0001130310 cnp:NaturalGasExpensesMember cnp:EnableMidstreamPartnersMember 2019-01-01 2019-09-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________

FORM 10-Q



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

For the quarterly period ended September 30, 2019


	~~FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2017~~
OR
¨☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	FOR THE TRANSITION PERIOD FROM __________________ TO __________________

Commission ~~File Number 1-13265~~file number 1-31447

~~______________________~~CenterPoint Energy, Inc.

~~CENTERPOINT ENERGY RESOURCES CORP.~~

(Exact name of registrant as specified in its charter)



~~Delaware~~Texas	~~76-0511406~~		74-0694415
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

1111 Louisiana
Houston ~~Texas 77002~~	~~(713) 207-1111~~Texas	77002
(Address ~~and zip code~~ of ~~principal executive offices)~~Principal Executive Offices)			(~~Registrant’s telephone number, including area code)~~Zip Code)

~~______________________~~(713) 207-1111

Registrant's telephone number, including area code

Commission file number 1-3187

CenterPoint Energy Houston Electric, LLC

(Exact name of registrant as specified in its charter)



Texas			22-3865106
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

1111 Louisiana	Houston	Texas	77002
(Address of Principal Executive Offices)			(Zip Code)

(713) 207-1111

Registrant's telephone number, including area code

Commission file number 1-13265

CenterPoint Energy Resources Corp. ~~meets the conditions set forth~~

(Exact name of registrant as specified in ~~General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this Form 10-Q with the reduced disclosure format.~~its charter)



Delaware			76-0511406
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

1111 Louisiana	Houston	Texas	77002
(Address of Principal Executive Offices)			(Zip Code)

(713) 207-1111

Registrant's telephone number, including area code



Securities registered pursuant to Section 12(b) of the Act:
Registrant	Title of each class	Trading Symbol(s)	Name of each exchange on which registered
CenterPoint Energy, Inc.	Common Stock, $0.01 par value	CNP	The New York Stock Exchange
			Chicago Stock Exchange, Inc.
CenterPoint Energy, Inc.	Depositary Shares for 1/20 of 7.00% Series B Mandatory Convertible Preferred Stock, $0.01 par value	CNP/PB	The New York Stock Exchange
CenterPoint Energy Houston Electric, LLC	9.15% First Mortgage Bonds due 2021	n/a	The New York Stock Exchange
CenterPoint Energy Houston Electric, LLC	6.95% General Mortgage Bonds due 2033	n/a	The New York Stock Exchange
CenterPoint Energy Resources Corp.	6.625% Senior Notes due 2037	n/a	The New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ~~Yes~~ þ No o



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

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files).

~~Yes~~ þ No o



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

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



~~Large accelerated filer~~ o	~~Accelerated filer~~ o	~~Non-accelerated filer~~ þ	~~Smaller reporting company~~ o	~~Emerging growth company~~ o
	Large accelerated filer	~~(Do not check if a smaller~~Accelerated filer	Non-accelerated filer	Smaller reporting ~~company)~~company	Emerging growth company
CenterPoint Energy, Inc.	þ	o	o	☐	☐
CenterPoint Energy Houston Electric, LLC	o	o	þ	☐	☐
CenterPoint Energy Resources Corp.	o	o	þ	☐	☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)~~.Yes~~ o No þ.



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

Indicate the number of shares outstanding of each of the issuers’ classes of common stock as of October ~~26, 2017,~~25, 2019:



CenterPoint Energy, Inc.	502,241,723	shares of common stock outstanding, excluding 166 shares held as treasury stock
CenterPoint Energy Houston Electric, LLC	1,000	common shares outstanding, all ~~1,000 shares of CenterPoint Energy Resources Corp. common stock were~~ held by Utility Holding, LLC, a wholly-owned subsidiary of CenterPoint Energy, Inc.
CenterPoint Energy Resources Corp.	1,000	shares of common stock outstanding, all held by Utility Holding, LLC, a wholly-owned subsidiary of CenterPoint Energy, Inc.

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

~~CENTERPOINT ENERGY RESOURCES CORP.~~

~~QUARTERLY REPORT ON FORM 10-Q~~

~~FOR THE QUARTER ENDED SEPTEMBER 30, 2017~~

TABLE OF CONTENTS



PART I.		FINANCIAL INFORMATION
Item 1.		~~Page~~
~~Item 1.~~	Financial Statements	1

	~~Condensed~~ CenterPoint Energy, Inc. Financial Statements ~~of Consolidated Income~~
	~~Three and Nine Months Ended September 30, 2017 and 2016~~ (unaudited)	1

	~~Condensed~~ CenterPoint Energy Houston Electric, LLC Financial Statements ~~of Consolidated Comprehensive Income~~
	~~Three and Nine Months Ended September 30, 2017 and 2016~~ (unaudited)	27

	~~Condensed Consolidated Balance Sheets~~
	~~September 30, 2017 and December 31, 2016~~ CenterPoint Energy Resources Corp. Financial Statements (unaudited)	313

	~~Condensed Statements of Consolidated Cash Flows~~
	~~Nine Months Ended September 30, 2017 and 2016 (unaudited)~~	5

	Combined Notes to Unaudited Condensed Consolidated Financial Statements (unaudited)	619
		(1) Background and Basis of Presentation	19
~~Item 2.~~	~~Management’s Narrative Analysis of Results of Operations~~	(2) New Accounting Pronouncements	21
		(3) Mergers and Acquisitions	21
		(4) Revenue Recognition	24
		(5) Employee Benefit Plans	28
		(6) Regulatory Accounting	31
		(7) Derivative Instruments	32
		(8) Fair Value Measurements	38
		(9) Unconsolidated Affiliates	41
		(10) Goodwill and Other Intangibles	44
		(11) Indexed Debt Securities (ZENS) and Securities Related to ZENS	46
		(12) Short-term Borrowings and Long-term Debt	47
		(13) Income Taxes	50
		(14) Commitments and Contingencies	50
		(15) Earnings Per Share	55
		(16) Reportable Segments	55
		(17) Supplemental Disclosure of Cash Flow Information	59
		(18) Related Party Transactions	59
		(19) Leases	60
		(20) Equity	63
		(21) Subsequent Events	65
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	66
		Recent Events	66
		Consolidated Results of Operations	66
		Results of Operations by Reportable Segment	71
		Certain Factors Affecting Future Earnings	82
		Liquidity and Capital Resources	82
Item 3.		Quantitative and Qualitative Disclosures about Market Risk	94
Item 4.		Controls and Procedures	3495

PART II.		OTHER INFORMATION

Item 1.	~~Legal Proceedings~~	34Legal Proceedings	96
Item 1A.		Risk Factors	96
Item 6.		Exhibits	97

~~Item 1A.~~	~~Risk Factors~~ Signatures	34

~~Item 5.~~	~~Other Information~~	34

~~Item 6.~~	~~Exhibits~~	35101



GLOSSARY
~~AEM~~ACE		~~Atmos~~Affordable Clean Energy ~~Marketing, LLC, previously a wholly-owned subsidiary of Atmos Energy Holdings, Inc., a wholly-owned subsidiary of Atmos Energy Corporation~~
~~AMAs~~ALJ		Administrative Law Judge
AMA		Asset Management ~~Agreements~~Agreement
AMS		Advanced Metering System
APSC		Arkansas Public Service Commission
ARO		Asset retirement obligation
ARP		Alternative revenue program
ASC		Accounting Standards Codification
ASU		Accounting Standards Update
AT&T Common		AT&T Inc. common stock
Bailey to Jones Creek Project		A transmission project in the greater Freeport, Texas area, which includes enhancements to two existing substations and the construction of a new 345 kV double-circuit line to be located in the counties of Brazoria, Matagorda and Wharton
Bcf		Billion cubic feet
~~BDA~~Bond Companies		~~Billing Determinant~~Bond Company II, Bond Company III, Bond Company IV and Restoration Bond Company, each a wholly-owned, bankruptcy remote entity formed solely for the purpose of purchasing and owning transition or system restoration property through the issuance of Securitization Bonds
Bond Company II		CenterPoint Energy Transition Bond Company II, LLC, a wholly-owned subsidiary of Houston Electric
Bond Company III		CenterPoint Energy Transition Bond Company III, LLC, a wholly-owned subsidiary of Houston Electric
Bond Company IV		CenterPoint Energy Transition Bond Company IV, LLC, a wholly-owned subsidiary of Houston Electric
Brazos Valley Connection		A portion of the Houston region transmission project between Houston Electric’s Zenith substation and the Gibbons Creek substation owned by the Texas Municipal Power Agency
CCR		Coal Combustion Residuals
CECA		Clean Energy Cost Adjustment ~~which is a revenue stabilization mechanism used to adjust revenues impacted by declines in natural gas consumption which occurred after the most recent rate case~~
CECL		Current expected credit losses
CenterPoint Energy		CenterPoint Energy, Inc., and its subsidiaries
CERC ~~Corp.~~		~~CenterPoint Energy Resources Corp.~~
~~CERC~~		CERC Corp., together with its subsidiaries
CERC Corp.		CenterPoint Energy Resources Corp.
CES		CenterPoint Energy Services, Inc., a wholly-owned subsidiary of CERC Corp.
Charter Common		Charter Communications, Inc. common stock
CIP		Conservation Improvement Program
~~Continuum~~CME		~~The retail energy services business of Continuum Retail~~Chicago Mercantile Exchange
CNP Midstream		CenterPoint Energy ~~Services, LLC, including its~~Midstream, Inc., a wholly-owned subsidiary ~~Lakeshore~~of CenterPoint Energy ~~Services, LLC~~
Common Stock		CenterPoint Energy, Inc. common stock, par value $0.01 per share
CPCN		Certificate of Public Convenience and ~~the natural gas wholesale assets previously owned by Continuum Energy Services, LLC~~Necessity
CPP		Clean Power Plan
CSIA		Compliance and System Improvement Adjustment
DCRF		Distribution Cost Recovery Factor
DRR		Distribution Replacement Rider
DSMA		Demand Side Management Adjustment
ECA		Environmental Cost Adjustment
EDIT		Excess deferred income taxes
EECR		Energy Efficiency Cost Recovery



GLOSSARY
EECRF		Energy Efficiency Cost Recovery Factor
EEFC		Energy Efficiency Funding Component
EEFR		Energy Efficiency Funding Rider
ELG		Effluent Limitation Guidelines
EMV		Evaluation, measurement and valuation
Enable		Enable Midstream Partners, LP
~~FASB~~Enable GP		~~Financial Accounting Standards Board~~Enable GP, LLC, Enable’s general partner
Enable Series A Preferred Units		Enable’s 10% Series A Fixed-to-Floating Non-Cumulative Redeemable Perpetual Preferred Units, representing limited partner interests in Enable
EPA		Environmental Protection Agency
ERCOT		Electric Reliability Council of Texas
ESG		Energy Systems Group, LLC, a wholly-owned subsidiary of Vectren
FERC		Federal Energy Regulatory Commission
Fitch		Fitch, Inc.
Form 10-Q		Quarterly Report on Form 10-Q
FRP		Formula Rate Plan
~~GenOn~~Gas Daily		~~GenOn Energy, Inc.~~Platts gas daily indices
GHG		Greenhouse gases
GRIP		Gas Reliability Infrastructure Program
GWh		Gigawatt-hours
Houston Electric		CenterPoint Energy Houston Electric, LLC and its subsidiaries
IDEM		Indiana Department of Environmental Management
Indiana Electric		Operations of SIGECO’s electric transmission and distribution services, and includes its power generating and wholesale power operations
Indiana Gas		Indiana Gas Company, Inc., a wholly-owned subsidiary of Vectren
Indiana North		Gas operations of Indiana Gas
Indiana South		Gas operations of SIGECO
Indiana Utilities		The combination of Indiana Electric, Indiana North and Indiana South
Interim Condensed Financial Statements		~~Condensed~~Unaudited condensed consolidated interim financial statements and combined notes
Internal Spin		The series of internal transactions consummated on September 4, 2018 whereby CERC (i) contributed its equity investment in Enable consisting of Enable common units and its interests in Enable GP to CNP Midstream and (ii) transferred all of its interest in CNP Midstream to CenterPoint Energy
IRP		Integrated Resource Plan
IRS		Internal Revenue Service
IURC		Indiana Utility Regulatory Commission
kV		Kilovolt
LIBOR		London Interbank Offered Rate
~~LPSC~~MATS		~~Louisiana Public Service Commission~~Mercury and Air Toxics Standards
~~MGPs~~Merger		The merger of Merger Sub with and into Vectren on the terms and subject to the conditions set forth in the Merger Agreement, with Vectren continuing as the surviving corporation and as a wholly-owned subsidiary of CenterPoint Energy, Inc.
Merger Agreement		Agreement and Plan of Merger, dated as of April 21, 2018, among CenterPoint Energy, Vectren and Merger Sub
Merger Date		February 1, 2019
Merger Sub		Pacer Merger Sub, Inc., an Indiana corporation and wholly-owned subsidiary of CenterPoint Energy
MGP		Manufactured gas ~~plants~~plant

iii



GLOSSARY
MISO		Midcontinent Independent System Operator
MLP		Master Limited Partnership
MMBtu		One million British thermal units
Moody’s		Moody’s Investors Service, Inc.
MPSC		Mississippi Public Service Commission
MPUC		Minnesota Public Utilities Commission
MRT		Enable Mississippi River Transmission, LLC
MW		Megawatts
NGD		Natural gas distribution business
NGLs		Natural gas liquids
NRG		NRG Energy, Inc.
NYMEX		New York Mercantile Exchange
NYSE		New York Stock Exchange
OCC		Oklahoma Corporation Commission
OGE		OGE Energy Corp.
PBRC		Performance Based Rate Change
~~PHMSA~~PFD		~~U.S. Department of Transportation’s Pipeline and Hazardous Materials Safety Administration~~Proposal for decision
PRPs		Potentially responsible parties
PUCO		Public Utilities Commission of Ohio
PUCT		Public Utility Commission of Texas
Railroad Commission		Railroad Commission of Texas
RCRA		Resource Conservation and Recovery Act of 1976
Registrants		CenterPoint Energy, Houston Electric and CERC, collectively
Reliant Energy		Reliant Energy, Incorporated
REP		Retail electric provider
Restoration Bond Company		CenterPoint Energy Restoration Bond Company, LLC, a wholly-owned subsidiary of Houston Electric
Revised Policy Statement		Revised Policy Statement on Treatment of Income Taxes
ROE		Return on equity


ROU
~~GLOSSARY (cont.)~~Right of use
RRA		Rate Regulation Adjustment
RRI		Reliant Resources, Inc.
RSP		Rate Stabilization Plan
SEC		Securities and Exchange Commission
Securitization Bonds		Transition and system restoration bonds
Series A Preferred Stock		CenterPoint Energy’s Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share, with a liquidation preference of $1,000 per share
Series B Preferred Stock		CenterPoint Energy’s 7.00% Series B Mandatory Convertible Preferred Stock, par value $0.01 per share, with a liquidation preference of $1,000 per share
SERP		Supplemental Executive Retirement Plan
SIGECO		Southern Indiana Gas and Electric Company, a wholly-owned subsidiary of Vectren
S&P		~~Standard & Poor’s~~S&P Global Ratings ~~Services, a division of The McGraw-Hill Companies~~
SRC		Sales Reconciliation Component
TBD		To be determined
TCEH Corp.		Formerly Texas Competitive Electric Holdings Company LLC, predecessor to Vistra Energy Corp. whose major subsidiaries include Luminant and TXU Energy



GLOSSARY
TCJA		Tax reform legislation informally called the Tax Cuts and Jobs Act of 2017
TCOS		Transmission Cost of Service
TDSIC		Transmission, Distribution and Storage System Improvement Charge
TDU		Transmission and distribution utility
Transition Agreements		Services Agreement, Employee Transition Agreement, Transitional Seconding Agreement and other agreements entered into in connection with the formation of Enable
TSCR		Tax Savings Credit Rider
Utility Holding		Utility Holding, LLC, a wholly-owned subsidiary of CenterPoint Energy
VCC		Vectren Capital Corp., a wholly-owned subsidiary of Vectren
Vectren		Vectren Corporation, a wholly-owned subsidiary of CenterPoint Energy as of the Merger Date
VEDO		Vectren Energy Delivery of Ohio, Inc., a wholly-owned subsidiary of Vectren
VIE		Variable interest entity
~~2016~~Vistra Energy Corp.		Texas-based energy company focused on the competitive energy and power generation markets
VRP		Voluntary Remediation Program
VUHI		Vectren Utility Holdings, Inc., a wholly-owned subsidiary of Vectren
ZENS		2.0% Zero-Premium Exchangeable Subordinated Notes due 2029
ZENS-Related Securities		As of both September 30, 2019 and December 31, 2018, consisted of AT&T Common and Charter Common
2018 Form 10-K		Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016~~2018

~~iii~~v

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

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

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

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

the performance of Enable, the amount of cash distributions ~~we receive~~CenterPoint Energy receives from Enable, Enable’s ability to redeem the Enable Series A Preferred Units in certain circumstances and the value of ~~our~~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 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;


◦	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 ~~non-cash~~ 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; ~~and~~


◦	~~the availability and prices of raw materials and services for current and future construction projects;~~

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;

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;

the outcome of the pending Houston Electric rate case;

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;

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 ~~reform~~legislation, including the effects of the TCJA (which includes any potential changes to interest deductibility) and ~~legislation;~~uncertainties involving state commissions’ and local municipalities’ regulatory requirements and determinations regarding the treatment of EDIT and our rates;

~~our~~

CenterPoint Energy’s and CERC’s ability to mitigate weather impacts through normalization or rate mechanisms, and the effectiveness of such mechanisms;


•	the timing and extent of changes in commodity prices, particularly natural gas and coal, and the effects of geographic and seasonal commodity price differentials on CERC and Enable;

the ability of CenterPoint Energy’s and CERC’s non-utility business operating in the Energy Services reportable segment to effectively optimize opportunities related to natural gas price volatility and storage activities, including weather-related impacts;

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

changes in ~~commodity prices, particularly natural gas,~~interest rates and their impact on costs of borrowing and the ~~effects~~valuation of ~~geographic and seasonal commodity price differentials;~~CenterPoint Energy’s pension benefit obligation;

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

the availability and prices of raw materials and services and changes in labor for current and future construction projects;

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

the impact of unplanned facility ~~outages;~~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 invest planned capital and the timely recovery of our ~~investment in capital;~~investments, including those related to Indiana Electric’s generation transition plan;

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;

our ability to control operation and maintenance costs;

~~actions by credit rating agencies;~~

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

the investment performance of CenterPoint ~~Energy, Inc.’s~~Energy’s pension and postretirement benefit plans;

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 ~~interest rates or~~ 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 ~~our~~ financial and weather hedges and ~~weather hedges;~~commodity risk management activities;

timely and appropriate regulatory actions, which include actions allowing ~~recovery of costs associated with Hurricane Harvey and~~securitization, for any future hurricanes or natural ~~disasters;~~disasters or other recovery of costs, including costs associated with Hurricane Harvey;

~~our~~

CenterPoint Energy’s or Enable’s potential business strategies and strategic initiatives, including restructurings, joint ventures and acquisitions or dispositions of assets or businesses, ~~(including a reduction of our interests in~~which CenterPoint Energy and Enable ~~whether through our election to sell the common units we own in the public equity markets or otherwise, subject to certain limitations), which we~~ cannot assure ~~you~~ will be completed or will have the anticipated benefits to usCenterPoint Energy or Enable;

the performance of projects undertaken by our non-utility businesses and the success of efforts to realize value from, invest in and develop new opportunities and other factors affecting those non-utility businesses, including, but not limited to, the level of success in bidding contracts, fluctuations in volume and mix of contracted work, mix of projects received under blanket contracts, failure to properly estimate cost to construct projects or unanticipated cost increases in completion

vii

of the contracted work, changes in energy prices that affect demand for construction services and projects and cancellation and/or reductions in the scope of projects by customers and obligations related to warranties and guarantees;

acquisition and merger activities involving us or our ~~competitors;~~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;

the ability of ~~GenOn (formerly known as RRI Energy, Inc., Reliant Energy and RRI), a wholly-owned subsidiary~~REPs, including REP affiliates of NRG and ~~its subsidiaries, currently the subject of bankruptcy proceedings,~~Vistra Energy Corp., formerly known as TCEH Corp., to satisfy their obligations to ~~us, including indemnity obligations;~~CenterPoint Energy and Houston Electric;

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

the ~~outcome~~impact of ~~litigation;~~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;

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 we discuss in “Risk Factors” in Item 1A of Part I of our 2016 Form 10-K, which is incorporated herein by reference, and other reports we~~


•	other factors discussed in “Risk Factors” in Item 1A of Part I of the Registrants’ combined 2018 Form 10-K, which are incorporated herein by reference, in Item 1A of Part II of this Form 10-Q and other reports the Registrants file from time to time with the SEC.

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

vviii

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

CENTERPOINT ENERGY, INC. AND SUBSIDIARIES

CONDENSED STATEMENTS OF CONSOLIDATED INCOME

(Unaudited)



	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
	(in millions, except per share amounts)
Revenues:
Utility revenues	$	1,539		$	1,299		$	5,255		$	4,534
Non-utility revenues	1,203			913			3,816			3,019
Total	2,742			2,212			9,071			7,553
Expenses:
Utility natural gas, fuel and purchased power	179			134			1,178			959
Non-utility cost of revenues, including natural gas	852			864			3,013			2,927
Operation and maintenance	871			567			2,616			1,714
Depreciation and amortization	334			326			987			982
Taxes other than income taxes	114			95			353			307
Total	2,350			1,986			8,147			6,889
Operating Income	392			226			924			664
Other Income (Expense):
Gain on marketable securities	59			43			206			66
Loss on indexed debt securities	(62		)	(44		)	(216		)	(316		)
Interest and other finance charges	(134		)	(90		)	(389		)	(259		)
Interest on Securitization Bonds	(9		)	(16		)	(31		)	(46		)
Equity in earnings of unconsolidated affiliates, net	77			81			213			208
Other income, net	9			9			40			16
Total	(60		)	(17		)	(177		)	(331		)
Income Before Income Taxes	332			209			747			333
Income tax expense	62			51			113			85
Net Income	270			158			634			248
Preferred stock dividend requirement	29			5			88			5
Income Available to Common Shareholders	$	241		$	153		$	546		$	243

Basic Earnings Per Common Share	$	0.48		$	0.35		$	1.09		$	0.56
Diluted Earnings Per Common Share	$	0.47		$	0.35		$	1.08		$	0.56
Weighted Average Common Shares Outstanding, Basic	502			432			502			431
Weighted Average Common Shares Outstanding, Diluted	505			435			505			435

See Combined Notes to Unaudited Condensed Consolidated Financial Statements

CENTERPOINT ENERGY, INC. AND SUBSIDIARIES

CONDENSED STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME

(Unaudited)



	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2019			2018		2019			2018
	(in millions)
Net income	$	270		$	158	$	634		$	248
Other comprehensive income (loss):
Adjustment to pension and other postretirement plans (net of tax of $-0-, $1, $2 and $2)	2			1		5			4
Net deferred gain (loss) from cash flow hedges (net of tax of $-0-, $1, $-0- and $2)	(2		)	3		(3		)	6
Reclassification of deferred loss from cash flow hedges realized in net income (net of tax of $-0-, $-0-, $-0- and $-0-)	—			—		1			—
Other comprehensive loss from unconsolidated affiliates (net of tax of $-0-, $-0-, $-0- and $-0-)	(2		)	—		(2		)	—
Total	(2		)	4		1			10
Comprehensive income	$	268		$	162	$	635		$	258

See Combined Notes to Unaudited Condensed Consolidated Financial Statements

CENTERPOINT ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

ASSETS



	September 30, 2019		December 31, 2018
	(in millions)
Current Assets:
Cash and cash equivalents ($224 and $335 related to VIEs, respectively)	$	259	$	4,231
Investment in marketable securities	746		540
Accounts receivable ($48 and $56 related to VIEs, respectively), less bad debt reserve of $21 and $18, respectively	1,091		1,190
Accrued unbilled revenues	403		378
Natural gas inventory	299		194
Materials and supplies	273		200
Non-trading derivative assets	120		100
Taxes receivable	69		—
Prepaid expenses and other current assets ($19 and $34 related to VIEs, respectively)	156		192
Total current assets	3,416		7,025
Property, Plant and Equipment:
Property, plant and equipment	30,066		20,267
Less: accumulated depreciation and amortization	9,738		6,223
Property, plant and equipment, net	20,328		14,044
Other Assets:
Goodwill	5,179		867
Regulatory assets ($821 and $1,059 related to VIEs, respectively)	2,194		1,967
Non-trading derivative assets	64		38
Investment in unconsolidated affiliates	2,469		2,482
Preferred units – unconsolidated affiliate	363		363
Intangible assets, net	356		65
Other	273		158
Total other assets	10,898		5,940
Total Assets	$	34,642	$	27,009

See Combined Notes to Unaudited Condensed Consolidated Financial Statements

CENTERPOINT ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS – (continued)

(Unaudited)

LIABILITIES AND SHAREHOLDERS’ EQUITY



	September 30, 2019			December 31, 2018
	(in millions, except share amounts)
Current Liabilities:
Current portion of VIE Securitization Bonds long-term debt	$	229		$	458
Indexed debt, net	21			24
Current portion of other long-term debt	618			—
Indexed debt securities derivative	817			601
Accounts payable	888			1,240
Taxes accrued	193			204
Interest accrued	121			121
Dividends accrued	—			187
Customer deposits	122			86
Non-trading derivative liabilities	50			126
Other	375			255
Total current liabilities	3,434			3,302
Other Liabilities:
Deferred income taxes, net	3,851			3,239
Non-trading derivative liabilities	32			5
Benefit obligations	812			796
Regulatory liabilities	3,481			2,525
Other	672			402
Total other liabilities	8,848			6,967
Long-term Debt:
VIE Securitization Bonds, net	817			977
Other long-term debt, net	13,197			7,705
Total long-term debt, net	14,014			8,682
Commitments and Contingencies (Note 14)
Shareholders’ Equity:
Cumulative preferred stock, $0.01 par value, 20,000,000 shares authorized
Series A Preferred Stock, $0.01 par value, $800 aggregate liquidation preference, 800,000 shares outstanding	790			790
Series B Preferred Stock, $0.01 par value, $978 aggregate liquidation preference, 977,500 shares outstanding	950			950
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 502,235,354 shares and 501,197,784 shares outstanding, respectively	5			5
Additional paid-in capital	6,072			6,072
Retained earnings	636			349
Accumulated other comprehensive loss	(107		)	(108		)
Total shareholders’ equity	8,346			8,058
Total Liabilities and Shareholders’ Equity	$	34,642		$	27,009

See Combined Notes to Unaudited Condensed Consolidated Financial Statements

CENTERPOINT ENERGY, INC. AND SUBSIDIARIES

CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS

(Unaudited)



	Nine Months Ended September 30,
	2019			2018
	(in millions)
Cash Flows from Operating Activities:
Net income	$	634		$	248
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	987			982
Amortization of deferred financing costs	22			34
Amortization of intangible assets in non-utility cost of revenues	19			—
Deferred income taxes	8			33
Unrealized gain on marketable securities	(206		)	(66		)
Loss on indexed debt securities	216			316
Write-down of natural gas inventory	5			2
Equity in earnings of unconsolidated affiliates, net of distributions	13			(15		)
Pension contributions	(94		)	(67		)
Changes in other assets and liabilities, excluding acquisitions:
Accounts receivable and unbilled revenues, net	521			355
Inventory	(85		)	(10		)
Taxes receivable	(69		)	(38		)
Accounts payable	(646		)	(262		)
Fuel cost recovery	68			53
Non-trading derivatives, net	(66		)	63
Margin deposits, net	(33		)	2
Interest and taxes accrued	(89		)	(53		)
Net regulatory assets and liabilities	(101		)	44
Other current assets	31			11
Other current liabilities	(118		)	16
Other assets	81			(3		)
Other liabilities	(22		)	24
Other operating activities, net	10			10
Net cash provided by operating activities	1,086			1,679
Cash Flows from Investing Activities:
Capital expenditures	(1,822		)	(1,121		)
Acquisitions, net of cash acquired	(5,991		)	—
Distributions from unconsolidated affiliate in excess of cumulative earnings	—			30
Proceeds from sale of marketable securities	—			398
Other investing activities, net	38			19
Net cash used in investing activities	(7,775		)	(674		)
Cash Flows from Financing Activities:
Decrease in short-term borrowings, net	—			(39		)
Proceeds from (payments of) commercial paper, net	1,584			(1,551		)
Proceeds from long-term debt, net	2,916			997
Payments of long-term debt	(1,225		)	(368		)
Debt issuance costs	(19		)	(36		)
Payment of dividends on Common Stock	(433		)	(360		)
Payment of dividends on Preferred Stock	(101		)	—
Proceeds from issuance of Series A Preferred Stock, net	—			790
Distribution to ZENS note holders	—			(398		)
Other financing activities, net	(14		)	(5		)
Net cash provided by (used in) financing activities	2,708			(970		)
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash	(3,981		)	35
Cash, Cash Equivalents and Restricted Cash at Beginning of Period	4,278			296
Cash, Cash Equivalents and Restricted Cash at End of Period	$	297		$	331

See Combined Notes to Unaudited Condensed Consolidated Financial Statements

CENTERPOINT ENERGY, INC. AND SUBSIDIARIES

CONDENSED STATEMENTS OF CONSOLIDATED CHANGES IN EQUITY

(Unaudited)



	Three Months Ended September 30,								Nine Months Ended September 30,
	2019				2018				2019				2018
	Shares	Amount			Shares	Amount			Shares	Amount			Shares	Amount
	(in millions of dollars and shares, except per share amounts)
Cumulative Preferred Stock, $0.01 par value; authorized 20,000,000 shares
Balance, beginning of period	2	$	1,740		—	$	—		2	$	1,740		—	$	—
Issuances of Series A Preferred Stock	—	—			1	790			—	—			1	790
Balance, end of period	2	1,740			1	790			2	1,740			1	790
Common Stock, $0.01 par value; authorized 1,000,000,000 shares
Balance, beginning of period	502	5			431	4			501	5			431	4
Issuances related to benefit and investment plans	—	—			—	—			1	—			—	—
Balance, end of period	502	5			431	4			502	5			431	4
Additional Paid-in-Capital
Balance, beginning of period		6,065				4,215				6,072				4,209
Issuances related to benefit and investment plans		7				6				—				12
Balance, end of period		6,072				4,221				6,072				4,221
Retained Earnings
Balance, beginning of period		552				513				349				543
Net income		270				158				634				248
Common Stock dividends declared ($0.2875, $0.2775, $0.5750 and $0.5550 per share, respectively)		(145		)		(120		)		(289		)		(240		)
Series A Preferred Stock dividends declared ($30,625, $-0-, $30.625, and $-0- per share, respectively)		(24		)		—				(24		)		—
Series B Preferred Stock dividends declared ($17.5000, $-0-, $35.0000, and $-0- per share, respectively)		(17		)		—				(34		)		—
Balance, end of period		636				551				636				551
Accumulated Other Comprehensive Loss
Balance, beginning of period		(105		)		(62		)		(108		)		(68		)
Other comprehensive income		(2		)		4				1				10
Balance, end of period		(107		)		(58		)		(107		)		(58		)
Total Shareholders’ Equity		$	8,346			$	5,508			$	8,346			$	5,508

See Combined Notes to Unaudited Condensed Consolidated Financial Statements

CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC AND SUBSIDIARIES

(AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)

CONDENSED STATEMENTS OF CONSOLIDATED INCOME

(Unaudited)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
	(in millions)
Revenues	$	859		$	897		$	2,310		$	2,506
Expenses:
Operation and maintenance	359			369			1,086			1,062
Depreciation and amortization	168			242			519			737
Taxes other than income taxes	63			59			186			180
Total	590			670			1,791			1,979
Operating Income	269			227			519			527
Other Income (Expense):
Interest and other finance charges	(41		)	(32		)	(123		)	(101		)
Interest on Securitization Bonds	(9		)	(16		)	(31		)	(46		)
Other income (expense), net	7			—			17			(6		)
Total	(43		)	(48		)	(137		)	(153		)
Income Before Income Taxes	226			179			382			374
Income tax expense	41			36			70			78
Net Income	$	185		$	143		$	312		$	296

See Combined Notes to Unaudited Condensed Consolidated Financial Statements

CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC AND SUBSIDIARIES

(AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)

CONDENSED STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME

(Unaudited)



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019			2018
	(in millions)
Net income	$	185	$	143	$	312		$	296
Other comprehensive income:
Net deferred gain (loss) from cash flow hedges (net of tax of $-0-, $1, $-0- and $2)	—		3		(1		)	7
Total	—		3		(1		)	7
Comprehensive income	$	185	$	146	$	311		$	303

See Combined Notes to Unaudited Condensed Consolidated Financial Statements

CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC AND SUBSIDIARIES

(AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

ASSETS



	September 30, 2019		December 31, 2018
	(in millions)
Current Assets:
Cash and cash equivalents ($224 and $335 related to VIEs, respectively)	$	228	$	335
Accounts and notes receivable ($48 and $56 related to VIEs, respectively), less bad debt reserve of $1 and $1, respectively	341		283
Accounts and notes receivable–affiliated companies	787		20
Accrued unbilled revenues	136		110
Materials and supplies	144		135
Taxes receivable	—		5
Prepaid expenses and other current assets ($19 and $34 related to VIEs, respectively)	30		61
Total current assets	1,666		949
Property, Plant and Equipment:
Property, plant and equipment	12,621		12,148
Less: accumulated depreciation and amortization	3,795		3,746
Property, plant and equipment, net	8,826		8,402
Other Assets:
Regulatory assets ($821 and $1,059 related to VIEs, respectively)	951		1,124
Other	20		32
Total other assets	971		1,156
Total Assets	$	11,463	$	10,507

See Combined Notes to Unaudited Condensed Consolidated Financial Statements

CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC AND SUBSIDIARIES

(AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

LIABILITIES AND MEMBER’S EQUITY



	September 30, 2019			December 31, 2018
	(in millions)
Current Liabilities:
Current portion of VIE Securitization Bonds long-term debt	$	229		$	458
Accounts payable	232			262
Accounts and notes payable–affiliated companies	65			78
Taxes accrued	107			115
Interest accrued	44			64
Non-trading derivative liabilities	—			24
Other	69			89
Total current liabilities	746			1,090
Other Liabilities:
Deferred income taxes, net	1,005			1,023
Benefit obligations	84			91
Regulatory liabilities	1,295			1,298
Other	61			65
Total other liabilities	2,445			2,477
Long-term Debt:
VIE Securitization Bonds, net	817			977
Other, net	3,972			3,281
Total long-term debt, net	4,789			4,258
Commitments and Contingencies (Note 14)
Member’s Equity:
Common stock	—			—
Additional paid-in capital	2,486			1,896
Retained earnings	1,012			800
Accumulated other comprehensive loss	(15		)	(14		)
Total member’s equity	3,483			2,682
Total Liabilities and Member’s Equity	$	11,463		$	10,507

See Combined Notes to Unaudited Condensed Consolidated Financial Statements

CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC AND SUBSIDIARIES

(AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)

CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS

(Unaudited)



	Nine Months Ended September 30,
	2019			2018
	(in millions)
Cash Flows from Operating Activities:
Net income	$	312		$	296
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	519			737
Amortization of deferred financing costs	8			8
Deferred income taxes	(39		)	(24		)
Changes in other assets and liabilities:
Accounts and notes receivable, net	(84		)	(95		)
Accounts receivable/payable–affiliated companies	(7		)	(12		)
Inventory	(9		)	(10		)
Accounts payable	3			(6		)
Taxes receivable	5			(9		)
Interest and taxes accrued	(28		)	(50		)
Non-trading derivatives, net	(25		)	—
Net regulatory assets and liabilities	(58		)	(66		)
Other current assets	15			13
Other current liabilities	(3		)	(9		)
Other assets	8			4
Other liabilities	(13		)	16
Other operating activities, net	(9		)	(5		)
Net cash provided by operating activities	595			788
Cash Flows from Investing Activities:
Capital expenditures	(744		)	(678		)
Increase in notes receivable–affiliated companies	(772		)	—
Other investing activities, net	12			15
Net cash used in investing activities	(1,504		)	(663		)
Cash Flows from Financing Activities:
Proceeds from long-term debt, net	696			398
Payments of long-term debt	(390		)	(368		)
Increase (decrease) in notes payable–affiliated companies	(1		)	15
Dividend to parent	(100		)	(123		)
Contribution from parent	590			—
Debt issuance costs	(8		)	(4		)
Other financing activities, net	(1		)	—
Net cash provided by (used in) financing activities	786			(82		)
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash	(123		)	43
Cash, Cash Equivalents and Restricted Cash at Beginning of Period	370			274
Cash, Cash Equivalents and Restricted Cash at End of Period	$	247		$	317

See Combined Notes to Unaudited Condensed Consolidated Financial Statements

CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC AND SUBSIDIARIES

(AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)

CONDENSED STATEMENTS OF CONSOLIDATED CHANGES IN EQUITY

(Unaudited)



	Three Months Ended September 30,								Nine Months Ended September 30,
	2019				2018				2019				2018
	Shares	Amount			Shares	Amount			Shares	Amount			Shares	Amount
	(in millions, except share amounts)
Common Stock
Balance, beginning of period	1,000	$	—		1,000	$	—		1,000	$	—		1,000	$	—
Balance, end of period	1,000	—			1,000	—			1,000	—			1,000	—
Additional Paid-in-Capital
Balance, beginning of period		2,486				1,697				1,896				1,696
Contribution from Parent		—				—				590				—
Other		—				(1		)		—				—
Balance, end of period		2,486				1,696				2,486				1,696
Retained Earnings
Balance, beginning of period		887				763				800				673
Net income		185				143				312				296
Dividend to parent		(60		)		(60		)		(100		)		(123		)
Balance, end of period		1,012				846				1,012				846
Accumulated Other Comprehensive Income (Loss)
Balance, beginning of period		(15		)		4				(14		)		—
Other comprehensive income (loss)		—				3				(1		)		7
Balance, end of period		(15		)		7				(15		)		7
Total Member’s Equity		$	3,483			$	2,549			$	3,483			$	2,549

See Combined Notes to Unaudited Condensed Consolidated Financial Statements

CENTERPOINT ENERGY RESOURCES CORP. AND SUBSIDIARIES

(AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)

CONDENSED STATEMENTS OF CONSOLIDATED INCOME

~~(Millions of Dollars)~~

(Unaudited)


													Three Months Ended						Nine Months Ended
	Three Months Ended September 30,						Nine Months Ended September 30,						September 30,						September 30,
	2017			2016			2017			2016			2019			2018			2019			2018
													(in millions)
Revenues:
Utility revenues	$	390		$	370		$	1,767		$	1,672		$	389		$	402		$	2,077		$	2,032
Non-utility revenues	861			608			2,964			1,433			737			910			2,759			3,008
Total	1,251			978			4,731			3,105			1,126			1,312			4,836			5,040

Expenses:
Utility natural gas	106			99			706			663			113			134			928			959
Non-utility natural gas	832			584			2,843			1,368
Non-utility cost of revenues, including natural gas													687			864			2,627			2,927
Operation and maintenance	187			175			603			571			195			211			656			666
Depreciation and amortization	68			62			202			185			75			77			228			222
Taxes other than income taxes	32			32			104			108			33			33			120			120
Total	1,225			952			4,458			2,895			1,103			1,319			4,559			4,894
Operating Income	26			26			273			210

Operating Income (Loss)													23			(7		)	277			146
Other Income (Expense):
Interest and other finance charges	(32		)	(29		)	(92		)	(93		)	(28		)	(30		)	(87		)	(92		)
Equity in earnings of unconsolidated affiliate, net	68			73			199			164
Other, net	1			(1		)	3			1
Other expense, net													(3		)	—			(6		)	(5		)
Total	37			43			110			72			(31		)	(30		)	(93		)	(97		)
Income Before Income Taxes	63			69			383			282
Income tax expense	25			26			144			113
Net Income	$	38		$	43		$	239		$	169
Income (Loss) From Continuing Operations Before Income Taxes													(8		)	(37		)	184			49
Income tax expense (benefit)													(1		)	(2		)	25			14
Income (Loss) From Continuing Operations													(7		)	(35		)	159			35
Income from discontinued operations (net of tax of $-0-, $13, $-0- and $44, respectively)													—			44			—			140
Net Income (Loss)													$	(7	)	$	9		$	159		$	175

