded as a loss in CenterPoint Energy’s Condensed Statements of Consolidated Income.

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

CenterPoint Energy’s and CERC’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 and CERC’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, ~~2022,~~2023, the recorded fair value of non-trading energy derivative assets was ~~$32~~$1 million and ~~$26~~$1 million, respectively, for CenterPoint Energy’s and CERC’s utility natural gas operations in Indiana.

Although CenterPoint Energy’s and CERC’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 and CERC’s Ohio natural gas service territory, allowing Ohio customers to purchase substantially all natural gas directly from retail marketers rather than from CenterPoint Energy or CERC.

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, ~~2022~~2023 to provide assurance that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and such information is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding disclosure.

There has been no change in the Registrants’ internal controls over financial reporting that occurred during the three months ended June 30, ~~2022~~2023 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, including environmental legal proceedings that involve a governmental authority as a party and that the Registrants reasonably believe would result in $1,000,000 or more of monetary sanctions, exclusive of interest and costs, under federal, state and local laws that have been enacted or adopted regulating the discharge of materials into the environment or primarily for the purpose of protecting the environment, affecting the Registrants, please read Note ~~13(d)~~13(c) 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

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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 ~~2021~~2022 Form 10-K.

Item 1A.RISK FACTORS

~~Table of Contents~~

~~Except for the updates below, there~~There have been no material changes from the risk factors disclosed in the Registrants’ combined ~~2021~~2022 Form 10-K. ~~The following risk factor should be read in conjunction with the risk factors described in the Registrants’ combined 2021 Form 10-K.~~

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

China is a major producer of solar cells and other solar products. Certain solar cells, modules, laminates and panels from China are subject to various antidumping and countervailing duty rates, depending on the exporter supplying the product, imposed by the U.S. government as a result of determinations that the U.S. was materially injured as a result of such imports being sold at less than fair value and subsidized by the Chinese government. In March 2022, the DOC announced that it would initiate an investigation into whether imports of solar cells and panels produced in Cambodia, Malaysia, Thailand and Vietnam are circumventing rules, such as anti-dumping and countervailing duties, intended to impose a tariff on imports of solar cells and panels manufactured in China. If an affirmative finding is made by the DOC, it could impose duties on imports of solar cells and panels from Cambodia, Malaysia, Thailand and Vietnam with both forward-looking and retroactive application. If enacted, these or similar duties could put upward pressure on prices of these solar energy products, which may reduce our ability to acquire these items in a timely and cost-efficient manner. If we are unable to secure such solar energy products in a timely and cost-efficient manner, we may be forced to delay, downsize and/or cancel solar projects and we may not be able to procure the resources needed to fully execute on our ten-year capital plan or achieve our net zero emissions goals. Additionally, delays or cancellations by developers of third-party solar power facilities expected to interconnect with CenterPoint Energy’s and Houston Electric’s system may have adverse impacts, such as delayed or reduced potential future revenues.We cannot predict what additional actions the U.S. government may adopt with respect to tariffs or other trade regulations in the future or what actions may be taken by other countries in retaliation for such measures. If an affirmative finding is made by the DOC or other additional measures are imposed, our business, financial condition and results of operations may be adversely affected.

Item 5.OTHER INFORMATION

~~None.~~Rule 10b5-1 Trading Arrangements

During the three months ended June 30, 2023, no director or officer of CenterPoint Energy, Houston Electric or CERC adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

IBEW 66 Negotiations

The collective bargaining agreement with IBEW 66 related to Houston Electric employees was scheduled to expire in May 2023. Houston Electric and IBEW 66 have agreed to renew the agreement on a monthly basis while active negotiations continue on a new collective bargaining agreement.

Entry into a Material Definitive Agreement

On July 26, 2023, CenterPoint Energy, JPMorgan Chase Bank, N.A., as administrative agent, and the banks party thereto entered into the First Amendment, amending the Credit Agreement. The First Amendment amends the Credit Agreement to clarify the events or conditions with respect to certain future indebtedness of CenterPoint Energy that may constitute an event of default under the Credit Agreement.

Certain banks party thereto may also participate in the revolving credit facilities of Houston Electric, CERC Corp. and SIGECO.

The First Amendment is filed as Exhibit 10.1 to this report and is incorporated by reference herein. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the First Amendment.

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 combined 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

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

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

2.1

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~~

~~2.1~~

~~Table of Contents~~

Exhibit
Number Description Report or Registration
Statement SEC File or
Registration
Number Exhibit
Reference CenterPoint Energy Houston Electric CERC
2.4*
Asset Purchase Agreement, by and between CenterPoint Energy Resources Corp. and Southern Col Midco, LLC, dated as of April 29, 2021
CenterPoint Energy’s Form 10-Q for the quarter ended March 31, 2021 1-31447 2.4 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
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
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
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
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
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
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
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
3.13
Statement of Resolution Establishing Series of Shares designated Series C Mandatory Convertible Preferred Stock of CenterPoint Energy, Inc., filed with the Secretary of State of the State of Texas and effective May 7, 2020
CenterPoint Energy’s Form 8-K dated May 6, 2020
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
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
4.3
$2,400,000,000 Amended and Restated Credit Agreement dated as of February 4, 2021 among CenterPoint Energy, as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, the financial institutions as bank parties thereto and the other parties thereto
CenterPoint Energy’s Form 8-K dated February 4, 2021 1-31447 4.1 x

