25 unchanged sentences
Combined Notes to Consolidated Financial Statements
−Removed: (1) Background
+Added: (1) Background and Basis of Presentation
(2) Summary of Significant Accounting Policies
(3) Property, Plant and Equipment
−Removed: (4) Held for Sale and Divestitures
−Removed: (5) Revenue Recognition
+Added: (4) Held for Sale, Divestitures and Acquisition (CenterPoint Energy and CERC)
(6) Goodwill 129
2 unchanged sentences
(9) Fair Value Measurements
−Removed: (10) Equity Securities and Indexed Debt Securities (ZENS)
+Added: (10) Equity Securities and Indexed Debt Securities (ZENS) (CenterPoint Energy)
(12) Short-term Borrowings and Long-term Debt
3 unchanged sentences
(16) Reportable Segments
−Removed: (17) Supplemental Disclosure of Cash Flow and Balance Sheet
+Added: (17) Supplemental Disclosure of Cash Flow and Balance Sheet Information
(18) Related Party Transactions (Houston Electric and CERC)
19 unchanged sentences
Critical Audit Matter
−Removed: The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments.
+Added: The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
19 unchanged sentences
We evaluated relevant external information and compared it to certain recorded regulatory asset and liability balances for completeness.
−Removed: • For certain regulatory matters, we inspected the Company’s filings with the Commissions and the filings with the Commissions by intervenors to assess the likelihood of recovery in future rates or of a future reduction in rates based on precedents of the Commissions’ treatment of similar costs under similar circumstances.
+Added: • For certain regulatory matters, we inspected the Company’s filings with the Commissions to assess the likelihood of recovery in future rates or of a future reduction in rates based on precedents of the Commissions’ treatment of similar costs under similar circumstances.
/s/ DELOITTE & TOUCHE LLP
19 unchanged sentences
Other Income (Expense):
+Added: ( 49 ) — ( 13 )
Gain (loss) on equity securities ( 51 ) 20 31
Gain (loss) on indexed debt securities 55 ( 14 ) ( 27 )
−Removed: Gain (loss) on sale — ( 13 ) 303
Interest expense and other finance charges ( 882 ) ( 818 ) ( 684 )
Interest expense on Securitization Bonds ( 21 ) ( 20 ) ( 17 )
−Removed: Other income (expense), net 56 37 ( 26 )
+Added: Other income, net
Total ( 863 ) ( 776 ) ( 673 )
19 unchanged sentences
Adjustment to pension and other postemployment plans (net of tax expense (benefit) of $ 0 , $ 4 and $( 1 ), respectively)
+Added: ( 8 ) 15 ( 5 )
Net deferred gain from cash flow hedges (net of tax of $ 0 , $ 0 and $ 0 )
Reclassification of deferred (gain) loss from cash flow hedges realized in net income (net of tax of $ 0 , $ 0 and $ 0 )
+Added: ( 1 ) ( 1 ) —
Total ( 9 ) 18 ( 4 )
13 unchanged sentences
Accrued unbilled revenues ($ 4 and $ 2 related to VIEs, respectively), less allowance for credit losses of $ 2 and $ 2 , respectively
−Removed: Natural gas and coal inventory 173 197
Materials and supplies 517 541
+Added: Natural gas and coal inventory 215 173
Taxes receivable 36 121
29 unchanged sentences
Taxes accrued 344 329
−Removed: Interest accrued 274 236
+Added: Interest accrued ($ 7 and $ 2 related to VIEs, respectively)
Dividends accrued 150 143
−Removed: Customer deposits 93 111
+Added: Customer deposits ($ 2 and $ 0 related to VIEs, respectively)
Current liabilities held for sale
−Removed: Other current liabilities 525 519
+Added: Other current liabilities ($ 15 and $ 0 related to VIEs, respectively)
Total current liabilities 6,260 4,045
29 unchanged sentences
Deferred income taxes 122 221 31
−Removed: Loss (gain) on divestitures — 13 ( 303 )
Loss (gain) on equity securities 51 ( 20 ) ( 31 )
Loss (gain) on indexed debt securities ( 55 ) 14 27
−Removed: Pension contributions ( 30 ) ( 32 ) ( 35 )
+Added: Pension and postretirement contributions
+Added: ( 130 ) ( 30 ) ( 32 )
Changes in other assets and liabilities:
1 unchanged sentence
Inventory ( 17 ) 42 167
−Removed: Taxes receivable ( 27 ) ( 74 ) ( 19 )
Accounts payable ( 15 ) 210 ( 302 )
−Removed: Current regulatory assets and liabilities
+Added: Other current assets
146 ( 118 ) 1,183
−Removed: Non-current regulatory assets and liabilities
+Added: Other current liabilities
+Added: Other non-current assets
( 131 ) ( 642 ) ( 62 )
−Removed: Other current assets and liabilities 101 162 ( 5 )
−Removed: Other non-current assets and liabilities ( 30 ) 72 109
+Added: Other non-current liabilities
+Added: 157 ( 32 ) 25
Other operating activities, net ( 84 ) 14 60
2 unchanged sentences
Capital expenditures ( 4,870 ) ( 4,513 ) ( 4,401 )
−Removed: Proceeds from sale of equity securities, net of transaction costs — — 702
+Added: Payment for asset acquisition
Proceeds from divestitures
2 unchanged sentences
Cash Flows from Financing Activities:
−Removed: Increase (decrease) in short-term borrowings, net ( 4 ) ( 10 ) 452
−Removed: Payment of obligation for finance lease — — ( 485 )
+Added: Decrease in short-term borrowings, net
+Added: ( 3 ) ( 4 ) ( 10 )
Payments of commercial paper, net
9 unchanged sentences
Other financing activities, net 39 ( 28 ) ( 25 )
−Removed: Net cash provided by (used in) financing activities 2,271 374 ( 345 )
+Added: Net cash provided by financing activities
+Added: 1,549 2,271 374
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash 19 ( 79 ) 18
8 unchanged sentences
Shares Amount Shares Amount Shares Amount
−Removed: (in millions of dollars and shares, except authorized shares and per share amounts)
+Added: (in millions of dollars and shares, except authorized shares and par value)
Cumulative Preferred Stock, $ 0.01 par value;
20 unchanged sentences
Series A Preferred Stock dividends declared (see Note 11)
−Removed: — ( 42 ) ( 49 )
Balance, end of year 2,043 1,572 1,092
25 unchanged sentences
Critical Audit Matter
−Removed: The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments.
+Added: The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
9 unchanged sentences
Decisions to be made by the PUCT in the future will impact the accounting for regulated operations, including decisions about the amount of allowable costs and return on invested capital included in rates and any refunds that may be required.
−Removed: While the Company has
−Removed: indicated it expects to recover costs from customers through regulated rates, there is a risk that the PUCT will not approve:
+Added: While the Company has indicated it expects to recover costs from customers through regulated rates, there is a risk that the PUCT will not approve:
full recovery of the costs of providing utility service, or (2) full recovery of all amounts invested in the utility business and a reasonable return on that investment.
7 unchanged sentences
We evaluated relevant external information and compared it to certain recorded regulatory asset and liability balances for completeness.
−Removed: • For certain regulatory matters, we inspected the Company’s filings with the PUCT and the filings with the PUCT by intervenors to assess the likelihood of recovery in future rates or of a future reduction in rates based on precedents of the PUCT’s treatment of similar costs under similar circumstances.
+Added: • For certain regulatory matters, we inspected the Company’s filings with the PUCT to assess the likelihood of recovery in future rates or of a future reduction in rates based on precedents of the PUCT’s treatment of similar costs under similar circumstances.
/s/ DELOITTE & TOUCHE LLP
30 unchanged sentences
Net income $ 578 $ 546 $ 593
−Removed: Other comprehensive income:
+Added: Other comprehensive loss:
Adjustment to pension and other postretirement plans (net of tax of $ 0 , $ 0 and $ 0 )
+Added: ( 1 ) ( 1 ) —
Total ( 1 ) ( 1 ) —
9 unchanged sentences
Accounts and notes receivable, net ($ 5 and $ 0 related to VIEs, respectively), less allowance for credit losses of $ 2 and $ 2 , respectively
+Added: Accrued unbilled revenues ($ 3 and $ 0 related to VIEs, respectively)
Accounts and notes receivable—affiliated companies 4 371
−Removed: Accrued unbilled revenues 137 142
Materials and supplies 357 392
−Removed: Taxes receivable — 38
Prepaid expenses and other current assets ($ 4 and $ 0 related to VIEs, respectively)
9 unchanged sentences
Total Assets $ 21,578 $ 19,712
−Removed: See Combined Notes to Consolidated Financial Statements
−Removed: CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC AND SUBSIDIARIES
−Removed: (AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)
−Removed: CONSOLIDATED BALANCE SHEETS – (continued)
−Removed: December 31, 2024 December 31, 2023
−Removed: (in millions)
LIABILITIES AND MEMBER’S EQUITY
2 unchanged sentences
Current portion of VIE Securitization Bonds long-term debt 27 —
+Added: Current portion of other long-term debt 300 —
Accounts payable 579 681
−Removed: Accounts payable—affiliated companies
+Added: Accounts and notes payable—affiliated companies
Taxes accrued 265 189
−Removed: Interest accrued 108 99
−Removed: Other current liabilities 144 111
+Added: Interest accrued ($ 5 and $ 0 related to VIEs, respectively)
+Added: Other current liabilities ($ 17 and $ 0 related to VIEs, respectively)
Total current liabilities 2,153 1,741
6 unchanged sentences
Long-Term Debt, net:
+Added: VIE Securitization Bonds, net 369 —
+Added: Other long-term debt, net 8,883 8,322
+Added: Total long-term debt, net
Commitments and Contingencies (Note 14)
24 unchanged sentences
Accounts payable ( 152 ) 89 ( 60 )
−Removed: Taxes receivable 38 ( 38 ) —
−Removed: Current regulatory assets and liabilities
−Removed: Non-current regulatory assets and liabilities
+Added: Other current assets
( 1 ) 7 ( 48 )
−Removed: Other current assets and liabilities 43 28 ( 20 )
−Removed: Other non-current assets and liabilities ( 8 ) 35 ( 25 )
+Added: Other current liabilities
+Added: Other non-current assets
+Added: ( 217 ) ( 587 ) ( 87 )
+Added: Other non-current liabilities
+Added: 23 ( 29 ) ( 14 )
Other operating activities, net ( 24 ) 3 ( 12 )
2 unchanged sentences
Capital expenditures ( 2,831 ) ( 2,642 ) ( 2,279 )
−Removed: Increase in notes receivable–affiliated companies
+Added: Decrease (increase) in notes receivable–affiliated companies
368 ( 130 ) ( 238 )
7 unchanged sentences
Payment of debt issuance costs ( 18 ) ( 8 ) ( 13 )
−Removed: Contribution from parent 844 885 1,143
Dividend to parent
( 298 ) ( 339 ) ( 367 )
−Removed: Payment of obligation for finance lease — — ( 485 )
+Added: Contribution from parent 94 844 885
Other financing activities, net 56 ( 1 ) ( 2 )
15 unchanged sentences
Balance, beginning of year 5,589 4,745 3,860
−Removed: Non-cash contribution from parent — — 38
Contribution from parent 94 844 885
8 unchanged sentences
Other comprehensive loss
+Added: ( 1 ) ( 1 ) —
Balance, end of year ( 2 ) ( 1 ) —
22 unchanged sentences
Critical Audit Matter
−Removed: The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments.
+Added: The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
8 unchanged sentences
The Commissions’ regulation of rates is premised on the full recovery of prudently incurred costs and a reasonable rate of return on invested capital.
−Removed: Decisions to be made by the Commissions in the future will impact the accounting for regulated operations, including decisions about the
−Removed: amount of allowable costs and return on invested capital included in rates and any refunds that may be required.
−Removed: While the Company has indicated it expects to recover costs from customers through regulated rates, there is a risk that the Commissions will not approve:
+Added: Decisions to be made by the Commissions in the future will impact the accounting for regulated operations, including decisions about the amount of allowable costs and return on invested capital included in rates and any refunds that may be required.
+Added: Company has indicated it expects to recover costs from customers through regulated rates, there is a risk that the Commissions will not approve:
(1) full recovery of the costs of providing utility service, or (2) full recovery of all amounts invested in the utility business and a reasonable return on that investment.
7 unchanged sentences
We evaluated relevant external information and compared it to certain recorded regulatory asset and liability balances for completeness.
−Removed: • For certain regulatory matters, we inspected the Company’s filings with the Commissions and the filings with the Commissions by intervenors to assess the likelihood of recovery in future rates or of a future reduction in rates based on precedents of the Commissions’ treatment of similar costs under similar circumstances.
+Added: • For certain regulatory matters, we inspected the Company’s filings with the Commissions to assess the likelihood of recovery in future rates or of a future reduction in rates based on precedents of the Commissions’ treatment of similar costs under similar circumstances.
/s/ DELOITTE & TOUCHE LLP
22 unchanged sentences
Interest expense and other finance charges ( 194 ) ( 197 ) ( 178 )
−Removed: Other income (expense), net 12 14 ( 64 )
+Added: Other income, net
Total ( 123 ) ( 185 ) ( 164 )
11 unchanged sentences
Net income $ 639 $ 540 $ 512
−Removed: Other comprehensive income:
−Removed: Adjustment to pension and other postretirement plans (net of tax of $- 0 -, $- 0 - and $ 4 )
+Added: Other comprehensive income (loss):
+Added: Adjustment to pension and other postretirement plans (net of tax benefit of $ 1 , $ 0 and $ 0 )
+Added: Total ( 2 ) 1 —
Comprehensive income $ 637 $ 541 $ 512
10 unchanged sentences
Accrued unbilled revenue, less allowance for credit losses of $ 2 and $ 2 , respectively
−Removed: Accounts and notes receivable — affiliated companies 6 43
+Added: Accounts receivable—affiliated companies
Material and supplies 114 105
24 unchanged sentences
Current Liabilities:
−Removed: Short-term borrowings $ — $ 4
Current portion of long-term debt $ 60 $ 10
Accounts payable 480 405
−Removed: Accounts payable–affiliated companies
+Added: Accounts and notes payable—affiliated companies
Taxes accrued 165 150
33 unchanged sentences
Deferred income taxes 8 55 ( 41 )
−Removed: Gain on divestitures — — ( 557 )
Changes in other assets and liabilities:
2 unchanged sentences
Inventory ( 34 ) 6 101
−Removed: Taxes receivable 55 ( 89 ) —
Accounts payable 134 43 ( 250 )
−Removed: Current regulatory assets and liabilities
+Added: Other current assets
124 ( 26 ) 1,050
−Removed: Non-current regulatory assets and liabilities
+Added: Other current liabilities
+Added: Other non-current assets
152 ( 122 ) 13
−Removed: Other current assets and liabilities 24 85 13
−Removed: Other non-current assets and liabilities ( 2 ) ( 1 ) ( 2 )
+Added: Other non-current liabilities
Other operating activities, net ( 35 ) ( 24 ) 21
9 unchanged sentences
Cash Flows from Financing Activities:
−Removed: Increase (decrease) in short-term borrowings, net
+Added: Decrease in short-term borrowings, net
( 3 ) ( 4 ) ( 10 )
−Removed: Payments of commercial paper, net
+Added: Proceeds from (payments of) commercial paper, net
( 40 ) 115 ( 321 )
Proceeds from long-term debt and term loans, net
−Removed: 399 2,006 927
Payments of long-term debt and term loans
1 unchanged sentence
Increase in notes payable-affiliated companies
−Removed: — — ( 1,517 )
Payments of debt issuance costs
— ( 3 ) ( 14 )
−Removed: Contribution from parent 290 500 289
−Removed: Dividends to parent
+Added: Dividend to parent
( 730 ) ( 442 ) ( 496 )
+Added: Contribution from parent
Other financing activities, net ( 1 ) ( 3 ) ( 1 )
16 unchanged sentences
Balance, beginning of year 4,519 4,229 3,729
−Removed: Non-cash contribution from parent — — 54
Contribution from parent — 290 500
−Removed: Dividend to parent for sale of Arkansas and Oklahoma Natural Gas businesses — — ( 720 )
Balance, end of year 4,519 4,519 4,229
6 unchanged sentences
Balance, beginning of year 17 16 16
−Removed: Other comprehensive income
+Added: Other comprehensive income (loss)
Balance, end of year 15 17 16
11 unchanged sentences
Information contained herein relating to any individual Registrant is filed by such Registrant solely on its own behalf.
−Removed: Each registrant makes no representation as to information relating exclusively to the other registrants or the subsidiaries of CenterPoint Energy, Inc.
+Added: No Registrant makes any representation as to information relating exclusively to the other Registrants or the subsidiaries of CenterPoint Energy, Inc.
other than itself or its subsidiaries.
6 unchanged sentences
CenterPoint Energy’s operating subsidiaries own and operate electric transmission, distribution and generation facilities and natural gas distribution systems.
−Removed: As of December 31, 2024, CenterPoint Energy’s operating subsidiaries were as follows:
−Removed: • Houston Electric owns and operates electric transmission and distribution facilities in the Texas Gulf Coast area that includes the city of Houston;
−Removed: (i) directly owns and operates natural gas distribution systems in Louisiana, Minnesota, Mississippi and Texas, (ii) indirectly, through Indiana Gas and CEOH, owns and operates natural gas distribution systems in Indiana and Ohio, respectively, and (iii) owns and operates permanent pipeline connections through interconnects with various interstate and intrastate pipeline companies through CEIP;
−Removed: • SIGECO provides energy delivery services to electric and natural gas customers located in and near Evansville in southwestern Indiana and owns and operates electric generation assets to serve its electric customers and optimizes those assets in the wholesale power market.
+Added: As of December 31, 2025, CenterPoint Energy’s indirect, wholly-owned operating subsidiaries included:
+Added: • Houston Electric, which 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;
+Added: • CERC Corp., which (i) directly owns and operates natural gas distribution systems in Minnesota and Texas, (ii) indirectly, through Indiana Gas and CEOH, owns and operates natural gas distribution systems in Indiana and Ohio, respectively, and (iii) owns and operates permanent pipeline connections through interconnects with various interstate and intrastate pipeline companies through CEIP;
+Added: • SIGECO, which provides energy delivery services to electric and natural gas customers located in and near Evansville in southwestern Indiana and owns and operates electric generation assets to serve its electric customers and optimizes those assets in the wholesale power market.
As of December 31, 2025, CenterPoint Energy’s reportable segments were Electric, Natural Gas, and Corporate and Other.
1 unchanged sentence
For a description of CenterPoint Energy’s reportable segments, see Note 16.
−Removed: On June 30, 2023, CenterPoint Energy completed the sale of its indirect subsidiary, Energy Systems Group, to an unaffiliated third party.
−Removed: On February 19, 2024, CenterPoint Energy, through its subsidiary CERC Corp., entered into the LAMS Asset Purchase Agreement to sell its Louisiana and Mississippi natural gas LDC businesses.
−Removed: The transaction is expected to close in the first quarter of 2025.
−Removed: For additional information, see Note 4.
+Added: On March 7, 2025, SIGECO acquired 100 % of the equity interests in Posey Solar, which was constructing a 191 MW solar array in Posey County, Indiana, for approximately $ 357 million.
+Added: On March 31, 2025, CenterPoint Energy, through its subsidiary CERC Corp., completed the sale of its Louisiana and Mississippi natural gas LDC businesses for approximately $ 1.2 billion.
+Added: On October 20, 2025, CenterPoint Energy, through CERC Corp., entered into the Ohio Securities Purchase Agreement to sell all of the issued and outstanding equity interests in CEOH for total consideration of approximately $ 2.62 billion, subject to adjustment as set forth in the Ohio Securities Purchase Agreement.
+Added: The transaction is expected to close in the fourth quarter of 2026, subject to the satisfaction of customary closing conditions.
+Added: For further information, see Note 4.
Principles of Consolidation.
3 unchanged sentences
however, intercompany profits have not been eliminated when such amounts are probable of recovery under the affiliates’ rate regulation process.
−Removed: As of December 31, 2024, CenterPoint Energy, Houston Electric and SIGECO had VIEs including Bond Company IV and the SIGECO Securitization Subsidiary, which are consolidated.
−Removed: The consolidated VIEs are wholly-owned, bankruptcy-remote, special purpose entities that were formed solely for the purpose of securitizing transition property or facilitating the securitization financing of qualified costs.
−Removed: CenterPoint Energy, through SIGECO, has a controlling financial interest in the SIGECO Securitization Subsidiary and is the VIE’s primary beneficiary.
+Added: As of December 31, 2025, CenterPoint Energy, Houston Electric and SIGECO had VIEs including Transition Bond Company IV, Restoration Bond Company II and the SIGECO Securitization Subsidiary, which are consolidated.
+Added: consolidated VIEs are wholly-owned, bankruptcy-remote, special purpose entities that were formed solely for the purpose of securitizing transition property or system restoration property or facilitating the securitization financing of qualified costs.
+Added: CenterPoint Energy, through SIGECO, has a controlling financial interest in the SIGECO Securitization Subsidiary and is its primary beneficiary.
+Added: Houston Electric has a controlling financial interest in each of Transition Bond Company IV and Restoration Bond Company II and is the primary beneficiary of each.
+Added: Creditors of CenterPoint Energy, Houston Electric and SIGECO have no recourse to any assets or revenues of Transition Bond Company IV and Restoration Bond Company II or the SIGECO Securitization Subsidiary, as applicable.
+Added: The Securitization Bonds issued by these VIEs are payable only from and secured by transition property, system restoration property or securitization property, as applicable, and the bondholders have no recourse to the general credit of CenterPoint Energy, Houston Electric or SIGECO.
For further information, see Note 7.
−Removed: Houston Electric has a controlling financial interest in Bond Company IV and is the VIE’s primary beneficiary.
−Removed: Creditors of CenterPoint Energy, Houston Electric and SIGECO have no recourse to any assets or revenues of Bond Company IV or the SIGECO Securitization Subsidiary, as applicable.
