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



The following combined discussion and analysis should be read in combination
with the consolidated financial statements included in Item 8 herein. When
discussing CenterPoint Energy's consolidated financial information, it includes
the results of Houston Electric and CERC, which, along with CenterPoint Energy,
are collectively referred to as the Registrants. Where appropriate, information
relating to a specific registrant has been segregated and labeled as such.
Unless the context indicates otherwise, specific references to Houston Electric
and CERC also pertain to CenterPoint Energy. In this combined Form 10-K, the
terms "our," "we" and "us" are used as abbreviated references to CenterPoint
Energy, Inc. together with its consolidated subsidiaries.

                                    OVERVIEW

Background

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

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

CERC Corp. is an indirect, wholly-owned subsidiary of CenterPoint Energy that
owns and operates natural gas distribution facilities in several states, with
operating subsidiaries that own and operate permanent pipeline connections
through interconnects with various interstate and intrastate pipeline companies.

Reportable Segments



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

As of December 31, 2021, CenterPoint Energy's reportable segments were Electric and Natural Gas.



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

•The Natural Gas reportable segment includes natural gas distribution services
that are subject to rate regulation in CenterPoint Energy's and CERC's service
territories, as well as home appliance maintenance and repair services to
customers in Minnesota and home repair protection plans to natural gas customers
in Arkansas, Indiana, Mississippi, Ohio, Oklahoma and Texas through a third
party as of December 31, 2021. For further information about the Natural Gas
reportable segment, see "Business - Our Business - Natural Gas" in Item 1 of
Part I of this report.

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

Houston Electric and CERC each consist of a single reportable segment.


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                               EXECUTIVE SUMMARY

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

Factors Influencing Our Businesses and Industry Trends



We are an energy delivery company. The majority of our revenues are generated
from the transmission and delivery of electricity and the sale of natural gas by
our subsidiaries.

As announced in December 2020, our business strategy incorporated the Business
Review and Evaluation Committee's recommendations to increase our planned
capital expenditures in our electric and natural gas businesses to support rate
base growth and sell certain of our Natural Gas businesses located in Arkansas
and Oklahoma as a means to efficiently finance a portion of such increased
capital expenditures. The sale of our Natural Gas businesses in Arkansas and
Oklahoma was completed in January 2022. See Note 4 to the consolidated financial
statements for further details.

In February 2021, we announced our support for the Enable Merger, which closed
in December 2021. At our September 2021 analyst day, we announced our plans to
exit the midstream sector by the end of 2022 and become a pure-play utility
focusing on growth in our existing service territories. In September 2021, we
entered into a Forward Sale Agreement to sell 50 million Energy Transfer Common
Units immediately following the closing of the Enable Merger. In December 2021,
we completed sales of 150 million Energy Transfer Common Units (inclusive of the
Energy Transfer Common Units sold pursuant to the Forward Sale Agreement) and
192,390 Energy Transfer Series G Preferred Units for net proceeds of $1,320
million. See Note 12 to the consolidated financial statements for further
details.

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

To assess our financial performance, our management primarily monitors recovery
of costs and return on investments by the evaluation of net income and cash
flows, among other things, from our regulated service territories within our
reportable segments. Within these broader financial measures, we monitor
margins, natural gas and fuel costs, interest expense, capital spending working
capital requirements, and operation and maintenance expense. In addition to
these financial measures, we also monitor a number of variables that management
considers important to gauge the performance of our reportable segments,
including the number of customers, throughput, use per customer, commodity
prices, heating and cooling degree days, environmental impacts, safety factors,
system reliability and customer satisfaction.

The nature of our businesses requires significant amounts of capital investment,
particularly in light of our new 10-year capital plan, and we rely on internally
generated cash, borrowings under our credit facilities, proceeds from commercial
paper and issuances of debt and equity in the capital markets to satisfy these
capital needs. Proceeds from future dispositions of Energy Transfer Common Units
or Energy Transfer Series G Preferred Units could reduce borrowings or provide
additional support for our capital investment needs. With respect to CERC, we
intend to use proceeds from the completed dispositions of our Natural Gas
businesses in Arkansas and Oklahoma and any potential further asset sales to
satisfy a portion of its capital needs. We strive to maintain investment grade
ratings for our securities to access the capital markets on terms we consider
reasonable. A reduction in our ratings generally would increase our borrowing
costs for new issuances of debt, as well as borrowing costs under our existing
revolving credit facilities, and may prevent us from accessing the commercial
paper markets. Disruptions in the financial markets can also affect the
availability of new capital on terms we consider attractive. In those
circumstances, we may not be able to obtain certain types of external financing
or may be required to accept terms less favorable than they would otherwise
accept. For that reason, we seek to maintain adequate liquidity for our
businesses through existing credit facilities and prudent refinancing of
existing debt.

To the extent adverse economic conditions, including supply chain disruptions,
affect our suppliers and customers, results from our energy delivery businesses
may suffer. Each state has a unique economy and is driven by different
industrial sectors. Our largest customers reflect the diversity in industries in
the states across our footprint. For example, Houston Electric is largely
concentrated in Houston, Texas, a diverse economy where a higher percentage of
employment is tied to the energy sector relative to other regions of the
country. Although the Houston area represents a large part of our customer base,
we have
                                       41
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a diverse customer base throughout the various states our utility businesses
serve. In Minnesota, for instance, education and health services are the state's
largest sectors. Indiana and Ohio are impacted by changes in the Midwest economy
in general and changes in particular industries concentrated in the Midwest such
as automotive, feed and grain processing. Some industries are driven by
population growth like education and health care, while others may be influenced
by strength in the national or international economy.

Further, the global supply chain has experienced significant disruptions due to
a multitude of factors, such as labor shortages, resource availability, long
lead times, inflation and weather. These disruptions have adversely impacted the
utility industry. Like many of our peers, we have experienced disruptions to our
supply chain and may continue to experience such disruptions in the future. For
example, we, along with the developer of the project, recently announced plans
to downsize the solar array to be built in Posey County, Indiana from 300 MW to
200 MW due to supply chain issues experienced in the energy industry, rising
cost of commodities and community feedback. For more information, see Note 16 to
the consolidated financial statements.

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

Significant Events



Sale of Natural Gas Businesses. On April 29, 2021, CenterPoint Energy, through
its subsidiary CERC Corp., entered into an Asset Purchase Agreement to sell its
Arkansas and Oklahoma Natural Gas businesses for $2.15 billion in cash,
including recovery of approximately $425 million in gas cost, including
storm-related incremental natural gas costs incurred in the February 2021 Winter
Storm Event, subject to certain adjustments set forth in the Asset Purchase
Agreement. The sale closed on January 10, 2022. On August 31, 2021, CenterPoint
Energy, through its subsidiary CERC Corp., completed the sale of MES to Last
Mile Energy. For further information, see Note 4 to the consolidated financial
statements.

Net Zero Emission Goals. In September 2021, CenterPoint Energy announced new net
zero emission goals for both Scope 1 and certain Scope 2 emissions by 2035 as
well as a goal to reduce certain Scope 3 emissions by 20% to 30% by 2035. For
more information regarding CenterPoint Energy's new net zero emission goals and
the risks associated with them, see "Risk Factors - Risk Factors Affecting Our
Businesses - CenterPoint Energy is subject to operational and financial
risks..." and "Management's Discussion and Analysis - Liquidity and Capital
Resources" in this Form 10-K.

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

The February 2021 Winter Storm Event resulted in financial impacts to
CenterPoint Energy, Houston Electric and CERC, including substantial increases
in prices for natural gas, decreased revenues at Houston Electric due to
ERCOT-mandated outages, additional interest expense related to external
financing to pay for natural gas working capital, significant impacts to the
REPs, including the REPs' ability to pay invoices from Houston Electric,
increases in bad debt expense, issues with counterparties and customers,
litigation and investigations or inquiries from government or regulatory
agencies and entities, and other financial impacts. CenterPoint Energy does not,
at this time, anticipate long-term financial impacts associated with the
February 2021 Winter Storm Event, including changes to its credit profile,
credit ratings or liquidity, given the regulatory mechanisms that are in place
in our jurisdictions to recover the extraordinary expenses. CenterPoint Energy
is, however,
                                       42
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continuing to work with individual regulatory agencies to reach a successful
final resolution on the recovery of the extraordinary costs. For more
information regarding regulatory impacts, debt transactions and litigation, see
Notes 7, 14 and 16 to the consolidated financial statements and "-Liquidity and
Capital Resources -Future Sources and Uses of Cash" and "-Regulatory Matters"
below.

Enable Merger Agreement. On February 16, 2021, Enable entered into the Enable
Merger Agreement. On December 2, 2021, the Enable Merger closed pursuant to the
Enable Merger Agreement. At the closing of the Enable Merger, CenterPoint Energy
transferred 100% of the Enable Common Units and Enable Series A Preferred Units
it owned in exchange for Energy Transfer Common Units and Energy Transfer Series
G Preferred Units, respectively. In December 2021, we completed sales of
approximately 75% of the acquired Energy Transfer Common Units and 50% of Energy
Transfer Series G Preferred Units for net proceeds of $1,320 million. For more
information, see Notes 4, 11 and 12 to the consolidated financial statements.

Debt Transactions. In 2021, CenterPoint Energy, Houston Electric and CERC issued
a combined $4.5 billion in new debt and repaid or redeemed a combined $2.7
billion of debt, excluding scheduled principal payments on Securitization Bonds.
Additionally, on January 31, 2022, CERC Corp. redeemed $425 million aggregate
principal amount of CERC's outstanding senior notes due 2023. For further
information about debt transactions in 2021 and to date in 2022, see Note 12 to
the consolidated financial statements.

Preferred Stock Conversions. For information regarding preferred stock conversions in 2021, see Note 19 to the consolidated financial statements.



Regulatory Proceedings. For information related to our pending and completed
regulatory proceedings in 2021 and to date in 2022, see "-Liquidity and Capital
Resources -Regulatory Matters" below.

Board of Directors Governance Structure. On July 22, 2021, CenterPoint Energy
announced the decision of the independent directors of the Board to implement a
new independent Board leadership and governance structure and appointed a new
independent chair of the Board. To implement this new governance structure, the
independent directors of the Board eliminated the Executive Chairman position.
For further information, see Note 8 to the consolidated financial statements.

                   CERTAIN FACTORS AFFECTING FUTURE EARNINGS

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

•CenterPoint Energy's business strategies and strategic initiatives,
restructurings, joint ventures and acquisitions or dispositions of assets or
businesses, including the completed sale of our Natural Gas businesses in
Arkansas and Oklahoma, which we cannot assure will have the anticipated benefits
to us, our planned sales of our remaining Energy Transfer common and preferred
equity securities, which we cannot assure will be completed or will have the
anticipated benefits to us;
•industrial, commercial and residential growth in our service territories and
changes in market demand, including the demand for our non-utility products and
services and effects of energy efficiency measures and demographic patterns;
•our ability to fund and invest planned capital and the timely recovery of our
investments, including those related to Indiana Electric's generation transition
plan as part of its most recent IRP;
•our ability to successfully construct and operate electric generating
facilities, including complying with applicable environmental standards and the
implementation of a well-balanced energy and resource mix, as appropriate;
•the development of new opportunities and the performance of projects undertaken
by Energy Systems Group, which are subject to, among other factors, the level of
success in bidding contracts and cancellation and/or reductions in the scope of
projects by customers, and obligations related to warranties, guarantees and
other contractual and legal obligations;
•the recording of impairment charges;
•timely and appropriate rate actions that allow recovery of costs and a
reasonable return on investment, including the timing and amount of the recovery
of Houston Electric's mobile generation leases;
•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, such as impacts from the February 2021
Winter Storm Event;
•the ability of REPs, including REP affiliates of NRG and Vistra Energy Corp.,
to satisfy their obligations to CenterPoint Energy and Houston Electric,
including the negative impact on such ability related to COVID-19;
                                       43
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•the COVID-19 pandemic and its effect on our operations, business and financial
condition, our industries and the communities we serve, U.S. and world financial
markets and supply chains, potential regulatory actions and changes in customer
and stakeholder behaviors relating thereto;
•volatility in the markets for oil and natural gas as a result of, among other
factors, the actions of certain crude-oil exporting countries and the
Organization of Petroleum Exporting Countries, increasing exports of LNG to
Europe and climate change concerns, including the increasing adoption and use of
alternative energy sources;
•state and federal legislative and regulatory actions or developments affecting
various aspects of our businesses, including, among others, energy deregulation
or re-regulation, pipeline integrity and safety and changes in regulation and
legislation pertaining to trade, health care, finance and actions regarding the
rates charged by our regulated businesses;
•direct or indirect effects on our facilities, resources, operations and
financial condition resulting from terrorism, cyber attacks or intrusions, data
security breaches or other attempts to disrupt our businesses or the businesses
of third parties, or other catastrophic events such as fires, ice, earthquakes,
explosions, leaks, floods, droughts, hurricanes, tornadoes and other severe
weather events, pandemic health events or other occurrences;
•tax legislation, including the effects of the CARES Act and of the TCJA (which
includes but is not limited to any potential changes to tax rates, tax credits
and/or interest deductibility), as well as any changes in tax laws under the
current administration, and uncertainties involving state commissions' and local
municipalities' regulatory requirements and determinations regarding the
treatment of EDIT and our rates;
•our ability to mitigate weather impacts through normalization or rate
mechanisms, and the effectiveness of such mechanisms;
•actions by credit rating agencies, including any potential downgrades to credit
ratings;
•matters affecting regulatory approval, legislative actions, construction,
implementation of necessary technology or other issues with respect to major
capital projects that result in delays or cancellation or in cost overruns that
cannot be recouped in rates;
•local, state and federal legislative and regulatory actions or developments
relating to the environment, including, among others, those related to global
climate change, air emissions, carbon, waste water discharges and the handling
and disposal of CCR that could impact operations, cost recovery of generation
plant costs and related assets, and CenterPoint Energy's net zero emission
goals;
•the impact of unplanned facility outages or other closures;
•the sufficiency of our insurance coverage, including availability, cost,
coverage and terms and ability to recover claims;
•the availability and prices of raw materials and services and changes in labor
for current and future construction projects and operations and maintenance
costs, including our ability to control such costs;
•the investment performance of CenterPoint Energy's pension and postretirement
benefit plans;
•changes in interest rates and their impact on costs of borrowing and the
valuation of CenterPoint Energy's pension benefit obligation;
•commercial bank and financial market conditions, our access to capital, the
cost of such capital, and the results of our financing and refinancing efforts,
including availability of funds in the debt capital markets;
•changes in rates of inflation;
•inability of various counterparties to meet their obligations to us;
•non-payment for our services due to financial distress of our customers;
•the extent and effectiveness of our risk management and hedging activities,
including, but not limited to financial and weather hedges;
•timely and appropriate regulatory actions, which include actions allowing
securitization, for any future hurricanes or other severe weather events, or
natural disasters or other recovery of costs;
•acquisition and merger activities involving us or our competitors, including
the ability to successfully complete merger, acquisition and divestiture plans;
•our ability to recruit, effectively transition and retain management and key
employees and maintain good labor relations;
•changes in technology, particularly with respect to efficient battery storage
or the emergence or growth of new, developing or alternative sources of
generation, and their adoption by consumers;
•the impact of alternate energy sources on the demand for natural gas;
•the timing and outcome of any audits, disputes and other proceedings related to
taxes;
•the effective tax rates;
•political and economic developments, including energy and environmental
policies under the Biden administration;
•the transition to a replacement for the LIBOR benchmark interest rate;
•CenterPoint Energy's ability to execute on its initiatives, targets and goals,
including its net zero emission goals and its operations and maintenance
expenditure goals;
                                       44
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•the outcome of litigation, including litigation related to the February 2021
Winter Storm Event;
•the effect of changes in and application of accounting standards and
pronouncements; and
•other factors discussed in "Risk Factors" in Item 1A of this report and in
other reports that the Registrants file from time to time with the SEC.

