Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Disclosure Controls And Procedures
In accordance with Exchange Act Rules 13a-15 and 15d-15, the Registrants carried out separate evaluations, under the supervision and with the participation of each company’s management, including the principal executive officer and principal financial officer, of the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report. Based on those evaluations, the principal executive officer and principal financial officer, in each case, concluded that the disclosure controls and procedures were effective as of December 31, 2024 to provide assurance that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and such information is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding disclosure.
Changes in Internal Control Over Financial Reporting
There has been no change in the Registrants’ internal controls over financial reporting that occurred during the three months ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, the Registrants’ internal controls over financial reporting.
181
Management’s Annual Report on Internal Control over Financial Reporting
The Registrants’ management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Registrants’ principal executive and principal financial officers and effected by CenterPoint Energy’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
• Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Registrants;
• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Registrants are being made only in accordance with authorizations of management and directors of the Registrants; and
• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Registrants’ assets that could have a material effect on the financial statements.
Management has designed its internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with accounting principles generally accepted in the United States of America. Management’s assessment included review and testing of both the design effectiveness and operating effectiveness of controls over all relevant assertions related to all significant accounts and disclosures in the financial statements.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of the Registrants’ management, including their respective principal executive officers and principal financial officers, the Registrants conducted an evaluation of the effectiveness of their internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the Registrants’ evaluation under the framework in Internal Control — Integrated Framework (2013), the Registrants’ management has concluded, in each case, that their internal control over financial reporting was effective as of December 31, 2024.
Deloitte & Touche LLP, CenterPoint Energy’s independent registered public accounting firm, has issued an attestation report on the effectiveness of CenterPoint Energy’s internal control over financial reporting as of December 31, 2024 which is set forth below. This report is not applicable to Houston Electric or CERC as they are not accelerated or large accelerated filers.
182
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of
CenterPoint Energy, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of CenterPoint Energy, Inc. and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated February 20, 2025, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE LLP
Houston, Texas
February 20, 2025
183
Item 9B. Other Information
None.
Rule 10b5-1 Trading Arrangements
During the three months ended December 31, 2024, no director or officer of CenterPoint Energy, Houston Electric or CERC adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not Applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
For CenterPoint Energy, the information called for by Item 10, to the extent not set forth in “Information About Our Executive Officers” in Item 1 of Part I of this report, will be set forth in the definitive proxy statement relating to CenterPoint Energy’s 2025 annual meeting of shareholders pursuant to SEC Regulation 14A. Such definitive proxy statement relates to a meeting of shareholders involving the election of directors and the portions thereof called for by Item 10 are incorporated herein by reference pursuant to Instruction G to Form 10-K.
For Houston Electric and CERC, the information called for by Item 10 is omitted pursuant to Instruction I(2) to Form 10-K (Omission of Information by Certain Wholly-Owned Subsidiaries).
Item 11. Executive Compensation
For CenterPoint Energy, the information called for by Item 11 will be set forth in the definitive proxy statement relating to CenterPoint Energy’s 2025 annual meeting of shareholders pursuant to SEC Regulation 14A. Such definitive proxy statement relates to a meeting of shareholders involving the election of directors and the portions thereof called for by Item 11 are incorporated herein by reference pursuant to Instruction G to Form 10-K.
For Houston Electric and CERC, the information called for by Item 11 is omitted pursuant to Instruction I(2) to Form 10-K (Omission of Information by Certain Wholly-Owned Subsidiaries).
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
For CenterPoint Energy, the information called for by Item 12 will be set forth in the definitive proxy statement relating to CenterPoint Energy’s 2025 annual meeting of shareholders pursuant to SEC Regulation 14A. Such definitive proxy statement relates to a meeting of shareholders involving the election of directors and the portions thereof called for by Item 12 are incorporated herein by reference pursuant to Instruction G to Form 10-K.
For Houston Electric and CERC, the information called for by Item 12 is omitted pursuant to Instruction I(2) to Form 10-K (Omission of Information by Certain Wholly-Owned Subsidiaries).
Item 13. Certain Relationships and Related Transactions, and Director Independence
For CenterPoint Energy, the information called for by Item 13 will be set forth in the definitive proxy statement relating to CenterPoint Energy’s 2025 annual meeting of shareholders pursuant to SEC Regulation 14A. Such definitive proxy statement relates to a meeting of shareholders involving the election of directors and the portions thereof called for by Item 13 are incorporated herein by reference pursuant to Instruction G to Form 10-K.
For Houston Electric and CERC, the information called for by Item 13 is omitted pursuant to Instruction I(2) to Form 10-K (Omission of Information by Certain Wholly-Owned Subsidiaries).
Item 14. Principal Accounting Fees and Services
184
For CenterPoint Energy, the information called for by Item 14 will be set forth in the definitive proxy statement relating to CenterPoint Energy’s 2025 annual meeting of shareholders pursuant to SEC Regulation 14A. Such definitive proxy statement relates to a meeting of shareholders involving the election of directors and the portions thereof called for by Item 14 are incorporated herein by reference pursuant to Instruction G to Form 10-K.
Aggregate fees billed to Houston Electric and CERC during the years ended December 31, 2024 and 2023 by their principal accounting firm, Deloitte & Touche LLP, are set forth below .
Year Ended December 31,
2024 2023
Houston Electric CERC Houston Electric CERC
Audit fees (1)
$ 948,480 $ 1,337,600 $ 843,661 $ 1,155,700
Audit-related fees (2)
1,088,145 449,000 530,000 410,000
Total audit and audit-related fees 2,036,625 1,786,600 1,373,661 1,565,700
Tax fees — — — —
All other fees — — — —
Total fees $ 2,036,625 $ 1,786,600 $ 1,373,661 $ 1,565,700
(1) For 2024 and 2023, amounts include fees for services provided by the principal accounting firm relating to the integrated audit of financial statements and internal control over financial reporting, statutory audits, attest services, and regulatory filings.
(2) For 2024 and 2023, amounts include fees for consultations concerning financial accounting and reporting standards and various agreed-upon or expanded procedures related to accounting records to comply with financial accounting or regulatory reporting matters.
Houston Electric and CERC each are not required to have, and do not have, an audit committee.
185
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)(1) Financial Statements.
CenterPoint Energy
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34 )
93
Statements of Consolidated Income for the Three Years Ended December 31, 2024
95
Statements of Consolidated Comprehensive Income for the Three Years Ended December 31, 2024
96
Consolidated Balance Sheets as of December 31, 2024 and 2023
97
Statements of Consolidated Cash Flows for the Three Years Ended December 31, 2024
99
Statements of Consolidated Changes in Equity for the Three Years Ended December 31, 2024
100
Houston Electric
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34 )
101
Statements of Consolidated Income for the Three Years Ended December 31, 2024
103
Statements of Consolidated Comprehensive Income for the Three Years Ended December 31, 2024
104
Consolidated Balance Sheets as of December 31, 2024 and 2023
105
Statements of Consolidated Cash Flows for the Three Years Ended December 31, 2024
107
Statements of Consolidated Changes in Equity for the Three Years Ended December 31, 2024
108
CERC
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34 )
109
Statements of Consolidated Income for the Three Years Ended December 31, 2024
111
Statements of Consolidated Comprehensive Income for the Three Years Ended December 31, 2024
112
Consolidated Balance Sheets as of December 31, 2024 and 2023
113
Statements of Consolidated Cash Flows for the Three Years Ended December 31, 2024
115
Statements of Consolidated Changes in Equity for the Three Years Ended December 31, 2024
116
Combined Notes to Consolidated Financial Statements
117
(a)(2) Financial Statement Schedules for the Three Years Ended December 31, 2024
The following schedules are omitted by the Registrants because of the absence of the conditions under which they are required or because the required information is included in the financial statements:
I, II, III, IV and V.
(a)(3) Exhibits.
See Index of Exhibits beginning on page 187, which index also includes the management contracts or compensatory plans or arrangements required to be filed as exhibits to this Form 10-K by Item 601(b)(10)(iii) of Regulation S-K.
Item 16. Form 10-K Summary
None.