−Removed: The Securitization Bonds issued by these VIEs are payable only from and secured by transition or securitization property, as applicable, and the bondholders have no recourse to the general credit of CenterPoint Energy, Houston Electric or SIGECO.
(2) Summary of Significant Accounting Policies
19 unchanged sentences
For purposes of reporting cash flows, the Registrants consider cash equivalents to be short-term, highly-liquid investments with maturities of three months or less from the date of purchase.
−Removed: Cash and cash equivalents held by the Bond Companies and the SIGECO Securitization Subsidiary (VIEs) solely to support servicing the Securitization Bonds as of December 31, 2024 and 2023 are reflected on CenterPoint Energy’s and Houston Electric’s Consolidated Balance Sheets.
+Added: Cash and cash equivalents held by the Bond Companies and the SIGECO Securitization Subsidiary solely to support servicing the Securitization Bonds as of December 31, 2025 and 2024 are reflected on CenterPoint Energy’s and Houston Electric’s Consolidated Balance Sheets.
In connection with the issuance of Securitization Bonds, CenterPoint Energy and Houston Electric were required to establish restricted cash accounts to collateralize the bonds that were issued in these financing transactions.
5 unchanged sentences
Account balances are charged off against the allowance when management determines it is probable that the receivable will not be recovered.
−Removed: See Note 7 for further information about regulatory deferrals of bad debt expense, including those related to COVID-19 and the February 2021 Winter Storm Event.
+Added: See Note 7 for further information about regulatory deferrals of bad debt expense, including those related to the February 2021 Winter Storm Event.
(g) Inventory
4 unchanged sentences
Certain natural gas in storage at CenterPoint Energy’s and CERC’s utilities are recorded using the last in, first out (LIFO) method.
−Removed: CenterPoint Energy’s and CERC’s balances in inventory that were valued using LIFO method were as follows:
+Added: CenterPoint Energy’s and CERC’s balances in inventory that were valued using LIFO method were as follows for the periods presented:
Year Ended December 31,
−Removed: 2024 2023 (1) 2024 2023 (1)
CenterPoint Energy CERC
1 unchanged sentence
LIFO inventory $ 104 $ 94 $ 84 $ 73
−Removed: (1) Based on the average cost of gas purchased during December 2024, CenterPoint Energy’s cost of replacing inventories carried at LIFO cost was $ 1 million less than the carrying value at December 31, 2024.
−Removed: CERC’s cost of replacing inventories carried at LIFO cost was $ 4 million more than the carrying value at December 31, 2024.
+Added: (1) Based on the average cost of gas purchased during December 2025, both CenterPoint Energy’s and CERC’s cost of replacing inventories carried at LIFO cost was $ 16 million higher than the carrying value at December 31, 2025.
(h) Long-lived Assets
11 unchanged sentences
The quantitative test, if required, is performed by comparing the fair value of each reporting unit with the carrying amount of the reporting unit, including goodwill.
−Removed: The estimated fair value of the reporting unit is primarily determined based on an income approach or a weighted combination of income and market approaches.
+Added: The estimated fair value of the reporting unit is primarily determined based on a weighted combination of income and market approaches.
When the carrying amount is in excess of the estimated fair value of the reporting unit, the excess amount is recorded as an impairment charge, not to exceed the carrying amount of goodwill.
7 unchanged sentences
In addition, a portion of the amount of removal costs collected from customers that relate to AROs has been reflected as an asset retirement liability in accordance with accounting guidance for AROs.
+Added: The Registrants account for an ARO at fair value in the period during which the legal obligation is incurred if a reasonable estimate of fair value and its settlement date can be made.
+Added: When an ARO is recorded, the associated asset retirement costs are capitalized as part of the carrying amount of the related long-lived asset.
+Added: The Registrants recognize a regulatory asset or liability for the timing differences between the recognition of expenses and costs recovered through the ratemaking process.
+Added: The estimates of future liabilities are developed using a discounted cash flow model based upon estimates and assumptions of future costs, interest rates, credit-adjusted risk-free rates and the estimated timing of settlement.
For further detail on the Registrants’ regulatory assets and liabilities, see Note 7.
23 unchanged sentences
Lease income and expense for operating leases and ROU amortization for finance leases are recognized on a straight-line basis over the lease term.
−Removed: The Registrants have lease agreements with lease and non-lease components and have elected the practical expedient to combine lease and non-lease components for certain classes of leases, such as office buildings and temporary generation.
+Added: The Registrants have lease agreements with lease and non-lease components and have elected the practical expedient to combine lease and non-lease components for certain classes of leases, such as office buildings and TEEEF.
For classes of leases in which lease and non-lease components are not combined, consideration is allocated between components based on the stand-alone prices.
5 unchanged sentences
The Registrants’ operating lease agreements are primarily equipment and real property leases, including land and office facility leases.
−Removed: CenterPoint Energy and Houston Electric also have finance lease agreements for temporary generation.
+Added: CenterPoint Energy and Houston Electric also have finance lease agreements for TEEEF.
The Registrants’ lease terms may include options to extend or terminate a lease when it is reasonably certain that those options will be exercised.
The Registrants have elected an accounting policy that exempts leases with terms of one year or less from the recognition requirements of ASC 842.
+Added: For further details on the Registrants’ leases, see Note 19.
(m) Income Taxes
14 unchanged sentences
CenterPoint Energy reports equity securities at estimated fair value in the Consolidated Balance Sheets, and any gains and losses, net of any transaction costs, are recorded as Gain (loss) on equity securities in the Statements of Consolidated Income.
+Added: For further discussion on equity securities, see Note 10.
(o) Assets Held for Sale
−Removed: 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.
−Removed: 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.
+Added: 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, as applicable, commits to a plan to sell, and a sale is expected to be completed within one year.
+Added: The Registrants record assets and liabilities held for sale, or the disposal group, at the lower of their carrying value or their 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.
−Removed: As of December 31, 2024, certain assets and liabilities representing the Louisiana and Mississippi natural gas LDC businesses met the held for sale criteria.
−Removed: The sale will be considered an asset sale for tax purposes, requiring net deferred tax liabilities to be excluded from held for sale balances.
−Removed: For further discussion of the sale, see Note 4.
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.
2 unchanged sentences
Changes in these assumptions could have a significant impact on the resulting fair value.
−Removed: (p) Preferred Stock and Dividends
−Removed: Preferred stock is evaluated to determine balance sheet classification, and all conversion and redemption features are evaluated for bifurcation treatment.
−Removed: Proceeds received net of issuance costs are recognized on the settlement date.
−Removed: Cash dividends become a liability once declared.
−Removed: Income available to common stockholders is computed by deducting from net income the dividends accumulated and earned during the period on cumulative preferred stock.
−Removed: (q) Recent Accounting Pronouncements
−Removed: On December 31, 2024, the Registrants adopted ASU 2023-07, Segment Reporting (Topic 280):
−Removed: Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which updates segment disclosure requirements through enhanced disclosures around significant segment expenses.
−Removed: The Registrants applied the provision retrospectively to all periods presented for each Registrants’ reportable segment as further described.
−Removed: See Note 16 for further discussion of our segment reporting.
+Added: As of December 31, 2025, certain assets and liabilities representing the Ohio natural gas LDC business met the held for sale criteria.
+Added: The sale will be considered an asset sale for tax purposes, requiring net deferred tax liabilities to be excluded from held for sale balances.
+Added: Although the Ohio natural gas LDC business met the held for sale criteria as of December 31, 2025, and the Louisiana and Mississippi natural gas LDC businesses met the held for sale criteria as of December 31, 2024, their disposals did not represent a strategic shift for CenterPoint Energy or CERC, as both retain significant operations in, and continue to invest in, their natural gas businesses.
+Added: Therefore, the assets and liabilities, as well as the related income and expenses, associated with this transaction were not reflected as discontinued operations on CenterPoint Energy’s and CERC’s Consolidated Balance Sheets and Statements of Consolidated Income, as applicable, and the December 31, 2024 Consolidated Balance Sheets were not required to be recast for assets held for sale.
+Added: For further discussion of the sale, see Note 4.
+Added: (p) Recent Accounting Pronouncements
+Added: In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):
+Added: Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”).
+Added: This ASU modernizes the accounting for software costs to adapt to an incremental and iterative software development method.
+Added: ASU 2025-06 is effective for annual periods beginning after December 15, 2027, and may be applied using a prospective, modified prospective or retrospective transition approach.
+Added: The Registrants are currently evaluating the impact of this ASU on their respective consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income (Topic 220):
8 unchanged sentences
ASU 2023-09 is effective for annual periods beginning after December 15, 2024.
−Removed: Early adoption is permitted.
−Removed: The Registrants are currently evaluating the impact of this ASU on their respective consolidated financial statements.
+Added: The Registrants adopted this ASU on December 31, 2025, on a retrospective basis.
+Added: The adoption of this ASU did not have a material impact on their respective consolidated financial statements.
+Added: See Note 13 for additional disclosures related to effective tax rate reconciliation and Note 17 for additional disclosures related to income taxes paid.
Management believes that all other recently adopted and recently issued accounting standards that are not yet effective will not have a material impact on the Registrants’ financial position, results of operations or cash flows upon adoption.
1 unchanged sentence
(a) Property, Plant and Equipment
−Removed: Property, plant and equipment includes the following:
+Added: Property, plant and equipment includes the following for the periods presented:
December 31, 2025 December 31, 2024
4 unchanged sentences
Electric generation
+Added: 35 1,569 169 1,400 1,107 154 953
Natural gas distribution 33 15,430 3,995 11,435 16,399 4,326 12,073
Finance ROU asset (1)
+Added: 7.5 662 327 335 662 232 430
Other property 21 3,294 1,027 2,267 3,112 1,056 2,056
Total $ 44,676 $ 10,620 $ 34,056 $ 42,667 $ 10,578 $ 32,089
−Removed: December 31, 2024 December 31, 2023
−Removed: Weighted Average Useful Lives Property, Plant and Equipment, Gross Accumulated Depreciation & Amortization Property, Plant and Equipment, Net Property, Plant and Equipment, Gross Accumulated Depreciation & Amortization Property, Plant and Equipment, Net
−Removed: (in years) (in millions)
Houston Electric
1 unchanged sentence
Finance ROU asset (1)
+Added: 7.5 662 327 335 662 232 430
Other property 20 2,559 702 1,857 2,443 749 1,694
3 unchanged sentences
Total $ 14,540 $ 3,820 $ 10,720 $ 15,552 $ 4,146 $ 11,406
−Removed: (1) SIGECO and AGC owned a 300 MW unit at the Warrick Power Plant (Warrick Unit 4) as tenants in common as of December 31, 2023.
−Removed: SIGECO’s share of the cost of this unit as of December 31, 2023, was $ 198 million with accumulated depreciation totaling $ 171 million.
−Removed: Under the operating agreement, AGC and SIGECO shared equally in the cost of operation and output of the unit.
−Removed: SIGECO’s share of operating costs was included in Operation and maintenance expense in CenterPoint Energy’s Statements of Consolidated Income.
−Removed: SIGECO exited joint operations of Warrick Unit 4 on January 1, 2024.
−Removed: (2) Houston Electric recognized a finance ROU asset as of December 31, 2024 and December 31, 2023 related to temporary generation.
+Added: (1) Houston Electric recognized a finance ROU asset as of December 31, 2025 and December 31, 2024 related to TEEEF.
See Note 19 for further discussion.
(b) Depreciation and Amortization
−Removed: The following table presents depreciation and amortization expense for 2024, 2023 and 2022:
+Added: The following table presents depreciation and amortization expense for the periods presented:
Year Ended December 31,
6 unchanged sentences
Total $ 1,530 $ 807 $ 541 $ 1,439 $ 762 $ 522 $ 1,401 $ 748 $ 493
−Removed: The Registrants account for an ARO at fair value in the period during which the legal obligation is incurred if a reasonable estimate of fair value and its settlement date can be made.
−Removed: At the timing of recording an ARO, the associated asset retirement costs are capitalized as part of the carrying amount of the related long-lived asset.
−Removed: The Registrants recognize a regulatory asset or liability for the timing differences between the recognition of expenses and costs recovered through the ratemaking process.
−Removed: The estimates of future liabilities are developed using a discounted cash flow model based upon estimates and assumptions of future costs, interest rates, credit-adjusted risk-free rates and the estimated timing of settlement.
−Removed: The Registrants have recorded AROs associated with the removal of asbestos and asbestos-containing material in its buildings, including substation building structures.
+Added: The Registrants have recorded AROs associated with the removal of asbestos and asbestos-containing material in their buildings, including substation building structures.
CenterPoint Energy recorded AROs relating to the closure of the ash ponds at A.B.
1 unchanged sentence
Culley as well as certain sites in Indiana pursuant to the CCR Legacy Rule;
−Removed: see Note 14(d) for further discussion.
+Added: see Note 14(c) for further discussion.
CenterPoint Energy and Houston Electric also recorded AROs relating to treated wood poles for electric distribution, distribution transformers containing PCB (also known as Polychlorinated Biphenyl), and underground fuel storage tanks.
CenterPoint Energy and CERC also recorded AROs relating to gas pipelines abandoned in place.
−Removed: A reconciliation of the changes in the ARO liability recorded in Other non-current liabilities on each of the Registrants’ respective Consolidated Balance Sheets is as follows:
+Added: A reconciliation of the changes in the ARO liability recorded in Other non-current liabilities on each of the Registrants’ respective Consolidated Balance Sheets is as follows for the periods presented:
December 31, 2025 December 31, 2024
5 unchanged sentences
Revisions in estimates (2) ( 19 ) ( 3 ) ( 60 ) ( 34 ) ( 2 ) ( 33 )
+Added: Impact of divestiture of Louisiana and Mississippi natural gas LDCs (3) ( 60 ) — ( 60 ) — — —
Ending balance (4)
+Added: $ 544 $ 38 $ 261 $ 588 $ 39 $ 363
(1) Reflected in Regulatory assets on each of the Registrants’ respective Consolidated Balance Sheets.
−Removed: (2) In 2024 and 2023, CenterPoint Energy and CERC reflected a decrease in their respective ARO liability, which was primarily attributable to increases in the long-term interest rates used for discounting in the ARO calculation.
−Removed: In 2024, Houston Electric reflected a decrease in its ARO liability attributable to an increase in discount rates, while in 2023, Houston Electric reflected an increase in its ARO liability attributable to an increase in discount rates and disposal costs.
−Removed: (4) Held for Sale and Divestitures (CenterPoint Energy and CERC)
+Added: (2) In 2025 and 2024, CenterPoint Energy, Houston Electric and CERC reflected a decrease in their respective ARO liability, which was primarily attributable to increases in the long-term interest rates used for discounting in the ARO calculation.
+Added: (3) Reflected a decrease in ARO liability related to the divestiture of the Louisiana and Mississippi natural gas LDCs on March 31, 2025.
+Added: See Note 4 for further information regarding the divestiture.
+Added: (4) Includes $ 34 million related to the Ohio natural gas LDC business, which was classified as held for sale as of December 31, 2025 in CenterPoint Energy’s and CERC’s Consolidated Balance Sheets.
+Added: See Note 4 for further information regarding the divestiture.
+Added: (4) Held for Sale, Divestitures and Acquisition (CenterPoint Energy and CERC)
Held for Sale.
+Added: On October 20, 2025, CERC Corp.
+Added: entered into the Ohio Securities Purchase Agreement to sell all of the issued and outstanding equity interests in CEOH to NFGC.
+Added: The purchase price is $ 2.62 billion, which is comprised of the following:
+Added: (i) $ 1.42 billion in cash payable to CERC Corp.
+Added: upon closing of the transaction, subject to adjustments as set forth in the Ohio Securities Purchase Agreement, including adjustments based on net working capital, regulatory assets and liabilities and capital expenditures at closing of the transaction;
+Added: and (ii) a 364-day seller promissory note, in the original principal amount of $ 1.2 billion, to be issued by NFGC at the closing of the transaction and payable to CERC Corp.
+Added: as provided by the terms and conditions of the Seller Note Agreement.
+Added: The transaction is expected to close in the fourth quarter of 2026, subject to the satisfaction of customary closing conditions, including (i) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;
+Added: (ii) completion of a notice filing and review with the PUCO;
+Added: and (iii) customary conditions regarding the accuracy of the representations and warranties and compliance by the parties with their respective obligations under the Ohio Securities Purchase Agreement.
+Added: The transaction is not subject to a financing condition and will not close prior to October 1, 2026 without the consent of CERC Corp.
+Added: As of December 31, 2025, the assets included approximately 6,000 miles of transmission and distribution pipeline in Ohio serving approximately 337,000 metered customers.
+Added: The Ohio natural gas LDC business is reflected in CenterPoint Energy’s Natural Gas reportable segment and CERC’s single reportable segment.
+Added: A filing was made on January 9, 2026, notifying the PUCO of the execution of the Ohio Securities Purchase Agreement.
+Added: In October 2025, certain assets and liabilities representing the Ohio natural gas LDC business met the held for sale criteria.
+Added: Neither CenterPoint Energy nor CERC recognized any gains or losses upon classification of held for sale during the year ended December 31, 2025.
+Added: See Note 6 for further disclosure regarding the amount of goodwill allocated to the businesses to be sold.
+Added: The assets and liabilities of the Ohio natural gas LDC business classified as held for sale in CenterPoint Energy’s and CERC’s Consolidated Balance Sheets, as applicable, included the following:
+Added: December 31, 2025
+Added: CenterPoint Energy CERC
+Added: (in millions)
+Added: Accounts receivable, net
+Added: Accrued unbilled revenues 45 45
+Added: Materials and supplies
+Added: Property, plant and equipment, net 1,803 1,803
+Added: Goodwill 393 219
+Added: Regulatory assets 372 372
+Added: Total current assets held for sale $ 2,669 $ 2,495
+Added: Accounts payable
+Added: Taxes accrued
+Added: Customer deposits 5 5
+Added: Other current liabilities
+Added: Regulatory liabilities 328 328
+Added: Other non-current liabilities
+Added: Total current liabilities held for sale $ 520 $ 520
+Added: Although the Ohio natural gas LDC business meets the held for sale criteria, its proposed disposal does not represent a strategic shift for CenterPoint Energy and CERC as both will retain significant operations in, and will continue to invest in, their natural gas businesses.
+Added: Therefore, the assets and liabilities, as well as the related income and expenses, associated with this transaction were not reflected as discontinued operations on CenterPoint Energy’s and CERC’s Consolidated Balance Sheets and Statements of Consolidated Income, as applicable, and the December 31, 2024 Consolidated Balance Sheets were not required to be recast for assets held for sale.
+Added: Since the depreciation on the assets of the Ohio natural gas LDC business will continue to be reflected in revenues through customer rates until the expected closing of the transaction and will be reflected in the carryover basis of the rate-regulated assets once sold, CenterPoint Energy and CERC will continue to record depreciation on those assets through the expected closing of the transaction.
+Added: The pre-tax income for the Ohio natural gas LDC business, excluding corporate allocations, included in CenterPoint Energy’s and CERC’s Statements of Consolidated Income is as follows:
+Added: Year Ended December 31,
+Added: 2025 2024 2023
+Added: (in millions)
+Added: Income Before Income Taxes
+Added: $ 98 $ 95 $ 96
+Added: Divestiture of Louisiana and Mississippi natural gas LDC businesses.
On February 19, 2024, CERC Corp.
1 unchanged sentence
agreed to sell its Louisiana and Mississippi natural gas LDC businesses.
−Removed: The purchase price for the Louisiana and Mississippi natural gas LDC businesses is $ 1.2 billion and subject to adjustment as set forth in the LAMS Asset Purchase Agreement, including adjustments based on net working capital, regulatory assets and liabilities and capital expenditures at closing.
−Removed: The completion of the proposed transaction is subject to customary closing conditions, including (i) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) approval of the LPSC, (iii) approval of the MPSC, (iv) no Material Adverse Effect (as defined in the LAMS Asset Purchase Agreement) having occurred and (v) customary closing conditions regarding the accuracy of the representations and warranties and compliance by the parties with the respective obligations under the LAMS Asset Purchase Agreement.
−Removed: The proposed transaction is not subject to a financing condition and is expected to close by the end of the first quarter of 2025, subject to satisfaction of the foregoing conditions.
−Removed: The businesses include approximately 12,000 miles of main pipeline in Louisiana and Mississippi serving more than 300,000 customers.
−Removed: The Louisiana and Mississippi natural gas LDC businesses are reflected in CenterPoint Energy’s Natural Gas reportable segment and CERC’s single reportable segment, as applicable.
−Removed: The transaction was approved by final orders issued by the MPSC on December 3, 2024 and the LPSC on December 17, 2024.
−Removed: In February 2024, certain assets and liabilities representing the Louisiana and Mississippi natural gas LDC businesses met the held for sale criteria.
−Removed: The sale will be considered an asset sale for tax purposes, requiring net deferred tax liabilities to be excluded from held for sale balances.
−Removed: The Registrants record assets and liabilities held for sale at the lower of their carrying value or their estimated fair value less cost to sell.
−Removed: Neither CenterPoint Energy nor CERC recognized any gains or losses upon classification of held for sale during the year ended December 31, 2024.
−Removed: 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.
−Removed: See Note 6 for further disclosure regarding the amount of goodwill allocated to the businesses to be sold.
−Removed: The assets and liabilities of the Louisiana and Mississippi natural gas LDC businesses classified as held for sale in CenterPoint Energy’s and CERC’s Condensed Consolidated Balance Sheets, as applicable, included the following:
+Added: The purchase price for the Louisiana and Mississippi natural gas LDC businesses was $ 1.2 billion.
+Added: The transaction closed on March 31, 2025.
+Added: As of the closing date, the businesses included approximately 12,000 miles of main pipeline in Louisiana and Mississippi serving more than 380,000 customers.
+Added: Prior to the sale, the Louisiana and Mississippi natural gas LDC businesses were reflected in CenterPoint Energy’s Natural Gas reportable segment and CERC’s single reportable segment, as applicable.