             CENTERPOINT ENERGY CONSOLIDATED RESULTS OF OPERATIONS

CenterPoint Energy's results of operations are affected by seasonal fluctuations
in the demand for electricity and natural gas. CenterPoint Energy's results of
operations are also affected by, among other things, the actions of various
governmental authorities having jurisdiction over rates its subsidiaries charge,
debt service costs, income tax expense, its subsidiaries ability to collect
receivables from REPs and customers and its ability to recover its regulatory
assets. For information regarding factors that may affect the future results of
our consolidated operations, please read "Risk Factors" in Item 1A of Part I of
this report.

Income (loss) available to common shareholders for the years ended December 31, 2021, 2020 and 2019 was as follows:


                                                                    Year Ended December 31,                              Favorable (Unfavorable)
                                                           2021                 2020             2019 (1)          2021 to 2020           2020 to 2019
                                                                                                (in millions)
Electric                                             $      475              $    230          $     419          $        245          $        (189)
Natural Gas                                                 403                   278                251                   125                     27
Total Utility Operations                                    878                   508                670                   370                   (162)

Corporate & Other (2)                                      (305)                 (201)              (272)                 (104)                    71
Discontinued Operations                                     818                (1,256)               276                 2,074                 (1,532)
 Total CenterPoint Energy                            $    1,391              $   (949)         $     674          $      2,340          $      (1,623)

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

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

2021 Compared to 2020



Net Income. CenterPoint Energy reported income available to common shareholders
of $1,391 million for 2021 compared to a loss available to common shareholders
of $949 million for 2020.

The increase in income available to common shareholders of $2,340 million was primarily due to the following key factors:



•an increase in earnings from discontinued operations primarily related to the
Enable Merger discussed further in Note 4 to the consolidated financial
statements and the 2020 impairment in Enable discussed further in Notes 10 and
11 to the consolidated financial statements;
•goodwill impairment at Indiana Electric in 2020;
•the dividend requirement and amortization of beneficial conversion feature
associated with Series C Preferred Stock in 2020; and
•favorable income tax impacts in 2021, partially offset by the CARES Act in
2020.

These increases were partially offset by:



•losses on the sale of Energy Transfer Common Units and Energy Transfer Series G
Preferred Units in 2021;
•make-whole premiums on debt redeemed in 2021; and
•the impact of the Board-implemented governance changes announced in July 2021.

Excluding those items, income available to common shareholders increased $191 million primarily due to the following key factors:



•rate relief, net of increases in depreciation and amortization and taxes other
than income taxes;
•reduced impact of COVID-19;
                                       45
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•continued customer growth; and
•reduced interest expense.

2020 Compared to 2019



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

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



•a decrease in earnings from discontinued operations as a result of the 2020
impairment in Enable discussed further in Note 10 and 11 to the consolidated
financial statements;
•goodwill impairment at Indiana Electric in 2020; and
•the dividend requirement and amortization of beneficial conversion feature
associated with Series C Preferred Stock in 2020

These decreases were partially offset by the CARES Act in 2020.

Excluding those items, income available to common shareholders increased $115 million primarily due to the following key factors:



•rate relief, net of increases in depreciation and amortization and taxes other
than income taxes;
•continued customer growth;
•operation and maintenance expense discipline; and
•the impact of twelve months in 2020 versus eleven months in 2019 for businesses
acquired in the Merger.

These increases were partially offset by the impact of COVID-19.



Discontinued Operations. In September 2021, CenterPoint Energy's equity
investment in Enable met the held for sale criteria. On December 2, 2021, Enable
completed the previously announced Enable Merger pursuant to the Enable Merger
Agreement entered into on February 16, 2021. CenterPoint Energy's plan to exit
its Midstream Investment reportable segment in 2022 represents a strategic shift
to CenterPoint Energy. Therefore, the assets and liabilities associated with the
equity investment in Enable are reflected as discontinued operations on
CenterPoint Energy's Statements of Consolidated Income, and the December 31,
2020 Consolidated Balance Sheet was required to be recast for assets held for
sale. For further information, see Note 4 to the consolidated financial
statements.

On February 3, 2020, CenterPoint Energy, through its subsidiary VUSI, entered
into the Securities Purchase Agreement to sell the Infrastructure Services
Disposal Group. Accordingly, the previously reported Infrastructure Services
reportable segment has been eliminated. The transaction closed on April 9, 2020.
For further information, see Note 4 to the consolidated financial statements.

Additionally, on February 24, 2020, CenterPoint Energy, through its subsidiary
CERC Corp., entered into the Equity Purchase Agreement to sell the Energy
Services Disposal Group. Accordingly, the previously reported Energy Services
reportable segment has been eliminated. The transaction closed on June 1, 2020.
For further information, see Note 4 to the consolidated financial statements.

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

CENTERPOINT ENERGY'S RESULTS OF OPERATIONS BY REPORTABLE SEGMENT

CenterPoint Energy's CODM views net income as the measure of profit or loss for
the reportable segments. Segment results include inter-segment interest income
and expense, which may result in inter-segment profit and loss.

The following discussion of results of operations by reportable segment
concentrates on CenterPoint Energy's Utility Operations, conducted through two
reportable segments, Electric and Natural Gas. CenterPoint Energy's formerly
reported Midstream Investments reportable segment results are now included in
discontinued operations. For additional information regarding the Midstream
Investments reportable segment, see Notes 4, 10, 11 and 18 to the consolidated
financial statements.

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ELECTRIC



The following table provides summary data of CenterPoint Energy's Electric
reportable segment:

                                                          Year Ended December 31,                              Favorable (Unfavorable)
                                               2021                 2020               2019 (1)           2021 to 2020         2020 to 2019
                                                             (in millions, except throughput, weather and customer data)
Revenues                                  $     3,763          $     3,470          $     3,519          $      293           $       (49)
Cost of revenues (2)                              186                  147                  149                 (39)                    2
Revenues less cost of revenues                  3,577                3,323                3,370                 254                   (47)

Expenses:


Operation and maintenance                       1,780                1,697                1,649                 (83)                  (48)
Depreciation and amortization                     756                  670                  746                 (86)                   76
Taxes other than income taxes                     268                  268                  261                   -                    (7)
Goodwill Impairment (3)                             -                  185                    -                 185                  (185)
Total expenses                                  2,804                2,820                2,656                  16                  (164)
Operating Income                                  773                  503                  714                 270                  (211)
Other Income (Expense):
Interest and other finance charges               (226)                (220)                (225)                 (6)                    5

Other income (expense), net                        23                   19                   26                   4                    (7)
Income before income taxes                        570                  302                  515                 268                  (213)
Income tax expense                                 95                   72                   96                 (23)                   24
Net income                                $       475          $       230          $       419          $      245           $      (189)
Throughput (in GWh):
Residential                                    32,067               32,630               31,605                  (2)  %                 3  %
Total                                         103,000               98,647               96,866                   4   %                 2  %
Weather (percentage of normal weather for
service area):
Cooling degree days                               108  %               109  %               109  %               (1)  %                 -  %
Heating degree days                                82  %                76  %                96  %                6   %               (20) %
Number of metered customers at end of
period:
Residential                                 2,493,832            2,433,474            2,372,135                   2   %                 3  %
Total                                       2,814,859            2,749,116            2,682,228                   2   %                 2  %



(1)Includes only February 1, 2019 through December 31, 2019 results of acquired
electric businesses due to the Merger.
(2)Includes Utility natural gas, fuel and purchased power.
(3)For information related to the 2020 goodwill impairment at the Indiana
Electric reporting unit, see Note 6 to the consolidated financial statements.


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

Favorable (Unfavorable)


                                                                       2021 

to 2020 2020 to 2019

(in millions)


                Revenues less Cost of revenues

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

                                                    $         254          $        363
Bond Companies, offset in other line items below                                52                  (124)
Customer growth                                                                 32                    37
Impacts on usage from COVID-19                                                  28                   (40)

Energy efficiency, partially offset in operation and maintenance below

                                                               12                     5

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

                     9                   (14)

Impacts from increased peak demand in the prior year, collected in rates in the current year

                                           6                    19

Miscellaneous revenues, primarily related to service connections and off-system sales

                                                 4                    11

Pass-through revenues, offset in operation and maintenance below

                                                                            2                     2
AMS, offset in depreciation and amortization below                               -                    (3)

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

                                                           -                    34

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

                                                                         (8)                  (31)

Weather, efficiency improvements and other usage impacts, excluding impact of COVID-19

                                                   (57)                  (17)
Customer rates and impact of the change in rate design                         (80)                 (289)
                                                         Total       $      

254 $ (47)


                  Operation and maintenance

Transmission costs billed by transmission providers, offset in revenues less cost of revenues above

                                 $      

(90) $ (61) All other operation and maintenance expense, including materials and supplies and insurance

                                            (8)                   14

Pass through expenses, offset in revenues less cost of revenues above

                                                                  (3)                   (2)
Bond Companies, offset in other line items                                      (1)                    1
Energy efficiency program costs                                                 (1)                    -
Contract services                                                                -                    12
Twelve months in 2020 versus eleven months in 2019 for Indiana
Electric due to Merger                                                           -                   (17)

Support services                                                                 1                   (13)
Labor and benefits                                                               9                    (2)
Merger related expenses, primarily severance and technology                     10                    20
                                                         Total       $      

(83) $ (48)


                Depreciation and amortization
Bond Companies, offset in other line items                           $         (58)         $        116
Ongoing additions to plant-in-service                                          (28)                  (31)
AMS, offset by revenues less cost of revenues above                              -                    (1)

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

                                                           -                    (8)
                                                         Total       $      

(86) $ 76


                Taxes other than income taxes
Incremental capital projects placed in service                       $      

(2) $ (4) Twelve months in 2020 versus eleven months in 2019 for Indiana Electric

                                                                         -                    (1)
Franchise fees and other taxes                                                   2                    (2)
                                                         Total       $      

- $ (7)

Goodwill impairment
See Note 6 for further information                                   $      

185 $ (185)


                                                         Total       $      

185 $ (185)

Interest expense and other finance charges Debt to fund incremental capital projects, and refinance maturing debt

                                                        $      

(13) $ (5) Twelve months in 2020 versus eleven months in 2019 for Indiana Electric due to Merger

                                                           -                    (2)
Bond Companies, offset in other line items above                                 7                    12
                                                         Total       $      

(6) $ 5


                 Other income (expense), net
Reduction to non-service benefit cost                                $           5          $         17
Bond Companies, offset in other line items above                                 -                    (4)
Investments in CenterPoint Energy Money Pool interest income                    (1)                  (20)
                                                         Total       $           4          $         (7)



                                       48

--------------------------------------------------------------------------------

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

NATURAL GAS



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

                                                         Year Ended December 31,                              Favorable (Unfavorable)
                                             2021                  2020               2019 (1)           2021 to 2020         2020 to 2019
                                                            (in millions, except throughput, weather and customer data)
Revenues                                $      4,336          $     3,631          $     3,750          $      705           $      (119)
Cost of revenues (2)                           1,959                1,358                1,652                (601)                  294
Revenues less Cost of revenues                 2,377                2,273                2,098                 104                   175

Expenses:


Operation and maintenance                      1,004                1,013                1,051                   9                    38
Depreciation and amortization                    502                  473                  439                 (29)                  (34)
Taxes other than income taxes                    253                  237                  206                 (16)                  (31)
Total expenses                                 1,759                1,723                1,696                 (36)                  (27)
Operating Income                                 618                  550                  402                  68                   148
Other Income (Expense)
Gain on sale                                       8                    -                    -                   8                     -
Interest expense and other finance
charges                                         (141)                (153)                (144)                 12                    (9)

Other income (expense), net                       (2)                   6                   (5)                 (8)                   11
Income from Continuing Operations
Before Income Taxes                              483                  403                  253                  80                   150
Income tax expense                                80                  125                    2                  45                  (123)
Net Income                              $        403          $       278          $       251          $      125           $        27
Throughput (in Bcf):
Residential                                      241                  237                  246                   2   %                (4) %
Commercial and industrial                        428                  439                  458                  (3)  %                (4) %
Total Throughput                                 669                  676                  704                  (1)  %                (4) %
Weather (percentage of 10-year average
for service area):
Heating degree days                               91  %                91  %               101  %                -   %               (10) %
Number of customers at end of period:
Residential                                4,372,428            4,328,607            4,252,361                   1   %                 2  %
Commercial and industrial                    354,602              349,725              349,749                   1   %                 -  %
Total                                      4,727,030            4,678,332            4,602,110                   1   %                 2  %


(1)Includes only February 1, 2019 through December 31, 2019 results of acquired
natural gas businesses due to the Merger.
(2)Includes Utility natural gas, fuel and purchased power and Non-utility cost
of revenues, including natural gas.
                                       49
--------------------------------------------------------------------------------

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

Favorable (Unfavorable)


                                                                     2021 to 2020           2020 to 2019
                                                                            

(in millions)


               Revenues less Cost of revenues

Customer rates and impact of the change in rate design, exclusive of the TCJA impact below

                                 $        

65 $ 108 Impacts of COVID-19, including usage and other miscellaneous charges

                                                                       16                    (25)
Customer growth                                                               13                     20

Gross receipts tax, offset in taxes other than income taxes below

                                                                         13                     (6)
Weather and usage, excluding impacts from COVID-19                            12                      4

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

                                                 -                     65

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

                                                                  -                     15
Energy efficiency, offset in operation and maintenance below                  (7)                    (1)
Refund of protected and unprotected EDIT, offset in income
tax expense                                                                   (8)                    (5)
                                                       Total       $         104          $         175
                 Operation and maintenance
Support services and miscellaneous operations and
maintenance expenses                                               $          16          $          (8)
Merger related expenses, primarily severance and technology                    8                     40

Energy efficiency, offset in revenues less cost of revenues above

                                                                          7                      1

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

                                                 -                    (14)
Contract services                                                             (3)                    20
Labor and benefits, primarily due to headcount                               (19)                    (1)
                                                       Total       $        

9 $ 38


               Depreciation and amortization
Incremental capital projects placed in service                     $        

(29) $ (23) Twelve months in 2020 versus eleven months in 2019 in Indiana and Ohio jurisdictions

                                                 -                    (11)
                                                       Total       $        

(29) $ (34)


               Taxes other than income taxes

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

                                                              $         (13)         $           6
Incremental capital projects placed in service                                (3)                   (31)

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

                                                 -                     (6)
                                                       Total       $        

(16) $ (31)


                        Gain on Sale
Net gain on sale of MES                                            $           8          $           -
                                                       Total       $           8          $           -

Interest expense and other finance charges Reduced interest rates on outstanding borrowings, partially offset by incremental borrowings for capital expenditures and make-whole premium

                    $          12          $          (9)

                                                       Total       $          12          $          (9)
                Other income (expense), net

Other miscellaneous non-operating expenses, primarily due to non-service benefit cost

                                           $         (10)         $           9
Money pool investments with CenterPoint Energy interest
income                                                                         2                      2
                                                       Total                  (8)                    11


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


                                       50
--------------------------------------------------------------------------------

              HOUSTON ELECTRIC CONSOLIDATED RESULTS OF OPERATIONS

Houston Electric's CODM views net income as the measure of profit or loss for
its reportable segment. Houston Electric consists of a single reportable
segment. Houston Electric's results of operations are affected by seasonal
fluctuations in the demand for electricity. Houston Electric's results of
operations are also affected by, among other things, the actions of various
governmental authorities having jurisdiction over rates Houston Electric
charges, debt service costs, income tax expense, Houston Electric's ability to
collect receivables from REPs and Houston Electric's ability to recover its
regulatory assets. For information regarding factors that may affect the future
results of Houston Electric's consolidated operations, please read "Risk
Factors" in Item 1A of Part I of this report.