186
CENTERPOINT ENERGY, INC. AND SUBSIDIARIES
CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC AND SUBSIDIARIES
CENTERPOINT ENERGY RESOURCES CORP. AND SUBSIDIARIES
EXHIBITS TO THE COMBINED ANNUAL REPORT ON FORM 10-K
For Fiscal Year Ended December 31, 2024
INDEX OF EXHIBITS
Exhibits included with this report are designated by a cross (†); all exhibits not so designated are incorporated herein by reference to a prior filing as indicated. Exhibits designated by an asterisk (*) are management contracts or compensatory plans or arrangements required to be filed as exhibits to this Form 10-K by Item 601(b)(10)(iii) of Regulation S-K. The Registrants have not filed the exhibits and schedules to Exhibit 2. The Registrants hereby agree to furnish supplementally a copy of any schedule omitted from Exhibit 2 to the SEC upon request.
The agreements included as exhibits are included only to provide information to investors regarding their terms. The agreements listed below may contain representations, warranties and other provisions that were made, among other things, to provide the parties thereto with specified rights and obligations and to allocate risk among them, and such agreements should not be relied upon as constituting or providing any factual disclosures about us, any other persons, any state of affairs or other matters.
Exhibit
Number Description Report or Registration Statement SEC File or
Registration
Number Exhibit
Reference CenterPoint Energy Houston Electric CERC
2(a)
— Asset Purchase Agreement by and between CenterPoint Energy Resources Corp. and Southern Col Midco, LLC, dated as of April 29, 2021
CenterPoint Energy’s Form 10-Q for the quarter ended March 31, 2021 1-31447 2.4 X X
2(b)
— Asset Purchase Agreement, dated February 19, 2024, among CenterPoint Energy Resources Corp. and Delta Utilities No. LA, LLC, Delta Utilities S. LA, LLC, Delta Utilities MS, LLC, and Delta Shared Services Co., LLC
CenterPoint Energy’s Form 8-K dated February 19, 2024 1-31447 1.1 X
X
3(a) — Restated Articles of Incorporation of CenterPoint Energy
CenterPoint Energy’s Form 8-K dated July 24, 2008 1-31447 3.2 X
3(b)
— Restated Certificate of Formation of Houston Electric
Houston Electric’s Form 10-Q for the quarter ended June 30, 2011
1-3187
3.1 X
3(c) — Certificate of Incorporation of RERC Corp.
CERC Form 10-K for the year ended December 31, 1997
1-13265
3(a)(1) X
3(d) — Certificate of Amendment changing the name to Reliant Energy Resources Corp.
CERC Form 10-K for the year ended December 31, 1998
1-13265
3(a)(3) X
3(e)
— Certificate of Amendment changing the name to CenterPoint Energy Resources Corp.
CERC Form 10-Q for the quarter ended June 30, 2003
1-13265
3(a)(4) X
3(f)
— Fourth Amended and Restated Bylaws of CenterPoint Energy
CenterPoint Energy’s Form 10-K for the year ended December 31, 2023
1-31447 3(h)
X
187
Exhibit
Number Description Report or Registration Statement SEC File or
Registration
Number Exhibit
Reference CenterPoint Energy Houston Electric CERC
3(g)
— Amended and Restated Limited Liability Company Agreement of Houston Electric
Houston Electric’s Form 10-Q for the quarter ended June 30, 2011
1-3187
3.2 X
3(h)
— Bylaws of RERC Corp.
CERC Form 10-K for the year ended December 31, 1997
1-13265 3(b) X
3(i)
— Statement of Resolutions Deleting Shares Designated Series A Preferred Stock of CenterPoint Energy
CenterPoint Energy’s Form 10-K for the year ended December 31, 2011 1-31447 3(c) X
4(a) — Form of CenterPoint Energy Stock Certificate
CenterPoint Energy’s Registration Statement on Form S-4 333-69502 4.1 X
4(b)(1)
— Mortgage and Deed of Trust, dated November 1, 1944 between Houston Lighting and Power Company (HL&P) and Chase Bank of Texas, National Association (formerly, South Texas Commercial National Bank of Houston), as Trustee, as amended and supplemented by 20 Supplemental Indentures thereto HL&P’s Form S-7 filed on August 25, 1977 2-59748 2(b) X X
4(b)(2)
— Twenty-First through Fiftieth Supplemental Indentures to Exhibit 4(b)(1)
HL&P’s Form 10-K for the year ended December 31, 1989 1-3187 4(a)(2) X X
4(b)(3)
— Fifty-First Supplemental Indenture to Exhibit 4(b)(1) dated as of March 25, 1991
HL&P’s Form 10-Q for the quarter ended June 30, 1991 1-3187 4(a) X X
4(b)(4)
— Fifty-Second through Fifty-Fifth Supplemental Indentures to Exhibit 4(b)(1) each dated as of March 1, 1992
HL&P’s Form 10-Q for the quarter ended March 31, 1992 1-3187 4 X X
4(b)(5)
— Fifty-Sixth and Fifty-Seventh Supplemental Indentures to Exhibit 4(b)(1) each dated as of October 1, 1992
HL&P’s Form 10-Q for the quarter ended September 30, 1992 1-3187 4 X X
4(b)(6)
— Fifty-Eighth and Fifty-Ninth Supplemental Indentures to Exhibit 4(b)(1) each dated as of March 1, 1993
HL&P’s Form 10-Q for the quarter ended March 31, 1993 1-3187 4 X X
4(b)(7)
— Sixtieth Supplemental Indenture to Exhibit 4(b)(1) dated as of July 1, 1993
HL&P’s Form 10-Q for the quarter ended June 30, 1993 1-3187 4 X X
4(b)(8)
— Sixty-First through Sixty-Third Supplemental Indentures to Exhibit 4(b)(1) each dated as of December 1, 1993
HL&P’s Form 10-K for the year ended December 31, 1993 1-3187 4(a)(8) X X
188
Exhibit
Number Description Report or Registration Statement SEC File or
Registration
Number Exhibit
Reference CenterPoint Energy Houston Electric CERC
4(b)(9)
— Sixty-Fourth and Sixty-Fifth Supplemental Indentures to Exhibit 4(b)(1) each dated as of July 1, 1995
HL&P’s Form 10-K for the year ended December 31, 1995 1-3187 4(a)(9) X X
4(c)(1)
— General Mortgage Indenture, dated as of October 10, 2002, between CenterPoint Energy Houston Electric, LLC and JPMorgan Chase Bank, as Trustee
Houston Electric’s Form 10-Q for the quarter ended September 30, 2002 1-3187 4(j)(1) X X
4(c)(2)
— Third Supplemental Indenture to Exhibit 4( c )(1), dated as of October 10, 2002
Houston Electric’s Form 10-Q for the quarter ended September 30, 2002 1-3187 4(j)(4) X X
4(c)(3)
— Officer’s Certificates dated October 10, 2002 setting forth the form, terms and provisions of the First through Eighth Series of General Mortgage Bonds
CenterPoint Energy’s Form 10-K for the year ended December 31, 2003 1-31447 4(e)(10) X X
4(c)(4)
— Ninth Supplemental Indenture to Exhibit 4( c )(1), dated as of November 12, 2002
CenterPoint Energy’s Form 10-K for the year ended December 31, 2002 1-31447 4(e)(10) X X
4(c)(5)
— Tenth Supplemental Indenture to Exhibit 4( c )(1), dated as of March 18, 2003
CenterPoint Energy’s Form 8-K dated March 13, 2003 1-31447 4.1 X X
4(c)(6)
— Officer’s Certificate dated March 18, 2003 setting forth the form, terms and provisions of the Tenth Series and Eleventh Series of General Mortgage Bonds