~~Table of Contents~~

Exhibit
Number Description Report or Registration
Statement SEC File or
Registration
Number Exhibit
Reference CenterPoint Energy Houston Electric CERC
4.4
$300,000,000 Credit Agreement dated as of February 4, 2021 among Houston Electric, as Borrower, Mizuho Bank, Ltd., as Administrative Agent, the financial institutions as bank parties thereto and the other parties thereto
CenterPoint Energy’s Form 8-K dated February 4, 2021 1-31447 4.2 x x
4.5
$900,000,000 Credit Agreement dated as of February 4, 2021 among CERC Corp., as Borrower, Wells Fargo Bank, National Association, as Administrative Agent, the financial institutions as bank parties thereto and the other parties thereto
CenterPoint Energy’s Form 8-K dated February 4, 2021 1-31447 4.3 x x
4.6*
The Note Purchase Agreement, dated as of May 27, 2022, between CERC and the Purchasers signatory thereto, in connection with the issuance by CERC of $40,000,000 aggregate principal amount of CERC’s 4.36% Senior Notes, Series B, due December 15, 2045
CenterPoint Energy’s Form 8-K dated May 27, 2022 1-31447 4.1 x x
4.7*
The Note Purchase Agreement, dated as of May 27, 2022, between CERC and the Purchasers signatory thereto, in connection with the issuance by CERC of $57,000,000 aggregate principal amount of CERC’s 3.72% Senior Notes, due December 5, 2023
CenterPoint Energy’s Form 8-K dated May 27, 2022 1-31447 4.2 x x
4.8*
The Note Purchase Agreement, dated as of May 27, 2022, between CERC and the Purchasers signatory thereto, in connection with the issuance by CERC of $10,000,000 aggregate principal amount of CERC’s 4.25% Senior Notes, Series B, due June 5, 2043
CenterPoint Energy’s Form 8-K dated May 27, 2022 1-31447 4.3 x x
4.9*
The Note Purchase Agreement, dated as of May 27, 2022, between CERC and the Purchasers signatory thereto, in connection with the issuance by CERC of $100,000,000 aggregate principal amount of CERC’s 5.00% Senior Notes, due February 3, 2042
CenterPoint Energy’s Form 8-K dated May 27, 2022 1-31447 4.4 x x
4.10*
The Note Purchase Agreement, dated as of May 27, 2022, between CERC and the Purchasers signatory thereto, in connection with the issuance by CERC of $60,000,000 aggregate principal amount of CERC’s 5.02% Senior Notes, Series B, due November 30, 2026 and $35,000,000 aggregate principal amount of CERC’s 5.99% Senior Notes, Series C, due November 30, 2041
CenterPoint Energy’s Form 8-K dated May 27, 2022 1-31447 4.5 x x
4.11
Indenture dated as of February 1, 1998, between CenterPoint Energy Resources Corp. (formerly NorAm Energy Corp.) and The Bank of New York Mellon Trust Company, National Association (successor to JPMorgan Chase Bank, National Association (formerly Chase Bank of Texas)), as trustee
CERC’s Form 8-K dated February 5, 1998 1-13265 4.1 x
†4.12
Supplemental Indenture No. 21, dated as of June 9, 2022, to the Indenture under Exhibit 4.1 1
x
10.1
CenterPoint Energy, Inc. 2022 Long Term Incentive Plan
CenterPoint Energy’s Definitive Proxy Statement filed on March 11, 2022 1-31447 Appendix A x
10.2
Form of Performance Award Agreement for 20XX-20XX Performance Cycle for the CEO under Exhibit 10.1
CenterPoint Energy’s Form 8-K dated April 22, 2022 1-31447 10.2 x
10.3
Form of Performance Award Agreement for 20XX-20XX Performance Cycle for officers and director employees under Exhibit 10.1
CenterPoint Energy’s Form 8-K dated April 22, 2022 1-31447 10.3 x

Table of Contents

Exhibit
Number Description Report or Registration
Statement SEC File or
Registration
Number Exhibit
Reference CenterPoint Energy Houston Electric CERC
10.4
Form of Restricted Stock Unit Award Agreement under Exhibit 10.1
CenterPoint Energy’s Form 8-K dated April 22, 2022 1-31447 10.4 x
10.5
Form of Restricted Stock Unit Award Agreement for the CEO (with Performance Goals) under Exhibit 10.1
CenterPoint Energy’s Form 8-K dated April 22, 2022 1-31447 10.5 x
10.6
Form of Restricted Stock Unit Award Agreement (with Performance Goals) under Exhibit 10.1
CenterPoint Energy’s Form 8-K dated April 22, 2022 1-31447 10.6 x
10.7
Form of Restricted Stock Unit Award Agreement for Officers and Director Employees (with Performance Goals) under Exhibit 10.1
CenterPoint Energy’s Form 8-K dated April 22, 2022 1-31447 10.7 x
10.8
Form of Restricted Stock Unit Award Agreement for the CEO under Exhibit 10.1
CenterPoint Energy’s Form 8-K dated April 22, 2022 1-31447 10.8 x
10.9
Amended and Restated CenterPoint Energy 2005 Deferred Compensation Plan, effective January 1, 20 09
CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 2008 1-31447 10.1 x
10.10
First Amendment to Exhibit 10.9 effective March 1, 2022
CenterPoint Energy’s Form 8-K dated April 22, 2022 1-31447 10.10 x
10.11
Second Amendment to Exhibit 10.9 effective May 1, 2022
CenterPoint Energy’s Form 10-Q for the quarter ended March 31, 2022 1-31447 10.11 x
†31.1.1
Rule 13a-14(a)/15d-14(a) Certification of David J. Lesar
x
†31.1.2
Rule 13a-14(a)/15d-14(a) Certification of Scott E. Doyle
x
†31.1.3
Rule 13a-14(a)/15d-14(a) Certification of Scott E. Doyle
x
†31.2.1
Rule 13a-14(a)/15d-14(a) Certification of Jason P. Wells
x
†31.2.2
Rule 13a-14(a)/15d-14(a) Certification of Jason P. Wells
x
†31.2.3
Rule 13a-14(a)/15d-14(a) Certification of Jason P. Wells
x
†32.1.1
Section 1350 Certification of David J. Lesar
x
†32.1.2
Section 1350 Certification of Scott E. Doyle
x
†32.1.3
Section 1350 Certification of Scott E. Doyle
x
†32.2.1
Section 1350 Certification of Jason P. Wells
x
†32.2.2
Section 1350 Certification of Jason P. Wells
x
†32.2.3
Section 1350 Certification of Jason P. Wells
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
†101.SCH 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
†101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document x x x

Exhibit
Number

Description

Report or Registration
Statement

SEC File or
Registration
Number

Exhibit
Reference

CenterPoint Energy

Houston Electric

CERC

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

2.1

2.4*

Asset Purchase Agreement, by and between CenterPoint Energy Resources Corp. and Southern Col Midco, LLC, dated as of April 29, 2021

CenterPoint Energy’s Form 10-Q for the quarter ended March 31, 2021

1-31447

2.4

3.1

Restated Articles of Incorporation of CenterPoint Energy

CenterPoint Energy’s Form 8-K dated July 24, 2008

1-31447

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

3.3

Certificate of Incorporation of RERC Corp.

CERC Form 10-K for the year ended December 31, 1997

1-13265

3(a)(1)

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)

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)

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)

3.7

Third Amended and Restated Bylaws of CenterPoint Energy

CenterPoint Energy’s Form 8-K dated February 21, 2017

1-31447

3.1

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

3.9

Bylaws of RERC Corp.

