CenterPoint Energy (CNP) 10-K risk factor changes: FY2022 vs FY2021

CenterPoint Energy is a holding company that conducts all of its business operations through subsidiaries, primarily Houston Electric, [removed: CERC, SIGECO, Indiana Gas] [added: CERC] and [removed: VEDO.][added: SIGECO.]

[removed: looking] [added: For other factors that may cause actual results to differ from those indicated in any forward-looking] statement or projection contained in this combined report on Form 10-K, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Certain Factors Affecting Future Earnings” in Item 7, which should be read in conjunction with the risk factors contained in this Item 1A.

Unless the context indicates otherwise, where appropriate, information relating to a specific registrant has been segregated and labeled as such and [removed: specific references to Houston Electric and CERC in this section also pertain to CenterPoint Energy.]

As a result, CenterPoint Energy [removed: depends] [added: and to a lesser extent, CERC, depend] on the performance of and distributions from [removed: its] [added: their respective] subsidiaries to meet [removed: its] [added: their respective] payment obligations and to pay dividends on [removed: its] [added: their respective] common [removed: and] [added: and/or] preferred stock.

In general, CenterPoint Energy’s [added: and CERC’s] subsidiaries are separate and distinct legal entities and have no obligation to provide [removed: it] [added: them] with funds for [removed: its] [added: their respective] payment obligations, whether by dividends, distributions, loans or otherwise.

In addition, provisions of applicable law, such as those limiting the legal sources of dividends, limit CenterPoint Energy’s [added: and CERC’s respective] subsidiaries’ ability to make payments or other distributions to CenterPoint [removed: Energy,] [added: Energy or CERC,] and [removed: its] [added: their respective] subsidiaries could agree to contractual restrictions on their ability to make payments or other distributions.

Further, [added: as part of] Houston [added: Electric’s 2019 base rate case, Houston] Electric [removed: has] agreed to certain “ring-fencing” measures to increase its financial separateness from CenterPoint Energy.

[removed: Further] [added: In this proceeding, Houston Electric may be requested to institute further] ring-fencing measures [added: or further ring-fencing measures] could be imposed on Houston Electric in the future through legislation or PUCT rules or orders.

While current ring-fencing measures have not impacted Houston Electric’s ability to pay dividends to CenterPoint Energy, the imposition of any additional measures impacting CenterPoint Energy’s ability to receive dividends from Houston Electric could [removed: materially] adversely affect CenterPoint Energy’s cash flows, credit quality, financial condition and results of operations.

As of December 31, [removed: 2021,] [added: 2022,] CenterPoint Energy had [removed: $16] [added: $17] billion of outstanding indebtedness on a consolidated basis, which includes [removed: $537] [added: $317] million of non-recourse Securitization Bonds.

For information on outstanding indebtedness of Houston Electric and CERC as well as future maturities, see Note [removed: 14] [added: 13] to the consolidated financial statements.

- [removed: unanticipated] actions from the Federal [removed: Reserve;][added: Reserve, including further interest rate increases and unanticipated actions;]

The Registrants’ current credit ratings and any changes in credit ratings in [removed: 2021] [added: 2022] and to date in [removed: 2022] [added: 2023] are discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Other Matters — Impact on Liquidity of a Downgrade in Credit Ratings” in Item 7 of Part II of this report.

The Registrants note [removed: that] these credit ratings are not recommendations to buy, sell or hold their securities.

Any future reduction or withdrawal of one or more of the Registrants’ credit ratings could have [removed: a material] [added: an] adverse impact on their ability to access capital on acceptable terms.

Long-lived assets, including intangible assets with finite useful lives, are reviewed for impairment whenever events or changes in circumstances indicate [removed: that] the carrying value may not be recoverable.

Goodwill is tested for impairment at least annually, as well as when events or changes in circumstances indicates [removed: that] the carrying value may not be recoverable.

No impairments to goodwill were recorded during the [removed: year] [added: years] ended December 31, [added: 2022 and] 2021.

A non-cash impairment charge or fair value adjustment could [removed: materially] adversely impact our financial condition and results of operations.

CenterPoint Energy has approximately $828 million principal amount of ZENS outstanding as of December 31, [removed: 2021.][added: 2022.]

CenterPoint Energy may redeem all of the ZENS at any time at a redemption amount per ZENS equal to the higher of the contingent principal amount per ZENS [removed: ($38] [added: ($26] million in the aggregate, or [removed: $2.65] [added: $1.86] per ZENS, as of December 31, [removed: 2021)] [added: 2022),] or the sum of the current market value of the reference shares attributable to one ZENS at the time of redemption.

If the ZENS had been redeemed on December 31, [removed: 2021,] [added: 2022,] deferred taxes of approximately [removed: $539] [added: $665] million would have been payable in [removed: 2021,] [added: 2022,] based on [removed: 2021] [added: 2022] tax rates in effect.

In addition, if all the shares of ZENS-Related Securities had been sold on December 31, [removed: 2021] [added: 2022] to fund the aggregate redemption amount, capital gains taxes of approximately [removed: $146] [added: $80] million would have been payable in [removed: 2021.][added: 2022.]

This could happen if CenterPoint Energy’s creditworthiness were to [removed: drop or] [added: drop,] the market for the ZENS were to become illiquid, or for some other reason.

While funds for the payment of cash upon exchange of ZENS could be obtained from the sale of the shares of ZENS-Related Securities [removed: that] CenterPoint Energy owns or from other sources, ZENS exchanges result in a cash outflow because tax deferrals related to the ZENS and ZENS-Related Securities shares would typically be disposed when ZENS are exchanged and ZENS-Related Securities shares are sold.

Any failure to pay scheduled dividends on the Series A Preferred Stock when due could [removed: materially] adversely impact our ability to access capital on acceptable terms and would likely have [removed: a material] [added: an] adverse impact on the market price of the Series A Preferred Stock, Common Stock and CenterPoint Energy’s debt securities and would prohibit CenterPoint Energy, under the terms of the Series A Preferred Stock, from paying cash dividends on or repurchasing shares of Common Stock (subject to limited exceptions) until such time as CenterPoint Energy has paid all accumulated and unpaid dividends on the Series A Preferred Stock.

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

[removed: Changes in the method] [added: The replacement] of [removed: determining] LIBOR, or [removed: the replacement of LIBOR] [added: SOFR,] with an alternative reference rate, may adversely affect the cost of capital related to outstanding debt and other financial instruments.

Each of the Registrants’ credit and term loan facilities, including certain facilities or financial instruments entered into by their subsidiaries, use [removed: LIBOR] [added: SOFR] as a reference rate.

[removed: Accordingly, beginning] [added: Beginning] January 1, 2022, the Financial Conduct Authority ceased publishing one week and two-month U.S. dollar LIBOR and is expected to cease publishing all remaining U.S. dollar LIBOR tenors in June [removed: 2023.][added: 2023 unless cessation is further extended.]

Changes in the method of calculating LIBOR, or the replacement of LIBOR [added: (or SOFR)] with an alternative rate or [removed: benchmark such as SOFR,] [added: benchmark,] may adversely affect interest rates and result in higher borrowing costs.

This could [removed: materially and] adversely affect our [removed: results of operations,] cash flow and liquidity.

Each of the Registrants’ credit facilities provide for a mechanism to replace [removed: LIBOR] [added: SOFR] with possible alternative benchmarks upon certain benchmark replacement events.

We [removed: are still currently evaluating] [added: will evaluate] the [added: potential] impact of any such potential benchmark replacements [removed: or unavailability of LIBOR.][added: should it occur.]

[removed: Uncertainty as] [added: The failure] to [added: receive] such [removed: potential phase-out and alternative benchmark rates] [added: proceeds] or [removed: disruption in the financial markets] [added: any further delay] could [removed: materially and] adversely affect our financial condition, results of operations and cash flows.

[removed: Risk Factors Affecting Electric] [added: Electric] Generation, Transmission and Distribution [removed: Businesses] (CenterPoint Energy and Houston Electric)

Rate regulation of [removed: Houston Electric’s] [added: Registrants’ Electric] and [removed: Indiana Electric’s] [added: Natural Gas] businesses may delay or deny their ability to earn an expected return and fully [added: and timely] recover their costs.

Their rates are set in comprehensive base rate proceedings (i.e., general rate cases) based on an analysis of their invested capital, their expenses and other factors in a designated test year (often either fully or partially [removed: historic).][added: historic), subject to periodic review and adjustments.]

Each of these rate proceedings is subject to third-party intervention and appeal, and the timing of a general base rate proceeding may be out of [removed: Houston Electric’s and Indiana Electric’s] [added: the Registrants’] control.

[removed: Houston Electric and Indiana Electric] [added: The Registrants] can make no assurance that their [added: or their subsidiaries] respective base rate proceedings will result in [added: requested or] favorable adjustments to their rates, in full [added: and timely] cost recovery or approval of other requested items, including, among other things, capital structure and ROE.

specific references to Houston Electric and CERC in this section also pertain to CenterPoint Energy.

Indiana Electric owns and operates power generation facilities in addition to the transmission and distribution infrastructure in its service territory.

Both Houston Electric and Indiana Electric must follow the directives issued by their respective independent system operator, ERCOT and MISO, respectively.

ERCOT and MISO have and may in the future issue directives requiring members to implement controlled outages as a result of an emergency or reliability issues.

If power generation capacity is severely disrupted or is inadequate for any reason in the future, Houston Electric’s or Indiana Electric’s transmission and distribution services may be diminished or interrupted.

For example, in December 2022, the A.B. Brown 1 and 2 generating units were offline at various times over an approximately week and a half period due to complications as a result of Winter Storm Elliott.

If Indiana Electric is unable to meet its generation capacity it would be required to buy its energy on the open market, which is what occurred during Winter Storm Elliott when A.B. Brown 1 and 2 went offline.

Such open market purchases may result in increased costs and may have an adverse impact on our operations.

During the outage in Winter Storm Elliott, Indiana Electric had an increase in cost due to open market purchases because Indiana Electric would have been able to generate electricity at a lower rate than the costs incurred to purchase the electricity on the open market.

As of both December 31, 2022 and 2021, as authorized by the PUCT, CenterPoint Energy and Houston Electric recorded a regulatory asset of $8 million for bad debt expenses resulting from REPs’ default on their obligation to pay delivery charges to Houston Electric net of collateral.

There is no guarantee that we will be able to recover any or all of the regulatory asset in our next base rate case.

See “— Rate Regulation of Registrants’ Electric ...”

Indiana Electric has used past IRPs and will continue to use future IRPs to evaluate its mix of generation resources.

Indiana Electric engages with the communities it serves, its regulators and third-parties in developing its generation transition plan.

Recent IRPs have demonstrated Indiana Electric can most cost effectively serve its customers by transitioning its generation fleet to a wider mix of resources, including renewables.

Indiana Electric is now preparing a new IRP to be filed in 2023 for which it has conducted a request for proposals to identify the cost of generating resources, including renewables, thermal and demand-side resources, and short-term capacity to meet the future needs of its electric customers.

Indiana Electric is required to obtain a CPCN prior to constructing or acquiring generating resources.

Indiana Electric also obtains IURC approval of PPAs and DSM plans to ensure cost recovery.

Indiana Electric must manage several risks associated with its generation transition plan.

The IURC may delay providing comments on Indiana Electric’s IRP, requiring Indiana Electric to either wait for comments or proceed to implement its IRP without IURC comments.

The IURC comments may raise concerns with Indiana Electric’s IRP that make it difficult to obtain approval of the generation transition plan if not addressed.

If Indiana Electric fails to receive IURC approvals necessary to acquire the projects or resources identified in its IRP, Indiana Electric may not be able to implement its generation transition plan in a timely manner or at all.

If Indiana Electric is unable to implement its generation transition plan, it may have an adverse effect on CenterPoint Energy’s ability to execute on its net zero and carbon emission goals, its growth strategy, achieve financial targets, and otherwise impact results of operations and cash flows.

Indiana Electric will also seek recovery of costs related to the amendments of the Posey agreement.

panels.

For additional information, see “— Increases in the cost or reduction in supply ...” The number of available projects is further limited by the MISO interconnection queue due to potential interconnection costs that may render projects infeasible.

If Indiana Electric was unable to meet its generation needs as a result of project delays or cancellations it would be required to buy the necessary capacity and electricity on the open market.

Such open market purchases may result in increased costs and may have an adverse impact on our operations, financial condition, results of operations and cash flows.

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

China is a major producer of solar panels and other solar products.

Certain solar cells, modules, laminates and panels from China are subject to various antidumping and countervailing duty rates, depending on the exporter supplying the product, imposed by the U.S. government as a result of determinations the United States was materially injured as a result of such imports being sold at less than fair value and subsidized by the Chinese government.

In March 2022, the DOC announced it would initiate an investigation into whether imports of solar cells and panels produced in Cambodia, Malaysia, Thailand and Vietnam are circumventing U.S. rules and laws, such as antidumping and countervailing duty rates, which impose a tariff on imports of solar cells and panels manufactured in China.

In December 2022, the DOC issued its preliminary findings noting that circumvention was occurring in each of the four countries.

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.

In addition, in December 2021, President Biden signed into law the Uyghur Forced Labor Prevention Act, which bans goods from China’s Xinjiang region due to the use of forced labor.

Continuing tensions between the United States and China may lead to restrictions in trade between the two countries or new legislation, tariffs or bans, any of which could further negatively impact the supply of solar panels.

These or similar duties and legislation have and may in the future also put upward pressure on prices of these solar energy products, which may reduce our ability to acquire these items in a timely and cost-efficient manner.

If we or the developers we are working with are unable to secure such solar energy products in a timely and cost-efficient manner, we may be forced to delay, downsize and/or cancel solar projects and we may not be able to procure the resources needed to fully execute on our ten-year capital plan or achieve our net zero emissions goals.

We have experienced project delays due to developers of our projects being unable to acquire solar panels due to supply chain constraints.

Additionally, delays or cancellations by developers of third-party solar power facilities expected to interconnect with CenterPoint Energy’s and Houston Electric’s system may have adverse impacts, such as delayed or reduced potential future revenues.

For other factors that may cause actual results to differ from those indicated in any forward-

Risk Factors Associated with Our Consolidated Financial Condition

- incremental collateral that may be required due to regulation of derivatives; and

consecutive dividend periods, the holders of such shares, voting together as a single class with holders of any and all other series of CenterPoint Energy’s capital stock on parity with its Series A Preferred Stock (as to the payment of dividends and amounts payable on liquidation, dissolution or winding up of CenterPoint Energy’s affairs) upon which like voting rights have been conferred and are exercisable, will be entitled to vote for the election of a total of two additional members of CenterPoint Energy’s Board of Directors, subject to certain terms and limitations.