CenterPoint Energy’s Form 8-K dated March 13, 2003 1-31447 4.2 X X
4(c)(7)
— Twentieth Supplemental Indenture to Exhibit 4( c )(1), dated as of December 9, 2008
Houston Electric’s Form 8-K dated January 6, 2009 1-3187 4.2 X X
4(c)(8)
— Twenty-Second Supplemental Indenture to Exhibit 4( c )(1) dated as of August 10, 2012
CenterPoint Energy’s Form 10-K for the year ended December 31, 2012 1-31447 4(e)(33) X X
4(c)(9)
— Officer’s Certificate, dated August 10, 2012 setting forth the form, terms and provisions of the Twenty-Second Series of General Mortgage Bonds
CenterPoint Energy’s Form 10-K for the year ended December 31, 2012 1-31447 4(e)(34) X X
4(c)(10)
— Twenty-Third Supplemental Indenture to Exhibit 4( c )(1) dated as of March 17, 2014
CenterPoint Energy’s Form 10-Q for the quarter ended March 31, 2014 1-31447 4.10 X X
4(c)(11)
— Officer’s Certificate, dated as of March 17, 2014, setting forth the form, terms and provisions of the Twenty-Third Series of General Mortgage Bonds
CenterPoint Energy’s Form 10-Q for the quarter ended March 31, 2014 1-31447 4.11 X X
189
Exhibit
Number Description Report or Registration Statement SEC File or
Registration
Number Exhibit
Reference CenterPoint Energy Houston Electric CERC
4(c)(12)
— Twenty-Fifth Supplemental Indenture to Exhibit 4( c )(1) dated as of August 11, 2016
CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 2016 1-31447 4.5 X X
4(c)(13)
— Officer’s Certificate, dated as of August 11, 2016, setting forth the form, terms and provisions of the Twenty-Sixth Series of General Mortgage Bonds
CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 2016 1-31447 4.6 X X
4(c)(14)
— Twenty-Sixth Supplemental Indenture to Exhibit 4( c )(1) dated as of January 12, 2017
CenterPoint Energy’s Form 10-K for the year ended December 31, 2016 1-31447 4(e)(41) X X
4(c)(15)
— Officer’s Certificate, dated as of January 12, 2017, setting forth the form, terms and provisions of the Twenty-Seventh Series of General Mortgage Bonds
CenterPoint Energy’s Form 10-K for the year ended December 31, 2016 1-31447 4(e)(42) X X
4(c)(16)
— Twenty-Seventh Supplemental Indenture to Exhibit 4( c )(1) dated as of February 28, 2018
CenterPoint Energy’s Form 10-Q for the quarter ended March 30, 2018 1-31447 4.9 X X
4(c)(17)
— Officer’s Certificate, dated as of February 28, 2018, setting forth the form, terms and provisions of the Twenty-Eighth Series of General Mortgage Bonds
CenterPoint Energy’s Form 10-Q for the quarter ended March 30, 2018 1-31447 4.10 X X
4(c)(18)
— Twenty-Eighth Supplemental Indenture to Exhibit 4( c )(1) dated as of January 15, 2019
Houston Electric’s Form 8-K dated January 10, 2019 1-3187 4.4 X X
4(c)(19)
— Officer’s Certificate, dated as of January 15, 2019, setting forth the form, terms and provisions of the Twenty-Ninth Series of General Mortgage Bonds
CenterPoint Energy’s Form 10-K for the year ended December 31, 2018 1-31447 4(h)(24) X X
4(c)(20)
— Twenty-Ninth Supplemental Indenture to Exhibit 4( c )(1) dated as of June 5, 2020
Houston Electric’s Form 8-K dated June 2, 2020 1-3187 4.4 X X
4(c)(21)
— Officer’s Certificate, dated as of June 5, 2020, setting forth the form, terms and provisions of the Thirtieth Series of General Mortgage Bonds
CenterPoint Energy’s Form 10-Q for the quarter ended June 30, 2020 1-31447 4.26 X X
4(c)(22)
— Thirtieth Supplemental Indenture to Exhibit 4( c )(1), dated as of March 11, 2021
Houston Electric’s Form 8-K dated March 8, 2021 1-3187 4.4 X X
4(c)(23)
— Officer’s Certificate, dated as of March 11, 2021, setting forth the form, terms and provisions of the Thirty-First and Thirty-Second Series of General Mortgage Bonds
CenterPoint Energy’s Form 10-Q for the quarter ended March 31, 2021 1-31447 4.22 X X
190
Exhibit
Number Description Report or Registration Statement SEC File or
Registration
Number Exhibit
Reference CenterPoint Energy Houston Electric CERC
4(c)(24)
— Thirty-First Supplemental Indenture to Exhibit 4( c )(1), dated as of February 28, 2022
Houston Electric’s Form 8-K dated February 23, 2022 1-3187 4.4 X
4(c)(25)
— Officer’s Certificate, dated as of February 28, 2022, setting forth the form, terms and provisions of the Thirty-Third and Thirty-Fourth Series of General Mortgage Bonds
CenterPoint Energy’s Form 10-Q for the quarter ended March 31, 2022 1-31447 4.11 X
4(c)(26)
— Thirty-Second Supplemental Indenture to Exhibit 4( c )(1), dated as of September 15, 2022
Houston Electric’s Form 8-K dated September 12, 2022 1-3187 4.4 X
4(c)(27)
— Officer’s Certificate, dated September 15, 2022, setting forth the form, terms and provisions of the Thirty-Fifth and Thirty-Sixth Series of General Mortgage Bonds
CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 2022 1-31447 4.7 X
4(c)(28)
— Thirty-Third Supplemental Indenture to Exhibit 4( c )(1), dated as of March 23, 2023
Houston Electric’s Form 8-K dated March 20, 2023
1-3187
4.4 X
4(c)(29)
— Officer’s Certificate, dated March 23, 2023, setting forth the form, terms and provisions of the Thirty-Seventh and Thirty-Eighth Series of General Mortgage Bonds
CenterPoint Energy’s Form 10-Q for the quarter ended March 31, 2023
1-31447
4.11 X
4(c)(30)
— Thirty-Fourth Supplemental Indenture to Exhibit 4( c )(1), dated as of September 18, 2023
Houston Electric’s Form 8-K dated September 13, 2023
1-3187
4.4 X
4(c)(31)
— Officer’s Certificate, dated September 18, 2023, setting forth the form, terms and provisions of the Thirty-Ninth Series of General Mortgage Bonds
CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 2023
1-31447
4.9 X
4(c)(32)
— Thirty-Fifth Supplemental Indenture to Exhibit 4( c )(1) , dated as of February 29, 2024
Houston Electric’s Form 8-K dated February 26, 2024 1-3187 4.4 X
4(c)(33)
— Officer’s Certificate, dated as of February 29, 2024 , setting forth the form, terms and provisions of the Fortieth Series of General Mortgage Bonds
CenterPoint Energy’s Form 10-Q for the quarter ended March 31, 2024
1-31447
4.6 X
4(c)(34)
— Thirty- Sixth Supplemental Indenture to Exhibit 4( c )(1), dated as of November 4 , 2024
Houston Electric’s Form 8-K dated October 31, 2024
1-3187 4.4 X
191
Exhibit
Number Description Report or Registration Statement SEC File or
Registration
Number Exhibit
Reference CenterPoint Energy Houston Electric CERC
†4(c)(35)
— Officer’s Certificate, dated as of November 4 , 2024, setting forth the form, terms and provisions of the Forty-First Series of General Mortgage Bonds
X
4(d)(1)
— Indenture, dated as of February 1, 1998, between Reliant Energy Resources Corp. (RERC Corp.) and Chase Bank of Texas, National Association, as Trustee CERC Corp.’s Form 8-K dated February 5, 1998 1-13265 4.1 X X
