UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM 10-Q
(Mark One)
þQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2018MARCH 31, 2019
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE TRANSITION PERIOD FROM __________________ TO __________________

 Registrant, State or Other Jurisdiction of Incorporation or Organization 
Commission file numberAddress of Principal Executive Offices, Zip Code and Telephone NumberI.R.S. Employer Identification No.
   
1-31447CenterPoint Energy, Inc.74-0694415
 (a Texas corporation) 
 1111 Louisiana 
 Houston, Texas 77002 
 (713-207-1111) 
   
1-3187CenterPoint Energy Houston Electric, LLC22-3865106
 (a Texas limited liability company) 
 1111 Louisiana 
 Houston, Texas 77002 
 (713-207-1111) 
   
1-13265CenterPoint Energy Resources Corp.76-0511406
 (a Delaware corporation) 
 1111 Louisiana 
 Houston, Texas 77002 
 (713-207-1111) 


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

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

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

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


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,���” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth company
CenterPoint Energy, Inc.
Large accelerated filer þ

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

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

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

CenterPoint Energy, Inc.
CenterPoint Energy, Inc.            Yes o  No þ
CenterPoint Energy Houston Electric, LLC    Yes o  No þ
CenterPoint Energy Resources Corp.        Yes oNo þ
CenterPoint Energy Houston Electric, LLC
Yes o
No þ
CenterPoint Energy Resources Corp.
Yes o
No þ
Securities registered pursuant to Section 12(b) of the Act:
RegistrantTitle of each classTrading Symbol(s)Name of each exchange on which registered
CenterPoint Energy, Inc.Common Stock, $0.01 par valueCNP
New York Stock Exchange
Chicago Stock Exchange
CenterPoint Energy, Inc.Depositary shares, each representing a 1/20th interest in a share of 7.00% Series B Mandatory Convertible Preferred Stock, $0.01 par valueCNP/PBNew York Stock Exchange
CenterPoint Energy Houston Electric, LLC9.15% First Mortgage Bonds due 2021n/aNew York Stock Exchange
CenterPoint Energy Houston Electric, LLC6.95% General Mortgage Bonds due 2033n/aNew York Stock Exchange
CenterPoint Energy Resources Corp.6.625% Senior Notes due 2037n/aNew York Stock Exchange

Indicate the number of shares outstanding of each of the issuers’ classes of common stock as of July 23, 2018:April 25, 2019:
CenterPoint Energy, Inc. 431,553,691502,173,861 shares of common stock outstanding, excluding 166 shares held as treasury stock
CenterPoint Energy Houston Electric, LLC 1,000 common shares outstanding, all held by Utility Holding, LLC, a wholly-owned subsidiary of CenterPoint Energy, Inc.
CenterPoint Energy Resources Corp. 1,000 shares of common stock outstanding, all held by Utility Holding, LLC, a wholly-owned subsidiary of CenterPoint Energy, Inc.
            
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.

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.

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

 

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION 
Item 1. 
Financial Statements
1
  
CenterPoint Energy, Inc. Financial Statements (unaudited)
1
  
CenterPoint Energy Houston Electric, LLC Financial Statements (unaudited)
67
  
CenterPoint Energy Resources Corp. Financial Statements (unaudited)
1113
  
Combined Notes to Unaudited Condensed Consolidated Financial Statements (unaudited)
1619
  
(1) Background and Basis of Presentation
1619
  
(2) New Accounting Pronouncements
1721
  
(3) Proposed Merger with VectrenMergers and Acquisitions
1921
  
(4) Revenue Recognition
2024
  
(5) Employee Benefit Plans
2226
  
(6) Regulatory Accounting
2428
  
(7) Derivative Instruments
2529
  
(8) Fair Value Measurements
2832
  
(9) Unconsolidated AffiliateAffiliates
3035
  
(10) Goodwill and Other Intangibles
3339
  
(11) Indexed Debt Securities (ZENS) and Securities Related to ZENS
3341
  
(12) Short-term Borrowings and Long-term Debt
3441
  
(13) Income Taxes
3644
  
(14) Commitments and Contingencies
3645
  
(15) Earnings Per Share
3849
  
(16) Reportable Business Segments
3949
  
(17) Supplemental Disclosure of Cash Flow Information
4152
  
(18) Related Party Transactions
4252
  
(19) Leases
(20) Equity
56
(21) Subsequent Events
4257
Item 2. 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
4358
  
Recent Events
4358
  
Consolidated Results of Operations
4458
  
Results of Operations by BusinessReportable Segment
4862
  
Certain Factors Affecting Future Earnings
5471
  
Liquidity and Capital Resources
5571
Item 3. 
Quantitative and Qualitative Disclosures about Market Risk
6482
Item 4. 
Controls and Procedures
6583
    
PART II. OTHER INFORMATION 
Item 1. 
Legal Proceedings
6583
Item 1A. 
Risk Factors
65
Item 5.
Other Information
6683
Item 6. 
Exhibits
6684
  
Signatures
6990


i


GLOSSARY
AEMACE AtmosAffordable Clean Energy Marketing, LLC, previously a wholly-owned subsidiary of Atmos Energy Holdings, Inc., a wholly-owned subsidiary of Atmos Energy Corporation
AFUDCAllowance for funds used during construction
AMA Asset Management Agreement
AMS Advanced Metering System
APSC Arkansas Public Service Commission
AROAsset retirement obligation
ARAM Average rate assumption method
ARP Alternative revenue program
ASC Accounting Standards Codification
ASU Accounting Standards Update
AT&T Common AT&T Inc.
AT&T CommonAT&T common stock
Bcf Billion cubic feet
Bond Companies 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
Bridge FacilityCCR A $5 billion 364-day senior unsecured bridge term loan facilityCoal Combustion Residuals
CECAClean Energy Cost Adjustment
CECLCurrent 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
CMEChicago Mercantile Exchange
CNP MidstreamCenterPoint Energy Midstream, Inc., a wholly-owned subsidiary of CenterPoint Energy
COLI Corporate-owned life insurance
ContinuumCommon Stock The retail energy services businessCenterPoint Energy, Inc. common stock, par value $0.01 per share
CPCNCertificate of Continuum Retail Energy Services, LLC, including its wholly-owned subsidiary Lakeshore Energy Services, LLCPublic Convenience and the natural gas wholesale assets of Continuum Energy Services, LLCNecessity
CPPClean Power Plan
CSIACompliance and System Improvement Adjustment
DCRF Distribution Cost Recovery Factor
DRRDistribution Replacement Rider
DSMADemand Side Management Adjustment
ECAEnvironmental Cost Adjustment
EDIT Excess deferred income taxes
EECR Energy Efficiency Cost Recovery
EECRF Energy Efficiency Cost Recovery Factor

ii

GLOSSARY
EEFCEnergy Efficiency Funding Component
EEFREnergy Efficiency Funding Rider
ELGEffluent Limitation Guidelines
Enable Enable Midstream Partners, LP
Enable GPEnable GP, LLC, Enable’s general partner
Enable Series A Preferred UnitsEnable’s 10% Series A Fixed-to-Floating Non-Cumulative Redeemable Perpetual Preferred Units, representing limited partner interests in Enable
EPA Environmental Protection Agency
ERCOT Electric Reliability Council of Texas
FCCESG Federal Communications CommissionEnergy 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

ii

GLOSSARY
FTCFederal Trade Commission
Gas Daily Platts gas daily indices
GenOn GenOn Energy, Inc.
GHGGreenhouse gases
GMESGovernment Mandated Expenditure Surcharge
GRIP Gas Reliability Infrastructure Program
GWh Gigawatt-hours
Houston Electric CenterPoint Energy Houston Electric, LLC and its subsidiaries
HSRIDEM Hart-Scott-RodinoIndiana Department of Environmental Management
Indiana ElectricOperations of SIGECO’s electric transmission and distribution services, and includes its power generating and wholesale power operations
Indiana GasIndiana Gas Company, Inc., a wholly-owned subsidiary of Vectren
Indiana NorthGas operations of Indiana Gas
Indiana SouthGas operations of SIGECO
Indiana UtilitiesThe combination of Indiana Electric, Indiana North and Indiana South
Interim Condensed Financial Statements Unaudited condensed consolidated interim financial statements and combined notes
Internal SpinThe 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
IRPIntegrated Resource Plan
IRS Internal Revenue Service
IURCIndiana Utility Regulatory Commission
kV Kilovolt
LIBOR London Interbank Offered Rate
MeredithLPSC Meredith CorporationLouisiana Public Service Commission
MATSMercury and Air Toxics Standards
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 DateFebruary 1, 2019
Merger Sub Pacer Merger Sub, Inc., an Indiana corporation and wholly-owned subsidiary of CenterPoint Energy

iii

GLOSSARY
MGP Manufactured gas plant
MISOMidcontinent 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
MRTEnable Mississippi River Transmission, LLC
MWMegawatts
NGD Natural gas distribution business
NGLs Natural gas liquids
NOPRNotice of Proposed Rulemaking
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
PRPs Potentially responsible parties
PUCOPublic Utilities Commission of Ohio
PUCT Public Utility Commission of Texas
Railroad Commission Railroad Commission of Texas
RCRAResource 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
ROURight of use
RRA Rate Regulation Adjustment
RRI Reliant Resources, Inc.
RSP Rate Stabilization Plan
SEC Securities and Exchange Commission

iii

GLOSSARY
Securitization Bonds Transition and system restoration bonds
Series A Preferred UnitsStock Enable’s 10%CenterPoint Energy’s Series A Fixed-to-Floating Non-CumulativeRate Cumulative Redeemable Perpetual Preferred Units, representing limited partner interests in EnableStock, par value $0.01 per share, with a liquidation preference of $1,000 per share
Series B Preferred StockCenterPoint Energy’s 7.00% Series B Mandatory Convertible Preferred Stock, par value $0.01 per share, with a liquidation preference of $1,000 per share
SERPSupplemental Executive Retirement Plan
SIGECOSouthern Indiana Gas and Electric Company, a wholly-owned subsidiary of Vectren
S&P Standard & Poor’sS&P Global Ratings Services, a division of The McGraw-Hill Companies
SRCSales 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

iv

GLOSSARY
TCJA Tax reform legislation informally called the Tax Cuts and Jobs Act of 2017
TCOS Transmission Cost of Service
TDSICTransmission, Distribution and Storage System Improvement Charge
TDU Transmission and distribution utility
TimeTime Inc.
Time CommonTime common stock
Transition Agreements Services Agreement, Employee Transition Agreement, Transitional Seconding Agreement and other agreements entered into in connection with the formation of Enable
TWTSCR Time Warner Inc.Tax Savings Credit Rider
TW CommonUtility Holding TW common stockUtility Holding, LLC, a wholly-owned subsidiary of CenterPoint Energy
VCCVectren Capital Corp., a wholly-owned subsidiary of Vectren
Vectren Vectren Corporation, an Indiana corporationa wholly-owned subsidiary of CenterPoint Energy as of the Merger Date
VEDOVectren Energy Delivery of Ohio, Inc., a wholly-owned subsidiary of Vectren
VIE Variable interest entity
Vistra Energy Corp. Texas-based energy company focused on the competitive energy and power generation markets
VRPVoluntary Remediation Program
VUHIVectren Utility Holdings, Inc., a wholly-owned subsidiary of Vectren
ZENS 2.0% Zero-Premium Exchangeable Subordinated Notes due 2029
ZENS-Related Securities As of June 30,both March 31, 2019 and December 31, 2018, consisted of AT&T Common and Charter Common and as of December 31, 2017, consisted of Charter Common, Time Common and TW Common
20172018 Form 10-K Annual Report on Form 10-K for the fiscal year ended December 31, 20172018

ivv

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

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

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

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

the performance of Enable, the amount of cash distributions CenterPoint Energy and CERC receivereceives from Enable, Enable’s ability to redeem the Enable Series A Preferred Units in certain circumstances and the value of CenterPoint Energy’s and CERC’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;

◦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-rate regulatednon-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;

CenterPoint Energy’s expected timing, likelihood and benefits of completion of the Merger, including the timing, receipt and terms and conditions of any required approvals by Vectren’s shareholders and governmental and regulatory agencies or the outcome of shareholder litigation filed against Vectren that could reduce anticipated benefits or cause the parties to delay or abandon the Merger, as well as the ability to successfully integrate the businesses and realize anticipated benefits, the possibility that long-term financing for the Merger may not be put in place before the closing of the Merger or that financing terms may not be as expected and the risk that the credit ratings of the combined company or its subsidiaries may be different from what CenterPoint Energy expects;


v

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


vi

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;

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

changes in interest rates and their impact on costs of borrowing and the valuation of 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;

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

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

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

changes in rates of inflation;

inability of various counterparties to meet their obligations to us;

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

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

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

CenterPoint Energy, CERCEnergy’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 CenterPoint Energy’s and CERC’s interestsinterest in Enable, if any, whether through theirits decision to sell all or a portion of the Enable common units they ownit owns in the public equity markets or otherwise, subject to certain limitations), which CenterPoint Energy CERC and Enable 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 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, including the ability to successfully complete merger, acquisition and divestiture plans;


vii

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 REPs, including REP affiliates of NRG and Vistra Energy Corp., formerly known as TCEH Corp., to satisfy their obligations to CenterPoint Energy and Houston Electric;

the ability of GenOn (formerly known as RRI Energy, Inc., Reliant Energy and RRI), a wholly-owned subsidiary of NRG, and its subsidiaries, currently the subject of bankruptcy proceedings, to satisfy their obligations to us, including indemnity obligations;

vi


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

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

the effective tax rates;

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

other factors discussed in “Risk Factors” in Item 1A of Part I of each of the Registrants’ 2017 Form 10-K and in Item 1A of Part II of CenterPoint Energy’s First Quarter 2018 Form 10-Q,
•
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, 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 the Registrants undertake no obligation to update or revise any forward-looking statements. Investors should note that the Registrants announce material financial information in SEC filings, press releases and public conference calls. Based on guidance from the SEC, the Registrants may use the Investors section of CenterPoint Energy’s website (www.centerpointenergy.com) to communicate with investors about the Registrants. It is possible that the financial and other information posted there could be deemed to be material information. The information on CenterPoint Energy’s website is not part of this combined Form 10-Q.

viiviii
Table of Contents

PART I. FINANCIAL INFORMATION

Item 1.     FINANCIAL STATEMENTS

CENTERPOINT ENERGY, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED INCOME
(In Millions, Except Per Share Amounts)
(Unaudited)

Three Months Ended Six Months Ended Three Months Ended
June 30, June 30, March 31,
2018 2017 2018 2017 2019 2018
        (in millions, except per share amounts)
Revenues:           
Utility revenues$1,341
 $1,222
 $3,235
 $2,768
 $2,161
 $1,894
Non-utility revenues845
 921
 2,106
 2,110
 1,370
 1,261
Total2,186
 2,143
 5,341
 4,878
 3,531
 3,155
       
Expenses:           
Utility natural gas188
 150
 825
 600
Non-utility natural gas790
 882
 2,063
 2,011
Utility natural gas, fuel and purchased power 735
 637
Non-utility cost of revenues, including natural gas 1,251
 1,273
Operation and maintenance578
 518
 1,147
 1,061
 861
 569
Depreciation and amortization342
 254
 656
 480
 313
 314
Taxes other than income taxes101
 99
 212
 195
 126
 111
Total1,999
 1,903
 4,903
 4,347
 3,286
 2,904
Operating Income187
 240
 438
 531
 245
 251
       
Other Income (Expense):           
Gain on marketable securities22
 23
 23
 67
 83
 1
Loss on indexed debt securities(254) (13) (272) (23) (86) (18)
Interest and other finance charges(91) (77) (169) (155) (121) (78)
Interest on Securitization Bonds(14) (20) (30) (40) (12) (16)
Equity in earnings of unconsolidated affiliate, net58
 59
 127
 131
 62
 69
Other, net4
 (1) 7
 (1)
Other income, net 20
 3
Total(275) (29) (314) (21) (54) (39)
Income Before Income Taxes 191
 212
Income tax expense 22
 47
Net Income 169
 165
Preferred stock dividend requirement 29
 —
Income Available to Common Shareholders $140
 $165
           
Income (Loss) Before Income Taxes(88) 211
 124
 510
Income tax expense (benefit)(13) 76
 34
 183
Net Income (Loss)$(75) $135
 $90
 $327
       
Basic Earnings (Loss) Per Share$(0.17) $0.31
 $0.21
 $0.76
       
Diluted Earnings (Loss) Per Share$(0.17) $0.31
 $0.21
 $0.75
       
Dividends Declared Per Share$0.2775
 $0.2675
 $0.2775
 $0.5350
       
Weighted Average Shares Outstanding, Basic432
 431
 431
 431
       
Weighted Average Shares Outstanding, Diluted432
 434
 434
 434
Basic Earnings Per Common Share $0.28
 $0.38
Diluted Earnings Per Common Share $0.28
 $0.38
Weighted Average Common Shares Outstanding, Basic 502
 431
Weighted Average Common Shares Outstanding, Diluted 504
 434

See Combined Notes to Unaudited Condensed Consolidated Financial Statements

CENTERPOINT ENERGY, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME
(In Millions)
(Unaudited)

 Three Months Ended Six Months Ended
 June 30, June 30,
 2018 2017 2018 2017
Net income (loss)$(75) $135
 $90
 $327
Other comprehensive income:       
Adjustment to pension and other postretirement plans (net of tax of $-0-, $1, $1 and $2)2
 1
 3
 2
Net deferred gain (loss) from cash flow hedges (net of tax of $-0-, $-0-, $1 and $-0-)(1) —
 3
 (1)
Total1
 1
 6
 1
Comprehensive income (loss)$(74) $136
 $96
 $328

See Combined Notes to Unaudited Condensed Consolidated Financial Statements


CENTERPOINT ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Millions)
(Unaudited)

ASSETS

 June 30,
2018		 December 31,
2017
Current Assets:   
Cash and cash equivalents ($253 and $230 related to VIEs, respectively)$328
 $260
Investment in marketable securities584
 960
Accounts receivable ($112 and $73 related to VIEs, respectively), less bad debt reserve of $21 and $19, respectively958
 1,000
Accrued unbilled revenues207
 427
Natural gas inventory152
 222
Materials and supplies192
 175
Non-trading derivative assets74
 110
Taxes receivable39
 —
Prepaid expenses and other current assets ($37 and $35 related to VIEs, respectively)167
 241
Total current assets2,701
 3,395
    
Property, Plant and Equipment:   
Property, plant and equipment19,585
 19,031
Less: accumulated depreciation and amortization6,188
 5,974
Property, plant and equipment, net13,397
 13,057
    
Other Assets:   
Goodwill867
 867
Regulatory assets ($1,293 and $1,590 related to VIEs, respectively)2,067
 2,347
Non-trading derivative assets46
 44
Investment in unconsolidated affiliate2,451
 2,472
Preferred units – unconsolidated affiliate363
 363
Other216
 191
Total other assets6,010
 6,284
    
Total Assets$22,108
 $22,736
  Three Months Ended
  March 31,
  2019 2018
  (in millions)
Net income $169
 $165
Other comprehensive income (loss):    
Adjustment to pension and other postretirement plans (net of tax of $1 and $1) 1
 1
Net deferred gain (loss) from cash flow hedges (net of tax of $-0- and $1) (1) 4
Reclassification of deferred loss from cash flow hedges realized in net income (net of tax of $-0- and $-0-) 1
 —
Total 1
 5
Comprehensive income $170
 $170

See Combined Notes to Unaudited Condensed Consolidated Financial Statements



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

ASSETS

 March 31,
2019		 December 31,
2018
 (in millions)
Current Assets:   
Cash and cash equivalents ($242 and $335 related to VIEs, respectively)$255
 $4,231
Investment in marketable securities623
 540
Accounts receivable ($56 and $56 related to VIEs, respectively), less bad debt reserve of $29 and $18, respectively1,415
 1,190
Accrued unbilled revenues451
 378
Natural gas inventory115
 194
Materials and supplies256
 200
Non-trading derivative assets63
 100
Prepaid expenses and other current assets ($33 and $34 related to VIEs, respectively)241
 192
Total current assets3,419
 7,025
Property, Plant and Equipment:   
Property, plant and equipment29,011
 20,267
Less: accumulated depreciation and amortization9,499
 6,223
Property, plant and equipment, net19,512
 14,044
Other Assets:   
Goodwill5,129
 867
Regulatory assets ($977 and $1,059 related to VIEs, respectively)2,229
 1,967
Non-trading derivative assets33
 38
Investment in unconsolidated affiliates2,471
 2,482
Preferred units – unconsolidated affiliate363
 363
Intangible assets, net460
 65
Other286
 158
Total other assets10,971
 5,940
Total Assets$33,902
 $27,009

See Combined Notes to Unaudited Condensed Consolidated Financial Statements










CENTERPOINT ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS – (continued)
(In Millions, except share amounts)
(Unaudited)

LIABILITIES AND SHAREHOLDERS’ EQUITY

March 31,
2019		 December 31,
2018
June 30,
2018		 December 31,
2017		(in millions, except share amounts)
Current Liabilities:      
Short-term borrowings$—
 $39
Current portion of VIE Securitization Bonds long-term debt446
 434
$347
 $458
Indexed debt, net26
 122
23
 24
Current portion of other long-term debt50
 50
32
 —
Indexed debt securities derivative641
 668
687
 601
Accounts payable706
 963
1,181
 1,240
Taxes accrued103
 181
214
 204
Interest accrued118
 104
127
 121
Dividends accrued—
 120
—
 187
Customer deposits142
 86
Non-trading derivative liabilities26
 20
48
 126
Due to ZENS note holders382
 —
Other344
 368
338
 255
Total current liabilities2,842
 3,069
3,139
 3,302
   
Other Liabilities: 
  
 
  
Deferred income taxes, net3,168
 3,174
3,824
 3,239
Non-trading derivative liabilities12
 4
18
 5
Benefit obligations723
 785
888
 796
Regulatory liabilities2,521
 2,464
3,449
 2,525
Other412
 357
609
 402
Total other liabilities6,836
 6,784
8,788
 6,967
   
Long-term Debt: 
  
 
  
VIE Securitization Bonds, net1,193
 1,434
914
 977
Other long-term debt, net6,567
 6,761
12,845
 7,705
Total long-term debt, net7,760
 8,195
13,759
 8,682
   
Commitments and Contingencies (Note 14)

 



 

   
Shareholders’ Equity: 
  
 
  
Cumulative preferred stock, $0.01 par value, 20,000,000 shares authorized, none issued or outstanding—
 —
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 431,547,782 shares and 431,044,845 shares outstanding, respectively4
 4
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 outstanding790
 790
Series B Preferred Stock, $0.01 par value, $978 aggregate liquidation preference, 977,500 shares outstanding950
 950
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 502,168,182 shares and 501,197,784 shares outstanding, respectively5
 5
Additional paid-in capital4,215
 4,209
6,060
 6,072
Retained earnings513
 543
518
 349
Accumulated other comprehensive loss(62) (68)(107) (108)
Total shareholders’ equity4,670
 4,688
8,216
 8,058
   
Total Liabilities and Shareholders’ Equity$22,108
 $22,736
$33,902
 $27,009

See Combined Notes to Unaudited Condensed Consolidated Financial Statements

CENTERPOINT ENERGY, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
(In Millions)
(Unaudited)
Three Months Ended March 31,
Six Months Ended June 30,2019 2018
2018 2017(in millions)
Cash Flows from Operating Activities:      
Net income$90
 $327
$169
 $165
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation and amortization656
 480
313
 314
Amortization of deferred financing costs18
 12
7
 6
Amortization of intangible assets in non-utility cost of revenues9
 —
Deferred income taxes(12) 95
(14) (17)
Unrealized gain on marketable securities(23) (67)(83) (1)
Loss on indexed debt securities272
 23
86
 18
Write-down of natural gas inventory1
 —
1
 1
Equity in earnings of unconsolidated affiliate, net of distributions(9) (131)12
 (9)
Pension contributions(64) (18)(2) (62)
Changes in other assets and liabilities, excluding acquisitions:      
Accounts receivable and unbilled revenues, net232
 234
138
 39
Inventory52
 (20)120
 139
Taxes receivable(39) 30
Accounts payable(246) (158)(332) (209)
Fuel cost recovery69
 (12)58
 64
Non-trading derivatives, net64
 (49)(40) 64
Margin deposits, net(9) (43)19
 (28)
Interest and taxes accrued(64) (17)(116) (32)
Net regulatory assets and liabilities57
 (34)(3) 42
Other current assets(4) 10
16
 (15)
Other current liabilities(13) (29)(101) 1
Other assets(3) (1)58
 (3)
Other liabilities60
 27
(39) 5
Other, net8
 18
Other operating activities, net(5) 2
Net cash provided by operating activities1,093
 677
271
 484
Cash Flows from Investing Activities:      
Capital expenditures(697) (649)(537) (362)
Acquisitions, net of cash acquired—
 (132)(5,987) —
Distributions from unconsolidated affiliate in excess of cumulative earnings30
 149
—
 14
Proceeds from sale of marketable securities398
 —
—
 16
Other, net2
 (8)
Other investing activities, net(15) 1
Net cash used in investing activities(267) (640)(6,539) (331)
Cash Flows from Financing Activities:      
Decrease in short-term borrowings, net(39) (11)
Increase (decrease) in short-term borrowings, net—
 (39)
Proceeds from (payments of) commercial paper, net(1,188) 284
2,692
 (837)
Proceeds from long-term debt, net997
 298
721
 997
Payments of long-term debt(230) (469)(994) (165)
Long-term revolving credit facility135
 —
Debt issuance costs(35) (6)(8) (7)
Payment of dividends on common stock(240) (230)
Payment of dividends on Common Stock(144) (120)
Payment of dividends on Preferred Stock(43) —
Distribution to ZENS note holders(16) —
—
 (16)
Other, net(5) (4)
Net cash used in financing activities(756) (138)
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash70
 (101)
Other financing activities, net(14) (5)
Net cash provided by (used in) financing activities2,345
 (192)
Net Decrease in Cash, Cash Equivalents and Restricted Cash(3,923) (39)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period296
 381
4,278
 296
Cash, Cash Equivalents and Restricted Cash at End of Period$366
 $280
$355
 $257

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 March 31,
 2019 2018
 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 period2
 $1,740
 —
 $—
Balance, end of period2
 1,740
 —
 —
Common Stock, $0.01 par value; authorized 1,000,000,000 shares 
  
  
  
Balance, beginning of period501
 5
 431
 4
Issuances related to benefit and investment plans1
 —
 —
 —
Balance, end of period502
 5
 431
 4
Additional Paid-in-Capital     
  
Balance, beginning of period  6,072
  
 4,209
Issuances related to benefit and investment plans  (12)  
 (1)
Balance, end of period  6,060
  
 4,208
Retained Earnings   
  
  
Balance, beginning of period  349
  
 543
Net income  169
  
 165
Balance, end of period  518
  
 708
Accumulated Other Comprehensive Loss   
  
  
Balance, beginning of period  (108)  
 (68)
Other comprehensive income  1
  
 5
Balance, end of period  (107)  
 (63)
Total Shareholders’ Equity  $8,216
  
 $4,857

 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
(Millions of Dollars)
(Unaudited)
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended March 31,
2018 2017 2018 20172019 2018
 (in millions)
Revenues$854
 $752
 $1,609
 $1,390
$686
 $755
       
Expenses: 
  
  
  
 
  
Operation and maintenance351
 343
 693
 684
368
 342
Depreciation and amortization262
 180
 495
 332
175
 233
Taxes other than income taxes60
 58
 121
 118
62
 61
Total673
 581
 1,309
 1,134
605
 636
Operating Income181
 171
 300
 256
81
 119
       
Other Income (Expense): 
  
  
  
 
  
Interest and other finance charges(36) (32) (69) (65)(40) (33)
Interest on Securitization Bonds(14) (20) (30) (40)(12) (16)
Other, net(3) (2) (6) (6)
Other income (expense), net4
 (3)
Total(53) (54) (105) (111)(48) (52)
Income Before Income Taxes128
 117
 195
 145
33
 67
Income tax expense27
 42
 42
 52
6
 15
Net Income$101
 $75
 $153
 $93
$27
 $52

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
(Millions of Dollars)
(Unaudited)
Three Months Ended March 31,
Three Months Ended June 30, Six Months Ended June 30,2019 2018
2018 2017 2018 2017(in millions)
Net income$101
 $75
 $153
 $93
$27
 $52
Other comprehensive income:          
Net deferred gain (loss) from cash flow hedges (net of tax of $-0-, $-0-, $1 and $-0-)—
 —
 4
 (1)
Net deferred gain (loss) from cash flow hedges (net of tax of $-0- and $1)(1) 4
Total—
 —
 4
 (1)(1) 4
Comprehensive income$101
 $75
 $157
 $92
$26
 $56

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
(Millions of Dollars)
(Unaudited)

ASSETS
March 31,
2019		 December 31,
2018
June 30,
2018		 December 31,
2017		(in millions)
Current Assets:      
Cash and cash equivalents ($253 and $230 related to VIEs, respectively)$253
 $238
Accounts and notes receivable ($112 and $73 related to VIEs, respectively), less bad debt reserve of $1 and $1, respectively389
 284
Cash and cash equivalents ($242 and $335 related to VIEs, respectively)$243
 $335
Accounts and notes receivable ($56 and $56 related to VIEs, respectively), less bad debt reserve of $1 and $1, respectively286
 283
Accounts and notes receivable–affiliated companies32
 7
991
 20
Accrued unbilled revenues122
 120
86
 110
Materials and supplies125
 119
134
 135
Taxes receivable23
 —
—
 5
Prepaid expenses and other current assets ($37 and $35 related to VIEs, respectively)59
 62
Prepaid expenses and other current assets ($33 and $34 related to VIEs, respectively)46
 61
Total current assets1,003
 830
1,786
 949
   
Property, Plant and Equipment:      
Property, plant and equipment11,812
 11,496
12,287
 12,148
Less: accumulated depreciation and amortization3,741
 3,633
3,743
 3,746
Property, plant and equipment, net8,071
 7,863
8,544
 8,402
   
Other Assets: 
  
 
  
Regulatory assets ($1,293 and $1,590 related to VIEs, respectively)1,321
 1,570
Regulatory assets ($977 and $1,059 related to VIEs, respectively)1,056
 1,124
Other35
 29
34
 32
Total other assets1,356
 1,599
1,090
 1,156
   
Total Assets$10,430
 $10,292
$11,420
 $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
(Millions of Dollars)
(Unaudited)

LIABILITIES AND MEMBER’S EQUITY
March 31,
2019		 December 31,
2018
June 30,
2018		 December 31,
2017		(in millions)
Current Liabilities: 
  
 
  
Current portion of VIE Securitization Bonds long-term debt$446
 $434
$347
 $458
Accounts payable208
 243
238
 262
Accounts and notes payable–affiliated companies121
 104
37
 78
Taxes accrued61
 116
65
 115
Interest accrued75
 65
56
 64
Non-trading derivative liabilities—
 24
Other93
 120
76
 89
Total current liabilities1,004
 1,082
819
 1,090
Other Liabilities: 
  
 
  
Deferred income taxes, net1,025
 1,059
1,015
 1,023
Benefit obligations143
 146
88
 91
Regulatory liabilities1,265
 1,263
1,272
 1,298
Other56
 54
68
 65
Total other liabilities2,489
 2,522
2,443
 2,477
Long-term Debt: 
  
