Annual Statements Open main menu

CENTERPOINT ENERGY INC - Quarter Report: 2020 September (Form 10-Q)



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, 2020
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE TRANSITION PERIOD FROM __________________ TO __________________

Commission file number 1-31447
CenterPoint Energy, Inc.
(Exact name of registrant as specified in its charter)
Texas
74-0694415
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
1111 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:
RegistrantTitle of each classTrading Symbol(s)Name of each exchange on which registered
CenterPoint Energy, Inc. Common Stock, $0.01 par valueCNPThe New York Stock Exchange
Chicago Stock Exchange, Inc.
CenterPoint Energy, Inc. Depositary Shares for 1/20 of 7.00% Series B Mandatory Convertible Preferred Stock, $0.01 par valueCNP/PBThe New York Stock Exchange
CenterPoint Energy Houston Electric, LLC9.15% First Mortgage Bonds due 2021n/aThe New York Stock Exchange
CenterPoint Energy Houston Electric, LLC6.95% General Mortgage Bonds due 2033n/aThe New York Stock Exchange
CenterPoint Energy Resources Corp.6.625% Senior Notes due 2037n/aThe New York Stock Exchange

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

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.YesþNoo
CenterPoint Energy Houston Electric, LLCYesþNoo
CenterPoint Energy Resources Corp.YesþNoo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth company
CenterPoint Energy, Inc.
þ
oo
CenterPoint Energy Houston Electric, LLCoo
þ
CenterPoint Energy Resources Corp.oo
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.YesNoþ
CenterPoint Energy Houston Electric, LLCYesNoþ
CenterPoint Energy Resources Corp.YesNoþ

Indicate the number of shares outstanding of each of the issuers’ classes of common stock as of October 23, 2020:
CenterPoint Energy, Inc.
544,821,120shares of common stock outstanding, excluding 166 shares held as treasury stock
CenterPoint Energy Houston Electric, LLC
1,000common shares outstanding, all held by Utility Holding, LLC, a wholly-owned subsidiary of CenterPoint Energy, Inc.
CenterPoint Energy Resources Corp.1,000shares of common stock outstanding, all held by Utility Holding, LLC, a wholly-owned subsidiary of CenterPoint Energy, Inc.
            

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



TABLE OF CONTENTS
PART I.FINANCIAL INFORMATION 
Item 1.
 
 
 
 
Item 2.
Consolidated Results of Operations
Results of Operations by Reportable Segment
Item 3.
Item 4.
   
PART II.OTHER INFORMATION 
Item 1.
Item 1A.
Item 6.

i


GLOSSARY
ACEAffordable Clean Energy
ADFITAccumulated deferred federal income taxes
AMAAsset Management Agreement
AMSAdvanced Metering System
APSCArkansas Public Service Commission
ARAMAverage rate assumption method
AROAsset retirement obligation
ARPAlternative revenue program
ASCAccounting Standards Codification
ASUAccounting Standards Update
AT&T CommonAT&T Inc. common stock
Bailey to Jones Creek ProjectA transmission project in the greater Freeport, Texas area, which includes enhancements to two existing substations and the construction of a new 345 kV double-circuit line to be located in the counties of Brazoria, Matagorda and Wharton
BcfBillion cubic feet
Bond CompaniesBond Company II, Bond Company III, Bond Company IV and Restoration Bond Company, each a wholly-owned, bankruptcy remote entity formed solely for the purpose of purchasing and owning transition or system restoration property through the issuance of Securitization Bonds
Bond Company IICenterPoint Energy Transition Bond Company II, LLC, a wholly-owned subsidiary of Houston Electric
Bond Company IIICenterPoint Energy Transition Bond Company III, LLC, a wholly-owned subsidiary of Houston Electric
Bond Company IVCenterPoint Energy Transition Bond Company IV, LLC, a wholly-owned subsidiary of Houston Electric
CARES ActCoronavirus Aid, Relief, and Economic Security Act
CCRCoal Combustion Residuals
CECLCurrent expected credit losses
CEIPCenterPoint Energy Intrastate Pipelines, LLC, a wholly-owned subsidiary of CERC Corp.
CenterPoint EnergyCenterPoint Energy, Inc., and its subsidiaries
CERCCERC Corp., together with its subsidiaries
CERC Corp.CenterPoint Energy Resources Corp.
CESCenterPoint Energy Services, Inc. (now known as Symmetry Energy Solutions, LLC), previously a wholly-owned subsidiary of CERC Corp.
Charter CommonCharter Communications, Inc. common stock
CIPConservation Improvement Program
CNGCompressed Natural Gas
CNP MidstreamCenterPoint Energy Midstream, Inc., a wholly-owned subsidiary of CenterPoint Energy
CODMChief Operating Decision Maker, who is each Registrant’s Chief Operating Executive
Common StockCenterPoint Energy, Inc. common stock, par value $0.01 per share
COVID-19Novel coronavirus disease 2019 and related global outbreak that was subsequently declared a pandemic by the World Health Organization
COVID-19 ERPCOVID-19 Electricity Relief Program
CPPClean Power Plan
CSIACompliance and System Improvement Adjustment
DCRFDistribution Cost Recovery Factor
DRRDistribution Replacement Rider
DSMADemand Side Management Adjustment
ii


GLOSSARY
EBITDAEarnings before income taxes, depreciation and amortization
ECAEnvironmental Cost Adjustment
EDITExcess deferred income taxes
EECREnergy Efficiency Cost Recovery
EECRFEnergy Efficiency Cost Recovery Factor
EEFCEnergy Efficiency Funding Component
EEFREnergy Efficiency Funding Rider
ELGEffluent Limitation Guidelines
EnableEnable Midstream Partners, LP
Enable GPEnable GP, LLC, Enable’s general partner
Enable Series A Preferred UnitsEnable’s 10% Series A Fixed-to-Floating Non-Cumulative Redeemable Perpetual Preferred Units, representing limited partner interests in Enable
Energy ServicesOffered competitive variable and fixed-priced physical natural gas supplies primarily to commercial and industrial customers and electric and natural gas utilities through CES and CEIP
Energy Services Disposal GroupSubstantially all of the businesses within CenterPoint Energy’s and CERC’s Energy Services reporting unit that were sold under the Equity Purchase Agreement
EPAEnvironmental Protection Agency
Equity Purchase AgreementEquity Purchase Agreement, dated as of February 24, 2020, by and between CERC Corp. and Symmetry Energy Solutions Acquisition (f/k/a Athena Energy Services Buyer, LLC)
ERCOTElectric Reliability Council of Texas
ESGEnergy Systems Group, LLC, a wholly-owned subsidiary of Vectren
FERCFederal Energy Regulatory Commission
FitchFitch, Inc.
Form 10-QQuarterly Report on Form 10-Q
FRPFormula Rate Plan
GHGGreenhouse gases
GRIPGas Reliability Infrastructure Program
GWhGigawatt-hours
Houston ElectricCenterPoint Energy Houston Electric, LLC and its subsidiaries
IDEMIndiana Department of Environmental Management
Indiana ElectricOperations of SIGECO’s electric transmission and distribution services, and includes its power generating and wholesale power operations
Indiana GasIndiana Gas Company, Inc., a wholly-owned subsidiary of Vectren
Indiana NorthGas operations of Indiana Gas
Indiana SouthGas operations of SIGECO
Indiana UtilitiesThe combination of Indiana Electric, Indiana North and Indiana South
Infrastructure ServicesProvided underground pipeline construction and repair services through VISCO and its wholly-owned subsidiaries, Miller Pipeline, LLC and Minnesota Limited, LLC
Infrastructure Services Disposal GroupBusinesses within the Infrastructure Services reporting unit that were sold under the Securities Purchase Agreement
Interim Condensed Financial StatementsUnaudited condensed consolidated interim financial statements and combined notes
IRPIntegrated Resource Plan
IRSInternal Revenue Service
IURCIndiana Utility Regulatory Commission
kVKilovolt
KWKilowatts
LIBORLondon Interbank Offered Rate
iii


GLOSSARY
LNGLiquefied Natural Gas
LPSCLouisiana Public Service Commission
MergerThe merger of Merger Sub with and into Vectren on the terms and subject to the conditions set forth in the Merger Agreement, with Vectren continuing as the surviving corporation and as a wholly-owned subsidiary of CenterPoint Energy, Inc.
Merger AgreementAgreement and Plan of Merger, dated as of April 21, 2018, among CenterPoint Energy, Vectren and Merger Sub
Merger SubPacer Merger Sub, Inc., an Indiana corporation and wholly-owned subsidiary of CenterPoint Energy
MESCenterPoint Energy Mobile Energy Solutions, Inc., a wholly-owned subsidiary of CERC Corp.
MGPManufactured gas plant
MLPMaster Limited Partnership
Moody’sMoody’s Investors Service, Inc.
MPSCMississippi Public Service Commission
MPUCMinnesota Public Utilities Commission
MRTEnable Mississippi River Transmission, LLC
MWMegawatts
NGDNatural gas distribution business
NGLsNatural gas liquids
NOLsNet operating losses
NRGNRG Energy, Inc.
OCCOklahoma Corporation Commission
OGEOGE Energy Corp.
PBRCPerformance Based Rate Change
PowerTeam ServicesPowerTeam Services, LLC, a Delaware limited liability company
PRPsPotentially responsible parties
PUCOPublic Utilities Commission of Ohio
PUCTPublic Utility Commission of Texas
Railroad CommissionRailroad Commission of Texas
RCRAResource Conservation and Recovery Act of 1976
RegistrantsCenterPoint Energy, Houston Electric and CERC, collectively
REPRetail electric provider
Restoration Bond CompanyCenterPoint Energy Restoration Bond Company, LLC, a wholly-owned subsidiary of Houston Electric
ROEReturn on equity
ROURight of use
RRARate Regulation Adjustment
RSPRate Stabilization Plan
SECSecurities and Exchange Commission
Securities Purchase AgreementSecurities Purchase Agreement, dated as of February 3, 2020, by and among VUSI, PowerTeam Services, and, solely for purposes of Section 10.17 of the Securities Purchase Agreement, Vectren
Securitization BondsTransition and system restoration bonds
Series A Preferred StockCenterPoint Energy’s Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share, with a liquidation preference of $1,000 per share
Series B Preferred StockCenterPoint Energy’s 7.00% Series B Mandatory Convertible Preferred Stock, par value $0.01 per share, with a liquidation preference of $1,000 per share
iv


GLOSSARY
Series C Preferred StockCenterPoint Energy’s Series C Mandatory Convertible Preferred Stock, par value $0.01 per share, with a liquidation preference of $1,000 per share
SIGECOSouthern Indiana Gas and Electric Company, a wholly-owned subsidiary of Vectren
S&PS&P Global Ratings
SRCSales Reconciliation Component
Symmetry Energy Solutions AcquisitionSymmetry Energy Solutions Acquisition, LLC, a Delaware limited liability company (f/k/a Athena Energy Services Buyer, LLC) and subsidiary of Energy Capital Partners, LLC
TBDTo be determined
TCJATax reform legislation informally called the Tax Cuts and Jobs Act of 2017
TCOSTransmission Cost of Service
TCRFTransmission Cost Recovery Factor
TDSICTransmission, Distribution and Storage System Improvement Charge
TDUTransmission and distribution utility
TSCRTax Savings Credit Rider
Utility HoldingUtility Holding, LLC, a wholly-owned subsidiary of CenterPoint Energy
VCCVectren Capital Corp., a wholly-owned subsidiary of Vectren
VectrenVectren Corporation, a wholly-owned subsidiary of CenterPoint Energy as of February 1, 2019
VEDOVectren Energy Delivery of Ohio, Inc., a wholly-owned subsidiary of Vectren
VIEVariable interest entity
VISCOVectren Infrastructure Services Corporation, formerly a wholly-owned subsidiary of Vectren
Vistra Energy Corp.Texas-based energy company focused on the competitive energy and power generation markets, whose major subsidiaries include Luminant and TXU Energy
VRPVoluntary Remediation Program
VUHIVectren Utility Holdings, Inc., a wholly-owned subsidiary of Vectren
ZENS2.0% Zero-Premium Exchangeable Subordinated Notes due 2029
ZENS-Related SecuritiesAs of both September 30, 2020 and December 31, 2019, consisted of AT&T Common and Charter Common
2019 Form 10-KAnnual Report on Form 10-K for the fiscal year ended December 31, 2019 as filed with the SEC on February 27, 2020, as recast in the Registrants’ Current Report on Form 8-K dated May 18, 2020, and filed with the SEC on May 19, 2020
v


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

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

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

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

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

competitive conditions in the midstream industry, and actions taken by Enable’s customers and competitors, including drilling, production and capital spending decisions of third parties and the extent and timing of the entry of additional competition in the markets served by Enable;

the timing and extent of changes in the supply of natural gas and associated commodity prices, particularly prices of natural gas and NGLs, the competitive effects of the available pipeline capacity in the regions served by Enable, and the effects of geographic and seasonal commodity price differentials, including the effects of these circumstances on re-contracting available capacity on Enable’s interstate pipelines and its commodity risk management activities;

economic effects of the actions of Saudi Arabia, Russia and other oil-producing countries, which have resulted in a substantial decrease in oil and natural gas prices, and the combined impact of these events and COVID-19 on commodity prices;

the demand for crude oil, natural gas, NGLs and transportation and storage services;

environmental and other governmental regulations, including the availability of drilling permits and the regulation of hydraulic fracturing;

recording of goodwill, long-lived asset or other than temporary impairment charges by or related to Enable;

the timing of payments from Enable’s customers under existing contracts, including minimum volume commitment payments;

changes in tax status; and

access to debt and equity capital;

the expected benefits of the Merger and integration, including the outcome of shareholder litigation filed against Vectren that could reduce anticipated benefits of the Merger; as well as the ability to successfully integrate the Vectren businesses and to realize anticipated benefits and commercial opportunities; and the development of new opportunities and the performance of projects undertaken by ESG, including, among other factors, the level of success in bidding contracts and cancellation and/or reductions in the scope of projects by customers, and obligations related to warranties, guarantees and other contractual and legal obligations;

vi


the recording of impairment charges;

industrial, commercial and residential growth in our service territories and changes in market demand, including the demand for our non-utility products and services and effects of energy efficiency measures and demographic patterns;

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

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

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

the COVID-19 pandemic and its effect on our and Enable’s operations, business and financial condition, our industries and the communities we serve, U.S. and world financial markets and supply chains, potential regulatory actions and changes in customer and stakeholder behaviors relating thereto;

volatility and a substantial recent decline in the markets for oil and natural gas as a result of the actions of crude-oil exporting nations and the Organization of Petroleum Exporting Countries and reduced worldwide consumption due to the COVID-19 pandemic;

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

tax legislation, including the effects of the CARES Act and of the TCJA (which includes but is not limited to any potential changes to tax rates, tax credits and/or interest deductibility) 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;

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

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

local, state and federal legislative and regulatory actions or developments relating to the environment, including, among others, those related to global climate change, air emissions, carbon, waste water discharges and the handling and disposal of CCR that could impact the continued operation, and/or cost recovery of generation plant costs and related assets;

the impact of unplanned facility outages or other closures;

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

our ability to fund and invest planned capital and the timely recovery of our investments, including those related to Indiana Electric’s IRP;

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

vii


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

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

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

commercial bank and financial market conditions, our access to capital, the cost of such capital, and the results of our financing and refinancing efforts, including availability of funds in the debt capital markets;

changes in rates of inflation;

inability of various counterparties to meet their obligations to us;

non-payment for our services due to financial distress of our customers;

the extent and effectiveness of our and Enable’s risk management and hedging activities, including, but not limited to financial and weather hedges;

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

the ability of REPs, including REP affiliates of NRG and Vistra Energy Corp., to satisfy their obligations to CenterPoint Energy and Houston Electric;

CenterPoint Energy’s or Enable’s potential business strategies and strategic initiatives, including any recommendations of the Business Review and Evaluation Committee of the Board of Directors, restructurings, joint ventures and acquisitions or dispositions of assets or businesses, which CenterPoint Energy and Enable cannot assure will be completed or will have the anticipated benefits to CenterPoint Energy or Enable;

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

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

the outcome of litigation;

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

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

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

the effective tax rates;

political and economic developments, including the outcome of the U.S. presidential election and resulting energy and environmental policies;

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

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

other factors discussed in “Risk Factors” in Item 1A of Part I of the Registrants’ combined 2019 Form 10-K,which are incorporated herein by reference, in Item 1A of Part II of this combined Form 10-Q and other reports the Registrants file from time to time with the SEC.

viii


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

Table of Contents
PART I. FINANCIAL INFORMATION

Item 1.     FINANCIAL STATEMENTS

CENTERPOINT ENERGY, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED INCOME
(Unaudited)
Three Months EndedNine Months Ended
 September 30,September 30,
2020201920202019
(in millions, except per share amounts)
Revenues:
Utility revenues$1,538 $1,548 $5,087 $5,284 
Non-utility revenues84 110 277 261 
Total1,622 1,658 5,364 5,545 
Expenses:
Utility natural gas, fuel and purchased power170 171 981 1,228 
Non-utility cost of revenues, including natural gas63 80 196 188 
Operation and maintenance659 621 1,976 2,042 
Depreciation and amortization306 316 885 938 
Taxes other than income taxes122 113 387 352 
Goodwill impairment— — 185 — 
Total1,320 1,301 4,610 4,748 
Operating Income302 357 754 797 
Other Income (Expense):
Gain on marketable securities83 59 14 206 
Loss on indexed debt securities(84)(62)(25)(216)
Interest expense and other finance charges(121)(134)(388)(389)
Interest expense on Securitization Bonds(7)(9)(22)(31)
Equity in earnings (loss) of unconsolidated affiliates, net(67)77 (1,499)213 
Interest income16 
Interest income from Securitization Bonds— 
Other income, net10 44 20 
Total(185)(60)(1,873)(177)
Income (Loss) from Continuing Operations Before Income Taxes117 297 (1,119)620 
Income tax expense (benefit)(10)46 (328)75 
Income (Loss) from Continuing Operations127 251 (791)545 
Income (Loss) from Discontinued Operations (net of tax expense of $-0-, $16, $21 and $38, respectively)
(6)19 (182)89 
Net Income (Loss)121 270 (973)634 
Income allocated to preferred shareholders52 29 127 88 
Income (Loss) Available to Common Shareholders$69 $241 $(1,100)$546 
Basic earnings (loss) per common share - continuing operations
$0.14 $0.44 $(1.75)$0.91 
Basic earnings (loss) per common share - discontinued operations
(0.01)0.04 (0.35)0.18 
Basic Earnings (Loss) Per Common Share0.13 0.48 (2.10)1.09 
Diluted earnings (loss) per common share - continuing operations
$0.14 $0.44 $(1.75)$0.91 
Diluted earnings (loss) per common share - discontinued operations
(0.01)0.03 (0.35)0.17 
Diluted Earnings (Loss) Per Common Share$0.13 $0.47 $(2.10)$1.08 
Weighted Average Common Shares Outstanding, Basic545 502 525 502 
Weighted Average Common Shares Outstanding, Diluted548 505 525 505 

See Combined Notes to Unaudited Condensed Consolidated Financial Statements
1

Table of Contents
CENTERPOINT ENERGY, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME
(Unaudited)
Three Months EndedNine Months Ended
 September 30,September 30,
2020201920202019
(in millions)
Net Income (Loss)$121 $270 $(973)$634 
Other comprehensive income (loss):
Adjustment to pension and other postretirement plans (net of tax of $1, $-0-, $3 and $2)
Net deferred gain (loss) from cash flow hedges (net of tax of $-0-, $-0-, $-0- and $-0-)
— (2)— (3)
Reclassification of deferred loss from cash flow hedges realized in net income (net of tax of $-0-, $-0-, $-0- and $-0-)
— — — 
Reclassification of net deferred losses from cash flow hedges (net of tax of $-0-, $-0-, $4 and $-0-)
— — 15 — 
Other comprehensive income (loss) from unconsolidated affiliates (net of tax of $-0-, $-0-, $-0- and $-0-)
(2)(2)(2)
Total(2)16 
Comprehensive income (loss)123 268 (957)635 
  Income allocated to preferred shareholders52 29 127 88 
Comprehensive income (loss) available to common shareholders
$71 $239 $(1,084)$547 

See Combined Notes to Unaudited Condensed Consolidated Financial Statements


2

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

ASSETS
September 30,
2020
December 31,
2019
(in millions)
Current Assets:
Cash and cash equivalents ($172 and $216 related to VIEs, respectively)
$185 $241 
Investment in marketable securities
836 822 
Accounts receivable ($30 and $26 related to VIEs, respectively), less bad debt reserve of $47 and $21, respectively
731 702 
Accrued unbilled revenues, less bad debt reserve of $2 and $-0-, respectively
284 469 
Natural gas inventory
234 209 
Materials and supplies
300 263 
Taxes receivable
102 106 
Current assets held for sale
— 1,002 
Prepaid expenses and other current assets ($16 and $19 related to VIEs, respectively)
113 123 
Total current assets2,785 3,937 
Property, Plant and Equipment:
Property, plant and equipment
31,823 30,324 
Less: accumulated depreciation and amortization
10,088 9,700 
Property, plant and equipment, net21,735 20,624 
Other Assets:
Goodwill
4,697 4,882 
Regulatory assets ($669 and $788 related to VIEs, respectively)
2,150 2,117 
Investment in unconsolidated affiliates
749 2,408 
Preferred units – unconsolidated affiliate
363 363 
Non-current assets held for sale
— 962 
Other
226 236 
Total other assets8,185 10,968 
Total Assets$32,705 $35,529 

See Combined Notes to Unaudited Condensed Consolidated Financial Statements


3

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

LIABILITIES AND SHAREHOLDERS’ EQUITY
September 30,
2020
December 31,
2019
(in millions, except share amounts)
Current Liabilities:
Short-term borrowings$37 $— 
Current portion of VIE Securitization Bonds long-term debt
208 231 
Indexed debt, net16 19 
Current portion of other long-term debt1,114 618 
Indexed debt securities derivative918 893 
Accounts payable658 884 
Taxes accrued212 239 
Interest accrued117 158 
Customer deposits120 124 
Non-trading derivative liabilities
Current liabilities held for sale— 455 
Other429 350 
Total current liabilities3,830 3,978 
Other Liabilities:  
Deferred income taxes, net3,575 3,928 
Non-trading derivative liabilities15 
Benefit obligations691 750 
Regulatory liabilities3,480 3,474 
Non-current liabilities held for sale— 43 
Other789 738 
Total other liabilities8,541 8,948 
Long-term Debt:  
VIE Securitization Bonds, net610 746 
Other long-term debt, net11,336 13,498 
Total long-term debt, net11,946 14,244 
Commitments and Contingencies (Note 14)
Shareholders’ Equity:  
Cumulative preferred stock, $0.01 par value, 20,000,000 shares authorized
Series A Preferred Stock, $0.01 par value, $800 aggregate liquidation preference, 800,000 shares outstanding
790 790 
Series B Preferred Stock, $0.01 par value, $978 aggregate liquidation preference, 977,500 shares outstanding
950 950 
Series C Preferred Stock, $0.01 par value, $725 aggregate liquidation preference, 725,000 shares outstanding
716 — 
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 544,819,895 shares and 502,242,061 shares outstanding, respectively
Additional paid-in capital6,805 6,080 
Retained earnings (accumulated deficit)(796)632 
Accumulated other comprehensive loss(82)(98)
Total shareholders’ equity8,388 8,359 
Total Liabilities and Shareholders’ Equity$32,705 $35,529 

See Combined Notes to Unaudited Condensed Consolidated Financial Statements
4

Table of Contents
CENTERPOINT ENERGY, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
(Unaudited)
Nine Months Ended September 30,
20202019
(in millions)
Cash Flows from Operating Activities:
Net income (loss)$(973)$634 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization885 938 
Depreciation and amortization on assets held for sale— 49 
Amortization of deferred financing costs23 22 
Amortization of intangible assets in non-utility cost of revenues19 
Deferred income taxes(429)
Goodwill impairment and loss from reclassification to held for sale175 — 
Goodwill impairment185 — 
Unrealized loss (gain) on marketable securities(14)(206)
Loss (gain) on indexed debt securities25 216 
Write-down of natural gas inventory
Equity in (earnings) losses of unconsolidated affiliates1,499 (213)
Distributions from unconsolidated affiliates109 226 
Pension contributions(84)(94)
Changes in other assets and liabilities, excluding acquisitions:
Accounts receivable and unbilled revenues, net326 521 
Inventory(50)(85)
Taxes receivable(69)
Accounts payable(251)(646)
Fuel cost recovery(5)68 
Non-trading derivatives, net(14)(66)
Margin deposits, net65 (33)
Interest and taxes accrued(53)(89)
Net regulatory assets and liabilities(76)(101)
Other current assets31 
Other current liabilities30 (118)
Other assets81 
Other liabilities46 (22)
Other operating activities, net10 
Net cash provided by operating activities1,439 1,086 
Cash Flows from Investing Activities:
Capital expenditures(1,889)(1,822)
Acquisitions, net of cash acquired— (5,991)
Distributions from unconsolidated affiliate in excess of cumulative earnings46 — 
Proceeds from divestitures (Note 3)1,136 — 
Other investing activities, net24 38 
Net cash used in investing activities(683)(7,775)
Cash Flows from Financing Activities:
Increase in short-term borrowings, net37 — 
Proceeds from (payments of) commercial paper, net(1,057)1,584 
Proceeds from long-term debt, net299 2,916 
Payments of long-term debt(1,060)(1,225)
Payment of debt issuance costs(4)(19)
Payment of dividends on Common Stock(309)(433)
Payment of dividends on Preferred Stock(114)(101)
Proceeds from issuance of Common Stock, net672 — 
Proceeds from issuance of Series C Preferred Stock, net723 — 
Other financing activities, net(6)(14)
Net cash provided by (used in) financing activities(819)2,708 
Net Decrease in Cash, Cash Equivalents and Restricted Cash(63)(3,981)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period271 4,278 
Cash, Cash Equivalents and Restricted Cash at End of Period $208 $297 

See Combined Notes to Unaudited Condensed Consolidated Financial Statements
5

Table of Contents
CENTERPOINT ENERGY, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED CHANGES IN EQUITY
(Unaudited)
 
Three Months Ended September 30,Nine Months Ended September 30,
 2020201920202019
 SharesAmountSharesAmountSharesAmountSharesAmount
 (in millions of dollars and shares, except per share amounts)
Cumulative Preferred Stock, $0.01 par value; authorized 20,000,000 shares
Balance, beginning of period$2,441 $1,740 $1,740 $1,740 
Issuances of Series C Preferred Stock, net of issuance costs and beneficial conversion feature
— 15 — — 716 — — 
Balance, end of period2,456 1,740 2,456 1,740 
Common Stock, $0.01 par value; authorized 1,000,000,000 shares
        
Balance, beginning of period545 502 502 501 
Issuances of Common Stock— — — — 42 — — — 
Issuances related to benefit and investment plans
— — — — — — 
Balance, end of period545 502 545 502 
Additional Paid-in-Capital    
Balance, beginning of period6,801  6,065 6,080  6,072 
Issuances of Common Stock, net of issuance costs
(1)— 672 — 
Issuances related to benefit and investment plans
 21  — 
Recognition of beneficial conversion feature
— — 32 — 
Balance, end of period6,805  6,072 6,805  6,072 
Retained Earnings (Accumulated Deficit)      
Balance, beginning of period(771) 552 632  349 
Net income (loss)121  270 (973) 634 
Common Stock dividends declared (see Note 19)
(82) (145)(309) (289)
Series A Preferred Stock dividends declared (see Note 19)
(24)(24)(49)(24)
Series B Preferred Stock dividends declared (see Note 19)
(17)(17)(51)(34)
Series C Preferred Stock dividends declared (see Note 19)
(7)— (14)— 
Amortization of beneficial conversion feature
(16)— (25)— 
Adoption of ASU 2016-13— — (7)— 
Balance, end of period(796) 636 (796) 636 
Accumulated Other Comprehensive Loss      
Balance, beginning of period(84) (105)(98) (108)
Other comprehensive income (loss) (2)16  
Balance, end of period
(82) (107)(82) (107)
Total Shareholders’ Equity$8,388  $8,346 $8,388  $8,346 

 See Combined Notes to Unaudited Condensed Consolidated Financial Statements
6

Table of Contents
CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC AND SUBSIDIARIES
(AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)
CONDENSED STATEMENTS OF CONSOLIDATED INCOME
(Unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
(in millions)
Revenues$828 $859 $2,182 $2,310 
Expenses:    
Operation and maintenance381 359 1,104 1,086 
Depreciation and amortization151 168 420 519 
Taxes other than income taxes64 63 192 186 
Total596 590 1,716 1,791 
Operating Income232 269 466 519 
Other Income (Expense):    
Interest expense and other finance charges(43)(41)(127)(123)
Interest expense on Securitization Bonds(7)(9)(22)(31)
Interest income18 
Interest income from Securitization Bonds— 
Other income (expense), net— (2)(5)
Total(49)(43)(142)(137)
Income Before Income Taxes183 226 324 382 
Income tax expense26 41 47 70 
Net Income$157 $185 $277 $312 

See Combined Notes to Unaudited Condensed Consolidated Financial Statements

7

Table of Contents
CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC AND SUBSIDIARIES
(AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)
CONDENSED STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME
(Unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
(in millions)
Net income$157 $185 $277 $312 
Other comprehensive loss:
Net deferred loss from cash flow hedges (net of tax of $-0-, $-0-, $-0- and $-0-)
— — — (1)
Reclassification of net deferred losses from cash flow hedges (net of tax of $-0-, $-0-, $4 and $-0-)
— — 15 — 
Total
— — 15 (1)
Comprehensive income$157 $185 $292 $311 

See Combined Notes to Unaudited Condensed Consolidated Financial Statements

8

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

ASSETS
 September 30,
2020
December 31,
2019
(in millions)
Current Assets:  
Cash and cash equivalents ($172 and $216 related to VIEs, respectively)
$172 $216 
Accounts and notes receivable ($30 and $26 related to VIEs, respectively), less bad debt reserve of $1 and $1, respectively
367 238 
Accounts and notes receivable–affiliated companies41 523 
Accrued unbilled revenues124 117 
Materials and supplies182 147 
Prepaid expenses and other current assets ($16 and $19 related to VIEs, respectively)
32 49 
Total current assets918 1,290 
Property, Plant and Equipment:
Property, plant and equipment13,354 12,829 
Less: accumulated depreciation and amortization3,875 3,797 
Property, plant and equipment, net9,479 9,032 
Other Assets:  
Regulatory assets ($669 and $788 related to VIEs, respectively)
873 915 
Other26 25 
Total other assets899 940 
Total Assets
$11,296 $11,262 

See Combined Notes to Unaudited Condensed Consolidated Financial Statements

















9

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

LIABILITIES AND MEMBERS EQUITY
September 30,
2020
December 31,
2019
(in millions)
Current Liabilities:  
Short-term borrowings$$— 
Current portion of VIE Securitization Bonds long-term debt208 231 
Current portion of other long-term debt402 — 
Accounts payable256 268 
Accounts and notes payable–affiliated companies60 76 
Taxes accrued155 123 
Interest accrued45 69 
Other127 63 
Total current liabilities1,258 830 
Other Liabilities:  
Deferred income taxes, net1,029 1,030 
Benefit obligations72 75 
Regulatory liabilities1,285 1,288 
Other87 69 
Total other liabilities2,473 2,462 
Long-term Debt:  
VIE Securitization Bonds, net610 746 
Other, net3,869 3,973 
Total long-term debt, net4,479 4,719 
Commitments and Contingencies (Note 14)
Member’s Equity:
Common stock— — 
Additional paid-in capital2,486 2,486 
Retained earnings600 780 
Accumulated other comprehensive loss— (15)
Total member’s equity
3,086 3,251 
Total Liabilities and Member’s Equity
$11,296 $11,262 

See Combined Notes to Unaudited Condensed Consolidated Financial Statements

10

Table of Contents
CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC AND SUBSIDIARIES
(AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
(Unaudited)
Nine Months Ended September 30,
20202019
(in millions)
Cash Flows from Operating Activities: 
Net income$277 $312 
Adjustments to reconcile net income to net cash provided by operating activities:  
Depreciation and amortization420 519 
Amortization of deferred financing costs
Deferred income taxes(36)(39)
Changes in other assets and liabilities:  
Accounts and notes receivable, net(145)(84)
Accounts receivable/payable–affiliated companies10 (7)
Inventory(35)(9)
Accounts payable(7)
Taxes receivable— 
Interest and taxes accrued16 (28)
Non-trading derivatives, net15 (25)
Net regulatory assets and liabilities(58)
Other current assets13 15 
Other current liabilities21 (3)
Other assets(5)
Other liabilities(13)
Other operating activities, net
(11)(9)
Net cash provided by operating activities552 595 
Cash Flows from Investing Activities:  
Capital expenditures(750)(744)
Decrease (increase) in notes receivable–affiliated companies456 (772)
Other investing activities, net11 12 
Net cash used in investing activities(283)(1,504)
Cash Flows from Financing Activities:  
Increase in short-term borrowings, net— 
Proceeds from long-term debt, net299 696 
Payments of long-term debt(160)(390)
Decrease in notes payable–affiliated companies— (1)
Dividend to parent(457)(100)
Contribution from parent— 590 
Payment of debt issuance costs(3)(8)
Other financing activities, net
— (1)
Net cash provided by (used in) financing activities(316)786 
Net Decrease in Cash, Cash Equivalents and Restricted Cash(47)(123)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period235 370 
Cash, Cash Equivalents and Restricted Cash at End of Period$188 $247 

See Combined Notes to Unaudited Condensed Consolidated Financial Statements

11

Table of Contents
CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC AND SUBSIDIARIES
(AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)
CONDENSED STATEMENTS OF CONSOLIDATED CHANGES IN EQUITY
(Unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
 2020201920202019
 SharesAmountSharesAmountSharesAmountSharesAmount
 (in millions, except share amounts)
Common Stock        
Balance, beginning of period1,000 $— 1,000 $— 1,000 $— 1,000 $— 
Balance, end of period1,000 — 1,000 — 1,000 — 1,000 — 
Additional Paid-in-Capital      
Balance, beginning of period2,486  2,486 2,486  1,896 
Contribution from Parent— — — 590 
Balance, end of period2,486  2,486 2,486  2,486 
Retained Earnings      
Balance, beginning of period495  887 780  800 
Net income157  185 277  312 
Dividend to parent(52)(60)(457)(100)
Balance, end of period600  1,012 600  1,012 
Accumulated Other Comprehensive Loss
Balance, beginning of period— (15)(15)(14)
Other comprehensive income (loss)— — 15 (1)
Balance, end of period
— (15)— (15)
Total Member’s Equity$3,086  $3,483 $3,086  $3,483 