The Financial Conduct Authority in the United Kingdom previously announced that it would phase out LIBOR as a benchmark by 2021, but later expressed support for the extension of certain tenors of U.S. dollar LIBOR until June 2023, as well as the replacement of LIBOR by the SOFR.

The Federal Reserve has also advised banks to cease entering into new contracts that use U.S. dollar LIBOR as a reference rate.

Also, the overall financial markets may be disrupted as a result of the phase-out or replacement of LIBOR.

Houston Electric’s rates are regulated by certain municipalities and the PUCT and Indiana Electric’s rates are regulated by the IURC.

For Houston Electric, a general base rate proceeding is required 48 months from the date of the order setting rates in its most recent comprehensive rate proceeding, unless the PUCT issues an order extending the deadline to file that general base rate proceeding.

For Indiana Electric, a general base rate proceeding is required prior to the expiration of its TDSIC plan, which expires on December 31, 2023.

The rates that Houston Electric and Indiana Electric are allowed to charge may not match their costs at any given time, a situation referred to as “regulatory lag.” For Houston Electric and Indiana Electric, several interim rate adjustment mechanisms have been implemented to reduce the effects of regulatory lag (for example, DCRF, TCOS, TDSIC, DSMA and RCRA Mechanism), although certain of these mechanisms do not provide for recovery of operations and maintenance expenses.

These adjustment mechanisms are subject to the applicable regulatory body’s approval and are subject to limitations that may reduce Houston Electric’s and Indiana Electric’s ability to adjust rates.

For further information on rate case proceedings and interim rate adjustment mechanisms, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Regulatory Matters” in Item 7 of Part II of this report.

See also “—The February 2021 Winter Storm...” below for further information.

As allowed by a new law enacted by the Texas legislature after the February 2021 Winter Storm Event, Houston Electric is now leasing mobile generation units that can provide temporary emergency electric energy and aid in restoring power to some customers during certain widespread power outages that are impacting its distribution system.

If power generation capacity is severely disrupted again or is inadequate for any reason, or if ERCOT needs to issue directives to TDUs (such as Houston Electric) to Load Shed, Houston Electric’s transmission and distribution services may be diminished or interrupted; it could have claims and litigation filed against it; and its reputation, financial condition, results of operations and cash flows could be adversely affected.

If such disruptions were to occur, Indiana Electric’s transmission and distribution services may be diminished or interrupted; it could have claims and litigation filed against it; and its reputation, financial condition, results of operations and cash flows could be adversely affected.

In February 2018, as part of its electric generation transition plan, Indiana Electric received approval from the IURC to construct a 50 MW universal solar array and a plan to retrofit its largest, most efficient coal-fired generation unit (Culley Unit 3).

On November 17, 2021, Indiana Electric received the staff report on the IRP.

The FERC has designated the NERC as the

Rate regulation of Natural Gas may delay or deny its ability to earn an expected return and fully recover its costs.

Natural Gas’ rates are regulated by certain municipalities (in Texas only) and state commissions based on an analysis of Natural Gas’ invested capital, expenses and other factors in a test year (often either fully or partially historic) in comprehensive base rate proceedings, subject to periodic review and adjustment.

Each of these proceedings is subject to third-party intervention and appeal, and the timing of a general base rate proceeding may be out of Natural Gas’ control.

During 2022, Natural Gas has a pending rate case and a proceeding considering recovery of extraordinary natural gas costs during the February 2021 Winter Storm Event in Minnesota.

In the Minnesota extraordinary natural gas cost proceeding, various parties have proposed significant disallowances for all natural gas utilities ranging from $45 million to $409 million for CenterPoint Energy and CERC.

Natural Gas can make no assurance that these respective base rate and cost recovery proceedings will result in favorable adjustments to its rates, full or adequate cost recovery or approval of other requested items, including, among other things, capital structure and ROE.

These base rate proceedings could cause Natural Gas to recover its investments at rates below its requested level, the national average for utilities or recently approved levels for other utilities in those jurisdictions.

Natural Gas can make no assurance that filings for such mechanisms will result in favorable adjustments to rates.

Notwithstanding the application of the rate mechanisms discussed above, the regulatory process by which rates are determined is subject to change as a result of the legislative process or rulemaking, as the case may be, and may not always be available or result in rates that will produce recovery of Natural Gas’ costs or enable Natural Gas to earn an expected return.

Changes to the interim adjustment mechanisms could result in an increase in regulatory lag or otherwise impact Natural Gas’ ability to recover its costs in a timely manner.

Additionally, inherent in the regulatory process is some level of risk that jurisdictional regulatory authorities may initiate investigations of the prudence of operating expenses incurred or capital investments made by Natural Gas and deny the full recovery of Natural Gas’ cost of service or the full recovery of incurred natural gas costs in rates.

Unlike CERC, Indiana Gas, SIGECO’s natural gas distribution business and VEDO must seek approval by the IURC and PUCO, as applicable, for long-term financing authority.

This authority allows these utilities the flexibility to enter into various financing arrangements.

In the event that the IURC or PUCO do not approve these utilities’ respective financing authorities, they may not be able to fully execute their financing plans and their respective financial conditions, results of operations and cash flows could be adversely affected.

For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters.”

could also adversely affect Natural Gas’ businesses.

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

We could also experience reduced demand for our services, including certain local initiatives to prohibit new natural gas service and increase electrification initiatives in jurisdictions served by Natural Gas.

In April 2015, the EPA finalized its CCR Rule, which regulates ash as non-hazardous material under the RCRA.

The final rule allows beneficial reuse of ash, and the majority of the ash generated by Indiana Electric’s generating plants will continue to be beneficially reused.

In this combined Form 10-K, the terms “our,” “we” and “us” are used as abbreviated references to CenterPoint Energy, Inc. together with its consolidated [removed: subsidiaries.*][added: subsidiaries, including Houston Electric and CERC, unless stated otherwise.*]

For a detailed description of CenterPoint Energy’s operating [removed: subsidiaries and discontinued operations,] [added: subsidiaries,] please read Note 1 to the consolidated financial statements.

CERC Corp. is an indirect, wholly-owned subsidiary of CenterPoint Energy that [added: (i) directly] owns and operates natural gas distribution [removed: facilities] [added: systems] in [removed: several states, with operating subsidiaries that own] [added: Louisiana, Minnesota, Mississippi] and [removed: operate] [added: Texas, (ii) indirectly, through Indiana Gas and VEDO, owns and operates natural gas distribution systems in Indiana and Ohio, respectively, and (iii) owns and operates] permanent pipeline connections through interconnects with various interstate and intrastate pipeline [removed: companies.][added: companies through CEIP.]

We are first and foremost an energy delivery company and it is our intention to remain focused on these [removed: segments of the energy business.][added: regulated segments.]

As of December 31, [removed: 2021,] [added: 2022,] CenterPoint Energy’s reportable segments were [removed: Electric and] [added: Electric,] Natural [removed: Gas.][added: Gas, and Corporate and Other.]

CenterPoint Energy’s Corporate and Other [added: also] includes office buildings and other real estate used for business [removed: operations, energy performance contracting and sustainable infrastructure services and other corporate support] operations.

As announced in [removed: December 2020, our business strategy incorporated the Business Review] [added: September 2021,] and [removed: Evaluation Committee’s recommendations to increase our] [added: updated in November 2022, CenterPoint Energy has increased its] planned capital expenditures in [removed: our electric] [added: its Electric] and [removed: natural gas] [added: Natural Gas] businesses to support rate base growth and [removed: sell certain] [added: may explore asset sales, in addition to the completed sale] of [removed: our] [added: its] Natural Gas businesses located in Arkansas and [removed: Oklahoma] [added: Oklahoma,] as a means to efficiently finance a portion of such increased capital expenditures.

[removed: The sale] [added: Sale] of [removed: our] Natural Gas [removed: businesses in] [added: Businesses. On January 10, 2022, CERC Corp. completed the sale of its] Arkansas and Oklahoma [removed: was completed in January 2022.][added: Natural Gas businesses.]

See Note [removed: 4] [added: 11] to the consolidated financial statements for further details.

See Note [removed: 12] [added: 20] to the consolidated financial statements for further [removed: details.][added: information.]

The regulation of [added: electric transmission, distribution and generation facilities as well as] natural gas pipelines and related facilities by federal and state regulatory agencies affects CenterPoint [removed: Energy’s] [added: Energy’s, Houston Electric’s] and CERC’s businesses.

In accordance with [removed: natural gas pipeline safety and integrity] [added: applicable] regulations, CenterPoint [removed: Energy] [added: Energy, Houston Electric] and CERC are making, and will continue to make, significant capital investments in their service [removed: territories, which are necessary] [added: territories under our capital plan] to help operate and maintain a [removed: safe,] [added: safer, more] reliable and growing [added: electric and] natural gas [removed: system.][added: systems.]

CenterPoint [removed: Energy’s] [added: Energy’s, Houston Electric’s] and CERC’s compliance expenses may also increase as a result of preventative measures required under these regulations.

Consequently, new rates in the areas they serve are necessary to recover [removed: these increasing costs.]

To assess our financial performance, our management primarily monitors [added: the] recovery of costs and return on investments by the evaluation of net income and [removed: cash flows,] [added: capital expenditures,] among other things, from our regulated service territories within our reportable segments.

Within these broader financial measures, we monitor margins, natural gas and fuel costs, interest expense, capital [removed: spending] [added: spend,] working capital requirements, and operation and maintenance expense.

[removed: The nature of our businesses requires significant amounts of capital investment, particularly in light of our new 10-year] [added: To fund these] capital [removed: plan, and] [added: investments,] we rely on internally generated cash, borrowings under our credit facilities, proceeds from commercial [removed: paper] [added: paper, cash proceeds from strategic transactions (such as the sale of our Arkansas] and [added: Oklahoma LDC businesses), and] issuances of debt [removed: and equity] in the capital markets to satisfy these capital needs.

Disruptions in the financial markets [added: along with rising interest rates] can also affect the availability of new capital on terms we consider attractive.

To the extent adverse economic conditions, including supply chain disruptions, affect our suppliers and [removed: customers,] [added: customers as well as our ability to meet our capital plan and generation transition plan,] results from our energy delivery businesses may suffer.

For example, Houston Electric is largely concentrated in Houston, [removed: Texas,] a diverse economy where a higher percentage of employment is tied to the energy sector relative to other regions of the country.

Although the Houston area represents a large part of our customer base, we have [added: a diverse customer base throughout the various states our utility businesses serve.]

For example, we, along with the developer of the project, [removed: recently] announced plans [added: in January 2022] to downsize the solar array to be built in Posey County, Indiana [removed: from 300 MW to 200 MW] due to supply chain issues experienced in the energy industry, rising cost of commodities and community feedback.

For more information, see Note [removed: 16] [added: 15] to the consolidated financial statements.

[removed: Also, adverse] [added: Adverse] economic conditions, coupled with concerns for protecting the environment and increased availability of alternate energy sources, may cause consumers to use less energy or avoid expansions of their facilities, including natural gas facilities, resulting in less demand for our services.

For further information, see Note [removed: 4] [added: 7] to the consolidated financial statements.

[removed: Net Zero Emission Goals.] In September 2021, CenterPoint Energy announced [removed: new] [added: its] net zero [removed: emission] [added: 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.

For more information regarding CenterPoint Energy’s [removed: new] net zero emission goals and the risks associated with them, see “Risk Factors — Risk Factors Affecting [removed: Our Businesses] [added: Regulatory, Environmental and Legal Risks] — CenterPoint Energy is subject to operational and financial risks...” [removed: and “Management’s Discussion and Analysis — Liquidity and Capital Resources” in this Form 10-K.]

For more information, see [removed: Notes 4,] [added: Note] 11 [removed: and 12] to the consolidated financial statements.

[removed: Debt Transactions. In 2021,] CenterPoint [removed: Energy, Houston Electric and CERC issued a combined $4.5 billion in new debt and] [added: Energy] repaid or redeemed a combined [removed: $2.7] [added: $1.53] billion of debt, [added: including CERC’s redemption of $425 million of debt and CEHE’s redemption of $500 million of debt, but] excluding scheduled principal payments on Securitization Bonds.

For [removed: further] information about debt transactions in [removed: 2021 and to date in] 2022, see Note [removed: 12] [added: 13] to the consolidated financial statements.

[removed: Preferred Stock Conversions.] For [removed: information regarding preferred stock conversions in 2021,] [added: additional information,] see Note [removed: 19] [added: 13] to the consolidated financial statements.

[removed: Regulatory Proceedings.] For information related to our pending and completed regulatory proceedings [added: to date] in [removed: 2021] [added: 2022] and to date in [removed: 2022,] [added: 2023,] see “—Liquidity and Capital Resources —Regulatory Matters” below.

For [removed: further] [added: additional] information, see Note [removed: 8] [added: 1] to the consolidated financial statements.

- CenterPoint Energy’s business strategies and strategic initiatives, restructurings, [added: including the Restructuring,] joint ventures and acquisitions or dispositions of assets or businesses, including the completed sale of our Natural Gas businesses in Arkansas and [removed: Oklahoma, which we cannot assure will have the anticipated benefits to us,] [added: Oklahoma and] our [removed: planned sales] [added: exit] of [removed: our remaining Energy Transfer common and preferred equity securities,] [added: the midstream sector,] which we cannot assure will [removed: be completed or will] have the anticipated benefits to us;

- our ability to fund and invest planned capital and the timely recovery of our investments, including those related to Indiana Electric’s generation transition plan as part of its [removed: most recent IRP;][added: IRPs;]

- our ability to successfully [removed: construct] [added: construct, operate, repair] and [removed: operate] [added: maintain] electric generating facilities, [added: natural gas facilities, TEEEF and electric transmission facilities,] including complying with applicable environmental standards and the implementation of a well-balanced energy and resource mix, as appropriate;

- timely and appropriate rate actions that allow recovery of costs and a reasonable return on investment, including the timing and amount of the recovery of Houston Electric’s [removed: mobile generation] [added: TEEEF] leases;

- future economic conditions in regional and national [removed: markets] [added: markets, including inflation,] and their effect on sales, prices and costs;

- the ability of REPs, including REP affiliates of NRG and Vistra Energy Corp., to satisfy their obligations to CenterPoint Energy and Houston [removed: Electric, including the negative impact on such ability related to COVID-19;][added: Electric;]

- [removed: the COVID-19 pandemic] [added: public health threats, such as COVID-19,] and [removed: its] [added: their] effect on our operations, business and financial condition, our industries and the communities we serve, U.S. and world financial markets and supply chains, potential regulatory actions and changes in customer and stakeholder behaviors relating thereto;

CenterPoint Energy completed the Restructuring on June 30, 2022, whereby the equity interests in Indiana Gas and VEDO, both subsidiaries it acquired in its acquisition of Vectren on February 1, 2019, were transferred from VUH to CERC Corp. As a result, Indiana Gas and VEDO became wholly owned subsidiaries of CERC Corp. to better align CenterPoint Energy’s organizational structure with management and financial reporting and to fund future capital investments more efficiently.

