No Registrant makes any representations as to the information related solely to CenterPoint Energy or the subsidiaries of CenterPoint Energy other than itself.



The following combined discussion and analysis should be read in combination
with the consolidated financial statements included in Item 8 herein. 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.
Unless the context indicates otherwise, specific references to Houston Electric
and CERC also pertain to CenterPoint Energy. In this combined Form 10-K, the
terms "our," "we" and "us" are used as abbreviated references to CenterPoint
Energy, Inc. together with its consolidated subsidiaries.

                                    OVERVIEW

Background

CenterPoint Energy, Inc. is a public utility holding company and owns interests
in Enable. CenterPoint Energy's operating subsidiaries own and operate electric
transmission, distribution and generation and natural gas distribution
facilities, and provide energy performance contracting and sustainable
infrastructure services. For a detailed description of CenterPoint Energy's
operating subsidiaries and discontinued operations, please read Note 1 to the
consolidated financial statements.

Houston Electric is an indirect, wholly-owned subsidiary of CenterPoint Energy
that provides electric transmission service to transmission service customers in
the ERCOT region and distribution service to REPs serving the Texas Gulf Coast
area that includes the city of Houston.

CERC Corp. is an indirect, wholly-owned subsidiary of CenterPoint Energy that
owns and operates natural gas distribution facilities in six states, with
operating subsidiaries that own and operate permanent pipeline connections
through interconnects with various interstate and intrastate pipeline companies,
and provide temporary delivery of LNG and CNG throughout the contiguous 48
states.

Reportable Segments



In this Management's Discussion and Analysis, we discuss our results from
continuing operations on a consolidated basis and individually for each of our
reportable segments, which are listed below. We also discuss our liquidity,
capital resources and critical accounting policies. We are first and foremost an
energy delivery company and it is our intention to remain focused on these
segments of the energy business. The results of our business operations are
significantly impacted by weather, customer growth, economic conditions, cost
management, competition, rate proceedings before regulatory agencies and other
actions of the various regulatory agencies to whose jurisdiction we are subject,
among other factors.

During the fourth quarter of 2020, CenterPoint Energy's CODM requested that the
financial information for the electric businesses be presented on an aggregated
basis for review, resulting in one Electric reportable segment, comprised of
Houston Electric and Indiana Electric. Also, the Natural Gas Distribution
reportable segment was renamed Natural Gas. Additionally, during the fourth
quarter of 2020, CenterPoint Energy's CODM requested that the CERC corporate
functions be included within the financial results of CenterPoint Energy's
Natural Gas reportable segment for review purposes. During the fourth quarter of
2020, CERC's CODM requested that the CERC corporate functions be included within
the financial results of CERC's Natural Gas reportable segment for review
purposes. As a result of this change, and following the divestiture of the
Energy Services Disposal Group, CERC now consists of a single reportable
segment. Houston Electric also consists of a single reportable segment.

As of December 31, 2020, CenterPoint Energy's reportable segments were Electric, Natural Gas and Midstream Investments.



•The Electric reportable segment includes electric transmission and distribution
services in Houston Electric's transmission and distribution service territory
that are subject to rate regulation and impacts of generation-related stranded
costs and other true-up balances recoverable by the regulated electric utility
and energy delivery services to electric customers and electric generation
assets to serve its electric customers and optimize those assets in the
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wholesale power market in Indiana Electric's transmission and distribution service territory. For further information about the Electric reportable segment, see "Business - Our Business - Electric" in Item 1 of Part I of this report.



•The Natural Gas reportable segment includes natural gas distribution services
that are subject to rate regulation in CenterPoint Energy's and CERC's service
territories, as well as home appliance maintenance and repair services to
customers in Minnesota and home repair protection plans to natural gas customers
in Texas and Louisiana through a third party. For further information about the
Natural Gas reportable segment, see "Business - Our Business - Natural Gas" in
Item 1 of Part I of this report.

•The Midstream Investments reportable segment includes CenterPoint Energy's
equity investment in Enable and is dependent upon the results of Enable, which
are driven primarily by the volume of natural gas, NGLs and crude oil that
Enable gathers, processes and transports across its systems and other factors as
discussed below under "- Factors Influencing Midstream Investments." On February
16, 2021, Enable entered into the Enable Merger Agreement. At the closing of the
transactions contemplated by the Enable Merger Agreement, if and when it occurs,
Energy Transfer will acquire all of Enable's outstanding equity interests,
including all Enable common units and Enable Series A Preferred Units held by
CenterPoint Energy, and in return CenterPoint Energy will receive Energy
Transfer common units and Energy Transfer Series G Preferred Units. For further
information about the Midstream Investments reportable segment, see "Business -
Our Business - Midstream Investments" in Item 1 of Part I of this report. For
further information on the Enable Merger, see Note 22 to the consolidated
financial statements.

CenterPoint Energy's Corporate and Other includes office buildings and other
real estate used for business operations, energy performance contracting and
sustainable infrastructure services and other corporate support operations.

                               EXECUTIVE SUMMARY

We expect our and Enable's businesses to continue to be affected by the key
factors and trends discussed below. Our expectations are based on assumptions
made by us and information currently available to us. To the extent our
underlying assumptions about, or interpretations of, available information prove
to be incorrect, our actual results may vary materially from our expected
results.

Factors Influencing Our Businesses and Industry Trends



We are an energy delivery company. The majority of our revenues are generated
from the transmission and delivery of electricity and the sale of natural gas by
our subsidiaries. On February 1, 2019, we acquired Vectren for approximately
$6 billion in cash. Through its subsidiaries, Vectren's operations consist of
utility and non-utility businesses. The utility operations include three public
utilities, Indiana Gas, SIGECO and VEDO, which, in the aggregate, provide
natural gas distribution and transportation services to nearly 67% of Indiana
and about 20% of Ohio and electric transmission and distribution services to
southwestern Indiana, including power generating and wholesale power
operations. In total, these utility operations supply natural gas and
electricity to over one million customers in Indiana and Ohio. The non-utility
operations included ESG and Infrastructure Services. ESG provides energy
services through performance-based energy contracting operations and sustainable
infrastructure services, such as renewables, distributed generation and combined
heat and power projects. ESG assists schools, hospitals, governmental facilities
and other private institutions with reducing energy and maintenance costs by
upgrading their facilities with energy-efficient equipment. ESG operates
throughout the United States. Infrastructure Services, through its wholly-owned
subsidiaries, provided underground pipeline and repair services to many
utilities, including our utilities, as well as other industries. Concurrent with
the completion of the Merger in 2019, we added two new reportable segments,
Indiana Electric Integrated and Infrastructure Services. 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. For further information, see Note 4 to the
consolidated financial statements. During the fourth quarter of 2020,
CenterPoint Energy's CODM requested that the financial information for the
electric businesses be presented on an aggregated basis for review, resulting in
one Electric reportable segment, comprised of Houston Electric and Indiana
Electric. See Note 18 for further changes on reportable segments during 2020.

To assess our financial performance, our management primarily monitors net
income and cash flows, among other things, from our reportable segments. Within
these broader financial measures, we monitor margins, interest expense, capital
spending and working capital requirements. In addition to these financial
measures, we also monitor a number of variables that management considers
important to our reportable segments, including the number of customers,
throughput, use per customer,
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commodity prices and heating and cooling degree days. From an operational standpoint, we monitor operation and maintenance expense, safety factors, system reliability and customer satisfaction to gauge our performance.



The nature of our businesses requires significant amounts of capital investment,
and we rely on internally generated cash, borrowings under our credit
facilities, proceeds from commercial paper and issuances of debt and equity in
the capital markets to satisfy these capital needs. With respect to CERC, we
intend to use proceeds from any potential asset sales, including the potential
dispositions of our Natural Gas businesses in Arkansas and Oklahoma, to satisfy
a portion of its capital needs. We strive to maintain investment grade ratings
for our securities to access the capital markets on terms we consider
reasonable. A reduction in our ratings generally would increase our borrowing
costs for new issuances of debt, as well as borrowing costs under our existing
revolving credit facilities, and may prevent us from accessing the commercial
paper markets. Disruptions in the financial markets can also affect the
availability of new capital on terms we consider attractive. In those
circumstances, we may not be able to obtain certain types of external financing
or may be required to accept terms less favorable than they would otherwise
accept. For that reason, we seek to maintain adequate liquidity for our
businesses through existing credit facilities and prudent refinancing of
existing debt.

To the extent adverse economic conditions affect our suppliers and customers,
results from our energy delivery businesses may suffer. For example, the
economic impacts of COVID-19 have been felt nationwide, with every region of the
country experiencing deep reductions in employment in the second quarter of
2020. We believe that all of the states that we serve have improved economically
since then and continue to recover, although at different rates. Each state has
a unique economy and is driven by different industrial sectors. Our largest
customers reflect the diversity in industries in the states across our
footprint. For example, Houston Electric is largely concentrated in Houston,
Texas, a diverse economy where a higher percentage of employment is tied to the
energy sector relative to other regions of the country. Although the Houston
area represents a large part of our customer base, we have a diverse customer
base throughout the eight states our utility businesses serve. In Minnesota, for
instance, education and health services are the state's largest sectors, whereas
Arkansas has a large food manufacturing industry. Indiana and Ohio are impacted
by changes in the Midwest economy in general and changes in particular
industries concentrated in the Midwest such as automotive, feed and grain
processing. Some industries are driven by population growth like education and
health care, while others may be influenced by strength in the national or
international economy.

Also, adverse economic conditions, coupled with concerns for protecting the
environment and increased availability of alternate energy sources, may cause
consumers to use less energy or avoid expansions of their facilities, including
natural gas facilities, resulting in less demand for our services. Long-term
national trends indicate customers have reduced their energy consumption, which
could adversely affect our results. However, due to more affordable energy
prices and continued economic improvement in the areas we serve, the trend
toward lower usage has slowed. To the extent population growth is affected by
lower energy prices and there is financial pressure on some of our customers who
operate within the energy industry, there may be an impact on the growth rate of
our customer base and overall demand. Despite the overall economic impact of the
recession, housing growth has continued and accelerated in 2020. Lower interest
rates have helped single family housing starts in the Houston and Minneapolis to
exceed growth in previous years. Multifamily residential customer growth is
affected by the cyclical nature of apartment construction. Beginning in 2019 and
continuing through 2020, a new construction cycle in Houston helped overall
residential customer growth to surpass the long-term trend of 2%. Management
expects residential meter growth for Houston Electric to remain in line with
long term trends at approximately 2%. Typical customer growth in the
jurisdictions served by the Natural Gas reportable segment is approximately 1%.
CERC's Natural Gas customer growth was 1.7% for 2020, which is slightly higher
than in previous years. Management expects residential meter growth for CERC to
remain in line with long term trends at approximately 1%.

Performance of the Electric reportable segment and the Natural Gas reportable
segment is significantly influenced by energy usage per customer, which is
significantly impacted by weather conditions. For Houston Electric, revenues are
generally higher during the warmer months when more electricity is used for
cooling purposes. For Indiana Electric, a significant portion of its sales are
for space heating and cooling. Consequently, as in certain past years, Indiana
Electric's results of operations may be adversely affected by warmer-than-normal
heating season weather or colder-than-normal cooling season weather. For CERC's
Natural Gas, demand for natural gas for heating purposes is generally higher in
the colder months. Therefore, we compare our results on a weather-adjusted
basis.

In 2020, the Houston area experienced weather that was warmer than normal
compared to 2019. Although the summer months were somewhat hotter than normal,
the warmer than normal temperatures started early in the year with a mild
winter. Our Natural Gas service territories experienced warmer weather in 2020
than it has since 2017. Historically, both CenterPoint Energy's TDU and CERC's
Natural Gas have utilized weather hedges to help reduce the impact of mild
weather on their financial results. CenterPoint Energy's TDU and CERC's Natural
Gas entered into a weather hedge for the 2019-2020 winter heating season in
Texas where no weather normalization mechanisms exist. In CERC's non-Texas
jurisdictions, weather
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normalization mechanisms or decoupling in the Minnesota division help to mitigate the impact of abnormal weather on our financial results.



In our Natural Gas Indiana and Ohio service territories, normal temperature
adjustment and decoupling mechanisms largely mitigate the effect that would
otherwise be caused by variations in volumes sold to these customers due to
weather and changing consumption patterns. Our Natural Gas operations in Ohio
has a straight fixed variable rate design for its residential customers. This
rate design mitigates approximately 90% of the Ohio service territory's weather
risk and risk of decreasing consumption specific to its small customer classes.
While Indiana Electric has neither a normal temperature adjustment mechanism nor
a decoupling mechanism, rate designs provide for a lost margin recovery
mechanism that operates in tandem with conservation initiatives.