                                                           Year Ended December 31,                              Favorable (Unfavorable)
                                                2021                 2020                 2019             2021 to 2020         2020 to 2019
                                                              (in millions, except throughput, weather and customer data)
Revenues:
TDU                                        $     2,894          $     2,723          $     2,678          $      171           $       45
Bond Companies                                     240                  188                  312                  52                 (124)
Total revenues                                   3,134                2,911                2,990                 223                  (79)
Expenses:
Operation and maintenance, excluding Bond
Companies                                        1,591                1,517                1,470                 (74)                 (47)
Depreciation and amortization, excluding
Bond Companies                                     429                  405                  377                 (24)                 (28)
Taxes other than income taxes                      251                  252                  247                   1                   (5)
Bond Companies                                     219                  161                  278                 (58)                 117
Total                                            2,490                2,335                2,372                (155)                  37
Operating Income                                   644                  576                  618                  68                  (42)
Interest expense and other finance charges        (183)                (171)                (164)                (12)                  (7)
Interest expense on Securitization Bonds           (21)                 (28)                 (39)                  7                   11
Other income, net                                   17                   10                   21                   7                  (11)
Income before income taxes                         457                  387                  436                  70                  (49)
Income tax expense                                  76                   53                   80                 (23)                  27
Net income                                 $       381          $       334          $       356          $       47           $      (22)
Throughput (in GWh):
Residential                                     30,650               31,244               30,334                  (2)  %                3   %
Total                                           96,898               93,768               92,180                   3   %                2   %
Weather (percentage of 10-year average for
service area):
Cooling degree days                                109  %               110  %               106  %               (1)  %                4   %
Heating degree days                                 80  %                72  %                96  %                8   %              (24)  %
Number of metered customers at end of
period:
Residential                                  2,359,168            2,303,315            2,243,188                   2   %                3   %
Total                                        2,660,938            2,599,827            2,534,286                   2   %                3   %



                                       51

--------------------------------------------------------------------------------

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

Favorable (Unfavorable)


                                                                       2021 to 2020           2020 to 2019
                                                                            

(in millions)


                           Revenues

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

                                               $         254          $         364
Bond Companies, offset in other line items below                                52                   (124)
Customer growth                                                                 31                     35
Impacts on usage from COVID-19                                                  19                    (31)

Energy efficiency, partially offset in operation and maintenance below

                                                               12                      5

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

                     9                    (14)

Impacts from increased peak demand in the prior year, collected in rates in the current year

                                           6                     19
AMS, offset in depreciation and amortization below                               -                     (3)
Miscellaneous revenues                                                          (1)                     7

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

                                                                         (8)                   (32)
Weather impacts and other usage                                                (51)                    (7)
Customer rates and impact of the change in rate design                        (100)                  (298)
                                                         Total       $      

223 $ (79)

Operation and maintenance, excluding Bond Companies Transmission costs billed by transmission providers, offset in revenues above

                                                       $         (90)         $         (61)
Contract services                                                               (3)                     6

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

                                            (2)                    14
Energy efficiency program costs, offset in revenues above                       (1)                     -
Support services                                                                 2                     (6)
Merger related expenses, primarily severance and technology                      9                      2
Labor and benefits                                                              11                     (2)

                                                         Total       $         (74)         $         (47)

Depreciation and amortization, excluding Bond Companies Ongoing additions to plant-in-service

                                $         (24)         $         (31)
AMS, offset by revenues                                                          -                      3

                                                         Total       $         (24)         $         (28)
                Taxes other than income taxes
Franchise fees and other taxes                                       $           4          $          (1)
Incremental capital projects placed in service                                  (3)                    (4)
                                                         Total       $      

1 $ (5)


                    Bond Companies expense

Operations and maintenance and depreciation expense, offset by revenues above

                                                       $      

(58) $ 117


                                                         Total       $      

(58) $ 117


          Interest expense and other finance charges
Debt to fund incremental capital projects, and refinance
maturing debt                                                        $         (12)         $          (7)

                                                         Total       $         (12)         $          (7)
           Interest expense on Securitization Bonds

Lower outstanding principal balance, offset by revenues above $

7 $ 11


                                                         Total       $      

7 $ 11


                 Other income (expense), net
Reduction to non-service benefit cost                                $           8          $          13
Bond Companies, offset by revenues above                                         -                     (4)
Investments in CenterPoint Energy Money Pool interest income                    (1)                   (20)
                                                         Total       $           7          $         (11)


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


                                       52
--------------------------------------------------------------------------------

                    CERC CONSOLIDATED RESULTS OF OPERATIONS

CERC's CODM views net income as the measure of profit or loss for its reportable
segment. CERC consists of a single reportable segment. CERC's results of
operations are affected by seasonal fluctuations in the demand for natural gas.
CERC's results of operations are also affected by, among other things, the
actions of various federal, state and local governmental authorities having
jurisdiction over rates CERC charges, debt service costs and income tax expense,
CERC's ability to collect receivables from customers and CERC's ability to
recover its regulatory assets. For information regarding factors that may affect
the future results of CERC's consolidated operations, please read "Risk Factors"
in Item 1A of Part I of this report.

                                                           Year Ended December 31,                              Favorable (Unfavorable)
                                               2021                  2020                 2019             2021 to 2020         2020 to 2019
                                                              (in millions, except throughput, weather and customer data)
Revenues                                  $      3,248          $     2,763          $     3,018          $      485           $      (255)
Cost of Revenues (1)                             1,532                1,117                1,430                (415)                  313
 Revenues less Cost of Revenues                  1,716                1,646                1,588                  70                    58
Expenses:
Operation and maintenance                          790                  798                  824                   8                    26
Depreciation and amortization                      326                  304                  293                 (22)                  (11)
Taxes other than income taxes                      193                  182                  161                 (11)                  (21)
Total expenses                                   1,309                1,284                1,278                 (25)                   (6)
Operating Income                                   407                  362                  310                  45                    52
Other Income (Expense)
Gain on sale                                        11                    -                    -                  11                     -
Interest expense and other finance
charges                                           (103)                (111)                (116)                  8                     5

Other income (expense), net                        (10)                  (7)                  (8)                 (3)                    1
Income from Continuing Operations Before
Income Taxes                                       305                  244                  186                  61                    58
Income tax expense (benefit)                        51                   97                   (3)                 46                  (100)
Income From Continuing Operations                  254                  147                  189                 107                   (42)
Income (Loss) from Discontinued
Operations (net of tax expense (benefit)
of $-, $(2), and $17, respectively)                  -                  (66)                  23                  66                   (89)
Net Income                                $        254          $        81          $       212          $      173           $      (131)
Throughput (in BCF):
Residential                                        173                  167                  188                   4   %               (11) %
Commercial and industrial                          264                  260                  292                   2   %               (11) %
Total Throughput                                   437                  427                  480                   2   %               (11) %
Weather (percentage of 10-year average
for service area):
Heating degree days                                 92  %                91  %               101  %                1   %               (10) %
Number of customers at end of period:
Residential                                  3,383,819            3,349,828            3,287,343                   1   %                 2  %
Commercial and industrial                      264,843              260,400              260,872                   2   %                 -  %
Total                                        3,648,662            3,610,228            3,548,215                   1   %                 2  %

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




Discontinued Operations. On February 24, 2020, CenterPoint Energy, through its
subsidiary CERC Corp., entered into the Equity Purchase Agreement to sell the
Energy Services Disposal Group. Accordingly, the previously reported Energy
Services reportable segment has been eliminated. The transaction closed on June
1, 2020. For further information, see Note 4 to the consolidated financial
statements.
                                       53
--------------------------------------------------------------------------------

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

Favorable (Unfavorable)


                                                                     2021 to 2020           2020 to 2019
                                                                            

(in millions)


               Revenues less Cost of revenues

Customer rates and impact of the change in rate design, exclusive of the TCJA impact below

                                 $          31          $          62
Impacts on usage from COVID-19                                                16                    (22)

Gross receipts tax, offset in taxes other than income taxes below

                                                                         13                     (4)
Customer growth                                                                9                     14
Weather and usage, excluding impacts from COVID-19                             8                      2
Energy efficiency, offset in operation and maintenance below                   1                     (8)

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

                                                                 (1)                    18
Refund of protected and unprotected EDIT, offset in income
tax expense                                                                   (7)                    (4)
                                                       Total       $          70          $          58
                 Operation and maintenance

Merger related expenses, primarily severance and technology $

    8          $           -
Support services and miscellaneous operations and
maintenance expenses                                                           8                     (2)
Contracted services                                                            1                     24

Energy efficiency, offset in revenues less cost of revenues above

                                                                         (1)                     8

Labor and benefits, primarily due to headcount                                (8)                    (4)
                                                       Total       $        

8 $ 26


               Depreciation and amortization
Incremental capital projects placed in service                     $        

(22) $ (11)


                                                       Total       $        

(22) $ (11)


               Taxes other than income taxes

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

                                                              $         (13)         $           4
Incremental capital projects placed in service                                 2                    (25)
                                                       Total       $        

(11) $ (21)


                        Gain on Sale
Net gain on sale of MES                                            $          11          $           -
                                                       Total       $          11          $           -

Interest expense and other finance charges Reduced interest rates on outstanding borrowings, partially offset by incremental borrowings for capital expenditures and make-whole premium

                    $           8          $           5
                                                       Total       $           8          $           5
                Other income (expense), net

Other miscellaneous non-operating expenses, primarily due to non-service benefit cost

                                           $          (4)         $           6
Money pool investments with CenterPoint Energy interest
income                                                                         1                     (5)
                                                       Total       $          (3)         $           1


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


                                       54
--------------------------------------------------------------------------------



                        LIQUIDITY AND CAPITAL RESOURCES

Historical Cash Flows

The net cash provided by (used in) operating, investing and financing activities for 2021, 2020 and 2019 is as follows:



                                                                                                          Year Ended December 31,
                                                        2021                                                            2020                                                       2019
                                                            Houston                               CenterPoint             Houston                            CenterPoint             Houston
                              CenterPoint Energy            Electric             CERC                Energy               Electric            CERC              Energy               Electric            CERC
                                                                                                               (in millions)
Cash provided by (used in):
Operating activities        $                22          $       770          $ (1,440)         $       1,995          $       899          $ 729          $       1,638          $       918          $ 466
Investing activities                     (1,851)              (1,617)             (859)                (1,265)                (564)          (452)                (8,421)              (1,495)          (662)
Financing activities                      1,916                  926             2,306                   (834)                (416)          (278)                 2,776                  442            173


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



                                                                                         Year Ended December 31,
                                                          2021 compared to 2020                                          2020 compared to 2019
                                            CenterPoint             Houston                                                            Houston
                                               Energy               Electric            CERC             CenterPoint Energy            Electric           CERC
                                                                                              (in millions)
Changes in net income after adjusting for
non-cash items                            $       2,098          $      203          $     88          $            (1,785)         $     (128)         $   9
Changes in working capital                         (155)               (101)             (274)                         811                  61     

355


Increase in regulatory assets (1)                (2,188)               (226)           (1,927)                         (85)                 37     

(128)


Change in equity in earnings of
unconsolidated affiliates                        (1,767)                  -                 -                        1,658                   -          

-


Change in distributions from
unconsolidated affiliates (2) (3)                    42                   -                 -                         (148)                  -              -

Higher pension contribution                          25                   -                 -                           23                   -              -
Other                                               (28)                 (5)              (56)                        (117)                 11             27
                                          $      (1,973)         $     (129)         $ (2,169)         $               357          $      (19)         $ 263



(1)The increase in regulatory assets is primarily due to the incurred natural
gas costs associated with the February 2021 Winter Storm Event. See Note 7 to
the consolidated financial statements for more information on the February 2021
Winter Storm Event.
(2)In September 2021, CenterPoint Energy's equity investment in Enable met the
held for sale criteria and is reflected as discontinued operations on
CenterPoint Energy's Statements of Consolidated Income. For further information,
see Notes 4 and 11 to the consolidated financial statements.
(3)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.
                                       55
--------------------------------------------------------------------------------

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



                                                                                        Year Ended December 31,
                                                          2021 compared to 2020                                       2020 compared to 2019
                                             CenterPoint            Houston                                                        Houston
                                                Energy              Electric           CERC           CenterPoint Energy           Electric           CERC
                                                                                             (in millions)
Proceeds from the sale of equity
securities                                 $       1,320          $       -          $    -          $            -             $        -          $   -

Acquisitions, net of cash acquired                     -                  -               -                   5,991                      -              -
Net change in capital expenditures                  (568)              (561)            (80)                    (90)                   (33)        

(39)



Transaction costs related to the Enable
Merger                                               (49)                 -               -                       -                      -              -
Cash received related to Enable Merger                 5                  -               -                       -                      -              -
Net change in notes receivable from
unconsolidated affiliates                              -               (481)              9                       -                    962         

(123)


Change in distributions from Enable in
excess of cumulative earnings (1)                    (80)                 -               -                      38                      -              -
Proceeds from divestitures                        (1,193)                 -            (343)                  1,215                      -            365

Other                                                (21)               (11)              7                       2                      2              7
                                           $        (586)         $  (1,053)         $ (407)         $        7,156             $      931          $ 210



(1)In September 2021, CenterPoint Energy's equity investment in Enable met the
held for sale criteria and is reflected as discontinued operations on
CenterPoint Energy's Statements of Consolidated Income. For further information,
see Notes 4 and 11 to the consolidated financial statements.