See Combined Notes to ~~Interim~~Unaudited Condensed Consolidated Financial Statements

CENTERPOINT ENERGY RESOURCES CORP. AND SUBSIDIARIES

(AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)

CONDENSED STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME

~~(Millions of Dollars)~~

(Unaudited)

Three Months Ended Nine Months Ended
September 30, September 30,
2017 2016 2017 2016

Net income $ 38
$ 43
$ 239
$ 169
Other comprehensive income, net of tax:

Adjustment to pension and other postretirement plans (net of tax of $2, $1, $2 and $-0-) 1
1
1
2
Net deferred loss from cash flow hedges (net of tax of $1, $-0-, $1 and $-0-) (1 ) —
(1 ) —
Other comprehensive income —
1
—
2
Comprehensive income $ 38
$ 44
$ 239
$ 171



	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2019			2018		2019		2018
	(in millions)
Net income (loss)	$	(7	)	$	9	$	159	$	175
Comprehensive income (loss)	$	(7	)	$	9	$	159	$	175

See Combined Notes to ~~Interim~~Unaudited Condensed Consolidated Financial Statements

CENTERPOINT ENERGY RESOURCES CORP. AND SUBSIDIARIES

(AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)

CONDENSED CONSOLIDATED BALANCE SHEETS

~~(Millions of Dollars)~~

(Unaudited)

ASSETS


					September 30, 2019		December 31, 2018
	September 30, 2017		December 31, 2016		(in millions)
Current Assets:
Cash and cash equivalents	$	1	$	1	$	2	$	14
Accounts receivable, less bad debt reserve of $15 and $14, respectively	448		512
Accounts receivable, less bad debt reserve of $16 and $17, respectively					428		894
Accrued unbilled revenues	84		229		83		268
Accounts and notes receivable–affiliated companies	8		5		100		120
Materials and supplies	53		47		73		65
Natural gas inventory	252		131		228		194
Non-trading derivative assets	64		51		120		100
Taxes receivable					4		—
Prepaid expenses and other current assets	102		81		36		115
Total current assets	1,012		1,057		1,074		1,770

Property, Plant and Equipment:
Property, plant and equipment	6,694		6,351		7,892		7,431
Less: accumulated depreciation and amortization	1,995		1,782		2,330		2,205
Property, plant and equipment, net	4,699		4,569		5,562		5,226

Other Assets:
Goodwill	867		862		867		867
Regulatory assets					189		181
Non-trading derivative assets	56		19		64		38
Investment in unconsolidated affiliate	2,481		2,505
Other	261		206		173		132
Total other assets	3,665		3,592		1,293		1,218

Total Assets	$	9,376	$	9,218	$	7,929	$	8,214

See Combined Notes to ~~Interim~~Unaudited Condensed Consolidated Financial Statements

CENTERPOINT ENERGY RESOURCES CORP. AND SUBSIDIARIES

(AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)

CONDENSED CONSOLIDATED BALANCE SHEETS

~~(Millions of Dollars)~~

(Unaudited)

LIABILITIES AND STOCKHOLDER’S EQUITY


						September 30, 2019		December 31, 2018
	September 30, 2017			December 31, 2016		(in millions)
Current Liabilities:
Short-term borrowings	$	48		$	35
Current portion of long-term debt	550			250
Accounts payable	375			471		$	393	$	856
Accounts and notes payable–affiliated companies	42			40		48		50
Taxes accrued	64		��	73		66		82
Interest accrued	33			33		31		38
Customer deposits	76			80		74		75
Non-trading derivative liabilities	17			41		44		102
Other	118			124		143		137
Total current liabilities	1,323			1,147		799		1,340

Other Liabilities:
Deferred income taxes, net	2,066			1,925		455		406
Non-trading derivative liabilities	10			5		18		5
Benefit obligations	105			104		95		93
Regulatory liabilities	699			769		1,221		1,227
Other	226			221		381		329
Total other liabilities	3,106			3,024		2,170		2,060

Long-Term Debt	2,086			2,125		2,477		2,371

Commitments and Contingencies (Note 12)

Commitments and Contingencies (Note 14)
Stockholder’s Equity:
Common stock	—			—		—		—
Paid-in capital	2,528			2,489
Additional paid-in capital						2,015		2,015
Retained earnings	332			430		463		423
Accumulated other comprehensive income	1			3		5		5
Total stockholder’s equity	2,861			2,922		2,483		2,443

Total Liabilities and Stockholder’s Equity	$	9,376		$	9,218	$	7,929	$	8,214

See Combined Notes to ~~Interim~~Unaudited Condensed Consolidated Financial Statements

CENTERPOINT ENERGY RESOURCES CORP. AND SUBSIDIARIES

(AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)

CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS

~~(Millions of Dollars)~~

(Unaudited)


							Nine Months Ended September 30,
	Nine Months Ended September 30,						2019			2018
	2017			2016			(in millions)
Cash Flows from Operating Activities:
Net income	$	239		$	169		$	159		$	175
Adjustments to reconcile net income to net cash provided by operating activities:
Less: Income from discontinued operations, net of tax							—			140
Income from continuing operations							159			35
Adjustments to reconcile income from continuing operations to net cash provided by operating activities:
Depreciation and amortization	202			185			228			222
Amortization of deferred financing costs	7			7			8			7
Deferred income taxes	140			108			26			6
Write-down of natural gas inventory	—			1			5			2
Equity in earnings of unconsolidated affiliate, net of distributions	(199		)	(164		)
Changes in other assets and liabilities, excluding acquisitions:
Changes in other assets and liabilities:
Accounts receivable and unbilled revenues, net	346			220			653			449
Accounts receivable/payable–affiliated companies	(1		)	(5		)	(9		)	—
Inventory	(49		)	(1		)	(47		)	1
Taxes receivable							(4		)	—
Accounts payable	(227		)	(85		)	(458		)	(261		)
Fuel cost recovery	(30		)	(43		)	68			53
Interest and taxes accrued	(9		)	(8		)	(23		)	(9		)
Non-trading derivatives, net	(51		)	23			(60		)	60
Margin deposits, net	(49		)	65			(33		)	2
Net regulatory assets and liabilities							(1		)	73
Other current assets	23			(11		)	11			7
Other current liabilities	(5		)	15			(9		)	24
Other assets	(32		)	(5		)	(3		)	5
Other liabilities	6			1			2			(2		)
Other, net	1			2
Net cash provided by operating activities from continuing operations							513			674
Net cash provided by operating activities from discontinued operations							—			176
Net cash provided by operating activities	312			474			513			850
Cash Flows from Investing Activities:
Capital expenditures	(373		)	(378		)	(546		)	(411		)
Distribution from unconsolidated affiliate in excess of cumulative earnings	223			223
Decrease in notes receivable–unconsolidated affiliate	—			363
Acquisitions, net of cash acquired	(132		)	(102		)
Other, net	2			(1		)
Net cash provided by (used in) investing activities	(280		)	105
Decrease in notes receivable–affiliated companies							27			—
Other investing activities, net							4			5
Net cash used in investing activities from continuing operations							(515		)	(406		)
Net cash provided by investing activities from discontinued operations							—			47
Net cash used in investing activities							(515		)	(359		)
Cash Flows from Financing Activities:
Decrease in short-term borrowings, net	13			3			—			(39		)
Proceeds from (payments of) commercial paper, net	(40		)	240			100			(800		)
Proceeds from long-term debt	298			—			—			599
Payments of long-term debt	—			(325		)
Dividends to parent	(337		)	(567		)	(119		)	(286		)
Debt issuance costs	(4		)	(1		)	—			(5		)
Decrease in notes payable–affiliated companies							—			(570		)
Contribution from parent	38			73			—			600
Other, net	—			(2		)
Other financing activities, net							(2		)	(1		)
Net cash used in financing activities from continuing operations							(21		)	(502		)
Net cash provided by financing activities from discontinued operations							—			—
Net cash used in financing activities	(32		)	(579		)	(21		)	(502		)
Net Increase in Cash and Cash Equivalents	—			—
Cash and Cash Equivalents at Beginning of Period	1			—
Cash and Cash Equivalents at End of Period	$	1		$	—
Supplemental Disclosure of Cash Flow Information:
Cash Payments:
Interest, net of capitalized interest	$	86		$	90
Income taxes, net	4			3
Non-cash transactions:
Accounts payable related to capital expenditures	$	53		$	32
Net Decrease in Cash, Cash Equivalents and Restricted Cash							(23		)	(11		)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period							25			12
Cash, Cash Equivalents and Restricted Cash at End of Period							$	2		$	1

See Combined Notes to ~~Interim~~Unaudited Condensed Consolidated Financial Statements

CENTERPOINT ENERGY RESOURCES CORP. AND SUBSIDIARIES

(AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)

CONDENSED STATEMENTS OF CONSOLIDATED CHANGES IN EQUITY

(Unaudited)



	Three Months Ended September 30,								Nine Months Ended September 30,
	2019				2018				2019				2018
	Shares	Amount			Shares	Amount			Shares	Amount			Shares	Amount
	(in millions, except share amounts)
Common Stock
Balance, beginning of period	1,000	$	—		1,000	$	—		1,000	$	—		1,000	$	—
Balance, end of period	1,000	—			1,000	—			1,000	—			1,000	—
Additional Paid-in-Capital
Balance, beginning of period		2,015				2,528				2,015				2,528
Dividends related to CNP Midstream		—				(1,460		)		—				(1,460		)
Contribution from parent		—				600				—				600
Balance, end of period		2,015				1,668				2,015				1,668
Retained Earnings
Balance, beginning of period		486				529				423				574
Net income		(7		)		9				159				175
Dividend to parent		(16		)		(75		)		(119		)		(286		)
Balance, end of period		463				463				463				463
Accumulated Other Comprehensive Income
Balance, beginning of period		5				6				5				6
Balance, end of period		5				6				5				6
Total Stockholder’s Equity		$	2,483			$	2,137			$	2,483			$	2,137

See Combined Notes to Unaudited Condensed Consolidated Financial Statements

CENTERPOINT ENERGY, INC. AND SUBSIDIARIES

CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC AND SUBSIDIARIES

CENTERPOINT ENERGY RESOURCES CORP. AND SUBSIDIARIES

COMBINED NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1) Background and Basis of Presentation

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

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

Included in this combined Form 10-Q are the Interim Condensed Financial Statements of ~~CERC.~~CenterPoint Energy, Houston Electric and CERC, which are referred to collectively as the Registrants. The Combined Notes to the Unaudited Condensed Consolidated Financial Statements apply to all Registrants and specific references to Houston Electric and CERC herein also pertain to CenterPoint Energy, unless otherwise indicated. The Interim Condensed Financial Statements are unaudited, omit certain financial statement disclosures and should be read with the ~~2016~~Registrants’ combined 2018 Form 10-K.

Background.~~CERC Corp. is an indirect, wholly-owned subsidiary of~~ CenterPoint Energy, Inc. is a public utility holding ~~company. CERC Corp.’s operating subsidiaries own~~company and ~~operate natural gas distribution facilities, supply natural gas to commercial and industrial customers and electric and natural gas utilities and own~~owns interests in Enable as described below. On the Merger Date, pursuant to the Merger Agreement, CenterPoint Energy consummated the previously announced Merger and acquired Vectren for approximately $6 billion in ~~Note 8. CERC Corp.’s~~cash. On the Merger Date, Vectren became a wholly-owned subsidiary of CenterPoint Energy.

As of September 30, 2019, CenterPoint Energy’s operating subsidiaries were as follows:

Houston Electric owns and ~~divisions include:~~operates electric transmission and distribution facilities in the Texas Gulf Coast area that includes the city of Houston; and

~~NGD, which~~CERC (i) owns and operates natural gas distribution systems in ~~six states;~~6 states and

~~CES, which~~ (ii) obtains and offers competitive variable and fixed-price physical natural gas supplies and services primarily to commercial and industrial customers and electric and natural gas utilities in ~~33 states.~~over 30 states through its wholly-owned subsidiary, CES.

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

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

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

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

Vectren performs non-utility activities through:

Infrastructure Services, which provides underground pipeline construction and repair services through wholly-owned subsidiaries Miller Pipeline, LLC and Minnesota Limited, LLC and serves natural gas utilities across the United States, focusing on recurring integrity, station and maintenance work and opportunities for large transmission pipeline construction projects; and

ESG, which provides energy performance contracting and sustainable infrastructure services, such as renewables, distributed generation and combined heat and power projects.

As of September 30, ~~2017, CERC Corp. also~~2019, CenterPoint Energy, indirectly through CNP Midstream, owned approximately ~~54.1%~~53.7% of the common units representing limited partner interests in Enable, ~~which~~50% of the management rights and 40% of the incentive distribution rights in Enable GP and also directly owned an aggregate of 14,520,000 Enable Series A Preferred Units. Enable owns, operates and develops natural gas and crude oil infrastructure assets.

As of September 30, 2019, CenterPoint Energy and Houston Electric had VIEs consisting of the Bond Companies, which are consolidated. The consolidated VIEs are wholly-owned, bankruptcy-remote, special purpose entities that were formed solely for the purpose of securitizing transition and system restoration-related property. Creditors of CenterPoint Energy and Houston Electric have no recourse to any assets or revenues of the Bond Companies. The bonds issued by these VIEs are payable only from and secured by transition and system restoration property, and the bondholders have no recourse to the general credit of CenterPoint Energy or Houston Electric.

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

~~CERC’s~~The Interim Condensed Financial Statements reflect all normal recurring adjustments that are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the respective periods. Amounts reported in ~~CERC’s~~the Condensed Statements of Consolidated Income are not necessarily indicative of amounts expected for a full-year period due to the effects of, among other things, (a) seasonal fluctuations in demand for energy and energy services, (b) changes in energy commodity prices, (c) timing of maintenance and other expenditures and (d) acquisitions and dispositions of businesses, assets and other interests. Certain prior year amounts have been reclassified to conform to the current year presentation. See Note 9 for further discussion.

Concurrent with the completion of the Merger, CenterPoint Energy added two new reportable segments, Indiana Electric Integrated and Infrastructure Services, to its five reportable segments disclosed in the Registrants’ combined 2018 Form 10-K. Additionally, CenterPoint Energy’s Natural Gas Distribution reportable segment now includes the gas operations of SIGECO (Indiana South), Indiana Gas and VEDO and CenterPoint Energy’s Corporate and Other reportable segment now includes ESG. Houston Electric’s and CERC’s reportable segments were not impacted by the Merger. For a description of ~~CERC’s~~the Registrants’ reportable ~~business~~ segments, see Note ~~14.~~16.

Significant Accounting Policies. In addition to the significant accounting policies disclosed in the Registrants’ combined 2018 Form 10-K, CenterPoint Energy has adopted the following new or enhanced significant accounting policies subsequent to the consummation of the Merger:

Principles of Consolidation. Businesses within the Infrastructure Services reportable segment provide underground pipeline construction and repair services for customers that include NGD utilities. In accordance with consolidation guidance in ASC 980—Regulated Operations, costs incurred by NGD utilities for these pipeline construction and repair services are not eliminated in consolidation when capitalized and included in rate base by the NGD utility.

Guarantees. CenterPoint Energy recognizes guarantee obligations at fair value. CenterPoint Energy discloses parent company guarantees of a subsidiary’s obligation when that guarantee results in the exposure of a material obligation of the parent company even if the probability of fulfilling such obligation is considered remote. See Note 14(b).

Income Taxes. Investment tax credits are deferred and amortized to income over the approximate lives of the related property.

MISO Transactions. Indiana Electric is a member of MISO. MISO-related purchase and sale transactions are recorded using settlement information provided by the MISO. These purchase and sale transactions are accounted for on at least a net hourly position, meaning net purchases within that interval are recorded on CenterPoint Energy’s Condensed Statements of Consolidated Income in Utility natural gas, fuel and purchased power, and net sales within that interval are recorded on CenterPoint Energy’s Condensed Statements of Consolidated Income in Utility revenues. On occasion, prior period transactions are resettled outside the routine process due to a change in the MISO’s tariff or a material interpretation thereof. Expenses associated with resettlements are recorded once the resettlement is probable and the resettlement amount can be estimated. Revenues associated with resettlements are recognized when the amount is determinable and collectability is reasonably assured.

(2) New Accounting Pronouncements

~~In January 2016, the FASB issued ASU No. 2016-01,~~ ~~Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities~~ (ASU 2016-01). ASU 2016-01 requires equity investments that do not result in consolidation and are not accounted for under the equity method to be measured at fair value and to recognize any changes in fair value in net income unless the investments qualify for the new practicability exception. It does not change the guidance for classifying and measuring investments in debt securities and loans. ASU 2016-01 also changes certain disclosure requirements and other aspects related to recognition and measurement of financial assets and financial liabilities. ASU 2016-01 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. As of the first reporting period in which the guidance is adopted, a cumulative-effect adjustment to beginning retained earnings will be made, with two features that will be adopted prospectively. CERC does not believe this standard will have a material impact on its financial position, results of operations, cash flows and disclosures.

~~In 2016, the FASB issued ASU No. 2016-02,~~ ~~Leases (Topic 842)~~ ~~(ASU 2016-02) and related amendments. ASU 2016-02~~The following table provides a comprehensive new lease model that requires lessees to recognize assets and liabilities for most leases and would change certain aspects of lessor accounting. ASU 2016-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. A modified retrospective adoption approach is required. CERC is currently assessing the impact that this standard will have on its financial position, results of operations, cash flows and disclosures.

~~In March 2016, the FASB issued ASU No. 2016-09,~~ ~~Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting~~ (ASU 2016-09). The new guidance simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification

on the statement of cash flows. CERC adopted this standard as of January 1, 2017. The adoption did not have a material impact on CERC’s financial position or results of operations. However, CERC’s statement of cash flows reflects a decrease in financing activity and a corresponding increase in operating activity of $1 million as of both September 30, 2017 and 2016 due to the retrospective application of the requirement that cash paid to a tax authority when shares are withheld to satisfy statutory income tax withholding obligations should be presented as a financing rather than as an ~~operating activity.~~

~~In 2016, the FASB issued ASUs which amended ASU No. 2014-09,~~ ~~Revenue from Contracts with Customers (Topic 606)~~. ASU 2014-09, as amended, provides a comprehensive new revenue recognition model that requires revenue to be recognized in a manner that depicts the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. Early adoption is permitted, and entities have the option of using either a full retrospective or a modified retrospective adoption approach. CERC is currently evaluating its revenue streams under these ASUs and has not yet identified any significant changes as the result of these new standards. A substantial amount of CERC’s revenues are tariff and derivative based, which we do not anticipate will be significantly impacted by these ASUs. CERC expects to adopt these ASUs on January 1, 2018 using the modified retrospective adoption approach.

~~In August 2016, the FASB issued ASU No. 2016-15,~~ ~~Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments~~ ~~(ASU 2016-15). ASU 2016-15 provides clarifying guidance on the classification~~overview of certain ~~cash receipts and payments in~~recently adopted or issued accounting pronouncements applicable to all the statement of cash flows and eliminates the variation in practice related to such classifications. ASU 2016-15 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. A retrospective adoption approach is required. CERC is currently assessing the impact that this standard will have on its statement of cash flows.Registrants, unless otherwise noted.

~~In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash~~ (ASU 2016-18). ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, restricted cash and restricted cash equivalents. As a result, the statement of cash flows will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents. When cash, cash equivalents, restricted cash and restricted cash equivalents are presented in more than one line item on the balance sheet, the new guidance requires a reconciliation of the totals in the statement of cash flows to the related captions in the balance sheet. ASU 2016-18 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. A retrospective adoption approach is required. This standard will not have an impact on CERC’s financial position, results of operations, cash flows and disclosures.



Issued, Not Yet Effective Accounting Standards
ASU Number and Name	Description	Effective Date	Financial Statement Impact upon Adoption
ASU 2016-13- Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments	This standard, including standards amending this standard, requires a new model called CECL to estimate credit losses for (1) financial assets subject to credit losses and measured at amortized cost and (2) certain off-balance sheet credit exposures. Upon initial recognition of the exposure, the CECL model requires an entity to estimate the credit losses expected over the life of an exposure based on historical information, current information and reasonable and supportable forecasts, including estimates of prepayments. Transition method: modified retrospective	January 1, 2020 Early adoption is permitted	The adoption of this standard may result in an adjustment to the carrying value of the Registrants’ accounts receivable. The Registrants do not anticipate the adoption of this standard will have a material impact on the Registrants’ financial position, results of operations or cash flows.
ASU 2018-13- Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement	This standard eliminates, modifies and adds certain disclosure requirements for fair value measurements. Transition method: prospective for additions and one modification and retrospective for all other amendments	Adoption of eliminations and modifications as of September 30, 2018; Additions will be adopted January 1, 2020	The adoption of this standard did not impact the Registrants’ financial position, results of operations or cash flows. Note 8 reflects the disclosures modified upon adoption.
ASU 2018-15- Intangibles-Goodwill and Other- Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract	This standard aligns accounting for implementation costs incurred in a cloud computing arrangement that is accounted for as a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The update also prescribes the balance sheet, income statement, and cash flow classification of the capitalized implementation costs and related amortization expense and requires additional quantitative and qualitative disclosures. Transition method: retrospective or prospective	January 1, 2020 Early adoption is permitted	The adoption of this standard will require the Registrants to capitalize certain costs to implement cloud computing arrangements that are accounted for as service contracts within Prepaid expenses and other current assets on the Registrants’ condensed consolidated balance sheets and record the amortization of such assets within Operation and maintenance expenses on the Registrants’ condensed statements of consolidated income. The Registrants do not anticipate the adoption of this standard will have a material impact on the Registrants’ financial position, results of operations, cash flows or disclosures.

~~In January 2017, the FASB issued ASU No. 2017-01,~~ ~~Business Combinations (Topic 805): Clarifying the Definition of a Business~~ (ASU 2017-01). ASU 2017-01 revises the definition of a business. If substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, then under ASU 2017-01, the asset or group of assets is not a business. The guidance also requires a business to include at least one substantive process and narrows the definition of outputs to be more closely aligned with how outputs are described in ASC 606. ASU 2017-01 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted in certain circumstances. A prospective adoption approach is required. ASU 2017-01 could have a potential impact on CERC’s accounting for future acquisitions.

~~In January 2017, the FASB issued ASU No. 2017-04,~~ ~~Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment~~ (ASU 2017-04). ASU 2017-04 eliminates Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. ASU 2017-04 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. A prospective adoption approach is required. ASU 2017-04 will have an impact on CERC’s future calculation of goodwill impairments if an impairment is identified.

~~In February 2017, the FASB issued ASU No. 2017-05,~~ Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets ~~(ASU 2017-05). ASU 2017-05 clarifies when and how to apply ASC 610-20~~ ~~Gains and Losses from the Derecognition of Nonfinancial Assets, which was issued as part of ASU 2014-09~~ ~~Revenue from Contracts with Customers (Topic 606).~~ ASU 2017-05 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. Companies can elect a retrospective or modified retrospective approach to adoption. CERC does not believe this standard will have a material impact on its financial position, results of operations, cash flows and disclosures.

~~In March 2017, the FASB issued ASU No. 2017-07,~~ ~~Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost~~ ~~(ASU 2017-07). ASU 2017-07 requires an employer to report the service cost component of the net periodic pension cost and postretirement benefit cost in the same line item(s) as other~~

employee compensation costs arising from services rendered during the period; all other components will be presented separately from the line item(s) that includes the service cost and outside of any subtotal of operating income. In addition, only the service cost component will be eligible for capitalization in assets. ASU 2017-07 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. ASU 2017-07 should be applied retrospectively for the presentation of the service cost component and the other components and prospectively for the capitalization of the service cost component. The adoption of this guidance is expected to result in an increase to operating income and a decrease to other income. Prospectively, other components previously capitalized in assets will be recorded as regulatory assets in CERC’s rate-regulated businesses. CERC does not believe this standard will have a material impact on its financial position, results of operations, cash flows and disclosures.

~~In August 2017, the FASB issued ASU No. 2017-12,~~ ~~Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities~~ (ASU 2017-12). ASU 2017-12 expands an entity’s ability to hedge nonfinancial and financial risk components and reduce complexity in fair value hedges of interest rate risk. The guidance eliminates the requirement to separately measure and report hedge ineffectiveness, eases certain documentation and assessment requirements, and updates the presentation and disclosure requirements. ASU 2017-12 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. A cumulative-effect adjustment to eliminate the separate measurement of ineffectiveness upon adoption is required for existing cash flow and net investment hedges. Presentation and disclosure guidance should be applied prospectively. CERC is currently assessing the impact that this standard will have on its financial position, results of operations, cash flows and disclosures.

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

(3) ~~Acquisition~~Mergers and Acquisitions (CenterPoint Energy)

Merger with Vectren. On the Merger Date, pursuant to the Merger Agreement, CenterPoint Energy consummated the previously announced Merger and acquired Vectren for approximately $6 billion in cash. Each share of Vectren common stock issued and outstanding immediately prior to the closing was canceled and converted into the right to receive $72.00 in cash per share, without interest. At the closing, each stock unit payable in Vectren common stock or whose value is determined with reference to the value of Vectren common stock, whether vested or unvested, was canceled with cash consideration paid in accordance with the terms of the Merger Agreement. These amounts did not include a stub period cash dividend of $0.41145 per share, which was declared, with CenterPoint Energy’s consent, by Vectren’s board of directors on January 16, 2019, and paid to Vectren stockholders as of the record date of February 1, 2019.

Pursuant to the Merger Agreement and immediately subsequent to the close of the Merger, CenterPoint Energy cash settled $78 million in outstanding share-based awards issued prior to the Merger Date by Vectren to its employees. As a result of the Merger, CenterPoint Energy assumed a liability for these share-based awards of $41 million and recorded an incremental cost of $37 million in Operation and maintenance expenses on its Condensed Statements of Consolidated Income during the nine months ended September 30, 2019 for the accelerated vesting of the awards in accordance with the Merger Agreement.

~~On January 3, 2017,CES, a wholly-owned subsidiary~~Subsequent to the close of ~~CERC, completed~~the Merger, CenterPoint Energy recognized severance totaling $61 million to employees terminated immediately subsequent to the Merger close, inclusive of change of control severance payments to executives of Vectren under existing agreements, and which is included in Operation and maintenance expenses on its ~~acquisition~~Condensed Statements of ~~AEM. After working capital adjustments,~~Consolidated Income during the ~~final~~nine months ended September 30, 2019.

In connection with the Merger, VUHI and VCC made offers to prepay certain outstanding guaranteed senior notes as required pursuant to certain note purchase ~~price was $147 million~~agreements previously entered into by VUHI and ~~was allocated to identifiable~~VCC. See Note 12 for further details.

Following the closing, shares of Vectren common stock, which previously traded under the ticker symbol “VVC” on the NYSE, ceased trading on and were delisted from the NYSE.

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 ~~based on~~have been recorded at their estimated fair values on the ~~acquisition date.~~Merger Date.

Vectren’s regulated operations, comprised of electric generation and electric and natural gas energy 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 derived from costs including a return on investment of assets and liabilities included in rate base. 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 and liabilities acquired, nor the unaudited pro forma financial information, 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 are considered Level 3 fair value measurements due to the use of significant judgmental and unobservable inputs.

The ~~following table summarizes the final purchase price allocation and the~~ fair value ~~amounts recognized for the~~of Vectren’s assets acquired and liabilities assumed ~~related~~that are not subject to the ~~acquisition:~~rate-setting provisions, including identifiable intangibles, have been determined using the income approach and the market approach. The valuation of Vectren’s long-term debt is primarily considered a Level 2 fair value measurement. All other valuations are considered Level 3 fair value measurements due to the use of significant judgmental and unobservable inputs, including projected timing and amount of future cash flows and discount rates reflecting risk inherent in the future market prices.

The following table presents the preliminary purchase price allocation as of September 30, 2019 (in millions):



Cash and cash equivalents	$	16
Other current assets	598
Property, plant and equipment, net	5,146
Identifiable intangibles	322
Regulatory assets	338
Other assets	151
Total assets acquired	6,571
Current liabilities	690
Regulatory liabilities	944
Other liabilities	860
Long-term debt	2,401
Total liabilities assumed	4,895
Net assets acquired	1,676
Goodwill	4,306
Total purchase price consideration	$	5,982

(in millions)
Total purchase price consideration $ 147
Cash $ 15
Receivables 140
Natural gas inventory 78
Derivative assets 35
Prepaid expenses and other current assets 5
Property and equipment 8
Identifiable intangibles 25
Total assets acquired 306
Accounts payable 113
Derivative liabilities 43
Other current liabilities 7
Other liabilities 1
Total liabilities assumed 164
Identifiable net assets acquired 142
Goodwill 5
Net assets acquired $ 147

CenterPoint Energy has not completed a final valuation analysis necessary to determine the fair market values of all of Vectren’s assets and liabilities or the allocation of its purchase price. The preliminary amounts may change as CenterPoint Energy completes its analysis of key valuation assumptions and various tax matters. The preliminary amounts are subject to revision to the extent that additional information is obtained about the facts and circumstances that existed as of the Merger Date. The final allocation could differ materially from this preliminary purchase price allocation and, as such, no assurances can be provided regarding the preliminary purchase accounting. The final allocation may include changes in the fair value of (1) property, plant and equipment,

~~The~~(2) intangible assets and goodwill, (3) deferred taxes and (4) other assets and liabilities. Changes in the preliminary purchase price allocation since the initial estimates reported in the first quarter of ~~$5 million resulting from the acquisition reflects the~~2019 primarily included additional information obtained related to intangible assets.

The excess of the purchase price over the estimated fair ~~value~~values of the ~~net identifiable~~ assets ~~acquired. The~~acquired and liabilities assumed is recognized as goodwill, ~~recorded~~which is primarily attributable to significant potential strategic benefits to CenterPoint Energy, including growth opportunities for more rate-regulated investment, more customers for existing products and services and additional products and services for existing customers. Additionally, CenterPoint Energy believes the Merger will increase geographic and business diversity as ~~part of the acquisition primarily reflects~~well as scale in attractive jurisdictions and economies. CenterPoint Energy anticipates that the value ~~of the complementary operational and geographic footprints, scale and expanded capabilities provided by the acquisition.~~assigned to goodwill will not be deductible for tax purposes.

Identifiable intangible assets were recorded at estimated fair value as determined by management based on available information, which includes a preliminary valuation prepared by an independent third party. The significant assumptions used in arriving at the estimated identifiable intangible asset values included management’s estimates of future cash flows, the discount rate which is based on the weighted average cost of capital for comparable publicly traded guideline companies and projected customer attrition rates. The useful lives for the identifiable intangible assets were determined using methods that approximate the pattern of economic benefit provided by the utilization of the assets.

The estimated fair value of the identifiable intangible assets and related useful lives as included in the ~~final~~preliminary purchase price allocation include:



	Weighted Average Useful Lives	Estimated Fair Value
	(in years)	(in millions)
Operation and maintenance agreements	24	$	12
Customer relationships	18	220
Construction backlog	1	28
Trade names	10	62
Total		$	322

Estimate Fair Value Estimate Useful Life
(in millions) (in years)
Customer relationships $ 25
15

Amortization expense related to the ~~above identifiable intangible assets~~operation and maintenance agreements and construction backlog was ~~$-0-~~$7 million and $1$19 million for the three and nine months ended September 30, ~~2017, respectively.~~

~~Revenues of approximately $311 million and $989 million,~~2019, respectively, and ~~operating income of approximately $3 million and $28 million, respectively, attributable to the AEM acquisition are reported in the Energy Services business segment and~~is included in ~~CERC’s~~Non-utility cost of revenues, including natural gas on CenterPoint Energy’s Condensed Statements of Consolidated ~~Income~~Income. Amortization expense related to customer relationships and trade names was $5 million and $13 million for the three and nine months ended September 30, ~~2017.~~2019, respectively, and is included in Depreciation and amortization expense on CenterPoint Energy’s Condensed Statements of Consolidated Income.

The results of operations for Vectren included in CenterPoint Energy’s Interim Condensed Financial Statements from the Merger Date are as follows:



	Three Months Ended September 30, 2019		Nine Months Ended September 30, 2019
	(in millions)
Operating revenues	$	756	$	1,917
Net income	67		86

The following unaudited pro forma financial information reflects the consolidated results of operations of ~~CERC,~~CenterPoint Energy, assuming the ~~AEM acquisition~~Merger had taken place on January 1, 2016. Adjustments to pro forma net income include intercompany sales, amortization of intangible assets, depreciation of fixed assets, interest expense associated with debt financing to fund the acquisition, and related income tax effects. The pro forma information does not include the mark-to-market impact of financial instruments designated as cash flow hedges of anticipated purchases and sales at index prices. The effective portion of these hedges are excluded from earnings and reported as changes in Other Comprehensive Income. Additionally, the pro forma information does not include the mark-to-market impact of physical forward transactions that were previously accounted for as normal purchase and sale transactions.

2018. The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of the consolidated results of operations that would have been achieved had the ~~acquisition~~Merger taken place on the dates indicated or of the future consolidated results of operations of the combined company.



	Three Months Ended September 30,					Nine Months Ended September 30,
	2019		2018			2019			2018
	(in millions)
Operating revenues	$	2,742	$	2,877		$	9,317		$	9,521
Net income	279		212		(1)	649		(2)	282		(3)

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
(in millions)
Operating Revenue $ 1,251
$ 1,234
$ 4,731
$ 3,819
Net Income 38
43
239
173


(1)	Pro forma net income was adjusted to exclude $18 million of Vectren Merger-related transaction costs incurred in 2018 and reflected in the historical income statements.


(2)	Pro forma net income was adjusted to exclude $37 million of Vectren Merger-related transaction costs incurred in 2019.


(3)	Pro forma net income was adjusted to include $38 million and $1 million, respectively, of Vectren and CenterPoint Energy Merger-related transaction costs incurred from October 1, 2018 to September 30, 2019.

CenterPoint Energy incurred integration costs in connection with the Merger of $19 million and $67 million for the three and nine months ended September 30, 2019, respectively, which were included in Operation and maintenance expenses in CenterPoint Energy’s Condensed Statements of Consolidated Income.

Acquisition of Utility Pipeline Construction Company. An acquisition was made during the nine months ended September 30, 2019 by CenterPoint Energy’s Infrastructure Services reportable segment, resulting in goodwill and intangible assets of approximately $6 million and $8 million, respectively. The intangible assets primarily relate to backlog and customer relationships. The allocation of the $25 million purchase price is preliminary and subject to change. The results of operations for the acquired company have been included in the consolidated financial statements from the date of acquisition and are not significant to the consolidated financial results of CenterPoint Energy. Pro forma results of operations have not been presented for the acquisition because the effects of the acquisition were not significant to CenterPoint Energy’s consolidated financial results for all periods presented.

(4) ~~Employee Benefit Plans~~Revenue Recognition

In accordance with ASC 606, Revenue from Contracts with Customers, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Registrants expect to be entitled to receive in exchange for these goods or services.

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

CenterPoint Energy



	Three Months Ended September 30, 2019
	Houston Electric T&D (1)			Indiana Electric Integrated (1)		Natural Gas Distribution (1)			Energy Services (2)			Infrastructure Services (2)			Corporate and Other (2)		Total
	(in millions)
Revenue from contracts	$	861		$	165	$	518		$	81		$	377		$	91	$	2,093
Derivatives income	—			—		—			664			—			—		664
Other (3)	(2		)	—		6			—			—			2		6
Eliminations	—			—		(9		)	(11		)	(1		)	—		(21		)
Total revenues	$	859		$	165	$	515		$	734		$	376		$	93	$	2,742

	Nine Months Ended September 30, 2019
	Houston Electric T&D (1)			Indiana Electric Integrated (1) (4)		Natural Gas Distribution (1) (4)			Energy Services (2)			Infrastructure Services (2) (4)			Corporate and Other (2) (4)		Total
	(in millions)
Revenue from contracts	$	2,319		$	388	$	2,581		$	341		$	849		$	210	$	6,688
Derivatives income	3			—		—			2,505			—			—		2,508
Other (3)	(9		)	—		2			—			—			5		(2		)
Eliminations	—			—		(29		)	(92		)	(2		)	—		(123		)
Total revenues	$	2,313		$	388	$	2,554		$	2,754		$	847		$	215	$	9,071

~~CERC’s employees participate in CenterPoint Energy’s postretirement benefit plan. CERC’s net periodic cost includes the following components relating to postretirement benefits:~~

Three Months Ended Nine Months Ended
September 30, September 30,
2017 2016 2017 2016
(in millions)
Service cost $ 1
$ 1
$ 1
$ 1
Interest cost 1
1
3
3
Expected return on plan assets (1 ) (1 ) (1 ) (1 )
Amortization of prior service cost —
—
1
—
Net periodic cost (1)
$ 1
$ 1
$ 4
$ 3



	Three Months Ended September 30, 2018
	Houston Electric T&D (1)			Indiana Electric Integrated (1)		Natural Gas Distribution (1)			Energy Services (2)			Infrastructure Services (2)		Corporate and Other (2)		Total
	(in millions)
Revenue from contracts	$	904		$	—	$	398		$	82		$	—	$	1	$	1,385
Derivatives income	—			—		—			838			—		—		838
Other (3)	(7		)	—		12			—			—		2		7
Eliminations	—			—		(8		)	(10		)	—		—		(18		)
Total revenues	$	897		$	—	$	402		$	910		$	—	$	3	$	2,212

	Nine Months Ended September 30, 2018
	Houston Electric T&D (1)			Indiana Electric Integrated (1)		Natural Gas Distribution (1)			Energy Services (2)			Infrastructure Services (2)		Corporate and Other (2)		Total
	(in millions)
Revenue from contracts	$	2,525		$	—	$	2,093		$	338		$	—	$	4	$	4,960
Derivatives income	(4		)	—		—			2,727			—		—		2,723
Other (3)	(19		)	—		(35		)	—			—		7		(47		)
Eliminations	—			—		(26		)	(57		)	—		—		(83		)
Total revenues	$	2,502		$	—	$	2,032		$	3,008		$	—	$	11	$	7,553


(1)	Reflected in Utility revenues in the Condensed Statements of Consolidated Income.


(2)	Reflected in Non-utility revenues in the Condensed Statements of Consolidated Income.

(3)

Primarily consists of income from ARPs and leases. ARPs are contracts between the utility and its regulators, not between the utility and a customer. The Registrants recognize ARP revenue as other revenues when the regulator-specified conditions for recognition have been met. Upon recovery of ARP revenue through incorporation in rates charged for utility service to customers, ARP revenue is reversed and recorded as revenue from contracts with customers. The recognition of ARP revenues and the reversal of ARP revenues upon recovery through rates charged for utility service may not occur in the same period.


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

Houston Electric



	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
	(in millions)
Revenue from contracts	$	861		$	904		$	2,319		$	2,525
Other (1)	(2		)	(7		)	(9		)	(19		)
Total revenues	$	859		$	897		$	2,310		$	2,506

(1)

CERC



	Three Months Ended September 30,
	2019											2018
	Natural Gas Distribution (1)			Energy Services (2)			Corporate and Other (2)		Total			Natural Gas Distribution (1)			Energy Services (2)			Corporate and Other (2)		Total
	(in millions)
Revenue from contracts	$	393		$	81		$	3	$	477		$	398		$	82		$	—	$	480
Derivatives income	—			664			—		664			—			838			—		838
Other (3)	5			—			—		5			12			—			—		12
Eliminations	(9		)	(11		)	—		(20		)	(8		)	(10		)	—		(18		)
Total revenues	$	389		$	734		$	3	$	1,126		$	402		$	910		$	—	$	1,312

	Nine Months Ended September 30,
	2019											2018
	Natural Gas Distribution (1)			Energy Services (2)			Corporate and Other (2)		Total			Natural Gas Distribution (1)			Energy Services (2)			Corporate and Other (2)		Total
	(in millions)
Revenue from contracts	$	2,101		$	341		$	4	$	2,446		$	2,093		$	338		$	—	$	2,431
Derivatives income	—			2,505			—		2,505			—			2,727			—		2,727
Other (3)	5			—			—		5			(35		)	—			—		(35		)
Eliminations	(29		)	(91		)	—		(120		)	(26		)	(57		)	—		(83		)
Total revenues	$	2,077		$	2,755		$	4	$	4,836		$	2,032		$	3,008		$	—	$	5,040


(1)	Reflected in Utility revenues in the Condensed Statements of Consolidated Income.


(2)	Reflected in Non-utility revenues in the Condensed Statements of Consolidated Income.