Sales of natural gas to residential and commercial customers by Indiana Gas,
SIGECO and VEDO are largely seasonal and are impacted by weather. Trends in the
average consumption among natural gas residential and commercial customers have
tended to decline as more efficient appliances and furnaces are installed, and
as these utilities have implemented conservation programs.

For CERC's Natural Gas in Minnesota and Arkansas, rate adjustment mechanisms
counter the impact of changes in customer usage. In addition, in many of our
service areas, particularly in the Houston area and Minnesota, as applicable to
each registrant, we have benefited from growth in the number of customers. We
anticipate that this trend will continue as the regions' economies continue to
grow. The profitability of our businesses is influenced significantly by the
regulatory treatment we receive from the various state and local regulators who
set our electric and natural gas distribution rates.

For details related to our pending and completed regulatory proceedings and orders in 2020 and to date in 2021, see "-Liquidity and Capital Resources -Regulatory Matters" in Item 7 of Part II of this report, which discussion is incorporated herein by reference.



We believe the long-term outlook for ESG's performance contracting and
sustainable infrastructure opportunities remains strong with continued national
focus expected on energy conservation and sustainability, renewable energy and
security as power prices across the country rise and customer focus on new,
efficient and clean sources of energy grows.

The regulation of natural gas pipelines and related facilities by federal and
state regulatory agencies affects CenterPoint Energy's and CERC's businesses. In
accordance with natural gas pipeline safety and integrity regulations,
CenterPoint Energy and CERC are making, and will continue to make, significant
capital investments in their service territories, which are necessary to help
operate and maintain a safe, reliable and growing natural gas system.
CenterPoint Energy's and CERC's compliance expenses may also increase as a
result of preventative measures required under these regulations. Consequently,
new rates in the areas they serve are necessary to recover these increasing
costs.

Consistent with the regulatory treatment of pension costs, the Registrants defer
the amount of pension expense that differs from the level of pension expense
included in the Registrants' base rates for the Electric reportable segment and
Natural Gas reportable segment in their Texas jurisdictions. CenterPoint Energy
expects to contribute a minimum of approximately $61 million to its pension
plans in 2021.

Factors Influencing Midstream Investments (CenterPoint Energy)
The results of CenterPoint Energy's Midstream Investments reportable segment are
dependent upon the results of Enable, which are driven primarily by the volume
of natural gas, NGLs and crude oil that Enable gathers, processes and transports
across its systems. These volumes depend significantly on the level of
production from natural gas wells connected to Enable's systems across a number
of U.S. mid-continent markets. Aggregate production volumes are affected by the
overall amount of oil and gas drilling and completion activities. Production
must be maintained or increased by new drilling or other activity, because the
production rate of oil and gas wells declines over time.

Enable expects its business to continue to be impacted by the trends affecting
the midstream industry. Enable's outlook is based on its management's
assumptions regarding the impact of these trends that it has developed by
interpreting the information currently available to it. If Enable management's
assumptions or interpretation of available information prove to be incorrect,
Enable's future financial condition and results of operations may differ
materially from its expectations.

Enable's business is impacted by commodity prices, which have remained historically low and otherwise experienced significant volatility in recent years, including due to the effects of the COVID-19 pandemic, among other factors. Commodity prices impact the drilling and production of natural gas and crude oil in the areas served by Enable's systems, and the volumes


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on its systems can be negatively impacted if producers decrease drilling and
production in those areas served. A decrease in volumes on Enable's systems due
to a decrease in drilling or production by its producer customers could
adversely affect Enable's results. In addition, Enable's processing arrangements
expose it to commodity price fluctuations. Enable has attempted to mitigate the
impact of commodity prices on its business by entering into hedges, focusing on
contracting fee-based business and converting existing commodity-based contracts
to fee-based contracts. Prior to the COVID-19 pandemic, the price of natural
gas, NGLs and crude oil had begun to decline due to oversupply. The price of,
and global demand for, these commodities declined significantly during the first
half of 2020 as a result of the ongoing economic effects of the COVID-19
pandemic and the significant governmental measures being implemented to control
the spread of the virus, which was further exacerbated by the dispute in the
first quarter of 2020 over crude oil production levels between Russia and
members of OPEC led by Saudi Arabia. For further information on the impact of
these conditions on Enable, see "Significant Events-Enable Quarterly
Distributions" below. Subsequent to an agreement in April 2020 by a coalition of
nations to reduce production of crude oil and the increase in global economic
activity as governmental measures implemented to control the pandemic have
eased, the price of crude oil has begun to rise relative to the 2020 production
low. In response to crude oil price increases, crude oil, associated natural gas
and NGL production has begun to increase.

Enable's long-term view is that natural gas and crude oil will continue to be a
critical component of energy demand in the United States and worldwide because
natural gas has lower emissions and is a practical fuel for a variety of
applications. As electric energy demand continues to grow, Enable's management
believes that natural gas will continue to replace coal. As the global market
for LNG continues to develop, Enable's management believes that natural gas
supply in the United States is well positioned to address demand in the United
States, as well as in other areas of the world, including Western Europe and
Asia. As the desire to lower emissions continues, Enable's management believes
that natural gas will be seen as a practical alternative to higher-emissions
liquids fuels, such as bunker fuels in international shipping. Supplies of crude
oil have risen primarily from the success of unconventional drilling in tight
oil plays across the United States. Liquid fuels derived from crude oil have
remained a primary source of energy in the United States, and exports of crude
oil and liquid fuels from the United States have risen dramatically over the
last five years. As the supply of crude oil has increased in the United States,
Enable's management believes that the United States will continue to be a source
of supply to the global crude oil market.

For information on the Enable Merger, see Note 22 to the consolidated financial statements.



Significant Events

February 2021 Winter Storm Event. In February 2021, portions of the United
States experienced an extreme and unprecedented winter weather event resulting
in corresponding electricity generation shortages, including in Texas, and
natural gas shortages and increased wholesale prices of natural gas in the
United States. Many Houston Electric and, to a lesser extent, CERC customers
have been severely impacted by outages in electricity and natural gas delivery
during the February 2021 Winter Storm Event. As a result of this weather event,
the governors of Texas, Oklahoma and Louisiana have declared states of either
disaster or emergencies in their respective states. Subsequently, President
Biden also approved major disaster declarations for all or parts of Texas,
Oklahoma and Louisiana.

CenterPoint Energy has a corporate response planning team comprised of employees
across the organization, including members of senior management, that assesses
risks to its business, including for health, safety and environmental matters
and personnel issues, and has addressed various impacts of the February 2021
Winter Storm Event as such impacts have developed. The corporate response
planning team has coordinated additional support for operations and other
personnel responding directly to the February 2021 Winter Storm Event.

The February 2021 Winter Storm Event has had, and may continue to have,
financial impacts on CenterPoint Energy, Houston Electric and CERC, including
substantial increases in prices for natural gas, decreased revenues at Houston
Electric due to ERCOT-mandated outages, the need to raise additional external
financing to pay for natural gas working capital, potential impacts to credit
metrics, significant impacts to the REPs serving customers of Houston Electric,
including the REPs' ability to pay invoices, increases in bad debt expense,
issues with counterparties and customers, litigation and investigations or
inquiries from government or regulatory agencies and entities, and other
financial impacts. CenterPoint Energy does not anticipate meaningful long-term
changes to its credit profile or credit ratings given its anticipated access to
external financing sources and the regulatory mechanisms that are in place to
recover these excess costs. See Note 22 to the consolidated financial statements
and "Management's Discussion and Analysis of Financial Condition and Results of
Operations - Certain Factors Affecting Future Earnings" and " - Liquidity and
Capital Resources - Future Sources and Uses of Cash" below 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,
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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 significantly worsened in the United
States during the winter months, which caused federal, state and local
governments to reconsider restrictions on business and social activities,
resulting in the curtailment of the re-opening of the economy.

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 2020, we have had to restrict access to
certain office locations around the United States. However, as of the date of
this Form 10-K, 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, potentially delaying certain work types as appropriate, 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 Natural Gas service territories were impacted by Hurricane Laura
in August 2020, as well as Hurricanes Sally, Delta and Zeta in October 2020.
While our Natural Gas field personnel assessed and stabilized our impacted
Natural Gas 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, Sally, Delta and Zeta.

Our first priority in our response to this pandemic 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 our business, including for health, safety
and environmental matters and personnel issues, and addresses various impacts of
the situation, as they have developed. Throughout the year, this corporate
response planning team has provided periodic updates on COVID-19 to the Board of
Directors, which has responsibility for, and is actively involved in, the
oversight of risks that could impact CenterPoint Energy. 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 supplemented. We are
continuing to work with our suppliers on any 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.

The extended slowdown of economic growth, decreased demand for commodities and
material changes in governmental or regulatory policy in the United States has
resulted in, and could continue to result in, lower growth, including, in
certain instances, 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 either expired or may expire
during the
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second quarter of 2021 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 REPs
meeting their payment obligations since March 2020. In our Natural Gas 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 expired in certain of the Registrants' service territories. As
a result of the disconnect moratoriums across our Natural Gas service
territories and other payment deferrals or arrangements, days outstanding on
receivables and uncollectible accounts have increased, resulting in an increase
to allowance for credit losses. 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 Natural Gas 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 related in part to the COVID-19 pandemic 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 consolidated financial
statements. 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. No triggering events occurred and no impairment tests were performed for
subsequent periods.

As of the date of this Form 10-K, 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 and availability of effective treatments, including those who may or
may not take advantage of such 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 I of this Form 10-K.

Enable Quarterly Distributions. The price of, and global demand for, natural
gas, NGLs and crude oil declined significantly in the first half of 2020 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 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
announced and began 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.

                                       50
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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 $1,428
million on its investment in Enable for the year ended December 31, 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 11 to the
consolidated financial statements.

Board of Director Appointments. On May 6, 2020, the Board of Directors appointed
David J. Lesar and Barry T. Smitherman to the Board of Directors effective
immediately. On June 30, 2020, the Board of Directors appointed Earl M. Cummings
to the Board of Directors, effective July 1, 2020. On February 19, 2021, the
Board of Directors appointed Wendy Montoya Cloonan to the Board of Directors,
effective immediately.

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 made final recommendations to the full Board of Directors for its
consideration. As announced in December 2020, CenterPoint Energy's business
strategy incorporated the Business Review and Evaluation Committee's
recommendations to increase its planned capital expenditures in its electric and
Natural Gas businesses to support rate base growth and sell certain of its
Natural Gas businesses located in Arkansas and Oklahoma as a means to
efficiently finance a portion of such increased capital expenditures, among
other recommendations.

Enable Merger Agreement. On February 16, 2021, Enable entered into the Enable
Merger Agreement. At the closing of the transactions contemplated by the Enable
Merger Agreement, if and when it occurs, Energy Transfer will acquire all of
Enable's outstanding equity interests, including all Enable common units and
Enable Series A Preferred Units held by CenterPoint Energy, and in return
CenterPoint Energy will receive Energy Transfer common units and Energy Transfer
Series G Preferred Units.

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
4 to the consolidated financial statements.

Regulatory Proceedings. A settlement was reached in the Houston Electric base
rate case 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 in 2020 and to date in 2021, 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 13 to the
consolidated 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 4.50% senior notes
due 2021, which were redeemed in full in October 2020. In October 2020, CERC
Corp. issued $500 million aggregate principal amount of senior notes. In
December 2020, CenterPoint Energy provided notice of redemption relating to $250
million aggregate principal amount of its outstanding $500 million aggregate
principal amount 3.85% senior notes due 2024, which were redeemed in January
2021. On February 4, 2021, each of CenterPoint Energy, Houston Electric, CERC
Corp. and VUHI replaced their
                                       51
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existing revolving credit facilities with new credit facilities totaling $4.0
billion in commitments. For more information, see Note 14 to the consolidated
financial statements.