4(d)(2)
— Supplemental Indenture No. 10 to Exhibit 4( d )(1), dated as of February 6, 2007, providing for the issuance of CERC Corp.’s 6.25% Senior Notes due 2037
CenterPoint Energy’s Form 10-K for the year ended December 31, 2006 1-31447 4(f)(11) X X
4(d)(3)
— Supplemental Indenture No. 12 to Exhibit 4( d )(1) dated as of October 23, 2007, providing for the issuance of CERC Corp.’s 6.625% Senior Notes due 2037
CenterPoint Energy’s Form 10-Q for the quarter ended June 30, 2008 1-31447 4.9 X X
4(d)(4)
— Supplemental Indenture No. 14 to Exhibit 4( d )(1) dated as of January 11, 2011, providing for the issuance of CERC Corp.’s 4.50% Senior Notes due 2021 and 5.85% Senior Notes due 2041
CenterPoint Energy’s Form 10-K for the year ended December 31, 2010 1-31447 4(f)(15) X X
4(d)(5)
— Supplemental Indenture No. 16 to Exhibit 4( d )(1) dated as of August 23, 2017, providing for the issuance of CERC Corp.’s 4.10% Senior Notes due 2047
CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 2017 1-31447 4.11 X X
4(d)(6)
— Supplemental Indenture No. 17 to Exhibit 4( d )(1) dated as of March 28, 2018, providing for the issuance of CERC Corp.’s 3.55% Senior Notes due 2023 and 4.00% Senior Notes due 2028
CERC’s Form 10-Q for the quarter ended March 31, 2018
1-13265
4.4 X X
4(d)(7)
— Supplemental Indenture No. 18 to Exhibit 4( d )(1), dated as of October 1, 2020, providing for the issuance of CERC Corp.’s 1.75% Senior Notes due 2030
CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 2020 1-31447 4.23 X X
4(d)(8)
— Supplemental Indenture No. 21, dated as of June 9, 2022, to the Indenture under Exhibit 4( d ) (1)
CenterPoint Energy’s Form 10-Q for the quarter ended June 30, 2022 1-31447 4.12 X
4(d)(9)
— Supplemental Indenture No. 22, to Exhibit 4( d )(1), dated as of October 5, 2022, providing for the issuance of CERC Corp.’s 6.10% Senior Notes due 2035
CERC’s Form 8-K dated October 5, 2022 1-13265 4.2 X
192
Exhibit
Number Description Report or Registration Statement SEC File or
Registration
Number Exhibit
Reference CenterPoint Energy Houston Electric CERC
4(d)(10)
— Supplemental Indenture No. 23 to Exhibit 4( d )(1), dated as of February 23, 2023, providing for the issuance of CERC Corp.’s 5.25% Senior Notes due 2028 and 5.40% Senior Notes due 2033
CenterPoint Energy’s Form 10-Q for the quarter ended March 31, 2023
1-31447
4.6 X
4(d)(11)
— Supplemental Indenture No. 24 to Exhibit 4( d )(1), dated as of May 3, 2023, providing for the issuance of CERC Corp.’s 5.25% Senior Notes due 2028
CenterPoint Energy’s Form 10-Q for the quarter ended June 30, 2023
1-31447
4.5 X
4(d)(12)
— Supplemental Indenture No. 2 5 to Exhibit 4( d )(1), dated as of June 20, 2024 , providing for the issuance of CERC Corp.’s 5. 40 % Senior Notes due 20 34
CenterPoint Energy’s Form 10-Q for the quarter ended June 30, 2024
1-31447
4.5 X
4(e)(1)
— Indenture, dated as of May 19, 2003, between CenterPoint Energy and JPMorgan Chase Bank, as Trustee
CenterPoint Energy’s Form 8-K dated May 19, 2003 1-31447 4.1 X
4(e)(2)
— Supplemental Indenture No. 10 to Exhibit 4( e )(1), dated as of October 5, 2018, providing for the issuance of CenterPoint Energy’s 3.60% Senior Notes due 2021, 3.85% Senior Notes due 2024 and 4.25% Senior Notes due 2028
CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 2018
1-31447
4.14 X
4(e)(3)
— Supplemental Indenture No. 11 to Exhibit 4( e )(1), dated as of August 14, 2019, providing for the issuance of CenterPoint Energy’s 2.50% Senior Notes due 2024, 2.95% Senior Notes due 2030 and 3.70% Senior Notes due 2049
CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 2019
1-31447
4.2 X
4(e)(4)
— Supplemental Indenture No. 13 to Exhibit 4( e )(1), dated as of May 13, 2021, providing for the issuance of CenterPoint Energy’s 1.45% Senior Notes due 2026 and 2.65% Senior Notes due 2031
CenterPoint Energy’s Form 10-Q for the quarter ended June 30, 2021 1-31447 4.25 X
4(e)(5)
— Supplemental Indenture No. 14 to Exhibit 4( e )(1), dated as of August 10, 2023, providing for the issuance of CenterPoint Energy’s 5.25% Senior Notes due 2026
CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 2023
1-31447
4.4 X
4(e)(6)
— Supplemental Indenture No. 15 to Exhibit 4( e )(1), date d as of May 10, 2 024, providing for the issuance of CenterPoint Energy’s 5. 40 % Senior Notes due 202 9
CenterPoint Energy’s Form 10-Q for the quarter ended June 30, 2024
1-31447
4.3 X
4(f)(1)
— Subordinated Indenture dated as of September 1, 1999 Reliant Energy’s Form 8-K dated September 1, 1999 1-3187 4.1 X
193
Exhibit
Number Description Report or Registration Statement SEC File or
Registration
Number Exhibit
Reference CenterPoint Energy Houston Electric CERC
4(f)(2)
— Supplemental Indenture No. 1 dated as of September 1, 1999, between Reliant Energy and Chase Bank of Texas (supplementing Exhibit 4(f)(1) and providing for the issuance Reliant Energy’s 2% Zero-Premium Exchangeable Subordinated Notes Due 2029)
Reliant Energy’s Form 8-K dated September 15, 1999 1-3187 4.2 X
4(f)(3)
— Supplemental Indenture No. 2 dated as of August 31, 2002, between CenterPoint Energy, Reliant Energy and JPMorgan Chase Bank (supplementing Exhibit 4( f )(1))
CenterPoint Energy’s Form 8-K12B dated August 31, 2002 1-31447 4(e) X
4(f)(4)
— Supplemental Indenture No. 3 dated as of December 28, 2005, between CenterPoint Energy, Reliant Energy and JPMorgan Chase Bank (supplementing Exhibit 4( f )(1))
CenterPoint Energy’s Form 10-K for the year ended December 31, 2005 1-31447 4(h)(4) X
4(g)(1)
— Amended and Restated Indenture of Mortgage and Deed of Trust dated as of January 1, 2023, between SIGECO and Deutsche Bank Trust Company Americas, as Trustee
CenterPoint Energy’s Form 8-K dated January 30, 2023
1-31447
10.2
X
4(g)(2)
— First Supplemental Indenture to Exhibit 4( g )(1), dated as of March 15, 2023
CenterPoint Energy’s Form 8-K dated March 15, 2023
1-31447
4.2
X
4(g)(3)
— Second Supplemental Indenture to Exhibit 4( g )(1), dated as of October 13, 2023
CenterPoint Energy’s Form 8-K dated October 13, 2023
1-31447
4.2
X
4(g)(4)
— Third Supplemental Indenture dated as of August 29, 2024, between Southern Indiana Gas and Electric Company and Deutsche Bank Trust Company Americas, as Trustee
CenterPoint Energy’s Form 8-K dated August 29, 2024 1-31447 4.2 X
†4(g)(5)
— F ourth Supplemental Indenture dated as of January 31, 2025, between Southern Indiana Gas and Electric Company and Deutsche Bank Trust Company Americas, as Trustee
X
4(g)(6)
— Additional Supplemental Indentures to Exhibit 4(g)(1)
X
Date as of File Reference Exhibit No.