The Restructuring was a non-cash common control acquisition by CERC.

As a result, CERC acquired these businesses at CenterPoint Energy’s historical basis in these entities and prior year amounts were recast 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 carrying 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.

- The Natural Gas reportable segment includes (i) intrastate natural gas sales to, and natural gas transportation and distribution for residential, commercial, industrial and institutional customers in Indiana, Louisiana, Minnesota, Mississippi, Ohio and Texas; (ii) permanent pipeline connections through interconnects with various interstate and intrastate pipeline companies through CEIP; and (iii) home appliance maintenance and repair services to customers in Minnesota and home repair protection plans to natural gas customers in Indiana, Mississippi, Ohio and Texas through a third party.

- The Corporate and Other reportable segment includes energy performance contracting and sustainable infrastructure services and other corporate support operations that support CenterPoint Energy’s business operations.

We are an energy delivery company with electric transmission and distribution, power generation, and natural gas distribution operations that serve more than seven million metered customers across six jurisdictions.

In 2021, we announced strategic goals for our businesses, including our ten-year capital plan, and net zero and carbon emission reduction goals.

Our focus on the growth of our regulated utility businesses led to the previously announced Enable Merger in December 2021 and CenterPoint Energy’s subsequent complete divestiture of its remaining Energy Transfer Common Units and Energy Transfer Series G Preferred Units in February and March 2022.

As a result of these transactions, over 95% of our earnings are now derived from regulated utility operations.

Pursuant to this business strategy and in light of the nature of our businesses, significant amounts of capital investment, as reflected in our current capital plan, which was increased in 2022 to fund additional investments in system resiliency, reliability, and grid modernization, is required.

These investments are not only intended to meet our customers’ current needs, but are also in anticipation for further organic growth and load growth from increased electrification in our service territories, including via increased electric vehicle adoption.

The current economic environment (e.g., increasing interest rates, higher relative levels of inflation in the United States) discussed further below could result in heightened regulatory scrutiny as these regulatory agencies seek to reduce the financial impact of utility bills on customers.

This increased level of scrutiny could result in the disallowance (in part or in whole) of CenterPoint Energy and its subsidiaries from recovering on certain capital investments.

these increasing costs.

Houston Electric, Indiana Electric and CERC plan to file rate cases during 2023.

The outcome of these base rate proceedings is uncertain and may be impacted by the current economic environment.

Rising inflation and interest rates and a recessionary environment could potentially adversely impact CenterPoint Energy’s ability to execute on its 10-year capital plan.

The inability to execute on our capital plan may result in lost future revenues for CenterPoint Energy.

Additionally, these economic conditions may affect customers’ ability to pay their utility bills which may preclude our ability to collect balances due from such customers.

Further, in response to concerns for protecting the environment, we have strived to take a leading stance in the transition to safer and cleaner energy by being the first combined electric and natural gas utility with regulated generation assets to adopt net zero for its Scope 1 and certain Scope 2 GHG emissions by 2035 goals.

In addition, we set a Scope 3 GHG emission reduction goal across our multi-state footprint by committing to help our residential and commercial customers reduce GHG emissions attributable to their end use of natural gas by 20% to 30% by 2035 from a 2021 baseline.

Our capital plan supports these goals.

Regulatory Proceedings. The commissioners of the MPUC held deliberations in August 2022 regarding CERC’s natural gas cost prudency review case related to the February 2021 Winter Storm Event.

As a result, the MPUC disallowed recovery of approximately $36 million of jurisdictional gas costs incurred during the event (or about 8.7% of the total of such costs incurred by CERC) and CERC’s regulatory asset balance was reduced to reflect the disallowance.

The annual revenue increase requested for these lease agreements is

approximately $57 million.

On January 27, 2023, the administrative law judges issued a proposal for decision recommending that the leasing of the TEEEF was not prudent or reasonable and necessary and that the PUCT deny recovery of all of the TEEEF costs.

The PUCT is expected to consider the proposal for decision on March 9, 2023.

Debt Transactions. In 2022, Houston Electric issued $1.6 billion, and CERC issued or borrowed $1.0 billion in new debt, excluding the debt exchanges discussed below.

Debt Exchange. As a part of the Restructuring, on May 27, 2022, CERC Corp. and VUH completed an exchange with holders of VUH PPNs whereby CERC Corp. issued new senior notes with an aggregate principal amount of $302 million in return for all of their outstanding VUH PPNs with an aggregate principal amount of $302 million.

On October 5, 2022, in connection with the settlement of an exchange offer, CERC Corp. issued $75 million aggregate principal amount of 6.10% senior notes due 2035 in exchange for all remaining outstanding VUH senior notes.

Restructuring. CenterPoint Energy completed the Restructuring on June 30, 2022, whereby the equity interests in Indiana Gas and VEDO, each of which were acquired in its acquisition of Vectren on February 1, 2019, were transferred from VUH to CERC Corp. As a result, Indiana Gas and VEDO became wholly owned subsidiaries of CERC Corp. to better align CenterPoint Energy’s organizational structure with management and financial reporting and to fund future capital investments more efficiently.

Credit Facilities. On December 6, 2022, CenterPoint Energy, Inc. and its wholly owned subsidiaries, Houston Electric and CERC, replaced their existing revolving credit facilities with three revolving credit facilities totaling $3.75 billion in aggregate commitments.

In addition, SIGECO entered into a new revolving credit facility totaling an additional $250 million in aggregate commitments.

The aggregate amount of commitments among the four credit facilities total $4.0 billion.

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 of February 4, 2021.

Sale of Energy Transfer Equity Securities. In 2022, CenterPoint Energy sold its remaining Energy Transfer Common Units and Energy Transfer Series G Preferred Units for net proceeds of $702 million.

- The Natural Gas reportable segment includes natural gas distribution services that are subject to rate regulation in CenterPoint Energy’s and CERC’s service territories, as well as home appliance maintenance and repair services to customers in Minnesota and home repair protection plans to natural gas customers in Arkansas, Indiana, Mississippi, Ohio, Oklahoma and Texas through a third party as of December 31, 2021.

We are an energy delivery company.

In February 2021, we announced our support for the Enable Merger, which closed in December 2021.

At our September 2021 analyst day, we announced our plans to exit the midstream sector by the end of 2022 and become a pure-play utility focusing on growth in our existing service territories.

In September 2021, we entered into a Forward Sale Agreement to sell 50 million Energy Transfer Common Units immediately following the closing of the Enable Merger.

In December 2021, we completed sales of 150 million Energy Transfer Common Units (inclusive of the Energy Transfer Common Units sold pursuant to the Forward Sale Agreement) and 192,390 Energy Transfer Series G Preferred Units for net proceeds of $1,320 million.

Proceeds from future dispositions of Energy Transfer Common Units or Energy Transfer Series G Preferred Units could reduce borrowings or provide additional support for our capital investment needs.

With respect to CERC, we intend to use proceeds from the completed dispositions of our Natural Gas businesses in Arkansas and Oklahoma and any potential further asset sales to satisfy a portion of its capital needs.

a diverse customer base throughout the various states our utility businesses serve.

However, due to more affordable energy prices and continued economic improvement in the areas we serve, the trend toward lower usage has slowed.

Lower interest rates have helped single family housing starts in the Houston and Minneapolis to exceed growth in previous years.

Multifamily residential customer growth is affected by the cyclical nature of apartment construction.

A new construction cycle in Houston helped overall residential customer growth to surpass the long-term trend of 2% for the last two years.

Sale of Natural Gas Businesses. On April 29, 2021, CenterPoint Energy, through its subsidiary CERC Corp., entered into an Asset Purchase Agreement to sell its Arkansas and Oklahoma Natural Gas businesses for $2.15 billion in cash, including recovery of approximately $425 million in gas cost, including storm-related incremental natural gas costs incurred in the February 2021 Winter Storm Event, subject to certain adjustments set forth in the Asset Purchase Agreement.

The sale closed on January 10, 2022.

On August 31, 2021, CenterPoint Energy, through its subsidiary CERC Corp., completed the sale of MES to Last Mile Energy.

February 2021 Winter Storm Event. In February 2021, portions of the United States experienced an extreme and unprecedented winter weather event that resulted in corresponding electricity generation shortages, including in Texas, natural gas shortages and increased wholesale prices of natural gas in the United States.

Many customers of Houston Electric’s REPs and, to a lesser extent, of CERC, were severely impacted by outages in electricity and natural gas delivery during the February 2021 Winter Storm Event.

As a result of this weather event, the governors of Texas, Oklahoma and Louisiana declared states of either disaster or emergencies in their respective states.

Subsequently, President Biden also approved major disaster declarations for all or parts of Texas, Oklahoma and Louisiana.

The February 2021 Winter Storm Event resulted in financial impacts to CenterPoint Energy, Houston Electric and CERC, including substantial increases in prices for natural gas, decreased revenues at Houston Electric due to ERCOT-mandated outages, additional interest expense related to external financing to pay for natural gas working capital, significant impacts to the REPs, including the REPs’ ability to pay invoices from Houston Electric, increases in bad debt expense, issues with counterparties and customers, litigation and investigations or inquiries from government or regulatory agencies and entities, and other financial impacts.

CenterPoint Energy does not, at this time, anticipate long-term financial impacts associated with the February 2021 Winter Storm Event, including changes to its credit profile, credit ratings or liquidity, given the regulatory mechanisms that are in place in our jurisdictions to recover the extraordinary expenses.

CenterPoint Energy is, however,

continuing to work with individual regulatory agencies to reach a successful final resolution on the recovery of the extraordinary costs.

For more information regarding regulatory impacts, debt transactions and litigation, see Notes 7, 14 and 16 to the consolidated financial statements and “—Liquidity and Capital Resources —Future Sources and Uses of Cash” and “—Regulatory Matters” below.

Enable Merger Agreement. On February 16, 2021, Enable entered into the Enable Merger Agreement.

On December 2, 2021, the Enable Merger closed pursuant to the Enable Merger Agreement.

At the closing of the Enable Merger, CenterPoint Energy transferred 100% of the Enable Common Units and Enable Series A Preferred Units it owned in exchange for Energy Transfer Common Units and Energy Transfer Series G Preferred Units, respectively.

In December 2021, we completed sales of approximately 75% of the acquired Energy Transfer Common Units and 50% of Energy Transfer Series G Preferred Units for net proceeds of $1,320 million.

Additionally, on January 31, 2022, CERC Corp. redeemed $425 million aggregate principal amount of CERC’s outstanding senior notes due 2023.

Board of Directors Governance Structure.

On July 22, 2021, CenterPoint Energy announced the decision of the independent directors of the Board to implement a new independent Board leadership and governance structure and appointed a new independent chair of the Board.

To implement this new governance structure, the independent directors of the Board eliminated the Executive Chairman position.

- volatility in the markets for oil and natural gas as a result of, among other factors, the actions of certain crude-oil exporting countries and the Organization of Petroleum Exporting Countries, increasing exports of LNG to Europe and climate change concerns, including the increasing adoption and use of alternative energy sources;

- the effective tax rates;

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

- goodwill impairment at Indiana Electric in 2020;

- the dividend requirement and amortization of beneficial conversion feature associated with Series C Preferred Stock in 2020; and

- favorable income tax impacts in 2021, partially offset by the CARES Act in 2020.

These increases were partially offset by:

As of December 31, [removed: 2021,] [added: 2022,] the Registrants had outstanding long-term debt and lease obligations and CenterPoint Energy had obligations under its ZENS that subject them to the risk of loss associated with movements in market interest rates.

CenterPoint Energy’s floating rate obligations aggregated $4.5 billion and [removed: $2.4] [added: $4.5] billion as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

If the floating interest rates were to increase by 10% from December 31, [removed: 2021] [added: 2022] rates, CenterPoint Energy’s combined interest expense would increase by approximately [removed: $2] [added: $19] million annually.

Houston Electric did not have any floating rate obligations as of either December 31, [removed: 2021] [added: 2022] or [removed: 2020.][added: 2021.]

CERC’s floating rate obligations aggregated [removed: $1.9] [added: $1.4] billion and [removed: $347 million] [added: $1.9 billion] as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

If the floating interest rates were to increase by 10% from December 31, [removed: 2021] [added: 2022] rates, CERC’s combined interest expense would increase by approximately [removed: $1] [added: $7] million annually.

As of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] CenterPoint Energy had outstanding fixed-rate debt (excluding indexed debt securities) aggregating [removed: $11.7] [added: $12.5] billion and [removed: $11.1] [added: $11.7] billion, respectively, in principal amount and having a fair value of [removed: $13.0] [added: $11.1] billion and [removed: $12.9] [added: $13.0] billion, respectively.

However, the fair value of these instruments would increase by approximately [removed: $359] [added: $315] million if interest rates were to decline by 10% from their levels as of December 31, [removed: 2021.][added: 2022.]

As of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] Houston Electric had outstanding fixed-rate debt aggregating [removed: $5.5] [added: $6.4] billion and [removed: $5.1] [added: $5.5] billion, respectively, in principal amount and having a fair value of approximately [removed: $6.3] [added: $5.6] billion and [removed: $6.0] [added: $6.3] billion, respectively.

However, the fair value of these instruments would increase by approximately [removed: $214] [added: $126] million if interest rates were to decline by 10% from their levels [removed: as of] [added: at] December 31, [removed: 2021.][added: 2022.]

As of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] CERC had outstanding fixed-rate debt aggregating [removed: $2.5] [added: $3.5] billion and [removed: $2.1] [added: $2.5] billion, respectively, in principal amount and having a fair value of [removed: $2.8] [added: $3.3] billion and [removed: $2.5] [added: $2.8] billion, respectively.

However, the fair value of [removed: these instruments] [added: the debt component] would increase by approximately [removed: $71] [added: $1] million if interest rates were to decline by 10% from [removed: their] levels at December 31, [removed: 2021.][added: 2022.]

As discussed in Note [removed: 12] [added: 11] to the consolidated financial statements, the ZENS obligation is bifurcated into a debt component and a derivative component.

The debt component of [removed: $10] [added: $7] million at December 31, [removed: 2021] [added: 2022] 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.