                   CERTAIN FACTORS AFFECTING FUTURE EARNINGS

Our past earnings and results of operations are not necessarily indicative of
our future earnings and results of operations. The magnitude of our and Enable's
future earnings and results of our and Enable's operations will depend on or be
affected by numerous factors that apply to all Registrants unless otherwise
indicated including:

•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;
•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, including impacts from the February
2021 Winter Storm Event;
•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), as well as any changes under the Biden
administration, and uncertainties involving state commissions' and local
municipalities' regulatory requirements and determinations regarding the
treatment of EDIT and our rates;
                                       52
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•our ability to mitigate weather impacts through normalization or rate
mechanisms, and the effectiveness of such mechanisms;
•actions by credit rating agencies, including any potential downgrades to credit
ratings;
•matters affecting regulatory approval, legislative actions, construction,
implementation of necessary technology or other issues with respect to major
capital projects that result in delays or cancellation or in 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, cost recovery of
generation plant costs and related assets, and CenterPoint Energy's carbon
emissions reduction targets;
•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 generation transition
plan as part of its most recent 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;
•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 the recommendations of the Business Review and Evaluation
Committee of the Board of Directors, restructurings, joint ventures and
acquisitions or dispositions of assets or businesses, including our proposed
sale of our Natural Gas businesses in Arkansas and Oklahoma and the Enable
Merger, which we cannot assure will be completed or will have the anticipated
benefits to us 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 energy and environmental
policies under the Biden administration;
•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 this report and in
other reports that the Registrants file from time to time with the SEC.

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             CENTERPOINT ENERGY CONSOLIDATED RESULTS OF OPERATIONS

CenterPoint Energy's results of operations are affected by seasonal fluctuations
in the demand for electricity and natural gas. CenterPoint Energy's results of
operations are also affected by, among other things, the actions of various
governmental authorities having jurisdiction over rates its subsidiaries charge,
debt service costs, income tax expense, its subsidiaries ability to collect
receivables from REPs and customers and its ability to recover its regulatory
assets. 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
this report.

Income (loss) available to common shareholders for the years ended December 31, 2020, 2019 and 2018 was as follows:


                                                                  Year Ended December 31,                          Favorable (Unfavorable)
                                                         2020              2019 (1)            2018          2020 to 2019         2019 to 2018
                                                                                            (in millions)
Electric                                             $      230          $     419          $   334          $    (189)         $          85
Natural Gas                                                    278             251               98                 27                    153
Total Utility Operations                                    508                670              432               (162)                   238
Midstream Investments (2)                                (1,116)               131              224             (1,247)                   (93)
Corporate & Other (3)                                      (159)              (236)            (295)                77                     59
Discontinued Operations                                    (182)               109              (28)              (291)                   137
 Total CenterPoint Energy                            $     (949)         $     674          $   333          $  (1,623)         $         341


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

(2)For a discussion of earnings from CenterPoint Energy's equity investment in Enable, see Note 11 to the consolidated financial statements.

(3)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.

2020 Compared to 2019



Net Income. CenterPoint Energy reported a loss available to common shareholders
of $949 million for 2020 compared to income available to common shareholders of
$674 million for 2019.

The decrease in income available to common shareholders of $1,623 million was primarily due to the following key factors:



•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 11 to the consolidated financial statements;
•the impairment of Indiana Electric further discussed in Note 6 to the
consolidated 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 decreases were partially offset by:



•rate relief;
•continued customer growth;
•operation and maintenance expense discipline; and
•the impact of twelve months in 2020 versus eleven months in 2019 for businesses
acquired in the Merger.

2019 Compared to 2018

Net Income. CenterPoint Energy reported income available to common shareholders of $674 million for 2019 compared to $333 million for 2018.


                                       54
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The increase in income available to common shareholders of $341 million was primarily due to the following key factors:



•gains on marketable securities, net of losses on the underlying value of the
indexed debt securities related to the ZENS;
•the impact of eleven months of results in 2019 for businesses acquired in the
Merger;
•rate relief;
•continued customer growth; and
•operation and maintenance expense discipline.

These increases were partially offset by:



•increased interest expense primarily resulting from higher outstanding
long-term debt used to finance the Merger and additional long-term debt acquired
in the Merger, discussed further in Notes 4 and 14 to the consolidated financial
statements;
•decreased earnings at Enable further discussed in Note 11 to the consolidated
financial statements; and
•increased preferred stock dividend requirements.

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 4 to the consolidated
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 4 to the consolidated financial statements.

Income Tax Expense. For a discussion of effective tax rate per period, see Note 15 to the consolidated financial statements.

CENTERPOINT ENERGY'S RESULTS OF OPERATIONS BY REPORTABLE SEGMENT



As of January 1, 2020, CenterPoint Energy's CODM viewed 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. During
the fourth quarter of 2020, CenterPoint Energy's CODM requested that the
financial information for the electric businesses be presented on an aggregated
basis for review, resulting in one Electric reportable segment, comprised of
Houston Electric and Indiana Electric. Also, the Natural Gas Distribution
reportable segment was renamed Natural Gas. Additionally, during the fourth
quarter of 2020, CenterPoint Energy's CODM requested that the CERC corporate
functions be included within the financial results of CenterPoint Energy's
Natural Gas reportable segment for review purposes. 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 two reportable segments, Electric and
Natural Gas, 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. A discussion of
CenterPoint Energy's Midstream Investments reportable segment results is
included in the discussion of CenterPoint Energy's consolidated results above.

                                       55
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ELECTRIC



The following table provides summary data of CenterPoint Energy's Electric
reportable segment:
                                                          Year Ended December 31,                              Favorable (Unfavorable)
                                               2020               2019 (1)               2018             2020 to 2019          2019 to 2018
                                                              (in millions, except throughput, weather and customer data)
Revenues                                  $     3,470          $     3,519

$ 3,232 $ (49) $ 287 Utility natural gas, fuel and purchased power

                                             147                  149                    -                   (2)                 149
Revenues less Utility natural gas, fuel
and purchased power                             3,323                3,370                3,232                  (47)                 138
Expenses:
Operation and maintenance                       1,704                1,656                1,452                  (48)                (204)
Depreciation and amortization                     663                  739                  917                   76                  178
Taxes other than income taxes                     268                  261                  240                   (7)                 (21)
Goodwill Impairment (2)                           185                    -                    -                 (185)                   -
Total expenses                                  2,820                2,656                2,609                 (164)                 (47)
Operating Income                                  503                  714                  623                 (211)                  91
Other Income (Expense):
Interest and other finance charges               (220)                (225)                (197)                   5                  (28)
Interest income                                     3                   27                    5                  (24)                  22
Other income (expense), net                        16                   (1)                  (8)                  17                    7
Income before income taxes                        302                  515                  423                 (213)                  92
Income tax expense (benefit)                       72                   96                   89                   24                   (7)
Net income                                $       230          $       419          $       334          $      (189)          $       85
Throughput (in GWh):
Residential                                    32,630               31,605               30,405                    3   %                4   %
Total                                          98,647               96,866               90,409                    2   %                7   %
Weather (percentage of normal weather for
service area):
Cooling degree days                               109  %               109  %               103  %                 -   %                6   %
Heating degree days                                85  %                96  %               104  %               (11)  %               (8)  %
Number of metered customers at end of
period:
Residential                                 2,433,474            2,372,135            2,198,225                    3   %                8   %
Total                                       2,749,116            2,682,228            2,485,370                    2   %                8   %


(1)Includes only February 1, 2019 through December 31, 2019 results of acquired
electric businesses due to the Merger.
(2)For information related to the goodwill impairment at the Indiana Electric
reporting unit, see Note 6 to the consolidated financial statements.


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The following table provides variance explanations by major income statement caption for the Electric reportable segment:

Favorable (Unfavorable)


                                                                      2020 

to 2019 2019 to 2018

(in millions)

Revenues less Utility natural gas, fuel and purchased power Customer rates and impact of the change in rate design

$       (289)         $         (4)
Impacts of COVID-19                                                           (40)                    -
Weather impacts and other usage                                               (17)                  (20)

Impacts from increased peak demand in 2019, collected in rates in 2020

                                                                        19                     -

Transmission Revenues, including TCOS and TCRF and impact of the change in rate design, inclusive of costs billed by transmission providers

                                                        363                    67

Refund of protected and unprotected EDIT, offset in income tax expense

                                                                       (31)                   15

Equity return, related to the annual true-up of transition charges for amounts over or under collected in prior periods

                  (14)                  (29)
Customer growth                                                                37                    28

Miscellaneous revenues, primarily related to service connections

                                                                    11                    15
AMS, offset in depreciation and amortization below                             (3)                  (29)
Bond Companies                                                               (124)                 (281)

Pass-Through Revenues (offset in operation and maintenance below)

                                                                          2                     -
Energy efficiency, offset in operation and maintenance                          5                     2

Eleven months of incremental margin from the acquisition of Indiana Electric in 2019

                                                        -                   374

Twelve months in 2020 versus eleven months in 2019 for Indiana Electric due to Merger

                                                         34                     -
                                                         Total       $      

(47) $ 138


                  Operation and maintenance
Transmission costs billed by transmission providers, offset in
revenues                                                             $        (61)         $        (57)
Labor and benefits                                                             (2)                   15
Contract services                                                              12                     6
Support services                                                              (13)                   24

All other operation and maintenance expense, including materials and supplies and insurance

                                           14                     -
Merger related expenses, primarily severance and technology                    20                   (10)
Bond Companies                                                                  1                     1
Energy efficiency, offset in revenues                                           -                    (4)

Pass Through Expenses (offset in Revenues less Utility natural gas, fuel and purchased power)

                                                 (2)                    -

Eleven months of incremental operation and maintenance from the acquisition of Indiana Electric in 2019

                                     -                  (179)

Twelve months in 2020 versus eleven months in 2019 for Indiana Electric due to Merger

                                                        (17)                    -
                                                         Total       $      

(48) $ (204)


                Depreciation and amortization
Ongoing additions to plant-in-service                                $        (31)         $        (19)
AMS, offset by revenues                                                        (1)                   28
Bond Companies                                                                116                   260

Eleven months of incremental depreciation and amortization from acquisition of Indiana Electric

                                            -                   (91)

Twelve months in 2020 versus eleven months in 2019 for Indiana Electric due to Merger

                                                         (8)                    -
                                                         Total       $      

76 $ 178


                Taxes other than income taxes
Incremental capital projects placed in service                       $         (4)         $         (1)
Franchise fees and other taxes                                                 (2)                   (6)

Eleven months of incremental taxes from acquired Electric Utility

                                                                         -                   (14)
Twelve months in 2020 versus eleven months in 2019 for Indiana
Electric                                                                       (1)                    -
                                                         Total       $         (7)         $        (21)
                     Goodwill impairment
See Note 6 for further information                                           (185)                    -
                                                         Total       $      

(185) $ -

Interest expense and other finance charges Debt to fund incremental capital projects

                            $         (5)         $        (25)
Bond Companies                                                                 12                    19

Eleven months of incremental interest expense from acquisition of Indiana Electric

                                                             -                   (22)
Twelve months in 2020 versus eleven months in 2019 for Indiana
Electric due to Merger                                                         (2)                    -
                                                         Total       $          5          $        (28)


                                       57

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                     Interest income
Investments in CenterPoint Energy Money Pool                     $       (20)         $        20
Bond Companies                                                            (4)                   2
                                                     Total       $       (24)         $        22
               Other income (expense), net
Reduction to non-service benefit cost                            $        

17 $ 2 Eleven months of incremental Other income (expense) from acquisition of Indiana Electric


-                    5
                                                     Total       $        17          $         7


Income Tax Expense. For a discussion of effective tax rate per period by Registrant, see Note 15 to the consolidated financial statements.