July 1, 1999
1-3553, SIGECO’s Form 10-Q for the quarter ended June 30, 1999 4(a)
194
Exhibit
Number Description Report or Registration Statement SEC File or
Registration
Number Exhibit
Reference CenterPoint Energy Houston Electric CERC
April 1, 2013
1-15467, Vectren’s Form 8-K dated April 30, 2013 4.1
September 1, 2014
1-15467, Vectren’s Form 8-K dated September 25, 2014 4.1
September 1, 2015
1-15467, Vectren’s Form 8-K dated September 10, 2015 4.1
4(h)(1)
— Indenture dated February 1, 1991 between Indiana Gas Company, Inc. and U.S Bank Trust National Association (formerly known as First Trust National Association, which was formerly known as Bank of America Illinois, which was formerly known as Continental Bank, National Association)
Indiana Gas’s Form 8-K filed February 15, 1991
1-6494
4(a)
X
4(h)(2)
— First Supplemental Indenture to Exhibit 4(h)(1), dated as of February 15, 1991
Indiana Gas’s Form 8-K filed February 15, 1991 1-6494 4(b) X
4(h)(3)
— Second Supplemental Indenture to Exhibit 4(h)(1), dated as of September 15, 1991
Indiana Gas’s Form 8-K filed September 25, 1991 1-6494 4(b) X
4(h)(4)
— Third Supplemental Indenture to Exhibit 4(h)(1), dated as of September 15, 1991
Indiana Gas’s Form 8-K filed September 25, 1991 1-6494 4(c) X
4(h)(5)
— Fourth Supplemental Indenture to Exhibit 4(h)(1), dated as of December 2, 1992
Indiana Gas’s Form 8-K filed December 8, 1992 1-6494 4(b) X
4(h)(6)
— Fifth Supplemental Indenture to Exhibit 4( h )(1), dated as of December 28, 2000
Indiana Gas’s Form 8-K filed December 27, 2000 1-6494 4 X
4(i)(1)
— Bond Purchase and Covenants Agreement, dated September 14, 2017, between SIGECO and PNC Bank, National Association
Vectren’s Form 8-K dated September 25, 2017 1-15467 4.1 X
4(i)(2)
— Joinder and First Amendment to Exhibit 4( i )(1) dated March 1, 2018 among SIGECO, the lenders party thereto and PNC Bank, National Association
Vectren’s Form 8-K dated May 3, 2018 1-15467 4.1 X
4(i)(3)
— Second Amendment to Exhibit 4( i )(1) dated May 1, 2018 among SIGECO, the lenders party thereto and PNC Bank, National Association
Vectren’s Form 8-K dated May 3, 2018 1-15467 4.2 X
4(i)(4)
— Third Amendment to Exhibit 4( i )(1) dated December 7, 2022 among SIGECO, the lenders party thereto and PNC Bank, National Association
CenterPoint Energy’s Form 10-K for the year ended December 31, 2022
1-31447
4(k)(4)
X
195
Exhibit
Number Description Report or Registration Statement SEC File or
Registration
Number Exhibit
Reference CenterPoint Energy Houston Electric CERC
4(j)
— The Note Purchase Agreement, dated as of May 27, 2022, between CERC and the Purchasers signatory thereto, in connection with the issuance by CERC of $40,000,000 aggregate principal amount of CERC’s 4.36% Senior Notes, Series B, due December 15, 2045
CenterPoint Energy’s Form 8-K dated May 27, 2022 1-31447 4.1 X X
4(k)
— The Note Purchase Agreement, dated as of May 27, 2022, between CERC and the Purchasers signatory thereto, in connection with the issuance by CERC of $10,000,000 aggregate principal amount of CERC’s 4.25% Senior Notes, Series B, due June 5, 2043
CenterPoint Energy’s Form 8-K dated May 27, 2022 1-31447 4.3 X X
4(l)
— The Note Purchase Agreement, dated as of May 27, 2022, between CERC and the Purchasers signatory thereto, in connection with the issuance by CERC of $100,000,000 aggregate principal amount of CERC’s 5.00% Senior Notes, due February 3, 2042
CenterPoint Energy’s Form 8-K dated May 27, 2022 1-31447 4.4 X X
4(m)
— The Note Purchase Agreement, dated as of May 27, 2022, between CERC and the Purchasers signatory thereto, in connection with the issuance by CERC of $60,000,000 aggregate principal amount of CERC’s 5.02% Senior Notes, Series B, due November 30, 2026 and $35,000,000 aggregate principal amount of CERC’s 5.99% Senior Notes, Series C, due November 30, 2041
CenterPoint Energy’s Form 8-K dated May 27, 2022 1-31447 4.5 X X
4(n)
— Registration Rights Agreement, dated as of October 5, 2022, between CenterPoint Energy Resources Corp. and Goldman Sachs & Co. LLC
CERC’s Form 8-K dated October 5, 2022 1-13265 4.3 X
4(o)
— Indenture dated as of August 4, 2023, between CenterPoint Energy and The Bank of New York Mellon Trust Company, National Association, as trustee
CenterPoint Energy’s Form 8-K dated August 4, 2023
1-31447
4.1 X
4(p)(1)
— Junior Subordinated Indenture, dated as of August 14, 2024, between CenterPoint Energy, Inc. and The Bank of New York Mellon Trust Company, National Association, as trustee
CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 2024
1-31447
4.1 X
4(p)(2)
— Supplemental Indenture to Exhibit 4( p ) (1) , dated as of August 14, 2024
CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 2024
1-31447
4.2 X
196
Exhibit
Number Description Report or Registration Statement SEC File or
Registration
Number Exhibit
Reference CenterPoint Energy Houston Electric CERC
†4(p)(3)
— Supplemental Indenture No. 2 to Exhibit 4( p )(1), dated as of October 31, 2024 , providing for the issuance of CenterPoint Energy’s 6 . 700 % Fixed-to - Fixed R eset Junior Subordinated Notes , Series C, due 20 5 5
X
†4(q)
— Description of CenterPoint Energy’s Securities
X
†4(r)
— Description of Houston Electric’s Securities
X
†4(s)
— Description of CERC’s Securities
X
Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, the Registrants have not filed as exhibits to this Form 10-K certain long-term debt instruments, including indentures, under which the total amount of securities authorized does not exceed 10% of the total assets of the Registrants and its subsidiaries on a consolidated basis. The Registrants hereby agree to furnish a copy of any such instrument to the SEC upon request.
Exhibit
Number Description Report or Registration Statement SEC File or
Registration
Number Exhibit
Reference CenterPoint Energy Houston Electric CERC
*10(a) — CenterPoint Energy, Inc. 1991 Benefit Restoration Plan, as amended and restated effective as of February 25, 2011
CenterPoint Energy’s Form 10-Q for the quarter ended March 31, 2011 1-31447 10.3 X
*10(b)(1) — CenterPoint Energy Benefit Restoration Plan, effective as of January 1, 2008
CenterPoint Energy’s Form 8-K dated December 22, 2008 1-31447 10.1 X
*10(b)(2) — First Amendment to Exhibit 10(b)(1), effective as of February 25, 2011
CenterPoint Energy’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 1-31447 10.4 X
*10(b)(3) — Partial Termination Amendment to Exhibit 10(b)(1), effective as of March 1, 2022
CenterPoint Energy’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 1-31447 10.14 X
*10(b)(4)
— Third Amendment to Exhibit 10(b)(1), effective as of October 1, 2023
CenterPoint Energy’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023
1-31447
10.2 X
*10(c) — CenterPoint Energy 1985 Deferred Compensation Plan, as amended and restated effective January 1, 2003
CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 2003 1-31447 10.1 X
*10(d)(1) — Amended and Restated CenterPoint Energy, Inc. 1991 Savings Restoration Plan, effective as of January 1, 2008
CenterPoint Energy’s Form 8-K dated December 22, 2008 1-31447 10.4 X
197
Exhibit
Number Description Report or Registration Statement SEC File or
Registration
Number Exhibit
Reference CenterPoint Energy Houston Electric CERC
*10(d)(2) — First Amendment to Exhibit 10(d)(1), effective as of February 25, 2011
CenterPoint Energy’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 1-31447 10.5 X
*10(e)(1) — CenterPoint Energy Savings Restoration Plan, effective as of January 1, 2008
CenterPoint Energy’s Form 8-K dated December 22, 2008 1-31447 10.3 X
*10(e)(2) — First Amendment to Exhibit 10(e)(1), effective as of February 25, 2011
CenterPoint Energy’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 1-31447 10.6 X
*10(e)(3) — Second Amendment to Exhibit 10( e )(1), effective as of January 1, 2020
CenterPoint Energy’s Form 8-K dated December 9, 2019 1-31447 10.1 X
*10(e)(4) — Partial Termination Amendment to Exhibit 10(e)(1), effective as of March 1, 2022
CenterPoint Energy’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 1-31447 10.18 X
*10(e)(5)
— Fourth Amendment to Exhibit 10(e)(1), effective as of October 1, 2023
CenterPoint Energy’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023
1-31447 10.3 X
*10(e)(6)
— Fifth Amendment to Exhibit 10(e)(1), effective as of January 1, 2024
CenterPoint Energy’s Form 10-K for the year ended December 31, 2013 1-31447 10(e)(6)
X
*10(e)(7)
— Partial Termination Amendment to Exhibit 10(e)(1), effective as of April 1, 2024
CenterPoint Energy’s Form 10-K for the year ended December 31, 2013 1-31447 10(e)(7)
X
*10(f) — CenterPoint Energy Executive Life Insurance Plan, as amended and restated effective June 18, 2003
CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 2003 1-31447 10.5 X
10(g)(1) — Stockholder’s Agreement dated as of July 6, 1995 between Houston Industries Incorporated and Time Warner Inc. Schedule 13-D dated July 6, 1995 5-19351 2 X
10(g)(2) — Amendment to Exhibit 10(g)(1) dated November 18, 1996 HI’s Form 10-K for the year ended December 31, 1996 1-7629 10(x)(4) X
198
Exhibit
Number Description Report or Registration Statement SEC File or
Registration
Number Exhibit
Reference CenterPoint Energy Houston Electric CERC
10(h)(1) — Master Separation Agreement entered into as of December 31, 2000 between Reliant Energy, Incorporated and Reliant Resources, Inc.