 
  
VIE Securitization Bonds, net1,193
 1,434
914
 977
Other, net3,280
 2,885
3,970
 3,281
Total long-term debt, net4,473
 4,319
4,884
 4,258
   
Commitments and Contingencies (Note 14)
 

 
   
Member’s Equity:      
Common stock—
 —
—
 —
Paid-in capital1,697
 1,696
Additional paid-in capital2,486
 1,896
Retained earnings763
 673
803
 800
Accumulated other comprehensive income4
 —
Accumulated other comprehensive loss(15) (14)
Total member’s equity2,464
 2,369
3,274
 2,682
   
Total Liabilities and Member’s Equity$10,430
 $10,292
$11,420
 $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
(Millions of Dollars)
(Unaudited)
Three Months Ended March 31,
Six Months Ended June 30,2019 2018
2018 2017(in millions)
Cash Flows from Operating Activities:      
Net income$153
 $93
$27
 $52
Adjustments to reconcile net income to net cash provided by operating activities: 
  
 
  
Depreciation and amortization495
 332
175
 233
Amortization of deferred financing costs6
 6
3
 3
Deferred income taxes(38) 23
(15) (20)
Changes in other assets and liabilities: 
  
 
  
Accounts and notes receivable, net(107) (63)21
 9
Accounts receivable/payable–affiliated companies78
 (35)(32) (5)
Inventory(6) (1)1
 4
Accounts payable(6) 57
2
 (16)
Taxes receivable(23) (38)5
 —
Interest and taxes accrued(45) (41)(58) (54)
Non-trading derivatives, net(25) —
Net regulatory assets and liabilities(59) (59)(44) (26)
Other current assets4
 2
13
 2
Other current liabilities(11) (7)(7) (2)
Other assets2
 4
3
 1
Other liabilities2
 1
(1) (2)
Other, net(2) 5
Other operating activities, net(2) 1
Net cash provided by operating activities443
 279
66
 180
Cash Flows from Investing Activities: 
  
 
  
Capital expenditures(441) (414)(258) (230)
Decrease (increase) in notes receivable–affiliated companies(26) 5
Other, net(1) (9)
Increase in notes receivable–affiliated companies(979) (133)
Other investing activities, net—
 (1)
Net cash used in investing activities(468) (418)(1,237) (364)
Cash Flows from Financing Activities: 
  
 
  
Proceeds from long-term debt, net398
 298
696
 398
Payments of long-term debt(230) (219)(175) (165)
Decrease in notes payable–affiliated companies(60) —
(1) (60)
Dividend to parent(63) (42)(24) (32)
Contribution from parent590
 —
Debt issuance costs(4) (3)(7) (3)
Other, net1
 1
Other financing activities, net(1) 1
Net cash provided by financing activities42
 35
1,078
 139
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash17
 (104)
Net Decrease in Cash, Cash Equivalents and Restricted Cash(93) (45)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period274
 381
370
 274
Cash, Cash Equivalents and Restricted Cash at End of Period$291
 $277
$277
 $229

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 March 31,
 2019 2018
 Shares Amount Shares Amount
 (in millions, except share amounts)
Common Stock 
  
  
  
Balance, beginning of period1,000
 $—
 1,000
 $—
Balance, end of period1,000
 —
 1,000
 —
Additional Paid-in-Capital   
  
  
Balance, beginning of period  1,896
  
 1,696
Contribution from Parent  590
   —
Other  —
   1
Balance, end of period  2,486
  
 1,697
Retained Earnings   
  
  
Balance, beginning of period  800
  
 673
Net income  27
  
 52
Dividend to parent  (24)   (32)
Balance, end of period  803
  
 693
Accumulated Other Comprehensive Income (Loss)       
Balance, beginning of period  (14)   —
Other comprehensive income (loss)  (1)   4
Balance, end of period  (15)   4
Total Member’s Equity  $3,274
  
 $2,394

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 June 30, Six Months Ended June 30,
 2018 2017 2018 2017
        
Revenues:       
Utility revenues$487
 $470
 $1,630
 $1,377
Non-utility revenues841
 917
 2,098
 2,103
Total1,328
 1,387
 3,728
 3,480
        
Expenses: 
  
  
  
Utility natural gas188
 150
 825
 600
Non-utility natural gas790
 882
 2,063
 2,011
Operation and maintenance217
 190
 455
 405
Depreciation and amortization72
 68
 145
 134
Taxes other than income taxes39
 38
 87
 72
Total1,306
 1,328
 3,575
 3,222
Operating Income22
 59
 153
 258
        
Other Income (Expense): 
  
  
  
Interest and other finance charges(33) (31) (62) (60)
Equity in earnings of unconsolidated affiliate, net58
 59
 127
 131
Other, net(1) (4) (5) (9)
Total24
 24
 60
 62
Income Before Income Taxes46
 83
 213
 320
Income tax expense10
 29
 47
 119
Net Income$36
 $54
 $166
 $201



  Three Months Ended
  March 31,
  2019 2018
  (in millions)
Revenues:    
Utility revenues $1,185
 $1,143
Non-utility revenues 1,183
 1,257
Total 2,368
 2,400
Expenses:  
  
Utility natural gas 625
 637
Non-utility cost of revenues, including natural gas 1,171
 1,273
Operation and maintenance 250
 238
Depreciation and amortization 77
 73
Taxes other than income taxes 49
 48
Total 2,172
 2,269
Operating Income 196
 131
Other Income (Expense):  
  
Interest and other finance charges (29) (29)
Other expense, net (3) (4)
Total (32) (33)
Income From Continuing Operations Before Income Taxes 164
 98
Income tax expense 26
 20
Income From Continuing Operations 138
 78
Income from discontinued operations (net of tax of $-0- and $17, respectively) —
 52
Net Income $138
 $130

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 COMPREHENSIVE INCOME
(Millions of Dollars)
(Unaudited)

Three Months Ended Six Months Ended Three Months Ended
June 30, June 30, March 31,
2018 2017 2018 2017 2019 2018
        (in millions)
Net income$36
 $54
 $166
 $201
 $138
 $130
Comprehensive income$36
 $54
 $166
 $201
 $138
 $130

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 CONSOLIDATED BALANCE SHEETS
(Millions of Dollars)
(Unaudited)
 
ASSETS
March 31,
2019		 December 31,
2018
June 30,
2018		 December 31,
2017		(in millions)
Current Assets:
      
Cash and cash equivalents$1
 $12
$1
 $14
Accounts receivable, less bad debt reserve of $20 and $18, respectively566
 713
Accounts receivable, less bad debt reserve of $22 and $17, respectively856
 894
Accrued unbilled revenues85
 307
191
 268
Accounts and notes receivable–affiliated companies15
 6
232
 120
Materials and supplies67
 56
67
 65
Natural gas inventory152
 222
72
 194
Non-trading derivative assets74
 110
63
 100
Prepaid expenses and other current assets80
 166
65
 115
Total current assets1,040
 1,592
1,547
 1,770
   
Property, Plant and Equipment:      
Property, plant and equipment7,104
 6,888
7,533
 7,431
Less: accumulated depreciation and amortization2,136
 2,036
2,260
 2,205
Property, plant and equipment, net4,968
 4,852
5,273
 5,226
   
Other Assets: 
  
 
  
Goodwill867
 867
867
 867
Regulatory assets173
 181
180
 181
Non-trading derivative assets46
 44
33
 38
Investment in unconsolidated affiliate2,451
 2,472
Other97
 104
165
 132
Total other assets3,634
 3,668
1,245
 1,218
   
Total Assets$9,642
 $10,112
$8,065
 $8,214

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 CONSOLIDATED BALANCE SHEETS
(Millions of Dollars)
(Unaudited)
 
LIABILITIES AND STOCKHOLDER’S EQUITY

March 31,
2019		 December 31,
2018
June 30,
2018		 December 31,
2017		(in millions)
Current Liabilities: 
  
 
  
Short-term borrowings$—
 $39
Accounts payable434
 669
$570
 $856
Accounts and notes payable–affiliated companies36
 611
38
 50
Taxes accrued48
 75
81
 82
Interest accrued38
 32
31
 38
Customer deposits75
 76
76
 75
Non-trading derivative liabilities26
 20
47
 102
Other152
 137
136
 137
Total current liabilities809
 1,659
979
 1,340
   
Other Liabilities: 
  
 
  
Deferred income taxes, net1,330
 1,289
443
 406
Non-trading derivative liabilities12
 4
9
 5
Benefit obligations98
 97
94
 93
Regulatory liabilities1,256
 1,201
1,233
 1,227
Other352
 297
362
 329
Total other liabilities3,048
 2,888
2,141
 2,060
   
Long-Term Debt2,722
 2,457
2,384
 2,371
   
Commitments and Contingencies (Note 14)

 



 

   
Stockholder’s Equity:      
Common stock—
 —
—
 —
Paid-in capital2,528
 2,528
Additional paid-in capital2,015
 2,015
Retained earnings529
 574
541
 423
Accumulated other comprehensive income6
 6
5
 5
Total stockholder’s equity3,063
 3,108
2,561
 2,443
   
Total Liabilities and Stockholder’s Equity$9,642
 $10,112
$8,065
 $8,214


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 CASH FLOWS
(Millions of Dollars)
(Unaudited)
Three Months Ended March 31,
Six Months Ended June 30,2019 2018
2018 2017(in millions)
Cash Flows from Operating Activities:      
Net income$166
 $201
$138
 $130
Adjustments to reconcile net income to net cash provided by operating activities: 
  
Less: Income from discontinued operations, net of tax—
 52
Income from continuing operations138
 78
Adjustments to reconcile income from continuing operations to net cash provided by operating activities: 
  
Depreciation and amortization145
 134
77
 73
Amortization of deferred financing costs4
 4
3
 2
Deferred income taxes41
 115
21
 14
Write-down of natural gas inventory1
 —
1
 1
Equity in earnings of unconsolidated affiliate, net of distributions(9) (131)
Changes in other assets and liabilities, excluding acquisitions: 
  
 
  
Accounts receivable and unbilled revenues, net339
 295
102
 29
Accounts receivable/payable–affiliated companies(14) (1)(18) (4)
Inventory58
 (18)119
 135
Accounts payable(248) (203)(255) (173)
Fuel cost recovery69
 (12)58
 64
Interest and taxes accrued(21) (27)(8) (10)
Non-trading derivatives, net61
 (49)(26) 60
Margin deposits, net(9) (43)19
 (28)
Net regulatory assets and liabilities92
 (1)19
 55
Other current assets7
 12
7
 3
Other current liabilities8
 (14)(8) 19
Other assets4
 5
(12) 3
Other liabilities52
 10
10
 4
Other, net—
 1
Other operating activities, net1
 1
Net cash provided by operating activities from continuing operations248
 326
Net cash provided by operating activities from discontinued operations—
 60
Net cash provided by operating activities746
 278
248
 386
Cash Flows from Investing Activities: 
  
 
  
Capital expenditures(230) (223)(146) (114)
Distributions from unconsolidated affiliate in excess of cumulative earnings30
 149
Acquisitions, net of cash acquired—
 (132)
Other, net3
 1
Increase in notes receivable–affiliated companies(106) —
Other investing activities, net2
 3
Net cash used in investing activities from continuing operations(250) (111)
Net cash provided by investing activities from discontinued operations—
 14
Net cash used in investing activities(197) (205)(250) (97)
Cash Flows from Financing Activities: 
  
 
  
Decrease in short-term borrowings, net(39) (11)
Increase (decrease) in short-term borrowings, net—
 (39)
Proceeds from (payments of) commercial paper, net(333) 149
11
 (172)
Proceeds from long-term debt599
 —
—
 599
Dividends to parent(211) (248)(20) (86)
Debt issuance costs(5) (1)—
 (4)
Decrease in notes payable–affiliated companies(570) —
—
 (570)
Contribution from parent—
 38
Other, net(1) —
Other financing activities, net(2) (2)
Net cash used in financing activities from continuing operations(11) (274)
Net cash provided by financing activities from discontinued operations—
 —
Net cash used in financing activities(560) (73)(11) (274)
Net Decrease in Cash and Cash Equivalents(11) —
Cash and Cash Equivalents at Beginning of Period12
 1
Cash and Cash Equivalents at End of Period$1
 $1
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash(13) 15
Cash, Cash Equivalents and Restricted Cash at Beginning of Period25
 12
Cash, Cash Equivalents and Restricted Cash at End of Period$12
 $27

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 CHANGES IN EQUITY
(Unaudited)

 Three Months Ended March 31,
 2019 2018
 Shares Amount Shares Amount
 (in millions, except share amounts)
Common Stock       
Balance, beginning of period1,000
 $—
 1,000
 $—
Balance, end of period1,000
 —
 1,000
 —
Additional Paid-in-Capital   
  
  
Balance, beginning of period  2,015
  
 2,528
Other  —
   (1)
Balance, end of period  2,015
  
 2,527
Retained Earnings   
  
  
Balance, beginning of period  423
  
 574
Net income  138
  
 130
Dividend to parent  (20)  
 (86)
Balance, end of period  541
  
 618
Accumulated Other Comprehensive Income   
  
  
Balance, beginning of period  5
  
 6
Balance, end of period  5
  
 6
Total Stockholder’s Equity                                                             $2,561
  
 $3,151

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

No RegistrantGeneral. 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 any representationsno representation as to information relating exclusively to the information related solely to CenterPoint Energyother Registrants or the subsidiaries of CenterPoint Energy other than itself.itself or its subsidiaries.

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

Included in this combined Form 10-Q are the Interim Condensed Financial Statements of CenterPoint Energy, Houston Electric and CERC, which are referred to collectively as the Registrants. The Combined Notes to the Unaudited Condensed Consolidated Financial Statements apply to all Registrants and specific references to Houston Electric and CERC herein also pertain to CenterPoint Energy, unless otherwise indicated. The Interim Condensed Financial Statements are unaudited, omit certain financial statement disclosures and should be read with each of the Registrants’ 2017combined 2018 Form 10-K.

Background. CenterPoint Energy, Inc. is a public utility holding company. CenterPoint Energy’s operating subsidiaries, Houston Electriccompany and CERC, own and operate electric transmission and distribution and natural gas distribution facilities, supply natural gas to commercial and industrial customers and electric and natural gas utilities and ownowns 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 cash. On the Merger Date, Vectren became a wholly-owned subsidiary of CenterPoint Energy.

As of March 31, 2019, CenterPoint Energy’s operating subsidiaries were as follows:

Houston Electric engages in theowns and operates electric transmission and distribution businessfacilities in the Texas Gulf Coast area that includes the city of Houston; and

CERC Corp. (i) owns and operates natural gas distribution systems in six states and (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 33over 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 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 provides energy performance contracting and sustainable infrastructure services, such as renewables, distributed generation and combined heat and power projects.


As of June 30, 2018, CERC Corp.March 31, 2019, CenterPoint Energy, indirectly through CNP Midstream, owned approximately 54.0%53.8% of the common units representing limited partner interests in Enable, which50% 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 June 30, 2018, CenterPoint Energy also owned an aggregate of 14,520,000 Series A Preferred Units in Enable.

As of June 30, 2018,March 31, 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 specificallysolely 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.

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

The following table provides an overview of certain recently adopted or issued accounting pronouncements applicable to all the Registrants, unless otherwise noted.
Recently Adopted Accounting Standards
ASU Number and Name Description Date of Adoption 
Financial Statement Impact
upon Adoption
ASU 2014-09- Revenue from Contracts with Customers2016-02- Leases (Topic 606)842) and related amendments 
This standardASU 2016-02 provides a comprehensive new revenue recognitionlease model that requires revenuelessees to be recognized in a manner that depicts the transferrecognize assets and liabilities for most leases and would change certain aspects 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.
lessor accounting.
Transition method: modified retrospective

January 1, 2018Note 4 addresses the disclosure requirements. Adoption of the standard did not result in significant changes to revenue recognition. A substantial amount of the Registrants’ revenues are tariff and/or derivative based, which were not significantly impacted by these ASUs.
ASU 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
This standard clarifies when and how to apply ASC 610-20, which was issued as part of ASU 2014-09. It amends or supersedes the guidance in ASC 350 and ASC 360 on determining a gain or loss recognized upon the derecognition of nonfinancial assets.
Transition method: modified retrospective
 January 1, 2018ASU 2017-05 eliminates industry specific guidance, including ASC 360-20 Property, Plant, and Equipment - Real Estate Sales, for the recognition of gains or losses upon the sale of in-substance real estate. CenterPoint Energy and CERC elected to apply the practical expedient upon adoption to only evaluate transactions that were not determined to be complete as of the date of adoption. Subsequent to adoption, gains or losses on sales or dilution events in CenterPoint Energy’s or CERC’s investment in Enable may result in gains or losses recognized in earnings. See Note 9 for further discussion.
ASU 2016-01-Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities

ASU 2018-03-Technical Corrections and Improvements to Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities
This standard 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. It also changes certain disclosure requirements and other aspects related to recognition and measurement of financial assets and financial liabilities.
Transition method: cumulative-effect adjustment to beginning retained earnings, and two features prospective
January 1, 20182019 The adoptionRegistrants adopted the standard and recognized a right-of-use asset and lease liability on their statement of this standard did not have anfinancial position with no material impact on the Registrants’ financial position,their results of operations orand cash flows. The Registrants elected the practicability exception for investments without a readily determinable fair value to be measured at cost. This includes the Series A Preferred Units in Enable, which were previously accounted for under the cost method. See Note 919 for further discussion.
ASU 2016-15- Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments
This standard provides clarifying guidance on the classification of certain cash receipts and payments in the statement of cash flows and eliminates the variation in practice related to such classifications.
Transition method:retrospective
January 1, 2018The adoption did not have a material impact on the Registrants’ financial position, results of operations or disclosures. However, CenterPoint Energy’s and Houston Electric’s Condensed Statements of Consolidated Cash Flows reflect an increase in investing activities and a corresponding decrease in operating activities of $1 million and $3 million for the six months ended June 30, 2018 and 2017, respectively, due to the requirement that cash proceeds from COLI policies be classified as cash inflows from investing activity.
ASU 2016-18- Statement of Cash Flows (Topic 230): Restricted Cash
This standard 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.
Transition method: retrospective
January 1, 2018The adoption of this standard did not have an impact on the Registrants’ financial position, results of operations or disclosures. However, CenterPoint Energy’s and Houston Electric’s Condensed Statements of Consolidated Cash Flows are reconciled to cash, cash equivalents and restricted cash, resulting in a decrease in investing activities of $2 million and an increase in investing activities of $8 million for the six months ended June 30, 2018 and 2017, respectively.information.

Recently Adopted Accounting Standards
ASU Number and NameDescriptionDate of Adoption
Financial Statement Impact
upon Adoption
ASU 2017-01- Business Combinations (Topic 805): Clarifying the Definition of a Business
This standard 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.
Transition method: prospective
January 1, 2018The adoption of this revised definition will reduce the number of transactions that are accounted for as a business combination, and therefore may have a potential impact on the Registrants’ accounting for future acquisitions.
ASU 2017-04- Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment
This standard eliminates Step 2 of the goodwill impairment test, which required 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.
Transition method: prospective
January 1, 2018The adoption of this standard will have an impact on CenterPoint Energy’s and CERC’s future calculation of goodwill impairments if an impairment is identified.
ASU 2017-07- Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost
This standard 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.
Transition method: retrospective for the presentation of the service cost component and other components; prospective for the capitalization of the service cost component
January 1, 2018The adoption of this standard did not have a material impact on the Registrants’ financial position, results of operations, cash flows or disclosures; however, it resulted in the increases to operating income and corresponding decreases to other income reported in the table below. Other components previously capitalized in assets will be recorded as regulatory assets in the Registrants’ rate-regulated businesses, prospectively.
ASU 2017-09- Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting
This standard clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as a modification. Entities will apply the modification accounting guidance if the value, vesting conditions or classification of the award changes.
Transition method: prospective
January 1, 2018The adoption of this standard will have an impact on CenterPoint Energy’s accounting for future changes to share-based payment awards.

The table below reflects the impact of adoption of ASU 2017-07:
 Three Months Ended June 30,
 2018 2017
 CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC
 (in millions)
Increase to operating income$15
 $8
 $4
 $17
 $7
 $6
Decrease to other income15
 8
 4
 17
 7
 6
 Six Months Ended June 30,
 2018 2017
 CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC
 (in millions)
Increase to operating income$29
 $15
 $8
 $34
 $15
 $11
Decrease to other income29
 15
 8
 34
 15
 11


Issued, Not Yet Effective Accounting Standards
ASU Number and Name Description Effective Date of Adoption 
Financial Statement Impact
upon Adoption
ASU 2016-02- Leases2016-13- Financial Instruments-Credit Losses (Topic 842) and related amendments



ASU 2018-01- Leases (Topic 842) Land Easement Practical Expedient for Transition to Topic 842
326): Measurement of Credit Losses on Financial Instruments		 
ASU 2016-02 providesThis standard, including standards amending this standard, requires a comprehensive new lease model thatcalled 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 lesseesan entity to recognize assetsestimate the credit losses expected over the life of an exposure based on historical information, current information and liabilities for most leasesreasonable and would change certain aspectssupportable forecasts, including estimates of lessor accounting.prepayments.
Transition method: modified retrospective

ASU 2018-01 allows entities to elect not to assess whether existing land easements that were not previously accounted for in accordance with ASC 840 Leases under ASC 842 Leases when transitioning to the new leasing standard.
 
January 1, 2019 2020
Early adoption is permitted
 The Registrants will elect the practical expedient on existing easements provided by ASU 2018-01 and are evaluating other available transitional practical expedients. The Registrants are in the process of reviewing contracts to identify leases as defined in ASU 2016-02 and expect to recognize on the statements of financial position right-of-use assets and lease liabilities for the majority of their respective leases that are currently classified as operating leases. The Registrants are continuing to assessassessing the impact that adoption of these standardsthis standard will have on their financial position, results of operations, cash flows and disclosures.
ASU 2017-12- Derivatives and Hedging2018-13- Fair Value Measurement (Topic 815)820): Targeted ImprovementsDisclosure Framework-Changes to Accountingthe Disclosure Requirements for Hedging ActivitiesFair Value Measurement 
This standard expands an entity’s ability to hedge nonfinancialeliminates, modifies and financial risk components and reduce complexity inadds certain disclosure requirements for 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.
measurements.
Transition method:method cumulative-effect adjustment for elimination of the separate measurement of ineffectiveness;: prospective for presentationadditions and disclosureone modification and retrospective for all other amendments
 Adoption of eliminations and modifications as of September 30, 2018; Additions will be adopted January 1, 2019 2020The 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 allow the Registrants to capitalize certain implementation costs incurred in cloud computing arrangements that are accounted for as service contracts. The Registrants are currently assessing the impact that adoption of this standard will have on their financial position, results of operations, cash flows and disclosures.
ASU 2018-02-Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income
This standard allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the TCJA and requires entities to provide certain disclosures regarding stranded tax effects.
Transition method: either in the period of adoption or retrospective
January 1, 2019
Early adoption is permitted
The adoption of this standard will allow the Registrants to reclass stranded deferred tax adjustments primarily related to benefit plans from other comprehensive income to retained earnings. The Registrants are currently assessing the impact that adoption of this standard will have on their financial position and disclosures.

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

(3) Proposed Merger with VectrenMergers and Acquisitions (CenterPoint Energy)

Merger with Vectren. On April 21, 2018, CenterPoint Energy entered into the Merger Agreement. Under the terms ofDate, pursuant to the Merger Agreement, CenterPoint Energy will acquireconsummated the previously announced Merger and acquired Vectren for approximately $6 billion in cash. Upon closing, Vectren will become a wholly-owned subsidiary of CenterPoint Energy.

Pursuant to the Merger Agreement, upon the closing of the Merger, eachEach share of Vectren common stock issued and outstanding immediately prior to the closing will bewas canceled and converted automatically into the right to receive $72.00 in cash per share.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 expectscash settled $78 million in outstanding share-based awards issued prior to finance the Merger withDate by Vectren to its employees.  As a combinationresult of debt, equity-linkedthe Merger, CenterPoint Energy assumed a liability for these share-based awards of $41 million and equity issuancesrecorded an incremental cost of $37 million in Operation and has obtained commitments by lenders for a Bridge Facility to provide flexibilitymaintenance expenses on its Condensed Statements of Consolidated Income for the timingthree months ended March 31, 2019 for the accelerated vesting of the long-term acquisition financing and fund,awards in part, amounts payable byaccordance with the Merger Agreement.


Subsequent to the close of 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 Condensed Statements of Consolidated Income for the three months ended March 31, 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 agreements previously entered into by VUHI and 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 have been recorded at their estimated fair values on the Merger Date.

Vectren’s regulated operations, comprised of electric generation and electric and natural gas 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 fair value of Vectren’s assets acquired and liabilities assumed that are not subject to the 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 March 31, 2019 (in millions):
Cash and cash equivalents $16
Other current assets 601
Property, plant and equipment, net 5,147
Identifiable intangibles 402
Regulatory assets 335
Other assets 151
Total assets acquired 6,652
Current liabilities 690
Regulatory liabilities 944
Other liabilities 891
Long-term debt 2,401
Total liabilities assumed 4,926
Net assets acquired 1,726
Goodwill 4,256
Total purchase price consideration $5,982

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 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, (2) intangible assets and goodwill, (3) deferred taxes, (4) regulatory assets and liabilities, (5) long-term debt and (6) other assets and liabilities.


The excess of the purchase price over the estimated fair values of the assets acquired and liabilities assumed is recognized as goodwill, 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 well as scale in attractive jurisdictions and economies. CenterPoint Energy is currently determining the allocation of goodwill to reportable units. CenterPoint Energy anticipates that the value assigned to goodwill will not be deductible for tax purposes.

The estimated fair value of the identifiable intangible assets and related useful lives as included in the preliminary purchase price allocation include:
  Weighted Average Useful Lives Estimated Fair Value
  (in years) (in millions)
Operation and maintenance agreements 24 $48
Customer relationships 19 229
Construction backlog 1 54
Trade names 10 71
Total   $402

Amortization expense related to the operation and maintenance agreements and construction backlog was $9 million for the period from February 1, 2019 to March 31, 2019 and is included in Non-utility cost of revenues, including natural gas on CenterPoint Energy’s Condensed Statements of Consolidated Income. Amortization expense related to customer relationships and trade names was $3 million for the period from February 1, 2019 to March 31, 2019 and is included in Depreciation and amortization expense on CenterPoint Energy’s Condensed Statements of Consolidated Income.

The results of operations for Vectren have been included in CenterPoint Energy’s Interim Condensed Financial Statements from the Merger Date and consist of operating revenues of $473 million and a net loss of $31 million for the period ended March 31, 2019.

The following unaudited pro forma financial information reflects the consolidated results of operations of CenterPoint Energy, assuming the Merger had taken place on January 1, 2018. Pro forma net income for 2019 was adjusted to exclude $37 million of Vectren Merger-related transaction costs incurred in 2019; interest income of $9 million resulting from temporary investment of Merger financing funds prior to the consummation of the Merger; and $4 million of intangible assets amortization. Pro forma net income for 2018 was adjusted to include $56 million of Vectren Merger-related transaction costs and $28 million of CenterPoint Energy Merger-related transaction costs incurred from April 1, 2018 to March 31, 2019; additional interest expense of $10 million from the Merger financings; and $18 million of intangible assets amortization.

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 Merger taken place on the dates indicated or the future consolidated results of operations of the combined company.
   Three Months Ended March 31,
   2019 2018
  (in millions)
Operating revenues  $3,780
 $3,618
Net income  185
 100

CenterPoint Energy incurred integration costs of $8 million in connection with the Merger. All outstanding debt held by VectrenMerger for the three months ended March 31, 2019, which were included in Operation and its subsidiaries will be assumedmaintenance expenses in CenterPoint Energy’s Condensed Statements of Consolidated Income.

Acquisition of Utility Pipeline Construction Company. Another acquisition was made during the three months ended March 31, 2019 by CenterPoint Energy atEnergy’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 initial purchase price of $21 million is subject to change due to a working capital adjustment clause, and the closingpurchase price allocation also 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 Merger. As of June 30, 2018, Vectren and its subsidiaries had outstanding $248 million of short-term debt and $2.0 billion of long-term debt, including current maturities. It is anticipated that Vectren and its subsidiaries will have approximately $2.5 billion of outstanding short-term and long-term debt as of December 31, 2018.

Consummation of the Merger is conditioned upon approval by federal regulatory commissions, orders from state regulatory commissions, expiration or termination of the applicable HSR waiting period and approval of the Merger by Vectren shareholders. In June 2018,acquisition were not significant to CenterPoint Energy and Vectren (i) submitted their filings with the FERC and the FCC and pursuant to the HSR Act and (ii) initiated informational proceedings with regulators in Indiana and Ohio. On June 26, 2018, CenterPoint Energy and Vectren received notice from the FTC granting early termination of the waiting period under the HSR Act in connection with the Merger. On July 16, 2018, Vectren filed its definitive proxy statement, as supplemented, with the SECEnergy’s consolidated financial results for a special meeting of its shareholders to be held on August 28, 2018 in connection with the Merger.

The Merger Agreement contains termination rights for both CenterPoint Energy and Vectren, and provides that, upon termination of the Merger Agreement under specified circumstances, CenterPoint Energy would be required to pay a termination fee of $210 million to Vectren and Vectren would be required to pay CenterPoint Energy a termination fee of $150 million. Subject

to receipt of required regulatory and statutory approvals and satisfaction and/or waiver of the closing conditions, CenterPoint Energy continues to anticipate closing the Merger in the first quarter of 2019.all periods presented.

(4) Revenue Recognition

The Registrants adopted ASC 606 and all related amendments on January 1, 2018 using the modified retrospective method for those contracts that were not completed as of the date of adoption. Application of the new revenue standard did not result in a cumulative effect adjustment to the opening balance of retained earnings. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The adoption of the new standard did not have a material impact on the Registrants’ financial position, results of operations or cash flows.

In accordance with ASC 606, 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. Contract assets and liabilities are not material.