See Combined Notes to Unaudited Condensed Consolidated Financial Statements

12

Table of Contents

CENTERPOINT ENERGY RESOURCES CORP. AND SUBSIDIARIES
(AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)
CONDENSED STATEMENTS OF CONSOLIDATED INCOME
(Unaudited)
Three Months EndedNine Months Ended
September 30,September 30,
2020201920202019
(in millions)
Revenues:
Utility revenues$415 $398 $1,878 $2,106 
Non-utility revenues11 22 42 52 
Total426 420 1,920 2,158 
Expenses:    
Utility natural gas106 105 715 978 
Non-utility cost of revenues, including natural gas11 15 29 
Operation and maintenance186 181 574 608 
Depreciation and amortization78 72 226 218 
Taxes other than income taxes40 33 134 120 
Total412 402 1,664 1,953 
Operating Income14 18 256 205 
Other Expense:    
Interest expense and other finance charges(28)(28)(87)(87)
Interest income— — 
Other expense, net(1)(4)(5)(10)
Total(29)(31)(92)(93)
Income (Loss) From Continuing Operations Before Income Taxes(15)(13)164 112 
Income tax expense (benefit)(9)(3)22 10 
Income (Loss) From Continuing Operations(6)(10)142 102 
Income (Loss) from Discontinued Operations (net of tax expense (benefit) of $1, $2, $(2) and $15, respectively)
(66)57 
Net Income (Loss)$(4)$(7)$76 $159 

See Combined Notes to Unaudited Condensed Consolidated Financial Statements


13

Table of Contents
CENTERPOINT ENERGY RESOURCES CORP. AND SUBSIDIARIES
(AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)
CONDENSED STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME
(Unaudited)
Three Months EndedNine Months Ended
 September 30,September 30,
 2020201920202019
(in millions)
Net income (loss)$(4)$(7)$76 $159 
Comprehensive income (loss)$(4)$(7)$76 $159 

See Combined Notes to Unaudited Condensed Consolidated Financial Statements

14

Table of Contents
CENTERPOINT ENERGY RESOURCES CORP. AND SUBSIDIARIES
(AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
 
ASSETS
 September 30,
2020
December 31,
2019
(in millions)
Current Assets:
  
Cash and cash equivalents$$
Accounts receivable, less bad debt reserve of $39 and $15, respectively
231 322 
Accrued unbilled revenues, less bad debt reserve of $1 and $-0-, respectively
90 249 
Accounts and notes receivable–affiliated companies14 10 
Materials and supplies68 71 
Natural gas inventory152 135 
Current assets held for sale— 691 
Prepaid expenses and other current assets11 
Total current assets568 1,489 
Property, Plant and Equipment:
Property, plant and equipment8,608 8,079 
Less: accumulated depreciation and amortization2,408 2,270 
Property, plant and equipment, net6,200 5,809 
Other Assets:  
Goodwill757 757 
Regulatory assets206 191 
Non-current assets held for sale— 213 
Other48 53 
Total other assets1,011 1,214 
Total Assets
$7,779 $8,512 

See Combined Notes to Unaudited Condensed Consolidated Financial Statements

















15

Table of Contents

CENTERPOINT ENERGY RESOURCES CORP. AND SUBSIDIARIES
(AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)
CONDENSED CONSOLIDATED BALANCE SHEETS – (continued)
(Unaudited)
 
LIABILITIES AND STOCKHOLDER’S EQUITY
September 30,
2020
December 31,
2019
(in millions)
Current Liabilities:  
Short-term borrowings$31 $— 
Accounts payable191 333 
Accounts and notes payable–affiliated companies44 47 
Taxes accrued68 84 
Interest accrued31 38 
Customer deposits76 74 
Current liabilities held for sale— 368 
Other165 167 
Total current liabilities606 1,111 
Other Liabilities:  
Deferred income taxes, net509 470 
Benefit obligations84 80 
Regulatory liabilities1,216 1,219 
Non-current liabilities held for sale— 27 
Other437 418 
Total other liabilities2,246 2,214 
Long-Term Debt2,582 2,546 
Commitments and Contingencies (Note 14)
Stockholder’s Equity:
Common stock— — 
Additional paid-in capital1,829 2,116 
Retained earnings506 515 
Accumulated other comprehensive income10 10 
Total stockholder’s equity2,345 2,641 
Total Liabilities and Stockholder’s Equity
$7,779 $8,512 


See Combined Notes to Unaudited Condensed Consolidated Financial Statements

16

Table of Contents
CENTERPOINT ENERGY RESOURCES CORP. AND SUBSIDIARIES
(AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
(Unaudited)
Nine Months Ended September 30,
20202019
(in millions)
Cash Flows from Operating Activities: 
Net income $76 $159 
Adjustments to reconcile net income to net cash provided by operating activities:
  
Depreciation and amortization226 218 
Depreciation and amortization on assets held for sale— 10 
Amortization of deferred financing costs
Deferred income taxes19 26 
Goodwill impairment and loss from reclassification to held for sale93 — 
Write-down of natural gas inventory
Changes in other assets and liabilities:  
Accounts receivable and unbilled revenues, net402 653 
Accounts receivable/payable–affiliated companies(8)(9)
Inventory(3)(47)
Taxes receivable— (4)
Accounts payable(180)(458)
Fuel cost recovery(5)68 
Interest and taxes accrued(18)(23)
Non-trading derivatives, net(13)(60)
Margin deposits, net65 (33)
Net regulatory assets and liabilities(23)(1)
Other current assets11 
Other current liabilities(7)(9)
Other assets(3)
Other liabilities
Other operating activities, net(7)— 
Net cash provided by operating activities646 513 
Cash Flows from Investing Activities:  
Capital expenditures(624)(546)
Decrease (increase) in notes receivable–affiliated companies(9)27 
Proceeds from divestiture (Note 3)286 — 
Other investing activities, net
Net cash used in investing activities(339)(515)
Cash Flows from Financing Activities:  
Increase in short-term borrowings, net31 — 
Proceeds from commercial paper, net30 100 
Dividends to parent(80)(119)
Capital distribution to parent associated with the sale of CES(286)— 
Other financing activities, net(2)(2)
Net cash used in financing activities(307)(21)
Net Decrease in Cash, Cash Equivalents and Restricted Cash— (23)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period25 
Cash, Cash Equivalents and Restricted Cash at End of Period$$

See Combined Notes to Unaudited Condensed Consolidated Financial Statements
17

Table of Contents
CENTERPOINT ENERGY RESOURCES CORP. AND SUBSIDIARIES
(AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)
CONDENSED STATEMENTS OF CONSOLIDATED CHANGES IN EQUITY
(Unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
 2020201920202019
 SharesAmountSharesAmountSharesAmountSharesAmount
 (in millions, except share amounts)
Common Stock    
Balance, beginning of period1,000 $— 1,000 $— 1,000 $— 1,000 $— 
Balance, end of period1,000 — 1,000 — 1,000 — 1,000 — 
Additional Paid-in-Capital      
Balance, beginning of period1,829  2,015 2,116  2,015 
Capital distribution to parent associated
with the sale of CES
— — (286)— 
Other— — (1)— 
Balance, end of period1,829  2,015 1,829  2,015 
Retained Earnings      
Balance, beginning of period518  486 515  423 
Net income (loss)(4) (7)76  159 
Dividend to parent(8) (16)(80) (119)
Adoption of ASU 2016-13— — (5)— 
Balance, end of period506  463 506  463 
Accumulated Other Comprehensive Income
      
Balance, beginning of period10  10  
Balance, end of period10  10  
Total Stockholder’s Equity$2,345  $2,483 $2,345  $2,483 

See Combined Notes to Unaudited Condensed Consolidated Financial Statements

18

Table of Contents

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

COMBINED NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1) Background and Basis of Presentation

General. This combined Form 10-Q is filed separately by three registrants: CenterPoint Energy, Inc., CenterPoint Energy Houston Electric, LLC and CenterPoint Energy Resources Corp. Information contained herein relating to any individual registrant is filed by such registrant solely on its own behalf. Each registrant makes no representation as to information relating exclusively to the other Registrants or the subsidiaries of CenterPoint Energy other than itself or its subsidiaries.

Except as discussed in the last paragraph in Note 12 to the Registrants’ Condensed Consolidated Financial Statements, no registrant has an obligation in respect of any other Registrant’s debt securities, and holders of such debt securities should not consider the financial resources or results of operations of any Registrant other than the obligor in making a decision with respect to such securities.

Included in this combined Form 10-Q are the Interim Condensed Financial Statements of CenterPoint Energy, Houston Electric and CERC, which are referred to collectively as the Registrants. The Combined Notes to the Unaudited Condensed Consolidated Financial Statements apply to all Registrants and specific references to Houston Electric and CERC herein also pertain to CenterPoint Energy, unless otherwise indicated. The Interim Condensed Financial Statements are unaudited, omit certain financial statement disclosures and should be read with the Registrants’ financial statements included in the Registrants’ combined 2019 Form 10-K.

Background. CenterPoint Energy, Inc. is a public utility holding company and owns interests in Enable as described below. As of September 30, 2020, CenterPoint Energy’s operating subsidiaries reported as continuing operations were as follows:

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

CERC (i) owns and operates natural gas distribution systems in six states; (ii) owns and operates permanent pipeline connections through interconnects with various interstate and intrastate pipeline companies through CEIP; and (iii) provides temporary delivery of LNG and CNG throughout the contiguous 48 states through MES.

Vectren holds three public utilities through its wholly-owned subsidiary, VUHI, a public utility holding company:
Indiana Gas provides energy delivery services to natural gas customers located in central and southern Indiana;

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

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

Vectren performs non-utility activities through ESG, which provides energy performance contracting and sustainable infrastructure services, such as renewables, distributed generation and combined heat and power projects.

As of September 30, 2020, CenterPoint Energy, indirectly through CNP Midstream, owned approximately 53.7% of the common units representing limited partner interests in Enable, 50% of the management rights and 40% of the incentive distribution rights in Enable GP and also directly owned an aggregate of 14,520,000 Enable Series A Preferred Units. Enable owns, operates and develops natural gas and crude oil infrastructure assets.

As of September 30, 2020, CenterPoint Energy and Houston Electric had VIEs consisting of the Bond Companies, which are consolidated. The consolidated VIEs are wholly-owned, bankruptcy-remote, special purpose entities that were formed solely for the purpose of securitizing transition and system restoration-related property. Creditors of CenterPoint Energy and Houston Electric have no recourse to any assets or revenues of the Bond Companies. The bonds issued by these VIEs are payable only
19

Table of Contents
from and secured by transition and system restoration property, and the bondholders have no recourse to the general credit of CenterPoint Energy or Houston Electric.

Basis of Presentation. The preparation of the Registrants’ financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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

Discontinued Operations. On February 3, 2020, CenterPoint Energy, through its subsidiary VUSI, entered into the Securities Purchase Agreement to sell the Infrastructure Services Disposal Group, which provided underground pipeline construction and repair services through wholly-owned subsidiaries Miller Pipeline, LLC and Minnesota Limited, LLC and served natural gas utilities across the United States, focusing on recurring integrity, station and maintenance work and opportunities for large transmission pipeline construction projects. The transaction closed on April 9, 2020. See Note 3 for further information.

Additionally, on February 24, 2020, CenterPoint Energy, through its subsidiary CERC Corp., entered into the Equity Purchase Agreement to sell the Energy Services Disposal Group, which obtained and offered competitive variable and fixed-price physical natural gas supplies and services primarily to commercial and industrial customers and electric and natural gas utilities in over 30 states. The transaction closed on June 1, 2020. See Note 3 for further information.

COVID-19 Impacts. On March 11, 2020, the World Health Organization declared the current COVID-19 outbreak to be a global pandemic, and on March 13, 2020, the United States declared a national emergency. In response to these declarations and the rapid spread of COVID-19, federal, state and local governments have imposed varying degrees of restrictions on business and social activities to contain COVID-19, including business shutdowns and closures, travel restrictions, quarantines, curfews, shelter in place and “stay-at-home” orders in the Registrants’ service territories. State and local authorities have also implemented multi-step policies with the goal of re-opening various sectors of the economy such as retail establishments, health and personal care businesses, and restaurants, among others. Governing authorities continue to reassess re-opening approaches and decisions for their respective jurisdictions given the number of COVID-19 cases and hospitalizations. The COVID-19 outbreak may significantly worsen in the United States during the upcoming winter months, which may cause federal, state and local governments to reconsider restrictions on business and social activities. In the event governments increase restrictions, the re-opening of the economy may be further curtailed. The Registrants have experienced some resulting disruptions to their business operations, as these restrictions significantly impacted, and may continue to impact, many sectors of the economy with various businesses curtailing or ceasing normal operations. The Registrants’ electric facilities and natural gas distribution systems, as applicable, have remained operational, and their respective customers have continued to receive service. While residential electric usage has increased as individuals continue to stay at home or work remotely, the Registrants have experienced reduced demand and usage among their respective electric and natural gas commercial and industrial customers, as well as a decrease in revenues related to disconnections and reconnections due to the varying disconnect moratoriums across their service territories during 2020 due to COVID-19. Houston Electric is following PUCT orders regarding disconnection practices related to those customers impacted by COVID-19. See Note 6 for further discussion. As a result of the disconnect moratoriums across CenterPoint Energy’s and CERC’s NGD service territories and other payment deferrals or arrangements, days outstanding on receivables and uncollectible accounts have increased, resulting in an increase to allowance for doubtful accounts, which may ultimately increase further. However, CenterPoint Energy’s NGD and CERC’s NGD service territories and Indiana Electric have either (1) received authority from their public utility commissions to defer bad debt expense associated with COVID-19 as a regulatory asset or (2) exercised existing authority to recover bad debt expense through a tracking mechanism. Some of the Registrants also received authority to recover other COVID-19 costs but must offset those costs with any cost reductions attributable to COVID-19. The ultimate impacts of the COVID-19 pandemic on the Registrants’ businesses will depend on future developments and evolving factors, including, among others, the ultimate spread, scope and duration of the pandemic, the consequences of governmental and other measures designed to prevent the spread of COVID-19, the development of effective treatments or vaccines, actions taken by governmental authorities, customers, suppliers and other third parties, workforce availability and the timing and extent to which normal economic and operating conditions resume. While the Registrants continue to assess the COVID-19 situation, they cannot estimate with any degree of certainty the full impact of the COVID-19 pandemic on their liquidity, financial condition and future results of operations at this time. However,
20

Table of Contents
the Registrants expect the COVID-19 situation to adversely impact future quarters. See Notes 5 and 6 for further information on COVID-19’s impact on the Registrants.

(2) New Accounting Pronouncements

The following table provides an overview of certain recently adopted or issued accounting pronouncements applicable to all the Registrants, unless otherwise noted.
Recently Adopted Accounting Standards
ASU Number and NameDescriptionDate of AdoptionFinancial Statement Impact
upon Adoption
ASU 2016-13- Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
This standard, including standards amending this standard, requires a new model called CECL to estimate credit losses for (1) financial assets subject to credit losses and measured at amortized cost and (2) certain off-balance sheet credit exposures. Upon initial recognition of the exposure, the CECL model requires an entity to estimate the credit losses expected over the life of an exposure based on historical information, current information and reasonable and supportable forecasts, including estimates of prepayments.
Transition method: modified retrospective
January 1, 2020The Registrants adopted the standard and recognized a cumulative-effect adjustment of the transition to opening retained earnings and allowance for doubtful accounts with no impact on results of operations and cash flows. See Note 4 for more information.
ASU 2018-13- Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement
This standard eliminates, modifies and adds certain disclosure requirements for fair value measurements.
Transition method: prospective for additions and one modification and retrospective for all other amendments
Adoption of eliminations and modifications as of September 30, 2018 and additions as of January 1, 2020
The adoption of this standard did not impact the Registrants’ financial position, results of operations or cash flows. The disclosures modified and added upon adoption are no longer included in Note 8 due to the sale of the Energy Services Disposal Group.
ASU 2019-12: Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes
This standard simplifies accounting for income taxes by eliminating certain exceptions to the guidance for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also simplifies aspects of the accounting for franchise taxes that are partially based on income and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill.
Transition method: prospective for all amendments that apply to the Registrants

January 1, 2020Upon adoption, the Registrants are not required to apply the intraperiod tax allocation exception when there is a current-period loss from continuing operations.  Accordingly, CenterPoint Energy determined the tax effect of income from continuing operations without considering the tax effects of items that are not included in continuing operations (i.e., discontinued operations).  Additionally, CenterPoint Energy is no longer required to limit the year-to-date tax benefit recognized when the year-to-date benefit exceeds the anticipated full year benefit.

Issued, Not Yet Effective Accounting Standards
ASU Number and NameDescriptionEffective DateFinancial Statement Impact
upon Adoption
ASU 2020-06: Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity
This standard eliminates the cash conversion and beneficial conversion feature models in ASC 470-20 that require separate accounting for embedded features as a component of equity. It simplifies the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification. The standard also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share (EPS) calculation and the average market price to calculate the diluted EPS denominator. Additional disclosures will also be required upon adoption.
Transition method: modified retrospective
January 1, 2022

Early adoption is permitted starting January 1, 2021
CenterPoint Energy is currently assessing the impact that the adoption of this standard may have on its financial position, results of operations, cash flows and disclosures related to its Series B Preferred Stock and Series C Preferred Stock.


Management believes that other recently adopted and recently issued accounting standards that are not yet effective will not have a material impact on the Registrants’ financial position, results of operations or cash flows upon adoption.

(3) Divestitures (CenterPoint Energy and CERC)

Divestiture of Infrastructure Services (CenterPoint Energy). On February 3, 2020, CenterPoint Energy, through its subsidiary VUSI, entered into the Securities Purchase Agreement to sell the Infrastructure Services Disposal Group to PowerTeam Services. Subject to the terms and conditions of the Securities Purchase Agreement, PowerTeam Services agreed to purchase all of the outstanding equity interests of VISCO for approximately $850 million, subject to customary adjustments set
21

Table of Contents
forth in the Securities Purchase Agreement, including adjustments based on VISCO’s net working capital at closing, indebtedness, cash and cash equivalents and transaction expenses. The transaction closed on April 9, 2020 for $850 million in cash. Additionally, as of September 30, 2020, CenterPoint Energy had a receivable from PowerTeam Services for working capital and other adjustments set forth in the Security Purchase Agreement.

In February 2020, certain assets and liabilities representing the Infrastructure Services Disposal Group met the held for sale criteria and represented all of the businesses within the reporting unit. In accordance with the Securities Purchase Agreement, VISCO was converted from a wholly-owned corporation to a limited liability company that was disregarded for federal income tax purposes immediately prior to the closing of the transaction resulting in the sale of membership units. The sale was considered an asset sale for tax purposes, requiring net deferred tax liabilities of approximately $127 million as of April 9, 2020, the date the transaction closed, to be recognized as a deferred income tax benefit by CenterPoint Energy. Additionally, CenterPoint Energy recognized a current tax benefit of $2 million and a current tax expense of $157 million in the three and nine months ended September 30, 2020, respectively, as a result of the cash taxes payable upon sale.

Upon classifying the Infrastructure Services Disposal Group as held for sale and in connection with the preparation of CenterPoint Energy’s financial statements as of the three months ended March 31, 2020, CenterPoint Energy recorded a goodwill impairment of approximately $82 million, plus an additional loss of $14 million for cost to sell, in the nine months ended September 30, 2020. Additionally, CenterPoint Energy recognized a net pre-tax loss of $9 million and $6 million in connection with the closing of the disposition of the Infrastructure Services Disposal Group during the three and nine months ended September 30, 2020, respectively.

In the Securities Purchase Agreement, CenterPoint Energy agreed to a mechanism to reimburse PowerTeam Services subsequent to closing of the sale for certain amounts of specifically identified change orders that may be ultimately rejected by one of VISCO’s customers as part of on-going audits. CenterPoint Energy’s maximum contractual exposure under the Securities Purchase Agreement, in addition to the amount reflected in the working capital adjustment, for these change orders is $21 million. CenterPoint Energy does not expect the ultimate outcome of this matter to have a material adverse effect on its financial condition, results of operations or cash flows.

Divestiture of Energy Services (CenterPoint Energy and CERC). On February 24, 2020, CenterPoint Energy, through its subsidiary CERC Corp., entered into the Equity Purchase Agreement to sell the Energy Services Disposal Group to Symmetry Energy Solutions Acquisition. This transaction did not include CEIP and its assets or MES. Symmetry Energy Solutions Acquisition agreed to purchase all of the outstanding equity interests of the Energy Services Disposal Group for approximately $400 million, subject to customary adjustments set forth in the Equity Purchase Agreement, and inclusive of an estimate of the cash adjustment for the Energy Services Disposal Group’s net working capital at closing, indebtedness and transaction expenses. The transaction closed on June 1, 2020 for approximately $286 million in cash. Additionally, as of September 30, 2020, CenterPoint Energy had a receivable of $79 million from Symmetry Energy Solutions Acquisition for working capital and other adjustments set forth in the Equity Purchase Agreement. CenterPoint Energy collected such receivable in October 2020 for full and final settlement of the working capital adjustment under the Equity Purchase Agreement.

In February 2020, certain assets and liabilities representing the Energy Services Disposal Group met the criteria to be classified as held for sale and represented substantially all of the businesses within the reporting unit. In accordance with the Equity Purchase Agreement, CES was converted from a wholly-owned corporation to a limited liability company that is disregarded for federal income tax purposes immediately prior to the closing of the transaction resulting in the sale of membership units. The sale was considered an asset sale for tax purposes, requiring the net deferred tax liability of approximately $3 million as of June 1, 2020, the date the transaction closed, to be recognized as a deferred tax benefit by CenterPoint Energy and CERC upon closing. Additionally, CenterPoint Energy and CERC recognized current tax expense of $1 million and $4 million in the three and nine months ended September 30, 2020, respectively, as a result of the cash taxes payable upon sale.

Upon classifying the Energy Services Disposal Group as held for sale and in connection with the preparation of CenterPoint Energy’s and CERC’s respective financial statements as of the three months ended March 31, 2020, CenterPoint Energy and CERC recorded a goodwill impairment of approximately $62 million in the nine months ended September 30, 2020. Additionally, CenterPoint Energy recognized a loss on assets held for sale of approximately $-0- and $31 million, plus an additional loss of $-0- and $6 million for cost to sell, recorded only at CenterPoint Energy during the three and nine months ended September 30, 2020, respectively. CenterPoint Energy and CERC recognized a gain on sale of $3 million in the three and nine months ended September 30, 2020.

As a result of the sale of the Energy Services and Infrastructure Services Disposal Groups, there were no assets or liabilities classified as held for sale as of September 30, 2020. The assets and liabilities of the Infrastructure Services and Energy Services Disposal Groups as of December 31, 2019 have been recast as assets and liabilities held for sale and retained their current or
22

Table of Contents
long-term classification applicable as of December 31, 2019. Long-lived assets are not depreciated or amortized once they are classified as held for sale. The assets and liabilities of the Infrastructure Services and Energy Services Disposal Groups classified as held for sale in CenterPoint Energy’s and CERC’s Condensed Consolidated Balance Sheets, as applicable, as of December 31, 2019 included the following:
December 31, 2019
CenterPoint EnergyCERC
Infrastructure Services Disposal GroupEnergy Services Disposal GroupTotalEnergy Services Disposal Group
(in millions)
Receivables, net$192 $445 $637 $445 
Accrued unbilled revenues109 117 
Natural gas inventory— 67 67 67 
Materials and supplies— — 
Non-trading derivative assets— 136 136 136 
Other35 39 35 
Total current assets held for sale311 691 1,002 691 
Property, plant and equipment, net295 26 321 26 
Goodwill
220 62 282 62 
Non-trading derivative assets— 58 58 58 
Other234 67 301 67 
Total non-current assets held for sale749 213 962 213 
Total assets held for sale$1,060 $904 $1,964 $904 
Accounts payable$45 $299 $344 $299 
Taxes accrued— — 
Non-trading derivative liabilities— 44 44 44 
Other40 25 65 25 
Total current liabilities held for sale87 368 455 368 
Non-trading derivative liabilities— 14 14 14 
Benefit obligations— 
Other16 25 
Total non-current liabilities held for sale16 27 43 27 
Total liabilities held for sale$103 $395 $498 $395 

Because the Infrastructure Services and Energy Services Disposal Groups met the held for sale criteria and their disposals also represent a strategic shift to CenterPoint Energy and CERC, as applicable, the earnings and expenses directly associated with these dispositions, including operating results of the businesses through the date of sale, are reflected as discontinued operations on CenterPoint Energy’s and CERC’s Statements of Consolidated Income, as applicable. As a result, prior periods have also been recast to reflect the earnings or losses from such businesses as income from discontinued operations, net of tax.

23

Table of Contents
A summary of the Infrastructure Services and Energy Services Disposal Groups presented in CenterPoint Energy’s and CERC’s Condensed Statements of Consolidated Income, as applicable, is as follows:
Three Months Ended September 30,
20202019 202020192020201920202019
CenterPoint EnergyCERC
Infrastructure Services Disposal GroupEnergy Services Disposal GroupTotalEnergy Services Disposal Group
(in millions)
Revenues$— $377 $— $740 $— $1,117 $— $740 
Expenses:
Non-utility cost of revenues— 96 — 715 — 811 — 715 
Operation and maintenance — 235 — 17 — 252 — 17 
Depreciation and amortization— 15 — — 18 — 
Taxes other than income taxes— — — — — — 
Total— 347 — 735 — 1,082 — 735 
Income (loss) from Discontinued Operations before income taxes
— 30 — — 35 — 
Gain (loss) on classification to held for sale, net (2)(9)— — (6)— — 
Income tax expense (benefit)(1)15 — 16 
Net income (loss) from Discontinued Operations
$(8)$15 $$$(6)$19 $$
Nine Months Ended September 30,
2020
2019 (1)
202020192020201920202019
CenterPoint EnergyCERC
Infrastructure Services Disposal GroupEnergy Services Disposal GroupTotalEnergy Services Disposal Group
(in millions)
Revenues$250 $849 $1,167 $2,834 $1,417 $3,683 $1,167 $2,834 
Expenses:
Non-utility cost of revenues50 228 1,108 2,701 1,158 2,929 1,108 2,701 
Operation and maintenance 184 526 34 51 218 577 34 51 
Depreciation and amortization— 39 — 10 — 49 — 10 
Taxes other than income taxes— — 
Total235 794 1,145 2,762 1,380 3,556 1,145 2,762 
Income (loss) from Discontinued Operations before income taxes
15 55 22 72 37 127 22 72 
Gain (loss) on classification to held for sale, net (2)(102)— (96)— (198)— (90)— 
Income tax expense (benefit)24 21 (3)17 21 38 (2)15 
Net income (loss) from Discontinued Operations
$(111)$34 $(71)$55 $(182)$89 $(66)$57 

(1)Reflects February 1, 2019 to September 30, 2019 results only due to the Merger.

(2)Loss from classification to held for sale is inclusive of goodwill impairment, gains and losses recognized upon sale, and for CenterPoint Energy, its costs to sell.
24

Table of Contents
CenterPoint Energy and CERC have elected not to separately disclose discontinued operations on their respective Condensed Statements of Consolidated Cash Flows. Long-lived assets are not depreciated or amortized once they are classified as held for sale. The following table summarizes CenterPoint Energy’s and CERC’s cash flows from discontinued operations and certain supplemental cash flow disclosures related to the Infrastructure Services and Energy Services Disposal Groups, as applicable:
Nine Months Ended September 30,
2020
2019 (1)
2020201920202019
CenterPoint EnergyCERC
Infrastructure Services Disposal GroupEnergy Services Disposal GroupEnergy Services Disposal Group
(in millions)
Depreciation and amortization$— $39 $— $10 $— $10 
Amortization of intangible assets in Non-utility cost of revenues— 15 — — — — 
Write-down of natural gas inventory— — 
Capital expenditures16 53 12 12 
Non-cash transactions:
Accounts payable related to capital expenditures

(1)Reflects February 1, 2019 to September 30, 2019 results only due to the Merger.

Other Sale Related Matters (CenterPoint Energy and CERC). CES provided natural gas supply to CenterPoint Energy’s and CERC’s NGD under contracts executed in a competitive bidding process, with the duration of some contracts extending into 2021. In addition, CERC is the natural gas transportation provider for a portion of CES’s customer base and will continue to be the transportation provider for these customers as long as these customers retain a relationship with the divested CES business.

Revenues and expenses incurred by CenterPoint Energy and CERC for natural gas transportation and supply until the closing of the sale of the Energy Services Disposal Group were as follows:
Three Months Ended September 30,
2020
20192020 2019
CenterPoint EnergyCERC
(in millions)
Transportation revenue$— $33 $— $33 
Natural gas expense— 10 — 10 
Nine Months Ended September 30,
2020 (1)
2019
2020 (1)
2019
CenterPoint EnergyCERC
(in millions)
Transportation revenue$34 $81 $34 $81 
Natural gas expense48 90 47 89 

(1)Represents charges for the period January 1, 2020 until the closing of the sale of the Energy Services Disposal Group.

NGD has AMAs associated with its utility distribution service in Arkansas, Louisiana, Mississippi, Oklahoma and Texas. The AMAs are with the Energy Services Disposal Group and will expire in 2021. Pursuant to the provisions of the agreements, NGD sells natural gas and agrees to repurchase an equivalent amount of natural gas during the winter heating seasons at the same cost. These transactions are accounted for as inventory financing. CenterPoint Energy and CERC had outstanding obligations related to the AMAs of $31 million and $-0- as of September 30, 2020 and December 31, 2019, respectively.

The Infrastructure Services Disposal Group provides pipeline construction and repair services to CenterPoint Energy’s and CERC’s NGD. In accordance with consolidation guidance in ASC 980—Regulated Operations, costs incurred by NGD utilities for these pipeline construction and repair services are not eliminated in consolidation when capitalized and included in rate base by the NGD utility. Amounts charged for these services that are not capitalized are included primarily in Operation and maintenance expenses. Fees incurred by CenterPoint Energy’s and CERC’s NGD for pipeline construction and repair services
25

Table of Contents
are as follows:
Three Months Ended September 30,
2020 2019 20202019
CenterPoint EnergyCERC
(in millions)
Pipeline construction and repair services capitalized$— $45 $— $
Pipeline construction and repair service charges in operations and maintenance expense
— — 
Nine Months Ended September 30,
2020 (1)
2019 (2)
20202019
CenterPoint EnergyCERC
(in millions)
Pipeline construction and repair services capitalized$34 $112 $— $12 
Pipeline construction and repair service charges in operations and maintenance expense

(1)Represents charges for the period January 1, 2020 until the closing of the sale of the Infrastructure Services Disposal Group.

(2)Represents charges for the period beginning February 1, 2019 due to the Merger.


(4) Revenue Recognition and Provision for Doubtful Accounts

Revenues from Contracts with Customers

In accordance with ASC 606, Revenue from Contracts with Customers, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Registrants expect to be entitled to receive in exchange for these goods or services. The revenues and related balances in the following tables exclude operating revenues and balances from the Energy Services Disposal Group and Infrastructure Services Disposal Group, which are reflected as discontinued operations and assets held for sale prior to the date of closing of each transaction. See Note 3 for further information.

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

CenterPoint Energy
Three Months Ended September 30, 2020
Houston Electric
T&D
Indiana
Electric Integrated
Natural Gas DistributionCorporate
and Other
Total
(in millions)
Revenue from contracts
$828 $157 $550 $75 $1,610 
Other (1)
— — 10 12 
Total revenues$828 $157 $560 $77 $1,622 
Nine Months Ended September 30, 2020
Houston Electric
T&D
Indiana
Electric Integrated
Natural Gas DistributionCorporate
and Other
Total
(in millions)
Revenue from contracts
$2,188 $414 $2,475 $240 $5,317 
Other (1)
(2)— 44 47 
Total revenues$2,186 $414 $2,519 $245 $5,364 
26

Table of Contents
Three Months Ended September 30, 2019
Houston Electric
T&D
Indiana
Electric Integrated
Natural Gas Distribution Corporate
and Other
Total
(in millions)
Revenue from contracts
$861 $165 $527 $91 $1,644 
Other (1)
(2)— 14 14 
Total revenues$859 $165 $541 $93 $1,658 
Nine Months Ended September 30, 2019
Houston Electric
T&D
Indiana
Electric Integrated (2)
Natural Gas Distribution (2)Corporate
and Other (2)
Total
(in millions)
Revenue from contracts
$2,319 $388 $2,603 $210 $5,520 
Other (1)
(6)— 26 25 
Total revenues$2,313 $388 $2,629 $215 $5,545 

(1)Primarily consists of income from ARPs, weather hedge gains (losses) and leases. ARPs are contracts between the utility and its regulators, not between the utility and a customer. The Registrants recognize ARP revenue as other revenues when the regulator-specified conditions for recognition have been met. Upon recovery of ARP revenue through incorporation in rates charged for utility service to customers, ARP revenue is reversed and recorded as revenue from contracts with customers. The recognition of ARP revenues and the reversal of ARP revenues upon recovery through rates charged for utility service may not occur in the same period. Total lease income was $2 million and $4 million for the three months ended September 30, 2020 and 2019, respectively, and $4 million and $5 million for the nine months ended September 30, 2020 and 2019, respectively.

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

Houston Electric
Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
(in millions)
Revenue from contracts$828 $861 $2,188 $2,319 
Other (1)
— (2)(6)(9)
Total revenues
$828 $859 $2,182 $2,310 

(1)Primarily consists of income from ARPs, weather hedge gains (losses) and leases. ARPs are contracts between the utility and its regulators, not between the utility and a customer. The Registrants recognize ARP revenue as other revenues when the regulator-specified conditions for recognition have been met. Upon recovery of ARP revenue through incorporation in rates charged for utility service to customers, ARP revenue is reversed and recorded as revenue from contracts with customers. The recognition of ARP revenues and the reversal of ARP revenues upon recovery through rates charged for utility service may not occur in the same period. Lease income was not significant for the three and nine months ended September 30, 2020 and 2019.
27

Table of Contents

CERC
Three Months Ended September 30,
20202019
Natural Gas DistributionCorporate
and Other
TotalNatural Gas Distribution Corporate
and Other
Total
(in millions)
Revenue from contracts
$414 $$417 $403 $$408 
Other (1)
12 — 12 
Total revenues$422 $$426 $415 $$420 
Nine Months Ended September 30,
20202019
Natural Gas DistributionCorporate
and Other
TotalNatural Gas DistributionCorporate
and Other
Total
(in millions)
Revenue from contracts
$1,865 $$1,873 $2,123 $$2,129 
Other (1)
45 47 29 — 29 
Total revenues$1,910 $10 $1,920 $2,152 $$2,158 

(1)Primarily consists of income from ARPs, weather hedge gains (losses) and leases. ARPs are contracts between the utility and its regulators, not between the utility and a customer. The Registrants recognize ARP revenue as other revenues when the regulator-specified conditions for recognition have been met. Upon recovery of ARP revenue through incorporation in rates charged for utility service to customers, ARP revenue is reversed and recorded as revenue from contracts with customers. The recognition of ARP revenues and the reversal of ARP revenues upon recovery through rates charged for utility service may not occur in the same period. Lease income was not significant for the three and nine months ended September 30, 2020 and 2019.

Houston Electric T&D (CenterPoint Energy and Houston Electric). Houston Electric distributes electricity to customers over time and customers consume the electricity when delivered. Revenue, consisting of both volumetric and fixed tariff rates set by the PUCT, is recognized as electricity is delivered and represents amounts both billed and unbilled. Discretionary services requested by customers are provided at a point in time with control transferring upon the completion of the service. Revenue for discretionary services is recognized upon completion of service based on the tariff rates set by the PUCT. Payments for electricity distribution and discretionary services are aggregated and received on a monthly basis. Houston Electric performs transmission services over time as a stand-ready obligation to provide a reliable network of transmission systems. Revenue is recognized upon time elapsed, and the monthly tariff rate set by the PUCT. Payments are received on a monthly basis.