CERC Form 10-K for the year ended December 31, 1997

1-13265

3(b)

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)

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

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

3.13

Statement of Resolution Establishing Series of Shares designated Series C Mandatory Convertible Preferred Stock of CenterPoint Energy, Inc., filed with the Secretary of State of the State of Texas and effective May 7, 2020

CenterPoint Energy’s Form 8-K dated May 6, 2020

1-31447

3.1

4.1

Form of CenterPoint Energy Stock Certificate

CenterPoint Energy’s Registration Statement on Form S-4

3-69502

4.1

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

4.3

Indenture dated as of February 1, 1998, between CERC (formerly NorAm Energy Corp.) and The Bank of New York Mellon Trust Company, National Association (successor to JPMorgan Chase Bank, National Association (formerly Chase Bank of Texas)), as trustee

CERC’s Form 8-K dated February 5, 1998

1-13265

4.1

Table of Contents

Exhibit
Number

~~Description~~

Report or Registration
Statement

SEC File or
Registration
Number

Exhibit
Reference

~~CenterPoint Energy~~

~~Houston Electric~~

~~CERC~~

~~†101.PRE~~

~~Inline XBRL Taxonomy Extension Presentation Linkbase Document~~

~~†104~~

~~Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)~~

Exhibit
Number

Description

Report or Registration
Statement

SEC File or
Registration
Number

Exhibit
Reference

CenterPoint Energy

Houston Electric

CERC

4.4

Supplemental Indenture No. 23, dated as of February 23, 2023, to Exhibit 4.3

CERC’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023

1-13265

4.6

†4.5

Supplemental Indenture No. 24, dated as of May 3, 2023, to Exhibit 4.3

†10.1

First Amendment to Second Amended and Restated Credit Agreement, dated as of July 26 , 2023

†31.1.1

Rule 13a-14(a)/15d-14(a) Certification of David J. Lesar

†31.1.2

Rule 13a-14(a)/15d-14(a) Certification of Jason P. Wells

†31.1.3

Rule 13a-14(a)/15d-14(a) Certification of Jason P. Wells

†31.2.1

Rule 13a-14(a)/15d-14(a) Certification of C hristopher A. Foster

†31.2.2

Rule 13a-14(a)/15d-14(a) Certification of Christopher A. Foster

†31.2.3

Rule 13a-14(a)/15d-14(a) Certification of Christopher A. Foster

†32.1.1

Section 1350 Certification of David J. Lesar

†32.1.2

Section 1350 Certification of Jason P. Wells

†32.1.3

Section 1350 Certification of Jason P. Wells

†32.2.1

Section 1350 Certification of C hristopher A. Foster

†32.2.2

Section 1350 Certification of Christopher A. Foster

†32.2.3

Section 1350 Certification of Christopher A. Foster

†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

†101.SCH

Inline XBRL Taxonomy Extension Schema Document

†101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

†101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

†101.LAB

Inline XBRL Taxonomy Extension Labels Linkbase Document

†101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

†104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


*			Schedules to this agreement have been omitted pursuant to Items 601(a)(5) and 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.

Table of Contents

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/ ~~Stacey L. Peterson~~Kara Gostenhofer Ryan
			~~Stacey L. Peterson~~Kara Gostenhofer Ryan
			~~Senior~~ Vice President and Chief Accounting Officer
			(Duly Authorized Officer and Principal Accounting Officer)

Date: ~~August 2, 2022~~July 27, 2023


Texas			74-0694415
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

1111 Louisiana	Houston	Texas	77002
(Address of Principal Executive Offices)			(Zip Code)


Texas			22-3865106
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

1111 Louisiana	Houston	Texas	77002
(Address of Principal Executive Offices)			(Zip Code)


Delaware			76-0511406
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

1111 Louisiana	Houston	Texas	77002
(Address of Principal Executive Offices)			(Zip Code)


Securities registered pursuant to Section 12(b) of the Act:
Registrant	Title of each class	Trading Symbol(s)	Name of each exchange on which registered
CenterPoint Energy, Inc.	Common Stock, $0.01 par value	CNP	The New York Stock Exchange
			NYSE Chicago
CenterPoint Energy Houston Electric, LLC	6.95% General Mortgage Bonds due 2033	n/a	The New York Stock Exchange
CenterPoint Energy Resources Corp.	6.625% Senior Notes due 2037	n/a	The New York Stock Exchange


CenterPoint Energy, Inc.	~~629,502,911~~631,184,089	shares of common stock outstanding, excluding 166 shares held as treasury stock
CenterPoint Energy Houston Electric, LLC	1,000	common shares outstanding, all held by Utility Holding, LLC, a wholly-owned subsidiary of CenterPoint Energy, Inc.
CenterPoint Energy Resources Corp.	1,000	shares of common stock outstanding, all held by Utility Holding, LLC, a wholly-owned subsidiary of CenterPoint Energy, Inc.


(Mark One)
☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			FOR THE TRANSITION PERIOD FROM __________________ TO __________________


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 Interim Condensed Financial Statements (unaudited)	19
	(1) Background and Basis of Presentation	19
	(2) New Accounting Pronouncements	20
	(3) Divestitures	20
	(4) Revenue Recognition and Allowance for Credit Losses	2421
	(5) Employee Benefit Plans	2725
	(6) Regulatory Matters	2926
	(7) Derivative Instruments	3029
	(8) Fair Value Measurements	3231
	(9) Goodwill and Other Intangibles	3433
	(10) Equity Securities and Indexed Debt Securities (ZENS)	3534
	(11) Short-term Borrowings and Long-term Debt	3735
	(12) Income Taxes	3938
	(13) Commitments and Contingencies	4038
	(14) Earnings Per Share	4443
	(15) Reportable Segments	4544
	(16) Supplemental Disclosure of Cash Flow Information	4846
	(17) Related Party Transactions	4846
	(18) Equity	5047
	(19) Leases	5249
	(20) Subsequent Events	5453
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5554
	Recent Events	5554
	Consolidated Results of Operations	5655
	Results of Operations by Reportable Segment	5756
	Certain Factors Affecting Future Earnings	6564
	Liquidity and Capital Resources	6564
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	7779
Item 4.	Controls and Procedures	7880

PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	7880
Item 1A.	Risk Factors	7881
Item 5.	Other Information	81
Item 6.	Exhibits	7981
	Signatures	84


GLOSSARY
ACE						Affordable Clean Energy

AFSI						Adjusted financial statement income
AFUDC						Allowance for funds used during construction

AMA						Asset Management Agreement
Arevon						Arevon Energy, Inc., which was formed through the combination of Capital Dynamics, Inc.’s U.S. Clean Energy Infrastructure business unit and Arevon Asset Management