NATURAL GAS



The following table provides summary data of CenterPoint Energy's Natural Gas
reportable segment:
                                                        Year Ended December 31,                              Favorable (Unfavorable)
                                             2020               2019 (1)               2018             2020 to 2019          2019 to 2018
                                                            (in millions, except throughput, weather and customer data)
Revenues                                $     3,631          $     3,750

$ 3,031 $ (119) $ 719 Cost of revenues (2)

                          1,358                1,652                1,504                 (294)                 148
Revenues less Cost of revenues                2,273                2,098                1,527                  175                  571

Expenses:


Operation and maintenance                     1,032                1,070                  833                   38                 (237)
Depreciation and amortization                   454                  420                  280                  (34)                (140)
Taxes other than income taxes                   237                  206                  155                  (31)                 (51)
Total expenses                                1,723                1,696                1,268                  (27)                (428)
Operating Income                                550                  402                  259                  148                  143
Other Income (Expense)
Interest expense and other finance
charges                                        (153)                (144)                (122)                  (9)                 (22)
Interest income                                   8                    6                    1                    2                    5
Other expense, net                               (2)                 (11)                  (9)                   9                   (2)
Income from Continuing Operations
Before Income Taxes                             403                  253                  129                  150                  124
Income tax expense                              125                    2                   31                 (123)                  29
Net Income                              $       278          $       251          $        98          $        27           $      153
Throughput (in Bcf):
Residential                                     237                  246                  186                   (4)  %               32   %
Commercial and industrial                       439                  458                  285                   (4)  %               61   %
Total Throughput                                676                  704                  471                   (4)  %               49   %
Weather (percentage of 10-year average
for service area):
Heating degree days                              91  %               101  %               106  %               (10)  %               (5)  %
Number of customers at end of period:
Residential                               4,328,607            4,252,361            3,246,277                    2   %               31   %
Commercial and industrial                   349,725              349,749              260,033                    -   %               35   %
Total                                     4,678,332            4,602,110            3,506,310                    2   %               31   %

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

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


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The following table provides variance explanations by major income statement caption for the Natural Gas reportable segment:


                                                                          Favorable (Unfavorable)
                                                                     2020 to 2019          2019 to 2018
                                                                               (in millions)
               Revenues less Cost of revenues
Rate increases exclusive of the TCJA impact below                  $        

108 $ 13 Eleven months of incremental margin from acquired LDC businesses in the Merger

                                                       -                   513
Impacts of COVID-19                                                          (25)                    -
Weather and usage, excluding impacts from COVID-19                             4                    30
Customer growth                                                               20                    14

Refund of protected and unprotected EDIT, offset in income tax expense

                                                                   (5)                    6

Twelve months in 2020 versus eleven months in 2019 in Indiana and Ohio jurisdictions

                                                65                     -

Non-volumetric and miscellaneous revenue, excluding impacts from COVID-19

                                                                 15                     7
Energy efficiency, offset in operation and maintenance below                  (1)                  (14)
Gross receipts tax, offset in taxes other than income taxes
below                                                                         (6)                    2
                                                       Total       $         175          $        571
                 Operation and maintenance
Labor and benefits                                                 $        

(1) $ - Eleven months of incremental operation and maintenance from acquired LDC businesses in the Merger


   -                  (201)
Contracted services                                                           20                     -
Support services                                                             (14)                    8

Other operating and maintenance expense, including material and supplies and insurance

                                                     6                    (3)

Twelve months in 2020 versus eleven months in 2019 in Indiana and Ohio jurisdictions

                                               (14)                    -

Energy efficiency, offset in revenues less cost of revenues above

                                                                          1                    14
Merger related expenses, primarily severance and technology                   40                   (55)
                                                       Total       $        

38 $ (237)


               Depreciation and amortization
Incremental capital projects placed in service                     $        

(23) $ (12) Eleven months of incremental depreciation from acquired LDC businesses in the Merger

                                                       -                  (128)

Twelve months in 2020 versus eleven months in 2019 in Indiana and Ohio jurisdictions

                                               (11)                    -
                                                       Total       $        

(34) $ (140)


               Taxes other than income taxes

Gross receipts tax, offset in revenues less cost of revenues above

                                                              $        

6 $ (2) Eleven months of incremental taxes from acquired LDC businesses in the Merger

                                                       -                   (45)

Twelve months in 2020 versus eleven months in 2019 in Indiana and Ohio jurisdictions

                                                (6)                    -
Incremental capital projects placed in service                               (31)                   (4)
                                                       Total       $        

(31) $ (51)

Interest expense and other finance charges Debt to fund incremental capital projects

                          $          (9)         $        (22)

                                                       Total       $          (9)         $        (22)
                      Interest income
Money pool investments with CenterPoint Energy                     $        

2 $ 5


                                                       Total       $        

2 $ 5


                Other income (expense), net
Reduction to non-service benefit cost                              $           9          $         (2)
                                                       Total       $           9          $         (2)


Income Tax Expense. For a discussion of effective tax rate per period by Registrant, see Note 15 to the consolidated financial statements.


                                       59
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              HOUSTON ELECTRIC CONSOLIDATED RESULTS OF OPERATIONS

As of January 1, 2020, Houston Electric's CODM viewed net income as the measure
of profit or loss for the reportable segments rather than the previous measure
of operating income. Houston Electric consists of a single reportable segment.
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 information
regarding factors that may affect the future results of Houston Electric's
consolidated operations, please read "Risk Factors" in Item 1A of Part I of this
report.
                                                          Year Ended December 31,                              Favorable (Unfavorable)
                                              2020                  2019                 2018             2020 to 2019         2019 to 2018
                                                             (in millions, except throughput, weather and customer data)
Revenues                                 $      2,911          $     2,990          $     3,234          $      (79)          $      (244)
Expenses:
Operation and maintenance                       1,523                1,477                1,452                 (46)                  (25)
Depreciation and amortization                     560                  648                  917                  88                   269
Taxes other than income taxes                     252                  247                  240                  (5)                   (7)
Total                                           2,335                2,372                2,609                  37                   237
Operating Income                                  576                  618                  625                 (42)                   (7)
Interest and other finance charges               (199)                (203)                (197)                  4                    (6)
Interest income                                     3                   27                    5                 (24)                   22
Other income (expense), net                         7                   (6)                  (8)                 13                     2
Income before income taxes                        387                  436                  425                 (49)                   11
Income tax expense (benefit)                       53                   80                   89                  27                     9
Net income                               $        334          $       356          $       336          $      (22)          $        20
Throughput (in GWh):
Residential                                    31,244               30,334               30,405                   3   %                 -  %
Total                                          93,768               92,180               90,409                   2   %                 2  %
Weather (percentage of 10-year average
for service area):
Cooling degree days                               110  %               106  %               103  %                4   %                 3  %
Heating degree days                                72  %                96  %               104  %              (24)  %                (8) %
Number of metered customers at end of
period:
Residential                                 2,303,315            2,243,188            2,198,225                   3   %                 2  %
Total                                       2,599,827            2,534,286            2,485,370                   3   %                 2  %



                                       60

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The following table provides variance explanations by major income statement caption for the Houston Electric T&D reportable segment:


                                                                            Favorable (Unfavorable)
                                                                      2020 to 2019          2019 to 2018
                                                                                 (in millions)
                           Revenues
Customer rates and impact of the change in rate design               $       (298)         $         (4)
Impacts of COVID-19                                                           (31)                    -
Weather impacts and other usage                                                (7)                  (28)

Impacts from increased peak demand in 2019, collected in rates in 2020

                                                                        19                     -

Transmission Revenues, including TCOS and TCRF and impact of the change in rate design, inclusive of costs billed by transmission providers

                                                        364                    67

Refund of protected and unprotected EDIT, offset in income tax expense

                                                                       (32)                   15

Equity return, related to the annual true-up of transition charges for amounts over or under collected in prior periods

                  (14)                  (29)
Customer growth                                                                35                    28

Miscellaneous revenues, primarily related to service connections

                                                                     7                    15
AMS, offset in depreciation and amortization below                             (3)                  (29)
Bond Companies                                                               (124)                 (281)
Energy efficiency, offset in operation and maintenance                          5                     2
                                                         Total       $      

(79) $ (244)


                  Operation and maintenance
Transmission costs billed by transmission providers, offset in
revenues                                                             $        (61)         $        (57)
Labor and benefits                                                             (2)                   15
Contract services                                                               6                     6
Support services                                                               (6)                   24

All other operation and maintenance expense, including materials and supplies and insurance

                                           14                     -
Merger related expenses, primarily severance and technology                     2                   (10)
Bond Companies                                                                  1                     1
Energy efficiency, offset in revenues                                           -                    (4)
                                                         Total       $      

(46) $ (25)


                Depreciation and amortization
Ongoing additions to plant-in-service                                $        (31)         $        (19)
AMS, offset by revenues                                                         3                    28
Bond Companies                                                                116                   260
                                                         Total       $         88          $        269
                Taxes other than income taxes
Incremental capital projects placed in service                       $         (4)         $         (1)
Franchise fees and other taxes                                                 (1)                   (6)
                                                         Total       $      

(5) $ (7)

Interest expense and other finance charges Debt to fund incremental capital projects

                            $         (8)         $        (25)
Bond Companies                                                                 12                    19
                                                         Total       $          4          $         (6)
                       Interest income
Investments in CenterPoint Energy Money Pool                         $        (20)         $         20
Bond Companies                                                                 (4)                    2
                                                         Total       $        (24)         $         22
                 Other income (expense), net
Reduction to non-service benefit cost                                $         13          $          2

                                                         Total       $         13          $          2


Income Tax Expense. For a discussion of effective tax rate per period, see Note 15 to the consolidated financial statements.


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                    CERC CONSOLIDATED RESULTS OF OPERATIONS

As of January 1, 2020, CERC's CODM viewed net income as the measure of profit or
loss for the reportable segments rather than the previous measure of operating
income. During the fourth quarter of 2020, CERC's CODM requested that the CERC
corporate functions be included within the financial results of CERC's Natural
Gas reportable segment for review purposes. As a result of this change and
following the divestiture of the Energy Services Disposal Group, CERC now
consists of a single reportable segment, Natural Gas, formerly named Natural Gas
Distribution. Certain prior year amounts have been reclassified to conform to
the current year presentation. 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 and income tax expense, CERC's ability to
collect receivables from customers and CERC's ability to recover its regulatory
assets. For information regarding factors that may affect the future results of
CERC's consolidated operations, please read "Risk Factors" in Item 1A of Part I
of this report.
                                                          Year Ended December 31,                              Favorable (Unfavorable)
                                               2020                 2019                 2018             2020 to 2019          2019 to 2018
                                                              (in millions, except throughput, weather and customer data)
Revenues                                  $     2,763          $     3,018

$ 3,031 $ (255) $ (13) Cost of Revenues (1)

                            1,117                1,430                1,504                 (313)                 (74)
 Revenues less Cost of Revenues                 1,646                1,588                1,527                   58                   61
Expenses:
Operation and maintenance                         798                  824                  833                   26                    9
Depreciation and amortization                     304                  293                  280                  (11)                 (13)
Taxes other than income taxes                     182                  161                  155                  (21)                  (6)
Total expenses                                  1,284                1,278                1,268                   (6)                 (10)
Operating Income                                  362                  310                  259                   52                   51
Other Income (Expense)
Interest expense and other finance
charges                                          (111)                (116)                (122)                   5                    6
Interest income                                     -                    5                    1                   (5)                   4
Other income (expense), net                        (7)                 (13)                  (9)                   6                   (4)
Income from Continuing Operations Before
Income Taxes                                      244                  186                  129                   58                   57
Income tax expense (benefit)                       97                   (3)                  31                 (100)                  34
Income From Continuing Operations                 147                  189                   98                  (42)                  91
Income (Loss) from Discontinued
Operations (net of tax expense (benefit)
of $(2), $17, and $37, respectively)              (66)                  23                  110                  (89)                 (87)
Net Income                                $        81          $       212          $       208          $      (131)          $        4
Throughput (in BCF):
Residential                                       167                  188                  186                  (11)  %                1   %
Commercial and industrial                         260                  292                  285                  (11)  %                2   %
Total Throughput                                  427                  480                  471                  (11)  %                2   %
Weather (percentage of 10-year average
for service area):
Heating degree days                                91  %               101  %               106  %               (10)  %               (5)  %
Number of customers at end of period:
Residential                                 3,349,828            3,287,343            3,246,277                    2   %                1   %
Commercial and industrial                     260,400              260,872              260,033                    -   %                -   %
Total                                       3,610,228            3,548,215            3,506,310                    2   %                1   %

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



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 4 to the consolidated financial
statements.
                                       62
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The following table provides variance explanations by major income statement caption for CERC's Natural Gas reportable segment:

Favorable (Unfavorable)


                                                                     2020 to 2019           2019 to 2018
                                                                            

(in millions)


               Revenues less Cost of revenues
Rate increases exclusive of the TCJA impact below                  $          62          $          13
Impacts of COVID-19                                                          (22)                     -
Weather and usage, excluding impacts from COVID-19                             2                     30

Refund of protected and unprotected EDIT, offset in income tax expense

                                                                   (4)                     6
Customer growth                                                               14                     14

Non-volumetric and miscellaneous revenue, excluding impacts from COVID-19

                                                                 18                     11
Energy efficiency, offset in operation and maintenance below                  (8)                   (14)
Gross receipts tax, offset in taxes other than income taxes
below                                                                         (4)                     1
                                                       Total       $          58          $          61
                 Operation and maintenance
Labor and benefits, primarily due to headcount                     $          (4)         $         (15)
Contracted services                                                           24                      -
Support services                                                              (6)                     8

Other operation and maintenance expense, including material and supplies and insurance

                                                     4                     12

Energy efficiency, offset in revenues less cost of revenues above

                                                                          8                     14
Merger related expenses, primarily severance and technology                    -                    (10)
                                                       Total       $          26          $           9
               Depreciation and amortization
Incremental capital projects placed in service                     $        

(11) $ (13)


                                                       Total       $        

(11) $ (13)


               Taxes other than income taxes

Gross receipts tax, offset in revenues less cost of revenues above

                                                              $           4          $          (2)
Incremental capital projects placed in service                               (25)                    (4)
                                                       Total       $        

(21) $ (6)

Interest expense and other finance charges Debt to fund incremental capital projects

                          $           5          $           6
                                                       Total       $           5          $           6
                      Interest income
Money pool investments with CenterPoint Energy                     $          (5)         $           4
                                                       Total       $          (5)         $           4
                Other income (expense), net
Reduction to non-service benefit cost                              $           6          $          (4)
                                                       Total       $           6          $          (4)


Income Tax Expense. For a discussion of effective tax rate per period, see Note 15 to the consolidated financial statements.


