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Cover and table of contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 10-K

(Mark One)
☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2019
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
Registrant, State or Other Jurisdiction of Incorporation or Organization
Commission file numberAddress of Principal Executive Offices, Zip Code and Telephone NumberI.R.S. Employer Identification No.
1-31447CenterPoint Energy, Inc.74-0694415
(a Texas corporation)
1111 Louisiana
Houston,Texas77002
(713)207-1111
1-3187CenterPoint Energy Houston Electric, LLC22-3865106
(a Texas limited liability company)
1111 Louisiana
Houston,Texas77002
(713)207-1111
1-13265CenterPoint Energy Resources Corp.76-0511406
(a Delaware corporation)
1111 Louisiana
Houston,Texas77002
(713)207-1111
Securities registered pursuant to Section 12(b) of the Act:
RegistrantTitle of each classTrading symbol(s)Name of each exchange on which registered
CenterPoint Energy, Inc.Common Stock, $0.01 par valueCNPNew York Stock Exchange
Chicago Stock Exchange
CenterPoint Energy, Inc.Depositary shares, each representing a 1/20th interest in a share of 7.00% Series B Mandatory Convertible Preferred Stock, $0.01 par valueCNP/PBNew York Stock Exchange
CenterPoint Energy Houston Electric, LLC9.15% First Mortgage Bonds due 2021n/aNew York Stock Exchange
CenterPoint Energy Houston Electric, LLC6.95% General Mortgage Bonds due 2033n/aNew York Stock Exchange
CenterPoint Energy Resources Corp.6.625% Senior Notes due 2037n/aNew York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

CenterPoint Energy, Inc.YesþNo o
CenterPoint Energy Houston Electric, LLCYesþNo o
CenterPoint Energy Resources Corp.YesþNo o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

CenterPoint Energy, Inc.Yes oNoþ
CenterPoint Energy Houston Electric, LLCYes oNoþ
CenterPoint Energy Resources Corp.Yes oNoþ

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

CenterPoint Energy, Inc.YesþNo o
CenterPoint Energy Houston Electric, LLCYesþNo o
CenterPoint Energy Resources Corp.YesþNo o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

CenterPoint Energy, Inc.YesþNo o
CenterPoint Energy Houston Electric, LLCYesþNo o
CenterPoint Energy Resources Corp.YesþNo o

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

Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth company
CenterPoint Energy, Inc.þoo☐☐
CenterPoint Energy Houston Electric, LLCooþ☐☐
CenterPoint Energy Resources Corp.ooþ☐☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

CenterPoint Energy, Inc.Yes☐No þ
CenterPoint Energy Houston Electric, LLCYes☐No þ
CenterPoint Energy Resources Corp.Yes☐No þ

The aggregate market values of the voting stock held by non-affiliates of the Registrants as of June 28, 2019 are as follows:

CenterPoint Energy, Inc. (using the definition of beneficial ownership contained in Rule 13d-3 promulgated pursuant to Securities Exchange Act of 1934 and excluding shares held by directors and executive officers)$14,295,717,409
CenterPoint Energy Houston Electric, LLCNone
CenterPoint Energy Resources Corp.None

Indicate the number of shares outstanding of each of the issuers’ classes of common stock as of February 19, 2020:

CenterPoint Energy, Inc.502,243,185shares of common stock outstanding, excluding 166 shares held as treasury stock
CenterPoint Energy Houston Electric, LLC1,000common shares outstanding, all held by Utility Holding, LLC, a wholly-owned subsidiary of CenterPoint Energy, Inc.
CenterPoint Energy Resources Corp.1,000shares of common stock outstanding, all held by Utility Holding, LLC, a wholly-owned subsidiary of CenterPoint Energy, Inc.

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

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive proxy statement relating to the 2020 Annual Meeting of Shareholders of CenterPoint Energy, which will be filed with the Securities and Exchange Commission within 120 days of December 31, 2019, are incorporated by reference in Item 10, Item 11, Item 12, Item 13 and Item 14 of Part III of this Form 10-K.