ARO						Asset retirement obligation

ARP						Alternative revenue program
~~ARPA~~						~~American Rescue Plan Act of 2021~~
ASC						Accounting Standards Codification
Asset Purchase Agreement						Asset Purchase Agreement, dated as of April 29, 2021, by and between CERC Corp. and Southern Col Midco

AT&T						AT&T Inc.
AT&T Common						AT&T common stock

Bcf						Billion cubic feet
Board						Board of Directors of CenterPoint Energy, Inc.
Bond Companies						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 IV						CenterPoint Energy Transition Bond Company IV, LLC, a wholly-owned subsidiary of Houston Electric
BTA						Build Transfer Agreement

~~Capital Dynamics~~CAMT						~~Capital Dynamics, Inc.~~Corporate Alternative Minimum Tax

CARES Act						Coronavirus Aid, Relief, and Economic Security Act

CCR						Coal Combustion Residuals


CECA						Clean Energy Cost Adjustment
CEIP						CenterPoint 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. (now known as Symmetry Energy Solutions, LLC), previously a wholly-owned subsidiary of CERC Corp.
Charter Common						Charter Communications, Inc. common stock
CIP						Conservation Improvement Program




CODM						Chief Operating Decision Maker, who is each Registrant’s Chief Operating Executive
Common Stock						CenterPoint Energy, Inc. common stock, par value $0.01 per share
Compensation Committee						Compensation Committee of the Board
COVID-19						Novel coronavirus disease 2019, and any mutations or variants thereof, and related global outbreak that was subsequently declared a pandemic by the World Health Organization
~~COVID-19 ERP~~						~~COVID-19 Electricity Relief Program~~
CPCN						Certificate of Public Convenience and Necessity
CPP						Clean Power Plan
Credit Agreement						The Second Amended and Restated Credit Agreement dated as of December 6, 2022 among CenterPoint Energy, Inc., as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the banks party thereto
CSIA						Compliance and System Improvement Adjustment
DCRF						Distribution Cost Recovery Factor
DOC						U.S. Department of Commerce
DRR						Distribution Replacement Rider


GLOSSARY
DSMA						Demand Side Management Adjustment


ECA						Environmental Cost Adjustment
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


~~GLOSSARY~~
Indiana Utilities						The combination of Indiana Electric, Indiana North and Indiana South


Interim Condensed Financial Statements						Unaudited condensed consolidated interim financial statements and combined notes
IRA						Inflation Reduction Act of 2022

IRP						Integrated Resource Plan
IRS						Internal Revenue Service
IURC						Indiana Utility Regulatory Commission



LIBOR						London Interbank Offered Rate


GLOSSARY
LLTF						Long Lead Time Facilities, which are transmission and distribution facilities that have a lead time of at least six months and would aid in restoring power to Houston Electric’s distribution customers following a widespread power outage under Public Utility Regulatory Act Section 39.918

LPSC						Louisiana Public Service Commission
LTIP						Long-term Incentive Plan

M&DOT						Mortgage and Deed of Trust, dated November 1, 1944, between Houston Lighting and Power Company and Chase Bank of Texas, National Association (formerly, South Texas Commercial National Bank of Houston), as Trustee, as amended and supplemented
MDL						Multi-district litigation
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 Sub						Pacer Merger Sub, Inc., an Indiana corporation and wholly-owned subsidiary of CenterPoint Energy
~~MES~~						~~CenterPoint Energy Mobile Energy Solutions, Inc. (now known as Mobile Energy Solutions, Inc.), previously a wholly-owned subsidiary of CERC Corp.~~
MGP						Manufactured gas plant
MISO						Midcontinent Independent System Operator
~~MLP~~						~~Master Limited Partnership~~

Moody’s						Moody’s Investors Service, Inc.
~~MPSC~~						~~Mississippi Public Service Commission~~
MPUC						Minnesota Public Utilities Commission

MW						Megawatt
NERC						North American Electric Reliability Corporation


~~NOLs~~						~~Net operating losses~~

NRG						NRG Energy, Inc.
Oriden						Oriden LLC
Origis						Origis Energy USA Inc.





OUCC						Indiana Office of Utility Consumer Counselor
PFD						Proposal for decision
Posey Solar						Posey Solar, LLC, a special purpose entity
~~PowerTeam Services~~						~~PowerTeam Services, LLC, a Delaware limited liability company, now known as Artera Services, LLC~~


PPA						Power Purchase Agreement
PRPs						Potentially responsible parties
PTCs						Production Tax Credits
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

REP						Retail electric provider
Restoration Bond Company						CenterPoint Energy Restoration Bond Company, LLC, a wholly-owned subsidiary of Houston Electric
Restructuring						CERC Corp.’s common control acquisition of Indiana Gas and VEDO from VUH on June 30, 2022

ROE						Return on equity
ROU						Right of use
RRA						Rate Regulation Adjustment
RSP						Rate Stabilization Plan
S&P						S&P Global Ratings


~~GLOSSARY~~
Scope 1 emissions						Direct source of emissions from a company’s operations
Scope 2 emissions						Indirect source of emissions from a company’s energy usage


GLOSSARY
Scope 3 emissions						Indirect source of emissions from a company’s end-users
SEC						Securities and Exchange Commission
~~Securities Purchase Agreement~~						Securities Purchase Agreement, dated as of February 3, 2020, by and among Vectren Utility Services, Inc., PowerTeam Services and, solely for purposes of Section 10.17 of the Securities Purchase Agreement, Vectren
Securitization Bonds						Transition and system restoration bonds issued by the Bond Companies and SIGECO Securitization Bonds issued by the Securitization Subsidiary
Securitization Subsidiary						SIGECO Securitization I, LLC, a direct, wholly-owned subsidiary of SIGECO
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~~

~~Series C Preferred Stock~~						~~CenterPoint 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
SIGECO Securitization Bonds						Securitization Subsidiary’s Series 2023-A Senior Secured Securitization Bonds
SOFR						Secured Overnight Financing Rate
Southern Col Midco						Southern Col Midco, LLC, a Delaware limited liability company and an affiliate of Summit Utilities, Inc.
SRC						Sales Reconciliation Component

~~Symmetry Energy Solutions Acquisition~~						~~Symmetry Energy Solutions Acquisition, LLC, a Delaware limited liability company (f/k/a Athena Energy Services Buyer, LLC) and subsidiary of Energy Capital Partners, LLC~~
TBD						To be determined