+Added: The sale was considered an asset sale for tax purposes, requiring net deferred tax liabilities to be excluded from held for sale balances.
+Added: The deferred taxes associated with the businesses were recognized as a deferred income tax benefit by CenterPoint Energy and CERC upon closing of the sale in 2025.
+Added: Although the Louisiana and Mississippi natural gas LDC businesses met the held for sale criteria at December 31, 2024, their disposals did not represent a strategic shift for CenterPoint Energy or CERC, as both retain significant operations in, and continue to invest in, their natural gas businesses.
+Added: Therefore, the assets and liabilities, as well as the related income and
+Added: expenses, associated with these transactions were not reflected as discontinued operations on CenterPoint Energy’s and CERC’s Consolidated Balance Sheets and Statements of Consolidated Income, as applicable.
+Added: Since the depreciation on the Louisiana and Mississippi natural gas LDC businesses’ assets continued to be reflected in revenues through customer rates until the closing of the transaction and was then reflected in the carryover basis of the rate-regulated assets after the sale, CenterPoint Energy and CERC continued to record depreciation on those assets through the closing of the transaction.
+Added: The Registrants recorded assets and liabilities held for sale at the lower of their carrying value or their estimated fair value less cost to sell.
+Added: CenterPoint Energy and CERC recognized a loss of $ 49 million and a gain of $ 46 million, respectively, net of transaction costs of $ 21 million, in connection with the closing of the disposition of the Louisiana and Mississippi natural gas LDC businesses during the year ended December 31, 2025.
+Added: Goodwill of $ 217 million and $ 122 million was allocated to the Louisiana and Mississippi natural gas LDC businesses by CenterPoint Energy and CERC, respectively, at the time the held for sale criteria was met and such amount was subsequently derecognized following the completion of the sale on March 31, 2025.
+Added: As of December 31, 2025, CenterPoint Energy and CERC had a receivable of $ 6 million for working capital and other customary adjustments set forth in the LAMS Asset Purchase Agreement, which was received from the LAMS Buyers in the first quarter of 2026.
+Added: The assets and liabilities of the Louisiana and Mississippi natural gas LDC businesses classified as held for sale in CenterPoint Energy’s and CERC’s Consolidated Balance Sheets, as applicable, included the following:
December 31, 2024
14 unchanged sentences
Total current liabilities held for sale $ 176 $ 176
−Removed: Although the Louisiana and Mississippi natural gas LDC businesses meet the held for sale criteria, their proposed disposals do not represent a strategic shift for CenterPoint Energy and CERC as both will retain significant operations in, and will continue to invest in, their natural gas businesses.
−Removed: Therefore, the assets and liabilities associated with these transactions are not reflected as discontinued operations on CenterPoint Energy’s and CERC’s Condensed Statements of Consolidated Income, as applicable, and the December 31, 2023 Condensed Consolidated Balance Sheets were not required to be recast for assets held for sale.
−Removed: Since the depreciation on the Louisiana and Mississippi natural gas LDC businesses assets will continue to be reflected in revenues through customer rates until the expected closing of the transaction and will be reflected in the carryover basis of the rate-regulated assets once sold, CenterPoint Energy and CERC will continue to record depreciation on those assets through the expected closing of the transaction.
−Removed: The pre-tax income for the Louisiana and Mississippi natural gas LDC businesses, excluding interest and corporate allocations, included in CenterPoint Energy’s and CERC’s Statements of Consolidated Income is as follows:
+Added: The pre-tax income for the Louisiana and Mississippi natural gas LDC businesses, excluding interest and corporate allocations, included in CenterPoint Energy’s and CERC’s Statements of Consolidated Income is as follows for the periods presented:
Year Ended December 31,
−Removed: 2024 2023 2022
(in millions)
1 unchanged sentence
$ 48 $ 67 $ 44
+Added: (1) Reflects pre-tax income, excluding interest and corporate allocations through March 31, 2025.
+Added: Effective on the date of the closing of the disposition of the Louisiana and Mississippi natural gas LDC businesses, CERC entered into the Transition Services Agreement, whereby CERC agreed to provide certain transition services, including accounting, customer operations, procurement, and technology functions, for a term of up to 24 months.
+Added: Subject to the conditions in the Transition Services Agreement, the LAMS Buyers may terminate these support services with 60 days prior written notice.
+Added: CenterPoint Energy’s and CERC’s charges to the LAMS Buyers for reimbursement of transition services and one-time setup costs totaled $ 34 million during the year ended December 31, 2025.
+Added: CenterPoint Energy’s and CERC’s Consolidated Balance Sheets included a receivable due from the LAMS Buyers for transition services of $ 9 million as of
+Added: December 31, 2025.
Divestiture of Energy Systems Group .
2 unchanged sentences
In November 2024, CenterPoint Energy paid $ 2 million to ESG Holdings Group for working capital and other adjustments set forth in the Equity Purchase Agreement.
−Removed: For a discussion of CenterPoint Energy’s pre-disposition guarantees related to Energy Systems Group, see Note 14(c).
+Added: For a discussion of CenterPoint Energy’s pre-disposition guarantees related to Energy Systems Group, see Note 14(b).
CenterPoint Energy recognized a loss on sale of approximately $ 13 million, including $ 3 million of transaction costs, during the year ended December 31, 2023, in connection with the closing of the sale of Energy Systems Group.
Additionally, CenterPoint Energy recognized a current tax expense of $ 32 million during the year ended December 31, 2023, as a result of the cash taxes payable upon the closing of the sale.
−Removed: The pre-tax income (loss) for Energy Systems Group, excluding interest and corporate allocations, included in CenterPoint Energy’s Statements of Consolidated Income is as follows:
−Removed: Year Ended December 31,
−Removed: (in millions)
−Removed: Income (Loss) Before Income Taxes
−Removed: (1) Reflects January 1, 2023 to June 30, 2023 results only due to of the sale of Energy Systems Group.
−Removed: Divestiture of Arkansas and Oklahoma Natural Gas Businesses (CenterPoint Energy and CERC).
−Removed: On April 29, 2021, CenterPoint Energy, through its subsidiary CERC Corp., entered into the AROK 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 natural gas costs, including storm-related incremental natural gas costs associated with the February 2021 Winter Storm Event, subject to certain adjustments set forth in the AROK Asset Purchase Agreement.
−Removed: The assets included approximately 17,000 miles of main pipeline in Arkansas, Oklahoma and certain portions of Bowie County, Texas serving more than half a million customers.
−Removed: The transaction closed on January 10, 2022.
−Removed: The sale was considered an asset sale for tax purposes, requiring net deferred tax liabilities to be excluded from held for sale balances.
−Removed: The deferred taxes associated with the businesses were recognized as a deferred income tax benefit by CenterPoint Energy and CERC upon closing of the sale in 2022.
−Removed: CenterPoint Energy and CERC recognized gains of $ 303 million and $ 557 million, respectively, net of transaction costs of $ 59 million, in connection with the closing of the disposition of the Arkansas and Oklahoma Natural Gas businesses during the year ended December 31, 2022.
−Removed: CenterPoint Energy and CERC collected a receivable of $ 15 million in May 2022 for full and final settlement of the working capital adjustment under the AROK Asset Purchase Agreement.
−Removed: The pre-tax income for the Arkansas and Oklahoma Natural Gas businesses, excluding interest and corporate allocations, included in CenterPoint Energy’s and CERC’s Statements of Consolidated Income was $9 million for the year ended December 31, 2022, which only reflects January 1, 2022 to January 9, 2022 results due to the sale of the Arkansas and Oklahoma Natural Gas businesses previously described.
−Removed: Effective on the date of the closing of the disposition of the Arkansas and Oklahoma Natural Gas businesses, a subsidiary of CenterPoint Energy entered into the Transition Services Agreement, whereby that subsidiary agreed to provide certain transition services such as accounting, customer operations, procurement, and technology functions for a term of up to twelve months.
−Removed: In November 2022, a significant majority of all services under the Transition Services Agreement were terminated, and on January 10, 2023, all remaining services were terminated.
−Removed: CenterPoint Energy’s charges to Southern Col Midco for reimbursement of transition services was less than $ 1 million and $ 40 million during the years ended December 31, 2023 and 2022, respectively.
−Removed: Actual transition services costs incurred are recorded net of amounts charged to Southern Col Midco.
−Removed: CenterPoint Energy had no accounts receivable as of December 31, 2023 from Southern Col Midco for transition services.
−Removed: (5) Revenue Recognition
+Added: For the year ended December 31, 2023, the pre-tax loss for Energy Systems Group, excluding interest and corporate allocations, included in CenterPoint Energy’s Statements of Consolidated Income was $ 4 million, which reflected January 1, 2023 to June 30, 2023 results.
+Added: Acquisition of Posey Solar.
+Added: On March 7, 2025, SIGECO acquired 100 % of the equity interests in Posey Solar, which was constructing a 191 MW solar array in Posey County, Indiana, for approximately $ 357 million.
+Added: The purchase represents an asset acquisition.
+Added: The lease obligations related to Posey Solar were approximately $ 35 million at the time of acquisition.
+Added: The purchase was subject to terms and conditions in an order approved by the IURC on September 6, 2023, allowing Indiana Electric to recover project costs, net of PTCs, in rate base rather than a levelized rate, through base rates or the CECA mechanism, depending on which provides more timely recovery.
+Added: Posey Solar was placed into service on May 30, 2025.
+Added: Indiana Electric began recovering on the asset through updated base rates on June 17, 2025.
+Added: On February 3, 2025, the IURC approved Indiana Electric’s request to convey PTCs to customers through the new tax adjustment rider.
In accordance with ASC 606, Revenue from Contracts with Customers, revenue is recognized when a customer obtains control of promised goods or services.
4 unchanged sentences
The recognition of ARP revenues and the reversal of ARP revenues upon recovery through rates charged for utility service may not occur in the same period.
−Removed: The following tables disaggregate revenues by reportable segment and major source:
+Added: The following tables disaggregate revenues by reportable segment and major source for the periods presented:
CenterPoint Energy
3 unchanged sentences
Revenue from contracts with customers $ 4,829 $ 4,503 $ 5 $ 9,337
+Added: 37 ( 17 ) 3 23
Eliminations — ( 3 ) — ( 3 )
10 unchanged sentences
Revenue from contracts with customers $ 4,275 $ 4,210 $ 127 $ 8,612
−Removed: 13 ( 23 ) 4 ( 6 )
+Added: Eliminations — ( 3 ) — ( 3 )
Total revenues $ 4,290 $ 4,276 $ 130 $ 8,696
36 unchanged sentences
The Registrants’ contract liabilities are included in Accounts payable and Other current liabilities in their Consolidated Balance Sheets.
−Removed: The opening and closing balances of accounts receivable, accrued unbilled revenues and contract liabilities from contracts with customers are as follows:
+Added: The opening and closing balances of accounts receivable and accrued unbilled revenues from contracts with customers are as follows:
CenterPoint Energy
−Removed: Accounts Receivable Accrued Unbilled Revenues Contract Liabilities
+Added: Accounts Receivable (1) (2)
+Added: Accrued Unbilled Revenues (2)
(in millions)
1 unchanged sentence
Closing balance as of December 31, 2025
−Removed: The amount of revenue recognized in the year ended December 31, 2024 that was included in the opening contract liability was $ 2 million.
−Removed: The difference between the opening and closing balances of the contract liabilities primarily results from the timing difference between CenterPoint Energy’s performance and the customer’s payment.
+Added: (1) Excludes balances related to customer or vendor cost reimbursements and insurance that are not attributable to revenues from contracts with customers.
+Added: (2) The opening balance as of December 31, 2024 also excluded receivables associated with the sale of CERC Corp.’s Louisiana and Mississippi natural gas LDC businesses .
+Added: T he closing balance as of December 31, 2025 also excluded receivables classified as held for sale associated with the Ohio natural gas LDC business.
Houston Electric
−Removed: Accounts Receivable Accrued Unbilled Revenues Contract Liabilities
+Added: Accounts Receivable (1)
+Added: Accrued Unbilled Revenues
(in millions)
1 unchanged sentence
Closing balance as of December 31, 2025 300 169
−Removed: Increase (decrease)
−Removed: $ 9 $ ( 5 ) $ —
−Removed: The amount of revenue recognized in the year ended December 31, 2024 that was included in the opening contract liability was $ 2 million.
−Removed: The difference between the opening and closing balances of the contract liabilities primarily results from the timing difference between Houston Electric’s performance and the customer’s payment.
−Removed: Accounts Receivable Accrued
−Removed: Unbilled Revenues
+Added: (1) Excludes balances related to customer or vendor cost reimbursements and insurance that are not attributable to revenues from contracts with customers .
+Added: Accounts Receivable (1) (2)
+Added: Accrued Unbilled Revenues (2)
(in millions)
2 unchanged sentences
Increase (decrease)
−Removed: CERC does not have any opening or closing contract asset or contract liability balances.
+Added: (1) Excludes balances related to customer or vendor cost reimbursements and insurance that are not attributable to revenues from contracts with customers.
+Added: (2) The opening balance as of December 31, 2024 also excluded receivables associated with the sale of CERC Corp.’s Louisiana and Mississippi natural gas LDC businesses .
+Added: T he closing balance as of December 31, 2025 also excluded receivables classified as held for sale associated with the Ohio natural gas LDC business.
Practical Expedients and Exemption.
8 unchanged sentences
For a discussion of regulatory deferrals, see Note 7.
−Removed: The table below summarizes the Registrants’ bad debt expense amounts for 2024, 2023 and 2022, net of regulatory deferrals:
+Added: The table below summarizes the Registrants’ bad debt expense amounts for the periods presented, net of regulatory deferrals:
Year Ended December 31,
8 unchanged sentences
Balance at December 31, 2023
−Removed: Disposal (2) — — 134 134
+Added: $ 936 $ 2,920 $ 304 $ 4,160
+Added: Held for Sale (2)
Balance at December 31, 2024
+Added: 936 2,703 304 3,943
Held for Sale (3) — 393 — 393
Balance at December 31, 2025
+Added: $ 936 $ 2,310 $ 304 $ 3,550
(1) Balances are presented net of the accumulated goodwill impairment charge of $ 185 million recorded in 2020.
−Removed: (2) Represents goodwill attributable to the sale of Energy Systems Group.
+Added: (2) Represents goodwill attributable to the Louisiana and Mississippi natural gas LDC businesses classified as held for sale as of December 31, 2024 and subsequently derecognized following completion of the sale on March 31, 2025.
+Added: CenterPoint Energy did not recognize any goodwill impairments within the Natural Gas reportable segment for the year ended December 31, 2024.
For further information, see Note 4.
−Removed: (3) Represents goodwill attributable to the Louisiana and Mississippi natural gas LDC businesses classified as held for sale as of December 31, 2024.
+Added: (3) Represents goodwill attributable to the Ohio natural gas LDC business classified as held for sale as of December 31, 2025.
CenterPoint Energy did not recognize any goodwill impairments within the Natural Gas reportable segment for the year ended December 31, 2025.
For further information, see Note 4.
−Removed: There were no events impacting CERC’s goodwill for the year ended December 31, 2023.
CERC’s goodwill is as follows for the periods presented:
−Removed: December 31, 2023 Held for Sale (1)
−Removed: December 31, 2024
(in millions)
−Removed: $ 1,583 $ 122 $ 1,461
−Removed: (1) Represents goodwill attributable to CERC to be disposed of as part of the potential sale of the Louisiana and Mississippi natural gas LDC businesses was classified as held for sale as of December 31, 2024.
+Added: Balance at December 31, 2023
+Added: Held for Sale (1)
+Added: Balance at December 31, 2024
+Added: Held for Sale (2)
+Added: Balance at December 31, 2025
+Added: (1) Represents goodwill attributable to the Louisiana and Mississippi natural gas LDC businesses classified as held for sale as of December 31, 2024 and subsequently derecognized following the completion of the sale on March 31, 2025.
+Added: CERC did not recognize any goodwill impairments for the year ended December 31, 2024.
+Added: For further information, see Note 4.
+Added: (2) Represents goodwill attributable to the Ohio natural gas LDC business classified as held for sale as of December 31, 2025.
CERC did not recognize any goodwill impairments during the year ended December 31, 2025.
2 unchanged sentences
(7) Regulatory Matters
−Removed: The following is a list of regulatory assets and liabilities reflected on the Registrants’ respective Consolidated Balance Sheets as of December 31, 2024 and 2023:
+Added: The following is a list of regulatory assets and liabilities reflected on the Registrants’ respective Consolidated Balance Sheets for the periods presented:
December 31, 2025
13 unchanged sentences
Hurricane Francine 25 25 —
+Added: Winter Storm Enzo 39 39 —
Other regulatory assets 191 110 80
Decoupling 8 — 8
−Removed: Temporary generation costs
+Added: TEEEF 83 83 —
Unrecognized equity return (2) ( 120 ) ( 93 ) ( 24 )
5 unchanged sentences
Gas recovery costs 71 — 70
+Added: Decoupling 20 — 20
Extraordinary gas costs 70 — 70
3 unchanged sentences
Benefit obligations 2 2 —
−Removed: Temporary generation costs
+Added: TEEEF 161 161 —
Unrecognized equity return (2)
9 unchanged sentences
Regulatory liabilities related to TCJA
+Added: $ 1,233 $ 646 $ 428
Estimated removal costs
+Added: 1,047 — 1,004
Other regulatory liabilities
16 unchanged sentences
Hurricanes and February 2021 Winter Storm Event Restoration Costs 145 145 —
+Added: May 2024 Storm Events 86 86 —
+Added: Hurricane Beryl 458 458 —
+Added: Hurricane Francine 19 19 —
Other regulatory assets 177 87 74
−Removed: Gas recovery costs 27 — 27
Decoupling 12 — 12
−Removed: COVID-19 incremental costs
−Removed: Temporary generation costs
Unrecognized equity return (2) ( 115 ) ( 77 ) ( 30 )
5 unchanged sentences
Gas recovery costs 122 — 122
+Added: Decoupling 38 — 38
Extraordinary gas costs 133 — 133
Regulatory assets related to TCJA 47 47 —
−Removed: Hurricane Harvey restoration costs 17 17 —
+Added: Hurricanes and February 2021 Winter Storm Event Restoration Costs 31 5 26
+Added: Other regulatory assets 34 — 34
Benefit obligations 4 4 —
−Removed: Temporary generation costs
Unrecognized equity return (2)
16 unchanged sentences
(2) Represents the following:
−Removed: (a) CenterPoint Energy’s allowed equity return on post in-service carrying cost generally associated with investments in Indiana;
+Added: (a) CenterPoint Energy’s allowed equity return on post in-service carrying cost generally associated with investments in SIGECO;
(b) Houston Electric’s allowed equity return on TEEEF costs and storm restoration costs;
−Removed: and (c) CERC’s allowed equity return on post in-service carrying cost associated with certain distribution facilities replacements expenditures in Texas.
−Removed: (3) Represents the following:
−Removed: (a) CenterPoint Energy’s allowed equity return on post in-service carrying cost generally associated with investments in Indiana;
−Removed: (b) Houston Electric’s allowed equity return on certain storm restoration balances and (c) CERC’s allowed equity return on post in-service carrying cost associated with certain distribution facilities replacements expenditures in Texas.
−Removed: (4) Represents the following:
−Removed: (a) CenterPoint Energy’s allowed equity return on post in-service carrying cost generally associated with investments in Indiana;
−Removed: (b) Houston Electric’s allowed equity return on its true-up balance of stranded costs, other changes and related interest resulting from the formerly integrated electric utilities prior to Texas
−Removed: deregulation to be recovered in rates through 2024 and certain storm restoration balances;
−Removed: and (c) CERC’s allowed equity return on post in-service carrying cost associated with certain distribution facilities replacements expenditures in Texas.
+Added: and (c) CERC’s allowed equity return on post in-service carrying cost associated with certain distribution facilities replacements expenditures in Texas and for Indiana Gas.
(3) Of the $ 1.5 billion, $ 762 million and $ 289 million currently being recovered in customer rates related to CenterPoint Energy, Houston Electric and CERC, respectively, $ 790 million, $ 733 million and $ 48 million is earning a return, respectively.
−Removed: The weighted average recovery period of regulatory assets currently being recovered in base rates, not earning a return, which totals $ 424 million, $ 63 million and $ 328 million for CenterPoint Energy, Houston Electric and CERC, respectively, is 11 years, 27 years and 7 years, respectively.
+Added: The weighted average recovery period of regulatory assets currently being recovered in base rates, not earning a return, which totals $ 729 million, $ 29 million and $ 241 million for CenterPoint Energy, Houston Electric
+Added: and CERC, respectively, is 13 years, 24 years and 6 years, respectively.
Regulatory assets not earning a return with perpetual or undeterminable lives have been excluded from the weighted average recovery period calculation.
10 unchanged sentences
The overall natural gas market, including the markets from which CenterPoint Energy and CERC sourced a significant portion of their natural gas for their operations, experienced significant impacts caused by the February 2021 Winter Storm Event, resulting in extraordinary increases in the cost of natural gas purchased by CenterPoint Energy and CERC of approximately $ 2 billion.
−Removed: CenterPoint Energy and CERC have completed recovery of natural gas costs in Mississippi, Indiana, Louisiana and Texas, and continue to recover the natural gas cost in Minnesota.
−Removed: As of December 31, 2024, CenterPoint Energy and CERC had each recorded current regulatory assets of $ 67 million and non-current regulatory assets of $ 67 million associated with the February 2021 Winter Storm Event.
−Removed: As of December 31, 2023, CenterPoint Energy and CERC have each recorded current regulatory assets of $ 86 million and non-current regulatory assets of $ 130 million associated with the February 2021 Winter Storm Event.
−Removed: In Minnesota, the MPUC issued its written order on October 19, 2022 disallowing CERC’s recovery of approximately $ 36 million of the $ 409 million incurred, and CERC’s regulatory asset balance was reduced to reflect the disallowance.