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

CenterPoint Energy
  Three Months Ended June 30,
  2018 2017
  Electric Transmission & Distribution (1) Natural Gas Distribution (1) 
Energy
 Services
 (2)
 Other Operations (2) Total Electric Transmission & Distribution (1) Natural Gas Distribution (1) 
Energy
 Services
 (2)
 Other Operations (2) Total
  (in millions)
Revenue from contracts $860
 $509
 $78
 $2
 $1,449
 $758
 $463
 $116
 $1
 $1,338
Derivatives income —
 —
 782
 —
 782
 —
 —
 815
 —
 815
Other (3) (6) (14) —
 2
 (18) (6) 14
 —
 2
 10
Eliminations —
 (8) (19) —
 (27) —
 (7) (13) —
 (20)
Total revenues $854
 $487
 $841
 $4
 $2,186
 $752
 $470
 $918
 $3
 $2,143
                     
  Six Months Ended June 30,
  2018 2017
  Electric Transmission & Distribution (1) Natural Gas Distribution (1) 
Energy
 Services
 (2)
 Other Operations (2) Total Electric Transmission & Distribution (1) Natural Gas Distribution (1) 
Energy
 Services
 (2)
 Other Operations (2) Total
  (in millions)
Revenue from contracts $1,621
 $1,695
 $256
 $3
 $3,575
 $1,402
 $1,388
 $258
 $2
 $3,050
Derivatives income (4) —
 1,889
 —
 1,885
 1
 —
 1,869
 —
 1,870
Other (3) (12) (47) —
 5
 (54) (12) 5
 —
 5
 (2)
Eliminations —
 (18) (47) —
 (65) —
 (16) (24) —
 (40)
Total revenues $1,605
 $1,630
 $2,098
 $8
 $5,341
 $1,391
 $1,377
 $2,103
 $7
 $4,878

Houston Electric
  Three Months Ended March 31, 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 $690
 $83
 $1,406
 $173
 $146
 $41
 $2,539
Derivatives income 3
 —
 —
 1,073
 —
 —
 1,076
Other (3)
 (4) —
 (7) —
 —
 1
 (10)
Eliminations —
 —
 (10) (64) —
 —
 (74)
Total revenues $689
 $83
 $1,389
 $1,182
 $146
 $42
 $3,531
  Three Months Ended June 30, Six Months Ended June 30,
  2018 2017 2018 2017
  (in millions)
Revenue from contracts $860
 $758
 $1,621
 $1,402
Other (3) (6) (6) (12) (12)
  $854
 $752
 $1,609
 $1,390

CERC
 Three Months Ended June 30,
 2018 2017 Three Months Ended March 31, 2018
 Natural Gas Distribution (1) 
Energy
 Services
 (2)
 Other Operations (2) Total Natural Gas Distribution (1) 
Energy
 Services
 (2)
 Other Operations (2) Total 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) (in millions)
Revenue from contracts $509
 $78
 $—
 $587
 $463
 $116
 $—
 $579
 $761
 $—
 $1,186
 $178
 $—
 $1
 $2,126
Derivatives income —
 782
 —
 782
 —
 815
 —
 815
 (4) —
 —
 1,107
 —
 —
 1,103
Other (3) (14) —
 —
 (14) 14
 —
 (1) 13
 (6) —
 (33) —
 —
 3
 (36)
Eliminations (8) (19) —
 (27) (7) (13) —
 (20) —
 —
 (10) (28) —
 —
 (38)
Total revenues $487
 $841
 $—
 $1,328
 $470
 $918
 $(1) $1,387
 $751
 $—
 $1,143
 $1,257
 $—
 $4
 $3,155
                
 Six Months Ended June 30,
 2018 2017
 Natural Gas Distribution (1) 
Energy
 Services
 (2)
 Other Operations (2) Total Natural Gas Distribution (1) 
Energy
 Services
 (2)
 Other Operations (2) Total
 (in millions)
Revenue from contracts $1,695
 $256
 $—
 $1,951
 $1,388
 $258
 $—
 $1,646
Derivatives income —
 1,889
 —
 1,889
 —
 1,869
 —
 1,869
Other (3) (47) —
 —
 (47) 5
 —
 —
 5
Eliminations (18) (47) —
 (65) (16) (24) —
 (40)
Total revenues $1,630
 $2,098
 $—
 $3,728
 $1,377
 $2,103
 $—
 $3,480

(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 March 31, 2019.

Houston Electric
   Three Months Ended March 31,
   2019 2018
  (in millions)
Revenue from contracts  $690
 $761
Other (1)
  (4) (6)
Total revenues  $686
 $755

(1)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.

CERC
  Three Months Ended March 31,
  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 $1,198
 $173
 $1
 $1,372
 $1,186
 $178
 $—
 $1,364
Derivatives income —
 1,073
 —
 1,073
 —
 1,107
 —
 1,107
Other (3)
 (3) —
 —
 (3) (33) —
 —
 (33)
Eliminations (10) (64) —
 (74) (10) (28) —
 (38)
Total revenues $1,185
 $1,182
 $1
 $2,368
 $1,143
 $1,257
 $—
 $2,400

(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.

Revenues from Contracts with Customers

Houston Electric Transmission & Distribution.T&D (CenterPoint Energy and Houston Electric). Houston Electric distributes electricity to customers over time and customers consume the electricity when delivered. Revenue, consisting of both volumetric and fixed tariff rates set by the PUCT,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 the PUCT.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 the PUCT.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.Distribution (CenterPoint Energy and CERC). CERC distributesNatural gas isdistributed and transports natural gastransported 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.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 viewed 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.

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 February 1, 2019:     
Fixed price (bid)$455
 $—
 $455
 $455
 $—
 $455

Practical Expedients and Exemption. Sales taxes and other similar taxes collected from customers are excluded from the transaction price.

(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 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 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 June 30, Six Months Ended June 30, Three Months Ended March 31,
 2018 2017 2018 2017 2019 2018
 (in millions)(in millions)
Service cost (1) $9
 $9
 $18
 $18
 $10
 $9
Interest cost (2) 19
 22
 39
 44
 23
 20
Expected return on plan assets (2) (26) (24) (53) (48) (25) (27)
Amortization of prior service cost (2) 2
 3
 4
 5
 2
 2
Amortization of net loss (2) 11
 15
 22
 29
 13
 11
Curtailment gain (3) (1) —
Net periodic cost $15
 $25
 $30
 $48
 $22
 $15

Postretirement Benefits
Three Months Ended June 30,Three Months Ended March 31,
2018 20172019 2018
CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERCCenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC
(in millions)(in millions)
Service cost (1)$1
 $—
 $—
 $1
 $—
 $—
$1
 $—
 $—
 $—
 $—
 $—
Interest cost (2)4
 2
 1
 4
 2
 1
4
 2
 1
 3
 2
 1
Expected return on plan assets (2)(2) (1) (1) (2) (1) —
(2) (1) —
 (1) (1) —
Amortization of prior service cost (credit) (2)(1) (2) 1
 (1) (1) 1
Amortization of prior service credit (2)(1) (1) —
 (1) (1) —
Net periodic cost$2
 $(1) $1
 $2
 $—
 $2
$2
 $—
 $1
 $1
 $—
 $1
           
Six Months Ended June 30,
2018 2017
CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC
(in millions)
Service cost (1)$1
 $—
 $—
 $1
 $—
 $—
Interest cost (2)7
 4
 2
 8
 4
 2
Expected return on plan assets (2)(3) (2) (1) (3) (2) —
Amortization of prior service cost (credit) (2)(2) (3) 1
 (2) (2) 1
Net periodic cost$3
 $(1) $2
 $4
 $—
 $3

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

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

Changes in accumulated other comprehensive loss related to defined benefit and postretirement plans are as follows:

CenterPoint Energy
 Three Months Ended June 30, Six Months Ended June 30,
 2018 2017 2018 2017
 (in millions)
Beginning Balance$(65) $(71) $(66) $(72)
Amounts reclassified from accumulated other comprehensive loss:       
Prior service cost (1)1
 1
 1
 1
Actuarial losses (1)1
 1
 3
 3
Tax expense—
 (1) (1) (2)
Net current period other comprehensive income2
 1
 3
 2
Ending Balance$(63) $(70) $(63) $(70)

(1)(3)These accumulated other comprehensive componentsA curtailment gain or loss is required when the expected future services of a significant number of employees are included inreduced or eliminated for the computationaccrual of net periodic cost.benefits. In February of 2019, CenterPoint Energy recognized a pension curtailment gain of $1 million related to Vectren employees whose employment was terminated after the Merger closed.

The table below reflects the expected contributions to be made to the pension plans and postretirement benefit planplans during 2018:2019:
 CenterPoint Energy Houston Electric CERC
 (in millions)
Expected minimum contribution to pension plans during 2018$67
 $—
 $—
Expected contribution to postretirement benefit plan in 201816
 10
 5
 CenterPoint Energy Houston Electric CERC
 (in millions)
Expected minimum contribution to pension plans during 2019$94
 $—
 $—
Expected contribution to postretirement benefit plans in 201920
 10
 4


The table below reflects the contributions made to the pension plans and postretirement benefit planplans during 2018:2019:
 Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 Three Months Ended March 31, 2019
 CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC
 (in millions)(in millions)
Pension plans $2
 $—
 $—
 $64
 $—
 $—
 $2
 $—
 $—
Postretirement benefit plan 3
 2
 1
 7
 4
 2
Postretirement benefit plans 5
 3
 1


(6) Regulatory Accounting

The following is a list of regulatory assets and liabilities reflected on the Registrants’ respective Condensed Consolidated Balance Sheets:
June 30, 2018 December 31, 2017March 31, 2019 December 31, 2018
CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERCCenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC
Regulatory Assets:(in millions)(in millions)
Current regulatory assets (1)$55
 $—
 $55
 $130
 $—
 $130
$36
 $—
 $36
 $77
 $—
 $77
Non-current regulatory assets:                      
Securitized regulatory assets1,293
 1,293
 —
 1,590
 1,590
 —
977
 977
 —
 1,059
 1,059
 —
Unrecognized equity return (2)(242) (242) —
 (287) (287) —
(202) (202) —
 (213) (213) —
Unamortized loss on reacquired debt72
 72
 —
 75
 75
 —
66
 66
 —
 68
 68
 —
Pension and postretirement-related regulatory asset (3)623
 32
 18
 646
 31
 20
711
 34
 29
 725
 33
 30
Hurricane Harvey restoration costs (4)63
 56
 7
 64
 58
 6
Hurricane Harvey restoration costs-not earning a return68
 64
 4
 68
 64
 4
Regulatory assets related to TCJA (5)(4)48
 33
 15
 48
 33
 15
29
 23
 6
 33
 23
 10
Other long-term regulatory assets (6)210
 77
 133
 211
 70
 140
Other regulatory assets-not earning a return (5)114
 57
 26
 81
 55
 26
Other regulatory assets466
 37
 115
 146
 35
 111
Total non-current regulatory assets2,067
 1,321
 173
 2,347
 1,570
 181
2,229
 1,056
 180
 1,967
 1,124
 181
Total regulatory assets2,122
 1,321
 228
 2,477
 1,570
 311
2,265
 1,056
 216
 2,044
 1,124
 258
Regulatory Liabilities:                      
Current regulatory liabilities (7)43
 6
 37
 24
 22
 2
Current regulatory liabilities (6)67
 11
 38
 38
 17
 21
Non-current regulatory liabilities:                      
Regulatory liabilities related to TCJA (5)1,389
 885
 504
 1,354
 862
 492
Regulatory liabilities related to TCJA (4)1,628
 841
 456
 1,323
 847
 476
Estimated removal costs885
 279
 606
 878
 285
 593
1,404
 271
 624
 886
 269
 617
Other long-term regulatory liabilities247
 101
 146
 232
 116
 116
Other regulatory liabilities417
 160
 153
 316
 182
 134
Total non-current regulatory liabilities2,521
 1,265
 1,256
 2,464
 1,263
 1,201
3,449
 1,272
 1,233
 2,525
 1,298
 1,227
Total regulatory liabilities2,564
 1,271
 1,293
 2,488
 1,285
 1,203
3,516
 1,283
 1,271
 2,563
 1,315
 1,248
Total regulatory assets and liabilities, net$(442) $50
 $(1,065) $(11) $285
 $(892)$(1,251) $(227) $(1,055) $(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. During the three months ended June 30,March 31, 2019 and 2018, and 2017, CenterPoint Energy and Houston Electric recognized approximately $24$11 million and $10 million, respectively, of the allowed equity return. During the six months ended June 30, 2018 and 2017, CenterPoint Energy and Houston Electric recognized approximately $45 million and $17$21 million, respectively, of the allowed equity return. 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.

(3)Includes a portion of Houston Electric’s and CERC’s NGD’s actuarially determined pension and other postemployment expense in excess of the amount being recovered through rates that is being deferred for rate making purposes, of which $5$34 million and $7$3 million as of June 30, 2018March 31, 2019, respectively, and $33 million and $4 million as of December 31, 2017,2018, respectively, were not earning a return.

(4)The Registrants are not earning a return on Hurricane Harvey restoration costs.

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

(6)(5)Other long-term regulatoryRegulatory assets that areacquired in the Merger and not earning a return were not materialrecorded at fair value as of June 30, 2018 and December 31, 2017.the Merger Date. Such fair value adjustments are recognized over time until the regulatory asset is recovered.

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


(7) Derivative Instruments

The Registrants are exposed to various market risks. These risks arise from transactions entered into in the normal course of business.  The Registrants utilize derivative instruments such as 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 the Registrants’ Condensed Consolidated Balance Sheets at their fair value unless the Registrants elect the normal purchase and sales exemption for qualified physical transactions. A derivative may be designated as a normal purchase or normal sale if the intent is to physically receive or deliver the product for use or sale in the normal course of business.

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

The Registrants’ 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

Commodity Derivative Instruments. CenterPoint Energy, through its Indiana Utilities, and CERC, 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 businessreportable segment are designated as fair value hedges for accounting purposes. Outstanding derivative instruments designated as economic hedges at the acquired 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:
     March 31, 2019 December 31, 2018
Registrant Hedging Classification Notional Principal
    (in millions)
CenterPoint Energy (1)
 Economic hedge $84
 $—
Houston Electric Cash flow hedge —
 450

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

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

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


The table below summarizes CenterPoint Energy’s and CERC’s current weather hedge gain (loss) activity:
   Three Months Ended June 30, Six Months Ended June 30,   Three Months Ended March 31,
Jurisdiction Winter Season Bilateral Cap 2018 2017 2018 2017 Winter Season Bilateral Cap 2019 2018
 (in millions)     (in millions)
Certain NGD jurisdictions 2018 – 2019 $9
 $—
 $—
 $—
 $—
 2018 – 2019 $9
 $—
 $—
Certain NGD jurisdictions 2017 – 2018 8
 —
 —
 —
 —
 2017 – 2018 8
 —
 —
Total CERC (1)   —

—

—

—
  
—

—
Electric operations’ service territory 2018 – 2019 8
 —
 —
 —
 —
Electric operations’ service territory 2017 – 2018 9
 —
 —
 (4) —
Electric operations’ service territory 2016 – 2017 9
 —
 —
 —
 1
Electric operations’ Texas service territory 2018 – 2019 8
 3
 —
Electric operations’ Texas service territory 2017 – 2018 9
 —
 (4)
Total CenterPoint Energy (1)   $—

$—

$(4)
$1
  
$3

$(4)

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

Hedging of Interest Expense for Future Debt Issuances. In January and February 2018, Houston Electric entered into forward interest rate agreements with multiple counterparties, having an aggregate notional amount of $200 million. These agreements were executed to hedge, in part, volatility in the 30-year U.S. treasury rate by reducing Houston Electric’s exposure to variability in cash flows related to interest payments of Houston Electric’s $400 million issuance of fixed rate debt in February 2018. These

forward interest rate agreements were designated as cash flow hedges. Accordingly, the effective portion of realized gains associated with the forward interest rate agreements, which totaled approximately $5 million, is a component of accumulated other comprehensive income in 2018 and will be amortized over the life of the fixed rate debt.

In March 2018, CERC Corp. entered into forward interest rate agreements with multiple counterparties, having an aggregate notional amount of $450 million. These agreements were executed to hedge, in part, volatility in the 5-year and 10-year U.S. treasury rates by reducing CERC Corp.’s exposure to variability in cash flows related to interest payments of CERC Corp.’s $600 million issuance of fixed rate debt in March 2018. These forward interest rate agreements were designated as cash flow hedges. Accordingly, the effective portion of realized losses associated with the forward interest rate agreements, which totaled less than $1 million, is a component of accumulated other comprehensive income in 2018 and will be amortized over the life of the fixed rate debt.

(b)Derivative Fair Values and Income Statement Impacts

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

Fair Value of Derivative Instruments (CenterPoint Energy and CERC)Hedged Items
 June 30, 2018 December 31, 2017 March 31, 2019 December 31, 2018
 Balance Sheet Location 
Derivative
Assets
Fair Value
 
Derivative
Liabilities
Fair Value
 
Derivative
Assets
Fair Value
 
Derivative
Liabilities
Fair Value
 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
Total Houston ElectricTotal Houston Electric —
 —
 —
 24
Derivatives designated as fair value hedges:Derivatives designated as fair value hedges: (in millions)Derivatives designated as fair value hedges:        
Natural gas derivatives (1) (2) (3) Current Liabilities: Non-trading derivative liabilities $—
 $3
 $13
 $1
 Current Liabilities: Non-trading derivative liabilities 1
 —
 1
 7
Derivatives not designated as hedging instruments:Derivatives not designated as hedging instruments:        Derivatives not designated as hedging instruments:        
Natural gas derivatives (1) (2) (3) Current Assets: Non-trading derivative assets 76
 2
 114
 4
 Current Assets: Non-trading derivative assets 66
 3
 103
 3
Natural gas derivatives (1) (2) (3) Other Assets: Non-trading derivative assets 46
 —
 44
 —
 Other Assets: Non-trading derivative assets 47
 14
 38
 —
Natural gas derivatives (1) (2) (3) Current Liabilities: Non-trading derivative liabilities 23
 64
 38
 78
 Current Liabilities: Non-trading derivative liabilities 36
 86
 62
 173
Natural gas derivatives (1) (2) (3) Other Liabilities: Non-trading derivative liabilities 15
 41
 9
 24
 Other Liabilities: Non-trading derivative liabilities —
 9
 16
 25
Total CERCTotal CERC 160
 110
 218
 107
Total CERC 150
 112
 220
 208
Natural gas derivatives (2) (3) Current Liabilities: Non-trading derivative liabilities —
 1
 —
 —
Natural gas derivatives (2) (3) Other Liabilities: Non-trading derivative liabilities —
 9
 —
 —
Interest rate derivatives Other Liabilities —
 3
 —
 —
Indexed debt securities derivative Current Liabilities —
 641
 —
 668
 Current Liabilities —
 687
 —
 601
Total CenterPoint EnergyTotal CenterPoint Energy $160
 $751
 $218
 $775
Total CenterPoint Energy $150
 $812
 $220
 $833

(1)The fair value shown for natural gas contracts is comprised of derivative gross volumes totaling 1,8622,198 Bcf or a net 268495 Bcf long position and 1,7951,674 Bcf or a net 224140 Bcf long position as of June 30, 2018March 31, 2019 and December 31, 2017,2018, 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 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 Condensed Consolidated Balance Sheets. The net of total non-trading natural gas derivative assets and liabilities was a $82 million asset and a $130 million asset as of June 30, 2018 and December 31, 2017, respectively, as shown on CenterPoint Energy’s and CERC’s Condensed Consolidated Balance Sheets (and asis 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 $32 million and $19 million, respectively.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)
    March 31, 2019 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 Carrying Amount of Hedged Assets/(Liabilities) Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of Hedged Item
    (in millions)
Hedged items in fair value hedge relationship:        
Natural gas inventory Current Assets: Natural gas inventory $36
 $(6) $57
 $1
Borrowed natural gas Current Liabilities: Other (6) 1
 —
 —
Total CenterPoint Energy and CERC $30
 $(5) $57
 $1

Offsetting of Natural Gas Derivative Assets and Liabilities (CenterPoint Energy and CERC)
 June 30, 2018 December 31, 2017 March 31, 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) 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 $99
 $(25) $74
 $165
 $(55) $110
 $103
 $(40) $63
 $166
 $(66) $100
Other Assets: Non-trading derivative assets 61
 (15) 46
 53
 (9) 44
 47
 (14) 33
 54
 (16) 38
Current Liabilities: Non-trading derivative liabilities (69) 43
 (26) (83) 63
 (20) (89) 42
 (47) (183) 81
 (102)
Other Liabilities: Non-trading derivative liabilities (41) 29
 (12) (24) 20
 (4) (23) 14
 (9) (25) 20
 (5)
Total $50
 $32
 $82
 $111
 $19
 $130
Total CERC 38
 2
 40
 12
 19
 31
Current Liabilities: Non-trading derivative (1) —
 (1) —
 —
 —
Other Liabilities: Non-trading derivative liabilities (9) —
 (9) —
 —
 —
Total CenterPoint Energy $28
 $2
 $30
 $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 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. Realized and unrealized gains and losses on indexed debt securities are recorded as Other Income (Expense) in the Condensed Statements of Consolidated Income.

Hedge ineffectiveness is recorded as a component of natural gas expense 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 derivatives 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 DerivativeHedge Accounting Activity (CenterPoint Energy and CERC)
    Three Months Ended June 30, 
Six Months Ended
 June 30,
  Income Statement Location 2018 2017 2018 2017
Derivatives designated as fair value hedges: (in millions)
Natural gas derivatives Gains (Losses) in Non-utility natural gas expense $13
 $3
 $13
 $12
Natural gas inventory Gains (Losses) in Non-utility natural gas expense (12) (4) (14) (14)
Total CenterPoint Energy and CERC (1) $1
 $(1) $(1) $(2)
Derivatives not designated as hedging instruments:        
Natural gas derivatives Gains (Losses) in Non-utility revenues $11
 $36
 $68
 $132
Natural gas derivatives Gains (Losses) in Non-utility natural gas expense (9) (9) (78) (82)
Total CERC 2
 27
 (10) 50
Indexed debt securities derivative Gains (Losses) in Other Income (Expense) (254) (13) (272) (23)
Total CenterPoint Energy $(252) $14
 $(282) $27
 Three Months Ended March 31,
 2019 2018 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
 (in millions)
Total amounts presented in the statements of income in which the effects of hedges are recorded$1,251
 $1,273
 $1,171
 $1,273
Gain (loss) on fair value hedging relationships:       
Commodity contracts:       
Hedged items - Natural gas inventory(6) (2) (6) (2)
Derivatives designated as hedging instruments6
 2
 6
 2
Amounts excluded from effectiveness testing recognized in earnings immediately(14) (71) (14) (71)


(1)Hedge ineffectiveness resultsIncome statement impact associated with cash flow hedge activity is related to gains and losses reclassified from the basis ineffectiveness discussed above, and excludes the impact to natural gas expense from timing ineffectiveness.  Timing ineffectiveness arises due to changesAccumulated other comprehensive income into income. Amounts are immaterial for each Registrant in the difference between the spot pricethree months ended March 31, 2019 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.2018, respectively.
    Three Months Ended March 31,
  Income Statement Location 2019 2018
   (in millions)
Effects of derivatives not designated as hedging instruments on the income statement:    
Commodity contracts Gains (losses) in Non-utility revenues $4
 $57
Total CERC 4
 57
Indexed debt securities derivative Loss on indexed debt securities (86) (18)
Total CenterPoint Energy $(82) $39

(c)Credit Risk Contingent Features

CenterPoint Energy and CERC 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. 


CenterPoint Energy and CERC
 June 30,
2018		 December 31, 2017 March 31,
2019		 December 31, 2018
 (in millions) (in millions)
Aggregate fair value of derivatives containing material adverse change provisions in a net liability position $2
 $2
 $1
 $1
Fair value of collateral already posted —
 —
 —
 —
Additional collateral required to be posted if credit risk contingent features triggered 1
 2
 —
 —

(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, andquoted 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 the Registrants’ Level 2 natural gas derivative assets or liabilities. CenterPoint Energy’s Level 2 indexed debt securities derivative is valued using an option model and a discounted cash flow model, which uses projected dividends on the ZENS-Related Securities and a discount rate as observable inputs.

Level 3: Inputs are unobservable for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. Unobservable inputs reflect the Registrants’ judgments about the assumptions market participants would use in pricing the asset or liability since limited market data exists. The Registrants develop these inputs based on the best information available, including the Registrants’ own data. A market approach is utilized to value the Registrants’ Level 3 assets or liabilities. As of June 30, 2018,March 31, 2019, CenterPoint Energy’s and CERC’s Level 3 assets and liabilities are comprised of physical natural gas forward contracts and options and CenterPoint Energy’s indexed debt securities.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 $1.04$0.03 to $3.31$6.23 per MMBtu) 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. If forward prices decrease, CenterPoint Energy’s and CERC’s. Forward price decreases

(increases) as of March 31, 2019 would have resulted in lower (higher) values, respectively, for long forwards and options lose value whereas theirand higher (lower) values, respectively, for short forwards and options gain in value. CenterPoint Energy’s Level 3 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 unobservable inputs. An increase and a decrease in the unobservable inputs will generally decrease and increase the value of the indexed debt securities derivative, respectively.options.

The Registrants determine the appropriate level for each financial asset and liability on a quarterly basis and recognize transfers between levels at the end of the reporting period.  For the six months ended June 30, 2018, there were no transfers between Level 1 and 2.basis. The Registrants also 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 the Registrants’ assets and liabilities (including derivatives that are presented net) measured at fair value on a recurring basis as of March 31, 2019 and December 31, 2018, and indicate the fair value hierarchy of the valuation techniques utilized by the Registrants to determine such fair value.

CenterPoint Energy
June 30, 2018 December 31, 2017March 31, 2019 December 31, 2018

Level 1
 Level 2 Level 3 
Netting
(1)
 Total 

Level 1
 Level 2 Level 3 
Netting
(1)
 Total

Level 1
 Level 2 Level 3 
Netting
(1)
 Total 

Level 1
 Level 2 Level 3 
Netting
(1)
 Total
Assets(in millions)(in millions)
Corporate equities$586
 $—
 $—
 $—
 $586
 $963
 $—
 $—
 $—
 $963
$625
 $—
 $—
 $—
 $625
 $542
 $—
 $—
 $—
 $542
Investments, including money market funds (2)70
 —
 —
 —
 70
 68
 —
 —
 —
 68
66
 —
 —
 —
 66
 66
 —
 —
 —
 66
Natural gas derivatives (3)—
 142
 18
 (40) 120
 —
 161
 57
 (64) 154
—
 124
 26
 (54) 96
 —
 173
 47
 (82) 138
Hedged portion of natural gas inventory—
 —
 —
 —
 —
 14
 —
 —
 —
 14
—
 —
 —
 —
 —
 1
 —
 —
 —
 1
Hedged portion of borrowed natural gas (4)1
 —
 —
 —
 1
 —
 —
 —
 —
 —
Total assets$656
 $142
 $18
 $(40) $776
 $1,045
 $161
 $57
 $(64) $1,199
$692
 $124
 $26
 $(54) $788
 $609
 $173
 $47
 $(82) $747
Liabilities 
  
  
  
  
           
  
  
  
  
          
Indexed debt securities derivative$—
 $—
 $641
 $—
 $641
 $—
 $—
 $668
 $—
 $668
$—
 $687
 $—
 $—
 $687
 $—
 $601
 $—
 $—
 $601
Interest rate derivatives—
 3
 —
 —
 3
 24
 —
 —
 —
 24
Natural gas derivatives (3)—
 105
 5
 (72) 38
 —
 96
 11
 (83) 24
—
 109
 13
 (56) 66
 —
 191
 17
 (101) 107
Hedged portion of natural gas inventory1
 —
 —
 —
 1
 —
 —
 —
 —
 —
6
 —
 —
 —
 6
 —
 —
 —
 —
 —
Total liabilities$1
 $105
 $646
 $(72) $680
 $—
 $96
 $679
 $(83) $692
$6
 $799
 $13
 $(56) $762
 $24
 $792
 $17
 $(101) $732

Houston Electric
June 30, 2018 December 31, 2017March 31, 2019 December 31, 2018

Level 1
 Level 2 Level 3 Netting Total 

Level 1
 Level 2 Level 3 Netting Total

Level 1
 Level 2 Level 3 Netting Total 

Level 1
 Level 2 Level 3 Netting Total
Assets(in millions)(in millions)
Investments, including money market funds (2)$52
 $—
 $—
 $—
 $52
 $51
 $—
 $—
 $—
 $51
$48
 $—
 $—
 $—
 $48
 $48
 $—
 $—
 $—
 $48
Total assets$52
 $—
 $—
 $—
 $52
 $51
 $—
 $—
 $—
 $51
$48
 $—
 $—
 $—
 $48
 $48
 $—
 $—
 $—
 $48
Liabilities                   
Interest rate derivatives$—
 $—
 $—
 $—
 $—
 $24
 $—
 $—
 $—
 $24
Total liabilities$—
 $—
 $—
 $—
 $—
 $24
 $—
 $—
 $—
 $24


CERC
June 30, 2018 December 31, 2017March 31, 2019 December 31, 2018

Level 1
 Level 2 Level 3 
Netting
(1)
 Total 

Level 1
 Level 2 Level 3 
Netting
(1)
 Total

Level 1
 Level 2 Level 3 
Netting
(1)
 Total 

Level 1
 Level 2 Level 3 
Netting
(1)
 Total
Assets(in millions)(in millions)
Corporate equities$2
 $—
 $—
 $—
 $2
 $3
 $—
 $—
 $—
 $3
$2
 $—
 $—
 $—
 $2
 $2
 $—
 $—
 $—
 $2
Investments, including money market funds (2)11
 —
 —
 —
 11
 11
 —
 —
 —
 11
11
 —
 —
 —
 11
 11
 —
 —
 —
 11
Natural gas derivatives (3)—
 142
 18
 (40) 120
 —
 161
 57
 (64) 154
Natural gas derivatives (3)(5)—

124

26

(54) 96
 —
 173
 47
 (82) 138
Hedged portion of natural gas inventory—
 —
 —
 —
 —
 14
 —
 —
 —
 14
—

—

—

—
 —
 1
 —
 —
 —
 1
Hedged portion of borrowed natural gas (4)1
 —
 —
 —
 1
 —
 —
 —
 —
 —
Total assets$13
 $142
 $18
 $(40) $133
 $28
 $161
 $57
 $(64) $182
$14
 $124
 $26
 $(54) $110
 $14
 $173
 $47
 $(82) $152
Liabilities 
  
  
  
  
           
  
  
  
  
          
Natural gas derivatives (3)$—
 $105
 $5
 $(72) $38
 $—
 $96
 $11
 $(83) $24
Natural gas derivatives (3)(5)$—

$99

$13

$(56) $56
 $—
 $191
 $17
 $(101) $107
Hedged portion of natural gas inventory1
 —
 —
 —
 1
 —
 —
 —
 —
 —
6
 —
 —
 —
 6
 —
 —
 —
 —
 —
Total liabilities$1
 $105
 $5
 $(72) $39
 $—
 $96
 $11
 $(83) $24
$6
 $99
 $13
 $(56) $62
 $—
 $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 $32$2 million and $19 million as of June 30, 2018March 31, 2019 and December 31, 2017,2018, respectively, posted with the same counterparties.

(2)Amounts are included in 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.

(4)Amounts are included in Other current liabilities in the Condensed Consolidated Balance Sheets.

(5)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 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 future commodity price fluctuations until they are settled in accordance with their contractual terms. Derivative transactions 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 have utilized Level 3 inputs to determine fair value:
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended March 31,
2018 2017 2018 20172019 2018
CenterPoint Energy CERC CenterPoint Energy CERC CenterPoint Energy CERC CenterPoint Energy CERCCenterPoint Energy CERC CenterPoint Energy CERC
(in millions)(in millions)
Beginning balance$(662) $12
 $(700) $27
 $(622) $46
 $(704) $13
$30
 $30
 $(622) $46
Total gains (losses)(11) 1
 (6) 7
 (16) 3
 —
 23
(1) (1) (4) 2
Total settlements44
 (1) —
 —
 11
 (35) (4) (4)(15) (15) (34) (34)
Transfers into Level 31
 1
 1
 1
 1
 1
 2
 2
1
 1
 —
 —
Transfers out of Level 3—
 —
 (7) (7) (2) (2) (6) (6)(2) (2) (2) (2)
Ending balance (1)$(628) $13
 $(712) $28
 $(628) $13
 $(712) $28
$13
 $13
 $(662) $12
                      
The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains or losses relating to assets still held at the reporting date:
$(9) $3
 $(9) $4
 $(23) $(4) $(2) $21
$(2) $(2) $(5) $(4)

(1)CenterPoint Energy and CERC did not have significant Level 3 sales or purchases during either of the three or six months ended June 30, 2018March 31, 2019 or 2017.2018.


