CenterPoint Energy 10-Q 2023-09-30

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

---

FORM 10-Q

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

For the quarterly period ended September 30, 2023

OR

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

Commission file number 1-31447

CenterPoint Energy, Inc.

(Exact name of registrant as specified in its charter)

Texas									74-0694415
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)
1111 Louisiana			Houston			Texas			77002
(Address of Principal Executive Offices)									(Zip Code)

(713) 207-1111

Registrant's telephone number, including area code

Commission file number 1-3187

CenterPoint Energy Houston Electric, LLC

(Exact name of registrant as specified in its charter)

Texas									22-3865106
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)
1111 Louisiana			Houston			Texas			77002
(Address of Principal Executive Offices)									(Zip Code)

(713) 207-1111

Registrant's telephone number, including area code

Commission file number 1-13265

CenterPoint Energy Resources Corp.

(Exact name of registrant as specified in its charter)

Delaware									76-0511406
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)
1111 Louisiana			Houston			Texas			77002
(Address of Principal Executive Offices)									(Zip Code)

(713) 207-1111

Registrant's telephone number, including area code

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

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

CenterPoint Energy, Inc.			Yes			þ						No			o
CenterPoint Energy Houston Electric, LLC			Yes			þ						No			o
CenterPoint Energy Resources Corp.			Yes			þ						No			o

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

CenterPoint Energy, Inc.			Yes			þ						No			o
CenterPoint Energy Houston Electric, LLC			Yes			þ						No			o
CenterPoint Energy Resources Corp.			Yes			þ						No			o

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

			Large accelerated filer			Accelerated filer			Non-accelerated filer			Smaller reporting company			Emerging growth company
CenterPoint Energy, Inc.			þ			o			o			☐			☐
CenterPoint Energy Houston Electric, LLC			o			o			þ			☐			☐
CenterPoint Energy Resources Corp.			o			o			þ			☐			☐

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

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

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

Indicate the number of shares outstanding of each of the issuers’ classes of common stock as of October 18, 2023:

CenterPoint Energy, Inc.						631,223,560			shares of common stock outstanding, excluding 166 shares held as treasury stock
CenterPoint Energy Houston Electric, LLC						1,000			common shares outstanding, all held by Utility Holding, LLC, a wholly-owned subsidiary of CenterPoint Energy, Inc.
CenterPoint Energy Resources Corp.						1,000			shares of common stock outstanding, all held by Utility Holding, LLC, a wholly-owned subsidiary of CenterPoint Energy, Inc.

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

TABLE OF CONTENTS

PART I.						FINANCIAL INFORMATION
Item 1.						Financial Statements			1
						CenterPoint Energy, Inc. Financial Statements (unaudited)			1
						CenterPoint Energy Houston Electric, LLC Financial Statements (unaudited)			7
						CenterPoint Energy Resources Corp. Financial Statements (unaudited)			13
						Combined Notes to Interim Condensed Financial Statements (unaudited)			19
						(1) Background and Basis of Presentation			19
						(2) New Accounting Pronouncements			20
						(3) Divestitures			20
						(4) Revenue Recognition and Allowance for Credit Losses			21
						(5) Employee Benefit Plans			25
						(6) Regulatory Matters			26
						(7) Derivative Instruments			29
						(8) Fair Value Measurements			31
						(9) Goodwill and Other Intangibles			33
						(10) Equity Securities and Indexed Debt Securities (ZENS)			34
						(11) Short-term Borrowings and Long-term Debt			35
						(12) Income Taxes			39
						(13) Commitments and Contingencies			40
						(14) Earnings Per Share			45
						(15) Reportable Segments			46
						(16) Supplemental Disclosure of Cash Flow Information			48
						(17) Related Party Transactions			48
						(18) Equity			49
						(19) Leases			51
Item 2.						Management’s Discussion and Analysis of Financial Condition and Results of Operations			55
						Recent Events			55
						Consolidated Results of Operations			56
						Results of Operations by Reportable Segment			57
						Certain Factors Affecting Future Earnings			65
						Liquidity and Capital Resources			65
Item 3.						Quantitative and Qualitative Disclosures about Market Risk			81
Item 4.						Controls and Procedures			82
PART II.						OTHER INFORMATION
Item 1.						Legal Proceedings			82
Item 1A.						Risk Factors			82
Item 5.						Other Information			83
Item 6.						Exhibits			83
						Signatures			86