(3)

Revenues from Contracts with Customers

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

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

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

Energy Services (CenterPoint Energy and CERC). The majority of CES natural gas sales contracts are considered a derivative, as the contracts typically have a stated minimum or contractual volume of delivery.

For contracts in which CES delivers the full requirement of the natural gas needed by the customer and a volume is not stated, a contract as defined under ASC 606 is created upon the customer’s exercise of its option to take natural gas. CES supplies natural gas to retail customers over time as customers consume the natural gas when delivered. For wholesale customers, CES supplies natural gas at a point in time because the wholesale customer is presumed to have storage capabilities. Control is transferred to both types of customers upon delivery of natural gas. Revenue is recognized on a monthly basis based on the estimated volume of natural gas delivered and the price agreed upon with the customer. Payments are received on a monthly basis.

AMAs are natural gas sales contracts under which CES also assumes management of a customer’s physical storage and/or transportation capacity. AMAs have two distinct performance obligations, which consist of natural gas sales and natural gas delivery because delivery could occur separate from the sale of natural gas (e.g., from storage to customer premises). Most AMAs’ natural gas sales performance obligations are accounted for as embedded derivatives. The transaction price is allocated between the sale of natural gas and the delivery based on the stand-alone selling price as stated in the contract. CES performs natural gas delivery over time as customers take delivery of the natural gas and recognizes revenue on an aggregated monthly basis based on the volume of natural gas delivered and the fees stated within the contract. Payments are received on a monthly basis.

Infrastructure Services (CenterPoint Energy). Infrastructure Services provides underground pipeline construction and repair services. The contracts are generally less than one year in duration and consist of fixed price, unit, and time and material customer contracts. Under unit or time and material contracts, Infrastructure Services performs construction and repair services under specific work-orders at prices established by master service agreements. The performance obligation is defined at the work-order level. These services are billed to customers monthly or more frequently for work completed based on units completed or the costs of time and material incurred and generally require payment within 30 days of billing. Infrastructure Services has the right to consideration from customers in an amount that corresponds directly with the performance obligation satisfied, and therefore recognizes revenue at a point in time in the amount to which it has the right to invoice, which results in accrued unbilled revenuesat the end of each accounting period.

Under fixed price contracts, Infrastructure Services performs larger scale construction and repair services. Each contract is typically accounted for as a single performance obligation. Services performed under fixed price contracts are typically billed per the terms of the contract, which can range from completion of specific milestones to scheduled billing intervals. Billings occur monthly or more frequently for work completed and generally require payment within 30 days of billing. Revenue for fixed price contracts is recognized over time as control is transferred using the input method, considering costs incurred relative to total expected cost. Total expected cost is therefore a significant judgment affecting the amount and timing of revenue recognition. Infrastructure Services’ revenues are not subject to significant returns, refunds or warranty obligations.

Contract Balances. When the timing of delivery of service is different from the timing of the payments made by customers and when the right to consideration is conditioned on something other than the passage of time, the Registrants recognize either a contract asset (performance precedes billing) or a contract liability (customer payment precedes performance). Those customers that prepay are represented by contract liabilities until the performance obligations are satisfied. The Registrants’ contract assets are included in Accrued unbilled revenues in their Condensed Consolidated Balance Sheets. On an aggregate basis as of September 30, 2019, the Registrants’ contract assets primarily relate to contracts in the Infrastructure Services segment where revenue is recognized using the input method. The Registrants’ contract liabilities are included in Accounts payable and Other current liabilitiesin their Condensed Consolidated Balance Sheets. On an aggregate basis as of September 30, 2019, the Registrants’ contract liabilities primarily relate to ESG contracts where revenue is recognized using the input method.

The opening and closing balances of accounts receivable, other accrued unbilled revenue, contract assets and contract liabilities from contracts with customers for the nine months ended September 30, 2019 are as follows:

CenterPoint Energy



	Accounts Receivable		Other Accrued Unbilled Revenues			Contract Assets		Contract Liabilities
	(in millions)
Opening balance as of December 31, 2018 (1)	$	763	$	575		$	37	$	47
Closing balance as of September 30, 2019	779		403			75		42
Increase (decrease)	$	16	$	(172	)	$	38	$	(5	)


(1)	~~Net~~Opening balances related to Vectren are as of February 1, 2019.

The amount of revenue recognized in the nine-month period ended September 30, 2019 that was included in the opening contract liability was $46 million. The difference between the opening and closing balances of the contract liabilities primarily results from the timing difference between CenterPoint Energy’s performance and the customer’s payment.

Houston Electric



	Accounts Receivable		Other Accrued Unbilled Revenues		Contract Liabilities
	(in millions)
Opening balance as of December 31, 2018	$	234	$	110	$	3
Closing balance as of September 30, 2019	325		136		4
Increase	$	91	$	26	$	1

The amount of revenue recognized in the nine-month period ended September 30, 2019 that was included in the opening contract liability was $3 million. The difference between the opening and closing balances of the contract liabilities primarily results from the timing difference between Houston Electric’s performance and the customer’s payment.

CERC



	Accounts Receivable			Other Accrued Unbilled Revenues
	(in millions)
Opening balance as of December 31, 2018	$	282		$	263
Closing balance as of September 30, 2019	137			82
Decrease	$	(145	)	$	(181	)

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

Remaining Performance Obligations (CenterPoint Energy).The table below discloses (1) the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of the end of the reporting period for contracts and (2) when CenterPoint Energy expects to recognize this revenue. Such contracts include fixed price contracts in the Infrastructure Services reportable segment.



	Rolling 12 Months		Thereafter		Total
	(in millions)
Revenue expected to be recognized on contracts in place as of September 30, 2019:
Fixed price (bid)	$	365	$	—	$	365
	$	365	$	—	$	365

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

(5) Employee Benefit Plans

As a result of the Merger, CenterPoint Energy now maintains three additional qualified defined benefit pension plans which are closed to new participants, a non-qualified SERP and a postretirement benefit plan. The defined benefit pension plans cover eligible full-time regular employees and retirees of Vectren and are primarily non-contributory. The postretirement benefit plan provides health care and life insurance benefits, which are a combination of self-insured and fully insured programs, to eligible Vectren retirees on both a contributory and non-contributory basis.

CenterPoint Energy, through its Infrastructure Services reportable segment, participates in several industry wide multi-employer pension plans for its collective bargaining employees which provide for monthly benefits based on length of service. The risks of participating in multi-employer pension plans are different from the risks of participating in single-employer pension plans in the following respects: (1) assets contributed to the multi-employer plan by one employer may be used to provide benefits

to employees of other participating employers, (2) if a participating employer stops contributing to the plan, the unfunded obligations of the plan allocable to such withdrawing employer may be borne by the remaining participating employers and (3) if CenterPoint Energy stops participation in some of its multi-employer pension plans, CenterPoint Energy may be required to pay those plans an amount based on its allocable share of the underfunded status of the plan, referred to as a withdrawal liability.

CenterPoint Energy, through Vectren, also acquired additional defined contribution retirement savings plans qualified under sections 401(a) and 401(k) of the Internal Revenue Code.

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

Pension Benefits (CenterPoint Energy)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
	(in millions)
Service cost (1)	$	10		$	10		$	30		$	28
Interest cost (2)	25			20			73			59
Expected return on plan assets (2)	(27		)	(27		)	(79		)	(80		)
Amortization of prior service cost (2)	2			3			6			7
Amortization of net loss (2)	13			10			39			32
Settlement cost (3) (2)	1			—			2			—
Curtailment gain (4) (2)	—			—			(1		)	—
Net periodic cost	$	24		$	16		$	70		$	46


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


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

(3)

A one-time, non-cash settlement cost is required when the total lump sum distributions or other settlements of plan benefit obligations during a plan year exceed the service cost and interest cost components of the net periodic cost for that year. CenterPoint Energy recognized a non-cash settlement cost of $1 million in ~~this table~~June and September 2019, respectively, due to lump sum settlement payments.

(4)

A curtailment gain or loss is ~~before considering amounts subject~~required when the expected future services of a significant number of employees are reduced or eliminated for the accrual of benefits. In February 2019, CenterPoint Energy recognized a pension curtailment gain of $1 million related to ~~overhead allocations for capital expenditure projects or for amounts subject to deferral for regulatory purposes.~~ Vectren employees whose employment was terminated after the Merger closed.

~~CERC expects~~Postretirement Benefits



	Three Months Ended September 30,
	2019									2018
	CenterPoint Energy			Houston Electric			CERC			CenterPoint Energy			Houston Electric			CERC
	(in millions)
Service cost (1)	$	2		$	—		$	—		$	—		$	—		$	1
Interest cost (2)	4			1			2			3			2			1
Expected return on plan assets (2)	(3		)	(1		)	—			(1		)	(1		)	—
Amortization of prior service cost (credit) (2)	(1		)	(1		)	—			(1		)	(1		)	—
Net periodic cost (income)	$	2		$	(1	)	$	2		$	1		$	—		$	2

	Nine Months Ended September 30,
	2019									2018
	CenterPoint Energy			Houston Electric			CERC			CenterPoint Energy			Houston Electric			CERC
	(in millions)
Service cost (1)	$	3		$	—		$	1		$	1		$	—		$	1
Interest cost (2)	12			5			4			10			6			3
Expected return on plan assets (2)	(6		)	(3		)	(1		)	(4		)	(3		)	(1		)
Amortization of prior service cost (credit) (2)	(3		)	(4		)	—			(3		)	(4		)	1
Net periodic cost (income)	$	6		$	(2	)	$	4		$	4		$	(1	)	$	4


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


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

The table below reflects the expected contributions to ~~contribute approximately~~ ~~$5 million~~be made to ~~its~~the pension and postretirement benefit ~~plan~~plans during 2019:



	CenterPoint Energy		Houston Electric		CERC
	(in millions)
Expected minimum contribution to pension plans during 2019	$	94	$	—	$	—
Expected contribution to postretirement benefit plans in 2019	20		10		4

The table below reflects the contributions made to the pension and postretirement benefit plans during 2019:



	Three Months Ended September 30, 2019						Nine Months Ended September 30, 2019
	CenterPoint Energy		Houston Electric		CERC		CenterPoint Energy		Houston Electric		CERC
	(in millions)
Pension plans	$	65	$	—	$	—	$	94	$	—	$	—
Postretirement benefit plans	4		3		1		12		8		3

(6) Regulatory Matters

The following is a list of regulatory assets and liabilities reflected on the Registrants’ respective Condensed Consolidated Balance Sheets:



	September 30, 2019									December 31, 2018
	CenterPoint Energy			Houston Electric			CERC			CenterPoint Energy			Houston Electric			CERC
Regulatory Assets:	(in millions)
Current regulatory assets (1)	$	18		$	—		$	18		$	77		$	—		$	77
Non-current regulatory assets:
Securitized regulatory assets	821			821			—			1,059			1,059			—
Unrecognized equity return (2)	(175		)	(175		)	—			(213		)	(213		)	—
Unamortized loss on reacquired debt (3)	63			63			—			68			68			—
Pension and postretirement-related regulatory asset (3)	683			35			27			725			33			30
Hurricane Harvey restoration costs (3)	68			64			4			68			64			4
Regulatory assets related to TCJA (3) (4)	30			23			7			33			23			10
Asset retirement obligation (3)	139			25			92			109			24			85
Other regulatory assets-not earning a return (5)	154			65			46			81			55			26
Other regulatory assets	411			30			13			37			11			26
Total non-current regulatory assets	2,194			951			189			1,967			1,124			181
Total regulatory assets	2,212			951			207			2,044			1,124			258
Regulatory Liabilities:
Current regulatory liabilities (6)	31			—			28			38			17			21
Non-current regulatory liabilities:
Regulatory liabilities related to TCJA (4)	1,606			830			449			1,323			847			476
Estimated removal costs	1,430			259			634			886			269			617
Other regulatory liabilities	445			206			138			316			182			134
Total non-current regulatory liabilities	3,481			1,295			1,221			2,525			1,298			1,227
Total regulatory liabilities	3,512			1,295			1,249			2,563			1,315			1,248
Total regulatory assets and liabilities, net	$	(1,300	)	$	(344	)	$	(1,042	)	$	(519	)	$	(191	)	$	(990	)


(1)	Current regulatory assets are included in Prepaid expenses and other current assets in the Registrants’ respective Condensed Consolidated Balance Sheets.

(2)

The unrecognized equity return will be recognized as it is recovered in rates through 2024. The timing of CenterPoint Energy’s and Houston Electric’s recognition of the equity return will vary each period based on amounts actually collected during the period. The actual amounts recognized are adjusted at least annually to correct any over-collections or under-collections during the preceding 12 months.



	Three Months Ended September 30,								Nine Months Ended September 30,
	2019				2018				2019				2018
	CenterPoint Energy		Houston Electric		CenterPoint Energy		Houston Electric		CenterPoint Energy		Houston Electric		CenterPoint Energy		Houston Electric
	(in millions)
Allowed equity return recognized	$	14	$	14	$	17	$	17	$	38	$	38	$	62	$	62


(3)	Substantially all of these regulatory assets are not earning a return.


(4)	The EDIT and deferred revenues will be recovered or refunded to customers as required by tax and regulatory authorities.


(5)	Regulatory assets acquired in the Merger and not earning a return were recorded at fair value as of the Merger Date. Such fair value adjustments are recognized over time until the regulatory asset is recovered.


(6)	Current regulatory liabilities are included in Other current liabilities in each of the Registrants’ respective Condensed Consolidated Balance Sheets.

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

On April 5, 2019, and subsequently adjusted in ~~2017,~~errata filings in May and June 2019, Houston Electric filed its base rate application with the PUCT and the cities in its service area seeking approval for revenue increases of approximately $194 million, exclusive of the EDIT refund discussed below.

The key proposals of the rate case include:

a rate base of $6.4 billion with a 50% debt, 50% equity capital structure and a 10.4% ROE;

a prudency determination on all capital investments made by Houston Electric since January 1, 2010;

the establishment of a rider to refund unprotected EDIT resulting from the TCJA; and

updated depreciation rates and approval to recover other costs.

On September 16, 2019, the ALJs issued a PFD recommending a revenue increase of approximately $2.6 million, which is lower than as filed primarily due to the recommended rate base and operation and maintenance expense disallowances, lower equity capital structure, and lower return on equity. If the PFD were approved in its entirety, it would result, among other things, in a one-time refund obligation of capital previously recovered through Houston Electric’s TCOS and DCRF mechanisms, and a pre-tax write-off of approximately $1$120 million for rate base disallowance of assets recorded in CenterPoint Energy’s and ~~$4 million were contributed during the three and nine months ended~~Houston Electric’s Condensed Consolidated Balance Sheets as of September 30, ~~2017, respectively.~~2019. The amount of any refunds for previously recovered capital would be determined in a separate proceeding with the PUCT. Furthermore, the PFD recommends a separate proceeding with the PUCT to determine the amount, if any, of $158 million EDIT on Houston Electric’s securitized assets to be provided to customers.

The PUCT has not yet begun deliberating on the PFD, which is prepared by judges at a different state agency. A final order from the PUCT is currently expected in the fourth quarter of 2019, but motions for rehearing, if granted, could result in the order being issued in 2020. CenterPoint Energy and Houston Electric cannot predict the outcome of the proceeding.

CenterPoint Energy and Houston Electric record pre-tax expense for disallowed capital investments and customer refund obligations when the amounts are deemed both probable and estimable.

~~(5) Regulatory Accounting~~

~~Hurricane Harvey.~~ NGD suffered damage as a result of Hurricane Harvey, a major storm classified as a Category 4 hurricane on the Saffir-Simpson Hurricane Wind Scale, that first struck the Texas coast on Friday, August 25, 2017 and remained over the Houston area for the next several days. The unprecedented flooding from torrential amounts of rainfall accompanying the storm caused significant damage to or destruction of residences and businesses served by NGD.

Currently, NGD estimates that total costs to restore natural gas distribution facilities damaged as a result of Hurricane Harvey will range from $25 million to $30 million and estimates that the total restoration costs covered by insurance will be approximately $17 million. NGD will defer the uninsured storm restoration costs as management believes it is probable that such costs will be recovered through traditional rate adjustment mechanisms for capital costs and through the next rate proceeding for operation and maintenance expenses. As of September 30, 2017, NGD has recorded approximately $7 million in regulatory assets, net of $2 million of insurance receivables recorded, for restoration costs incurred. As a result, storm restoration costs should not materially affect CERC’s reported net income for 2017.

~~(6)~~ (7) Derivative Instruments

~~CERC is~~The Registrants are exposed to various market risks. These risks arise from transactions entered into in the normal course of business. ~~CERC utilizes~~The Registrants utilize derivative instruments such as physical forward contracts, swaps and options to mitigate the impact of changes in commodity prices, weather and interest rates on ~~its~~ operating results and cash flows. ~~Such derivatives are recognized in CERC’s Condensed Consolidated Balance Sheets at their fair value unless CERC elects the normal purchase~~


(a)	Non-Trading Activities

Commodity Derivative Instruments (CenterPoint Energy and sales exemption for qualified physical transactions. A derivative may be designated as a normal purchase or sale if the intent is to physically receive or deliver the product for use or sale in the normal course of business.

CERC).CenterPoint Energy, ~~has a Risk Oversight Committee composed of corporate~~through its Indiana Utilities, and business segment officers that oversees commodity price, weather and credit risk activities, including CERC’s marketing, risk management services and hedging activities. The committee’s duties are to establish CERC’s commodity risk policies, allocate board-approved commercial risk limits, approve the use of new products and commodities, monitor positions and ensure compliance with CERC’s risk management policies, procedures and limits established by CenterPoint Energy’s board of directors.

CERC’s policies prohibit the use of leveraged financial instruments. A leveraged financial instrument, for this purpose, is a transaction involving a derivative whose financial impact will be based on an amount other than the notional amount or volume of the instrument.

~~(a) Non-Trading Activities~~

~~Derivative Instruments.~~CERC, ~~enters~~through CES, enter into certain derivative instruments to mitigate the effects of commodity price movements. Certain financial instruments used to hedge portions of the natural gas inventory of the Energy Services ~~business~~reportable segment are designated as fair value hedges for accounting purposes. Outstanding derivative instruments designated as economic hedges at the Indiana Utilities hedge long-term variable rate natural gas purchases. The Indiana Utilities have authority to refund and recover mark-to-market gains and losses associated with hedging natural gas purchases, and thus the gains and losses on derivatives are deferred in a regulatory liability or asset. All other financial instruments do not qualify or are not designated as cash flow or fair value hedges.

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

the gains and losses on derivatives are deferred in a regulatory liability or asset. For the impacts of cash flow hedges to Accumulated other comprehensive income, see Note 20.

The table below summarizes the Registrants’ outstanding interest rate hedging activity:



	September 30, 2019				December 31, 2018
Hedging Classification	Notional Principal
	CenterPoint Energy (1)		Houston Electric		CenterPoint Energy		Houston Electric
	(in millions)
Economic hedge	$	84	$	—	$	—	$	—
Cash flow hedge	—		—		450		450


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

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

CenterPoint Energy and CERC, ~~entered~~as applicable, enter into ~~heating-degree day swaps~~winter season weather hedges from time to time for certain NGD ~~Texas~~ jurisdictions and electric operations’ service territory to mitigate the effect of fluctuations from normal weather on ~~its~~ results of operations and cash ~~flows for the 2017–2018 winter~~flows. These weather hedges are based on heating ~~season, which contained a bilateral dollar cap of $8 million. However, CERC did~~degree days at 10-year normal weather. Houston Electric and Indiana Electric do not enter into ~~heating-degree day swaps for NGD jurisdictions for the 2015–2016 or 2016–2017 winter heating seasons.~~weather hedges.

The tables below summarize CenterPoint Energy’s and CERC’s current weather hedge gain (loss) activity:

~~Hedging of Interest Expense for Future Debt Issuances.~~ In August 2017, CERC Corp. entered into forward interest rate agreements with several counterparties, having an aggregate notional amount of $150 million. These agreements were executed to hedge, in part, volatility in the 30-year U.S. treasury rate by reducing CERC Corp.’s exposure to variability in cash flows related to interest payments of CERC Corp.’s $300 million issuance of fixed rate debt in August 2017. These forward interest rate agreements were designated as cash flow hedges. Accordingly, the effective portion of realized losses associated with the agreements, which totaled approximately $1.5 million, is a component of accumulated other comprehensive income in 2017 and will be amortized over the life of the notes.



	Three Months Ended September 30,
	2019							2018
Texas Operations	Winter Season	Bilateral Cap		CenterPoint Energy		CERC		Winter Season	Bilateral Cap		CenterPoint Energy		CERC
	(in millions)
NGD	2018 – 2019	$	9	$	—	$	—	2017 – 2018	$	8	$	—	$	—
Electric operations	2018 – 2019	8		—		—		2017 – 2018	9		—		—
Total (1)				$	—	$	—				$	—	$	—

~~(b) Derivative Fair Values and Income Statement Impacts~~



	Nine Months Ended September 30,
	2019							2018
Texas Operations	Winter Season	Bilateral Cap		CenterPoint Energy		CERC		Winter Season	Bilateral Cap		CenterPoint Energy			CERC
	(in millions)
NGD	2018 – 2019	$	9	$	—	$	—	2017 – 2018	$	8	$	—		$	—
Electric operations	2018 – 2019	8		3		—		2017 – 2018	9		(4		)	—
Total (1)				$	3	$	—				$	(4	)	$	—


(1)	Weather hedge gains (losses) are recorded in Revenues in the Condensed Statements of Consolidated Income.


(b)	Derivative Fair Values and Income Statement Impacts

The following tables present information about ~~CERC’s~~ derivative instruments and hedging activities. The first ~~four~~three tables provide a balance sheet overview of ~~CERC’s~~ Derivative Assets and Liabilities, ~~as of September 30, 2017 and December 31, 2016,~~ while the last ~~table provides~~two tables provide a breakdown of the related income statement ~~impacts for the three~~impacts.

Fair Value of Derivative Instruments and ~~nine months ended September 30, 2017 and 2016.~~Hedged Items

CenterPoint Energy


Fair Value of Derivative Instruments
	September 30, 2017						September 30, 2019				December 31, 2018
						Balance Sheet Location	Derivative Assets Fair Value		Derivative Liabilities Fair Value		Derivative Assets Fair Value		Derivative Liabilities Fair Value
							(in millions)
Derivatives designated as cash flow hedges:						Derivatives designated as cash flow hedges:
Interest rate derivatives						Current Liabilities: Non-trading derivative liabilities	$	—	$	—	$	—	$	24
Derivatives designated as fair value hedges:	Balance Sheet Location	Derivative Assets Fair Value		Derivative Liabilities Fair Value		Derivatives designated as fair value hedges:
		(in millions)
Natural gas derivatives (1) (2) (3)	Current Assets: Non-trading derivative assets	$	—	$	—	Current Liabilities: Non-trading derivative liabilities	7		—		1		7
Natural gas derivatives (1) (2) (3)	Current Liabilities: Non-trading derivative liabilities	5		—

Derivatives not designated as hedging instruments:						Derivatives not designated as hedging instruments:
Natural gas derivatives (1) (2) (3)	Current Assets: Non-trading derivative assets	65		2		Current Assets: Non-trading derivative assets	123		3		103		3
Natural gas derivatives (1) (2) (3)	Other Assets: Non-trading derivative assets	58		2		Other Assets: Non-trading derivative assets	65		—		38		—
Natural gas derivatives (1) (2) (3)	Current Liabilities: Non-trading derivative liabilities	27		55		Current Liabilities: Non-trading derivative liabilities	69		154		62		173
Natural gas derivatives (1) (2) (3)	Other Liabilities: Non-trading derivative liabilities	9		25		Other Liabilities: Non-trading derivative liabilities	13		68		16		25
Total		$	164	$	84
Interest rate derivatives						Other Liabilities	—		15		—		—
Indexed debt securities derivative						Current Liabilities	—		817		—		601
Total CenterPoint Energy						Total CenterPoint Energy	$	277	$	1,057	$	220	$	833


(1)	The fair value shown for natural gas contracts is comprised of derivative gross volumes totaling ~~1,866~~2,252 Bcf or a net 46374 Bcf long ~~position.~~position and 1,674 Bcf or a net 140 Bcf long position as of September 30, 2019 and December 31, 2018, respectively. Certain natural gas contracts hedge basis risk only and lack a fixed price exposure.

(2)

Natural gas contracts are presented on a net basis in ~~the~~CenterPoint Energy’s Condensed Consolidated Balance Sheets as they are subject to master netting arrangements. This netting applies to all undisputed amounts due or past due and causes derivative assets (liabilities) to be ultimately presented net in a liability (asset) account within ~~the~~CenterPoint Energy’s Condensed Consolidated Balance Sheets. The net of total non-trading natural gas derivative assets and liabilities ~~was a $93 million asset as shown on CERC’s Condensed Consolidated Balance Sheets (and as~~is detailed in the Offsetting of Natural Gas Derivative Assets and Liabilities table ~~below), and was comprised of the natural gas contracts derivative assets and liabilities separately shown above, impacted by collateral netting of $13 million.~~below.


(3)	Derivative Assets and Derivative Liabilities include no material amounts related to physical forward transactions with Enable.

Houston Electric

Offsetting of Natural Gas Derivative Assets and Liabilities
September 30, 2017

Gross Amounts Recognized (1)
Gross Amounts Offset in the Consolidated Balance Sheets Net Amount Presented in the Consolidated Balance Sheets (2)
(in millions)
Current Assets: Non-trading derivative assets $ 97
$ (33 ) $ 64
Other Assets: Non-trading derivative assets 67
(11 ) 56
Current Liabilities: Non-trading derivative liabilities (57 ) 40
(17 )
Other Liabilities: Non-trading derivative liabilities (27 ) 17
(10 )
Total $ 80
$ 13
$ 93



		September 30, 2019				December 31, 2018
	Balance Sheet Location	Derivative Assets Fair Value		Derivative Liabilities Fair Value		Derivative Assets Fair Value		Derivative Liabilities Fair Value
		(in millions)
Derivatives designated as cash flow hedges:
Interest rate derivatives	Current Liabilities: Non-trading derivative liabilities	$	—	$	—	$	—	$	24
Total Houston Electric		$	—	$	—	$	—	$	24

CERC



		September 30, 2019				December 31, 2018
	Balance Sheet Location	Derivative Assets Fair Value		Derivative Liabilities Fair Value		Derivative Assets Fair Value		Derivative Liabilities Fair Value
		(in millions)
Derivatives designated as fair value hedges:
Natural gas derivatives (1) (2) (3)	Current Liabilities: Non-trading derivative liabilities	$	7	$	—	$	1	$	7
Derivatives not designated as hedging instruments:
Natural gas derivatives (1) (2) (3)	Current Assets: Non-trading derivative assets	123		3		103		3
Natural gas derivatives (1) (2) (3)	Other Assets: Non-trading derivative assets	65		—		38		—
Natural gas derivatives (1) (2) (3)	Current Liabilities: Non-trading derivative liabilities	69		148		62		173
Natural gas derivatives (1) (2) (3)	Other Liabilities: Non-trading derivative liabilities	13		54		16		25
Total CERC		$	277	$	205	$	220	$	208


~~(1)~~	~~Gross amounts recognized include some derivative assets and liabilities that are not subject to master netting arrangements.~~


~~(2)~~	The derivative assets and liabilities on the Condensed Consolidated Balance Sheets exclude accounts receivable or accounts payable that, should they exist, could be used as offsets to these balances in the event of a default.

Fair Value of Derivative Instruments
December 31, 2016
Derivatives not designated
as hedging instruments

Balance Sheet
Location

Derivative
Assets
Fair Value

Derivative
Liabilities
Fair Value
(in millions)
Natural gas derivatives (1) (2) (3)
Current Assets: Non-trading derivative assets $ 79
$ 14
Natural gas derivatives (1) (2) (3)
Other Assets: Non-trading derivative assets 24
5
Natural gas derivatives (1) (2) (3)
Current Liabilities: Non-trading derivative liabilities 2
43
Natural gas derivatives (1) (2) (3)
Other Liabilities: Non-trading derivative liabilities —
5
Total (4)
$ 105
$ 67


(1)	The fair value shown for natural gas contracts is comprised of derivative gross volumes totaling ~~1,035~~2,252 Bcf or a net 59374 Bcf long ~~position.~~position and 1,674 Bcf or a net 140 Bcf long position as of September 30, 2019 and December 31, 2018, respectively. Certain natural gas contracts hedge basis risk only and lack a fixed price exposure.

(2)

Natural gas contracts are presented on a net basis in ~~the~~CERC’s Condensed Consolidated Balance Sheets as they are subject to master netting arrangements. This netting applies to all undisputed amounts due or past due and causes derivative assets (liabilities) to be ultimately presented net in a liability (asset) account within ~~the~~CERC’s Condensed Consolidated Balance Sheets. The net of total non-trading natural gas derivative assets and liabilities ~~was a $24 million asset as shown on CERC’s Condensed Consolidated Balance Sheets (and as~~is detailed in the Offsetting of Natural Gas Derivative Assets and Liabilities table ~~below), and was comprised of the natural gas contracts derivative assets and liabilities separately shown above, impacted by collateral netting of $14 million.~~below.


(3)	Derivative Assets and Derivative Liabilities include no material amounts related to physical forward transactions with Enable.

Cumulative Basis Adjustment for Fair Value Hedges (CenterPoint Energy and CERC)



		September 30, 2019
	Balance Sheet Location	Carrying Amount of Hedged Assets/(Liabilities)				Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of Hedged Item
		CenterPoint Energy		CERC		CenterPoint Energy			CERC
		(in millions)
Hedged items in fair value hedge relationship:
Natural gas inventory	Current Assets: Natural gas inventory	$	42	$	42	$	(7	)	$	(7	)
Total		$	42	$	42	$	(7	)	$	(7	)



		December 31, 2018
	Balance Sheet Location	Carrying Amount of Hedged Assets/(Liabilities)				Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of Hedged Item
		CenterPoint Energy		CERC		CenterPoint Energy		CERC
		(in millions)
Hedged items in fair value hedge relationship:
Natural gas inventory	Current Assets: Natural gas inventory	$	57	$	57	$	1	$	1
Total		$	57	$	57	$	1	$	1


~~(4)~~	~~No derivatives were designated as fair value hedges as of December 31, 2016.~~

Offsetting of Natural Gas Derivative Assets and Liabilities (CenterPoint Energy and CERC)

CenterPoint Energy


Offsetting of Natural Gas Derivative Assets and Liabilities
	December 31, 2016									September 30, 2019									December 31, 2018
	Gross Amounts Recognized (1)			Gross Amounts Offset in the Consolidated Balance Sheets			Net Amount Presented in the Consolidated Balance Sheets (2)			Gross Amounts Recognized (1)			Gross Amounts Offset in the Consolidated Balance Sheets			Net Amount Presented in the Consolidated Balance Sheets (2)			Gross Amounts Recognized (1)			Gross Amounts Offset in the Consolidated Balance Sheets			Net Amount Presented in the Consolidated Balance Sheets (2)
	(in millions)									(in millions)
Current Assets: Non-trading derivative assets	$	81		$	(30	)	$	51		$	199		$	(79	)	$	120		$	166		$	(66	)	$	100
Other Assets: Non-trading derivative assets	24			(5		)	19			78			(14		)	64			54			(16		)	38
Current Liabilities: Non-trading derivative liabilities	(57		)	16			(41		)	(157		)	107			(50		)	(183		)	81			(102		)
Other Liabilities: Non-trading derivative liabilities	(10		)	5			(5		)	(68		)	36			(32		)	(25		)	20			(5		)
Total	$	38		$	(14	)	$	24
Total CenterPoint Energy										$	52		$	50		$	102		$	12		$	19		$	31

CERC



	September 30, 2019									December 31, 2018
	Gross Amounts Recognized (1)			Gross Amounts Offset in the Consolidated Balance Sheets			Net Amount Presented in the Consolidated Balance Sheets (2)			Gross Amounts Recognized (1)			Gross Amounts Offset in the Consolidated Balance Sheets			Net Amount Presented in the Consolidated Balance Sheets (2)
	(in millions)
Current Assets: Non-trading derivative assets	$	199		$	(79	)	$	120		$	166		$	(66	)	$	100
Other Assets: Non-trading derivative assets	78			(14		)	64			54			(16		)	38
Current Liabilities: Non-trading derivative liabilities	(151		)	107			(44		)	(183		)	81			(102		)
Other Liabilities: Non-trading derivative liabilities	(54		)	36			(18		)	(25		)	20			(5		)
Total CERC	$	72		$	50		$	122		$	12		$	19		$	31


(1)	Gross amounts recognized include some derivative assets and liabilities that are not subject to master netting arrangements.


(2)	The derivative assets and liabilities on the Registrant’s respective Condensed Consolidated Balance Sheets exclude accounts receivable or accounts payable that, should they exist, could be used as offsets to these balances in the event of a default.

Realized and unrealized gains and losses on natural gas derivatives are recognized in the Condensed Statements of Consolidated Income as revenue for physical sales derivative contracts and as natural gas expense for financial natural gas derivatives and physical purchase natural gas derivatives.

Income Statement Impact of Hedge ~~ineffectiveness is recorded as a component of natural gas expense~~Accounting Activity (CenterPoint Energy and primarily results from differences in the location of the derivative instrument and the hedged item. Basis ineffectiveness arises from natural gas market price differences between the locations of the hedged inventory and the delivery location specified in the hedge instruments. The impact of natural gas derivativesCERC)

~~designated as fair value hedges, the related hedged item, and natural gas derivatives not designated as hedging instruments are presented in the table below.~~

Income Statement Impact of Derivative Activity
Three Months Ended September 30,
Income Statement Location 2017 2016
Derivatives designated as fair value hedges: (in millions)
Natural gas derivatives Gains (Losses) in Expenses: Natural Gas $ (4 ) $ —
Fair value adjustments for natural gas inventory designated as the hedged item Gains (Losses) in Expenses: Natural Gas 4
—
Total increase in Expenses: Natural Gas (1)
$ —
$ —

Derivatives not designated as hedging instruments:
Natural gas derivatives Gains (Losses) in Revenues $ 30
$ 31
Natural gas derivatives Gains (Losses) in Expenses: Natural Gas (9 ) (13 )
Total - derivatives not designated as hedging instruments $ 21
$ 18



	Three Months Ended September 30,
	2019						2018
	Location and Amount of Gain (Loss) recognized in Income on Hedging Relationship (1)
	Non-utility cost of revenues, including natural gas
	CenterPoint Energy			CERC			CenterPoint Energy			CERC
	(in millions)
Total amounts presented in the statements of income in which the effects of hedges are recorded	$	852		$	687		$	864		$	864
Gain (loss) on fair value hedging relationships:
Commodity contracts:
Hedged items - Natural gas inventory	2			2			1			1
Derivatives designated as hedging instruments	(2		)	(2		)	(1		)	(1		)
Amounts excluded from effectiveness testing recognized in earnings immediately	(59		)	(59		)	6			6

Income Statement Impact of Derivative Activity
Nine Months Ended September 30,
Income Statement Location 2017 2016
Derivatives designated as fair value hedges: (in millions)
Natural gas derivatives Gains (Losses) in Expenses: Natural Gas $ 8
$ —
Fair value adjustments for natural gas inventory designated as the hedged item Gains (Losses) in Expenses: Natural Gas (10 ) —
Total increase in Expenses: Natural Gas (1)
$ (2 ) $ —

Derivatives not designated as hedging instruments:
Natural gas derivatives Gains (Losses) in Revenues $ 162
$ 1
Natural gas derivatives Gains (Losses) in Expenses: Natural Gas (91 ) 35
Total - derivatives not designated as hedging instruments $ 71
$ 36



	Nine Months Ended September 30,
	2019						2018
	Location and Amount of Gain (Loss) recognized in Income on Hedging Relationship (1)
	Non-utility cost of revenues, including natural gas
	CenterPoint Energy			CERC			CenterPoint Energy			CERC
	(in millions)
Total amounts presented in the statements of income in which the effects of hedges are recorded	$	3,013		$	2,627		$	2,927		$	2,927
Gain (loss) on fair value hedging relationships:
Commodity contracts:
Hedged items - Natural gas inventory	(8		)	(8		)	(13		)	(13		)
Derivatives designated as hedging instruments	8			8			13			13
Amounts excluded from effectiveness testing recognized in earnings immediately	(138		)	(138		)	(73		)	(73		)


(1)	Income statement impact associated with cash flow hedge activity is related to gains and losses reclassified from Accumulated other comprehensive income into income. Amounts are immaterial for each Registrant in the three and nine months ended September 30, 2019 and 2018, respectively.

CenterPoint Energy



		Three Months Ended September 30,						Nine Months Ended September 30,
	Income Statement Location	2019			2018			2019			2018
		(in millions)
Effects of derivatives not designated as hedging instruments on the income statement:
Commodity contracts	Gains (losses) in Non-utility revenues	$	69		$	2		$	159		$	70
Indexed debt securities derivative	Loss on indexed debt securities	(62		)	(44		)	(216		)	(316		)
Total CenterPoint Energy		$	7		$	(42	)	$	(57	)	$	(246	)

CERC



		Three Months Ended September 30,				Nine Months Ended September 30,
	Income Statement Location	2019		2018		2019		2018
		(in millions)
Effects of derivatives not designated as hedging instruments on the income statement:
Commodity contracts	Gains (losses) in Non-utility revenues	$	69	$	2	$	159	$	70
Total CERC		$	69	$	2	$	159	$	70

~~(1)~~(c)

~~Hedge ineffectiveness results from the basis ineffectiveness discussed above,~~Credit Risk Contingent Features (CenterPoint Energy and excludes the impact to natural gas expense from timing ineffectiveness. Timing ineffectiveness arises due to changes in the difference between the spot price and the futures price, as well as the difference between the timing of the settlement of the futures and the valuation of the underlying physical commodity. As the commodity contract nears the settlement date, spot-to-forward price differences should converge, which should reduce or eliminate the impact of this ineffectiveness on natural gas expense.CERC)

~~(c) Credit Risk Contingent Features~~

CenterPoint Energy and CERC ~~enters~~enter into financial derivative contracts containing material adverse change provisions. These provisions could require CenterPoint Energy or CERC to post additional collateral if the S&P or Moody’s credit ratings of CenterPoint Energy, Inc. or its subsidiaries, including CERC Corp., are downgraded. The total fair value of the derivative instruments that contain credit risk contingent features that are in a net liability position as of both September 30, 2017 and December 31, 2016 was $1 million. CERC posted no assets as collateral toward derivative instruments that contain credit risk contingent features as of either September 30, 2017 or December 31, 2016. If all derivative contracts (in a net liability position) containing credit risk contingent features were triggered as of September 30, 2017 and December 31, 2016, $1 million and $-0-, respectively, of additional assets would be required to be posted as collateral.



	September 30, 2019				December 31, 2018
	CenterPoint Energy		CERC		CenterPoint Energy		CERC
	(in millions)
Aggregate fair value of derivatives containing material adverse change provisions in a net liability position	$	1	$	1	$	1	$	1
Fair value of collateral already posted	—		—		—		—
Additional collateral required to be posted if credit risk contingent features triggered	1		1		—		—

~~(7)~~(8) Fair Value Measurements

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

Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date. The types of assets carried at Level 1 fair value generally are exchange-traded derivatives and equity securities, as well as natural gas inventory that has been designated as the hedged item in a fair value hedge.

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

Level 3: Inputs are unobservable for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. Unobservable inputs reflect ~~CERC’s~~the Registrants’ judgments about the assumptions market participants would use in pricing the asset or liability since limited market data exists. ~~CERC develops~~The Registrants develop these inputs based on the best information available, including ~~CERC’s~~the Registrants’ own data. A market approach is utilized to value ~~CERC’s~~the Registrants’ Level 3 assets or liabilities. As of September 30, ~~2017,~~2019, CenterPoint Energy’s and CERC’s Level 3 assets and liabilities are comprised of physical natural gas forward contracts and options. Level 3 physical natural gas forward contracts and options are valued using a discounted cash flow model which includes illiquid forward price curve locations (ranging from ~~$1.08~~$1.38 to ~~$5.83~~$6.09 per ~~MMBtu)~~MMBtu for CenterPoint Energy and from $1.38 to $6.09 per MMBtu for CERC) as an unobservable input. ~~Level 3 options are valued through Black-Scholes (including forward start) option models which include option volatilities (ranging from 0% to 87%) as an unobservable input.~~CenterPoint Energy’s and CERC’s Level 3 physical natural gas forward contracts and options derivative assets and liabilities consist of both long and short positions (forwards and options) ~~and their fair value is sensitive to forward prices and volatilities. If forward prices decrease, CERC’s~~. Forward price decreases (increases) as of September 30, 2019 would have resulted in lower (higher) values, respectively, for long forwards ~~lose value whereas its~~and options and higher (lower) values, respectively, for short forwards ~~gain in value. If volatility decreases, CERC’s long options lose value whereas its short options gain in value.~~and options.