[removed: However, the fair value of the debt component would increase by] approximately [removed: $1] [added: $510] million if interest rates were to decline by 10% from [added: their] levels [removed: at] [added: as of] December 31, [removed: 2021.][added: 2022.]

Changes in the fair value of the derivative component, a [removed: $903] [added: $578] million recorded liability at December 31, [removed: 2021,] [added: 2022,] are recorded in CenterPoint Energy’s Statements of Consolidated Income and, therefore, it is exposed to changes in the fair value of the derivative component as a result of changes in the underlying risk-free interest rate.

[removed: free] [added: If the risk-free] interest rate were to increase by 10% from December 31, [removed: 2021] [added: 2022] levels, the fair value of the derivative component liability would decrease by approximately $1 million, which would be recorded as an unrealized gain in CenterPoint Energy’s Statements of Consolidated Income.

CenterPoint Energy is exposed to equity market value risk through its ownership of 10.2 million shares of AT&T [removed: Common and] [added: Common,] 0.9 million shares of Charter [added: Common and 2.5 million shares of WBD] Common, which CenterPoint Energy holds to facilitate its ability to meet its obligations under the [removed: ZENS and through its ownership of 51 million shares of Energy Transfer Common Units and 0.2 million shares of Energy Transfer Series G Preferred Units.][added: ZENS.]

See Note [removed: 12] [added: 11] to the consolidated financial statements for a discussion of CenterPoint Energy’s ZENS [removed: obligation and the Energy Transfer Common Units and Energy Transfer Series G Preferred Units that CenterPoint Energy holds.][added: obligation.]

A decrease of 10% from the December 31, [removed: 2021] [added: 2022] aggregate market value of these shares would result in a net loss of less than $1 million, which would be recorded as a loss on debt securities in CenterPoint Energy’s Statements of Consolidated Income.

[added: However,] CenterPoint Energy’s regulated operations in Indiana have limited exposure to commodity price risk for transactions involving purchases and sales of natural gas, coal and purchased power for the benefit of retail customers due to current state regulations, which, subject to compliance with those regulations, allow for recovery of the cost of such purchases through natural gas and fuel cost adjustment mechanisms.

As of December 31, [removed: 2021,] [added: 2022,] the recorded fair value of non-trading energy derivative assets was [removed: $14] [added: $11] million for CenterPoint Energy’s utility natural gas operations in Indiana, which is offset by a regulatory asset.

[removed: Although CenterPoint Energy’s regulated operations are exposed to limited commodity price risk, natural] [added: 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.

In 2023, SIGECO expects to remarket $186 million of tax-exempt debt at then market rates due to mandatory purchase or mandatory tender for purchase provisions.

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%.

For further information regarding CenterPoint Energy’s Series A Preferred Stock, see Note 12 to the consolidated financial statements.

CenterPoint Energy has no floating rate notes maturing in 2023, other than the CERC floating rate notes discussed below.

CERC has $575 million of floating rate notes maturing in 2023 that will be refinanced at current rates.

However, the fair value of these instruments would increase by

CenterPoint Energy has no fixed-rate senior notes maturing in 2023, other than the CERC senior notes discussed below.

Houston Electric has no fixed-rate general mortgage bonds maturing in 2023.

CERC has $757 million of fixed-rate senior notes maturing in 2023 that will be refinanced at current rates.

CenterPoint Energy’s regulated operations are exposed to commodity price risk during severe weather events such as hurricanes, tornadoes and severe winter weather conditions.

Severe weather events can increase commodity prices related to natural gas, coal and purchased power, which may increase our costs of providing service, and those costs may not be recoverable in rates.

Recovery of cost increases driven by rising commodity prices during severe weather events could be resisted by our regulators and our regulators might attempt to deny or defer timely recovery of those costs.

If the risk-

Except as discussed in Note [removed: 14] [added: 13] to the consolidated financial statements, no registrant has an obligation in respect of any other registrant’s debt securities, and holders of such debt securities should not consider the financial resources or results of operations of any registrant other than the obligor in making a decision with respect to such securities.

CenterPoint Energy’s operating subsidiaries own and operate electric transmission, distribution and generation facilities and natural gas distribution facilities and provide energy [removed: performance contracting] [added: services] and [removed: sustainable infrastructure services.][added: other related activities.]

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

- SIGECO provides energy delivery services to electric and natural gas customers located in and near Evansville in southwestern Indiana and owns and operates electric generation assets to serve its electric customers and optimizes those assets in the wholesale power [removed: market; and][added: market.]

As of December 31, [removed: 2021,] [added: 2022,] CenterPoint Energy’s reportable segments were Electric and Natural Gas.

*Discontinued Operations.* For a discussion of discontinued operations and [removed: divestitures during 2021 and 2020,] [added: divestitures,] see Note 4 to the consolidated financial statements.

For additional information about the segments, see Note [removed: 18] [added: 17] to the consolidated financial statements.

- our Supplier Code of [removed: Conduct:][added: Conduct;]

Houston Electric is a transmission and distribution electric utility that operates wholly within the state of [removed: Texas and is a member of ERCOT.][added: Texas.]

[removed: ERCOT] [added: Houston Electric is a member of ERCOT, which] serves as the independent system operator and regional reliability coordinator for member electric power systems in most of Texas.

Houston Electric does not make direct retail or wholesale sales of electric energy or own or operate any power generation generating facilities other than [removed: 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.][added: TEEEF.]

For further discussion of the Securitization Bonds and the outstanding balances as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] see Note [removed: 14] [added: 13] to the consolidated financial statements.

[removed: As of December 31, 2021,] Houston Electric’s customers [removed: consisted] [added: consist] of [removed: approximately 59] REPs, which sell electricity to [removed: approximately 2.7 million] metered customers in Houston Electric’s certificated service area, and municipalities, electric cooperatives and other distribution companies located outside Houston Electric’s certificated service area.

For information regarding Houston Electric’s major customers, see Note [removed: 18] [added: 17] to the consolidated financial statements.

The table below reflects the number of [added: REPs and] metered customers in Houston Electric’s service area as of December 31, [removed: 2021:][added: 2022:]

| | | | [added: REPs | | | | | |] Residential | | | | | | Commercial/ Industrial | | | | | | Total Customers | | |

As of December 31, [removed: 2021,] [added: 2022,] Indiana Electric supplied electric service to the following:

Total load and the related reserve margin at the time of the system summer peak on [removed: August 26, 2021,] [added: June 13, 2022,] is presented below in MW, except for reserve margin at peak.

| Total load at peak | | | [removed: 1,003] [added: 1,020] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Generating capability | | | [removed: 1,217] [added: 1,212] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Purchase supply (effective capacity) | | | [removed: 38] [added: 36] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Interruptible contracts & direct load control | | | [removed: 36] [added: 9] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total power supply capacity | | | [removed: 1,291] [added: 1,257] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Reserve margin at peak | | | [removed: 29] [added: 23] | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

The winter peak load for the [removed: 2020-2021] [added: 2021-2022] season of approximately [removed: 742] [added: 758] MW occurred on [removed: February 15, 2021.][added: January 10, 2022.]

[removed: As part of its power portfolio, Indiana Electric is a 1.5% shareholder in the OVEC, and based] [added: Based] on its participation in the ICPA between OVEC and its shareholder companies, [removed: many of whom are regulated electric utilities,] Indiana Electric has the right to 1.5% of OVEC’s generating capacity [removed: output, which, as] [added: output and shares in 1.5%] of [removed: December 31, 2021, was approximately 32 MW.][added: the operating expenses and debt obligations of OVEC.]

[removed: During 2021, in] [added: (1)Represents volume] intervals when purchases from the MISO were in excess of generation sold to the [removed: MISO, the net purchases were 83 GWh.][added: MISO.]

[removed: During the year ended December 31, 2021, in] [added: (2)Represents volume] intervals when sales to the MISO were in excess of purchases from the [removed: MISO, the net sales were 1,457 GWh.][added: MISO.]

As of December 31, [removed: 2021,] [added: 2022,] Indiana Electric had interconnections with Louisville Gas and Electric Company, Duke Energy Shared Services, Inc., Indianapolis Power & Light Company, Hoosier Energy Rural Electric Cooperative, Inc. and Big Rivers Electric Corporation providing the ability to simultaneously interchange approximately 750 MW during peak load periods.

[removed: As a result, interchange capability varies based on] regional transmission system configuration, generation dispatch, seasonal facility ratings and other factors.

CenterPoint Energy’s and CERC’s Natural Gas also provided services in Minnesota consisting of residential appliance repair and maintenance services along with HVAC equipment sales and home repair protection plans to natural gas customers in [removed: Arkansas,] Indiana, Mississippi, [removed: Ohio, Oklahoma] [added: Ohio] and Texas through a third party as of December 31, [removed: 2021.][added: 2022.]

The table below reflects the number of CenterPoint Energy’s and CERC’s Natural Gas customers by state as of December 31, [removed: 2021:][added: 2022:]

The largest metropolitan areas served in each state were Houston, Texas; Minneapolis, Minnesota; [removed: Little Rock, Arkansas;] Shreveport, Louisiana; Biloxi, Mississippi; [removed: Lawton, Oklahoma;] Evansville, Indiana; and Dayton, Ohio.

[removed: Energy’s Natural Gas total throughput and] [added: In 2022, approximately] 68% of [added: CenterPoint Energy’s and] CERC’s Natural Gas total throughput occurred in the first and fourth quarters.

[removed: *Supply and Transportation.*] In [removed: 2021,] [added: 2022,] CenterPoint Energy’s Natural Gas purchased virtually all of its natural gas supply pursuant to contracts with remaining terms varying from a few months to three-year terms.

CenterPoint Energy’s and CERC’s Natural Gas transports their natural gas supplies through various intrastate and interstate pipelines under contracts with remaining terms, including extensions, varying from one to [removed: fifteen] [added: fourteen] years.

[removed: CenterPoint Energy’s] and CERC’s Natural Gas anticipates that these gas supply and transportation contracts will be renewed or replaced prior to their expiration.

[removed: | CenterPoint Energy | | | | | | | | | | | | | | | | | | | | | | | |][added: CenterPoint Energy’s]

| [removed: CenterPoint Energy] | | | [removed: | | |] [added: CenterPoint Energy] | | | | | | [added: CERC] | | |

[removed: Upon expiration of the AMAs with the Energy Services Disposal Group discussed in Note 4 to the consolidated financial statements,] CenterPoint Energy’s and CERC’s Natural Gas businesses [removed: entered into new third-party] [added: continue to utilize] AMAs [removed: beginning in April 2021] associated with their utility distribution service in [removed: Arkansas,] Indiana, Louisiana, [removed: Mississippi, Oklahoma] [added: Minnesota, Mississippi] and Texas.

CenterPoint Energy’s indirect, wholly-owned subsidiaries include:

- CERC Corp. (i) directly owns and operates natural gas distribution systems in Louisiana, Minnesota, Mississippi and Texas, (ii) indirectly, through Indiana Gas and VEDO, owns and operates natural gas distribution systems in Indiana and Ohio, respectively, and (iii) owns and operates permanent pipeline connections through interconnects with various interstate and intrastate pipeline companies through CEIP.

- Energy Systems Group provides energy performance contracting and sustainable infrastructure services, such as renewables, distributed generation and combined heat and power projects.

On August 15, 2022, Restoration Bond Company repaid in full its last outstanding system restoration bonds at maturity.

| Texas gulf coast | | | 64 | | | | | | 2,402,329 | | | | | | 304,269 | | | | | | 2,706,598 | | |

| Southwestern Indiana | | | 132,402 | | | | | | 19,249 | | | | | | 151,651 | | |

Indiana Electric has entered into various PPAs to purchase solar power to meet its future generation needs as reported in the table below.

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| PPA with | | | | | | Location | | | | | | Expected Date in Service | | | | | | Capacity (MW) | | | | | | Term (in Years) | | |

| Clenera | | | | | | Warrick County, Indiana | | | | | | 2025 | | | | | | 100 | | | | | | 25 | | |

| Oriden | | | | | | Vermillion County, Indiana | | | | | | 2025 | | | | | | 185 | | | | | | 15 | | |

| Origis | | | | | | Knox County, Indiana | | | | | | 2024 | | | | | | 150 | | | | | | 20 | | |

| | | | | | | | | | | | | | | | | | | 435 | | | | | | | | |

For further information about Indiana Electric’s solar power activities, see “Item 2.

Properties” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Regulatory Matters” in Item 7 of Part II of this report, which discussion is incorporated herein by reference.

Major suppliers are those that account for greater than 10% of Indiana Electric’s coal purchases and were as follows for the year ended December 31, 2022:

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| Sunrise LLC | | | 88 | | % |

| Peabody Coal Sales LLC | | | 11 | | % |

| Total of major suppliers | | | 99 | | % |

The remaining 1% of coal purchases were spot purchases.

The table below presents information related to coal purchases during the year ended December 31, 2022 and coal inventory as of December 31, 2022.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| | | | (In tons, except average cost per ton) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Coal purchased for generating electricity | | | 2,398,365 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Coal inventory as of December 31, 2022 | | | 420,750 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Average cost of coal per ton | | | $58.32 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Fuel Type | | | | | | Provider | | | | | | Location | | | | | | Contract Expiration | | | | | | Capacity (MW) | | | | | | Purchased in 2022 (in GWh) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Coal | | | | | | OVEC (1) | | | | | | Indiana and Ohio | | | | | | n/a | | | | | | 32 | | | | | | 179 | | |

| Wind | | | | | | Benton County Wind Farm, LLC | | | | | | Benton County, Indiana | | | | | | 2028 | | | | | | 30 | | | | | | 86 | | |

| Wind | | | | | | Fowler Ridge II Wind Farm, LLC | | | | | | Benton/Tippecanoe Counties, Indiana | | | | | | 2029 | | | | | | 50 | | | | | | 147 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | 112 | | | | | | 412 | | |

(1)As part of its power portfolio, Indiana Electric is a 1.5% shareholder in the OVEC.

CERC Corp. is an indirect, wholly-owned subsidiary of CenterPoint Energy that owns and operates natural gas distribution facilities in several states, with operating subsidiaries that own and operate permanent pipeline connections through interconnects with various interstate and intrastate pipeline companies.

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

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

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

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

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Texas gulf coast | | | 2,359,168 | | | | | | 301,770 | | | | | | 2,660,938 | | |

| Southwestern Indiana | | | 131,125 | | | | | | 19,257 | | | | | | 150,382 | | |

| | | | 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Indiana Electric’s most recently completed 50 MW solar array, which was approved by the IURC in 2018, was placed into service in early 2021 and consists of approximately 150,000 solar panels distributed across 300 acres along Indiana State Road 545 between Troy and New Boston, Indiana.