i

GLOSSARY
ACE						Affordable Clean Energy
AFSI						Adjusted financial statement income
AFUDC						Allowance for funds used during construction
AMA						Asset Management Agreement
Arevon						Arevon Energy, Inc., which was formed through the combination of Capital Dynamics, Inc.’s U.S. Clean Energy Infrastructure business unit and Arevon Asset Management
ARO						Asset retirement obligation
ARP						Alternative revenue program
ASC						Accounting Standards Codification
Asset Purchase Agreement						Asset Purchase Agreement, dated as of April 29, 2021, by and between CERC Corp. and Southern Col Midco
AT&T Common						AT&T Inc. common stock
Bcf						Billion cubic feet
Board						Board of Directors of CenterPoint Energy, Inc.
Bond Companies						Bond Company IV and Restoration Bond Company, each a wholly-owned, bankruptcy remote entity formed solely for the purpose of purchasing and owning transition or system restoration property through the issuance of Securitization Bonds
Bond Company IV						CenterPoint Energy Transition Bond Company IV, LLC, a wholly-owned subsidiary of Houston Electric
BTA						Build Transfer Agreement
CAMT						Corporate Alternative Minimum Tax
CARES Act						Coronavirus Aid, Relief, and Economic Security Act
CCN						Certificate of Convenience and Necessity
CCR						Coal Combustion Residuals
CECA						Clean Energy Cost Adjustment
CEIP						CenterPoint Energy Intrastate Pipelines, LLC, a wholly-owned subsidiary of CERC Corp.
CenterPoint Energy						CenterPoint Energy, Inc., and its subsidiaries
CERC						CERC Corp., together with its subsidiaries
CERC Corp.						CenterPoint Energy Resources Corp.
CES						CenterPoint Energy Services, Inc. (now known as Symmetry Energy Solutions, LLC), previously a wholly-owned subsidiary of CERC Corp.
Charter Common						Charter Communications, Inc. common stock
CIP						Conservation Improvement Program
CODM						Chief Operating Decision Maker, who is each Registrant’s Chief Operating Executive
Common Stock						CenterPoint Energy, Inc. common stock, par value $0.01 per share
Compensation Committee						Compensation Committee of the Board
Convertible Notes						CenterPoint Energy’s 4.25% Convertible Senior Notes due 2026
Convertible Notes Indenture						Indenture dated as of August 4, 2023 by and between CenterPoint Energy and The Bank of New York Mellon Trust Company, National Association, as trustee
COVID-19						Novel coronavirus disease 2019, and any mutations or variants thereof, and related global outbreak that was subsequently declared a pandemic by the World Health Organization
CPCN						Certificate of Public Convenience and Necessity
CPP						Clean Power Plan
CSIA						Compliance and System Improvement Adjustment
DCRF						Distribution Cost Recovery Factor
DOC						U.S. Department of Commerce
DRR						Distribution Replacement Rider

ii

GLOSSARY
DSMA						Demand Side Management Adjustment
ECA						Environmental Cost Adjustment
EDIT						Excess deferred income taxes
EECR						Energy Efficiency Cost Recovery
EECRF						Energy Efficiency Cost Recovery Factor
EEFC						Energy Efficiency Funding Component
EEFR						Energy Efficiency Funding Rider
Energy Systems Group						Energy Systems Group, LLC, previously a wholly-owned subsidiary of Vectren
Energy Transfer						Energy Transfer LP, a Delaware limited partnership
Energy Transfer Common Units						Energy Transfer common units, representing limited partner interests in Energy Transfer
Energy Transfer Series G Preferred Units						Energy Transfer Series G Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units, representing limited partner interests in Energy Transfer
EPA						Environmental Protection Agency
Equity Purchase Agreement						Equity Purchase Agreement, dated as of May 21, 2023, by and between Vectren Energy Services and ESG Holdings Group
ERCOT						Electric Reliability Council of Texas
ESG Holdings Group						ESG Holdings Group, LLC, a Delaware limited liability company, and an affiliate of Oaktree Capital Management
Exchange Act						The Securities Exchange Act of 1934, as amended
February 2021 Winter Storm Event						The extreme and unprecedented winter weather event in February 2021 (Winter Storm Uri) that resulted in electricity generation supply shortages, including in Texas, and natural gas supply shortages and increased wholesale prices of natural gas in the United States, primarily due to prolonged freezing temperatures
FERC						Federal Energy Regulatory Commission
Fitch						Fitch Ratings, Inc.
Form 10-Q						Quarterly Report on Form 10-Q
GHG						Greenhouse gases
GRIP						Gas Reliability Infrastructure Program
GWh						Gigawatt-hours
Houston Electric						CenterPoint Energy Houston Electric, LLC and its subsidiaries
IAS						International Accounting Standards
IBEW						International Brotherhood of Electrical Workers
IDEM						Indiana Department of Environmental Management
Indiana Electric						Operations of SIGECO’s electric transmission and distribution services, and includes its power generating and wholesale power operations
Indiana Gas						Indiana Gas Company, Inc., formerly a wholly-owned subsidiary of Vectren, acquired by CERC on June 30, 2022
Indiana North						Gas operations of Indiana Gas
Indiana South						Gas operations of SIGECO
Indiana Utilities						The combination of Indiana Electric, Indiana North and Indiana South
Interim Condensed Financial Statements						Unaudited condensed consolidated interim financial statements and combined notes
IRA						Inflation Reduction Act of 2022
IRP						Integrated Resource Plan
IRS						Internal Revenue Service
IURC						Indiana Utility Regulatory Commission
LIBOR						London Interbank Offered Rate

iii

GLOSSARY
LLTF						Long Lead Time Facilities, which are transmission and distribution facilities that have a lead time of at least six months and would aid in restoring power to Houston Electric’s distribution customers following a widespread power outage under Public Utility Regulatory Act Section 39.918
LPSC						Louisiana Public Service Commission
LTIP						Long-term Incentive Plan
M&DOT						Mortgage and Deed of Trust, dated November 1, 1944, between Houston Lighting and Power Company and Chase Bank of Texas, National Association (formerly, South Texas Commercial National Bank of Houston), as Trustee, as amended and supplemented
MDL						Multi-district litigation
Merger						The merger of Merger Sub with and into Vectren on the terms and subject to the conditions set forth in the Merger Agreement, with Vectren continuing as the surviving corporation and as a wholly-owned subsidiary of CenterPoint Energy, Inc.
Merger Agreement						Agreement and Plan of Merger, dated as of April 21, 2018, among CenterPoint Energy, Vectren and Merger Sub
Merger Sub						Pacer Merger Sub, Inc., an Indiana corporation and wholly-owned subsidiary of CenterPoint Energy
MGP						Manufactured gas plant
MISO						Midcontinent Independent System Operator
Moody’s						Moody’s Investors Service, Inc.
MPUC						Minnesota Public Utilities Commission
MW						Megawatt
NERC						North American Electric Reliability Corporation
NRG						NRG Energy, Inc.
NYSE						New York Stock Exchange
Oriden						Oriden LLC
Origis						Origis Energy USA Inc.
OUCC						Indiana Office of Utility Consumer Counselor
Posey Solar						Posey Solar, LLC, a special purpose entity
PPA						Power Purchase Agreement
PRPs						Potentially responsible parties
PTCs						Production Tax Credits
PUCO						Public Utilities Commission of Ohio
PUCT						Public Utility Commission of Texas
Railroad Commission						Railroad Commission of Texas
RCRA						Resource Conservation and Recovery Act of 1976
Registrants						CenterPoint Energy, Houston Electric and CERC, collectively
REP						Retail electric provider
Restoration Bond Company						CenterPoint Energy Restoration Bond Company, LLC, a wholly-owned subsidiary of Houston Electric
Restructuring						CERC Corp.’s common control acquisition of Indiana Gas and VEDO from VUH on June 30, 2022
ROE						Return on equity
ROU						Right of use
RRA						Rate Regulation Adjustment
RSP						Rate Stabilization Plan
S&P						S&P Global Ratings
Scope 1 emissions						Direct source of emissions from a company’s operations
Scope 2 emissions						Indirect source of emissions from a company’s energy usage