TABLE OF CONTENTS

PART I
Page
Item 1.Business1
Item 1A.Risk Factors23
Item 1B.Unresolved Staff Comments51
Item 2.Properties51
Item 3.Legal Proceedings52
Item 4.Mine Safety Disclosures52
PART II
Item 5.Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities52
Item 6.Selected Financial Data52
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations53
Item 7A.Quantitative and Qualitative Disclosures About Market Risk99
Item 8.Financial Statements and Supplementary Data102
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure204
Item 9A.Controls and Procedures204
Item 9B.Other Information207
PART III
Item 10.Directors, Executive Officers and Corporate Governance207
Item 11.Executive Compensation208
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters208
Item 13.Certain Relationships and Related Transactions, and Director Independence208
Item 14.Principal Accounting Fees and Services208
PART IV
Item 15.Exhibits and Financial Statement Schedules209
Item 16.Form 10-K Summary210

i

GLOSSARY
ACEAffordable Clean Energy
ADFITAccumulated deferred federal income taxes
ADMSAdvanced Distribution Management System
AEMAtmos Energy Marketing, LLC, previously a wholly-owned subsidiary of Atmos Energy Holdings, Inc., a wholly-owned subsidiary of Atmos Energy Corporation
AFUDCAllowance for funds used during construction
AGCAlcoa Generating Corporation, a subsidiary of Alcoa, Inc.
Athena Energy ServicesAthena Energy Services Buyer, LLC, a Delaware limited liability company and subsidiary of Energy Capital Partners, LLC
AMAsAsset Management Agreements
AMSAdvanced Metering System
APSCArkansas Public Service Commission
ARAMAverage rate assumption method
AROAsset retirement obligation
ARPAlternative revenue program
ASCAccounting Standards Codification
ASUAccounting Standards Update
AT&TAT&T Inc.
AT&T CommonAT&T common stock
Bailey to Jones Creek ProjectA transmission project in the greater Freeport, Texas area, which includes enhancements to two existing substations and the construction of a new 345 kV double-circuit line to be located in the counties of Brazoria, Matagorda and Wharton
BcfBillion cubic feet
Bond CompaniesBankruptcy remote entities wholly-owned by Houston Electric and formed solely for the purpose of purchasing and owning transition or system restoration property through the issuance of Securitization Bonds, consisting of Bond Company II, Bond Company III, Bond Company IV and Restoration Bond Company
Bond Company IICenterPoint Energy Transition Bond Company II, LLC, a wholly-owned subsidiary of Houston Electric
Bond Company IIICenterPoint Energy Transition Bond Company III, LLC, a wholly-owned subsidiary of Houston Electric
Bond Company IVCenterPoint Energy Transition Bond Company IV, LLC, a wholly-owned subsidiary of Houston Electric
Brazos Valley ConnectionA portion of the Houston region transmission project between Houston Electric’s Zenith substation and the Gibbons Creek substation owned by the Texas Municipal Power Agency
Bridge FacilityA $5 billion 364-day senior unsecured bridge term loan facility
BTABest technology available
CCRCoal Combustion Residuals
CEACommodities Exchange Act of 1936
CECAClean Energy Cost Adjustment
CECLCurrent expected credit losses
CEIPCenterPoint Energy Intrastate Pipelines, LLC
CenterPoint EnergyCenterPoint Energy, Inc., and its subsidiaries
CERC Corp.CenterPoint Energy Resources Corp.
CERCCERC Corp., together with its subsidiaries
CERCLAComprehensive Environmental Response, Compensation and Liability Act of 1980, as amended
CESCenterPoint Energy Services, Inc., a wholly-owned subsidiary of CERC Corp.
CFTCCommodity Futures Trading Commission
Charter CommonCharter Communications, Inc. common stock
CIPConservation Improvement Program
CMEChicago Mercantile Exchange
CNGCompressed natural gas