TCJA						Tax reform legislation informally called the Tax Cuts and Jobs Act of 2017
TCOS						Transmission Cost of Service
TCRF						Transmission Cost Recovery Factor
TDSIC						Transmission, Distribution and Storage System Improvement Charge
TDU						Transmission and distribution utility
TEEEF						~~Temporary Emergency Electric Energy Facilities~~Assets leased or costs incurred as “temporary emergency electric energy facilities” under the Public Utility Regulatory Act Section 39.918, also referred to as mobile generation


~~Tenaska~~						~~Tenaska Wind Holdings, LLC~~
~~Texas RE~~						~~Texas Reliability Entity~~



Transition Services Agreement						Transition Services Agreement by and between CenterPoint Energy Service Company, LLC and Southern Col Midco
Vectren						Vectren, LLC, which converted its corporate structure from Vectren Corporation to a limited liability company on June 30, 2022, a wholly-owned subsidiary of CenterPoint Energy as of February 1, 2019
Vectren Energy Services						Vectren Energy Services Corporation, an Indiana corporation and a wholly-owned subsidiary of CenterPoint Energy
VEDO						Vectren Energy Delivery of Ohio, LLC, which converted its corporate structure from Vectren Energy Delivery of Ohio, Inc. to a limited liability company on June 13, 2022, formerly a wholly-owned subsidiary of Vectren, acquired by CERC on June 30, 2022
VIE						Variable interest entity

Vistra Energy Corp.						Texas-based energy company focused on the competitive energy and power generation markets, whose major subsidiaries include Luminant and TXU Energy
VRP						Voluntary Remediation Program
VUH						Vectren Utility Holdings, LLC, which converted its corporate structure from Vectren Utility Holdings, Inc. to a limited liability company on June 30, 2022, a wholly-owned subsidiary of Vectren
~~VUH PPNs~~						~~VUH’s private senior guaranteed notes~~
WBD Common						Warner Bros. Discovery, Inc. Series A common stock


		Three Months Ended				Six Months Ended					Three Months Ended				Six Months Ended
		June 30,				June 30,					June 30,				June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
		(in millions, except per share amounts)									(in millions, except per share amounts)
Revenues:	Revenues:									Revenues:
Utility revenues	Utility revenues	$	1,862	$	1,652	$	4,571	$	4,136	Utility revenues	$	1,789	$	1,862	$	4,506	$	4,571
Non-utility revenues	Non-utility revenues	82		90		136		153		Non-utility revenues	86		82		148		136
Total	Total	1,944		1,742		4,707		4,289		Total	1,875		1,944		4,654		4,707
Expenses:	Expenses:									Expenses:
Utility natural gas, fuel and purchased power	Utility natural gas, fuel and purchased power	413		258		1,511		1,193		Utility natural gas, fuel and purchased power	280		413		1,358		1,511
Non-utility cost of revenues, including natural gas	Non-utility cost of revenues, including natural gas	56		58		91		98		Non-utility cost of revenues, including natural gas	57		56		97		91
Operation and maintenance	Operation and maintenance	662		677		1,350		1,346		Operation and maintenance	679		662		1,342		1,350
Depreciation and amortization	Depreciation and amortization	327		327		645		634		Depreciation and amortization	349		327		668		645
Taxes other than income taxes	Taxes other than income taxes	135		126		282		269		Taxes other than income taxes	130		135		268		282

Total	Total	1,593		1,446		3,879		3,540		Total	1,495		1,593		3,733		3,879
Operating Income	Operating Income	351		296		828		749		Operating Income	380		351		921		828
Other Income (Expense):	Other Income (Expense):									Other Income (Expense):
Gain (loss) on equity securities	Gain (loss) on equity securities	(61)		75		(78)		52		Gain (loss) on equity securities	(31)		(61)		7		(78)
Gain (loss) on indexed debt securities	Gain (loss) on indexed debt securities	65		(77)		171		(51)		Gain (loss) on indexed debt securities	34		65		(5)		171
Gain on sale		—		—		303		—
Gain (loss) on sale										Gain (loss) on sale	(12)		—		(12)		303
Interest expense and other finance charges	Interest expense and other finance charges	(106)		(126)		(259)		(266)		Interest expense and other finance charges	(165)		(106)		(313)		(259)
Interest expense on Securitization Bonds	Interest expense on Securitization Bonds	(4)		(5)		(8)		(11)		Interest expense on Securitization Bonds	(2)		(4)		(4)		(8)

Other income (expense), net	Other income (expense), net	(1)		18		17		37		Other income (expense), net	13		(1)		26		17
Total	Total	(107)		(115)		146		(239)		Total	(163)		(107)		(301)		146
Income from Continuing Operations Before Income Taxes		244		181		974		510
Income tax expense (benefit)		54		(19)		253		30
Income from Continuing Operations		190		200		721		480
Income from Discontinued Operations (net of tax expense of $-0-, $16, $-0- and $41, respectively)		—		51		—		134
Income Before Income Taxes										Income Before Income Taxes	217		244		620		974
Income tax expense										Income tax expense	99		54		177		253

Net Income	Net Income	190		251		721		614		Net Income	118		190		443		721
Income allocated to preferred shareholders	Income allocated to preferred shareholders	11		30		24		59		Income allocated to preferred shareholders	12		11		24		24
Income Available to Common Shareholders	Income Available to Common Shareholders	$	179	$	221	$	697	$	555	Income Available to Common Shareholders	$	106	$	179	$	419	$	697

Basic earnings per common share - continuing operations		$	0.28	$	0.29	$	1.11	$	0.74
Basic earnings per common share - discontinued operations		—		0.09		—		0.24

Basic Earnings Per Common Share	Basic Earnings Per Common Share	0.28		0.38		1.11		0.98		Basic Earnings Per Common Share	0.17		0.28		0.66		1.11
Diluted earnings per common share - continuing operations		$	0.28	$	0.29	$	1.10	$	0.71
Diluted earnings per common share - discontinued operations		—		0.08		—		0.22

Diluted Earnings Per Common Share	Diluted Earnings Per Common Share	$	0.28	$	0.37	$	1.10	$	0.93	Diluted Earnings Per Common Share	$	0.17	$	0.28	$	0.66	$	1.10

Weighted Average Common Shares Outstanding, Basic	Weighted Average Common Shares Outstanding, Basic	629		586		629		569		Weighted Average Common Shares Outstanding, Basic	631		629		631		629
Weighted Average Common Shares Outstanding, Diluted	Weighted Average Common Shares Outstanding, Diluted	632		596		631		596		Weighted Average Common Shares Outstanding, Diluted	633		632		633		631