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



                                                                                        Year Ended December 31,
                                                         2021 compared to 2020                                         2020 compared to 2019
                                           CenterPoint             Houston                                                          Houston
                                              Energy               Electric            CERC           CenterPoint Energy            Electric           CERC
                                                                                             (in millions)
Net changes in commercial paper
outstanding                              $       1,893          $        -          $   582          $           (2,652)         $        -          $ 

(197)


Proceeds from issuances of preferred
stock, net                                        (723)                  -                -                         723                   -             

-


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

-


Net changes in long-term debt
outstanding, excluding commercial paper          2,450                 415            1,481                      (2,539)               (170)            

(93)



Net changes in debt and equity issuance
costs                                              (30)                 (9)              (6)                         12                   5             

(4)


Net changes in short-term borrowings               (27)                  -              (27)                          -                   -             

-



Decreased payment of Common Stock
dividends                                            7                   -                -                         185                   -             

-


Decreased (increased) payment of
Preferred Stock dividends                           30                   -                -                         (19)                  -             

-


Payment of obligation for finance lease           (179)               (179)               -                           -                   -             

-


Net change in notes payable from
affiliated companies                                 -                 496              224                           -                   9               -
Contribution from parent                             -                  68              (37)                          -                (528)             88
Dividend to parent                                   -                 551               80                           -                (175)             40
Capital contribution to parent
associated with the sale of CES                      -                   -              286                           -                   -            (286)
Other                                                1                   -                1                           8                   1               1
                                         $       2,750          $    1,342          $ 2,584          $           (3,610)         $     (858)         $ (451)



                                       56

--------------------------------------------------------------------------------

Future Sources and Uses of Cash



The Registrants expect that anticipated 2022 cash needs will be met with
borrowings under their credit facilities, proceeds from the issuance of
long-term debt, term loans or common stock, anticipated cash flows from
operations, with respect to CenterPoint Energy and CERC, proceeds from
commercial paper, and with respect to CenterPoint Energy, distributions from
Energy Transfer or proceeds from future dispositions of Energy Transfer Common
Units or Energy Transfer Series G Preferred Units, and, with respect to CERC,
proceeds from any potential asset sales. Discretionary financing or refinancing
may result in the issuance of equity securities of CenterPoint Energy or debt
securities of the Registrants in the capital markets or the arrangement of
additional credit facilities or term bank loans. Issuances of equity or debt in
the capital markets, funds raised in the commercial paper markets and additional
credit facilities may not, however, be available on acceptable terms.

Material Current and Long-term Cash Requirements. The liquidity and capital
requirements of the Registrants are affected primarily by results of operations,
capital expenditures, debt service requirements, tax payments, working capital
needs and various regulatory actions. Capital expenditures are expected to be
used for investment in infrastructure for electric and natural gas distribution
operations. These capital expenditures are anticipated to maintain reliability
and safety, increase resiliency and expand our systems through value-added
projects. In addition to dividend payments on CenterPoint Energy's Series A
Preferred Stock and Common Stock, and in addition to interest payments on debt,
the Registrants' principal anticipated cash requirements for 2022 include the
following:

                                                                  CenterPoint            Houston
                                                                     Energy              Electric            CERC
                                                                                   (in millions)
Estimated capital expenditures                                  $       

3,490 $ 1,780 $ 1,233



Scheduled principal payments on Securitization Bonds                      220                220                -

Maturing Houston Electric general mortgage bonds                          300                300                -
Finance lease for mobile generation                                       496                496                -



The following table sets forth the Registrants' estimates of the Registrants'
capital expenditures currently planned for projects for 2022 through 2026. See
Note 18 to the consolidated financial statements for CenterPoint Energy's actual
capital expenditures by reportable segment for 2021.

                                               2022         2023         2024         2025         2026
CenterPoint Energy                                                   (in millions)

Electric                                     $ 2,052      $ 2,879      $ 2,281      $ 1,724      $ 2,683
Natural Gas                                    1,427        1,804        1,439        1,490        1,887
Corporate and Other                               11           31           18           14           14

Total                                        $ 3,490      $ 4,714      $ 3,738      $ 3,228      $ 4,584
Houston Electric (1)                         $ 1,780      $ 2,172      $ 1,479      $ 1,429      $ 2,205

CERC (1)                                     $ 1,233      $ 1,725      $ 1,360      $ 1,422      $ 1,807

(1)Houston Electric and CERC each consist of a single reportable segment..



Capital Expenditures for Climate-Related Projects. On September 23, 2021,
CenterPoint Energy announced a new 10-year capital expenditure plan. As part of
its 10-year plan to spend over $40 billion on capital expenditures, CenterPoint
Energy anticipates spending over $3 billion in clean energy investments and
enablement, which may be used to support, among other things, renewable energy
generation and electric vehicle expansion.
                                       57
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The following table summarizes the Registrants' material current and long-term cash requirements as of December 31, 2021.



                                                                                                                               2027 and
                                                    Total             2022            2023-2024           2025-2026           thereafter
                                                                                       (in millions)
CenterPoint Energy
Securitization Bonds                             $    537          $   220          $      317          $        -          $          -
Other long-term debt (1)                           15,549              308               6,082                 911                 8,248
Interest payments - Securitization Bonds
(2)                                                    27               15                  12                   -                     -
Interest payments - other long-term debt
(2)                                                 6,386              445                 834                 761                 4,346
Short-term borrowings                                   7                7                   -                   -                     -

Finance lease for mobile generation                   496              496                   -                   -                     -
Commodity and other commitments (3)                 4,939              626               1,500                 631                 2,182

Total cash requirements                          $ 27,941          $ 2,117          $    8,745          $    2,303          $     14,776

Houston Electric
Securitization Bonds                             $    537          $   220          $      317          $        -          $          -
Other long-term debt (1)                            4,958              300                 200                 300                 4,158
Interest payments - Securitization Bonds
(2)                                                    27               15                  12                   -                     -
Interest payments - other long-term debt
(2)                                                 3,615              188                 351                 340                 2,736
Finance lease for mobile generation                   496              496                   -                   -                     -

Total cash requirements                          $  9,633          $ 1,219          $      880          $      640          $      6,894

CERC
Long-term debt                                   $  4,380          $     - 

$ 2,599 $ - $ 1,781 Interest payments - long-term debt (1)

              1,250               91                 160                 153                   846
Short-term borrowings                                   7                7                   -                   -                     -

Commodity and other commitments (3)                 2,486              322                 500                 382                 1,282
Total cash requirements                          $  8,123          $   420          $    3,259          $      535          $      3,909



(1)ZENS obligations are included in the 2027 and thereafter column at their
contingent principal amount of $38 million as of December 31, 2021. These
obligations are exchangeable for cash at any time at the option of the holders
for 95% of the current value of the reference shares attributable to each ZENS
($820 million as of December 31, 2021), as discussed in Note 12 to the
consolidated financial statements.
(2)The Registrants calculated estimated interest payments for long-term debt as
follows: for fixed-rate debt and term debt, the Registrants calculated interest
based on the applicable rates and payment dates; for variable-rate debt and/or
non-term debt, the Registrants used interest rates in place as of December 31,
2021. The Registrants typically expect to settle such interest payments with
cash flows from operations and short-term borrowings.
(3)For a discussion of commodity and other commitments, see Note 16(a) to the
consolidated financial statements.

The table above does not include the following:



•estimated future payments for expected future AROs primarily estimated to be
incurred after 2026. See Note 3(c) to the consolidated financial statements for
further information.
•expected contributions to pension plans and other postretirement plans in 2022.
See Note 8(g) to the consolidated financial statements for further information.
•operating leases. See Note 21 to the consolidated financial statements for
further information.

                                       58
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February 2021 Winter Storm Event. In February 2021, portions of the United
States experienced an extreme and unprecedented winter weather event resulting
in corresponding electricity generation shortages, including in Texas, and
natural gas shortages and increased prices of natural gas in the United States.
Although CenterPoint Energy's and CERC's extraordinary costs from the increase
in natural gas prices are subject to available natural gas cost recovery
mechanisms in their jurisdictions (although timing of recovery is uncertain),
until such amounts are ultimately recovered from customers, CenterPoint Energy
and CERC will continue to incur increased finance-related costs, resulting in a
significant use of cash. See "- Regulatory Matters - February 2021 Winter Storm
Event" below and Note 7 to the consolidated financial statements.

Off-Balance Sheet Arrangements. Other than Houston Electric's general mortgage
bonds issued as collateral for tax-exempt long-term debt of CenterPoint Energy
(see Note 14 to the consolidated financial statements) and short-term leases,
the Registrants have no off-balance sheet arrangements.

Regulatory Matters

COVID-19 Regulatory Matters

For information about COVID-19 regulatory matters, see Note 7 to the consolidated financial statements.

February 2021 Winter Storm Event



For information about the February 2021 Winter Storm Event, see Note 7 to the
consolidated financial statements, and for additional information on the Texas
electric market, see "Risk Factors - Risk Factors Affecting Electric Generation,
Transmission and Distribution Business - In connection with the February..."

The table below presents the incremental natural gas costs included in
regulatory assets as of December 31, 2021 by state as a result of the February
2021 Winter Storm Event and CenterPoint Energy's and CERC's requested recovery
status as of February 2022.
                                                                                                                       Incremental Gas
                                                                                                                           Cost in
                                                                                                                         Regulatory
                                                                                                                         Assets (in
         State                             Recovery Status                          Legislative Activity                  millions)
 Arkansas and Oklahoma         On January 10, 2022, CERC Corp.,                                                        $        398
                               completed the sale of its Arkansas and
                               Oklahoma Natural Gas businesses For
                               additional information, see Note 4 to
                               the consolidated financial statements.
       Louisiana               Filed application on April 16, 2021 for       None.                                                  67
                               North Louisiana to recover over a
                               three-year period beginning May 1,
                               2021. LPSC approved on April 22, 2021.
       Minnesota               Filed application on March 15, 2021           None.                                                 379
                               requesting to recover over a two-year
                               period beginning May 1, 2021. Modified
                               request and worked with other utilities
                               to propose common definition of
                               extraordinary gas costs to be recovered
                               over a 27-month period starting
                               September 1, 2021 using volumetric,
                               seasonally adjusted, and stepped
                               surcharge rates. MPUC issued order
                               approving modified cost recovery
                               subject to a prudence review. The
                               prudence review schedule has
                               testimonies being filed by parties
                               October 2021 through February 2022, a
                               hearing scheduled in February 2022, an
                               administrative law judge report in May
                               2022 and MPUC final order issued by
                               August 2022. On December 30, 2021, as
                               part of CERC's alternative request
                               filed in tandem with its general rate
                               case initial filing, the MPUC ordered
                               the amortization period for
                               extraordinary gas cost recovery be
                               extended from a 27-month period to a
                               63-month period beginning on January 1,
                               2022.
      Mississippi              Recovery began in September 2021              None.                                                   2
                               through normal gas cost recovery.


                                       59

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                                                                                                               Incremental Gas
                                                                                                                   Cost in
                                                                                                                 Regulatory
                                                                                                                 Assets (in
       State                           Recovery Status                         Legislative Activity               millions)
       Texas               Securitization application was filed on        A securitization bill has been              1,073
                           July 30, 2021. Intervenor and staff            

signed by the Texas governor


                           testimony was received in September and        

which authorizes the Railroad


                           October and CERC filed rebuttal                

Commission to use


                           testimony on October 25, 2021. A joint         

securitization financing and


                           notice of settlement was filed by the          

issuance of customer rate

Texas utilities that are requesting            

relief bonds for recovery of


                           securitization, intervenors, and               

extraordinary gas costs.


                           Railroad Commission staff on October 29,
                           2021. The settlement resolves all
                           contested issues and includes an
                           agreement by all signatories that the
                           costs incurred by the utilities to
                           purchase natural gas volumes during
                           February 2021 are reasonable and
                           necessary and were prudently incurred.
                           As part of the settlement, CERC agreed
                           to limit the interim carrying cost rate
                           to its actual interim financing rate of
                           0.7%. A merits hearing was held on
                           November 2, 2021. On November 10, 2021,
                           the RRC approved the settlement and the
                           regulatory asset amount to be
                           securitized. On February 8, 2022, the
                           RRC issued a financing order. The Texas
                           Public Finance Authority will have
                           approximately 180 days to issue customer
                           rate relief bonds to recover natural gas
                           costs from the February 2021 Winter
                           Storm Event.
                                                                                              Total CERC       $      1,919
   Indiana North           IURC issued order August 25, 2021.             None.                                             63
                           Recovery began September 2021 with 50%
                           of the February 2021 variance recovered
                           evenly over the 12­month period
                           September 2021 to August 2022, with the
                           remainder of the variance recovered
                           through a volumetric per­therm
                           allocation over the same 12-month
                           period.
   Indiana South           IURC issued order July 28, 2021.              

None.                                             11
                           Recovery began August 2021 with 50% of
                           the February 2021 variance recovered
                           evenly over the 12­month period August
                           2021 to July 2022, with the remainder of
                           the variance recovered through a
                           volumetric per­therm allocation over the
                           same 12-month period.
                                                                                Total CenterPoint Energy       $      1,993

Indiana Electric CPCN (CenterPoint Energy)



On February 9, 2021, Indiana Electric entered into a BTA with a subsidiary of
Capital Dynamics. Under the agreement, Capital Dynamics, with its partner
Tenaska, contracted to build a 300 MW solar array in Posey County, Indiana
through a special purpose entity, Posey Solar. Upon completion of construction,
which is projected to be at the end of 2023. Indiana Electric will acquire Posey
Solar and its solar array assets for a fixed purchase price. On February 23,
2021, Indiana Electric filed a CPCN with the IURC seeking approval to purchase
the project. Indiana Electric also sought approval for a 100 MW solar PPA with
Clenera LLC in Warrick County, Indiana. The request accounted for increased cost
of debt related to this PPA, which provides equivalent equity return to offset
imputed debt during the 25 year life of the PPA. A hearing was conducted on June
21, 2021. On October 27, 2021, the IURC issued an order approving the CPCN,
authorizing Indiana Electric to purchase the Posey solar project through a BTA
and approved recovery of costs via a levelized rate over the anticipated 35-year
life. The IURC also approved the Warrick County solar PPA but denied the request
to preemptively offset imputed debt in the PPA cost. The Posey solar project is
expected to be in service by 2023. Due to rising cost for the project, caused in
part by supply chain issues in the energy industry and the rising costs of
commodities, we, along with Capital Dynamics, recently announced plans to
downsize the project to approximately 200 MW. Indiana Electric collaboratively
agreed to the scope change and is currently working through contract
negotiations, contingent on further IURC review and approval.