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, and 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.
 June 30, 2018 December 31, 2017
 
CenterPoint Energy (1)
 
Houston Electric (1)
 CERC 
CenterPoint Energy (1)
 
Houston Electric (1)
 CERC
Long-term debt, including current maturities(in millions)
Carrying amount$8,256
 $4,919
 $2,722
 $8,679
 $4,753
 $2,457
Fair value8,470
 4,991
 2,876
 9,220
 5,034
 2,708
 March 31, 2019 December 31, 2018
 
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
 (in millions)
CenterPoint Energy       
Long-term debt, including current maturities (1)
$14,138
 $14,693
 $9,140
 $9,308
Houston Electric       
Long-term debt, including current maturities (1)
$5,231
 $5,494
 $4,717
 $4,770
CERC

       
Long-term debt, including current maturities$2,384
 $2,560
 $2,371
 $2,488

(1)Includes Securitization BondBonds debt.

(9) Unconsolidated AffiliateAffiliates (CenterPoint Energy and CERC)

CenterPoint Energy and CERC havehas the ability to significantly influence the operating and financial policies of Enable, a publicly traded MLP, and, accordingly, accountaccounts for theits investment in Enable’s common units using the equity method of accounting for in-substance real estate. Uponaccounting. Enable is considered to be a VIE because the adoptionpower to direct the activities that most significantly impact Enable’s economic performance does not reside with the holders of ASU 2014-09 and ASU 2017-05 on January 1, 2018,equity investment at risk. However, CenterPoint Energy and CERC evaluated transactions inis not considered the investment inprimary beneficiary of Enable since it does not have the power to direct the activities of Enable that occurred prior to January 1, 2018 (the effective date) and concluded a cumulative effect adjustmentare considered most significant to the opening balanceeconomic performance of retained earnings was not required. See Note 2 for further discussion.

Enable. As of March 31, 2019, CenterPoint Energy’s and CERC’s maximum exposure to loss related to Enable a VIE in which CenterPoint Energy and CERC are not the primary beneficiaries, is limited to the equityits investment thein unconsolidated affiliate, its investment in Enable Series A Preferred Unit investmentUnits and outstanding current accounts receivable from Enable.

Investment in Unconsolidated Affiliates (CenterPoint Energy):
  March 31,
2019		 December 31, 2018
  (in millions)
Enable $2,470
 $2,482
Other (1)
 1
 —
  Total $2,471
 $2,482

(1)Represents the equity investment in ProLiance Holdings, LLC related primarily to an investment in LA Storage, LLC, a joint venture in a development project for salt-cavern natural gas storage, which was acquired in the Merger. This presentation reflects preliminary fair value of the equity investment and is subject to change. See Note 3.

Limited Partner Interest and Units Held in Enable:Enable (CenterPoint Energy):
June 30, 2018March 31, 2019
Limited Partner Interest (1)
 Common Units 
Series A Preferred Units (2)
Limited Partner Interest (1)
 
Common Units (2)
 
Enable Series A Preferred Units (3)
CERC Corp.54.0% 233,856,623
 —
CenterPoint Energy53.8% 233,856,623
 14,520,000
OGE25.6% 110,982,805
 —
25.5% 110,982,805
 —
Public unitholders20.4% 88,225,208
 —
20.7% 90,231,807
 —
CenterPoint Energy—
 —
 14,520,000
Total units outstanding100.0% 433,064,636
 14,520,000
100.0% 435,071,235
 14,520,000


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

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

(3)The carrying amount of the Enable Series A Preferred Units, reflected as Preferred units - unconsolidated affiliate on CenterPoint Energy’s Condensed Consolidated Balance Sheets, was $363 million as of both June 30, 2018March 31, 2019 and December 31, 2017.2018. No impairment charges or adjustment due to observable price changes were made during the current or prior reporting periods. See Note 2 for further discussion.

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 set forth in Enable’s Agreement of Limited Partnership.

Interests Held in Enable is controlled jointly by CERC Corp. 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.GP (CenterPoint Energy):
 March 31, 2019
 
Management Rights (1)
 
Incentive Distribution Rights (2)
CenterPoint Energy (3)
50% 40%
OGE50% 60%

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

(2)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:Enable (CenterPoint Energy and CERC):
 Three Months Ended June 30, Six Months Ended June 30,
 2018 2017 2018 2017
 (in millions)
Investment in Enable common units$75
 $75
 $149
 $149
Total CERC75
 75
 149
 149
Investment in Enable Series A Preferred Units9
 9
 18
 18
  Total CenterPoint Energy$84
 $84
 $167
 $167
 Three Months Ended March 31, 
 2019 2018 
 Per Unit Cash Distribution Per Unit Cash Distribution 
 (in millions, except per unit amounts) 
Enable common units 
$0.3180
 $74
 $0.3180
 $74
(1)
Enable Series A Preferred Units0.6250
 9
 0.6250
 9
 
  Total CenterPoint Energy  $83
   $83
 
As of June 30, 2018, CERC Corp. and OGE also owned 40% and 60%, respectively, of the incentive distribution rights held by the general partner of Enable. 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 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 distributions have been made.

(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 (CenterPoint Energy and CERC):
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended March 31,
2018 2017 2018 20172019 2018
(in millions)(in millions)
Reimbursement of transition services (1)$1
 $1
 $3
 $3
CenterPoint Energy and CERC   
Natural gas expenses, including transportation and storage costs(1)29
 24
 66
 57
$35
 $37
CenterPoint Energy   
Reimbursement of transition services (2)
$2
 $2

(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 under the Transition Agreements for certain support services provided to Enable. Actual transition services costs are recorded net of reimbursement.
June 30, 2018 December 31, 2017March 31,
2019		 December 31, 2018
(in millions)(in millions)
CenterPoint Energy and CERC   
Accounts payable for natural gas purchases from Enable$11
 $11
CenterPoint Energy   
Accounts receivable for amounts billed for transition services$3
 $1
$2
 $2
Accounts payable for natural gas purchases from Enable8
 13

CERC’s continuing involvement with Enable subsequent to the Internal Spin described below is limited to its natural gas purchases from Enable.

Summarized unaudited consolidated income information for Enable is as follows:
 Three Months Ended June 30, Six Months Ended June 30,Three Months Ended March 31,
 2018 2017 2018
20172019
2018
 (in millions)(in millions)
Operating revenues $805
 $626
 $1,553
 $1,292
$795
 $748
Cost of sales, excluding depreciation and amortization 444
 279
 819
 587
378
 375
Depreciation and amortization105
 96
Operating income 126
 122
 265
 262
165
 139
Net income attributable to Enable 86
 86
 191
 197
Reconciliation of Equity in Earnings, net:        
CenterPoint Energy’s and CERC’s interest $46
 $47
 $103
 $107
Net income attributable to Enable common units113
 105
Reconciliation of Equity in Earnings (Losses), net:   
CenterPoint Energy’s interest$61
 $57
Basis difference amortization (1) 12
 12
 24
 24
12
 12
CenterPoint Energy’s and CERC’s equity in earnings, net $58
 $59
 $127
 $131
Loss on dilution, net of proportional basis difference recognition(11) —
CenterPoint Energy’s equity in earnings, net$62
 $69
(1)Equity in earnings of unconsolidated affiliate includes CenterPoint Energy’s and CERC’s share of Enable’sEnable earnings adjusted for the amortization of the basis difference of CenterPoint Energy’s and CERC’s original investment in Enable and theirits underlying equity in Enable’s net assets.assets of Enable. The basis difference is being amortized over approximately 31 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:
 June 30,
2018
December 31, 2017 March 31,
2019
December 31, 2018
 (in millions) (in millions)
Current assets $432
 $416
 $402
 $449
Non-current assets 11,360
 11,177
 12,045
 11,995
Current liabilities 1,258
 1,279
 1,941
 1,615
Non-current liabilities 2,963
 2,660
 2,924
 3,211
Non-controlling interest 11
 12
 37
 38
Preferred equity 362
 362
 362
 362
Enable partners’ equity 7,198
 7,280
 7,183
 7,218
Reconciliation of Investment in Enable:        
CenterPoint Energy’s and CERC’s ownership interest in Enable partners’ equity $3,887
 $3,935
CenterPoint Energy’s and CERC’s basis difference (1,436) (1,463)
CenterPoint Energy’s and CERC’s equity method investment in Enable $2,451
 $2,472
CenterPoint Energy’s ownership interest in Enable partners’ equity $3,861
 $3,896
CenterPoint Energy’s basis difference (1,391) (1,414)
CenterPoint Energy’s equity method investment in Enable $2,470
 $2,482

Discontinued Operations (CERC):

On September 4, 2018, CERC completed the Internal Spin. CERC executed the Internal Spin to, among other things, enhance the access of CERC and CenterPoint Energy to low cost debt and equity through increased transparency and understandability of the financial statements, improve CERC’s credit quality by eliminating the exposure to Enable’s midstream business and provide clarity of internal reporting and performance metrics to enhance management’s decision making for CERC and CNP Midstream.

The Internal Spin represents a significant strategic shift that has a material effect on CERC’s operations and financial results and, as a result, CERC’s distribution of its equity investment in Enable met the criteria for discontinued operations classification. CERC has no continuing involvement in the equity investment of Enable. Therefore, CERC’s equity in earnings and related income taxes have been 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 March 31,
 2018
 (in millions)
Equity in earnings of unconsolidated affiliate, net$69
Income tax expense17
Income from discontinued operations, net of tax$52


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

CenterPoint Energy’s and CERC’s goodwill by reportable business segment as of both June 30,December 31, 2018 and Decemberchanges in the carrying amount of goodwill as of March 31, 20172019 is as follows:
(in millions)December 31, 2018 Additions March 31,
2019		 
(in millions) 
Indiana Electric Integrated$—
 $—
 $—
 
Natural Gas Distribution$746
746
 —
 746
 
Energy Services (1)110
Other Operations11
Energy Services110
(2)—
 110
(2)
Infrastructure Services—
 6
 6
 
Corporate and Other11
 —
 11
 
Merger (1)
—
 4,256
 4,256
 
Total$867
$867
 $4,262
 $5,129
 
(1)CenterPoint Energy is currently assessing its reporting units subsequent to the Merger and the allocation of goodwill from the Merger to those reporting units. 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 both March 31, 2019 and December 31, 2018 is as follows:
 (in millions)
Natural Gas Distribution$746
Energy Services (1)
110
Corporate and Other11
Total$867
(1) Amount presented is net of the accumulated goodwill impairment charge of $252 million recorded in 2012.

The tables below present information on CenterPoint Energy’s other intangible assets recorded in Intangible assets, net on CenterPoint Energy’s Condensed Consolidated Balance Sheets and the related amortization expense included in Depreciation and amortization on CenterPoint Energy’s Condensed Statements of Consolidated Income, unless otherwise indicated.
  March 31, 2019 December 31, 2018
  Gross Carrying Amount Accumulated Amortization Net Balance Gross Carrying Amount Accumulated Amortization Net Balance
  (in millions)
Customer relationships (1)
 $315
 $(31) $284
 $86
 $(27) $59
Covenants not to compete 4
 (3) 1
 4
 (3) 1
Trade names (1)
 71
 (1) 70
 —
 —
 —
Construction backlog (1) (2)
 54
 (8) 46
 —
 —
 —
Operation and maintenance agreements (1) (2)
 48
 (1) 47
 —
 —
 —
Other 24
 (12) 12
 16
 (11) 5
Total $516
 $(56) $460
 $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 March 31,
  2019 2018
 (in millions)
Amortization expense of intangible assets recorded in Depreciation and amortization (1)
 $6
 $3
Amortization expense of intangible assets recorded in Non-utility cost of revenues, including natural gas (2)
 9
 —
(1)Includes $3 million 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 months ended March 31, 2019, is preliminary and subject to change. See Note 3.
(2)
Includes $9 million of amortization expense related to the operation and maintenance agreements and construction backlog intangibles acquired in the Merger. The fair value of intangible assets, and related amortization assumptions, acquired through acquisitions during the three months ended March 31, 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 theCERC’s Condensed Consolidated Balance Sheets.Sheets and the related amortization expense included in Depreciation and amortization on CERC’s Condensed Statements of Consolidated Income, unless otherwise indicated.
  June 30, 2018 December 31, 2017 March 31, 2019 December 31, 2018
Useful Lives Gross Carrying Amount Accumulated Amortization Net Balance Gross Carrying Amount Accumulated Amortization Net Balance Gross Carrying Amount Accumulated Amortization Net Balance Gross Carrying Amount Accumulated Amortization Net Balance
(in years) (in millions) (in millions)
Customer relationships15 $86
 $(25) $61
 $86
 $(21) $65
 $86
 (29) 57
 $86
 $(27) $59
Covenants not to compete4 4
 (2) 2
 4
 (2) 2
 4
 (3) 1
 4
 (3) 1
OtherVarious 15
 (9) 6
 15
 (8) 7
 16
 (12) 4
 16
 (11) 5
Total $105
 $(36) $69
 $105
 $(31) $74
 $106
 $(44) $62
 $106
 $(41) $65

 Three Months Ended June 30, Six Months Ended June 30,
 2018 2017 2018 2017
 (in millions)
Amortization expense of intangible assets$2
 $1
 $5
 $3
  Three Months Ended March 31,
  2019 2018
 (in millions)
Amortization expense of intangible assets recorded in Depreciation and amortization $3
 $3

CenterPoint Energy and CERC estimate that amortization expense of intangible assets with finite lives for the next five years will be as follows:
 Amortization Expense
 CenterPoint Energy CERC
 (in millions)
Remaining nine months of 2019$61
 $8
202039
 6
202134
 6
202235
 6
202336
 5
202429
 5


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

(a) Investment in Securities Related to ZENS

In 1995, CenterPoint Energy sold a cable television subsidiary to TW and received certain TW securities as partial consideration. 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 Shares Held
 June 30, 2018 December 31, 2017 March 31, 2019 December 31, 2018
AT&T Common 10,212,945
 —
 10,212,945
 10,212,945
Charter Common 872,503
 872,503
 872,503
 872,912
Time Common —
 888,392
TW Common —
 7,107,130

(b) ZENS

In September 1999, CenterPoint Energy issued ZENS having an original principal amount of $1$1.0 billion of which $828 million remainremained outstanding as of June 30, 2018.March 31, 2019. Each ZENS was originallyis 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 of TW Common attributable to such note. The number and identity of the reference shares attributable to each ZENS are adjusted for certain corporate events.


On October 22, 2016, AT&T announced that it had entered into a definitive agreement to acquire TW in a stock and cash transaction. On February 15, 2017, TW shareholders approved the announced transaction with AT&T. The merger closed on June 14, 2018. CenterPoint Energy received $53.75 and 1.437 shares of AT&T Common for each share of TW Common held, resulting in cash proceeds of $382 million and 10,212,945 shares of AT&T Common. In accordance with the terms of the ZENS, CenterPoint Energy remitted $382 million to ZENS note holders in July 2018, which reduced the contingent principal amount. 

On November 26, 2017, Meredith announced that it had entered into a definitive merger agreement with Time. Pursuant to the merger agreement, upon closing of the merger, a subsidiary of Meredith would purchase for cash all outstanding Time Common shares for $18.50 per share. The transaction was consummated on January 31, 2018. CenterPoint Energy elected to make a reference share offer adjustment and distribute additional interest, if any, in accordance with the terms of its ZENS rather than electing to increase the early exchange ratio to 100%. CenterPoint Energy’s distribution of additional interest in connection with the reference share offer was proportionate to the percentage of eligible shares that were validly tendered by Time stockholders in Meredith’s tender offer. CenterPoint Energy received $18.50 for each share of Time Common held, resulting in cash proceeds of approximately $16 million. In accordance with the terms of the ZENS, CenterPoint Energy distributed additional interest of approximately $16 million to ZENS holders on March 6, 2018, which reduced the contingent principal amount.

As a result, CenterPoint Energy recorded the following during the six months ended June 30, 2018:
 Meredith/Time  AT&T/TW
 (in millions)  (in millions)
Cash payment to ZENS note holders$16
 
Due to ZENS note holders (1)
$382
Indexed debt – reduction(4) Indexed debt – reduction(95)
Indexed debt securities derivative – reduction(1) Indexed debt securities derivative – reduction(45)
     Loss on indexed debt securities$11
      Loss on indexed debt securities$242

(1)Cash of approximately $382 million was paid to ZENS note holders in July 2018.
CenterPoint Energy’s reference shares for each ZENS consisted of the following:
 June 30, 2018 December 31, 2017 March 31, 2019 December 31, 2018
 (in shares) (in shares)
AT&T Common 0.7185
 —
 0.7185
 0.7185
Charter Common 0.061382
 0.061382
 0.061382
 0.061382
Time Common —
 0.0625
TW Common —
 0.5

As of June 30, 2018,March 31, 2019, the contingent principal amount of the ZENS was $484$89 million.

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

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

Inventory Financing. NGD has AMAs associated with its utility distribution service in Arkansas, Louisiana, Mississippi, Oklahoma and Texas. In March 2018, NGD’s third party AMAs in Arkansas, Louisiana and Oklahoma expired, and NGD entered into new AMAs with CES effective April 1, 2018 in these states. 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 and had anfinancing. There were no associated principal obligation of $ -0- and $39 millionobligations outstanding as of June 30, 2018 andeither March 31, 2019 or December 31, 2017, respectively.2018.


(b)Long-term Debt

Debt Issuances. During the sixthree months ended June 30, 2018,March 31, 2019, the following debt instruments were issued:
  Issuance Date Debt Instrument Aggregate Principal Amount Interest Rate Maturity Date
      (in millions)    
Houston Electric February 2018 General mortgage bonds $400
 3.95% 2048
CERC Corp. March 2018 Unsecured senior notes   300
 3.55% 2023
CERC Corp. March 2018 Unsecured senior notes 300
 4.00% 2028
  Issuance Date Debt Instrument Aggregate Principal Amount Interest Rate 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
 3.21% 2020

(1)Draw down by VCC on its variable rate term loan.
The proceeds
Proceeds from these issuancesHouston Electric’s debt issuance were used for general limited liability company purposes, including capital expenditures. Proceeds from VCC’s draw down of its term loan were used for general corporate purposes.


Acquired Debt (CenterPoint Energy). The table below summarizes the long-term debt of Vectren and corporate purposes,its subsidiaries that remained outstanding as applicable, including to repay portions of outstanding commercial paperMarch 31, 2019:
 (in millions)
Long-term debt: 
Senior notes 3.33% to 7.08% 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 2.375% to 6.72% due 2022 to 2055 (4)
293
Commercial paper (5)
175
Bank revolver (6)
135
Total Vectren debt$1,740

(1)Consists of $532 million of senior notes issued by VUHI, $96 million of senior notes issues by Indiana Gas, and $9 million of senior notes issued by VCC. The senior notes issued by VUHI are guaranteed by SIGECO, Indiana Gas and VEDO. The senior notes issued by VCC are guaranteed by Vectren. Immediately subsequent to 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 $5 million of accrued interest, CenterPoint Energy issued approximately $764 million of commercial paper.

(2)Issued by VUHI and guaranteed by SIGECO, Indiana Gas and VEDO. As of March 31, 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 March 31, 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.

(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 March 31, 2019, maturities of CenterPoint Energy’s money pool.long-term debt were as follows:
 (in millions)
Remaining nine months of 2019$283
2020831
20211,761
20224,241
2023713
2024684
2025 and thereafter5,757


Credit FacilityFacilities. In May 2018, CenterPoint Energy entered into an amendment to its revolving credit facility that will increase the aggregate commitments from $1.7 billion to $3.3 billion effective the earlier of (i) the termination of all commitments by certain lenders to provide the Bridge Facility and (ii) the payment in full of all obligations (other than contingent obligations) under the Bridge Facility and termination of all commitments to advance additional credit thereunder, and in each case, so long as the Merger Agreement has not been terminated pursuant to the terms thereof without consummation of the Merger. This increase to CenterPoint Energy’s revolving credit facility will automatically expire on the earlier of the (a) termination date of the revolving credit facility and (b) if the Merger Agreement is terminated without consummation of the Merger, the date that is 90 days after such termination. In addition, the amendment provides for a temporary increase on the maximum ratio of debt for borrowed money to capital from 65% to 75% until the earlier of (i) June 30, 2019 and (ii) the termination of all commitments in respect of the Bridge Facility without any borrowing thereunder.

The Registrants had the following revolving credit facilities and utilizationas of such facilities:March 31, 2019:
   June 30, 2018 December 31, 2017
 Size of
Facility		 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$1,700
(1)$—
 $6
 $—
 —% $—
 $6
 $855
 1.88%
Houston Electric300
 —
 4
 —
 —
 —
 4
 —
 —
CERC Corp.900
 —
 1
 565
 2.37% —
 1
 898
 1.72%
Total$2,900
 $—
 $11
 $565
   $—
 $11
 $1,753
  

(1)Pursuant to the amendment entered into in May 2018, the aggregate commitments under the CenterPoint Energy revolving credit facility will increase to $3.3 billion upon the satisfaction of certain conditions described above.
Execution
Date
 Company 
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
June 30, 2018 (2)
 Termination Date 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
March 31, 2019 (2)
 Termination Date
 (in millions)  (in millions) 
March 3, 2016 CenterPoint Energy $1,700
(3)1.250% 75%(4) (5)52.1% March 3, 2022 CenterPoint Energy $3,300
 1.500% 65%(3)57.2% March 3, 2022
July 14, 2017 
CenterPoint Energy (4)
 400
 1.125% 65% 29.3% July 14, 2022
July 14, 2017 
CenterPoint Energy (5)
 200
 1.250% 65% 29.6% July 14, 2022
March 3, 2016 Houston Electric 300
 1.125% 65%(5)50.7% March 3, 2022 Houston Electric 300
 1.125% 65%(3)49.9% March 3, 2022
March 3, 2016 CERC Corp. 900
 1.250% 65% 37.8% March 3, 2022 
CERC (6)
 900
 1.250% 65% 45.9% March 3, 2022
 $5,100
 

(1)Based on current credit ratings.

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

(3)Pursuant to the amendment entered into in May 2018, the aggregate commitments under the CenterPoint Energy revolving credit facility will increase to $3.3 billion upon the satisfaction of certain conditions described above.

(4)CenterPoint Energy’s financial covenant limit will return to 65% upon the earlier of (i) June 30, 2019 or (ii) the termination of all commitments in respect of the Bridge Facility without any borrowing thereunder.

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

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

(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.

(6)This credit facility was issued by CERC Corp.

The Registrants, including the subsidiaries of CenterPoint Energy discussed above, were in compliance with all financial debt covenants as of June 30, 2018.March 31, 2019.

The table below reflects the utilization of the Registrants’ respective revolving credit facilities:
  March 31, 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
  
CenterPoint Energy (1)
 $—
 $6
 $2,683
 2.83% $—
 $6
 $—
 —%
CenterPoint Energy (2)
 —
 —
 175
 2.71% —
 —
 —
 —
CenterPoint Energy (3)
 135
 —
 —
 3.74% —
 —
 —
 —
Houston Electric —
 4
 —
 —% —
 4
 —
 —
CERC (4)
 —
 1
 221
 2.64% —
 1
 210
 2.93%
Total $135
 $11
 $3,079
   $—
 $11
 $210
  

(1)CenterPoint Energy’s outstanding commercial paper generally has maturities of 60 days or less. Approximately $1.7 billion was issued to refinance commercial paper used to fund a portion of the cash consideration for the Merger, pay

related fees and expenses, pay Vectren’s stub period cash dividend and long-term incentive payments and repay indebtedness of Vectren subsidiaries redeemed at the option of the holder as a result of the closing of the Merger.

(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.

(4)This credit facility was issued by CERC Corp.

Other. As of March 31, 2019, certain financial institutions had 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 March 31, 2019, such financial institutions had issued $23 million of letters of credit on behalf of Vectren and certain of its subsidiaries. 

As of both June 30, 2018March 31, 2019 and December 31, 2017,2018, Houston Electric had issued $118$68 million of general mortgage bonds as collateral for long-term debt of CenterPoint Energy. These bonds are not reflected in Houston Electric’s consolidated financial statements because of the contingent nature of the obligations.

(13) Income Taxes

The Registrants reported the following effective tax rates:
Three Months Ended June 30, Six Months Ended June 30, Three Months Ended March 31,
2018 2017 2018 2017 2019 2018
CenterPoint Energy(1)15% 36% 27% 36% 12% 22%
Houston Electric(2)21% 36% 22% 36% 18% 22%
CERC22% 35% 22% 37%
CERC - Continuing operations (3)
 16% 20%
CERC - Discontinued operations (4)
 —% 25%

CenterPoint Energy’s lower effective tax rate for the three and six months ended June 30, 2018 compared to the same periods for 2017 was primarily due to the reduction in the federal corporate income tax rate from 35% to 21% effective January 1, 2018 as prescribed by the TCJA, and partially offset by the impact of state tax law changes which resulted in re-measurement of state deferred taxes. The state tax law changes combined with the lower earnings for the period result in the lower than expected effective tax rate for the current quarter and higher than expected six-month effective tax rate.
(1)CenterPoint Energy’s lower effective tax rate for the three months ended March 31, 2019 compared to the three months ended March 31, 2018 was primarily due to remeasurement of state tax liability for changes in apportionment and filing methodologies resulting from the Merger and an increase in the amount of amortization of the net regulatory EDIT liability as decreed by regulators in certain jurisdictions.

(2)Houston Electric’s lower effective tax rate for the three months ended March 31, 2019 compared to the three months ended March 31, 2018 was primarily due to an increase in the amount of amortization of the net regulatory EDIT liability as decreed by regulators.
Houston Electric’s and CERC’s lower effective tax rate for the three and six months ended June 30, 2018 compared to the same periods for 2017 was primarily due to the reduction in the federal corporate income tax rate from 35% to 21% effective January 1, 2018 as prescribed by the TCJA.
(3)CERC’s lower effective tax rate on income from continuing operations for the three months ended March 31, 2019 compared to the three months ended March 31, 2018 was primarily due to an increase in the amount of amortization of the net regulatory EDIT liability as decreed by regulators in certain jurisdictions.

(4)CERC’s effective tax rate from discontinued operations for the three months ended March 31, 2018 was a result of the 21% federal income tax rate plus allocable state income taxes. There is no comparable period in 2019 since the Internal Spin was completed in the third quarter of 2018.

The Registrants reported noa net uncertain tax liability asinclusive of June 30, 2018interest and expect nopenalties of $1 million for the three months ended March 31, 2019. No significant changes to the uncertain tax liability are expected over the next twelve months. TaxFor Vectren, the 2016 tax year is currently under audit by the IRS. For CenterPoint Energy, tax years through 2016 have been audited and settled with the IRS, however, during 2018, CenterPoint Energy filed an amended 2014 tax return to claim additional tax credits that is currently under review by the IRS. For the 2017 and 2018– 2019 tax years, CenterPoint Energy is a participant in the IRS’s Compliance Assurance Process.


(14) Commitments and Contingencies

(a)Natural Gas Supply CommitmentsPurchase Obligations (CenterPoint Energy and CERC)

Natural gas supply commitmentsCommitments include natural gas contractsminimum purchase obligations related to CenterPoint Energy’s and CERC’s Natural Gas Distribution and Energy Services businessreportable segments whichand CenterPoint Energy’s Indiana Electric Integrated reportable segment.  Contracts with minimum payment provisions have various quantity requirements and durations thatand are not classified as non-trading derivative assets and liabilities in CenterPoint Energy’s and CERC’s Condensed Consolidated Balance Sheets as of June 30, 2018March 31, 2019 and December 31, 2017 as these2018. 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 June 30, 2018,March 31, 2019, minimum paymentpurchase obligations for natural gas supply commitments are approximately:
(in millions)CenterPoint Energy CERC
Remaining six months of 2018$185
2019264
(in millions)
Remaining nine months of 2019$427
 $282
2020168
620
 420
202182
531
 351
202251
406
 232
2023 and beyond123
2023308
 155
2024328
 231
2025 and beyond1,445
 1,083

Indiana Electric 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)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 March 31, 2019, there were 63 open surety bonds supporting future performance with an aggregate face amount of approximately $600 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 March 31, 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, based on 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 March 31, 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 March 31, 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 $473 million. This exposure primarily relates to energy savings guarantees on federal energy savings performance contracts.  Other parent company level guarantees, certain of which do not contain a cap on potential liability, have been issued in support of federal operations and maintenance projects for which a maximum exposure cannot be estimated based on the nature of the projects.  While there can be no assurance that performance under any of these parent company guarantees will not be required in the future, CenterPoint Energy considers the likelihood of a material amount being incurred as remote.

(c)Legal, Environmental and Other Matters

Legal Matters

Gas Market Manipulation Cases.Cases (CenterPoint Energy and CERC).  CenterPoint Energy, Houston Electric or theirits predecessor, Reliant Energy, and certain of their former subsidiaries have beenwere named as defendants in certaina large number of lawsuits 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. CenterPoint Energy and its affiliates were released or dismissed from all such cases, except for one case pending in federal court in Nevada in which CES, a subsidiary of CERC, is a defendant. Plaintiffs in that case allege a conspiracy to inflate Wisconsin natural gas prices in 2000-2002. In May 2016, the district court granted CES’s motion for summary judgment, dismissing CES from the case. In August 2018, the Ninth Circuit Court of Appeals reversed that ruling, and CES requested further appellate review of that decision (which review has been stayed pending approval of the settlement agreement described below. 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,Through a series of transactions, RRI sold its Texas retail business to a subsidiary of NRGbecame known as GenOn 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 NRGthose transactions alters RRI’s (now GenOn’s)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. CenterPoint Energy and its affiliates have since been released or dismissed from all such cases. CES, a subsidiary of CERC Corp., was a defendant in a case now pending in federal court in Nevada alleging a conspiracy to inflate Wisconsin natural gas prices in 2000–2002. On May 24, 2016, the district court granted CES’s motion for summary judgment, dismissing CES from the case. The plaintiffs have appealed that ruling. CenterPoint Energy and CES intend to continue vigorously defending against the plaintiffs’ claims. In June 2017, however, GenOn and various affiliates filed for protection under Chapter 11 of the U.S. Bankruptcy Code. In December 2017,2018, GenOn received court approval of a restructuring plancompleted its reorganization and is expected to emergeemerged from Chapter 11 in 2018.11. CenterPoint Energy, CERC, and CES submitted proofs of claim in the bankruptcy proceedings to protect their indemnity rights. In October 2018, CES, GenOn, and the plaintiffs reached an agreement to settle all claims against CES and CES’s indemnity claims against GenOn, subject to approvals by the bankruptcy court and the federal district court. In January 2019, the bankruptcy court approved the settlement between CES and GenOn, and in March 2019, the federal district court issued preliminary approval and set a final approval hearing for August 2019. If the settlement agreement between CES, GenOn were unable to meet its indemnity obligations or satisfy a liability that has been assumed inand the gas market manipulation litigation, then CenterPoint Energy, Houston Electric or CERCplaintiffs is not ultimately approved by the federal district court, CES could incur liability and be responsible for satisfying the liability.it. CenterPoint Energy does not expect the ultimate outcome of the case against CESthis matter to have a material adverse effect on its financial condition, results of operations or cash flows.