Indiana Electric Integrated (CenterPoint Energy). Indiana Electric generates, distributes and transmits electricity to customers over time, and customers consume the electricity when delivered. Revenue, consisting of both volumetric and fixed tariff rates set by state regulators, is recognized as electricity is delivered and represents amounts both billed and unbilled. Customers are billed monthly and payment terms, set by the regulator, require payment within a month of billing.

Natural Gas Distribution (CenterPoint Energy and CERC). CenterPoint Energy and CERC distribute and transport natural gas to customers over time, and customers consume the natural gas when delivered. Revenue, consisting of both volumetric and fixed tariff rates set by the state governing agency for that service area, is recognized as natural gas is delivered and represents amounts both billed and unbilled. Discretionary services requested by the customer are satisfied at a point in time and revenue is recognized upon completion of service and the tariff rates set by the applicable state regulator. Payments of natural gas distribution, transportation and discretionary services are aggregated and received on a monthly basis.

Contract Balances. When the timing of delivery of service is different from the timing of the payments made by customers and when the right to consideration is conditioned on something other than the passage of time, the Registrants recognize either a contract asset (performance precedes billing) or a contract liability (customer payment precedes performance). Those customers that prepay are represented by contract liabilities until the performance obligations are satisfied. The Registrants’ contract assets are included in Accrued unbilled revenues in their Condensed Consolidated Balance Sheets. As of September 30, 2020, CenterPoint Energy’s contract assets primarily relate to ESG contracts where revenue is recognized using the input method. The Registrants’ contract liabilities are included in Accounts payable and Other current liabilities in their
28

Table of Contents
Condensed Consolidated Balance Sheets. As of September 30, 2020, CenterPoint Energy’s contract liabilities primarily relate to ESG contracts where revenue is recognized using the input method.

The opening and closing balances of accounts receivable, other accrued unbilled revenue, contract assets and contract liabilities from contracts with customers from continuing operations as of December 31, 2019 and September 30, 2020, respectively, are as follows:

CenterPoint Energy
Accounts ReceivableOther Accrued Unbilled RevenuesContract
Assets
Contract Liabilities
(in millions)
Opening balance as of December 31, 2019 $566 $469 $$30 
Closing balance as of September 30, 2020
568 285 22 20 
Increase (decrease)
$$(184)$16 $(10)

The amount of revenue recognized in the nine-month period ended September 30, 2020 that was included in the opening contract liability was $29 million. The difference between the opening and closing balances of the contract liabilities primarily results from the timing difference between CenterPoint Energy’s performance and the customer’s payment.

Houston Electric
Accounts ReceivableOther Accrued Unbilled RevenuesContract Liabilities
(in millions)
Opening balance as of December 31, 2019$210 $117 $
Closing balance as of September 30, 2020
321 124 
Increase
$111 $$

The amount of revenue recognized in the nine-month period ended September 30, 2020 that was included in the opening contract liability was $3 million. The difference between the opening and closing balances of the contract liabilities primarily results from the timing difference between Houston Electric’s performance and the customer’s payment.

CERC
Accounts ReceivableOther Accrued Unbilled Revenues
(in millions)
Opening balance as of December 31, 2019$222 $249 
Closing balance as of September 30, 2020
123 91 
Decrease
$(99)$(158)

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

Remaining Performance Obligations (CenterPoint Energy). The table below discloses (1) the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of the end of the reporting period for contracts and (2) when CenterPoint Energy expects to recognize this revenue. Such contracts include energy performance and sustainable infrastructure services contracts of ESG, which are included in Corporate and Other.
Rolling 12 MonthsThereafterTotal
(in millions)
Revenue expected to be recognized on contracts in place as of September 30, 2020:
Corporate and Other
$209 $590 $799 
$209 $590 $799 

29

Table of Contents
Practical Expedients and Exemption. Sales taxes and other similar taxes collected from customers are excluded from the transaction price. For contracts for which revenue from the satisfaction of the performance obligations is recognized in the amount invoiced, the practical expedient was elected and revenue expected to be recognized on these contracts has not been disclosed.

Provision of Doubtful Accounts

The Registrants adopted ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and all related amendments on January 1, 2020 using a modified retrospective method. ASU 2016-13 replaces the “incurred loss” model with a CECL model for financial assets measured at amortized cost and for certain off-balance sheet credit exposures. Adoption of this standard did not have a material impact on the Registrants’ respective consolidated financial statements. CenterPoint Energy and CERC applied the $5 million cumulative-effect adjustment of the transition to opening retained earnings as of the effective date, which included $2 million related to the Energy Services Disposal Group. There was no material cumulative-effect adjustment for Houston Electric. The disclosures for periods prior to adoption will be presented in accordance with accounting standards in effect for those periods.

CenterPoint Energy and CERC segregate financial assets that fall under the scope of Topic 326, primarily trade receivables due in one year or less, into portfolio segments based on shared risk characteristics, such as geographical location and regulatory environment, for evaluation of expected credit losses. Historical and current information, such as average write-offs, are applied to each portfolio segment to estimate the allowance for losses on uncollectible receivables. Additionally, the allowance for losses on uncollectible receivables is adjusted for reasonable and supportable forecasts of future economic conditions, which can include changing weather, commodity prices, regulations, and macroeconomic factors, among others. Houston Electric had no material changes in its methodology to recognize losses on financial assets that fall under the scope of Topic 326, primarily due to the nature of its customers and regulatory environment. For a discussion of regulatory deferrals related to COVID-19, see Note 6.

(5) Employee Benefit Plans

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

Pension Benefits (CenterPoint Energy)
Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
(in millions)
Service cost (1)
$10 $10 $32 $30 
Interest cost (2)
18 25 56 73 
Expected return on plan assets (2)
(28)(27)(85)(79)
Amortization of prior service cost (2)
— — 
Amortization of net loss (2)
10 13 31 39 
Settlement cost (2) (3)
Curtailment gain (2) (4)
— — — (1)
Net periodic cost$11 $24 $36 $70 

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

(2)Amounts presented in the table above are included in Other income (expense), net in CenterPoint Energy’s Condensed Statements of Consolidated Income, net of regulatory deferrals.

(3)A one-time, non-cash settlement cost is required when the total lump sum distributions or other settlements of plan benefit obligations during a plan year exceed the service cost and interest cost components of the net periodic cost for that year. In each of the three and nine months ended September 30, 2020 and 2019, CenterPoint Energy recognized non-cash settlement costs due to lump sum settlement payments from Vectren pension plans.

30

Table of Contents
(4)A curtailment gain or loss is required when the expected future services of a significant number of employees are reduced or eliminated for the accrual of benefits. In the nine months ended September 30, 2019, CenterPoint Energy recognized a pension curtailment gain related to Vectren employees whose employment was terminated after the Merger closed.

Postretirement Benefits
Three Months Ended September 30,
20202019
CenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERC
(in millions)
Service cost (1)$$— $$$— $— 
Interest cost (2)— 
Expected return on plan assets (2)(1)(1)(1)(3)(1)— 
Amortization of prior service cost (credit) (2)(1)(1)(1)(1)— 
Net periodic cost (income)$$(1)$$$(1)$
Nine Months Ended September 30,
20202019
CenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERC
(in millions)
Service cost (1)$$— $$$— $
Interest cost (2)12 
Expected return on plan assets (2)(4)(3)(1)(6)(3)(1)
Amortization of prior service cost (credit) (2)(3)(4)(3)(4)— 
Net periodic cost (income)$$(3)$$$(2)$

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

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

The table below reflects the expected contributions to be made to the pension and postretirement benefit plans during 2020:
CenterPoint EnergyHouston ElectricCERC
(in millions)
Expected minimum contribution to pension plans during 2020$84 $— $— 
Expected contribution to postretirement benefit plans in 202011 

The table below reflects the contributions made to the pension and postretirement benefit plans during 2020:
Three Months Ended September 30, 2020Nine Months Ended September 30, 2020
CenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERC
(in millions)
Pension plans$79 $— $— $84 $— $— 
Postretirement benefit plans

COVID-19 Impacts. The uncertainties related to the COVID-19 pandemic have had a negative impact on financial markets, which has resulted in volatility of the fair value of plan assets during the nine months ended September 30, 2020. The Registrants remeasure the funded status of each plan as of December 31 each year, and at an interim period when a curtailment, settlement, or material plan amendment occurs. On the measurement date, actuarial gains or losses are recognized in accumulated other comprehensive income, or when cost is recovered through regulated rates, as a regulatory asset or liability. During the nine months ended September 30, 2020, the fair value of pension plan assets increased by approximately $115 million or 5.7% from December 31, 2019, excluding CenterPoint Energy’s contributions to, and benefit distributions
31

Table of Contents
from, the pension plans. The fair value of pension plan assets on the plan remeasurement date impacts the funded status, net period cost, and the required cash contributions; however, changes to pension plan assets do not impact the Condensed Statements of Consolidated Income or Condensed Consolidated Balance Sheets in interim periods when a plan remeasurement is not required. An interim remeasurement of the plans is not required as a result of plan asset increase or decline in fair value, and therefore, an interim remeasurement did not occur during the nine months ended September 30, 2020 as a result of changes to plan asset fair value.

(6) Regulatory Matters

Equity Return (CenterPoint Energy and Houston Electric)

As of September 30, 2020, CenterPoint Energy and Houston Electric have not recognized an allowed equity return of $144 million on Houston Electric’s true-up balance and certain storm restoration balances because such return will be recognized as it is recovered in future rates. The timing of CenterPoint Energy’s and Houston Electric’s recognition of the equity return will vary each period based on amounts actually collected during that period. The unrecognized equity return will be recognized as it is recovered in rates through 2024. The actual amounts recognized are adjusted at least annually to correct any over-collections or under-collections during the preceding 12 months.
CenterPoint Energy and Houston Electric
Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
(in millions)
Allowed equity return recognized
$10 $14 $24 $38 

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

On April 5, 2019, and subsequently adjusted in errata filings in May and June 2019, Houston Electric filed its base rate application with the PUCT and the cities in its service area to change its rates, seeking approval for revenue increases of approximately $194 million, among other requests. On January 23, 2020, Houston Electric filed a Stipulation and Settlement Agreement with the PUCT that provided for the following, among other things:

an overall revenue requirement increase of approximately $13 million;

an ROE of 9.4%;

a capital structure of 57.5% debt/42.5% equity;

a refund of unprotected EDIT of $105 million plus carrying costs over approximately 30-36 months; and

recovery of all retail transmission related costs through the TCRF.

Also, Houston Electric is not required to make a one-time refund of capital recovery from its TCOS and DCRF mechanisms. Future TCOS filings will take into account both ADFIT and EDIT until the final order from Houston Electric’s next base rate proceeding. No rate base items are required to be written off; however, approximately $12 million in rate case expenses were written off in 2019. A base rate application must be filed for Houston Electric no later than four years from the date of the PUCT’s final order in the proceeding. Additionally, Houston Electric will not file a DCRF in 2020, nor will a subsequent separate proceeding with the PUCT be instituted regarding EDIT on Houston Electric’s securitized assets. Furthermore, under the terms of the Stipulation and Settlement Agreement, Houston Electric agreed to adopt certain ring-fencing measures to increase its financial separateness from CenterPoint Energy. The PUCT approved the Stipulation and Settlement Agreement at its February 14, 2020 open meeting and issued a final order on March 9, 2020. The PUCT declined to impose a dividend restriction in the final order. The rates were implemented on April 23, 2020.

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

32

Table of Contents
COVID-19 Regulatory Matters

Governors, public utility commissions and other authorities in the states in which the Registrants operate have issued a number of different orders related to the COVID-19 pandemic, including orders addressing customer non-payment and disconnection. Although the disconnect moratoriums have either expired or will expire during the fourth quarter of 2020 in certain of the Registrants’ service territories, CenterPoint Energy continues to support those customers who may need payment assistance, arrangements or extensions.

On March 26, 2020, the PUCT issued two orders related to COVID-19 issues that affect Houston Electric. First, the PUCT issued an order related to accrual of regulatory assets granting authority for utilities to record as a regulatory asset expenses resulting from the effects of COVID-19. In the order, the PUCT noted that it will consider whether a utility’s request for recovery of the regulatory asset is reasonable and necessary in a future proceeding. Second, the PUCT issued an order related to the COVID-19 ERP, as modified, which, in light of the disaster declarations issued by the governor of Texas, authorized a customer assistance program for certain residential customers of electric service in areas of Texas open to customer choice, which includes Houston Electric’s service territory. 

The PUCT issued an order on August 27, 2020 to conclude the COVID-19 ERP. The PUCT determined that enrollment in the COVID-19 ERP would end on August 31, 2020 and benefits under the program ended on September 30, 2020. Final claims for reimbursement must be submitted to the transmission and distribution utilities by November 30, 2020. The transmission and distribution utilities must file a tariff rider cancellation seven days before the date on which it is estimated that revenues from the COVID-19 ERP are approximately equal to its program expenses. Final program reports must be submitted to the PUCT by January 15, 2021. The COVID-19 ERP allows for any over/under collection of program expenses to be recorded as a regulatory asset or liability. Houston Electric may seek recovery of such regulatory asset or liability in its next DCRF, TCRF or base rate case proceeding. CenterPoint Energy’s and Houston Electric’s COVID-19 ERP regulatory assets were $10 million as of September 30, 2020.

Commissions in all of Indiana Electric’s and CenterPoint Energy’s and CERC’s NGD service territories have either (1) issued orders to record a regulatory asset for incremental bad debt expenses related to COVID-19, including costs associated with the suspension of disconnections and payment plans or (2) provided authority to recover bad debt expense through an existing tracking mechanism. CenterPoint Energy and CERC have recorded estimated incremental uncollectible receivables to the associated regulatory asset of $16 million and $14 million, respectively, as of September 30, 2020.

In some of the states in which the Registrants operate, public utility commissions have authorized utilities to employ deferred accounting authority for certain COVID-19 related costs which ensure the safety and health of customers, employees, and contractors, that would not have been incurred in the normal course of business. CERC’s NGD service territories in Minnesota and Arkansas will include any offsetting savings in the deferral. Other jurisdictions where the Registrants operate may require them to offset the deferral with savings as well.

ERCOT Loan Agreement (CenterPoint Energy and Houston Electric)

On April 13, 2020, in connection with the PUCT’s COVID-19 ERP, Houston Electric entered into a no-interest loan agreement with ERCOT pursuant to which ERCOT loaned Houston Electric approximately $5 million to provide for an initial fund balance for reimbursement. As of September 30, 2020, $5 million of the loan was still outstanding. The ERCOT loan repayment date is on or before December 15, 2020.

(7) Derivative Instruments

The Registrants are exposed to various market risks. These risks arise from transactions entered into in the normal course of business. The Registrants utilize derivative instruments such as swaps and options to mitigate the impact of changes in commodity prices, weather and interest rates on operating results and cash flows.

On February 24, 2020, CenterPoint Energy, through its subsidiary CERC Corp., entered into the Equity Purchase Agreement to sell the Energy Services Disposal Group. The transaction closed on June 1, 2020. As a result, the following disclosures do not include the Energy Services Disposal Group. See Note 3 for further information.

33

Table of Contents
(a)Non-Trading Activities

Commodity Derivative Instruments (CenterPoint Energy). CenterPoint Energy, through its Indiana Utilities, enters into certain derivative instruments to mitigate the effects of commodity price movements. Outstanding derivative instruments designated as economic hedges at the Indiana Utilities hedge long-term variable rate natural gas purchases. The Indiana Utilities have authority to refund and recover mark-to-market gains and losses associated with hedging natural gas purchases, and thus the gains and losses on derivatives are deferred in a regulatory liability or asset.

Interest Rate Risk Derivative Instruments. From time to time, the Registrants may enter into interest rate derivatives that are designated as cash flow hedges or accounted for as economic hedges. The objective of these hedges is to offset risk associated with interest rates borne by the Registrants in connection with an anticipated future fixed rate debt offering or other exposure to variable rate debt. The Indiana Utilities have authority to refund and recover mark-to-market gains and losses associated with hedging financing activity, and thus the gains and losses on derivatives are deferred in a regulatory liability or asset.

The table below summarizes the Registrants’ outstanding interest rate hedging activity:
September 30, 2020December 31, 2019
Hedging ClassificationNotional Principal
(in millions)
Economic hedge (1)$84 $84 

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

Weather Hedges (CenterPoint Energy and CERC). CenterPoint Energy and CERC have weather normalization or other rate mechanisms that largely mitigate the impact of weather on NGD in Arkansas, Indiana, Louisiana, Mississippi, Minnesota, Ohio and Oklahoma, as applicable. CenterPoint Energy’s and CERC’s NGD in Texas and CenterPoint Energy’s electric operations in Texas and Indiana do not have such mechanisms, although fixed customer charges are historically higher in Texas for NGD compared to its other jurisdictions. As a result, fluctuations from normal weather may have a positive or negative effect on CenterPoint Energy’s and CERC’s NGD’s results in Texas and on CenterPoint Energy’s electric operations’ results in its Texas and Indiana service territories.

CenterPoint Energy and CERC, as applicable, enter into winter season weather hedges from time to time for certain NGD jurisdictions and electric operations’ service territory to mitigate the effect of fluctuations from normal weather on results of operations and cash flows. These weather hedges are based on heating degree days at 10-year normal weather. Houston Electric and Indiana Electric do not enter into weather hedges.

(b)Derivative Fair Values and Income Statement Impacts

The following tables present information about derivative instruments and hedging activities. The first table provides a balance sheet overview of Derivative Assets and Liabilities, while the last table provides a breakdown of the related income statement impacts.

Fair Value of Derivative Instruments and Hedged Items (CenterPoint Energy)
September 30, 2020December 31, 2019
Balance Sheet LocationDerivative
Assets
Fair Value
Derivative
Liabilities
Fair Value
Derivative
Assets
Fair Value
Derivative
Liabilities
Fair Value
(in millions)
Derivatives not designated as hedging instruments:
Natural gas derivatives (1)
Current Liabilities: Non-trading derivative liabilities
$— $$— $
Natural gas derivatives (1)
Other Liabilities: Non-trading derivative liabilities
— — 15 
Interest rate derivatives
Other Liabilities— 24 — 10 
Indexed debt securities derivative (2)Current Liabilities— 918 — 893 
Total$— $949 $— $925 

34

Table of Contents
(1)Natural gas contracts are subject to master netting arrangements. This netting applies to all undisputed amounts due or past due. However, the mark-to-market fair value of each natural gas contract is in a liability position with no offsetting amounts.

(2)Derivative component of the ZENS obligation that represents the ZENS holder’s option to receive the appreciated value of the reference shares at maturity. See Note 11 for further information.

Income Statement Impact of Hedge Accounting Activity (CenterPoint Energy)
Three Months Ended September 30,Nine Months Ended September 30,
Income Statement Location2020201920202019
(in millions)
Effects of derivatives not designated as hedging instruments on the income statement:
Indexed debt securities derivative
Gain (loss) on indexed debt securities
$(84)$(62)$(25)$(216)
Total
$(84)$(62)$(25)$(216)

The indexed debt securities derivative is recorded at fair value and changes in the fair value are recorded in CenterPoint Energy’s Statements of Consolidated Income.

(8) Fair Value Measurements

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

Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date. The types of assets carried at Level 1 fair value generally are exchange-traded derivatives and equity securities.

Level 2: Inputs, other than quoted prices included in Level 1, are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar instruments in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Fair value assets and liabilities that are generally included in this category are derivatives with fair values based on inputs from actively quoted markets. A market approach is utilized to value the Registrants’ Level 2 natural gas derivative assets or liabilities. CenterPoint Energy’s Level 2 indexed debt securities derivative is valued using an option model and a discounted cash flow model, which uses projected dividends on the ZENS-Related Securities and a discount rate as observable inputs.

Level 3: Inputs are unobservable for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. Unobservable inputs reflect the Registrants’ judgments about the assumptions market participants would use in pricing the asset or liability since limited market data exists. The Registrants develop these inputs based on the best information available, including the Registrants’ own data.

The Registrants determine the appropriate level for each financial asset and liability on a quarterly basis.

On February 24, 2020, CenterPoint Energy, through its subsidiary CERC Corp., entered into the Equity Purchase Agreement to sell the Energy Services Disposal Group. The transaction closed on June 1, 2020. As a result, the following disclosures do not include the Energy Services Disposal Group.

35

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

CenterPoint Energy
September 30, 2020December 31, 2019

Level 1
Level 2Level 3Total
Level 1
Level 2Level 3Total
Assets(in millions)
Corporate equities$838 $— $— $838 $825 $— $— $825 
Investments, including money market funds (1)
44 — — 44 49 — — 49 
Total assets$882 $— $— $882 $874 $— $— $874 
Liabilities    
Indexed debt securities derivative
$— $918 $— $918 $— $893 $— $893 
Interest rate derivatives
— 24 — 24 — 10 — 10 
Natural gas derivatives
— — — 22 — 22 
Total liabilities$— $949 $— $949 $— $925 $— $925 

Houston Electric
September 30, 2020December 31, 2019

Level 1
Level 2Level 3Total
Level 1
Level 2Level 3Total
Assets(in millions)
Investments, including money market funds (1)
$27 $— $— $27 $32 $— $— $32 
Total assets$27 $— $— $27 $32 $— $— $32 

CERC
September 30, 2020December 31, 2019

Level 1
Level 2Level 3Total
Level 1
Level 2Level 3Total
Assets(in millions)
Corporate equities$$— $— $$$— $— $
Investments, including money market funds (1)
11 — — 11 11 — — 11 
Total assets$13 $— $— $13 $13 $— $— $13 

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

Items Measured at Fair Value on a Nonrecurring Basis

Based on the severity of the decline in Enable’s common unit price during the three months ended March 31, 2020 primarily due to the macroeconomic conditions related in part to the COVID-19 pandemic, combined with Enable’s announcement on April 1, 2020 to reduce its quarterly distributions per common unit by 50%, and the market outlook indicating excess supply and continued depressed crude oil and natural gas prices impacting the midstream oil and gas industry, CenterPoint Energy determined, in connection with its preparation of the financial statements, that an other than temporary decrease in the value of its investment in Enable had occurred. The impairment analysis compared the estimated fair value of CenterPoint Energy’s investment in Enable to its carrying value. The fair value of the investment was determined using multiple valuation methodologies under both the market and income approaches. Both of these approaches incorporate significant estimates and assumptions, including:

Market Approach

• quoted price of Enable’s common units;

• recent market transactions of comparable companies; and

• EBITDA to total enterprise multiples for comparable companies.
36

Table of Contents

Income Approach

• Enable’s forecasted cash distributions;

• projected cash flows of incentive distribution rights;

• forecasted growth rate of Enable’s cash distributions; and

• determination of the cost of equity, including market risk premiums.

Weighting of the Different Approaches

Significant unobservable inputs used include the growth rate applied to the projected cash distributions beyond 2020 and the discount rate used to determine the present value of the estimated future cash flows. Based on the significant unobservable estimates and assumptions required, CenterPoint Energy concluded that the fair value estimate should be classified as a Level 3 measurement within the fair value hierarchy. As a result of this analysis, CenterPoint Energy recorded an other than temporary impairment on its investment in Enable of $1,541 million during the nine months ended September 30, 2020, reducing the fair value of the investment to $848 million as of March 31, 2020. See Note 9 for further discussion of the impairment.

In the nine months ended September 30, 2020, CenterPoint Energy recorded a goodwill impairment charge of $185 million in the Indiana Electric Integrated reporting unit, reducing the carrying value of the reporting unit to its fair value as of March 31, 2020. CenterPoint Energy and CERC performed their annual goodwill impairment tests in the third quarter of 2020 and determined that no goodwill impairment charge was required for any reporting unit as a result of those tests. See Note 10 for further information.

As a result of classifying the Infrastructure Services and Energy Services Disposal Groups as held for sale, CenterPoint Energy and CERC recognized a goodwill impairment and loss on held for sale during the nine months ended September 30, 2020. CenterPoint Energy and CERC, as applicable, used the contractual sales price adjusted for estimated working capital and other contractual purchase price adjustments to determine fair value, which are Level 2 inputs. Using this market approach, the fair value of the Infrastructure Services Disposal Group as of March 31, 2020 was determined to be approximately $864 million and the fair value of the Energy Services Disposal Group as of March 31, 2020 was determined to be approximately $402 million. The same methodology was applied to estimate the fair value of the Infrastructure Services Disposal Group and Energy Services Disposal Group on the closing date and as of September 30, 2020. See Note 3 for further information.

Estimated Fair Value of Financial Instruments

The fair values of cash and cash equivalents, investments in debt and equity securities classified as “trading” and short-term borrowings are estimated to be approximately equivalent to carrying amounts and have been excluded from the table below. The carrying amounts of non-trading derivative assets and liabilities and CenterPoint Energy’s ZENS indexed debt securities derivative are stated at fair value and are excluded from the table below. The fair value of each debt instrument is determined by multiplying the principal amount of each debt instrument by a combination of historical trading prices and comparable issue data. These liabilities, which are not measured at fair value in the Registrants’ Condensed Consolidated Balance Sheets, but for which the fair value is disclosed, would be classified as Level 2 in the fair value hierarchy.
 September 30, 2020December 31, 2019
Carrying
Amount
Fair
Value
Carrying
Amount
Fair
Value

(in millions)
CenterPoint Energy
Long-term debt, including current maturities (1)
$13,268 $14,982 $15,093 $16,067 
Houston Electric
Long-term debt, including current maturities (1)
$5,089 $5,968 $4,950 $5,457 
CERC
Long-term debt, including current maturities
$2,582 $2,973 $2,546 $2,803 

(1)Includes Securitization Bonds debt.

37

Table of Contents
(9) Unconsolidated Affiliates (CenterPoint Energy and CERC)

CenterPoint Energy has the ability to significantly influence the operating and financial policies of Enable, a publicly traded MLP, and, accordingly, accounts for its investment in Enable’s common units using the equity method of accounting. Enable is considered to be a VIE because the power to direct the activities that most significantly impact Enable’s economic performance does not reside with the holders of equity investment at risk. However, CenterPoint Energy is not considered the primary beneficiary of Enable since it does not have the power to direct the activities of Enable that are considered most significant to the economic performance of Enable. As of September 30, 2020, CenterPoint Energy’s maximum exposure to loss related to Enable is limited to its investment in unconsolidated affiliate, its investment in Enable Series A Preferred Units, which are accounted for as securities without a readily determinable fair value, and outstanding current accounts receivable from Enable.

Investment in Unconsolidated Affiliates (CenterPoint Energy):
September 30, 2020December 31, 2019
(in millions)
Enable$748 $2,406 
Other
  Total$749 $2,408 

CenterPoint Energy evaluates its equity method investments for impairment when factors indicate that a decrease in the value of its investment has occurred and the carrying amount of its investment may not be recoverable. An impairment loss, based on the excess of the carrying value over the estimated fair value of the investment, is recognized in earnings when an impairment is deemed to be other than temporary. Considerable judgment is used in determining if an impairment loss is other than temporary and the amount of any impairment. Based on the severity of the decline in Enable’s common unit price during the three months ended March 31, 2020 due to the macroeconomic conditions related in part to the COVID-19 pandemic, combined with Enable’s announcement on April 1, 2020 to reduce its quarterly distributions per common unit by 50%, and the market outlook indicating excess supply of crude oil and natural gas and continued depressed crude oil and natural gas prices impacting the midstream oil and gas industry, CenterPoint Energy determined, in connection with its preparation of the financial statements, that an other than temporary decrease in the value of its investment in Enable had occurred. CenterPoint Energy reduced the carrying value of its investment in Enable to its estimated fair value of $848 million as of March 31, 2020 and recognized an impairment charge of $1,541 million during the nine months ended September 30, 2020. Both the income approach and market approach were utilized to estimate the fair value of CenterPoint Energy’s equity investment in Enable, which includes common units, general partner interest and incentive distribution rights held by CenterPoint Energy through CNP Midstream. The determination of fair value considered a number of relevant factors including Enable’s common unit price and forecasted distributions, recent comparable transactions and the limited float of Enable’s publicly traded common units. See Note 8 for further discussion of the determination of fair value of CenterPoint Energy’s investment in Enable as of March 31, 2020. CenterPoint Energy did not identify a further decrease in value as of September 30, 2020, and no impairment in its investment in Enable was recorded during the three months ended September 30, 2020.

Equity in Earnings (Losses) of Unconsolidated Affiliates, net (CenterPoint Energy):
Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
(in millions)
Enable$(67)$77 $(1,499)$213 
Other — — — — 
        Total$(67)$77 $(1,499)$213 

CenterPoint Energy recognized a loss of $1,499 million from its investment in Enable for the nine months ended September 30, 2020. This loss included an impairment charge on CenterPoint Energy’s investment in Enable of $1,541 million discussed above, and CenterPoint Energy’s interest in Enable’s $225 million impairment on an equity method investment.
38

Table of Contents

Limited Partner Interest and Units Held in Enable (CenterPoint Energy):
September 30, 2020
Limited Partner Interest (1)
Common Units (2)
Enable Series A Preferred Units (3)
CenterPoint Energy 53.7 %233,856,623 14,520,000 
OGE25.5 %110,982,805 — 
Public unitholders20.8 %90,629,240 — 
        Total units outstanding100.0 %435,468,668 14,520,000 

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

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

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

Generally, sales to any person or entity (including a series of sales to the same person or entity) of more than 5% of the aggregate of the common units CenterPoint Energy owns in Enable or sales to any person or entity (including a series of sales to the same person or entity) by OGE of more than 5% of the aggregate of the common units it owns in Enable are subject to mutual rights of first offer and first refusal set forth in Enable’s Agreement of Limited Partnership.

Interests Held in Enable GP (CenterPoint Energy):
September 30, 2020
Management
Rights (1)
Incentive Distribution Rights (2)
CenterPoint Energy (3)
50 %40 %
OGE50 %60 %

(1)Enable is controlled jointly by CenterPoint Energy and OGE. Sale of CenterPoint Energy’s or OGE’s ownership interests in Enable GP to a third party is subject to mutual rights of first offer and first refusal, and CenterPoint Energy is not permitted to dispose of less than all of its interest in Enable GP.

(2)If cash distributions to Enable’s unitholders exceed $0.330625 per common unit in any quarter, Enable GP will receive increasing percentages or incentive distributions rights, up to 50%, of the cash Enable distributes in excess of that amount. In certain circumstances Enable GP will have the right to reset the minimum quarterly distribution and the target distribution levels at which the incentive distributions receive increasing percentages to higher levels based on Enable’s cash distributions at the time of the exercise of this reset election. To date, no incentive distributions have been made.

(3)Held indirectly through CNP Midstream.

Distributions Received from Enable (CenterPoint Energy):

CenterPoint Energy
Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
Per UnitCash DistributionPer UnitCash DistributionPer UnitCash DistributionPer UnitCash Distribution
(in millions, except per unit amounts)
Enable common units (1)$0.16525 $39 $0.3305 $77 $0.6610 $155 $0.9665 $226 
Enable Series A Preferred Units0.62500 0.6250 1.8750 27 1.8750 27 
  Total CenterPoint Energy$48 $86 $182 $253 
39

Table of Contents
(1)On April 1, 2020, Enable announced a 50% reduction in its quarterly distribution per common unit from $0.3305 to $0.16525.

Transactions with Enable (CenterPoint Energy and CERC):
The transactions with Enable in the following tables exclude transactions with the Energy Services Disposal Group. See Note 3 for further information.
CenterPoint Energy and CERC
Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
(in millions)
Natural gas expenses, includes transportation and storage costs
$17 $17 $61 $62 
CenterPoint Energy and CERC
September 30, 2020December 31, 2019
(in millions)
Accounts payable for natural gas purchases from Enable$$
Accounts receivable for amounts billed for services provided to Enable

Summarized unaudited consolidated income information for Enable is as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
(in millions)
Operating revenues$596 $699 $1,759 $2,229 
Cost of sales, excluding depreciation and amortization
250 263 653 958 
Depreciation and amortization105 108 314 323 
Goodwill and long-lived assets impairments— — 28 — 
Operating income100 175 326 507 
Net income (loss) attributable to Enable common units(173)123 (35)351 
Reconciliation of Equity in Earnings (Losses), net:
CenterPoint Energy’s interest$(93)$66 $(19)$189 
Basis difference amortization (1)26 11 62 35 
Loss on dilution, net of proportional basis difference recognition
— — (1)(11)
Impairment of CenterPoint Energy’s equity method investment in Enable
— — (1,541)— 
CenterPoint Energy’s equity in earnings (losses), net
$(67)$77 $(1,499)$213 
(1)Equity in earnings of unconsolidated affiliate includes CenterPoint Energy’s share of Enable earnings adjusted for the amortization of the basis difference of CenterPoint Energy’s original investment in Enable and its underlying equity in net assets of Enable. The basis difference is being amortized through the year 2048.

40

Table of Contents
Summarized unaudited consolidated balance sheet information for Enable is as follows:
September 30, 2020December 31, 2019
(in millions)
Current assets$373 $389 
Non-current assets11,402 11,877 
Current liabilities644 780 
Non-current liabilities4,055 4,077 
Non-controlling interest26 37 
Preferred equity362 362 
Accumulated other comprehensive loss(7)(3)
Enable partners’ equity6,695 7,013 
Reconciliation of Investment in Enable:
CenterPoint Energy’s ownership interest in Enable partners’ equity$3,592 $3,767 
CenterPoint Energy’s basis difference (1)
(2,844)(1,361)
CenterPoint Energy’s equity method investment in Enable$748 $2,406 

(1)Includes the impairment of CenterPoint Energy’s equity method investment in Enable of $1,541 million recorded during the nine months ended September 30, 2020. The basis difference is being amortized through the year 2048.

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

Goodwill and intangible assets related to the Infrastructure Services and Energy Services Disposal Groups are classified as held for sale on CenterPoint Energy’s and CERC’s respective recast Condensed Consolidated Balance Sheets as of December 31, 2019, as applicable, and are excluded from the tabular disclosures below. See Note 3 for further information.
CenterPoint Energy’s goodwill by reportable segment as of September 30, 2020 and December 31, 2019 is as follows:
December 31, 2019ImpairmentSeptember 30, 2020
(in millions)
Indiana Electric Integrated (1)
$1,121 $185 $936 
Natural Gas Distribution3,312 — 3,312 
Corporate and Other 449 — 449 
Total$4,882 $185 $4,697 
(1) CenterPoint Energy recognized a non-cash goodwill impairment charge as a result of the March 31, 2020 goodwill impairment test.

CERC’s goodwill by reportable segment as of September 30, 2020 and December 31, 2019 is as follows:
(in millions)
Natural Gas Distribution$746 
Corporate and Other11 
Total$757 

CenterPoint Energy and CERC perform goodwill impairment tests at least annually and evaluate goodwill when events or changes in circumstances indicate that its carrying value may not be recoverable. The impairment evaluation for goodwill is performed by comparing the fair value of each reporting unit with the carrying amount of the reporting unit, including goodwill. The reporting units approximate the reportable segments, with the exception of ESG, which is a separate reporting unit but included in Corporate and Other at CenterPoint Energy. The estimated fair value of the reporting unit is primarily determined based on an income approach or a weighted combination of income and market approaches. If the carrying amount is in excess of the estimated fair value of the reporting unit, then the excess amount is recorded as an impairment charge, not to exceed the carrying amount of goodwill.