Reliant Energy’s Form 10-Q for the quarter ended March 31, 2001 1-3187 10.1 X
10(h)(2) — First Amendment to Exhibit 10(h)(1) effective as of February 1, 2003
CenterPoint Energy’s Form 10-K for the year ended December 31, 2002 1-31447 10(bb)(5) X
10(h)(3) — Employee Matters Agreement, entered into as of December 31, 2000, between Reliant Energy, Incorporated and Reliant Resources, Inc.
Reliant Energy’s Form 10-Q for the quarter ended March 31, 2001 1-3187 10.5 X
10(h)(4) — Retail Agreement, entered into as of December 31, 2000, between Reliant Energy, Incorporated and Reliant Resources, Inc.
Reliant Energy’s Form 10-Q for the quarter ended March 31, 2001 1-3187 10.6 X
10(h)(5) — Tax Allocation Agreement, entered into as of December 31, 2000, between Reliant Energy, Incorporated and Reliant Resources, Inc.
Reliant Energy’s Form 10-Q for the quarter ended March 31, 2001 1-3187 10.8 X
10(i)(1) — Separation Agreement entered into as of August 31, 2002 between CenterPoint Energy and Texas Genco
CenterPoint Energy’s Form 10-K for the year ended December 31, 2002 1-31447 10(cc)(1) X
10(i)(2) — Transition Services Agreement, dated as of August 31, 2002, between CenterPoint Energy and Texas Genco
CenterPoint Energy’s Form 10-K for the year ended December 31, 2002 1-31447 10(cc)(2) X
10(i)(3) — Tax Allocation Agreement, dated as of August 31, 2002, between CenterPoint Energy and Texas Genco
CenterPoint Energy’s Form 10-K for the year ended December 31, 2002 1-31447 10(cc)(3) X
*10(j)(1) — CenterPoint Energy, Inc. Deferred Compensation Plan, as amended and restated effective January 1, 2003
CenterPoint Energy’s Form 10-Q for the quarter ended June 30, 2003 1-31447 10.2 X
*10(j)(2) — First Amendment to Exhibit 10(j)(1) effective as of January 1, 2008
CenterPoint Energy’s Form 8-K dated February 20, 2008 1-31447 10.4 X
*10(k)(1) — Amended and Restated CenterPoint Energy 2005 Deferred Compensation Plan, effective January 1, 2009
CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 2008 1-31447 10.1 X
*10(k)(2) — First Amendment to Exhibit 10(k)(1) effective March 1, 2022
CenterPoint Energy’s Form 8-K dated April 22, 2022 1-31447 10.10 X
199
Exhibit
Number Description Report or Registration Statement SEC File or
Registration
Number Exhibit
Reference CenterPoint Energy Houston Electric CERC
*10(k)(3) — Second Amendment to Exhibit 10(k)(1) effective May 1, 2022
CenterPoint Energy’s Form 10-Q for the quarter ended March 31, 2022 1-31447 10.11 X
*10(k)(4)
— Third Amendment to Exhibit 10(k)(1) effective October 1, 2023
CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 2023
1-31447
10.1 X
*10(k)(5)
— Partial Termination Amendment to Exhibit 10(k)(1) effective April 1, 2024
CenterPoint Energy Form 10-K for the year ended December 31, 2023
1-31447 10(l) X
*10(l)(1) — CenterPoint Energy Inc., Short Term Incentive Plan, as amended and restated effective January 1, 2022
CenterPoint Energy Form 10-K for the year ended December 31, 2021 1-31447 10(l) X
*10(l)(2)
— First Amendment to Exhibit 10(l)(1) effective as of January 1, 2023
CenterPoint Energy Form 10-K for the year ended December 31, 2022
1-31447
10(l)(2)
X
*10(m)(1) — Amended and Restated CenterPoint Energy Stock Plan for Outside Directors
CenterPoint Energy’s Form 10-Q for the quarter ended March 31, 2018
1-31447 10.1 X
*10(m)(2) First Amendment to Exhibit 10(m)(1), dated as of February 19, 2020
CenterPoint Energy’s Form 10-K for the year ended December 31, 2019 1-31447 10(n)(2) X
†*10(m)(2)
Second Amendment to Exhibit 10(m)(1), dated as of February 14 , 202 5
X
10(n) — City of Houston Franchise Ordinance
CenterPoint Energy’s Form 10-Q for the quarter ended June 30, 2005 1-31447 10.1 X X
10(o)(1) — Amended and Restated HL&P Executive Incentive Compensation Plan effective as of January 1, 1985
CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 2008 1-31447 10.2 X
10(o)(2) — First Amendment to Exhibit 10(o)(1) effective as of January 1, 2008
CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 2008 1-31447 10.3 X
*10(p)(1) — CenterPoint Energy, Inc. 2009 Long Term Incentive Plan
CenterPoint Energy’s Schedule 14A dated March 13, 2009 1-31447 A X
200
Exhibit
Number Description Report or Registration Statement SEC File or
Registration
Number Exhibit
Reference CenterPoint Energy Houston Electric CERC
*10(p)(2) — Form of Performance Award Agreement for 20XX - 20XX Performance Cycle under Exhibit 10(p)(1)
CenterPoint Energy’s Form 10-K for the year ended December 31, 2019 1-31447 10(q)(2) X
*10(p)(3)
— Form of Restricted Stock Unit Award Agreement (Service-Based Vesting) under Exhibit 10(p)(1)
CenterPoint Energy’s Form 10-K for the year ended December 31, 2019 1-31447 10(q)(5) X
*10(p)(4)
— Form of Restricted Stock Unit Award Agreement (Retention, Service-Based Vesting) under Exhibit 10(p)(1)
CenterPoint Energy’s Form 8-K dated June 30, 2020 1-31447 10.4 X
*10(p)(5)
— Form of Performance Award Agreement for the Chief Executive Officer under Exhibit 10(p)(1)
CenterPoint Energy’s Form 8-K dated June 30, 2020 1-31447 10.2 X
*10(p)(6)
— Form of Restricted Stock Unit Award Agreement for the Chief Executive Officer under Exhibit 10(p)(1)
CenterPoint Energy’s Form 8-K dated June 30, 2020 1-31447 10.3 X
*10(p)(7)
— Form of Award Agreement for Performance Share Units for Named Executive Officers (Separation) under Exhibit 10(p)(1)
CenterPoint Energy’s Form 8-K/A dated June 30, 2020 1-31447 10.1 X
*10(p)(8)
— Form of Award Agreement for Restricted Stock Units for Named Executive Officers (Separation) under Exhibit 10(p)(1)
CenterPoint Energy’s Form 8-K/A dated June 30, 2020 1-31447 10.2 X
*10(p)(9)
— Form of Restricted Stock Unit Award Agreement (Service-Based Vesting with Performance Goals) under Exhibit 10(p)(1)
CenterPoint Energy’s Form 10-K for the year ended December 31, 2020 1-31447 10(q)(12) X
*10(p)(10)
— Form of Restricted Stock Unit Award Agreement for CEO (Service-Based Vesting with Performance Goals) under Exhibit 10(p)(1)
CenterPoint Energy’s Form 10-K for the year ended December 31, 2020 1-31447 10(q)(13) X
*10(p)(11)
— Form of Restricted Stock Unit Award Agreement (Fully Vested) under Exhibit 10(p)(1)
CenterPoint Energy’s Form 8-K/A dated February 19, 2020 1-31447 10.1 X
*10(p)(12)
— Form of Restricted Stock Unit Award Agreement for the Chief Executive Officer under Exhibit 10(p)(1)
CenterPoint Energy’s Form 8-K dated July 20, 2021 1-31447 10.1 X
*10(q)(1) — Change in Control Plan