Minnehaha Academy (CenterPoint Energy and CERC).  On August 2, 2017, a natural gas explosion occurred at the Minnehaha Academy in Minneapolis, Minnesota, resulting in the deaths of two school employees, serious injuries to others and significant property damage to the school.  CenterPoint Energy, certain of its subsidiaries, including CERC, and the contractor company working in the school have been named in litigation arising out of this incident.  CenterPoint Energy hasand CERC have reached confidential settlement agreements with some claimants. Additionally, CenterPoint Energy isand CERC are cooperating with the ongoing investigation conducted by the National Transportation Safety Board. Further, CenterPoint Energy isand CERC are contesting approximately $200,000 in fines imposed by the Minnesota Office of Pipeline Safety.  In early 2018, the Minnesota Occupational Safety and Health Administration concluded its investigation without any adverse findings against CenterPoint Energy.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 allege 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. The lawsuits also seek certification as class actions. In August 2018, the seven lawsuits were consolidated, and the Court denied the plaintiffs’ request for a preliminary injunction. The plaintiffs filed their Consolidated Amended Class Action Complaint in October 2018, which the defendants have moved to dismiss and which motion remains pending. The plaintiffs filed their response in opposition to the motion to dismiss in January 2019, and Vectren filed its reply in support of the motion to dismiss in February 2019. In December 2018, two plaintiffs voluntarily dismissed their lawsuits, for which the Court entered an order approving the voluntary dismissal and dismissed without prejudice in January 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 (CenterPointSites. CenterPoint Energy, and CERC). CERC and its predecessors operated MGPs in the past. With respect toIn addition, certain Minnesota MGP sites, CERC has completed state-ordered remediation and continues state-ordered monitoring and water treatment. As of June 30, 2018, CERC had a recorded liability of $7 million for continued monitoring and any future remediation required by regulatorsCenterPoint Energy’s subsidiaries acquired through the Merger operated MGPs in Minnesota. The estimated range of possible remediation costs for the sites for which CERC believes it may have responsibility was $4 million to $30 million based on remediation continuing for 30 to 50 years. 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. past.


(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. As of March 31, 2019, CenterPoint Energy and CERC had a recorded liability of $7 million for continued monitoring and any future remediation required by regulators in Minnesota. The estimated range of possible remediation costs for the sites for which CenterPoint Energy and CERC believe they may have responsibility was $5 million to $32 million based on remediation continuing for 30 to 50 years. 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
(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 Voluntary Remediation Program. 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.

The costs CenterPoint Energy expects to incur to fulfill its obligations are estimated by management using assumptions based on actual costs incurred, the Minnesotatiming of expected future payments and inflation factors, among others. While CenterPoint Energy has recorded all costs which it presently expects to incur in connection with activities at these sites, it is possible that future events may require remedial activities which are not presently foreseen and those costs may not be subject to PRP or insurance recovery. As of March 31, 2019, approximately $3 million of accrued costs related to these sites are included in Other liabilities on CenterPoint Energy’s Condensed Consolidated Balance Sheets. 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 share of the EPAremediation efforts and are therefore net of exposures of other regulators have investigated MGP sites that were owned or operated by CERC or may have been owned by one of its former affiliates. PRPs.

(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.

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

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

CCR Rule (CenterPoint Energy). In April 2015, the EPA finalized its CCR Rule, which regulates ash as non-hazardous material under the RCRA. The final rule allows beneficial reuse of ash, and the majority of the ash generated by Indiana Electric’s generating plants will continue to be reused.  In July 2018, the EPA released its final CCR Rule Phase I Reconsideration which extended the deadline to October 31, 2020 for ceasing placement of ash in ponds that exceed groundwater protections standards or fails to meet location restrictions. While the EPA Phase I Reconsideration moves forward, the existing CCR compliance obligations remain in effect.

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 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 one of the ponds at F.B. Culley. 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. Ongoing analysis and refinement of estimates of the F.B. Culley ponds continues.  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.  Any proceeds received would offset costs that have been and will be incurred to close the ponds.

As of March 31, 2019, CenterPoint Energy has recorded an approximate $46 million ARO, which represents the discounted value of future cash flow estimates to close the ponds at A.B. Brown and F.B Culley. The fair value of the ARO assumed on the Merger Date is preliminary.  This estimate is also subject to change in the near term 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 $45 million and $65 million to complete the A.B. Brown closure project.

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

Other Proceedings

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


(15) Earnings Per Share (CenterPoint Energy)

The following table reconciles numerators and denominators of CenterPoint Energy’s basic and diluted earnings (loss) per common share. Basic earnings per common share calculations: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 June 30, Six Months Ended June 30,
 2018 2017 2018 2017
 (in millions, except share and per share amounts)
Net income (loss)$(75) $135
 $90
 $327
        
Basic weighted average shares outstanding431,523,000
 430,996,000
 431,378,000
 430,896,000
Plus: Incremental shares from assumed conversions:       
Restricted stock (1)
—
 2,801,000
 3,029,000
 2,801,000
Diluted weighted average shares431,523,000
 433,797,000
 434,407,000
 433,697,000
Basic earnings (loss) per share       
Net income (loss)$(0.17) $0.31
 $0.21
 $0.76
Diluted earnings (loss) per share       
Net income (loss)$(0.17) $0.31
 $0.21
 $0.75
 Three Months Ended March 31,
 2019 2018
 (in millions, except share and per share amounts)
Numerator:   
Income available to common shareholders - basic$140
 $165
Add back: Series B Preferred Stock dividend—
 —
Income available to common shareholders - diluted$140
 $165
    
Denominator:   
Weighted average common shares outstanding - basic501,521,000
 431,231,000
Plus: Incremental shares from assumed conversions:   
Restricted stock (1)
2,423,000
 2,777,000
Series B Preferred Stock (2)
—
 —
Weighted average common shares outstanding - diluted503,944,000
 434,008,000
    
Earnings per common share:   
Basic earnings per common share$0.28
 $0.38
Diluted earnings per common share$0.28
 $0.38

(1)The potentially dilutive impact from restricted stock awards applies the treasury stock method. Under this method, an increase in the average fair market value of Common Stock can result in a greater dilutive impact from these securities.
(1)3,029,000 incremental shares from assumed conversions of restricted stock have not been included in the computation of diluted earnings (loss) per share for the three months ended June 30, 2018 as their inclusion would be anti-dilutive.
(2)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 months ended March 31, 2019 excludes 34,354,000 potentially dilutive shares because to include them would be anti-dilutive. However, these shares could be potentially dilutive in the future.


(16) Reportable Business Segments

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

Reportable businessAs of March 31, 2019, reportable segments by Registrant arewere as follows:
Registrants Houston Electric Transmission & DistributionT&DIndiana Electric Integrated Natural Gas Distribution 
Energy
 Services
 Infrastructure ServicesMidstream Investments Corporate and Other Operations
CenterPoint EnergyXX X X X X X
Houston Electric X        
CERC   X X X X

The Houston Electric Transmission & DistributionT&D reportable segment consists of the electric transmission and distribution function.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.

CenterPoint Energy’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.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 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 the equity investment in Enable (excluding the Enable Series A Preferred Units).

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

Houston ElectricCERC’s Corporate and Other reportable segment consists primarily of a single reportablecorporate operations which support all of the business segment and therefore is not included in the tabular business segment presentation below. Operating income (loss) amounts for 2017 have been recast to reflect the adoptionoperations of ASU 2017-07 (see Note 2 for further information).CERC.

Financial data for businessreportable segments is as follows:

CenterPoint Energy
 Three Months Ended June 30,
 2018 2017
 Revenues from
External
Customers		 Net
Intersegment
Revenues		 
Operating
Income
(Loss)
 Revenues from
External
Customers		 Net
Intersegment
Revenues		 Operating
Income
 (in millions)
Electric Transmission & Distribution$854
(1)$—
 $181
 $752
(1)$—
 $171
Natural Gas Distribution487
 8
 7
 470
 7
 42
Energy Services841
 19
 15
 918
 13
 16
Midstream Investments (2)
—
 —
 —
 —
 —
 —
Other Operations4
 —
 (16) 3
 —
 11
Eliminations—
 (27) —
 —
 (20) —
Consolidated$2,186
 $—
 $187
 $2,143
 $—
 $240

Six Months Ended June 30,Three Months Ended March 31,
2018 20172019 2018
Revenues from
External
Customers
 
Net
Intersegment
Revenues
 
Operating
Income
(Loss)
 
Revenues from
External
Customers
 
Net
Intersegment
Revenues
 Operating
Income
Revenues from
External
Customers
 
Net
Intersegment
Revenues
 
Operating
Income
(Loss)
 
Revenues from
External
Customers
 
Net
Intersegment
Revenues
 
Operating
Income
(Loss)
(in millions)(in millions)
Electric Transmission & Distribution$1,605
(1)$—
 $296
 $1,391
(1)$—
 $257
Houston Electric T&D$689
(1)$—
 $84
 $751
(1)$—
 $115
Indiana Electric Integrated83
 —
 (9) —
 —
 —
Natural Gas Distribution1,630
 18
 163
 1,377
 16
 210
1,389
 10
 167
 1,143
 10
 156
Energy Services2,098
 47
 (11) 2,103
 24
 51
1,182
 64
 33
 1,257
 28
 (26)
Infrastructure Services146
 —
 (16) —
 —
 —
Midstream Investments (2)
—
 —
 —
 —
 
— 

 —
—
 —
 —
 —
 —
 —
Other Operations8
 —
 (10) 7
 —
 13
Corporate and Other42
 —
 (14) 4
 —
 6
Eliminations—
 (65) —
 —
 (40) —
—
 (74) —
 —
 (38) —
Consolidated$5,341
 $—
 $438
 $4,878
 $—
 $531
$3,531
 $—
 $245
 $3,155
 $—
 $251

(1)CenterPoint Energy’s and Houston Electric’s Electric Transmission & DistributionT&D revenues from major customers are as follows:
  Three Months Ended June 30, Six Months Ended June 30,
  2018 2017 2018 2017
  (in millions)
Affiliates of NRG $169
 $167
 $330
 $319
Affiliates of Vistra Energy Corp. 59
 53
 113
 100

CERC
 Three Months Ended June 30,
 2018 2017
 Revenues from
External
Customers		 Net
Intersegment
Revenues		 Operating
Income		 Revenues from
External
Customers		 Net
Intersegment
Revenues		 Operating
Income
 (in millions)
Natural Gas Distribution$487
 $8
 $7
 $470
 $7
 $42
Energy Services841
 19
 15
 918
 13
 16
Midstream Investments (2)
—
 —
 —
 —
 —
 —
Other Operations—
 —
 —
 (1) —
 1
Eliminations—
 (27) —
 —
 (20) —
Consolidated$1,328
 $—
 $22
 $1,387
 $—
 $59
 Six Months Ended June 30,
 2018 2017
 
Revenues from
External
Customers
 
Net
Intersegment
Revenues
 
Operating
Income
(Loss)
 
Revenues from
External
Customers
 
Net
Intersegment
Revenues
 
Operating
Income
 (Loss)
 (in millions)
Natural Gas Distribution$1,630
 $18
 $163
 $1,377
 $16
 $210
Energy Services2,098
 47
 (11) 2,103
 24
 51
Midstream Investments (2)
—
 —
 —
 —
 
— 

 —
Other Operations—
 —
 1
 —
 —
 (3)
Eliminations—
 (65) —
 —
 (40) —
Consolidated$3,728
 $—
 $153
 $3,480
 $—
 $258
   Three Months Ended March 31,
   2019 2018
  (in millions)
Affiliates of NRG  $151
 $161
Affiliates of Vistra Energy Corp.  54
 54


(2)CenterPoint Energy’s and CERC’s Midstream Investments’ equity earnings, net are as follows:
  Three Months Ended June 30, Six Months Ended June 30,
  2018 2017 2018 2017
  (in millions)
Enable $58
 $59
 $127
 $131
   Three Months Ended March 31,
   2019 2018
  (in millions)
Enable  $62
 $69

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

CERC
 Three Months Ended March 31,
 2019 2018
 
Revenues from
External
Customers
 
Net
Intersegment
Revenues
 
Operating
Income
(Loss)
 
Revenues from
External
Customers
 
Net
Intersegment
Revenues
 
Operating
Income
 (Loss)
 (in millions)
Natural Gas Distribution$1,185
 $10
 $164
 $1,143
 $10
 $156
Energy Services1,182
 64
 33
 1,257
 28
 (26)
Corporate and Other1
 —
 (1) —
 —
 1
Eliminations—
 (74) —
 —
 (38) —
Consolidated$2,368
 $—
 $196
 $2,400
 $—
 $131

CenterPoint Energy and CERC
Total AssetsTotal Assets
June 30, 2018 December 31, 2017March 31, 2019 December 31, 2018
CenterPoint
 Energy
 CERC CenterPoint
Energy		 CERC
CenterPoint
 Energy
 CERC CenterPoint
Energy		 CERC
(in millions)(in millions)
Electric Transmission & Distribution$10,430
 $—
 $10,292
 $—
Natural Gas Distribution6,501
 6,501
 6,608
 6,608
Houston Electric T&D$11,420
 $—
 $10,509
 $—
Indiana Electric Integrated (1)
1,953
 —
 —
 —
Natural Gas Distribution (1)
10,492
 6,904
 6,956
 6,956
Energy Services1,256
 1,256
 1,521
 1,521
1,370
 1,370
 1,558
 1,558
Infrastructure Services (1)
814
 —
 —
 —
Midstream Investments2,451
 2,451
 2,472
 2,472
2,839
 —
 2,482
 —
Other Operations2,311
(3)89
 2,497
(3)70
Corporate and Other (1)
3,515
(3)80
 6,156
(3)66
Unallocated Merger goodwill (2)
4,256
 —
 —
 —
Eliminations(841) (655) (654) (559)(2,757) (289) (652) (366)
Consolidated$22,108
 $9,642
 $22,736
 $10,112
$33,902
 $8,065
 $27,009
 $8,214

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

(2)CenterPoint Energy is currently assessing its reporting units subsequent to the Merger and the allocation of goodwill from the Merger to those reporting units. See Note 3.

(3)Includes pension and other postemployment-related regulatory assets of $577$652 million and $600$665 million, respectively, as of June 30, 2018March 31, 2019 and December 31, 2017.2018. 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:
Six Months Ended June 30,Three Months Ended March 31,
2018 20172019 2018
CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERCCenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC
(in millions)(in millions)
Cash Payments/Receipts:                      
Interest, net of capitalized interest$167
 $90
 $50
 $182
 $94
 $56
$154
 $86
 $35
 $116
 $61
 $39
Income taxes, net88
 120
 3
 11
 76
 3
Income taxes (refunds), net(4) —
 —
 (4) 16
 —
Non-cash transactions:         
           
  
Accounts payable related to capital expenditures133
 75
 69
 106
 75
 44
166
 98
 49
 102
 78
 39
ROU assets obtained in exchange for lease liabilities29
 1
 26
 —
 —
 —

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:
June 30, 2018 December 31, 2017March 31, 2019 December 31, 2018
CenterPoint Energy Houston Electric CenterPoint Energy Houston ElectricCenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC
(in millions)(in millions)
Cash and cash equivalents$328
 $253
 $260
 $238
$255
 $243
 $1
 $4,231
 $335
 $14
Restricted cash included in Prepaid expenses and other current assets37
 37
 35
 35
99
 33
 11
 46
 34
 11
Restricted cash included in Other1
 1
 1
 1
1
 1
 —
 1
 1
 —
Total cash, cash equivalents and restricted cash shown in Condensed Statements of Consolidated Cash Flows$366
 $291
 $296
 $274
$355
 $277
 $12
 $4,278
 $370
 $25

CERC does not have restricted cash and therefore was not included in the table above.


(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:
June 30, 2018 December 31, 2017March 31, 2019
December 31, 2018
Houston Electric CERC Houston Electric CERCHouston Electric
CERC
Houston Electric
CERC
(in millions)(in millions)
Money pool investments (borrowings) (1)
$26
 $—
 $(60) $(570)$979
 $220
 $(1) $114
Weighted average interest rate2.00% —% 1.90% 1.90%2.87% 2.87% 2.42% 2.42%

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

Affiliate
Houston Electric and CERC affiliate related net interest income (expense) was not material for either the three or six months ended June 30, 2018 or 2017.were as follows:
 Three Months Ended March 31,
 2019 2018
 Houston Electric CERC Houston Electric CERC
 (in millions)
Interest income (expense) (1)$3
 $1
 $—
 $(2)

(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 a number ofcertain 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 June 30, Six Months Ended June 30, Three Months Ended March 31,
 2018 2017 2018 2017 2019 2018
 Houston Electric CERC Houston Electric CERC Houston Electric CERC Houston Electric CERC Houston Electric CERC Houston Electric CERC
 (in millions)(in millions)
Corporate service charges $47
 $35
 $44
 $32
 $91
 $69
 $86
 $63
 $52
 $43
 $44
 $34
Net affiliate service charges (billings) (3) 3
 (4) 4
 (5) 5
 (5) 5
 (2) 2
 (2) 2

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 March 31, 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 March 31, 2019.

The table below presents transactions among Houston Electric, CERC and CERC paid dividends on their common shares and stock, respectively, toparent, Utility Holding, LLC as follows:Holding.
  Three Months Ended June 30, Six Months Ended June 30,
  2018 2017 2018 2017
  Houston Electric CERC Houston Electric CERC Houston Electric CERC Houston Electric CERC
  (in millions)
Dividends paid $31
 $125
 $10
 $140
 $63
 $211
 $42
 $248
  Three Months Ended March 31,
  2019 2018
  Houston Electric CERC Houston Electric CERC
 (in millions)
Cash dividends paid to parent $24
 $20
 $32
 $86
Cash contribution from parent 590
 —
 —
 —

(19) Leases

The Registrants adopted ASC 842 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 at transition 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 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. The Registrants have elected an accounting policy that exempts leases with terms of one year or less from the recognition requirements of ASU 842—Leases.

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 March 31,
  2019
  CenterPoint Energy Houston Electric CERC
 (in millions)
Operating lease cost $4
 $—
 $1
Short-term lease cost 5
 2
 —
Total lease cost $9
 $2
 $1

Supplemental balance sheet information related to leases was as follows:
  March 31, 2019
  CenterPoint Energy Houston Electric CERC
  (in millions, except lease term and discount rate)
Assets:      
Operating ROU assets (1)
 $67
 $1
 $26
Total leased assets $67
 $1
 $26
Liabilities:      
Current operating lease liability (2)
 $18
 $—
 $4
Non-current operating lease liability (3)
 49
 1
 22
Total leased liabilities $67
 $1
 $26
       
Weighted-average remaining lease term (in years) - operating leases 5.6
 5.6
 8.2
Weighted-average discount rate - operating leases 3.45% 3.50% 3.67%


(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 March 31, 2019, maturities of operating lease liabilities were as follows:
 CenterPoint Energy 
Houston
 Electric
 CERC
 (in millions)
Remaining nine months of 2019$19
 $1
 $4
202018
 —
 5
202112
 —
 4
20227
 —
 4
20236
 —
 3
20243
 —
 2
2025 and beyond9
 —
 9
Total lease payments74
 1
 31
Less: Interest7
 —
 5
Present value of lease liabilities$67
 $1
 $26

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
20206
 —
 5
20215
 —
 4
20224
 —
 4
20233
 —
 3
2024 and beyond12
 —
 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 March 31, 2019, maturities of undiscounted operating lease payments to be received are as follows:
 CenterPoint Energy 
Houston
 Electric
 CERC
 (in millions)
Remaining nine months of 2019$3
 $—
 $—
20201
 1
 —
20212
 —
 —
20222
 —
 —
20232
 —
 —
20242
 —
 —
2025 and beyond10
 —
 —
Total lease payments to be received$22
 $1
 $—


Other information related to leases is as follows:
  Three Months Ended March 31,
  2019
  CenterPoint Energy Houston Electric CERC
 (in millions)
Operating cash flows from operating leases included in the measurement of lease liabilities $5
 $1
 $1

(20) Equity

Dividends Declared and Paid (CenterPoint Energy)

CenterPoint Energy declared no dividends on its Common Stock during the three months ended March 31, 2019 or 2018. CenterPoint Energy paid dividends on its Common Stock during the three months ended March 31, 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
Total 2019     $0.2875
 $144
         
December 13, 2017 February 15, 2018 March 8, 2018 $0.2775
 $120
Total 2018     $0.2775
 $120

CenterPoint Energy declared no dividends on its Series A Preferred Stock or Series B Preferred Stock during the three months ended March 31, 2019.

CenterPoint Energy paid dividends on its Series A Preferred Stock during the three months ended March 31, 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
Total 2019     $32.1563
 $26

CenterPoint Energy paid dividends on its Series B Preferred Stock during the three months ended March 31, 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
Total 2019     $17.5000
 $17
Dividend Requirement on Preferred Stock (CenterPoint Energy)
 Three Months Ended March 31,
 2019 2018
 (in millions)
Series A Preferred Stock$12
 $—
Series B Preferred Stock17
 —
Total preferred stock dividend requirement$29
 $—


Accumulated Other Comprehensive Income (Loss)

Changes in accumulated comprehensive income (loss) are as follows:
 Three Months Ended March 31,
 2019 2018
 CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC
 (in millions)
Beginning Balance$(108) $(14) $5
 $(68) $—
 $6
Other comprehensive income (loss) before reclassifications:           
Deferred gain (loss) from interest rate derivatives (1)(1) (1) —
 5
 5
 —
Amounts reclassified from accumulated other comprehensive loss:           
Actuarial losses (2)2
 —
 —
 2
 —
 —
Reclassification of deferred loss from cash flow hedges realized in net income1
 —
 —
 —
 —
 —
Tax expense(1) —
 —
 (2) (1) —
Net current period other comprehensive income (loss)1
 (1) —
 5
 4
 —
Ending Balance$(107) $(15) $5
 $(63) $4
 $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 and CERC)Energy)

CenterPoint Energy Dividend DeclarationDeclarations

On July 26, 2018, CenterPoint Energy’s Board of Directors declared a regular quarterly cash dividend of $0.2775 per share of common stock payable on September 13, 2018 to shareholders of record as of the close of business on August 16, 2018.

Equity Instrument Declaration Date Record Date Payment Date Per Share
Common Stock April 25, 2019 May 16, 2019 June 13, 2019 $0.2875
Series B Preferred Stock April 25, 2019 May 15, 2019 June 3, 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 April 29, 2019 May 21, 2019 May 29, 2019 $0.318
 $74
Enable Series A Preferred Units April 29, 2019 April 29, 2019 May 15, 2019 0.625
 9

On August 1, 2018, Enable declared a quarterly cash distribution of $0.318 per unit on all of its outstanding common units for the quarter ended June 30, 2018. Accordingly, CERC Corp. expects to receive a cash distribution of approximately $74 million from Enable in the third quarter of 2018 to be made with respect to CERC Corp.’s investment in common units of Enable for the second quarter of 2018.

On August 1, 2018, Enable declared a quarterly cash distribution of $0.625 per Series A Preferred Unit for the quarter ended June 30, 2018. Accordingly, CenterPoint Energy expects to receive a cash distribution of approximately $9 million from Enable in the third quarter of 2018 to be made with respect to CenterPoint Energy’s investment in Series A Preferred Units of Enable for the second quarter of 2018.

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

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

The following combined discussion and analysis should be read in combination with the Interim Condensed Financial Statements contained in this Form 10-Q and eachthe Registrants’ 2017combined 2018 Form 10-K. When discussing CenterPoint Energy’s consolidated financial information, it includes the results of Houston Electric and CERC, which, along with CenterPoint Energy, are collectively referred to as the Registrants. Where appropriate, information relating to a specific Registrant has been segregated and labeled as such. In this Form 10-Q, the terms “our,” “we” and “us” are used as abbreviated references to CenterPoint Energy, Inc. together with its consolidated subsidiaries.

RECENT EVENTS

Proposed Merger with Vectren. On April 21, 2018, CenterPoint Energy entered into the Merger Agreement. Under the terms ofFebruary 1, 2019, pursuant to the Merger Agreement, CenterPoint Energy will acquireconsummated the previously announced Merger and acquired Vectren for approximately $6 billion in cash. For more information about the proposed mergerMerger, see Notes 1 and 3 to the Interim Condensed Financial Statements. Concurrent with Vectren,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 316 to the Interim Condensed Financial Statements.

AT&T Merger.Debt Issuances. In June 2018, AT&T’s merger with TW closed.January 2019, Houston Electric issued $700 million aggregate principal amount of general mortgage bonds. For furthermore information regardingabout the AT&T merger and its impact on the ZENS,2019 debt issuance, see Note 1112 to the Interim Condensed Financial Statements.

Regulatory Proceedings. For details related to our pending and completed regulatory proceedings and orders related to the TCJA to date in 2018,2019, see “—Liquidity and Capital Resources —Regulatory Matters” below.

Credit Facility Amendment. In May 2018, CenterPoint Energy entered into an amendment to its revolving credit facility that will increase the aggregate commitments from $1.7 billion to $3.3 billion under certain conditions. For more information about the amendment, see Note 12 to the 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 CenterPoint Energy’s 2017 Form 10-K and “Risk Factors” in Item 1A of Part II of CenterPoint Energy’s First Quarterthe Registrants’ combined 2018 Form 10-Q and this Form 10-Q.10-K.
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended March 31,
2018 2017 2018 20172019 2018
(in millions, except per share amounts)(in millions, except per share amounts)
Revenues$2,186
 $2,143
 $5,341
 $4,878
$3,531
 $3,155
Expenses1,999
 1,903
 4,903
 4,347
3,286
 2,904
Operating Income187
 240
 438
 531
245
 251
Interest and Other Finance Charges(91) (77) (169) (155)(121) (78)
Interest on Securitization Bonds(14) (20) (30) (40)(12) (16)
Equity in Earnings of Unconsolidated Affiliate, net58
 59
 127
 131
62
 69
Other Income, net(228) 9
 (242) 43
Income (Loss) Before Income Taxes(88) 211
 124
 510
Income Tax Expense (Benefit)(13) 76
 34
 183
Net Income (Loss)$(75) $135
 $90
 $327
Basic Earnings (Loss) Per Share$(0.17) $0.31
 $0.21
 $0.76
Diluted Earnings (Loss) Per Share$(0.17) $0.31
 $0.21
 $0.75
Other Income (Expense), net17
 (14)
Income Before Income Taxes191
 212
Income Tax Expense22
 47
Net Income169
 165
Preferred Stock Dividend Requirement29
 —
Income Available to Common Shareholders$140
 $165
Basic Earnings Per Common Share$0.28
 $0.38
Diluted Earnings Per Common Share$0.28
 $0.38

Three months ended June 30, 2018March 31, 2019 compared to three months ended June 30, 2017March 31, 2018

WeCenterPoint Energy reported a net lossincome available to common shareholders of $75$140 million ($(0.17)0.28 per diluted share) for the three months ended March 31, 2019 compared to $165 million ($0.38 per diluted share) for the three months ended June 30, 2018 compared to net income of $135 million ($0.31 per diluted share) for the same period in 2017.March 31, 2018.

The decrease of $25 million in net income of $210 millionavailable to common shareholders was primarily due to the following key factors:

a $241$68 million increase in losses on indexed debt securities related to the ZENS included in Other Income, net shown above, resulting from a loss of $242 million from AT&T’s acquisition of TW in June 2018, partially offset by increased gains of $1 million in the underlying value of the indexed debt securities;securities related to the ZENS;

a $53 million decrease in operating income discussed below by segment;

a $14$43 million increase in interest expense, due toprimarily as a result of higher outstanding other long-term debt used to finance the Merger and additional long-term debt acquired through the amortization of Bridge Facility fees of $7 million;Merger, discussed further in Notes 3 and 12 to the Interim Condensed Financial Statements;

a $1$29 million increase in preferred stock dividend requirements;

a $7 million decrease in equity in earnings from ourthe investment in Enable, discussed further in Note 9 to ourthe Interim Condensed Financial Statements; and

a $1$6 million decrease in gains on marketable securities includedoperating income discussed below in Other Income, net shown above.Results of Operations by Reportable Segment.

These decreases in net income available to common shareholders were partially offset by the following:

an $89$82 million increase in gain on marketable securities included in Other Income (Expense), net shown above;

a $25 million decrease inof income tax expense due to lower net income and a reduction in the corporate income tax rate resulting from the TCJA, partially offset by re-measurement of state deferred taxes discussed further below;

a $6$10 million decreaseincrease in interest expense relatedincome resulting from the temporary investment of Merger financing funds prior to lower outstanding balancesthe consummation of our Securitization Bonds; andthe Merger included in Other Income (Expense), net shown above;

a $5 million increase in miscellaneous other non-operating income included in Other Income net shown above, primarily due to lower non-service cost components of net periodic pension and postretirement costs.

Six months ended June 30, 2018 compared to six months ended June 30, 2017

We reported net income of $90 million ($0.21 per diluted share) for the six months ended June 30, 2018 compared to net income of $327 million ($0.75 per diluted share) for the six months ended June 30, 2017.

The decrease in net income of $237 million was primarily due to the following key factors:

a $249 million increase in losses on indexed debt securities related to the ZENS included in Other Income, net shown above, resulting from a loss of $11 million from Meredith’s acquisition of Time in March 2018 and a loss of $242 million from AT&T’s acquisition of TW in June 2018, partially offset by increased gains of $4 million in the underlying value of the indexed debt securities;

a $93 million decrease in operating income discussed below by segment;

a $44 million decrease in gains on marketable securities included in Other Income,(Expense), net shown above;

a $14 million increase in interest expense due to higher outstanding other long-term debt and the amortization of Bridge Facility fees of $7 million; and

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

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

a $149 million decrease in income tax expense due to lower net income and a reduction in the corporate income tax rate resulting from the TCJA, partially offset by re-measurement of state deferred taxes discussed below;

a $10 million decrease in interest expense related to lower outstanding balances of ourthe Securitization Bonds; and

an $8a $2 million increase in miscellaneous other non-operatingdividend income on CenterPoint Energy’s ZENS-Related Securities included in Other Income (Expense), net shown above, primarily due to lower non-service cost components of net periodic pension and postretirement costs.above.

Income Tax Expense

OurCenterPoint Energy’s effective tax rate reported for the three months ended June 30, 2018March 31, 2019 was 15%12% compared to 36%22% for the same period in 2017. The effective tax rate reported for the sixthree months ended June 2018 was 27% compared to 36% for the same period in 2017.March 31, 2018. The lower effective tax rates for the three and six months ended June 30, 2018 wererate was primarily due to the reduction in the federal corporate income tax rate from 35% to 21% effective January 1, 2018 as prescribed by the TCJA, and partially offset by the impactremeasurement of state tax lawliability for changes which resulted in re-measurement of state deferred taxes. The state tax law changes combined withapportionment and filing methodologies resulting from the lower earnings for the period resultMerger and an increase in the lower than expected effective tax rate foramount of amortization of the current quarter and higher than expected six-month effective tax rate. We expect our annual effective tax rate for the fiscal year ending December 31, 2018 to be approximately 23%.net regulatory EDIT liability as decreed by regulators in certain jurisdictions.