In connection with their preparation of the financial statements for the three months ended March 31, 2020, CenterPoint Energy and CERC identified triggering events to perform interim goodwill impairment tests for each of their reporting units
41

Table of Contents
due to the macroeconomic conditions related in part to the COVID-19 pandemic and the resulting decrease in CenterPoint Energy’s enterprise market capitalization below book value from the decline in CenterPoint Energy’s Common Stock price.

CenterPoint Energy’s interim impairment test in the three months ended March 31, 2020 resulted in a non-cash goodwill impairment charge in the amount of $185 million for the Indiana Electric Integrated reportable segment. The Indiana Electric Integrated reporting unit fair value analysis resulted in an implied fair value of goodwill of $936 million for this reporting unit as of March 31, 2020, and as a result, the non-cash impairment charge was recorded in the nine months ended September 30, 2020.

CenterPoint Energy estimated the value of the Indiana Electric Integrated reporting unit using primarily an income approach. Under the income approach, the fair value of the reporting unit is determined by using the present value of future expected cash flows, which include management’s projections of the amount and timing of future capital expenditures and the cash inflows from the related regulatory recovery. These estimated future cash flows are then discounted using a rate that approximates the weighted average cost of capital of a market participant. The selection of the discount rate requires significant judgment.

With the exception of Indiana Electric Integrated discussed above, the fair value of each of CenterPoint Energy’s and CERC’s reporting units exceeded their carrying value, resulting in no goodwill impairment from the March 31, 2020 interim impairment test. See Note 3 for goodwill impairments included within discontinued operations.

CenterPoint Energy and CERC performed their annual goodwill impairment tests in the third quarter of 2020 and determined that no goodwill impairment charge was required for any reporting unit as a result of those tests.
The tables below present information on CenterPoint Energy’s other intangible assets recorded in Other non-current assets on CenterPoint Energy’s Condensed Consolidated Balance Sheets and the related amortization expense included in Depreciation and amortization on CenterPoint Energy’s Condensed Statements of Consolidated Income, unless otherwise indicated.
September 30, 2020December 31, 2019
Gross Carrying AmountAccumulated AmortizationNet BalanceGross Carrying AmountAccumulated AmortizationNet Balance
(in millions)
Customer relationships$33 $(7)$26 $33 $(4)$29 
Trade names16 (3)13 16 (1)15 
Construction backlog (1)
(4)(4)
Operation and maintenance agreements (1)
12 (1)11 12 — 12 
Other(1)(1)
Total$68 $(16)$52 $68 $(10)$58 

(1)Amortization expense related to the operation and maintenance agreements and construction backlog is included in Non-utility cost of revenues, including natural gas on CenterPoint Energy’s Condensed Statements of Consolidated Income.
Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
(in millions)
Amortization expense of intangible assets recorded in Depreciation and amortization (1)
$$$$
Amortization expense of intangible assets recorded in Non-utility cost of revenues, including natural gas (1)
— 
(1)Assets held for sale are not amortized. The table reflects amortization on continuing operations. For further information on discontinued operations, see Note 3.
42

Table of Contents
CenterPoint Energy estimates that amortization expense of intangible assets with finite lives for the next five years will be as follows:
Amortization
 Expense (1)
CenterPoint Energy
(in millions)
Remaining three months of 2020$
2021
2022
2023
2024
2025

(1)Assets held for sale are not amortized. The table reflects amortization on continuing operations. For further information on discontinued operations, see Note 3.
(11) Indexed Debt Securities (ZENS) and Securities Related to ZENS (CenterPoint Energy)

(a) Investment in Securities Related to ZENS

A subsidiary of CenterPoint Energy holds shares of certain securities detailed in the table below, which are securities with a readily determinable fair value and are expected to be held to facilitate CenterPoint Energy’s ability to meet its obligation under the ZENS. Unrealized gains and losses resulting from changes in the market value of the ZENS-Related Securities are recorded in CenterPoint Energy’s Condensed Statements of Consolidated Income.
Shares Held
September 30, 2020December 31, 2019
AT&T Common10,212,945 10,212,945 
Charter Common872,503 872,503 

(b) ZENS

In September 1999, CenterPoint Energy issued ZENS having an original principal amount of $1.0 billion of which $828 million remained outstanding as of September 30, 2020. Each ZENS is exchangeable at the holder’s option at any time for an amount of cash equal to 95% of the market value of the reference shares attributable to such note. The number and identity of the reference shares attributable to each ZENS are adjusted for certain corporate events.

CenterPoint Energy’s reference shares for each ZENS consisted of the following:
September 30, 2020December 31, 2019
(in shares)
AT&T Common0.7185 0.7185 
Charter Common0.061382 0.061382 

CenterPoint Energy pays interest on the ZENS at an annual rate of 2% plus the amount of any quarterly cash dividends paid in respect of the reference shares attributable to the ZENS. The principal amount of the ZENS is subject to increases or decreases to the extent that the annual yield from interest and cash dividends on the reference shares attributable to the ZENS is less than or more than 2.309%. The adjusted principal amount is defined in the ZENS instrument as “contingent principal.” As of September 30, 2020, the ZENS, having an original principal amount of $828 million and a contingent principal amount of $61 million, were outstanding and were exchangeable, at the option of the holders, for cash equal to 95% of the market value of the reference shares attributable to the ZENS.

(12) Long-term Debt

Debt Transactions. In June 2020, Houston Electric issued $300 million aggregate principal amount of 2.90% general mortgage bonds maturing in 2050. Total proceeds, net of issuance expenses and fees, of approximately $296 million were used
43

Table of Contents
for general limited liability company purposes, including capital expenditures and the repayment of a portion of borrowings under the CenterPoint Energy money pool.

In September 2020, SIGECO completed the remarketing of two series of tax-exempt debt of approximately $38 million, comprised of: (i) $23 million aggregate principal amount of Environmental Improvement Revenue Bonds, Series 2015, issued by the City of Mount Vernon, Indiana, and (ii) $15 million aggregate principal amount of Environmental Improvement Revenue Bonds, Series 2015, issued by Warrick County, Indiana, that, in each case, were originally issued on September 9, 2015. Both series of revenue bonds originally had an initial term interest rate of 2.375%. After the remarketing, each series of revenue bonds have a new term interest rate of 0.875% that is fixed through August 31, 2023. Each series of revenue bonds have a final maturity date of September 1, 2055, subject to prior redemption.

In October 2020, CERC Corp. issued $500 million aggregate principal amount of 1.75% senior notes due 2030. Total proceeds, net of issuance expenses and fees, of approximately $495 million were used for general corporate purposes, including the payment of a portion of the redemption amount of CERC Corp.’s 4.50% senior notes due 2021 redeemed in full on October 15, 2020.

Debt Repayments. In April 2020, VCC repaid the aggregate principal amount of its $200 million variable term loan, and VUHI refinanced a $100 million 6.28% guaranteed senior note that matured in April 2020. In June 2020, VUHI repaid the aggregate principal amount of its $300 million variable term loan. In addition, in June 2020, CenterPoint Energy repaid $300 million of principal on its outstanding $1.0 billion variable rate term loan.

Debt Redemption. In September 2020, CERC Corp. provided notice of redemption relating to $593 million aggregate principal amount of CERC Corp.’s outstanding 4.50% Senior Notes due 2021, Series A and B. All of the outstanding senior notes were redeemed in full in October 2020 at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the redemption date.

Credit Facilities. The Registrants had the following revolving credit facilities as of September 30, 2020:
Execution
Date
RegistrantSize of
Facility
Draw Rate of LIBOR plus (1)
Financial Covenant Limit on Debt for Borrowed Money to Capital Ratio 
Debt for Borrowed Money to Capital
Ratio as of
September 30, 2020 (2)
Termination Date
(in millions)
March 3, 2016CenterPoint Energy $3,300 1.500%65%(3)53.4%March 3, 2022
July 14, 2017
CenterPoint Energy (4)
400 1.125%65%52.5%July 14, 2022
March 3, 2016Houston Electric300 1.250%65%(3)53.2%March 3, 2022
March 3, 2016CERC 900 1.125%65%52.7%March 3, 2022
Total
$4,900 

(1)Based on current credit ratings.

(2)As defined in the revolving credit facility agreements, excluding Securitization Bonds.

(3)For CenterPoint Energy and Houston Electric, the financial covenant limit will temporarily increase from 65% to 70% if Houston Electric experiences damage from a natural disaster in its service territory and CenterPoint Energy certifies to the administrative agent that Houston Electric has incurred system restoration costs reasonably likely to exceed $100 million in a consecutive 12-month period, all or part of which Houston Electric intends to seek to recover through securitization financing. Such temporary increase in the financial covenant would be in effect from the date CenterPoint Energy delivers its certification until the earliest to occur of (i) the completion of the securitization financing, (ii) the first anniversary of CenterPoint Energy’s certification or (iii) the revocation of such certification.

(4)This credit facility was issued by VUHI, is guaranteed by SIGECO, Indiana Gas and VEDO and includes a $10 million swing line sublimit and a $20 million letter of credit sublimit. This credit facility backstops VUHI’s commercial paper program.

On September 30, 2020, VCC terminated its $200 million credit agreement dated as of July 14, 2017 after determining that it was no longer necessary for financing purposes. VCC did not incur any penalties in connection with the early termination.

44

Table of Contents
The Registrants, including the subsidiaries of CenterPoint Energy discussed above, were in compliance with all financial debt covenants as of September 30, 2020.

The table below reflects the utilization of the Registrants’ respective revolving credit facilities:
September 30, 2020December 31, 2019
RegistrantLoansLetters
of Credit
Commercial
Paper
Weighted Average Interest RateLoansLetters
of Credit
Commercial
Paper
Weighted Average Interest Rate
(in millions, except weighted average interest rate)
CenterPoint Energy (1)
$— $$638 0.19 %$— $$1,633 1.95 %
CenterPoint Energy (2)
— — 176 0.19 %— — 268 2.08 %
Houston Electric— — — — %— — — — %
CERC — — 407 0.17 %— 377 1.94 %
Total$— $$1,221 $— $$2,278 

(1)CenterPoint Energy’s outstanding commercial paper generally has maturities of 60 days or less.

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

Other. As of September 30, 2020, certain financial institutions agreed to issue, from time to time, up to $50 million of letters of credit on behalf of Vectren and certain of its subsidiaries in exchange for customary fees. These agreements to issue letters of credit expire on December 31, 2020. As of September 30, 2020, such financial institutions had issued $7 million of letters of credit on behalf of Vectren and certain of its subsidiaries. 

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

(13) Income Taxes

The Registrants reported the following effective tax rates:
Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
CenterPoint Energy - Continuing operations (1) (2)
(9)%15 %29 %12 %
CenterPoint Energy - Discontinued operations (3) (4)
— %46 %(13)%30 %
Houston Electric (5)
14 %18 %15 %18 %
CERC - Continuing operations (6) (7)
60 %23 %13 %%
CERC - Discontinued operations (8) (9)
33 %40 %%21 %

(1)CenterPoint Energy’s lower effective tax rate on income from continuing operations for the three months ended September 30, 2020 compared to the three months ended September 30, 2019 was primarily driven by the recognition of additional tax benefit for increased NOL carryback claims under the CARES Act and the effects of the lower book earnings on other rate drivers in the three months ended September 30, 2020.

(2)CenterPoint Energy’s higher effective tax rate on the loss from continuing operations for the nine months ended September 30, 2020 compared to the income from continuing operations for the nine months ended September 30, 2019 was primarily due to lower earnings from the impairment of CenterPoint Energy’s investment in Enable. Other effective tax rate drivers include the tax benefit for the NOL carryback claims under the CARES Act, which was partially offset by the non-deductible goodwill impairment at the Indiana Electric Integrated reporting unit.

(3)CenterPoint Energy’s lower effective tax rate on the loss from discontinued operations for the three months ended September 30, 2020 compared to the income from discontinued operations for the three months ended September 30, 2019 was primarily due to lower book earnings in the three months ended September 30, 2020.

45

Table of Contents
(4)CenterPoint Energy’s lower effective tax rate on the loss from discontinued operations for the nine months ended September 30, 2020 compared to the income from discontinued operations for the nine months ended September 30, 2019 was primarily due to the tax impacts from the sale of the Infrastructure Services Disposal Group on April 9, 2020 and the sale of the Energy Services Disposal Group on June 1, 2020, the effect of which was compounded by lower book earnings in the nine months ended September 30, 2020. See Note 3 for further information.

(5)Houston Electric’s lower effective tax rate for the three and nine months ended September 30, 2020 compared to the same periods for 2019 was primarily due to an increase in the amount of amortization of the net regulatory EDIT liability.

(6)CERC’s higher effective tax rate on the loss from continuing operations for the three months ended September 30, 2020 compared to the three months ended September 30, 2019 was driven by an increase in the amount of amortization of the net regulatory EDIT liability and a larger return-to-accrual tax benefit recognized in the three months ended September 30, 2020. These were partially offset by the absence of state deferred tax benefits as a result of certain state tax law changes and the release of a valuation allowance on certain state NOLs that were reported in the three months ended September 30, 2019.

(7)CERC’s higher effective tax rate on income from continuing operations for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019 was driven by the absence of state deferred tax benefits as a result of certain state tax law changes and the release of a valuation allowance on certain state NOLs that were reported in the nine months ended September 30, 2019. These were partially offset by an increase in the amount of amortization of the net regulatory EDIT liability and a larger return-to-accrual tax benefit recognized in the nine months ended September 30, 2020.

(8)CERC’s lower effective tax rate on income from discontinued operations for the three months ended September 30, 2020 compared to the income from discontinued operations for the three months ended September 30, 2019 was primarily due to lower book earnings in the three months ended September 30, 2020.

(9)CERC’s lower effective tax rate on the loss from discontinued operations for the nine months ended September 30, 2020 compared to the income from discontinued operations for the nine months ended September 30, 2019 was primarily due to the tax impacts of the sale of the Energy Services Disposal Group on June 1, 2020, the effect of which was compounded by lower book earnings in the nine months ended September 30, 2020. See Note 3 for further information.

On March 27, 2020, the CARES Act was enacted in response to the COVID-19 pandemic. The CARES Act provides relief to corporate taxpayers by permitting a five-year carryback of 2018-2020 NOLs, deferring the payment of the employer share of payroll taxes for the remaining months of 2020 until 2021 and 2022, increasing the 30% limitation on interest expense deductibility to 50% of adjusted taxable income for 2019 and 2020, and accelerating refunds for minimum tax credit carryforwards, among other provisions. As such, during the nine months ended September 30, 2020, CenterPoint Energy recorded a $37 million benefit resulting from carryback claims to be filed to refund taxes paid.

CenterPoint Energy reported a net uncertain tax liability, inclusive of interest and penalties, of $9 million as of September 30, 2020. The reserve has net zero change for the nine month period ending September 30, 2020. The Registrants believe that it is reasonably possible that a decrease of up to $5 million in unrecognized tax benefits may occur in the next 12 months as a result of a lapse of statutes on older exposures and/or the filing of applications for accounting method changes. For CenterPoint Energy, tax years through 2018 have been audited and settled with the IRS. For the 2019 and 2020 tax years, CenterPoint Energy is a participant in the IRS’s Compliance Assurance Process. Legacy Vectren is not currently under audit with the IRS, and the 2017-2019 tax years are still open for examination.

(14) Commitments and Contingencies

(a)Purchase Obligations (CenterPoint Energy and CERC)

Commitments include minimum purchase obligations related to CenterPoint Energy’s and CERC’s Natural Gas Distribution reportable segment and CenterPoint Energy’s Indiana Electric Integrated reportable segment. Contracts with minimum payment provisions have various quantity requirements and durations and are not classified as non-trading derivative assets and liabilities in CenterPoint Energy’s and CERC’s Condensed Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019. These contracts meet an exception as “normal purchases contracts” or do not meet the definition of a derivative. Natural gas and coal supply commitments also include transportation contracts that do not meet the definition of a derivative.
46

Table of Contents

As of September 30, 2020, minimum purchase obligations are approximately:
CenterPoint EnergyCERC
(in millions)
Remaining three months of 2020$224 $163 
2021662 486 
2022496 325 
2023418 271 
2024340 246 
2025290 220 
2026 and beyond1,817 1,496 

Indiana Electric Integrated also has other purchased power agreements that do not have minimum thresholds but require payment when energy is generated by the provider. Costs arising from certain of these commitments are pass-through costs, generally collected dollar-for-dollar from retail customers through regulator-approved cost recovery mechanisms.

CenterPoint Energy’s and CERC’s NGD have AMAs associated with their utility distribution service in Arkansas, Louisiana and Oklahoma with the Energy Services Disposal Group and in Arkansas, Indiana, Louisiana, Mississippi and Texas with other third parties. The AMAs have varying terms, the longest of which expires in 2023. For further information regarding the AMAs with the Energy Services Disposal Group, see Note 3.

(b)Guarantees and Product Warranties (CenterPoint Energy)

In the normal course of business, ESG enters into contracts requiring it to timely install infrastructure, operate facilities, pay vendors and subcontractors and support warranty obligations and, at times, issue payment and performance bonds and other forms of assurance in connection with these contracts.

Specific to ESG’s role as a general contractor in the performance contracting industry, as of September 30, 2020, there were 60 open surety bonds supporting future performance with an aggregate face amount of approximately $568 million. ESG’s exposure is less than the face amount of the surety bonds and is limited to the level of uncompleted work under the contracts. As of September 30, 2020, approximately 21% of the work was yet to be completed on projects with open surety bonds. Further, various subcontractors issue surety bonds to ESG. In addition to these performance obligations, ESG also warrants the functionality of certain installed infrastructure generally for one year and the associated energy savings over a specified number of years. Since ESG’s inception in 1994, CenterPoint Energy believes ESG has had a history of generally meeting its performance obligations and energy savings guarantees and its installed products operating effectively. CenterPoint Energy assessed the fair value of its obligation for such guarantees as of September 30, 2020 and no amounts were recorded on CenterPoint Energy’s Condensed Consolidated Balance Sheets.

CenterPoint Energy issues parent company level guarantees to certain vendors, customers and other commercial counterparties of ESG. These guarantees do not represent incremental consolidated obligations, but rather, represent guarantees of subsidiary obligations to allow those subsidiaries to conduct business without posting other forms of assurance. As of September 30, 2020, CenterPoint Energy, primarily through Vectren, has issued parent company level guarantees supporting ESG’s obligations. For those obligations where potential exposure can be estimated, management estimates the maximum exposure under these guarantees to be approximately $519 million as of September 30, 2020. This exposure primarily relates to energy savings guarantees on federal energy savings performance contracts. Other parent company level guarantees, certain of which do not contain a cap on potential liability, have been issued in support of federal operations and maintenance projects for which a maximum exposure cannot be estimated based on the nature of the projects. While there can be no assurance that performance under any of these parent company guarantees will not be required in the future, CenterPoint Energy considers the likelihood of a material amount being incurred as remote.


47

Table of Contents
(c)Guarantees and Product Warranties (CenterPoint Energy and CERC)

On February 24, 2020, CenterPoint Energy, through its subsidiary CERC Corp., entered into the Equity Purchase Agreement to sell the Energy Services Disposal Group. The transaction closed on June 1, 2020. In the normal course of business prior to June 1, 2020, the Energy Services Disposal Group through CES, traded natural gas under supply contracts and entered into natural gas related transactions under transportation, storage and other contracts. In connection with the Energy Services Disposal Group’s business activities prior to the closing of the sale of the Energy Services Disposal Group on June 1, 2020, CERC Corp. issued guarantees to CES’s counterparties to guarantee the payment of CES’s obligations. When CES remained wholly owned by CERC Corp., these guarantees did not represent incremental consolidated obligations, but rather, these guarantees represented guarantees of CES’s obligations to allow it to conduct business without posting other forms of assurance.

A CERC Corp. guarantee primarily has a one- or two-year term, although CERC Corp. would generally not be released from obligations incurred by CES prior to the termination of such guarantee unless the beneficiary of the guarantee affirmatively released CERC Corp. from its obligations under the guarantee. Throughout CERC Corp.’s ownership of CES and subsequent to the sale of the Energy Services Disposal Group through September 30, 2020, CERC Corp. did not pay any amounts under guarantees of CES’s obligations.

Under the terms of the Equity Purchase Agreement, Symmetry Energy Solutions Acquisition must generally use reasonable best efforts to replace existing CERC Corp. guarantees with credit support provided by a party other than CERC Corp. as of and after the closing of the transaction. Additionally, to the extent that CERC Corp. retains any exposure relating to certain guarantees of CES’s obligations 90 days after closing of the transaction, Symmetry Energy Solutions Acquisition will pay a 3% annualized fee on such exposure, increasing by 1% on an annualized basis every three months. As of September 30, 2020, CES had provided replacement credit support to counterparties to whom CERC Corp. had issued guarantees prior to June 1, 2020, representing $68 million of the $73 million remaining exposure under the previously issued guarantees. CERC believes that counterparties to whom replacement credit support has been provided would seek payment if needed under such replacement credit support instead of a CERC Corp. guarantee. No additional guarantees were provided by CERC Corp. to CES subsequent to the closing of the transaction on June 1, 2020.

While there can be no assurance that payment under any of these guarantees will not be required in the future, CenterPoint Energy and CERC consider the likelihood of a material amount being incurred as remote.

CenterPoint Energy and CERC recorded no amounts on their respective Condensed Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019 related to the performance of these guarantees.

(d)Legal, Environmental and Other Matters

Legal Matters

Minnehaha Academy (CenterPoint Energy and CERC). On August 2, 2017, a natural gas explosion occurred at the Minnehaha Academy in Minneapolis, Minnesota, resulting in the deaths of two school employees, serious injuries to others and significant property damage to the school. CenterPoint Energy, certain of its subsidiaries, including CERC, and the contractor company working in the school have been named in litigation arising out of this incident. CenterPoint Energy and CERC have reached confidential settlement agreements on all wrongful death and property damage claims and with some personal injury claimants. Additionally, CenterPoint Energy and CERC cooperated with the investigation conducted by the National Transportation Safety Board, which concluded its investigation in December 2019 and issued a report without making any recommendations. Further, CenterPoint Energy and CERC contested and reached a settlement regarding approximately $200,000 in fines imposed by the Minnesota Office of Pipeline Safety. In early 2018, the Minnesota Occupational Safety and Health Administration concluded its investigation without any adverse findings against CenterPoint Energy or CERC. CenterPoint Energy’s and CERC’s general and excess liability insurance policies provide coverage for third party bodily injury and property damage claims. 

Litigation Related to the Merger (CenterPoint Energy). With respect to the Merger, in July 2018, seven separate lawsuits were filed against Vectren and the individual directors of Vectren’s Board of Directors in the U.S. District Court for the Southern District of Indiana. These lawsuits alleged violations of Sections 14(a) of the Exchange Act and SEC Rule 14a-9 on the grounds that the Vectren Proxy Statement filed on June 18, 2018 was materially incomplete because it omitted material information concerning the Merger. In August 2018, the seven lawsuits were consolidated, and the Court denied the plaintiffs’ request for a preliminary injunction. In October 2018, the plaintiffs filed their Consolidated Amended Class Action Complaint. In December 2018, two plaintiffs voluntarily dismissed their lawsuits. In September 2019, the court granted the defendants’ motion to dismiss and dismissed the remaining plaintiffs’ claims with prejudice, which the plaintiffs appealed in October 2019.
48

Table of Contents
The U.S. Court of Appeals for the Seventh Circuit heard oral arguments in September 2020, and a ruling is expected in late 2020 or early 2021. The defendants believe that the allegations asserted are without merit and intend to vigorously defend themselves against the claims raised. CenterPoint Energy does not expect the ultimate outcome of this matter to have a material adverse effect on its financial condition, results of operations or cash flows.

Environmental Matters

MGP Sites. CenterPoint Energy, CERC and their predecessors operated MGPs in the past. In addition, certain of CenterPoint Energy’s subsidiaries acquired through the Merger operated MGPs in the past. The costs CenterPoint Energy or CERC, as applicable, expect to incur to fulfill their respective obligations are estimated by management using assumptions based on actual costs incurred, the timing of expected future payments and inflation factors, among others. While CenterPoint Energy and CERC have recorded all costs which they presently are obligated to incur in connection with activities at these sites, it is possible that future events may require remedial activities which are not presently foreseen, and those costs may not be subject to PRP or insurance recovery.

(i)Minnesota MGPs (CenterPoint Energy and CERC). With respect to certain Minnesota MGP sites, CenterPoint Energy and CERC have completed state-ordered remediation and continue state-ordered monitoring and water treatment. CenterPoint Energy and CERC recorded a liability as reflected in the table below for continued monitoring and any future remediation required by regulators in Minnesota.

(ii)Indiana MGPs (CenterPoint Energy). In the Indiana Gas service territory, the existence, location and certain general characteristics of 26 gas manufacturing and storage sites have been identified for which CenterPoint Energy may have some remedial responsibility. A remedial investigation/feasibility study was completed at one of the sites under an agreed upon order between Indiana Gas and the IDEM, and a Record of Decision was issued by the IDEM in January 2000. The remaining sites have been submitted to the IDEM’s VRP. CenterPoint Energy has also identified its involvement in five manufactured gas plant sites in SIGECO’s service territory, all of which are currently enrolled in the IDEM’s VRP. CenterPoint Energy is currently conducting some level of remedial activities, including groundwater monitoring at certain sites.

(iii)Other MGPs (CenterPoint Energy and CERC). In addition to the Minnesota and Indiana sites, the EPA and other regulators have investigated MGP sites that were owned or operated by CenterPoint Energy or CERC or may have been owned by one of their former affiliates.

Total costs that may be incurred in connection with addressing these sites cannot be determined at this time. The estimated accrued costs are limited to CenterPoint Energy’s and CERC’s share of the remediation efforts and are therefore net of exposures of other PRPs. The estimated range of possible remediation costs for the sites for which CenterPoint Energy and CERC believe they may have responsibility was based on remediation continuing for the minimum time frame given in the table below.
September 30, 2020
CenterPoint EnergyCERC
(in millions, except years)
Amount accrued for remediation$12 $
Minimum estimated remediation costs
Maximum estimated remediation costs54 32 
Minimum years of remediation530
Maximum years of remediation5050

The cost estimates are based on studies of a site or industry average costs for remediation of sites of similar size. The actual remediation costs will depend on the number of sites to be remediated, the participation of other PRPs, if any, and the remediation methods used.

CenterPoint Energy and CERC do not expect the ultimate outcome of these matters to have a material adverse effect on the financial condition, results of operations or cash flows of either CenterPoint Energy or CERC.

Asbestos. Some facilities owned by the Registrants or their predecessors contain or have contained asbestos insulation and other asbestos-containing materials. The Registrants are from time to time named, along with numerous others, as defendants in lawsuits filed by a number of individuals who claim injury due to exposure to asbestos, and the Registrants anticipate that
49

Table of Contents
additional claims may be asserted in the future. Although their ultimate outcome cannot be predicted at this time, the Registrants do not expect these matters, either individually or in the aggregate, to have a material adverse effect on their financial condition, results of operations or cash flows.

CCR Rule (CenterPoint Energy). In April 2015, the EPA finalized its CCR Rule, which regulates ash as non-hazardous material under the RCRA. The final rule allows beneficial reuse of ash, and the majority of the ash generated by Indiana Electric’s generating plants will continue to be reused. In July 2018, the EPA released its final CCR Rule Phase I Reconsideration which extended the deadline to October 31, 2020 for ceasing placement of ash in ponds that exceed groundwater protections standards or that fail to meet location restrictions. While the EPA Phase I Reconsideration moves forward, the existing CCR compliance obligations remain in effect. In August 2019, the EPA proposed additional “Part A” amendments to its CCR Rule with respect to beneficial reuse of ash and other materials. Further “Part B” amendments, which related to alternate liners for CCR surface impoundments and the surface impoundment closure process, were published in March 2020. The Part A amendments were finalized in August 2020. The EPA released a pre-publication version of the Part B amendments on October 16, 2020. The Part A amendments do not restrict Indiana Electric’s current beneficial reuse of its fly ash. CenterPoint Energy continues to evaluate the Part B amendments to determine potential impacts.

Indiana Electric has three ash ponds, two at the F.B. Culley facility (Culley East and Culley West) and one at the A.B. Brown facility. Under the existing CCR Rule, Indiana Electric is required to perform integrity assessments, including ground water monitoring, at its F.B. Culley and A.B. Brown generating stations. The ground water studies are necessary to determine the remaining service life of the ponds and whether a pond must be retrofitted with liners or closed in place, with bottom ash handling conversions completed. Indiana Electric’s Warrick generating unit is not included in the scope of the CCR Rule as this unit has historically been part of a larger generating station that predominantly serves an adjacent industrial facility. In March 2018, Indiana Electric began posting ground water data monitoring reports annually to its public website in accordance with the requirements of the CCR Rule. This data preliminarily indicates potential groundwater impacts very close to Indiana Electric’s ash impoundments, and further analysis is ongoing. The CCR Rule required companies to complete location restriction determinations by October 18, 2018. Indiana Electric completed its evaluation and determined that one F.B. Culley pond (Culley East) and the A.B. Brown pond fail the aquifer placement location restriction. As a result of this failure, Indiana Electric is required to cease disposal of new ash in the ponds and commence closure of the ponds by April 11, 2021. CenterPoint Energy plans to seek extensions available under the CCR Rule that would allow Indiana Electric to continue to use the ponds through October 15, 2023. The inability to take these extensions may result in increased and potentially significant operational costs in connection with the accelerated implementation of an alternative ash disposal system or adversely impact Indiana Electric’s future operations. Failure to comply with these requirements could also result in an enforcement proceeding including the imposition of fines and penalties. On April 24, 2019, Indiana Electric received an order from the IURC approving recovery in rates of costs associated with the closure of the Culley West pond, which has already commenced closure activities. CenterPoint Energy believes the language in the IURC order is favorable for future recovery of closure costs for Indiana Electric’s remaining ponds.

Indiana Electric continues to refine site specific estimates of closure costs. In July 2018, Indiana Electric filed a Complaint for Damages and Declaratory Relief against its insurers seeking reimbursement of defense, investigation and pond closure costs incurred to comply with the CCR Rule, and has since reached confidential settlement agreements with its insurers. The proceeds of these settlements will offset costs that have been and will be incurred to close the ponds. In March 2019, Indiana Electric entered into agreements with third parties for the excavation and beneficial reuse of the ash at the A.B. Brown ash pond. On December 2, 2019, the EPA published proposed revisions to the CCR Rule. The revisions were finalized on August 28, 2020.

On August 14, 2019, Indiana Electric filed its petition with the IURC for recovery of costs associated with the closure of the A.B. Brown ash pond, which would include costs associated with the excavation and recycling of ponded ash.  This petition was subsequently approved by the IURC on May 13, 2020. On October 28, 2020, the IURC approved Indiana Electric’s ECA proceeding, which included the initiation of recovery of the federally mandated project costs.

As of September 30, 2020, CenterPoint Energy has recorded an approximate $73 million ARO, which represents the discounted value of future cash flow estimates to close the ponds at A.B. Brown and F.B. Culley. This estimate is subject to change due to the contractual arrangements; continued assessments of the ash, closure methods, and the timing of closure; implications of Indiana Electric’s generation transition plan; changing environmental regulations; and proceeds received from the settlements in the aforementioned insurance proceeding. In addition to these removal costs, Indiana Electric also anticipates equipment purchases of between $60 million and $80 million to complete the A.B. Brown closure project.

Other Environmental. From time to time, the Registrants identify the presence of environmental contaminants during operations or on property where their predecessors have conducted operations. Other such sites involving contaminants may be identified in the future. The Registrants have and expect to continue to remediate any identified sites consistent with state and
50

Table of Contents
federal legal obligations. From time to time, the Registrants have received notices, and may receive notices in the future, from regulatory authorities or others regarding status as a PRP in connection with sites found to require remediation due to the presence of environmental contaminants. In addition, the Registrants have been, or may be, named from time to time as defendants in litigation related to such sites. Although the ultimate outcome of such matters cannot be predicted at this time, the Registrants do not expect these matters, either individually or in the aggregate, to have a material adverse effect on their financial condition, results of operations or cash flows.

Other Proceedings

The Registrants are involved in other legal, environmental, tax and regulatory proceedings before various courts, regulatory commissions and governmental agencies regarding matters arising in the ordinary course of business. From time to time, the Registrants are also defendants in legal proceedings with respect to claims brought by various plaintiffs against broad groups of participants in the energy industry. Some of these proceedings involve substantial amounts. The Registrants regularly analyze current information and, as necessary, provide accruals for probable and reasonably estimable liabilities on the eventual disposition of these matters. The Registrants do not expect the disposition of these matters to have a material adverse effect on the Registrants’ financial condition, results of operations or cash flows.

(15) Earnings Per Share (CenterPoint Energy)

The Series C Preferred Stock issued in May 2020 are considered participating securities since these shares participate in dividends on Common Stock on a pari passu, pro rata, as-converted basis. See Note 19 for further information on the issuance of Series C Preferred Stock. As a result, beginning June 30, 2020, earnings per share on Common Stock is computed using the two-class method required for participating securities.

The two-class method uses an earnings allocation formula that treats participating securities as having rights to earnings that otherwise would have been available only to common shareholders. Under the two-class method, income (loss) available to common shareholders from continuing operations is derived by subtracting the following from income (loss) from continuing operations:

preferred share dividend requirement;

deemed dividends for the amortization of the beneficial conversion feature recognized at issuance of the Series C Preferred Stock; and

an allocation of undistributed earnings to preferred shareholders of participating securities (Series C Preferred Stock) based on the securities’ right to receive dividends.

Undistributed earnings are calculated by subtracting dividends declared on Common Stock, the preferred share dividend requirement and deemed dividends for the amortization of the beneficial conversion feature from net income. Net losses are not allocated to the Series C Preferred Stock as it does not have a contractual obligation to share in the losses of CenterPoint Energy.

The Series C Preferred Stock includes conversion features at a price that is below the fair value of the Common Stock on the commitment date. This beneficial conversion feature, which was approximately $32 million, represents the difference between the fair value per share of the Common Stock as of the commitment date and the conversion price, multiplied by the number of common shares issuable upon conversion. The beneficial conversion feature is recognized as a discount to Series C Preferred Stock and will be amortized as a deemed dividend over the period from the issue date to the first allowable conversion date, which is November 6, 2020. The amount amortized during the three and nine months ended September 30, 2020 was approximately $16 million and $25 million, respectively.

Basic earnings per common share is computed by dividing income available to common shareholders from continuing operations by the basic weighted average number of common shares outstanding during the period. Participating securities are excluded from basic weighted average number of common shares outstanding. Diluted earnings per common share is computed by dividing income available to common shareholders from continuing operations by the weighted average number of common shares outstanding, including all potentially dilutive common shares, if the effect of such common shares is dilutive.

Diluted earnings per share reflects the dilutive effect of potential common shares from share-based awards and convertible preferred shares. The dilutive effect of the restricted stock, Series B Preferred Stock and Series C Preferred Stock is computed using the if-converted method, which assumes conversion of the restricted stock, Series B Preferred Stock and Series C
51

Table of Contents
Preferred Stock at the beginning of the period, giving income recognition for the add-back of the preferred share dividends, amortization of beneficial conversion feature, and undistributed earnings allocated to preferred shareholders.