CenterPoint Energy’s Form 8-K dated April 27, 2017 1-31447 10.1 X
*10(q)(2) — First Amendment to Exhibit 10(q)(1)
CenterPoint Energy’s Form 10-K for the year ended December 31, 2020 1-31447 10(t)(2) X
201
Exhibit
Number Description Report or Registration Statement SEC File or
Registration
Number Exhibit
Reference CenterPoint Energy Houston Electric CERC
*10(q)(3) — Second Amendment to Exhibit 10(q)(1)
CenterPoint Energy’s Form 10-K for the year ended December 31, 2021 1-31447 10(q)(3) X
*10(q)(4)
— Third Amendment to Exhibit 10(q)(1)
CenterPoint Energy’s Form 10-Q for the quarter ended March 31, 2024
1-31447 10.1 X
*10(r) — Omnibus Amendment to CenterPoint Energy, Inc. Benefit Plans, dated May 23, 2013
CenterPoint Energy’s Form 10-K for the year ended December 31, 2013 1-31447 10(zz) X
*10(s)(1)
— Vectren Non-Qualified Deferred Compensation Plan, as amended and restated effective January 1, 2001
Vectren’s Form 10-K for the year end December 31, 2001 1-15467 10.32 X
*10(s)(2)
— July 1, 2002 Amendment to Exhibit 10(s)(1)
CenterPoint Energy’s Form 10-K for the year ended December 31, 2023
1-31447 10(s)(2)
X
*10(t)(1)
— Vectren Corporation Non-Qualified Deferred Compensation Plan, effective January 1, 2005
Vectren’s Form 8-K dated September 29, 2008 1-15467 10.3 X
*10(t)(2)
— P artial Termination Amendment to Exhibit 10(t)(1), effective as of January 1, 2005
CenterPoint Energy’s Form 10-Q for the quarter ended March 31, 2024
1-31447 10.2 X
*10(u)(1)
— Vectren Nonqualified Defined Benefit Restoration Plan, as amended and restated effective January 1, 2005
Vectren’s Form 8-K dated December 17, 2008 1-15467 10.2 X
*10(u)(2)
— First Amendment to Exhibit 10(u)(1)
CenterPoint Energy’s Form 10-K for the year ended December 31, 2023
1-31447 10(u)(2)
X
*10(v)
— Vectren Unfunded Supplemental Retirement Plan for a Select Group of Management Employees (As Amended and Restated Effective January 1, 2005)
Vectren’s Form 8-K dated December 17, 2008 1-15467 10.1 X
*10(w)
— Vectren Specimen Waiver, effective October 3, 2013, to the Vectren Unfunded Supplemental Retirement Plan for a Select Group of Management Employees
Vectren’s Form 10-Q for the quarter ended September 30, 2013 1-15467 10.1 X
*10(x)(1)
— CenterPoint Energy, Inc. 2022 Long Term Incentive Plan
CenterPoint Energy’s Definitive Proxy Statement filed on March 11, 2022 1-31447 Appendix A X
*10(x)(2)
— Form of Performance Award Agreement for 20XX-20XX Performance Cycle for the CEO under Exhibit 10( x )(1)
CenterPoint Energy’s 8-K dated April 22, 2022 1-31447 10.2 X
202
Exhibit
Number Description Report or Registration Statement SEC File or
Registration
Number Exhibit
Reference CenterPoint Energy Houston Electric CERC
*10(x)(3)
— Form of Performance Award Agreement for 20XX-20XX Performance Cycle for officers and director employees under Exhibit 10( x )(1)
CenterPoint Energy’s 8-K dated April 22, 2022 1-31447 10.3 X
*10(x)(4)
— Form of Restricted Stock Unit Award Agreement under Exhibit 10( x )(1)
CenterPoint Energy’s 8-K dated April 22, 2022 1-31447 10.4 X
*10(x)(5)
— Form of Restricted Stock Unit Award Agreement for the CEO (with Performance Goals) under Exhibit 10( x )(1)
CenterPoint Energy’s 8-K dated April 22, 2022 1-31447 10.5 X
*10(x)(6)
— Form of Restricted Stock Unit Award Agreement for Officers and Director Employees (with Performance Goals) under Exhibit 10( x )(1)
CenterPoint Energy’s 8-K dated April 22, 2022 1-31447 10.7 X
*10(x)(7)
— Form of Restricted Stock Unit Award Agreement for the CEO under Exhibit 10( x )(1)
CenterPoint Energy’s 8-K dated April 22, 2022 1-31447 10.8 X
*10(x)(8)
— Form of Performance Award Agreement for the President and Chief Operating Officer under Exhibit 10( x )(1)
CenterPoint Energy’s 10-K for the year ended December 31, 2022
1-31447
10(ee)(9)
X
*10(x)(9)
— Form of Restricted Stock Unit Award Agreement for President and Chief Operating Officer (with Performance Goals) under Exhibit 10( x )(1)
CenterPoint Energy’s 10-K for the year ended December 31, 2022
1-31447
10(ee)(10)
X
*10(x)(10)
— Form of Restricted Stock Unit Award Agreement under Exhibit 10( x )(1)
CenterPoint Energy’s Form 8-K dated March 15, 2023
1-31447
10.2 X
*10(x)(11)
— Form of Award Agreement for Performance Share Units for Officer and Director Employees under Exhibit 10(x)(1)
CenterPoint Energy’s Form 8-K dated September 27, 2023
1-31447
10.1 X
*10(x)(12)
Form of Award Agreement for Restricted Stock Units for Officer and Director under Exhibit 10(x)(1)
CenterPoint Energy’s Form 8-K dated September 27, 2023
1-31447
10.2 X
*10(x)(13)
Form of Restricted Stock Unit Award Agreement for Officers and Director Employees (with Performance Goals) under Exhibit 10( x )(1)
CenterPoint Energy’s 10-K for the year ended December 31, 2023
1-31447
10(cc)(13)
X
*10(x)(14)
Form of Performance Award Agreement for Officers and Director Employees under Exhibit 10( x )(1)
CenterPoint Energy’s 10-K for the year ended December 31, 2023
1-31447
10(cc)(14)
X
*10(x)(15)
Form of Restricted Stock Unit Award Agreement under Exhibit 10( x )(1)
CenterPoint Energy’s 10-K for the year ended December 31, 2023
1-31447
10(cc)(15)
X
203
Exhibit
Number Description Report or Registration Statement SEC File or
Registration
Number Exhibit
Reference CenterPoint Energy Houston Electric CERC
10(y)(1)
— $2,400,000,000 Amended and Restated Credit Agreement dated as of December 6, 2022 among CenterPoint Energy, Inc., as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, the financial institutions as bank parties thereto and the other parties thereto
CenterPoint Energy’s 8-K dated December 6, 2022 1-31447 10.1 X
10(y)(2)
— First Amendment to Exhibit 10( y )(1), dated as of July 26, 2023
CenterPoint Energy’s Form 10-Q for the quarter ended June 30, 2023
1-31447
10.1 X
10(z)
— $300,000,000 Credit Agreement dated as of December 6, 2022 among CenterPoint Energy Houston Electric, LLC, as Borrower, Mizuho Bank, Ltd., as Administrative Agent, the financial institutions as bank parties thereto and the other parties thereto
CenterPoint Energy’s 8-K dated December 6, 2022 1-31447 10.2 X
10(aa)
— $1,050,000,000 Credit Agreement dated as of December 6, 2022 among CenterPoint Energy Resources Corp., as Borrower, Wells Fargo Bank, National Association, as Administrative Agent, the financial institutions as bank parties thereto and the other parties thereto
CenterPoint Energy’s 8-K dated December 6, 2022 1-31447 10.3 X
10(bb)