		June 30, 2022		December 31, 2021			June 30, 2023		December 31, 2022
		(in millions)					(in millions)
ASSETS	ASSETS					ASSETS
Current Assets:	Current Assets:					Current Assets:
Cash and cash equivalents ($78 and $92 related to VIEs, respectively)		$	555	$	230
Cash and cash equivalents ($63 and $75 related to VIEs, respectively)						Cash and cash equivalents ($63 and $75 related to VIEs, respectively)	$	214	$	74
Investment in equity securities	Investment in equity securities	658		1,439		Investment in equity securities	517		510

Accounts receivable ($37 and $29 related to VIEs, respectively), less allowance for credit losses of $41 and $44, respectively		783		690
Accrued unbilled revenues, less allowance for credit losses of $2 and $6, respectively		316		513
Accounts receivable ($25 and $22 related to VIEs, respectively), less allowance for credit losses of $41 and $38, respectively						Accounts receivable ($25 and $22 related to VIEs, respectively), less allowance for credit losses of $41 and $38, respectively	638		889
Accrued unbilled revenues, less allowance for credit losses of $1 and $4, respectively						Accrued unbilled revenues, less allowance for credit losses of $1 and $4, respectively	289		764

Natural gas and coal inventory	Natural gas and coal inventory	152		186		Natural gas and coal inventory	79		241
Materials and supplies	Materials and supplies	484		422		Materials and supplies	650		635
Non-trading derivative assets	Non-trading derivative assets	26		9		Non-trading derivative assets	1		10
Taxes receivable	Taxes receivable	3		1		Taxes receivable	18		20
Current assets held for sale		—		2,338

Regulatory assets	Regulatory assets	1,350		1,395		Regulatory assets	241		1,385
Prepaid expenses and other current assets ($18 and $19 related to VIEs, respectively)		116		132
Prepaid expenses and other current assets ($14 and $13 related to VIEs, respectively)						Prepaid expenses and other current assets ($14 and $13 related to VIEs, respectively)	155		171
Total current assets	Total current assets	4,443		7,355		Total current assets	2,802		4,699
Property, Plant and Equipment:	Property, Plant and Equipment:					Property, Plant and Equipment:
Property, plant and equipment	Property, plant and equipment	35,436		33,673		Property, plant and equipment	38,774		37,728
Less: accumulated depreciation and amortization	Less: accumulated depreciation and amortization	10,421		10,189		Less: accumulated depreciation and amortization	10,320		10,585
Property, plant and equipment, net	Property, plant and equipment, net	25,015		23,484		Property, plant and equipment, net	28,454		27,143
Other Assets:	Other Assets:					Other Assets:
Goodwill	Goodwill	4,294		4,294		Goodwill	4,160		4,294
Regulatory assets ($318 and $420 related to VIEs, respectively)		2,229		2,321
Regulatory assets ($497 and $229 related to VIEs, respectively)						Regulatory assets ($497 and $229 related to VIEs, respectively)	2,495		2,193

Non-trading derivative assets	Non-trading derivative assets	6		5		Non-trading derivative assets	—		2

Other non-current assets	Other non-current assets	229		220		Other non-current assets	186		215
Total other assets	Total other assets	6,758		6,840		Total other assets	6,841		6,704
Total Assets	Total Assets	$	36,216	$	37,679	Total Assets	$	38,097	$	38,546


		Six Months Ended June 30,					Six Months Ended June 30,
		2022		2021			2023		2022
		(in millions)					(in millions)
Cash Flows from Operating Activities:	Cash Flows from Operating Activities:					Cash Flows from Operating Activities:
Net income	Net income	$	721	$	614	Net income	$	443	$	721

Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	645		634		Depreciation and amortization	668		645

Deferred income taxes	Deferred income taxes	23		51		Deferred income taxes	22		23

Gain on divestitures		(303)		—
Loss (gain) on divestitures						Loss (gain) on divestitures	12		(303)
Loss (gain) on equity securities	Loss (gain) on equity securities	78		(52)		Loss (gain) on equity securities	(7)		78
Loss (gain) on indexed debt securities	Loss (gain) on indexed debt securities	(171)		51		Loss (gain) on indexed debt securities	5		(171)

Equity in earnings of unconsolidated affiliates		—		(175)
Distributions from unconsolidated affiliates		—		77

Pension contributions	Pension contributions	(4)		(8)		Pension contributions	(4)		(4)
Changes in other assets and liabilities:	Changes in other assets and liabilities:					Changes in other assets and liabilities:
Accounts receivable and unbilled revenues, net	Accounts receivable and unbilled revenues, net	64		220		Accounts receivable and unbilled revenues, net	647		64

Inventory	Inventory	15		53		Inventory	142		15
Taxes receivable	Taxes receivable	(2)		4		Taxes receivable	2		(2)
Accounts payable	Accounts payable	(132)		(120)		Accounts payable	(403)		(132)

Net regulatory assets and liabilities	Net regulatory assets and liabilities	113		(2,329)		Net regulatory assets and liabilities	1,022		113

Other current assets and liabilities	Other current assets and liabilities	(164)		(100)		Other current assets and liabilities	(120)		(164)
Other non-current assets and liabilities	Other non-current assets and liabilities	30		(16)		Other non-current assets and liabilities	48		30
Other operating activities, net	Other operating activities, net	65		20		Other operating activities, net	5		65

Net cash provided by (used in) operating activities		978		(1,076)
Net cash provided by operating activities						Net cash provided by operating activities	2,482		978
Cash Flows from Investing Activities:	Cash Flows from Investing Activities:					Cash Flows from Investing Activities:
Capital expenditures	Capital expenditures	(1,880)		(1,383)		Capital expenditures	(2,259)		(1,880)

Proceeds from sale of marketable securities	Proceeds from sale of marketable securities	702		—		Proceeds from sale of marketable securities	—		702
Proceeds from divestitures		2,075		—
Proceeds from divestitures, net of cash divested						Proceeds from divestitures, net of cash divested	145		2,075

Other investing activities, net	Other investing activities, net	45		7		Other investing activities, net	(40)		45