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                        LIQUIDITY AND CAPITAL RESOURCES

Historical Cash Flows

The net cash provided by (used in) operating, investing and financing activities for 2020, 2019 and 2018 is as follows:


                                                                                                    Year Ended December 31,
                                                    2020                                                       2019                                                      2018
                              CenterPoint             Houston                            CenterPoint             Houston                            CenterPoint            Houston
                                 Energy               Electric            CERC              Energy               Electric            CERC              Energy              Electric           CERC
                                                                                                         (in millions)

Cash provided by (used in): Operating activities $ 1,995 $ 899 $ 729 $ 1,638 $ 918 $ 466 $

       2,136          $   1,115          $ 814
Investing activities               (1,265)                (564)          (452)                (8,421)              (1,495)          (662)                (1,207)              (911)          (697)
Financing activities                 (834)                (416)          (278)                 2,776                  442            173                  3,053               (108)          (104)


Operating Activities. The following items contributed to increased (decreased) net cash provided by operating activities:


                                                                                           Year Ended December 31,
                                                            2020 compared to 2019                                          2019 compared to 2018
                                                                          Houston                                                       Houston
                                             CenterPoint Energy           Electric           CERC          CenterPoint Energy           Electric           CERC
                                                                                                (in millions)
Changes in net income after adjusting for
non-cash items                             $            (1,869)         $    (129)         $  (3)         $          299              $    (234)         $    9
Changes in working capital                                 726                 98            227                    (856)                    60         

(320)


Change in equity in earnings of
unconsolidated affiliates                                1,658                  -              -                      77                      -        

184


Change in distributions from
unconsolidated affiliates (1)                             (148)                 -              -                      (6)                     -        

(176)



Higher pension contribution                                 23                  -              -                     (40)                     -               -
Other                                                      (33)                12             39                      28                    (23)            (45)
                                           $               357          $     (19)         $ 263          $         (498)             $    (197)         $ (348)

(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:


                                                                                          Year Ended December 31,
                                                           2020 compared to 2019                                          2019 compared to 2018
                                                                        Houston                                                        Houston
                                            CenterPoint Energy          Electric           CERC           CenterPoint Energy           Electric           CERC
                                                                                               (in millions)
Proceeds from the sale of marketable
securities                                 $            -             $       -          $   -          $              (398)         $       -          $    -
Proceeds from the sale of assets                       (5)                    -              -                            5                  -               -
Purchase of investments                                 6                     -              -                           (6)                 -               -
Acquisitions, net of cash acquired                  5,991                     -              -                       (5,991)                 -          

-


Net change in capital expenditures (1)                (90)                  (33)           (39)                        (855)              (103)         

(143)



Net change in notes receivable from
unconsolidated affiliates                               -                   962           (123)                           -               (481)         

228


Change in distributions from Enable in
excess of cumulative earnings                          38                     -              -                           12                  -             (47)
Proceeds from divestitures                          1,215                     -            365                            -                  -               -

Other                                                   1                     2              7                           19                  -              (3)
                                           $        7,156             $     931          $ 210          $            (7,214)         $    (584)         $   35

(1)The increase in capital expenditures in 2019 primarily resulted from businesses acquired in the Merger.


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Financing Activities. The following items contributed to (increased) decreased net cash used in financing activities:


                                                                                         Year Ended December 31,
                                                           2020 compared to 2019                                         2019 compared to 2018
                                                                        Houston                                                       Houston
                                           CenterPoint Energy           Electric           CERC           CenterPoint Energy          Electric           CERC
                                                                                              (in millions)
Net changes in commercial paper
outstanding                               $           (2,652)         $       -          $ (197)         $        3,434             $       -          $ 855
Proceeds from issuances of preferred
stock, net                                               723                  -               -                  (1,740)                    -           

-


Proceeds from issuance of Common Stock,
net                                                      672                  -               -                  (1,844)                    -           

-


Net changes in long-term debt
outstanding, excluding commercial paper               (2,539)              (170)            (93)                   (397)                  274          

(599)



Net changes in debt and equity issuance
costs                                                     12                  5              (4)                     27                    (4)          

5


Net changes in short-term borrowings                       -                  -               -                      39                     -           

39


Distributions to ZENS note holders                         -                  -               -                     398                     -           

-


Decreased (increased) payment of Common
Stock dividends                                          185                  -               -                     (78)                    -           

-


Increased payment of Preferred Stock
dividends                                                (19)                 -               -                    (107)                    -           

-


Net change in notes payable from
affiliated companies                                       -                  9               -                       -                    58            570
Contribution from parent                                   -               (528)             88                       -                   390           (831)
Dividend to parent                                         -               (175)             40                       -                  (167)           240
Capital contribution to parent associated
with the sale of CES                                       -                  -            (286)                      -                     -              -
Other                                                      8                  1               1                      (9)                   (1)            (2)
                                          $           (3,610)         $    (858)         $ (451)         $         (277)            $     550          $ 277

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 for
electric and natural gas distribution operations. 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 2021 include
the following:
                                                                   CenterPoint            Houston
                                                                      Energy              Electric            CERC
                                                                                    (in millions)
Estimated capital expenditures                                   $       

3,379 $ 1,721 $ 986



Scheduled principal payments on Securitization Bonds                       211                211                -
Minimum contributions to pension plans and other
post-retirement plans                                                       70                  1                3
Maturing CenterPoint Energy term loans                                     700                  -                -
Maturing CenterPoint Energy and VUHI senior notes                          555                  -                -
Maturing Houston Electric first mortgage bonds                             102                102                -
Maturing Houston Electric general mortgage bonds                           300                300                -



February 2021 Winter Storm Event. In February 2021, portions of the United
States experienced an extreme and unprecedented winter weather event resulting
in corresponding electricity generation shortages, including in Texas, and
natural gas shortages and increased prices of natural gas in the United States.
As a result of this weather event, the governors of Texas, Oklahoma and
Louisiana have declared states of either disaster or emergencies in their
respective states. Subsequently, President Biden also approved major disaster
declarations for all or parts of Texas, Oklahoma and Louisiana.

As a result of the February 2021 Winter Storm Event, from February 12, 2021 to
February 22, 2021, management estimates CenterPoint Energy spent approximately
an incremental $2.5 billion more on natural gas supplies compared to plan
(inclusive
                                       65
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of an incremental $2.3 billion more spent by CERC on natural gas supplies
compared to plan). These amounts are preliminary estimates through February 23,
2021 and are subject to final settlement. On February 13, 2021, the Railroad
Commission authorized each Texas natural gas distribution utility to record in a
regulatory asset the extraordinary expenses associated with the February 2021
Winter Storm Event, including, but not limited to, natural gas cost and other
costs related to the procurement and transportation of natural gas supply,
subject to recovery in future proceedings. CenterPoint Energy's and CERC's
Natural Gas utilities in their jurisdictions outside of Texas have natural gas
cost recovery mechanisms to recover the increased cost of natural gas. While
CenterPoint Energy and CERC will seek to recover the increased costs from its
customers (although neither full recovery nor the timing of that recovery is
certain), in the interim, CenterPoint Energy and CERC will seek additional
external financing to pay for such natural gas working capital, which may
consist of short and long-term debt, but such external financing may not be
available on favorable terms or at all. On February 24, 2021, CERC received
financing commitments totaling $1.7 billion on a 364-day term loan facility to
bridge this working capital need. CERC will evaluate whether to execute of this
facility or other potential financing alternatives. Management believes that
these commitments, along with existing sources of liquidity, provide CERC with
sufficient capital to address the anticipated settlement of natural gas
purchases, including the associated upstream supply charges, at the end of March
2021. Any additional external debt financing and/or partial or delayed recovery
may negatively impact CenterPoint Energy's or CERC's credit metrics, and may
lead to a downgrade of CenterPoint Energy's or CERC's credit rating.

Although CenterPoint Energy's and CERC's excess costs from the increase in
natural gas prices are mitigated by available natural gas recovery mechanisms in
their jurisdictions, until such amounts are ultimately recovered from customers,
CenterPoint Energy and CERC will continue to incur increased finance-related
costs, resulting in a significant use of cash. See Note 22 to the consolidated
financial statements for further information.

The Registrants expect that anticipated 2021 cash needs will be met with
borrowings under their credit facilities, proceeds from the issuance of
long-term debt, term loans or common stock, anticipated cash flows from
operations, with respect to CenterPoint Energy and CERC, proceeds from
commercial paper, with respect to CenterPoint Energy, distributions from Enable
until the closing of the Enable Merger expected in the second half of 2021,
including any proceeds therefrom, distributions from Energy Transfer or proceeds
from dispositions of Energy Transfer common units or Energy Transfer Series G
Preferred Units after the closing of the Enable Merger, and, with respect to
CERC, proceeds from any potential asset sales, including the potential
dispositions of our Natural Gas businesses in Arkansas and Oklahoma, should such
dispositions close in 2021. 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.

The following table sets forth the Registrants' actual capital expenditures by reportable segment for 2020 and estimates of the Registrants' capital expenditures currently planned for projects for 2021 through 2025:


                                         2020         2021         2022         2023         2024         2025
CenterPoint Energy                                                   (in millions)

Electric                               $ 1,281      $ 1,960      $ 1,828      $ 1,996      $ 1,850      $ 1,434
Natural Gas                              1,139        1,402        1,291        1,762        1,479        1,593
Corporate and Other                         95           17           23           34           32           27
Discontinued Operations (1) (3)             21            -            -            -            -            -
Total                                  $ 2,536      $ 3,379      $ 3,142      $ 3,792      $ 3,361      $ 3,054
Houston Electric (2)                   $ 1,021      $ 1,721      $ 1,513      $ 1,210      $ 1,093      $ 1,283

CERC
Natural Gas                            $   797      $   986      $   848      $ 1,250      $   944      $ 1,035
Discontinued Operations (1)                  3            -            -            -            -            -
Total                                  $   800      $   986      $   848      $ 1,250      $   944      $ 1,035



(1)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 represents substantially all of the businesses within the
historically reported Energy Services reportable segment. The transaction closed
on June 1, 2020. For further information, see Note 4 to the consolidated
financial statements.

(2) Houston Electric consists of a single reportable segment, Houston Electric T&D.


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(3)On February 3, 2020, CenterPoint Energy, through its subsidiary VUSI, entered
into the Securities Purchase Agreement to sell the businesses within the
Infrastructure Services Disposal Group. The transaction closed on April 9, 2020.
For further information, see Notes 4 to the consolidated financial statements.