On June 17, 2021 Indiana Electric filed a CPCN with the IURC seeking approval to
construct two natural gas combustion turbines to replace portions of its
existing coal-fired generation fleet. Indiana Electric has also requested
depreciation expense and post in-service carrying costs to be deferred in a
regulatory asset until the date Indiana South's base rates include a return on
and recovery of depreciation expense on the facility. A hearing was conducted on
January 26 through 28, 2022. The estimated $334 million turbine facility would
be constructed at the current site of the A.B. Brown power plant in Posey
County, Indiana and would provide a combined output of 460 MW. Construction of
the turbines will begin following receipt of necessary regulatory approvals by
the IURC and FERC, which are anticipated in the second half of 2022 and first
quarter 2023, respectively. The turbines are targeted to be operational in first
quarter of 2025. Subject to IURC approval, recovery of the
                                       60
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proposed natural gas combustion turbines and regulatory asset will be requested in the next Indiana Electric rate case expected in 2023.



On August 25, 2021, Indiana Electric filed with the IURC seeking approval to
purchase 185 MW of solar power, under a 15-year PPA, from Oriden LLC, which is
developing a solar project in Vermillion County, Indiana, and 150 MW of solar
power, under a 20-year PPA, from Origis Energy USA Inc., which is developing a
solar project in Knox County, Indiana. Subject to necessary approvals, both
solar arrays are expected to be in service by 2023.

Indiana Electric Securitization of Planned Generation Retirements (CenterPoint Energy)



The State of Indiana has enacted legislation, Senate Bill 386, that would enable
CenterPoint Energy to request approval from the IURC to securitize the remaining
book value and removal costs associated with generating facilities to be retired
in the next twenty-four months. The Governor of Indiana signed the legislation
on April 19, 2021. CenterPoint Energy intends to seek securitization in the
future associated with planned retirements of coal generation facilities in
2022.

Subsidiary Restructuring



In July 2021, Indiana North and SIGECO filed petitions with the IURC for the
approval of a new financial services agreement and the confirmation of Indiana
North's financing authority, and final orders were issued by the IURC on
December 28, 2021. VEDO filed a similar application with the PUCO in September
2021 and the PUCO issued an order on January 26, 2022 adopting recommendations
by PUCO staff. CenterPoint Energy is evaluating the transfer of Indiana North
and VEDO from VUHI to CERC in order to better align its organizational structure
with management and financial reporting. Both the IURC and PUCO have approved
the transaction. As a part of the restructuring, VUHI may approach certain of
its debt holders with an offer to exchange existing VUHI debt for CERC debt. The
orders allow the reissuance of existing debt of Indiana North and VEDO to CERC,
to continue to amortize existing issuance expenses and discounts, and to treat
any potential exchange fees as discounts to be amortized over the life of the
debt. If CenterPoint Energy moves forward with the restructuring, including any
VUHI debt exchanges, it is expected to be completed in 2022.

Indiana South Base Rate Case (CenterPoint Energy)



On October 30, 2020, and as subsequently amended, Indiana South filed its base
rate case with the IURC seeking approval for a revenue increase of approximately
$29 million. This rate case filing is required under Indiana TDSIC statutory
requirements before the completion of Indiana South's capital expenditure
program, approved in 2014 for investments starting in 2014 through 2020. The
revenue increase is based upon a requested ROE of 10.15% and an overall
after-tax rate of return of 5.99% on total rate base of approximately $469
million. Indiana South has utilized a projected test year, reflecting its 2021
budget as the basis for the revenue increase requested and proposes to implement
rates in two phases. On April 23, 2021, a Stipulation and Settlement Agreement
was filed resolving all issues in the case. The settlement recommended a revenue
increase of $21 million based on a 9.7% ROE and an overall after-tax rate of
return of 5.78% on total rate base of approximately $469 million. A settlement
hearing was held on June 24, 2021. On October 6, 2021, the IURC issued an order
approving the settlement. Phase one rates, reflecting actual plant-in-service
and cost of capital through June 2021, became effective in October 2021 and
phase two rates, reflecting actual plant-in-service and cost of capital through
December 2021 with certain adjustments, will become effective in March 2022.

Indiana North Base Rate Case (CenterPoint Energy)



On December 18, 2020, Indiana North filed its base rate case with the IURC
seeking approval for a revenue increase of approximately $21 million. This rate
case filing is required under Indiana TDSIC statutory requirements before the
completion of Indiana North's capital expenditure program, approved in 2014 for
investments starting in 2014 through 2020. The revenue increase is based upon a
requested ROE of 10.15% and an overall after-tax rate of return of 6.32% on
total rate base of approximately $1,611 million. Indiana North has utilized a
projected test year, reflecting its 2021 budget as the basis for the revenue
increase requested and proposes to implement rates in two phases. On June 25,
2021, a Stipulation and Settlement Agreement was filed resolving all issues in
the case. The settlement recommended a revenue decrease of $6 million based on a
9.8% ROE and an overall after-tax rate of return of 6.16% on total rate base of
approximately $1,611 million. A settlement hearing was held August 6, 2021. On
November 17, 2021, the IURC issued an order approving the settlement. Phase one
rates, reflecting actual plant-in-service and cost of capital through June 2021,
became effective in November 2021 and phase two rates, reflecting actual
plant-in-service and cost of capital through December 2021 with certain
adjustments, will become effective in March 2022.

                                       61
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Bailey to Jones Creek Project (CenterPoint Energy and Houston Electric)



In April 2017, Houston Electric submitted a proposal to ERCOT requesting its
endorsement of the Freeport Area Master Plan, which included the Bailey to Jones
Creek Project. On November 21, 2019, the PUCT issued its final approval of
Houston Electric's certificate of convenience and necessity application, based
on an unopposed settlement agreement under which Houston Electric would
construct the project at an estimated cost of approximately $483 million.
Houston Electric commenced pre-construction activities on the project in 2019,
began construction in 2021, and completed construction and energized the line
ahead of schedule in November 2021. Certain residual clean-up activities will
continue in 2022.

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



On December 17, 2020, Houston Electric filed a CCN application with the PUCT for
approval to build a 345 kV transmission line in Wharton County, Texas connecting
the Hillje substation on Houston Electric's transmission system to the planned
610 MW Space City Solar Generation facility being developed by third-party
developer EDF Renewables. Depending on the route ultimately approved by the
PUCT, the estimated capital cost of the transmission line project ranges from
approximately $23 million to $71 million. The actual capital costs of the
project will depend on actual land acquisition costs, construction costs, and
other factors in addition to route selection. In January 2021, Houston Electric
executed a Standard Generation Interconnection Agreement for the Space City
Solar Generation facility with EDF Renewables, which also provided security for
the transmission line project in the form of a $23 million letter of credit, the
amount of which is subject to change depending on the route approved. A hearing
at the PUCT was held on June 28, 2021. On September 1, 2021, the administrative
law judge issued a proposal for decision recommending a route that costs $25
million. The PUCT approved the proposal for decision at the November 18, 2021
open meeting and issued a final order on January 12, 2022. Houston Electric
expects to complete construction and energization of the transmission line by
the end of 2022.

Texas Legislation (CenterPoint Energy and Houston Electric)



In addition to the legislative activity discussed above, the Texas legislature
enacted the following in 2021:
•Senate Bill 2 reforms the ERCOT board to be comprised of a total of eleven
directors: three ex officio representatives, and eight members who are
unaffiliated with any market participants. The three ex officio directors-the
ERCOT CEO, the Public Counsel of the Office of Public Utility Counsel, and the
PUCT Chair-serve on the board by virtue of their official position for as long
as they hold that position. Two members are non-voting directors: the ERCOT CEO
and the PUCT Chair. The other nine members are voting directors. The ERCOT board
is currently comprised of the following members: Mr. Paul Foster (Chairman of
ERCOT board), Mr. William Flores (Vice Chairman of ERCOT board), Mr. Carlos
Aguilar, Mr. Zin Smati, Mr. John Swainson, Mr. Robert Flexon, Ms. Julie England,
Ms. Peggy Heeg, Mr. Peter Lake (PUCT Chairman), Mr. Brad Jones (ERCOT Interim
President & CEO), and Mr. Chris Ekoh (Public Counsel of the Office of Public
Utility Counsel).
•Senate Bill 3 establishes weatherization and other power grid requirements
including the design and operation of a load management program for
nonresidential customers during an energy emergency activation level 2 or higher
event and the ability to recover the reasonable and necessary costs of the
program.
•Senate Bill 415 allows a TDU to seek prior PUCT approval to contract with a
power generation company for a PUCT assigned proportional share of electric
energy storage system at the distribution level and recover certain costs and a
reasonable return on contract payments if contract terms satisfy relevant
accounting standards for a capital lease or finance lease.
•House Bill 2483 allows a TDU to procure, own and operate, or jointly own with
another TDU, transmission and distribution facilities with a lead time of at
least six months that would aid in restoring power to the utility's distribution
customers following a widespread outage, excluding storage equipment or
facilities. Reasonable and necessary costs can be recovered using the rate of
return on investment from the most recent base rate proceeding. Recovery of
incremental operation and maintenance expenses and any return not recovered in a
rate proceeding can be deferred until a future ratemaking proceeding.
Additionally, a TDU may lease and operate facilities that provide temporary
emergency electric energy to aid in restoring power to the utility's
distribution customers during a widespread power outage. Leasing and operating
costs can be recovered using the utility's rate of return from the most recent
base rate proceeding and incremental operation and maintenance expenses can be
deferred. The lease must be treated as a capital lease or finance lease for
ratemaking purposes.
•Senate Bill 1281 removes the requirement for an electric utility to amend its
CCN to construct a transmission line that connects existing transmission
facilities to a substation or metering point if certain conditions are met and
adds a customer benefit test into consideration. The bill also requires ERCOT to
conduct biennial assessments of grid reliability in extreme weather scenarios.
                                       62
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Houston Electric continues to review the effects of the legislation and is
working with the PUCT regarding proposed rulemakings and pursuing implementation
of these items where applicable. For example, in 2021 Houston Electric entered
into two leases for mobile generation: (1) a temporary short-term lease
initially for 125 MW that expanded to 220 MW by December 31, 2021 and (2) a 7.5
year lease for up to 505 MW of mobile generation of which 125 MW was delivered
as of December 31, 2021. As of December 31, 2021, CenterPoint Energy and Houston
Electric intends to seek recovery in its DCRF of deferred costs and the
applicable return under these lease agreements, approximating $200 million.
These mobile generation leases will support resiliency in major weather events
and were deployed during the restoration process for Hurricane Nicholas. See
Note 21 to the consolidated financial statements.

In addition to these measures taken by Houston Electric to support system
preparedness and reliability, the City of Houston recently launched the
first-of-its-kind long-term strategic power resilience initiative called
"Resilient Now." In a joint effort, Houston Electric is working with the City of
Houston to develop the Master Energy Plan for the city to help the community
thrive through economic changes, digital transformation, and advancing
environmental goals for the benefit of its communities. The Master Energy Plan
could develop into capital opportunities for Houston Electric, including
relating to infrastructure modernization, residential weatherization, and
investments around electric vehicles infrastructure.

Minnesota Base Rate Cases (CenterPoint Energy and CERC)



On October 28, 2019, CERC filed a general rate case with the MPUC seeking
approval for a revenue increase of approximately $62 million with a projected
test year ended December 31, 2020. The revenue increase is based upon a
requested ROE of 10.15% and an overall after-tax rate of return of 7.41% on a
total rate base of approximately $1,307 million. CERC implemented interim rates
reflecting $53 million for natural gas used on and after January 1, 2020. In
September 2020, a settlement that addressed all issues except the Inclusive
Financing/TOB Financing proposal by the City of Minneapolis was signed by a
majority of all parties and was filed with the Office of Administrative
Hearings. A stipulation between the City of Minneapolis and CERC addressing the
TOB proposal was filed on September 2, 2020. The settlement reflects a $39
million increase and was based on an overall after-tax rate of return of 6.86%
and does not specify individual cost of capital components. On March 1, 2021,
the MPUC issued a written final order approving the $39 million increase and
rejected the TOB stipulation. The order also required CERC and the City of
Minneapolis to submit a future filing to allow for further development of a
potential TOB pilot program and additional or expanded low-income conservation
improvement programs. A compliance filing was submitted on March 12, 2021
proposing a final rate implementation on June 1, 2021 and the interim refund
occurring in June 2021, contingent on final MPUC approval. Pursuant to MPUC
approval, final rates were implemented on June 1, 2021 and the interim rate
refunds were applied to customer accounts starting on June 12, 2021.

On November 1, 2021, CERC filed a general rate case with the MPUC seeking
approval for a revenue increase of approximately $67 million with a projected
test year ended December 31, 2022. The revenue increase is based upon a
requested ROE of 10.2% and an overall rate of return of 7.06% on a total rate
base of approximately $1.8 billion. CERC requested that an interim rate increase
of approximately $52 million be implemented January 1, 2022 while the rate case
is litigated. An alternative request was also filed on November 1, 2021. The
alternative request proposed a final rate increase of $40 million that would be
implemented in the rate case on January 1, 2022, and offered: an increase in
rates for plant investment only using the overall rate of return approved in the
prior rate case, an asymmetrical capital true-up, extension of the recovery of
gas costs incurred to serve customers in February 2021 from the then current 27
month mechanism to 63 months, an income tax rider, continuation of the existing
property tax rider and continued deferral of COVID-19 incremental costs along
with additional adjustments. On December 30, 2021, the MPUC issued a written
order denying the alternative request but extended the amortization period for
extraordinary gas costs to 63-months beginning on January 1, 2022. The MPUC also
issued written orders on the general rate case filing which (1) accepted CERC's
rate-increase application with a time for final determination of September 1,
2022, (2) authorized the implementation of interim rates on January 1, 2022, of
$42 million based on an overall rate of return of 6.46%, and (3) referred the
case to the Office of Administrative Hearings for a contested case proceeding. A
procedural schedule has been set with intervenor testimony that was due on
February 7, 2022, rebuttal testimony due on March 7, 2022, surrebuttal testimony
due March 30, 2022, a hearing scheduled April 6, 2022 through April 8, 2022, the
administrative law judge to issue a report on July 12, 2022 and the MPUC to
issue an order in October 2022.