Net cash provided by (used in) investing activities	Net cash provided by (used in) investing activities	942		(1,376)		Net cash provided by (used in) investing activities	(2,154)		942
Cash Flows from Financing Activities:	Cash Flows from Financing Activities:					Cash Flows from Financing Activities:
Decrease in short-term borrowings, net	Decrease in short-term borrowings, net	(43)		(27)		Decrease in short-term borrowings, net	(14)		(43)
Payment of obligation for finance lease	Payment of obligation for finance lease	(171)		—		Payment of obligation for finance lease	—		(171)
Proceeds from (payments of) commercial paper, net		(1,226)		225
Proceeds from long-term debt		1,292		4,493
Payments of long-term debt, including make-whole premiums		(1,187)		(1,960)
Payments of commercial paper, net						Payments of commercial paper, net	(920)		(1,226)
Proceeds from long-term debt and term loans						Proceeds from long-term debt and term loans	3,675		1,292
Payments of long-term debt and term loans, including make-whole premiums						Payments of long-term debt and term loans, including make-whole premiums	(2,613)		(1,187)

Payment of debt issuance costs	Payment of debt issuance costs	(17)		(37)		Payment of debt issuance costs	(28)		(17)

Payment of dividends on Common Stock	Payment of dividends on Common Stock	(214)		(183)		Payment of dividends on Common Stock	(240)		(214)
Payment of dividends on Preferred Stock	Payment of dividends on Preferred Stock	(24)		(65)		Payment of dividends on Preferred Stock	(24)		(24)

Other financing activities, net	Other financing activities, net	(7)		(4)		Other financing activities, net	(23)		(7)

Net cash provided by (used in) financing activities		(1,597)		2,442
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash		323		(10)
Net cash used in financing activities						Net cash used in financing activities	(187)		(1,597)
Net Increase in Cash, Cash Equivalents and Restricted Cash						Net Increase in Cash, Cash Equivalents and Restricted Cash	141		323
Cash, Cash Equivalents and Restricted Cash at Beginning of Period	Cash, Cash Equivalents and Restricted Cash at Beginning of Period	254		167		Cash, Cash Equivalents and Restricted Cash at Beginning of Period	91		254
Cash, Cash Equivalents and Restricted Cash at End of Period	Cash, Cash Equivalents and Restricted Cash at End of Period	$	577	$	157	Cash, Cash Equivalents and Restricted Cash at End of Period	$	232	$	577


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended June 30,						Six Months Ended June 30,
		2022			2021			2022			2021				2023			2022			2023			2022
		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount			Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
		(in millions of dollars and shares, except authorized shares and par value amounts)													(in millions of dollars and shares, except authorized shares and par value amounts)
Cumulative Preferred Stock, $0.01 par value; authorized 20,000,000 shares	Cumulative Preferred Stock, $0.01 par value; authorized 20,000,000 shares													Cumulative Preferred Stock, $0.01 par value; authorized 20,000,000 shares
Balance, beginning of period	Balance, beginning of period	1	$	790	3	$	2,363	1	$	790	3	$	2,363	Balance, beginning of period	1	$	790	1	$	790	1	$	790	1	$	790

Conversion of Series B Preferred Stock and Series C Preferred Stock		—	—		—	(624)		—	—		—	(624)

Balance, end of period	Balance, end of period	1	790		3	1,739		1	790		3	1,739		Balance, end of period	1	790		1	790		1	790		1	790
Common Stock, $0.01 par value; authorized 1,000,000,000 shares	Common Stock, $0.01 par value; authorized 1,000,000,000 shares													Common Stock, $0.01 par value; authorized 1,000,000,000 shares
Balance, beginning of period	Balance, beginning of period	629	6		552	6		629	6		551	6		Balance, beginning of period	631	6		629	6		630	6		629	6
Issuances of Common Stock		—	—		41	—		—	—		41	—

Issuances related to benefit and investment plans	Issuances related to benefit and investment plans	—	—		—	—		—	—		1	—		Issuances related to benefit and investment plans	—	—		—	—		1	—		—	—
Balance, end of period	Balance, end of period	629	6		593	6		629	6		593	6		Balance, end of period	631	6		629	6		631	6		629	6
Additional Paid-in-Capital	Additional Paid-in-Capital													Additional Paid-in-Capital
Balance, beginning of period	Balance, beginning of period		8,532			6,916			8,529			6,914		Balance, beginning of period		8,558			8,532			8,568			8,529
Issuances of Common Stock, net of issuance costs			—			624			—			624

Issuances related to benefit and investment plans	Issuances related to benefit and investment plans		12			13			15			15		Issuances related to benefit and investment plans		12			12			2			15

Balance, end of period	Balance, end of period		8,544			7,553			8,544			7,553		Balance, end of period		8,570			8,544			8,570			8,544
Retained Earnings (Accumulated Deficit)
Retained Earnings														Retained Earnings
Balance, beginning of period	Balance, beginning of period		685			(482)			154			(845)		Balance, beginning of period		1,034			685			709			154
Net income	Net income		190			251			721			614		Net income		118			190			443			721
Common Stock dividends declared (see Note 18)	Common Stock dividends declared (see Note 18)		(107)			(95)			(107)			(95)		Common Stock dividends declared (see Note 18)		(120)			(107)			(120)			(107)
Preferred Stock dividends declared (see Note 18)			—			(17)			—			(17)

Balance, end of period	Balance, end of period		768			(343)			768			(343)		Balance, end of period		1,032			768			1,032			768
Accumulated Other Comprehensive Loss	Accumulated Other Comprehensive Loss													Accumulated Other Comprehensive Loss
Balance, beginning of period	Balance, beginning of period		(62)			(87)			(64)			(90)		Balance, beginning of period		(32)			(62)			(31)			(64)
Other comprehensive income (loss)			(23)			2			(21)			5
Other comprehensive loss														Other comprehensive loss		—			(23)			(1)			(21)
Balance, end of period	Balance, end of period		(85)			(85)			(85)			(85)		Balance, end of period		(32)			(85)			(32)			(85)
Total Shareholders’ Equity	Total Shareholders’ Equity		$	10,023		$	8,870		$	10,023		$	8,870	Total Shareholders’ Equity		$	10,366		$	10,023		$	10,366		$	10,023


	December 31, 2021
	CenterPoint Energy		CERC
	(in millions)
Receivables, net	$	46	$	46
Accrued unbilled revenues	48		48
Natural gas inventory	46		46
Materials and supplies	9		9
Property, plant and equipment, net	1,314		1,314
Goodwill (1)	398		144
Regulatory assets	471		471
Other	6		6
Total current assets held for sale	$	2,338	$	2,084

Short term borrowings (2)	$	36	$	36
Accounts payable	40		40
Taxes accrued	7		7

Customer deposits	12		12
Regulatory liabilities	365		365
Other	102		102
Total current liabilities held for sale	$	562	$	562