Indiana Electric entered into a BTA with a subsidiary of Capital Dynamics to build a 300 MW solar array in Posey County, Indiana.

Indiana Electric received approval from the IURC on October 27, 2021.

Subsequently, due to the rising costs for the project, caused in part by supply chain issues in the energy industry and the rising costs of commodities, we, along with Capital Dynamics, recently announced plans to downsize the project to approximately 200 MW.

Indiana Electric collaboratively agreed to the scope change and is currently working through contract negotiations, contingent on further IURC review and approval.

Indiana Electric also received approval to purchase 100 MW of solar power in Warrick County, Indiana, under a 25-year PPA, with the related solar array expected to be completed in late 2023.

Commercial operation is currently projected to begin in 2024.

Approximately 2.2 million tons were purchased for generating electricity during 2021.

Indiana Electric’s coal inventory was approximately 246,000 tons as of December 31, 2021.

The average cost of coal per ton purchased and delivered in 2021 was $52.02.

Since August 2014, Indiana Electric has purchased substantially all of its coal from Sunrise Coal, LLC.

Per the ICPA, Indiana Electric is charged demand charges which are based on OVEC’s operating expenses, including its financing costs.

Those demand charges are available to pass through to customers under Indiana Electric’s fuel adjustment clause.

Under the ICPA, and while OVEC’s plants are operating, Indiana Electric is severally responsible for its share of OVEC’s debt obligations.

Based on OVEC’s current financing, as of September 30, 2021, Indiana Electric’s 1.5% share of OVEC’s debt obligation equates to between $17 million and $20 million, depending on revolving capacity commitments.

Moody’s rates OVEC one notch below investment grade, with a positive outlook.

Fitch rates OVEC BBB- with a stable outlook.

S&P Global withdrew its ratings on January 9, 2020 at OVEC’s request.

In 2021, Indiana Electric purchased approximately 134 GWh from OVEC.

If a default were to occur by a member, any reallocation of the existing debt requires consent of the remaining ICPA participants.

If any such reallocation were to occur, Indiana Electric would expect to recover any related costs through the fuel adjustment clause, as it does currently for its 1.5% share.

In April 2008, Indiana Electric executed a capacity contract with Benton County Wind Farm, LLC to purchase as much as 30 MW from a wind farm located in Benton County, Indiana, with IURC approval.

The contract expires in 2029.

Indiana Electric purchased approximately 77 GWh under this contract in 2021.

In December 2009, Indiana Electric executed a 20-year power purchase agreement with Fowler Ridge II Wind Farm, LLC to purchase as much as 50 MW of energy from a wind farm located in Benton and Tippecanoe Counties in Indiana, with the approval of the IURC.

Indiana Electric purchased approximately 129 GWh under this contract in 2021.

In total, wind resources provided approximately 3% of total GWh sourced in 2021.

Upon consummation of the Merger, CenterPoint Energy added the legacy natural gas utility services of Vectren, which includes the natural gas utility operations of Indiana Gas, SIGECO and VEDO and provides natural gas distribution and transportation services to nearly two-thirds of Indiana and west central Ohio.

The Indiana and Ohio service areas contain diversified manufacturing and agriculture-related enterprises.

In 2021, approximately 36% and 40% of CenterPoint Energy’s and CERC’s Natural Gas total throughput was to residential customers and approximately 64% and 60% was to commercial and industrial and transportation customers, respectively.

For a discussion of material legal and regulatory [added: proceedings, including environmental legal] proceedings [removed: affecting] [added: that involve a governmental authority as a party and that] the Registrants [removed: as] [added: reasonably believe would result in $1,000,000 or more] of [removed: December 31, 2021,] [added: 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 “Business — Regulation” and “Business — Environmental Matters” in Item 1 of this report, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Regulatory Matters” in Item 7 of this report and Note [removed: 16(e)] [added: 15(d)] to the consolidated financial statements, which information is incorporated herein by reference.

| | | | FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2021] [added: 2022] | | |

The aggregate market values of the voting stock held by non-affiliates of the Registrants as of June 30, [removed: 2021] [added: 2022] 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) | | | | | | [removed: $14,445,680,164] [added: $18,490,009,390] | | |

Indicate the number of shares outstanding of each of the issuers’ classes of common stock as of February [removed: 15, 2022:][added: 9, 2023:]

| CenterPoint Energy, Inc. | | | [removed: 628,936,067] [added: 629,788,724] | | | shares of common stock outstanding, excluding 166 shares held as treasury stock | | |

Portions of the definitive proxy statement relating to the [removed: 2022] [added: 2023] Annual Meeting of Shareholders of CenterPoint Energy, which will be filed with the Securities and Exchange Commission within 120 days of December 31, [removed: 2021,] [added: 2022,] are incorporated by reference in Item 10, Item 11, Item 12, Item 13 and Item 14 of Part III of this Form 10-K.

| Item 1. | | | | | | Business | | | | | | [removed: [1](#i0b01e54b47c242c9bf7278aee4b9ae35_19)] [added: [1](#i901cdf5c434a4670a16ce50f2e127cee_19)] | | |

| Item 1A. | | | | | | Risk Factors | | | | | | [removed: [17](#i0b01e54b47c242c9bf7278aee4b9ae35_40)] [added: [17](#i901cdf5c434a4670a16ce50f2e127cee_43)] | | |

| Item 1B. | | | | | | Unresolved Staff Comments | | | | | | [removed: [36](#i0b01e54b47c242c9bf7278aee4b9ae35_43)] [added: [36](#i901cdf5c434a4670a16ce50f2e127cee_46)] | | |

| Item 2. | | | | | | Properties | | | | | | [removed: [37](#i0b01e54b47c242c9bf7278aee4b9ae35_46)] [added: [36](#i901cdf5c434a4670a16ce50f2e127cee_49)] | | |

| Item 3. | | | | | | Legal Proceedings | | | | | | [removed: [39](#i0b01e54b47c242c9bf7278aee4b9ae35_49)] [added: [40](#i901cdf5c434a4670a16ce50f2e127cee_52)] | | |

| Item 4. | | | | | | Mine Safety Disclosures | | | | | | [removed: [39](#i0b01e54b47c242c9bf7278aee4b9ae35_52)] [added: [40](#i901cdf5c434a4670a16ce50f2e127cee_55)] | | |

| Item 5. | | | | | | Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | | | | [removed: [39](#i0b01e54b47c242c9bf7278aee4b9ae35_58)] [added: [40](#i901cdf5c434a4670a16ce50f2e127cee_61)] | | |

| Item 6. | | | | | | Selected Financial Data | | | | | | [removed: [39](#i0b01e54b47c242c9bf7278aee4b9ae35_61)] [added: [40](#i901cdf5c434a4670a16ce50f2e127cee_64)] | | |

| Item 7. | | | | | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | | | | [removed: [40](#i0b01e54b47c242c9bf7278aee4b9ae35_67)] [added: [41](#i901cdf5c434a4670a16ce50f2e127cee_70)] | | |

| Item 7A. | | | | | | Quantitative and Qualitative Disclosures About Market Risk | | | | | | [removed: [77](#i0b01e54b47c242c9bf7278aee4b9ae35_109)] [added: [76](#i901cdf5c434a4670a16ce50f2e127cee_112)] | | |

| Item 8. | | | | | | Financial Statements and Supplementary Data | | | | | | [removed: [78](#i0b01e54b47c242c9bf7278aee4b9ae35_112)] [added: [78](#i901cdf5c434a4670a16ce50f2e127cee_115)] | | |

| Item 9. | | | | | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | | | | | [removed: [177](#i0b01e54b47c242c9bf7278aee4b9ae35_253)] [added: [176](#i901cdf5c434a4670a16ce50f2e127cee_268)] | | |

| Item 9A. | | | | | | Controls and Procedures | | | | | | [removed: [177](#i0b01e54b47c242c9bf7278aee4b9ae35_256)] [added: [176](#i901cdf5c434a4670a16ce50f2e127cee_271)] | | |

| Item 9B. | | | | | | Other Information | | | | | | [removed: [180](#i0b01e54b47c242c9bf7278aee4b9ae35_259)] [added: [179](#i901cdf5c434a4670a16ce50f2e127cee_274)] | | |

| Item 9C. | | | | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | | | | | [removed: [180](#i0b01e54b47c242c9bf7278aee4b9ae35_259)] [added: [179](#i901cdf5c434a4670a16ce50f2e127cee_274)] | | |

| Item 10. | | | | | | Directors, Executive Officers and Corporate Governance | | | | | | [removed: [180](#i0b01e54b47c242c9bf7278aee4b9ae35_265)] [added: [179](#i901cdf5c434a4670a16ce50f2e127cee_283)] | | |

| Item 11. | | | | | | Executive Compensation | | | | | | [removed: [180](#i0b01e54b47c242c9bf7278aee4b9ae35_268)] [added: [180](#i901cdf5c434a4670a16ce50f2e127cee_286)] | | |

| Item 12. | | | | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | | | | [removed: [180](#i0b01e54b47c242c9bf7278aee4b9ae35_271)] [added: [180](#i901cdf5c434a4670a16ce50f2e127cee_289)] | | |

| Item 13. | | | | | | Certain Relationships and Related Transactions, and Director Independence | | | | | | [removed: [180](#i0b01e54b47c242c9bf7278aee4b9ae35_274)] [added: [180](#i901cdf5c434a4670a16ce50f2e127cee_292)] | | |

| Item 14. | | | | | | Principal Accounting Fees and Services | | | | | | [removed: [180](#i0b01e54b47c242c9bf7278aee4b9ae35_277)] [added: [180](#i901cdf5c434a4670a16ce50f2e127cee_295)] | | |

| Item 15. | | | | | | Exhibits and Financial Statement Schedules | | | | | | [removed: [181](#i0b01e54b47c242c9bf7278aee4b9ae35_283)] [added: [181](#i901cdf5c434a4670a16ce50f2e127cee_301)] | | |

| Item 16. | | | | | | Form 10-K Summary | | | | | | [removed: [182](#i0b01e54b47c242c9bf7278aee4b9ae35_286)] [added: [181](#i901cdf5c434a4670a16ce50f2e127cee_304)] | | |

| CODM | | | | | | Chief Operating Decision [removed: Maker, who is each Registrant’s Chief Operating Executive] [added: Maker] | | |

| ESPC | | | | | | Energy Savings Performance [removed: Contracting] [added: Contract] | | |

| Indiana Gas | | | | | | Indiana Gas Company, Inc., a wholly-owned subsidiary of [removed: Vectren] [added: CERC Corp.] | | |

| ZENS-Related Securities | | | | | | As of [removed: both] December 31, [removed: 2021] [added: 2022, consisted of AT&T Common, Charter Common] and [removed: 2020,] [added: WBD Common and as of December 31, 2021,] consisted of AT&T Common and Charter Common | | |

| [removed: 2020] [added: 2021] Form 10-K | | | | | | Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2020] [added: 2021] | | |

In this Form 10-K, unless context requires otherwise, the terms “our,” “we” and “us” are used as abbreviated references to CenterPoint Energy, Inc. together with its consolidated subsidiaries, including Houston Electric, CERC and [removed: Vectren.][added: SIGECO.]

“Risk Factors” were actually to occur, CenterPoint Energy’s, Houston Electric’s and CERC’s business, financial condition, results of operations or cash flows could be [removed: materially] adversely affected.

[removed: Risk Factors Affecting Electric] [added: *Electric] Generation, Transmission and Distribution [removed: Businesses (CenterPoint] [added: (CenterPoint] Energy and Houston [removed: Electric)][added: Electric)*]

- Rate regulation of [removed: Houston Electric’s] [added: Registrants’ Electric] and [removed: Indiana Electric’s] [added: Natural Gas] businesses may delay or deny their ability to earn an expected return and fully [added: and timely] recover their costs.

- Disruptions at power generation [removed: facilities owned by third parties] [added: facilities, generation inadequacy] or directives issued by regulatory authorities could cause interruptions in Houston Electric’s and Indiana Electric’s ability to provide transmission and distribution services and adversely affect their reputation, financial condition, results of operations and cash flows.

- Indiana Electric’s execution of its generation transition plan, including its [removed: IRP,] [added: IRPs,] are subject to various risks, including timely recovery of capital investments and increased costs and risks related to the timing and cost of development and/or construction of new generation facilities.

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

| | | | | | | | | | NYSE Chicago | | |

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

| CenterPoint Energy, Inc. | | | | | | o | | |

| CenterPoint Energy Houston Electric, LLC | | | | | | o | | |

| CenterPoint Energy Resources Corp. | | | | | | o | | |

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

| CenterPoint Energy, Inc. | | | | | | o | | |

| CenterPoint Energy Houston Electric, LLC | | | | | | o | | |

| CenterPoint Energy Resources Corp. | | | | | | o | | |

| AFSI | | | | | | Adjusted financial statement income | | |

| 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 | | |

| CPCN | | | | | | Certificate of public convenience and necessity | | |

| DE&I Council | | | | | | Diversity, Equity and Inclusion Council | | |

| DOC | | | | | | U.S. Department of Commerce | | |

| ERG | | | | | | Employee Resource Group | | |

| General Mortgage | | | | | | General Mortgage Indenture, dated as of October 10, 2002, between CenterPoint Energy Houston Electric, LLC and JPMorgan Chase Bank, as Trustee, as supplemented | | |

| IRA | | | | | | Inflation Reduction Act of 2022 | | |

| 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 | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Oriden | | | | | | Oriden LLC | | |

| Origis | | | | | | Origis Energy USA Inc. | | |

| OUCC | | | | | | Indiana Office of Utility Consumer Counselor | | |

| PTCs | | | | | | Production Tax Credits | | |

| Restructuring | | | | | | CERC Corp.’s common control acquisition of Indiana Gas and VEDO from VUH on June 30, 2022 | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

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| | | | | | | | | |

| TEEEF | | | | | | Assets leased or costs incurred as “temporary emergency electric energy facilities” under Section 39.918 of the Public Utility Regulatory Act, also referred to as mobile generation | | |

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| | | | | | | | | |

| | | | | | | | | |

| UWUA | | | | | | Utility Workers Union of America | | |

| | | | | | | | | |

| | | | | | | | | |

| 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 the Merger Date, and, after the Restructuring, is held indirectly by CenterPoint Energy through Vectren Affiliated Utilities, Inc. | | |

| | | | | | | | | | Chicago Stock Exchange | | |

| APSC | | | | | | Arkansas Public Service Commission | | |

| Capital Dynamics | | | | | | Capital Dynamics, Inc., a Delaware corporation | | |

| CNP Midstream | | | | | | CenterPoint Energy Midstream, Inc., a wholly-owned subsidiary of CenterPoint Energy | | |

| COVID-19 ERP | | | | | | COVID-19 Electricity Relief Program | | |

| First Amendment | | | | | | First Amendment to the Change in Control Plan, effective March 1, 2021 | | |

| Forward Sale Agreement | | | | | | Contingent forward sale agreement for 50 million Energy Transfer Common Units, dated September 21, 2021, by and between CNP Midstream and an investment banking financial institution | | |

| FRP | | | | | | Formula Rate Plan | | |

| Internal Spin | | | | | | CERC’s contribution of its equity investment in Enable to CNP Midstream (detailed in Note 11 to the consolidated financial statements) | | |

| MLP | | | | | | Master Limited Partnership | | |

| OCC | | | | | | Oklahoma Corporation Commission | | |

| PBRC | | | | | | Performance Based Rate Change | | |

| Posey Solar | | | | | | Posey Solar, LLC, a Delaware limited liability company | | |

| RCRA Mechanism | | | | | | Reliability Cost and Revenue Adjustment mechanism | | |

| Tenaska | | | | | | Tenaska Wind Holdings, LLC | | |

| TOB | | | | | | Tariffed On Bill | | |

| VCC | | | | | | Vectren Capital Corp., a wholly-owned subsidiary of Vectren | | |

| Vectren | | | | | | Vectren Corporation, a wholly-owned subsidiary of CenterPoint Energy as of the Merger Date | | |

| VEDO | | | | | | Vectren Energy Delivery of Ohio, Inc., a wholly-owned subsidiary of Vectren | | |

| VUHI | | | | | | Vectren Utility Holdings, Inc., a wholly-owned subsidiary of Vectren | | |

Risk Factors Associated with Our Consolidated Financial Condition

- Dividend requirements associated with CenterPoint Energy’s Series A Preferred Stock subject it to certain risks.