ii

GLOSSARY
CNP MidstreamCenterPoint Energy Midstream, Inc., a wholly-owned subsidiary of CenterPoint Energy
CodeThe Internal Revenue Code of 1986, as amended
Common StockCenterPoint Energy, Inc. common stock, par value $0.01 per share
ContinuumThe retail energy services business of Continuum Retail Energy Services, LLC, including its wholly-owned subsidiary Lakeshore Energy Services, LLC and the natural gas wholesale assets of Continuum Energy Services, LLC
CPPClean Power Plan
CSIACompliance and System Improvement Adjustment
DCADistribution Contractors Association
DCRFDistribution Cost Recovery Factor
Dodd-Frank ActDodd-Frank Wall Street Reform and Consumer Protection Act of 2010
DOTU.S. Department of Transportation
DRRDistribution Replacement Rider
DSMADemand Side Management Adjustment
DthDekatherms
ECAEnvironmental Cost Adjustment
EDITExcess deferred income taxes
EECREnergy Efficiency Cost Recovery
EECRFEnergy Efficiency Cost Recovery Factor
EGTEnable Gas Transmission, LLC
EINEmployer Identification Number
ELGEffluent Limitation Guidelines
EnableEnable Midstream Partners, LP
Enable GPEnable GP, LLC, Enable’s general partner
Enable Series A Preferred UnitsEnable’s 10% Series A Fixed-to-Floating Non-Cumulative Redeemable Perpetual Preferred Units, representing limited partner interests in Enable
EPAEnvironmental Protection Agency
EPAct of 2005Energy Policy Act of 2005
Equity Purchase AgreementEquity Purchase Agreement, dated as of February 24, 2020, by and between CERC Corp. and Athena Energy Services
ERCOTElectric Reliability Council of Texas
ERCOT ISOERCOT Independent System Operator
ERISAEmployee Retirement Income Security Act of 1974
EROElectric Reliability Organization
ESGEnergy Systems Group, LLC, a wholly-owned subsidiary of Vectren
ESPCEnergy Savings Performance Contracting
FACFuel Adjustment Clause
FERCFederal Energy Regulatory Commission
FIPFunding Improvement Plan
FitchFitch Ratings, Inc.
FPAFederal Power Act
FRPFormula Rate Plan
Gas DailyPlatts gas daily indices
GenOnGenOn Energy, Inc.
GHGGreenhouse gases
GRIPGas Reliability Infrastructure Program
GWhGigawatt-hours
Hart-Scott-Rodino ActHart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
Houston ElectricCenterPoint Energy Houston Electric, LLC and its subsidiaries
HVACHeating, ventilation and air conditioning

iii

GLOSSARY
IBEWInternational Brotherhood of Electrical Workers
ICAInterstate Commerce Act of 1887
ICPAInter-Company Power Agreement
IDEMIndiana Department of Environmental Management
IGIntelligent Grid
Indiana ElectricOperations of SIGECO’s electric transmission and distribution services, and includes its power generating and wholesale power operations
Indiana GasIndiana Gas Company, Inc., a wholly-owned subsidiary of Vectren
Infrastructure ServicesProvides underground pipeline construction and repair services through Vectren’s wholly-owned subsidiaries Miller Pipeline, LLC and Minnesota Limited, LLC
Internal SpinCERC’s contribution of its equity investment in Enable to CNP Midstream (detailed in Note 11 to the consolidated financial statements)
IRPIntegrated Resource Plan
IRSInternal Revenue Service
IURCIndiana Utility Regulatory Commission
kVKilovolt
LIBORLondon Interbank Offered Rate
LNGLiquefied natural gas
LPSCLouisiana Public Service Commission
LTIPsLong-term incentive plans
MATSMercury and Air Toxics
MCRAMISO Cost and Revenue Adjustment
MeredithMeredith Corporation
MergerThe merger of Merger Sub with and into Vectren on the terms and subject to the conditions set forth in the Merger Agreement, with Vectren continuing as the surviving corporation and as a wholly-owned subsidiary of CenterPoint Energy, Inc., which closed on February 1, 2019
Merger AgreementAgreement and Plan of Merger, dated as of April 21, 2018, among CenterPoint Energy, Vectren and Merger Sub
Merger SubPacer Merger Sub, Inc., an Indiana corporation and wholly-owned subsidiary of CenterPoint Energy
MESMobile Energy Solutions
MGPManufactured gas plant
MISOMidcontinent Independent System Operator
MLPMaster Limited Partnership
MMBtuOne million British thermal units
MMcfMillion cubic feet
Moody’sMoody’s Investors Service, Inc.
MP20172017 pension mortality improvement scale developed annually by the Society of Actuaries
MP20182018 pension mortality improvement scale developed annually by the Society of Actuaries
MPSCMississippi Public Service Commission
MPUCMinnesota Public Utilities Commission
MRTEnable-Mississippi River Transmission, LLC
MvaMegavolt amperes
MWMegawatt
NECANational Electrical Contractors Association
NERCNorth American Electric Reliability Corporation
NESHAPSNational Emission Standards for Hazardous Air Pollutants
NGANatural Gas Act of 1938
NGDNatural gas distribution business
NGLsNatural gas liquids
NGPANatural Gas Policy Act of 1978