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”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 Houston Electric’s 2017the Registrants’ combined 2018 Form 10-K.
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended March 31,
2018 2017 2018 20172019 2018
(in millions, except throughput and customer data)(in millions)
Revenues$854

$752

$1,609

$1,390
$686

$755
Expenses673

581

1,309

1,134
605

636
Operating income181

171

300

256
81

119
Interest and other finance charges(36) (32) (69) (65)(40) (33)
Interest on Securitization Bonds(14) (20) (30) (40)(12) (16)
Other income, net(3) (2) (6) (6)
Other income (expense), net4
 (3)
Income before income taxes128

117

195

145
33

67
Income tax expense27
 42
 42
 52
6
 15
Net income$101

$75

$153

$93
$27

$52

Three months ended June 30, 2018March 31, 2019 compared to three months ended June 30, 2017March 31, 2018

Houston Electric reported net income of $101$27 million for the three months ended June 30, 2018March 31, 2019 compared to net income of $75$52 million for the same period in 2017.three months ended March 31, 2018.  

Net income increased $26The decrease of $25 million due to the following key factors:

a $16 million increase in TDU operating income as discussed further below in Results of Operations by Business Segment; and

a $15 million decrease in income tax expense due to a reduction in the corporate income tax rate resulting from the TCJA.

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

a $4 million increase in interest expense due to higher outstanding other long-term debt; and

a $1 million decrease in miscellaneous other non-operating income included in Other income, net shown above.

Six months ended June 30, 2018 compared to six months ended June 30, 2017

Houston Electric reported net income of $153 million for the six months ended June 30, 2018 compared to net income of $93 million for the six months ended June 30, 2017.  

Net income increased $60 million,was primarily due to the following key factors:

a $54$32 million increasedecrease in TDU operating income resulting from the $49a $25 million increasedecrease discussed further below in Results of Operations by BusinessReportable Segment and increaseddecreased usage of $5$7 million, primarily due to a return to more normal weather, which was not offset by the weather hedge lossgain recorded on CenterPoint Energy; and

a $10 million decrease in income tax expense due to a reduction in the corporate income tax rate resulting from the TCJA.

These increases to net income were partially offset by a $4$7 million increase in interest expense due to higher outstanding other long-term debt.

These decreases to net income were partially offset by the following:

a $9 million decrease in income tax expense primarily due to lower net income, partially offset by increased amortization of EDIT;

a $2 million increase in interest income included in Other income (expense), net shown above; and

a $3 million increase in miscellaneous other non-operating income included in Other income (expense), net shown above.

Income Tax Expense

Houston Electric’s effective tax rate reported for the three months ended June 30, 2018March 31, 2019 was 21%18% compared to 36%22% for the same period in 2017. The effective tax rate reported for the sixthree months ended June 30, 2018 was 22% compared to 36% for the same period in 2017.March 31, 2018. The lower effective tax rate for both the three and six months ended June 30, 2018 was primarily due to the reductiondriven by an increase in the federal corporate income tax rate from 35% to 21% effective January 1, 2018amount of amortization of the net regulatory EDIT liability as prescribeddecreed by the TCJA.regulators.


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 natural gas basis differentials. CERC’s results of operations are also affected by, among other things, the actions of various federal, state and local governmental authorities having jurisdiction over rates CERC charges, competition in CERC’s various business operations, the effectiveness of 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 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 CERC’s 2017the Registrants’ combined 2018 Form 10-K.
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended March 31,
2018 2017 2018 20172019 2018
(in millions)(in millions)
Revenues$1,328
 $1,387
 $3,728
 $3,480
$2,368
 $2,400
Expenses1,306
 1,328
 3,575
 3,222
2,172
 2,269
Operating Income22
 59
 153
 258
Operating Income (Loss)196
 131
Interest and other finance charges(33) (31) (62) (60)(29) (29)
Equity in earnings of unconsolidated affiliate, net58
 59
 127
 131
Other expense, net(1) (4) (5) (9)(3) (4)
Income Before Income Taxes46
 83
 213
 320
Income tax expense10
 29
 47
 119
Income (loss) from continuing operations before income taxes164
 98
Income tax expense (benefit)26
 20
Income (loss) from continuing operations138
 78
Income from discontinued operations, net of tax—
 52
Net Income$36
 $54
 $166
 $201
$138
 $130

Three months ended June 30, 2018March 31, 2019 compared to three months ended June 30, 2017March 31, 2018

CERC reported net income of $36$138 million for the three months ended June 30, 2018March 31, 2019 compared to net income of $54$130 million for the same period in 2017.three months ended March 31, 2018.  

The decreaseincrease of $8 million in net income of $18 million was primarily due to the following key factors:

a $37$65 million decreaseincrease in operating income discussed below by segment in Results of Operations by BusinessReportable Segment;

a $2 million increase in interest expense due to higher outstanding long-term debt; and

a $1 million decrease in equity earnings from our investmentmiscellaneous other non-operating expenses included in Enable, discussed further in Note 9 to the Interim Condensed Financial Statements.Other expense, net shown above.

These decreasesincreases to net income were partially offset by the following:

a $19$52 million decrease in income tax expense due to lowerfrom discontinued operations, net income and a reduction in the corporate incomeof tax, rate resulting from the TCJA; and

a $3 million increase in miscellaneous other non-operating income included in Other expense, net shown above.

Six months ended June 30, 2018 compared to six months ended June 30, 2017

CERC reported net income of $166 million for the six months ended June 30, 2018 compared to net income of $201 million for the six months ended June 30, 2017.  

The decrease in net income of $35 million was primarily due to the following key factors:

a $105 million decrease in operating income discussed below by segment in Results of Operations by Business Segment;

a $4 million decrease in equity earnings from our investment in Enable, discussed further in NoteNotes 9 and 13 to the Interim Condensed Financial Statements; and

a $2$6 million increase in interest expense due to higher outstanding long-term debt.

These decreases were partially offset by the following:

a $72 million decrease in income tax expense due to lower nethigher income and a reduction in the corporate income tax rate resulting from the TCJA; and

a $4 million increase in miscellaneous other non-operating income included in Other expense, net shown above.continuing operations, partially offset by increased amortization of EDIT.

Income Tax Expense - Continuing Operations

CERC’s effective tax rate reportedon income from continuing operations for the three months ended June 30, 2018March 31, 2019 was 22%16% compared to 35%20% for the same period in 2017. CERC’s effective tax rate reported for the sixthree months ended June 30, 2018 was 22% compared to 37% for the same period in 2017.March 31, 2018. The lower effective tax rates for both the three and six months ended June 30, 2018 wererate on income from continuing operations was primarily due to the reductiondriven by an increase in the federal corporate income tax rate from 35% to 21% effective January 1, 2018amount of amortization of the net regulatory EDIT liability as prescribeddecreed by the TCJA.regulators in certain jurisdictions.


RESULTS OF OPERATIONS BY BUSINESSREPORTABLE SEGMENT

As of March 31, 2019, reportable segments by Registrant were as follows:
RegistrantsHouston Electric T&DIndiana Electric IntegratedNatural Gas Distribution
Energy
 Services
Infrastructure ServicesMidstream InvestmentsCorporate and Other
CenterPoint EnergyXXXXXXX
Houston ElectricX
CERCXXX

The following table presentsMidstream Investments reportable segment consists of CenterPoint Energy’s equity investment in Enable and is therefore not included in the operating income (loss) for each business segment.table below. Included in revenues are intersegment sales, which are accounted for as if the sales were to third parties at current market prices. See Note 16 to the Interim Condensed Financial Statements for details of businessreportable segments by Registrant.

The following table presents operating income (loss) for each reportable segment:
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended March 31,
2018 2017 2018 20172019 2018
(in millions)(in millions)
Electric Transmission & Distribution$181
 $171
 $296
 $257
CenterPoint Energy   
Houston Electric T&D$84
 $115
Indiana Electric Integrated(9) —
Natural Gas Distribution167
 156
Energy Services33
 (26)
Infrastructure Services(16) —
Corporate and Other(14) 6
Total CenterPoint Energy Consolidated Operating Income$245
 $251
Houston Electric   
Houston Electric T&D (1)
$81
 $119
CERC   
Natural Gas Distribution7
 42
 163
 210
$164
 $156
Energy Services15
 16
 (11) 51
33
 (26)
Other Operations(16) 11
 (10) 13
(1) 1
Total Consolidated Operating Income$187
 $240
 $438
 $531
Total CERC Consolidated Operating Income$196
 $131

(1)Excludes weather hedge gain (loss) of $3 million and $(4) million recorded in Utility revenues on CenterPoint Energy’s Condensed Statements of Consolidated Income for the three months ended March 31, 2019 and 2018, respectively. See Note 7(a) to the Interim Condensed Financial Statements for more information on the weather hedge.


Houston Electric Transmission & DistributionT&D (CenterPoint Energy and Houston Electric)

For information regarding factors that may affect the future results of operations of the Houston Electric Transmission & Distribution businessT&D reportable segment, please read “Risk Factors — Risk Factors Associated with Our Consolidated Financial Condition,” “— Risk Factors Affecting Our Electric Generation, Transmission &and Distribution Business”Businesses” and “— Other Risk Factors Affecting Our Businesses or OurCenterPoint Energy’s Interests in Enable Midstream Partners, LP” in Item 1A of Part I of CenterPoint Energy’s 2017the Registrants’ combined 2018 Form 10-K.

The following table provides summary data of ourthe Houston Electric Transmission & Distribution businessT&D reportable segment:
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended March 31,
2018 2017 2018 20172019 2018
(in millions, except throughput and customer data)(in millions, except throughput and customer data)
Revenues:          
TDU(1)$676
 $653
 $1,274
 $1,215
$595
 $598
Bond Companies178
 99
 331
 176
94
 153
Total revenues854
 752
 1,605
 1,391
689
 751
Expenses:          
Operation and maintenance, excluding Bond Companies349
 341
 689
 681
366
 340
Depreciation and amortization, excluding Bond Companies100
 103
 198
 199
93
 98
Taxes other than income taxes60
 58
 121
 118
62
 61
Bond Companies164
 79
 301
 136
84
 137
Total expenses673
 581
 1,309
 1,134
605
 636
Operating Income(1)$181
 $171
 $296
 $257
$84
 $115
Operating Income:          
TDU$167
 $151
 $266
 $217
$74
 $99
Bond Companies (1)(2)
14
 20
 30
 40
10
 16
Total segment operating income$181
 $171
 $296
 $257
$84
 $115
Throughput (in GWh):          
Residential8,327
 7,940
 13,932
 13,092
5,183
 5,605
Total23,688
 22,750
 43,332
 41,504
19,019
 19,644
Number of metered customers at end of period:          
Residential2,179,048
 2,152,655
 2,179,048
 2,152,655
2,206,563
 2,171,715
Total2,463,500
 2,429,403
 2,463,500
 2,429,403
2,494,761
 2,453,844
  
(1)RepresentsIncludes weather hedge gain (loss) of $3 million and $(4) million recorded in Utility revenues on CenterPoint Energy’s Condensed Statements of Consolidated Income for the amountthree months ended March 31, 2019 and 2018, respectively. See Note 7(a) to the Interim Condensed Financial Statements for more information on the weather hedge.

(2)Operating income from the Bond Companies, together with $2 million and $-0- of interest income for the three months ended March 31, 2019 and 2018, respectively, are necessary to pay interest on the Securitization Bonds.

Three months ended June 30, 2018March 31, 2019 compared to three months ended June 30, 2017March 31, 2018

OurThe Houston Electric Transmission & Distribution businessT&D reportable segment reported operating income of $181$84 million for the three months ended June 30, 2018,March 31, 2019, consisting of $167$74 million from the TDU and $14$10 million related to the Bond Companies. For the three months ended June 30, 2017,March 31, 2018, operating income totaled $171$115 million, consisting of $151$99 million from the TDU and $20$16 million related to the Bond Companies.

TDU operating income increased $16decreased $25 million, primarily due to the following key factors:

higherlower usage of $15 million primarily due to a return to more normal weather mainly during January 2019;

lower equity return of $14$10 million, primarily related to the annual true-up of transition charges correcting for under-collectionsover-collections that occurred during the preceding 12 months;

higher transmission-related revenues of $7 million, exclusive of the TCJA discussed below, and lower transmission costs billed by transmission providers of $7 million;

rate increases of $12 million related to distribution capital investments;


higher usage of $9 million, primarily due to a return to more normal weather; and

customer growth of $8 million from the addition of over 34,000 customers.

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

lower revenues of $12 million due to the recording of a regulatory liability and a corresponding decrease to revenue reflecting the difference in revenues collected under existing customer rates and the revenues that would have been collected had existing rates been set using the lower corporate tax rate from the TCJA;

•increased operation and maintenance expenses of $15$10 million primarily due to increased contract services and corporate support services;

lower revenues of $7 million due to lower transmission rate filings as a result of the TCJA; andfor Merger-related severance costs;

higher depreciation and amortization expense, primarily because of ongoing additions to plant in service, and other taxes of $6 million.$7 million;

Lower depreciationincreased operation and amortizationmaintenance expenses related to AMS of $7 million were offset by a corresponding decrease in related revenues.

Six months ended June 30, 2018 compared to six months ended June 30, 2017

Our Electric Transmission & Distribution business segment reported operating income of $296 million for the six months ended June 30, 2018, consisting of $266 million from the TDU and $30 million related to the Bond Companies. For the six months ended June 30, 2017, operating income totaled $257 million, consisting of $217 million from the TDU and $40 million related to the Bond Companies.

TDU operating income increased $49$6 million, primarily due to increased labor costs and support services expense; and

•lower revenue related to TCJA of $6 million.

These decreases to operating income were partially offset by the following key factors:following:

higher equity returnmiscellaneous revenues of $28$11 million primarily related to right-of-way revenues;

•customer growth of $6 million from the annual true-upaddition of transition charges correcting for under-collections that occurred during the preceding 12 months;almost 41,000 customers;

higher transmission-related revenues of $15 million, exclusive of the TCJA discussed below, and lowermentioned above, partially offset by higher transmission costs billed by transmission providers of $13$9 million; and

rate increases of $21$5 million related to distribution capital investments;

higher usage of $17 million, primarily due to a return to more normal weather; and

customer growth of $14 million from the addition of over 34,000 customers.

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

lower revenues of $24 million due to the recording of a regulatory liability and a corresponding decrease to revenue reflecting the difference in revenues collected under existing customer rates and the revenues that would have been collected had existing rates been set using the lower corporate tax rate from the TCJA;

increased operation and maintenance expenses of $21 million primarily due to an increase in labor and benefits, contract services and corporate support services;

lower revenues of $7 million due to lower transmission rate filings as a resultinvestments, exclusive of the TCJA; and

higher depreciation and amortization expense, primarily because of ongoing additions to plant in service, and other taxes of $6 million.TCJA mentioned above.

Lower depreciation and amortization expenses related to AMS of $4$11 million were offset by a corresponding decrease in related revenues.


Natural Gas DistributionIndiana Electric Integrated (CenterPoint Energy)

For information regarding factors that may affect the future results of operations of the Natural Gas Distribution businessIndiana Electric Integrated reportable segment, please read “Risk Factors — Risk Factors Associated with Our Consolidated Financial Condition,” “— Risk Factors Affecting Our Natural GasElectric Generation, Transmission and Distribution and Energy Services Businesses” and “— Other Risk Factors Affecting Our Businesses or OurCenterPoint Energy’s Interests in Enable Midstream Partners, LP” in Item 1A of Part I of CenterPoint Energy’s 2017the Registrants’ combined 2018 Form 10-K.

The following table provides summary data of our Natural Gas Distribution businessCenterPoint Energy’s Indiana Electric Integrated reportable segment:
Three Months Ended June 30, Six Months Ended June 30,
2018 2017 2018 2017
Three Months Ended March 31, 2019 (1)
(in millions, except throughput and customer data)(in millions, except throughput and customer data)
Revenues$495
 $477
 $1,648
 $1,393
$83
Expenses:        
Natural gas185
 164
 852
 625
Utility natural gas, fuel and purchased power26
Operation and maintenance196
 170
 409
 359
48
Depreciation and amortization69
 65
 137
 128
16
Taxes other than income taxes38
 36
 87
 71
2
Total expenses488
 435
 1,485
 1,183
92
Operating Income$7
 $42
 $163
 $210
Throughput (in Bcf):       
Operating Loss$(9)
Throughput (in GWh): 
Retail704
Wholesale58
Total762
Number of metered customers at end of period: 
Residential23
 19
 110
 81
128,194
Commercial and industrial61
 57
 155
 139
Total Throughput84
 76
 265
 220
Number of customers at end of period:       
Residential3,204,897
 3,176,953
 3,204,897
 3,176,953
Commercial and industrial255,115
 253,559
 255,115
 253,559
Total3,460,012
 3,430,512
 3,460,012
 3,430,512
147,047

(1)Represents February 1, 2019 through March 31, 2019 results only due to the Merger.
Three months ended June 30,March 31, 2019

The Indiana Electric Integrated reportable segment reported an operating loss of $9 million for the period ended March 31, 2019, which includes operation and maintenance expense 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.

The following table provides summary data of CenterPoint Energy’s Natural Gas Distribution reportable segment:
 Three Months Ended March 31,
 2019 2018
 (in millions, except throughput and customer data)
Revenues$1,399
 $1,153
Expenses:   
Utility natural gas, fuel and purchased power771
 667
Operation and maintenance307
 213
Depreciation and amortization95
 68
Taxes other than income taxes59
 49
Total expenses1,232
 997
Operating Income$167
 $156
Throughput (in Bcf):   
Residential114
 87
Commercial and industrial136
 94
Total Throughput250
 181
Number of customers at end of period:   
Residential4,219,795
 3,220,262
Commercial and industrial350,419
 257,806
Total4,570,214
 3,478,068

Three months ended March 31, 2019 compared to three months ended June 30, 2017March 31, 2018

OurCenterPoint Energy’s Natural Gas Distribution businessreportable segment reported operating income of $7$167 million for the three months ended June 30, 2018March 31, 2019 compared to $42$156 million for the three months ended June 30, 2017.March 31, 2018.

Operating income decreased $35increased $11 million primarily as a result of the following key factors:

lower revenues of $16 million due to the timing of a decoupling normalization accrual recorded in the second quarter of 2017 primarily for the impact of weather not recovered by weather normalization adjustments during the 2016-2017 winter season;

higher labor and benefits costs of $17 million, resulting primarily from the recording of a regulatory asset (and a corresponding reduction in expense) to recover $16 million of prior postretirement expenses in future rates established in the Texas Gulf rate order in 2017;

higher operation and maintenance expenses of $5 million, primarily due to higher support services expense and bad debt expense of $11 million, partially offset by a timing-related adjustment associated with the Texas Gulf rate order of $6 million;

lower revenue of $5 million, associated with the recording of a regulatory liability and a corresponding decrease to revenue in certain jurisdictions of $5 million reflecting the difference in revenues collected under existing customer rates and the revenues that would have been collected had existing rates been set using the lower corporate tax rate from the TCJA; and

increased depreciation and amortization expense of $4 million, primarily due to ongoing additions to plant-in-service.


These decreases were partially offset by the following:

rate increases of $7$21 million, primarily in the Texas and Minnesota jurisdictions, exclusive of the TCJA impact discussed above;below, primarily from rate filings in Texas, Louisiana, Arkansas and

a $2 million increase associated with customer growth from the addition of over 29,000 customers.

Increased operation and maintenance expenses related to energy efficiency programs of $4 million and increased gross receipts taxes of $2 million were offset by corresponding increases in the related revenues. Minnesota;

Six months ended June 30, 2018 compared to six months ended June 30, 2017

Our Natural Gas Distribution business segment reported operating income of $163 million for the •six months ended June 30, 2018 compared to $210 million for the six months ended June 30, 2017.

Operating income decreased $47 million as a result of the following key factors:

higher laborfavorable weather and benefits costs of $23 million, resulting primarily from the recording of a regulatory asset (and a corresponding reduction in expense) to recover $16 million of prior postretirement expenses in future rates established in the Texas Gulf rate order in 2017;

lower revenue of $20 million, associated with the recording of a regulatory liability and a corresponding decrease to revenue in certain jurisdictions of $11 million reflecting the difference in revenues collected under existing customer rates and the revenues that would have been collected had existing rates been set using the lower corporate tax rate from the TCJA and lower rate filings in Minnesota and South Texas of $9 million associated with the lower corporate tax rate as a result of the TCJA;

higher operation and maintenance expensesusage of $15 million, primarily due to higher support services expense, contract services expense and bad debt expense of $21 million, partially offsetdriven by a timing-related adjustment associated with the Texas Gulf rate order of $6 million;

lower revenues of $12 million due to the timing of a decoupling normalization accrual recordedmechanism in the second quarter of 2017 primarily for the impact of weather not recovered by weather normalization adjustments during the 2016-2017 winter season;

higher other taxes of $10 million, primarily due to the 2017 Minnesota property tax refund of $9 million; and

increased depreciation and amortization expense of $8 million, primarily due to ongoing additions to plant-in-service.

These decreases were partially offset by the following:

rate increases of $29 million, primarily in the Texas, Minnesota and Arkansas jurisdictions, exclusive of the TCJA impact discussed above; andMinnesota;

a $5 million increase associated with customer growth from the addition of over 29,000 customers.45,000 new customers in CERC’s service territories;

a $3 million increase in operating income associated with the natural gas businesses acquired in the Merger for the period from February 1, 2019 through March 31, 2019, which includes operation and maintenance expense of $43 million for Merger-related severance and incentive compensation costs, as well as the addition of over 1 million customers in Indiana and Ohio; and

•lower other taxes of $2 million, primarily due to the Minnesota property tax tracking mechanism.

These increases were partially offset by the following:

lower revenue of $12 millionrelated to the TCJA in CERC’s service territories;

higher operation and maintenance expenses of $18 million in CERC’s service territories, primarily due to Merger-related severance costs, higher support services expense driven by technology projects, bad debt expense and insurance expense; and

increased depreciation and amortization expense of $5 million, primarily due to ongoing additions to plant-in-service, in CERC’s 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 $8 million and rate case amortization of $1 million were offset by corresponding decreases in the related revenues in CERC’s 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.

The following table provides summary data of CERC’s Natural Gas Distribution reportable segment:
 Three Months Ended March 31,
 2019 2018
 (in millions, except throughput and customer data)
Revenues$1,195
 $1,153
Expenses:   
Utility natural gas688
 667
Operation and maintenance223
 213
Depreciation and amortization72
 68
Taxes other than income taxes48
 49
Total expenses1,031
 997
Operating Income$164
 $156
Throughput (in Bcf):   
Residential91
 87
Commercial and industrial98
 94
Total Throughput189
 181
Number of customers at end of period:   
Residential3,261,669
 3,220,262
Commercial and industrial261,709
 257,806
Total3,523,378
 3,478,068

Three months ended March 31, 2019 compared to three months ended March 31, 2018

CERC’s Natural Gas Distribution reportable segment reported operating income of $164 million for the three months ended March 31, 2019 compared to $156 million for the three months ended March 31, 2018.

Operating income increased $8 million primarily as a result of the following key factors:

rate increases of $21 million, exclusive of the TCJA impact discussed below, primarily from rate filings in Texas, Louisiana, Arkansas and Minnesota;

•favorable weather and usage of $15 million, driven by timing of a decoupling mechanism in Minnesota; and


•a $5 million increase associated with customer growth from the addition of over 45,000 new customers.

These increases were partially offset by the following:

•lower revenue of $12 million related to the TCJA;

•higher operation and maintenance expenses of $10 million for Merger-related severance costs;

higher operation and maintenance expenses of $8 million, primarily due to higher support services expense driven by technology projects, bad debt expense and insurance expense; and

•increased depreciation and amortization expense of $5 million, primarily due to additions to plant-in-service.

Increased operation and maintenance expenses related to increased gross receipts taxes of $6$1 million were offset by corresponding increases in the related revenues.

Decreased operation and maintenance expenses related to energy efficiency programs of $8 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 businessreportable segment, please read “Risk Factors — Risk Factors Associated with Our Consolidated Financial Condition,” “— Risk Factors Affecting Our Natural Gas Distribution and Competitive Energy Services Businesses” and “— Other Risk Factors Affecting Our Businesses or OurCenterPoint Energy’s Interests in Enable Midstream Partners, LP” in Item 1A of Part I of CenterPoint Energy’s 2017the Registrants’ combined 2018 Form 10-K.
 
The following table provides summary data of ourthe Energy Services businessreportable segment:
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended March 31,
2018 2017 2018 20172019 2018
(in millions, except throughput and customer data)(in millions, except throughput and customer data)
Revenues$860
 $931
 $2,145
 $2,127
$1,246
 $1,285
Expenses:          
Natural gas820
 889
 2,101
 2,026
Non-utility cost of revenues, including natural gas1,182
 1,281
Operation and maintenance21
 22
 46
 43
25
 25
Depreciation and amortization3
 3
 8
 6
5
 5
Taxes other than income taxes1
 1
 1
 1
1
 —
Total expenses845
 915
 2,156
 2,076
1,213
 1,311
Operating Income (Loss)$15
 $16
 $(11) $51
$33
 $(26)
          
Timing impacts related to mark-to-market gain (loss) (1)
$8
 $6
 $(72) $21
$19
 $(80)
Throughput (in Bcf)311
 273
 686
 592
379
 375
Approximate number of customers at end of period (2)(1)
30,000
 31,000
 30,000
 31,000
30,000
 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 71,00065,000 and 61,00071,000 natural gas customers as of June 30,March 31, 2019 and 2018, and 2017, respectively, that are under residential and small commercial choice programs invoiced by their host utility.

Three months ended June 30, 2018March 31, 2019 compared to three months ended June 30, 2017March 31, 2018

OurThe Energy Services businessreportable segment reported operating income of $15$33 million for the three months ended March 31, 2019 compared to an operating loss of $26 million for the three months ended June 30, 2018 compared to $16 million for the three months ended June 30, 2017.March 31, 2018. 


Operating income decreased $1 million, primarily due to timing impacts related to natural gas storage activity. This decrease in operating income was partially offset by decreases to operation and maintenance expenses.

Six months ended June 30, 2018 compared to six months ended June 30, 2017

Our Energy Services business segment reported an operating loss of $11 million for the six months ended June 30, 2018 compared to operating income of $51 million for the six months ended June 30, 2017. 

Operating income decreased $62increased $59 million as a result of the following key factors:

a $93$99 million decreaseincrease from mark-to-market accounting for derivatives associated with certain natural gas purchases and sales used to lock in economic margins;margins. This increase was partially offset by a $40 million decrease in margin due to fewer opportunities to optimize natural gas costs relative to last year.  Specifically, the unusually cold weather in various regions of the continental United States during the three months ended March 31, 2018 allowed Energy Services to increase its margins. Decreased margins during the three months ended March 31, 2019 were only partially offset by improved core customer counts and volumes. 

a $3Infrastructure 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.
The following table provides summary data of the Infrastructure Services reportable segment:
  
Three Months Ended March 31, 2019 (1)
 (in millions)
Revenues $146
Expenses:  
Non-utility cost of revenues, including natural gas 43
Operation and maintenance 110
Depreciation and amortization 9
Total expenses 162
Operating Loss $(16)
Backlog (2):
  
Blanket contracts (3)
 $541
Bid contracts (4)
 455
Total $996

(1)Represents February 1, 2019 through March 31, 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)Under 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 March 31, 2019

The Infrastructure Services reportable segment reported an operating loss of $16 million increase infor the period ended March 31, 2019, which includes operation and maintenance expenses primarily due to higher contractof $13 million for Merger-related severance and services expense related to pipeline integrity testing, higher bad debt expense and higher support services expense; and

aincentive compensation costs, non-utility cost of revenues, including natural gas of $2 million increase infor Merger-related amortization of intangibles for construction backlog and depreciation and amortization primarily dueof $2 million for additional intangibles amortization. These results are not comparable to the amortization of AEMprior year as this reportable segment was acquired intangibles.in the Merger as discussed in Note 3 to the Interim Condensed Financial Statements.


These decreases in operating income were partially offset by a $36 million increase in margin due to incremental volumes from customers and improved margin rates, resulting from realized commercial opportunities attributable to the Continuum and AEM acquisitions and colder than normal weather in several regions of the United States, primarily in the first quarter of 2018.

Midstream Investments (CenterPoint Energy)
 
For information regarding factors that may affect the future results of operations of the Midstream Investments businessreportable segment, please read “Risk Factors — Risk Factors Affecting OurCenterPoint Energy’s Interests in Enable Midstream Partners, LP” and “— Other Risk Factors Affecting Our Businesses or OurCenterPoint Energy’s Interests in Enable Midstream Partners, LP” in Item 1A of Part I of CenterPoint Energy’s 2017the Registrants’ combined 2018 Form 10-K.

The following table provides pre-tax equity income of the Midstream Investments businessreportable segment:
  Three Months Ended June 30, Six Months Ended June 30,
  2018 2017 2018 2017
  (in millions)
Equity earnings from Enable, net $58
 $59
 $127
 $131
 Three Months Ended March 31,
 2019 2018
 (in millions)
Equity earnings from Enable, net$62
 $69
Corporate and Other Operations(CenterPoint Energy)

The following table shows the operating income (loss) of CenterPoint Energy’s Corporate and Other Operations businessreportable segment:
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended March 31,
2018 2017 2018 20172019 2018
(in millions)(in millions)
Revenues$4
 $3
 $8
 $7
$42
 $4
Expenses20
 (8) 18
 (6)
Expenses:   
Non-utility cost of revenues, including natural gas37
 —
Operation and maintenance4
 (12)
Depreciation and amortization13
 8
Taxes other than income taxes2
 2
Total56
 (2)
Operating Income (Loss)$(16) $11
 $(10) $13
$(14) $6

Three months ended June 30, 2018March 31, 2019 compared to three months ended June 30, 2017March 31, 2018

OurCenterPoint Energy’s Corporate and Other Operations businessreportable segment reported an operating loss of $16$14 million for the three months ended June 30, 2018March 31, 2019 compared to operating income of $11$6 million for the three months ended June 30, 2017. March 31, 2018.

Operating income decreased $27$20 million, primarily due to transaction costs related to the Merger.following factors:

Six months ended June 30, 2018 compared to six months ended June 30, 2017a $12 million operating loss associated with ESG acquired in the Merger for the period from February 1, 2019 through March 31, 2019, including operation and maintenance expenses of $2 million for Merger-related severance and incentive compensation costs and non-utility cost of revenues, including natural gas of $6 million for Merger-related amortization of intangibles for construction backlog; and

Our Other Operations business segment reported an operating lossincrease in operation and maintenance expenses of $10 million for the three months ended June 30, 2018 compared to operating income of $13 million for the three months ended June 30, 2017. Operating income decreased $23$8 million, primarily due to transaction costs related to the Merger.for Merger-related integration costs.