Minnesota Legislation (CenterPoint Energy and CERC)



The Natural Gas Innovation Act was passed by the Minnesota legislature in June
2021 with bipartisan support. This law establishes a regulatory framework to
enable the state's investor-owned natural gas utilities to provide customers
with access to renewable energy resources and innovative technologies, with the
goal of reducing greenhouse gas emissions and advancing the
                                       63
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state's clean energy future. Specifically, the Natural Gas Innovation Act allows a natural gas utility to submit an innovation plan for approval by the MPUC which could propose the use of renewable energy resources and innovative technologies such as:



•renewable natural gas (produces energy from organic materials such as
wastewater, agricultural manure, food waste, agricultural or forest waste);
•renewable hydrogen gas (produces energy from water through electrolysis with
renewable electricity such as solar);
•energy efficiency measures (avoids energy consumption in excess of the
utility's existing conservation programs); and
•innovative technologies (reduces or avoids greenhouse gas emissions using
technologies such as carbon capture).

CERC expects to submit its first innovation plan to the MPUC in 2022. The maximum allowable cost for an innovation plan will start at 1.75% of the utility's revenue in the state and could increase to 4% by 2033, subject to review and approval by the MPUC.

Rate Change Applications



The Registrants are routinely involved in rate change applications before state
regulatory authorities. Those applications include general rate cases, where the
entire cost of service of the utility is assessed and reset. In addition,
Houston Electric is periodically involved in proceedings to adjust its capital
tracking mechanisms (TCOS and DCRF) and annually files to adjust its EECRF. CERC
is periodically involved in proceedings to adjust its capital tracking
mechanisms in Texas (GRIP), its cost of service adjustments in Arkansas,
Louisiana, Mississippi and Oklahoma (FRP, RSP, RRA and PBRC, respectively), its
decoupling mechanism in Minnesota, and its energy efficiency cost trackers in
Arkansas, Minnesota, Mississippi and Oklahoma (EECR, CIP, EECR and EECR,
respectively). CenterPoint Energy is periodically involved in proceedings to
adjust its capital tracking mechanisms in Indiana (CSIA for gas and TDSIC for
electric) and Ohio (DRR), its decoupling mechanism in Indiana (SRC for gas), and
its energy efficiency cost trackers in Indiana (EEFC for gas and DSMA for
electric) and Ohio (EEFR). The table below reflects significant applications
pending or completed since the Registrants' combined 2020 Form 10-K was filed
with the SEC.

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

and Houston Electric (PUCT)


   TCOS (1)                 64               February 2022                TBD                     TBD              Based on net change of invested capital of
                                                                                                                   $574 million.
     TCOS                   19                August 2021            October 2021            October 2021          Based on net change of invested capital of
                                                                                                                   $166 million.
     EECRF                  22                 June 2021              March 2022             November 2021         The requested $63 million is comprised of the
                                                                                                                   following: 2022 Program and Evaluation,
                                                                                                                   Measurement and Verification costs of $38
                                                                                                                   million, 2020 under-recovery of $3 million
                                                                                                                   including interest, and 2020 earned bonus of
                                                                                                                   $22 million. A settlement was filed in
                                                                                                                   September 2021 reducing the amount requested
                                                                                                                   by $315 thousand and recommending 2022
                                                                                                                   Program and Evaluation, Measurement and
                                                                                                                   Verification costs of $38 million, 2020
                                                                                                                   under-recovery of $3 million including
                                                                                                                   interest, and 2020 earned bonus of $22
                                                                                                                   million.
     TCOS                   9                 March 2021                 April                April 2021           Based on net change in invested capital of
                                                                         2021                                      $80 million.
                                                         CenterPoint Energy

and CERC - Arkansas (APSC)


      FRP                  (10)                  April               October 2021           September 2021         Based on ROE of 9.50% with 50 basis point
                                                 2021                                                              (+/-) earnings band. Revenue decrease of
                                                                                                                   $10.4 million based on prior test year
                                                                                                                   true-up earned return on equity of 11.53%.
                                                                                                                   The initial term of Rider FRP was terminated
                                                                                                                   in September 2021. A petition for rehearing
                                                                                                                   was filed on October 8, 2021. On October 14,
                                                                                                                   2021, as part of the settlement filed in the
                                                                                                                   asset sale docket, CERC filed a motion to
                                                                                                                   hold the petition for rehearing in abeyance
                                                                                                                   pending closing of the asset sale. The APSC
                                                                                                                   issued an order on October 15, 2021 granting
                                                                                                                   the motion. Additionally, a request to extend
                                                                                                                   the Rider FRP term for an additional five
                                                                                                                   years was filed on May 5, 2021. On October
                                                                                                                   19, 2021, as part of the settlement filed in
                                                                                                                   the asset sale docket, CERC filed a motion to
                                                                                                                   hold this proceeding in abeyance and the APSC
                                                                                                                   granted the motion on October 21, 2021.
                         CenterPoint Energy and CERC - Beaumont/East Texas,

South Texas, Houston and Texas Coast (Railroad Commission)


     GRIP                   28                March 2021                 June                    June              Based on net change in invested capital of
                                                                         2021                    2021              $197 million.


                                       64

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

Energy and CERC - Louisiana (LPSC)


        RSP                      7               September 2021           December 2021           December 2021         Based on authorized ROE of 9.95% with 50 basis
                                                                                                                        point (+/-) earnings band. The North Louisiana
                                                                                                                        decrease, with certain non-recurring true-up
                                                                                                                        adjustments outside the earnings band, is a
                                                                                                                        decrease of $1 million based on a test year ended
                                                                                                                        June 2021 and adjusted earned ROE of 15.17%. The
                                                                                                                        South Louisiana increase, with certain
                                                                                                                        non-recurring true-up adjustments outside the
                                                                                                                        earnings band, is an increase of $8 million based
                                                                                                                        on a test year ended June 2021 and adjusted earned
                                                                                                                        ROE of 1.93%. Per the 2020 RSP order, a request to
                                                                                                                        extend the RSP for an additional three year term
                                                                                                                        was filed in July 2021 and a hearing is scheduled
                                                                                                                        for May 2022.
                                                              CenterPoint

Energy and CERC - Minnesota (MPUC)


   Rate Case (1)                 67               November 2021                TBD                     TBD              See discussion above under Minnesota Base Rate
                                                                                                                        Case.
   Decoupling (1)               N/A              September 2021          September 2021                TBD              Represents under-recovery of approximately $19
                                                                                                                        million recorded for and during the period July 1,
                                                                                                                        2020 through June 30, 2021, including an
                                                                                                                        approximately $5 million adjustment related to the
                                                                                                                        implementation of final rates from the general rate
                                                                                                                        case filed in 2019.
   CIP Financial                 10                    May                December 2021           October 2021          CIP Financial Incentive based on 2020 activity.
     Incentive                                        2021
     Decoupling                 N/A              September 2020          September 2020            March 2021           Represents under-recovery of approximately $2
                                                                                                                        million recorded for and during the period July 1,
                                                                                                                        2019 through June 30, 2020, including approximately
                                                                                                                        $1 million related to the period July 1, 2018
                                                                                                                        through June 30, 2019.
     Rate Case                   39               October 2019                June                 March 2021           See discussion above under Minnesota Base Rate
                                                                              2021                                      Case.
                                                             CenterPoint 

Energy and CERC - Mississippi (MPSC)


        RRA                      3                    April              September 2021          September 2021         Based on ROE of 9.81% with 100 basis point (+/-)
                                                      2021                                                              earnings band. Revenue increase of approximately $3
                                                                                                                        million based on 2020 test year adjusted earned ROE
                                                                                                                        of 7.49%.
                                                               CenterPoint

Energy and CERC - Oklahoma (OCC)


        PBRC                    (1)                March 2021              August 2021             August 2021          Based on ROE of 10% with 50 basis point (+/-)
                                                                                                                        earnings band. Revenue credit of approximately $1
                                                                                                                        million based on 2020 test year adjusted earned ROE
                                                                                                                        of 12.42%. A settlement was filed in June 2021 with
                                                                                                                        a hearing held on July 1, 2021. OCC approved
                                                                                                                        revenue credit of approximately $1 million on
                                                                                                                        August 6, 2021.
                                                              CenterPoint

Energy - Indiana South - Gas (IURC)


        CSIA                    (1)                   April                   July                    July              Requested an increase of $11

million to rate base,


                                                      2021                    2021                    2021              which reflects a $(1 million) annual decrease in
                                                                                                                        current revenues. 80% of revenue requirement is
                                                                                                                        included in requested rate increase and 20% is
                                                                                                                        deferred until the next rate case. The mechanism
                                                                                                                        also includes refunds associated with the TCJA,
                                                                                                                        resulting in no change to the previous credit
                                                                                                                        provided, and a change in the total
                                                                                                                        (over)/under-recovery variance of less than $1
                                                                                                                        million annually.
     Rate Case                   21               October 2020            October 2021            October 2021          See discussion above under 

Indiana South Base Rate


                                                                                                                        Case.
                                                              CenterPoint 

Energy - Indiana North - Gas (IURC)


        CSIA                     5                    April                   July                    July              Requested an increase of $37

million to rate base,


                                                      2021                    2021                    2021              which reflects a $5 million annual increase in
                                                                                                                        current revenues. 80% of revenue requirement is
                                                                                                                        included in requested rate increase and 20% is
                                                                                                                        deferred until the next rate case. The mechanism
                                                                                                                        also includes refunds associated with the TCJA,
                                                                                                                        resulting in no change to the previous credit
                                                                                                                        provided, and a change in the total
                                                                                                                        (over)/under-recovery variance of $6 million
                                                                                                                        annually.
     Rate Case                   21               December 2020           November 2021           November 2021         See discussion above under 

Indiana North Base Rate


                                                                                                                        Case.
                                                                     

CenterPoint Energy - Ohio (PUCO)



        DRR                      9                    April              September 2021          September 2021         Requested an increase of $71 million to rate base
                                                      2021                                                              for investments made in 2020, which reflects a $9
                                                                                                                        million annual increase in current revenues. A
                                                                                                                        change in (over)/under-recovery variance of $5
                                                                                                                        million annually is also included in rates.


                                       65

--------------------------------------------------------------------------------


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

Energy - Indiana Electric (IURC)


   TDSIC (1)                3                February 2022                TBD                     TBD              Requested an increase of $42 million to rate base,
                                                                                                                   which reflects a $3 million annual increase in
                                                                                                                   current revenues. 80% of the revenue requirement
                                                                                                                   is included in requested rate increase and 20% is
                                                                                                                   deferred until next rate case. The mechanism also
                                                                                                                   includes a change in (over)/under-recovery
                                                                                                                   variance of less than $1 million.
   CECA (1)                (2)               February 2022                TBD                     TBD              Requested a decrease of less than $1 million to
                                                                                                                   rate base, which reflects a $3 million annual
                                                                                                                   decrease in current revenues. The mechanism also
                                                                                                                   includes a change in (over)/under-recovery
                                                                                                                   variance of less than $1 million. This mechanism
                                                                                                                   includes a non-traditional rate making approach
                                                                                                                   related to a 50 MW universal solar array placed in
                                                                                                                   service in January 2021.
     TDSIC                  3                 August 2021            November 2021           November 2021         Requested an increase of $35 million to rate base,
                                                                                                                   which reflects a $3 million annual increase in
                                                                                                                   current revenues. 80% of the revenue requirement
                                                                                                                   is included in requested rate increase and 20% is
                                                                                                                   deferred until next rate case. The mechanism also
                                                                                                                   includes a change in (over)/under-recovery
                                                                                                                   variance of less than $1 million.
      ECA                   2                     May               September 2021          September 2021         Requested an increase of $39 million to rate base,
                                                  2021                                                             which reflects a $2 million annual increase in
                                                                                                                   current revenues. 80% of the revenue requirement
                                                                                                                   is included in requested rate increase and 20% is
                                                                                                                   deferred until next rate case. The mechanism also
                                                                                                                   included a change in (over)/under-recovery
                                                                                                                   variance of less than $1 million annually.
     TDSIC                  3                February 2021                May                     May              Requested an increase of $28 million to rate base,
                                                                          2021                    2021             which reflects a $3 million annual increase in
                                                                                                                   current revenues. 80% of the revenue requirement
                                                                                                                   is included in requested rate increase and 20% is
                                                                                                                   deferred until next rate case. The mechanism also
                                                                                                                   includes a change in (over)/under-recovery
                                                                                                                   variance of less than $1 million.
     CECA                   8                February 2021               June                     May              Reflects an $8 million annual increase in current
                                                                         2021                     2021             revenues through a

non-traditional rate making
                                                                                                                   approach related to a 50 MW universal solar array
                                                                                                                   placed in service in January 2021.



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

Greenhouse Gas Regulation and Compliance (CenterPoint Energy)



On August 3, 2015, the EPA released its CPP rule, which required a 32% reduction
in carbon emissions from 2005 levels. The final rule was published in the
Federal Register on October 23, 2015, and that action was immediately followed
by litigation ultimately resulting in the U.S. Supreme Court staying
implementation of the rule. On July 8, 2019, the EPA published the ACE rule,
which (i) repealed the CPP rule; (ii) replaced the CPP rule with a program that
requires states to implement a program of energy efficiency improvement targets
for individual coal-fired electric generating units; and (iii) amended the
implementing regulations for Section 111(d) of the Clean Air Act. On January 19,
2021, the majority of the ACE rule - including the CPP repeal, CPP replacement,
and the timing-related portions of the Section 111(d) implementing rule - was
struck down by the U.S. Court of Appeals for the D.C. Circuit and on October 29,
2021, the U.S. Supreme Court agreed to consider four petitions filed by various
coal interests and a coalition of 19 states that seek review of the lower
court's decision vacating the ACE rule. CenterPoint Energy is currently unable
to predict what a replacement rule for either the ACE rule or CPP would require.