~~CERC determines~~The Registrants determine the appropriate level for each financial asset and liability on a quarterly ~~basis and recognizes transfers between levels at the end of the reporting period. For the nine months ended September 30, 2017, there were no transfers between Level 1 and 2. CERC~~basis. The Registrants also ~~recognizes~~recognize purchases of Level 3 financial assets and liabilities at their fair market value at the end of the reporting period.

The following tables present information about ~~CERC’s~~the Registrants’ assets and liabilities (including derivatives that are presented net) measured at fair value on a recurring basis as of September 30, ~~2017~~2019 and December 31, ~~2016,~~2018 and indicate the fair value hierarchy of the valuation techniques utilized by ~~CERC~~the Registrants to determine such fair value.

CenterPoint Energy


	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Netting Adjustments (1)			Balance as of September 30, 2017		September 30, 2019											December 31, 2018
	(in millions)											Level 1		Level 2		Level 3		Netting (1)			Total		Level 1		Level 2		Level 3		Netting (1)			Total
Assets												(in millions)
Corporate equities	$	3	$	—	$	—	$	—		$	3	$	748	$	—	$	—	$	—		$	748	$	542	$	—	$	—	$	—		$	542
Investments, including money market funds (2)	11		—		—		—			11		50		—		—		—			50		66		—		—		—			66
Natural gas derivatives (3)	3		128		33		(44		)	120
Natural gas derivatives (3)(4)												—		234		43		(93		)	184		—		173		47		(82		)	138
Hedged portion of natural gas inventory	65		—		—		—			65		—		—		—		—			—		1		—		—		—			1
Total assets	$	82	$	128	$	33	$	(44	)	$	199	$	798	$	234	$	43	$	(93	)	$	982	$	609	$	173	$	47	$	(82	)	$	747
Liabilities
Natural gas derivatives (3)	$	3	$	74	$	7	$	(57	)	$	27
Indexed debt securities derivative												$	—	$	817	$	—	$	—		$	817	$	—	$	601	$	—	$	—		$	601
Interest rate derivatives												—		15		—		—			15		24		—		—		—			24
Natural gas derivatives (3)(4)												—		203		22		(143		)	82		—		191		17		(101		)	107
Hedged portion of natural gas inventory												7		—		—		—			7		—		—		—		—			—
Total liabilities	$	3	$	74	$	7	$	(57	)	$	27	$	7	$	1,035	$	22	$	(143	)	$	921	$	24	$	792	$	17	$	(101	)	$	732

Houston Electric



	September 30, 2019										December 31, 2018
	Level 1		Level 2		Level 3		Netting		Total		Level 1		Level 2		Level 3		Netting		Total
Assets	(in millions)
Investments, including money market funds (2)	$	33	$	—	$	—	$	—	$	33	$	48	$	—	$	—	$	—	$	48
Total assets	$	33	$	—	$	—	$	—	$	33	$	48	$	—	$	—	$	—	$	48
Liabilities
Interest rate derivatives	$	—	$	—	$	—	$	—	$	—	$	24	$	—	$	—	$	—	$	24
Total liabilities	$	—	$	—	$	—	$	—	$	—	$	24	$	—	$	—	$	—	$	24

CERC



	September 30, 2019											December 31, 2018
	Level 1		Level 2		Level 3		Netting (1)			Total		Level 1		Level 2		Level 3		Netting (1)			Total
Assets	(in millions)
Corporate equities	$	2	$	—	$	—	$	—		$	2	$	2	$	—	$	—	$	—		$	2
Investments, including money market funds (2)	11		—		—		—			11		11		—		—		—			11
Natural gas derivatives (3)(4)	—		234		43		(93		)	184		—		173		47		(82		)	138
Hedged portion of natural gas inventory	—		—		—		—			—		1		—		—		—			1
Total assets	$	13	$	234	$	43	$	(93	)	$	197	$	14	$	173	$	47	$	(82	)	$	152
Liabilities
Natural gas derivatives (3)(4)	$	—	$	183	$	22	$	(143	)	$	62	$	—	$	191	$	17	$	(101	)	$	107
Hedged portion of natural gas inventory	7		—		—		—			7		—		—		—		—			—
Total liabilities	$	7	$	183	$	22	$	(143	)	$	69	$	—	$	191	$	17	$	(101	)	$	107


(1)	Amounts represent the impact of legally enforceable master netting arrangements that allow CenterPoint Energy and CERC to settle positive and negative positions and also include cash collateral ~~of $13 million~~ posted with the same ~~counterparties.~~counterparties as follows:



	September 30, 2019				December 31, 2018
	CenterPoint Energy		CERC		CenterPoint Energy		CERC
	(in millions)
Cash collateral posted with the same counterparties	$	50	$	50	$	19	$	19


(2)	Amounts are included in ~~Other Assets~~Prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets.


(3)	Natural gas derivatives include no material amounts related to physical forward transactions with Enable.

Quoted Prices in
Active Markets
for Identical Assets
(Level 1)

Significant Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Netting
Adjustments (1)
Balance as of December 31, 2016
(in millions)
Assets
Corporate equities $ 3
$ —
$ —
$ —
$ 3
Investments, including money
market funds (2)
10
—
—
—
10
Natural gas derivatives (3)
11
74
20
(35 ) 70
Total assets $ 24
$ 74
$ 20
$ (35 ) $ 83
Liabilities

Natural gas derivatives (3)
$ 4
$ 56
$ 7
$ (21 ) $ 46
Total liabilities $ 4
$ 56
$ 7
$ (21 ) $ 46


~~(1)~~(4)	Amounts represent the impact of legally enforceable master netting arrangements that allow CERC to settle positive and negative positions and also include cash collateral of $14 million held by CES from the same counterparties.


~~(2)~~	~~Amounts are included in Other Assets in the Condensed Consolidated Balance Sheets.~~

~~(3)~~

~~Natural~~Level 1 natural gas derivatives include exchange-traded derivatives cleared by the CME, which deems that financial instruments cleared by the CME are settled daily in connection with posted cash payments. As a result of this exchange rule, CME-related derivatives are considered to have no ~~material amounts related~~fair value at the balance sheet date for financial reporting purposes and are presented in Level 1 net of posted cash; however, the derivatives remain outstanding and subject to ~~physical forward~~future commodity price fluctuations until they are settled in accordance with their contractual terms. Derivative transactions ~~with Enable.~~cleared on exchanges other than the CME (e.g., the Intercontinental Exchange or ICE) continue to be reported on a gross basis.

The following table presents additional information about assets or liabilities, including derivatives that are measured at fair value on a recurring basis for which CenterPoint Energy and CERC ~~has~~have utilized Level 3 inputs to determine fair value:



	Three Months Ended September 30,												Nine Months Ended September 30,
	2019						2018						2019						2018
	CenterPoint Energy			CERC			CenterPoint Energy			CERC			CenterPoint Energy			CERC			CenterPoint Energy			CERC
	(in millions)
Beginning balance	$	20		$	20		$	(628	)	$	13		$	30		$	30		$	(622	)	$	46
Total gains	4			4			1			1			16			16			4			4
Total settlements	(1		)	(1		)	(1		)	(1		)	(18		)	(18		)	(36		)	(36		)
Transfers into Level 3	—			—			—			—			(1		)	(1		)	(2		)	(2		)
Transfers out of Level 3	(2		)	(2		)	650			9			(6		)	(6		)	678			10
Ending balance (1)	$	21		$	21		$	22		$	22		$	21		$	21		$	22		$	22

The amount of total gains for the period included in earnings attributable to the change in unrealized gains or losses relating to assets still held at the reporting date:
	$	2		$	2		$	11		$	11		$	13		$	13		$	9		$	9

Fair Value Measurements Using Significant
Unobservable Inputs (Level 3)
Derivative Assets and Liabilities, Net
Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
(in millions)
Beginning balance $ 28
$ 16
$ 13
$ 12
Purchases (1)
—
—
—
12
Total gains (2 ) 9
21
13
Total settlements (1 ) (8 ) (5 ) (24 )
Transfers into Level 3 7
—
9
5
Transfers out of Level 3 (6 ) —
(12 ) (1 )
Ending balance (2)
$ 26
$ 17
$ 26
$ 17
The amount of total gains for the period included
in earnings attributable to the change in unrealized gains or losses relating to assets still held at the reporting date
$ —
$ 6
$ 17
$ 14


(1)	~~Mark-to-market value of Level 3 derivative assets acquired through the purchase of AEM was less than $1 million at the acquisition date.~~


~~(2)~~	CenterPoint Energy and CERC did not have significant Level 3 sales or purchases during ~~either of~~ the three or nine months ended September 30, ~~2017~~2019 or ~~2016.~~2018.

Estimated Fair Value of Financial Instruments

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

September 30, 2017 December 31, 2016
Carrying
Amount Fair
Value
Carrying
Amount

Fair
Value
(in millions)
Financial liabilities:
Long-term debt $ 2,636
$ 2,854
$ 2,375
$ 2,551



	September 30, 2019				December 31, 2018
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(in millions)
CenterPoint Energy
Long-term debt, including current maturities (1)	$	14,861	$	15,994	$	9,140	$	9,308
Houston Electric
Long-term debt, including current maturities (1)	$	5,018	$	5,595	$	4,717	$	4,770
CERC
Long-term debt, including current maturities	$	2,477	$	2,783	$	2,371	$	2,488


(1)	Includes Securitization Bonds debt.

~~(8)~~(9) Unconsolidated ~~Affiliate~~Affiliates (CenterPoint Energy and CERC)

~~CERC Corp.~~CenterPoint Energy has the ability to significantly influence the operating and financial policies of Enable, a publicly traded MLP, and, accordingly, accounts for its investment in Enable’s common units using the equity method of accounting.

~~CERC Corp.’s~~ Enable is considered to be a VIE because the power to direct the activities that most significantly impact Enable’s economic performance does not reside with the holders of equity investment at risk. However, CenterPoint Energy is not considered the primary beneficiary of Enable since it does not have the power to direct the activities of Enable that are considered most significant to the economic performance of Enable. As of September 30, 2019, CenterPoint Energy’s maximum exposure to loss related to Enable ~~a VIE in which CERC Corp. is not the primary beneficiary,~~ is limited to its ~~equity~~ investment ~~as presented~~ in ~~the Condensed Consolidated Balance Sheets as of September 30, 2017~~unconsolidated affiliate, its investment in Enable Series A Preferred Units and outstanding current accounts receivable from Enable.

~~Transactions with Enable:~~

Investment in Unconsolidated Affiliates (CenterPoint Energy):

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
(in millions)
Reimbursement of transition services (1)
$ —
$ 1
$ 3
$ 6
Natural gas expenses, including transportation and storage costs 23
22
80
79
Interest income related to notes receivable from Enable —
—
—
1



	September 30, 2019		December 31, 2018
	(in millions)
Enable	$	2,467	$	2,482
Other (1)	2		—
Total	$	2,469	$	2,482

(1)

Represents ~~amounts billed under~~ the ~~Transition Agreements~~equity investment in ProLiance Holdings, LLC related primarily to an investment in LA Storage, LLC, a joint venture in a development project for ~~certain support services provided~~salt-cavern natural gas storage, which was acquired in the Merger. This presentation reflects preliminary fair value of the equity investment on the acquisition date and is subject to ~~Enable. Actual transition services costs are recorded net of reimbursement.~~change. See Note 3.

CenterPoint Energy evaluates its equity method investments for impairment when factors indicate that a decrease in value of its investment has occurred and the carrying amount of its investment may not be recoverable. An impairment loss is recognized in earnings when an impairment is deemed to be other than temporary. As of September 30, 2019, CenterPoint Energy’s investment in Enable is $10.55 per unit and Enable’s common unit price closed at $12.03 per unit (approximately $347 million above carrying value). The lowest close price for Enable’s common units in October 2019 was $10.07, which was approximately $112 million below carrying value. CenterPoint Energy performed an analysis of its investment in Enable as of September 30, 2019 and determined it will recover the value of its investment of $2.5 billion.

September 30, 2017 December 31, 2016
(in millions)
Accounts receivable for amounts billed for transition services $ 1
$ 1
Accounts payable for natural gas purchases from Enable 8
10

Limited Partner Interest and Units Held in ~~Enable:~~Enable (CenterPoint Energy):



	September 30, 2019
	Limited Partner Interest (1)		Common Units (2)	Enable Series A Preferred Units (3)
CenterPoint Energy	53.7	%	233,856,623	14,520,000
OGE	25.5	%	110,982,805	—
Public unitholders	20.8	%	90,310,731	—
Total units outstanding	100.0	%	435,150,159	14,520,000



(1)	~~September 30, 2017~~
~~CERC Corp.~~	~~54.1~~	%
~~OGE~~	~~25.7~~	%Excludes the Enable Series A Preferred Units owned by CenterPoint Energy.

In November 2016, Enable completed a public offering of 11,500,000 common units of which 1,424,281 were sold by ArcLight Capital Partners, LLC. The common units issued and sold by Enable resulted in dilution of both CERC Corp.’s and OGE’s limited partner interest in Enable.

~~Enable Common Units Held:~~



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


(3)	The carrying amount of the Enable Series A Preferred Units, reflected as Preferred units - unconsolidated affiliate on CenterPoint Energy’s Condensed Consolidated Balance Sheets, was $363 million as of September 30, ~~2017~~
~~CERC Corp.~~	~~233,856,623~~
~~OGE~~	~~110,982,805~~	2019 and $363 million as of December 31, 2018. No impairment charges or adjustment due to observable price changes were made during the current or prior reporting periods.

The 139,704,916 subordinated units previously owned by CERC Corp. converted into common units of Enable on a one-for-one basis on August 30, 2017, at the end of the subordination period, as set forth in Enable’s Fourth Amended and Restated Agreement of Limited Partnership. Upon conversion, holders of common units resulting from the conversion of subordinated units have all the rights and obligations of unitholders holding all other common units, including the right to receive distributions pro rata made with respect to common units.

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

Interests Held in Enable GP (CenterPoint Energy):



	September 30, 2019
	Management Rights (1)		Incentive Distribution Rights (2)
CenterPoint Energy (3)	50	%	40	%
OGE	50	%	60	%


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

(2)

Enable is expected to pay a minimum quarterly distribution of $0.2875 per common unit on its outstanding common units to the extent it has sufficient cash from operations after establishment of cash reserves and payment of fees and expenses, including payments to Enable GP and its affiliates, within 60 days after the end of each quarter. If cash distributions to Enable’s unitholders exceed $0.330625 per common unit in any quarter, Enable GP will receive increasing percentages or incentive distributions rights, up to 50%, of the cash Enable distributes in excess of that amount. In certain circumstances Enable GP will have the right to reset the minimum quarterly distribution and the target distribution levels at which the incentive distributions receive increasing percentages to higher levels based on Enable’s cash distributions at the time of the exercise of this reset election. To date, no incentive distributions have been made.


(3)	Held indirectly through CNP Midstream.

Distributions Received from Enable (CenterPoint Energy and CERC):

CenterPoint Energy



	Three Months Ended September 30,								Nine Months Ended September 30,
	2019				2018				2019				2018
	Per Unit		Cash Distribution		Per Unit		Cash Distribution		Per Unit		Cash Distribution		Per Unit		Cash Distribution
	(in millions, except per unit amounts)
Enable common units (1)	$	0.3305	$	77	$	0.3180	$	74	$	0.9665	$	226	$	0.9540	$	223
Enable Series A Preferred Units	0.6250		9		0.6250		9		1.8750		27		1.8750		27
Total CenterPoint Energy			$	86			$	83			$	253			$	250

CERC



	Three Months Ended September 30, 2018				Nine Months Ended September 30, 2018
	Per Unit		Cash Distribution		Per Unit		Cash Distribution
	(in millions, except per unit amounts)
Enable common units (1)	$	0.3180	$	74	$	0.9540	$	223
Total CERC			$	74			$	223


(1)	Prior to the Internal Spin in September 2018, distributions from Enable were received by CERC. After such date, distributions from Enable were received by CenterPoint Energy.

Transactions with Enable ~~is controlled jointly by CERC Corp.~~(CenterPoint Energy and OGE, and each own 50% of the management rights in the general partner of Enable. Sale of CERC Corp.’s or OGE’s ownership interests in Enable’s general partner to a third party is subject to mutual rights of first offer and first refusal, and CERC Corp. is not permitted to dispose of less than all of its interest in Enable’s general partner.CERC):



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
	(in millions)
CenterPoint Energy
Natural gas expenses, including transportation and storage costs (1)	$	26	$	23	$	89	$	89
Reimbursement of support services (2)	—		1		3		4
CERC
Natural gas expenses, including transportation and storage costs (1)	26		23		89		89
Reimbursement of support services (2)	—		1		3		4


(1)	Included in Non-utility costs of revenues, including natural gas on CenterPoint Energy’s and CERC’s respective Condensed Statements of Consolidated Income.


(2)	Represents amounts billed for certain support services provided to Enable. Actual support services costs are recorded net of reimbursement.



	September 30, 2019		December 31, 2018
	(in millions)
CenterPoint Energy
Accounts payable for natural gas purchases from Enable	$	9	$	11
Accounts receivable for amounts billed for services provided to Enable	3		2
CERC
Accounts payable for natural gas purchases from Enable	9		11
Accounts receivable for amounts billed for services provided to Enable	3		2

Summarized unaudited consolidated income information for Enable is as follows:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019			2018
	(in millions)
Operating revenues	$	699	$	928	$	2,229		$	2,481
Cost of sales, excluding depreciation and amortization	263		516		958			1,335
Depreciation and amortization	108		100		323			292
Operating income	175		171		507			436
Net income attributable to Enable common units	123		129		351			320
Reconciliation of Equity in Earnings (Losses), net:
CenterPoint Energy’s interest	$	66	$	70	$	189		$	173
Basis difference amortization (1)	11		11		35			35
Loss on dilution, net of proportional basis difference recognition	—		—		(11		)	—
CenterPoint Energy’s equity in earnings, net	$	77	$	81	$	213		$	208

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
(in millions)
Operating revenues $ 705
$ 620
$ 1,997
$ 1,658
Cost of sales, excluding depreciation and amortization 349
268
936
717
Impairment of goodwill and other long-lived assets —
8
—
8
Operating income 137
139
399
299
Net income attributable to Enable 104
110
301
231

Reconciliation of Equity in Earnings, net:
CERC Corp.’s interest $ 56
$ 61
$ 163
$ 128
Basis difference amortization (1)
12
12
36
36
CERC Corp.’s equity in earnings, net $ 68
$ 73
$ 199
$ 164

(1)

Equity in earnings of unconsolidated ~~affiliates~~affiliate includes ~~CERC Corp.’s~~CenterPoint Energy’s share of ~~Enable’s~~Enable earnings adjusted for the amortization of the basis difference of ~~CERC Corp.’s~~CenterPoint Energy’s original investment in Enable and its underlying equity in ~~Enable’s~~ net ~~assets.~~assets of Enable. The basis difference is being amortized ~~over approximately 33 years,~~through the ~~average life of the assets to which the basis difference is attributed.~~year 2048.

Summarized unaudited consolidated balance sheet information for Enable is as follows:



	September 30, 2019			December 31, 2018
	(in millions)
Current assets	$	417		$	449
Non-current assets	12,018			11,995
Current liabilities	819			1,615
Non-current liabilities	4,076			3,211
Non-controlling interest	37			38
Preferred equity	362			362
Accumulated other comprehensive loss	(4		)	—
Enable partners’ equity	7,145			7,218
Reconciliation of Investment in Enable:
CenterPoint Energy’s ownership interest in Enable partners’ equity	$	3,838		$	3,896
CenterPoint Energy’s basis difference	(1,371		)	(1,414		)
CenterPoint Energy’s equity method investment in Enable	$	2,467		$	2,482

September 30,
2017 December 31, 2016
(in millions)
Current assets $ 446
$ 396
Non-current assets 10,816
10,816
Current liabilities 831
362
Non-current liabilities 2,740
3,056
Non-controlling interest 12
12
Preferred equity 362
362
Enable partners’ equity 7,317
7,420

Reconciliation of Equity Method Investment in Enable:
CERC Corp.’s ownership interest in Enable partners’ capital $ 4,007
$ 4,067
CERC Corp.’s basis difference (1,526 ) (1,562 )
CERC Corp.’s equity method investment in Enable $ 2,481
$ 2,505

Discontinued Operations (CERC):

~~Distributions Received from Unconsolidated Affiliate:~~

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
(in millions)
Investment in Enable’s common units $ 74
$ 74
$ 223
$ 223

AsOn September 4, 2018, CERC completed the Internal Spin. CERC executed the Internal Spin to, among other things, enhance the access of ~~September 30, 2017,~~ CERC ~~Corp.~~ and ~~OGE also own 40%~~CenterPoint Energy to low cost debt and ~~60%, respectively,~~equity through increased transparency and understandability of the ~~incentive distribution rights held~~financial statements, improve CERC’s credit quality by eliminating the ~~general partner~~exposure to Enable’s midstream business and provide clarity of ~~Enable. Enable is expected~~internal reporting and performance metrics to ~~pay~~enhance management’s decision making for CERC and CNP Midstream.

The Internal Spin represents a ~~minimum quarterly~~significant strategic shift that has a material effect on CERC’s operations and financial results and, as a result, CERC’s distribution of ~~$0.2875 per common unit on~~ its ~~outstanding common units to~~equity investment in Enable met the ~~extent it~~criteria for discontinued operations classification. CERC has ~~sufficient cash~~no continuing involvement with Enable other than its natural gas purchases from ~~operations after establishment of cash reserves~~Enable. Therefore, CERC’s equity in earnings and payment of fees and expenses, including payments to its general partner and its affiliates, within 60 days after the end of each quarter. If cash distributions to Enable’s unitholders exceed $0.330625 per common unit in any quarter, the general partner will receive increasing percentages or incentive distributions rights, up to 50%, of the cash Enable distributes in excess of that amount. In certain circumstances the general partner of Enable will have the right to reset the minimum quarterly distribution and the target distribution levels at which the incentive distributions receive increasing percentages to higher levels based on Enable’s cash distributions at the time of the exercise of this reset election. To date, no incentive distributionsrelated income taxes have been ~~made.~~classified as Income from discontinued operations, net of tax, in CERC’s Condensed Statements of Consolidated Income for the periods presented. The following table presents amounts included in Income from discontinued operations, net of tax in CERC’s Condensed Statements of Consolidated Income.



		Three months ended September 30, 2018		Nine months ended September 30, 2018
	(in millions)
Equity in earnings of unconsolidated affiliate, net		$	57	$	184
Income tax expense		13		44
Income from discontinued operations, net of tax		$	44	$	140

~~(9)~~ (10) Goodwill and Other Intangibles (CenterPoint Energy and CERC)

~~Goodwill~~CenterPoint Energy’s goodwill by reportable ~~business~~ segment as of December 31, ~~2016~~2018 and changes in the carrying amount of goodwill as of September 30, ~~2017 are~~2019 is as follows:



	December 31, 2018		Additions (1)		September 30, 2019
	(in millions)
Indiana Electric Integrated	$	—	$	1,008	$	1,008
Natural Gas Distribution	746		2,529		3,275
Energy Services (2)	110		—		110
Infrastructure Services	—		355		355
Corporate and Other	11		420		431
Total	$	867	$	4,312	$	5,179

December 31, 2016 AEM Acquisition (1) September 30,
2017
(in millions)
Natural Gas Distribution $ 746
$ —
$ 746

Energy Services 105
(2) 5
110
(2)
Other Operations 11
—
11

Total $ 862
$ 5
$ 867


(1)	The allocation of goodwill to reportable segments subsequent to the Merger is preliminary and subject to change. See Note 3.


(2)	Amount presented is net of the accumulated goodwill impairment charge of $252 million recorded in 2012.

CERC’s goodwill by reportable segment as of September 30, 2019 and December 31, 2018 is as follows:



	September 30, 2019		December 31, 2018
	(in millions)
Natural Gas Distribution	$	746	$	746
Energy Services (1)	110		110
Corporate and Other	11		11
Total	$	867	$	867


(1)	Amount presented is net of the accumulated goodwill impairment charge of $252 million recorded in 2012.

CenterPoint Energy and CERC ~~performs its~~perform goodwill impairment tests at least annually and ~~evaluates~~evaluate goodwill when events or changes in circumstances indicate that its carrying value may not be recoverable. The impairment evaluation for goodwill is performed ~~using a two-step process.~~

~~In the first step,~~by comparing the fair value of each reporting unit ~~is compared~~ with the carrying amount of the reporting unit, including goodwill. The estimated fair value of the reporting unit is ~~generally~~primarily determined based on an income approach or a weighted combination of income and market approaches. If the ~~basis~~carrying amount is in excess of ~~discounted cash flows. If~~ the estimated fair value of the reporting unit, then the excess amount is ~~less than~~the impairment charge that should be recorded, not to exceed the carrying amount of the reporting unit, then a second step must be completed to determine the amount of the goodwill impairment that should be recorded. In the second step, the implied fair value of the reporting unit’s goodwill is determined by allocating the reporting unit’s fair value to all of its assetsgoodwill. See Note 2.

CenterPoint Energy and liabilities other than goodwill (including any unrecognized intangible assets) in a manner similar to a purchase price allocation. The resulting implied fair value of the goodwill that results from the application of this second step is then compared to the carrying amount of the goodwill and an impairment charge is recorded for the difference.

CERC performed ~~its~~the annual goodwill impairment test in the third quarter of ~~2017~~2019 and determined ~~based on the results of the first step,~~ that no goodwill impairment charge was required for any reporting unit. The reporting units approximate the reportable segments, with the exception of ESG, which is a separate reporting unit but included in CenterPoint Energy’s Corporate and Other reportable segment.

~~(10)~~ ~~Related Party Transactions~~

~~CERC participates in a money pool through which it can borrow or invest~~The tables below present information 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 money pool are expected to be met with borrowings under CenterPoint Energy’s ~~revolving credit facility or the sale of~~other intangible assets recorded in Intangible assets, net on CenterPoint Energy’s commercial paper. CERC had no investments in the money pool as of both September 30, 2017 and December 31, 2016, which would be included in accounts and notes receivable–affiliated companies in the Condensed Consolidated Balance ~~Sheets. Affiliate~~Sheets and the related ~~net interest income (expense) was not material for either~~amortization expense included in Depreciation and amortization on CenterPoint Energy’s Condensed Statements of Consolidated Income, unless otherwise indicated.



	September 30, 2019							December 31, 2018
	Gross Carrying Amount		Accumulated Amortization			Net Balance		Gross Carrying Amount		Accumulated Amortization			Net Balance
	(in millions)
Customer relationships (1)	$	306	$	(40	)	$	266	$	86	$	(27	)	$	59
Covenants not to compete	4		(3		)	1		4		(3		)	1
Trade names (1)	62		(4		)	58		—		—			—
Construction backlog (1) (2)	28		(18		)	10		—		—			—
Operation and maintenance agreements (1) (2)	12		(1		)	11		—		—			—
Other (1)	24		(14		)	10		16		(11		)	5
Total	$	436	$	(80	)	$	356	$	106	$	(41	)	$	65


(1)	The fair value of intangible assets acquired through acquisitions is preliminary and subject to change. See Note 3.


(2)	Amortization expense related to the operation and maintenance agreements and construction backlog is included in Non-utility cost of revenues, including natural gas on CenterPoint Energy’s Condensed Statements of Consolidated Income.



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
	(in millions)
Amortization expense of intangible assets recorded in Depreciation and amortization (1)	$	7	$	2	$	20	$	7
Amortization expense of intangible assets recorded in Non-utility cost of revenues, including natural gas (2)	7		—		19		—


(1)	Includes $5 million and $13 million for the three and nine months ended September 30, 2019, respectively, of amortization expense related to intangibles acquired in the Merger. The fair value of intangible assets, and related amortization

assumptions, acquired through acquisitions during the ~~three or~~ nine months ended September 30, ~~2017 or 2016.~~2019, is preliminary and subject to change. See Note 3.


(2)	The fair value of intangible assets, and related amortization assumptions, acquired through acquisitions during the nine months ended September 30, 2019, is preliminary and subject to change. See Note 3.

The tables below present information on CERC’s other intangible assets recorded in Other non-current assets on CERC’s Condensed Consolidated Balance Sheets and the related amortization expense included in Depreciation and amortization on CERC’s Condensed Statements of Consolidated Income.



	September 30, 2019							December 31, 2018
	Gross Carrying Amount		Accumulated Amortization			Net Balance		Gross Carrying Amount		Accumulated Amortization			Net Balance
	(in millions)
Customer relationships	$	86	$	(31	)	$	55	$	86	$	(27	)	$	59
Covenants not to compete	4		(3		)	1		4		(3		)	1
Other	16		(14		)	2		16		(11		)	5
Total	$	106	$	(48	)	$	58	$	106	$	(41	)	$	65



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
	(in millions)
Amortization expense of intangible assets recorded in Depreciation and amortization	$	2	$	2	$	7	$	7

CenterPoint Energy ~~provides some corporate services to CERC. The costs~~and CERC estimate that amortization expense of services have been charged directly to CERC using methods that management believes are reasonable. These methods include negotiated usage rates, dedicated asset assignment and proportionate corporate formulas based on operating expenses,intangible assets ~~gross margin, employees and a composite of assets, gross margin and employees. Houston Electric provides a number of services to CERC. These services are billed at actual cost, either directly or~~with finite lives for the next five years will be as an allocation, and include fleet services, shop services, geographic services, surveying and right-of-way services, radio communications, data circuit management and field operations. Additionally, CERC provides certain services to Houston Electric. These services are billed at actual cost, either directly or as an allocation and include line locating and other miscellaneous services. These charges are not necessarily indicative of what would have been incurred had CERC not been an affiliate of CenterPoint Energy. Amounts charged to and by CERC for these services were as follows and are included primarily in operation and maintenance expenses:follows:



	Amortization Expense
	CenterPoint Energy		CERC
	(in millions)
Remaining three months of 2019	$	15	$	4
2020	32		6
2021	31		6
2022	32		6
2023	31		5
2024	29		5

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
(in millions)
Corporate service charges $ 30
$ 31
$ 93
$ 90
Charges from Houston Electric for services provided 3
4
11
11
Billings to Houston Electric for services provided (2 ) (2 ) (5 ) (5 )

~~See Note 8 for related party transactions with Enable.~~

(11) Indexed Debt Securities (ZENS) and Securities Related to ZENS (CenterPoint Energy)

(a) Investment in Securities Related to ZENS

A subsidiary of CenterPoint Energy holds shares of certain securities detailed in the table below, which are classified as trading securities and are expected to be held to facilitate CenterPoint Energy’s ability to meet its obligation under the ZENS. Unrealized gains and losses resulting from changes in the market value of the ZENS-Related Securities are recorded in CenterPoint Energy’s Condensed Statements of Consolidated Income.



	Shares Held
	September 30, 2019	December 31, 2018
AT&T Common	10,212,945	10,212,945
Charter Common	872,503	872,912

(b) ZENS

In September 1999, CenterPoint Energy issued ZENS having an original principal amount of $1.0 billion of which $828 million remained outstanding as of September 30, 2019. Each ZENS is exchangeable at the holder’s option at any time for an amount of cash equal to 95% of the market value of the reference shares attributable to such note. The number and identity of the reference shares attributable to each ZENS are adjusted for certain corporate events. CenterPoint Energy’s reference shares for each ZENS consisted of the following:



	September 30, 2019	December 31, 2018
	(in shares)
AT&T Common	0.7185	0.7185
Charter Common	0.061382	0.061382

CenterPoint Energy pays interest on the ZENS at an annual rate of 2% plus the amount of any quarterly cash dividends paid in respect of the ZENS-Related Securities. The principal amount of the ZENS is subject to increases or decreases to the extent that the annual yield from interest and cash dividends on the ZENS-Related Securities is less than or more than 2.309%. The adjusted principal amount is defined in the ZENS instrument as “contingent principal.” As of September 30, 2019, the ZENS, having an original principal amount of $828 million and a contingent principal amount of $80 million, were outstanding and were exchangeable at the option of the holders for cash equal to 95% of the market value of the ZENS-Related Securities.

(12) Short-term Borrowings and Long-term Debt


(a)	Short-term Borrowings (CenterPoint Energy and CERC)

~~(a)Short-term Borrowings~~

Inventory Financing. NGD ~~currently~~ has AMAs associated with its utility distribution service in Arkansas, ~~north~~ Louisiana, Mississippi, Oklahoma and ~~Oklahoma that extend through 2020.~~Texas. The AMAs have varying terms, the longest of which expires in 2021. Pursuant to the provisions of the agreements, NGD sells natural gas and agrees to repurchase an equivalent amount of natural gas during the winter heating seasons at the same ~~cost, plus a financing charge.~~cost. These transactions are accounted for as an inventory ~~financing~~financing. CenterPoint Energy and CERC had ~~an associated principal obligation of $48 million and $35 million~~no outstanding obligations related to the AMAs as of both September 30, ~~2017~~2019 and December 31, ~~2016, respectively.~~2018.


(b)	Long-term Debt

Debt ~~Issuances.~~Transactions. During the nine months ended September 30, ~~2017, CERC issued~~2019, the following ~~unsecured senior notes:~~

debt instruments were issued or incurred:



	Issuance Date	Debt Instrument	Aggregate Principal Amount		Interest Rate as of September 30, 2019		Maturity Date
			(in millions)
Houston Electric	January 2019	General mortgage bonds	$	700	4.25	%	2049
CenterPoint Energy (1)	February 2019	Variable rate term loan	25		2.88	%	2020
CenterPoint Energy	May 2019	Variable rate term loan	1,000		2.81	%	2021
CenterPoint Energy	August 2019	Unsecured senior notes	500		2.50	%	2024
CenterPoint Energy	August 2019	Unsecured senior notes	400		2.95	%	2030
CenterPoint Energy	August 2019	Unsecured senior notes	300		3.70	%	2049

Issuance Date Aggregate Principal Amount Interest Rate Maturity Date
(in millions)
August 2017 $ 300
4.10% 2047


(1)	Draw down by VCC on its variable rate term loan.

~~The proceeds~~Proceeds from ~~the~~Houston Electric’s debt issuance were used for general limited liability company purposes, including capital expenditures. Proceeds from VCC’s draw down of ~~these unsecured senior notes~~its term loan were used for general corporate purposes. Proceeds from CenterPoint Energy’s debt issuances were used for general corporate purposes, ~~and to repay a portion~~including the repayment of ~~outstanding~~ commercial paper.

~~Revolving Credit Facility.~~ In June 2017, CERC entered into an amendment to its revolving credit facility to extend the termination date thereof from March 3, 2021 to March 3, 2022 and to terminate the swingline loan subfacility thereunder. The amendment also increased the aggregate commitments by $300 million to $900 million under its revolving credit facility. In connection with the amendment to increase the aggregate commitments under its revolving credit facility, CERC increased the size of its commercial paper program to permit the issuance of commercial paper notes in an aggregate principal amount not to exceed $900 million at any time outstanding.

AsAcquired Debt (CenterPoint Energy). The table below summarizes the long-term external debt of Vectren and its subsidiaries that remained outstanding as of September 30, ~~2017 and December 31, 2016, CERC had the following revolving credit facility and utilization of such facility:~~2019:

September 30, 2017 December 31, 2016
Size of
Facility Loans Letters
of Credit Commercial
Paper Size of
Facility Loans Letters
of Credit Commercial
Paper
(in millions)
$ 900
$ —
$ —
$ 529
(1) $ 600
$ —
$ 4
$ 569
(1)



	(in millions)
Long-term debt:
Senior notes due 2020 to 2045 (1)	$	637
Variable rate term loan due 2020 (2)	300
Variable rate term loan due 2020 (3)	200
First mortgage bonds due 2022 to 2055 (4)	293
Commercial paper (5)	278
Bank revolver (6)	—
Total Vectren debt	$	1,708

(1)

~~Weighted average~~Consists of $532 million of senior notes issued by VUHI, $96 million of senior notes issued by Indiana Gas, and $9 million of senior notes issued by VCC. The senior notes have stated interest ~~rate was~~rates that range from 3.33% to 7.08%. The senior notes issued by VUHI are guaranteed by SIGECO, Indiana Gas and VEDO. The senior notes issued by VCC are guaranteed by Vectren. In connection with the Merger, two of CenterPoint Energy’s acquired wholly-owned subsidiaries, VUHI and VCC, made offers to prepay certain outstanding guaranteed senior notes as required pursuant to certain note purchase agreements previously entered into by VUHI and VCC. In turn, VUHI and VCC borrowed $568 million and $191 million, respectively, from CenterPoint Energy to fund note redemptions effected pursuant to these prepayment offers. To fund these prepayments and payments of approximately ~~1.43%~~$5 million of accrued interest, CenterPoint Energy issued approximately $764 million of commercial paper.


(2)	Issued by VUHI and ~~1.03% as~~guaranteed by SIGECO, Indiana Gas and VEDO. As of September 30, ~~2017 and December 31, 2016, respectively.~~2019, the term loan was fully drawn upon. The term loan’s interest rate is currently priced at one-month LIBOR, plus a credit spread ranging from 70 to 90 basis points depending on credit rating.


(3)	Issued by VCC and guaranteed by Vectren. As of September 30, 2019, the term loan was fully drawn upon, exclusive of any potential incremental term loans under the related facility’s accordion feature. The term loan’s interest rate is currently priced at one-month LIBOR, plus a credit spread of 70 basis points.


(4)	The first mortgage bonds issued by SIGECO subject SIGECO’s properties to a lien under the related mortgage indenture. The first mortgage bonds have stated interest rates that range from 2.375% to 6.72%.


(5)	Issued by VUHI with maturities up to 30 days.


(6)	Represents borrowings under the VCC credit facility, which is guaranteed by Vectren.

Maturities (CenterPoint Energy). As of September 30, 2019, maturities of CenterPoint Energy’s long-term debt were as follows:



	(in millions)
Remaining three months of 2019	$	69
2020	831
2021	2,761
2022	2,998
2023	713
2024	1,184
2025 and thereafter	6,447

Credit Facilities. The Registrants had the following revolving credit facilities as of September 30, 2019:


Execution Date	Size of Facility			Draw Rate of LIBOR plus (2)		Financial Covenant Limit on Debt for Borrowed Money to Capital Ratio		Debt for Borrowed Money to Capital Ratio as of September 30, 2017	Termination Date (3)	Registrant	Size of Facility		Draw Rate of LIBOR plus (1)	Financial Covenant Limit on Debt for Borrowed Money to Capital Ratio		Debt for Borrowed Money to Capital Ratio as of September 30, 2019 (2)	Termination Date
	(in millions)										(in millions)
March 3, 2016	$	900	(1)	1.25	%	65	%	38.6%	March 3, 2022	CenterPoint Energy	$	3,300	1.500%	65%	(3)	58.6%	March 3, 2022
July 14, 2017										CenterPoint Energy (4)	400		1.125%	65%		52.9%	July 14, 2022
July 14, 2017										CenterPoint Energy (5)	200		1.250%	65%		57.1%	July 14, 2022
March 3, 2016										Houston Electric	300		1.125%	65%	(3)	48.7%	March 3, 2022
March 3, 2016										CERC	900		1.250%	65%		47.5%	March 3, 2022
										Total	$	5,100


(1)	~~Amended on June 16, 2017 to increase the aggregate commitment size as noted above.~~


~~(2)~~	Based on current credit ratings.


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

(3)

~~Amended on June 16, 2017~~For CenterPoint Energy and Houston Electric, the financial covenant limit will temporarily increase from 65% to ~~extend~~70% if Houston Electric experiences damage from a natural disaster in its service territory and CenterPoint Energy certifies to the ~~termination~~administrative agent that Houston Electric has incurred system restoration costs reasonably likely to exceed $100 million in a consecutive 12-month period, all or part of which Houston Electric intends to seek to recover through securitization financing. Such temporary increase in the financial covenant would be in effect from the date ~~as noted above.~~CenterPoint Energy delivers its certification until the earliest to occur of (i) the completion of the securitization financing, (ii) the first anniversary of CenterPoint Energy’s certification or (iii) the revocation of such certification.