Corporate and Other (CERC)

The following table shows the operating income (loss) of CERC’s Corporate and Other Operations businessreportable segment:
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended March 31,
2018 2017 2018 20172019 2018
(in millions)(in millions)
Revenues$—
 $—
 $—
 $—
$1
 $—
Expenses—
 (1) (1) 3
2
 (1)
Operating Income (Loss)$—
 $1
 $1
 $(3)$(1) $1


CERTAIN FACTORS AFFECTING FUTURE EARNINGS

For information on other developments, factors and trends that may have an impact on the Registrants’ future earnings, please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Certain Factors Affecting Future Earnings” in Item 7 of Part II of CenterPoint Energy’s 2017 Form 10-K,and “Risk Factors” in Item 1A of Part I of each of the Registrants’

2017 Form 10-K and in Item 1A of Part II of CenterPoint Energy’s First Quarter combined 2018 Form 10-Q10-K 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:
Six Months Ended June 30,Three Months Ended March 31,
2018 20172019 2018
CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERCCenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC
(in millions)(in millions)
Cash provided by (used in):                      
Operating activities$1,093
 $443
 $746
 $677
 $279
 $278
$271
 $66
 $248
 $484
 $180
 $386
Investing activities(267) (468) (197) (640) (418) (205)(6,539) (1,237) (250) (331) (364) (97)
Financing activities(756) 42
 (560) (138) 35
 (73)2,345
 1,078
 (11) (192) 139
 (274)

Operating Activities. The following items contributed to increased (decreased) net cash provided by operating activities for the sixthree months ended June 30, 2018March 31, 2019 compared to the same period of 2017:2018:
CenterPoint Energy 
Houston
 Electric
 CERCCenterPoint Energy 
Houston
 Electric
 CERC
(in millions)(in millions)
Changes in net income after adjusting for non-cash items$132
 $162
 $(97)$2
 $(78) $72
Changes in working capital187
 10
 403
(306) (36) (141)
Change in equity in earnings from Enable, net of distributions (1)
122
 —
 122
21
 —
 —
Higher pension contribution(46) —
 —
Changes related to discontinued operations—
 —
 (60)
Lower pension contribution60
 —
 —
Other21
 (8) 40
10
 —
 (9)
$416
 $164
 $468
$(213) $(114) $(138)

(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 sixthree months ended June 30, 2018March 31, 2019 compared to the same period of 2017:2018:
CenterPoint Energy 
Houston
 Electric
 CERCCenterPoint Energy 
Houston
 Electric
 CERC
(in millions)(in millions)
Proceeds from the sale of marketable securities$398
 $—
 $—
AEM acquisition in 2017132
 —
 132
Proceeds from the sale of marketable securities in 2018$(16) $—
 $—
2019 mergers and acquisitions, net of cash acquired (See Note 3 to the Interim Condensed Financial Statements)(5,987) —
 —
Higher capital expenditures(48) (27) (7)(175) (28) (32)
Net change in notes receivable from unconsolidated affiliates—
 (31) —
Net change in notes receivable from affiliated companies—
 (846) (106)
Change in distributions from Enable in excess of cumulative earnings(119) —
 (119)(14) —
 —
Changes related to discontinued operations—
 —
 (14)
Other10
 8
 2
(16) 1
 (1)
$373
 $(50) $8
$(6,208) $(873) $(153)


Financing Activities. The following items contributed to (increased) decreased net cash used in financing activities for the sixthree months ended June 30, 2018March 31, 2019 compared to the same period of 2017:2018:
CenterPoint Energy 
Houston
 Electric
 CERCCenterPoint Energy 
Houston
 Electric
 CERC
(in millions)(in millions)
Net changes in commercial paper outstanding$(1,472) $—
 $(482)$3,529
 $—
 $183
Net changes in long-term debt outstanding, excluding commercial paper938
 89
 599
(1,105) 288
 (599)
Net changes in long-term revolving credit facilities135
 —
 —
Net changes in debt issuance costs(29) (1) (4)(1) (4) 4
Net changes in short-term borrowings(28) —
 (28)39
 —
 39
Distributions to ZENS note holders(16) —
 —
Increased payment of common stock dividends(10) —
 —
Distributions to ZENS note holders in 201816
 —
 —
Increased payment of Common Stock dividends(24) —
 —
Increased payment of preferred stock dividends(43) —
 —
Net change in notes payable from affiliated companies—
 (60) (570)—
 59
 570
Contribution from parent—
 —
 (38)—
 590
 —
Dividend to parent—
 (21) 37
—
 8
 66
Other(1) —
 (1)(9) (2) —
$(618) $7
 $(487)$2,537
 $939
 $263

Future Sources and Uses of Cash

The liquidity and capital requirements of the Registrants other than in connection with the proposed Merger with Vectren (see Note 3 to the Interim Condensed Financial Statements), are affected primarily by results of operations, capital expenditures, debt service requirements, tax payments, working capital needs and various regulatory actions. Capital expenditures are expected to be used for investment in infrastructure for electric transmission and distribution operations and natural gas distribution operations.infrastructure. These capital expenditures are anticipated to maintain reliability and safety, increase resiliency and expand our systems through value-added projects. In addition to dividend payments on CenterPoint Energy’s common stockSeries A Preferred Stock, Series B Preferred Stock and Common Stock, and in addition to interest payments on debt, the Registrants’ principal anticipated cash requirements for the remaining sixnine months of 20182019 include the following:
 CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC
 (in millions) (in millions)
Estimated capital expenditures(1) $972
 $532
 $407
 $1,904
 $744
 $598
Maturing collateralized pollution control bonds 50
 —
 —
Scheduled principal payments on Securitization Bonds 204
 204
 —
 283
 283
 —
Distribution to ZENS note holders 382
 —
 —

(1)Represents remaining capital expenditures based on anticipated 2019 capital expenditures as previously disclosed in the Registrants’ combined 2018 Form 10-K.

For an update on CenterPoint Energy’s contractual obligations following the Merger, see Notes 12, 14 and 19 to the Interim Condensed Financial Statements.

The Registrants expect that anticipated cash needs for the remaining sixnine months of 20182019 will be met with borrowings under their credit facilities, bank loans, proceeds from the issuance of long-term debt, anticipated cash flows from operations, and, with respect to CenterPoint Energy and CERC, proceeds from commercial paper and with respect to CenterPoint Energy, distributions from Enable. In addition, if CenterPoint Energy and CERC decidedecides to sell all or a portion of the Enable common units that they ownit owns in the public equity markets or otherwise in 20182019 (reducing the amount of future distributions CenterPoint Energy and CERC receives from Enable to the extent of any such sales), any net proceeds received from such sales could provide a source for CenterPoint Energy’s and CERC’s remaining 20182019 cash needs. Discretionary financing or refinancing may result in the issuance of equity securities of CenterPoint Energy or debt securities of the Registrants in the capital markets or the arrangement of additional credit facilities or term bank loans. Issuances of equity or debt in the capital markets, funds raised in the commercial paper markets, additional credit facilities and any sales of CenterPoint Energy’s and CERC’s Enable common units may not, however, be available to us on acceptable terms.

For more information on CenterPoint Energy’s acquisition financing plan with respect to the proposed Merger with Vectren, see Note 3 to the Interim Condensed Financial Statements.
Off-Balance Sheet Arrangements

Other than Houston Electric’s first mortgage bonds and general mortgage bonds issued as collateral for tax-exempt long-term debt of CenterPoint Energy as discussed belowin 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

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 approximately $285$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 MaySeptember 2018 and received approval for interim recovery in JulyNovember 2018. Final approval by the PUCT of the project costs willis expected to occur in Houston Electric’s nextpending base rate case.case, which was filed in April 2019.

Freeport Master PlanBailey to Jones Creek Project (CenterPoint Energy and Houston Electric)

In April 2017, Houston Electric submitted a proposal to ERCOT requesting its endorsement of 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 transmission line to be located in the counties of Brazoria, Matagorda and Wharton counties.Wharton. On December 12, 2017, Houston Electric received approval from ERCOT. In September 2018, Houston Electric expects to file in September 2018 anfiled a certificate of convenience and necessity application with the PUCT seeking approval to buildthat included capital cost estimates for the project at a current estimatedthat ranged from approximately $482-$695 million, which were higher than the initial cost of as much as $630 million (previously estimated at $250 million) and anticipates that the PUCT will provide a decision in the third quarter of 2019 regarding the need for and route of the project.estimates. The revised preliminary project cost includesestimates include additional costs associated with the routing of the line routing 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. Houston Electric anticipates that the PUCT will issue a final 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 comply 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 combined cycle generating facility to replace the baseload capacity of its existing generating 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 CCR rules. The F.B. Culley investments, estimated to be approximately $95 million, will begin in 2019 and will allow the F.B. Culley Unit 3 generating facility to comply with environmental requirements and continue to provide generating capacity to Indiana Electric’s customers. Under Indiana Senate Bill 251, Indiana Electric sought authority to recover 80% of the approved costs, including a return, using a tracking mechanism, with the remaining 20% of the costs deferred for recovery in Indiana Electric’s next base rate proceeding.

On April 24, 2019, the IURC issued an order approving the environmental investments proposed for the F.B. Culley generating facility, along with recovery of prior pollution control investments made in 2014. The order denied the proposed gas combined cycle generating facility. Indiana Electric 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 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 petition seeking authority to recover costs associated with the project pursuant to Indiana Senate Bill 29. Indiana Electric filed a settlement agreement with the intervening parties which provided for a rate recovery approach whereby the energy produced by the solar farm would be recovered via a fixed rate over the life of the investment within Indiana Electric’s CECA mechanism. On March 20, 2019, the IURC approved the settlement. Construction will commence, with expected completion of the project and inclusion in rates by January 2021.

Rate Change Applications

Houston Electric and CERCThe Registrants are routinely involved in rate change applications before state regulatory authorities. Those applications include general rate cases, where the entire cost of service of the utility is assessed and reset. In addition, Houston Electric is periodically involved in proceedings to adjust its capital tracking mechanisms (TCOS and DCRF) and annually files to adjust its

EECRF. CERC is periodically involved in proceedings to adjust its capital tracking mechanisms in Texas (GRIP), its cost of service adjustments in Arkansas, Louisiana, Mississippi and Oklahoma (FRP, RSP, RRA and PBRC, respectively), its decoupling mechanism in Minnesota, and its energy efficiency cost trackers in Arkansas, Minnesota, Mississippi and Oklahoma (EECR, CIP, EECR and EECR, respectively). CenterPoint Energy is periodically involved in proceedings to adjust its capital tracking mechanisms in Indiana (CSIA for gas and TDSIC for Electric) and Ohio (DRR), its decoupling mechanism in Indiana (SRC for gas), and its energy efficiency cost trackers in Indiana (EEFC for gas and DSMA for electric) and Ohio (EEFR).

The table below reflects significant applications pending or completed since our 2017the 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)
TCOS
Rate Case (1)
 N/A
February
2018
$161.0		 
April
2018
April
2018
Revised TCOS annual revenue application approved in November 2017 by a reduction of $41.6 million to recognize decrease in the federal income tax rate, amortize certain EDIT balances and adjust rate base by EDIT attributable to new plant since the last rate case, all of which are related to the TCJA.
TCOS$40.8
May
2018
July
2018
July
2018
Requested an increase of $285 million to rate base and reflects a $40.8 million annual increase in current revenues. Also reflects a one-time refund of $6.6 million in excess federal income tax collected from January to April 2018.
EECRF8.4
June
20182019
 TBD TBD RevisedOn April 5, 2019, Houston Electric filed its base rate application requestswith the PUCT and the cities in its service area to change its rates, seeking approval for base rate increases of approximately $154 million for service to retail customers and approximately $6.8 million for wholesale transmission service based on a test year ending December 31, 2018. This rate filing is based on a rate base of $6.5 billion 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 to its customers approximately $97 million of unprotected EDIT resulting from the TCJA, updated depreciation rates, approval to clarify and update various non-rate tariff provisions, permission to install voltage regulation battery assets; and recovery of all reasonable and necessary rate case expenses. A procedural schedule was issued on May 1, 2019 EECRF of $41.7 million, includingscheduling a $8.4 million performance bonus.hearing in June 2019 and a final order to be issued in October 2019.
DCRFCenterPoint Energy and CERC - Beaumont/East Texas, South Texas, Houston and Texas Coast (Railroad Commission)
GRIP (1)
 30.920.2
March
2019
July
2019
TBDBased on net change in invested capital of $123.8 million.
CenterPoint Energy and CERC - Arkansas (APSC)
FRP (1)
13.5
April
2019
October 2019TBDBased on ROE of 9.5% approved in the last rate case.
CenterPoint Energy and CERC - Mississippi (MPSC)
RRA2.0May 2019TBDTBDBased on ROE of 9.26%.
CenterPoint Energy and CERC - Oklahoma (OCC)
PBRC (1)
2.0
March
2019
TBDTBDBased on ROE of 10%.
CenterPoint Energy - Indiana South-Gas (IURC)
CSIA2.7
October
2018
January
2019
January
2019
Requested an increase of $16.2 million to rate base, which reflects a $2.7 million annual increase in current revenues. 80% of revenue requirement is included in requested rate increase ($2.1 million) and 20% is deferred until next rate case ($0.5 million). Mechanism also includes refunds associated with the TCJA - change of $(2.1) million annually. Change in (over)/under-recovery variance of $(3.6) million annually also included in rates.
CSIA (1)
5.2 
April
2018
 
SeptemberJuly
20182019
 TBD Unanimous settlement agreement resultsRequested an increase of $22.2 million to rate base, which reflects a $5.2 million annual increase in incremental annualcurrent revenues. 80% of revenue of $30.9 million.requirement is included in requested rate increase ($4.1 million) and 20% is deferred until next rate case ($1.0 million). The agreement filedmechanism also includes refunds associated with the PUCTTCJA - change of $1.1 million annually. Change in June 2018 recommends a $120.6(over)/under-recovery variance of $2.9 million annual revenue requirement effective September 1, 2018. The settlement agreementannually also reflects an approximately $39 million decreaseincluded in the federal income tax rate, a $20 million decrease to return to customers the reserve recorded recognizing this decrease in the federal income tax rate from January 25, 2018 through August 31, 2018 and a $19.2 million decrease related to the unprotected EDIT. Effective September 1, 2019, the reserve amount returned to customers ends.rates.
CERCCenterPoint Energy - South Texas (Railroad Commission)Indiana North - Gas (IURC)
Rate CaseCSIA (1.0)2.8 November 2017
May
2018
MayOctober
2018		 Unanimous settlement agreement approved by the Railroad Commission in May 2018 that provides forJanuary
2019		January
2019		Requested an increase of $54.3 million to rate base, which reflects a $1$2.8 million annual decreaseincrease in current revenues. 80% of revenue requirement is included in requested rate increase ($2.3 million) and 20% is deferred until next rate case ($0.6 million). The settlement agreementmechanism also includes refunds associated with the TCJA - change of $(9.5) million annually. Change in (over)/under-recovery variance of $(17.3) million annually also included in rates.
CSIA (1)
13.0April
2018		July
2019		TBDRequested an increase of $57.8 million to rate base, which reflects an approximately $2a $13.0 million decreaseannual increase in current revenues. 80% of revenue requirement is included in requested rate increase ($10.4 million) and 20% is deferred until next rate case ($2.6 million). Mechanism also includes refunds associated with the federal income tax rate and amortizationTCJA - change of certain EDIT balances and establishing a 9.8% ROE for future GRIP filings for the South Texas jurisdiction.$(1.9) million annually. Change in (over)/under-recovery variance of $12.2 million annually also included in rates.

Mechanism 
Annual Increase (Decrease) (1)
(in millions)
 
Filing
 Date
 Effective Date Approval Date Additional Information
CERCCenterPoint Energy - Beaumont/East Texas, Houston and Texas Coast (Railroad Commission)Ohio (PUCO)
GRIP
DRR (1)
 14.710.6 
MarchMay
20182019
 
JulySeptember
20182019
 
June
2018
TBD		 Based on net changeRequested an increase of $78.3 million to rate base for investment made in invested capital of $70.0 million and2018, which reflects a $14.7$10.6 million annual increase in current revenues. Also reflects an approximately $1.0Change in (over)/under-recovery variance of $(2.9) million decreaseannually also included in the federal income tax rate.rates. All pre-2018 investments are included in rate case request.
Administrative 104.111N/A
July
2018Rate Case (1)
 TBDTBDBeaumont/East Texas, Houston and Texas Coast propose to decrease base rates by $12.9 million to reflect the change in the federal income tax rate. In addition, Beaumont/East Texas proposed to decrease the GRIP charge to reflect the change in the federal income tax rate. The impact of deferred taxes is expected to be reflected in the next rate case.
CERC - Arkansas (APSC)
FRP13.2
August
2018
October 2018TBDBased on ROE of 9.5% as approved in the last rate case and reflects a $13.2 million annual increase in current revenues, excluding the effects of the recently enacted TCJA. With TCJA impacts considered, the annual increase is reduced by approximately $8.1 million, which include the effects of a lower federal income tax rate and amortization of EDIT balances.
CERC - Minnesota (MPUC)
Rate Case56.5August 2017TBDTBDReflects a proposed 10.0% ROE on a 52.18% equity ratio. Includes a proposal to extend decoupling beyond current expiration date of June 2018. Interim rates reflecting an annual increase of $47.8 million were effective October 1, 2017. A unanimous settlement agreement was filed in March 2018, which is subject to MPUC approval. The settlement agreement increases base rates by $3.9 million, makes decoupling a permanent part of the tariff, incorporates the impact of the decrease in the federal income tax rate and amortization of EDIT balances (approximately $20 million) and establishes or continues tracker recovery mechanisms that account for approximately $13.3 million in the initial filing. The MPUC voted to approve the settlement and a formal order was issued on July 20, 2018.  Final rates (and the refund of interim rates that exceed final rates) are expected to be implemented later this year after required compliance filings are approved.
CERC - Mississippi (MPSC)
RRA5.7
May
2018
TBDTBDBased on authorized ROE of 9.144% and a capital structure of 50% debt and 50% equity and reflects a $5.7 million annual increase in revenues, excluding the effects of the recently enacted TCJA.  With the impact of the lower federal income tax rate considered, the annual increase is reduced by approximately $1.7 million.
CERC - Oklahoma (OCC)
PBRC6.722.7 
March
2018
 TBD TBD Based on ROE of 10% and reflectsSettlement agreement awaiting approval by PUCO that provides for a $6.7$22.7 million annual increase in revenues, excludingcurrent revenues. Settlement agreement also includes $622 million of total rate base, a 7.48% overall rate of return, and extension of conservation and DRR programs. Order expected mid-year 2019.
TSCR (1)
(18.2)
January
2019
TBDTBDApplication to flow back to customers certain benefits from the effectsTCJA. Initial impact reflects credits for 2018 ($(10.2) million) and 2019 ($(8.0) million), with mechanism to begin in conjunction with new base rates.
CenterPoint Energy - Indiana Electric (IURC)
TDSIC (1)
2.7
February
2019
May
2019
TBDRequested an increase of the recently enacted TCJA . With TCJA impacts considered, the$24.4 million to rate base, which reflects a $2.7 million annual increase in current revenues. 80% of revenue requirement is reduced by approximately $1.2included in requested rate increase ($2.1 million) and 20% is deferred until next rate case ($0.5 million). Mechanism also includes refunds associated with the TCJA - change of $4.5 million annually. Change in (over)/under-recovery variance of $4.7million annually also included in rates.
ECA - MATS (1)
12.5
February
2018
January
2019
April
2019
Requested an increase of $58.3 million to rate base, which reflects a $12.5 million annual increase in current revenues. 80% of revenue requirement is included in requested rate increase ($10.0 million) and 20% is deferred until next rate case ($2.5 million). Mechanism includes the effectsrecovery of prior accounting deferrals associated with investment (depreciation, carrying costs, operating expenses).
CECA (1)
2.0
February
2019
June
2019
TBDRequested an increase of $13.0 million to rate base related to solar pilot investments, which reflects a lower federal income tax rate$2.0 million annual increase in current revenues. Additional solar investment to supply 50MW of solar capacity is approved and amortization of certain EDIT balances.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.

Tax Reform

ForTCJA-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 are expected to be completed in September 2019. However, in Houston Electric’s rate case filed in April 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 CERC’s NGD, federalnatural gas utilities in Indiana and Ohio, which were acquired during the Merger, currently recover corporate income tax expense is included in approved rates charged to customers. The IURC and the rates approved by state commissions and local municipalities and charged by those utilitiesPUCO both issued orders which initiated proceedings to consumers. As Houston Electric and NGD file general rate cases and other periodic rate adjustments,investigate the impactsimpact of the TCJA (includingon utility companies and customers within Indiana and Ohio, respectively. In addition, the lower tax rateIURC and the calculation and amortization of EDIT), along with other increases and decreases in our revenue requirements, will be incorporated into Houston Electric’s and NGD’s future rates as allowed by IRS rules. The effect of any potential returnPUCO have ordered each utility to establish regulatory liabilities to record all estimated impacts of tax savings resulting fromreform starting January 1, 2018 until the TCJAdate when rates are adjusted to consumers may differ depending on how each regulatory body requires uscapture these impacts.  In Indiana, in response to return such savings. Regulatory commissions across most of Houston Electric’s and NGD’s jurisdictions have issued accounting ordersVectren’s pre-Merger filing for proposed changes to track or record a regulatory liability for (1) the difference between revenues collected under existingits rates and revenues that would have been collected hadcharges to consider the existing rates been set usingimpact of the recently approvedlower federal income tax rates, the IURC approved an initial reduction to current rates and (2)charges, effective June 1, 2018, to capture the balance of EDIT that now exists becauseimmediate impact of the reduction inlower corporate federal income tax rates.rate.  The refund of excess deferred taxes 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 will be effective upon conclusion of its pending base rate case filed on March 30, 2018.  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 excess deferred taxes and regulatory liabilities.  CenterPoint Energy expects this proceeding to be approved in conjunction with the pending base rate case.

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 January 25,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, 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 PUCT issuedEPA published an accounting ordereffluent guidelines program plan that anticipated a December 2019 rule revising the effluent limitations and pre-treatment standards for existing sources in Project No. 47945 directing electric utilities, including Houston Electric, to record as a regulatory liability (1) the difference between revenues collected under existing rates2015 rule. On April 12, 2019, the U.S. Court of Appeals for the Fifth Circuit vacated and revenues that would have been collected had the existing rates been set using the recently approved federal income tax rates and (2) the balance of EDIT that now exists becauseremanded portions of the reductionELG 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 federal income tax rates. On February 13, 2018, Houston Electricits 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 other likely partieswill continue to a future rate case announced a settlement that requires Houston Electricwork with IDEM to make (i) a TCOS filing by February 20, 2018 to reflect the change in the federal income tax rate for Houston Electric’s transmission rate base through July 31, 2017evaluate further implementation plans.

CPP and account for certain EDIT (and such filing was timely submitted), (ii) a DCRF filing in April 2018 to reflect the change in the federal income tax rate for Houston Electric’s distribution rate base through December 31, 2017 (and such filing was timely submitted) and (iii) a full rate case filing by April 30, 2019. The settlement was presented to the PUCT during its open meeting on February 15, 2018. In response to the settlement, the PUCT did not proceed with a prior proposal to require Houston Electric to file a rate case in the summer of 2018. The PUCT also amended its prior accounting order to remove the requirement that utilities include carrying costs in the new regulatory liability. Additional information related to tax reform for Houston Electric is described in the table above.ACE Rule (CenterPoint Energy)

On January 12,August 3, 2015, the EPA released its final 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 APSC issuedEPA published its proposed CPP replacement rule, the ACE Rule, which if finalized, would require that each state set unit by unit heat rate performance standards, considering such factors as remaining useful life. Under the ACE Rule, a state would have three years to finalize its program and the EPA would have 18 months to approve, making compliance likely in 2023 or 2024. Comments to the ACE Rule proposal were due October 31, 2018. Indiana Electric filed comments which largely support the EPA’s ACE proposal. The EPA has not yet finalized the ACE Rule.

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. From 2005 through 2017, Indiana Electric has achieved reduced emissions of CO2 by an order in Docket No. 18-006-U opening an investigatory docket intoaverage of 35% (on a tonnage basis) and expects to be above the TCJA32% reduction that would be required under the CPP Rule. While the litigation and directing utilities, including CERC, to record as a regulatory liability the current and deferred impactsEPA’s reconsideration of the TCJA. On July 26, 2018, the APSC issued an order in the investigatory docket requiring CERCCPP Rule remains uncertain, Indiana Electric will continue to (1) Include the reduction in tax expense due to the January 1, 2018 change in the tax rate from 35% to 21% in the utility’s FRP as a reduction to the revenue requirement; this reduction will be reflected in the utility’s historical year netting process in the 2019 FRP filing;  (2)  File and include all unprotected EDIT, including plant-related unprotected EDIT, in a separate rider within 30 days and refund the entire balance before December 31, 2019; (3) Include protected EDIT in the FRP and amortize such amount using the ARAM method; and (4) Adjust all other riders impacted by the TCJA changes and apply carrying charges calculated using the pre-tax cost of capital of 6.44% for the amounts related to the TCJA within 30 days of the July 26, 2018 order.monitor regulatory activity regarding GHG emission standards that may affect its electric generating units.

FERC Revised Policy Statement and NOPR (CenterPoint Energy and CERC)

OnThe 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 15, 2018, the FERC addressed treatment of federal income tax allowances in FERC-regulated pipeline rates. The FERC issuedannounced a Revised Policy Statement stating that it willwould no longer permitallow pipelines organized as MLPsa master limited partnership to recover an income tax allowance in their cost-of-service rates. TheIn 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 Revised Policy StatementFERC 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 response to a remand from the U.S. Court of Appeals for the D.C. Circuit in United Airlines v. FERC. OnJune 2018. In July 18, 2018, the FERC issued an order denying requestsaccepting 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. On February 19, 2019, the FERC set MRT’s refiled rate case for rehearing of its Revised Policy Statement because it is a non-binding policy and parties will have the opportunityhearing set to address the policy as appliedbegin in future cases. Accordingly, the impacts that such changes may have on the rates Enable can charge for transportation services are unknown at this time.November 2019.

On March 15, 2018, the FERC also proposed, in a NOPR, the method by which it would apply the Revised Policy Statement to FERC-jurisdictional natural gas pipeline rates, as well as account for the corporate income tax rate reduction in the TCJA. On July 18, 2018, the FERC issued a final rule requiring all FERC-regulated natural gas pipelines that have cost-based rates to make a filing providing certain cost and revenue information and then either propose to reduce or support current cost-based rates, or take no further action. At this time, we cannot predict the outcome of the final rule, but the FERC’s adoption of the regulation could adversely impact the rates Enable is permitted to charge its customers.

Other Matters

Credit Facilities

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

Based on the consolidated debt to capitalization covenant in the Registrants’ revolving credit facilities, the Registrants would have been permitted to utilize the full capacity of such revolving credit facilities, which aggregated approximately $5.1 billion as of March 31, 2019. As of July 23, 2018,April 25, 2019, the Registrants had the following revolving credit facilities and utilization of such facilities:
Registrant Size of Facility 
Amount Utilized (1)
 Termination Date
(in millions)
CenterPoint Energy $1,700
(2)$309
(3)March 3, 2022
Houston Electric 300
 4
(4)March 3, 2022
CERC Corp. 900
 513
(5)March 3, 2022
    Amount Utilized as of April 25, 2019    
Registrant Size of Facility Loans Letters of Credit Commercial Paper Weighted Average Interest Rate Termination Date
  (in millions)    
CenterPoint Energy (1)
 $3,300
 $—
 $6
 $2,783
 2.82% March 3, 2022
CenterPoint Energy (2)
 400
 —
 —
 143
 2.67% July 14, 2022
CenterPoint Energy (3)
 200
 135
 —
 —
 3.73% July 14, 2022
Houston Electric 300
 —
 4
 —
 —% March 3, 2022
CERC (4)
 900
 —
 1
 313
 2.64% March 3, 2022
Total $5,100
 $135
 $11
 $3,239
    

(1)Based onApproximately $1.7 billion of outstanding commercial paper was issued to refinance commercial paper used to fund a portion of the consolidated debtcash consideration for the Merger, pay related fees and expenses, pay Vectren’s stub period cash dividend and long-term incentive payments and repay indebtedness of Vectren subsidiaries redeemed at the option of the holder as a result of the closing of the Merger. CenterPoint Energy expects to capitalization covenantrefinance or otherwise fund the repayment of maturing commercial paper through its sources of cash described in our revolving credit facility“—Liquidity and the revolving credit facilityCapital Resources—Future Sources and Uses of each of Houston Electric and CERC Corp., we would have been permitted to utilize the full capacity of such revolving credit facilities, which aggregated $2.9 billion as of June 30, 2018.Cash.”


(2)Pursuant to the amendment entered into in May 2018, the aggregate commitments under the CenterPoint Energy revolvingThe credit facility will increase to $3.3 billion upon the satisfaction of certain conditions. For further information, see Note 12 to the Interim Condensed Financial Statements.was issued by VUHI and is guaranteed by SIGECO, Indiana Gas and VEDO.

(3)Represents outstanding commercial paper of $303 millionThe credit facility was issued by VCC and outstanding letters of credit of $6 million.is guaranteed by Vectren.

(4)Represents outstanding letters of credit.
(5)Represents outstanding commercial paper of $512 million and outstanding letters ofThe credit of $1 million.facility was issued by CERC Corp.

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

For more information on the Bridge Facility relating to the proposed Merger with Vectren, see Note 3 to the Interim Condensed Financial Statements.

Long-term Debt

In February 2018, Houston Electric issued $400 million aggregate principal amount of general mortgage bonds. In March 2018, CERC Corp. issued $600 million aggregate principal amount of unsecured senior notes. For furtherdetailed information about our 2018the Registrants’ debt issuances and redemptions in 2019, see Note 12 to the Interim Condensed Financial Statements.

As of June 30, 2018, Houston Electric’s outstanding first mortgage bonds and general mortgage bonds aggregated approximately $3.4 billion, of which $118 million is not reflected in its consolidated financial statements because of the contingent nature of the obligation.

The lien of the general mortgage indenture is junior to that of the mortgage pursuant to which the first mortgage bonds are issued. Houston Electric may issue additional general mortgage bonds on the basis of retired bonds, 70% of property additions or cash deposited with the trustee.  Approximately $4.1 billion of additional first mortgage bonds and general mortgage bonds could be issued on the basis of retired bonds and 70% of property additions as of June 30, 2018. Houston Electric has contractually agreed that it will not issue additional first mortgage bonds, subject to certain exceptions.

Houston Electric’s long-term debt consists of its obligations and the obligations of its subsidiaries, including Securitization Bonds issued by its wholly-owned subsidiaries.  As of June 30, 2018, the Bond Companies had the following aggregate principal amount, exclusive of debt issuance costs, of Securitization Bonds outstanding.
Company Aggregate Principal Amount Outstanding
  (in millions)
Bond Company II $296
Bond Company III 110
Bond Company IV 955
Restoration Bond Company 281
Total $1,642

The Securitization Bonds are paid through the imposition of “transition” or “system restoration” charges, as defined in the Texas Public Utility Regulatory Act, which are irrevocable, non-bypassable charges to provide recovery of authorized qualified costs. The Securitization Bonds are reported as our long-term debt, although the holders of these bonds have no recourse to any of our assets or revenues, and our creditors have no recourse to any assets or revenues (including, without limitation, the transition or system restoration charges) of the Bond Companies. Houston Electric has no payment obligations with respect to the Securitization Bonds except to remit collections of transition and system restoration charges as set forth in servicing agreements between Houston Electric and the Bond Companies and in an intercreditor agreement among Houston Electric, the Bond Companies and other parties.

Securities Registered with the SEC

On January 31, 2017, the 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 number of CenterPoint Energy’s shares of common stock,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 July 23, 2018,April 25, 2019, the Registrants had no temporary external investments.