−Removed: CERC filed a petition for reconsideration on November 8, 2022 and a written order denying the petition for reconsideration was issued on January 6, 2023.
−Removed: As of December 31, 2024 and 2023, as authorized by the PUCT, both CenterPoint Energy and Houston Electric had each recorded a regulatory asset of $ 8 million for bad debt expenses resulting from REPs’ default on their obligation to pay delivery charges to Houston Electric net of collateral.
−Removed: Additionally, both CenterPoint Energy and Houston Electric had each recorded a regulatory asset of $ 19 million and $ 17 million as of December 31, 2024 and 2023, respectively, and requested reimbursement of costs associated with the February 2021 Winter Storm Event in Houston Electric’s rate case, which was filed in March 2024.
−Removed: On January 29, 2025 Houston Electric announced that a settlement agreement was reached with certain parties to the rate case filed on March 6, 2024, including the City of Houston and other regional municipalities.
−Removed: Subject to PUCT review and approval, the settlement is expected to result in approximately $ 50 million less annual revenue and an average decrease of approximately $ 1 a month for residential customers based on average usage of 1,000 kWh per month.
−Removed: See Note 14(d) for further information regarding litigation related to the February 2021 Winter Storm Event.
+Added: CenterPoint Energy and CERC have completed recovery of natural gas costs in Indiana and Texas, and continue to recover the natural gas cost in Minnesota.
+Added: As of December 31, 2025, each of CenterPoint Energy and CERC had recorded a current regulatory asset of $ 70 million associated with the February 2021 Winter Storm Event.
+Added: As of December 31, 2024, each of CenterPoint Energy and CERC had recorded current regulatory assets of $ 67 million and non-current regulatory assets of $ 67 million associated with the February 2021 Winter Storm Event.
+Added: As of December 31, 2025 and 2024, as authorized by the PUCT, both CenterPoint Energy and Houston Electric had each recorded a regulatory asset of $ 7 million and $ 8 million, respectively, for bad debt expenses resulting from REPs’ default on their obligation to pay delivery charges to Houston Electric net of collateral.
+Added: Additionally, both CenterPoint Energy and Houston Electric had each recorded a regulatory asset of $ 17 million and $ 19 million as of December 31, 2025 and 2024, respectively, for reimbursement of costs associated with the February 2021 Winter Storm Event.
+Added: Each of the aforementioned regulatory assets are being amortized over five years beginning April 28, 2025, which was the date that rates became effective following the PUCT’s final order in the Houston Electric rate case.
+Added: See Note 14(c) for further information regarding litigation related to the February 2021 Winter Storm Event.
Texas Public Securitization
The Texas Natural Gas Securitization Finance Corporation issued customer rate relief bonds in March 2023, and on March 23, 2023, CenterPoint Energy and CERC, collectively, received approximately $ 1.1 billion in cash proceeds from the issuance and sale of the state’s customer rate relief bonds.
−Removed: The proceeds from the state’s customer rate relief bonds included carrying costs incurred through August 2022.
−Removed: Incremental carrying costs incurred after August 2022 until the date the proceeds were received are recorded in a separate regulatory asset;
−Removed: the most recent CERC rate proceeding in Texas included a request for recovery of this regulatory asset and was included in the settlement agreement approved by the Railroad Commission in June 2024.
As CenterPoint Energy and CERC have no future financial obligations for the repayment of the state’s customer rate relief bonds, the customer rate relief bonds are not recorded on CenterPoint Energy’s or CERC’s balance sheets.
+Added: The $ 1.1 billion in cash proceeds from the state’s customer rate relief bonds is considered to be a government grant.
The state’s customer rate relief bonds are backed in part by customer rate relief property, including customer rate relief charges, which are non-bypassable uniform monthly volumetric charges to be paid by all existing and future sales customers as a component of each regulated utility’s gas cost, separate from their base rate.
3 unchanged sentences
While the customer rate relief charges will be included by CERC in their monthly billings, the billing amount is established by the Railroad Commission.
−Removed: CERC will remit all customer rate relief charges collected to the financing entity set up by the Railroad Commission.
+Added: CERC will remit all
+Added: customer rate relief charges collected to the financing entity set up by the Railroad Commission.
Therefore, the collection and servicing of customer rate relief charges have no impact on the respective Statements of Consolidated Income of CenterPoint Energy or CERC.
6 unchanged sentences
No loss on abandonment was recognized in connection with issuance of the order as there was no disallowance of all or part of the cost of the abandoned property, plant and equipment.
−Removed: In the first quarter of 2023, upon receipt of the order, CenterPoint Energy reclassified property, plant and equipment to be recovered through securitization to a regulatory asset and such amounts continued to earn a full return until recovered through securitization.
−Removed: The SIGECO Securitization Subsidiary issued $ 341 million aggregate principal amount of the SIGECO Securitization Bonds on June 29, 2023.
−Removed: The SIGECO Securitization Subsidiary used a portion of the net proceeds from the issuance of the SIGECO Securitization Bonds to purchase the securitization property from SIGECO.
+Added: In the first quarter of 2023, upon receipt of the order, CenterPoint Energy reclassified property, plant and equipment to be recovered through securitization to a regulatory asset and such amounts earned a full return until subsequently recovered through securitization, as described below.
+Added: The SIGECO Securitization Subsidiary issued $ 341 million aggregate principal amount of the SIGECO Securitization Bonds on June 29, 2023 and used a portion of the net proceeds from the issuance of the SIGECO Securitization Bonds to purchase the securitization property from SIGECO.
No gain or loss was recognized.
3 unchanged sentences
The non-bypassable securitization charges are subject to a true-up mechanism.
−Removed: Houston Electric TEEEF
−Removed: Pursuant to legislation passed in 2021, Houston Electric entered into two leases for TEEEF (temporary generation) which are detailed in Note 19.
−Removed: Houston Electric initially sought recovery of the lease costs and the applicable return as of December 31, 2021 under these lease agreements of approximately $ 200 million in its DCRF application filed with the PUCT on April 5,
−Removed: 2022, and subsequently amended on July 1, 2022, to show temporary generation in a separate Rider TEEEF.
−Removed: A final order was issued on April 5, 2023 approving a revenue requirement of $ 39 million that results in full recovery of costs requested but lengthens the amortization period for the short-term lease to be collected over 82.5 months.
−Removed: On May 25, 2023, the PUCT issued its order on rehearing which clarified some of the findings but did not change the approval of TEEEF cost recovery.
−Removed: The PUCT’s decision on the first TEEEF filing is now final and non-appealable.
−Removed: On April 5, 2023, Houston Electric made its second TEEEF filing requesting recovery of TEEEF related costs incurred through December 31, 2022, which requested a new annual revenue requirement of approximately $ 188 million u sing 78 months to amortize the related deferred costs for proposed rates beginning September 2023, a net increase in TEEEF revenues of approximately $ 149 million .
−Removed: On August 28, 2023, the State Office of Administrative Hearings issued an Order setting interim rates to collect an annual revenue requirement at the filed amount.
−Removed: Interim rates became effective on September 1, 2023, subject to surcharge or refund if they differ from the final rates approved by the PUCT.
−Removed: An agreement in principle was reached which reduced the annual revenue requirement by approximately $ 35 million based on recovering the balance as of December 31, 2022 over a 102-month amortization period (instead of the 78-month period in the initial filing) and also allowed for revised interim rates (to incorporate the agreement in principle and the initial interim rates that have been in place since September 1, 2023).
−Removed: The updated interim rates were implemented on December 15, 2023 and approved by the PUCT pursuant to its order issued on February 1, 2024 when the PUCT approved the agreement in principle.
−Removed: The PUCT’s decision on the second TEEEF filing is final and non-appealable.
−Removed: On September 11, 2024, the TCA filed a complaint with the PUCT requesting that the PUCT modify its rulings with respect to its prior decisions related to the TEEEF filings made in 2022 and 2023.
−Removed: Specifically, TCA requested that the PUCT end cost recovery and return on investment on all the large 32 MW and 5 MW TEEEF units approved in docket 53442.
−Removed: On October 2, 2024, Houston Electric filed a response to the TCA complaint and requested that the complaint be dismissed due to the principles of res judicata and collateral estoppel.
−Removed: On October 8, 2024, TCA supplemented its complaint and on October 9, 2024, PUCT staff filed a statement of position stating that Houston Electric’s response provided a strong argument for dismissal of the complaint, but also stating that it would be prudent to have a thorough legal argument from TCA.
−Removed: On October 10, 2024, PUCT issued Order No.
−Removed: 2 finding the TCA complaint insufficient and requiring supplemental information or amendment from TCA by October 24, 2024;
−Removed: TCA filed supplemental information on October 24, 2024.
−Removed: On November 14, 2024, PUCT issued Order No.
−Removed: 4 denying the motion to reconsider and extending a deadline.
−Removed: On December 16, 2024, PUCT issued Order No.
−Removed: 5 granting waiver of the requirement for informal disposition and soliciting commission staff recommendation by January 16, 2025.
−Removed: On January 16, 2025, PUCT staff filed a supplemental recommendation recommending that the TCA has not met its requirement to first present its complaint to the City of Houston prior to presenting it to the PUCT.
−Removed: On January 17, 2025 the case was abated until February 28, 2025 to enable the TCA to present its complaint to the City of Houston.
−Removed: On December 19, 2024, Houston Electric announced a proposal to release Houston Electric’s 15 large 27 MW to 32 MW TEEEF units to the San Antonio area prior to the summer of 2025.
−Removed: The proposal is intended to help ERCOT address a potential energy shortfall and Load Shed risk and to provide additional electric generation capacity to support growing energy demand in the greater San Antonio region.
−Removed: Under the proposal, Houston Electric would not receive revenue or profit from ERCOT and would also not charge Houston-area customers for these TEEEF units for the period when they are in San Antonio serving ERCOT, which is currently expected to be for a period of up to two years.
−Removed: Houston Electric would anticipate receiving revenues from one or more future transactions after the period the units are utilized to temporarily serve an energy need in the San Antonio area, and would therefore plan to continue to not charge customers for these units for any future periods.
−Removed: The proposal has not been finalized and is subject to the negotiation of definitive documentation among the relevant parties, as well as being subject to the approval of ERCOT and other stakeholders.
−Removed: It is not certain that mutually agreeable definitive documentation will be entered into at all or that all approvals will be obtained.
+Added: TEEEF (CenterPoint Energy and Houston Electric)
+Added: Pursuant to Texas legislation passed in 2021, Houston Electric entered into two leases for medium ( 5.7 MW) and large ( 27 MW to 32 MW) TEEEF.
Houston Electric defers costs associated with the short-term and long-term leases that are probable of recovery and would otherwise be charged to expense in a regulatory asset, including allowed debt returns, and determined that such regulatory assets remain probable of recovery as of December 31, 2025.
−Removed: Right of use finance lease assets, such as assets acquired under the long-term leases, are evaluated for impairment under the long-lived asset impairment model by assessing if a capital disallowance from a regulator is probable through monitoring the outcome of rate cases and other proceedings.
−Removed: Houston Electric did not record any impairments on its right of use assets or regulatory asset in the years ended December 31, 2024 and 2023.
−Removed: See Note 19 for further information.
+Added: Expenses associated with the short-term lease, including carrying costs, were deferred in a regulatory asset as a recoverable cost under the 2021 Texas legislation and totaled $ 78 million and $ 89 million as of December 31, 2025 and 2024, respectively.
+Added: Expenses associated with the long-term lease, including variable costs associated with the operation and maintenance of the TEEEF, depreciation expense on the right of use asset and carrying costs, are deferred in a regulatory asset as a recoverable cost under the 2021 Texas legislation and totaled $ 123 million and $ 158 million as of December 31, 2025 and 2024, respectively.
+Added: Right of use finance lease assets, such as assets acquired under the long-term leases that are still included in the rate base of the regulated utility, are evaluated for impairment under the long-lived asset impairment model by assessing if a capital disallowance from a regulator is probable through monitoring the outcome of rate cases and other proceedings.
+Added: Houston Electric continues to monitor the ongoing proceedings and did not record any impairments or disallowances on its right of use assets or TEEEF regulatory assets during the years ended December 31, 2025 or 2024.
+Added: Effective January 1, 2023, all medium and large TEEEF was leased under the long-term lease agreement.
+Added: The long-term lease agreement includes up to 519 MW of TEEEF, all of which was delivered as of December 31, 2022, triggering lease commencement at delivery, with an initial term ending in 2029 for all such TEEEF leases.
+Added: The remaining finance lease liability associated with the commenced long-term TEEEF agreement was not significant as of December 31, 2025 and 2024 and relates
+Added: to removal costs that will be incurred at the end of the lease term.
+Added: As of December 31, 2025, Houston Electric had secured a first lien on all the assets leased under the prepayment agreement.
+Added: On December 19, 2024, Houston Electric announced a proposal to release its 15 large TEEEF units to ERCOT at CPS Energy facilities to serve the greater San Antonio region for a period of up to two years.
+Added: On April 18, 2025, a proposal was filed with the PUCT (Docket 57980) seeking approval of the aforementioned release to ERCOT and CPS Energy, a corresponding reduction to TEEEF fleet capacity and a rate reduction to reflect the removal of the 15 large TEEEF units from Houston Electric’s TEEEF fleet.
+Added: On June 4, 2025, Houston Electric entered into the ERCOT Transaction, subject to PUCT approval in Docket 57980, to release the 15 large TEEEF units to the San Antonio area until March 2027 unless terminated earlier pursuant to the provisions of the ERCOT Transaction, during which time Houston Electric will not receive revenue or profit from ERCOT and will not charge Houston-area customers for such TEEEF units while they remain in the San Antonio area serving ERCOT.
+Added: Following the completion of service in the San Antonio area, Houston Electric anticipates that it would complete one or more future transactions involving the large TEEEF units;
+Added: because the TEEEF units would not be available to serve customers during such time, Houston Electric plans to continue to not charge customers for these units for any future periods.
+Added: On June 5, 2025, certain intervenors submitted a joint request for hearing.
+Added: On July 9, 2025, the PUCT referred this docket to the SOAH.
+Added: On October 13, 2025, intervenor testimony was filed.
+Added: On November 21, 2025 Houston Electric filed supplemental testimony proposing removal of its five medium TEEEF units from its fleet and rates.
+Added: On February 13, 2026, Houston Electric requested continued abatement until February 27, 2026 due to continued settlement discussions.
+Added: Following removal of the 15 large TEEEF units from customer rates, such TEEEF units are subject to impairment testing under ASC 360.
+Added: On September 11, 2024, the TCA filed a complaint with the PUCT requesting that the PUCT modify its rulings with respect to its prior decisions related to Houston Electric’s TEEEF filings made in 2022 and 2023.
+Added: Specifically, the TCA requested that the PUCT end cost recovery and return on investment on all the large up to 32 MW and medium 5.7 MW TEEEF units approved in Docket 53442.
+Added: On June 29, 2025, Order No.
+Added: 9 was issued, to abate this complaint case until a final order is issued in Docket 57980.
+Added: Pursuant to Texas legislation passed in 2023, Houston Electric has entered into contractual arrangements to facilitate access to small ( 200 kW to 1,250 kW) TEEEF units.
+Added: In January, 2025, the PUCT adopted the TEEEF Rule, which refined the scope of TEEEF filings that can be made pursuant to applicable Texas regulations, and in February 2026, the TEEEF Rule was amended pursuant to Texas Senate Bill 231 to, among other things, prohibit TDUs from entering into, renewing or extending leases for TEEEF units unless such units have a maximum generation capacity of 5 or fewer MW and are rapidly deployable.
+Added: The TEEEF Rule has specific provisions relating to when and how utilities must request PUCT authorization to lease TEEEF units, and it generally requires a utility to obtain preapproval prior to renewing or entering into a new lease of TEEEF units, with exceptions for emergency situations or if the lease includes a provision allowing for the alteration of the lease based on applicable PUCT orders or rules.
+Added: Houston Electric believes that it continues to need small TEEEF units, and on May 27, 2025, Houston Electric filed an application pursuant to the TEEEF Rule requesting preapproval to enter into two leases for a combined approximately 20 MW of TEEEF capacity comprised of 36 small TEEEF units, each with a capacity range of 200 kW to 1,250 kW, for respective terms of 36 months.
+Added: Approval of Houston Electric’s request in this filing will have no cost impact on customers at this time because cost determination will occur in a future proceeding.
+Added: On October 13, 2025, Houston Electric filed errata and supplemental testimony to modify its application to instead request preapproval of just one lease for all 36 small TEEEF units.
+Added: On December 3, 2025, Houston Electric filed a stipulation and settlement agreement.
+Added: On January 6, 2026, Houston Electric provided the PUCT a proposed order.
+Added: These proceedings remain ongoing and, until PUCT preapproval is received, Houston Electric plans to maintain the current contractual arrangement providing access to the small TEEEF units on a month-to-month basis.
May 2024 Storm Events
−Removed: Houston Electric’s service territory experienced sudden and destructive severe weather events in May 2024 that included hurricane-like winds and tornadoes.
−Removed: The May 2024 Storm Events caused significant damage to Houston Electric’s electric
−Removed: delivery system.
−Removed: As of December 31, 2024, Houston Electric had recorded $ 345 million in Property, plant and equipment and $ 73 million in Regulatory assets, excluding carrying costs, for such restoration costs.
−Removed: Based on currently available information, as of December 31, 2024, Houston Electric estimates that total costs to restore the electric delivery facilities damaged as a result of the May 2024 Storm Events will be approximately $ 458 million, excluding carrying costs.
−Removed: These preliminary estimates are subject to revision as certain restoration costs are expected to be incurred through the end of 2025.
+Added: Houston Electric’s electric delivery system suffered significant damage as a result of the May 2024 Storm Events.
As is common with electric utilities serving coastal regions, the poles, towers, wires, street lights and pole-mounted equipment that comprise Houston Electric’s transmission and distribution system are not covered by property insurance.
−Removed: Houston Electric is deferring certain storm restoration costs as management believes it is probable that such costs will be recovered through the regulatory process.
−Removed: On November 8, 2024, Houston Electric filed an Application for Determination of System Restoration Costs with the PUCT.
−Removed: The application seeks a determination as to the reasonableness and necessity of approximately $ 502 million of costs (including estimated case processing expenses and carrying costs) incurred or expected to be incurred to restore service following the May 2024 Storm Events.
−Removed: On January 10, 2025, intervenors filed testimony recommending various disallowances ranging from $ 4.1 million to $ 101.9 million.
−Removed: On January 17, 2025, PUCT staff filed testimony recommending no adjustments to Houston Electric’s request.
−Removed: Houston Electric’s rebuttal testimony was filed January 21, 2025.
−Removed: On January 29, 2025, the parties represented to the ALJ that a settlement in principle had been reached and requested an abatement to memorialize and finalize the settlement.
−Removed: The case was abated and parties will file finalized settlement documents or a status update by February 26, 2025.
−Removed: Prior to authorizing Houston Electric to recover these costs, the PUCT must first determine the amount of reasonable and necessary system restoration costs.
+Added: On November 8, 2024, Houston Electric filed an Application for Determination of System Restoration Costs with the PUCT to determine the reasonableness and necessity of approximately $ 502 million of costs (including estimated case processing expenses and carrying costs) incurred or expected to be incurred to restore service following the May 2024 Storm Events.
+Added: On March 19, 2025, Houston Electric filed a settlement agreement with the PUCT, under which Houston Electric would be entitled to recover a total of $ 396 million in distribution-related costs relating to the May 2024 Storm Events, along with carrying costs from the date those costs were incurred until system restoration bonds are issued.
+Added: The settlement agreement also provided for the recovery of $ 29 million in transmission-related costs related to the May 2024 Storm Events that will be
+Added: eligible for recovery through existing mechanisms established to recover transmission costs.
+Added: Houston Electric agreed to defer $ 17.5 million of its distribution-related costs to the Hurricane Beryl cost determination proceeding and further agreed to an overall $ 10 million reduction in costs as part of the settlement agreement.
+Added: A final order approving the settlement agreement was issued by the PUCT on April 24, 2025.
On January 24, 2025, Houston Electric filed a request for a Financing Order for the distribution costs included in the November 8, 2024 Application for Determination of System Restoration Costs.
−Removed: The ultimate recovery of the costs (or a portion thereof) is expected to be sought through the issuance and sale of non-recourse securitization bonds for distribution-related costs and the TCOS capital mechanism for transmission-related costs.
−Removed: However, neither the amount nor timing of the recovery is certain.
−Removed: See Note 12 for further information regarding a term loan facility to fund certain costs related to the May 2024 Storm Events.
−Removed: Hurricane Beryl
−Removed: On July 8, 2024, Hurricane Beryl made landfall in Texas, bringing sustained winds, storm surges and torrential rain into Houston Electric’s service territory.
−Removed: Hurricane Beryl caused significant damage to Houston Electric’s electric delivery system.
−Removed: Based on currently available information, as of December 31, 2024, Houston Electric estimates that total costs to restore the electric delivery facilities damaged as a result of Hurricane Beryl will be approximately $ 1.1 billion, excluding carrying costs.
−Removed: As of December 31, 2024, Houston Electric had recorded $ 654 million in Property, plant and equipment and $ 442 million in Regulatory assets, excluding carrying costs, for such restoration costs.
−Removed: Houston Electric is deferring certain storm restoration costs as management believes it is probable that such costs will be recovered through the regulatory process.
−Removed: Similar to the costs related to the May 2024 Storm Events, insurance coverage was not available for damages to much of our transmission and distribution assets.
−Removed: The ultimate recovery of the costs (or a portion thereof) relating to Hurricane Beryl is expected to be sought through the issuance and sale of non-recourse securitization bonds for distribution-related costs.
−Removed: However, neither the amount nor timing of the recovery is certain.
+Added: On April 23, 2025, Houston Electric filed a settlement agreement with the PUCT, under which Houston Electric would be entitled to securitize the approved distribution-related costs.
+Added: A final order approving the settlement agreement was issued by the PUCT on June 5, 2025.