The following table reconciles numerators and denominators of CenterPoint Energy’s basic and diluted earnings per common share.
Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
(in millions, except per share and share amounts)
Numerator:
Income (loss) from continuing operations$127 $251 $(791)$545 
Less: Preferred stock dividend requirement (Note 19)36 29 102 88 
Less: Amortization of beneficial conversion feature (Note 19)16 — 25 — 
Less: Undistributed earnings allocated to preferred shareholders (1)
— — — — 
Income (loss) available to common shareholders from continuing operations - basic and diluted
75 222 (918)457 
Income (loss) available to common shareholders from discontinued operations - basic and diluted
(6)19 (182)89 
Income (loss) available to common shareholders - basic and diluted$69 $241 $(1,100)$546 
Denominator:
Weighted average common shares outstanding - basic544,811,000 502,228,000 525,160,000 501,986,000 
Plus: Incremental shares from assumed conversions:
Restricted stock (4)
3,377,000 2,852,000 — 2,852,000 
Series B Preferred Stock (2)
— — — — 
Series C Preferred Stock (3)
— — — — 
Weighted average common shares outstanding - diluted548,188,000 505,080,000 525,160,000 504,838,000 
Earnings (loss) per common share:
Basic earnings (loss) per common share - continuing operations
$0.14 $0.44 $(1.75)$0.91 
Basic earnings (loss) per common share - discontinued operations
(0.01)0.04 (0.35)0.18 
Basic Earnings (Loss) Per Common Share$0.13 $0.48 $(2.10)$1.09 
Diluted earnings (loss) per common share - continuing operations
$0.14 $0.44 $(1.75)$0.91 
Diluted earnings (loss) per common share - discontinued operations
(0.01)0.03 (0.35)0.17 
Diluted Earnings (Loss) Per Common Share$0.13 $0.47 $(2.10)$1.08 

(1)There were no undistributed earnings to be allocated to participating securities for the three and nine months ended September 30, 2020.

(2)The computation of diluted earnings per common share outstanding for the three and nine months ended September 30, 2020 excludes 35,940,000 and 35,923,000 potentially dilutive shares from the denominator, respectively, because the shares would be anti-dilutive. The computation of diluted earnings per common share outstanding for the three and nine months ended September 30, 2019 excludes 33,537,000 and 33,537,000 potentially dilutive shares from the denominator, respectively, because the shares would be anti-dilutive.

(3)The computation of diluted earnings per common share outstanding for the three and nine months ended September 30, 2020 excludes 47,355,000 and 25,578,000 potentially dilutive shares, respectively, of Series C Preferred Stock from the denominator because the shares would be anti-dilutive.

(4)3,377,000 incremental common shares from assumed conversions of restricted stock have not been included in the computation of diluted earnings (loss) per share for the nine months ended September 30, 2020, respectively, as their inclusion would be anti-dilutive.

52

Table of Contents
(16) Reportable Segments

The Registrants’ determination of reportable segments considers the strategic operating units under which the Registrants’ CODM manages sales, allocates resources and assesses performance of various products and services to wholesale or retail customers in differing regulatory environments. As of January 1, 2020, each Registrant’s CODM views net income as the measure of profit or loss for the reportable segments rather than the previous measure of operating income. Certain prior year amounts have been reclassified to conform to the current year presentation.

As of September 30, 2020, reportable segments by Registrant were as follows:
RegistrantHouston Electric T&D Indiana Electric IntegratedNatural Gas Distribution Midstream Investments
CenterPoint EnergyXXXX
Houston ElectricX
CERCX

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

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

CenterPoint Energy’s Natural Gas Distribution reportable segment consists of (i) intrastate natural gas sales to, and natural gas transportation and distribution for residential, commercial, industrial and institutional customers in Arkansas, Indiana, Louisiana, Minnesota, Mississippi, Ohio, Oklahoma and Texas; (ii) permanent pipeline connections through interconnects with various interstate and intrastate pipeline companies through CEIP, formerly included in the Energy Services reportable segment; and (iii) temporary delivery of LNG and CNG throughout the contiguous 48 states through MES, formerly included in the Energy Services reportable segment.

CERC’s Natural Gas Distribution reportable segment consists of (i) intrastate natural gas sales to, and natural gas transportation and distribution for residential, commercial, industrial and institutional customers in Arkansas, Louisiana, Minnesota, Mississippi, Oklahoma and Texas; (ii) permanent pipeline connections through interconnects with various interstate and intrastate pipeline companies through CEIP, formerly included in the Energy Services reportable segment; and (iii) temporary delivery of LNG and CNG throughout the contiguous 48 states through MES, formerly included in the Energy Services reportable segment.

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

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

Discontinued Operations (CenterPoint Energy and CERC)

On February 3, 2020, CenterPoint Energy, through its subsidiary VUSI, entered into the Securities Purchase Agreement to sell the Infrastructure Services Disposal Group, which consists of underground pipeline construction and repair services. Accordingly, the previously reported Infrastructure Services reportable segment has been eliminated. The transaction closed on April 9, 2020. See Note 3 for further information.

Additionally, on February 24, 2020, CenterPoint Energy, through its subsidiary CERC Corp., entered into the Equity Purchase Agreement to sell the Energy Services Disposal Group, which consists of non-rate regulated natural gas sales and service operations. Accordingly, the previously reported Energy Services reportable segment has been eliminated. The transaction closed on June 1, 2020. See Note 3 for further information.

53

Table of Contents
Financial data for reportable segments is as follows, including Corporate and Other, Eliminations and Discontinued Operations for reconciliation purposes:

CenterPoint Energy
Three Months Ended September 30,
20202019
Revenues from
External
Customers
Equity in Earnings of Unconsolidated AffiliatesNet Income (Loss)Revenues from
External
Customers
Equity in Earnings of Unconsolidated AffiliatesNet Income (Loss)
(in millions)
Houston Electric T&D$828 (1)$— $157 $859 (1)$— $185 
Indiana Electric Integrated157 — 31 165 — 34 
Natural Gas Distribution560 — 541 — 
Midstream Investments (2)
— (67)(62)— 77 50 
Corporate and Other77 — (4)93 — (24)
Continuing Operations$1,622 $(67)127 $1,658 $77 251 
Discontinued Operations, net(6)19 
Consolidated$121 $270 
Nine Months Ended September 30,
20202019
Revenues from
External
Customers
Equity in Earnings of Unconsolidated AffiliatesNet Income (Loss)Revenues from
External
Customers
Equity in Earnings of Unconsolidated AffiliatesNet Income (Loss)
(in millions)
Houston Electric T&D$2,186 (1)$— $281 $2,313 (1)$— $315 
Indiana Electric Integrated414 — (121)388 — 41 
Natural Gas Distribution2,519 — 242 2,629 — 149 
Midstream Investments (2)
— (1,499)(1,165)— 213 124 
Corporate and Other245 — (28)215 — (84)
Continuing Operations$5,364 $(1,499)(791)$5,545 $213 545 
Discontinued Operations, net(182)89 
Consolidated$(973)$634 
(1)Houston Electric T&D’s revenues from major external customers are as follows (CenterPoint Energy and Houston Electric):
Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
(in millions)
Affiliates of NRG$243 $231 $573 $547 
Affiliates of Vistra Energy Corp.128 83 301 196 

(2)Includes the impairment of CenterPoint Energy’s equity method investment in Enable of $1,541 million recorded during the nine months ended September 30, 2020 and CenterPoint Energy’s interest in Enable’s $225 million impairment on an equity method investment during the three and nine months ended September 30, 2020.
Houston Electric consists of a single reportable segment; therefore, a tabular reportable segment presentation has not been included herein.

54

Table of Contents
CERC
Three Months Ended September 30,
20202019
Revenues from
External
Customers
Net Income (Loss)Revenues from
External
Customers
 Net Income (Loss)
(in millions)
Natural Gas Distribution$422 $$415 $
Corporate and Other(7)(15)
Continuing Operations$426 (6)$420 (10)
Discontinued Operations, net
Consolidated$(4)$(7)
Nine Months Ended September 30,
20202019
Revenues from
External
Customers
Net Income (Loss)Revenues from
External
Customers
 Net Income (Loss)
(in millions)
Natural Gas Distribution$1,910 $155 $2,152 $134 
Corporate and Other10 (13)(32)
Continuing Operations$1,920 142 $2,158 102 
Discontinued Operations, net(66)57 
Consolidated$76 $159 
CenterPoint Energy and CERC
Total Assets
September 30, 2020December 31, 2019
CenterPoint
Energy
CERCCenterPoint
Energy
CERC
(in millions)
Houston Electric T&D$11,296 $— $11,264 $— 
Indiana Electric Integrated 3,142 — 3,168 — 
Natural Gas Distribution 14,297 7,809 14,105 7,698 
Midstream Investments805 — 2,473 — 
Corporate and Other, net of eliminations3,165 (30)2,555 (90)
Continuing Operations32,705 7,779 33,565 7,608 
Assets Held for Sale— — 1,964 904 
Consolidated$32,705 $7,779 $35,529 $8,512 

(17) Supplemental Disclosure of Cash Flow Information

CenterPoint Energy and CERC elected not to separately disclose discontinued operations on their respective Condensed Statements of Consolidated Cash Flows. See Note 3 for certain supplemental cash flow disclosures related to the Infrastructure Services and Energy Services Disposal Groups. The table below provides supplemental disclosure of cash flow information and has not been recast to exclude the Infrastructure Services and Energy Services Disposal Groups prior to the closing of the respective transactions.
Nine Months Ended September 30,
20202019
CenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERC
(in millions)
Cash Payments/Receipts:
Interest, net of capitalized interest$324 $176 $88 $364 $203 $88 
Income tax payments, net 117 33 174 93 
55

Table of Contents
Nine Months Ended September 30,
20202019
Non-cash transactions: 
Accounts payable related to capital expenditures220 121 72 178 91 75 
ROU assets obtained in exchange for lease liabilities (1)
14 — 43 28 
Beneficial conversion feature
32 — — — — — 
Amortization of beneficial conversion feature
(25)— — — — — 

(1)2019 includes the transition impact of adoption of ASU 2016-02 Leases.

The table below provides a reconciliation of cash, cash equivalents and restricted cash reported in the Condensed Consolidated Balance Sheets to the amount reported in the Condensed Statements of Consolidated Cash Flows and has not been recast to exclude the Infrastructure Services and Energy Services Disposal Groups as of December 31, 2019.
September 30, 2020December 31, 2019
CenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERC
(in millions)
Cash and cash equivalents
$185 $172 $$241 $216 $
Restricted cash included in Prepaid expenses and other current assets
23 16 — 30 19 — 
Total cash, cash equivalents and restricted cash shown in Condensed Statements of Consolidated Cash Flows
$208 $188 $$271 $235 $

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

Houston Electric and CERC participate in CenterPoint Energy’s money pool through which they can borrow or invest on a short-term basis. Funding needs are aggregated and external borrowing or investing is based on the net cash position. The net funding requirements of the CenterPoint Energy money pool are expected to be met with borrowings under CenterPoint Energy’s revolving credit facility or the sale of CenterPoint Energy’s commercial paper.  

The table below summarizes CenterPoint Energy money pool activity:
September 30, 2020December 31, 2019
Houston ElectricCERCHouston ElectricCERC
 (in millions, except interest rates)
Money pool investments (borrowings) (1)
$25 $— $481 $— 
Weighted average interest rate
0.19 %0.19 %1.98 %1.98 %

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

Houston Electric and CERC affiliate related net interest income (expense) were as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
Houston ElectricCERCHouston ElectricCERCHouston ElectricCERCHouston ElectricCERC
(in millions)
Interest income (expense) (1)$— $— $$$— $— $14 $

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

CenterPoint Energy provides some corporate services to Houston Electric and CERC. The costs of services have been charged directly to Houston Electric and CERC using methods that management believes are reasonable. These methods include usage rates, dedicated asset assignment and proportionate corporate formulas based on operating expenses, assets, gross
56

Table of Contents
margin, employees and a composite of assets, gross margin and employees. Houston Electric provides certain services to CERC. These services are billed at actual cost, either directly or as an allocation and include fleet services, shop services, geographic services, surveying and right-of-way services, radio communications, data circuit management and field operations. Additionally, CERC provides certain services to Houston Electric. These services are billed at actual cost, either directly or as an allocation and include line locating and other miscellaneous services. These charges are not necessarily indicative of what would have been incurred had Houston Electric and CERC not been affiliates.

Amounts charged for these services were as follows and are included primarily in operation and maintenance expenses:
Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
Houston ElectricCERCHouston ElectricCERCHouston ElectricCERCHouston ElectricCERC
(in millions)
Corporate service charges$48 $52 $38 $31 $142 $156 $132 $106 
Net affiliate service charges (billings)
(4)(3)(14)14 (7)

The table below presents transactions among Houston Electric, CERC and their parent, CenterPoint Energy.
Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
Houston ElectricCERCHouston ElectricCERCHouston ElectricCERCHouston ElectricCERC
(in millions)
Cash dividends paid to parent$52 $$60 $16 $457 $80 $100 $119 
Cash contribution from parent — — — — — — 590 — 
Capital distribution to parent associated with the sale of CES
— — — — — 286 — — 
Property, plant and equipment from parent (1)
35 23 — — 35 23 — — 

(1)Property, plant and equipment purchased from CenterPoint Energy at its net carrying value on the date of purchase.

(19) Equity

Dividends Declared and Paid (CenterPoint Energy)

CenterPoint Energy paid dividends on its Common Stock during the nine months ended September 30, 2020 and 2019 as presented in the table below:
Declaration DateRecord DatePayment Date
Per Share (1)
Total
(in millions)
February 3, 2020February 20, 2020March 12, 2020$0.2900 $145 
April 24, 2020May 21, 2020June 11, 20200.1500 82 
July 29, 2020August 20, 2020September 10, 20200.1500 82 
Total 2020$0.5900 $309 
December 12, 2018February 21, 2019March 14, 2019$0.2875 $144 
April 25, 2019May 16, 2019June 13, 20190.2875 144 
July 31, 2019August 15, 2019September 12, 20190.2875 145 
Total 2019$0.8625 $433 

(1)On April 1, 2020, in response to the reduction in cash flow related to the reduction in Enable quarterly common unit distributions announced by Enable on April 1, 2020, CenterPoint Energy announced a reduction of its quarterly Common Stock dividend per share from $0.2900 to $0.1500.

57

Table of Contents
CenterPoint Energy paid dividends on its Series A Preferred Stock during the nine months ended September 30, 2020 and 2019 as presented in the table below:
Declaration DateRecord DatePayment DatePer ShareTotal
(in millions)
February 3, 2020February 14, 2020March 2, 2020$30.6250 $25 
July 29, 2020August 14, 2020September 1, 202030.6250 24 
Total 2020$61.2500 $49 
December 12, 2018February 15, 2019March 1, 2019$32.1563 $26 
July 31, 2019August 15, 2019September 3, 201930.6250 24 
Total 2019$62.7813 $50 

CenterPoint Energy paid dividends on its Series B Preferred Stock during the nine months ended September 30, 2020 and 2019 as presented in the table below:
Declaration DateRecord DatePayment DatePer ShareTotal
(in millions)
February 3, 2020February 14, 2020March 2, 2020$17.5000 $17 
April 24, 2020May 15, 2020June 1, 202017.5000 17 
July 29, 2020August 14, 2020September 1, 202017.5000 17 
Total 2020$52.5000 $51 
December 12, 2018February 15, 2019March 1, 2019$17.5000 $17 
April 25, 2019May 15, 2019June 3, 201917.5000 17 
July 31, 2019August 15, 2019September 3, 201917.5000 17 
Total 2019$52.5000 $51 

CenterPoint Energy paid dividends on its Series C Preferred Stock during the nine months ended September 30, 2020 as presented in the table below:
Declaration DateRecord DatePayment DatePer ShareTotal
(in millions)
April 24, 2020(1)May 21, 2020June 11, 2020$0.1500 $
July 29, 2020August 20, 2020September 10, 20200.1500 
Total 2020$0.3000 $14 

(1)Declaration date for dividends on Common Stock. The Series C Preferred Stock is entitled to participate in any dividend or distribution (excluding those payable in Common Stock) with the Common Stock on a pari passu, pro rata, as-converted basis. The per share amount reflects the dividend per share of Common Stock as if the Series C Preferred Stock were converted into Common Stock.

Income Allocated to Preferred Shareholders (CenterPoint Energy)
Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
(in millions)
Series A Preferred Stock$12 $12 $37 $37 
Series B Preferred Stock17 17 51 51 
Series C Preferred Stock— 14 — 
Preferred dividend requirement
36 29 102 88 
Amortization of beneficial conversion feature16 — 25 — 
Total income allocated to preferred shareholders
$52 $29 $127 $88 

58

Table of Contents
Accumulated Other Comprehensive Income (Loss)

Changes in accumulated comprehensive income (loss) are as follows:
Three Months Ended September 30,
20202019
CenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERC
(in millions)
Beginning Balance$(84)$— $10 $(105)$(15)$
Other comprehensive loss before reclassifications:
Deferred loss from interest rate derivatives (1)
— — — (2)— — 
Other comprehensive income (loss) from unconsolidated affiliates— — (2)— — 
Amounts reclassified from accumulated other comprehensive loss:
Actuarial losses (2)
— — — — 
Tax expense
(1)— — — — — 
Net current period other comprehensive income (loss)— — (2)— — 
Ending Balance$(82)$— $10 $(107)$(15)$
Nine Months Ended September 30,
20202019
CenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERC
(in millions)
Beginning Balance$(98)$(15)$10 $(108)$(14)$
Other comprehensive loss before reclassifications:
Deferred loss from interest rate derivatives (1)
— — — (3)(1)— 
Other comprehensive loss from unconsolidated affiliates
(2)— — (2)— — 
Amounts reclassified from accumulated other comprehensive loss:
Prior service cost (2)
— — — — 
Actuarial losses (2)
— — — — 
Reclassification of deferred loss from cash flow hedges realized in net income— — — — — 
Reclassification of deferred loss from cash flow hedges (3)
19 19 — — — — 
Tax expense
(7)(4)— (2)— — 
Net current period other comprehensive income (loss)
16 15 — (1)— 
Ending Balance$(82)$— $10 $(107)$(15)$

(1)Gains and losses are reclassified from Accumulated other comprehensive income into income when the hedged transactions affect earnings. The reclassification amounts are included in Interest and other finance charges in each of the Registrants’ respective Statements of Consolidated Income. Over the next twelve months estimated amortization from Accumulated Comprehensive Income into income is expected to be immaterial.

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

(3)The cost of debt approved by the PUCT as part of Houston Electric’s Stipulation and Settlement Agreement included unrealized gains and losses on interest rate hedges. Accordingly, deferred gains and losses on interest rate hedges were reclassified to regulatory assets or liabilities, as appropriate.

Series C Preferred Stock Private Placement (CenterPoint Energy)

On May 6, 2020, CenterPoint Energy entered into agreements for the private placement of 725,000 shares of its Series C Preferred Stock, at a price of $1,000 share, resulting in net proceeds of $724 million after issuance costs.

59

Table of Contents
The Series C Preferred Stock is entitled to participate in any dividend or distribution (excluding those payable in Common Stock) with the Common Stock on a pari passu, pro rata, as-converted basis. At liquidation, the Series C Preferred Stock will rank pari passu to the existing Series A Preferred Stock and Series B Preferred Stock and senior to the Common Stock, but will participate in a liquidation only on an as-converted to Common Stock basis.

Conversion of the Series C Preferred Stock is mandatory upon the occurrence of any of the following triggers: (i) the 12-month anniversary date of the preferred stock purchase agreements, (ii) a bankruptcy event, and (iii) a fundamental change in CenterPoint Energy, including, among other things certain change of control events. Upon a mandatory conversion, each share of Series C Preferred Stock will convert into the number of Common Stock equal to the quotient of $1,000 divided by the prevailing conversion price, which is initially $15.31. In a conversion at the 12-month anniversary date, in lieu of issuing Common Stock, CenterPoint Energy may, at its election, make a cash payment equal to the product of (i) the then current market price of the Common Stock multiplied by (ii) the number of shares of Common Stock that such holder would have been entitled to receive in a conversion. Following the six-month anniversary date of the issuance of the Series C Preferred Stock, holders of Series C Preferred Stock also have an optional right to convert their holdings to Common Stock at any time, subject to a limit on conversion of no more than 4.9% of the outstanding Common Stock. The conversion price is subject to adjustment for subdivisions and combinations, dividends or distributions payable in common stock. If all of the 725,000 shares of Series C Preferred Stock converted at the initial conversion price, CenterPoint Energy would issue an incremental 47,354,670 shares of Common Stock.

CenterPoint Energy may not issue more than a specified amount of outstanding Common Stock upon conversion of Preferred Stock. Once such specified amount has been reached, each Series C Preferred Stock holder electing to convert or subject to mandatory conversion will receive a cash payment equal to the product of (i) the market price of the Common Stock multiplied by (ii) the number of shares of Common Stock that such holder would have been entitled to receive in a conversion. On June 1, 2020, CenterPoint Energy filed a shelf registration statement with the SEC registering 58,051,121 shares of Common Stock, equal to the maximum number of shares of Common Stock issuable in the aggregate upon conversion of the Series C Preferred Stock pursuant to the preferred stock purchase agreements.

Series C Preferred Stock holders have no voting rights, except that the affirmative vote of a majority of outstanding Series C Preferred Stock is required for the company to (i) create any class or series of securities that is senior to the Series C Preferred Stock; (ii) reclassify or amend any authorized securities of CenterPoint Energy if reclassification would render the relevant security senior to the Series C Preferred Stock; or (iii) increase the authorized amount or issue any additional shares of Series C Preferred Stock.

The vote of at least 66 2/3% of the outstanding shares of Series C Preferred Stock is needed to amend the terms of the Series C Preferred Stock in any manner that would adversely alter or change the rights of the Series C Preferred Stock, subject to certain exceptions.

Common Stock Private Placement (CenterPoint Energy)

On May 6, 2020, CenterPoint Energy entered into agreements for the private placement of 41,977,612 shares of its Common Stock, at a price of $16.08 share, resulting in net proceeds of $673 million after issuance costs. On June 1, 2020, CenterPoint Energy filed a shelf registration statement with the SEC registering these 41,977,612 shares of Common Stock.

(20) Subsequent Events (CenterPoint Energy)

CenterPoint Energy Dividend Declarations
Equity InstrumentDeclaration DateRecord DatePayment DatePer Share
Common StockOctober 29, 2020November 19, 2020December 10, 2020$0.1500 
Series B Preferred StockOctober 29, 2020November 13, 2020December 1, 202017.5000 
Series C Preferred Stock (1)
October 29, 2020November 19, 2020December 10, 20200.1500 

(1)The Series C Preferred Stock is entitled to participate in any dividend or distribution (excluding those payable in Common Stock) with the Common Stock on a pari passu, pro rata, as-converted basis. The per share amount reflects the dividend per share of Common Stock as if the Series C Preferred Stock were converted into Common Stock.

60

Table of Contents
Enable Distributions Declarations (CenterPoint Energy)
Equity InstrumentDeclaration DateRecord DatePayment DatePer Unit DistributionExpected Cash Distribution
(in millions)
Enable common unitsNovember 3, 2020November 17, 2020November 24, 2020$0.16525 $39 
Enable Series A Preferred UnitsNovember 3, 2020November 3, 2020November 13, 20200.62500 

Series C Preferred Stock

On November 2, 2020, CenterPoint Energy received notification of the intent for a shareholder to convert 100,000 shares of Series C Preferred Stock. The expected conversion date is November 6, 2020. As a result of the conversion, 6,531,677 shares of Common Stock will be issued, and the outstanding number of shares of Series C Preferred Stock will decrease to 625,000.
61

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

The following combined discussion and analysis should be read in combination with the Interim Condensed Financial Statements contained in this Form 10-Q and the Registrants’ combined 2019 Form 10-K. When discussing CenterPoint Energy’s consolidated financial information, it includes the results of Houston Electric and CERC, which, along with CenterPoint Energy, are collectively referred to as the Registrants. Where appropriate, information relating to a specific Registrant has been segregated and labeled as such. In this Form 10-Q, the terms “our,” “we” and “us” are used as abbreviated references to CenterPoint Energy, Inc. together with its consolidated subsidiaries. No Registrant makes any representations as to the information related solely to CenterPoint Energy or the subsidiaries of CenterPoint Energy other than itself.

RECENT EVENTS

COVID-19 Impacts. On March 11, 2020, the World Health Organization declared the current COVID-19 outbreak to be a global pandemic, and on March 13, 2020, the United States declared a national emergency. In response to these declarations and the rapid spread of COVID-19, federal, state and local governments have imposed varying degrees of restrictions on business and social activities to contain COVID-19, including business shutdowns and closures, travel restrictions, quarantines, curfews, shelter in place and “stay-at-home” orders in our service territories. State and local authorities have also implemented multi-step policies with the goal of re-opening various sectors of the economy such as retail establishments, health and personal care businesses, and restaurants, among others. Governing authorities continue to reassess re-opening approaches and decisions for their respective jurisdictions given the number of COVID-19 cases and hospitalizations. The COVID-19 outbreak may significantly worsen in the United States during the upcoming winter months, which may cause federal, state and local governments to reconsider restrictions on business and social activities. In the event governments increase restrictions, the re-opening of the economy may be further curtailed.

We have experienced some resulting disruptions to our business operations, as these restrictions significantly impacted, and may continue to impact, many sectors of the economy with various businesses curtailing or ceasing normal operations. For example, since mid-March, we have had to restrict access to certain office locations around the United States. However, as of the date of this Form 10-Q, we have increased the permitted occupancy of certain of our offices and facilities. The rest of our office-based personnel continue to be productive through alternate work arrangements, leveraging a strong technology platform to support our employees working remotely to perform their duties or directly from their vehicles to serve our customers. Where we must maintain a presence in the field, we have adjusted our operational protocols to minimize exposure and risk to our field personnel, customers and the communities we serve, including, among other things, modifying our work schedules and reporting locations, delaying certain work types, such as maintenance and capital projects, and adjusting project scope and scale to adhere to safety protocols, while continuing to maintain the work activities necessary for safe and reliable service to our customers with increased safety precautions. While certain of our personnel have been, and may continue to be, quarantined, our operations and corporate functions have not been adversely affected to date.

Certain of our NGD service territories were impacted by Hurricane Laura in August 2020 and Hurricanes Delta and Zeta in October 2020. While our NGD field personnel assessed and stabilized our impacted NGD facilities, our electric operations mutual assistance crews from Texas and Indiana worked safely to support the storm restoration efforts of other impacted utilities. Despite COVID-19 conditions, neither our personnel nor our facilities experienced significant performance or operational impacts from Hurricanes Laura, Delta and Zeta.

Our first priority in our response to this crisis has been the health and safety of our employees, our customers and other business counterparties. Because we provide a critical service to our customers, it is paramount that we keep our employees who operate our business safe and informed, and we have taken and are updating precautions for that purpose. We have implemented preventative measures and developed corporate and regional response plans to minimize unnecessary risk of exposure and prevent infection, while supporting our customers’ operations under the circumstances. When an employee tests positive for COVID-19, we investigate appropriately and take action to identify and notify potentially exposed individuals, coordinate testing and clean work locations, among other precautionary measures. If our employees feel sick or are awaiting COVID-19 test results, they do not report to their respective work locations to protect the health and safety of other employees. In addition, we have assessed and updated our existing business continuity plans for each of our business units in the context of this pandemic. We have a corporate response planning team who assesses risks to the business, including for health, safety and environmental matters and personnel issues, and addresses various impacts of the situation, as they have been developing. We also have modified certain business practices (including those related to employee travel, employee work locations and participation in meetings, events and conferences) to conform to government restrictions and best practices encouraged by the Centers for Disease Control and Prevention, the World Health Organization and other governmental and regulatory authorities. We are continuing to address concerns to protect the health and safety of our employees and those of our customers and other business counterparties, and this includes changes to comply with health-related guidelines as they are modified and
62

Table of Contents
supplemented. We are continuing to work with our suppliers to understand the potential impacts to our supply chain, including identifying any negative impacts to material supplies, working to mitigate them and pre-planning for longer-term emergency response protocols. Since March 2020, we have not experienced significant disruptions or challenges with respect to our supply chain from the COVID-19 pandemic as a result of the aforementioned efforts with our core vendors and suppliers. This is a continuously evolving situation and could lead to further disruption of economic activity in our markets; we will continue to monitor developments affecting our workforce, our customers and our suppliers and take additional precautions as we believe are warranted.

An extended slowdown of economic growth, decreased demand for commodities and/or material changes in governmental or regulatory policy in the United States has resulted in, and could continue to result in, lower growth, including customer growth, and reduced demand for and usage of electricity and natural gas in our service territories as customer facilities continue to close or remain closed. While residential electric usage has increased as individuals continue to stay at home or work remotely, our business has experienced reduced demand and usage among our electric and natural gas commercial and industrial customers as well as a decrease in revenues from disconnections and reconnections due to the disconnect moratoriums across our service territories due to COVID-19, which have now expired or will expire in the fourth quarter of 2020 in certain of the Registrants’ service territories. Certain aspects of Houston Electric’s rate design could mitigate the negative impact of reduced demand among commercial and industrial users. The ability of our customers, contractors and suppliers to meet their obligations to us, including payment obligations, has also been negatively impacted under the current economic conditions. For Houston Electric, we are following PUCT orders regarding disconnection practices related to those customers impacted by COVID-19. Benefits under the COVID-19 ERP ended on September 30, 2020. Houston Electric has not experienced significant impacts with respect to its customers meeting their payment obligations since March 2020. In our NGD service territories and for Indiana Electric, we informed customers that disconnections for non-payment had been temporarily suspended and in certain service territories continue to be temporarily suspended. However, the disconnect moratoriums have now either expired or will expire during the fourth quarter of 2020 in certain of the Registrants’ service territories. As a result of the disconnect moratoriums across our NGD service territories and other payment deferrals or arrangements, days outstanding on receivables and uncollectible accounts have increased, resulting in an increase to allowance for doubtful accounts. To the extent these conditions in our service territories persist, our bad debt expense from uncollectible accounts could continue to increase, negatively impacting our financial condition, results of operations and cash flows. Our NGD service territories and Indiana Electric have either (1) received authority from their public utility commissions to defer bad debt expense associated with COVID-19 as a regulatory asset or (2) exercised existing authority to recover bad debt expense through an existing tracking mechanism. Additionally, while we have not experienced delays to date due to COVID-19 with respect to our regulatory proceedings, we could experience significant delays in scheduling proceedings or hearings and in obtaining orders from regulatory agencies. Any such delays could adversely affect our future results of operations.

Due to macroeconomic conditions and the decline in our Common Stock price, we identified a triggering event to perform an interim goodwill impairment test as of March 31, 2020 and recognized a non-cash goodwill impairment charge of $185 million in our Indiana Electric Integrated reporting unit for the three months ended March 31, 2020. For further discussion of this impairment, see Note 10 to the Interim Condensed Financial Statements. CenterPoint Energy and CERC did not identify triggering events in the three months ended June 30, 2020, and goodwill impairment tests were not required or performed as of June 30, 2020. CenterPoint Energy and CERC performed their annual goodwill impairment tests in the third quarter of 2020 and determined that no goodwill impairment charge was required for any reporting unit as a result of those tests.

As of the date of this Form 10-Q, our efforts to respond to the challenges presented by the conditions described above and minimize the impacts to our business have been successful. Our electric facilities and natural gas distribution systems have remained operational and our customers have continued to receive service. Although we continue to assess the COVID-19 situation, we cannot estimate with any degree of certainty the full financial impact of the COVID-19 pandemic on our business. Nor can we predict the effect that the significant disruption and volatility currently being experienced in the markets will have on our business, cash flows, liquidity, financial condition and results of operations at this time. However, we expect the COVID-19 pandemic to adversely impact us in future quarters due to the considerable uncertainty regarding the extent to which COVID-19 will continue to spread and the extent and duration of governmental and other measures implemented to try to slow the spread of COVID-19, such as large-scale travel bans and restrictions, border closures, quarantines, shelter-in-place orders and business and government shutdowns. Restrictions of this nature have caused, and may continue to cause, us, our suppliers and other business counterparties to experience operational delays, closures or disruptions, among other things. The ultimate impacts to our business, financial condition, results of operations, liquidity and cash flows will depend on future developments and evolving factors, including, among others, the ultimate duration, scope and spread of COVID-19, the consequences of governmental and other measures designed to prevent the spread of COVID-19, the development of effective treatments, actions taken by governmental authorities, customers, suppliers and other third parties, workforce availability and the timing and extent to which normal economic and operating conditions resume. For additional discussion regarding risks associated with the COVID-19 pandemic, see “Risk Factors” in Item 1A of Part II of this Form 10-Q.

63

Table of Contents
Enable Quarterly Distributions. The price of, and global demand for, natural gas, NGLs and crude oil have declined significantly in part as a result of the ongoing spread and economic effects of the COVID-19 pandemic and the significant governmental measures being implemented to control the spread of COVID-19 and have remained depressed relative to pre-pandemic levels. Further, financial market declines and volatility, together with deteriorating credit, liquidity concerns, decreasing production, and increasing inventories, are conditions that are associated with a general economic downturn. Producers have announced and begun to implement plans to reduce production and decrease the drilling and completion of wells in response to these conditions, which include reductions in the exploration, development and production activity across Enable’s areas of operation. As a result, the effects of the COVID-19 pandemic and the decline in demand and price for natural gas, NGLs and crude oil have and may continue to negatively impact the demand for midstream services. In response to the impacts of these developments on its business, on April 1, 2020, Enable announced a reduction in its quarterly distributions per common unit from $0.3305 distributed for the fourth quarter 2019 to $0.16525, representing a 50% reduction. To the extent such economic conditions persist or further deteriorate, quarterly distributions on Enable’s common units may be subject to further reductions. For further information, see “—Liquidity and Capital Resources—Future Sources and Uses of Cash” below.

CenterPoint Energy Financial Measures. On April 1, 2020, in response to the current business environment and to strengthen its financial position and adjust for the reduction in cash flow related to the reduction in Enable quarterly common unit distributions, CenterPoint Energy announced targeted reductions in (i) its quarterly common stock dividend to $0.1500 per share; (ii) 2020 operation and maintenance expenses, excluding certain merger costs, utility costs to achieve savings, severance and amounts with revenue offsets; and (iii) 2020 capital spending. For further information, see “—Liquidity and Capital Resources—Future Sources and Uses of Cash” below.

Enable Investment Impairment. CenterPoint Energy recognized a loss of $1,499 million on its investment in Enable for the nine months ended September 30, 2020. This loss included an impairment charge on its investment in Enable of $1,541 million and CenterPoint Energy’s interest in Enable’s $225 million impairment on an equity method investment. For further discussion, see Note 9 to the Interim Condensed Financial Statements.

CenterPoint Energy Leadership Transition. On June 30, 2020, the Board of Directors appointed David J. Lesar to the position of President and Chief Executive Officer, effective July 1, 2020. On September 15, 2020, Jason P. Wells was appointed to the position of Executive Vice President and Chief Financial Officer, effective September 28, 2020.

Business Review and Evaluation Committee. On May 6, 2020, the Board of Directors established a Business Review and Evaluation Committee, which was designed to assist the Board of Directors in evaluating and optimizing the various businesses, assets and ownership interests currently held by CenterPoint Energy. In October 2020, the Business Review and Evaluation Committee completed its review and has made final recommendations to the full Board of Directors for its consideration.