iv

GLOSSARY
Scope 3 emissions						Indirect source of emissions from a company’s end-users
SEC						Securities and Exchange Commission
Securitization Bonds						Transition and system restoration bonds issued by the Bond Companies and SIGECO Securitization Bonds issued by the SIGECO Securitization Subsidiary
Series A Preferred Stock						CenterPoint Energy’s Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share, with a liquidation preference of $1,000 per share
SIGECO						Southern Indiana Gas and Electric Company, a wholly-owned subsidiary of Vectren
SIGECO Securitization Bonds						SIGECO Securitization Subsidiary’s Series 2023-A Senior Secured Securitization Bonds
SIGECO Securitization Subsidiary						SIGECO Securitization I, LLC, a direct, wholly-owned subsidiary of SIGECO
SOFR						Secured Overnight Financing Rate
Southern Col Midco						Southern Col Midco, LLC, a Delaware limited liability company and an affiliate of Summit Utilities, Inc.
SRC						Sales Reconciliation Component
TBD						To be determined
TCJA						Tax reform legislation informally called the Tax Cuts and Jobs Act of 2017
TCOS						Transmission Cost of Service
TCRF						Transmission Cost Recovery Factor
TDSIC						Transmission, Distribution and Storage System Improvement Charge
TDU						Transmission and distribution utility
TEEEF						Assets leased or costs incurred as “temporary emergency electric energy facilities” under the Public Utility Regulatory Act Section 39.918, also referred to as mobile generation
Topic 326						Accounting Standards Update 2016-13 - Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
Transition Services Agreement						Transition Services Agreement by and between CenterPoint Energy Service Company, LLC and Southern Col Midco
Vectren						Vectren, LLC, which converted its corporate structure from Vectren Corporation to a limited liability company on June 30, 2022, a wholly-owned subsidiary of CenterPoint Energy as of February 1, 2019
Vectren Energy Services						Vectren Energy Services Corporation, an Indiana corporation and a wholly-owned subsidiary of CenterPoint Energy
VEDO						Vectren Energy Delivery of Ohio, LLC, which converted its corporate structure from Vectren Energy Delivery of Ohio, Inc. to a limited liability company on June 13, 2022, formerly a wholly-owned subsidiary of Vectren, acquired by CERC on June 30, 2022
VIE						Variable interest entity
Vistra Energy Corp.						Texas-based energy company focused on the competitive energy and power generation markets
VRP						Voluntary Remediation Program
VUH						Vectren Utility Holdings, LLC, which converted its corporate structure from Vectren Utility Holdings, Inc. to a limited liability company on June 30, 2022, a wholly-owned subsidiary of Vectren
WBD Common						Warner Bros. Discovery, Inc. Series A common stock
Winter Storm Elliott						From December 21 to 26, 2022, a historic extratropical cyclone created winter storm conditions, including blizzards, high winds, snowfall and record cold temperatures across the majority of the United States and parts of Canada
ZENS						2.0% Zero-Premium Exchangeable Subordinated Notes due 2029

v

GLOSSARY
ZENS-Related Securities						As of September 30, 2023 and December 31, 2022, consisted of AT&T Common, Charter Common and WBD Common
2022 Form 10-K						Annual Report on Form 10-K for the fiscal year ended December 31, 2022 as filed with the SEC on February 17, 2023

vi

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

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

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

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

• CenterPoint Energy’s business strategies and strategic initiatives, restructurings, including the completed Restructuring, joint ventures and acquisitions or dispositions of assets or businesses, including the completed sales of our Natural Gas businesses in Arkansas and Oklahoma and Energy Systems Group, and our exit of the midstream sector, which we cannot assure will have the anticipated benefits to us;

• industrial, commercial and residential growth in our service territories and changes in market demand, including the effects of energy efficiency measures and demographic patterns;

• our ability to fund and invest planned capital and the timely recovery of our investments, including those related to Indiana Electric’s generation transition plan as part of its IRPs;

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

• timely and appropriate rate actions that allow and authorize requested and timely recovery of costs and a reasonable return on investment, including the timing and amount of recovery of Houston Electric’s TEEEF leases, and requested or favorable adjustments to rates and approval of other requested items as part of base rate proceedings;

• economic conditions in regional and national markets, including changes to inflation and interest rates, and instability of banking institutions, and their effect on sales, prices and costs;

• weather variations and other natural phenomena, including the impact of severe weather events on operations, capital and legislation such as seen in connection with the February 2021 Winter Storm Event;

• volatility in the markets for natural gas as a result of, among other factors, armed conflicts, including the conflict in Israel and any broader related conflict, and the conflict in Ukraine, and the related sanctions on certain Russian entities;