+Added: The PUCT issued an irrevocable Financing Order on June 5, 2025, which became final and non-appealable on June 20, 2025.
+Added: In connection with the securitization of the system restoration costs incurred in connection with the May 2024 Storm Events, on June 20, 2025, Houston Electric and Restoration Bond Company II filed a registration statement, as amended on August 13, 2025 and as further amended on August 27, 2025, on Form SF-1 under the Securities Act with the SEC registering the public offering and sale of up to approximately $ 401.5 million aggregate principal amount of the Restoration Bond Company II Securitization Bonds.
+Added: The registration statement became effective on September 8, 2025.
+Added: See Note 12 for additional detail on the issuance of the Restoration Bond Company II Securitization Bonds.
+Added: Hurricane Beryl and Subsequent Storm Events
+Added: In 2024 and early 2025, Houston Electric’s service territory was damaged as a result of Hurricane Beryl and certain other significant storms.
+Added: Houston Electric is deferring the related system restoration costs as management believes it is probable that such costs will be recovered through the regulatory process.
+Added: Houston Electric is seeking to recover the system restoration costs (or a portion thereof) through the issuance and sale of non-recourse securitization bonds for distribution-related costs.
+Added: However, there can be no assurance that the system restoration costs will be recovered in the amounts expected or on the expected timeline.
+Added: On May 2, 2025, Houston Electric filed an Application for Determination of System Restoration Costs with the PUCT to determine the reasonableness and necessity of approximately $ 1.3 billion of costs (including estimated case processing expenses and carrying costs) incurred or expected to be incurred to restore service following Hurricane Beryl and certain other significant storms.
+Added: Intervenors and PUCT staff subsequently filed direct testimony, and intervenor and PUCT staff disallowance positions totaled about $ 298.8 million and $ 4.7 million, respectively.
+Added: Houston Electric subsequently filed rebuttal testimony.
+Added: On August 14, 2025, Houston Electric filed a settlement agreement with the PUCT, under which Houston Electric would be entitled to recover a total of $ 1.1 billion in distribution-related costs, along with carrying costs from the date those costs were incurred until the system restoration bonds are issued.
+Added: The settlement agreement also provided for the recovery of $ 13 million in transmission-related costs that will be eligible for recovery through existing mechanisms established to recover transmission costs.
+Added: Additionally, the settlement agreement provided that Houston Electric would defer $ 78 million of its distribution-related costs to a regulatory asset and could request recovery and, if eligible, securitization of the deferral in a future rate case.
+Added: Houston Electric further agreed as part of the settlement agreement to an overall $ 22 million reduction in distribution-related costs, which is comprised of shareholder equity carrying costs, and a $ 440,000 reduction in transmission-related costs, which is also comprised of shareholder equity carrying costs.
+Added: On October 2, 2025, the PUCT voted to approve the settlement agreement with a modification to remove municipal legal fees and consulting and non-consulting fees from the securitization amount and defer such costs in a regulatory asset for recovery in a future ratemaking proceeding.
+Added: On October 22, 2025, Houston Electric filed a letter to affirm the removal of $ 2.9 million of municipal legal fees and consulting and non-consulting fees from the securitization amount and defer these costs until a future ratemaking proceeding.
+Added: A final order was issued by the PUCT on October 23, 2025.
+Added: On June 20, 2025, Houston Electric filed a request for a Financing Order for the distribution-related costs included in the May 2, 2025 Application for Determination of System Restoration Costs.
+Added: On August 19, 2025, Houston Electric filed a settlement agreement with the PUCT, under which Houston Electric would be entitled to securitize the approved distribution-related costs.
+Added: The settlement agreement also reduced the requested upfront qualified costs for printing materials by $ 25,000 and legal expenses by $ 125,000 .
+Added: The PUCT issued an irrevocable Financing Order on October 23, 2025, which became final and non-appealable on November 7, 2025.
+Added: In connection with the securitization of the system restoration costs approved in the Financing Order, Houston Electric and Restoration Bond Company III filed a registration statement, as amended on January 27, 2026, on Form SF-1 under the Securities Act with the SEC registering the public offering and sale of up to approximately $ 1.193 billion aggregate principal amount of Series 2026-A Senior Secured System Restoration Bonds.
+Added: The registration statement became effective on January 30, 2026.
+Added: Houston Electric anticipates receiving the net proceeds from the sale of the Series 2026-A Senior Secured System Restoration Bonds on February 26, 2026.
+Added: See Note 20 for additional detail on the offering of the Series 2026-A Senior Secured System Restoration Bonds.
+Added: See Note 14(c) for further information regarding litigation related to Hurricane Beryl.
(8) Stock-Based Incentive Compensation Plans and Employee Benefit Plans
1 unchanged sentence
CenterPoint Energy has LTIPs that provide for the issuance of stock-based incentives, including stock options, performance awards, restricted stock unit awards and restricted and unrestricted stock awards to officers, employees and non-employee directors.
−Removed: Approximately 30 million shares of Common Stock are authorized under these plans for awards.
+Added: Approximately 34 million shares of Common Stock are authorized under these plans for awards as of December 31, 2025.
CenterPoint Energy issues new shares of its Common Stock to satisfy stock-based payments related to LTIPs.
6 unchanged sentences
The performance awards granted in 2025, 2024 and 2023 are distributed based upon the achievement of certain performance conditions or market conditions over a three-year performance cycle.
−Removed: The performance conditions are based on CenterPoint Energy’s cumulative adjusted EPS and certain carbon emissions reduction goals.
+Added: The performance conditions are based on CenterPoint Energy’s cumulative adjusted EPS and, for performance awards granted in 2024 and 2023, certain carbon emissions reduction goals.
The market condition is based on CenterPoint Energy’s total shareholder return relative to a specified peer group.
1 unchanged sentence
The stock unit awards granted in 2025, 2024 and 2023 are service-based and subject to CenterPoint Energy’s achievement of positive operating income for the last full calendar year preceding the applicable vesting date.
−Removed: Stock units awarded in 2024 are service based, and vest under a three-year ratable vesting schedule, with one-third vesting as of each of the first three anniversaries of the grant date.
−Removed: Each vesting is subject to the achievement of a performance goal.
−Removed: Stock unit awards granted to employees in 2023 and 2022 cliff vest at the end of a three-year period.
−Removed: Stock unit awards granted to non-employee directors vest immediately upon grant.
+Added: Stock units awards granted in 2025 and 2024 vest under a three-year ratable vesting schedule, with one-third vesting as of each of the first three anniversaries of the grant date.
+Added: Stock unit awards granted in 2023 cliff vest at the end of a three-year period.
+Added: Each vesting under either the three-year ratable or cliff vesting schedule is subject to the achievement of the performance goal.
Upon vesting, shares under the stock unit awards are issued to the participants along with the value of dividend equivalents earned over the applicable vesting period.
+Added: Non-employee directors are granted stock awards that are vested immediately upon grant.
The following table summarizes CenterPoint Energy’s expenses related to LTIPs for the periods presented:
24 unchanged sentences
(1) Reflects maximum performance achievement.
−Removed: (2) Reflects the impact of current expectations of achievement and stock price.
+Added: (2) Reflects the impact of current expectations of achievement and stock price as of December 31, 2025.
Additional information related to the Performance Awards and Stock Unit Awards was as follows for the periods presented:
13 unchanged sentences
CenterPoint Energy maintains a non-contributory qualified defined benefit pension plan covering certain eligible employees, which is closed to new participants.
−Removed: CenterPoint Energy also maintains three additional qualified defined benefit pension plans, two of which are closed to new participants and one of which is frozen, that cover certain eligible employees and retirees of Vectren and are primarily non-contributory.
+Added: CenterPoint Energy also maintains three additional qualified defined benefit pension plans, two of which are closed to new participants and one of which is frozen, that cover certain eligible employees and retirees of Vectren and its subsidiaries and former subsidiaries and are primarily non-contributory.
In addition to the qualified defined benefit pension plans, CenterPoint Energy maintains unfunded non-qualified benefit restoration plans which allow participants to receive the benefits to which they would have been entitled under CenterPoint Energy’s qualified pension plan except for federally mandated limits on qualified plan benefits or on the level of compensation on which qualified plan benefits may be calculated.
CenterPoint Energy also maintains a frozen non-qualified supplemental retirement plan covering certain former executives of Vectren.
−Removed: In December 2022, the CenterPoint Energy Retirement Plan, a tax-qualified defined benefit pension plan, completed the 2022 Annuity Purchase to fund the annuities of certain retirees of the non-regulated business units of CenterPoint Energy (including previously divested businesses), as part of a de-risking strategy.
−Removed: The 2022 Annuity Purchase reduced the plan’s benefit obligation by $ 138 million and plan assets by $ 136 million, which were transferred to the annuity provider.
−Removed: The $ 138 million transferred benefit obligation represented 9.4 % of CenterPoint Energy’s total benefit obligation as of its last remeasurement prior to the transaction.
−Removed: As a result of this transaction, CenterPoint Energy incurred a settlement charge of $ 47 million.
−Removed: In addition, CenterPoint Energy was relieved of all responsibility for these pension obligations and the annuity
−Removed: provider assumed the obligation to pay and administer the pension benefits for the 1,119 impacted retirees and beneficiaries, with no changes to the amount, timing or form of the benefit payments.
−Removed: CenterPoint Energy’s net periodic cost includes the following components relating to pension, including the non-qualified benefit plans, for the periods presented:
+Added: CenterPoint Energy’s net periodic cost includes the following components relating to pension plans, including the non-qualified benefit plans, for the periods presented:
Year Ended December 31,
5 unchanged sentences
Amortization of net loss (2) 27 28 28
−Removed: Settlement cost (2) (3) — — 126
Net periodic cost $ 49 $ 51 $ 53
1 unchanged sentence
(2) Included in Other income (expense), net in CenterPoint Energy’s Statements of Consolidated Income, net of regulatory deferrals.
−Removed: (3) A one-time, non-cash settlement cost is required when the total lump sum distributions or other settlements of plan benefit obligations during a plan year exceed the service cost and interest cost components of the net periodic cost for that year.
−Removed: In 2023 and 2022, CenterPoint Energy recognized non-cash settlement cost due to lump sum settlement payments.
−Removed: The transfer of assets related to the 2022 Annuity Purchase is considered a lump sum settlement payment.
CenterPoint Energy used the following assumptions to determine net periodic cost relating to pension benefits for the periods presented:
5 unchanged sentences
In determining net periodic benefit cost, CenterPoint Energy uses fair value, as of the beginning of the year, as its basis for determining expected return on plan assets except for two of Vectren’s qualified defined benefit pension plans which use a market related value of assets.
−Removed: The following table summarizes changes in the benefit obligation, changes in plan assets, the amounts recognized in the Consolidated Balance Sheets as well as the key actuarial assumptions of CenterPoint Energy’s pension plans.
The measurement dates for plan assets and benefit obligations were December 31, 2025 and 2024.
+Added: The following table summarizes changes in the benefit obligation, changes in plan assets, the amounts recognized in the Consolidated Balance Sheets as well as the key actuarial assumptions of CenterPoint Energy’s pension plans for the periods presented:
December 31, 2025 December 31, 2024
17 unchanged sentences
Amounts Recognized in Balance Sheets
−Removed: Non-current assets $ 7 $ 4
−Removed: Current liabilities-other ( 7 ) ( 7 )
−Removed: Other liabilities-benefit obligations ( 345 ) ( 341 )
+Added: Other non-current assets
+Added: Other current liabilities
+Added: Benefit obligations
+Added: ( 275 ) ( 345 )
Net liability, end of year $ ( 272 ) $ ( 345 )
4 unchanged sentences
Interest crediting rate 3.75 3.00
−Removed: (1) Significant sources of actuarial gain for 2024 include the increase in discount rate from 4.95 % to 5.60 %, offset by losses due to expected return on plan assets exceeding actual return on plan assets.
+Added: (1) Significant sources of actuarial loss for 2025 include the decrease in discount rate from 5.60 % to 5.35 %, partially offset by gains due to actual return on plan assets exceeding expected return on plan assets.
(2) The discount rate assumption was determined by matching the projected cash flows of CenterPoint Energy’s plans against a hypothetical yield curve of high-quality corporate bonds represented by a series of annualized individual discount rates from one-half to 99 years.
(3) The expected rate of return assumption was developed using the targeted asset allocation of CenterPoint Energy’s plans and the expected return for each asset class.
−Removed: The following table displays pension benefits related to CenterPoint Energy’s pension plans that have accumulated benefit obligations in excess of plan assets as of the dates presented:
+Added: The following table displays pension benefits related to CenterPoint Energy’s pension plans that have accumulated benefit obligations in excess of plan assets for the periods presented:
December 31, 2025 December 31, 2024
9 unchanged sentences
(c) Postretirement Benefits
−Removed: CenterPoint Energy provides certain healthcare and life insurance benefits for eligible retired employees on both a contributory and non-contributory basis.
−Removed: The Registrants’ employees (other than employees of Vectren and its subsidiaries) who were hired before January 1, 2018 and who have met certain age and service requirements at retirement, as defined in the plan, are eligible to participate in these benefits, provided, however, that life insurance benefits are available only for eligible retired employees who retired before January 1, 2022.
−Removed: Employees hired on or after January 1, 2018 are not eligible for these benefits, except that such employees represented by IBEW Local Union 66 are eligible to participate in certain of the benefits, subject to the applicable age and service requirements.
−Removed: With respect to retiree medical and prescription drug benefits, and, effective January 1, 2021, dental and vision benefits, employees represented by the IBEW Local Union 66 who retire on or after January 1, 2017, and their dependents, receive any such benefits exclusively through the NECA/IBEW Family Medical Care Plan pursuant to the terms of the applicable collective bargaining agreement.
−Removed: Houston Electric and CERC are required to fund a portion of their obligations in accordance with rate orders.
−Removed: All other obligations are funded on a pay-as-you-go basis.
−Removed: CenterPoint Energy, through Vectren, also maintains a postretirement benefit plan that provides health care and life insurance benefits, which are a combination of self-insured and fully insured programs, to eligible Vectren retirees on both a contributory and non-contributory basis.
+Added: CenterPoint Energy provides certain healthcare and life insurance benefits for certain eligible retired employees on both a contributory and non-contributory basis.
+Added: CenterPoint Energy, through Vectren, also maintains a postretirement benefit plan that provides health care and life insurance benefits, which are a combination of self-insured and fully insured programs, to eligible Vectren retirees of Vectren and its subsidiaries and former subsidiaries on both a contributory and non-contributory basis.
Postretirement benefits are accrued over the active service period of employees.
8 unchanged sentences
Amortization of prior service cost (credit) (2) ( 2 ) ( 5 ) 2 ( 2 ) ( 5 ) 2 ( 2 ) ( 5 ) 2
−Removed: Amortization of net loss (2) ( 8 ) ( 4 ) ( 3 ) ( 8 ) ( 4 ) ( 3 ) ( 4 ) ( 2 ) ( 1 )
+Added: Amortization of net gain (2)
+Added: ( 10 ) ( 5 ) ( 3 ) ( 8 ) ( 4 ) ( 3 ) ( 8 ) ( 4 ) ( 3 )
Net postretirement benefit cost (credit) $ ( 4 ) $ ( 8 ) $ 3 $ ( 2 ) $ ( 8 ) $ 3 $ ( 1 ) $ ( 8 ) $ 4
7 unchanged sentences
Expected return on plan assets 5.78 % 5.93 % 5.35 % 5.21 5.36 4.77 5.13 5.26 4.69
−Removed: The following table summarizes changes in the benefit obligation, changes in plan assets, the amounts recognized in the Consolidated Balance Sheets and the key actuarial assumptions of the postretirement plans.
The measurement dates for plan assets and benefit obligations were December 31, 2025 and 2024.
+Added: The following table summarizes changes in the benefit obligation, changes in plan assets, the amounts recognized in the Consolidated Balance Sheets and the key actuarial assumptions of the postretirement plans for the periods presented:
December 31, 2025 December 31, 2024
7 unchanged sentences
Benefits paid ( 26 ) ( 10 ) ( 11 ) ( 21 ) ( 8 ) ( 9 )
+Added: Plan amendment ( 2 ) — ( 2 ) — — —
Actuarial (gain) loss (1) 25 11 9 ( 22 ) ( 9 ) ( 8 )
12 unchanged sentences
Amounts Recognized in Balance Sheets
−Removed: Current liabilities — other $ ( 8 ) $ — $ ( 4 ) $ ( 7 ) $ — $ ( 4 )
−Removed: Other liabilities — benefit obligations ( 131 ) ( 27 ) ( 55 ) ( 144 ) ( 27 ) ( 63 )
+Added: Other current liabilities
+Added: $ ( 8 ) $ — $ ( 5 ) $ ( 8 ) $ — $ ( 4 )
+Added: Benefit obligations
+Added: ( 144 ) ( 35 ) ( 56 ) ( 131 ) ( 27 ) ( 55 )
Net liability, end of year $ ( 152 ) $ ( 35 ) $ ( 61 ) $ ( 139 ) $ ( 27 ) $ ( 59 )
8 unchanged sentences
Year that the cost trend rates reach the ultimate trend rate - Post-65 2035 2035 2035 2034 2034 2034
−Removed: (1) Significant sources of actuarial gain for 2024 include increase in discount rate from 4.95 % to 5.60 %, offset by losses from updated claims and demographic review.
+Added: (1) Significant sources of actuarial loss for 2025 include the decrease in discount rate from 5.60 % to 5.35 %, updated claims and demographic review.
(2) The discount rate assumption was determined by matching the projected cash flows of the plans against a hypothetical yield curve of high-quality corporate bonds represented by a series of annualized individual discount rates from one-half to 99 years.
4 unchanged sentences
To the extent that excess liability does not relate to a rate-regulated utility, the offset is recorded as a reduction to equity in accumulated other comprehensive income.
−Removed: Amounts recognized in accumulated other comprehensive loss (income) consist of the following as of the dates presented:
+Added: Amounts recognized in accumulated other comprehensive loss (income) consist of the following for the periods presented:
December 31, 2025 December 31, 2024
16 unchanged sentences
Amortization of prior service cost — 1 1
−Removed: Settlement — — —
Total recognized in comprehensive income $ 1 $ 2 $ ( 3 )
9 unchanged sentences
Fixed income 44 % 54 %
−Removed: The following tables set forth by level, within the fair value hierarchy (see Note 9), CenterPoint Energy’s pension plan assets at fair value as of the dates presented:
+Added: The following tables set forth by level, within the fair value hierarchy (as described in Note 9), CenterPoint Energy’s pension plan assets at fair value as of the dates presented:
December 31, 2025 December 31, 2024
22 unchanged sentences
(2) The amounts invested in pooled investment funds were 100% allocated to real estate.
−Removed: The amounts invested common collective trust funds were allocated as follows as of the dates presented:
+Added: The amounts invested common collective trust funds were allocated as follows for the periods presented:
December 31, 2025 December 31, 2024
15 unchanged sentences
Cash 0 % 2 % 0 % 2 % 0 % 2 %
−Removed: The following table sets forth by level, within the fair value hierarchy (see Note 9), the Registrants’ postretirement plan assets, all of which were mutual funds, at fair value as of the dates presented:
+Added: The following table sets forth by level, within the fair value hierarchy (as described in Note 9), the Registrants’ postretirement plan assets, all of which were mutual funds, at fair value as of the dates presented:
December 31, 2025 December 31, 2024
12 unchanged sentences
The Registrants made the following contributions in 2025 and are required to make the following minimum contributions in 2026 to the indicated benefit plans below:
−Removed: Contributions in 2024 Expected Minimum Contributions in 2025
+Added: Contributions in 2025
+Added: Expected Minimum Contributions in 2026
CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC
3 unchanged sentences
Postretirement benefit plans 13 1 7 9 — 5
−Removed: Benefit payments are expected to be paid by the pension and postretirement benefit plans as follows:
+Added: Benefit payments are expected to be paid by the pension and postretirement benefit plans as follows for the periods presented:
Pension Benefits Postretirement Benefits
10 unchanged sentences
CenterPoint Energy maintains the CenterPoint Energy Savings Plan, a tax-qualified employee savings plan that includes a cash or deferred arrangement under Section 401(k) of the Code and an employee stock ownership plan under Section 4975(e)(7) of the Code.
−Removed: Under the plan, participating employees may make pre-tax or Roth contributions and, if eligible, after-tax contributions up to certain federally mandated limits.
+Added: Under the plan, participating employees may make pre-tax or Roth contributions and after-tax contributions up to certain federally mandated limits.
Participating Registrants provide matching contributions and, as of January 1, 2020, for certain eligible employees, non-elective contributions up to certain limits.
1 unchanged sentence
As of December 31, 2025, 6,443,228 shares of Common Stock were held by the savings plan, which represented approximately 6 % of its investments.
−Removed: Given the concentration of the investments in Common Stock, the savings plan and its participants have market risk related to this investment.
+Added: Given the concentration of the investments in Common Stock, the savings plan and its participants have market risk related to this
The savings plan limits the percentage of future contributions that can be invested in Common Stock to 25 % and prohibits transfers of account balances where the transfer would result in more than 25 % of a participant’s total account balance invested in Common Stock.
6 unchanged sentences
Savings plan benefit expenses (1) $ 75 $ 29 $ 22 $ 72 $ 27 $ 23 $ 67 $ 23 $ 20
−Removed: $ 72 $ 27 $ 23 $ 67 $ 23 $ 20 $ 72 $ 23 $ 22
(1) Amounts presented in the table above are included in Operation and maintenance expense in the Registrants’ respective Statements of Consolidated Income and shown prior to any amounts capitalized.
2 unchanged sentences
Benefit payments are made from the general assets of the participating Registrants or, in the case of certain plans, from a rabbi trust that is a grantor trust and remains subject to the claims of general creditors under applicable state and federal law.