Business Divestitures. On February 3, 2020, CenterPoint Energy, through its subsidiary VUSI, entered into the Securities Purchase Agreement to sell the Infrastructure Services Disposal Group. The transaction closed on April 9, 2020. On February 24, 2020, CenterPoint Energy, through its subsidiary CERC Corp., entered into the Equity Purchase Agreement to sell the Energy Services Disposal Group. The transaction closed on June 1, 2020. For further information, see Note 3 to the Interim Condensed Financial Statements.

Regulatory Proceedings. On April 5, 2019, and subsequently adjusted in errata filings in May and June 2019, Houston Electric filed its base rate application with the PUCT and the cities in its service area to change its rates. A settlement was reached and a final order from the PUCT was received on March 9, 2020. New rates were implemented on April 23, 2020. For details related to our pending and completed regulatory proceedings and orders related to the TCJA to date in 2020, see “—Liquidity and Capital Resources —Regulatory Matters” below.

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

Debt Transactions. In June 2020, Houston Electric issued $300 million aggregate principal amount of general mortgage bonds. In September 2020, SIGECO completed the remarketing of two series of tax-exempt debt of approximately $38 million aggregate principal amount. In September 2020, VCC terminated its $200 million credit agreement. In September 2020, CERC Corp. provided notice of redemption relating to $593 million aggregate principal amount of its senior notes, which were redeemed in full in October 2020. In October 2020, CERC Corp. issued $500 million aggregate principal amount of senior notes. For more information, see Note 12 to the Interim Condensed Financial Statements.

64

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 2019 Form 10-K and in Item 1A of Part II of this Form 10-Q.

Income (loss) available to common shareholders for the three and nine months ended September 30, 2020 and 2019 was as follows:
Three Months Ended September 30,Nine Months Ended September 30,
20202019Increase (Decrease)20202019Increase (Decrease)
(in millions)
Houston Electric T&D$157 $185 $(28)$281 $315 $(34)
Indiana Electric Integrated31 34 (3)(121)41 (1)(162)
Natural Gas Distribution(1)242 149 (2)93 
Total Utility Operations193 225 (32)402 505 (103)
Midstream Investments (3)
(62)50 (112)(1,165)124 (1,289)
Corporate & Other (4)
(56)(53)(3)(155)(172)17 
Discontinued Operations (6)19 (25)(182)89 (271)
  Total CenterPoint Energy$69 $241 (172)$(1,100)$546 (1,646)

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

(2)Includes only February 1, 2019 through September 30, 2019 results of acquired natural gas businesses only due to the Merger.

(3)For a discussion of earnings from CenterPoint Energy’s equity investment in Enable, see Note 9 to the Interim Condensed Financial Statements.

(4)Includes energy performance contracting and sustainable infrastructure services through ESG, unallocated corporate costs, interest income and interest expense, intercompany eliminations and the reduction of income allocated to preferred shareholders.

Three months ended September 30, 2020 compared to three months ended September 30, 2019

Income available to common shareholders decreased $172 million primarily due to:

our share of Enable’s impairment of an equity method investment and decreased earnings at Enable further discussed in Note 9 to the Interim Condensed Financial Statements; and

impacts related to COVID-19; and

increased preferred stock dividend requirements.

These impacts were offset by the following:

rate relief; and

continued customer growth.

Nine months ended September 30, 2020 compared to nine months ended September 30, 2019

Income available to common shareholders decreased $1,646 million primarily due to:

the impairment of our investment in Enable, our share of Enable’s impairment of an equity method investment and decreased earnings at Enable further discussed in Note 9 to the Interim Condensed Financial Statements;

65

Table of Contents
the impairment of Indiana Electric Integrated further discussed in Note 10 to the Interim Condensed Financial Statements;

loss and impairments on held for sale of the Infrastructure Services and Energy Services Disposal Groups;

impacts related to COVID-19; and

increased preferred stock dividend requirements.

These impacts were offset by the following:

rate relief;

continued customer growth;

operation and maintenance expense discipline; and

the impact of nine months in 2020 versus eight months in 2019 for acquired businesses.

Discontinued Operations. On February 3, 2020, CenterPoint Energy, through its subsidiary VUSI, entered into the Securities Purchase Agreement to sell the Infrastructure Services Disposal Group. Accordingly, the previously reported Infrastructure Services reportable segment has been eliminated. The transaction closed on April 9, 2020. For further information, see Note 3 to the Interim Condensed Financial Statements.

Additionally, on February 24, 2020, CenterPoint Energy, through its subsidiary CERC Corp., entered into the Equity Purchase Agreement to sell the Energy Services Disposal Group. Accordingly, the previously reported Energy Services reportable segment has been eliminated. The transaction closed on June 1, 2020. For further information, see Note 3 to the Interim Condensed Financial Statements.

Income Tax Expense. For a discussion of effective tax rate per period, see Note 13 to the Interim Condensed Financial Statements.

CENTERPOINT ENERGY’S RESULTS OF OPERATIONS BY REPORTABLE SEGMENT

As of January 1, 2020, each Registrant’s CODM views net income as the measure of profit or loss for the reportable segments rather than the previous measure of operating income. Segment results include inter segment interest income and expense, which may result in inter segment profit and loss. Certain prior year amounts have been reclassified to conform to the current year presentation.

Following the divestiture of the Infrastructure Services and Energy Services Disposal Groups, which accounted for a substantial portion of CenterPoint Energy’s non-utility activities, CenterPoint Energy is now focused on its utility operations conducted through three reportable segments, Houston Electric T&D, Indiana Electric Integrated and Natural Gas Distribution, which are collectively referred to herein as Utility Operations. The following discussion of results of operations by reportable segment concentrates on CenterPoint Energy’s Utility Operations.


66

Table of Contents
Houston Electric T&D (CenterPoint Energy)

For information regarding factors that may affect the future results of operations of the Houston Electric T&D reportable segment, please read “Risk Factors — Risk Factors Associated with Our Consolidated Financial Condition,” “— Risk Factors Affecting Electric Generation, Transmission and Distribution Businesses” and “— Other Risk Factors Affecting Our Businesses or CenterPoint Energy’s Interests in Enable Midstream Partners, LP” in Item 1A of Part I of the Registrants’ combined 2019 Form 10-K and in Item 1A of Part II of this Form 10-Q.

The following table provides summary data of the Houston Electric T&D reportable segment:

Three Months Ended September 30,Nine Months Ended September 30,
20202019Increase (Decrease)20202019Increase (Decrease)
(in millions, except operating statistics)
Revenues$828 $859 $(31)$2,186 $2,313 $(127)
Expenses:
Operation and maintenance381 359 22 1,104 1,086 18 
Depreciation and amortization151 168 (17)420 519 (99)
Taxes other than income taxes64 63 192 186 
Total expenses596 590 1,716 1,791 (75)
Operating Income232 269 (37)470 522 (52)
Other Income (Expense)
Interest expense and other finance charges(50)(50)— (149)(154)(5)
Interest income(8)22 (19)
Other income (expense), net— (2)(5)
Income from Continuing Operations Before Income Taxes183 226 (43)328 385 (57)
Income tax expense26 41 (15)47 70 (23)
Net Income (1)
$157 $185 (28)$281 $315 (34)
Throughput (in GWh):
Residential11,23711,224— %25,02824,392%
Total28,03128,379(1)%71,29371,417— %
Weather (percentage of 10-year average for service area):
Cooling degree days106 %110 %(4)%109 %106 %%
Heating degree days— %— %— %68 %93 %(25)%
Number of metered customers at end of period:
Residential2,291,0382,232,740%2,291,0382,232,740%
Total2,586,0932,523,450%2,586,0932,523,450%

(1)Net income for CenterPoint Energy’s Houston Electric T&D reportable segment differs from net income for Houston Electric due to weather hedge gains (losses) recorded at CenterPoint Energy that are not recorded at Houston Electric. Utility revenues in CenterPoint Energy’s Condensed Statements of Consolidated Income included weather hedge gains (losses) of $-0- and $4 million for the three and nine months ended September 30, 2020, respectively, and $-0- and $3 million for the three and nine months ended September 30, 2019, respectively, for CenterPoint Energy’s Houston Electric T&D reportable segment. See Note 7(a) to the Interim Condensed Financial Statements for more information on weather hedges.


67

Table of Contents
The following table provides variance explanations by major income statement caption for the Houston Electric T&D reportable segment:
Increase (Decrease)
Three Months Ended September 30, 2020 vs 2019Nine Months Ended September 30, 2020 vs 2019
(in millions)
Revenues
Customer rates and impact of the change in rate design$(119)$(205)
Impacts of COVID-19(15)(32)
Weather impacts and other usage
Impacts from increased peak demand in 2019, collected in rates in 202011 
Transmission Revenues, including TCOS and TCRF and impact of the change in rate design, inclusive of costs billed by transmission providers126 230 
Refund of protected and unprotected EDIT, offset in income tax expense(14)(22)
Equity return, related to the annual true-up of transition charges for amounts over or under collected in prior periods(4)(14)
Customer growth11 27 
Miscellaneous revenues, primarily related to service connections
AMS, offset in depreciation and amortization below— (2)
Bond Companies(25)(126)
Energy efficiency, offset in operation and maintenance— (1)
Total$(31)$(127)
Operation and maintenance
Transmission costs billed by transmission providers, offset in revenues$15 $41 
Labor and benefits, primarily due to timing of short-term incentive compensation(2)
Contract services(4)(10)
Support services
All other operation and maintenance expense, including materials and supplies and insurance(4)(6)
Merger severance costs(3)
Bond Companies— (2)
Energy efficiency, offset in revenues— (1)
Total$22 $18 
Depreciation and amortization
Ongoing additions to plant-in-service$$21 
AMS, offset by revenues— (2)
Bond Companies(24)(118)
Total$(17)$(99)
Taxes other than income taxes
Incremental capital projects placed in service$$
Franchise fees and other taxes— 
Total$$
Interest expense and other finance charges
Debt to fund incremental capital projects$$
Bond Companies(2)(10)
Total$— $(5)
Interest income
Investments in CenterPoint Energy Money Pool$(7)$(16)
Bond Companies(1)(3)
Total$(8)$(19)
Other income (expense), net
Reduction to non-service benefit cost$$
Total$$

Income Tax Expense. For a discussion of effective tax rate per period by Registrant, see Note 13 to the Interim Condensed Financial Statements.
68

Table of Contents
Indiana Electric Integrated (CenterPoint Energy)

For information regarding factors that may affect the future results of operations of the Indiana Electric Integrated reportable segment, please read “Risk Factors — Risk Factors Associated with Our Consolidated Financial Condition,” “— Risk Factors Affecting Electric Generation, Transmission and Distribution Businesses” and “— Other Risk Factors Affecting Our Businesses or CenterPoint Energy’s Interests in Enable Midstream Partners, LP” in Item 1A of Part I of the Registrants’ combined 2019 Form 10-K and in Item 1A of Part II of this Form 10-Q.

The following table provides summary data of CenterPoint Energy’s Indiana Electric Integrated reportable segment:

Three Months Ended September 30,Nine Months Ended September 30,
20202019Increase (Decrease)2020
2019 (1)
Increase (Decrease)
(in millions, except operating statistics)
Revenues$157 $165 $(8)$414 $388 $26 
Utility natural gas, fuel and purchased power41 46 (5)108 112 (4)
Revenues less Utility natural gas, fuel and purchased power116 119 (3)306 276 30 
Expenses:
Operation and maintenance46 42 128 136 (8)
Depreciation and amortization26 25 77 66 11 
Taxes other than income taxes— 12 10 
Goodwill impairment— — — 185 — 185 
Total expenses76 71 402 212 190 
Operating Income40 48 (8)(96)64 (160)
Other Income (Expense)
Interest expense and other finance charges(5)(6)(1)(16)(16)— 
Other income, net
Income (Loss) from Continuing Operations Before Income Taxes38 43 (5)(106)51 (157)
Income tax expense(2)15 10 
Net Income (Loss)$31 $34 (3)$(121)$41 (162)
Throughput (in GWh):
Residential438457(4)%1,08597811 %
Total1,4211,555(9)%3,6303,568%
Weather (percentage of 10-year average for service area):
Cooling degree days104 %113 %(9)%104 %114 %(10)%
Heating degree days99 %99 %— %93 %95 %(2)%
Number of metered customers at end of period:
Residential129,817128,381%129,817128,381%
Total148,925147,337%148,925147,337%

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

















69

Table of Contents
The following table provides variance explanations by major income statement caption for the Indiana Electric Integrated reportable segment:
Increase (Decrease)
Three Months Ended September 30, 2020 vs 2019Nine Months Ended September 30, 2020 vs 2019
(in millions)
Revenues less Utility natural gas, fuel and purchased power
Impacts of COVID-19$(4)$(10)
Weather impacts and other usage(2)(3)
Electric infrastructure revenue, primarily from TDSIC
Nine months in 2020 versus eight months in 2019— 34 
Total$(3)$30 
Operation and maintenance
Generation plant, primarily from increased plant outages in 2019$$(8)
Transmission and distribution electric operations and infrastructure
Support services
Merger-related severance and incentive compensation costs in 2019(1)(19)
Nine months in 2020 versus eight months in 2019— 17 
Total$$(8)
Depreciation and amortization
Ongoing additions to plant-in-service$$
Nine months in 2020 versus eight months in 2019— 
Total$$11 
Taxes other than income taxes
Incremental capital projects placed in service$— $
Nine months in 2020 versus eight months in 2019— 
Total$— $
Goodwill impairment
See Note 10 for further information$— $185 
Total$— $185 
Interest expense and other finance charges
Debt refinancing at lower rates$(1)$— 
Total$(1)$— 
Other income (expense), net
AFUDC equity on capital projects$$
Total$$

Income Tax Expense. For a discussion of effective tax rate per period by Registrant, see Note 13 to the Interim Condensed Financial Statements.

70

Table of Contents
Natural Gas Distribution (CenterPoint Energy)

For information regarding factors that may affect the future results of operations of CenterPoint Energy’s Natural Gas Distribution reportable segment, please read “Risk Factors — Risk Factors Associated with Our Consolidated Financial Condition,” “— Risk Factors Affecting Natural Gas Distribution and Competitive Energy Services Businesses” and “— Other Risk Factors Affecting Our Businesses or CenterPoint Energy’s Interests in Enable Midstream Partners, LP” in Item 1A of Part I of the Registrants’ combined 2019 Form 10-K and in Item 1A of Part II of this Form 10-Q.

The following table provides summary data of CenterPoint Energy’s Natural Gas Distribution reportable segment:

Three Months Ended September 30,Nine Months Ended September 30,
20202019Increase (Decrease)2020
2019 (1)
Increase (Decrease)
(in millions, except operating statistics)
Revenues$560 $541 $19 $2,519 $2,629 $(110)
Cost of revenues (2)
131 136 (5)888 1,145 (257)
Revenues less Cost of revenues429 405 24 1,631 1,484 147 
Expenses:
Operation and maintenance239 226 13 738 780 (42)
Depreciation and amortization115 108 339 310 29 
Taxes other than income taxes52 43 175 149 26 
Total expenses406 377 29 1,252 1,239 13 
Operating Income23 28 (5)379 245 134 
Other Income (Expense)
Interest expense and other finance charges(29)(24)(90)(71)19 
Interest income(3)(1)
Other expense, net— (5)(2)(6)
Income (Loss) from Continuing Operations Before Income Taxes(4)(8)292 174 118 
Income tax expense (benefit)(9)(2)(7)50 25 25 
Net Income$$(1)$242 $149 93 
Throughput (in BCF):
Residential181613 %157160(2)%
Commercial and Industrial8488(5)%317326(3)%
Total102104(2)%474486(2)%
Weather (percentage of 10-year average for service area):
Heating degree days100 %18 %82 %90 %100 %(10)%
Number of metered customers at end of period:
Residential4,295,1694,194,232%4,295,1694,194,232%
Commercial and Industrial346,641344,858%346,641344,858%
Total4,641,8104,539,090%4,641,8104,539,090%

(1)Includes only February 1, 2019 through September 30, 2019 results of acquired natural gas businesses only due to the Merger.

(2)Includes Utility natural gas, fuel and purchased power and Non-utility cost of revenues, including natural gas.














71

Table of Contents
The following table provides variance explanations by major income statement caption for the Natural Gas Distribution reportable segment:
Increase (Decrease)
Three Months Ended September 30, 2020 vs 2019Nine Months Ended September 30, 2020 vs 2019
(in millions)
Revenues less Cost of revenues
Rate increases exclusive of the TCJA impact below$24 $92 
Impacts of COVID-19(4)(19)
Weather and usage, excluding impacts from COVID-19(3)(1)
Customer growth14 
Refund of protected and unprotected EDIT, offset in income tax expense(2)(1)
Nine months in 2020 versus eight months in 2019 in Indiana and Ohio jurisdictions— 65 
Non-volumetric and miscellaneous revenue, excluding impacts from COVID-19
Energy efficiency, offset in operation and maintenance below— 
Gross receipts tax, offset in taxes other than income taxes below(7)
Total$24 $147 
Operation and maintenance
Labor and benefits, primarily from lower headcount in 2019$13 $
Contracted services(8)(16)
Support services
Other operating and maintenance expense, including material and supplies and insurance(2)(6)
Nine months in 2020 versus eight months in 2019 in Indiana and Ohio jurisdictions— 14 
Energy efficiency, offset in revenues less cost of revenues above— 
Merger severance costs(45)
Total$13 $(42)
Depreciation and amortization
Incremental capital projects placed in service$$18 
Nine months in 2020 versus eight months in 2019 in Indiana and Ohio jurisdictions— 11 
Total$$29 
Taxes other than income taxes
Gross receipts tax, offset in revenues less cost of revenues above$$(7)
Nine months in 2020 versus eight months in 2019 in Indiana and Ohio jurisdictions— 
Incremental capital projects placed in service27 
Total$$26 
Interest expense and other finance charges
Debt to fund incremental capital projects$$16 
Nine months in 2020 versus eight months in 2019 in Indiana and Ohio jurisdictions— 
Total$$19 
Interest income
Money pool investments with CenterPoint Energy$(3)$(1)
Total$(3)$(1)
Other income (expense), net
Reduction to non-service benefit cost$$
Total$$

Income Tax Expense. For a discussion of effective tax rate per period by Registrant, see Note 13 to the Interim Condensed Financial Statements.


72

Table of Contents
HOUSTON ELECTRIC’S MANAGEMENT’S NARRATIVE ANALYSIS
OF CONSOLIDATED RESULTS OF OPERATIONS

Houston Electric’s results of operations are affected by seasonal fluctuations in the demand for electricity. Houston Electric’s results of operations are also affected by, among other things, the actions of various governmental authorities having jurisdiction over rates Houston Electric charges, debt service costs, income tax expense, Houston Electric’s ability to collect receivables from REPs and Houston Electric’s ability to recover its regulatory assets. For more information regarding factors that may affect the future results of operations of Houston Electric’s business, please read “Risk Factors — Risk Factors Associated with Our Consolidated Financial Condition,” “— Risk Factors Affecting Electric Generation, Transmission and Distribution Businesses” and “— Other Risk Factors Affecting Our Businesses or CenterPoint Energy’s Interests in Enable Midstream Partners, LP” in Item 1A of Part I of the Registrants’ combined 2019 Form 10-K and in Item 1A of Part II of this Form 10-Q.

Three Months Ended September 30,Nine Months Ended September 30,
20202019Increase (Decrease)20202019Increase (Decrease)
(in millions)
Net income (1)
$157 $185 $(28)$277 $312 $(35)

(1)Excludes weather hedge gains of $-0- and $4 million for the three and nine months ended September 30, 2020, respectively, and weather hedge gains of $-0- and $3 million for the three and nine months ended September 30, 2019, respectively, recorded in Utility revenues on CenterPoint Energy’s Condensed Statements of Consolidated Income. See Note 7(a) to the Interim Condensed Financial Statements for more information on the weather hedge.

Three months ended September 30, 2020 compared to three months ended September 30, 2019

Net income decreased $28 million primarily due to:

changes in rates and rate design;

impacts related to COVID-19;

depreciation and property taxes related to ongoing additions to plant-in service; and

reduced interest income from investments in the CenterPoint Energy money pool.

These impacts were offset by continued customer growth.

Nine months ended September 30, 2020 compared to nine months ended September 30, 2019

Net income decreased $35 million primarily due to:

changes in rates and rate design;

lower equity return;

impacts related to COVID-19;

depreciation and property taxes related to ongoing additions to plant-in service; and

reduced interest income from investments in the CenterPoint Energy money pool.

These impacts were offset by the following:

continued customer growth; and

operation and maintenance expense discipline.

73


Income Tax Expense. For a discussion of effective tax rate per period, see Note 13 to the Interim Condensed Financial Statements.

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

CERC’s results of operations are affected by seasonal fluctuations in the demand for natural gas. CERC’s results of operations are also affected by, among other things, the actions of various federal, state and local governmental authorities having jurisdiction over rates CERC charges, debt service costs, income tax expense, CERC’s ability to collect receivables from customers and CERC’s ability to recover its regulatory assets. For more information regarding factors that may affect the future results of operations for CERC’s business, please read “Risk Factors — Risk Factors Associated with Our Consolidated Financial Condition,” “— Risk Factors Affecting Natural Gas Distribution and Competitive Energy Services Businesses” and “— Other Risk Factors Affecting Our Businesses or CenterPoint Energy’s Interests in Enable Midstream Partners, LP” in Item 1A of Part I of the Registrants’ combined 2019 Form 10-K and in Item 1A of Part II of this Form 10-Q.

Net income (loss) for the three and nine months ended September 30, 2020 and 2019 was as follows:

Three Months Ended September 30,Nine Months Ended September 30,
20202019Increase (Decrease)20202019Increase (Decrease)
(in millions, except per share amounts)
Natural Gas Distribution$$$(4)$155 $134 $21 
Corporate & Other (1)
(7)(15)(13)(32)19 
Discontinued Operations (1)(66)57 (123)
  Total CERC$(4)$(7)$$76 $159 $(83)

(1)Includes unallocated corporate costs, interest income, interest expense and intercompany eliminations.

Three months ended September 30, 2020 compared to three months ended September 30, 2019

Net income increased $3 million primarily due to:

rate relief; and

continued customer growth.

These impacts were offset by the following:

impacts related to COVID-19;

labor and benefit costs associated with higher headcount; and

costs associated with incremental capital projects placed in service.

Nine months ended September 30, 2020 compared to nine months ended September 30, 2019

Net income decreased $83 million primarily due to:

impacts related to COVID-19;

costs associated with incremental capital projects placed in service; and

impairment of the Energy Services Disposal Group.

These impacts were offset by the following:

rate relief;

continued customer growth; and

74

Table of Contents
operation and maintenance expense discipline.

Discontinued Operations. On February 24, 2020, CenterPoint Energy, through its subsidiary CERC Corp., entered into the Equity Purchase Agreement to sell the Energy Services Disposal Group. Accordingly, the previously reported Energy Services reportable segment has been eliminated. The transaction closed on June 1, 2020. For further information, see Note 3 to the Interim Condensed Financial Statements.

Income Tax Expense. For a discussion of effective tax rate per period, see Note 13 to the Interim Condensed Financial Statements.

CERC’S RESULTS OF OPERATIONS BY REPORTABLE SEGMENT

Natural Gas Distribution (CERC)

For information regarding factors that may affect the future results of operations of CERC’s Natural Gas Distribution reportable segment, please read “Risk Factors — Risk Factors Associated with Our Consolidated Financial Condition,” “— Risk Factors Affecting Natural Gas Distribution and Competitive Energy Services Businesses” and “— Other Risk Factors Affecting Our Businesses or CenterPoint Energy’s Interests in Enable Midstream Partners, LP” in Item 1A of Part I of the Registrants’ combined 2019 Form 10-K and in Item 1A of Part II of this Form 10-Q.

The following table provides summary data of CERC’s Natural Gas Distribution reportable segment:

Three Months Ended September 30,Nine Months Ended September 30,
20202019Increase (Decrease)20202019Increase (Decrease)
(in millions, except operating statistics)
Revenues$422 $415 $$1,910 $2,152 $(242)
Cost of revenues (1)
108 116 (8)730 1,007 (277)
Revenues less Cost of revenues314 299 15 1,180 1,145 35 
Expenses:
Operation and maintenance185 173 12 568 592 (24)
Depreciation and amortization78 72 226 218 
Taxes other than income taxes39 34 133 120 13 
Total expenses302 279 23 927 930 (3)
Operating Income12 20 (8)253 215 38 
Other Income (Expense)
Interest expense and other finance charges(21)(16)(62)(54)
Interest income(1)(1)
Other income (expense), net(1)(3)(5)(8)
Income from Continuing Operations Before Income Taxes(9)(12)190 158 32 
Income tax expense(10)(2)(8)35 24 11 
Net Income$$(4)$155 $134 21 
Throughput (in BCF):
Residential141217 %110125(12)%
Commercial and Industrial4853(9)%189214(12)%
Total6265(5)%299339(12)%
Weather (percentage of 10-year average for service area):
Heating degree days100 %18 %82 %90 %100 %(10)%
Number of metered customers at end of period:
Residential3,329,0323,250,810%3,329,0323,250,810%
Commercial and Industrial258,660257,655— %258,660257,655— %
Total3,587,6923,508,465%3,587,6923,508,465%

(1)Includes Utility natural gas and Non-utility cost of revenues, including natural gas.


75

Table of Contents
The following table provides variance explanations by major income statement caption for CERC’s Natural Gas Distribution reportable segment:
Increase (Decrease)
Three Months Ended September 30, 2020 vs 2019Nine Months Ended September 30, 2020 vs 2019
(in millions)
Revenues less Cost of revenues
Rate increases exclusive of the TCJA impact below$14 $52 
Impacts of COVID-19(3)(15)
Weather and usage, excluding impacts from COVID-19(3)(2)
Refund of protected and unprotected EDIT, offset in income tax expense(2)— 
Customer growth
Non-volumetric and miscellaneous revenue, excluding impacts from COVID-19
Energy efficiency, offset in operation and maintenance below(8)
Gross receipts tax, offset in taxes other than income taxes below(4)
Total$15 $35 
Operation and maintenance
Labor and benefits, primarily from lower headcount in 2019$13 $
Contracted services(7)(17)
Support services
Other operating and maintenance expense, including material and supplies and insurance— (4)
Energy efficiency, offset in revenues less cost of revenues above(8)
Merger severance costs— (3)
Total$12 $(24)
Depreciation and amortization
Incremental capital projects placed in service$$
Total$$
Taxes other than income taxes
Gross receipts tax, offset in revenues less cost of revenues above$$(4)
Incremental capital projects placed in service17 
Total$$13 
Interest expense and other finance charges
Debt to fund incremental capital projects$$
Total$$
Interest income
Money pool investments with CenterPoint Energy$(1)$(1)
Total$(1)$(1)
Other income (expense), net
Reduction to non-service benefit cost$$
Total$$
Income tax savings (expense)
Incremental taxable income(11)
Total increase (decrease)(11)
Total increase (decrease)#REF!#REF!
Income tax expense:
Taxable income
Total decrease

Income Tax Expense. For a discussion of effective tax rate per period, see Note 13 to the Interim Condensed Financial Statements.

CERTAIN FACTORS AFFECTING FUTURE EARNINGS

For information on other developments, factors and trends that may have an impact on the Registrants’ future earnings, please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Certain Factors
76

Table of Contents
Affecting Future Earnings” in Item 7 of Part II and “Risk Factors” in Item 1A of Part I of the Registrants’ combined 2019 Form 10-K, in Item 1A of Part II of this Form 10-Q and “Cautionary Statement Regarding Forward-Looking Information” in this Form 10-Q.

LIQUIDITY AND CAPITAL RESOURCES

Historical Cash Flows

The following table summarizes the net cash provided by (used in) operating, investing and financing activities:
 Nine Months Ended September 30,
 20202019
CenterPoint EnergyHouston ElectricCERCCenterPoint EnergyHouston ElectricCERC
(in millions)
Cash provided by (used in):
Operating activities$1,439 $552 $646 $1,086 $595 $513 
Investing activities(683)(283)(339)(7,775)(1,504)(515)
Financing activities(819)(316)(307)2,708 786 (21)

Operating Activities. The following items contributed to increased (decreased) net cash provided by operating activities for the nine months ended September 30, 2020 compared to the same period of 2019:
CenterPoint EnergyHouston
Electric
CERC
(in millions)
Changes in net income after adjusting for non-cash items$(1,804)$(131)$(2)
Changes in working capital569 84 126 
Change in equity in earnings of unconsolidated affiliates1,712 — — 
Change in distributions from unconsolidated affiliates (1)
(117)— — 
Lower pension contribution10 — — 
Other(17)
$353 $(43)$133 

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

Investing Activities. The following items contributed to (increased) decreased net cash used in investing activities for the nine months ended September 30, 2020 compared to the same period of 2019:
CenterPoint EnergyHouston
Electric
CERC
(in millions)
Mergers and acquisitions, net of cash acquired
$5,991 $— $— 
Capital expenditures(67)(6)(78)
Net change in notes receivable from affiliated companies— 1,228 (36)
Change in distributions from Enable in excess of cumulative earnings 46 — — 
Proceeds from divestitures1,136 — 286 
Other(14)(1)
$7,092 $1,221 $176 

77

Table of Contents
Financing Activities. The following items contributed to (increased) decreased net cash used in financing activities for the nine months ended September 30, 2020 compared to the same period of 2019:
CenterPoint EnergyHouston
Electric
CERC
(in millions)
Net changes in commercial paper outstanding$(2,641)$— $(70)
Increased proceeds from issuances of preferred stock723 — — 
Increased proceeds from issuances of common stock672 — — 
Net changes in long-term debt outstanding, excluding commercial paper(2,452)(167)— 
Net changes in debt issuance costs15 — 
Net changes in short-term borrowings37 31 
Decreased payment of Common Stock dividends124 — — 
Increased payment of preferred stock dividends(13)— — 
Net change in notes payable from affiliated companies— — 
Contribution from parent— (590)— 
Dividend to parent— (357)39 
Capital contribution to parent associated with the sale of CES— — (286)
Other — 
$(3,527)$(1,102)$(286)

Future Sources and Uses of Cash

The liquidity and capital requirements of the Registrants are affected primarily by results of operations, capital expenditures, debt service requirements, tax payments, working capital needs and various regulatory actions. Capital expenditures are expected to be used for investment in infrastructure. These capital expenditures are anticipated to maintain reliability and safety, increase resiliency and expand our systems through value-added projects. In addition to dividend payments on CenterPoint Energy’s Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Common Stock, and in addition to interest payments on debt, the Registrants’ principal anticipated cash requirements for the remaining three months of 2020 include the following:
CenterPoint EnergyHouston ElectricCERC
(in millions)
Estimated capital expenditures$515 $225 $53 
Scheduled principal payments on Securitization Bonds71 71 — 
Redemption of CERC Corp.’s 4.50% Senior Notes due 2021593 — 593 
ERCOT loan— 

The Registrants expect that anticipated cash needs for the remaining three months of 2020 will be met with borrowings under their credit facilities, bank loans, proceeds from the issuance of long-term debt, anticipated cash flows from operations, with respect to CenterPoint Energy and CERC, proceeds from commercial paper and, with respect to CenterPoint Energy, distributions from Enable. Discretionary financing or refinancing may result in the issuance of equity securities of CenterPoint Energy or debt securities of the Registrants in the capital markets or the arrangement of additional credit facilities or term bank loans. Issuances of equity or debt in the capital markets, funds raised in the commercial paper markets and additional credit facilities may not, however, be available on acceptable terms.

On April 1, 2020, Enable announced a reduction in its quarterly distributions per common unit from $0.3305 distributed for the fourth quarter 2019 to $0.16525, representing a 50% reduction. This reduction has resulted in, and is expected to result in, additional quarterly distributions to CenterPoint Energy that fall below CenterPoint Energy’s previously disclosed expected minimum quarterly distribution from Enable of $0.2875 per common unit. This reduction in Enable’s quarterly distributions per common unit is expected to reduce Enable common unit distributions to CenterPoint Energy by approximately $155 million per year assuming no further reductions. To the extent current economic conditions persist or further deteriorate with respect to declines in the price of, and global demand for, natural gas, NGLs and crude oil, quarterly distributions on Enable’s common units may be subject to further reductions.

78

Table of Contents
Additionally, on April 1, 2020, CenterPoint Energy provided a business update related to certain measures it expects to take in response to the current business environment to strengthen its financial position and to adjust for the reduction in cash flow related to the reduction in Enable quarterly common unit distributions discussed above. These measures have included, or are expected to include, reducing CenterPoint Energy’s (i) quarterly common stock dividend per share from $0.2900 to $0.1500; (ii) anticipated 2020 capital spending by approximately $300 million, with CenterPoint Energy continuing to target five-year total capital investment of approximately $13 billion as previously disclosed; and (iii) anticipated operation and maintenance expenses for 2020 by a target of approximately $40 million, excluding certain merger costs, utility costs to achieve savings, severance and amounts with revenue offsets.

The net proceeds of CenterPoint Energy’s sale of the Infrastructure Services Disposal Group were used to repay a portion of outstanding CenterPoint Energy debt, including $200 million of maturing Vectren term loans. The net proceeds of CenterPoint Energy’s sale of the Energy Services Disposal Group were used to repay a portion of outstanding CenterPoint Energy debt.

To the extent that access to the capital and other financial markets is adversely affected by the effects of COVID-19, the Registrants may need to consider alternative sources of funding for some of their operations and for working capital but expect any impacts on their liquidity to be temporary. Any alternative sources of funding may increase the cost of capital and result in higher interest expense. Although CenterPoint Energy customarily satisfies its near-term financing needs with proceeds from commercial paper, CenterPoint Energy utilized its revolving credit facilities in March and April 2020 as a source of funding because market disruptions caused by COVID-19 temporarily limited its access to the commercial paper markets. CenterPoint Energy repaid all outstanding revolving credit facility loans in April 2020 and has resumed normal utilization of commercial paper as such markets have since rebounded as of September 30, 2020. Since CenterPoint Energy’s repayment of its outstanding revolving credit facility loans, CenterPoint Energy has not utilized its revolving credit facilities as a source of liquidity. However, to the extent the capital and other financial markets are again disrupted, CenterPoint Energy may again rely on its revolving credit facilities. Furthermore, the uncertain economic conditions may also result in the inability of the Registrants’ customers and other counterparties to make payments to the Registrants, on a timely basis or at all. Although the Registrants have experienced an increase in days outstanding on receivables and uncollectible accounts during the three and nine months ended September 30, 2020, the Registrants do not expect the increase in days outstanding on receivables and uncollectible accounts to materially impact their liquidity at this time. In the event economic conditions further deteriorate and result in a greater number of customers and counterparties failing to make payments to the Registrants, their businesses, cash flows, liquidity, financial condition and results of operations would be adversely impacted. Under such circumstances, the Registrants would intend to rely on borrowings from the short-term capital markets or under their revolving credit facilities, if needed, to mitigate such effects until cash flows revert to their pre-COVID-19 levels.