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


(5)	This credit facility was issued by VCC, is guaranteed by Vectren and includes a $40 million swing line sublimit and an $80 million letter of credit sublimit.

~~CERC Corp. was~~The Registrants, including the subsidiaries of CenterPoint Energy discussed above, were in compliance with all financial debt covenants as of September 30, ~~2017.~~2019.

The table below reflects the utilization of the Registrants’ respective revolving credit facilities:



	September 30, 2019								December 31, 2018
Registrant	Loans		Letters of Credit		Commercial Paper		Weighted Average Interest Rate		Loans		Letters of Credit		Commercial Paper		Weighted Average Interest Rate
	(in millions, except weighted average interest rate)
CenterPoint Energy (1)	$	—	$	6	$	1,383	2.28	%	$	—	$	6	$	—	—	%
CenterPoint Energy (2)	—		—		278		2.30	%	—		—		—		—
CenterPoint Energy (3)	—		—		—		—	%	—		—		—		—
Houston Electric	—		—		—		—	%	—		4		—		—
CERC	—		1		310		2.28	%	—		1		210		2.93	%
Total	$	—	$	7	$	1,971			$	—	$	11	$	210


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


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


(3)	This credit facility was issued by VCC and is guaranteed by Vectren.

Other. As of September 30, 2019, certain financial institutions agreed to issue, from time to time, up to $50 million of letters of credit on behalf of Vectren and certain of its subsidiaries in exchange for customary fees. These agreements to issue letters of credit expire on December 31, 2019. As of September 30, 2019, such financial institutions had issued $21 million of letters of credit on behalf of Vectren and certain of its subsidiaries.

Houston Electric had $68 million and $68 million of general mortgage bonds outstanding as of September 30, 2019 and December 31, 2018, respectively, as collateral for long-term debt of CenterPoint Energy that matures in 2028. These bonds are not reflected in Houston Electric’s consolidated financial statements because of the contingent nature of the obligations.

~~(12)~~ (13) Income Taxes

The Registrants reported the following effective tax rates:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
CenterPoint Energy (1)	19	%	24	%	15	%	26	%
Houston Electric (2)	18	%	20	%	18	%	21	%
CERC - Continuing operations (3) (4)	13	%	5	%	14	%	29	%
CERC - Discontinued operations (5)	n/a		23	%	n/a		24	%

(1)

CenterPoint Energy’s lower effective tax rate for the three and nine months ended September 30, 2019 compared to the same periods for 2018 was primarily due to the following: an increase in the amount of amortization of the net regulatory EDIT liability; the effect of state tax law changes that resulted in the remeasurement of state deferred taxes; and the impact of changes in valuation allowances on certain state net operating losses.


(2)	Houston Electric’s lower effective tax rate for the three and nine months ended September 30, 2019 compared to the same periods for 2018 was primarily due to an increase in the amount of amortization of the net regulatory EDIT liability.

(3)

CERC’s higher effective tax rate on loss from continuing operations for the three months ended September 30, 2019 compared to the same period for 2018 was primarily due to a decrease in the amount of amortization of the net regulatory EDIT liability, which was partially offset by the absence of a change in the valuation allowance on certain state net operating losses in the three months ended September 30, 2019, the effects of which are compounded by the book loss in the three months ended September 30, 2019.


(4)	CERC’s lower effective tax rate on income from continuing operations for the nine months ended September 30, 2019 compared to the same period for 2018 was primarily due to an increase in the amount of amortization of the net regulatory EDIT liability, which was partially offset by the impact of changes in the valuation allowances on certain state net operating losses in 2019.


(5)	CERC’s effective tax rate on income from discontinued operations for the three and nine months ended September 30, 2018 was a result of the 21% federal income tax rate plus allocable state income taxes. There are no comparable periods in 2019 since the Internal Spin was completed in the third quarter of 2018.

The Registrants reported a net uncertain tax liability inclusive of interest and penalties of less than $1 million as of September 30, 2019, which reflects a release of approximately $1 million following the completion of Vectren’s 2016 IRS audit. No significant changes to the uncertain tax liability are expected over the next twelve months. For legacy CenterPoint Energy, tax years through 2016 have been audited and settled with the IRS; however, CenterPoint Energy filed amended returns for 2014 and 2015 to claim additional tax credits that are currently under review by the IRS. For the 2017 - 2019 tax years, CenterPoint Energy is a participant in the IRS’s Compliance Assurance Process.

(14) Commitments and Contingencies


(a)	Purchase Obligations (CenterPoint Energy and CERC)

~~(a) Natural Gas Supply~~ Commitments

~~Natural gas supply commitments~~ include ~~natural gas contracts~~minimum purchase obligations related to CenterPoint Energy’s and CERC’s Natural Gas Distribution and Energy Services ~~business~~reportable segments ~~which~~and CenterPoint Energy’s Indiana Electric Integrated reportable segment. Contracts with minimum payment provisions have various quantity requirements and durations ~~that~~and are not classified as non-trading derivative

assets and liabilities in CenterPoint Energy’s and CERC’s Condensed Consolidated Balance Sheets as of September 30, ~~2017~~2019 and December 31, ~~2016 as these~~2018. These contracts meet an exception as “normal purchases contracts” or do not meet the definition of a derivative. Natural gas and coal supply commitments

also include ~~natural gas~~ transportation contracts that do not meet the definition of a derivative.

As of September 30, ~~2017,~~2019, minimum ~~payment~~purchase obligations ~~for natural gas supply commitments~~ are approximately:



	CenterPoint Energy		CERC
	(in millions)
Remaining three months of 2019	$	217	$	160
2020	745		528
2021	614		429
2022	412		235
2023	330		177
2024	265		169
2025 and beyond	1,846		1,483

(in millions)
Remaining three months of 2017 $ 169
2018 507
2019 348
2020 166
2021 76
2022 and beyond 113

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

~~(b) Legal, Environmental~~


(b)	Guarantees and Product Warranties (CenterPoint Energy)

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

Specific to ESG’s role as a general contractor in the performance contracting industry, as of September 30, 2019, there were 63 open surety bonds supporting future performance with an aggregate face amount of approximately $627 million. ESG’s exposure is less than the face amount of the surety bonds and is limited to the level of uncompleted work under the contracts. As of September 30, 2019, approximately 35% of the work was yet to be completed on projects with open surety bonds. Further, various subcontractors issue surety bonds to ESG. In addition to these performance obligations, ESG also warrants the functionality of certain installed infrastructure generally for one year and the associated energy savings over a specified number of years. Since ESG’s inception in 1994, CenterPoint Energy believes ESG has had a history of generally meeting its performance obligations and energy savings guarantees and its installed products operating effectively. CenterPoint Energy assessed the fair value of its obligation for such guarantees as of September 30, 2019 and no amounts were recorded on CenterPoint Energy’s Condensed Consolidated Balance Sheets. The Merger purchase price allocation, including the fair value of liabilities for guarantees on the Merger Date, remains preliminary. See Note 3.

CenterPoint Energy issues parent company level guarantees to certain vendors, customers and other commercial counterparties of ESG. These guarantees do not represent incremental consolidated obligations, but rather, represent guarantees of subsidiary obligations to allow those subsidiaries to conduct business without posting other forms of assurance. As of September 30, 2019, CenterPoint Energy, primarily through Vectren, has issued parent company level guarantees supporting ESG’s obligations. For those obligations where potential exposure can be estimated, management estimates the maximum exposure under these guarantees to be approximately $498 million as of September 30, 2019. This exposure primarily relates to energy savings guarantees on federal energy savings performance contracts. Other ~~Matters~~parent company level guarantees, certain of which do not contain a cap on potential liability, have been issued in support of federal operations and maintenance projects for which a maximum exposure cannot be estimated based on the nature of the projects. While there can be no assurance that performance under any of these parent company guarantees will not be required in the future, CenterPoint Energy considers the likelihood of a material amount being incurred as remote.


(c)	Legal, Environmental and Other Matters

Legal Matters

Gas Market Manipulation Cases (CenterPoint Energy and CERC). CenterPoint Energy, ~~Houston Electric or their~~its predecessor, Reliant Energy, and certain of their former subsidiaries ~~have been~~were named as defendants in ~~certain lawsuits described below. Under~~ a master separation agreement between CenterPoint Energy and a former subsidiary, RRI, CenterPoint Energy and its subsidiaries are entitled to be indemnified by RRI and its successors for any losses, including certain attorneys’ fees and other costs, arising out of these lawsuits. In May 2009, RRI sold its Texas retail business to a subsidiary of NRG and RRI changed its name to RRI Energy, Inc. In December 2010, Mirant Corporation merged with and became a wholly-owned subsidiary of RRI, and RRI changed its name to GenOn. In December 2012, NRG acquired GenOn through a merger in which GenOn became a wholly-owned subsidiary of NRG. None of the sale of the retail business, the merger with Mirant Corporation, or the acquisition of GenOn by NRG alters RRI’s (now GenOn’s) contractual obligations to indemnify CenterPoint Energy and its subsidiaries, including Houston Electric, for certain liabilities, including their indemnification obligations regarding the gas market manipulation litigation.

A large number of lawsuits ~~were~~ filed against numerous gas market participants in a number of federal and western state courts in connection with the operation of the natural gas markets in ~~2000–2002.~~2000-2002. CenterPoint Energy and its affiliates ~~have since been~~were released or dismissed from all such ~~cases.~~cases, except for one case in federal court in Nevada

in which CES, a subsidiary of CERC, ~~Corp.,~~ was a ~~defendant~~defendant. Plaintiffs in athat case ~~now pending in federal court in Nevada alleging~~alleged a conspiracy to inflate Wisconsin natural gas prices in ~~2000–2002. On May 24, 2016,~~2000-2002. In October 2018, CES reached an agreement to settle all claims against CES and CES’s claims for indemnity. During the third quarter of 2019, the federal district court ~~granted CES’s motion for summary judgment, dismissing CES from~~issued final approval of the ~~case. The plaintiffs have appealed that ruling. CenterPoint Energy~~settlement and dismissed the case, and CES ~~intend to continue vigorously defending against~~completed the ~~plaintiffs’ claims. In June 2017, GenOn and various affiliates filed for protection under Chapter 11 of~~required settlement payments; the U.S. Bankruptcy Code. CenterPoint Energy, CERC, and CES submitted proofs of claim in the bankruptcy proceedings to protect their indemnity rights. If GenOn were unable to meet its indemnity obligations or satisfy a liability thatsettlement agreement has ~~been assumed in the gas market manipulation litigation, then CERC, CenterPoint Energy or Houston Electric could incur liability and be responsible for satisfying the liability. CERC does~~now become final. This settlement did not ~~expect the ultimate outcome of the case against CES to~~ have a material adverse effect on ~~its~~CenterPoint Energy’s or CERC’s financial condition, results of operations or cash flows.

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

Litigation Related to the Merger (CenterPoint Energy). With respect to the Merger, in July 2018, seven separate lawsuits were filed against Vectren and the individual directors of Vectren’s Board of Directors in the U.S. District Court for the Southern District of Indiana. These lawsuits alleged violations of Sections 14(a) of the Exchange Act and SEC Rule 14a-9 on the grounds that the Vectren Proxy Statement filed on June 18, 2018 was materially incomplete because it omitted material information concerning the Merger. In August 2018, the seven lawsuits were consolidated, and the Court denied the plaintiffs’ request for a preliminary injunction. In October 2018, the plaintiffs filed their Consolidated Amended Class Action Complaint. In December 2018, two plaintiffs voluntarily dismissed their lawsuits. In September 2019, the court granted the defendants’ motion to dismiss and dismissed the remaining plaintiffs’ claims with prejudice, which the plaintiffs appealed in October 2019. The defendants believe that the allegations asserted are without merit and intend to vigorously defend themselves against the claims raised. CenterPoint Energy does not expect the ultimate outcome of this matter to have a material adverse effect on its financial condition, results of operations or cash flows.

Environmental Matters

MGP Sites. CenterPoint Energy, CERC and ~~its~~their predecessors operated MGPs in the past. ~~With respect~~In addition, certain of CenterPoint Energy’s subsidiaries acquired through the Merger operated MGPs in the past. The costs CenterPoint Energy or CERC, as applicable, expect to ~~certain Minnesota MGP~~incur to fulfill their respective obligations are estimated by management using assumptions based on actual costs incurred, the timing of expected future payments and inflation factors, among others. While CenterPoint Energy and CERC have recorded all costs which they presently are obligated to incur in connection with activities at these sites, ~~CERC has completed state-ordered remediation~~it is possible that future events may require remedial activities which are not presently foreseen, and ~~continues state-ordered monitoring and water treatment. As of September 30, 2017, CERC had a recorded liability of $7 million~~those costs may not be subject to PRP or insurance recovery.


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

(ii)

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


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

Total costs that may be incurred in connection with addressing these sites cannot be determined at this time. The estimated accrued costs are limited to CenterPoint Energy’s and CERC’s share of the remediation efforts and are therefore net of exposures of other PRPs. The estimated range of possible remediation costs for the sites for which CenterPoint Energy and CERC ~~believes it~~believe they may have responsibility was ~~$4 million to $30 million~~ based on remediation continuing for ~~30 to 50 years.~~ the minimum time frame given in the table below.



	September 30, 2019
	CenterPoint Energy		CERC
	(in millions, except years)
Amount accrued for remediation	$	9	$	7
Minimum estimated remediation costs	7		4
Maximum estimated remediation costs	51		32
Minimum years of remediation	5		30
Maximum years of remediation	50		50

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

~~In addition to the Minnesota sites, the Environmental Protection Agency~~CenterPoint Energy and ~~other regulators have investigated MGP sites that were owned or operated by~~ CERC ~~or may have been owned by one of its former affiliates. CERC does~~do not expect the ultimate outcome of these matters to have a material adverse effect on ~~its~~the financial condition, results of operations or cash ~~flows.~~flows of either CenterPoint Energy or CERC.

Asbestos.Some facilities owned by ~~CERC~~the Registrants or ~~its~~their predecessors contain or have contained asbestos insulation and other asbestos-containing materials. ~~CERC and its predecessor companies~~The Registrants are from time to time named, along with numerous others, as defendants in lawsuits filed by a number of individuals who claim injury due to exposure to asbestos, and ~~CERC anticipates~~the Registrants anticipate that additional claims may be asserted in the future. Although their ultimate outcome cannot be predicted at this time, ~~CERC does~~the Registrants do not expect these matters, either individually or in the aggregate, to have a material adverse effect on ~~its~~their financial condition, results of operations or cash flows.

CCR Rule (CenterPoint Energy). In April 2015, the EPA finalized its CCR Rule, which regulates ash as non-hazardous material under the RCRA. The final rule allows beneficial reuse of ash, and the majority of the ash generated by Indiana Electric’s generating plants will continue to be reused. In July 2018, the EPA released its final CCR Rule Phase I Reconsideration which extended the deadline to October 31, 2020 for ceasing placement of ash in ponds that exceed groundwater protections standards or that fail to meet location restrictions. While the EPA Phase I Reconsideration moves forward, the existing CCR compliance obligations remain in effect. In August 2019, the EPA proposed additional amendments to its CCR Rule with respect to beneficial reuse of ash and other materials. The proposed revisions would not restrict Indiana Electric’s current beneficial reuse of its fly ash.

Indiana Electric has three ash ponds, two at the F.B. Culley facility (Culley East and Culley West) and one at the A.B. Brown facility. Under the existing CCR Rule, Indiana Electric is required to perform integrity assessments, including ground water monitoring, at its F.B. Culley and A.B. Brown generating stations. The ground water studies are necessary to determine the remaining service life of the ponds and whether a pond must be retrofitted with liners or closed in place, with bottom ash handling conversions completed. Indiana Electric’s Warrick generating unit is not included in the scope of the CCR Rule as this unit has historically been part of a larger generating station that predominantly serves an adjacent industrial facility. In March 2018, Indiana Electric began posting ground water data monitoring reports annually to its public website in accordance with the requirements of the CCR Rule. This data preliminarily indicates potential groundwater impacts very close to Indiana Electric’s ash impoundments, and further analysis is ongoing. The CCR Rule required companies to complete location restriction determinations by October 18, 2018. Indiana Electric completed its evaluation and determined that one F.B. Culley pond (Culley East) and the A.B. Brown pond fail the aquifer placement location restriction. As a result of this failure, Indiana Electric is required to cease disposal of new ash in the ponds and commence closure of the ponds by October 31, 2020. CenterPoint Energy plans to seek extensions available under the CCR Rule that would allow Indiana Electric to continue to use the ponds through December 31, 2023. The inability to take these extensions may result in increased and potentially significant operational costs in connection with the accelerated implementation of an alternative ash disposal system or adversely impact Indiana Electric’s future operations. Failure to comply with these requirements could also result in an enforcement proceeding including the imposition of fines and penalties. On April 24, 2019, Indiana Electric received an order from the IURC approving recovery in rates of costs associated with the closure of the Culley West pond, which has already commenced closure activities. CenterPoint Energy believes the language in the IURC order is favorable for future recovery of closure costs for Indiana Electric’s remaining ponds.

Indiana Electric continues to refine site specific estimates of closure costs. In March 2019, Indiana Electric entered into agreements with third parties for the excavation and beneficial reuse of the ash at the A.B. Brown ash pond. On August 14, 2019, Indiana Electric filed its petition with the IURC for recovery of costs associated with the closure of the A.B. Brown ash pond, which would include costs associated with the excavation and recycling of the ponded ash. In July 2018, Indiana Electric filed a Complaint for Damages and Declaratory Relief against its insurers seeking reimbursement of defense, investigation and pond closure costs incurred to comply with the CCR Rule, and has since reached confidential settlement agreements with its insurers. Any

proceeds received will offset costs that have been and will be incurred to close the ponds. On November 4, 2019, the EPA released a pre-publication copy of proposed revisions to the CCR Rule. CenterPoint Energy will evaluate the proposals to determine potential impacts to current compliance plans for its A.B. Brown and F.B. Culley generating stations.

As of September 30, 2019, CenterPoint Energy has recorded an approximate $75 million ARO, which represents the discounted value of future cash flow estimates to close the ponds at A.B. Brown and F.B. Culley. This estimate is subject to change due to the contractual arrangements; continued assessments of the ash, closure methods, and the timing of closure; implications of Indiana Electric’s generation transition plan; changing environmental regulations; and the anticipated outcome of the aforementioned insurance proceeding. In addition to these removal costs, Indiana Electric also anticipates equipment purchases of between $60 million and $80 million to complete the A.B. Brown closure project.

Other Environmental.From time to time, ~~CERC identifies~~the Registrants identify the presence of environmental contaminants during ~~its~~ operations or on property where ~~its predecessor companies~~their predecessors have conducted operations. Other such sites involving contaminants may be identified in the future. ~~CERC has~~The Registrants have and ~~expects~~expect to continue to remediate any identified sites consistent with ~~its~~state and federal legal obligations. From time to time, ~~CERC has~~the Registrants have received notices, and may receive notices in the future, from regulatory authorities or others regarding ~~its~~ status as a PRP in connection with sites found to require remediation due to the presence of environmental contaminants. In addition, ~~CERC has~~the Registrants have been, or may be, named from time to time as ~~a defendant~~defendants in litigation related to such sites. Although the ultimate outcome of such matters cannot be predicted at this time, ~~CERC does~~the Registrants do not expect these matters, either individually or in the aggregate, to have a material adverse effect on ~~its~~their financial condition, results of operations or cash flows.

Other Proceedings

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

(15) Earnings Per Share (CenterPoint Energy)

The following table reconciles numerators and denominators of CenterPoint Energy’s basic and diluted earnings per common share. Basic earnings per common share is determined by dividing Income available to common shareholders - basic by the Weighted average common shares outstanding - basic for the applicable period. Diluted earnings per common share is determined by the inclusion of potentially dilutive common stock equivalent shares that may occur if securities to issue Common Stock were exercised or converted into Common Stock.



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
	(in millions, except share and per share amounts)
Numerator:
Income available to common shareholders - basic	$	241	$	153	$	546	$	243
Add back: Series B Preferred Stock dividend	—		—		—		—
Income available to common shareholders - diluted	$	241	$	153	$	546	$	243

Denominator:
Weighted average common shares outstanding - basic	502,228,000		431,554,000		501,986,000		431,437,000
Plus: Incremental shares from assumed conversions:
Restricted stock	2,852,000		3,337,000		2,852,000		3,337,000
Series B Preferred Stock (1)	—		—		—		—
Weighted average common shares outstanding - diluted	505,080,000		434,891,000		504,838,000		434,774,000

Earnings per common share:
Basic earnings per common share	$	0.48	$	0.35	$	1.09	$	0.56
Diluted earnings per common share	$	0.47	$	0.35	$	1.08	$	0.56

(1)

The potentially dilutive impact from Series B Preferred Stock applies the if-converted method in calculating diluted earnings per common share. Under this method, diluted earnings per common share is adjusted for the more dilutive effect of the Series B Preferred Stock as a result of either its accumulated dividend for the period in the numerator or the assumed-converted common share equivalent in the denominator. The computation of diluted earnings per common share outstanding for the three and nine months ended September 30, 2019 excludes Series B Preferred Stock dividends of $17 million and $51 million, respectively, and 33,537,000 and 33,537,000 potentially dilutive shares, respectively, because to include them would be anti-dilutive. However, these could be potentially dilutive in the future.

~~(13) Income Taxes~~(16) Reportable Segments

The effective tax rate reported for the three months ended September 30, 2017 was 40% compared to 38% for the same period in 2016. The effective tax rate reported for the nine months ended September 30, 2017 was 38% compared to 40% for the same period in 2016. The higher effective tax rate for the nine months ended September 30, 2016 was due to a Louisiana state tax law change resulting in an increase to CERC’s deferred tax liability.

CERC reported no uncertain tax liability as of September 30, 2017 and expects no significant change to the uncertain tax liability over the next twelve months. CenterPoint Energy’s consolidated federal income tax returns have been audited and settled through 2015. For the 2016 and 2017 tax years, CenterPoint Energy is a participant in the IRS’s Compliance Assurance Process.

~~(14) Reportable Business Segments~~

~~CERC’s~~Registrants’ determination of reportable ~~business~~ segments considers the strategic operating units under which ~~it manages~~the Registrants manage sales, ~~allocates~~allocate resources and ~~assesses~~assess performance of various products and services to wholesale or retail customers in differing regulatory environments. ~~CERC uses~~The Registrants use operating income as the measure of profit or loss for ~~its business~~the reportable segments other than Midstream Investments, where ~~it uses~~ equity in earnings is used.

As of ~~unconsolidated affiliates.~~September 30, 2019, reportable segments by Registrant were as follows:

Registrants

Houston Electric T&D

Indiana Electric Integrated

Natural Gas Distribution

Energy

Services

Infrastructure Services

Midstream Investments

Corporate and Other

CenterPoint Energy

Houston Electric

CERC

The Houston Electric T&D reportable segment consists of electric transmission and distribution services in the Texas Gulf Coast area.

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

~~CERC’s reportable business segments include the following:~~CenterPoint Energy’s Natural Gas Distribution ~~Energy Services, Midstream Investments and Other Operations. Natural Gas Distribution~~reportable segment consists of intrastate natural gas sales to, and natural gas transportation and distribution for residential, commercial, industrial and institutional ~~customers.~~customers in Arkansas, Indiana, Louisiana, Minnesota, Mississippi, Ohio, Oklahoma and Texas.

CERC’s Natural Gas Distribution reportable segment consists of intrastate natural gas sales to, and natural gas transportation and distribution for residential, commercial, industrial and institutional customers in Arkansas, Louisiana, Minnesota, Mississippi, Oklahoma and Texas.

•The Energy Services ~~represents CERC’s~~reportable segment consists of non-rate regulated natural gas sales and services operations.

•The Infrastructure Services reportable segment consists of underground pipeline construction and repair services.

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

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

CERC’s Corporate and Other reportable segment ~~includes unallocated~~consists primarily of corporate ~~costs and inter-segment eliminations.~~operations which support all of the business operations of CERC.

Financial data for ~~business~~reportable segments is as follows:

For the Three Months Ended September 30, 2017
Revenues from
External
Customers Inter-segment
Revenues Operating
Income
(in millions)
Natural Gas Distribution $ 390
$ 8
$ 19
Energy Services 861
10
7
Midstream Investments (1)
—
—
—
Other Operations —
—
—
Reconciling Eliminations —
(18 ) —
Consolidated $ 1,251
$ —
$ 26
CenterPoint Energy


	For the Three Months Ended September 30, 2016								Three Months Ended September 30,
	Revenues from External Customers		Inter-segment Revenues			Operating Income (Loss)			2019								2018
	(in millions)								Revenues from External Customers			Net Intersegment Revenues			Operating Income		Revenues from External Customers			Net Intersegment Revenues			Operating Income
									(in millions)
Houston Electric T&D									$	859	(1)	$	—		$	269	$	897	(1)	$	—		$	227
Indiana Electric Integrated									165			—			48		—			—			—
Natural Gas Distribution	$	370	$	7		$	22		515			9			27		402			8			3
Energy Services	608		6			5			734			11			2		910			10			(9		)
Midstream Investments (1)	—		—			—
Other Operations	—		—			(1		)
Reconciling Eliminations	—		(13		)	—
Infrastructure Services									376			1			42		—			—			—
Midstream Investments (2)									—			—			—		—			—			—
Corporate and Other									93			—			4		3			—			5
Eliminations									—			(21		)	—		—			(18		)	—
Consolidated	$	978	$	—		$	26		$	2,742		$	—		$	392	$	2,212		$	—		$	226



	Nine Months Ended September 30,
	2019									2018
	Revenues from External Customers			Net Intersegment Revenues			Operating Income (Loss)			Revenues from External Customers			Net Intersegment Revenues			Operating Income (Loss)
	(in millions)
Houston Electric T&D	$	2,313	(1)	$	—		$	522		$	2,502	(1)	$	—		$	523
Indiana Electric Integrated	388			—			64			—			—			—
Natural Gas Distribution	2,554			29			241			2,032			26			166
Energy Services	2,754			92			64			3,008			57			(20		)
Infrastructure Services	847			2			50			—			—			—
Midstream Investments (2)	—			—			—			—			—			—
Corporate and Other	215			—			(17		)	11			—			(5		)
Eliminations	—			(123		)	—			—			(83		)	—
Consolidated	$	9,071		$	—		$	924		$	7,553		$	—		$	664


(1)	Houston Electric T&D revenues from major external customers are as follows:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
	(in millions)
Affiliates of NRG	$	231	$	213	$	547	$	543
Affiliates of Vistra Energy Corp.	83		79		196		192


(2)	CenterPoint Energy’s Midstream Investments’ equity in earnings, net are as follows:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
	(in millions)
Enable	$	77	$	81	$	213	$	208

Houston Electric

Houston Electric consists of a single reportable segment; therefore, a tabular reportable segment presentation has not been

included.


(1)	Houston Electric T&D revenues from major external customers are as follows:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
	(in millions)
Affiliates of NRG	$	231	$	213	$	547	$	543
Affiliates of Vistra Energy Corp.	83		79		196		192

CERC


												Three Months Ended September 30,
	For the Nine Months Ended September 30, 2017											2019							2018
	Revenues from External Customers		Inter-segment Revenues			Operating Income (Loss)			Total Assets as of September 30, 2017			Revenues from External Customers		Net Intersegment Revenues			Operating Income		Revenues from External Customers		Net Intersegment Revenues			Operating Income (Loss)
	(in millions)											(in millions)
Natural Gas Distribution	$	1,767	$	24		$	220		$	6,067		$	389	$	9		$	20	$	402	$	8		$	3
Energy Services	2,964		34			58			1,337			734		11			2		910		10			(9		)
Midstream Investments (1)	—		—			—			2,481
Other Operations	—		—			(5		)	73			3		—			1		—		—			(1		)
Reconciling Eliminations	—		(58		)	—			(582		)
Eliminations												—		(20		)	—		—		(18		)	—
Consolidated	$	4,731	$	—		$	273		$	9,376		$	1,126	$	—		$	23	$	1,312	$	—		$	(7	)



	Nine Months Ended September 30,
	2019							2018
	Revenues from External Customers		Net Intersegment Revenues			Operating Income		Revenues from External Customers		Net Intersegment Revenues			Operating Income (Loss)
	(in millions)
Natural Gas Distribution	$	2,077	$	29		$	212	$	2,032	$	26		$	166
Energy Services	2,755		91			64		3,008		57			(20		)
Corporate and Other	4		—			1		—		—			—
Eliminations	—		(120		)	—		—		(83		)	—
Consolidated	$	4,836	$	—		$	277	$	5,040	$	—		$	146

CenterPoint Energy and CERC



	Total Assets
	September 30, 2019								December 31, 2018
	CenterPoint Energy				CERC				CenterPoint Energy				CERC
	(in millions)
Houston Electric T&D	$	11,463			$	—			$	10,509			$	—
Indiana Electric Integrated (1)	3,009				—				—				—
Natural Gas Distribution (1)	13,235				7,018				6,956				6,956
Energy Services	1,264				1,264				1,558				1,558
Infrastructure Services (1)	1,284				—				—				—
Midstream Investments	2,529				—				2,482				—
Corporate and Other (1)	4,884			(2)	121				6,156			(2)	66
Eliminations	(3,026		)		(474		)		(652		)		(366		)
Consolidated	$	34,642			$	7,929		��	$	27,009			$	8,214


(1)	Total assets by reportable segment include assets acquired in the Merger, which are based on preliminary fair value estimates and allocations on the acquisition date and are subject to change. See Note 3.


(2)	Includes pension and other postemployment-related regulatory assets of $625 million and $665 million, respectively, as of September 30, 2019 and December 31, 2018. Additionally, total assets as of December 31, 2018 included $3.9 billion of temporary investments included in Cash and cash equivalents on CenterPoint Energy’s Consolidated Balance Sheets.

(17) Supplemental Disclosure of Cash Flow Information

The table below provides supplemental disclosure of cash flow information:



	Nine Months Ended September 30,
	2019						2018
	CenterPoint Energy		Houston Electric		CERC		CenterPoint Energy		Houston Electric		CERC
	(in millions)
Cash Payments/Receipts:
Interest, net of capitalized interest	$	364	$	203	$	88	$	301	$	173	$	85
Income taxes, net	174		93		3		89		122		3
Non-cash transactions:
Accounts payable related to capital expenditures	178		91		75		140		87		66
Capital distribution associated with the Internal Spin	—		—		—		—		—		1,460
ROU assets obtained in exchange for lease liabilities (1)	43		1		28		—		—		—


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

The table below provides a reconciliation of cash, cash equivalents and restricted cash reported in the Condensed Consolidated Balance Sheets to the amount reported in the Condensed Statements of Consolidated Cash Flows:



	September 30, 2019						December 31, 2018
	CenterPoint Energy		Houston Electric		CERC		CenterPoint Energy		Houston Electric		CERC
	(in millions)
Cash and cash equivalents	$	259	$	228	$	2	$	4,231	$	335	$	14
Restricted cash included in Prepaid expenses and other current assets	38		19		—		46		34		11
Restricted cash included in Other	—		—		—		1		1		—
Total cash, cash equivalents and restricted cash shown in Condensed Statements of Consolidated Cash Flows	$	297	$	247	$	2	$	4,278	$	370	$	25

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

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

The table below summarizes money pool activity:



	September 30, 2019						December 31, 2018
	Houston Electric			CERC			Houston Electric			CERC
	(in millions, except interest rates)
Money pool investments (borrowings) (1)	$	772		$	87		$	(1	)	$	114
Weighted average interest rate	2.32		%	2.32		%	2.42		%	2.42		%


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

Houston Electric and CERC affiliate related net interest income (expense) were as follows:



	Three Months Ended September 30,									Nine Months Ended September 30,
	2019				2018					2019				2018
	Houston Electric		CERC		Houston Electric		CERC			Houston Electric		CERC		Houston Electric		CERC
	(in millions)
Interest income (expense) (1)	$	5	$	1	$	1	$	(2	)	$	14	$	3	$	1	$	(4	)


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

CenterPoint Energy provides some corporate services to Houston Electric and CERC. The costs of services have been charged directly to Houston Electric and CERC using methods that management believes are reasonable. These methods include negotiated usage rates, dedicated asset assignment and proportionate corporate formulas based on operating expenses, assets, gross margin, employees and a composite of assets, gross margin and employees. Houston Electric provides certain services to CERC. These services are billed at actual cost, either directly or as an allocation and include fleet services, shop services, geographic services, surveying and right-of-way services, radio communications, data circuit management and field operations. Additionally, CERC provides certain services to Houston Electric. These services are billed at actual cost, either directly or as an allocation and include line locating and other miscellaneous services. These charges are not necessarily indicative of what would have been incurred had Houston Electric and CERC not been affiliates.

Amounts charged for these services were as follows and are included primarily in operation and maintenance expenses:



	Three Months Ended September 30,										Nine Months Ended September 30,
	2019					2018					2019					2018
	Houston Electric			CERC		Houston Electric			CERC		Houston Electric			CERC		Houston Electric			CERC
	(in millions)
Corporate service charges	$	38		$	31	$	47		$	36	$	132		$	106	$	138		$	105
Net affiliate service charges (billings)	(3		)	3		(3		)	3		(7		)	7		(8		)	8

Infrastructure Services provides pipeline construction and repair services to CERC. Amounts charged for operation and maintenance expenses by Infrastructure Services to CERC were not significant from February 1, 2019 to September 30, 2019. Additionally, CERC, through CES, sells natural gas to Indiana Electric for use in electric generation activities. Amounts charged by CERC to Indiana Electric were not significant from February 1, 2019 to September 30, 2019.

The table below presents transactions among Houston Electric, CERC and their parent, Utility Holding.



	Three Months Ended September 30,								Nine Months Ended September 30,
	2019				2018				2019				2018
	Houston Electric		CERC		Houston Electric		CERC		Houston Electric		CERC		Houston Electric		CERC
	(in millions)
Cash dividends paid to parent	$	60	$	16	$	60	$	75	$	100	$	119	$	123	$	286
Cash contribution from parent	—		—		—		600		590		—		—		600
Capital distribution to parent associated with the Internal Spin	—		—		—		1,460		—		—		—		1,460

(19) Leases

The Registrants adopted ASC 842, Leases, and all related amendments on January 1, 2019 using the modified retrospective transition method and elected not to recast comparative periods in the year of adoption as permitted by the standard. There was no adjustment to retained earnings as a result of transition. As a result, disclosures for periods prior to adoption will be presented in accordance with accounting standards in effect for those periods. The Registrants also elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed them to carry forward the historical lease classification. Additionally, the Registrants elected the practical expedient related to land easements, which allows the carry forward of the accounting treatment for land easements on existing agreements. The total ROU assets obtained in exchange for new operating lease liabilities upon adoption were $30 million, $1 million and $27 million for CenterPoint Energy, Houston

Electric and CERC, respectively. The Merger was completed on February 1, 2019, and as such the amounts recorded upon adoption are exclusive of Vectren’s leases.

An arrangement is determined to be a lease at inception based on whether the Registrant has the right to control the use of an identified asset. ROU assets represent the Registrants’ right to use the underlying asset for the lease term and lease liabilities represent the Registrants’ obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term, including payments at commencement that depend on an index or rate. Most leases in which the Registrants are the lessee do not have a readily determinable implicit rate, so an incremental borrowing rate, based on the information available at the lease commencement date, is utilized to determine the present value of lease payments. When a secured borrowing rate is not readily available, unsecured borrowing rates are adjusted for the effects of collateral to determine the incremental borrowing rate. Each Registrant uses the implicit rate for agreements in which it is a lessor. Lease expense and lease income are recognized on a straight-line basis over the lease term for operating leases.

The Registrants have lease agreements with lease and non-lease components and have elected the practical expedient to combine lease and non-lease components for certain classes of leases, such as office buildings. For classes of leases in which lease and non-lease components are not combined, consideration is allocated between components based on the stand-alone prices. Variable payments are not significant to the Registrants.

The Registrants’ lease agreements do not contain any material residual value guarantees, material restrictions or material covenants. There are no material lease transactions with related parties. Agreements in which the Registrants are lessors do not include provisions for the lessee to purchase the assets. Because risk is minimal, the Registrants do not take any significant actions to manage risk associated with the residual value of their leased assets.

The Registrants’ lease agreements are primarily equipment and real property leases, including land and office facility leases. The Registrants’ lease terms may include options to extend or terminate a lease when it is reasonably certain that those options will be exercised. Operating lease payments exclude approximately $16 million of legally-binding undiscounted minimum lease payments for leases signed but not yet commenced. The Registrants have elected an accounting policy that exempts leases with terms of one year or less from the recognition requirements of ASU 842.

The components of lease cost, included in Operation and maintenance expense on the Registrants’ respective Condensed Statements of Consolidated Income, are as follows:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2019						2019
	CenterPoint Energy		Houston Electric		CERC		CenterPoint Energy		Houston Electric		CERC
	(in millions)
Operating lease cost	$	8	$	—	$	1	$	19	$	—	$	4
Short-term lease cost	23		7		—		46		12		—
Variable lease cost	1		—		—		1		—		—
Total lease cost	$	32	$	7	$	1	$	66	$	12	$	4

Supplemental balance sheet information related to leases was as follows:



	September 30, 2019
	CenterPoint Energy			Houston Electric			CERC
	(in millions, except lease term and discount rate)
Assets:
Operating ROU assets (1)	$	67		$	1		$	25
Total leased assets	$	67		$	1		$	25
Liabilities:
Current operating lease liability (2)	$	21		$	—		$	4
Non-current operating lease liability (3)	46			1			21
Total leased liabilities	$	67		$	1		$	25

Weighted-average remaining lease term (in years) - operating leases	5.2			5.4			7.9
Weighted-average discount rate - operating leases	3.41		%	3.51		%	3.66		%


(1)	Reported within Other assets in the Condensed Consolidated Balance Sheets.


(2)	Reported within Current other liabilities in the Condensed Consolidated Balance Sheets.


(3)	Reported within Other liabilities in the Condensed Consolidated Balance Sheets.

As of September 30, 2019, maturities of operating lease liabilities were as follows:



	CenterPoint Energy		Houston Electric		CERC
	(in millions)
Remaining three months of 2019	$	6	$	—	$	1
2020	22		1		5
2021	15		—		5
2022	9		—		4
2023	7		—		3
2024	3		—		2
2025 and beyond	12		—		9
Total lease payments	74		1		29
Less: Interest	7		—		4
Present value of lease liabilities	$	67	$	1	$	25

The following table sets forth information concerning the Registrants’ obligations under non-cancelable long-term operating leases as of December 31, 2018:



	CenterPoint Energy		Houston Electric		CERC
	(in millions)
2019	$	6	$	1	$	5
2020	6		—		5
2021	5		—		4
2022	4		—		4
2023	3		—		3
2024 and beyond	12		—		11
Total (1)	$	36	$	1	$	32


(1)	The Merger was completed on February 1, 2019. As such, these amounts are exclusive of Vectren’s leases.

As of September 30, 2019, maturities of undiscounted operating lease payments to be received are as follows:



	CenterPoint Energy		Houston Electric		CERC
	(in millions)
Remaining three months of 2019	$	1	$	—	$	—
2020	2		1		—
2021	2		—		—
2022	2		—		—
2023	2		—		—
2024	2		—		—
2025 and beyond	10		—		—
Total lease payments to be received	$	21	$	1	$	—

Other information related to leases is as follows:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2019						2019
	CenterPoint Energy		Houston Electric		CERC		CenterPoint Energy		Houston Electric		CERC
	(in millions)
Operating cash flows from operating leases included in the measurement of lease liabilities	$	6	$	—	$	2	$	18	$	1	$	4

(20) Equity

Dividends Declared and Paid (CenterPoint Energy)

CenterPoint Energy paid dividends on its Common Stock during the nine months ended September 30, 2019 and 2018 as presented in the table below:



Declaration Date	Record Date	Payment Date	Per Share		Total (in millions)
December 12, 2018	February 21, 2019	March 14, 2019	$	0.2875	$	144
April 25, 2019	May 16, 2019	June 13, 2019	0.2875		144
July 31, 2019	August 15, 2019	September 12, 2019	0.2875		145
Total 2019			$	0.8625	$	433

December 13, 2017	February 15, 2018	March 8, 2018	$	0.2775	$	120
April 26, 2018	May 17, 2018	June 14, 2018	0.2775		120
July 26, 2018	August 16, 2018	September 13, 2018	0.2775		120
Total 2018			$	0.8325	$	360

CenterPoint Energy declared no dividends on its Series A Preferred Stock or Series B Preferred Stock during the three or nine months ended September 30, 2018.