• continued disruptions to the global supply chain, including increases in commodity prices, and tariffs and other legislation impacting the supply chain, that could prevent CenterPoint Energy from securing the resources needed to, among other things, fully execute on its 10-year capital plan or achieve its net zero and carbon emissions reduction goals;

• non-payment for our services due to financial distress of our customers and the ability of our customers, including REPs, to satisfy their obligations to CenterPoint Energy, Houston Electric, and CERC, and the negative impact on such ability related to adverse economic conditions and severe weather events;

• public health threats, such as COVID-19, and 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 behavior relating thereto;

• state and federal legislative and regulatory actions or developments affecting various aspects of our businesses, including, among others, energy deregulation or re-regulation, pipeline integrity and safety and changes in regulation and legislation pertaining to trade, health care, finance and actions regarding the rates charged by our regulated businesses;

• direct or indirect effects on our facilities, resources, operations and financial condition resulting from terrorism, cyber attacks or intrusions, data security breaches or other attempts to disrupt our businesses or the businesses of third parties, or other catastrophic events such as fires, ice, earthquakes, explosions, leaks, floods, droughts, hurricanes, tornadoes and other severe weather events, pandemic health events or other occurrences;

vii

• tax legislation, including the effects of the CARES Act and the IRA (which includes but is not limited to any potential changes to tax rates, CAMT imposed, tax credits and/or interest deductibility), as well as any changes in tax laws under the current or future administrations, and uncertainties involving state commissions’ and local municipalities’ regulatory requirements and determinations regarding the treatment of EDIT and our rates;

• our ability to mitigate weather impacts through normalization or rate mechanisms, and the effectiveness of such mechanisms;

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

• matters affecting regulatory approval, legislative actions, construction, implementation of necessary technology or other issues with respect to major capital projects that result in delays or cancellation or in costs that cannot be recouped in rates;

• local, state and federal legislative and regulatory actions or developments relating to the environment, including, among others, those related to global climate change, air emissions, carbon, waste water discharges and the handling and disposal of CCR that could impact operations, cost recovery of generation plant costs and related assets, and CenterPoint Energy’s net zero and carbon emissions reduction goals;

• the impact of unplanned facility outages or other closures;

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

• the availability and prices of raw materials and services and changes in labor for current and future construction projects and operations and maintenance costs, including our ability to control such costs;

• impacts from CenterPoint Energy’s pension and postretirement benefit plans, such as the investment performance and increases to net periodic costs as a result of plan settlements and changes in assumptions, including discount rates;

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

• commercial bank and financial market conditions, including disruptions in the banking industry, our access to capital, the cost of such capital, impacts on our vendors, customers and suppliers, and the results of our financing and refinancing efforts, including availability of funds in the debt capital markets;

• inability of various counterparties to meet their obligations to us;

• the extent and effectiveness of our risk management activities;

• timely and appropriate regulatory actions, which include actions allowing securitization, for any hurricanes or other severe weather events, or natural disasters or other recovery of costs, including stranded coal-fired generation asset costs;

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

• our ability to recruit, effectively transition and retain management and key employees and maintain good labor relations;

• changes in technology, particularly with respect to efficient battery storage or the emergence or growth of new, developing or alternative sources of generation, and their adoption by consumers;

• the impact of climate change and alternate energy sources on the demand for natural gas and electricity generated or transmitted by us;

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

• the recording of impairment charges;

• political and economic developments, including energy and environmental policies under the current administration;

• CenterPoint Energy’s ability to execute on its strategy, initiatives, targets and goals, including its net zero and carbon

emissions reduction goals and its operations and maintenance expenditure goals;

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

• obligations related to warranties, guarantees and other contractual and legal obligations;

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

• other factors discussed in “Risk Factors” in Item 1A of Part I of the Registrants’ combined 2022 Form 10-K, which are incorporated herein by reference, and in other reports that the Registrants file from time to time with the SEC.

You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement, and the Registrants undertake no obligation to update or revise any forward-looking statements. Investors should note that the Registrants announce material financial and other information in SEC filings, press releases and public conference calls. Based on guidance from the SEC, the Registrants may use the Investors section of CenterPoint Energy’s website (www.centerpointenergy.com) to communicate with investors about the Registrants. It is possible that the financial and other information posted there could be deemed to be material information. The information on CenterPoint Energy’s website is not part of this combined Form 10-Q.

viii

Table of Contents

PART I. FINANCIAL INFORMATION

CENTERPOINT ENERGY, INC. AND SUBSIDIARIES

CONDENSED STATEMENTS OF CONSOLIDATED INCOME

(Unaudited)

			Three Months Ended												Nine Months Ended
			September 30,												September 30,
			2023						2022						2023						2022
			(in millions, except per share amounts)
Revenues:
Utility revenues			$	1,849					$	1,829					$	6,355					$	6,400
Non-utility revenues			11						74						159						210
Total			1,860						1,903						6,514						6,610
Expenses:
Utility natural gas, fuel and purchased power			192						349						1,550						1,860
Non-utility cost of revenues, including natural gas			1						52						98						143
Operation and maintenance			648						670						1,990						2,020
Depreciation and amortization			374						329						1,042						974
Taxes other than income taxes			127						119						395						401
Total			1,342						1,519						5,075						5,398
Operating Income			518						384						1,439						1,212
Other Income (Expense):
Gain (loss) on equity securities			49						(206)						56						(284)
Gain (loss) on indexed debt securities			(47)						210						(52)						381
Gain (loss) on sale			—						—						(12)						303
Interest expense and other finance charges			(176)						(116)						(489)						(375)
Interest expense on Securitization Bonds			(7)						(3)						(11)						(11)
Other income, net			13						8						39						25
Total			(168)						(107)						(469)						39
Income Before Income Taxes			350						277						970						1,251
Income tax expense			68						75						245						328
Net Income			282						202						725						923
Income allocated to preferred shareholders			26						13						50						37
Income Available to Common Shareholders			$	256					$	189					$	675					$	886
Basic Earnings Per Common Share			0.41						0.30						1.07						1.41
Diluted Earnings Per Common Share			$	0.40					$	0.30					$	1.07					$	1.40
Weighted Average Common Shares Outstanding, Basic			631						630						631						629
Weighted Average Common Shares Outstanding, Diluted			633						633						633						633