iv

GLOSSARY
NGPSANatural Gas Pipeline Safety Act of 1968
NOPRNotice of Proposed Rulemaking
NRGNRG Energy, Inc.
NYMEXNew York Mercantile Exchange
NYSENew York Stock Exchange
OCCOklahoma Corporation Commission
OGEOGE Energy Corp.
OPEIUOffice & Professional Employees International Union
OVECOhio Valley Electric Corporation
PASPower Alert Service
PBRCPerformance Based Rate Change
PFDProposal for decision
PHMSAPipeline and Hazardous Materials Safety Administration
PLCAPipeline Contractors Association
PowerTeam ServicesPowerTeam Services, LLC, a Delaware limited liability company
PRPsPotentially responsible parties
PUCOPublic Utilities Commission of Ohio
PUCTPublic Utility Commission of Texas
Railroad CommissionRailroad Commission of Texas
RCRAResource Conservation and Recovery Act of 1976
RCRA MechanismReliability Cost and Revenue Adjustment mechanism
RegistrantsCenterPoint Energy, Houston Electric and CERC, collectively
Reliant EnergyReliant Energy, Incorporated
REPRetail electric provider
Restoration Bond CompanyCenterPoint Energy Restoration Bond Company, LLC, a wholly-owned subsidiary of Houston Electric
Revised Policy StatementRevised Policy Statement on Treatment of Income Taxes
RICE MACTReciprocating Internal Combustion Engines Maximum Achievable Control Technology
ROEReturn on equity
RPRehabilitation Plan
RRARate Regulation Adjustment
RRIReliant Resources, Inc.
RSPRate Stabilization Plan
SECSecurities and Exchange Commission
SESHSoutheast Supply Header, LLC
Securities Purchase AgreementSecurities Purchase Agreement, dated as of February 3, 2020, by and among VUSI, PowerTeam Services and, solely for purposes of Section 10.17 of the Securities Purchase Agreement, Vectren
Securitization BondsTransition and system restoration bonds
Series A Preferred StockCenterPoint 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 StockCenterPoint 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
SIGECOSouthern Indiana Gas and Electric Company, a wholly-owned subsidiary of Vectren
S&PS&P Global Ratings
TBDTo be determined
TCEH Corp.Formerly Texas Competitive Electric Holdings Company LLC, predecessor to Vistra Energy Corp. whose major subsidiaries include Luminant and TXU Energy
TCJATax reform legislation informally called the Tax Cuts and Jobs Act of 2017
TCOSTransmission Cost of Service

v

GLOSSARY
TCRFTransmission Cost Recovery Factor
TDSICTransmission, Distribution and Storage System Improvement Charge
TDUTransmission and distribution utility
TimeTime Inc.
Transition AgreementsServices Agreement, Employee Transition Agreement, Transitional Seconding Agreement and other agreements entered into in connection with the formation of Enable
Texas RETexas Reliability Entity
TWTime Warner Inc.
TW CommonTW common stock
UESCUtility Energy Services Contract
USWUnited Steelworkers Union
Utility HoldingUtility Holding, LLC, a wholly-owned subsidiary of CenterPoint Energy
VaRValue at Risk
VectrenVectren Corporation, a wholly-owned subsidiary of CenterPoint Energy
VEDOVectren Energy Delivery of Ohio, Inc., a wholly-owned subsidiary of Vectren
VIEVariable interest entity
VISCOVectren Infrastructure Services Corporation, a wholly-owned subsidiary of Vectren
Vistra Energy Corp.Texas-based energy company focused on the competitive energy and power generation markets
VUHIVectren Utility Holdings, Inc., a wholly-owned subsidiary of Vectren
VUSIVectren Utility Services, Inc., a wholly-owned subsidiary of Vectren
WACCWeighted average cost of capital
ZENS2.0% Zero-Premium Exchangeable Subordinated Notes due 2029
ZENS-Related SecuritiesAs of both December 31, 2019 and 2018, consisted of AT&T Common and Charter Common
2002 ActPipeline Safety Improvement Act of 2002
2006 ActPipeline Inspection, Protection, Enforcement and Safety Act of 2006
2011 ActPipeline Safety, Regulatory Certainty, and Job Creation Act of 2011
2016 ActProtecting our Infrastructure of Pipelines and Enhancing Safety Act of 2016

vi

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

From time to time the Registrants make statements concerning their expectations, beliefs, plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements that are not historical facts. These statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those expressed or implied by these statements. You can generally identify forward-looking statements by the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “objective,” “plan,” “potential,” “predict,” “projection,” “should,” “target,” “will” or other similar words.

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

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

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

vii

PART I

Next: Item 1. Business