CenterPoint Energy paid dividends on its Series A Preferred Stock during the nine months ended September 30, 2019 as presented in the table below:



Declaration Date	Record Date	Payment Date	Per Share		Total (in millions)
December 12, 2018	February 15, 2019	March 1, 2019	$	32.1563	$	26
July 31, 2019	August 15, 2019	September 3, 2019	30.6250		24
Total 2019			$	62.7813	$	50

CenterPoint Energy paid dividends on its Series B Preferred Stock during the nine months ended September 30, 2019 as presented in the table below:



Declaration Date	Record Date	Payment Date	Per Share		Total (in millions)
December 12, 2018	February 15, 2019	March 1, 2019	$	17.5000	$	17
April 25, 2019	May 15, 2019	June 3, 2019	17.5000		17
July 31, 2019	August 15, 2019	September 3, 2019	17.5000		17
Total 2019			$	52.5000	$	51

Dividend Requirement on Preferred Stock (CenterPoint Energy)



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
	(in millions)
Series A Preferred Stock	$	12	$	5	$	37	$	5
Series B Preferred Stock	17		—		51		—
Total preferred stock dividend requirement	$	29	$	5	$	88	$	5

Accumulated Other Comprehensive Income (Loss)

Changes in accumulated comprehensive income (loss) are as follows:



	Three Months Ended September 30,
	2019								2018
	CenterPoint Energy			Houston Electric			CERC		CenterPoint Energy			Houston Electric		CERC
	(in millions)
Beginning Balance	$	(105	)	$	(15	)	$	5	$	(62	)	$	4	$	6
Other comprehensive income (loss) before reclassifications:
Deferred gain (loss) from interest rate derivatives (1)	(2		)	—			—		4			3		—
Other comprehensive loss from unconsolidated affiliates	(2		)	—			—		—			—		—
Amounts reclassified from accumulated other comprehensive loss:
Actuarial losses (2)	2			—			—		2			—		—
Tax expense	—			—			—		(2		)	—		—
Net current period other comprehensive income	(2		)	—			—		4			3		—
Ending Balance	$	(107	)	$	(15	)	$	5	$	(58	)	$	7	$	6

For the Nine Months Ended September 30, 2016
Revenues from
External
Customers Inter-segment
Revenues Operating
Income (Loss) Total Assets as of December 31, 2016
(in millions)
Natural Gas Distribution $ 1,672
$ 21
$ 202
$ 6,099
Energy Services 1,433
17
11
1,102
Midstream Investments (1)
—
—
—
2,505
Other Operations —
—
(3 ) 75
Reconciling Eliminations —
(38 ) —
(563 )
Consolidated $ 3,105
$ —
$ 210
$ 9,218



	Nine Months Ended September 30,
	2019								2018
	CenterPoint Energy			Houston Electric			CERC		CenterPoint Energy			Houston Electric			CERC
	(in millions)
Beginning Balance	$	(108	)	$	(14	)	$	5	$	(68	)	$	—		$	6
Other comprehensive income (loss) before reclassifications:
Deferred gain (loss) from interest rate derivatives (1)	(3		)	(1		)	—		8			8			—
Other comprehensive loss from unconsolidated affiliates	(2		)	—			—		—			—			—
Amounts reclassified from accumulated other comprehensive loss:
Prior service cost (2)	1			—			—		1			—			—
Actuarial losses (2)	6						—		5			—			—
Reclassification of deferred loss from cash flow hedges realized in net income	1			—			—		—			—			—
Tax expense	(2		)	—			—		(4		)	(1		)	—
Net current period other comprehensive income (loss)	1			(1		)	—		10			7			—
Ending Balance	$	(107	)	$	(15	)	$	5	$	(58	)	$	7		$	6

(1)

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


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

(21) Subsequent Events (CenterPoint Energy)

CenterPoint Energy Dividend Declarations



Equity Instrument	Declaration Date	Record Date	Payment Date	Per Share
Common Stock	October 17, 2019	November 21, 2019	December 12, 2019	$	0.2875
Series B Preferred Stock	October 17, 2019	November 15, 2019	December 2, 2019	17.5000

Enable Distributions Declarations (CenterPoint Energy)

Equity Instrument

Declaration Date

Record Date

Payment Date

Per Unit Distribution

Expected Cash Distribution

(in millions)

Enable common units

November 5, 2019

November 19, 2019

November 26, 2019

0.3305

Enable Series A Preferred Units

November 5, 2019

November 14, 2019

0.6250


~~(1)~~Item 2.	~~Midstream Investments’ equity earnings are as follows:~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CENTERPOINT ENERGY, INC. AND SUBSIDIARIES

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
(in millions)
Enable $ 68
$ 73
$ 199
$ 164
No Registrant makes any representations as to the information related solely to CenterPoint Energy or the subsidiaries of CenterPoint Energy other than itself.

~~(15) Other Current Assets and Liabilities~~

Included in other current assets on the Condensed Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016 were $22 million and less than $1 million, respectively, of margin deposits and $55 million and $40 million, respectively, of under-recovered gas cost. Included in other current liabilities on the Condensed Consolidated Balance Sheets at September 30, 2017 and December 31, 2016 were $2 million and $10 million, respectively, of over-recovered gas cost.

~~(16) Subsequent Events~~

On October 31, 2017, Enable declared a quarterly cash distribution of $0.318 per unit on all of its outstanding common units for the quarter ended September 30, 2017. Accordingly, CERC Corp. expects to receive a cash distribution of approximately $74 million from Enable in the fourth quarter of 2017 to be made with respect to CERC Corp.’s investment in common units of Enable for the third quarter of 2017.

~~Item 2. MANAGEMENT~~’~~S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS~~

The following ~~narrative~~combined discussion and analysis should be read in combination with ~~our~~the Interim Condensed Financial Statements contained in this Form 10-Q and ~~our 2016~~the Registrants’ combined 2018 Form 10-K.

~~We meet~~ When discussing CenterPoint Energy’s consolidated financial information, it includes the ~~conditions specified in General Instruction H(1)(a)~~results of Houston Electric and ~~(b)~~CERC, which, along with CenterPoint Energy, are collectively referred to as the Registrants. Where appropriate, information relating to a specific Registrant has been segregated and labeled as such. In this Form 10-Q, the terms “our,” “we” and “us” are ~~therefore permitted~~used as abbreviated references to use the reduced disclosure format for wholly-owned subsidiaries of reporting companies. Accordingly, we have omitted from this report the information called for by Item 2 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) and Item 3 (Quantitative and Qualitative Disclosures About Market Risk) of Part I and the following Part II items of Form 10-Q: Item 2 (Unregistered Sales of Equity Securities and Use of Proceeds), Item 3 (Defaults Upon Senior Securities) and Item 4 (Submission of Matters to a Vote of Security Holders). The following discussion explains material changes in our revenue and expense items between the three and nine months ended September 30, 2017 and the three and nine months ended September 30, 2016. Reference is made to “Management’s Narrative Analysis of Results of Operations” in Item 7 of our 2016 Form 10-K.CenterPoint Energy, Inc. together with its consolidated subsidiaries.

RECENT EVENTS

~~Hurricane Harvey.~~ ~~NGD suffered damage as a result of Hurricane Harvey, which struck~~Merger with Vectren. On February 1, 2019, pursuant to the ~~Texas coast on Friday, August 25, 2017.~~Merger Agreement, CenterPoint Energy consummated the previously announced Merger and acquired Vectren for approximately $6 billion in cash. For ~~further~~more information ~~regarding~~about the ~~impact of Hurricane Harvey,~~Merger, see ~~Note 5~~Notes 1 and 3 to ~~our~~the Interim Condensed Financial Statements. Concurrent with the completion of the Merger, CenterPoint Energy added two new reportable segments, Indiana Electric Integrated and Infrastructure Services, to its five reportable segments disclosed in CenterPoint Energy’s 2018 Form 10-K. For a description of the Registrants’ reportable segments, see Note 16 to the Interim Condensed Financial Statements.

Debt Transactions. In January 2019, Houston Electric issued $700 million aggregate principal amount of general mortgage bonds, in May 2019, CenterPoint Energy entered into a $1.0 billion variable rate term loan and in August 2019, CenterPoint Energy issued $1.2 billion aggregate principal amount of senior notes. For more information about the 2019 debt transactions, see Note 12 to the Interim Condensed Financial Statements.

Regulatory ~~Proceedings~~. Proceedings. On April 5, 2019, and subsequently adjusted in errata filings in May and June 2019, Houston Electric filed its base rate application with the PUCT and the cities in its service area to change its rates.For details related to our pending and completed regulatory proceedings and orders related to the TCJA to date in ~~2017,~~2019, see “—Liquidity and Capital Resources —Regulatory Matters” below.

~~Debt Issuances.~~ In August 2017, we issued $300 million aggregate principal amount of unsecured senior notes. For further information about our 2017 debt issuances, see Note 11 to our Interim Condensed Financial Statements.

CENTERPOINT ENERGY CONSOLIDATED RESULTS OF OPERATIONS

For information regarding factors that may affect the future results of our consolidated operations, please read “Risk Factors” in Item 1A of Part I of the Registrants’ combined 2018 Form 10-K and in Item 1A of Part II of this Form 10-Q.



	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
	(in millions, except per share amounts)
Revenues	$	2,742		$	2,212		$	9,071		$	7,553
Expenses	2,350			1,986			8,147			6,889
Operating Income	392			226			924			664
Interest and Other Finance Charges	(134		)	(90		)	(389		)	(259		)
Interest on Securitization Bonds	(9		)	(16		)	(31		)	(46		)
Equity in Earnings of Unconsolidated Affiliate, net	77			81			213			208
Other Income (Expense), net	6			8			30			(234		)
Income Before Income Taxes	332			209			747			333
Income Tax Expense	62			51			113			85
Net Income	270			158			634			248
Preferred Stock Dividend Requirement	29			5			88			5
Income Available to Common Shareholders	$	241		$	153		$	546		$	243
Basic Earnings Per Common Share	$	0.48		$	0.35		$	1.09		$	0.56
Diluted Earnings Per Common Share	$	0.47		$	0.35		$	1.08		$	0.56

Three months ended September 30, 2019 compared to three months ended September 30, 2018

CenterPoint Energy reported income available to common shareholders of $241 million ($0.47 per diluted common share) for the three months ended September 30, 2019 compared to $153 million ($0.35 per diluted common share) for the three months ended September 30, 2018.

The increase in income available to common shareholders of $88 million was primarily due to the following key factors:

a $166 million increase in operating income discussed below in Results of Operations by Reportable Segment;

a $16 million increase in gain on marketable securities, included in Other Income (Expense), net shown above; and

a $7 million decrease in interest expense related to lower outstanding balances of the Securitization Bonds.

These increases were partially offset by the following:

a $44 million increase in interest expense, primarily as a result of higher outstanding long-term debt used to finance the Merger and additional long-term debt acquired through the Merger, discussed further in Notes 3 and 12 to the Interim Condensed Financial Statements;

a $24 million increase in preferred stock dividend requirements primarily as a result of the Merger;

an $18 million increase in losses on the underlying value of the indexed debt securities related to the ZENS, included in Other Income (Expense), net shown above;

a $11 million increase in income tax expense due to higher income before income taxes that was partially offset by the lower effective tax rate as explained below; and

a $4 million decrease to equity in earnings from the investment in Enable, discussed further in Note 9 to the Interim Condensed Financial Statements.

Nine months ended September 30, 2019 compared to nine months ended September 30, 2018

CenterPoint Energy reported income available to common shareholders of $546 million ($1.08 per diluted common share) for the nine months ended September 30, 2019 compared to $243 million ($0.56 per diluted common share) for the nine months ended September 30, 2018.

The increase of $303 million in income available to common shareholders was primarily due to the following key factors:

a $260 million increase in operating income discussed below in Results of Operations by Reportable Segment;

a $140 million increase in gain on marketable securities, included in Other Income (Expense), net shown above;

a $100 million decrease in losses on the underlying value of indexed debt securities related to the ZENS, included in Other Income (Expense), net shown above (losses recorded from Meredith Corporation’s acquisition of Time Inc. in March 2018 and AT&T Inc.’s acquisition of Time Warner Inc. in June 2018);

a $24 million increase in other miscellaneous non-operating income included in Other Income (Expense), net shown above that included $16 million in higher interest income, a $5 million increase in dividend income and $3 million in additional income from miscellaneous items;

a $15 million decrease in interest expense related to lower outstanding balances of the Securitization Bonds; and

a $5 million increase to equity in earnings from the investment in Enable, discussed further in Note 9 to the Interim Condensed Financial Statements.

These increases were partially offset by the following:

a $130 million increase in interest expense, primarily as a result of higher outstanding long-term debt used to finance the Merger and additional long-term debt acquired through the Merger, discussed further in Notes 3 and 12 to the Interim Condensed Financial Statements;

a $83 million increase in preferred stock dividend requirements primarily as a result of the Merger; and

a $28 million increase in income tax expense due to higher income before income taxes that was partially offset by the lower effective tax rate as explained below.

Income Tax Expense

CenterPoint Energy’s effective tax rate reported for the three months ended September 30, 2019 was 19% compared to 24% for the three months ended September 30, 2018. CenterPoint Energy’s effective tax rate reported for the nine months ended September 30, 2019 was 15% compared to 26% for the nine months ended September 30, 2018. The lower effective tax rate for the three and nine months ended September 30, 2019 was primarily due to the following: an increase in the amount of amortization of the net regulatory EDIT liability; the effect of state tax law changes that resulted in the remeasurement of state deferred taxes; and the impact of changes in valuation allowances on certain state net operating losses.

HOUSTON ELECTRIC’S MANAGEMENT’S NARRATIVE ANALYSIS

OF CONSOLIDATED RESULTS OF OPERATIONS

Houston Electric’s results of operations are affected by seasonal fluctuations in the demand for electricity. Houston Electric’s results of operations are also affected by, among other things, the actions of various governmental authorities having jurisdiction over rates Houston Electric charges, debt service costs, income tax expense, Houston Electric’s ability to collect receivables from REPs and Houston Electric’s ability to recover its regulatory assets. For more information regarding factors that may affect the future results of operations of Houston Electric’s business, please read “Risk Factors — Risk Factors Associated with Our Consolidated Financial Condition,” “— Risk Factors Affecting Electric Generation, Transmission and Distribution Businesses” and “— Other Risk Factors Affecting Our Businesses or CenterPoint Energy’s Interests in Enable Midstream Partners, LP” in Item 1A of Part I of the Registrants’ combined 2018 Form 10-K and in Item 1A of Part II of this Form 10-Q.



	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
	(in millions)
Revenues (1)	$	859		$	897		$	2,310		$	2,506
Expenses	590			670			1,791			1,979
Operating income	269			227			519			527
Interest and other finance charges	(41		)	(32		)	(123		)	(101		)
Interest on Securitization Bonds	(9		)	(16		)	(31		)	(46		)
Other income (expense), net	7			—			17			(6		)
Income before income taxes	226			179			382			374
Income tax expense	41			36			70			78
Net income	$	185		$	143		$	312		$	296

(1)

Excludes weather hedge gain (loss) of $-0- and $-0- for the three months ended September 30, 2019 and 2018, respectively, and $3 million and $(4) million for the nine months ended September 30, 2019 and 2018, respectively, recorded in Utility revenues on CenterPoint Energy’s Condensed Statements of Consolidated Income. See Note 7(a) to the Interim Condensed Financial Statements for more information on the weather hedge.

Three months ended September 30, 2019 compared to three months ended September 30, 2018

Houston Electric reported net income of $185 million for the three months ended September 30, 2019 compared to net income of $143 million for the three months ended September 30, 2018.

The increase of $42 million in net income was primarily due to the following key factors:

a $47 million increase in TDU operating income discussed below in Results of Operations by Reportable Segment;

a $7 million decrease in interest expense related to lower outstanding balances of the Securitization Bonds; and

a $7 million increase in Other income (expense), net due to increased interest income primarily from investments in the CenterPoint Energy money pool.

These increases were partially offset by the following:

a $9 million increase in interest expense due to higher outstanding other long-term debt;

a $5 million decrease in operating income from the Bond Companies; and

a $5 million increase of income tax expense due to higher income before income taxes that was partially offset by the lower effective tax rate as explained below.

Nine months ended September 30, 2019 compared to nine months ended September 30, 2018

Houston Electric reported net income of $312 million for the nine months ended September 30, 2019 compared to net income of $296 million for the nine months ended September 30, 2018.

The increase of $16 million in net income was primarily due to the following key factors:

a $23 million increase in Other income (expense), net due to increased interest income of $19 million primarily from investments in the CenterPoint Energy money pool and $4 million from miscellaneous other non-operating income;

a $15 million decrease in interest expense related to lower outstanding balances of the Securitization Bonds;

an $8 million increase in TDU operating income discussed below in Results of Operations by Reportable Segment, exclusive of a $3 million gain in the nine months ended September 30, 2019 and a $4 million loss in the nine months ended September 30, 2018 from weather hedges recorded at CenterPoint Energy; and

an $8 million decrease in income tax expense primarily due to the lower effective tax rate as explained below that was partially offset by higher income before income taxes.

These increases were partially offset by the following:

a $22 million increase in interest expense due to higher outstanding other long-term debt; and

a $16 million decrease in operating income from the Bond Companies.

Income Tax Expense

Houston Electric’s effective tax rate reported for the three months ended September 30, 2019 was 18% compared to 20% for the three months ended September 30, 2018. Houston Electric’s effective tax rate reported for the nine months ended September 30, 2019 was 18% compared to 21% for the nine months ended September 30, 2018. The lower effective tax rate for both the three and nine months ended September 30, 2019 was primarily due to an increase in the amount of amortization of the net regulatory EDIT liability.

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

CERC’s results of operations are affected by seasonal fluctuations in the demand for natural gas and price movements of energy commodities as well as the optimization of margins through natural gas basis differentials. ~~Our~~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 ~~we charge,~~CERC charges, competition in ~~our~~CERC’s various business operations, the effectiveness of ~~our~~CERC’s risk management activities, debt service costs and income tax expense. For more information regarding factors that may affect the future results of operations ~~of our~~for CERC’s business, please read “Risk ~~Factors”~~Factors — Risk Factors Associated with Our Consolidated Financial Condition,” “— Risk Factors Affecting Natural Gas Distribution and Competitive Energy Services Businesses” and “— Other Risk Factors Affecting Our Businesses or CenterPoint Energy’s Interests in Enable Midstream Partners, LP” in Item 1A of Part I of ~~our 2016~~the Registrants’ combined 2018 Form ~~10-K.~~

~~The following table sets forth our consolidated results~~10-K and in Item 1A of ~~operations for the three and nine months ended September 30, 2017 and 2016, followed by a discussion~~Part II of ~~our consolidated results of operations.~~this Form 10-Q.

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
(in millions)
Revenues $ 1,251
$ 978
$ 4,731
$ 3,105
Expenses:

Natural gas 938
683
3,549
2,031
Operation and maintenance 187
175
603
571
Depreciation and amortization 68
62
202
185
Taxes other than income taxes 32
32
104
108
Total 1,225
952
4,458
2,895
Operating Income 26
26
273
210
Interest and other finance charges (32 ) (29 ) (92 ) (93 )
Equity in earnings of unconsolidated affiliate, net 68
73
199
164
Other income, net 1
(1 ) 3
1
Income Before Income Taxes 63
69
383
282
Income tax expense 25
26
144
113
Net Income $ 38
$ 43
$ 239
$ 169



	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
	(in millions)
Revenues	$	1,126		$	1,312		$	4,836		$	5,040
Expenses	1,103			1,319			4,559			4,894
Operating Income (Loss)	23			(7		)	277			146
Interest and other finance charges	(28		)	(30		)	(87		)	(92		)
Other expense, net	(3		)	—			(6		)	(5		)
Income (loss) from continuing operations before income taxes	(8		)	(37		)	184			49
Income tax expense (benefit)	(1		)	(2		)	25			14
Income (loss) from continuing operations	(7		)	(35		)	159			35
Income from discontinued operations, net of tax	—			44			—			140
Net Income (Loss)	$	(7	)	$	9		$	159		$	175

Three months ended September 30, ~~2017~~2019 compared to three months ended September 30, ~~2016~~2018

WeCERC reported a net ~~income~~loss of ~~$38~~$7 million for the three months ended September 30, ~~2017~~2019 compared to net income of ~~$43~~$9 million for the three months ended September 30, ~~2016.~~2018.

The decrease of $16 million in net income ~~of $5 million~~ was primarily due to the following key factors:

a $5$44 million decrease in ~~equity earnings~~income from ~~our investment in Enable,~~discontinued operations, net of tax, discussed further in ~~Note 8~~Notes 9 and 13 to ~~our~~the Interim Condensed Financial Statements; and

a $3 million increase in ~~interest~~Other expense, net primarily due to ~~the issuance of $300 million of unsecured senior notes and~~ higher ~~weighted average commercial paper interest rates discussed further in Note 11 to our Interim Condensed Financial Statements.~~pension accruals.

These decreases ~~in net income~~ were partially offset by the following:

a $30 million increase in operating income discussed below in Results of Operations by Reportable Segment; and

a $2 million ~~increase in miscellaneous other non-operating income included in Other income, net shown above, and a $1 million~~ decrease in ~~income tax expense due to lower net income.~~interest and other finance charges.

Nine months ended September 30, ~~2017~~2019 compared to nine months ended September 30, ~~2016~~2018

WeCERC reported net income of ~~$239~~$159 million for the nine months ended September 30, ~~2017~~2019 compared to net income of ~~$169~~$175 million for the nine months ended September 30, ~~2016.~~2018.

The ~~increase~~decrease of $16 million in net income ~~of $70 million~~ was primarily due to the the following key factors:

a ~~$63~~$140 million ~~increase~~decrease in ~~operating~~ income ~~discussed below by segment; and~~

~~a $35 million increase in equity earnings~~ from ~~our investment in Enable,~~discontinued operations, net of tax, discussed further in ~~Note 8~~Notes 9 and 13 to ~~our~~the Interim Condensed Financial ~~Statements.~~Statements; and

~~These increases in net income were partially offset by a $31~~an $11 million increase in income tax expense due to higher ~~net income.~~income from continuing operations, partially offset by the lower effective tax rate as explained below.

These decreases were partially offset by the following:

a $131 million increase in operating income discussed below in Results of Operations by Reportable Segment; and

a $5 million decrease in interest and other finance charges.

Income Tax Expense - Continuing Operations

~~Our~~CERC’s effective tax ~~rates reported~~rate on income from continuing operations for the three months ended September 30, ~~2017~~2019 was ~~40%~~13% compared to ~~38%~~5% for the ~~same period in 2016. The~~three months ended September 30, 2018. CERC’s effective tax rate ~~reported~~on income from continuing operations for the nine months ended September 30, ~~2017~~2019 was ~~38%~~14% compared to ~~40%~~29% for the ~~same~~

~~period~~nine months ended September 30, 2018. CERC’s higher effective tax rate on loss from continuing operations for the three months ended September 30, 2019 compared to the three months ended September 30, 2018 was primarily due to a decrease in ~~2016. The higher~~the amount of amortization of the net regulatory EDIT liability, which was partially offset by the absence of a change in the valuation allowance on certain state net operating losses in 2019, the effects of which are compounded by the book loss in the three months ended September 30, 2019. CERC’s lower effective tax rate for the nine months ended September 30, ~~2016~~2019 compared to the nine months ended September 30, 2018 was primarily due to ~~a Louisiana state tax law change resulting in~~ an increase ~~to CERC’s deferred tax liability.~~in the amount of amortization of the net regulatory EDIT liability, which was partially offset by the impact of changes in valuation allowances on certain state net operating losses in 2019.

RESULTS OF OPERATIONS BY ~~BUSINESS~~REPORTABLE SEGMENT

As of September 30, 2019, reportable segments by Registrant were as follows:

Registrants

Houston Electric T&D

Indiana Electric Integrated

Natural Gas Distribution

Energy

Services

Infrastructure Services

Midstream Investments

Corporate and Other

CenterPoint Energy

Houston Electric

CERC

The ~~following table presents~~Midstream Investments reportable segment consists of CenterPoint Energy’s equity investment in Enable and is therefore not included in the operating income (loss) for each of our business segments for the three and nine months ended September 30, 2017 and 2016, followed by a discussion of the results of operations by business segment based on operating income.table below. Included in revenues are intersegment ~~sales. We account~~sales, which are accounted for ~~intersegment sales~~ as if the sales were to third parties at current market prices. See Note 16 to the Interim Condensed Financial Statements for details of reportable segments by Registrant.

The following table presents operating income (loss) for each reportable segment:


	Three Months Ended September 30,					Nine Months Ended September 30,						Three Months Ended September 30,					Nine Months Ended September 30,
	2017		2016			2017			2016			2019		2018			2019			2018
	(in millions)											(in millions)
CenterPoint Energy
Houston Electric T&D												$	269	$	227		$	522		$	523
Indiana Electric Integrated												48		—			64			—
Natural Gas Distribution												27		3			241			166
Energy Services												2		(9		)	64			(20		)
Infrastructure Services												42		—			50			—
Corporate and Other												4		5			(17		)	(5		)
Total CenterPoint Energy Consolidated Operating Income												$	392	$	226		$	924		$	664
Houston Electric
Houston Electric T&D												$	269	$	227		$	519		$	527
CERC
Natural Gas Distribution	$	19	$	22		$	220		$	202		$	20	$	3		$	212		$	166
Energy Services	7		5			58			11			2		(9		)	64			(20		)
Other Operations	—		(1		)	(5		)	(3		)	1		(1		)	1			—
Total Consolidated Operating Income	$	26	$	26		$	273		$	210
Total CERC Consolidated Operating Income (Loss)												$	23	$	(7	)	$	277		$	146

~~Natural Gas Distribution~~Houston Electric T&D (CenterPoint Energy and Houston Electric)

For information regarding factors that may affect the future results of operations of ~~our Natural Gas Distribution business~~the Houston Electric T&D reportable segment, please read “Risk Factors — Risk Factors Associated with Our Consolidated Financial Condition,” “— Risk Factors Affecting ~~Our Natural Gas~~Electric Generation, Transmission and Distribution ~~and Energy Services~~ Businesses” and “— Other Risk Factors Affecting Our Businesses or ~~Our~~CenterPoint Energy’s Interests in Enable Midstream Partners, LP” in Item 1A of Part I of ~~our 2016~~the Registrants’ combined 2018 Form ~~10-K.~~10-K and in Item 1A of Part II of this Form 10-Q.

The following table provides summary data of ~~our Natural Gas Distribution business segment for~~ the ~~three and nine months ended September 30, 2017 and 2016:~~Houston Electric T&D reportable segment:

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
(in millions, except throughput and customer data)
Revenues $ 398
$ 377
$ 1,791
$ 1,693
Expenses:
Natural gas 117
104
742
679
Operation and maintenance 163
159
531
526
Depreciation and amortization 66
61
194
180
Taxes other than income taxes 33
31
104
106
Total expenses 379
355
1,571
1,491
Operating Income $ 19
$ 22
$ 220
$ 202
Throughput (in Bcf):

Residential 13
12
94
105
Commercial and industrial 50
51
189
193
Total Throughput 63
63
283
298
Number of customers at end of period:

Residential 3,179,284
3,143,357
3,179,284
3,143,357
Commercial and industrial 253,041
251,043
253,041
251,043
Total 3,432,325
3,394,400
3,432,325
3,394,400



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
	(in millions, except throughput and customer data)
Revenues:
TDU	$	776	$	735	$	2,043	$	2,009
Bond Companies	83		162		270		493
Total revenues	859		897		2,313		2,502
Expenses:
Operation and maintenance, excluding Bond Companies	357		367		1,080		1,056
Depreciation and amortization, excluding Bond Companies	95		95		282		293
Taxes other than income taxes	63		59		186		180
Bond Companies	75		149		243		450
Total expenses	590		670		1,791		1,979
Operating Income	$	269	$	227	$	522	$	523
Operating Income:
TDU	$	261	$	214	$	495	$	480
Bond Companies (1)	8		13		27		43
Total segment operating income	$	269	$	227	$	522	$	523
Throughput (in GWh):
Residential	11,224		10,555		24,392		24,486
Total	28,379		27,015		71,417		70,347
Number of metered customers at end of period:
Residential	2,232,740		2,188,211		2,232,740		2,188,211
Total	2,523,450		2,475,018		2,523,450		2,475,018


(1)	Operating income from the Bond Companies, together with $1 million and $4 million of interest income for the three and nine months ended September 30, 2019, respectively, and $3 million of interest income for both the three and nine months ended September 30, 2018, are necessary to pay interest on the Securitization Bonds.

Three months ended September 30, ~~2017~~2019 compared to three months ended September 30, ~~2016~~2018

~~Our Natural Gas Distribution business~~The Houston Electric T&D reportable segment reported operating income of ~~$19~~$269 million for the three months ended September 30, ~~2017 compared~~2019, consisting of $261 million from the TDU and $8 million related to ~~$22 million for~~the Bond Companies. For the three months ended September 30, ~~2016.~~2018, operating income totaled $227 million, consisting of $214 million from the TDU and $13 million related to the Bond Companies.

~~Operating~~TDU operating income ~~decreased $3~~increased $47 million, ~~as a result of~~primarily due to the following key factors:

~~increased depreciation~~decreased operation and ~~amortization expense, primarily due to ongoing additions to plant-in-service, and other taxes~~maintenance expenses of ~~$6 million;~~

~~lower usage of $4~~$29 million primarily due to the ~~timing of a decoupling normalization adjustment; and~~following:


◦	decreased support services costs of $12 million;


◦	other miscellaneous operation and maintenance expense decreases of $9 million; and


◦	decreased labor and benefits costs of $6 million.

higher ~~operation~~usage of $12 million primarily due to warmer than normal weather;

customer growth of $9 million from the addition of over 48,000 customers;

rate increases of $7 million related to distribution capital investments, exclusive of the TCJA mentioned below; and ~~maintenance expenses~~

higher transmission-related revenues of $3$18 million, exclusive of the TCJA mentioned below, partially offset by higher transmission costs billed by transmission providers of $16 million.

These ~~decreases~~increases to operating income were partially offset by the following:

~~rate relief increased $5~~higher depreciation and amortization expense, primarily because of ongoing additions to plant in service, and other taxes of $9 million;

lower equity return of $3 million, primarily ~~from Texas jurisdictions~~related to the annual true-up of $2transition charges correcting for over-collections that occurred during the preceding 12 months; and

lower revenue of $3 million ~~Arkansas rate case filing~~related to the impact of ~~$1 million~~the TCJA.

Lower depreciation and ~~Mississippi RRA of $1 million; and~~

~~customer growth of $2 million associated with the addition of approximately 38,000 new customers.~~

~~Increased operation and maintenance~~amortization expenses related to ~~energy efficiency programs~~AMS of $1$5 million were offset by a corresponding ~~increases~~decrease in ~~the~~ related revenues.

Nine months ended September 30, ~~2017~~2019 compared to nine months ended September 30, ~~2016~~2018

~~Our Natural Gas Distribution business~~The Houston Electric T&D reportable segment reported operating income of ~~$220~~$522 million for the nine months ended September 30, ~~2017 compared~~2019, consisting of $495 million from the TDU and $27 million related to ~~$202 million for~~the Bond Companies. For the nine months ended September 30, ~~2016.~~2018, operating income totaled $523 million, consisting of $480 million from the TDU and $43 million related to the Bond Companies.

~~Operating~~TDU operating income increased ~~$18~~$15 million, ~~as a result of~~primarily due to the following key factors:

customer growth of $22 million from the addition of over 48,000 customers;

rate increases of ~~$25~~$20 million ~~primarily from Texas jurisdictions~~related to distribution capital investments, exclusive of ~~$12~~the TCJA mentioned above;

higher transmission-related revenues of $56 million, ~~Arkansas rate case filing~~exclusive of the TCJA mentioned above, partially offset by higher transmission costs billed by transmission providers of $38 million;

decreased operation and maintenance expenses of $17 million, net of $10 million ~~and Mississippi RRA~~ of ~~$3 million;~~

Merger-related severance costs, primarily due to lower labor and benefits ~~were favorable by $11~~costs and lower support services costs; and

higher miscellaneous revenues of $13 million ~~resulting~~ primarily ~~from the recording of a regulatory asset (and a corresponding reduction in expense)~~related to ~~recover $16 million of prior postretirement expenses in future rates established in the Texas Gulf rate order; and~~right-of-way revenues.

~~customer growth of $3 million associated with the addition of approximately 38,000 new customers.~~

These increases to operating income were partially offset by the following:

~~increased~~lower equity return of $24 million, primarily related to the annual true-up of transition charges to correct over-collections that occurred during the preceding 12 months;

higher depreciation and amortization expense, primarily ~~due to~~because of ongoing additions to ~~plant-in-service,~~plant in service, and other taxes of ~~$10~~$22 million;

~~higher operation and maintenance expenses of $9 million partially resulting from an adjustment associated with the Texas Gulf rate order of $4 million, which is timing related; and~~

lower usage of $7$16 million; and

lower revenue of $15 million ~~primarily due~~related to ~~milder weather effects, partially mitigated by decoupling and weather normalization adjustments.~~the impact of the TCJA.

~~Increased operation~~Lower depreciation and ~~maintenance~~amortization expenses related to ~~energy efficiency programs~~AMS of ~~$7 million and increased gross receipts taxes of $2~~$27 million were offset by a corresponding ~~increases~~decrease in ~~the~~ related revenues.

Indiana Electric Integrated (CenterPoint Energy)

~~Energy Services~~

For information regarding factors that may affect the future results of operations of ~~our Energy Services business~~the Indiana Electric Integrated reportable segment, please read “Risk Factors — Risk Factors Associated with Our Consolidated Financial Condition,” “— Risk Factors Affecting ~~Our Natural Gas~~Electric Generation, Transmission and Distribution ~~and Energy Services~~ Businesses” and “— Other Risk Factors Affecting Our Businesses or ~~Our~~CenterPoint Energy’s Interests in Enable Midstream Partners, LP” in Item 1A of Part I of ~~our 2016~~the Registrants’ combined 2018 Form ~~10-K.~~10-K and in Item 1A of Part II of this Form 10-Q.

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



	Three Months Ended September 30, 2019		Nine Months Ended September 30, 2019 (1)
	(in millions, except throughput and customer data)
Revenues	$	165	$	388
Expenses:
Utility natural gas, fuel and purchased power	46		112
Operation and maintenance	42		136
Depreciation and amortization	25		66
Taxes other than income taxes	4		10
Total expenses	117		324
Operating Income	$	48	$	64
Throughput (in GWh):
Retail	1,416		3,277
Wholesale	139		291
Total	1,555		3,568
Number of metered customers at end of period:
Residential	128,381		128,381
Total	147,337		147,337


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

Three months ended September 30, 2019

The Indiana Electric Integrated reportable segment reported operating income of $48 million for the three months ended September 30, 2019. These results are not comparable to the prior year as this reportable segment was acquired in the Merger as discussed in Note 3 to the Interim Condensed Financial Statements.

Nine months ended September 30, 2019

The Indiana Electric Integrated reportable segment reported operating income of $64 million for the period ended September 30, 2019, which includes operation and maintenance expenses of $20 million for Merger-related severance and incentive compensation costs. These results are not comparable to the prior year as this reportable segment was acquired in the Merger as discussed in Note 3 to the Interim Condensed Financial Statements.

Natural Gas Distribution (CenterPoint Energy)

For information regarding factors that may affect the future results of operations of CenterPoint Energy’s Natural Gas Distribution reportable segment, please read “Risk Factors — Risk Factors Associated with Our Consolidated Financial Condition,” “— Risk Factors Affecting Natural Gas Distribution and Competitive Energy Services Businesses” and “— Other Risk Factors Affecting Our Businesses or CenterPoint Energy’s Interests in Enable Midstream Partners, LP” in Item 1A of Part I of the Registrants’ combined 2018 Form 10-K and in Item 1A of Part II of this Form 10-Q.

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



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
	(in millions, except throughput and customer data)
Revenues	$	524	$	410	$	2,583	$	2,058
Expenses:
Utility natural gas, fuel and purchased power	125		120		1,118		972
Operation and maintenance	221		183		767		592
Depreciation and amortization	108		73		308		210
Taxes other than income taxes	43		31		149		118
Total expenses	497		407		2,342		1,892
Operating Income	$	27	$	3	$	241	$	166
Throughput (in Bcf):
Residential	16		13		160		123
Commercial and industrial	88		53		326		208
Total Throughput	104		66		486		331
Number of customers at end of period:
Residential	4,194,232		3,205,916		4,194,232		3,205,916
Commercial and industrial	344,858		255,244		344,858		255,244
Total	4,539,090		3,461,160		4,539,090		3,461,160

Three months ended September 30, 2019 compared to three months ended September 30, 2018

CenterPoint Energy’s Natural Gas Distribution reportable segment reported operating income of $27 million for the three months ended September 30, 2019 compared to $3 million for the three months ended September 30, 2018.

Operating income increased $24 million primarily as a result of the following key factors:

lower operation and maintenance expenses of $12 million primarily driven by lower support services costs and lower labor and benefits costs in CERC’s NGD service territories;

rate increases of $9 million, exclusive of the TCJA impact discussed below, from rate filings in CERC’s NGD service territories;

a $7 million increase in operating income associated with the natural gas businesses acquired in the Merger, which includes the addition of over 1 million customers in Indiana and Ohio; and

a $3 million increase in revenues associated with customer growth from the addition of over 47,000 new customers in CERC’s NGD service territories.

These increases were partially offset by the following:

a $8 million decrease in revenues, primarily driven by the timing of a decoupling mechanism (a revenue stabilization mechanism used to adjust revenues impacted by changes in natural gas consumption, including usage and weather) in Minnesota in CERC’s NGD service territory; and

lower revenue of $2 million related to the impact of the TCJA in CERC’s NGD service territories.

Increased operation and maintenance expenses related to increased gross receipts taxes of $1 million were offset by corresponding increases in the related revenues in CERC’s service territories. Decreased operation and maintenance expenses related to energy efficiency programs of $2 million were offset by corresponding decreases in the related revenues in CERC’s NGD service territories.

Nine months ended September 30, 2019 compared to nine months ended September 30, ~~2017~~2018

CenterPoint Energy’s Natural Gas Distribution reportable segment reported operating income of $241 million for the nine months ended September 30, 2019 compared to $166 million for the nine months ended September 30, 2018.

Operating income increased $75 million primarily as a result of the following key factors:

rate increases of $30 million, exclusive of the TCJA impact discussed below, from rate filings in CERC’s NGD service territories;

a $29 million increase in operating income associated with the natural gas businesses acquired in the Merger for the period from February 1, 2019 through September 30, 2019, which includes operation and ~~2016:~~maintenance expenses of $44 million for Merger-related severance and incentive compensation costs, as well as the addition of over 1 million customers in Indiana and Ohio;

a $22 million increase in revenues for usage, partially driven by the timing of a decoupling mechanism discussed above in Minnesota in CERC’s NGD service territory; and

an $11 million increase in revenues associated with customer growth from the addition of over 47,000 new customers in CERC’s NGD service territories.

These increases were partially offset by the following:

lower revenue of $16 million related to the impact of the TCJA in CERC’s NGD service territories; and

increased depreciation and amortization expense of $7 million, primarily due to ongoing additions to plant-in-service, in CERC’s NGD service territories.

Increased operation and maintenance expenses related to increased gross receipts taxes of $2 million were offset by corresponding increases in the related revenues in CERC’s NGD service territories. Decreased operation and maintenance expenses related to energy efficiency programs of $13 million and rate case amortization of $1 million were offset by corresponding decreases in the related revenues in CERC’s NGD service territories.

Natural Gas Distribution (CERC)

For information regarding factors that may affect the future results of operations of CERC’s Natural Gas Distribution reportable segment, please read “Risk Factors — Risk Factors Associated with Our Consolidated Financial Condition,” “— Risk Factors Affecting Natural Gas Distribution and Competitive Energy Services Businesses” and “— Other Risk Factors Affecting Our Businesses or CenterPoint Energy’s Interests in Enable Midstream Partners, LP” in Item 1A of Part I of the Registrants’ combined 2018 Form 10-K and in Item 1A of Part II of this Form 10-Q.