The following table sets forth estimates of the Registrants' contractual obligations as of December 31, 2020, including payments due by period:


                                                                                                                               2026 and
Contractual Obligations                             Total             2021            2022-2023           2024-2025           thereafter
                                                                                       (in millions)
CenterPoint Energy
Securitization Bonds                             $    747          $   211          $      375          $      161          $          -
Other long-term debt (1)                           12,710            1,669               2,885               1,074                 7,082
Interest payments - Securitization Bonds
(2)                                                    50               22                  24                   4                     -
Interest payments - other long-term debt
(2)                                                 5,904              435                 778                 684                 4,007
Short-term borrowings                                  24               24                   -                   -                     -

Operating leases (3)                                   37                8                  12                   7                    10
Benefit obligations (4)                                 -                -                   -                   -                     -

Non-trading derivative liabilities                     30                3                  13                   3                    11
Commodity and other commitments (5)                 4,631              725               1,029                 947                 1,930

Total contractual cash obligations (6)           $ 24,133          $ 3,097          $    5,116          $    2,880          $     13,040

Houston Electric
Securitization Bonds                             $    747          $   211          $      375          $      161          $          -
Other long-term debt (1)                            4,272              402                 500                   -                 3,370
Interest payments - Securitization Bonds
(2)                                                    50               22                  24                   4                     -
Interest payments - other long-term debt
(2)                                                 2,997              163                 303                 274                 2,257

Operating leases (3)                                    1                1                   -                   -                     -
Benefit obligations (4)                                 -                -                   -                   -                     -
Total contractual cash obligations (6)           $  8,067          $   799          $    1,202          $      439          $      5,627

CERC
Long-term debt                                   $  2,428          $     - 

$ 647 $ - $ 1,781 Interest payments - long-term debt (1)

              1,333               88                 169                 153                   923
Short-term borrowings                                  24               24                   -                   -                     -
Operating leases (3)                                   24                4                   8                   5                     7
Benefit obligations (4)                                 -                -                   -                   -                     -

Commodity and other commitments (5)                 3,122              491                 603                 481                 1,547
Total contractual cash obligations (6)           $  6,931          $   607

$ 1,427 $ 639 $ 4,258





(1)ZENS obligations are included in the 2026 and thereafter column at their
contingent principal amount of $56 million as of December 31, 2020. These
obligations are exchangeable for cash at any time at the option of the holders
for 95% of the current value of the reference shares attributable to each ZENS
($871 million as of December 31, 2020), as discussed in Note 12 to the
consolidated financial statements.

(2)The Registrants calculated estimated interest payments for long-term debt as
follows: for fixed-rate debt and term debt, the Registrants calculated interest
based on the applicable rates and payment dates; for variable-rate debt and/or
non-term debt, the Registrants used interest rates in place as of December 31,
2020. The Registrants typically expect to settle such interest payments with
cash flows from operations and short-term borrowings.

(3)For a discussion of operating leases, please read Note 21 to the consolidated financial statements.



(4)See Note 8(g) to the consolidated financial statements for information on the
Registrants' expected contributions to pension plans and other postretirement
plans in 2021.
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(5)For a discussion of commodity and other commitments, please read Note 16(a) to the consolidated financial statements.



(6)This table does not include estimated future payments for expected future
AROs. These payments are primarily estimated to be incurred after 2026. See Note
3(c) to the consolidated financial statements for further information.

Off-Balance Sheet Arrangements



Other than Houston Electric's first mortgage bonds and general mortgage bonds
issued as collateral for tax-exempt long-term debt of CenterPoint Energy (see
Note 14 to the consolidated financial statements) and operating leases, the
Registrants 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 have implemented COVID-19 safety precautions.
Although the disconnect moratoriums have either expired or may expire during the
second quarter of 2021 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 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 included 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.


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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 were required to be submitted to transmission and distribution
utilities by November 30, 2020. Final program reports were required to be
submitted to the PUCT by January 15, 2021. The transmission and distribution
utilities riders remained in place and reimbursements continued after the end of
the COVID-19 ERP 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
Natural Gas 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 Natural Gas 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.

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
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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
proceeded with project review under the general Nationwide Permit 12 permit and
authorized construction in the impacted areas in November 2020. Houston Electric
commenced pre-construction activities on the project in 2019, began construction
in 2021 and anticipates completing construction and energizing the line before
the end of 2021.

Space City Solar Transmission Interconnection Project (CenterPoint Energy and Houston Electric)



On December 17, 2020, Houston Electric filed a certificate of convenience and
necessity application with the PUCT for approval to build a 345 kV transmission
line in Wharton County, Texas connecting the Hillje substation on Houston
Electric's transmission system to the planned 610 MW Space City Solar Generation
facility being developed by third-party developer EDF Renewables. Depending on
the route ultimately approved by the PUCT, the estimated capital cost of the
transmission line project ranges from approximately $23 million to $71 million.
The actual capital costs of the project will depend on actual land acquisition
costs, construction costs, and other factors in addition to route selection. In
January 2021, Houston Electric executed a Standard Generation Interconnection
Agreement for the Space City Solar Generation facility with EDF Renewables,
which also provided security for the transmission line project in the form of a
$23 million Letter of Credit, the amount of which is subject to change depending
on the route approved. The PUCT is required to issue its final approval on the
transmission line project no later than December 2021. Subject to PUCT approval,
Houston Electric expects to complete construction and energization of the
transmission line by June 2022.

Minnesota Base Rate Case (CenterPoint Energy and CERC)



On October 28, 2019, CERC filed a general rate case with the MPUC seeking
approval for a revenue increase of approximately $62 million with a projected
test year ended December 31, 2020. The revenue increase is based upon a
requested ROE of 10.15% and an overall after-tax rate of return of 7.41% on a
total rate base of approximately $1,307 million. CERC implemented interim rates
reflecting $53 million for gas used on and after 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 CERC
addressing the TOB proposal was filed on September 2, 2020. The settlement
reflects a $38.5 million increase and was based on an overall after-tax rate of
return of 6.86% and does not specify individual cost of capital components. On
January 14, 2021, the MPUC verbally approved the $38.5 million increase and
decided not to include the TOB proposal in the current case, but recommended a
new docket be established to gather further information and stakeholder input. A
written final order is expected in March 2021.

Indiana North Base Rate Case (CenterPoint Energy)



On December 18, 2020, Indiana North filed its base rate case with the IURC
seeking approval for a revenue increase of approximately $21 million. This rate
case filing is required under Indiana TDSIC statutory requirements before the
completion of Indiana North'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 6.32% on
total rate base of
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approximately $1,611 million. Indiana North 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 October 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 a minimum of 300 days and maximum of 360
days from the date of the filing of Indiana North's case-in-chief to issue an
order.

Indiana South Base Rate Case (CenterPoint Energy)



On October 30, 2020, and as subsequently amended, Indiana South filed its base
rate case with the IURC seeking approval for a revenue increase of approximately
$29 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 5.99% 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 a minimum 300 days and maximum of 360 days from the date of the filing of
Indiana South's case-in-chief to issue an order. Intervenor testimony was filed
with the IURC on February 19, 2021. Indiana South's rebuttal testimony is due to
be filed with the IURC by March 19, 2021.

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 that includes the replacement of
730 MW of coal-fired generation facilities with a significant buildout of
renewables supported by dispatchable natural gas combustion turbines.

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
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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
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.


                                     Annual
                                    Increase
                                 (Decrease) (1)            Filing
        Mechanism                (in millions)              Date              Effective Date           Approval Date                     Additional Information
                                                              CenterPoint

Energy and Houston Electric (PUCT)


                                                                                                                             The 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
                                                            June                   March                                     box reduction to revenue requirement of ($1)
          EECRF                       $11                   2020                   2021                October 2020          million.
                                                           April                   April                                     See discussion above under Houston Electric
        Rate Case                      13                   2019                   2020                 March 2020           Base Rate Case.
                                                                                    May                     May              Based on net change in invested capital of
           TCOS                        17                March 2020                2020                    2020              $204 million.
                                                            July                                                             Based on net change in invested capital of
           TCOS                        16                   2020              September 2020          September 2020         $140 million.
                                                  CenterPoint Energy and 

CERC - Beaumont/East Texas (Railroad Commission)


                                                                                                                             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
                                                                                                                             were effective with October 2020 usage and
                                                          November                                         June              began to be reflected on customers' bills in
        Rate Case                      4                    2019               November 2020               2020              November 2020.
                                         CenterPoint Energy and CERC -

South Texas, Houston and Texas Coast (Railroad Commission)


                                                           March                   June                    June              Based on net change in invested capital of
           GRIP                        18                   2020                   2020                    2020              $143 million.
                                                               CenterPoint

Energy and CERC - Arkansas (APSC)


                                                                                                                             Based 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
                                                           April                                                             with projected test year return on equity of
           FRP                        (12)                  2020               October 2020           September 2020         9.43%.
                                                              CenterPoint

Energy and CERC - Louisiana (LPSC)


                                                                                                                             Based on ROE of 9.95% with 50 basis point
                                                                                                                             (+/-) earnings band. For the test year ended
                                                                                                                             June 2020 and net of TCJA effects considered
                                                                                                                             outside the earnings band, North Louisiana had
                                                                                                                             a $3 million increase to annual revenue based
                                                                                                                             on an adjusted ROE of 6.21% and South
                                                                                                                             Louisiana had a $1 million decrease to annual
           RSP                         2               September 2020          December 2020           December 2020         revenue based on an adjusted ROE of 10.79%.
                                                              CenterPoint

Energy and CERC - Minnesota (MPUC)


                                                                                                                             Represents 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
      Decoupling (1)                  N/A              September 2020         September 2020                TBD              July 1, 2018 through June 30, 2019.
                                                            May                                                              CIP Financial Incentive based on 2019
 CIP Financial Incentive               9                    2020               October 2020             August 2020          activity.
                                                                                                                             See discussion above under Minnesota Base Rate
      Rate Case (1)                    62               October 2019                TBD                     TBD              Case.


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                            Annual
                           Increase
                        (Decrease) (1)            Filing
    Mechanism           (in millions)              Date              Effective Date           Approval Date                        Additional Information
                                                              CenterPoint

Energy and CERC - Oklahoma (OCC)


                                                                                                                    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
                                                  March                   July                    July              customers of $2 million, paid out monthly for the
      PBRC                   (2)                   2020                   2020                    2020              next twelve months.
                                                            CenterPoint

Energy and CERC - Mississippi (MPSC)


                                                                                                                    Based on ROE of 9.292% with 100 basis point (+/-)
                                                   May                                                              earnings band. Revenue increase of $2 million based
       RRA                    2                    2020              September 2020          September 2020         on 2019 test year adjusted earned ROE of 7.90%.
                                                            CenterPoint

Energy - Indiana South - Gas (IURC)


                                                                                                                    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
                                                  April                   July                    July              (over)/under-recovery variance of $1 million
      CSIA                    1                    2020                   2020                    2020              annually.
                                                                                                                    Requested 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
      CSIA                    2                October 2020           January 2021            January 2021          annually.
                                                                                                                    See discussion above under Indiana South Base Rate
  Rate Case (1)               29               October 2020          September 2021                TBD              Case.
                                                            CenterPoint

Energy - Indiana North - Gas (IURC)


                                                                                                                    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
                                                  April                   July                    July              (over)/under-recovery variance of $14 million
      CSIA                    4                    2020                   2020                    2020              annually.
                                                                                                                    Requested 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
      CSIA                    2                October 2020           January 2021            January 2021          annually.
                                                                                                                    See discussion above under Indiana North Base Rate
  Rate Case (1)               21              December 2020           October 2021                 TBD              Case.
                                                                   

CenterPoint Energy - Ohio (PUCO)



                                                                                                                    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
                                                 January                  July                    July              that began upon approval from the PUCO effective
      TSCR                   N/A                   2019                   2020                    2020              July 1, 2020.
                                                                                                                    Application to flow back to customers certain
                                                                                                                    benefits from the TCJA. Impact reflects credits for
                                                                                                                    2021 of $(7) million and includes a reconciliation
      TSCR                   N/A              September 2020          January 2021            January 2021          through August 31, 2020 of $(14) million.
                                                                                                                    Requested an increase of $67 million to rate base
                                                                                                                    for investments made in 2019, which reflects a $10
                                                                                                                    million annual increase in current revenues.  A
                                                   May                  September                                   change in (over)/under-recovery variance of $2
       DRR                    9                    2020                   2020                December 2020         million annually is also included in rates.
                                                              CenterPoint 

Energy - Indiana Electric (IURC)


                                                                                                                    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
                                                 February                  May                     May              includes a change in

(over)/under-recovery variance


      TDSIC                   4                    2020                   2020                    2020              of $2 million annually.
                                                                                                                    Requested 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
                                                   May                                                              included a change in

(over)/under-recovery variance


       ECA                    10                   2020                August 2020            October 2020          of $4 million annually.
                                                                                                                    Requested 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


      TDSIC                   3                August 2020            November 2020           November 2020         of $(1) million.


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                          Annual
                         Increase
                      (Decrease) (1)            Filing
   Mechanism          (in millions)              Date               Effective Date           Approval Date                       Additional Information
                                                                                                                   Requested an increase of $28 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
   TDSIC (1)                3                February 2021             May 2021                   TBD              variance of less than $1 million.
                                                                                                                   Reflects an $8 million annual increase in current
                                                                                                                   revenues through a non-traditional rate making
                                                                                                                   approach related to a 50 MW universal solar array
   CECA (1)                 8                February 2021                TBD                     TBD              placed in service in January 2021.