See Combined Notes to Interim Condensed Financial Statements

Table of Contents

CENTERPOINT ENERGY, INC. AND SUBSIDIARIES

CONDENSED STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME

(Unaudited)

			Three Months Ended												Nine Months Ended
			September 30,												September 30,
			2023						2022						2023						2022
			(in millions)
Net Income			$	282					$	202					$	725					$	923
Other comprehensive income (loss):
Adjustment to pension and other postretirement plans (net of tax expense (benefit) of $-0-, $(9), $-0- and $(5))			1						2						—						(20)
Net deferred gain from cash flow hedges (net of tax of $-0-, $-0-, $-0- and $-0-)			2						—						2						—
Reclassification of deferred loss from cash flow hedges realized in net income (net of tax of $-0-, $-0-, $-0- and $-0-)			—						—						—						1
Total			3						2						2						(19)
Comprehensive income			285						204						727						904
Income allocated to preferred shareholders			26						13						50						37
Comprehensive income available to common shareholders			$	259					$	191					$	677					$	867

See Combined Notes to Interim Condensed Financial Statements

Table of Contents

CENTERPOINT ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

			September 30, 2023						December 31, 2022
			(in millions)
ASSETS
Current Assets:
Cash and cash equivalents ($118 and $75 related to VIEs, respectively)

Showing the first 8K of 284K characters. Open the full section

The following combined discussion and analysis should be read in combination with the Interim Condensed Financial Statements contained in this combined Form 10-Q and the Registrants’ combined 2022 Form 10-K. When discussing CenterPoint Energy’s consolidated financial information, it includes the results of Houston Electric and CERC, which, along with CenterPoint Energy, are collectively referred to as the Registrants. Where appropriate, information relating to a specific Registrant has been segregated and labeled as such. In this combined Form 10-Q, the terms “our,” “we” and “us” are used as abbreviated references to CenterPoint Energy, Inc. together with its consolidated subsidiaries. No Registrant makes any representations as to the information related solely to CenterPoint Energy or the subsidiaries of CenterPoint Energy other than itself.

RECENT EVENTS

Series A Preferred Stock Redemption. On September 1, 2023, CenterPoint Energy redeemed the Series A Preferred Stock in whole for cash of $800 million at a redemption price of $1,000 per share, plus accumulated and unpaid dividends thereon to, but excluding, the redemption date. For further information, see Note 18 to the Interim Condensed Financial Statements.

Divestiture of Energy Systems Group. On May 21, 2023, Vectren Energy Services entered into an Equity Purchase Agreement to sell all of the outstanding limited liability company interests of Energy Systems Group to ESG Holdings Group, for a purchase price of $157 million, subject to customary adjustments set forth in the Equity Purchase Agreement, including adjustments based on Energy Systems Group’s net working capital at closing, indebtedness, cash and cash equivalents and transaction expenses. The transaction closed on June 30, 2023, for $154 million in cash, subject to finalization of the purchase price adjustment. For further information, see Note 3 to the Interim Condensed Financial Statements.

Regulatory Proceedings. On March 23, 2023, CenterPoint Energy and CERC, collectively, received approximately $1.1 billion in proceeds from the customer rate relief bonds issued by the Texas Public Financing Authority related to the February 2021 Winter Storm Event. On April 5, 2023, a final order was issued approving the $39 million revenue requirement from Houston Electric’s 2021 investment in TEEEF. On April 5, 2023, Houston Electric filed its second TEEEF filing requesting a net increase in TEEEF revenues of approximately $149 million. On August 28, 2023 the State Office of Administrative Hearings issued an Order setting interim rates to collect an annual revenue requirement at the filed amount. On June 29, 2023, Indiana Electric received the net securitization proceeds of $337 million to reimburse it for or fund qualified costs approved by the IURC related to the retirement of its A.B. Brown coal-fired generation facilities. For further information, see Note 6 to the Interim Condensed Financial Statements. For information related to our pending and completed regulatory proceedings to date in 2023, see “—Liquidity and Capital Resources —Regulatory Matters” below.

Debt Transactions. During the nine months ended September 30, 2023, CenterPoint Energy issued or borrowed a combined $5.6 billion in new debt, including Houston Electric’s issuance of $1.4 billion aggregate principal amount of general mortgage bonds, CERC’s issuance of $1.5 billion aggregate principal amount of senior notes and $500 million term loan, SIGECO Securitization Subsidiary’s issuance of $341 million aggregate principal amount of SIGECO Securitization Bonds, SIGECO’s issuance of $180 million aggregate principal amount of first mortgage bonds, and CenterPoint Energy’s issuance of $1.0 billion aggregate principal of convertible notes, $400 million aggregate principal of senior notes and $250 million term loan. During the nine months ended September 30, 2023, CenterPoint Energy repaid or redeemed a combined $2.5 billion of debt, including CERC’s repayment of $1.0 billion of term loans and $1.275 billion of senior notes maturing in 2023, CenterPoint Energy’s repayment of its $250 million term loan and SIGECO’s early redemption of $11 million of first mortgage bonds maturing in 2044, excluding scheduled principal payments on Securitization Bonds. On October 13, 2023, SIGECO issued a total of $470 million aggregate principal amount of first mortgage bonds in three tranches. For information about debt transactions to date in 2023, see Note 11 to the Interim Condensed Financial Statements.