−Removed: Expenses related to other benefit plans were recorded as follows for the periods presented:
−Removed: Year Ended December 31,
−Removed: 2024 2023 2022
−Removed: CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC
−Removed: (in millions)
−Removed: Deferred compensation plans $ 3 $ — $ — $ ( 1 ) $ — $ — $ 1 $ — $ —
−Removed: Amounts related to other benefit plans were included in Benefit Obligations in the Registrants’ accompanying Consolidated Balance Sheets as follows:
+Added: Amounts related to other benefit plans were included in Benefit Obligations in the Registrants’ accompanying Consolidated Balance Sheets as follows for the periods presented:
December 31, 2025 December 31, 2024
4 unchanged sentences
(j) Change in Control Agreements and Other Employee Matters
−Removed: CenterPoint Energy has a change in control plan, which was amended and restated on May 1, 2017.
−Removed: The plan generally provides, to the extent applicable, in the case of the occurrence of both a change in control of CenterPoint Energy and a covered
−Removed: termination of employment, for severance benefits of up to three times annual base salary plus bonus and other benefits.
−Removed: Certain CenterPoint Energy officers are participants under the plan.
+Added: CenterPoint Energy maintains a change in control plan for the benefit of certain CenterPoint Energy officers.
+Added: The plan generally provides, to the extent applicable, in the case of the occurrence of both a change in control of CenterPoint Energy and a covered termination of employment, for severance benefits of one to three times the sum of annual base salary and target annual bonus and other benefits.
As of December 31, 2025, the Registrants’ employees were covered by collective bargaining agreements as follows:
7 unchanged sentences
USW Locals 13-227 June 2027 5 % — % 16 %
−Removed: USW Locals 13-1 June 2027 — % — % 1 %
IBEW Local 702 June 2029
2 unchanged sentences
Total 42 % 54 % 54 %
−Removed: The collective bargaining agreements with Gas Workers Union Local 340, IBEW Local 949 and OPEIU Local 12 related to CERC employees in Minnesota, as well as with IBEW Local 702 related to SIGECO employees, are scheduled to expire in April 2025, December 2025, December 2025 and June 2025, respectively, and negotiations of these agreements are expected to be completed before the respective expirations.
+Added: The collective bargaining agreements with IBEW Locals 1393 and USW Locals 12213 & 7441 related to Indiana Gas employees, as well as with IBEW Local 66 related to Houston Electric employees, are scheduled to expire in December 2026 (IBEW Local 1393 & USW Locals 12213 & 7441) and May 2026 (IBEW Local 66), and negotiations of these agreements are
+Added: expected to be completed before the respective expirations.
+Added: The collective bargaining agreement with OPEIU Local 12 related primarily to CERC employees in Minnesota expired in December 2025 and negotiations are ongoing.
(9) Fair Value Measurements
6 unchanged sentences
Fair value assets and liabilities that are generally included in this category are derivatives with fair values based on inputs from actively quoted markets.
−Removed: A market approach is utilized to value the Registrants’ Level 2 natural gas derivative assets or liabilities.
+Added: A market approach is utilized to value the Registrants’ Level 2 interest rate derivative assets or liabilities and natural gas derivative assets or liabilities.
CenterPoint Energy’s Level 2 indexed debt securities derivative is valued using an option model and a discounted cash flow model, which uses projected dividends on the ZENS-Related Securities and a discount rate as observable inputs.
4 unchanged sentences
As of December 31, 2025 and December 31, 2024, the Registrants did not have any assets or liabilities classified as Level 3.
−Removed: The following tables present information about the Registrants’ assets and liabilities measured at fair value on a recurring basis as of December 31, 2024 and December 31, 2023 and indicate the fair value hierarchy of the valuation techniques utilized by the Registrants to determine such fair value:
+Added: The following tables present information about the Registrants’ assets and liabilities measured at fair value on a recurring basis as of the dates presented and indicate the fair value hierarchy of the valuation techniques utilized by the Registrants to determine such fair value:
CenterPoint Energy
December 31, 2025 December 31, 2024
−Removed: Level 1 Level 2 Level 3 Total
−Removed: Level 1 Level 2 Level 3 Total
+Added: Level 2 Level 3 Total Level 1
+Added: Level 2 Level 3 Total
Assets (in millions)
−Removed: Equity securities $ 561 $ — $ — $ 561 $ 541 $ — $ — $ 541
−Removed: Investments, including money market funds (1) 22 — — 22 31 — — 31
−Removed: Natural gas derivatives (1)
+Added: Investments in equity securities
$ 510 $ — $ — $ 510 $ 561 $ — $ — $ 561
+Added: Investments, including money market funds (1) 23 — — 23 22 — — 22
Total assets $ 533 $ — $ — $ 533 $ 583 $ — $ — $ 583
Indexed debt securities derivative $ — $ 564 $ — $ 564 $ — $ 619 $ — $ 619
−Removed: Natural gas derivatives (2)
−Removed: — 3 — 3 — 12 — 12
Total liabilities $ — $ 564 $ — $ 564 $ — $ 619 $ — $ 619
5 unchanged sentences
Investments, including money market funds (2)
+Added: $ 6 $ — $ — $ 6 $ 5 $ — $ — $ 5
Total assets $ 6 $ — $ — $ 6 $ 5 $ — $ — $ 5
3 unchanged sentences
Investments, including money market funds (1) $ 16 $ — $ — $ 16 $ 15 $ — $ — $ 15
−Removed: Natural gas derivatives (1)
−Removed: — 1 — 1 — — — —
Total assets $ 16 $ — $ — $ 16 $ 15 $ — $ — $ 15
−Removed: Natural gas derivatives (2)
−Removed: $ — $ 2 $ — $ 2 $ — $ 11 $ — $ 11
−Removed: Total liabilities $ — $ 2 $ — $ 2 $ — $ 11 $ — $ 11
−Removed: (1) Included in Prepaid expenses and other current assets in the respective Consolidated Balance Sheets.
−Removed: (2) Included in Other current liabilities in the respective Consolidated Balance Sheets.
+Added: (1) Primarily included in Other non-current assets in the respective Consolidated Balance Sheets.
+Added: (2) Primarily included in Prepaid expenses and other current assets in the Consolidated Balance Sheets.
Items Measured at Fair Value on a Nonrecurring Basis
−Removed: As a result of classifying the Louisiana and Mississippi natural gas LDC businesses as held for sale, CenterPoint Energy and CERC used a market approach consisting of contractual sales price adjusted for estimated working capital and other contractual purchase price adjustments to determine the fair value of the businesses classified as held for sale, which are Level 2 inputs.
−Removed: Neither CenterPoint Energy nor CERC recognized any gains or losses upon classification as held for sale for the year ended December 31, 2024.
+Added: As a result of classifying the Ohio Natural Gas LDC business and Louisiana and Mississippi Natural Gas LDC businesses as held for sale at December 31, 2025 and 2024, respectively, CenterPoint Energy and CERC used a market approach consisting of contractual sales price adjusted for estimated working capital and other contractual purchase price adjustments to determine the fair value of the businesses classified as held for sale, which are Level 2 inputs.
+Added: Neither CenterPoint Energy nor CERC recognized any gains or losses from held for sale for the years ended December 31, 2025 and 2024.
See Note 4 for further information.
Estimated Fair Value of Financial Instruments
−Removed: The fair values of cash and cash equivalents, investments in equity securities measured at fair value and short-term borrowings under AMAs are estimated to be approximately equivalent to carrying amounts and have been excluded from the table below.
−Removed: The carrying amounts of non-trading derivative assets and liabilities and CenterPoint Energy’s ZENS indexed debt securities derivative are stated at fair value and are excluded from the table below.
−Removed: The fair value of each debt instrument is determined by multiplying the principal amount of each debt instrument by a combination of historical trading prices and
−Removed: comparable issue data.
+Added: The fair values of cash and cash equivalents and investments in equity securities measured at fair value are estimated to be approximately equivalent to carrying amounts and have been excluded from the table below.
+Added: Additionally, CenterPoint Energy’s ZENS indexed debt securities derivative is stated at fair value and is excluded from the table below.
+Added: The fair value of each debt instrument included below is determined by multiplying the principal amount of each debt instrument by a combination of historical trading prices and comparable issue data.
These liabilities, which are not measured at fair value in the Registrants’ Consolidated Balance Sheets, but for which the fair value is disclosed, would be classified as Level 2 in the fair value hierarchy.
1 unchanged sentence
CenterPoint Energy (1) Houston Electric (1) CERC CenterPoint Energy (1) Houston Electric (1) CERC
−Removed: Long-term debt, including current maturities (in millions)
+Added: Short-term borrowings and long-term debt, including current maturities
+Added: (in millions)
Carrying amount $ 22,980 $ 10,079 $ 4,717 $ 20,961 $ 8,822 $ 5,184
Fair value 22,377 9,292 4,711 19,597 7,746 5,032
−Removed: (1) Includes Securitization Bonds, as applicable.
+Added: (1) Includes Securitization Bonds.
(10) Equity Securities and Indexed Debt Securities (ZENS) (CenterPoint Energy)
1 unchanged sentence
Gains and losses on equity securities, net of transaction costs, are recorded as Gain (loss) on equity securities in CenterPoint Energy’s Statements of Consolidated Income.
−Removed: The following table presents unrealized gains (losses), net on equity securities owned by CenterPoint Energy for each period presented:
+Added: The following table presents unrealized gains (losses), net on equity securities owned by CenterPoint Energy for the periods presented:
Year Ended December 31,
4 unchanged sentences
WBD Common 45 ( 2 ) 5
−Removed: Energy Transfer Common Units (1)
−Removed: Energy Transfer Series G Preferred Units (1)
Total unrealized gains (losses) on equity securities, net $ ( 51 ) $ 20 $ 31
−Removed: (1) In 2022, CenterPoint Energy completed the execution of its previously announced plan to exit the midstream sector by selling its remaining Energy Transfer Common Units and Energy Transfer Series G Preferred Units.
−Removed: CenterPoint Energy and its subsidiaries hold shares of certain securities, which are classified as trading securities.
−Removed: Shares of AT&T Common, Charter Common and WBD Common are expected to be held to facilitate CenterPoint Energy’s ability to meet its obligation under the ZENS.
−Removed: The following table presented the shares held by CenterPoint Energy and their carrying value for each period presented:
+Added: CenterPoint Energy and its subsidiaries hold shares of certain securities detailed in the table below, which are classified as trading securities.
+Added: Shares of AT&T Common, Charter Common and WBD Common are expected to be held to facilitate
+Added: CenterPoint Energy’s ability to meet its obligation under the ZENS.
+Added: The following table represents information on CenterPoint Energy’s equity securities for the periods presented:
Shares Held at December 31, Carrying Value at December 31,
7 unchanged sentences
The number and identity of the reference shares attributable to each ZENS are adjusted for certain corporate events.
−Removed: CenterPoint Energy’s reference shares for each ZENS consisted of the following as of the dates presented:
+Added: CenterPoint Energy’s reference shares for each ZENS consisted of the following for the periods presented:
December 31, 2025 December 31, 2024
2 unchanged sentences
WBD Common 0.173817 0.173817
+Added: On June 9, 2025, WBD announced plans to separate the company, in a tax-free transaction, into two publicly traded companies, referred to by WBD as, respectively, the “Streaming & Studios” company and the “Global Networks” company (Discovery Global).
+Added: On December 5, 2025, Netflix and WBD announced they had entered into an agreement under which Netflix will acquire the “Streaming & Studio” company following the previously-announced division.
+Added: Under the agreement, each WBD shareholder would receive $ 23.25 in cash and $ 4.50 in shares of Netflix common stock for each share of WBD Common outstanding at the closing of the transaction.
+Added: On January 20, 2026, Netflix and WBD announced they had amended their agreement to be all-cash transaction.
+Added: If the division and merger close, WBD Common would be exchanged for cash and Discovery Global stock and as a result, reference shares would consist of AT&T Common, Charter Common, and stock in Discovery Global.
CenterPoint Energy pays interest on the ZENS at an annual rate of 2 % plus the amount of any quarterly cash dividends paid in respect of the reference shares attributable to the ZENS.
The principal amount of the ZENS is subject to increases or decreases to the extent that the annual yield from interest and cash dividends on the reference shares attributable to the ZENS is less than or more than 2.309 %.
−Removed: The adjusted principal amount is defined in the ZENS instrument as “contingent principal.” As of December 31, 2024, the ZENS, having an original principal amount of $ 828 million and a contingent principal amount of $ 9 million, were outstanding and were exchangeable, at the option of the holders, for cash equal to 95 % of the market value of the reference shares attributable to the ZENS.
+Added: The adjusted principal amount is defined in the ZENS instrument as “contingent principal.” As of December 31, 2025, the ZENS, having an original principal amount of $ 828 million and a contingent principal amount of less than $ 0.1 million, were outstanding and were exchangeable, at the option of the holders, for cash equal to 95 % of the market value of the reference shares attributable to the ZENS.
As of December 31, 2025, the market value of such shares was approximately $ 507 million, which would provide an exchange amount of $ 582 for each $ 1,000 original principal amount of ZENS.
6 unchanged sentences
The following table provides summarized financial information related to CenterPoint Energy’s investment in ZENS-Related Securities and each component of CenterPoint Energy’s ZENS obligation for the periods presented:
−Removed: Securities Debt
−Removed: of ZENS Derivative
+Added: Investment in Equity Securities Indexed Debt, net Indexed Debt Securities Derivative
(in millions)
3 unchanged sentences
Distribution to ZENS holders — ( 2 ) —
−Removed: Gain on indexed debt securities — — ( 325 )
−Removed: Loss on ZENS-Related Securities ( 313 ) — —
+Added: Loss on indexed debt securities
+Added: Gain on ZENS-Related Securities
Balance as of December 31, 2023 538 5 605
8 unchanged sentences
Distribution to ZENS holders — ( 2 ) —
−Removed: Loss on indexed debt securities — — 14
−Removed: Gain on ZENS-Related Securities 20 — —
+Added: Gain on indexed debt securities
+Added: Loss on ZENS-Related Securities
Balance as of December 31, 2025 $ 507 $ — $ 564
1 unchanged sentence
Dividends Declared and Paid (CenterPoint Energy)
−Removed: CenterPoint Energy’s dividends declared and dividends paid during 2024, 2023 and 2022 are presented below:
+Added: CenterPoint Energy’s dividends declared and dividends paid are as follows for the periods presented:
Dividends Declared Per Share Dividends Paid Per Share
9 unchanged sentences
On January 10, 2024, CenterPoint Energy entered into an Equity Distribution Agreement with certain financial institutions with respect to the offering and sale from time to time of shares of Common Stock, having an aggregate gross sales price of up to $ 500 million.
−Removed: Sales of Common Stock may be made by any method permitted by applicable law and deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act of 1933, as amended.
−Removed: CenterPoint Energy may also enter into one or more forward sales agreements pursuant to master forward confirmations.
+Added: Sales of Common Stock may be made by any method permitted by applicable law and deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act.
The offer and sale of Common Stock under the Equity Distribution Agreement will terminate upon the earliest of (1) the sale of all Common Stock subject to the Equity Distribution Agreement, (2) termination of the Equity Distribution Agreement or (3) May 17, 2026.
−Removed: During the year ended
−Removed: December 31, 2024, CenterPoint Energy issued 8,790,848 shares of Common Stock through the ATM Managers under the Equity Distribution Agreement, representing aggregate cash proceeds of $ 247 million, which was net of compensation paid by CenterPoint Energy to the ATM Managers of $ 2 million.
−Removed: As of December 31, 2024, CenterPoint Energy had not entered into any forward sale agreements under the at-the-market program.
−Removed: Additionally, as of December 31, 2024, CenterPoint Energy had $ 250 million of remaining capacity available under the program.
+Added: In April 2025, CenterPoint Energy entered into separate forward sale agreements pursuant to the Equity Distribution Agreement with certain of the ATM Forward Purchasers relating to 3,277,764 shares and 680,902 shares of Common Stock at
+Added: an initial forward price of $ 36.29 per share and $ 36.72 per share, respectively.
+Added: The gross sales price of these shares totaled approximately $ 120 million and $ 25 million, respectively.
+Added: In connection with these sales, the ATM Forward Sellers were deemed to have received commissions of approximately $ 1 million and less than $ 1 million, respectively.
+Added: In May 2025, CenterPoint Energy entered into a forward sale agreement with an ATM Forward Purchaser relating to 521,962 shares of Common Stock at an initial forward price of $ 37.49 per share.
+Added: The gross sales price of these shares totaled approximately $ 20 million.
+Added: In connection with these sales, the ATM Forward Seller was deemed to have received a commission of less than $ 1 million.
+Added: CenterPoint Energy has not received any proceeds from such sales of borrowed shares.
+Added: On a settlement date or dates, if CenterPoint Energy elects to physically settle the forward sale agreements, CenterPoint Energy will issue shares of Common Stock to the counterparties at the then-applicable forward sale price.
+Added: The forward price used to determine amounts due at settlement is calculated based on a floating interest rate factor equal to the overnight bank funding rate less a spread of 75 basis points, and will be subject to decrease on certain dates specified in the forward sale agreements by specified amounts related to expected dividends on the shares of the Common Stock during the term of the forward sale agreements.
+Added: If the overnight bank funding rate is less than or more than the spread on any day, the interest rate factor will result in a reduction or an increase, respectively, of the forward sale price.
+Added: As initial pricing terms were based on market prices for Common Stock, no amounts were recorded at the execution of the forward sale agreements.
+Added: CenterPoint Energy will receive proceeds when settlement occurs and will record the proceeds in equity.
+Added: The forward sale agreements pursuant to the Equity Distribution Agreement require CenterPoint Energy to, at its election on or prior to May 14, 2026, either (1) physically settle the transactions by issuing the total of 4,480,628 shares of Common Stock to the counterparties in exchange for cash of approximately $ 165 million or (2) net settle the transactions in whole or in part through the delivery or receipt of cash or shares of Common Stock.
+Added: Pursuant to such net settlement provisions, these agreements could have been settled on December 31, 2025 by CenterPoint Energy’s delivery of approximately $ 7.0 million of cash or 187,450 shares of Common Stock to the banking counterparties if CenterPoint Energy unilaterally elected net cash or net share settlement, respectively.
+Added: As of December 31, 2025, CenterPoint Energy had approximately $ 85 million of remaining capacity available under the at-the-market program.
+Added: (c) Forward Sale Agreements
+Added: In May 2025, CenterPoint Energy entered into separate forward sale agreements with certain financial institutions relating to an aggregate of 24,864,865 shares of Common Stock at an initial forward price of $ 36.26 per share.
+Added: On a settlement date or dates, if CenterPoint Energy elects to physically settle the forward sale agreements, CenterPoint Energy will issue shares of Common Stock to the counterparties at the then-applicable forward sale price.
+Added: Each forward sale agreement provides that the initial forward sale price will be subject to adjustment based on a floating interest rate factor equal to the overnight bank funding rate less a spread of 75 basis points, and will be subject to decrease on each of certain dates specified in the relevant forward sale agreement by amounts related to expected dividends on shares of the Common Stock during the term of such forward sale agreement.
+Added: If the overnight bank funding rate is less than or more than the spread on any day, the interest rate factor will result in a reduction or an increase, respectively of the forward sale price.
+Added: As initial pricing terms were based on market prices for Common Stock, no amounts were recorded at the execution of the forward sale agreements.
+Added: CenterPoint Energy will receive proceeds when settlement occurs and will record the proceeds in equity.
+Added: The forward sale agreements require CenterPoint Energy to, at its election on or prior to February 25, 2027, either (1) physically settle the transactions by issuing the total of 24,864,865 shares of Common Stock to the counterparties in exchange for cash of $ 907 million or (2) net settle the transactions in whole or in part through the delivery or receipt of cash or shares of Common Stock.
+Added: Pursuant to such net settlement provisions, these agreements could also have been settled on December 31, 2025 by CenterPoint Energy’s delivery of approximately $ 45 million of cash or 1,161,405 shares of Common Stock to the banking counterparties if CenterPoint Energy unilaterally elected net cash or net share settlement, respectively.
Series A Preferred Stock (CenterPoint Energy)
−Removed: Liquidation Preference Per Share
−Removed: Share Outstanding as of December 31,
−Removed: Outstanding Value as of December 31,
−Removed: 2024 2023 2022 2024 2023 2022
−Removed: (in millions, except shares and per share amount)
−Removed: Series A Preferred Stock (1) $ 1,000 — — 800,000 $ — $ — $ 790
−Removed: (1) All of the outstanding shares of Series A Preferred Stock were redeemed during 2023 as further described below.
−Removed: Income Allocated to Series A Preferred Shareholders
−Removed: Year Ended December 31,
−Removed: 2024 2023 2022
−Removed: (in millions)
−Removed: Series A Preferred Stock $ — $ 50 $ 49
−Removed: Prior to the redemption of all outstanding shares of Series A Preferred Stock in September 2023, as further described below, the aggregate liquidation value of the Series A Preferred Stock was $ 800 million with a per share liquidation value of $ 1,000 .
−Removed: The Series A Preferred Stock was redeemable at CenterPoint Energy’s election on or after September 1, 2023, for cash at a redemption price of $ 1,000 per share, plus any accumulated and unpaid dividends thereon to, but excluding, the redemption date.
−Removed: The Series A Preferred Stock accrued cumulative dividends, calculated as a percentage of the stated amount per share, at a fixed annual rate of 6.125 % per annum to be paid in cash if, when and as declared.
−Removed: If declared, dividends were payable semi-annually in arrears on each March 1 and September 1, beginning on March 1, 2019.
−Removed: Cumulative dividends earned during the applicable periods are presented on CenterPoint Energy’s Statements of Consolidated Income as Preferred stock dividend requirement.
−Removed: Redemption of Series A Preferred Stock.
On September 1, 2023, CenterPoint Energy redeemed all 800,000 outstanding shares of Series A Preferred Stock, in whole for cash at a redemption price of $1,000.
+Added: Income allocated to the Series A Preferred shareholders was $ 50 million for the year ended December 31, 2023.
+Added: The Series A Preferred Stock accrued cumulative dividends, calculated as a percentage of the stated amount per share, at a fixed annual rate of 6.125 % per annum to be paid in cash if, when and as declared.