(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 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 December 31,
2020, the balances of the net unprotected EDIT regulatory liability and
protected EDIT regulatory liability were $66 million and $678 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
then 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,
which has been completed, 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 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
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31, 2023. 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 currently 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. On January 19, 2021, the
ACE Rule was struck down by the U.S. District Court of Appeals for the D.C.
Circuit. CenterPoint Energy is currently unable to predict whether the Biden
Administration will continue its defense of the CPP or ACE Rule, or what a new
replacement rule would look like. On March 1, 2020, CenterPoint Energy announced
corporate carbon emission goals, which are expected to be used to guide Indiana
Electric's transition to a low carbon fleet and position Indiana Electric to
comply with anticipated future regulatory requirements from the Biden
administration to further reduce GHG emissions from its electric fleet.

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 federal or state 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 14 to the consolidated 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 December 31, 2020. On February 4, 2021, the
Registrants amended and restated each of their revolving credit facilities,
which reduced the aggregate capacity of such facilities to $4.0 billion.
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As of February 22, 2021, the Registrants had the following revolving credit facilities and utilization of such facilities:


                                                                    Amount 

Utilized as of February 22, 2021


                                         Size of                               Letters of                                     Weighted Average
           Registrant                    Facility            Loans               Credit             Commercial Paper           Interest Rate             Termination Date
                                                                        (in millions)
CenterPoint Energy                     $   2,400          $       -          $        11          $           1,502                0.21%                 February 4, 2024
CenterPoint Energy (1)                       400                  -                    -                         86                0.18%                 February 4, 2024
Houston Electric                             300                  -                    -                          -                  -%                  February 4, 2024
CERC                                         900                  -                    -                        255                0.18%                 February 4, 2024
Total                                  $   4,000          $       -          $        11          $           1,843


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



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. Each of the Registrant's credit facilities provide for a mechanism to
replace LIBOR with possible alternative benchmarks upon certain benchmark
replacement events. 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 issuances in 2020, see Note 14 to the consolidated financial statements.

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 the Registrants' debt and equity security issuances in 2020, see
Notes 13 and 14 to the consolidated financial statements.

Temporary Investments

As of February 22, 2021, 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 February 22, 2021:
                          Weighted Average Interest Rate      Houston Electric       CERC
                                                                     (in millions)
Money pool investments                0.21%                  $            (248)     $  -



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Impact on Liquidity of a Downgrade in Credit Ratings



The interest on borrowings under the Registrants' credit facilities is based on
their credit ratings. The interest on borrowings under the credit facilities is
based on each respective borrower's credit ratings. As of February 22, 2021,
Moody's, S&P and Fitch had assigned the following credit ratings to senior debt
of the Registrants:
                                                                                         Moody's                                     S&P                                    Fitch
      Registrant                       Borrower/Instrument                  Rating              Outlook (1)             Rating            Outlook (2)           Rating            Outlook (3)
CenterPoint Energy            CenterPoint Energy Senior Unsecured
                              Debt                                           Baa2                 Stable                  BBB               Stable                BBB               Stable
CenterPoint Energy            Vectren Corp. Issuer Rating                     n/a                   n/a                  BBB+               Stable                n/a                 n/a
CenterPoint Energy            VUHI Senior Unsecured Debt                      A3                  Stable                 BBB+               Stable                n/a                 n/a
CenterPoint Energy            Indiana Gas Senior Unsecured Debt               n/a                   n/a                  BBB+               Stable                n/a                 n/a
CenterPoint Energy            SIGECO Senior Secured Debt                      A1                  Stable                   A                Stable                n/a                 n/a
Houston Electric              Houston Electric Senior Secured Debt            A2                  Stable                   A                Stable                 A                Stable
CERC                          CERC Corp. Senior Unsecured Debt                A3                  Stable                 BBB+               Stable                A-                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
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
December 31, 2020, the impact on the borrowing costs under the four revolving
credit facilities would have been insignificant. A decline in credit ratings
would also increase the interest rate on long-term debt to be issued in the
capital markets and could negatively impact the Registrants' ability to complete
capital market transactions and to access the commercial paper market.
Additionally, a decline in credit ratings could increase cash collateral
requirements and reduce earnings of CenterPoint Energy's and CERC's Natural Gas
reportable segments.

Pipeline tariffs and contracts typically provide that if the credit ratings of a
shipper or the shipper's guarantor drop below a threshold level, which is
generally investment grade ratings from both Moody's and S&P, cash or other
collateral may be demanded from the shipper in an amount equal to the sum of
three months' charges for pipeline services plus the unrecouped cost of any
lateral built for such shipper. If the credit ratings of CERC Corp. decline
below the applicable threshold levels, CERC might need to provide cash or other
collateral of as much as $218 million as of December 31, 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
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the ZENS and ZENS-Related Securities continues to increase by the amount of the
tax benefit realized each year, and there could be a significant cash outflow
when the taxes are paid as a result of the retirement or exchange of the ZENS.
If all ZENS had been exchanged for cash on December 31, 2020, deferred taxes of
approximately $471 million would have been payable in 2020. If all the
ZENS-Related Securities had been sold on December 31, 2020, capital gains taxes
of approximately $159 million would have been payable in 2020. For additional
information about ZENS, see Note 12 to the consolidated financial statements.

Cross Defaults



Under each of CenterPoint Energy's (including 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.

Possible Acquisitions, Divestitures and Joint Ventures



From time to time, the Registrants consider the acquisition or the disposition
of assets or businesses or possible joint ventures, strategic initiatives or
other joint ownership arrangements with respect to assets or businesses. Any
determination to take action in this regard will be based on market conditions
and opportunities existing at the time, and accordingly, the timing, size or
success of any efforts and the associated potential capital commitments are
unpredictable. The Registrants may seek to fund all or part of any such efforts
with proceeds from debt and/or equity issuances. Debt or equity financing may
not, however, be available to the Registrants at that time due to a variety of
events, including, among others, maintenance of our credit ratings, industry
conditions, general economic conditions, market conditions and market
perceptions. As announced in December 2020, CenterPoint Energy's business
strategy incorporated the Business Review and Evaluation Committee's
recommendations to increase its planned capital expenditures in its electric and
Natural Gas businesses to support rate base growth and sell certain of its
Natural Gas businesses located in Arkansas and Oklahoma as a means to
efficiently finance a portion of such increased capital expenditures, among
other recommendations. For further information, see "-Recent Events-Business
Review and Evaluation Committee" above.

Additionally, CenterPoint Energy's process of evaluating and optimizing the
various businesses, assets and ownership interests currently held by it
considered, among other things, various plans, proposals and other strategic
alternatives with respect to Enable and CenterPoint Energy's investment in
Enable, which may result in the disposition of a portion or all of its ownership
interest in Enable. In February 2021, CenterPoint Energy announced its support
of the Enable Merger, which is expected to close in the second half of 2021,
subject to customary closing conditions, including Hart-Scott-Rodino antitrust
clearance. CenterPoint Energy may not realize any or all of the anticipated
strategic, financial, operational or other benefits from the Enable Merger, if
completed, or from any disposition or reduction of its resulting investment in
Energy Transfer. There can be no assurances that any disposal of Energy Transfer
common units or Energy Transfer Series G Preferred Units will be completed. Any
disposal of such securities may involve significant costs and expenses,
including in connection with any public offering, a significant underwriting
discount. For information regarding the Enable Merger, see Note 22 to the
consolidated financial statements.

Enable Midstream Partners (CenterPoint Energy and CERC)



In September 2018, CERC completed the Internal Spin, after which CERC's equity
investment in Enable met the criteria for discontinued operations
classification. As a result, the operations have been classified as Income from
discontinued operations, net of tax, in CERC's Statements of Consolidated Income
for the periods presented. For further information, see Note 4 to the
consolidated financial statements.

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 and the recently announced Enable Merger, see Notes 11
and 22 to the consolidated 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 9(a)
to the consolidated financial statements.
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Weather Hedge (CenterPoint Energy and CERC)

CenterPoint Energy and CERC have historically entered into partial weather
hedges for certain Natural Gas 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 9(a) to
the consolidated 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's 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:



•further 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 reportable segment;
•acceleration of payment dates on certain gas supply contracts, under certain
circumstances, as a result of increased natural gas prices, including as a
result of the February 2021 Winter Storm Event, and concentration of natural gas
suppliers (CenterPoint Energy and CERC);
•increased costs related to the acquisition of natural gas, including as a
result of the February 2021 Winter Storm Event (CenterPoint Energy and CERC);
•increases in interest expense in connection with debt refinancings and
borrowings under credit facilities or term loans or the use of alternative
sources of financings due to the effects of COVID-19 and the February 2021
Winter Storm Event 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 and the
February 2021 Winter Storm Event;
•slower customer payments and increased write-offs of receivables due to higher
natural gas prices, changing economic conditions, COVID-19 or the February 2021
Winter Storm Event (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 this
report.

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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. Additionally, certain
provisions in note purchase agreements relating to debt issued by VUHI have the
effect of restricting the amount of additional first mortgage bonds issued by
SIGECO. 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 14 to the consolidated financial
statements.

                          CRITICAL ACCOUNTING POLICIES

A critical accounting policy is one that is both important to the presentation
of the Registrants' financial condition and results of operations and requires
management to make difficult, subjective or complex accounting estimates. An
accounting estimate is an approximation made by management of a financial
statement element, item or account in the financial statements. Accounting
estimates in the Registrants' historical consolidated financial statements
measure the effects of past business transactions or events, or the present
status of an asset or liability. The accounting estimates described below
require the Registrants to make assumptions about matters that are highly
uncertain at the time the estimate is made. Additionally, different estimates
that the Registrants could have used or changes in an accounting estimate that
are reasonably likely to occur could have a material impact on the presentation
of their financial condition, results of operations or cash flows. The
circumstances that make these judgments difficult, subjective and/or complex
have to do with the need to make estimates about the effect of matters that are
inherently uncertain. Estimates and assumptions about future events and their
effects cannot be predicted with certainty. The Registrants base their estimates
on historical experience and on various other assumptions that they believe to
be reasonable under the circumstances, the results of which form the basis for
making judgments. These estimates may change as new events occur, as more
experience is acquired, as additional information is obtained and as the
Registrants' operating environment changes. The Registrants' significant
accounting policies are discussed in Note 2 to the consolidated financial
statements. The Registrants believe the following accounting policies involve
the application of critical accounting estimates. Accordingly, these accounting
estimates have been reviewed and discussed with the Audit Committee of
CenterPoint Energy's Board of Directors.

Accounting for Rate Regulation



Accounting guidance for regulated operations provides that rate-regulated
entities account for and report assets and liabilities consistent with the
recovery of those incurred costs in rates if the rates established are designed
to recover the costs of providing the regulated service and if the competitive
environment makes it probable that such rates can be charged and collected.
CenterPoint Energy, for its Electric and Natural Gas reportable segments,
Houston Electric and CERC apply this accounting guidance. Certain expenses and
revenues subject to utility regulation or rate determination normally reflected
in income are deferred on the balance sheet as regulatory assets or liabilities
and are recognized in income as the related amounts are included in service
rates and recovered from or refunded to customers. Regulatory assets and
liabilities are recorded when it is probable that these items will be recovered
or reflected in future rates. Determining probability requires significant
judgment on the part of management and includes, but is not limited to,
consideration of testimony presented in regulatory hearings, proposed regulatory
decisions, final regulatory orders and the strength or status of applications
for rehearing or state court appeals. If events were to occur that would make
the recovery of these assets and liabilities no longer probable, the Registrants
would be required to write off or write down these regulatory assets and
liabilities. For further detail on the Registrants' regulatory assets and
liabilities, see Note 7 to the consolidated financial statements.

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. The Registrants recorded no impairments to long-lived
assets, including intangibles, equity method investments, or readily
determinable fair value during 2019 and 2018. CenterPoint Energy recognized
equity method investment impairment losses during 2020 as discussed below.
CenterPoint Energy and CERC recognized goodwill impairment losses, discussed
below, during 2020 and 2019, and the Registrants recorded no impairments to
goodwill in 2018.

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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 year
ended December 31, 2020, and CERC recorded no impairments to goodwill within
continuing operations during the year ended December 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.

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 rates reflecting risk inherent in the future market prices.
Determining the discount rates for the non-rate regulated businesses requires
the estimation of the appropriate company specific risk premiums for those
non-rate regulated businesses based on evaluation of industry and
entity-specific risks, which includes expectations about future market or
economic conditions existing on the date of the impairment test. 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
its reporting units on the date of its interim and annual goodwill impairment
test in 2020.