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

Table of Contents

CENTERPOINT ENERGY CONSOLIDATED RESULTS OF OPERATIONS

For information regarding factors that may affect the future results of our consolidated operations, please read “Risk Factors” in Item 1A of Part I of the Registrants’ combined 2022 Form 10-K.

Income available to common shareholders for the three and nine months ended September 30, 2023 and 2022 was as follows:

						Three Months Ended September 30,																		Nine Months Ended September 30,
						2023						2022						Favorable (Unfavorable)						2023						2022						Favorable (Unfavorable)
						(in millions)
Electric						$	290					$	234					$	56					$	593					$	489					$	104
Natural Gas						27						(10)						37						296						416						(120)
Total Utility Operations						317						224						93						889						905						(16)
Corporate & Other (1)						(61)						(35)						(26)						(214)						(19)						(195)
Total CenterPoint Energy						$	256					$	189					$	67					$	675					$	886					$	(211)

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

Three months ended September 30, 2023 compared to three months ended September 30, 2022

Income available to common shareholders increased $67 million primarily due to the following items:

• an increase in income available to common shareholders of $56 million for the Electric reportable segment, as further discussed below;

• an increase in income available to common shareholders of $37 million for

Showing the first 8K of 154K characters. Open the full section

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

Interest Rate Risk (CenterPoint Energy)

As of September 30, 2023, CenterPoint Energy had outstanding long-term debt, lease obligations and obligations under its ZENS that subject it to the risk of loss associated with movements in market interest rates.

CenterPoint Energy’s floating rate obligations aggregated $1.8 billion and $4.5 billion as of September 30, 2023 and December 31, 2022, respectively. If the floating interest rates were to increase by 100 basis points from September 30, 2023 rates, CenterPoint Energy’s combined interest expense would increase by approximately $18 million annually. In September 2023, SIGECO closed on the remarketing of two series of tax-exempt debt of approximately $38 million. For further information, see Note 11 to the Interim Condensed Financial Statements.

As of September 30, 2023 and December 31, 2022, CenterPoint Energy had outstanding fixed-rate debt (excluding indexed debt securities) aggregating $16.6 billion and $12.5 billion, respectively, in principal amount and having a fair value of $14.6 billion and $11.1 billion, respectively. Because these instruments are fixed-rate, they do not expose CenterPoint Energy to the risk of loss in earnings due to changes in market interest rates. However, the fair value of these instruments would increase by approximately $670 million if interest rates were to decline by 10% from levels at September 30, 2023. In general, such an increase in fair value would impact earnings and cash flows only if CenterPoint Energy were to reacquire all or a portion of these instruments in the open market prior to their maturity. On an unconsolidated basis, CenterPoint Energy has no fixed-rate senior notes maturing in 2023; however, CERC has $57 million of fixed-rate senior notes maturing in 2023 that it expects to refinance at current rates.

The ZENS obligation is bifurcated into a debt component and a derivative component. The debt component of $5 million as of September 30, 2023 was a fixed-rate obligation and, therefore, did not expose CenterPoint Energy to the risk of loss in earnings due to changes in market interest rates. However, the fair value of the debt component would increase by approximately $1 million if interest rates were to decline by 10% from levels at September 30, 2023. Changes in the fair value of the derivative component, a $630 million recorded liability at September 30, 2023, are recorded in CenterPoint Energy’s Condensed Statements of Consolidated Income and, therefore, it is exposed to changes in the fair value of the derivative component as a result of changes in the underlying risk-free interest rate. If the risk-free interest rate were to increase by 10% from September 30, 2023 levels, the fair value of the derivative component liability would decrease by $1 million, which would be recorded as an unrealized gain in CenterPoint Energy’s Condensed Statements of Consolidated Income.

Equity Market Value Risk (CenterPoint Energy)

CenterPoint Energy is exposed to equity market value risk through its ownership of 10.2 million shares of AT&T Common, 0.9 million shares of Charter Common and 2.5 million shares of WBD Common, which CenterPoint Energy holds to facilitate its ability to meet its obligations under the ZENS. See Note 10 to the Interim Condensed Financial Statements for a discussion of CenterPoint Energy’s ZENS obligation. Changes in the fair value of the ZENS-Related Securities held by CenterPoint Energy are expected to substantially offset changes in the fair value of the derivative component of the ZENS. A decrease of 10% from the September 30, 2023 aggregate market value of these shares would result in a net loss of less than $1 million, which would be recorded as a loss in CenterPoint Energy’s Condensed Statements of Consolidated Income.

Table of Contents

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

CenterPoint Energy’s and CERC’s regulated operations in Indiana have limited exposure to commodity price risk for transactions involving purchases and sales of natural gas, coal and purchased power for the benefit of retail customers due to current state regulations, which, subject to compliance with those regulations, allow for recovery of the cost of such purchases through natural gas and fuel cost adjustment mechanisms. CenterPoint Energy’s and CERC’s utility natural gas operations in Indiana have regulatory authority to lock in pricing for up to 50% of annual natural gas purchases using arrangements with an original term of up to 10 years. This authority has been utilized to secure fixed price natural gas using both physical purchases and financial derivatives. As of September 30, 2023, the recorded fair value of non-trading energy derivative assets was $1 million and $1 million, respectively, for CenterPoint Energy’s and CERC’s utility natural gas operations in Indiana.