Off-Balance Sheet Arrangements

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

Regulatory Matters

COVID-19 Regulatory Matters

Governors, public utility commissions and other authorities in the states in which we operate have issued a number of different orders related to the COVID-19 pandemic, including orders addressing customer non-payment and disconnection. While certain jurisdictions are subject to mandatory stay-at-home and similar orders, essential businesses and activities are exempted from these orders, including utility operations and maintenance. Accordingly, CenterPoint Energy’s crews continue to provide essential service by responding to calls, completing work orders and undertaking other critical work. To protect our customers and employees, we are implementing COVID-19 safety precautions. Although the disconnect moratoriums have either expired or will expire during the fourth quarter of 2020 in certain of the Registrants’ service territories, CenterPoint Energy continues to support those customers who may need payment assistance, arrangements or extensions. We will continue to monitor developments in this area and adjust our response as guidelines and circumstances may require. Additionally, while we have not experienced delays to date due to COVID-19 with respect to our regulatory proceedings, we could experience significant delays in scheduling proceedings or hearings and in obtaining orders from regulatory agencies.
On March 26, 2020, the PUCT issued two orders related to COVID-19 issues that affect Houston Electric. First, the PUCT issued an order related to Accrual of Regulatory Assets granting authority for utilities to record as a regulatory asset costs resulting from the effects of COVID-19. In the order, the PUCT noted that it will consider whether a utility’s request for recovery of the regulatory asset is reasonable and necessary in a future proceeding. Second, the PUCT issued an order related to
79

Table of Contents
COVID-19 ERP, as modified, which, in light of the disaster declarations issued by the Governor of Texas, authorized a customer assistance program for certain residential customers of electric service in areas of Texas open to customer choice, which includes Houston Electric’s service territory. The order includes several requirements for transmission and distribution utilities (including Houston Electric):
Transmission and distribution utilities must file a tariff rider to collect funds to reimburse costs related to unpaid bills from eligible residential customers unemployed due to the impacts of COVID-19. The rider is based on $0.33 per MW hour ($0.00033 per KW hour) to be applied to all customer classes. Houston Electric filed its updated tariff implementing the rider on March 31, 2020, which was approved by the PUCT on April 2, 2020.

Transmission and distribution utilities entered into no-interest loan agreements with ERCOT to provide for an initial fund balance for reimbursement. On April 13, 2020, in connection with the PUCT’s COVID-19 ERP, Houston Electric entered into a no-interest loan agreement with ERCOT pursuant to which ERCOT loaned Houston Electric approximately $5 million.

The fund administered by each transmission and distribution utility for the COVID-19 ERP can also receive donations and grants from governmental entities, corporations, and other entities. Any funds received from other sources shall be administered and treated in the same manner by the transmission and distribution utilities as the funds in the program from the rider.

Transmission and distribution utilities may petition the PUCT for changes to the COVID-19 ERP, including the level of the rider in the event that the funds collected are not sufficient to cover reimbursements.

REPs will identify eligible customers to the relevant transmission and distribution utilities, and the transmission and distribution utilities will cease charging REPs for associated delivery charges, except securitization related charges. REPs will cease submitting disconnection for non-payment orders to transmission and distribution utilities for eligible customers.

The funds collected through the rider will be used to reimburse the following entities and costs: REPs’ energy charges related to eligible residential customers with an unpaid, past due electric bill subject to a disconnection for non-payment notice (reimbursement amounts are based on an average energy cost of $0.04 per KW hour); transmission and distribution utilities’ delivery charges related to eligible residential customers with an unpaid, past due electric bill subject to a disconnection for non-payment notice; the third-party administrator to cover its reasonable costs of administering the COVID-19 ERP eligibility process; and ERCOT for the loan to the transmission and distribution utilities.

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

Transmission and distribution utilities will prepare reports and file them at the PUCT every 30 days showing aggregate amounts of reimbursements to the transmission and distribution utilities and REPs.
The PUCT issued an order on August 27, 2020 to conclude the COVID-19 ERP. The PUCT determined that enrollment in the COVID-19 ERP would end on August 31, 2020 and benefits under the program ended on September 30, 2020. Final claims for reimbursement must be submitted to transmission and distribution utilities by November 30, 2020. Final program reports must be submitted to the PUCT by January 15, 2021. The transmission and distribution utilities riders will remain in place and reimbursements will continue after the end of the COVID-19 ERP has ended to complete any remaining COVID-19 ERP cost recovery and disburse all reimbursement amounts or remaining balances.

Commissions in all of Indiana Electric’s and CenterPoint Energy’s and CERC’s NGD service territories have either (1) issued orders to record a regulatory asset for incremental bad debt expenses related to COVID-19, including costs associated with the suspension of disconnections and payment plans or (2) provided authority to recover bad debt expense through an existing tracking mechanism.

In some of the states in which the Registrants operate, public utility commissions have authorized utilities to employ deferred accounting authority for certain COVID-19 related costs which ensure the safety and health of customers, employees, and contractors, that would not have been incurred in the normal course of business. CERC’s NGD service territories in Minnesota and Arkansas will include any offsetting savings in the deferral. Other jurisdictions where the Registrants operate may require them to offset the deferral with savings as well.
80

Table of Contents

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

On April 5, 2019, and subsequently adjusted in errata filings in May and June 2019, Houston Electric filed its base rate application with the PUCT and the cities in its service area to change its rates, seeking approval for revenue increases of approximately $194 million, among other requests. On January 23, 2020, Houston Electric filed a Stipulation and Settlement Agreement with the PUCT that provides for the following, among other things:

an overall revenue requirement increase of approximately $13 million;

an ROE of 9.4%;

a capital structure of 57.5% debt/42.5% equity;

a refund of unprotected EDIT of $105 million plus carrying costs over approximately 30-36 months; and

recovery of all retail transmission related costs through the TCRF.

Also, Houston Electric is not required to make a one-time refund of capital recovery from its TCOS and DCRF mechanisms. Future TCOS filings will take into account both ADFIT and EDIT until the final order from Houston Electric’s next base rate proceeding. No rate base items are required to be written off; however, approximately $12 million in rate case expenses were written off in 2019. A base rate application must be filed for Houston Electric no later than four years from the date of the PUCT’s final order in the proceeding. Additionally, Houston Electric will not file a DCRF in 2020, nor will a subsequent separate proceeding with the PUCT be instituted regarding EDIT on Houston Electric’s securitized assets. Furthermore, under the terms of the Stipulation and Settlement Agreement, Houston Electric agreed to adopt certain ring-fencing measures to increase its financial separateness from CenterPoint Energy but left the determination of whether to impose a dividend restriction up to the PUCT. The PUCT approved the Stipulation and Settlement Agreement at its February 14, 2020 open meeting and issued a final order on March 9, 2020. The PUCT declined to impose a dividend restriction in the final order. The rates were implemented on April 23, 2020.

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

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

In April 2017, Houston Electric submitted a proposal to ERCOT requesting its endorsement of the Freeport Area Master Plan, which included the Bailey to Jones Creek Project. On November 21, 2019, the PUCT issued its final approval of Houston Electric’s certificate of convenience and necessity application, based on an unopposed settlement agreement under which Houston Electric would construct the project at an estimated cost of approximately $483 million. The actual capital costs of the project will depend on land acquisition costs, construction costs, minor changes to the routing of the line to mitigate environmental and other land use impacts, structure design to address soil and coastal wind conditions, and other factors. In April 2020, a federal court vacated the Army Corps of Engineers Nationwide Permit 12, which Houston Electric intended to use for the project. As a result, Houston Electric filed its individual permit application with the Army Corps of Engineers in accordance with the federal court decision. However, subsequent to filing the individual permit application, the federal court stayed the effectiveness of its order as it applied to the construction of transmission lines such as the Bailey to Jones Creek Project. In July 2020, the stay was extended by the U.S. Supreme Court to apply to a broader range of infrastructure projects and is expected to last through the full appellate process. As a result, the Army Corps of Engineers is proceeding with project review under the general Nationwide Permit 12 permit. Houston Electric has commenced pre-construction activities on the project, and anticipates beginning construction in early 2021 and completing construction and energizing the line before the end of 2021.

81

Table of Contents
Indiana South Base Rate Case (CenterPoint Energy)

On October 30, 2020, Indiana South filed its base rate case with the IURC seeking approval for a revenue increase of approximately $30 million. This rate case filing is required under Indiana TDSIC statutory requirements before the completion of Indiana South’s capital expenditure program, approved in 2014 for investments starting in 2014 through 2020. The revenue increase is based upon a requested ROE of 10.15% and an overall after-tax rate of return of 6.18% on total rate base of approximately $469 million. Indiana South has utilized a projected test year, reflecting its 2021 budget as the basis for the revenue increase requested, and proposes to implement rates in two phases. The first phase of rate implementation will occur as of the date of an order in this proceeding, expected in September 2021, and the second phase of rate implementation will occur at the completion of the test year, as of December 31, 2021. Under Indiana statutory requirements, the IURC has 300 days from the date of the filing of Indiana South’s case-in-chief to issue an order.

Indiana Electric Generation Project (CenterPoint Energy)

Indiana Electric must either (i) make substantial investments in its existing generation resources to comply with environmental regulations or (ii) replace its existing generation with new resources. Indiana requires each electric utility to perform and submit an IRP every three years (unless extended) to the IURC that uses economic modeling to consider the costs and risks associated with available resource options to provide reliable electric service for the next 20-year period. On February 20, 2018, Indiana Electric filed a petition seeking authorization from the IURC to construct a new 700-850 MW natural gas combined cycle generating facility to replace the baseload capacity of its existing generation fleet at an approximate cost of $900 million, which included the cost of a new natural gas pipeline to serve the plant.

As a part of this same proceeding, Indiana Electric also sought recovery under Indiana Senate Bill 251 of costs to be incurred for environmental investments to be made at its F.B. Culley generating plant to comply with ELG and CCR rules. The F.B. Culley investments, estimated to be approximately $95 million, began in 2019 and will allow the F.B. Culley Unit 3 generating facility to comply with environmental requirements and continue to provide generating capacity to Indiana Electric’s customers. Under Indiana Senate Bill 251, Indiana Electric sought authority to recover 80% of the approved costs, including a return, using a tracking mechanism, with the remaining 20% of the costs deferred for recovery in Indiana Electric’s next base rate proceeding.

On April 24, 2019, the IURC issued an order approving the environmental investments proposed for the F.B. Culley generating facility, along with recovery of prior pollution control investments made in 2014. The order denied the proposed gas combined cycle generating facility. Indiana Electric has conducted a new IRP, which was submitted to the IURC in June 2020, to identify an appropriate generation resource portfolio to satisfy the needs of its customers and comply with environmental regulations. The proposed preferred portfolio indicates the replacement of 730 MW of coal with a significant buildout of renewables supported by dispatchable natural gas generation.

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

On August 14, 2019, Indiana Electric filed a petition with the IURC, seeking approval, as a federally mandated project, for the recovery of costs associated with the clean closure of the A.B. Brown ash pond pursuant to Indiana Senate Bill 251. This project, expected to last approximately 14 years, would result in the full excavation and recycling of the ponded ash through agreements with a beneficial reuse entity, totaling approximately $160 million. Under Indiana Senate Bill 251, Indiana Electric seeks authority to recover via a tracking mechanism 80% of the approved costs, with a return on eligible capital investments needed to allow for the extraction of the ponded ash, with the remaining 20% of the costs deferred for recovery in Indiana Electric’s next base rate proceeding. On December 19, 2019 and subsequently on January 10, 2020, Indiana Electric filed a settlement agreement with the intervening parties whereby the costs would be recovered as requested, with an additional commitment by Indiana Electric to offset the federally mandated costs by at least $25 million, representing a combination of total cash proceeds received from the ash reuser and total insurance proceeds to be received from Indiana Electric’s insurers under confidential settlement agreements of litigation filed against the insurers. On May 13, 2020, the IURC approved the settlement agreement in full. On October 28, 2020, the IURC approved Indiana Electric’s ECA proceeding, which included the initiation of recovery of the federally mandated project costs.

Rate Change Applications

The Registrants are routinely involved in rate change applications before state regulatory authorities. Those applications include general rate cases, where the entire cost of service of the utility is assessed and reset. In addition, Houston Electric is periodically involved in proceedings to adjust its capital tracking mechanisms (TCOS and DCRF) and annually files to adjust its EECRF. CERC is periodically involved in proceedings to adjust its capital tracking mechanisms in Texas (GRIP), its cost of service adjustments in Arkansas, Louisiana, Mississippi and Oklahoma (FRP, RSP, RRA and PBRC, respectively), its
82

Table of Contents
decoupling mechanism in Minnesota, and its energy efficiency cost trackers in Arkansas, Minnesota, Mississippi and Oklahoma (EECR, CIP, EECR and EECR, respectively). CenterPoint Energy is periodically involved in proceedings to adjust its capital tracking mechanisms in Indiana (CSIA for gas and TDSIC for electric) and Ohio (DRR), its decoupling mechanism in Indiana (SRC for gas), and its energy efficiency cost trackers in Indiana (EEFC for gas and DSMA for electric) and Ohio (EEFR).

The table below reflects significant applications pending or completed since the Registrants’ combined 2019 Form 10-K was filed with the SEC.
Mechanism
Annual Increase (Decrease) (1)
(in millions)
Filing
Date
Effective DateApproval DateAdditional Information
CenterPoint Energy and Houston Electric (PUCT)
EECRF$11June
2020
March
2021
October 2020The requested amount is comprised primarily of the following: 2021 Program and Evaluation, Measurement and Verification costs of $39 million, 2019 over recovery of ($1) million and 2019 earned bonus of $12 million. A settlement was approved in October 2020 consisting of 2021 Program and Evaluation, Measurement and Verification costs of $39 million, 2019 over recovery of ($1) million, 2019 earned bonus of $11 million and a black box reduction to revenue requirement of ($1) million.
Rate Case13April
2019
April
2020
March 2020
See discussion above under Houston Electric Base Rate Case.
TCOS17March 2020May
2020
May
2020
Based on net change in invested capital of $204 million.
TCOS16July
2020
September 2020September 2020Based on net change in invested capital of $140 million.
CenterPoint Energy and CERC - Beaumont/East Texas (Railroad Commission)
Rate Case4November
2019
November 2020June
2020
Unanimous settlement agreement approved by the Railroad Commission in June 2020 provides for a $4 million annual increase in current revenues, a refund for an Unprotected EDIT Rider amortized over three years of which $2 million is refunded in the first year and establishes a 9.65% ROE and a 56.95% equity ratio for future GRIP filings for the Beaumont/East Texas jurisdiction. New rates will be effective with October 2020 usage and will be reflected on customers’ bills in November 2020.
CenterPoint Energy and CERC - South Texas, Houston and Texas Coast (Railroad Commission)
GRIP18March
2020
June
2020
June
2020
Based on net change in invested capital of $143 million.
CenterPoint Energy and CERC - Arkansas (APSC)
FRP(12)April
2020
October 2020September 2020Based on ROE of 9.5% with 50 basis point (+/-) earnings band. Revenue reduction of $12 million based on prior test year true-up earned return on equity of 11.79% combined with projected test year return on equity of 9.43%.
CenterPoint Energy and CERC - Louisiana (LPSC)
RSP (1)
2September 2020December 2020TBDBased on ROE of 9.95% with 50 basis point (+/-) earnings band. The North Louisiana increase, net of TCJA effects considered outside the earnings band, is $3 million based on a test year ended June 2020 and adjusted earned ROE of 5.97%. South Louisiana adjusted ROE of 10.42% for the test year ended June 2020 is inside the band; a decrease of $1 million results from TCJA effects considered outside the earnings band.
CenterPoint Energy and CERC - Minnesota (MPUC)
Decoupling (1)
N/ASeptember 2020September 2020TBDRepresents under-recovery of approximately $2 million recorded for and during the period July 1, 2019 through June 30, 2020, including approximately $1 million related to the period July 1, 2018 through June 30, 2019.
CIP Financial Incentive9May
2020
October 2020August 2020CIP Financial Incentive based on 2019 activity.
Rate Case (1)
62October 2019TBDTBDReflects a proposed 10.15% ROE on a 51.39% equity ratio. Interim rates reflecting an annual increase of $53 million were implemented on January 1, 2020. In September 2020, a settlement that addressed all issues except the Inclusive Financing/Tariffed On Bill Financing (TOB) proposal by the City of Minneapolis was signed by a majority of all parties and was filed with the Office of Administrative Hearings. A stipulation between the City of Minneapolis and CenterPoint Energy addressing the TOB proposal was filed on September 2, 2020. The settlement reflects a $38.5 million increase and is still subject to approval by the MPUC.
CenterPoint Energy and CERC - Oklahoma (OCC)
PBRC(2)March
2020
July
2020
July
2020
Based on ROE of 10% with 50 basis point (+/-) earnings band. Revenue credit of approximately $2 million based on 2019 test year adjusted earned ROE of 15.37%. The OCC approved a unanimous settlement agreement that provides for a revenue credit to customers of $2 million, paid out monthly for the next twelve months.
83

Table of Contents
Mechanism
Annual Increase (Decrease) (1)
(in millions)
Filing
Date
Effective DateApproval DateAdditional Information
CenterPoint Energy and CERC - Mississippi (MPSC)
RRA2May
2020
September 2020September 2020Based on ROE of 9.292% with 100 basis point (+/-) earnings band. Revenue increase of $2 million based on 2019 test year adjusted earned ROE of 7.90%.
CenterPoint Energy - Indiana South - Gas (IURC)
CSIA1April
2020
July
2020
July
2020
Requested an increase of $13 million to rate base, which reflects a $1 million annual increase in current revenues. 80% of revenue requirement is included in requested rate increase and 20% is deferred until the next rate case. The mechanism also includes refunds associated with the TCJA, resulting in no change to the previous credit provided, and a change in the total (over)/under-recovery variance of $1 million annually.
CSIA (1)
2October 2020January 2021TBDRequested an increase of $13 million to rate base, which reflects a $2 million annual increase in current revenues. 80% of revenue requirement is included in requested rate increase and 20% is deferred until the next rate case. The mechanism also includes refunds associated with the TCJA, resulting in no change to the previous credit provided, and a change in the total (over)/under-recovery variance of $(1) million annually.
Rate Case (1)
30October 2020September 2021TBDRequested an increase of approximately $30 million to operating revenues based on an ROE of 10.15% and an overall rate of return of 6.18% on rate base of $469 million. Projected test year of 2021, with phase one rates in place in September 2021 and phase two rates in place at completion of projected test year.
CenterPoint Energy - Indiana North - Gas (IURC)
CSIA4April
2020
July
2020
July
2020
Requested an increase of $35 million to rate base, which reflects a $4 million annual increase in current revenues. 80% of revenue requirement is included in requested rate increase and 20% is deferred until the next rate case. The mechanism also includes refunds associated with the TCJA, resulting in no change to the previous credit provided, and a change in the total (over)/under-recovery variance of $14 million annually.
CSIA (1)
2October 2020January 2021TBDRequested an increase of $32 million to rate base, which reflects a $2 million annual increase in current revenues. 80% of revenue requirement is included in requested rate increase and 20% is deferred until the next rate case. The mechanism also includes refunds associated with the TCJA, resulting in an increase of $(1) million to the previous credit provided, and a change in the total (over)/under-recovery variance of $(6) million annually.
CenterPoint Energy - Ohio (PUCO)
TSCRN/AJanuary
2019
July
2020
July
2020
Application to flow back to customers certain benefits from the TCJA. Initial impact reflects credits for 2018 of $(10) million and 2019 of $(9) million, and 2020 of $(7) million, with mechanism that began upon approval from the PUCO effective July 1, 2020.
TSCR (1)
N/ASeptember 2020January 2021TBDApplication to flow back to customers certain benefits from the TCJA. Impact reflects credits for 2021 of $(7) million and includes a reconciliation through August 31, 2020 of $(14) million.
DRR (1)
10May
2020
September
2020
TBDRequested an increase of $67 million to rate base for investments made in 2019, which reflects a $10 million annual increase in current revenues.  A change in (over)/under-recovery variance of $2 million annually is also included in rates.
CenterPoint Energy - Indiana Electric (IURC)
TDSIC4February
2020
May
2020
May
2020
Requested an increase of $34 million to rate base, which reflects a $4 million annual increase in current revenues. 80% of revenue requirement is included in requested rate increase and 20% is deferred until next rate case. The mechanism also includes a change in (over)/under-recovery variance of $2 million annually.
ECA10May
2020
August 2020October 2020Requested an increase of $49 million to rate base, which reflects a $10 million annual increase in current revenues. 80% of the revenue requirement is included in requested rate increase and 20% is deferred until next rate case. The mechanism also included a change in (over)/under-recovery variance of $4 million annually.
TDSIC (1)
3August 2020November 2020TBDRequested an increase of $36 million to rate base, which reflects a $3 million annual increase in current revenues. 80% of the revenue requirement is included in requested rate increase and 20% is deferred until next rate case. The mechanism also includes a change in (over)/under-recovery variance of $(1) million.

(1)Represents proposed increases (decreases) when effective date and/or approval date is not yet determined. Approved rates could differ materially from proposed rates.

Tax Reform

TCJA-related 2018 tax expense refunds are currently included in the Registrants’ existing rates and are therefore reducing the Registrants’ current annual revenue. The TCJA-related 2018 tax expense refunds for Houston Electric were completed in September 2019. However, in Houston Electric’s rate case filed in April 2019, and subsequently adjusted in errata filings in
84

Table of Contents
May and June 2019, pursuant to the Stipulation and Settlement Agreement, Houston Electric will return unprotected EDIT net regulatory liability balance to customers, through a separate rider and its wholesale transmission tariff over approximately three years and the TCJA-related protected EDIT balance over ARAM. As of September 30, 2020, the balances of the net unprotected EDIT regulatory liability and protected EDIT regulatory liability were $65 million and $698 million, respectively.

CenterPoint Energy’s electric and natural gas utilities in Indiana and Ohio currently recover corporate income tax expense in approved rates charged to customers. The IURC and the PUCO both issued orders which initiated proceedings to investigate the impact of the TCJA on utility companies and customers within Indiana and Ohio, respectively. In addition, the IURC and PUCO have ordered each utility to establish regulatory liabilities to record all estimated impacts of tax reform starting January 1, 2018 until the date when rates are adjusted to capture these impacts. In Indiana, in response to Vectren’s pre-Merger filing for proposed changes to its rates and charges to consider the impact of the lower federal income tax rates, the IURC approved an initial reduction to current rates and charges, effective June 1, 2018, to capture the immediate impact of the lower corporate federal income tax rate. The refund of EDIT and regulatory liabilities commenced in November 2018 for Indiana electric customers and in January 2019 for Indiana natural gas customers. In Ohio, the initial rate reduction to current rates and charges became effective upon conclusion of its pending base rate case on August 28, 2019. In January 2019, an application was filed with the PUCO in compliance with its October 2018 order requiring utilities to file for a request to adjust rates to reflect the impact of the TCJA, requesting authority to implement a rider to flow back to customers the tax benefits realized under the TCJA, including the refund of EDIT and regulatory liabilities. On July 1, 2020, the PUCO approved the initial rate reduction to credit customers for the impact of the TCJA. This credit mechanism results in an amortization of the unprotected balance of EDIT over a period of six years, starting in 2018, with the protected balance amortized in accordance with ARAM. The credit mechanism will be adjusted via an annual filing made each October to reflect projected refunds for each calendar year.

ELG (CenterPoint Energy)

Under the Clean Water Act, the EPA sets technology-based guidelines for water discharges from new and existing electric generation facilities. In September 2015, the EPA finalized revisions to the existing steam electric ELG setting stringent technology-based water discharge limits for the electric power industry. The EPA focused this rulemaking on wastewater generated primarily by pollution control equipment necessitated by the comprehensive air regulations, specifically setting strict water discharge limits for arsenic, mercury and selenium for scrubber waste waters. The ELG will be implemented when existing water discharge permits for the plants are renewed. In the case of Indiana Electric’s water discharge permits, in 2017 the IDEM issued final renewals for the F.B. Culley and A.B. Brown power plants. IDEM agreed that units identified for retirement by December 2023 would not be required to install new treatment technology to meet ELG, and approved a 2020 compliance date for dry bottom ash and a 2023 compliance date for flue gas desulfurization wastewater treatment standards for the remaining coal-fired unit at F.B. Culley.

On April 13, 2017, as part of the U.S. President’s Administration’s regulatory reform initiative, which is focused on the number and nature of regulations, the EPA granted petitions to reconsider the ELG rule, and indicated it would stay the current implementation deadlines in the rule during the pendency of the reconsideration. On September 13, 2017, the EPA finalized a rule postponing certain interim compliance dates by two years, but did not postpone the final compliance deadline of December 31, 2023. In April 2018, the EPA published an effluent guidelines program plan that anticipated a December 2019 rule revising the effluent limitations and pre-treatment standards for existing sources in the 2015 rule. On April 12, 2019, the U.S. Court of Appeals for the Fifth Circuit vacated and remanded portions of the ELG rule that selected impoundment as the best available technology for legacy wastewater and leachate. On October 13, 2020, the EPA finalized revisions to the ELG rule, which established a two-year extension of the compliance deadline for the prohibition of wet sluicing of bottom ash. However, the ELG rule did not establish alternative deadlines for the prohibition of wet sluicing of fly ash, and the most recent revision to the CCR rule confirmed that ash ponds must commence closure no later than October 2023. As a result, CenterPoint Energy does not anticipate any changes to its current compliance plans based upon this most recent ELG update.

CPP and ACE Rule (CenterPoint Energy)

On August 3, 2015, the EPA released its CPP Rule, which required a 32% reduction in carbon emissions from 2005 levels. The final rule was published in the Federal Register on October 23, 2015, and that action was immediately followed by litigation ultimately resulting in the U.S. Supreme Court staying implementation of the rule. On August 31, 2018, the EPA published its proposed CPP replacement rule, the ACE Rule, which was finalized on July 8, 2019 and requires states to implement a program of energy efficiency improvement targets for individual coal-fired electric generating units. States have three years to develop state plans to implement the ACE rule, and CenterPoint Energy does not expect a state ACE rule to be finalized and approved by the EPA until 2024. CenterPoint Energy is currently unable to predict the effect of a state plan to implement the ACE rule but does not anticipate that such a plan would have a material effect.

85

Table of Contents
Impact of Legislative Actions & Other Initiatives (CenterPoint Energy)

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

MRT Rate Case (CenterPoint Energy)

In June 2018, MRT filed a general Natural Gas Act rate case, and in October 2019, MRT filed a second rate case. MRT began collecting the rates proposed in the 2018 rate case, subject to refund, on January 1, 2019. On November 5, 2019, as supplemented on December 13, 2019, MRT filed uncontested proposed settlements for the 2018 and 2019 rate cases. The FERC approved both settlements on March 26, 2020, and that order became final on April 25, 2020.

Other Matters

Credit Facilities

The Registrants may draw on their respective revolving credit facilities from time to time to provide funds used for general corporate and limited liability company purposes, including to backstop CenterPoint Energy’s and CERC’s commercial paper programs. The facilities may also be utilized to obtain letters of credit. For further details related to the Registrants’ revolving credit facilities, please see Note 12 to the Interim Condensed Financial Statements.

Based on the consolidated debt to capitalization covenant in the Registrants’ revolving credit facilities, the Registrants would have been permitted to utilize the full capacity of such revolving credit facilities, which aggregated approximately $4.9 billion as of September 30, 2020. As of October 23, 2020, the Registrants had the following revolving credit facilities and utilization of such facilities:
Amount Utilized as of October 23, 2020
RegistrantSize of FacilityLoansLetters of CreditCommercial PaperWeighted Average Interest RateTermination Date
(in millions)
CenterPoint Energy $3,300 $— $$601 0.17%March 3, 2022
CenterPoint Energy (1)
400 — — 174 0.16%July 14, 2022
Houston Electric300 — — — —%March 3, 2022
CERC900 — — 423 0.16%March 3, 2022
Total
$4,900 $— $$1,198 

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

On September 30, 2020, VCC terminated its $200 million credit agreement dated as of July 14, 2017 after determining that it was no longer necessary for financing purposes. VCC did not incur any penalties in connection with the early termination.

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

Long-term Debt

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

86

Table of Contents
Securities Registered with the SEC

On May 29, 2020, the Registrants filed a joint shelf registration statement with the SEC registering indeterminate principal amounts of Houston Electric’s general mortgage bonds, CERC Corp.’s senior debt securities and CenterPoint Energy’s senior debt securities and junior subordinated debt securities and an indeterminate number of shares of Common Stock, shares of preferred stock, depositary shares, as well as stock purchase contracts and equity units. The joint shelf registration statement will expire on May 29, 2023. For information related to debt and equity security issuances in 2020, see Notes 12 and 19 to the Interim Condensed Financial Statements.

Temporary Investments

As of October 23, 2020, the Registrants had no temporary investments.

Money Pool

The Registrants participate in a money pool through which they and certain of their subsidiaries can borrow or invest on a short-term basis. Funding needs are aggregated and external borrowing or investing is based on the net cash position. The net funding requirements of the CenterPoint Energy money pool are expected to be met with borrowings under CenterPoint Energy’s revolving credit facility or the sale of CenterPoint Energy’s commercial paper. The net funding requirements of the CERC money pool are expected to be met with borrowings under CERC’s revolving credit facility or the sale of CERC’s commercial paper. The money pool may not provide sufficient funds to meet the Registrants’ cash needs.

The table below summarizes CenterPoint Energy money pool activity by Registrant as of October 23, 2020:
Weighted Average Interest RateHouston ElectricCERC
 (in millions)
Money pool investments (borrowings)
0.18%$41 $— 

Impact on Liquidity of a Downgrade in Credit Ratings

The interest on borrowings under the credit facilities is based on each respective borrower’s credit ratings. As of October 23, 2020, Moody’s, S&P and Fitch had assigned the following credit ratings to the borrowers:
 Moody’sS&PFitch
RegistrantBorrower/InstrumentRatingOutlook (1)RatingOutlook (2)RatingOutlook (3)
CenterPoint Energy
CenterPoint Energy Senior Unsecured Debt
Baa2NegativeBBBNegativeBBBNegative
CenterPoint EnergyVectren Corp. Issuer Ratingn/an/aBBB+Negativen/an/a
CenterPoint EnergyVUHI Senior Unsecured DebtA3StableBBB+Negativen/an/a
CenterPoint Energy
Indiana Gas Senior Unsecured Debt
n/an/aBBB+Negativen/an/a
CenterPoint EnergySIGECO Senior Secured DebtA1 StableANegativen/an/a
Houston Electric
Houston Electric Senior Secured Debt
A2StableANegativeANegative
CERC
CERC Corp. Senior Unsecured Debt
A3StableBBB+NegativeBBB+Stable
(1)A Moody’s rating outlook is an opinion regarding the likely direction of an issuer’s rating over the medium term.

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

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

The Registrants cannot assure that the ratings set forth above will remain in effect for any given period of time or that one or more of these ratings will not be lowered or withdrawn entirely by a rating agency. The Registrants note that these credit ratings are included for informational purposes and are not recommendations to buy, sell or hold the Registrants’ securities and may be revised or withdrawn at any time by the rating agency. Each rating should be evaluated independently of any other rating. Any future reduction or withdrawal of one or more of the Registrants’ credit ratings could have a material adverse
87

Table of Contents
impact on the Registrants’ ability to obtain short- and long-term financing, the cost of such financings and the execution of the Registrants’ commercial strategies.

A decline in credit ratings could increase borrowing costs under the Registrants’ revolving credit facilities. If the Registrants’ credit ratings had been downgraded one notch by S&P and Moody’s from the ratings that existed as of September 30, 2020, the impact on the borrowing costs under the four revolving credit facilities would have been immaterial. A decline in credit ratings would also increase the interest rate on long-term debt to be issued in the capital markets and could negatively impact the Registrants’ ability to complete capital market transactions and to access the commercial paper market. Additionally, a decline in credit ratings could increase cash collateral requirements and reduce earnings of CenterPoint Energy’s and CERC’s Natural Gas Distribution reportable segments.

Pipeline tariffs and contracts typically provide that if the credit ratings of a shipper or the shipper’s guarantor drop below a threshold level, which is generally investment grade ratings from both Moody’s and S&P, cash or other collateral may be demanded from the shipper in an amount equal to the sum of three months’ charges for pipeline services plus the unrecouped cost of any lateral built for such shipper. If the credit ratings of CERC Corp. decline below the applicable threshold levels, CERC might need to provide cash or other collateral of as much as $207 million as of September 30, 2020. The amount of collateral will depend on seasonal variations in transportation levels.

ZENS and Securities Related to ZENS (CenterPoint Energy)

If CenterPoint Energy’s creditworthiness were to drop such that ZENS holders thought its liquidity was adversely affected or the market for the ZENS were to become illiquid, some ZENS holders might decide to exchange their ZENS for cash. Funds for the payment of cash upon exchange could be obtained from the sale of the shares of ZENS-Related Securities that CenterPoint Energy owns or from other sources. CenterPoint Energy owns shares of ZENS-Related Securities equal to approximately 100% of the reference shares used to calculate its obligation to the holders of the ZENS. ZENS exchanges result in a cash outflow because tax deferrals related to the ZENS and shares of ZENS-Related Securities would typically cease when ZENS are exchanged or otherwise retired and shares of ZENS-Related Securities are sold. The ultimate tax liability related to the ZENS continues to increase by the amount of the tax benefit realized each year, and there could be a significant cash outflow when the taxes are paid as a result of the retirement or exchange of the ZENS. If all ZENS had been exchanged for cash on September 30, 2020, deferred taxes of approximately $465 million would have been payable in 2020. If all the ZENS-Related Securities had been sold on September 30, 2020, capital gains taxes of approximately $152 million would have been payable in 2020 based on 2020 tax rates in effect. For additional information about ZENS, see Note 11 to the Interim Condensed Financial Statements.

Cross Defaults

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

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

Possible Acquisitions, Divestitures and Joint Ventures

From time to time, the Registrants consider the acquisition or the disposition of assets or businesses or possible joint ventures, strategic initiatives or other joint ownership arrangements with respect to assets or businesses. Any determination to take action in this regard will be based on market conditions and opportunities existing at the time, and accordingly, the timing, size or success of any efforts and the associated potential capital commitments are unpredictable. The Registrants may seek to fund all or part of any such efforts with proceeds from debt and/or equity issuances. Debt or equity financing may not, however, be available to the Registrants at that time due to a variety of events, including, among others, maintenance of our credit ratings, industry conditions, general economic conditions, market conditions and market perceptions.

CenterPoint Energy previously disclosed that it may reduce its ownership in Enable over time through sales in the public equity markets, or otherwise, of the Enable common units it holds, subject to market conditions. CenterPoint Energy has no
88

Table of Contents
intention to reduce its ownership of Enable common units and currently plans to hold such Enable common units and to utilize any cash distributions received on such Enable common units to finance a portion of CenterPoint Energy’s capital expenditure program. CenterPoint Energy may consider or alter its plans or proposals in respect of any such plans in the future. For further information, see “—Recent Events—Business Review and Evaluation Committee” above.

Enable Midstream Partners (CenterPoint Energy)

CenterPoint Energy receives quarterly cash distributions from Enable on its common units and Enable Series A Preferred Units. A reduction in the cash distributions CenterPoint Energy receives from Enable could significantly impact CenterPoint Energy’s liquidity. For additional information about cash distributions from Enable, see Notes 9 and 20 to the Interim Condensed Financial Statements.