+Added: If declared, dividends were payable semi-annually in arrears on each March 1 and September 1.
Accumulated Other Comprehensive Income (Loss) (CenterPoint Energy, Houston Electric and CERC)
8 unchanged sentences
Amounts reclassified from accumulated other comprehensive income (loss):
−Removed: Prior service cost (benefit) (1) 1 — 1 1 — ( 2 )
+Added: Prior service cost (1)
Actuarial losses (gain) (1) ( 2 ) — ( 3 ) 2 — ( 2 )
5 unchanged sentences
(1) Amounts are included in the computation of net periodic cost and are reflected in Other income (expense), net in each of the Registrants’ respective Statements of Consolidated Income.
+Added: (2) Amounts are reflected in Interest expense and other finance charges in CenterPoint Energy’s Statements of Consolidated Income.
(12) Short-term Borrowings and Long-term Debt
Short-term Borrowings and Long-term Debt:
−Removed: As of December 31, 2024 and 2023, the Registrants had the following short-term borrowings and long-term debt outstanding:
+Added: The Registrants had the following short-term borrowings and long-term debt outstanding as of the dates presented:
December 31, 2025 December 31, 2024
5 unchanged sentences
2,470 1,517 3,950 —
−Removed: CenterPoint Energy junior subordinated notes 6.70 % to 7.00 % due 2055
+Added: CenterPoint Energy Junior Subordinated Notes 5.95 % to 7.00 % due 2055 to 2056
+Added: 2,000 — 1,300 —
CenterPoint Energy pollution control bonds 5.125 % due 2028 (3)
11 unchanged sentences
Short Term Borrowings:
+Added: Term loan (7)
$ — $ 500 $ — $ 500
3 unchanged sentences
Other 1 — 1 —
−Removed: Bond Company IV:
−Removed: Transition bonds 3.028 % due 2024
+Added: Restoration Bond Company II Securitization Bonds 4.26 % to 4.83 % due 2035 to 2040 (9)
Unamortized debt issuance costs ( 73 ) — ( 62 ) —
1 unchanged sentence
Total Houston Electric debt $ 9,252 $ 827 $ 8,322 $ 500
−Removed: Short-term borrowings:
−Removed: Inventory financing (9) $ — $ — $ — $ 4
−Removed: Long-term debt:
Senior notes 1.75 % to 6.625 % due 2026 to 2047
3 unchanged sentences
Unamortized debt issuance costs ( 23 ) — ( 31 ) —
−Removed: Unamortized discount and premium, net — — 1 —
Total CERC debt $ 4,657 $ 60 $ 5,174 $ 10
10 unchanged sentences
The SIGECO Securitization Bonds will be repaid over time through a securitization charge imposed on retail electric customers in SIGECO’s service territory.
+Added: (7) On November 20, 2025, Houston Electric, Mizuho Bank, Ltd., as administrative agent, and the banks party thereto entered into a First Amendment to the Term Loan Agreement, amending Houston Electric’s Term Loan Agreement dated as of June 24, 2024.
+Added: The First Amendment extended the maturity date of the Term Loan Agreement from December 24, 2025 to March 31, 2026.
(8) The general mortgage bonds issued by Houston Electric subject Houston Electric’s properties to a lien under the General Mortgage as further discussed below.
+Added: (9) Scheduled final payment dates are December 15, 2035 and June 15, 2040.
+Added: The Restoration Bond Company II Securitization Bonds will be repaid over time through a securitization charge imposed on retail electric customers in Houston Electric’s service territory.
(10) Issued by CERC Corp.
−Removed: (9) Represents AMA transactions accounted for as an inventory financing.
Debt Transactions
5 unchanged sentences
Houston Electric (2)
−Removed: June 2024 Term Loan 500 SOFR (9) + 1.00 %
+Added: August 2025 General Mortgage Bonds 600 4.95 % 2035
Houston Electric (3)
−Removed: October 2024 General Mortgage Bonds 500 5.05 % 2035
+Added: September 2025 Securitization Bonds
+Added: 402 4.255 % - 4.826 %
Total Houston Electric 1,502
−Removed: June 2024 Senior Notes 400 5.40 % 2034
−Removed: Total CERC 400
CenterPoint Energy (4)
−Removed: May 2024 Senior Notes 700 5.40 % 2029
+Added: January 2025 First Mortgage Bonds
+Added: 165 5.69 % 2055
CenterPoint Energy (5)
−Removed: August 2024 First Mortgage Bonds
+Added: July 2025 First Mortgage Bonds
100 5.09 % 2031
CenterPoint Energy (5)
−Removed: August 2024 First Mortgage Bonds
+Added: July 2025 First Mortgage Bonds
105 5.52 % 2035
CenterPoint Energy (6)
−Removed: August 2024 Junior Subordinated Notes
+Added: July 2025 2028 Convertible Senior Notes
1,000 3.00 % 2028
CenterPoint Energy (7)
−Removed: August 2024 Junior Subordinated Notes
+Added: October 2025 First Mortgage Bonds
45 5.77 % 2040
CenterPoint Energy (7)
+Added: October 2025 First Mortgage Bonds
+Added: 100 6.18 % 2055
+Added: CenterPoint Energy (8)
October 2025 Junior Subordinated Notes
1 unchanged sentence
Total CenterPoint Energy $ 3,717
−Removed: (1) Total proceeds from Houston Electric’s February 2024 issuance of general mortgage bonds, net of transaction expenses and fees, were approximately $ 395 million, which were used for general limited liability company purposes, including capital expenditures and working capital purposes.
−Removed: (2) On June 28, 2024, Houston Electric borrowed $ 100 million aggregate principal amount available under the term loan agreement.
−Removed: In September 2024, Houston Electric borrowed $ 200 million aggregate principal amount available under the term loan agreement.
−Removed: In November 2024, Houston Electric requested additional commitments under the term loan agreement and borrowed $200 million under the term loan agreement.
−Removed: Houston Electric has used the proceeds thereof for working capital purposes to support liquidity needs from the May 2024 Storm Events and general limited liability company purposes.
−Removed: (3) Total net proceeds from Houston Electric’s October 2024 issuance of general mortgage bonds, net of transaction expenses and fees, were approximately $ 494 million, which were used for general limited liability company purposes, including capital expenditures and working capital purposes.
−Removed: (4) Total proceeds from CERC’s June 2024 issuance of senior notes, net of transaction expenses and fees, were approximately $ 396 million which were used for general corporate purposes, including the repayment of a portion of CERC’s outstanding commercial paper.
−Removed: (5) Total proceeds from CenterPoint Energy’s May 2024 issuance of senior notes, net of transaction expenses and fees, were approximately $ 693 million which were used for general corporate purposes including the redemption of $ 350 million aggregate principal amount of CenterPoint Energy’s outstanding floating rate senior notes due 2024 and the repayment of a portion of CenterPoint Energy’s outstanding commercial paper.
+Added: (1) Net proceeds from Houston Electric’s February 2025 issuance of general mortgage bonds, after deducting transaction expenses and fees, were approximately $ 495 million, which were used for general limited liability company purposes, including capital expenditures and working capital purposes.
+Added: (2) Net proceeds from Houston Electric’s August 2025 issuance of general mortgage bonds, after deducting transaction expenses and fees, were approximately $ 592 million, which were used for general limited liability company purposes, including capital expenditures and working capital purposes.
+Added: (3) Issued by Restoration Bond Company II.
+Added: Net proceeds from the September 2025 issuance of the Restoration Bond Company II Securitization Bonds, after deducting transaction expenses and fees, were approximately $ 396 million, which were used to purchase the system restoration property from Houston Electric.
(4) Issued by SIGECO.
−Removed: Total proceeds from SIGECO’s August 2024 issuance of first mortgage bonds, net of transaction expenses and fees, of approximately $ 159 million were used for general corporate purposes, including repaying short-term debt and long-term debt at maturity or otherwise.
−Removed: See Note 20 for additional information.
−Removed: (7) Total proceeds from CenterPoint Energy’s August 2024 issuance of junior subordinated notes, net of transaction expenses and fees, were approximately $ 790 million, which were used for general corporate purposes, including the
−Removed: redemption of $ 500 million aggregate principal amount of CenterPoint Energy’s outstanding 2.50 % senior notes due 2024 and the repayment of a portion of CenterPoint Energy’s outstanding commercial paper.
−Removed: (8) Total proceeds from CenterPoint Energy’s October 2024 issuance of junior subordinated notes, net of transaction expenses and fees, were approximately $ 494 million, which were used for general company purposes including the repayment of a portion of CenterPoint Energy’s outstanding commercial paper.
−Removed: (9) The borrowings under the term loan agreement bear interest at Houston Electric’s option, at a rate equal to either (i) Term SOFR (as defined in the term loan agreement), which includes an adjustment of 0.10 % per annum plus a margin of 1.0 %, or (ii) the Alternate Base Rate (as defined in the term loan agreement)
−Removed: Junior Subordinated Notes.
−Removed: As described in the table above, in August 2024, CenterPoint Energy issued $ 400 million aggregate principal amount of Junior Subordinated Series A Notes and $ 400 million aggregate principal amount of Junior Subordinated Series B Notes.
−Removed: Interest on the August Junior Subordinated Notes accrues from August 14, 2024 and is payable semiannually in arrears on February 15 and August 15 of each year, beginning on February 15, 2025, and maturing on February 15, 2055.
−Removed: The Junior Subordinated Series A Notes bear interest (i) from and including August 14, 2024 to, but excluding, February 15, 2030 at the rate of 7.000 % per annum and (ii) from and including February 15, 2030, during each five-year period following February 15, 2030, at a rate per annum equal to the Five-Year Treasury Rate (as defined in the Junior Subordinated Notes Indenture) as of two business days prior to the beginning of the applicable Junior Subordinated Series A Interest Reset Period plus a spread of 3.254 %, with such rate per annum to be reset on each five-year anniversary of February 15, 2030.
−Removed: The Junior Subordinated Series B Notes bear interest (i) from and including August 14, 2024, but excluding, February 15, 2035 at the rate of 6.850 % per annum and (ii) from and including February 15, 2035, during each five-year period following February 15, 2035, at a rate per annum equal to the Five-Year Treasury Rate (as defined in the Junior Subordinated Notes Indenture) as of two business days prior to the beginning of the applicable Junior Subordinated Series B Interest Reset Period plus a spread of 2.946 %, with such rate per annum to be reset on each five-year anniversary of February 15, 2035.
−Removed: As described in the table above, in October 2024, CenterPoint Energy issued $ 500 million aggregate principal amount of Junior Subordinated Series C Notes.
−Removed: Interest on the Junior Subordinated Series C Notes accrues from October 31, 2024 and is payable semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2025, and maturing on May 15, 2055.
−Removed: The Junior Subordinated Series C Notes bear interest (i) from and including October 31, 2024 to, but excluding May 15, 2030 at the rate of 6.700 % per annum and (ii) from and including May 15, 2030, during each five-year period following May 15, 2030 at a rate per annum equal to the Five-Year Treasury Rate (as defined in the Junior Subordinated Notes Indenture) as of two business days prior to the beginning of the applicable Junior Subordinated Series C Interest Reset Period plus a spread of 2.586 %, with such rate per annum to be reset on each five-year anniversary of May 15, 2030.
−Removed: So long as no event of default (as defined in the prospectus supplement relating to the offering of the Junior Subordinated Notes) with respect to a given series of Junior Subordinated Notes has occurred and is continuing, CenterPoint Energy may, at its option, defer interest payments on such series of Junior Subordinated Notes, from time to time, for one or more deferral periods of up to 20 consecutive semiannual interest payment periods, except that no such optional deferral period (as defined in the prospectus supplement relating to the offering of the Junior Subordinated Notes) may extend beyond the final maturity date of such series of Junior Subordinated Notes or end on a day other than the day immediately preceding an interest payment date.
+Added: Net proceeds from SIGECO’s January 2025 issuance of first mortgage bonds, after deducting transaction expenses and fees, were approximately $ 164 million, which were used for the acquisition of Posey Solar.
+Added: (5) Issued by SIGECO.
+Added: Total proceeds from SIGECO’s July 2025 issuance of the Series 2025B Bonds were used for general corporate purposes, including repaying short-term debt, refunding long-term debt at maturity or otherwise and funding capital expenditures.
+Added: (6) Net proceeds from CenterPoint Energy’s July 2025 issuance of convertible senior notes, after deducting transaction expenses and fees, were approximately $ 987 million, which were used for general corporate purposes, including repayment of a portion of CenterPoint Energy’s outstanding commercial paper and other debt.
+Added: (7) Issued by SIGECO.
+Added: Total proceeds from SIGECO’s October 2025 issuance of first mortgage bonds of the Series 2025C Bonds were used for general corporate purposes, including repaying short-term debt, refunding long-term debt at maturity or otherwise and funding capital expenditures.
+Added: (8) Net proceeds from CenterPoint Energy’s October 2025 issuance of junior subordinated notes, after deducting transaction expenses and fees, were approximately $ 691 million, which were used for general corporate purposes, including the repayment of a portion of CenterPoint Energy’s outstanding commercial paper.
+Added: Junior Subordinated Notes due 2056.
+Added: As described in the table above, in October 2025, CenterPoint Energy issued $ 700 million aggregate principal amount of 5.950 % Fixed-to-Fixed Reset Rate Junior Subordinated Notes, Series D, due 2056
+Added: (the “Series D Notes”).
+Added: Interest on the Series D Notes accrues from October 2, 2025 and is payable semiannually in arrears on April 1 and October 1 of each year, beginning on April 1, 2026, and maturing on April 1, 2056.
+Added: The Series D Notes bear interest (i) from and including October 2, 2025 to, but excluding, April 1, 2031 at the rate of 5.950 % per annum and (ii) from and including April 1, 2031, during each five-year period following April 1, 2031 (each such five-year period, a “Series D Interest Reset Period”), at a rate per annum equal to the Five-Year Treasury Rate (as defined in the Junior Subordinated Notes Indenture) as of two business days prior to the beginning of the applicable Series D Interest Reset Period plus a spread of 2.223 %, with such rate per annum to be reset on each five-year anniversary of April 1, 2031;
+Added: provided that the interest rate during any Series D Interest Reset Period will not reset below 5.950 % per annum (which is the same interest rate as in effect from and including the original issue date to, but excluding, April 1, 2031).
+Added: So long as no event of default (as defined in the prospectus supplement relating to the offering of the Series D Notes) with respect to the Series D Notes has occurred and is continuing, CenterPoint Energy may, at its option, defer interest payments on the Series D Notes, from time to time, for one or more deferral periods of up to 20 consecutive semiannual interest payment periods, except that no such optional deferral period (as defined in the prospectus supplement relating to the offering of the Series D Notes) may extend beyond the final maturity date of the Series D Notes or end on a day other than the day immediately preceding an interest payment date.
During any optional deferral period, CenterPoint Energy (and its majority-owned subsidiaries, as applicable) will not (subject to certain exceptions as described in the Junior Subordinated Notes Indenture):
1 unchanged sentence
(ii) redeem, purchase, acquire or make a liquidation payment with respect to any of CenterPoint Energy’s capital stock;
−Removed: (iii) pay any principal, interest (to the extent such interest is deferrable) or premium on, or repay, repurchase or redeem any of CenterPoint Energy’s indebtedness that ranks equally with or junior to the Junior Subordinated Notes in right of payment (including debt securities of other series, such as the other series of the Junior Subordinated Notes issued);
−Removed: or (iv) make any payments with respect to any guarantees by CenterPoint Energy of any indebtedness if such guarantees rank equally with or junior to the Junior Subordinated Notes in right of payment.
−Removed: The Junior Subordinated Notes are CenterPoint Energy’s unsecured obligations and rank junior and subordinate in right of payment to the prior payment in full of CenterPoint Energy’s existing and future Senior Indebtedness (as defined in the Junior Subordinated Notes Indenture).
+Added: (iii) pay any principal, interest (to the extent such interest is deferrable) or premium on, or repay, repurchase or redeem any of CenterPoint Energy’s indebtedness that ranks equally with or junior to the Series D Notes in right of payment (including debt securities of other series, such as the other series of the Junior Subordinated Notes outstanding);
+Added: or (iv) make any payments with respect to any guarantees by CenterPoint Energy of any indebtedness if such guarantees rank equally with or junior to the Series D Notes in right of payment.
+Added: The Series D Notes are CenterPoint Energy’s unsecured obligations and rank junior and subordinate in right of payment to the prior payment in full of CenterPoint Energy’s existing and future Senior Indebtedness (as defined in the Junior Subordinated Notes Indenture).
2026 Convertible Senior Notes.
2 unchanged sentences
Prior to the close of business on the business day immediately preceding May 15, 2026, the 2026 Convertible Notes are convertible only under certain conditions.
−Removed: On or after May 15, 2026 until the close of business on the second scheduled trading
−Removed: day immediately preceding the maturity date, holders of the Convertible Notes may convert all or any portion of their Convertible Notes at any time at the conversion rate then in effect, irrespective of the conditions.
−Removed: CenterPoint Energy may not redeem the Convertible Notes prior to the maturity date and no sinking fund is provided for the Convertible Notes.
+Added: On or after May 15, 2026 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the 2026 Convertible Notes may convert all or any portion of their 2026 Convertible Notes at any time at the conversion rate then in effect, irrespective of the conditions.
+Added: CenterPoint Energy may not redeem the 2026 Convertible Notes prior to the maturity date.
Upon conversion of the 2026 Convertible Notes, CenterPoint Energy will pay cash up to the aggregate principal amount of the 2026 Convertible Notes to be converted and pay or deliver, as the case may be, cash, shares of Common Stock, or a combination of cash and shares of Common Stock, at CenterPoint Energy’s election, in respect of the remainder, if any, of CenterPoint Energy’s conversion obligation in excess of the aggregate principal amount of the 2026 Convertible Notes being converted.
3 unchanged sentences
The conversion rate will be subject to adjustment in some events (as described in the 2026 Convertible Notes Indenture) but will not be adjusted for any accrued and unpaid interest.
+Added: 2028 Convertible Senior Notes.
+Added: Interest on the 2028 Convertible Notes is payable semiannually in arrears on February 1 and August 1 of each year, beginning on February 1, 2026.
+Added: The 2028 Convertible Notes will mature on August 1, 2028, unless earlier converted or repurchased by CenterPoint Energy in accordance with their terms.
+Added: Prior to the close of business on the business day immediately preceding May 1, 2028, the 2028 Convertible Notes are convertible only under certain conditions.
+Added: On or after May 1, 2028 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the 2028 Convertible Notes may convert all or any portion of their
+Added: 2028 Convertible Notes at any time at the conversion rate then in effect, irrespective of the conditions.
+Added: CenterPoint Energy may not redeem the 2028 Convertible Notes prior to the maturity date.
+Added: Upon conversion of the 2028 Convertible Notes, CenterPoint Energy will pay cash up to the aggregate principal amount of the 2028 Convertible Notes to be converted and pay or deliver, as the case may be, cash, shares of Common Stock, or a combination of cash and shares of Common Stock, at CenterPoint Energy’s election, in respect of the remainder, if any, of CenterPoint Energy’s conversion obligation in excess of the aggregate principal amount of the 2028 Convertible Notes being converted.
+Added: The conversion rate for the 2028 Convertible Notes is initially 21.4477 shares of Common Stock per $1,000 principal amount of 2028 Convertible Notes (equivalent to an initial conversion price of approximately $ 46.63 per share of Common Stock).
+Added: The initial conversion price of the 2028 Convertible Notes represents a premium of approximately 25.0 % over the last reported sale price of the Common Stock on the NYSE on July 28, 2025.
+Added: Initially, a maximum of 26,809,600 shares of Common Stock may be issued upon conversion of the 2028 Convertible Notes based on the initial maximum conversion rate of 26.8096 shares of Common Stock per $1,000 principal amount of 2028 Convertible Notes.
+Added: The conversion rate will be subject to adjustment in some events (as described in the 2028 Convertible Notes Indenture) but will not be adjusted for any accrued and unpaid interest.
In addition, following certain corporate events that occur prior to the maturity date of the convertible notes, CenterPoint Energy will, in certain circumstances, increase the conversion rate for a holder of convertible notes who elects to convert its convertible notes in connection with such a corporate event.
−Removed: If CenterPoint Energy undergoes a fundamental change (as defined in the Convertible Notes Indenture), holders of the Convertible Notes may require CenterPoint Energy to repurchase for cash all or any portion of their Convertible Notes at a fundamental change repurchase price equal to 100 % of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
+Added: If CenterPoint Energy undergoes a fundamental change (as defined in the respective convertible notes indenture), holders of the convertible notes may require CenterPoint Energy to repurchase for cash all or any portion of their convertible notes at a fundamental change repurchase price equal to 100 % of the principal amount of the convertible notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
The convertible notes are senior unsecured obligations of CenterPoint Energy and rank senior in right of payment to any of CenterPoint Energy’s indebtedness that is expressly subordinated in right of payment to the convertible notes;
1 unchanged sentence
effectively junior in right of payment to any of CenterPoint Energy’s secured indebtedness it may incur in the future to the extent of the value of the assets securing such future secured indebtedness;
−Removed: and structurally junior to all indebtedness and other liabilities (including trade payables but excluding intercompany obligations and liabilities of a type not required to be reflected on a balance sheet of such subsidiaries in accordance with generally accepted accounting principles) of CenterPoint Energy’s subsidiaries.
−Removed: Debt Repayments and Redemptions.
−Removed: During 2024, the following debt instruments were repaid at maturity or redeemed prior to maturity:
−Removed: Registrant Repayment/Redemption Date Debt Instrument Aggregate Principal Interest Rate Maturity Date
+Added: and structurally junior to all indebtedness and other liabilities (including trade payables but excluding intercompany obligations and liabilities of a type not required to be reflected on a balance sheet of such subsidiaries in accordance with GAAP) of CenterPoint Energy’s subsidiaries.
+Added: Debt Repurchases and Repayments.