The Biden administration recommitted the United States to the Paris Agreement,
which can be expected to drive a renewed regulatory push to require further GHG
emission reductions from the energy sector and proceeded to lead negotiations at
the global climate conference in Glasgow, Scotland. On April 22, 2021, President
Biden announced new goals of 50% reduction of economy-wide GHG emissions, and
100% carbon-free electricity by 2035, which formed the basis of the US
commitments announced in Glasgow. In September 2021, CenterPoint Energy
announced its new net zero emissions goals for both Scope 1 and Scope 2
emissions by 2035 as well as a goal to reduce Scope 3 emissions by 20% to 30% by
2035. Because Texas is an unregulated market, CenterPoint Energy's Scope 2
estimates do not take into account Texas electric transmission and distribution
assets in the line loss calculation and exclude emissions related to purchased
power in Indiana between 2024 and 2026 as estimated. CenterPoint Energy's Scope
3 estimates do not take into account the emissions of transport customers and
emissions related to upstream extraction. These emission goals are expected to
be used to position CenterPoint Energy to comply with anticipated future
regulatory requirements from the current and future administrations to further
reduce GHG
                                       66
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emissions. CenterPoint Energy's and CERC's revenues, operating costs and capital
requirements could be adversely affected as a result of any regulatory action
that would require installation of new control technologies or a modification of
their operations or would have the effect of reducing the consumption of natural
gas. For more information regarding CenterPoint Energy's new net zero emission
goals and the risks associated with them, see "Risk Factors - Risk Factors
Affecting Our Businesses - CenterPoint Energy is subject to operational and
financial risks..." In addition, the EPA has indicated that it intends to
implement new regulations targeting reductions in methane emissions, which are
likely to increase costs related to production, transmission and storage of
natural gas. Houston Electric, in contrast to some electric utilities including
Indiana Electric, does not generate electricity, other than leasing facilities
that provide temporary emergency electric energy to aid in restoring power to
distribution customers during certain widespread power outages as allowed by a
new law enacted after the February 2021 Winter Storm Event, and thus is not
directly exposed to the risk of high capital costs and regulatory uncertainties
that face electric utilities that burn fossil fuels to generate electricity.
CenterPoint Energy's new net zero emissions goals are aligned with Indiana
Electric's generation transition plan and are expected to position Indiana
Electric to comply with anticipated future regulatory requirements related to
GHG emissions reductions. Nevertheless, Houston Electric's and Indiana
Electric's revenues could be adversely affected to the extent any resulting
regulatory action has the effect of reducing consumption of electricity by
ultimate consumers within their respective service territories. Likewise,
incentives to conserve energy or to use energy sources other than natural gas
could result in a decrease in demand for the Registrants' services. For example,
Minnesota has enacted the Natural Gas Innovation Act that seeks to provide
customers with access to renewable energy resources and innovative technologies,
with the goal of reducing GHG emissions. Further, certain local government
bodies have introduced or are considering requirements and/or incentives to
reduce energy consumption by certain specified dates. For example, Minneapolis
has adopted carbon emission reduction goals in an effort to decrease reliance on
fossil gas. Additionally, cities in Minnesota within CenterPoint Energy's
Natural Gas operational footprint are considering initiatives to eliminate
natural gas use in buildings and focus on electrification. Also, Minnesota
cities may consider seeking legislative authority for the ability to enact
voluntary enhanced energy standards for all development projects. These
initiatives could have a significant impact on CenterPoint Energy and its
operations, and this impact could increase if other cities and jurisdictions in
its service area enact similar initiatives. Further, our third party suppliers,
vendors and partners may also be impacted by climate change laws and
regulations, which could impact CenterPoint Energy's business by, among other
things, causing permitting and construction delays, project cancellations or
increased project costs passed on to CenterPoint Energy. Conversely, regulatory
actions that effectively promote the consumption of natural gas because of its
lower emissions characteristics would be expected to benefit CenterPoint Energy
and CERC and their natural gas-related businesses. At this time, however, we
cannot quantify the magnitude of the impacts from possible new regulatory
actions related to GHG emissions, either positive or negative, on the
Registrants' businesses.

Compliance costs and other effects associated with climate change, reductions in
GHG emissions and obtaining renewable energy sources remain uncertain. Although
the amount of compliance costs remains uncertain, any new regulation or
legislation relating to climate change will likely result in an increase in
compliance costs. While the requirements of a federal or state rule remain
uncertain, CenterPoint Energy will continue to monitor regulatory activity
regarding GHG emission standards that may affect its business. Currently,
CenterPoint Energy does not purchase carbon credits. In connection with its net
zero emissions goals, CenterPoint Energy is expected to purchase carbon credits
in the future; however, CenterPoint Energy does not currently expect the number
of credits, or cost for those credits, to be material.

Climate Change Trends and Uncertainties



As a result of increased awareness regarding climate change, coupled with
adverse economic conditions, availability of alternative energy sources,
including private solar, microturbines, fuel cells, energy-efficient buildings
and energy storage devices, and new regulations restricting emissions, including
potential regulations of methane emissions, some consumers and companies may use
less energy, meet their own energy needs through alternative energy sources or
avoid expansions of their facilities, including natural gas facilities,
resulting in less demand for the Registrants' services. As these technologies
become a more cost-competitive option over time, whether through cost
effectiveness or government incentives and subsidies, certain customers may
choose to meet their own energy needs and subsequently decrease usage of the
Registrants' systems and services, which may result in, among other things,
Indiana Electric's generating facilities becoming less competitive and
economical. Further, evolving investor sentiment related to the use of fossil
fuels and initiatives to restrict continued production of fossil fuels have had
significant impacts on CenterPoint Energy's electric generation and natural gas
businesses. For example, because Indiana Electric's current generating
facilities substantially rely on coal for their operations, certain financial
institutions choose not to participate in CenterPoint Energy's financing
arrangements. Conversely, demand for the Registrants' services may increase as a
result of customer changes in response to climate change. For example, as the
utilization of electric vehicles increases, demand for electricity may increase,
resulting in increased usage of CenterPoint Energy's systems and services. Any
negative opinions with respect to CenterPoint Energy's environmental practices
or its ability to meet the
                                       67
--------------------------------------------------------------------------------

challenges posed by climate change formed by regulators, customers, investors, legislators or other stakeholders could harm its reputation.



To address these developments, CenterPoint Energy announced its new net zero
emissions goals for both Scope 1 and Scope 2 emissions by 2035. In June of 2020,
Indiana Electric identified a preferred generation resource in its most recent
IRP submitted to the IURC that aligns with its new net zero emission goals and
includes the replacement of 730 MW of coal-fired generation facilities with a
significant portion comprised of renewables, including solar and wind, supported
by dispatchable natural gas combustion turbines, including a pipeline to serve
such natural gas generation, as well as storage. Additionally, as reflected in
its 10-year capital plan announced in September 2021, CenterPoint Energy
anticipates spending over $3 billion in clean energy investments and enablement,
which may be used to support, among other things, renewable energy generation
and electric vehicle expansion. CenterPoint Energy believes its planned
investments in renewable energy generation and corresponding planned reduction
in its GHG emissions as part of its newly adopted net zero emissions goals
support global efforts to reduce the impacts of climate change. For more
information regarding CenterPoint Energy's new net zero emission goals and the
risks associated with them, see "Risk Factors - Risk Factors Affecting Our
Businesses - CenterPoint Energy is subject to operational and financial
risks..."

To the extent climate changes result in warmer temperatures in the Registrants'
service territories, financial results from the Registrants' businesses could be
adversely impacted. For example, CenterPoint Energy's and CERC's Natural Gas
could be adversely affected through lower natural gas sales. On the other hand,
warmer temperatures in CenterPoint Energy's and Houston Electric's electric
service territory may increase revenues from transmission and distribution and
generation through increased demand for electricity used for cooling. Another
possible result of climate change is more frequent and more severe weather
events, such as hurricanes, tornadoes and flooding, including such storms as the
February 2021 Winter Storm Event. Since many of the Registrants' facilities are
located along or near the Texas gulf coast, increased or more severe hurricanes
or tornadoes could increase costs to repair damaged facilities and restore
service to customers. CenterPoint Energy's recently announced 10-year capital
plan includes capital expenditures to maintain reliability and safety and
increase resiliency of its systems as climate change may result in more frequent
significant weather events. Houston Electric does not own or operate any
electric generation facilities other than, since September 2021, leasing
facilities that provide temporary emergency electric energy to aid in restoring
power to distribution customers during certain widespread power outages as
allowed by a new law enacted after the February 2021 Winter Storm Event. Houston
Electric transmits and distributes to customers of REPs electric power that the
REPs obtain from power generation facilities owned by third parties. To the
extent adverse weather conditions affect the Registrants' suppliers, results
from their energy delivery businesses may suffer. For example, in Texas, the
February 2021 Winter Storm Event caused an electricity generation shortage that
was severely disruptive to Houston Electric's service territory and the
wholesale generation market and also caused a reduction in available natural gas
capacity. When the Registrants cannot deliver electricity or natural gas to
customers, or customers cannot receive services, the Registrants' financial
results can be impacted by lost revenues, and they generally must seek approval
from regulators to recover restoration costs. To the extent the Registrants are
unable to recover those costs, or if higher rates resulting from recovery of
such costs result in reduced demand for services, the Registrants' future
financial results may be adversely impacted. Further, as the intensity and
frequency of significant weather events continues, it may impact our ability to
secure cost-efficient insurance.

Other Matters

Credit Facilities



The Registrants may draw on their respective revolving credit facilities from
time to time to provide funds used for general corporate and limited liability
company purposes, including to backstop CenterPoint Energy's and CERC's
commercial paper programs. The facilities may also be utilized to obtain letters
of credit. For further details related to the Registrants' revolving credit
facilities, please see Note 14 to the consolidated financial statements.

Based on the consolidated debt to capitalization covenant in the Registrants'
revolving credit facilities, the Registrants would have been permitted to
utilize the full capacity of such revolving credit facilities, which aggregated
approximately $4 billion as of December 31, 2021.

                                       68
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As of February 15, 2022, the Registrants had the following revolving credit facilities and utilization of such facilities:



                                                                    Amount 

Utilized as of February 15, 2022


                                         Size of                               Letters of                                     Weighted Average
           Registrant                    Facility            Loans               Credit             Commercial Paper           Interest Rate             Termination Date
                                                                        (in millions)
CenterPoint Energy                     $   2,400          $       -          $        11          $             710                0.23%                 February 4, 2024
CenterPoint Energy (1)                       400                  -                    -                        264                0.22%                 February 4, 2024
Houston Electric                             300                  -                    -                          -                  -%                  February 4, 2024
CERC                                         900                  -                    -                        100                0.19%                 February 4, 2024
Total                                  $   4,000          $       -          $        11          $           1,074


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



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

Long-term Debt

For detailed information about the Registrants' debt issuances in 2021, see Note 14 to the consolidated financial statements.

Securities Registered with the SEC



On May 29, 2020, the Registrants filed a joint shelf registration statement with
the SEC registering indeterminate principal amounts of Houston Electric's
general mortgage bonds, CERC Corp.'s senior debt securities and CenterPoint
Energy's senior debt securities and junior subordinated debt securities and an
indeterminate number of shares of Common Stock, shares of preferred stock,
depositary shares, as well as stock purchase contracts and equity units. The
joint shelf registration statement will expire on May 29, 2023. For information
related to the Registrants' debt and equity security issuances in 2021, see
Notes 13 and 14 to the consolidated financial statements.

Temporary Investments

As of February 15, 2022, the Registrants had no temporary investments.

Money Pool



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

The table below summarizes CenterPoint Energy money pool activity by Registrant
as of February 15, 2022:

                          Weighted Average Interest Rate      Houston Electric       CERC
                                                                     (in millions)
Money pool investments                0.22%                  $            (731)     $  -



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Impact on Liquidity of a Downgrade in Credit Ratings



The interest rate on borrowings under the Registrants' credit facilities is
based on their respective credit ratings. As of February 15, 2022, Moody's, S&P
and Fitch had assigned the following credit ratings to senior debt of the
Registrants:

                                                                                         Moody's                                     S&P                                    Fitch
      Registrant                       Borrower/Instrument                  Rating              Outlook (1)             Rating            Outlook (2)           Rating            Outlook (3)
CenterPoint Energy            CenterPoint Energy Senior Unsecured
                              Debt                                           Baa2                 Stable                  BBB               Stable                BBB               Stable
CenterPoint Energy            Vectren Corp. Issuer Rating                     n/a                   n/a                  BBB+               Stable                n/a                 n/a
CenterPoint Energy            VUHI Senior Unsecured Debt                      A3                  Stable                 BBB+               Stable                n/a                 n/a
CenterPoint Energy            Indiana Gas Senior Unsecured Debt               n/a                   n/a                  BBB+               Stable                n/a                 n/a
CenterPoint Energy            SIGECO Senior Secured Debt                      A1                  Stable                   A                Stable                n/a                 n/a
Houston Electric              Houston Electric Senior Secured Debt            A2                  Stable                   A                Stable                 A                Stable
CERC                          CERC Corp. Senior Unsecured Debt                A3                  Stable                 BBB+               Stable                A-                Stable



(1)A Moody's rating outlook is an opinion regarding the likely direction of an
issuer's rating over the medium term.
(2)An S&P outlook assesses the potential direction of a long-term credit rating
over the intermediate to longer term.
(3)A Fitch rating outlook indicates the direction a rating is likely to move
over a one- to two-year period.

The Registrants cannot assure that the ratings set forth above will remain in
effect for any given period of time or that one or more of these ratings will
not be lowered or withdrawn entirely by a rating agency. The Registrants note
that these credit ratings are included for informational purposes and are not
recommendations to buy, sell or hold the Registrants' securities and may be
revised or withdrawn at any time by the rating agency. Each rating should be
evaluated independently of any other rating. Any future reduction or withdrawal
of one or more of the Registrants' credit ratings could have a material adverse
impact on the Registrants' ability to obtain short- and long-term financing, the
cost of such financings and the execution of the Registrants' commercial
strategies.

A decline in credit ratings could increase borrowing costs under the
Registrants' revolving credit facilities. If the Registrants' credit ratings had
been downgraded one notch by S&P and Moody's from the ratings that existed as of
December 31, 2021, the impact on the borrowing costs under the four revolving
credit facilities would have been insignificant. A decline in credit ratings
would also increase the interest rate on long-term debt to be issued in the
capital markets and could negatively impact the Registrants' ability to complete
capital market transactions and to access the commercial paper market.
Additionally, a decline in credit ratings could increase cash collateral
requirements and reduce earnings of CenterPoint Energy's and CERC's Natural Gas
reportable segments.

Pipeline tariffs and contracts typically provide that if the credit ratings of a
shipper or the shipper's guarantor drop below a threshold level, which is
generally investment grade ratings from both Moody's and S&P, cash or other
collateral may be demanded from the shipper in an amount equal to the sum of
three months' charges for pipeline services plus the unrecouped cost of any
lateral built for such shipper. If the credit ratings of CERC Corp. decline
below the applicable threshold levels, CERC might need to provide cash or other
collateral of as much as $213 million as of December 31, 2021. The amount of
collateral will depend on seasonal variations in transportation levels.

ZENS and Securities Related to ZENS (CenterPoint Energy)



If CenterPoint Energy's creditworthiness were to drop such that ZENS holders
thought its liquidity was adversely affected or the market for the ZENS were to
become illiquid, some ZENS holders might decide to exchange their ZENS for cash.
Funds for the payment of cash upon exchange could be obtained from the sale of
the shares of ZENS-Related Securities that CenterPoint Energy owns or from other
sources. CenterPoint Energy owns shares of ZENS-Related Securities equal to
approximately 100% of the reference shares used to calculate its obligation to
the holders of the ZENS. ZENS exchanges result in a cash outflow because tax
deferrals related to the ZENS and shares of ZENS-Related Securities would
typically cease when ZENS are exchanged or otherwise retired and shares of
ZENS-Related Securities are sold. The ultimate tax liability related to the ZENS
and ZENS-Related Securities continues to increase by the amount of the tax
benefit realized each year, and there could be a significant cash outflow when
the taxes are paid as a result of the retirement or exchange of the ZENS. If all
ZENS had been exchanged for cash on December 31, 2021, deferred taxes of
approximately $539 million would have been payable in
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2021. If all the ZENS-Related Securities had been sold on December 31, 2021,
capital gains taxes of approximately $146 million would have been payable in
2021. For additional information about ZENS, see Note 12 to the consolidated
financial statements.