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

In accordance with Exchange Act Rules 13a-15 and 15d-15, the Registrants carried out separate evaluations, under the supervision and with the participation of each company’s management, including the principal executive officer and principal financial officer, of the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report. Based on those evaluations, the principal executive officer and principal financial officer, in each case, concluded that the disclosure controls and procedures were effective as of September 30, 2023 to provide assurance that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and such information is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding disclosure.

There has been no change in the Registrants’ internal controls over financial reporting that occurred during the three months ended September 30, 2023 that has materially affected, or is reasonably likely to materially affect, the Registrants’ internal controls over financial reporting.

PART II. OTHER INFORMATION

**Item 1.**LEGAL PROCEEDINGS

For a description of certain legal and regulatory proceedings, including environmental legal proceedings that involve a governmental authority as a party and that the Registrants reasonably believe would result in $1,000,000 or more of monetary sanctions, exclusive of interest and costs, under federal, state and local laws that have been enacted or adopted regulating the discharge of materials into the environment or primarily for the purpose of protecting the environment, affecting the Registrants, please read Note 13(c) to the Interim Condensed Financial Statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Future Sources and Uses of Cash” and “— Regulatory Matters,” each of which is incorporated herein by reference. See also “Business — Regulation” and “— Environmental Matters” in Item 1 and “Legal Proceedings” in Item 3 of the Registrants’ combined 2022 Form 10-K.

There have been no material changes from the risk factors disclosed in the Registrants’ combined 2022 Form 10-K.

Table of Contents

Rule 10b5-1 Trading Arrangements

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

IBEW 66 Negotiations

The collective bargaining agreement with IBEW 66 related to Houston Electric employees would have expired in May 2023, but Houston Electric and IBEW 66 agreed to renew the agreement on a monthly basis while active negotiations continued on a new collective bargaining agreement. On October 18, 2023, IBEW 66 members voted to ratify the new collective bargaining agreement with Houston Electric. The new collective bargaining agreement will expire in May 2026.

Exhibits filed herewith are designated by a cross (†); all exhibits not so designated are incorporated by reference to a prior filing as indicated. Agreements included as exhibits are included only to provide information to investors regarding their terms. Agreements listed below may contain representations, warranties and other provisions that were made, among other things, to provide the parties thereto with specified rights and obligations and to allocate risk among them, and no such agreement should be relied upon as constituting or providing any factual disclosures about the Registrants, any other persons, any state of affairs or other matters.

Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, the Registrants have not filed as exhibits to this combined Form 10-Q certain long-term debt instruments, including indentures, under which the total amount of securities authorized does not exceed 10% of the total assets of the Registrants and its subsidiaries on a consolidated basis. The Registrants hereby agree to furnish a copy of any such instrument to the SEC upon request.

Exhibit Number						Description						Report or Registration Statement						SEC File or Registration Number						Exhibit Reference						CenterPoint Energy						Houston Electric						CERC
2.1*						Agreement and Plan of Merger, dated as of April 21, 2018, by and among Vectren Corporation, CenterPoint Energy, Inc. and Pacer Merger Sub, Inc.						CenterPoint Energy’s Form 8-K dated April 21, 2018						1-31447						2.1						x
2.2*						Securities Purchase Agreement, dated as of February 3, 2020, by and among Vectren Utility Services, Inc., PowerTeam Services, LLC and, solely for purposes of Section 10.17 of the Securities Purchase Agreement, Vectren Corporation						CenterPoint Energy’s Form 8-K dated February 3, 2020						1-31447						2.1						x
2.3*						Equity Purchase Agreement, dated as of February 24, 2020, by and between CERC Corp. and Athena Energy Services Buyer, LLC						CenterPoint Energy’s Form 8-K dated February 24, 2020						1-31447						2.1						x												x
2.4*						Asset Purchase Agreement, by and between CenterPoint Energy Resources Corp. and Southern Col Midco, LLC, dated as of April 29, 2021						CenterPoint Energy’s Form 10-Q for the quarter ended March 31, 2021						1-31447						2.4						x												x
3.1						Restated Articles of Incorporation of CenterPoint Energy						CenterPoint Energy’s Form 8-K dated July 24, 2008						1-31447						3.2						x
3.2						Restated Certificate of Formation of Houston Electric						Houston Electric’s Form 10-Q for the quarter ended June 30, 2011						1-3187						3.1												x
3.3						Certificate of Incorporation of RERC Corp.						CERC Form 10-K for the year ended December 31, 1997						1-13265						3(a)(1)																		x
3.4						Certificate of Merger merging former NorAm Energy Corp. with and into HI Merger, Inc. dated August 6, 1997						CERC Form 10-K for the year ended December 31, 1997						1-13265						3(a)(2)																		x