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

- Rate regulation of Natural Gas may delay or deny its ability to earn an expected return and fully recover its costs.

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

We could also experience reduced demand for our services, including certain local initiatives to prohibit new natural gas service and increase electrification initiatives.

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

General Risk Factors Affecting Our Businesses

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

The following discussion is based on the Registrants’ businesses as of December 31, [removed: 2021.][added: 2022.]

All real and tangible properties of Houston Electric, subject to certain exclusions, are currently subject [removed: to:][added: to the lien of the M&DOT and the lien of the General Mortgage, which is junior to the lien of the M&DOT.]

No first mortgage bonds are outstanding under the [removed: Mortgage] [added: M&DOT] and Houston Electric is contractually obligated to not issue any additional first mortgage bonds under the [removed: Mortgage] [added: M&DOT] and is undertaking actions to release the lien of the [removed: Mortgage.][added: M&DOT and terminate the M&DOT.]

For information related to debt outstanding under the General Mortgage, see Note [removed: 14] [added: 13] to the consolidated financial statements.

- the lien of the [removed: First] [added: Amended and Restated] Mortgage Indenture dated as of [removed: April] [added: January] 1, [removed: 1932,] [added: 2023,] between SIGECO (Indiana Electric) and [removed: Bankers Trust Company, as Trustee, and] Deutsche [removed: Bank,] [added: Bank Trust Company Americas (formerly known] as [removed: successor Trustee,] [added: Bankers Trust Company),] as [removed: supplemented by various supplemental indentures.][added: Trustee.]

*Electric Lines - Transmission and Distribution.* As of December 31, [removed: 2021,] [added: 2022,] Houston Electric and Indiana Electric owned and operated the following electric transmission and distribution lines:

| 345 kV | | | | | | 1,445 | | | | | | — | | | | | | [removed: 63] [added: 48] | | | | | | 15 | | |

*Generating Capacity.* As of December 31, [removed: 2021,] [added: 2022,] Indiana Electric had [removed: 1,217] [added: 1,212] MW of installed generating capacity, as set forth in the following table.

| A.B. Brown [added: (1)] | | | | | | 1 | | | | | | Posey County | | | | | | 1979 | | | | | | 245 | | |

| A.B. Brown [added: (1)] | | | | | | 2 | | | | | | Posey County | | | | | | 1986 | | | | | | [removed: 245] [added: 240] | | |

| Warrick [removed: (1)] [added: (2)] | | | | | | 4 | | | | | | Warrick County | | | | | | 1970 | | | | | | 150 | | |

| Total Coal Capacity | | | | | | | | | | | | | | | | | | | | | | | | [removed: 1,000] [added: 995] | | |

| Brown [removed: (2)] [added: (3)] | | | | | | 3 | | | | | | Posey County | | | | | | 1991 | | | | | | 80 | | |

| Total Generating Capacity [removed: (3)] [added: (4)] | | | | | | | | | | | | | | | | | | | | | | | | [removed: 1,217] [added: 1,212] | | |

[removed: (1)SIGECO] [added: (2)SIGECO] and AGC own a 300 MW unit at the Warrick Power Plant as tenants in common.

[removed: (2)Brown] [added: (3)Brown] Unit 3 is also equipped to burn oil.

[removed: (3)Excludes] [added: (4)Excludes] 1.5% participation in OVEC.

*Mobile Generation.* As allowed by a [removed: new] law enacted by the Texas legislature after the February 2021 Winter Storm Event, Houston Electric is [removed: now] leasing [removed: mobile generation facilities that can provide temporary emergency electric energy] [added: TEEEF] that can aid in restoring power to customers during certain widespread power outages that are impacting its distribution system.

[removed: These service] [added: *Service Centers.* Service] centers consist of office buildings, warehouses and repair facilities that are used in the business of transmitting and distributing electricity.

As of December 31, [removed: 2021,] [added: 2022,] CenterPoint Energy’s and CERC’s Natural Gas owned approximately [removed: 100,000] [added: 84,000] and [removed: 78,000] [added: 81,000] linear [removed: miles] [added: miles, respectively,] of natural gas distribution and transmission mains, respectively, varying in size from one-half inch to 24 inches in diameter.

CenterPoint Energy’s [added: and CERC’s] Natural Gas in Indiana and Ohio includes approximately 22,000 [removed: miles] [added: and 19,000 miles, respectively,] of distribution and transmission mains, all of which are located in Indiana and Ohio except [removed: for] [added: for, in the case of CenterPoint Energy,] pipeline facilities extending from points in northern Kentucky to points in southern Indiana so that gas may be transported to Indiana and sold or transported to customers in Indiana.

Generally, in each of the cities, towns and rural areas served by CenterPoint Energy’s and CERC’s Natural Gas, they [added: own the underground gas mains and service lines, metering and regulating equipment located on customers’ premises and the district regulating equipment necessary for pressure maintenance.]

As of December 31, [removed: 2021, CEIP] [added: 2022, CenterPoint Energy and CERC, through CEIP,] owned and operated over [removed: 285] [added: 217] miles of intrastate pipeline in [removed: Louisiana, Texas] [added: Louisiana] and [removed: Oklahoma.][added: Texas.]

| 69 kV | | | | | | 213 | | | | | | 2 | | | | | | 566 | | | | | | — | | |

| 138 kV | | | | | | 2,290 | | | | | | 24 | | | | | | 407 | | | | | | 9 | | |

| Total | | | | | | 3,948 | | | | | | 26 | | | | | | 1,021 | | | | | | 24 | | |

| Distribution lines | | | | | | 29,057 | | | | | | 28,611 | | | | | | 4,615 | | | | | | 2,583 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Generation Source | | | | | | Unit No. | | | | | | Location | | | | | | Date in Service | | | | | | Capacity (MW) | | |

(1)A.B. Brown Units 1 & 2 are expected to be retired by the end of 2023.

*Natural Gas Combustion Turbines.* In 2022, Indiana Electric received approval from the IURC for a CPCN seeking approval to construct two natural gas combustion turbines to replace portions of its existing coal-fired generation fleet.

The turbines are targeted to be operational by year end 2025.

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

*Solar.* Indiana Electric entered into a BTA to build a 300 MW solar array in Posey County, Indiana, which was subsequently downsized to 191 MW.

Additionally, Indiana Electric entered into a BTA to acquire a 130 MW solar array in Pike County, Indiana through a special purpose entity for a capped purchase price.

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

As of December 31, 2022, Houston Electric leased 505 MW of TEEEF.

For more information, see Note 20 to the consolidated financial statements.

*Substations.* A substation is a facility that transforms electricity from a higher voltage to a lower voltage or vice versa.

Generally, this facility is the interface between the transmission system and the distribution grid.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | As of December 31, 2022 | | | | | | | | |

| | | | Number of Substations | | | | | | Transformer Capacity (in Mva) | | |

| Houston Electric | | | 239 | | | | | | 72,050 | | |

| Indiana Electric | | | 110 | | | | | | 6,906 | | |

| Total CenterPoint Energy | | | 349 | | | | | | 78,956 | | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | As of December 31, 2022 | | | | | | | | |

| | | | Number of Service Centers | | | | | | Acres of Land | | |

| Houston Electric | | | 13 | | | | | | 320 | | |

| Indiana Electric | | | 6 | | | | | | 50 | | |

| Total CenterPoint Energy | | | 19 | | | | | | 370 | | |

CenterPoint Energy’s and CERC’s Natural Gas use various third-party storage services or owned natural gas storage facilities to meet peak-day requirements and to manage the daily changes in demand due to changes in weather.

CenterPoint Energy’s and CERC’s Natural Gas may also supplement contracted supplies and storage from time to time with stored LNG and propane-air plant production.

As of December 31, 2022, CenterPoint Energy’s and CERC’s Natural Gas owned and operated the following natural gas facilities:

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | No. of Assets | | | | | | Storage Capacity (Bcf) | | | | | | Working Capacity (Bcf) | | | | | | Maximum Daily Withdrawal Rate (MMcf) | | |

| CenterPoint Energy | | | | | | | | | | | | | | | | | | | | | | | |

| Underground Natural Gas Storage Facility | | | 8 | | | | | | 43 | | | | | | 14 | | | | | | 331 | | |

- the lien of a Mortgage and Deed of Trust (the Mortgage) dated November 1, 1944, as supplemented; and

- the lien of a General Mortgage (the General Mortgage) dated October 10, 2002, as supplemented, which is junior to the lien of the Mortgage.

| 69 kV | | | | | | 216 | | | | | | 2 | | | | | | 564 | | | | | | — | | |

| 138 kV | | | | | | 2,260 | | | | | | 24 | | | | | | 411 | | | | | | 9 | | |

| Total | | | | | | 3,921 | | | | | | 26 | | | | | | 1,038 | | | | | | 24 | | |

| Distribution lines | | | | | | 29,753 | | | | | | 27,172 | | | | | | 4,614 | | | | | | 2,546 | | |

In 2021, Houston Electric entered into two leases for mobile generation: (1) a temporary short-term basis lease initially for 125 MW and that expanded to 220 MW by December 31, 2021 and (2) a 7.5 year lease for up to 505 MW of mobile generation, of which 125 MW was delivered as of December 31, 2021.

*Substations.* As of December 31, 2021, Houston Electric owned 239 major substation sites having a total installed rated transformer capacity of 71,241 Mva.

As of December 31, 2021, Indiana Electric’s transmission system also includes 33 substations with an installed capacity of approximately 4,555 Mva.

In addition, Indiana Electric’s distribution system includes 77 distribution substations with an installed capacity of approximately 2,137 Mva and 56,973 distribution transformers with an installed capacity of 2,580 Mva.

*Service Centers.* As of December 31, 2021, Houston Electric operated 13 regional service centers located on a total of 320 acres of land and Indiana Electric operated 6 regional service centers located on a total of 50 acres of land.

own the underground gas mains and service lines, metering and regulating equipment located on customers’ premises and the district regulating equipment necessary for pressure maintenance.

As of February [removed: 15, 2022,] [added: 9, 2023,] CenterPoint Energy’s common stock was held by approximately [removed: 24,985] [added: 23,939] shareholders of record.

For further information on CenterPoint Energy’s dividends, see Note [removed: 13] [added: 12] to the consolidated financial statements.

During the quarter ended December 31, [removed: 2021,] [added: 2022,] none of CenterPoint Energy’s equity securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 were purchased by or on behalf of CenterPoint Energy or any “affiliated purchasers,” as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934.

As of February [removed: 15, 2022,] [added: 9, 2023,] all of Houston Electric’s 1,000 outstanding common shares were held by Utility Holding, LLC, a wholly-owned subsidiary of CenterPoint Energy.

As of February [removed: 15, 2022,] [added: 9, 2023,] all of CERC Corp.’s 1,000 outstanding shares of common stock were held by Utility Holding, LLC, a wholly-owned subsidiary of CenterPoint Energy.

To the [added: Shareholders and] Board of Directors [removed: and Shareholders] of

We have audited the accompanying consolidated balance sheets of CenterPoint Energy, Inc. and subsidiaries (the "Company") as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related statements of consolidated income, comprehensive income, changes in equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 22, 2022,] [added: 17, 2023,] expressed an unqualified opinion on the Company's internal control over financial reporting.

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved [removed: our] especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

The Company is subject to rate regulation by regulators and commissions in various jurisdictions (collectively, the “Commissions”) that have jurisdiction with respect to the rates of [removed: electric and] gas transmission and distribution companies in those jurisdictions.

The [added: Commissions’] regulation of rates is premised on the full recovery of prudently incurred costs and a reasonable rate of return on invested capital.

[added: Decisions to be made by] the [added: Commissions in the] future will impact the accounting for regulated operations, including decisions about the amount of allowable costs and return on invested capital included in rates and any refunds that may be required.

[removed: While the Company has indicated it] expects to recover costs from customers through regulated rates, there is a risk that the Commissions will not approve: (1) full recovery of the costs of providing utility service, or (2) full recovery of all amounts invested in the utility business and a reasonable return on that investment.

We identified [removed: the impact of] rate regulation as a critical audit matter due to the significant judgments made by management to support its assertions about affected account balances and disclosures and the high degree of subjectivity involved in assessing the impact of future regulatory actions on the financial statements.

[removed: Management] [added: Management’s] judgments include assessing the likelihood of (1) recovery in future rates of incurred costs, (2) a disallowance of capital investments made by the Company and (3) refunds to customers.

Given that certain of management’s accounting judgments are based on assumptions about the outcome of [removed: future] decisions by the Commissions, auditing these judgments required specialized knowledge of accounting for rate regulation and the rate setting process.