	Three Months Ended June 30,				Six Months Ended June 30,
	2022 (1)		2021		2022 (1)		2021
	(in millions)
Income from Continuing Operations Before Income Taxes	$	—	$	10	$	9	$	62


	Three Months Ended June 30, 2022		Six Months Ended June 30, 2022 (1)
	(in millions)
Income from Continuing Operations Before Income Taxes	$	—	$	9


	Three Months Ended June 30, 2021		Six Months Ended June 30, 2021
	Equity Method Investment in Enable
	(in millions)
Equity in earnings of unconsolidated affiliate, net	$	67	$	175
Income from discontinued operations before income taxes	67		175
Income tax expense	16		41
Net income from discontinued operations	$	51	$	134


	~~Six Months Ended June 30, 2021~~
	~~Equity Method Investment in Enable~~
	~~(in millions)~~
~~Equity in earnings of unconsolidated affiliate - operating~~	$	~~(175)~~
~~Distributions from unconsolidated affiliate - operating~~	77


	~~December 2,~~
	~~2021~~
	~~(in millions)~~
~~Current assets~~	$	~~594~~
~~Non-current assets~~	~~11,227~~
~~Current liabilities~~	~~1,254~~
~~Non-current liabilities~~	~~3,281~~
~~Non-controlling interest~~	26
~~Preferred equity~~	~~362~~
~~Accumulated other comprehensive loss~~	~~(1)~~
~~Enable partners’ equity~~	~~6,899~~

~~Reconciliation of Investment in Enable:~~
~~CenterPoint Energy’s ownership interest in Enable partners’ equity~~	$	~~3,701~~
~~CenterPoint Energy’s basis difference~~	~~(2,732)~~

~~CenterPoint Energy’s equity method investment in Enable~~	$	~~969~~


		Three Months Ended June 30, 2022									Three Months Ended June 30, 2023
		Electric		Natural Gas		Corporate and Other		Total			Electric		Natural Gas		Corporate and Other		Total
		(in millions)									(in millions)
Revenue from contracts	Revenue from contracts	$	1,060	$	827	$	72	$	1,959	Revenue from contracts	$	1,040	$	759	$	73	$	1,872

Other (1)	Other (1)	(7)		(9)		1		(15)		Other (1)	(3)		5		1		3

Total revenues	Total revenues	$	1,053	$	818	$	73	$	1,944	Total revenues	$	1,037	$	764	$	74	$	1,875

		Six Months Ended June 30, 2022									Six Months Ended June 30, 2023
		Electric		Natural Gas		Corporate and Other		Total			Electric		Natural Gas		Corporate and Other		Total
		(in millions)									(in millions)
Revenue from contracts	Revenue from contracts	$	1,958	$	2,672	$	117	$	4,747	Revenue from contracts	$	1,998	$	2,511	$	124	$	4,633
Other (1)	Other (1)	(12)		(30)		2		(40)		Other (1)	(9)		28		2		21

Total revenues	Total revenues	$	1,946	$	2,642	$	119	$	4,707	Total revenues	$	1,989	$	2,539	$	126	$	4,654


	Accounts Receivable		Other Accrued Unbilled Revenues		Contract Assets		Contract Liabilities
	(in millions)
Opening balance as of December 31, 2021	$	627	$	513	$	15	$	16
Closing balance as of June 30, 2022	740		316		16		39
Increase (decrease)	$	113	$	(197)	$	1	$	23


	Rolling 12 Months		Thereafter		Total
	(in millions)
Revenue expected to be recognized on contracts in place as of June 30, 2022:

Corporate and Other	$	285	$	576	$	861
	$	285	$	576	$	861


	June 30, 2022						December 31, 2021
	CenterPoint Energy (1)		Houston Electric (2)		CERC (3)		CenterPoint Energy (1)		Houston Electric (2)		CERC (3)
	(in millions)
Allowed equity return not recognized	$	190	$	89	$	51	$	199	$	100	$	51


	June 30, 2023						December 31, 2022
	CenterPoint Energy (1)		Houston Electric (2)		CERC (3)		CenterPoint Energy (1)		Houston Electric (2)		CERC (3)
	(in millions)
Allowed equity return not recognized	$	210	$	91	$	63	$	188	$	82	$	54


	June 30, 2022		December 31, 2021
Hedging Classification	Notional Principal

	(in millions)
Economic hedge (1)	$	84	$	84


		June 30, 2022				December 31, 2021
	Balance Sheet Location	Derivative Assets Fair Value		Derivative Liabilities Fair Value		Derivative Assets Fair Value		Derivative Liabilities Fair Value




Derivatives not designated as hedging instruments:		(in millions)
Natural gas derivatives (1)	Current Assets: Non-trading derivative assets	$	26	$	—	$	9	$	—
Natural gas derivatives (1)	Other Assets: Non-trading derivative assets	6		—		5		—

Interest rate derivatives	Current Liabilities: Non-trading derivative liabilities	—		—		—		2

Interest rate derivatives	Other Liabilities: Non-trading derivative liabilities	—		—		—		12
Indexed debt securities derivative (2)	Current Liabilities	—		732		—		903

Total		$	32	$	732	$	14	$	917


			Three Months Ended June 30,				Six Months Ended June 30,						Three Months Ended June 30,				Six Months Ended June 30,
		Income Statement Location	2022		2021		2022		2021			Income Statement Location	2023		2022		2023		2022
Derivatives not designated as hedging instruments:	Derivatives not designated as hedging instruments:		(in millions)								Derivatives not designated as hedging instruments:		(in millions)
Indexed debt securities derivative (1)	Indexed debt securities derivative (1)	Gain (loss) on indexed debt securities	$	65	$	(77)	$	171	$	(51)	Indexed debt securities derivative (1)	Gain (loss) on indexed debt securities	$	34	$	65	$	(5)	$	171


	~~June 30,~~ ~~2022~~ ~~(1)~~		~~December 31, 2021~~
	~~(in millions)~~
~~Aggregate fair value of derivatives with credit risk-related contingent features in a liability position~~	$	—	$	14
~~Fair value of collateral already posted~~	—		7
~~Additional collateral required to be posted if credit risk contingent features triggered~~ ~~(2)~~	—		7


	December 31, 2022		Disposals			June 30, 2023
	(in millions)
Electric (1)	$	936	$	—		$	936
Natural Gas	2,920		—			2,920
Corporate and Other	438		134		(2)	304

Total	$	4,294	$	134		$	4,160


	Amortization Expense

	(in millions)
Remaining six months of 2022	$	3
2023	6
2024	5
2025	5
2026	5
2027	4