Annual goodwill impairment test

CenterPoint Energy and CERC completed their 2020 annual goodwill impairment test
as of July 1, 2020 and determined, based on an income approach or a weighted
combination of income and market approaches, that no goodwill impairment charge
was required for any reporting unit. The fair values of each reporting unit
significantly exceeded the carrying value of the reporting unit.

Although no goodwill impairment resulted from the 2020 annual test, an interim
goodwill impairment test could be triggered by the following: actual earnings
results that are materially lower than expected, significant adverse changes in
the operating environment, an increase in the discount rate, changes in other
key assumptions which require judgment and are forward looking in nature, if
CenterPoint Energy's market capitalization falls below book value for an
extended period of time, or events affecting a reporting unit such as a
contemplated disposal of all or part of a reporting unit.

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 reporting unit in the year ended
December 31, 2020. CERC recorded no goodwill impairment charge in its continuing
operations for the year ended December 31, 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
reporting unit. As of March 31, 2020, immediately following the impairment loss
recorded by CenterPoint Energy in the three months ended March 31, 2020, Indiana
Electric 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,
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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.

For further information, see Note 6 to the consolidated 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.

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 the 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 year ended December 31, 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 year ended December 31, 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 4 to the consolidated 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 year ended December 31, 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. Key assumptions in the market approach include recent market
transactions of comparable companies and EBITDA to total
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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.

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. It is reasonably possible that the fair value of CenterPoint Energy's
investment in Enable will change in the near term due to one or more of 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. CenterPoint Energy did not identify a decrease in value as of
December 31, 2020, and no impairments in its investment in Enable were recorded
during the three months ended December 31, 2020.

For further information, see Notes 11 and 22 to the consolidated financial statements.

Acquisition Accounting

The Registrants evaluate acquisitions to determine when a set of acquired activities and assets represent a business. When control of a business is obtained, the Registrants apply the acquisition method of accounting and record the assets acquired, liabilities assumed and any non-controlling interest obtained based on fair value at the acquisition date.



The fair values of tangible and intangible assets and liabilities subject to
rate-setting provisions and earning a regulated return generally approximate
their carrying values. The fair value of assets acquired and liabilities assumed
that are not subject to the rate-setting provisions, including identifiable
intangibles, are determined using the income and market approach, which
estimation methods may require the use of significant judgment and unobservable
inputs, including projected timing and amount of future cash flows and discount
rates reflecting risk inherent in the future market prices. Any excess of the
purchase price over the fair value amounts assigned to assets and liabilities is
recorded as goodwill. The results of operations of the acquired business are
included in the Registrants' respective Statements of Consolidated Income
beginning on the date of the acquisition.

On the Merger Date, pursuant to the Merger Agreement, CenterPoint Energy
consummated the Merger and acquired Vectren for approximately $6 billion in
cash. The Merger is being accounted for in accordance with ASC 805, Business
Combinations, with CenterPoint Energy as the accounting acquirer of Vectren.
Identifiable assets acquired and liabilities assumed have been recorded at their
estimated fair values on the Merger Date.

Vectren's regulated operations, comprised of electric generation and electric
and natural gas delivery services, are subject to the rate-setting authority of
the FERC, the IURC and the PUCO, and are accounted for pursuant to U.S.
generally accepted accounting principles for regulated operations. The
rate-setting and cost-recovery provisions currently in place for Vectren's
regulated operations provide revenues designed to recover the cost of providing
utility service and a return on and recovery of investment in rate base assets
and liabilities. Thus, the fair values of Vectren's tangible and intangible
assets and liabilities subject to these rate-setting provisions approximate
their carrying values. Accordingly, neither the assets nor liabilities acquired
reflect any adjustments related to these amounts. The fair value of regulatory
assets not earning a return have been determined using the income approach and
include the use of significant judgment and unobservable inputs.

The fair value of Vectren's assets acquired and liabilities assumed that are not
subject to the rate-setting provisions, including identifiable intangibles, and
the allocation of fair value to reporting units on the Merger Date was
determined under the income approach using the multi-period excess earnings
method, which is a specific discounted cash flow income approach, and for the
measurement of certain assets and liabilities, the market approach was
utilized.

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 rates reflecting risk inherent in the future market prices.
Determining the discount rates for the non-rate regulated businesses required
the estimation of the appropriate company specific risk premiums for those
non-rate regulated businesses based on evaluation of industry and
entity-specific risks, which included expectations about future market or
economic conditions existing on the Merger Date. Changes in these assumptions
could have a significant impact on the amount of the identified
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intangible assets and/or the resulting amount of goodwill assigned to each
reporting unit. CenterPoint Energy utilized a third-party valuation specialist
in determining the key assumptions used in the valuation of intangible assets
acquired and the allocation of goodwill to each of its reporting units on the
Merger Date.

For further information, see Note 4 to the consolidated financial statements.

Unbilled Revenues



Revenues related to electricity delivery and natural gas sales and services are
generally recognized upon delivery to customers. However, the determination of
deliveries to individual customers is based on the reading of their meters,
which is performed on a systematic basis throughout the month either
electronically through AMS meter communications or manual readings. At the end
of each month, deliveries to non-AMS customers since the date of the last meter
reading are estimated and the corresponding unbilled revenue is estimated.
Information regarding deliveries to AMS customers after the last billing is
obtained from actual AMS meter usage data. Unbilled electricity delivery revenue
is estimated each month based on actual AMS meter data, daily supply volumes and
applicable rates. Unbilled natural gas sales are estimated based on estimated
purchased gas volumes, estimated lost and unaccounted for gas and tariffed rates
in effect. As additional information becomes available, or actual amounts are
determinable, the recorded estimates are revised. Consequently, operating
results can be affected by revisions to prior accounting estimates.

Pension and Other Retirement Plans

CenterPoint Energy sponsors pension and other retirement plans in various forms
covering all employees who meet eligibility requirements. CenterPoint Energy
uses several statistical and other factors that attempt to anticipate future
events in calculating the expense and liability related to its plans. These
factors include assumptions about the discount rate, expected return on plan
assets and rate of future compensation increases as estimated by management,
within certain guidelines. In addition, CenterPoint Energy's actuarial
consultants use subjective factors such as withdrawal and mortality rates. The
actuarial assumptions used may differ materially from actual results due to
changing market and economic conditions, higher or lower withdrawal rates or
longer or shorter life spans of participants. These differences may result in a
significant impact to the amount of pension and other retirement plans expense
recorded. Please read "- Other Significant Matters - Pension Plans" for further
discussion.

                         NEW ACCOUNTING PRONOUNCEMENTS

See Note 2(u) to the consolidated financial statements, incorporated herein by
reference, for a discussion of new accounting pronouncements that affect the
Registrants.

                           OTHER SIGNIFICANT MATTERS

Pension Plans (CenterPoint Energy). As discussed in Note 8(b) to the
consolidated financial statements, CenterPoint Energy maintains non-contributory
qualified defined benefit pension plans covering eligible employees. Employer
contributions for the qualified plans are based on actuarial computations that
establish the minimum contribution required under ERISA and the maximum
deductible contribution for income tax purposes.
Under the terms of CenterPoint Energy's pension plans, it reserves the right to
change, modify or terminate the plan. CenterPoint Energy's funding policy is to
review amounts annually and contribute an amount at least equal to the minimum
contribution required under ERISA.
Additionally, CenterPoint Energy maintains unfunded non-qualified benefit
restoration plans that allows participants to receive the benefits to which they
would have been entitled under the non-contributory qualified pension plan
except for the federally mandated limits on qualified plan benefits or on the
level of compensation on which qualified plan benefits may be calculated.

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CenterPoint Energy's funding requirements and employer contributions for the years ended December 31, 2020, 2019 and 2018 were as follows:

Year Ended December 31,


                                                                 2020              2019             2018
CenterPoint Energy                                                            (in millions)
Minimum funding requirements for qualified pension plans      $     76          $    86          $    60
Employer contributions to the qualified pension plans               76               86               60
Employer contributions to the non-qualified benefit
restoration plans                                                   10               23                9



CenterPoint Energy expects to contribute a minimum of approximately $53 million
to the qualified pension plans and contributions aggregating approximately $8
million to the non-qualified benefit restoration plans in 2021.

Changes in pension obligations and assets may not be immediately recognized as
pension expense in CenterPoint Energy's Statements of Consolidated Income, but
generally are recognized in future years over the remaining average service
period of plan participants. As such, significant portions of pension expense
recorded in any period may not reflect the actual level of benefit payments
provided to plan participants.
As the sponsor of a plan, CenterPoint Energy is required to (a) recognize on its
Consolidated Balance Sheet an asset for the plan's over-funded status or a
liability for the plan's under-funded status, (b) measure a plan's assets and
obligations as of the end of the fiscal year and (c) recognize changes in the
funded status of the plans in the year that changes occur through adjustments to
other comprehensive income and, when related to its rate-regulated utilities
with recoverability of cost, to regulatory assets.

The projected benefit obligation for all defined benefit pension plans was $2.5 billion and $2.5 billion as of December 31, 2020 and 2019, respectively.



As of December 31, 2020, the projected benefit obligation exceeded the market
value of plan assets of CenterPoint Energy's pension plans by $372 million.
Changes in interest rates or the market values of the securities held by the
plan during 2021 could materially, positively or negatively, change the funded
status and affect the level of pension expense and required contributions.
Houston Electric and CERC participate in CenterPoint Energy's qualified and
non-qualified pension plans covering substantially all employees. Pension cost
by Registrant were as follows:
                                                                                                        Year Ended December 31,
                                                   2020                                                           2019                                                           2018
                                                         Houston                                                        Houston                                                        Houston
                           CenterPoint Energy           Electric           CERC           CenterPoint Energy           Electric           CERC        

  CenterPoint Energy           Electric           CERC
                                                                                                             (in millions)
Pension cost             $                49          $       19          $ 20          $                93          $       40          $ 35          $                61          $       25          $ 22



The calculation of pension cost and related liabilities requires the use of
assumptions. Changes in these assumptions can result in different expense and
liability amounts, and future actual experience can differ from the assumptions.
Two of the most critical assumptions are the expected long-term rate of return
on plan assets and the assumed discount rate.
As of December 31, 2020, CenterPoint Energy's qualified pension plans had an
expected long-term rate of return on plan assets of 5.00%, which is 0.75% lower
than the 5.75% rate assumed as of December 31, 2019. The expected rate of return
assumption was developed using the targeted asset allocation of our plans and
the expected return for each asset class. CenterPoint Energy regularly reviews
its actual asset allocation and periodically rebalances plan assets to reduce
volatility and better match plan assets and liabilities.
As of December 31, 2020, the projected benefit obligation was calculated
assuming a discount rate of 2.45%, which is 0.75% lower than the 3.20% discount
rate assumed as of December 31, 2019. The discount rate was determined by
reviewing yields on high-quality bonds that receive one of the two highest
ratings given by a recognized rating agency and the expected duration of pension
obligations specific to the characteristics of CenterPoint Energy's plans.
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CenterPoint Energy's actuarially determined pension and other postemployment
cost for 2020 and 2019 that is greater or less than the amounts being recovered
through rates in the majority of Texas jurisdictions is deferred as a regulatory
asset or liability, respectively. Pension cost for 2021, including the
nonqualified benefit restoration plan, is estimated to be $32 million before
applicable regulatory deferrals and capitalization, based on an expected return
on plan assets of 5.00% and a discount rate of 2.45% as of December 31, 2020. If
the expected return assumption were lowered by 0.50% from 5.00% to 4.50%, 2021
pension cost would increase by approximately $10 million.
As of December 31, 2020, the pension plans projected benefit obligation,
including the unfunded nonqualified pension plans, exceeded plan assets by $372
million. If the discount rate were lowered by 0.50% from 2.45% to 1.95%, the
assumption change would increase CenterPoint Energy's projected benefit
obligation by approximately $145 million and decrease its 2021 pension cost by
approximately $4 million. The expected reduction in pension cost due to the
decrease in discount rate is a result of the expected correlation between the
reduced interest rate and appreciation of fixed income assets in pension plans
with significantly more fixed income instruments than equity instruments. In
addition, the assumption change would impact CenterPoint Energy's Consolidated
Balance Sheets by increasing the regulatory asset recorded as of December 31,
2020 by $124 million and would result in a charge to comprehensive income in
2020 of $17 million, net of tax of $4 million, due to the increase in the
projected benefit obligation.
Future changes in plan asset returns, assumed discount rates and various other
factors related to the pension plans will impact CenterPoint Energy's future
pension expense and liabilities. CenterPoint Energy cannot predict with
certainty what these factors will be in the future.

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