Cross Defaults

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

Possible Acquisitions, Divestitures and Joint Ventures



From time to time, the Registrants consider the acquisition or the disposition
of assets or businesses or possible joint ventures, strategic initiatives or
other joint ownership arrangements with respect to assets or businesses. Any
determination to take action in this regard will be based on market conditions
and opportunities existing at the time, and accordingly, the timing, size or
success of any efforts and the associated potential capital commitments are
unpredictable. The Registrants may seek to fund all or part of any such efforts
with proceeds from debt and/or equity issuances. Debt or equity financing may
not, however, be available to the Registrants at that time due to a variety of
events, including, among others, maintenance of our credit ratings, industry
conditions, general economic conditions, market conditions and market
perceptions. As announced in September 2021, CenterPoint Energy plans to
increase its planned capital expenditures in its Electric and Natural Gas
businesses to support rate base growth and may explore asset sales in addition
to the recently completed sale of its Natural Gas businesses located in Arkansas
and Oklahoma as a means to efficiently finance a portion of such increased
capital expenditures. On January 10, 2022, CERC Corp. completed the sale of its
Arkansas and Oklahoma regulated natural gas LDC businesses. For further
information, see Notes 4 and 22 to the consolidated financial statements.

On December 2, 2021, the Enable Merger closed and, as a result, CenterPoint
Energy received Energy Transfer Common Units and Energy Transfer Series G
Preferred Units. Subsequent to the closing of the Enable Merger, in December
2021, CenterPoint Energy sold 150 million of the Energy Transfer Common Units
(inclusive of the Energy Transfer Common Units sold pursuant to the Forward Sale
Agreement) and half of the Energy Transfer Series G Preferred Units it received
in the Enable Merger. CenterPoint Energy has announced plans to dispose of all
of its interests in Energy Transfer by the end of 2022. CenterPoint Energy may
not realize any or all of the anticipated strategic, financial, operational or
other benefits from any disposition or reduction of its investment in Energy
Transfer. There can be no assurances that any further disposal of Energy
Transfer Common Units or Energy Transfer Series G Preferred Units will be
completed. Any disposal of such securities may involve significant costs and
expenses, including in connection with any public offering, a significant
underwriting discount. For information regarding the Enable Merger, see Notes 4,
11 and 12 to the consolidated financial statements.

Hedging of Interest Expense for Future Debt Issuances



From time to time, the Registrants may enter into interest rate agreements to
hedge, in part, volatility in the U.S. treasury rates by reducing variability in
cash flows related to interest payments. For further information, see Note 9(a)
to the consolidated financial statements.

Weather Hedge (CenterPoint Energy and CERC)

CenterPoint Energy and CERC have historically entered into partial weather
hedges for certain Natural Gas jurisdictions and electric operations' Texas
service territory to mitigate the impact of fluctuations from normal weather.
CenterPoint Energy and CERC remain exposed to some weather risk as a result of
the partial hedges. CenterPoint Energy and CERC did not enter into any weather
hedges during the year ended December 31, 2021. For more information about
weather hedges, see Note 9(a) to the consolidated financial statements.

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

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

Other Factors that Could Affect Cash Requirements

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



•cash collateral requirements that could exist in connection with certain
contracts, including weather hedging arrangements, and natural gas purchases,
natural gas price and natural gas storage activities of CenterPoint Energy's and
CERC's Natural Gas reportable segment;
•reductions in the cash distributions we receive from Energy Transfer;
•acceleration of payment dates on certain gas supply contracts, under certain
circumstances, as a result of increased natural gas prices, and concentration of
natural gas suppliers (CenterPoint Energy and CERC);
•increased costs related to the acquisition of natural gas (CenterPoint Energy
and CERC);
•increases in interest expense in connection with debt refinancings and
borrowings under credit facilities or term loans or the use of alternative
sources of financings due to the effects of COVID-19 on capital and other
financial markets;
•various legislative or regulatory actions;
•incremental collateral, if any, that may be required due to regulation of
derivatives (CenterPoint Energy);
•the ability of REPs, including REP affiliates of NRG and Vistra Energy Corp.,
to satisfy their obligations to CenterPoint Energy and Houston Electric,
including the negative impact on such ability related to COVID-19 and the
February 2021 Winter Storm Event;
•slower customer payments and increased write-offs of receivables due to higher
natural gas prices, changing economic conditions, COVID-19 or the February 2021
Winter Storm Event (CenterPoint Energy and CERC);
•the satisfaction of any obligations pursuant to guarantees;
•the outcome of litigation, including litigation related to the February 2021
Winter Storm Event;
•contributions to pension and postretirement benefit plans;
•restoration costs and revenue losses resulting from future natural disasters
such as hurricanes and the timing of recovery of such restoration costs; and
•various other risks identified in "Risk Factors" in Item 1A of Part I of this
report.

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



Certain provisions in certain note purchase agreements relating to debt issued
by VUHI have the effect of restricting the amount of additional first mortgage
bonds issued by SIGECO. Additionally, such note purchase agreements would
restrict the securitization (as enabled by Senate Bill 386 as enacted by the
State of Indiana) that CenterPoint Energy intends to seek in 2022 of remaining
book value and removal costs associated with generating facilities to be retired
by Indiana Electric. For information about the total debt to capitalization
financial covenants in the Registrants' and certain of CenterPoint Energy's
subsidiaries' revolving credit facilities, see Note 14 to the consolidated
financial statements.

                          CRITICAL ACCOUNTING POLICIES

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

Accounting for Rate Regulation



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

Impairment of Long-Lived Assets, Including Identifiable Intangibles, Goodwill, and Equity Method Investments



The Registrants review the carrying value of long-lived assets, including
identifiable intangibles, goodwill, equity method investments, and investments
without a readily determinable fair value whenever events or changes in
circumstances indicate that such carrying values may not be recoverable, and at
least annually, goodwill is tested for impairment as required by accounting
guidance for goodwill and other intangible assets.  Unforeseen events, changes
in market conditions, and probable regulatory disallowances, where applicable,
could have a material effect on the value of long-lived assets, including
intangibles, goodwill, equity method investments, and investments without a
readily determinable fair value due to changes in observable or estimated market
value, future cash flows, interest rate, and regulatory matters could result in
an impairment charge. The Registrants recorded no impairments to long-lived
assets, including intangibles, goodwill, or equity method investments during
2021 and 2019. During 2020, CenterPoint Energy recognized equity method
investment impairment losses as discussed further in Note 11 to the consolidated
financial statements and goodwill impairment losses as discussed further in
Notes 6 and 10 to the consolidated financial statements.

Fair value is the amount at which an asset, liability or business could be
bought or sold in a current transaction between willing parties and may be
estimated using a number of techniques, including quoted market prices or
valuations by third parties, present value techniques based on estimates of cash
flows, or multiples of earnings or revenue performance measures. The fair value
could be different using different estimates and assumptions in these valuation
techniques.

Fair value measurements require significant judgment and unobservable inputs,
including (i) projected timing and amount of future cash flows, which factor in
planned growth initiatives, (ii) the regulatory environment, as applicable, and
(iii) discount rates reflecting risk inherent in the future market prices.
Determining the discount rates for the non-rate regulated businesses requires
the estimation of the appropriate company specific risk premiums for those
non-rate regulated businesses based on evaluation of industry and
entity-specific risks, which includes expectations about future market or
economic conditions existing on the date of the impairment test. Changes in
these assumptions could have a significant impact on results of the impairment
tests.

Annual goodwill impairment test

CenterPoint Energy and CERC completed their 2021 annual goodwill impairment test
during the third quarter of 2021 and determined, based on an income approach or
a weighted combination of income and market approaches, that no goodwill
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impairment charge was required for any reporting unit. The fair values of each reporting unit significantly exceeded the carrying value of the reporting unit.



Although no goodwill impairment resulted from the 2021 annual test, an interim
goodwill impairment test could be triggered by the following: actual earnings
results that are materially lower than expected, significant adverse changes in
the operating environment, an increase in the discount rate, changes in other
key assumptions which require judgment and are forward looking in nature, if
CenterPoint Energy's market capitalization falls below book value for an
extended period of time, or events affecting a reporting unit such as a
contemplated disposal of all or part of a reporting unit.

Assets Held for Sale and Discontinued Operations



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

During the year ended December 31, 2021, as described further in Note 4 to the
consolidated financial statements, certain assets and liabilities representing a
business met the held for sale criteria. As a result, goodwill attributable to
the natural gas reporting unit of $398 million and $144 million at CenterPoint
Energy and CERC, respectively, was deemed attributable to assets held for sale
as of December 31, 2021. Neither CenterPoint Energy nor CERC recognized any
gains or losses upon classification of held for sale, including impairments of
goodwill, during the year ended December 31, 2021.

Fair value is the amount at which an asset, liability or business could be
bought or sold in a current transaction between willing parties and may be
estimated using a number of techniques, including quoted market prices, present
value techniques based on estimates of cash flows, or multiples of earnings or
revenue performance measures. The fair value could be different if different
estimates and assumptions in these valuation techniques were applied.

Fair value measurements require significant judgment and often unobservable
inputs, including (i) projected timing and amount of future cash flows, which
factor in planned growth initiatives, (ii) the regulatory environment, as
applicable, and (iii) discount rates reflecting risk inherent in the future
market prices. Changes in these assumptions could have a significant impact on
the resulting fair value.

CenterPoint Energy and CERC used a market approach consisting of the contractual
sales price adjusted for estimated working capital and other contractual
purchase price adjustments to determine fair value of the businesses classified
as held for sale. The fair value of the retained businesses within the natural
gas reporting unit was estimated based on a weighted combination of income and
market approaches, consistent with the methodology used in the 2021 and 2020
annual goodwill impairment tests. A third-party valuation specialist was
utilized to determine the key assumptions used in the estimate of fair value of
the retained natural gas reporting unit as of December 31, 2021. The fair value
of the retained natural gas reporting unit at CenterPoint Energy and CERC
significantly exceeded the carrying value of the retained businesses within that
reporting unit immediately after classifying the Arkansas and Oklahoma Natural
Gas businesses as held for sale.

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

Unbilled Revenues



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

Pension and Other Retirement Plans

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

                         NEW ACCOUNTING PRONOUNCEMENTS

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

                           OTHER SIGNIFICANT MATTERS

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

CenterPoint Energy's funding requirements and employer contributions for the years ended December 31, 2021, 2020 and 2019 were as follows:

Year Ended December 31,


                                                                  2021              2020             2019
CenterPoint Energy                                                            (in millions)
Minimum funding requirements for qualified pension plans      $       -          $    76          $    86
Employer contributions to the qualified pension plans                53               76               86
Employer contributions to the non-qualified benefit
restoration plans                                                        8            10               23



Although CenterPoint Energy's minimum contribution requirement to the qualified
pension plans in 2022 is zero, it expects to make contributions aggregating up
to $50 million. CenterPoint Energy expects to make contributions aggregating
approximately $7 million to the non-qualified benefit restoration plans in 2022.

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

The projected benefit obligation for all defined benefit pension plans was $2.3 billion and $2.5 billion as of December 31, 2021 and 2020, respectively.



As of December 31, 2021, the projected benefit obligation exceeded the market
value of plan assets of CenterPoint Energy's pension plans by $226 million.
Changes in interest rates or the market values of the securities held by the
plan during 2022 could materially, positively or negatively, change the funded
status and affect the level of pension expense and required contributions.
Houston Electric and CERC participate in CenterPoint Energy's qualified and
non-qualified pension plans covering substantially all employees. Pension cost
by Registrant were as follows:

                                                                                                        Year Ended December 31,
                                                   2021                                                           2020                                                           2019
                                                         Houston                                                        Houston                                                        Houston
                           CenterPoint Energy           Electric           CERC           CenterPoint Energy           Electric           CERC        

  CenterPoint Energy           Electric           CERC
                                                                                                             (in millions)
Pension cost             $                69          $       34          $ 27          $                49          $       19          $ 20          $                93          $       40          $ 35



The calculation of pension cost and related liabilities requires the use of
assumptions. Changes in these assumptions can result in different expense and
liability amounts, and future actual experience can differ from the assumptions.
Two of the most critical assumptions are the expected long-term rate of return
on plan assets and the assumed discount rate.
As of December 31, 2021, CenterPoint Energy's qualified pension plans had an
expected long-term rate of return on plan assets of 5.00% rate, which is the
same rate assumed as of December 31, 2020. The expected rate of return
assumption was developed using the targeted asset allocation of our plans and
the expected return for each asset class. CenterPoint Energy regularly reviews
its actual asset allocation and periodically rebalances plan assets to reduce
volatility and better match plan assets and liabilities.
As of December 31, 2021, the projected benefit obligation was calculated
assuming a discount rate of 2.80%, which is 0.35% higher than the 2.45% discount
rate assumed as of December 31, 2020. The discount rate was determined by
reviewing yields on high-quality bonds that receive one of the two highest
ratings given by a recognized rating agency and the expected duration of pension
obligations specific to the characteristics of CenterPoint Energy's plans.
CenterPoint Energy's actuarially determined pension and other postemployment
cost for 2021 and 2020 that is greater or less than the amounts being recovered
through rates in the majority of Texas jurisdictions is deferred as a regulatory
asset or liability, respectively. Pension cost for 2022, including the
nonqualified benefit restoration plan, is estimated to be $22 million before
applicable regulatory deferrals and capitalization, based on an expected return
on plan assets of 5.00% and a discount rate of 2.80% as of December 31, 2021. If
the expected return assumption were lowered by 0.50% from 5.00% to 4.50%, 2022
pension cost would increase by approximately $10 million.
As of December 31, 2021, the pension plans projected benefit obligation,
including the unfunded nonqualified pension plans, exceeded plan assets by $226
million. If the discount rate were lowered by 0.50% from 2.80% to 2.30%, the
assumption change would increase CenterPoint Energy's projected benefit
obligation by approximately $118 million and decrease its 2022 pension cost by
approximately $5 million. The expected reduction in pension cost due to the
decrease in discount rate is a result of the expected correlation between the
reduced interest rate and appreciation of fixed income assets in pension plans
with significantly more fixed income instruments than equity instruments. In
addition, the assumption change would impact CenterPoint Energy's Consolidated
Balance Sheets by increasing the regulatory asset recorded as of December 31,
2021 by $100 million and would result in a charge to comprehensive income in
2021 of $14 million, net of tax of $4 million, due to the increase in the
projected benefit obligation.
Future changes in plan asset returns, assumed discount rates and various other
factors related to the pension plans will impact CenterPoint Energy's future
pension expense and liabilities. CenterPoint Energy cannot predict with
certainty what these factors will be in the future.

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