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


	Three Months Ended September 30,					Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016			2017		2016			2019		2018		2019		2018
	(in millions, except throughput and customer data)										(in millions, except throughput and customer data)
Revenues	$	871	$	614		$	2,998	$	1,450		$	398	$	410	$	2,106	$	2,058
Expenses:													—
Natural gas	839		591			2,865		1,389
Utility natural gas											105		120		980		972
Operation and maintenance	22		16			65		43			169		183		579		592
Depreciation and amortization	3		1			9		5			71		73		216		210
Taxes other than income taxes	—		1			1		2			33		31		119		118
Total expenses	864		609			2,940		1,439			378		407		1,894		1,892
Operating Income	$	7	$	5		$	58	$	11		$	20	$	3	$	212	$	166

Timing impacts related to mark-to-market gain (loss) (1)	$	2	$	(2	)	$	23	$	(18	)

Throughput (in Bcf)	272		200			864		570

Number of customers at end of period (2)	30,817		31,669			30,817		31,669
Throughput (in Bcf):
Residential											12		13		125		123
Commercial and industrial											53		53		214		208
Total Throughput											65		66		339		331
Number of customers at end of period:
Residential											3,250,810		3,205,916		3,250,810		3,205,916
Commercial and industrial											257,655		255,244		257,655		255,244
Total											3,508,465		3,461,160		3,508,465		3,461,160

Three months ended September 30, 2019 compared to three months ended September 30, 2018

CERC’s Natural Gas Distribution reportable segment reported operating income of $20 million for the three months ended September 30, 2019 compared to $3 million for the three months ended September 30, 2018.

Operating income increased $17 million primarily as a result of the following key factors:

lower operation and maintenance expenses of $12 million primarily driven by lower support services costs and lower labor and benefits costs;

rate increases of $9 million, exclusive of the TCJA impact discussed below; and

a $3 million increase in revenues associated with customer growth from the addition of over 47,000 new customers.

These increases were partially offset by the following:

lower revenue of $2 million related to the impact of the TCJA.

Increased operation and maintenance expenses related to increased gross receipts taxes of $1 million were offset by corresponding increases in the related revenues. Decreased operation and maintenance expenses related to energy efficiency programs of $2 million were offset by corresponding decreases in the related revenues.

Nine months ended September 30, 2019 compared to nine months ended September 30, 2018

CERC’s Natural Gas Distribution reportable segment reported operating income of $212 million for the nine months ended September 30, 2019 compared to $166 million for the nine months ended September 30, 2018.

Operating income increased $46 million primarily as a result of the following key factors:

rate increases of $30 million, exclusive of the TCJA impact discussed below;

a $22 million increase in revenues for usage, partially driven by the timing of a decoupling mechanism in Minnesota discussed above; and

an $11 million increase in revenues associated with customer growth from the addition of over 47,000 new customers.

These increases were partially offset by the following:

lower revenue of $16 million related to the impact of the TCJA; and

increased depreciation and amortization expense of $7 million, primarily due to ongoing additions to plant-in-service.

Increased operation and maintenance expenses related to increased gross receipts taxes of $2 million were offset by corresponding increases in the related revenues. Decreased operation and maintenance expenses related to energy efficiency programs of $13 million and rate case amortization of $1 million were offset by corresponding decreases in the related revenues.

Energy Services (CenterPoint Energy and CERC)

For information regarding factors that may affect the future results of operations of the Energy Services reportable segment, please read “Risk Factors — Risk Factors Associated with Our Consolidated Financial Condition,” “— Risk Factors Affecting Natural Gas Distribution and Competitive Energy Services Businesses” and “— Other Risk Factors Affecting Our Businesses or CenterPoint Energy’s Interests in Enable Midstream Partners, LP” in Item 1A of Part I of the Registrants’ combined 2018 Form 10-K and in Item 1A of Part II of this Form 10-Q.

The following table provides summary data of the Energy Services reportable segment:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019		2018
	(in millions, except throughput and customer data)
Revenues	$	745		$	920		$	2,846	$	3,065
Expenses:
Non-utility cost of revenues, including natural gas	716			897			2,696		2,998
Operation and maintenance	23			28			73		74
Depreciation and amortization	4			4			12		12
Taxes other than income taxes	—			—			1		1
Total expenses	743			929			2,782		3,085
Operating Income (Loss)	$	2		$	(9	)	$	64	$	(20	)

Timing impacts related to mark-to-market gain (loss)	$	(2	)	$	1		$	47	$	(71	)
Throughput (in Bcf)	283			307			960		993
Approximate number of customers at end of period (1)	31,000			30,000			31,000		30,000


(1)	~~Includes the change in unrealized mark-to-market value and the impact from derivative assets and liabilities acquired through the purchase of Continuum and AEM.~~


~~(2)~~	Does not include approximately ~~66,100~~66,000 and 67,000 natural gas customers as of September 30, ~~2017~~2019 and 2018, respectively, that are under residential and small commercial choice programs invoiced by their host utility.

Three months ended September 30, ~~2017~~2019 compared to three months ended September 30, ~~2016~~2018

~~Our~~The Energy Services ~~business~~reportable segment reported operating income of $7$2 million for the three months ended September 30, ~~2017~~2019 compared to $5an operating loss of $9 million for the three months ended September 30, ~~2016. The~~2018.

Operating income increased $11 million primarily as a result of the following key factors:


•	a $10 million increase in margin due to fewer opportunities to optimize natural gas supply costs in the third quarter of 2018; and

a $4 million decrease in operation and maintenance expenses, primarily due to lower support services expenses.

These increases were partially offset by a $3 million decrease from mark-to-market accounting for derivatives associated with certain natural gas purchases and sales used to lock in economic margins.

Nine months ended September 30, 2019 compared to nine months ended September 30, 2018

The Energy Services reportable segment reported operating income of $2$64 million ~~was~~for the nine months ended September 30, 2019 compared to an operating loss of $20 million for the nine months ended September 30, 2018.

Operating income increased $84 million primarily ~~due to~~as a $4result of a $118 million increase from mark-to-market accounting for derivatives associated with certain natural gas purchases and sales used to lock in economic margins. ~~Operating~~This increase was partially offset by a $34 million decrease in margin due to fewer opportunities to optimize natural gas costs relative to last year, primarily in the first quarter of 2019. Specifically, weather-facilitated market impacts in various regions of the continental United States during the three months ended March 31, 2018 allowed Energy Services to increase its margins in the first quarter of 2018.

Infrastructure Services (CenterPoint Energy)

For information regarding factors that may affect the future results of operations of the Infrastructure Services reportable segment, please read “Risk Factors — Risk Factors Associated with Our Consolidated Financial Condition,” “— Risk Factors Affecting Natural Gas Distribution and Competitive Energy Services Businesses” and “— Other Risk Factors Affecting Our Businesses or CenterPoint Energy’s Interests in Enable Midstream Partners, LP” in Item 1A of Part I of the Registrants’ combined 2018 Form 10-K and in Item 1A of Part II of this Form 10-Q.

The following table provides summary data of the Infrastructure Services reportable segment:



	Three Months Ended September 30, 2019		Nine Months Ended September 30, 2019 (1)
	(in millions)
Revenues	$	377	$	849
Expenses:
Non-utility cost of revenues, including natural gas	96		228
Operation and maintenance	223		530
Depreciation and amortization	15		39
Taxes other than income taxes	1		2
Total expenses	335		799
Operating Income	$	42	$	50
Backlog at period end (2):
Blanket contracts (3)	$	637	$	637
Bid contracts (4)	301		301
Total	$	938	$	938


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


(2)	Backlog represents the amount of revenue Infrastructure Services expects to realize from work to be performed on uncompleted contracts in the next twelve months, including new contractual agreements on which work has not begun. Infrastructure Services operates primarily under two types of contracts, blanket contracts and bid contracts.

(3)

Using blanket contracts, customers are not contractually committed to specific volumes of services; however, Infrastructure Services expects to be chosen to perform work needed by a customer in a given time frame. These contracts are typically awarded on an annual or multi-year basis. For blanket work, backlog represents an estimate of the amount of revenue that Infrastructure Services expects to realize from work to be performed in the next twelve months on existing contracts or contracts management expects to be renewed or awarded.


(4)	Using bid contracts, customers are contractually committed to a specific service to be performed for a specific price, whether in total for a project or on a per unit basis.

Three months ended September 30, 2019

The Infrastructure Services reportable segment reported operating income of $42 million for the three months ended September 30, ~~2017 also included $2~~2019, which includes $6 million of ~~expenses related~~Merger-related amortization of intangibles for construction backlog recorded in non-utility cost of revenues, including natural gas, and $3 million of Merger-related intangibles amortization recorded in depreciation and amortization. These results are not comparable to the ~~acquisition and integration of AEM.~~prior year as this reportable segment was acquired in the Merger as discussed in Note 3 to the Interim Condensed Financial Statements.

Nine months ended September 30, ~~2017 compared to nine months ended September 30, 2016~~2019

~~Our Energy~~The Infrastructure Services ~~business~~reportable segment reported operating income of ~~$58~~$50 million for the nine months ended September 30, ~~2017 compared to $11~~2019, which includes $13 million for ~~the nine months ended September 30, 2016. The increase~~Merger-related severance and incentive compensation costs, $15 million of Merger-related amortization of intangibles for construction backlog recorded in ~~operating income~~non-utility cost of ~~$47 million was primarily due to a $41 million increase from mark-to-market accounting for derivatives associated with certain~~revenues, including natural gas, ~~purchases~~ and ~~sales used~~$10 million of Merger-related intangibles amortization recorded in depreciation and amortization. These results are not comparable to ~~lock in economic margins. Operating income~~the prior year as this reportable segment was acquired in the ~~first nine months of 2017 also included $3 million of expenses related~~Merger as discussed in Note 3 to the ~~acquisition and integration of AEM. The remaining increase in operating income was primarily due to the increased throughput related to the acquisition of AEM in 2017.~~Interim Condensed Financial Statements.

Midstream Investments (CenterPoint Energy)

For information regarding factors that may affect the future results of operations of ~~our~~the Midstream Investments ~~business~~reportable segment, please read “Risk Factors — Risk Factors Affecting ~~Our~~CenterPoint Energy’s Interests in Enable Midstream Partners, LP” and “— Other Risk Factors Affecting Our Businesses or ~~Our~~CenterPoint Energy’s Interests in Enable Midstream Partners, LP” in Item 1A of Part I of ~~our 2016~~the Registrants’ combined 2018 Form ~~10-K.~~10-K and in Item 1A of Part II of this Form 10-Q.

The following table provides pre-tax equity income of ~~our~~the Midstream Investments ~~business~~reportable segment:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
	(in millions)
Equity in earnings from Enable, net	$	77	$	81	$	213	$	208

Corporate and Other (CenterPoint Energy)

The following table shows the operating income (loss) of CenterPoint Energy’s Corporate and Other reportable segment:



	Three Months Ended September 30,					Nine Months Ended September 30,
	2019		2018			2019			2018
	(in millions)
Revenues	$	93	$	3		$	215		$	11
Expenses:
Non-utility cost of revenues, including natural gas	68		—			158			—
Operation and maintenance	2		(13		)	25			(14		)
Depreciation and amortization	16		9			44			24
Taxes other than income taxes	3		2			5			6
Total	89		(2		)	232			16
Operating Income (Loss)	$	4	$	5		$	(17	)	$	(5	)

Three months ended September 30, 2019 compared to three months ended September 30, 2018

CenterPoint Energy’s Corporate and Other reportable segment reported operating income of $4 million for the three months ended September 30, 2019 compared to operating income of $5 million for the three months ended September 30, 2018.

The operating income decreased $1 million due to a $9 million increase in operation and maintenance expenses primarily for Merger-related transaction and integration costs, which was offset by $8 million in operating income associated with ESG, which was acquired in the Merger, including Merger-related amortization of intangibles for operation and maintenance agreements and construction backlog recorded in non-utility cost of revenues, including natural gas of $2 million.

Nine months ended September 30, 2019 compared to nine months ended September 30, ~~2017~~2018

CenterPoint Energy’s Corporate and ~~2016:~~Other reportable segment reported an operating loss of $17 million for the nine months ended September 30, 2019 compared to an operating loss of $5 million for the nine months ended September 30, 2018.

The operating loss increased $12 million due to a $20 million increase in operation and maintenance expenses primarily for Merger-related transaction and integration costs, which was partially offset by:

a $5 million operating income associated with ESG, which was acquired in the Merger, for the period February 1, 2019 through September 30, 2019, including operation and maintenance expenses of $2 million for Merger-related severance and incentive compensation costs, Merger-related amortization of intangibles for operation and maintenance agreements and construction backlog recorded in non-utility cost of revenues, including natural gas of $4 million and Merger-related intangibles amortization recorded in depreciation and amortization of $1 million; and

a $3 million property tax refund.

Corporate and Other (CERC)

The following table shows the operating income (loss) of CERC’s Corporate and Other reportable segment:

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
(in millions)
Enable $ 68
$ 73
$ 199
$ 164



	Three Months Ended September 30,					Nine Months Ended September 30,
	2019		2018			2019		2018
	(in millions)
Revenues	$	3	$	—		$	4	$	—
Expenses	2		1			3		—
Operating Income (Loss)	$	1	$	(1	)	$	1	$	—

CERTAIN FACTORS AFFECTING FUTURE EARNINGS

For information on other developments, factors and trends that may have an impact on ~~our~~the Registrants’ future earnings, please read ~~“Risk Factors” in Item 1A~~“Management’s Discussion and Analysis of ~~Part I of our 2016 Form 10-K~~Financial Condition and ~~“Management’s Narrative Analysis of~~ Results of Operations — Certain Factors Affecting Future Earnings” in Item 7 of Part II and “Risk Factors” in Item 1A of ~~our 2016~~Part I of the Registrants’ combined 2018 Form 10-K, in Item 1A of Part II of this Form 10-Q and “Cautionary Statement Regarding Forward-Looking Information” in this Form 10-Q.

LIQUIDITY AND CAPITAL RESOURCES

Historical Cash Flows

The following table summarizes the net cash provided by (used in) operating, investing and financing activities:



	Nine Months Ended September 30,
	2019									2018
	CenterPoint Energy			Houston Electric			CERC			CenterPoint Energy			Houston Electric			CERC
	(in millions)
Cash provided by (used in):
Operating activities	$	1,086		$	595		$	513		$	1,679		$	788		$	850
Investing activities	(7,775		)	(1,504		)	(515		)	(674		)	(663		)	(359		)
Financing activities	2,708			786			(21		)	(970		)	(82		)	(502		)

Operating Activities. The following items contributed to increased (decreased) net cash provided by operating activities for the nine months ended September 30, 2019 compared to the same period of 2018:



	CenterPoint Energy			Houston Electric			CERC
	(in millions)
Changes in net income after adjusting for non-cash items	$	136		$	(217	)	$	154
Changes in working capital	(768		)	53			(311		)
Change in equity in earnings from Enable, net of distributions (1)	28			—			—
Changes related to discontinued operations	—			—			(176		)
Lower pension contribution	(27		)	—			—
Other	38			(29		)	(4		)
	$	(593	)	$	(193	)	$	(337	)


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

Investing Activities.The following items contributed to (increased) decreased net cash used in investing activities for the nine months ended September 30, 2019 compared to the same period of 2018:



	CenterPoint Energy			Houston Electric			CERC
	(in millions)
Proceeds from the sale of marketable securities in 2018	$	(398	)	$	—		$	—
2019 mergers and acquisitions, net of cash acquired (See Note 3 to the Interim Condensed Financial Statements)	(5,991		)	—			—
Higher capital expenditures	(701		)	(66		)	(135		)
Net change in notes receivable from affiliated companies	—			(772		)	27
Change in distributions from Enable in excess of cumulative earnings	(30		)	—			—
Changes related to discontinued operations	—			—			(47		)
Other	19			(3		)	(1		)
	$	(7,101	)	$	(841	)	$	(156	)

~~Our~~FinancingActivities. The following items contributed to (increased) decreased net cash used in financing activities for the nine months ended September 30, 2019 compared to the same period of 2018:



	CenterPoint Energy			Houston Electric			CERC
	(in millions)
Net changes in commercial paper outstanding	$	3,135		$	—		$	900
Decreased proceeds from issuances of preferred stock	(790		)	—			—
Net changes in long-term debt outstanding, excluding commercial paper	1,062			276			(599		)
Net changes in debt issuance costs	17			(4		)	5
Net changes in short-term borrowings	39			—			39
Distributions to ZENS note holders in 2018	398			—			—
Increased payment of Common Stock dividends	(73		)	—			—
Increased payment of preferred stock dividends	(101		)	—			—
Net change in notes payable from affiliated companies	—			(16		)	570
Contribution from parent	—			590			(600		)
Dividend to parent	—			23			167
Other	(9		)	(1		)	(1		)
	$	3,678		$	868		$	481

Future Sources and Uses of Cash

The liquidity and capital requirements of the Registrants are affected primarily by ~~our~~ results of operations, capital expenditures, debt service requirements, tax payments, working capital needs and various regulatory actions. ~~Our capital~~Capital expenditures are expected to be used for investment in ~~infrastructure for our natural gas distribution operations.~~infrastructure. These capital expenditures are anticipated to maintain reliability and safety, ~~as well as~~increase resiliency and expand our systems through value-added projects. ~~Our~~In addition to dividend payments on CenterPoint Energy’s Series B Preferred Stock and Common Stock, and in addition to interest payments on debt, the Registrants’ principal anticipated cash requirements for the remaining three months of ~~2017~~2019 include ~~approximately $153 million of capital expenditures, $250 million of maturing senior notes~~the following:



	CenterPoint Energy		Houston Electric		CERC
	(in millions)
Estimated capital expenditures	$	704	$	307	$	221
Scheduled principal payments on Securitization Bonds	69		69		—

For an update on CenterPoint Energy’s contractual obligations following the Merger, see Notes 12, 14 and ~~restoration costs related~~19 to ~~Hurricane Harvey.~~the Interim Condensed Financial Statements.

WeThe Registrants expect that borrowings under our credit facility, proceeds from commercial paper, anticipated cash flows from operations, intercompany borrowings and distributions on our investment in common units from Enable will be sufficient to meet our anticipated cash needs for the remaining three months of ~~2017.~~2019 will be met with borrowings under their credit facilities, bank loans, proceeds from the issuance of long-term debt, anticipated cash flows from operations, with respect to CenterPoint Energy and CERC, proceeds from commercial paper and with respect to CenterPoint Energy, distributions from Enable. Discretionary financing or refinancing may result in the issuance of equity securities of CenterPoint Energy or debt securities of the Registrants in the capital markets or the arrangement of additional credit ~~facilities.~~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 ~~to us~~ on acceptable terms.

Off-Balance Sheet Arrangements

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

Regulatory Matters

~~PHMSA Matters~~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, excluding a rider to refund approximately $40 million annually over three years discussed below. This rate filing is based on a rate base of $6.4 billion, a 50% debt, 50% equity capital structure, and a 10.4% ROE. Houston Electric last filed for a base rate increase on June 30, 2010, with a test year ending December 31, 2009. Houston Electric also requested a prudency determination on all capital investments made since January 1, 2010, the establishment of a rider to refund over three years to its customers approximately $119 million of unprotected EDIT resulting from the TCJA, updated depreciation rates and approval to clarify and update various non-rate tariff provisions. Recovery of all reasonable and necessary rate case expenses for this case and certain prior rate case proceedings were severed into a separate proceeding. A hearing was held June 24–28, 2019.

On September 16, 2019, the ALJs issued a PFD recommending a revenue increase of approximately $2.6 million based on a 55% debt, 45% equity capital structure, a 9.42% ROE, rate base reductions of approximately $350 million, operation and maintenance expense disallowances and certain “ring-fencing” measures. If the PFD were approved in its entirety, it would result, among other things, in a one-time refund obligation of capital previously recovered through Houston Electric’s TCOS and DCRF mechanisms, and a pre-tax write-off of approximately $120 million for rate base disallowance of assets recorded in CenterPoint Energy’s and Houston Electric’s Condensed Consolidated Balance Sheets as of September 30, 2019. The amount of any refunds for previously recovered capital would be determined in a separate proceeding with the PUCT. Furthermore, the PFD recommends a separate proceeding with the PUCT to determine the amount, if any, of $158 million EDIT on Houston Electric’s securitized assets to be provided to customers. Parties filed exceptions and replies to exceptions in October 2019.

A summary of the PFD impacts are as follows, assuming the issues identified in the PFD as noted in Houston Electric’s exceptions to the PFD filing with the PUCT are adjusted:



	(in millions)
Operating income impact from Houston Electric's request	$	111
PFD proposed reductions:
ROE and equity ratio	(62		)
Rate base disallowances	(25		)
Operations and maintenance expenses	(39		)
Weather normalization	(12		)
Operating income impact from PFD	$	(27	)

Total operating income change from request to PFD	$	(138	)

CenterPoint Energy and Houston Electric records pre-tax expense for disallowed capital investments and customer refund obligations when the amounts are deemed both probable and estimable.

Brazos Valley Connection Project (CenterPoint Energy and Houston Electric)

Houston Electric completed construction on and energized the Brazos Valley Connection in March 2018, ahead of the original June 1, 2018 energization date. The final capital costs of the project reported to the PUCT in December 2018 were $281 million, which was within the estimated range of approximately $270-$310 million in the PUCT’s original order. Houston Electric applied for interim recovery of project costs incurred through July 31, 2018, which were not already included in rates in a filing with the PUCT in September 2018 and received approval for interim recovery in November 2018. Final approval by the PUCT of the project costs is expected to occur in Houston Electric’s pending base rate case discussed above.

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 Bailey to Jones Creek

Project. On December ~~14, 2016, PHMSA announced~~12, 2017, Houston Electric received approval from ERCOT. In September 2018, Houston Electric filed a certificate of convenience and necessity application with the PUCT that included capital cost estimates for the project that ranged from approximately $482-$695 million, which were higher than the initial cost estimates. The revised project cost estimates include additional costs associated with the routing of the line to mitigate environmental and other land use impacts and structure design to address soil and coastal wind conditions. The actual capital costs of the project will depend on those factors as well as other factors, including land acquisition costs, construction costs and the ultimate route approved by the PUCT. On the request of the PUCT, ERCOT intervened in the proceeding and performed a re-evaluation of the cost-effectiveness of the proposed project. Based on that re-evaluation, ERCOT reaffirmed the recommended transmission option for the project. An unopposed settlement agreement was filed on August 15, 2019, under which Houston Electric would construct the project at an ~~interim~~estimated cost of approximately $483 million. Houston Electric anticipates that the PUCT will issue a final ~~rule~~decision on the certificate of convenience and necessity application in the fourth quarter of 2019.

Indiana Electric Generation Project (CenterPoint Energy)

Indiana Electric must make substantial investments in its generation resources in the near term to impose industry-developed recommendations as enforceable safety standards for downhole (underground) equipment, including wells, wellbore tubing, and casing, at both interstate and intrastate undergroundcomply with environmental regulations. On February 20, 2018, Indiana Electric filed a petition seeking authorization from the IURC to construct a new 700-850 MW natural gas ~~storage facilities. Both CERC~~combined cycle generating facility to replace the baseload capacity of its existing generation fleet at an approximate cost of $900 million, which includes 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 ~~Enable own~~CCR rules. The F.B. Culley investments, estimated to be approximately $95 million, began in 2019 and ~~operate underground storage facilities that are subject~~will allow the F.B. Culley Unit 3 generating facility to ~~this rule’s provisions, which include procedures~~comply with environmental requirements and practices for operations, maintenance, threat identification, monitoring, assessment, site security, emergency response and preparedness, training and recordkeeping. This rule went into effect on January 18, 2017, with an announced compliance deadline of January 18, 2018. PHMSA determined, however, that it will not issue enforcement citationscontinue to ~~any operators for violations of provisions~~provide generating capacity to Indiana Electric’s customers. Under Indiana Senate Bill 251, Indiana Electric sought authority to recover 80% of the ~~interim final rule that had previously been non-mandatory provisions~~approved costs, including a return, using a tracking mechanism, with the remaining 20% of ~~American Petroleum Institute Recommended Practices 1170~~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 will conduct a new IRP, expected to be completed in mid-2020, to identify an appropriate investment of capital in its generation fleet to satisfy the needs of its customers and ~~1171 until one year after PHMSA issues~~comply with environmental regulations.

Indiana Electric Solar Project (CenterPoint Energy)

On February 20, 2018, Indiana Electric announced it was finalizing details to install an additional 50 MW of universal solar energy, consistent with its IRP, with a ~~final rule, which it expects~~petition seeking authority to ~~publish~~recover costs associated with the project pursuant to Indiana Senate Bill 29. Indiana Electric filed a settlement agreement with the intervening parties whereby the energy produced by the solar farm would be set at a fixed market rate over the life of the investment and recovered within Indiana Electric’s CECA mechanism. On March 20, 2019, the IURC approved the settlement. Indiana Electric reached an agreement with the other settling parties to amend the settlement agreement to ensure the project would not cause negative tax consequences. The amendment must be approved by the IURC. Indiana Electric has filed the amended settlement agreement with the IURC and a hearing is scheduled to be held in January of 2018. On October 19, 2017, PHMSA formally reopened the comment period on the interim final rule in response to a petition for reconsideration. This matter remains ongoing and subject to future PHMSA determinations. CERC and Enable will continue to monitor developments and assess the potential impact of any modifications to this rule.2020.

Rate Change Applications

WeThe 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. ~~We are~~In addition, Houston Electric is periodically involved in proceedings to adjust ~~our~~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), ~~our~~its cost of service adjustments in Arkansas, Louisiana, Mississippi and Oklahoma (FRP, RSP, RRA and ~~PBRC)~~PBRC, respectively), ~~our~~its decoupling mechanism in Minnesota, and ~~our~~its energy efficiency cost trackers in Arkansas, Minnesota, Mississippi and Oklahoma (EECR, CIP, EECR and ~~EECR)~~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 ~~our 2016~~the Registrants’ combined 2018 Form 10-K was filed with the SEC.

Mechanism

Annual Increase (Decrease) (1)

(in millions)

Filing

Date

Effective Date

Approval Date

Additional Information

CenterPoint Energy and Houston Electric (PUCT)

Rate Case (1)

$155

April

2019

TBD

See discussion above under Houston Electric Base Rate Case.

EECRF

May

2019

March

2020

October 2019

The PUCT issued a final order in October 2019 approving recovery of 2020 EECRF of $35 million, including a $7 million performance bonus.

CenterPoint Energy and CERC - Beaumont/East Texas, South Texas, Houston and ~~Beaumont/East~~ Texas Coast (Railroad Commission)

GRIP

~~$7.6~~20

March ~~2017~~

2019

July

~~2017~~2019

June

~~2017~~2019

Based on net change in invested capital of ~~$46.5~~$123 million.

CenterPoint Energy and CERC - Houston and Texas Coast (Railroad Commission)

~~Rate Case~~Administrative 104.111

~~16.5~~

~~November 2016~~

~~May~~

~~2017~~

~~May~~

~~2017~~

~~The Railroad Commission approved~~ n/a ~~unanimous settlement agreement establishing parameters for future GRIP filings, including a 9.6% ROE on a 55.15% equity ratio.~~

~~Texarkana, Texas Service Area (Multiple City Jurisdictions)~~

~~Rate Case~~

~~1.1~~

~~July~~

~~2017~~

~~September~~

~~2017~~

August ~~2017~~2019

~~Approved rates are consistent with Arkansas rates approved in 2016.~~

~~Arkansas (APSC)~~

~~EECR (2)~~TBD

~~0.5~~TBD

~~May~~

~~2017~~

~~January 2018~~

~~September 2017~~

~~Recovers $11.0~~On August 1, 2019, and subsequent supplemental filings in August and October 2019, Houston and Texas Coast proposed a rider to refund over three years to its Houston and Texas Coast customers combined, approximately $18 million ~~including an incentive~~ of ~~$0.5 million based on 2016 program performance.~~unprotected EDIT related to the TCJA.

CenterPoint Energy and CERC - Arkansas (APSC)

FRP

~~7.6~~7

April
~~2017~~

2019

October
~~2017~~ 2019

~~September 2017~~August 2019

Based on ROE of 9.5% as approved in the last rate case. ~~Unanimous Settlement Agreement was filed~~On August 23, 2019, the APSC approved a unanimous comprehensive settlement that results in ~~July 2017 for $7.6~~an FRP revenue increase of $7 million and ~~was subsequently approved.~~includes additional non-monetary items.

~~BDA~~CenterPoint Energy and CERC - Louisiana (LPSC)

~~3.9~~

~~March~~

~~2017~~RSP(1)

~~June~~

~~2017~~

~~June~~

~~2017~~

September 2019

~~For the evaluation period between January 2016 and August 2016. Amounts are recorded during the evaluation period.~~December 2019

TBD

Based on ROE of 9.95%.

CenterPoint Energy and CERC - Minnesota (MPUC)

~~Rate Case~~CIP Financial Incentive

~~56.5~~11

~~August~~

May

2019

October 2019

September 2019

CIP Financial Incentive based on 2018 activity.

Decoupling

n/a

September 2019

TBD

Represents over-recovery of $21 million recorded for and during the period July 1, 2018 through June 30, 2019, partially offset by over-refund of $2 million related to the period July 1, 2017 through June 30, 2018.

Rate Case (1)

October 2019

TBD

Reflects a proposed ~~10.0%~~10.15% ROE on a ~~52.18%~~51.39% equity ratio. ~~Includes a proposal to extend decoupling beyond current expiration date of June 2018.~~ Interim rates reflecting an annual increase of ~~$47.8~~$53 million ~~were~~requested to be effective ~~October~~January 1, ~~2017.~~2020.

~~CIP (2)~~CenterPoint Energy and CERC - Mississippi (MPSC)

~~13.8~~

~~May~~

~~2017~~RRA (1)

~~August 2017~~2

~~August 2017~~

~~Annual reconciliation filing for program year 2016 and includes performance bonus of $13.8 million.~~

~~Decoupling~~

~~20.4~~

~~September 2017~~

~~September 2017~~May
2019

TBD

Reflects revenue under recovery for the period July 1, 2016 through June 30, 2017 and $3.0 million related to the under recovery of prior period adjustment factor. $9.2 million was recognized in 2016 and $11.2 million has been recognized in 2017.

~~Mississippi (MPSC)~~

~~RRA~~

~~2.3~~

~~May~~

~~2017~~

~~July~~

~~2017~~

~~July~~

~~2017~~

~~Authorized ROE of 9.59% and a capital structure of 50% debt and 50% equity.~~

~~Louisiana (LPSC)~~

~~RSP~~

~~1.0~~

~~September 2016~~

~~December 2016~~

~~April~~

~~2017~~

~~Authorized ROE of 9.95% and a capital structure of 48% debt and 52% equity.~~

~~RSP~~

~~3.4~~

~~September 2017~~

~~December 2017~~

TBD

~~Authorized~~Based on ROE of ~~9.95% and a capital structure of 48% debt and 52% equity.~~9.26%.

CenterPoint Energy and CERC - Oklahoma (OCC)

~~EECR (2)~~

~~0.4~~

~~March 2017~~

~~November 2017~~

~~October 2017~~

~~Recovers $2.6 million, including an incentive of $0.4 million based on 2016 program performance.~~

PBRC

~~2.2~~2

March

~~2017~~2019

~~November 2017~~September 2019

~~October 2017~~August 2019

Based on ROE of 10%. On July 26, 2019, the ALJ recommended that the OCC approve an increase of $2 million. On August 29, 2019, the OCC approved the ALJ-recommended revenue increase of $2 million.

CenterPoint Energy - Indiana South - Gas (IURC)

CSIA

October

2018

January

2019

January

2019

Requested an increase of $16 million to rate base, which reflects a $3 million annual increase in current revenues. 80% of revenue requirement is included in requested rate increase and 20% is deferred until next rate case. The mechanism also includes refunds associated with the TCJA, resulting in a change of $(1) million, and a change in the total (over)/under-recovery variance of $(3) million annually.

CSIA

April

2019

July

2019

July

2019

Requested an increase of $22 million to rate base, which reflects a $5 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 $3 million annually.

CSIA (1)

October 2019

January 2020

TBD

Requested an increase of $18 million to rate base, which reflects a $3 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 $(0.2) million annually.



Mechanism	Annual Increase (Decrease) (1) (in millions)	Filing Date	Effective Date	Approval Date	Additional Information
CenterPoint Energy - Indiana North - Gas (IURC)
CSIA	3	October 2018	January 2019	January 2019	Requested an increase of $54 million to rate base, which reflects a $3 million annual increase in current revenues. 80% of revenue requirement is included in requested rate increase and 20% is deferred until next rate case. The mechanism also includes refunds associated with the TCJA, resulting in a change of $(11) million, and a change in the total (over)/under-recovery variance of $(19) million annually.
CSIA	12	April 2019	July 2019	July 2019	Requested an increase of $58 million to rate base, which reflects a $12 million annual increase in current revenues. 80% of revenue requirement is included in requested rate increase and 20% is deferred until next rate case. The mechanism also includes refunds associated with the TCJA, resulting in no change to the previous credit provided, and a change in the total (over)/under-recovery variance of $14 million annually.
CSIA (1)	4	October 2019	January 2020	TBD	Requested an increase of $29 million to rate base, which reflects a $4 million annual increase in current revenues. 80% of revenue requirement is included in requested rate increase and 20% is deferred until next rate case. The mechanism also includes 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 $(7) million annually.
CenterPoint Energy - Ohio (PUCO)
DRR	11	May 2019	September 2019	August 2019	Requested an increase of $78 million to rate base for investments made in 2018, which reflects a $11 million annual increase in current revenues. A change in (over)/under-recovery variance of $(3) million annually is also included in rates. All pre-2018 investments are included in rate case request.
Rate Case	23	March 2018	September 2019	August 2019	Settlement agreement approved by PUCO Order that provides for a $23 million annual increase in current revenues. Order based upon $622 million of total rate base, a 7.48% overall rate of return, and extension of conservation and DRR programs.
TSCR (1)	(18)	January 2019	TBD	TBD	Application to flow back to customers certain benefits from the TCJA. Initial impact reflects credits for 2018 of $(10) million and 2019 of $(8) million, with mechanism to begin subsequent to new base rates. Order is expected in the fourth quarter of 2019 or early 2020.
CenterPoint Energy - Indiana Electric (IURC)
TDSIC	3	February 2019	May 2019	May 2019	Requested an increase of $24 million to rate base, which reflects a $3 million annual increase in current revenues. 80% of revenue requirement is included in requested rate increase and 20% is deferred until next rate case. The mechanism also includes refunds associated with the TCJA, resulting in a change of $5 million, and a change in the total (over)/under-recovery variance of $5 million annually.
TDSIC (1)	4	August 2019	November 2019	TBD	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 next rate case. The mechanism also includes a change in (over)/under-recovery variance of $4 million annually.
ECA - MATS	13	February 2018	January 2019	April 2019	Requested an increase of $58 million to rate base, which reflects a $13 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 includes recovery of prior accounting deferrals associated with investments (depreciation, carrying costs, operating expenses).
CECA	2	February 2019	June 2019	May 2019	Requested an increase of $13 million to rate base related to solar pilot investments, which reflects a $2 million annual increase in current revenues. Additional solar investment to supply 50 MW of solar capacity is approved and will be included for recovery once completed in 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.


~~(2)~~	~~Amounts are recorded when approved.~~

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, Houston Electric is proposing to continue returning other benefits of the TCJA through a separate rider that will return approximately $119 million to customers over the next three years. The TCJA is also expected to continue to return benefits to customers through Houston Electric’s base rates by approximately $73 million per year.

CenterPoint Energy’s electric and natural gas utilities in Indiana and Ohio, which were acquired during the Merger, 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 gas customers. In Ohio, the initial rate reduction to current rates and charges became effective upon conclusion of its pending base rate case on August 28, 2019. In January 2019, an application was filed with 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. CenterPoint Energy expects this proceeding to be approved in the fourth quarter of 2019 or early 2020.

ELG (CenterPoint Energy)

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

On April 13, 2017, as part of the U.S. President’s Administration’s regulatory reform initiative, which is focused on the number and nature of regulations, the EPA granted petitions to reconsider the ELG rule, and indicated it would stay the current implementation deadlines in the rule during the pendency of the reconsideration. On September 13, 2017, the EPA finalized a rule postponing certain interim compliance dates by two years, but did not postpone the final compliance deadline of December 31, 2023. In April 2018, the EPA published an effluent guidelines program plan that anticipated a December 2019 rule revising the effluent limitations and pre-treatment standards for existing sources in the 2015 rule. On April 12, 2019, the U.S. Court of Appeals for the Fifth Circuit vacated and remanded portions of the ELG rule that selected impoundment as the best available technology for legacy wastewater and leachate. It is not clear what revisions to the ELG rule the EPA will implement, or what effect those revisions may have. As Indiana Electric does not currently have short-term ELG implementation deadlines in its recently renewed wastewater discharge permits, it does not anticipate immediate impacts from the EPA’s two-year extension of preliminary implementation deadlines due to the longer compliance time frames granted by IDEM and will continue to work with IDEM to evaluate further implementation plans. On November 4, 2019, the EPA released a pre-publication copy of proposed revisions to the CCR and ELG rules. CenterPoint Energy will evaluate the proposals to determine potential impacts to current compliance plans for its A.B. Brown and F.B. Culley generating stations.

CPP and ACE Rule (CenterPoint Energy)

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

Impact of Legislative Actions & Other Initiatives (CenterPoint Energy)

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

FERC Revised Policy Statement (CenterPoint Energy and CERC)

The regulation of midstream energy infrastructure assets has a significant impact on Enable’s business. For example, Enable’s interstate natural gas transportation and storage assets are subject to regulation by the FERC under the Natural Gas Act. In March 2018, the FERC announced a Revised Policy Statement stating that it would no longer allow pipelines organized as a master limited partnership to recover an income tax allowance in their cost-of-service rates. In July 2018, the FERC issued new regulations which required all FERC-regulated natural gas pipelines to make a one-time Form No. 501-G filing providing certain financial information. In October 2018, Enable Gas Transmission, LLC filed its Form No. 501-G and filed a statement that it intended to take no other action. On March 8, 2019, the FERC terminated the 501-G proceeding and required no other action. MRT did not file a FERC Form No. 501-G because it had filed a general rate case in June 2018. In July 2018, the FERC issued an order accepting MRT’s proposed rate increases subject to refund upon a final determination of MRT’s rates and ordering MRT to refile its rate case to reflect the elimination of an income tax allowance in its cost-of-service rates. On August 30, 2018, MRT submitted a supplemental filing to comply with the FERC’s order. MRT has appealed the FERC’s order to eliminate the income tax allowance in its cost-of-service rates. The FERC set MRT’s re-filed rate case for hearing. The procedural schedule has been suspended to afford MRT time to file a settlement. If a settlement is not filed or all of the participants do not agree to a settlement, then the proceeding may advance to hearing.

Other Matters

Credit ~~Facility~~Facilities

~~Our~~The Registrants may draw on their respective revolving credit ~~facility may be drawn on~~facilities from time to time to provide funds used for general corporate and limited liability company purposes, including to backstop ~~our~~CenterPoint Energy’s and CERC’s commercial paper ~~program.~~programs. The facilities may also be utilized to obtain letters of credit. For further details related to ~~our~~the Registrants’ revolving credit ~~facility and the 2017 amendment,~~facilities, please see Note 1112 to ~~our~~the Interim Condensed Financial Statements.

Based on the consolidated debt to capitalization covenant in the Registrants’ revolving credit facilities, the Registrants would have been permitted to utilize the full capacity of such revolving credit facilities, which aggregated approximately $5.1 billion as of September 30, 2019. As of October ~~26, 2017, we~~25, 2019, the Registrants had the following revolving credit ~~facility~~facilities and utilization of such ~~facility:~~facilities:

Execution Date
Size of
Facility

Amount
Utilized at
October 26, 2017
Termination Date
(in millions)
March 3, 2016 $ 900
$ 561
(1) March 3, 2022



			Amount Utilized as of October 25, 2019
Registrant	Size of Facility		Loans		Letters of Credit		Commercial Paper		Weighted Average Interest Rate	Termination Date
	(in millions)
CenterPoint Energy	$	3,300	$	—	$	6	$	1,412	2.14%	March 3, 2022
CenterPoint Energy (1)	400		—		—		282		2.08%	July 14, 2022
CenterPoint Energy (2)	200		—		—		—		—%	July 14, 2022
Houston Electric	300		—		—		—		—%	March 3, 2022
CERC	900		—		1		320		2.08%	March 3, 2022
Total	$	5,100	$	—	$	7	$	2,014

~~(1) Represents outstanding commercial paper.~~


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


(2)	The credit facility was issued by VCC and is guaranteed by Vectren.