Table of Contents

Exhibit Number						Description						Report or Registration Statement						SEC File or Registration Number						Exhibit Reference						CenterPoint Energy						Houston Electric						CERC
3.5						Certificate of Amendment changing the name to Reliant Energy Resources Corp.						CERC Form 10-K for the year ended December 31, 1998						1-13265						3(a)(3)																		x
3.6						Certificate of Amendment changing the name to CenterPoint Energy Resources Corp.						CERC Form 10-Q for the quarter ended June 30, 2003						1-13265						3(a)(4)																		x
3.7						Third Amended and Restated Bylaws of CenterPoint Energy						CenterPoint Energy’s Form 8-K dated February 21, 2017						1-31447						3.1						x
3.8						Amended and Restated Limited Liability Company Agreement of Houston Electric						Houston Electric’s Form 10-Q for the quarter ended June 30, 2011						1-3187						3.2												x
3.9						Bylaws of RERC Corp.						CERC Form 10-K for the year ended December 31, 1997						1-13265						3(b)																		x
3.10						Statement of Resolutions Deleting Shares Designated Series A Preferred Stock of CenterPoint Energy						CenterPoint Energy’s Form 10-K for the year ended December 31, 2011						1-31447						3(c)						x
3.11						Statement of Resolution Establishing Series of Shares Designated Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock of CenterPoint Energy						CenterPoint Energy’s Form 8-K dated August 22, 2018						1-31447						3.1						x
3.12						Statement of Resolution Establishing Series of Shares designated 7.00% Series B Mandatory Convertible Preferred Stock of CenterPoint Energy						CenterPoint Energy’s Form 8-K dated September 25, 2018						1-31447						3.1						x
3.13						Statement of Resolution Establishing Series of Shares designated Series C Mandatory Convertible Preferred Stock of CenterPoint Energy, Inc., filed with the Secretary of State of the State of Texas and effective May 7, 2020						CenterPoint Energy’s Form 8-K dated May 6, 2020						1-31447						3.1						x
4.1						Form of CenterPoint Energy Stock Certificate						CenterPoint Energy’s Registration Statement on Form S-4						3-69502						4.1						x
4.2						Indenture dated as of August 4, 2023, between CenterPoint Energy and The Bank of New York Mellon Trust Company, National Association, as trustee						CenterPoint Energy’s Form 8-K dated August 4, 2023						1-31447						4.1						x
4.3						Indenture dated as of May 19, 2003, between CenterPoint Energy and The Bank of New York Mellon Trust Company, National Association (successor to JPMorgan Chase Bank, National Association (formerly JPMorgan Chase Bank)), as trustee						CenterPoint Energy’s Form 8-K dated May 19, 2003						1-31447						4.1						x
†4.4						Supplemental Indenture No. 14, dated as of August 10, 2023, to Exhibit 4.3																								x
4.5						General Mortgage Indenture, dated as of October 10, 2002, between Houston Electric and The Bank of New York Mellon Trust Company, National Association (successor in trust to JPMorgan Chase Bank)						CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 2002						1-31447						4(j)(1)												x
4.6						Ninth Supplemental Indenture, dated as of November 12, 2002, to Exhibit 4.5						CenterPoint Energy’s Form 10-K for the year ended December 31, 2002						1-31447						4(k)(10)												x
4.7						Twentieth Supplemental Indenture, dated as of December 9, 2008, to Exhibit 4.5						Houston Electric’s Form 8-K dated January 6, 2009						1-3187						4.2												x
4.8						Thirty-Fourth Supplemental Indenture, dated as of September 18, 2023, to Exhibit 4.5						Houston Electric’s Form 8-K dated September 13, 2023						1-3187						4.4												x
†4.9						Officer’s Certificate, dated as of September 18, 2023																														x

Table of Contents

Exhibit Number						Description						Report or Registration Statement						SEC File or Registration Number						Exhibit Reference						CenterPoint Energy						Houston Electric						CERC
†10.1						Third Amendment effective October 1, 2023 to CenterPoint Energy 2005 Deferred Compensation Plan																								x
†10.2						Third Amendment effective October 1, 2023 to CenterPoint Energy Benefit Restoration Plan																								x
†10.3						Fourth Amendment effective October 1, 2023 to CenterPoint Energy Savings Restoration Plan																								x
†10.4						Third Amendment dated July 24, 2023 to CenterPoint Energy Savings Plan																								x
10.5						Form of Award Agreement for Performance Share Units for Officer and Director Employees						CenterPoint Energy’s Form 8-K dated September 27, 2023						1-31447						10.1						x
10.6						Form of Award Agreement for Restricted Stock Units for Officer and Director Employees						CenterPoint Energy’s Form 8-K dated September 27, 2023						1-31447						10.2						x
10.7						First Amendment to Second Amended and Restated Credit Agreement, dated as of July 26, 2023						CenterPoint Energy’s Form 10-Q for the quarter ended June 30, 2023						1-31447						10.1						x
†31.1.1						Rule 13a-14(a)/15d-14(a) Certification of David J. Lesar																								x
†31.1.2						Rule 13a-14(a)/15d-14(a) Certification of Jason P. Wells																														x
†31.1.3						Rule 13a-14(a)/15d-14(a) Certification of Jason P. Wells																																				x
†31.2.1						Rule 13a-14(a)/15d-14(a) Certification of Christopher A. Foster																								x
†31.2.2						Rule 13a-14(a)/15d-14(a) Certification of Christopher A. Foster																														x
†31.2.3						Rule 13a-14(a)/15d-14(a) Certification of Christopher A. Foster																																				x
†32.1.1						Section 1350 Certification of David J. Lesar																								x
†32.1.2						Section 1350 Certification of Jason P. Wells																														x
†32.1.3						Section 1350 Certification of Jason P. Wells																																				x
†32.2.1						Section 1350 Certification of Christopher A. Foster																								x
†32.2.2						Section 1350 Certification of Christopher A. Foster																														x
†32.2.3						Section 1350 Certification of Christopher A. Foster																																				x
†101.INS						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document																								x						x						x
†101.SCH						Inline XBRL Taxonomy Extension Schema Document																								x						x						x
†101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document																								x						x						x
†101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document																								x						x						x
†101.LAB						Inline XBRL Taxonomy Extension Labels Linkbase Document																								x						x						x
†101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document																								x						x						x
†104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)																								x						x						x

*			Schedules to this agreement have been omitted pursuant to Items 601(a)(5) and 601(b)(2) of Regulation S-K. A copy of any omitted schedules will be furnished supplementally to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.

Table of Contents

SIGNATURES

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

			CENTERPOINT ENERGY, INC.
			CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC
			CENTERPOINT ENERGY RESOURCES CORP.
By:			/s/ Kristie L. Colvin
			Kristie L. Colvin
			Senior Vice President and Chief Accounting Officer
			(Duly Authorized Officer and Principal Accounting Officer)

Date: October 26, 2023