Our audit procedures related to the uncertainty of [removed: future] decisions by the Commissions included the following, among others:

- We tested the effectiveness of management’s controls over the evaluation of the likelihood of (1) the recovery in future rates of costs incurred and deferred as regulatory assets, and (2) [removed: refund] [added: refunds] or future reductions in rates that should be reported as regulatory liabilities.

| | | | [added: | | |] 2021 | | | | | | [added: | | | | | |] 2020 | | | | | | [removed: 2019] | | |

| Utility revenues | | | $ | [removed: 8,042] [added: 9,018] | | | | | $ | [removed: 7,049] [added: 8,042] | | | | | $ | [removed: 7,202] [added: 7,049] | |

| Non-utility revenues | | | [removed: 310] [added: 303] | | | | | | [removed: 369] [added: 310] | | | | | | [removed: 362] [added: 369] | | |

| Total | | | [removed: 8,352] [added: 9,321] | | | | | | [removed: 7,418] [added: 8,352] | | | | | | [removed: 7,564] [added: 7,418] | | |

| Utility natural gas, fuel and purchased power | | | [removed: 2,127] [added: 2,887] | | | | | | [removed: 1,488] [added: 2,127] | | | | | | [removed: 1,762] [added: 1,488] | | |

| Non-utility cost of revenues, including natural gas | | | [removed: 208] [added: 204] | | | | | | [removed: 257] [added: 208] | | | | | | 257 | | |

| Operation and maintenance | | | [removed: 2,810] [added: 2,833] | | | | | | [removed: 2,744] [added: 2,810] | | | | | | [removed: 2,775] [added: 2,744] | | |

| Depreciation and amortization | | | [removed: 1,316] [added: 1,288] | | | | | | [removed: 1,189] [added: 1,316] | | | | | | [removed: 1,225] [added: 1,189] | | |

| Taxes other than income taxes | | | [removed: 528] [added: 543] | | | | | | [removed: 516] [added: 528] | | | | | | [removed: 474] [added: 516] | | |

| Goodwill impairment | | | — | | | | | | [removed: 185] [added: —] | | | | | | [removed: —] [added: 185] | | |

| Total | | | [removed: 6,989] [added: 7,755] | | | | | | [removed: 6,379] [added: 6,989] | | | | | | [removed: 6,493] [added: 6,379] | | |

| Operating Income | | | [removed: 1,363] [added: 1,566] | | | | | | [removed: 1,039] [added: 1,363] | | | | | | [removed: 1,071] [added: 1,039] | | |

| Gain (loss) on equity securities | | | [removed: (172)] [added: (227)] | | | | | | [removed: 49] [added: (172)] | | | | | | [removed: 282] [added: 49] | | |

| Gain (loss) on indexed debt securities | | | [removed: 50] [added: 325] | | | | | | [removed: (60)] [added: 50] | | | | | | [removed: (292)] [added: (60)] | | |

| Gain on sale | | | [removed: 8] [added: 303] | | | | | | [removed: —] [added: 8] | | | | | | — | | |

| Interest expense and other finance charges | | | [removed: (508)] [added: (511)] | | | | | | [removed: (501)] [added: (508)] | | | | | | [removed: (528)] [added: (501)] | | |

| Interest expense on Securitization Bonds | | | [removed: (21)] [added: (13)] | | | | | | [removed: (28)] [added: (21)] | | | | | | [removed: (39)] [added: (28)] | | |

| Other income, net | | | [removed: 58] [added: 19] | | | | | | [removed: 64] [added: 17] | | | | | | [removed: 51] [added: 10] | | |

| Total | | | [removed: (585)] [added: (149)] | | | | | | [removed: (476)] [added: (585)] | | | | | | [removed: (526)] [added: (476)] | | |

| Income from Continuing Operations Before Income Taxes | | | [removed: 778] [added: 1,417] | | | | | | [removed: 563] [added: 778] | | | | | | [removed: 545] [added: 563] | | |

| Income tax expense | | | [removed: 110] [added: 360] | | | | | | [removed: 80] [added: 110] | | | | | | [removed: 30] [added: 80] | | |

| Income from Continuing Operations | | | [removed: 668] [added: 1,057] | | | | | | [removed: 483] [added: 668] | | | | | | [removed: 515] [added: 483] | | |

| Income (Loss) from Discontinued Operations (net of tax expense (benefit) of [added: $-0-,] $201, [removed: $(333),] and [removed: $108,] [added: $(333),] respectively) | | | [removed: 818] [added: —] | | | | | | [removed: (1,256)] [added: 818] | | | | | | [removed: 276] [added: (1,256)] | | |

| Net Income (Loss) | | | [removed: 1,486] [added: 1,057] | | | | | | [removed: (773)] [added: 1,486] | | | | | | [removed: 791] [added: (773)] | | |

| Income allocated to preferred shareholders | | | [removed: 95] [added: 49] | | | | | | [removed: 176] [added: 95] | | | | | | [removed: 117] [added: 176] | | |

The impacts of accounting for the economics of rate regulation are pervasive to the financial statements and disclosures.

While the Company has indicated it

| Income allocated to preferred shareholders | | | 49 | | | | | | 95 | | | | | | 176 | | |

| Gain on divestitures | | | (303) | | | | | | (681) | | | | | | — | | |

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments.

The impacts of accounting for the economics of rate regulation are pervasive to the financial statements and disclosures.

We identified rate regulation as a critical audit matter due to the significant judgments made by management to support its assertions about affected account balances and disclosures and the high degree of subjectivity involved in assessing the impact of future regulatory actions on the financial statements.

February 17, 2023

| Interest expense on Securitization Bonds | | | (13) | | | | | | (21) | | | | | | (28) | | |

| VIE Securitization Bonds, net | | | 161 | | | | | | 317 | | |

| Commitments and Contingencies (Note 15) | | | | | | | | | | | |

| Payment of obligation for finance lease | | | (485) | | | | | | (179) | | | | | | — | | |

| Net income | | | | | | | | | 510 | | | | | | | | | | | | 381 | | | | | | | | | | | | 334 | | |

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments.

Impact of Rate Regulation on the Financial Statements — Refer to Notes 2, 4 and 7 to the financial statements

The impacts of accounting for the economics of rate regulation are pervasive to the financial statements and disclosures.

While the Company has indicated it expects to recover costs from customers through regulated rates, there is a risk that the Commissions will not approve: (1) full

recovery of the costs of providing utility service, or (2) full recovery of all amounts invested in the utility business and a reasonable return on that investment.

We identified rate regulation as a critical audit matter due to the significant judgments made by management to support its assertions about affected account balances and disclosures and the high degree of subjectivity involved in assessing the impact of future regulatory actions on the financial statements.

Management’s judgments include assessing the likelihood of (1) recovery in future rates of incurred costs, (2) a disallowance of capital investments made by the Company and (3) refunds to customers.

Given that certain of management’s accounting judgments are based on assumptions about the outcome of decisions by the Commissions, auditing these judgments required specialized knowledge of accounting for rate regulation and the rate setting process.

Our audit procedures related to the uncertainty of decisions by the Commissions included the following, among others:

February 17, 2023

| Utility revenues | | | $ | 4,764 | | | | | $ | 4,143 | | | | | $ | 3,479 | |

| Total | | | 4,800 | | | | | | 4,200 | | | | | | 3,531 | | |

| Utility natural gas | | | 2,607 | | | | | | 1,885 | | | | | | 1,313 | | |

| Total | | | 4,202 | | | | | | 3,607 | | | | | | 3,002 | | |

| Operating Income | | | 598 | | | | | | 593 | | | | | | 529 | | |

| Total | | | 363 | | | | | | (127) | | | | | | (147) | | |

| Income tax expense (benefit) | | | 236 | | | | | | 76 | | | | | | 117 | | |

| Net Income | | | $ | 725 | | | | | $ | 390 | | | | | $ | 199 | |

| Net income | | | $ | 725 | | | | | $ | 390 | | | | | $ | 199 | |

| Comprehensive income | | | $ | 731 | | | | | $ | 390 | | | | | $ | 199 | |

| Non-trading derivative assets | | | 7 | | | | | | 8 | | |

| Goodwill | | | 1,583 | | | | | | 1,583 | | |

| Non-trading derivative assets | | | 2 | | | | | | 4 | | |

| Short-term borrowings | | | $ | 511 | | | | | $ | 7 | |

| Regulatory liabilities | | | 1,801 | | | | | | 1,715 | | |

Accounting for the economics of rate regulation impacts multiple financial statement line items and disclosures, such as property, plant, and equipment, net; prepaid expenses and other current assets; regulatory assets and liabilities; utility revenues and expenses; operation and maintenance expense; depreciation and amortization expense; and income tax expense.

Decisions to be made by the Commissions in

February 22, 2022

| Preferred units - unconsolidated affiliate | | | — | | | | | | 363 | | |

| Acquisitions, net of cash acquired | | | — | | | | | | — | | | | | | (5,991) | | |

Accounting for the economics of rate regulation impacts multiple financial statement line items and disclosures, such as property, plant, and equipment, net; regulatory assets and liabilities; utility revenues; operation and maintenance expense; depreciation and amortization expense; and income tax expense.

costs and return on invested capital included in rates and any refunds that may be required.

| Utility revenues | | | $ | 3,191 | | | | | $ | 2,711 | | | | | $ | 2,951 | |

| Total | | | 3,248 | | | | | | 2,763 | | | | | | 3,018 | | |

| Utility natural gas | | | 1,515 | | | | | | 1,100 | | | | | | 1,391 | | |

| Depreciation and amortization | | | 326 | | | | | | 304 | | | | | | 293 | | |

| Total | | | 2,841 | | | | | | 2,401 | | | | | | 2,708 | | |

| Operating Income | | | 407 | | | | | | 362 | | | | | | 310 | | |

| Total | | | (102) | | | | | | (118) | | | | | | (124) | | |

| Net Income | | | $ | 254 | | | | | $ | 81 | | | | | $ | 212 | |

| Net income | | | $ | 254 | | | | | $ | 81 | | | | | $ | 212 | |

| Goodwill | | | 611 | | | | | | 757 | | |

| Regulatory assets | | | 577 | | | | | | 220 | | |

| Total Assets | | | $ | 11,110 | | | | | $ | 8,308 | |

| Regulatory liabilities | | | 979 | | | | | | 1,226 | | |

| Long-Term Debt | | | 4,380 | | | | | | 2,428 | | |

| Retained earnings | | | 765 | | | | | | 511 | | |

| Taxes receivable | | | (28) | | | | | | — | | | | | | — | | |

| Contribution from parent | | | 180 | | | | | | 217 | | | | | | 129 | | |

| Increase in notes payable–affiliated companies | | | 224 | | | | | | — | | | | | | — | | |

| Other financing activities, net | | | (1) | | | | | | (2) | | | | | | (3) | | |

| Contribution from parent | | | | | | | | | 180 | | | | | | | | | | | | 217 | | | | | | | | | | | | 129 | | |

| Other | | | | | | | | | — | | | | | | | | | | | | (1) | | | | | | | | | | | | — | | |

| Net income | | | | | | | | | 254 | | | | | | | | | | | | 81 | | | | | | | | | | | | 212 | | |

| Total Stockholder’s Equity | | | | | | | | | $ | 3,001 | | | | | | | | | | | $ | 2,567 | | | | | | | | | | | $ | 2,641 | |

- Vectren holds three public utilities through its wholly-owned subsidiary, VUHI, a public utility holding company:

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

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

Businesses within the Infrastructure Services Disposal Group provided underground pipeline construction and repair services for customers that included Natural Gas utilities.

In accordance with consolidation guidance in ASC 980—Regulated Operations, costs incurred by Natural Gas utilities for these pipeline construction and repair services were not eliminated in consolidation when capitalized and included in rate base by the Natural Gas utility.

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

These restricted

| Natural gas distribution | | | 29 | | | | | | $ | 7,833 | | | | | $ | 2,093 | | | | | $ | 5,740 | | | | | $ | 8,928 | | | | | $ | 2,392 | | | | | $ | 6,536 | |

| Total | | | | | | | | | $ | 7,878 | | | | | $ | 2,115 | | | | | $ | 5,763 | | | | | $ | 8,972 | | | | | $ | 2,414 | | | | | $ | 6,558 | |

Based on those evaluations, the principal executive officer and principal financial officer, in each case, concluded that the disclosure controls and procedures were effective as of December 31, [removed: 2021] [added: 2022] to provide assurance that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and such information is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding disclosure.

There has been no change in the Registrants’ internal controls over financial reporting that occurred during the three months ended December 31, [removed: 2021] [added: 2022] that has materially affected, or is reasonably likely to materially affect, the Registrants’ internal controls over financial reporting.

Based on the Registrants’ evaluation under the framework in *Internal Control — Integrated Framework* (2013), the Registrants’ management has concluded, in each case, that their internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

Deloitte & Touche LLP, CenterPoint Energy’s independent registered public accounting firm, has issued an attestation report on the effectiveness of CenterPoint Energy’s internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] which is set forth below.

To the [added: Shareholders and] Board of Directors [removed: and Shareholders] of

We have audited the internal control over financial reporting of CenterPoint Energy, Inc. and subsidiaries (the “Company”) as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2021,] [added: 2022,] of the Company and our report dated February [removed: 22, 2022,] [added: 17, 2023,] expressed an unqualified opinion on those financial statements.

February 17, 2023

Houston, Texas

February 22, 2022

Entry into a Material Definitive Agreement and Creation of a Direct Financial Obligation

On February 16, 2023, CERC Corp. entered into a $500 million Term Loan Agreement among Mizuho Bank, Ltd., as administrative agent, and the banks party thereto.

CERC Corp. borrowed the full $500 million at closing and intends to use the proceeds thereof for general corporate purposes, including the repayment of a portion of its outstanding commercial paper.

The maturity date for the borrowings under the Term Loan Agreement is February 15, 2024.

Borrowings under the Term Loan Agreement bear interest, at CERC Corp.’s option, at a rate equal to either (i) Term SOFR (as defined in the Term Loan Agreement), which includes an adjustment of 0.10% per annum plus a margin of 0.85% or (ii) the Alternate Base Rate (as defined in the Term Loan Agreement).

The Term Loan Agreement contains certain covenants, including a covenant that requires CERC Corp. not to exceed a specified ratio of debt to consolidated capitalization (excluding, among other things, non-cash reductions to net income).

Borrowings under the Term Loan Agreement may be voluntarily prepaid without penalty or premium, other than customary breakage costs related to prepayments of loans that bear interest based on Term SOFR.

The Term Loan Agreement also provides a mechanism to replace Term SOFR or other then-applicable interest rate benchmark if it is no longer available.

Borrowings under the Term Loan Agreement are subject to acceleration upon the occurrence of events of default that CERC Corp. considers customary.