Hedging of Interest Expense for Future Debt Issuances

From time to time, the Registrants may enter into interest rate agreements to hedge, in part, volatility in the U.S. treasury rates by reducing variability in cash flows related to interest payments. For further information, see Note 7(a) to the Interim Condensed Financial Statements.

Weather Hedge (CenterPoint Energy and CERC)

CenterPoint Energy and CERC have historically entered into partial weather hedges for certain NGD jurisdictions and electric operations’ Texas service territory to mitigate the impact of fluctuations from normal weather. CenterPoint Energy and CERC remain exposed to some weather risk as a result of the partial hedges. For more information about weather hedges, see Note 7(a) to the Interim Condensed Financial Statements.

Collection of Receivables from REPs (CenterPoint Energy and Houston Electric)

Houston Electric’s receivables from the distribution of electricity are collected from REPs that supply the electricity Houston Electric distributes to their customers. Before conducting business, a REP must register with the PUCT and must meet certain financial qualifications. Nevertheless, adverse economic conditions, structural problems in the market served by ERCOT or financial difficulties of one or more REPs could impair the ability of these REPs to pay for Houston Electric’s services or could cause them to delay such payments. Houston Electric depends on these REPs to remit payments on a timely basis, and any delay or default in payment by REPs could adversely affect Houston Electric’s cash flows. In the event of a REP default, Houston Electric’s tariff provides a number of remedies, including the option for Houston Electric to request that the PUCT suspend or revoke the certification of the REP. Applicable regulatory provisions require that customers be shifted to another REP or a provider of last resort if a REP cannot make timely payments. However, Houston Electric remains at risk for payments related to services provided prior to the shift to the replacement REP or the provider of last resort. If a REP were unable to meet its obligations, it could consider, among various options, restructuring under the bankruptcy laws, in which event such REP might seek to avoid honoring its obligations and claims might be made against Houston Electric involving payments it had received from such REP. If a REP were to file for bankruptcy, Houston Electric may not be successful in recovering accrued receivables owed by such REP that are unpaid as of the date the REP filed for bankruptcy. However, PUCT regulations authorize utilities, such as Houston Electric, to defer bad debts resulting from defaults by REPs for recovery in future rate cases, subject to a review of reasonableness and necessity.

Other Factors that Could Affect Cash Requirements

In addition to the above factors, the Registrants’ liquidity and capital resources could also be negatively affected by:

reductions in the cash distributions we receive from Enable;

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

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

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

89

Table of Contents
increases in interest expense in connection with debt refinancings and borrowings under credit facilities or term loans or the use of alternative sources of financings due to the effects of COVID-19 on capital and other financial markets; 

various legislative or regulatory actions; 

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

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

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

the satisfaction of any obligations pursuant to guarantees;

the outcome of litigation; 

contributions to pension and postretirement benefit plans; 

restoration costs and revenue losses resulting from future natural disasters such as hurricanes and the timing of recovery of such restoration costs; and

various other risks identified in “Risk Factors” in Item 1A of Part I of the Registrants’ combined 2019 Form 10-K and in Item 1A of Part II of this Form 10-Q.

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

Houston Electric has contractually agreed that it will not issue additional first mortgage bonds, subject to certain exceptions. For information about the total debt to capitalization financial covenants in the Registrants’ and certain of CenterPoint Energy’s subsidiaries’ revolving credit facilities, see Note 12 to the Interim Condensed Financial Statements.

CRITICAL ACCOUNTING POLICIES

Impairment of Long-Lived Assets, Including Identifiable Intangibles, Goodwill, Equity Method Investments, and Investments without a Readily Determinable Fair Value

The Registrants review the carrying value of long-lived assets, including identifiable intangibles, goodwill, equity method investments, and investments without a readily determinable fair value whenever events or changes in circumstances indicate that such carrying values may not be recoverable, and at least annually, goodwill is tested for impairment as required by accounting guidance for goodwill and other intangible assets.  Unforeseen events, changes in market conditions, and probable regulatory disallowances, where applicable, could have a material effect on the value of long-lived assets, including intangibles, goodwill, equity method investments, and investments without a readily determinable fair value due to changes in observable or estimated market value, future cash flows, interest rate, and regulatory matters could result in an impairment charge.

In connection with its preparation of the financial statements for the three months ended March 31, 2020, CenterPoint Energy and CERC identified triggering events to perform interim goodwill impairment tests for each of their reporting units due to the macroeconomic conditions resulting from the COVID-19 pandemic and the related decline in CenterPoint Energy’s Common Stock price. CenterPoint Energy recognized goodwill impairment losses, discussed below, during the nine months ended September 30, 2020, and CERC recorded no impairments to goodwill within continuing operations during the nine months ended September 30, 2020. CenterPoint Energy and CERC performed their annual goodwill impairment tests in the third quarter of 2020 and determined that no goodwill impairment charge was required for any reporting unit as a result of those tests.
Fair value is the amount at which an asset, liability or business could be bought or sold in a current transaction between willing parties and may be estimated using a number of techniques, including quoted market prices or valuations by third parties, present value techniques based on estimates of cash flows, or multiples of earnings or revenue performance measures. The fair value could be different using different estimates and assumptions in these valuation techniques.

Fair value measurements require significant judgment and unobservable inputs, including (i) projected timing and amount of future cash flows, which factor in planned growth initiatives, (ii) the regulatory environment, as applicable, and (iii) discount
90

Table of Contents
rates reflecting risk inherent in the current and future market prices. Determining the discount rates requires the estimation of the appropriate company specific risk premiums for those businesses based on evaluation of industry and entity-specific risks, which includes expectations about future market or economic conditions and reflects the risk demonstrated by market participants through the value of CenterPoint Energy’s Common Stock price as of the impairment test date. Changes in these assumptions could have a significant impact on results of the impairment tests. CenterPoint Energy and CERC utilized a third-party valuation specialist to determine the key assumptions used in the estimate of fair value for each of their respective reporting units on the date of their goodwill impairment tests and for CenterPoint Energy the fair value of each of its reporting units is reconciled to its market capitalization based on the price of CenterPoint Energy’s Common Stock.

Interim goodwill impairment test, excluding assets held for sale

CenterPoint Energy and CERC performed an interim goodwill impairment test as of March 31, 2020. The fair value of each reporting unit was derived using an income approach or a weighted combination of income and market approaches. Based on the results of the test, CenterPoint Energy recorded a goodwill impairment loss of $185 million at its Indiana Electric Integrated reporting unit in the nine months ended September 30, 2020. CERC recorded no goodwill impairment charge in its continuing operations for the nine months ended September 30, 2020.

The fair values of each reporting unit exceeded the carrying value of the reporting unit, with the exception of CenterPoint Energy’s Indiana Electric Integrated reporting unit. As of March 31, 2020, subsequent to the impairment loss recorded by CenterPoint Energy in the three months ended March 31, 2020, Indiana Electric Integrated reporting unit’s fair value approximated its carrying value, and the reporting unit had total goodwill of $936 million. The reporting unit is comprised entirely of businesses acquired in the Merger on February 1, 2019, when the carrying value of the acquired assets and liabilities were adjusted to fair value and as a result presented the greatest risk for impairment. The primary driver for the decline in fair value as of the March 31, 2020 interim goodwill impairment test date is an increase in discounts rates, or the weighted average cost of capital of market participants, on the rate regulated reporting units due in part to the decline in current macroeconomic conditions from July 1, 2019, the previous annual testing date at that time, to March 31, 2020.

An interim goodwill impairment test could be triggered and goodwill impairments recorded in future periods by CenterPoint Energy or CERC’s reporting units due to any of the following: CenterPoint Energy’s market capitalization falling below book value, adverse macroeconomic environment, turnover in key personnel, events affecting a reporting unit such as a contemplated disposal of all or part of a reporting unit, actual earnings results that are materially lower than expected, significant adverse changes in the operating or regulatory environment, or changes in discount rates or other key assumptions that require judgment and are forward looking in nature. CenterPoint Energy and CERC performed their annual goodwill impairment tests in the third quarter of 2020 and determined that no goodwill impairment charge was required for any reporting unit as a result of those tests.

For further information, see Note 10 to the Interim Condensed Financial Statements.

Assets held for sale and discontinued operations

Generally, a long-lived asset to be sold is classified as held for sale in the period in which management, with approval from the Board of Directors, as applicable, commits to a plan to sell, and a sale is expected to be completed within one year. The Registrants record assets and liabilities held for sale, or the disposal group, at the lower of their carrying value or their estimated fair value less cost to sell. If a disposal group reflects a component of a reporting unit and meets the definition of a business, the goodwill within that reporting unit is allocated to the disposal group based on the relative fair value of the components representing a business that will be retained and disposed. Goodwill is not allocated to a portion of a reporting unit that does not meet the definition of a business. A disposal group that meets the held for sale criteria and also represents a strategic shift to the Registrant is also reflected as discontinued operations on the Statements of Consolidated Income, and prior periods are recast to reflect the earnings or losses from such businesses as income from discontinued operations, net of tax.

On February 3, 2020, CenterPoint Energy, through its subsidiary VUSI, entered into the Securities Purchase Agreement to sell the Infrastructure Services Disposal Group. In February 2020, certain assets and liabilities representing the Infrastructure Services Disposal Group met the held for sale criteria and represented all of the businesses within the reporting unit. In accordance with the Securities Purchase Agreement, VISCO was converted from a wholly-owned corporation to a limited liability company that was disregarded for federal income tax purposes immediately prior to the closing of the transaction resulting in the sale of membership units. The sale was considered an asset sale for tax purposes and closed on April 9, 2020. As of September 30, 2020, CenterPoint Energy had a receivable from PowerTeam Services for working capital and other adjustments set forth in the Securities Purchase Agreement, and a gain or loss on sale in future periods may be incurred by CenterPoint Energy for differences between the estimated receivable as of September 30, 2020 and the actual amount of the payment.
91

Table of Contents

On February 24, 2020, CenterPoint Energy, through its subsidiary CERC Corp., entered into the Equity Purchase Agreement to sell the Energy Services Disposal Group. This transaction did not include CEIP and its assets or MES. In February 2020, certain assets and liabilities representing the Energy Services Disposal Group met the criteria to be classified as held for sale and represented substantially all of the businesses within the reporting unit. In accordance with the Equity Purchase Agreement, CES was converted from a wholly-owned corporation to a limited liability company that was disregarded for federal income tax purposes immediately prior to the closing of the transaction resulting in the sale of membership units. The sale was considered an asset sale for tax purposes and closed on June 1, 2020.

CenterPoint Energy and CERC disclosed in its 2019 Form 10-K that an anticipated loss on held for sale of $80 million was expected in 2020 for the Energy Services Disposal Group. The primary driver for the increase in the actual loss on held for sale, including goodwill impairment, recorded by CenterPoint Energy and CERC in the nine months ended September 30, 2020 compared to the amounts previously anticipated is a result of an increase in portions of the derivative assets, net of derivative liabilities, excluded from the working capital adjustment within the Equity Purchase Agreement during the nine months ended September 30, 2020. In October 2020, CenterPoint Energy collected the full and final settlement of the working capital adjustment under the Equity Purchase Agreement, and no gains or losses on this transaction are expected in future periods.

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

Equity Method Investments

Equity method investments are evaluated for impairment when factors indicate that a decrease in value of an investment has occurred and the carrying amount of the investment may not be recoverable. An impairment loss, based on the excess of the carrying value over the best estimate of fair value of the investment, is recognized in earnings when an impairment is deemed to be other than temporary. Considerable judgment is used in determining if an impairment loss is other than temporary and the amount of any impairment. Based on the severity of the decline in Enable’s common unit price during the three months ended March 31, 2020 due to the macroeconomic conditions related in part to the COVID-19 pandemic, combined with Enable’s announcement on April 1, 2020 to reduce its quarterly distributions per common unit by 50%, and the market outlook indicating excess supply and continued depressed crude oil and natural gas prices impacting the midstream oil and gas industry, CenterPoint Energy determined, in connection with its preparation of its financial statements for the three months ended March 31, 2020, that an other than temporary decrease in the value of its investment in Enable had occurred. CenterPoint Energy wrote down the value of its investment in Enable to its estimated fair value of $848 million as of March 31, 2020 and recognized an impairment charge of $1,541 million during the nine months ended September 30, 2020. Both the income approach and market approach were utilized to estimate the fair value of CenterPoint Energy’s equity investment in Enable, which includes common units, general partner interest, and incentive distribution rights held by CenterPoint Energy through CNP Midstream. The determination of fair value considered a number of relevant factors including Enable’s common unit price and forecasted distributions, recent comparable transactions and the limited float of Enable’s publicly traded common units. CenterPoint Energy did not identify a decrease in value as of September 30, 2020, and no impairments in its investment in Enable were recorded during the three months ended September 30, 2020.

Key assumptions in the market approach include recent market transactions of comparable companies and EBITDA to total enterprise multiples for comparable companies. Due to volatility of the quoted price of Enable’s units, a volume weighted average price was used under the market approach to best approximate fair value at the measurement date. Key assumptions in the income approach include Enable’s forecasted cash distributions, projected cash flows of incentive distribution rights, forecasted growth rate of Enable’s cash distributions beyond 2020, and the discount rate used to determine the present value of the estimated future cash flows. A weighing of the different approaches was utilized to determine the estimated fair value of our investment in Enable. CenterPoint Energy based its assumptions on projected financial information that it believes is reasonable; however, actual results may differ materially from those projections. It is reasonably possible that the fair value of CenterPoint Energy’s investment in Enable will change in the near term due to the following: actual Enable cash distribution is materially lower than expected, significant adverse changes in Enable’s operating environment, decline in Enable’s common unit price, increase in the discount rate, and changes in other key assumptions which require judgment and/or are forward looking in nature. Further declines in the fair value of Enable could result in additional impairments.

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

NEW ACCOUNTING PRONOUNCEMENTS

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

92

Table of Contents
OTHER SIGNIFICANT MATTERS

The significant uncertainties related to the COVID-19 pandemic and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries. While it is unknown how long these conditions will last and what the complete financial effect will be, the plan assets and benefit obligations of our pension and postretirement plans may be negatively impacted when these plans are re-measured, generally, at year-end, resulting in a decline in the funded status. During the nine months ended September 30, 2020, the fair value of pension plan assets increased by approximately $115 million or 5.7% from December 31, 2019, excluding CenterPoint Energy’s contributions to, and benefit distributions from, the pension plans. A decline in the funded status of our pension plans as of December 31, 2020 could result in an increase in plan expenses and minimum required contributions for the subsequent years from the historical amounts. Currently, we do not expect the event to impact the disclosed 2020 plan expenses or minimum required contributions. 

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Interest Rate Risk (CenterPoint Energy)

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

CenterPoint Energy’s floating rate obligations aggregated $2.1 billion and $3.9 billion as of September 30, 2020 and December 31, 2019, respectively. If the floating interest rates were to increase by 10% from September 30, 2020 rates, CenterPoint Energy’s combined interest expense would increase by approximately $1 million annually.

As of September 30, 2020 and December 31, 2019, CenterPoint Energy had outstanding fixed-rate debt (excluding indexed debt securities) aggregating $11.3 billion and $11.2 billion, respectively, in principal amount and having a fair value of $13.0 billion and $12.2 billion, respectively. Because these instruments are fixed-rate, they do not expose CenterPoint Energy to the risk of loss in earnings due to changes in market interest rates. However, the fair value of these instruments would increase by approximately $294 million if interest rates were to decline by 10% from levels at September 30, 2020. In general, such an increase in fair value would impact earnings and cash flows only if CenterPoint Energy were to reacquire all or a portion of these instruments in the open market prior to their maturity.

The ZENS obligation is bifurcated into a debt component and a derivative component. The debt component of $16 million as of September 30, 2020 was a fixed-rate obligation and, therefore, did not expose CenterPoint Energy to the risk of loss in earnings due to changes in market interest rates. However, the fair value of the debt component would increase by approximately $2 million if interest rates were to decline by 10% from levels at September 30, 2020. Changes in the fair value of the derivative component, a $918 million recorded liability at September 30, 2020, are recorded in CenterPoint Energy’s Condensed Statements of Consolidated Income and, therefore, it is exposed to changes in the fair value of the derivative component as a result of changes in the underlying risk-free interest rate. If the risk-free interest rate were to increase by 10% from September 30, 2020 levels, the fair value of the derivative component liability would decrease by less than $1 million, which would be recorded as an unrealized gain in CenterPoint Energy’s Condensed Statements of Consolidated Income.

Equity Market Value Risk (CenterPoint Energy)

CenterPoint Energy is exposed to equity market value risk through its ownership of 10.2 million shares of AT&T Common and 0.9 million shares of Charter Common, which CenterPoint Energy holds to facilitate its ability to meet its obligations under the ZENS. See Note 11 to the condensed consolidated financial statements for a discussion of CenterPoint Energy’s ZENS obligation. Changes in the fair value of the ZENS-Related Securities held by CenterPoint Energy are expected to substantially offset changes in the fair value of the derivative component of the ZENS. A decrease of 10% from the September 30, 2020 aggregate market value of these shares would result in a net gain of $8 million, which would be recorded as an unrealized gain in CenterPoint Energy’s Condensed Statements of Consolidated Income.

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

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
93

Table of Contents
regulations, which, subject to compliance with those regulations, allow for recovery of the cost of such purchases through natural gas and fuel cost adjustment mechanisms. CenterPoint Energy’s utility natural gas operations in Indiana have regulatory authority to lock in pricing for up to 50% of annual natural gas purchases using arrangements with an original term of up to 10 years. This authority has been utilized to secure fixed price natural gas using both physical purchases and financial derivatives. As of September 30, 2020, the recorded fair value of non-trading energy derivative liabilities was $7 million for CenterPoint Energy’s utility natural gas operations in Indiana, which is offset by a regulatory asset.

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

Item 4.CONTROLS AND PROCEDURES

In accordance with Exchange Act Rules 13a-15 and 15d-15, the Registrants carried out separate evaluations, under the supervision and with the participation of each company’s management, including the principal executive officer and principal financial officer, of the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report. Based on those evaluations, the principal executive officer and principal financial officer, in each case, concluded that the disclosure controls and procedures were effective as of September 30, 2020 to provide assurance that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and such information is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding disclosure.

There has been no change in the Registrants’ internal controls over financial reporting that occurred during the three months ended September 30, 2020 that has materially affected, or is reasonably likely to materially affect, the Registrants’ internal controls over financial reporting.

PART II. OTHER INFORMATION

Item 1.LEGAL PROCEEDINGS

For a description of certain legal and regulatory proceedings, please read Note 14(d) to the Interim Condensed Financial Statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Future Sources and Uses of Cash” and “— Regulatory Matters,” each of which is incorporated herein by reference. See also “Business — Regulation” and “— Environmental Matters” in Item 1 and “Legal Proceedings” in Item 3 of the Registrants’ combined 2019 Form 10-K.

Item 1A.RISK FACTORS

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

We face risks related to COVID-19 and other health epidemics and outbreaks, including economic, regulatory, legal, workforce and cyber security risks, which could adversely impact our financial condition, results of operations, cash flows and liquidity.
 
The COVID-19 pandemic is a rapidly evolving situation that is adversely affecting current global economic activities and conditions. An extended slowdown of economic growth, decreased demand for commodities and/or material changes in governmental or regulatory policy in the United States has resulted in, and could continue to result in, lower growth, including customer growth, and reduced demand for and usage of electricity and natural gas in our service territories as customer facilities close, remain closed or potentially close again. We have experienced reduced demand and usage among our electric and natural gas commercial and industrial customers, as well as a decrease in revenues from disconnections and reconnections due to the disconnect moratoriums across our service territories due to COVID-19, which have now either expired or will expire during the fourth quarter of 2020 in certain of the Registrants’ service territories. The ability of our customers, contractors and
94

Table of Contents
suppliers to meet their obligations to us, including payment obligations, has also been negatively affected under the current economic conditions. Furthermore, while we have not experienced significant disruptions or challenges with respect to our supply chain from the COVID-19 pandemic, to the extent we experience such disruptions in our supply chain that limit our ability to obtain materials and equipment necessary for our businesses, whether through delayed order fulfillment, limited production or unavailability due to COVID-19, we may be unable to perform our operations timely or as anticipated, which could result in service or construction delays or increased costs.

For Houston Electric, we are following PUCT orders regarding disconnection practices related to those customers impacted by COVID-19. These PUCT orders provide for suspended disconnections for certain residential customers as well as for their REPs and utilities to be compensated through a temporary rider charged by utilities, including Houston Electric, applicable to all customers. Additionally, the PUCT orders allow for certain utility costs related to COVID-19 to be placed in a regulatory asset for utilities to seek recovery in the future. As adverse economic conditions continue, REPs could encounter financial difficulties, including bankruptcies, which could impair their ability to pay for Houston Electric’s services or could cause them to delay such payments, adversely affecting Houston Electric’s cash flows and liquidity. In our NGD service territories and for Indiana Electric, we informed customers that disconnections for non-payment had been temporarily suspended and in certain service territories continue to be temporarily suspended. However, the disconnect moratoriums have now either expired or will expire during the fourth quarter of 2020 in certain of the Registrants’ service territories. As a result of the disconnect moratoriums across our NGD service territories and other payment deferrals or arrangements, days outstanding on receivables and uncollectible accounts have increased, resulting in an increase to allowance for doubtful accounts. To the extent these conditions in our service territories persist, our bad debt expense from uncollectible accounts could continue to increase, negatively impacting our financial condition, results of operations and cash flows. Our NGD service territories and Indiana Electric have either (1) received authority from their public utility commissions to defer bad debt expense associated with COVID-19 as a regulatory asset or (2) exercised existing authority to recover bad debt expense through an existing tracking mechanism. CenterPoint Energy and CERC have recorded estimated incremental uncollectible receivables to the associated regulatory asset of $16 million and $14 million, respectively, as of September 30, 2020. Additionally, our state and local regulatory agencies, in response to a federal mandate or otherwise, could impose restrictions on the rates we charge to provide our services, including the inability to implement approved rates, or delay actions with respect to our rate cases and filings. The COVID-19 pandemic may affect our ability to timely satisfy regulatory requirements such as recordkeeping and/or timely reporting requirements.
Furthermore, in the event key officers or a substantial portion of our workforce were to be impacted by COVID-19 for an extended period of time, we may face challenges with respect to our services or operations and we may not be able to execute our capital plan as anticipated. There is considerable uncertainty regarding the extent to which COVID-19 will continue to spread and the extent and duration of governmental and other measures implemented to try to slow the spread of COVID-19, such as large-scale travel bans and restrictions, border closures, quarantines, shelter-in-place orders and business and government shutdowns. Restrictions of this nature have caused, and may continue to cause, us, our suppliers and other business counterparties to experience operational delays, shortages of employees, facility shutdowns or business closures. We have modified certain business and workforce practices (including those related to employee travel, employee work locations and participation in meetings, events and conferences) to conform to government restrictions and best practices encouraged by governmental and regulatory authorities. However, the quarantine of personnel or the inability to access our facilities or customer sites could adversely affect our operations. While certain of our personnel have been, and may continue to be, quarantined, our operations and corporate functions have not been adversely affected to date. As of the date of this Form 10-Q, we have increased the permitted occupancy of certain of our offices and facilities, with the rest of our office-based personnel continuing to work remotely under alternate work arrangements. Where we must maintain a presence in the field, we have adjusted our operational protocols to minimize exposure and risk to our field personnel, customers and the communities we serve, including, among other things, modifying our work schedules and reporting locations, delaying certain work types, such as maintenance and capital projects, and adjusting project scope and scale to adhere to safety protocols, while continuing to maintain the work activities necessary for safe and reliable service to our customers with increased safety precautions, but we cannot assure that such adjustments and precautions will be sufficient to minimize exposure to and risk from COVID-19. Also, we have a limited number of highly skilled employees for some of our operations. If a large proportion of our employees in those critical positions were to contract COVID-19 at the same time, we would rely upon our business continuity plans in an effort to continue operations at our facilities, but there is no certainty that such measures will be sufficient to mitigate the adverse impact to our operations that could result from shortages of highly skilled employees.

In addition, the significant uncertainties related to the COVID-19 pandemic and actions taken to slow its spread have had, and are expected to continue to have, an adverse impact on the economies and financial markets of many countries. The plan assets and benefit obligations of our pension and postretirement plans may be impacted negatively when these plans are re-measured, generally, at year-end, resulting in a decline in the funded status. During the nine months ended September 30, 2020, the fair value of pension plan assets increased by approximately $115 million or 5.7% from December 31, 2019, excluding CenterPoint Energy’s contributions to, and benefit distributions from, the pension plans. A decline in the funded status of our
95

Table of Contents
pension plans as of December 31, 2020 could result in an increase in plan expenses and minimum required contributions for the subsequent years from the historical amounts.

Experts have observed an increase in the volume and the sophistication of cyberattacks since the beginning of the COVID-19 pandemic. Any technology system breaches and/or data privacy incidents could disrupt our operations or result in the loss or exposure of confidential or sensitive customer, employee or company information and adversely affect our business, financial condition and results of operations. As many of our employees and third-party service providers work remotely in accordance with government mandates or guidelines, we face heightened cyber security and privacy risks related to unauthorized system access, aggressive social engineering tactics and adversaries attacking the information technology systems, network infrastructure, technology and facilities used to conduct our business. The increase in the remote working arrangements of our employees as a result of the COVID-19 pandemic has required enhancements and modifications to our information technology infrastructure (e.g., virtual private network, or VPN, and remote collaboration systems), and any failures of these technologies, including third-party service providers, that facilitate working remotely could limit our ability to conduct our ordinary operations and expose us to increased risk or impact of a cyberattack.

Additionally, in the event that customers, contractors, employees or others were to allege that they contracted COVID-19 because of actions we took or failed to take, we could face claims, lawsuits and potential legal liability. In addition to the reasonableness of our actions and efforts to comply with applicable COVID-19 guidance, our exposure and ultimate liability would depend upon the applicability of workers’ compensation, the availability of insurance coverage and limitations on liability being considered or enacted at the state and federal level.

We will continue to monitor developments affecting our employees, customers and operations. At this time, however, we cannot predict the extent or duration of the COVID-19 pandemic or its effects on national, state and local economies, including the impact on our ability to access capital markets, our supply chain, our business strategies and plans and our workforce, nor can we estimate the potential adverse impact from COVID-19 on our financial condition, results of operations, cash flows and liquidity.

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

The COVID-19 pandemic has adversely affected Enable’s businesses by (i) reducing the demand for natural gas, NGLs and crude oil due to reduced global and national economic activity, leading to significantly lower prices for natural gas, NGLs and crude oil; (ii) impairing the supply chain of certain of its customers for which it provides gathering and processing services, both of which could lead to further reduction of the utilization of its systems; and (iii) reducing producer activity across its footprint which is expected to result in reduced utilization of its services. In addition, concerns about global economic growth, as well as uncertainty regarding the timing, pace and extent of an economic recovery in the United States and abroad, have had a significant adverse impact on global financial markets and commodity prices. The price of, and demand for, natural gas, NGLs and crude oil declined significantly in response to the ongoing spread and economic effects of COVID-19, including significant governmental measures being implemented to control the spread of COVID-19, including quarantines, travel restrictions and business shutdowns. A coalition of 23 nations led by Saudi Arabia and Russia agreed to reduce production of crude oil by 9.7 million barrels per day in May and June; however, NGL and crude oil prices have remained depressed. These events, combined with the continuing COVID-19 pandemic and uncertainty regarding the length of time it would take for the United States and the rest of the world to slow the spread of COVID-19 to the point where applicable authorities are comfortable easing current restrictions on various commercial and economic activities, contributed to a sharp drop in prices for crude oil in the first quarter of 2020 and negative crude oil prices in the second quarter of 2020. On March 31, 2020, Enable’s common unit price closed at $2.57 per common unit. In response to these industry conditions, on April 1, 2020, Enable announced a reduction in its quarterly distributions per common unit from $0.3305 distributed for the fourth quarter 2019 to $0.16525, representing a 50% reduction. This reduction has resulted, and is expected to result in additional, quarterly distributions to us that fall below our previously disclosed expected minimum quarterly distribution from Enable of $0.2875 per common unit. This reduction in Enable’s quarterly distributions per common unit will reduce its common unit distributions to us by approximately $155 million per year assuming no further reductions. To the extent such economic conditions persist or further deteriorate, quarterly distributions on Enable’s common units may be subject to further reductions. Enable currently cannot predict the duration or magnitude of the effects of COVID-19 on the supply and demand for, and the price of, natural gas, NGLs and crude oil or the exploration, development and production activity of the producers across its areas of operation. Sustained low commodity prices and reductions in exploration or production activities could continue to adversely affect the value of our interests in Enable and Enable’s financial position, results of operations and ability to make cash distributions to us.

96

Table of Contents
Additionally, the significant decline in energy and commodity prices described above, if sustained, could cause, the rate of economic, employment and/or population growth in certain of our service territories to decline. In particular, Houston, Texas has a higher percentage of employment tied to the energy sector relative to other regions of the country. A reduction in the rate of economic, employment and/or population growth could result in lower growth and reduced demand for and usage of electricity and natural gas in such service territories. As such, sustained low energy and commodity prices could have an adverse impact on our financial condition, results of operations, cash flows and liquidity.

Item 6.EXHIBITS

Exhibits filed herewith are designated by a cross (+); all exhibits not so designated are incorporated by reference to a prior filing as indicated. Agreements included as exhibits are included only to provide information to investors regarding their terms. Agreements listed below may contain representations, warranties and other provisions that were made, among other things, to provide the parties thereto with specified rights and obligations and to allocate risk among them, and no such agreement should be relied upon as constituting or providing any factual disclosures about the Registrants, any other persons, any state of affairs or other matters.
 
Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, the Registrants have not filed as exhibits to this Form 10-Q certain long-term debt instruments, including indentures, under which the total amount of securities authorized does not exceed 10% of the total assets of the Registrants and its subsidiaries on a consolidated basis. The Registrants hereby agree to furnish a copy of any such instrument to the SEC upon request.
Exhibit
Number
DescriptionReport or Registration
Statement
SEC File or
Registration
Number
Exhibit
Reference
CenterPoint EnergyHouston ElectricCERC
2.1*CenterPoint Energy’s Form 8-K dated April 21, 20181-314472.1x
2.2*CenterPoint Energy’s Form 8-K dated February 3, 20201-31447x
2.3*CenterPoint Energy’s Form 8-K dated February 24, 20201-31447xx
3.1CenterPoint Energy’s Form 8-K dated July 24, 20081-314473.2x
3.2Houston Electric’s Form 10-Q for the quarter ended June 30, 20111-31873.1x
3.3

CERC Form 10-K for the year ended December 31, 19971-132653(a)(1)x
3.4CERC Form 10-K for the year ended December 31, 19971-132653(a)(2)x
3.5CERC Form 10-K for the year ended December 31, 19981-132653(a)(3)x
3.6CERC Form 10-Q for the quarter ended June 30, 20031-132653(a)(4)x
3.7CenterPoint Energy’s Form 8-K dated February 21, 20171-314473.1x
3.8Houston Electric’s Form 10-Q for the quarter ended June 30, 20111-31873.2x
3.9CERC Form 10-K for the year ended December 31, 19971-132653(b)x
97

Table of Contents
Exhibit
Number
DescriptionReport or Registration
Statement
SEC File or
Registration
Number
Exhibit
Reference
CenterPoint EnergyHouston ElectricCERC
3.10CenterPoint Energy’s Form 10-K for the year ended December 31, 20111-314473(c)x
3.11CenterPoint Energy’s Form 8-K dated August 22, 20181-314473.1x
3.12CenterPoint Energy’s Form 8-K dated September 25, 20181-314473.1x
3.13CenterPoint Energy’s Form 8-K dated May 6, 2020
1-314473.1x
4.1CenterPoint Energy’s Registration Statement on Form S-43-695024.1x
4.2CenterPoint Energy’s Form 8-K dated August 22, 20181-314474.1x
4.3CenterPoint Energy’s Form 8-K dated September 25, 20181-314474.1x
4.4CenterPoint Energy’s Form 8-K dated September 25, 20181-314474.2x
4.5CenterPoint Energy’s Form 8-K dated September 25, 20181-314474.3x
4.6CenterPoint Energy’s Form 8-K dated March 3, 20161-314474.1x
4.7CenterPoint Energy’s Form 8-K dated March 3, 20161-314474.2xx
4.8CenterPoint Energy’s Form 8-K dated March 3, 20161-314474.3xx
4.9CenterPoint Energy’s Form 8-K dated June 16, 20171-314474.1x
4.10CenterPoint Energy’s Form 8-K dated May 25, 20181-314474.1x
4.11CenterPoint Energy’s Form 8-K dated June 16, 20171-314474.2xx
4.12CenterPoint Energy’s Form 8-K dated June 16, 20171-314474.3xx
98

Table of Contents
Exhibit
Number
DescriptionReport or Registration
Statement
SEC File or
Registration
Number
Exhibit
Reference
CenterPoint EnergyHouston ElectricCERC
4.13Vectren’s Form 8-K dated July 17, 20171-1546710.1x
4.14Vectren’s Form 8-K dated September 18, 20181-1546710.1x
4.15CenterPoint Energy’s Form 10-Q for the quarter ended June 30, 20191-314474.17x
4.16CenterPoint Energy’s Form 8-K dated May 15, 20191-314474.1x
4.17CenterPoint Energy’s Form 8-K dated May 6, 2020
1-314474.1x
4.18CenterPoint Energy’s Form 8-K dated May 6, 2020
1-314474.2x
4.19CenterPoint Energy’s Form 8-K dated May 6, 2020
1-314474.3x
4.20CenterPoint Energy’s Form 8-K dated May 6, 2020
1-314474.4x
4.21CenterPoint Energy’s Form 8-K dated May 6, 2020
1-314474.5x
4.22CERC’s Form 8-K dated February 5, 19981-132654.1x
+4.23x
10.1Form 8-K of CenterPoint Energy, Inc. dated June 30, 2020
1-3144710.1x
10.2

Form 8-K of CenterPoint Energy, Inc. dated June 30, 2020
1-3144710.2x
10.3

Form 8-K of CenterPoint Energy, Inc. dated June 30, 2020
1-3144710.3x
99

Table of Contents
Exhibit
Number
DescriptionReport or Registration
Statement
SEC File or
Registration
Number
Exhibit
Reference
CenterPoint EnergyHouston ElectricCERC
10.4Form 8-K of CenterPoint Energy, Inc. dated June 30, 20201-3144710.4x
10.5Form 8-K of CenterPoint Energy, Inc. dated September 15, 20201-3144710.1xxx
10.6Form 8-K of CenterPoint Energy, Inc. dated May 6, 20201-3144710.1x
+31.1.1x
+31.1.2x
+31.1.3x
+31.2.1x
+31.2.2x
+31.2.3x
+32.1.1x
+32.1.2x
+32.1.3x
+32.2.1x
+32.2.2x
+32.2.3x
+101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documentxxx
+101.SCHInline XBRL Taxonomy Extension Schema Documentxxx
+101.CALInline XBRL Taxonomy Extension Calculation Linkbase Documentxxx
+101.DEFInline XBRL Taxonomy Extension Definition Linkbase Documentxxx
+101.LABInline XBRL Taxonomy Extension Labels Linkbase Documentxxx
+101.PREInline XBRL Taxonomy Extension Presentation Linkbase Documentxxx
+104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)xxx
*Schedules to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedules will be furnished supplementally to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.
100

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

Date: November 5, 2020



101