— $250,000,000 Credit Agreement dated as of December 6, 2022 among Southern Indiana Gas and Electric Company, as Borrower, Wells Fargo Bank, National Association, as Administrative Agent, the financial institutions as bank parties thereto and the other parties thereto
CenterPoint Energy’s 8-K dated December 6, 2022 1-31447 10.4 X
10(cc)
— Term Loan Agreement dated as of June 24, 2024 among CenterPoint Energy Houston Electric, LLC as borrower, Mizuho Bank, Ltd., as administrative agent, and the banks party thereto
CenterPoint Energy’s Form 8-K dated June 24, 2024 1-31447 10.1 X
X
10(dd)
— Christopher A. Foster Offer Letter
CenterPoint Energy’s Form 8-K dated March 15, 2023
1-31447
10.1 X
10(ee)
— Bond Purchase Agreement dated March 15, 2023 among SIGECO and the purchasers listed on Schedule B thereto
CenterPoint Energy’s Form 8-K dated March 15, 2023
1-31447
10.1 X
204
Exhibit
Number Description Report or Registration Statement SEC File or
Registration
Number Exhibit
Reference CenterPoint Energy Houston Electric CERC
10(ff)
— Bond Purchase Agreement dated October 13, 2023 among SIGECO and the purchasers listed on Schedule B thereto
CenterPoint Energy’s Form 8-K dated October 13, 2023
1-31447
10.1 X
10(gg)
— Bond Purchase Agreement dated August 29, 2024 among Southern Indiana Gas and Electric Company and the purchasers listed on Schedule B thereto
CenterPoint Energy’s Form 8-K dated August 29, 2024 1-31447 10.1 X
10(hh)
— Equity Distribution Agreement, dated January 10, 2024, among CenterPoint Energy, Inc. and BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc. and RBC Capital Markets, LLC, as managers, Bank of America, N.A., Barclays Bank PLC, Citibank, N.A., Goldman Sachs & Co. LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, MUFG Securities EMEA plc and Royal Bank of Canada, as forward purchasers, and BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc. and RBC Capital Markets, LLC, as forward sellers
CenterPoint Energy’s Form 8-K dated January 10, 2024 1-31447 1.1 X
†19
— Insider Trading Policy
X
†21.1 — Subsidiaries of CenterPoint Energy
X
†21.2 — Subsidiaries of CERC Corp.
X
†23.1.1 — Consent of Deloitte & Touche LLP
X
†23.1.2 — Consent of Deloitte & Touche LLP
X
†23.1.3 — Consent of Deloitte & Touche LLP
X
†31.1.1 — Rule 13a-14(a)/15d-14(a) Certification of Jason P. Wells
X
†31.1.2 — Rule 13a-14(a)/15d-14(a) Certification of Darin M. Carrol l
X
†31.1.3 — Rule 13a-14(a)/15d-14(a) Certification of Richard C. Le ger
X
†31.2.1 — Rule 13a-14(a)/15d-14(a) Certification of Christopher A. Foster
X
205
Exhibit
Number Description Report or Registration Statement SEC File or
Registration
Number Exhibit
Reference CenterPoint Energy Houston Electric CERC
†31.2.2
Rule 13a-14(a)/15d-14(a) Certification of Christopher A. Foster
X
†31.2.3
Rule 13a-14(a)/15d-14(a) Certification of Christopher A. Foster
X
†32.1.1 — Section 1350 Certification of Jason P. Wells
X
†32.1.2 — Section 1350 Certification of Darin M. Carroll
X
†32.1.3 — Section 1350 Certification of Richard C. Le ger
X
†32.2.1 — Section 1350 Certification of Christopher A. Foster
X
†32.2.2
— Section 1350 Certification of Christopher A. Foster
X
†32.2.3
— Section 1350 Certification of Christopher A. Foster
X
97.1
— CenterPoint Energy’s Executive Officer Recovery Policy
CenterPoint Energy’s 10-K for the year ended December 31, 2023
1-31447
97.1
X
97.2
— Houston Electric’s Amended and Restated Executive Officer Recovery Policy
CenterPoint Energy’s 10-K for the year ended December 31, 2023
1-31447
97.2
X
97.3
— CERC’s Amended and Restated Executive Officer Recovery Policy
CenterPoint Energy’s 10-K for the year ended December 31, 2023
1-31447
97.3
X
†101.INS — Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document X X X
†101.SCH — Inline XBRL Taxonomy Extension Schema Document X X X
†101.CAL — Inline XBRL Taxonomy Extension Calculation Linkbase Document X X X
†101.DEF — Inline XBRL Taxonomy Extension Definition Linkbase Document
X X X
†101.LAB — Inline XBRL Taxonomy Extension Labels Linkbase Document
X X X
†101.PRE — Inline XBRL Taxonomy Extension Presentation Linkbase Document
X X X
†104 — Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
X X X
206
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on the 20th day of February, 2025.
CENTERPOINT ENERGY, INC.
(Registrant)
By: /s/ JASON P. WELLS
Jason P. Wells
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 20, 2025.
Signature Title
/s/ JASON P. WELLS
President, Chief Executive Officer and Director
Jason P. Wells
(Principal Executive Officer and Director)
/s/ CHRISTOPHER A. FOSTER Executive Vice President and Chief Financial Officer
Christopher A. Foster (Principal Financial Officer)
/s/ KRISTIE L. COLVIN
Senior Vice President and Chief Accounting Officer
Kristie L. Colvin
(Duly Authorized Officer and Principal Accounting Officer)
/s/ WENDOLYNN MONTOYA CLOONAN Director
Wendolynn Montoya Cloonan
/s/ EARL M. CUMMINGS Director
Earl M. Cummings
/s/ BARBARA J. DUGANIER
Director
Barbara J. Duganier
/s/ CHRISTOPHER H. FRANKLIN Director
Christopher H. Franklin
/s/ RAQUELLE W. LEWIS Director
Raquelle W. Lewis
/s/ THADDEUS J. MALIK
Director
Thaddeus J. Malik
/s/ THEODORE F. POUND Director
Theodore F. Pound
/s/ RICKY A. RAVEN
Director
Ricky A. Raven
/s/ DEAN L. SEAVERS
Director
Dean L. Seavers
/s/ PHILLIP R. SMITH Director
Phillip R. Smith
207
CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC
(Registrant)
By: /s/ DARIN M. Carroll
Darin M. Carroll
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 20, 2025.
Signature Title
/s/ DARIN M. Carroll
President, and Chief Executive Officer
Darin M. Carroll
(Principal Executive Officer)
/s/ CHRISTOPHER A. FOSTER Executive Vice President and Chief Financial Officer
Christopher A. Foster
(Principal Financial Officer)
/s/ KRISTIE L. COLVIN
Senior Vice President and Chief Accounting Officer
Kristie L. Colvin
(Duly Authorized Officer and Principal Accounting Officer)
CENTERPOINT ENERGY RESOURCES CORP.
(Registrant)
By: /s/ RICHARD C. LEGER
Richard C. Leger
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 20, 2025.
Signature Title
/s/ RICHARD C. LEGER
President and Chief Executive Officer
Richard C. Leger
(Principal Executive Officer and Director)
/s/ CHRISTOPHER A. FOSTER Executive Vice President and Chief Financial Officer
Christopher A. Foster
(Principal Financial Officer)
/s/ KRISTIE L. COLVIN
Senior Vice President and Chief Accounting Officer
Kristie L. Colvin
(Duly Authorized Officer and Principal Accounting Officer)
208