The Term Loan Agreement also provides for the payment of customary fees, including administrative agent fees and other fees.

Mizuho Bank, Ltd. participates in the credit facilities of CERC Corp., the other Registrants and SIGECO.

The Term Loan Agreement described above is filed as Exhibit 10.1(kk) to this Annual 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 Term Loan Agreement.

Compensatory Arrangements of Certain Officers (CenterPoint Energy)

On February 15, 2023, the Compensation Committee approved new forms of award agreement under CenterPoint Energy’s LTIP for restricted stock unit awards and performance unit awards for the President and Chief Operating Officer.

The newly approved forms of award agreement provide for the continuing vesting of Mr. Wells’ restricted stock units and performance units, subject to the actual achievement of applicable performance objectives, if he is not promoted to Chief Executive Officer by January 1, 2025 and after such date, if he is terminated without cause or resigns.

The description of the forms of award agreement are qualified in their entirety by reference to the full text of the respective form award agreement, which are included as Exhibits 10(ee)(9) and 10(ee)(10) hereto and incorporated by reference.

None.

For CenterPoint Energy, the information called for by Item 10, to the extent not set forth in “Information About Our Executive Officers” in Item 1, will be set forth in the definitive proxy statement relating to CenterPoint Energy’s [removed: 2022] [added: 2023] annual meeting of shareholders pursuant to SEC Regulation 14A.

For CenterPoint Energy, the information called for by Item 11 will be set forth in the definitive proxy statement relating to CenterPoint Energy’s [removed: 2022] [added: 2023] annual meeting of shareholders pursuant to SEC Regulation 14A.

For CenterPoint Energy, the information called for by Item 12 will be set forth in the definitive proxy statement relating to CenterPoint Energy’s [removed: 2022] [added: 2023] annual meeting of shareholders pursuant to SEC Regulation 14A.

For CenterPoint Energy, the information called for by Item 13 will be set forth in the definitive proxy statement relating to CenterPoint Energy’s [removed: 2022] [added: 2023] annual meeting of shareholders pursuant to SEC Regulation 14A.

See Note 11 for information related to CenterPoint Energy’s affiliate transactions.

For CenterPoint Energy, the information called for by Item 14 will be set forth in the definitive proxy statement relating to CenterPoint Energy’s [removed: 2022] [added: 2023] annual meeting of shareholders pursuant to SEC Regulation 14A.

Aggregate fees billed to Houston Electric and CERC during the year ended December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] by their principal accounting firm, Deloitte & Touche LLP, are set forth below.

| Audit fees (1) | | | $ | [removed: 650,344] [added: 708,180] | | | | | $ | [removed: 963,833] [added: 965,700] | | | | | $ | [removed: 658,965] [added: 650,344] | | | | | $ | [removed: 907,560] [added: 963,833] | |

| Audit-related fees (2) | | | [removed: 347,000] [added: 435,000] | | | | | | [removed: 152,000] [added: 559,000] | | | | | | [removed: 343,000] [added: 347,000] | | | | | | [removed: 172,500] [added: 152,000] | | |

| Total audit and audit-related fees | | | [removed: 997,344] [added: 1,143,180] | | | | | | [removed: 1,115,833] [added: 1,524,700] | | | | | | [removed: 1,001,965] [added: 997,344] | | | | | | [removed: 1,080,060] [added: 1,115,833] | | |

| Total fees | | | $ | [removed: 997,344] [added: 1,143,180] | | | | | $ | [removed: 1,115,833] [added: 1,524,700] | | | | | $ | [removed: 1,001,965] [added: 997,344] | | | | | $ | [removed: 1,080,060] [added: 1,115,833] | |

(1)For [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] amounts include fees for services provided by the principal accounting firm relating to the integrated audit of financial statements and internal control over financial reporting, statutory audits, attest services, and regulatory filings.

(2)For [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] includes fees for consultations concerning financial accounting and reporting standards and various agreed-upon or expanded procedures related to accounting records to comply with financial accounting or regulatory reporting matters.

| | | | 2022 | | | | | | | | | | | | 2021 | | | | | | | | |

| | | | 2021 | | | | | | | | | | | | 2020 | | | | | | | | |

| Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34) | | | [removed: [78](#i0b01e54b47c242c9bf7278aee4b9ae35_112)] [added: [78](#i901cdf5c434a4670a16ce50f2e127cee_115)] | | |

| Statements of Consolidated [added: Comprehensive] Income for the Three Years Ended December 31, 2021 | | | [removed: [81](#i0b01e54b47c242c9bf7278aee4b9ae35_118)] [added: [90](#i901cdf5c434a4670a16ce50f2e127cee_142)] | | |

| Statements of Consolidated [removed: Comprehensive] Income for the Three Years Ended December 31, [removed: 2021] [added: 2022] | | | [removed: [82](#i0b01e54b47c242c9bf7278aee4b9ae35_121)] [added: [81](#i901cdf5c434a4670a16ce50f2e127cee_121)] | | |

| Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] | | | [removed: [83](#i0b01e54b47c242c9bf7278aee4b9ae35_124)] [added: [83](#i901cdf5c434a4670a16ce50f2e127cee_127)] | | |

| Statements of Consolidated Cash Flows for the Three Years Ended December 31, [removed: 2021] [added: 2022] | | | [removed: [85](#i0b01e54b47c242c9bf7278aee4b9ae35_127)] [added: [85](#i901cdf5c434a4670a16ce50f2e127cee_130)] | | |

| Statements of Consolidated Changes in Equity for the Three Years Ended December 31, [removed: 2021] [added: 2022] | | | [removed: [86](#i0b01e54b47c242c9bf7278aee4b9ae35_130)] [added: [86](#i901cdf5c434a4670a16ce50f2e127cee_133)] | | |

| Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34) | | | [removed: [87](#i0b01e54b47c242c9bf7278aee4b9ae35_133)] [added: [87](#i901cdf5c434a4670a16ce50f2e127cee_136)] | | |

| Statements of Consolidated Income for the Three Years Ended December 31, [removed: 2021] [added: 2022] | | | [removed: [89](#i0b01e54b47c242c9bf7278aee4b9ae35_136)] [added: [89](#i901cdf5c434a4670a16ce50f2e127cee_139)] | | |

| Statements of Consolidated Comprehensive Income for the Three Years Ended December 31, [removed: 2020] [added: 2022] | | | [removed: [90](#i0b01e54b47c242c9bf7278aee4b9ae35_139)] [added: [82](#i901cdf5c434a4670a16ce50f2e127cee_124)] | | |

| Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] | | | [removed: [91](#i0b01e54b47c242c9bf7278aee4b9ae35_142)] [added: [91](#i901cdf5c434a4670a16ce50f2e127cee_145)] | | |

| Statements of Consolidated Cash Flows for the Three Years Ended December 31, [removed: 2021] [added: 2022] | | | [removed: [93](#i0b01e54b47c242c9bf7278aee4b9ae35_145)] [added: [93](#i901cdf5c434a4670a16ce50f2e127cee_148)] | | |

| Statements of Consolidated Changes in Equity for the Three Years Ended December 31, [removed: 2021] [added: 2022] | | | [removed: [93](#i0b01e54b47c242c9bf7278aee4b9ae35_145)] [added: [93](#i901cdf5c434a4670a16ce50f2e127cee_148)] | | |

| Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34) | | | [removed: [95](#i0b01e54b47c242c9bf7278aee4b9ae35_151)] [added: [95](#i901cdf5c434a4670a16ce50f2e127cee_154)] | | |

| Statements of Consolidated Income for the Three Years Ended December 31, [removed: 2021] [added: 2022] | | | [removed: [97](#i0b01e54b47c242c9bf7278aee4b9ae35_154)] [added: [97](#i901cdf5c434a4670a16ce50f2e127cee_157)] | | |

| Statements of Consolidated Comprehensive Income for the Three Years Ended December 31, [removed: 2021] [added: 2022] | | | [removed: [98](#i0b01e54b47c242c9bf7278aee4b9ae35_157)] [added: [98](#i901cdf5c434a4670a16ce50f2e127cee_160)] | | |

| Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] | | | [removed: [99](#i0b01e54b47c242c9bf7278aee4b9ae35_160)] [added: [99](#i901cdf5c434a4670a16ce50f2e127cee_163)] | | |

| Statements of Consolidated Cash Flows for the Three Years Ended December 31, [removed: 2021] [added: 2022] | | | [removed: [101](#i0b01e54b47c242c9bf7278aee4b9ae35_163)] [added: [101](#i901cdf5c434a4670a16ce50f2e127cee_166)] | | |

| Statements of Consolidated Changes in Equity for the Three Years Ended December 31, [removed: 2021] [added: 2022] | | | [removed: [102](#i0b01e54b47c242c9bf7278aee4b9ae35_166)] [added: [102](#i901cdf5c434a4670a16ce50f2e127cee_169)] | | |

| Combined Notes to Consolidated Financial Statements | | | [removed: [103](#i0b01e54b47c242c9bf7278aee4b9ae35_169)] [added: [103](#i901cdf5c434a4670a16ce50f2e127cee_172)] | | |

*(a)(2) Financial Statement Schedules for the Three Years Ended December 31, [removed: 2021.*][added: 2022*]

For Fiscal Year Ended December 31, [removed: 2021][added: 2022]

| 4(e)(2) | | | — | | | [removed: [Second] [added: [Third] Supplemental Indenture to Exhibit [removed: 4(](http://www.sec.gov/Archives/edgar/data/48732/000095012902005703/h01010exv4wj3.txt)[e](http://www.sec.gov/Archives/edgar/data/48732/000095012902005703/h01010exv4wj3.txt)[)(1),] [added: 4(e)(1),] dated as of October 10, [removed: 2002](http://www.sec.gov/Archives/edgar/data/48732/000095012902005703/h01010exv4wj3.txt)] [added: 2002](http://www.sec.gov/Archives/edgar/data/48732/000095012902005703/h01010exv4wj4.txt)] | | | | | | Houston Electric’s Form [removed: 10- Q] [added: 10-Q] for the quarter ended September 30, 2002 | | | | | | 1-3187 | | | | | | [removed: 4(j)(3)] [added: 4(j)(4)] | | | | | | X | | | | | | X | | | | | | | | |

| [removed: 4(e)(3)] [added: 4(e)(18)] | | | — | | | [removed: [Third] [added: [Twenty-Eighth] Supplemental Indenture to Exhibit [removed: 4(](http://www.sec.gov/Archives/edgar/data/48732/000095012902005703/h01010exv4wj4.txt)[e](http://www.sec.gov/Archives/edgar/data/48732/000095012902005703/h01010exv4wj4.txt)[)(1),] [added: 4(e)(1)] dated as of [removed: October 10, 2002](http://www.sec.gov/Archives/edgar/data/48732/000095012902005703/h01010exv4wj4.txt)] [added: January 15, 2019](http://www.sec.gov/Archives/edgar/data/48732/000119312519007474/d678168dex44.htm)] | | | | | | Houston Electric’s Form [removed: 10-Q for the quarter ended September 30, 2002] [added: 8-K dated January 10, 2019] | | | | | | 1-3187 | | | | | | [removed: 4(j)(4)] [added: 4.4] | | | | | | X | | | | | | X | | | | | | | | |

| [removed: 4(e)(4)] [added: 4(e)(3)] | | | — | | | [Officer’s Certificates dated October 10, 2002 setting forth the form, terms and provisions of the First through Eighth Series of General Mortgage Bonds](http://www.sec.gov/Archives/edgar/data/1130310/000095012904001267/h13311exv4we10.txt) | | | | | | CenterPoint Energy’s Form 10-K for the year ended December 31, 2003 | | | | | | 1-31447 | | | | | | 4(e)(10) | | | | | | X | | | | | | X | | | | | | | | |

| [removed: 4(e)(5)] [added: 4(e)(4)] | | | — | | | [Ninth Supplemental Indenture to Exhibit [removed: 4(](http://www.sec.gov/Archives/edgar/data/1130310/000095012903001299/h03755exv4we10.txt)[e](http://www.sec.gov/Archives/edgar/data/1130310/000095012903001299/h03755exv4we10.txt)[)(1),] [added: 4(e)(1),] dated as of November 12, 2002](http://www.sec.gov/Archives/edgar/data/1130310/000095012903001299/h03755exv4we10.txt) | | | | | | CenterPoint Energy’s Form 10-K for the year ended December 31, 2002 | | | | | | 1-31447 | | | | | | 4(e)(10) | | | | | | X | | | | | | X | | | | | | | | |

| [removed: 4(e)(6)] [added: 4(e)(5)] | | | — | | | [Tenth Supplemental Indenture to Exhibit [removed: 4(](http://www.sec.gov/Archives/edgar/data/48732/000089924303000682/dex41.txt)[e](http://www.sec.gov/Archives/edgar/data/48732/000089924303000682/dex41.txt)[)(1),] [added: 4(e)(1),] dated as of March 18, 2003](http://www.sec.gov/Archives/edgar/data/48732/000089924303000682/dex41.txt) | | | | | | CenterPoint Energy’s Form 8-K dated March 13, 2003 | | | | | | 1-31447 | | | | | | 4.1 | | | | | | X | | | | | | X | | | | | | | | |

| [removed: 4(e)(7)] [added: 4(e)(6)] | | | — | | | [Officer’s Certificate dated March 18, 2003 setting forth the form, terms and provisions of the Tenth Series and Eleventh Series of General Mortgage Bonds](http://www.sec.gov/Archives/edgar/data/48732/000089924303000682/dex42.txt) | | | | | | CenterPoint Energy’s Form 8-K dated March 13, 2003 | | | | | | 1-31447 | | | | | | 4.2 | | | | | | X | | | | | | X | | | | | | | | |

| [removed: 4(e)(8)] [added: 4(e)(7)] | | | — | | | [removed: [Eleventh] [added: [Twentieth] Supplemental Indenture to Exhibit [removed: 4(](http://www.sec.gov/Archives/edgar/data/48732/000119312503011521/dex41.htm)[e](http://www.sec.gov/Archives/edgar/data/48732/000119312503011521/dex41.htm)[)(1),] [added: 4(e)(1),] dated as of [removed: May 23, 2003](http://www.sec.gov/Archives/edgar/data/48732/000119312503011521/dex41.htm)] [added: December 9, 2008](http://www.sec.gov/Archives/edgar/data/48732/000095013409000323/h65378exv4w2.htm)] | | | | | | [removed: CenterPoint Energy’s] [added: Houston Electric’s] Form 8-K dated [removed: May 16, 2003] [added: January 6, 2009] | | | | | | [removed: 1-31447] [added: 1-3187] | | | | | | 4.2 | | | | | | X | | | | | | X | | | | | | | | |