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

Long-term Debt ~~Financing Transactions~~

~~In August 2017, we issued $300 million aggregate principal amount of unsecured senior notes.~~ For ~~further~~detailed information about ~~our 2017~~the Registrants’ debt transactions in 2019, see Note 1112 to ~~our~~the Interim Condensed Financial Statements.

Securities Registered with the SEC

On January 31, 2017, wethe Registrants filed a joint shelf registration statement with the SEC, as amended on September 24, 2018, 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 ~~principal amount~~number of ~~our senior debt securities.~~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 January 31, 2020. For information related to the Registrants’ debt securities issuances to date in 2019, see Note 12 to the Interim Condensed Financial Statements.

Temporary Investments

As of October ~~26, 2017, we~~25, 2019, the Registrants had no temporary ~~external~~ investments.

Money ~~Pool~~Pools

WeThe Registrants participate in a money ~~pool~~pools through which wethey and certain of ~~our affiliates~~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 byunder CenterPoint ~~Energy under its~~Energy’s revolving credit facility or the sale byof CenterPoint ~~Energy of its~~Energy’s commercial paper. AsThe net funding requirements of ~~October 26, 2017, we had no~~the CERC money pool are expected to be met with borrowings ~~from~~under CERC’s revolving credit facility or ~~investments in~~ the ~~money pool.~~sale of CERC’s commercial paper. The money ~~pool~~pools may not provide sufficient funds to meet ~~our~~the Registrants’ cash needs.

The table below summarizes CenterPoint Energy money pool activity by Registrant as of October 25, 2019:



	Weighted Average Interest Rate	Houston Electric		CERC
		(in millions)
Money pool investments	2.17%	$	789	$	—

Impact on Liquidity of a Downgrade in Credit Ratings

The interest on borrowings under ~~our~~the credit ~~facility~~facilities is based on ~~our~~each respective borrower’s credit ~~rating.~~ratings. On ~~August 4, 2017, S&P~~October 25, 2019, Moody’s downgraded VUHI’s and Indiana Gas’ senior unsecured debt rating to A3 from A2 and SIGECO’s senior secured debt rating to A1 from Aa3. The outlooks of VUHI, Indiana Gas and SIGECO were revised ~~its rating outlook on our senior debt~~ to ~~positive~~stable from ~~developing and affirmed its rating. On September 24, 2017, Fitch revised its rating outlook on our senior debt to positive from stable and affirmed its rating.~~

negative. As of October ~~26, 2017,~~25, 2019, Moody’s, S&P and Fitch had assigned the following credit ratings to ~~our senior unsecured debt:~~the borrowers:

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

A-BBB

Stable

BBB

Stable

CenterPoint Energy

Vectren Corp. Issuer Rating

n/a

BBB+

Stable

n/a

CenterPoint Energy

VUHI Senior Unsecured Debt

Stable

BBB+

Stable

n/a

CenterPoint Energy

Indiana Gas Senior Unsecured Debt

Stable

BBB+

Stable

n/a

CenterPoint Energy

SIGECO Senior Secured Debt

Stable

n/a

Houston Electric

Houston Electric Senior Secured Debt

Negative

Stable

A+

Stable

CERC

CERC Corp. Senior Unsecured Debt

Baa1

Positive

~~BBB~~BBB+

~~Positive~~Stable

BBB+

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 ~~rating~~ 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.

WeThe 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. WeThe Registrants note that these credit ratings are included for informational purposes and are not recommendations to buy, sell or hold ~~our~~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 ~~our~~the Registrants’ credit ratings could have a material adverse impact on ~~our~~the Registrants’ ability to obtain short- and long-term financing, the cost of such financings and the execution of ~~our~~the Registrants’ commercial strategies.

A decline in credit ratings could increase borrowing costs under ~~our~~the Registrants’ revolving credit ~~facility.~~facilities. If ~~our~~the Registrants’ credit ratings had been downgraded one notch by ~~each of the three principal credit rating agencies~~S&P and Moody’s from the ratings that existed as of September 30, ~~2017,~~2019, the impact on the borrowing costs under ~~our~~the five revolving credit ~~facility~~facilities would have been immaterial. A decline in credit ratings would also increase the interest rate on long-term debt to be issued in the capital markets and could negatively impact ~~our~~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 ~~our~~CenterPoint Energy’s and CERC’s Natural Gas Distribution and Energy Services ~~business~~reportable segments.

CES, ~~our wholly-owned subsidiary~~ operating in ~~our~~the Energy Services ~~business~~reportable segment, provides natural gas sales and services primarily to commercial and industrial customers and electric and natural gas utilities throughout the United States. To economically hedge its exposure to natural gas prices, CES uses derivatives with provisions standard for the industry, including those pertaining to credit thresholds. Typically, the credit threshold negotiated with each counterparty defines the amount of unsecured credit that such counterparty will extend to CES. To the extent that the credit exposure that a counterparty has to CES at a particular time does not exceed that credit threshold, CES is not obligated to provide collateral. Mark-to-market exposure in excess of the credit threshold is routinely collateralized ~~or settled-to-market~~ by CES. Similarly, mark-to-market exposure offsetting and exceeding the credit threshold may cause the counterparty to provide collateral to CES. As of September 30, ~~2017,~~2019, the ~~amounts~~amount posted by CES as collateral ~~and settled-to-market~~ aggregated approximately ~~$35~~$69 million. Should the credit ratings of CERC Corp. (as the credit support provider for CES) fall below certain levels, CES would be required to provide additional collateral up to the amount of its previously unsecured credit limit. WeCenterPoint Energy and CERC estimate that as of September 30, ~~2017,~~2019, unsecured credit limits extended to CES by counterparties aggregated ~~$358~~$467 million, and ~~$1 million~~none of such amount was utilized.

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 ~~Corp.~~ might need to provide cash or other collateral of as much as ~~$197~~$165 million as of September 30, ~~2017.~~2019. The amount of collateral will depend on seasonal variations in transportation levels.

ZENS and Securities Related to ZENS (CenterPoint Energy)

If CenterPoint Energy’s creditworthiness were to drop such that ZENS holders thought its liquidity was adversely affected or the market for the ZENS were to become illiquid, some ZENS holders might decide to exchange their ZENS for cash. Funds for the payment of cash upon exchange could be obtained from the sale of the shares of ZENS-Related Securities that CenterPoint Energy owns or from other sources. CenterPoint Energy owns shares of ZENS-Related Securities equal to approximately 100% of the reference shares used to calculate its obligation to the holders of the ZENS. ZENS exchanges result in a cash outflow because tax deferrals related to the ZENS and shares of ZENS-Related Securities would typically cease when ZENS are exchanged or otherwise retired and shares of ZENS-Related Securities are sold. The ultimate tax liability related to the ZENS continues to increase by the amount of the tax benefit realized each year, and there could be a significant cash outflow when the taxes are paid as a result of the retirement or exchange of the ZENS. If all ZENS had been exchanged for cash on September 30, 2019, deferred taxes of approximately $432 million would have been payable in 2019. If all the ZENS-Related Securities had been sold on September 30, 2019, capital gains taxes of approximately $133 million would have been payable in 2019 based on 2019 tax rates in effect. For additional information about ZENS, see Note 11 to the Interim Condensed Financial Statements.

Cross Defaults

Under each of CenterPoint Energy’s, Houston Electric’s and CERC’s respective revolving credit ~~facility,~~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 usthe borrower or any of their respective significant subsidiaries will cause a ~~default.~~default under such borrower’s respective credit

facility or term loan agreement. A default by CenterPoint Energy would not trigger a default under ~~our~~its subsidiaries’ debt instruments or revolving credit ~~facility.~~facilities.

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

Possible Acquisitions, Divestitures and Joint Ventures

From time to time, wethe 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. WeThe 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 usthe 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.

~~In February 2016,~~ CenterPoint Energy ~~announced~~previously disclosed that it was evaluating strategic alternatives for our investment in Enable, including a sale or spin-off qualifying under Section 355 of the U.S. Internal Revenue Code. CenterPoint Energy has determined that it will no longer pursue the spin option. Should the sale option not be viable, we intend tomay reduce ~~our~~its ownership in Enable over time through ~~a sale of the common units we hold~~sales in the public equity markets, or otherwise, of the Enable common units it holds, subject to market conditions. ~~There can be~~CenterPoint Energy has no ~~assurances that these evaluations will result in~~intention to reduce its ownership of Enable common units and currently plans to hold such Enable common units and to utilize any ~~specific action, and we do not intend~~cash distributions received on such Enable common units to ~~disclose further developments on these initiatives unless and until~~finance a portion of CenterPoint Energy’s ~~board~~capital expenditure program. CenterPoint Energy may consider or alter its plans or proposals in respect of ~~directors approves a specific action or as otherwise required.~~any such plans in the future.

Enable Midstream Partners (CenterPoint Energy and CERC)

~~We receive~~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 Condensed Statements of Consolidated Income for the periods presented. For further information, see Note 9 to the Interim Condensed Financial Statements.

CenterPoint Energy receives quarterly cash distributions from Enable on its common units ~~we own.~~and Enable Series A Preferred Units. A reduction in the cash distributions ~~we receive~~CenterPoint Energy receives from Enable could significantly impact ~~our~~CenterPoint Energy’s liquidity. For additional information about cash distributions from Enable, see Notes 89 and 1621 to ~~our~~the Interim Condensed Financial Statements.

~~Weather Hedge~~

We have entered into partial weather hedges for certain NGD jurisdictions to mitigate the impact of fluctuations from normal weather. We remain exposed to some weather risk as a result of the partial hedges. For more information about our weather hedges, see Note 6(a) to our Interim Condensed Financial Statements.

Hedging of Interest Expense ~~for Future Debt Issuances~~

~~During August 2017, we entered~~From time to time, the Registrants may enter into ~~forward~~ 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 ~~6(a)~~7(a) to ~~our~~the Interim Condensed Financial Statements.

Weather Hedge (CenterPoint Energy and CERC)

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

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

Houston Electric’s receivables from the distribution of electricity are collected from REPs that supply the electricity Houston Electric distributes to their customers. Before conducting business, a REP must register with the PUCT and must meet certain financial qualifications. Nevertheless, adverse economic conditions, structural problems in the market served by ERCOT or financial difficulties of one or more REPs could impair the ability of these REPs to pay for Houston Electric’s services or could cause them to delay such payments. Houston Electric depends on these REPs to remit payments on a timely basis, and any delay or default in payment by REPs could adversely affect Houston Electric’s cash flows. In the event of a REP’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, ~~our~~the Registrants’ liquidity and capital resources could be affected by:

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

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

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

increases in interest expense in connection with debt refinancings and borrowings under ~~our~~ credit ~~facility;~~facilities or term loans;

various legislative or regulatory actions;

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

the ability of ~~GenOn~~REPs, including REP affiliates of NRG and ~~its subsidiaries, currently the subject of bankruptcy proceedings,~~Vistra Energy Corp., formerly known as TCEH Corp., to satisfy their ~~obligations in respect of GenOn’s indemnity~~ obligations to CenterPoint Energy and ~~its subsidiaries;~~Houston Electric;

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

the satisfaction of any obligations pursuant to guarantees;

the outcome of ~~litigation brought by or against us;~~litigation;

contributions to pension and postretirement benefit plans;

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


•	various other risks identified in “Risk Factors” in Item 1A of Part I of the Registrants’ combined 2018 Form 10-K and in Item 1A of Part II of this Form 10-Q.

~~various other risks identified in “Risk Factors” in Item 1A of Part I of our 2016 Form 10-K.~~

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

Houston Electric has contractually agreed that it will not issue additional first mortgage bonds, subject to certain exceptions. For information about the total debt to capitalization financial covenants in ~~our~~the Registrants’ and certain of CenterPoint Energy’s subsidiaries’ revolving credit ~~facility,~~facilities, see Note 1112 to ~~our~~the Interim Condensed Financial Statements.

~~Relationship with~~ CRITICAL ACCOUNTING POLICIES

Impairment of Goodwill

CenterPoint Energy and CERC perform the annual goodwill impairment test in the third quarter of each year and additional tests are performed if events or circumstances indicate that a potential goodwill impairment may exist. A reporting unit is an operating segment or one level below an operating segment (a component) and is the level at which goodwill is tested for impairment. CenterPoint Energy’s reporting units approximate its applicable reportable segments with the exception of ESG, which is a separate

Wereporting unit, but is included in CenterPoint Energy’s Corporate and Other reportable segment for segment reporting purposes. CERC’s reporting units approximate its reportable segments.

Fair value is the amount at which the asset 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 of the asset could be different using different estimates and assumptions in these valuation techniques.

The determination of fair value requires significant assumptions by management which are subjective and forward-looking in nature. To assist in deriving these assumptions, CenterPoint Energy and CERC utilized a third-party valuation specialist in both determining and testing key assumptions used in the valuation of each of its reporting units. CenterPoint Energy and CERC based their assumptions on projected financial information that they believe are reasonable; however, actual results may differ materially from those projections. These projected cash flows factor into planned growth initiatives, and for certain reporting units, the regulatory environment.

CenterPoint Energy and CERC completed their 2019 annual goodwill impairment test as of July 1, 2019 and determined, based on an ~~indirect, wholly-owned subsidiary~~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 with the exception of CenterPoint ~~Energy. As~~Energy’s Infrastructure Services and ESG reporting units. Infrastructure Services’ fair value exceeded its carrying values by 6% and it had total goodwill of $355 million. ESG’s fair value exceeded its carrying value by 8% and had total goodwill of $127 million. These reporting units are comprised entirely of recent acquired businesses, where assets and liabilities were adjusted to fair value and as a result, carrying values approximate fair value. These reporting units have a greater risk of ~~this relationship,~~future impairment if their operations were to experience a decline or if market rates were to increase.

Additionally, CenterPoint Energy’s measurement period for the ~~financial condition~~acquisition of Vectren remains open as of September 30, 2019 and ~~liquidity~~is expected to conclude by December 31, 2019. The goodwill assigned to these reporting units as of ~~our parent company could affect our access~~the testing date is preliminary and subject to ~~capital, our credit standing and our financial condition.~~change. See Note 3 to the Registrants Interim Condensed Financial Statements for a discussion of CenterPoint Energy’s valuation analysis of Vectren post-Merger.

NEW ACCOUNTING PRONOUNCEMENTS

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


Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Interest Rate Risk (CenterPoint Energy)

As of September 30, 2019, CenterPoint Energy had outstanding long-term debt, lease obligations and obligations under its ZENS that subject it to the risk of loss associated with movements in market interest rates.

CenterPoint Energy’s floating rate obligations aggregated $3.6 billion and $210 million as of September 30, 2019 and December 31, 2018, respectively. If the floating interest rates were to increase by 10% from September 30, 2019 rates, CenterPoint Energy’s combined interest expense would increase by approximately $9 million annually.

As of September 30, 2019 and December 31, 2018, CenterPoint Energy had outstanding fixed-rate debt (excluding indexed debt securities) aggregating $11.3 billion and $9.0 billion, respectively, in principal amount and having a fair value of $12.4 billion and $9.2 billion, respectively. Because these instruments are fixed-rate, they do not expose CenterPoint Energy to the risk of loss in earnings due to changes in market interest rates. However, the fair value of these instruments would increase by approximately $346 million if interest rates were to decline by 10% from levels at September 30, 2019. In general, such an increase in fair value would impact earnings and cash flows only if CenterPoint Energy were to reacquire all or a portion of these instruments in the open market prior to their maturity.

The ZENS obligation is bifurcated into a debt component and a derivative component. The debt component of $21 million as of September 30, 2019 was a fixed-rate obligation and, therefore, did not expose CenterPoint Energy to the risk of loss in

earnings due to changes in market interest rates. However, the fair value of the debt component would increase by approximately $3 million if interest rates were to decline by 10% from levels at September 30, 2019. Changes in the fair value of the derivative component, a $817 million recorded liability at September 30, 2019, are recorded in CenterPoint Energy’s Condensed Statements of Consolidated Income and, therefore, it is exposed to changes in the fair value of the derivative component as a result of changes in the underlying risk-free interest rate. If the risk-free interest rate were to increase by 10% from September 30, 2019 levels, the fair value of the derivative component liability would decrease by approximately $1 million, which would be recorded as an unrealized gain in CenterPoint Energy’s Condensed Statements of Consolidated Income.

Equity Market Value Risk (CenterPoint Energy)

CenterPoint Energy is exposed to equity market value risk through its ownership of 10.2 million shares of AT&T Common and 0.9 million shares of Charter Common, which CenterPoint Energy holds to facilitate its ability to meet its obligations under the ZENS. See Note 11 to the condensed consolidated financial statements for a discussion of CenterPoint Energy’s ZENS obligation. Changes in the fair value of the ZENS-Related Securities held by CenterPoint Energy are expected to substantially offset changes in the fair value of the derivative component of the ZENS. A decrease of 10% from the September 30, 2019 aggregate market value of these shares would result in a net loss of less than $1 million, which would be recorded as an unrealized loss in CenterPoint Energy’s Condensed Statements of Consolidated Income.

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

CenterPoint Energy uses derivative instruments as economic hedges to offset the commodity price exposure inherent in its Energy Services business. The commodity risk created by these instruments, including the offsetting impact on the market value of natural gas inventory, is described below. CenterPoint Energy measures this commodity risk using a sensitivity analysis. For purposes of this analysis, CenterPoint Energy estimates commodity price risk by applying a $0.50 change in the forward NYMEX price to its net open fixed price position (including forward fixed price physical contracts, natural gas inventory and fixed price financial contracts) at the end of each period. As of September 30, 2019, the recorded fair value of CenterPoint Energy’s non-trading energy derivatives was a net asset of $72 million (before collateral), all of which is related to the Energy Services reportable segment. A $0.50 change in the forward NYMEX price would have had a combined impact of $13 million on CenterPoint Energy’s non-trading energy derivatives net asset and the market value of natural gas inventory.

Commodity price risk is not limited to changes in forward NYMEX prices. Variation of commodity pricing between the different indices used to mark to market portions of Energy Services’ natural gas inventory (Gas Daily) and the related fair value hedge (NYMEX) can result in volatility to CenterPoint Energy’s net income. Over time, any gains or losses on the sale of storage gas inventory would be offset by gains or losses on the fair value hedges.

CenterPoint Energy’s regulated operations in Indiana have limited exposure to commodity price risk for transactions involving purchases and sales of natural gas, coal and purchased power for the benefit of retail customers due to current state regulations, which, subject to compliance with those regulations, allow for recovery of the cost of such purchases through natural gas and fuel cost adjustment mechanisms. CenterPoint Energy’s utility natural gas operations in Indiana have regulatory authority to lock in pricing for up to 50% of annual natural gas purchases using arrangements with an original term of up to 10 years. This authority has been utilized to secure fixed price natural gas using both physical purchases and financial derivatives. As of September 30, 2019, the recorded fair value of non-trading energy derivative liabilities was $20 million for CenterPoint Energy’s utility natural gas operations in Indiana, which is offset by a regulatory asset.

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


Item 4.	CONTROLS AND PROCEDURES

~~Item 4. CONTROLS AND PROCEDURES~~

In accordance with Exchange Act Rules 13a-15 and 15d-15, wethe Registrants carried out ~~an evaluation,~~separate evaluations, under the supervision and with the participation of each company’s management, including ~~our~~the principal executive officer and principal financial officer, of the effectiveness of ~~our~~the disclosure controls and procedures as of the end of the period covered by this report. Based on ~~that evaluation, our~~those evaluations, the principal executive officer and principal financial officer, in each case, concluded that ~~our~~the disclosure controls and procedures were effective as of September 30, ~~2017~~2019 to provide assurance that information required to be disclosed in ~~our~~the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods

specified in the SEC’s rules and forms and such information is accumulated and communicated to ~~our~~ management, including ~~our~~the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding disclosure.

~~There~~On the Merger Date, CenterPoint Energy completed the acquisition of Vectren. CenterPoint Energy is currently in the process of evaluating the control environment and implementing CenterPoint Energy’s internal control structure over the acquired operations. This effort is expected to continue through 2019. With the exception of the implementation of the Vectren acquisition into CenterPoint Energy’s control structure, there has been no change in ~~our~~the Registrants’ internal controls over financial reporting that occurred during the three months ended September 30, ~~2017~~2019 that has materially affected, or is reasonably likely to materially affect, ~~our~~the Registrants’ internal controls over financial reporting.

PART II. OTHER INFORMATION


Item 1.	LEGAL PROCEEDINGS

~~Item 1.LEGAL PROCEEDINGS~~

For a description of certain legal and regulatory proceedings, ~~affecting us,~~ please read Note ~~12(b)~~14(c) to ~~our~~the Interim Condensed Financial Statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Future Sources and Uses of Cash” and “— Regulatory Matters,” each of which is incorporated herein by reference. See also ~~“Business~~“Business — Regulation” and “— Environmental ~~Matters”~~Matters” in Item 1 and ~~“Legal Proceedings”~~“Legal Proceedings” in Item 3 of ~~our 2016~~the Registrants’ combined 2018 Form 10-K.

~~Item 1A.~~


Item 1A.	RISK FACTORS

~~There~~Other than with respect to the risk factor set forth below, which pertains to CenterPoint Energy and Houston Electric, there have been no material changes from the risk factors disclosed in our ~~2016~~combined 2018 Form 10-K.

The outcome of the pending Houston Electric rate case, including the imposition of any “ring-fencing” measures, could adversely affect CenterPoint Energy’s and Houston Electric’s reputation, cash flows, credit quality, financial condition and results of operations and may result in a delay or denial of the ability to earn an expected return on invested capital and fully recover costs as well as the degradation in credit metrics resulting in downgrades at one or more credit rating agencies

In Houston Electric’s pending rate case, the ALJs at the Texas State Office of Administrative Hearings have recommended in their PFD, among other items, various rate base disallowances, a reduction in allowed return on equity, reductions to operation and maintenance expenses and a change to Houston Electric’s proposed capital structure. If the PFD were to be approved and adopted in its entirety, the PFD would result in an operating income reduction of $155 million, or, assuming certain issues identified in the PFD (as noted in Houston Electric’s exceptions to the PFD filing with the PUCT) are adjusted, $138 million, from Houston Electric’s request. This equates to a $27 million operating income reduction to CenterPoint Energy’s and Houston Electric’s current rates in place. Additionally, CenterPoint Energy and Houston Electric would expect to incur a pre-tax write-off of approximately $120 million and a one-time refund obligation of capital recovered from TCOS and DCRF mechanisms. The PFD recommends a separate proceeding with the PUCT to determine the amount, if any, of $158 million EDIT on securitized assets to be provided to customers. Furthermore, the PFD recommendations, if approved and adopted by the PUCT, would result in significant reduction in CenterPoint Energy’s and Houston Electric’s funds from operations, or FFO, as calculated by rating agencies, and potentially degrade CenterPoint Energy’s and Houston Electric’s credit metrics. The resulting decrease in cash flows from these recommendations and proposals, if approved and adopted by the PUCT, would potentially result in the degradation of CenterPoint Energy’s and Houston Electric’s credit quality, which may lead to downgrades at one or more credit rating agencies. Such downgrades, in turn, could increase the cost of capital for CenterPoint Energy and Houston Electric, among other potential effects.

If the PUCT were to adopt all these recommendations, the negative implications to CenterPoint Energy’s and Houston Electric’s cash flows, credit quality and cost of capital could affect their ability to recover capital investments, meet PUCT reliability thresholds, and maintain their current high level of operational and customer service performance. Additionally, the recommendations in the PFD include certain “ring-fencing” measures to increase Houston Electric’s financial separateness from CenterPoint Energy and to purportedly mitigate the risk that Houston Electric would be harmed in the event of a bankruptcy or other adverse financial development affecting CenterPoint Energy. These recommendations included ordering Houston Electric to:

limit its payment of dividends to an amount not to exceed its net income (as determined in accordance with GAAP);

work to ensure that its credit ratings at all three major ratings agencies (S&P, Moody’s, and Fitch) remain at or above Houston Electric’s current credit ratings and, if Houston Electric’s credit rating at any one of the three major ratings agencies were to fall below BBB+ (or its equivalent) for Houston Electric’s senior secured debt, be required to suspend

payment of dividends or other distributions, except for contractual tax payments, until otherwise allowed by the PUCT; and

ensure that its debt to equity ratio is at or below the debt-to-equity ratio established from time to time by the PUCT for ratemaking purposes in Houston Electric rate proceedings.

These recommended ring-fencing measures, if ordered by the PUCT, could, among other things, cause Houston Electric to:

exceed its authorized equity levels in its authorized capital structure by limiting or prohibiting Houston Electric’s ability to true-up its capital structure through distributions to CenterPoint Energy;

be prohibited from participating in the CenterPoint Energy money pool, thereby increasing Houston Electric’s cost of capital and reducing Houston Electric’s return on short term investments;

realize increased administrative expenses due to increased separateness requirements and less ability to use shared services; and

in conjunction with the ALJs’ other recommendations in their PFD, suffer downgrades at one or more credit rating agencies, thereby increasing Houston Electric’s cost of capital.

The recommendations in the PFD described above (including the ring-fencing measures), if ordered by the PUCT, could adversely affect CenterPoint Energy’s and Houston Electric’s reputation, cash flows, credit quality, financial condition and results of operations.


Item 6.	EXHIBITS

~~Item 5.OTHER INFORMATION~~

~~Ratio of Earnings to Fixed Charges.~~ The ratio of earnings to fixed charges for the nine months ended September 30, 2017 and 2016 was 5.27 and 4.51, respectively. We do not believe that the ratios for these nine-month periods are necessarily indicative of the ratios for the 12-month periods due to the seasonal nature of our business. The ratios were calculated pursuant to applicable rules of the SEC.

~~Item 6.EXHIBITS~~

~~The following exhibits are filed herewith:~~

Exhibits ~~not incorporated by reference to a prior filing~~filed herewith are designated by a cross (+); all exhibits not so designated are incorporated by reference to a prior filing as indicated.

Agreements included as exhibits are included only to provide information to investors regarding their terms. Agreements listed below may contain representations, warranties and other provisions that were made, among other things, to provide the parties thereto with specified rights and obligations and to allocate risk among them, and no such agreement should be relied upon as constituting or providing any factual disclosures about ~~CERC Corp.,~~the Registrants, any other persons, any state of affairs or other matters.

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

Exhibit
Number
Description
Report or Registration
Statement

SEC File or
Registration
Number

Exhibit
Reference
3.1.1
Certificate of Incorporation of RERC Corp.

Form 10-K for the year ended December 31, 1997 1-13265 3(a)(1)
3.1.2
Certificate of Merger merging former NorAm Energy Corp. with and into HI Merger, Inc. dated August 6, 1997

Form 10-K for the year ended December 31, 1997 1-13265 3(a)(2)
3.1.3
Certificate of Amendment changing the name to Reliant Energy Resources Corp.

Form 10-K for the year ended December 31, 1998 1-13265 3(a)(3)
3.1.4
Certificate of Amendment changing the name to CenterPoint Energy Resources Corp.
Form 10-Q for the quarter ended June 30, 2003 1-13265 3(a)(4)
3.2 Bylaws of RERC Corp. Form 10-K for the year ended December 31, 1997 1-13265 3(b)
4.1
$600,000,000 Credit Agreement, dated as of March 3, 2016, among CERC Corp., as Borrower, and the banks named therein
Form 8-K dated March 3, 2016 1-13265 4.3
4.2
First Amendment to Credit Agreement, dated as of June 16, 2017, among CERC Corp., as Borrower, and the banks named therein
Form 8-K dated June 16, 2017 1-13265 4.3
4.3 Indenture, dated as of February 1, 1998, between Reliant Energy Resources Corp. and Chase Bank of Texas, National Association, as Trustee Form 8-K dated February 5, 1998 1-13265 4.1
+4.4
Supplemental Indenture No. 16 to Exhibit 4.3, dated as of August 23, 2017, providing for the issuance of CERC Corp.’s 4.10% Senior Notes due 2047

+12
Computation of Ratios of Earnings to Fixed Charges

+31.1
Rule 13a-14(a)/15d-14(a) Certification of Scott M. Prochazka

+31.2
Rule 13a-14(a)/15d-14(a) Certification of William D. Rogers

+32.1
Section 1350 Certification of Scott M. Prochazka

+32.2
Section 1350 Certification of William D. Rogers

+101.INS XBRL Instance Document
+101.SCH XBRL Taxonomy Extension Schema Document
+101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
+101.DEF XBRL Taxonomy Extension Definition Linkbase Document
+101.LAB XBRL Taxonomy Extension Labels Linkbase Document
+101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

Exhibit

Number

Description

Report or Registration

Statement

SEC File or

Registration

Number

Exhibit

Reference

CenterPoint Energy

Houston Electric

CERC

2.1*

Agreement and Plan of Merger, dated as of April 21, 2018, by and among Vectren Corporation, CenterPoint Energy, Inc. and Pacer Merger Sub, Inc.

CenterPoint Energy’s Form 8-K dated April 21, 2018

1-31447

2.1

3.1

Restated Articles of Incorporation of CenterPoint Energy

CenterPoint Energy’s Form 8-K dated July 24, 2008

1-31447

3.2

Restated Certificate of Formation of Houston Electric

Houston Electric’s Form 10-Q for the quarter ended June 30, 2011

1-3187

3.1

3.3

Certificate of Incorporation of RERC Corp.

CERC Form 10-K for the year ended December 31, 1997

1-13265

3(a)(1)

3.4

Certificate of Merger merging former NorAm Energy Corp. with and into HI Merger, Inc. dated August 6, 1997

CERC Form 10-K for the year ended December 31, 1997

1-13265

3(a)(2)

3.5

Certificate of Amendment changing the name to Reliant Energy Resources Corp.

CERC Form 10-K for the year ended December 31, 1998

1-13265

3(a)(3)

3.6

Certificate of Amendment changing the name to CenterPoint Energy Resources Corp.

CERC Form 10-Q for the quarter ended June 30, 2003

1-13265

3(a)(4)



Exhibit Number	Description	Report or Registration Statement	SEC File or Registration Number	Exhibit Reference	CenterPoint Energy	Houston Electric	CERC
3.7	Third Amended and Restated Bylaws of CenterPoint Energy	CenterPoint Energy’s Form 8-K dated February 21, 2017	1-31447	3.1	x
3.8	Amended and Restated Limited Liability Company Agreement of Houston Electric	Houston Electric’s Form 10-Q for the quarter ended June 30, 2011	1-3187	3.2		x
3.9	Bylaws of RERC Corp.	CERC Form 10-K for the year ended December 31, 1997	1-13265	3(b)			x
3.10	Statement of Resolutions Deleting Shares Designated Series A Preferred Stock of CenterPoint Energy	CenterPoint Energy’s Form 10-K for the year ended December 31, 2011	1-31447	3(c)	x
3.11	Statement of Resolution Establishing Series of Shares Designated Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock of CenterPoint Energy	CenterPoint Energy’s Form 8-K dated August 22, 2018	1-31447	3.1	x
3.12	Statement of Resolution Establishing Series of Shares designated 7.00% Series B Mandatory Convertible Preferred Stock of CenterPoint Energy	CenterPoint Energy’s Form 8-K dated September 25, 2018	1-31447	3.1	x
4.1	Form of CenterPoint Energy Stock Certificate	CenterPoint Energy’s Registration Statement on Form S-4	3-69502	4.1	x
4.2	Form of Certificate representing the Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock of CenterPoint Energy	CenterPoint Energy’s Form 8-K dated August 22, 2018	1-31447	4.1	x
4.3	Form of Certificate representing the 7.00% Series B Mandatory Convertible Preferred Stock of CenterPoint Energy (included as Exhibit A to Exhibit 3.12)	CenterPoint Energy’s Form 8-K dated September 25, 2018	1-31447	4.1	x
4.4	Deposit Agreement, dated as of October 1, 2018, among CenterPoint Energy and Broadridge Corporate Issuer Solutions, Inc., as Depositary, and the holders from time to time of the Depositary Receipts described therein	CenterPoint Energy’s Form 8-K dated September 25, 2018	1-31447	4.2	x
4.5	Form of Depositary Receipt for the Depositary Shares (included as Exhibit A to Exhibit 4.4)	CenterPoint Energy’s Form 8-K dated September 25, 2018	1-31447	4.3	x
4.6	$1,600,000,000 Credit Agreement, dated as of March 3, 2016, among CenterPoint Energy, as Borrower, and the banks named therein	CenterPoint Energy’s Form 8-K dated March 3, 2016	1-31447	4.1	x
4.7	$300,000,000 Credit Agreement, dated as of March 3, 2016, among Houston Electric, as Borrower, and the banks named therein	CenterPoint Energy’s Form 8-K dated March 3, 2016	1-31447	4.2	x	x
4.8	$600,000,000 Credit Agreement, dated as of March 3, 2016, among CERC Corp., as Borrower, and the banks named therein	CenterPoint Energy’s Form 8-K dated March 3, 2016	1-31447	4.3	x		x
4.9	First Amendment to Amended and Restated Credit Agreement, dated as of June 16, 2017, by and among CenterPoint Energy, as Borrower, and the banks named therein	CenterPoint Energy’s Form 8-K dated June 16, 2017	1-31447	4.1	x
4.10	Second Amendment to Amended and Restated Credit Agreement, dated as of May 25, 2018, by and among CenterPoint Energy, as Borrower, and the banks named therein	CenterPoint Energy’s Form 8-K dated May 25, 2018	1-31447	4.1	x
4.11	First Amendment to Credit Agreement, dated as of June 16, 2017, among Houston Electric, as Borrower, and the banks named therein	CenterPoint Energy’s Form 8-K dated June 16, 2017	1-31447	4.2	x	x

Exhibit

Number

Description

Report or Registration

Statement

SEC File or

Registration

Number

Exhibit

Reference

CenterPoint Energy

Houston Electric

CERC

4.12

First Amendment to Credit Agreement, dated as of June 16, 2017, among CERC Corp., as Borrower, and the banks named therein

CenterPoint Energy’s Form 8-K dated June 16, 2017

1-31447

4.3

4.13

$400,000,000 Credit Agreement, dated as of July 14, 2017, among VUHI, as Borrower, certain Subsidiaries of VUHI, as Guarantors, and the banks named therein

Vectren’s Form 8-K dated July 17, 2017

1-15467

10.1

4.14

$200,000,000 Credit Agreement, dated as of July 14, 2017, among VCC, as Borrower, Vectren Corporation, as Guarantor, and the banks named therein

Vectren’s Form 8-K dated July 17, 2017

1-15467

10.2

4.15

Term Loan Agreement dated as of July 30, 2018, among VUHI, as Borrower, the Subsidiaries of Borrower identified herein as Guarantors and the banks named therein

Vectren’s Form 8-K dated July 30, 2018

1-15467

10.1

4.16

Term Loan Agreement dated as of September 14, 2018, among VCC, as Borrower, Vectren as Guarantor, and the banks named therein

Vectren’s Form 8-K dated September 18, 2018

1-15467

10.1

4.17

First Amendment to Term Loan Agreement, dated as of June 25, 2019, among VCC, as Borrower, Vectren as Guarantor and the banks named therein

CenterPoint Energy’s Form 10-Q for the quarter ended June 30, 2019

1-31447

4.17

4.18

$1,000,000,000 Term Loan Agreement, dated as of May 15, 2019, among CenterPoint Energy, as Borrower, Mizuho Bank, Ltd., as Administrative Agent and Lead Arranger, and the banks named therein

CenterPoint Energy’s Form 8-K dated May 15, 2019

1-31447

4.1

4.19

Indenture, dated as of May 19, 2003, between CenterPoint Energy and JPMorgan Chase Bank, as Trustee

CenterPoint Energy’s Form 8-K dated May 19, 2003

1-31447

4.1

+4.20

Supplemental Indenture No. 11 to Exhibit 4.19, dated as of August 14, 2019, providing for the issuance of CenterPoint Energy’s 2.50% Senior Notes due 2024, 2.95% Senior Notes due 2030 and 3.70% Senior Notes due 2049

+31.1.1

Rule 13a-14(a)/15d-14(a) Certification of Scott M. Prochazka

+31.1.2

Rule 13a-14(a)/15d-14(a) Certification of Scott M. Prochazka

+31.1.3

Rule 13a-14(a)/15d-14(a) Certification of Scott M. Prochazka

+31.2.1

Rule 13a-14(a)/15d-14(a) Certification of Xia Liu

+31.2.2

Rule 13a-14(a)/15d-14(a) Certification of Xia Liu

+31.2.3

Rule 13a-14(a)/15d-14(a) Certification of Xia Liu

+32.1.1

Section 1350 Certification of Scott M. Prochazka

+32.1.2

Section 1350 Certification of Scott M. Prochazka

+32.1.3

Section 1350 Certification of Scott M. Prochazka

+32.2.1

Section 1350 Certification of Xia Liu

+32.2.2

Section 1350 Certification of Xia Liu

+32.2.3

Section 1350 Certification of Xia Liu

+101.INS

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

Exhibit

Number

Description

Report or Registration

Statement

SEC File or

Registration

Number

Exhibit

Reference

CenterPoint Energy

Houston Electric

CERC

+101.SCH

Inline XBRL Taxonomy Extension Schema Document

+101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

+101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

+101.LAB

Inline XBRL Taxonomy Extension Labels Linkbase Document

+101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

+104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)



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

SIGNATURES

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



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


By:	/s/ Kristie L. Colvin
	Kristie L. Colvin
	Senior Vice President and Chief Accounting Officer

Date: November ~~3, 2017~~7, 2019

36101



	(in millions)
Total purchase price consideration	$	147
Cash	$	15
Receivables	140
Natural gas inventory	78
Derivative assets	35
Prepaid expenses and other current assets	5
Property and equipment	8
Identifiable intangibles	25
Total assets acquired	306
Accounts payable	113
Derivative liabilities	43
Other current liabilities	7
Other liabilities	1
Total liabilities assumed	164
Identifiable net assets acquired	142
Goodwill	5
Net assets acquired	$	147



Fair Value of Derivative Instruments
	December 31, 2016
Derivatives not designated as hedging instruments	Balance Sheet Location	Derivative Assets Fair Value		Derivative Liabilities Fair Value
		(in millions)
Natural gas derivatives (1) (2) (3)	Current Assets: Non-trading derivative assets	$	79	$	14
Natural gas derivatives (1) (2) (3)	Other Assets: Non-trading derivative assets	24		5
Natural gas derivatives (1) (2) (3)	Current Liabilities: Non-trading derivative liabilities	2		43
Natural gas derivatives (1) (2) (3)	Other Liabilities: Non-trading derivative liabilities	—		5
Total (4)		$	105	$	67



	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Derivative Assets and Liabilities, Net
	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
	(in millions)
Beginning balance	$	28		$	16		$	13		$	12
Purchases (1)	—			—			—			12
Total gains	(2		)	9			21			13
Total settlements	(1		)	(8		)	(5		)	(24		)
Transfers into Level 3	7			—			9			5
Transfers out of Level 3	(6		)	—			(12		)	(1		)
Ending balance (2)	$	26		$	17		$	26		$	17
The amount of total gains for the period included in earnings attributable to the change in unrealized gains or losses relating to assets still held at the reporting date	$	—		$	6		$	17		$	14



	December 31, 2016			AEM Acquisition (1)		September 30, 2017
	(in millions)
Natural Gas Distribution	$	746		$	—	$	746
Energy Services	105		(2)	5		110		(2)
Other Operations	11			—		11
Total	$	862		$	5	$	867



Issuance Date	Aggregate Principal Amount		Interest Rate	Maturity Date
	(in millions)
August 2017	$	300	4.10%	2047



	(in millions)
Remaining three months of 2017	$	169
2018	507
2019	348
2020	166
2021	76
2022 and beyond	113



Execution Date	Size of Facility		Amount Utilized at October 26, 2017			Termination Date
(in millions)
March 3, 2016	$	900	$	561	(1)	March 3, 2022

Recently Adopted Accounting Standards

ASU Number and Name

Description

Date of Adoption

Financial Statement Impact
upon Adoption

ASU 2016-02- Leases (Topic 842) and related amendments

ASU 2016-02 provides a comprehensive new lease model that requires lessees to recognize assets and liabilities for most leases and would change certain aspects of lessor accounting.
Transition method: modified retrospective

January 1, 2019

The Registrants adopted the standard and recognized a right-of-use asset and lease liability on their statement of financial position with no material impact on their results of operations and cash flows. See Note 19 for more information.