Money Pool (Houston Electric and CERC)

We haveThe Registrants participate in a money pool through which the holding companythey and participatingcertain of their subsidiaries can borrow or invest on a short-term basis. Funding needs are aggregated and external borrowing or investing is based on the net cash position. The net funding requirements of the money pool are expected to be met with borrowings under ourCenterPoint Energy’s revolving credit facility or the sale of ourCenterPoint Energy’s commercial paper. The money pool may not provide sufficient funds to meet our subsidiaries’the Registrants’ cash needs. As of July 23, 2018, Houston Electric and CERC had borrowings from the

The table below summarizes money pool activity by Registrant as of $63 million and $-0-, respectively.April 25, 2019:
 Weighted Average Interest Rate Houston Electric CERC
   (in millions)
Money pool investments2.86% $952
 $299

Impact on Liquidity of a Downgrade in Credit Ratings

The interest on borrowings under the Registrants’ credit facilities is based on theireach respective borrower’s credit ratings. As of July 23, 2018,April 25, 2019, Moody’s, S&P and Fitch had assigned the following credit ratings to senior debt of the Registrants:borrowers:
  Moody’s S&P Fitch
Company/RegistrantBorrower/Instrument Rating Outlook (1) Rating CreditWatchOutlook (2) Rating Outlook (3)
CenterPoint EnergyCenterPoint Energy Senior Unsecured Debt Baa1Baa2StableBBBStableBBBStable
CenterPoint EnergyVectren Corp. Issuer Ratingn/an/aBBB+Stablen/an/a
CenterPoint EnergyVUHI Senior Unsecured DebtA2 Negative BBB+ Stablen/an/a
CenterPoint EnergyIndiana Gas Senior Unsecured DebtA2Negative BBBBBB+ Stablen/an/a
CenterPoint EnergySIGECO Senior Secured DebtAa3NegativeAStablen/an/a
Houston ElectricHouston Electric Senior Secured Debt A1 Stable A NegativeStable A+ Stable
CERCCERC Corp. Senior Unsecured Debt Baa2Baa1PositiveBBB+ Stable A-BBB+ NegativeBBBPositiveStable

(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 CreditWatchoutlook assesses the potential direction of a short-term or long-term credit rating.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.

We
The Registrants cannot assure that the ratings set forth above will remain in effect for any given period of time or that one or more of these ratings will not be lowered or withdrawn entirely by a rating agency. WeThe Registrants note that these credit ratings are included for informational purposes and are not recommendations to buy, sell or hold ourthe 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 ourthe Registrants’ credit ratings could have a material adverse impact on ourthe Registrants’ ability to obtain short- and long-term financing, the cost of such financings and the execution of ourthe Registrants’ commercial strategies.

A decline in credit ratings could increase borrowing costs under the Registrants’ revolving credit facilities. If the Registrants’ credit ratings had been downgraded one notch by each of the three principal credit rating agencies from the ratings that existed as of June 30, 2018,March 31, 2019, the impact on the borrowing costs under the threefive revolving credit facilities would have been immaterial. A decline in credit ratings would also increase the interest rate on long-term debt to be issued in the capital markets and could negatively impact the Registrants’ ability to complete capital market transactions and to access the commercial paper market. Additionally, a decline in credit ratings could increase cash collateral requirements and reduce earnings of CenterPoint Energy’s and CERC’s Natural Gas Distribution and Energy Services businessreportable segments.

CES, a wholly-owned subsidiary of CERC Corp. operating in ourthe Energy Services businessreportable 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 by CES. Similarly, mark-to-market exposure offsetting and exceeding the credit threshold may cause the counterparty to provide collateral to CES. As of June 30, 2018,March 31, 2019, the amount posted by CES as collateral aggregated approximately $50$18 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 June 30, 2018,March 31, 2019, unsecured credit limits extended to CES by counterparties aggregated $348$268 million, and less than $1 millionnone 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 $184$195 million as of June 30, 2018.March 31, 2019. The amount of collateral will depend on seasonal variations in transportation levels.

ZENS and Securities Related to ZENS (CenterPoint Energy)

If ourCenterPoint Energy’s creditworthiness were to drop such that ZENS holders thought ourits 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 we ownCenterPoint Energy owns or from other sources. We ownCenterPoint Energy owns shares of ZENS-Related Securities equal to approximately 100% of the reference shares used to calculate ourits 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 shares would typically cease when ZENS are exchanged or otherwise retired and shares of ZENS-Related Securities shares 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 June 30, 2018,March 31, 2019, deferred taxes of approximately $408$433 million would have been payable in 2018.2019. If all the ZENS-Related Securities had been sold on June 30, 2018,March 31, 2019, capital gains taxes of approximately $100$107 million would have been payable in 2018.

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 CenterPoint Energy’s revolving credit facility, a payment default on, or a non-payment default that permits acceleration of, any indebtedness for borrowed money and certain other specified types of obligations (including guarantees) exceeding $125 million by it or any of its significant subsidiaries will cause a default. A default by CenterPoint Energy would not trigger a default under its subsidiaries’ debt instruments or revolving credit facilities.


Possible Acquisitions, Divestitures and Joint Ventures

From time to time, 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, we announced that we were 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. We have decided that we will not pursue a spin option at this time. In the fourth quarter of 2017, we announced that late-stage discussions with a third party regarding a transaction involving our investment in Enable had terminated because an agreement on mutually acceptable terms could not be reached. WeAdditionally, CenterPoint Energy may also reduce ourits ownership in Enable over time through sales in the public equity markets, or otherwise, of the Enable common units we hold,it holds, subject to market conditions. AlthoughCenterPoint Energy’s ability to execute any sale of Enable common units is subject to a transactionnumber of uncertainties, including the timing, pricing and terms of any such sale. Any sales of Enable common units CenterPoint Energy owns could have an adverse impact on the price of Enable common units or on any trading market for Enable common units. Further, CenterPoint Energy’s sales of Enable common units may have an adverse impact on Enable’s ability to issue equity on satisfactory terms, or at all, our interestswhich may limit its ability to expand operations or make future acquisitions. Any reduction in CenterPoint Energy’s interest in Enable is not viable at this time, wewould result in decreased distributions from Enable and decrease income, which may pursue suchadversely impact its ability to meet its payment obligations and pay dividends on its Common Stock. Further, any sales of Enable common units would result in a transaction if it is viable in the future.significant amount of taxes due. There can be no assurances that we will engage in any specific action or that any sale transaction or any sale of Enable common units in the public equity markets or otherwise will be completed, and we do not intend to disclose further developments unless and until our Board of Directors approves a specific transaction or as otherwise required by applicable law or NYSE regulations.completed. Any sale transaction or sale of Enable common units in the public equity markets or otherwise may involve significant costs and expenses, including, in connection with any public offering, a significant underwriting discount. WeCenterPoint Energy may not realize any or all of the anticipated strategic, financial, operational or other benefits from any completed sale or reduction in ourits investment in Enable.

Enable Midstream Partners (CenterPoint(CenterPoint Energy and CERC)

We receiveIn 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 and Enable Series A Preferred Units we own.Units. A reduction in the cash distributions we receiveCenterPoint Energy receives from Enable could significantly impact ourCenterPoint Energy’s liquidity. For additional information about cash distributions from Enable, see Notes 9 and 1921 to the Interim Condensed Financial Statements.

Hedging of Interest Expense for Future Debt Issuances

From time to time, wethe 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 7(a) to the Interim Condensed Financial Statements.

Weather Hedge (CenterPoint Energy and CERC)

WeCenterPoint 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. WeCenterPoint Energy and CERC remain exposed to some weather risk as a result of the partial hedges. For more information about our 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, ourthe Registrants’ liquidity and capital resources could be affected by:

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

various legislative or regulatory actions; 

incremental collateral, if any, that may be required due to regulation of derivatives; 

the ability of GenOnderivatives (CenterPoint Energy and its subsidiaries, currently the subject of bankruptcy proceedings, to satisfy their obligations in respect of GenOn’s indemnity obligations to us;

CERC); 

the ability of REPs, including REP affiliates of NRG and Vistra Energy Corp., formerly known as TCEH Corp., to satisfy their obligations to CenterPoint Energy and 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; 

contributions to pension and postretirement benefit plans;plans (CenterPoint Energy); 

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 each of the Registrants’ 2017 Form 10-K and Item 1A of Part II of CenterPoint Energy’s First Quarter 2018 Form 10-Q.
•
various other risks identified in “Risk Factors” in Item 1A of Part I of the Registrants’ combined 2018 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 ourthe Registrants’ and certain of CenterPoint Energy’s subsidiaries’ revolving credit facilities, see Note 12 to the Interim Condensed Financial Statements.

NEW ACCOUNTING PRONOUNCEMENTS

See Note 2 to the Interim Condensed Financial Statements, incorporated herein by reference, for a discussion of new accounting pronouncements that affect 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 June 30, 2018, weMarch 31, 2019, CenterPoint Energy had outstanding long-term debt, lease obligations and obligations under ourits ZENS that subject usit to the risk of loss associated with movements in market interest rates.

OurCenterPoint Energy’s floating rate obligations aggregated $565$3.9 billion and $210 million and $1.8 billion as of June 30, 2018March 31, 2019 and December 31, 2017,2018, respectively. If the floating interest rates were to increase by 10% from June 30, 2018March 31, 2019 rates, ourCenterPoint Energy’s combined interest expense would increase by approximately $1$11 million annually.

As of June 30, 2018March 31, 2019 and December 31, 2017, we2018, CenterPoint Energy had outstanding fixed-rate debt (excluding indexed debt securities) aggregating $7.8$10.3 billion and $7.0$9.0 billion, respectively, in principal amount and having a fair value of $8.010.9 billion and $7.5$9.2 billion, respectively. Because these instruments are fixed-rate, they do not expose usCenterPoint 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 $266$350 million if interest rates were to decline by 10% from levels at June 30, 2018.March 31, 2019. In general, such an increase in fair value would impact earnings and cash flows only if weCenterPoint 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 $2623 million as of June 30, 2018March 31, 2019 was a fixed-rate obligation and, therefore, did not expose usCenterPoint 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 $183 million if interest rates were to decline by 10% from levels at June 30, 2018.March 31, 2019. Changes in the fair value of the derivative component, a $641$687 million recorded liability at June 30, 2018,March 31, 2019, are recorded in ourCenterPoint Energy’s Condensed Statements of Consolidated Income and, therefore, we areit 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 June 30, 2018March 31, 2019 levels, the fair value of the derivative component liability would decrease by approximately $21 million, which would be recorded as an unrealized gain in ourCenterPoint Energy’s Condensed Statements of Consolidated Income.

Equity Market Value Risk (CenterPoint Energy)

We areCenterPoint Energy is exposed to equity market value risk through ourits ownership of 10.2 million shares of AT&T Common and 0.9 million shares of Charter Common, which we holdCenterPoint Energy holds to facilitate ourits ability to meet ourits 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 June 30, 2018March 31, 2019 aggregate market value of these shares would

result in a net loss of approximately less than $1 million, which would be recorded as an unrealized loss in ourCenterPoint Energy’s Condensed Statements of Consolidated Income.

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

We useCenterPoint Energy uses derivative instruments as economic hedges to offset the commodity price exposure inherent in our businesses.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. We measureCenterPoint Energy measures this commodity risk using a sensitivity analysis. For purposes of this analysis, we estimateCenterPoint Energy estimates commodity price risk by applying a $0.50 change in the forward NYMEX price to ourits 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 June 30, 2018,March 31, 2019, the recorded fair value of ourCenterPoint Energy’s non-trading energy derivatives was a net asset of $50$38 million (before collateral), all of which is related to ourthe Energy Services businessreportable segment. A $0.50 change in the forward NYMEX price would have had a combined impact of $8$9 million on ourCenterPoint 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 ourEnergy Services’ natural gas inventory (Gas Daily) and the related fair value hedge (NYMEX) can result in volatility to ourCenterPoint 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 March 31, 2019, the recorded fair value of non-trading energy derivative liabilities was $10 million for CenterPoint Energy’s utility natural gas operations in Indiana, which is offset by a regulatory asset.

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

Item 4.CONTROLS AND PROCEDURES

In accordance with Exchange Act Rules 13a-15 and 15d-15, the Registrants carried out separate evaluations, under the supervision and with the participation of each company’s management, including the principal executive officer and principal financial officer, of the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report. Based on those evaluations, the principal executive officer and principal financial officer, in each case, concluded that the disclosure controls and procedures were effective as of June 30, 2018March 31, 2019 to provide assurance that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and such information is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding disclosure.

ThereOn 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 the Registrants’ internal controls over financial reporting that occurred during the three months ended June 30, 2018March 31, 2019 that has materially affected, or is reasonably likely to materially affect, the Registrants’ internal controls over financial reporting.

PART II. OTHER INFORMATION

Item 1.LEGAL PROCEEDINGS

For a description of certain legal and regulatory proceedings, please read Note 14(b)14(c) to the Interim Condensed Financial Statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Future Sources and Uses of Cash” and “— Regulatory Matters,” each of which is incorporated herein by reference. See also “Business“Business — Regulation” and “— Environmental Matters”Matters” in Item 1 and “Legal Proceedings”“Legal Proceedings” in Item 3 of each of the Registrants’ 2017combined 2018 Form 10-K.

Item 1A.RISK FACTORS

There have been no material changes from the risk factors disclosed in each of the Registrants’ 2017 Form 10-K and CenterPoint Energy’s First Quartercombined 2018 Form 10-Q.10-K.


Item 5.OTHER INFORMATION

Ratio of Earnings to Fixed Charges. The Registrants do not believe that the ratios for these six-month periods are necessarily indicative of the ratios for the 12-month periods due to the seasonal nature of their business. The ratios were calculated pursuant to applicable rules of the SEC.
  Six Months Ended June 30,
  2018 2017
  CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC
Ratio of earnings to fixed charges 1.69 2.88 4.64 3.61 2.31 6.35

Item 6.EXHIBITS

Exhibits filed herewith are designated by a cross (+); all exhibits not so designated are incorporated by reference to a prior filing as indicated. Agreements included as exhibits are included only to provide information to investors regarding their terms. Agreements listed below may contain representations, warranties and other provisions that were made, among other things, to provide the parties thereto with specified rights and obligations and to allocate risk among them, and no such agreement should be relied upon as constituting or providing any factual disclosures about the Registrants, any other persons, any state of affairs or other matters.
 
Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, the Registrants have not filed as exhibits to this Form 10-Q certain long-term debt instruments, including indentures, under which the total amount of securities authorized does not exceed 10% of the total assets of the Registrants and its subsidiaries on a consolidated basis. The Registrants hereby agree to furnish a copy of any such instrument to the SEC upon request.
Exhibit
Number
 Description 
Report or Registration
Statement
 
SEC File or
Registration
Number
 
Exhibit
Reference
 CenterPoint Energy Houston Electric CERC Description 
Report or Registration
Statement
 
SEC File or
Registration
Number
 
Exhibit
Reference
 CenterPoint Energy Houston Electric CERC
2.1* 
Agreement and Plan of Merger, dated as of April 21, 2018, by and among Vectren Corporation, CenterPoint Energy, Inc. and Pacer Merger Sub, Inc.
 CenterPoint Energy’s Form 8-K dated April 21, 2018 1-31447 2.1 x  
Agreement and Plan of Merger, dated as of April 21, 2018, by and among Vectren Corporation, CenterPoint Energy, Inc. and Pacer Merger Sub, Inc.
 CenterPoint Energy’s Form 8-K dated April 21, 2018 1-31447 2.1 x 
3.1 
Restated Articles of Incorporation of CenterPoint Energy
 CenterPoint Energy’s Form 8-K dated July 24, 2008 1-31447 3.2 x  
Restated Articles of Incorporation of CenterPoint Energy
 CenterPoint Energy’s Form 8-K dated July 24, 2008 1-31447 3.2 x 
3.2 
Restated Certificate of Formation of Houston Electric
 Houston Electric’s Form 10-Q for the quarter ended June 30, 2011 1-3187 3.1 x  
Restated Certificate of Formation of Houston Electric
 Houston Electric’s Form 10-Q for the quarter ended June 30, 2011 1-3187 3.1 x 
3.3 
Certificate of Incorporation of RERC Corp.

 CERC Form 10-K for the year ended December 31, 1997 1-13265 3(a)(1) x 
Certificate of Incorporation of RERC Corp.

 CERC Form 10-K for the year ended December 31, 1997 1-13265 3(a)(1) x
3.4 Certificate of Merger merging former NorAm Energy Corp. with and into HI Merger, Inc. dated August 6, 1997 CERC Form 10-K for the year ended December 31, 1997 1-13265 3(a)(2) x Certificate of Merger merging former NorAm Energy Corp. with and into HI Merger, Inc. dated August 6, 1997 CERC Form 10-K for the year ended December 31, 1997 1-13265 3(a)(2) x
3.5 Certificate of Amendment changing the name to Reliant Energy Resources Corp. CERC Form 10-K for the year ended December 31, 1998 1-13265 3(a)(3) x Certificate of Amendment changing the name to Reliant Energy Resources Corp. CERC Form 10-K for the year ended December 31, 1998 1-13265 3(a)(3) x
3.6 
Certificate of Amendment changing the name to CenterPoint Energy Resources Corp.
 CERC Form 10-Q for the quarter ended June 30, 2003 1-13265 3(a)(4) x 
Certificate of Amendment changing the name to CenterPoint Energy Resources Corp.
 CERC Form 10-Q for the quarter ended June 30, 2003 1-13265 3(a)(4) x
3.7 
Third Amended and Restated Bylaws of CenterPoint Energy
 CenterPoint Energy’s Form 8-K dated February 21, 2017 1-31447 3.1 x  
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  
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 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  
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 

Exhibit
Number
 Description 
Report or Registration
Statement
 
SEC File or
Registration
Number
 
Exhibit
Reference
 CenterPoint Energy Houston Electric CERC
4.1 
Form of CenterPoint Energy Stock Certificate
 CenterPoint Energy’s Registration Statement on Form S-4 3-69502 4.1 x    
4.2 
$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    
4.3 
$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  
4.4 
$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
4.5 
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    
4.6 
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    
4.7 
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  
4.8 
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 x   x
10.1 
Commitment Letter, dated as of April 21, 2018, by Goldman Sachs Bank USA and Morgan Stanley Senior Funding, Inc. to CenterPoint Energy, Inc.
 CenterPoint Energy’s Form 8-K dated April 21, 2018 1-31447 10.1 x    
+12.1 
Computation of Ratios of Earnings to Fixed Charges
       x    
+12.2 
Computation of Ratios of Earnings to Fixed Charges
         x  
+12.3 
Computation of Ratios of Earnings to Fixed Charges
           x
+31.1.1 
Rule 13a-14(a)/15d-14(a) Certification of Scott M. Prochazka
       x    
+31.1.2 
Rule 13a-14(a)/15d-14(a) Certification of Scott M. Prochazka
         x  
+31.1.3 
Rule 13a-14(a)/15d-14(a) Certification of Scott M. Prochazka
           x
+31.2.1 
Rule 13a-14(a)/15d-14(a) Certification of William D. Rogers
       x    
+31.2.2 
Rule 13a-14(a)/15d-14(a) Certification of William D. Rogers
         x  
+31.2.3 
Rule 13a-14(a)/15d-14(a) Certification of William D. Rogers
           x
+32.1.1 
Section 1350 Certification of Scott M. Prochazka
       x    
+32.1.2 
Section 1350 Certification of Scott M. Prochazka
         x  
+32.1.3 
Section 1350 Certification of Scott M. Prochazka
           x
+32.2.1 
Section 1350 Certification of William D. Rogers
       x    
+32.2.2 
Section 1350 Certification of William D. Rogers
         x  
+32.2.3 
Section 1350 Certification of William D. Rogers
           x
+101.INS XBRL Instance Document       x x x
Exhibit
Number
 Description 
Report or Registration
Statement
 
SEC File or
Registration
Number
 
Exhibit
Reference
 CenterPoint Energy Houston Electric CERC
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  
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 x   x
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 x    
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 x    
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 x    
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 x    
4.17 Mortgage and Deed of Trust dated as of April 1, 1932 between SIGECO and Bankers Trust Company, as Trustee, as amended and supplemented by 28 Supplemental Indentures thereto Post-Effective Amendment No. 1

Form 8-K dated June 1, 1984

Form 8-K dated March 24, 1986
Form 8-K dated June 3, 1986		 
2-2536
2-62032

2-88923
1-3553

1-3553
1-3553
 B-1, B-2
(b)(4)(ii)

4(b)(2)
4


4-A
4		 x
x

x
x


x
x		    

Exhibit
Number
 Description 
Report or Registration
Statement
 
SEC File or
Registration
Number
 
Exhibit
Reference
 CenterPoint Energy Houston Electric CERC
4.18Additional Supplemental Indentures to Exhibit 4.17:x
Date as ofFile ReferenceExhibit No.
July 1, 19851-3553, SIGECO’s Form 10-K for the fiscal year 19854-A
November 1, 19851-3553, SIGECO’s Form 10-K for the fiscal year 19854-A
November 15, 19861-3553, SIGECO’s Form 10-K for the fiscal year 19864-A
January 15, 19871-3553, SIGECO’s Form 10-K for the fiscal year 19864-A
December 15, 19871-3553, SIGECO’s Form 10-K for the fiscal year 19874-A
December 13, 19901-3553, SIGECO’s Form 10-K for the fiscal year 19904-A
April 1, 19931-3553, SIGECO’s Form 8-K dated April 13, 19934
June 1, 19931-3553, SIGECO’s Form 8-K dated June 14, 19934
May 1, 1993
1-3553, SIGECO’s Form 10-K for the fiscal year 19934(a)
 July 1, 1999
1-3553, SIGECO’s Form 10-Q for the quarter ended June 30, 19994(a)
March 1, 2000
1-15467, Vectren’s Form 10-K for the year ended December 31, 20014.1
August 1, 2004
1-15467, Vectren’s Form 10-K for the year ended December 31, 20044.1
October 1, 2004
1-15467, Vectren’s Form 10-K for the year ended December 31, 20044.2
April 1, 2005
1-15467, Vectren’s Form 10-K for the year ended December 31, 20074.1
March 1, 2006
1-15467, Vectren’s Form 10-K for the year ended December 31, 20074.2
December 1, 2007
1-15467, Vectren’s Form 10-K for the year ended December 31, 20074.3

Exhibit
Number
 Description 
Report or Registration
Statement
 
SEC File or
Registration
Number
 
Exhibit
Reference
 CenterPoint Energy Houston Electric CERC
  Date as of File Reference Exhibit No.        
  
August 1, 2009
 1-15467, Vectren’s Form 10-K for the year ended December 31, 2009 4.1        
  
April 1, 2013
 1-15467, Vectren’s Form 8-K dated April 30, 2013 4.1        
  
September 1, 2014
 1-15467, Vectren’s Form 8-K dated September 25, 2014 4.1        
  
September 1, 2015
 1-15467, Vectren’s Form 8-K dated September 10, 2015 4.1        
4.19 Indenture dated February 1, 1991 between Indiana Gas Company, Inc. and U.S Bank Trust National Association (formerly known as First Trust National Association, which was formerly known as Bank of America Illinois, which was formerly known as Continental Bank, National Association) Indiana Gas’s Form 8-K filed February 15, 1991 1-6494 4(a) x    
4.20 First Supplemental Indenture to Exhibit 4.19, dated as of February 15, 1991 Indiana Gas’s Form 8-K filed February 15, 1991 1-6494 4(b) x    
4.21 Second Supplemental Indenture to Exhibit 4.19, dated as of September 15, 1991 Indiana Gas’s Form 8-K filed September 25, 1991 1-6494 4(b) x    
4.22 Third Supplemental Indenture to Exhibit 4.19, dated as of September 15, 1991 Indiana Gas’s Form 8-K filed September 25, 1991 1-6494 4(c) x    
4.23 Fourth Supplemental Indenture to Exhibit 4.19, dated as of December 2, 1992 Indiana Gas’s Form 8-K filed December 8, 1992 1-6494 4(b) x    
4.24 
Fifth Supplemental Indenture to Exhibit 4.19, dated as of December 28, 2000
 Indiana Gas’s Form 8-K filed December 27, 2000 1-6494 4 x    
4.25 
Indenture dated October 19, 2001, among VUHI, Indiana Gas, SIGECO, VEDO and U.S. Bank Trust National Association 
 VUHI’s Form 8-K dated October 19, 2001 1-16739 4.1 x    
4.26 
First Supplemental Indenture to Exhibit 4.25, dated October 19, 2001
 VUHI’s Form 8-K dated October 19, 2001 1-16739 4.2 x    
4.27 
Second Supplemental Indenture to Exhibit 4.25
 VUHI’s Form 8-K dated November 29, 2001 1-16739 4.1 x    
4.28 
Third Supplemental Indenture to Exhibit 4.25, dated July 29, 2003
 VUHI’s Form 8-K dated July 24, 2003 1-16739 4.1 x    
4.29 
Fourth Supplemental Indenture to Exhibit 4.25, dated November 21, 2005
 VUHI’s Form 8-K dated November 18, 2005 1-16739 4.1 x    
4.30 
Form of Fifth Supplemental Indenture to Exhibit 4.25, dated October 18, 2006
 VUHI’s Form 8-K dated October 16, 2006 1-16739 4.1 x    
4.31 
Sixth Supplemental Indenture to Exhibit 4.25, dated March 10, 2008
 VUHI’s Form 8-K dated March 10, 2008 1-16739 4.1 x    
4.32 
Note Purchase Agreement, dated March 11, 2009, among VCC, Vectren and each of the purchasers named therein
 Vectren’s Form 8-K dated March 16, 2009 1-15467 4.5 x    
4.33 
Note Purchase Agreement, dated April 7, 2009, among VUHI, Indiana Gas, SIGECO and VEDO and the purchasers named therein
 Vectren’s Form 8-K dated April 7, 2009 1-15467 4.5 x    
4.34 
Note Purchase Agreement, dated September 9, 2010, among VCC, Vectren and the purchasers named therein
 Vectren’s Form 8-K dated September 10, 2010 1-15467 4.1 x    

Exhibit
Number
 Description 
Report or Registration
Statement
 
SEC File or
Registration
Number
 
Exhibit
Reference
 CenterPoint Energy Houston Electric CERC
4.35 
Note Purchase Agreement, dated April 5, 2011, among VUHI, Indiana Gas, SIGECO and VEDO and the purchasers named therein
 Vectren’s Form 8-K dated April 8, 2011 1-15467 4.1 x    
4.36 
Note Purchase Agreement, dated November 15, 2011, among VUHI, Indiana Gas, SIGECO and VEDO and the purchasers named therein
 Vectren’s Form 8-K dated November 17, 2011 1-15467 4.1 x    
4.37 
Note Purchase Agreement, dated December 20, 2012, among VUHI, Indiana Gas, SIGECO and VEDO and the purchasers named therein
 Vectren’s Form 8-K dated December 21, 2012 1-15467 4.1 x    
4.38 
Note Purchase Agreement, dated June 11, 2015, among VUHI, Indiana Gas, SIGECO and VEDO and the purchasers named therein
 Vectren’s Form 8-K dated June 12, 2015 1-15467 4.1 x    
4.39 
Note Purchase Agreement, dated June 11, 2015, between VCC, Vectren and each of the purchasers named therein
 Vectren’s Form 8-K dated June 12, 2015 1-15467 4.2 x    
4.40 
Note Purchase Agreement, dated July 14, 2017, between VUHI, certain Subsidiaries of VUHI as Guarantors and each of the purchasers named therein
 Vectren’s Form 8-K dated July 17, 2017 1-15467 4.1 x    
4.41 
Bond Purchase and Covenants Agreement, dated September 14, 2017, between SIGECO and PNC Bank, National Association
 Vectren’s Form 8-K dated September 25, 2017 1-15467 4.1 x    
4.42 
Joinder and First Amendment to Bond Purchase and Covenants Agreement dated March 1, 2018 among SIGECO, the lenders party thereto and PNC Bank, National Association
 Vectren’s Form 8-K dated May 3, 2018 1-15467 4.1 x    
4.43 
Second Amendment to Bond Purchase and Covenants Agreement dated May 1, 2018 among SIGECO, the lenders party thereto and PNC Bank, National Association
 Vectren’s Form 8-K dated May 3, 2018 1-15467 4.2 x    
+10.1 
Separation Agreement and Release for William D. Rogers
       x    
10.2 
Vectren Non-Qualified Deferred Compensation Plan, as amended and restated effective January 1, 2001
 Vectren’s Form 10-K for the year end December 31, 2001 1-15467 10.32 x    
10.3 
Vectren Corporation Non-Qualified Deferred Compensation Plan, effective January 1, 2005
 Vectren’s Form 8-K dated September 29, 2008 1-15467 10.3 x    
10.4 
Vectren Nonqualified Defined Benefit Restoration Plan, as amended and restated effective January 1, 2005
 Vectren’s Form 8-K dated December 17, 2008 1-15467 10.2 x    
10.5 
Vectren specimen change in control agreement dated December 31, 2011
 Vectren’s Form 8-K dated January 5, 2012 1-15467 10.1 x    
10.6 
Amendment Number One to the Vectren specimen change in control agreement dated December 31, 2012
 Vectren’s Form 10-K for the year end December 31, 2012 1-15467 10.1 x    
10.7 
Vectren Unfunded Supplemental Retirement Plan for a Select Group of Management Employees (As Amended and Restated Effective January 1, 2005)
 Vectren’s Form 8-K dated December 17, 2008 1-15467 10.1 x    
10.8 
Vectren Specimen Waiver, effective October 3, 2013, to the Vectren Unfunded Supplemental Retirement Plan for a Select Group of Management Employees
 Vectren’s Form 10-Q for the quarter ended September 30, 2013 1-15467 10.1 x    
+31.1.1 
Rule 13a-14(a)/15d-14(a) Certification of Scott M. Prochazka
       x    
+31.1.2 
Rule 13a-14(a)/15d-14(a) Certification of Scott M. Prochazka
         x  
+31.1.3 
Rule 13a-14(a)/15d-14(a) Certification of Scott M. Prochazka
           x

Exhibit
Number
Description
Report or Registration
Statement
SEC File or
Registration
Number
Exhibit
Reference
CenterPoint EnergyHouston ElectricCERC
+31.2.1
Rule 13a-14(a)/15d-14(a) Certification of Xia Liu
x
+31.2.2
Rule 13a-14(a)/15d-14(a) Certification of Xia Liu
x
+31.2.3
Rule 13a-14(a)/15d-14(a) Certification of Xia Liu
x
+32.1.1
Section 1350 Certification of Scott M. Prochazka
x
+32.1.2
Section 1350 Certification of Scott M. Prochazka
x
+32.1.3
Section 1350 Certification of Scott M. Prochazka
x
+32.2.1
Section 1350 Certification of Xia Liu
x
+32.2.2
Section 1350 Certification of Xia Liu
x
+32.2.3
Section 1350 Certification of Xia Liu
x
+101.INSXBRL Instance Documentxxx
+101.SCH XBRL Taxonomy Extension Schema Document       x x x
+101.CAL XBRL Taxonomy Extension Calculation Linkbase Document       x x x
+101.DEF XBRL Taxonomy Extension Definition Linkbase Document       x x x
+101.LAB XBRL Taxonomy Extension Labels Linkbase Document       x x x
+101.PRE XBRL Taxonomy Extension Presentation Linkbase Document       x x x
*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, 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: August 3, 2018May 9, 2019




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