+Added: During 2025, the following debt instruments were repurchased prior to maturity or repaid at maturity:
+Added: Registrant Repurchase/Repayment Date
+Added: Debt Instrument Aggregate Principal Interest Rate Maturity Date
(in millions)
+Added: March 2025 Term Loan
+Added: $ 10 6.36 % 2028
+Added: April 2025 Senior Notes
+Added: 415 4.10 % - 5.40 %
+Added: June 2025 Term Loan
+Added: 10 6.53 % 2025
+Added: Houston Electric (4)
+Added: October 2025 General Mortgage Bonds
+Added: 234 4.25 % - 4.50 %
+Added: Total Houston Electric
CenterPoint Energy (2)
−Removed: March 2024 First Mortgage Bonds $ 22 3.50 % 2024
+Added: April 2025 Senior Notes
+Added: 634 3.70 % - 5.40 %
CenterPoint Energy (5)
−Removed: May 2024 Senior Notes
−Removed: 350 SOFR + 0.65 %
+Added: July 2025 First Mortgage Bonds
+Added: 41 3.45 % 2025
CenterPoint Energy (4)
−Removed: September 2024 Senior Notes 500 2.50 % 2024
+Added: October 2025 Senior Notes
+Added: 329 2.65 % - 3.70 %
Total CenterPoint Energy $ 1,673
−Removed: (1) On February 6, 2024, SIGECO provided notice of redemption and on March 1, 2024, SIGECO paid down the outstanding principal of $ 22 million aggregate principal amount of SIGECO’s outstanding first mortgage bonds due 2024 at a redemption price equal to 100 % of the principal amount of the first mortgage bonds to be redeemed plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date.
−Removed: (2) On May 13, 2024, CenterPoint Energy redeemed $ 350 million aggregate principal amount of its outstanding floating rate senior notes due 2024 at a redemption price equal to 100 % of the principal amount to be redeemed plus accrued and unpaid interest thereon.
−Removed: (3) In September 2024, CenterPoint Energy redeemed $ 500 million aggregate principal amount of its outstanding 2.50 % senior notes due 2024 at a redemption price equal to 100 % of the principal amount to be redeemed plus accrued and unpaid interest thereon.
−Removed: CenterPoint Energy and Houston Electric recorded the following losses on early extinguishment of debt, including make-whole premiums and recognition of deferred debt related costs, in Interest expense and other finance charges on their respective Statements of Consolidated Income unless specified otherwise:
+Added: (1) In March 2025, CERC, through its wholly-owned subsidiary Indiana Gas, repurchased $ 10 million aggregate principal amount of Indiana Gas’s 6.36 % Medium Term Notes, Series F, due 2028 at a redemption price equal to 104.8 % of the principal amount of the notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.
+Added: (2) In April 2025, CenterPoint Energy commenced cash tender offers for up to (i) $ 600 million aggregate purchase price of certain of CenterPoint Energy’s outstanding senior notes, ranging from 2.65 % to 5.40 %, due 2026 to 2049, and (ii)
+Added: $ 400 million aggregate purchase price of certain of CERC’s senior notes, ranging from 4.10 % to 5.40 %, due 2028 to 2047.
+Added: In May 2025, CenterPoint Energy accepted for purchase and paid approximately $ 1 billion in connection with the settlement of the tender offers.
+Added: Upon completion of the tender offers, CenterPoint Energy cancelled approximately $ 634 million aggregate principal amount of its senior notes and CERC Corp.
+Added: cancelled approximately $ 415 million aggregate principal amount of its senior notes pursuant to the terms of the respective indentures governing such notes.
+Added: CenterPoint Energy and CERC recognized a gain on early extinguishment of debt of approximately $ 36 million and $ 9 million, respectively, which is included in Interest expense and other finance charges on their Statements of Consolidated Income.
+Added: (3) In June 2025, CERC, through its wholly-owned subsidiary Indiana Gas, repaid at maturity $ 10 million aggregate principal amount of Indiana Gas’s 6.53 % Medium Term Notes, Series E due 2025 at a redemption price equal to 100 % of the principal amount to be redeemed plus accrued and unpaid interest thereon.
+Added: (4) In September 2025, CenterPoint Energy commenced cash tender offers for up to (i) $ 300 million aggregate purchase price of certain of CenterPoint Energy’s outstanding senior notes, ranging from 2.65 % to 3.70 %, due 2030 to 2049, and (ii) $ 200 million aggregate purchase price of certain of Houston Electric’s general mortgage bonds, ranging from 4.25 % to 4.50 %, due 2044 to 2049.
+Added: In October 2025, CenterPoint Energy accepted for purchase and paid approximately $ 504 million in connection with the settlement of the tender offers.
+Added: Upon completion of the tender offers, CenterPoint Energy cancelled approximately $ 329 million aggregate principal amount of its senior notes and Houston Electric cancelled approximately $ 234 million aggregate principal amount of its general mortgage bonds pursuant to the terms of the respective indentures governing such securities.
+Added: CenterPoint Energy and Houston Electric recognized a gain on early extinguishment of debt of approximately $ 25 million and $ 24 million, respectively, which is included in Interest expense and other finance charges on their Statements of Consolidated Income, except to the extent it was deferred as outlined in the table below.
+Added: (5) In July 2025, CenterPoint Energy, through its wholly-owned subsidiary SIGECO, repaid at maturity $ 41 million aggregate principal amount of SIGECO’s outstanding 3.45 % first mortgage bonds due 2025 at a redemption price equal to 100 % of the principal amount of the first mortgage bonds to be redeemed plus accrued and unpaid interest thereon.
+Added: CenterPoint Energy, Houston Electric and CERC recorded the following gain (loss) on early extinguishment of debt, including make-whole premiums and recognition of deferred debt related costs, in Interest expense and other finance charges on their respective Statements of Consolidated Income unless specified otherwise for the periods presented:
Year Ended December 31,
4 unchanged sentences
(1) The loss on early extinguishment of debt at CenterPoint Energy during 2023 was recorded as a regulatory asset.
−Removed: (2) The loss on early extinguishment of debt at Houston Electric during 2022 was recorded as a regulatory asset.
+Added: (2) The gain on early extinguishment of debt at Houston Electric during 2025 was recorded as a reduction within Regulatory assets on its Consolidated Balance Sheet.
Securitization Bonds.
−Removed: As of December 31, 2024, CenterPoint Energy, Houston Electric and SIGECO had special purpose subsidiaries including the Bond Companies and the SIGECO Securitization Subsidiary, which are consolidated.
−Removed: The consolidated special purpose subsidiaries are wholly-owned, bankruptcy remote entities that were formed solely for the purpose of securitizing transition property or facilitating the securitization financing of qualified costs in the second quarter of 2023 associated with the completed retirement of SIGECO’s A.B.
−Removed: Brown coal generation facilities through the issuance of securitization bonds and activities incidental thereto.
−Removed: The Securitization Bonds issued by Bond Company IV are payable only through the imposition and collection of transition charges, as defined in the Texas Public Utility Regulatory Act, which are irrevocable, non-bypassable charges to provide recovery of authorized qualified costs.
+Added: As of December 31, 2025, CenterPoint Energy, Houston Electric and SIGECO had VIEs including the Bond Companies and the SIGECO Securitization Subsidiary, which are consolidated.
+Added: The consolidated VIEs are wholly-owned, bankruptcy-remote, special purpose entities that were formed solely for the purpose of securitizing transition property or system restoration property or facilitating the securitization financing of qualified costs.
+Added: The Securitization Bonds issued by Transition Bond Company IV and Restoration Bond Company II are payable only through the imposition and collection of transition charges or system restoration charges, as defined in the Texas Public Utility Regulatory Act, which are irrevocable, non-bypassable charges to provide recovery of authorized qualified costs.
The SIGECO Securitization Bonds are payable only through the imposition of securitization charges payable by SIGECO’s retail electric customers, which are non-bypassable charges to provide recovery of the qualified costs of SIGECO authorized by the IURC order.
−Removed: CenterPoint Energy, Houston Electric and SIGECO have no payment obligations in respect of the Securitization Bonds issued by Bond Company IV or the SIGECO Securitization Bonds other than to remit the applicable transition or securitization charges they collect as set forth in servicing agreements among Houston Electric, the Bond Companies, SIGECO, the SIGECO Securitization Subsidiary and other parties.
−Removed: Each special purpose entity is the sole owner of the right to impose, collect and receive the applicable transition and securitization charges securing the bonds issued by that entity.
−Removed: Creditors of CenterPoint Energy, Houston Electric and SIGECO have no recourse to any assets or revenues of the Bond Companies (including the transition charges) or the SIGECO Securitization Subsidiary, as applicable, and the bondholders have no recourse to the to the general credit of CenterPoint Energy, Houston Electric or SIGECO.
+Added: CenterPoint Energy, Houston Electric and SIGECO have no payment obligations in respect of the Securitization Bonds issued by the Bond Companies or the SIGECO Securitization Subsidiary other than to remit the applicable transition, system restoration or securitization charges they collect as set forth in servicing agreements among Houston Electric, the Bond Companies, SIGECO, the SIGECO Securitization Subsidiary and other parties, as applicable.
+Added: Each special purpose entity is the sole owner of the right to impose, collect and receive the applicable transition, system restoration and securitization charges securing the bonds issued by that entity.
+Added: Creditors of CenterPoint Energy, Houston Electric and SIGECO have no recourse to any assets or revenues of the Bond
+Added: Companies (including the transition, system restoration or securitization charges) or the SIGECO Securitization Subsidiary, as applicable, and the bondholders have no recourse to the general credit of CenterPoint Energy, Houston Electric or SIGECO.
Credit Facilities.
14 unchanged sentences
(4) This credit facility was issued by SIGECO.
−Removed: (5) See Note 20 for discussion of subsequent events associated with the revolving credit facilities.
+Added: (5) On January 29, 2025, CenterPoint Energy, Houston Electric, CERC and SIGECO each entered into Extension Agreements to, among other things, extend the maturity date of the lenders’ commitments under each of their respective Credit Agreements by one year, from December 6, 2027 to December 6, 2028.
The Registrants, as well as the subsidiaries of CenterPoint Energy discussed above, were in compliance with all financial debt covenants as of December 31, 2025.
−Removed: As of December 31, 2024 and 2023, the Registrants had the following revolving credit facilities and utilization of such facilities:
+Added: For the periods presented, the Registrants had the following revolving credit facilities and utilization of such facilities:
December 31, 2025 December 31, 2024
29 unchanged sentences
No first mortgage bonds are outstanding under the M&DOT, and Houston Electric is contractually obligated to not issue any additional first mortgage bonds under the M&DOT and is undertaking actions to release the lien of the M&DOT and terminate the M&DOT.
−Removed: As of December 31, 2024, SIGECO had approximately $ 985 million aggregate principal amount of first mortgage bonds outstanding.
+Added: As of December 31, 2025, SIGECO had approximately $ 1.5 billion aggregate principal amount of first mortgage bonds outstanding.
Generally, all of SIGECO’s real and tangible property is subject to the lien of SIGECO’s mortgage indenture which was amended and restated effective as of January 1, 2023.
11 unchanged sentences
State 9 ( 9 ) 33
−Removed: Total current expense (benefit)
+Added: Total current income tax expense (benefit)
73 ( 26 ) 139
2 unchanged sentences
State ( 52 ) 3 ( 88 )
−Removed: Total deferred expense 221 31 20
+Added: Total deferred income tax expense
Total income tax expense $ 195 $ 195 $ 170
+Added: Year Ended December 31,
+Added: 2025 2024 2023
+Added: (in millions)
Houston Electric
2 unchanged sentences
State 19 15 34
−Removed: Total current expense 77 8 39
+Added: Total current income tax expense
Deferred income tax expense:
Federal 80 60 159
−Removed: Total deferred expense 61 160 86
+Added: Total deferred income tax expense
Total income tax expense $ 147 $ 138 $ 168
2 unchanged sentences
State 1 ( 6 ) 3
−Removed: Total current expense 49 15 58
+Added: Total current income tax expense
Deferred income tax expense (benefit):
1 unchanged sentence
State ( 62 ) ( 5 ) ( 136 )
−Removed: Total deferred expense (benefit) 55 ( 41 ) 178
+Added: Total deferred income tax expense (benefit)
Total income tax expense (benefit) $ 97 $ 104 $ ( 26 )
−Removed: A reconciliation of income tax expense (benefit) using the federal statutory income tax rate to the actual income tax expense and resulting effective income tax rate were as follows:
+Added: A reconciliation of income tax expense (benefit) using the federal statutory income tax rate to the actual income tax expense and resulting effective income tax rate were as follows for the periods presented:
Year Ended December 31,
2025 2024 2023
−Removed: (in millions)
+Added: (in millions, except percentages)
CenterPoint Energy (1) (2) (3) (4)
1 unchanged sentence
Federal statutory income tax rate 262 21 % 255 21 % 228 21 %
−Removed: Expected federal income tax expense 255 228 298
Increase (decrease) in tax expense resulting from:
−Removed: State income tax expense, net of federal income tax 25 25 46
−Removed: State valuation allowance, net of federal income tax 17 — —
−Removed: State law change, net of federal income tax ( 47 ) ( 69 ) —
+Added: State income tax benefit, net of federal income tax
+Added: ( 30 ) ( 2 ) % ( 8 ) ( 1 ) % ( 44 ) ( 4 ) %
+Added: ( 5 ) — % ( 9 ) ( 1 ) % ( 6 ) ( 1 ) %
+Added: Nontaxable or non-deductible items:
+Added: 46 4 % — — % — — %
Equity AFUDC ( 13 ) ( 1 ) % ( 12 ) ( 1 ) % ( 13 ) ( 1 ) %
+Added: 3 — % ( 1 ) — % 10 1 %
+Added: Changes in unrecognized tax benefits
+Added: ( 8 ) ( 1 ) % 3 — % 1 — %
Excess deferred income tax amortization ( 63 ) ( 5 ) % ( 43 ) ( 4 ) % ( 44 ) ( 4 ) %
−Removed: Goodwill impairment — — 84
Sale of Energy Systems Group — — % — — % 28 3 %
1 unchanged sentence
Total ( 67 ) ( 5 ) % ( 60 ) ( 5 ) % ( 58 ) ( 5 ) %
−Removed: Total income tax expense $ 195 $ 170 $ 360
−Removed: Effective tax rate 16 % 16 % 25 %
+Added: Total income tax expense and effective tax rate
+Added: $ 195 16 % $ 195 16 % $ 170 16 %
Houston Electric (5)
1 unchanged sentence
Federal statutory income tax rate 152 21 % 144 21 % 160 21 %
−Removed: Expected federal income tax expense 144 160 133
Increase (decrease) in tax expense resulting from:
State income tax expense, net of federal income tax 15 2 % 12 2 % 27 4 %
+Added: — — % ( 3 ) — % ( 2 ) ( 1 ) %
+Added: Nontaxable or non-deductible items:
+Added: ( 6 ) ( 1 ) % ( 5 ) ( 1 ) % — — %
+Added: 1 — % ( 2 ) — % — — %
Excess deferred income tax amortization
+Added: ( 17 ) ( 2 ) % ( 17 ) ( 2 ) % ( 17 ) ( 2 ) %
Other, net 2 — % 9 — % — — %
Total ( 5 ) ( 1 ) % ( 6 ) ( 1 ) % 8 1 %
−Removed: Total income tax expense $ 138 $ 168 $ 125
−Removed: Effective tax rate 20 % 22 % 20 %
+Added: Total income tax expense and effective tax rate
+Added: $ 147 20 % $ 138 20 % $ 168 22 %
CERC (1) (6) (7) (8)
1 unchanged sentence
Federal statutory income tax rate 155 21 % 135 21 % 102 21 %
−Removed: Expected federal income tax expense 135 102 202
Increase (decrease) in tax expense resulting from:
−Removed: State income tax expense, net of federal income tax 19 ( 40 ) 35
−Removed: State law change, net of federal income tax ( 45 ) ( 66 ) —
−Removed: State valuation allowance, net of federal income tax 17 — —
−Removed: Goodwill impairment — — 30
+Added: State income tax benefit, net of federal income tax
+Added: ( 48 ) ( 7 ) % ( 10 ) ( 2 ) % ( 106 ) ( 22 ) %
+Added: — — % ( 1 ) — % — — %
+Added: Nontaxable or non-deductible items:
+Added: 26 4 % — — % — — %
+Added: Equity AFUDC ( 3 ) — % ( 4 ) ( 1 ) % — — %
+Added: — — % ( 3 ) — % 5 1 %
+Added: Changes in unrecognized tax benefits
+Added: 1 — % 1 — % 1 — %
Excess deferred income tax amortization ( 36 ) ( 5 ) % ( 15 ) ( 2 ) % ( 23 ) ( 5 ) %
1 unchanged sentence
Total ( 58 ) ( 8 ) % ( 31 ) ( 5 ) % ( 128 ) ( 26 ) %
−Removed: Total income tax expense (benefit) $ 104 $ ( 26 ) $ 236
−Removed: Effective tax rate 16 % ( 5 ) % 25 %
−Removed: (1) Recognized a $ 47 million benefit for the impact of state apportionment changes and Louisiana statutory rate change that resulted in the remeasurement of state deferred taxes, a $ 43 million benefit for the amortization of the net regulatory EDIT liability as decreed by regulators in certain jurisdictions, a $ 17 million valuation allowance established against Louisiana and Mississippi NOL, since those NOLs will not be utilized due to the Louisiana and Mississippi natural gas LDC businesses sale and a $ 12 million benefit for the impact of AFUDC equity.
−Removed: (2) Recognized a $ 69 million benefit for the impact of state apportionment changes that resulted in the remeasurement of state deferred taxes of the unitary group, a $ 44 million benefit for the amortization of the net regulatory EDIT liability as decreed by regulators in certain jurisdictions, a $ 13 million benefit for the impact of AFUDC equity, and a $ 28 million expense for the gain on the Energy Systems Group sale.
−Removed: (3) Recognized a $ 51 million benefit for the amortization of the net regulatory EDIT liability as decreed by regulators in certain jurisdictions, an $ 8 million benefit for the impact of AFUDC equity, and a $ 84 million expense for the goodwill impairment on the Arkansas and Oklahoma Natural Gas business sale.
−Removed: (4) Recognized a $ 17 million benefit for the amortization of the net regulatory EDIT liability as decreed by regulators in Texas.
−Removed: (5) Recognized a $ 17 million benefit for the amortization of the net regulatory EDIT liability as decreed by regulators in certain jurisdictions.
−Removed: (6) Recognized a $ 18 million benefit for the amortization of the net regulatory EDIT liability as decreed by regulators in certain jurisdictions.
−Removed: (7) Recognized a $ 45 million benefit for the impact of state apportionment changes and Louisiana statutory rate change that resulted in the remeasurement of state deferred taxes, a $ 17 million valuation allowance established against Louisiana and Mississippi NOL, since those NOLs will not be utilized due to the Louisiana and Mississippi natural gas LDC businesses sale, and a $ 15 million benefit for the amortization of the net regulatory EDIT liability as decreed by regulators in certain jurisdictions.
−Removed: (8) Recognized a $ 66 million benefit for the impact of state apportionment changes that resulted in the remeasurement of state deferred taxes of the unitary group, and a $ 23 million benefit for the amortization of the net regulatory EDIT liability as decreed by regulators in certain jurisdictions.
−Removed: (9) Recognized a $ 28 million benefit for the amortization of the net regulatory EDIT liability as decreed by regulators in certain jurisdictions, and a $ 30 million expense for the goodwill impairment on the Arkansas and Oklahoma Natural Gas business sale.
−Removed: The tax effects of temporary differences that gave rise to significant portions of deferred tax assets and liabilities were as follows:
+Added: Total income tax expense (benefit) and effective tax rate
+Added: $ 97 13 % $ 104 16 % $ ( 26 ) ( 5 ) %
+Added: (1) For all periods presented, Minnesota contributed to the majority (greater than 50%) of the tax effect.
+Added: (2) For 2025, included in the state income tax benefit above is a $ 74 million net benefit from the remeasurement of deferred state income taxes, resulting from apportionment changes.
+Added: (3) For 2024, included in the state income tax benefit above is a $ 47 million benefit from the remeasurement of deferred state income taxes, resulting from state apportionment changes and a Louisiana statutory rate change.
+Added: In addition, a
+Added: $ 17 million valuation allowance was established against Louisiana and Mississippi NOLs, since those NOLs will not be utilized due to the Louisiana and Mississippi natural gas LDC businesses sale.
+Added: (4) For 2023, included in the state income tax benefit is a $ 69 million benefit for the impact of state apportionment changes that resulted in the remeasurement of state deferred taxes of the unitary group.
+Added: (5) For all periods presented, Texas contributed to 100% of the tax effect.
+Added: (6) For 2025, included in the state income tax benefit above is a $ 73 million net benefit from state apportionment changes, resulting in a remeasurement of state deferred taxes.
+Added: (7) For 2024, included in the state income tax benefit above is a $ 45 million benefit resulting from a remeasurement of state deferred taxes due to state apportionment changes and a Louisiana statutory rate change.
+Added: In addition, a $ 17 million valuation allowance was established against Louisiana and Mississippi NOLs, since those NOLs will not be utilized due to the Louisiana and Mississippi natural gas LDC businesses sale.
+Added: (8) For 2023, included in the state income tax benefit above is a $ 66 million benefit for the impact of state apportionment changes that resulted in the remeasurement of state deferred taxes of the unitary group.
+Added: The tax effects of temporary differences that gave rise to significant portions of deferred tax assets and liabilities were as follows for the periods presented:
December 31, 2025 December 31, 2024
19 unchanged sentences
Regulatory liabilities 163 158
−Removed: Loss and credit carryforward
+Added: Loss and credit carryforwards
Asset retirement obligations 9 9
10 unchanged sentences
Asset retirement obligations 59 82
+Added: Other 196 122
Valuation allowance ( 28 ) ( 25 )
6 unchanged sentences
Tax Attribute Carryforwards and Valuation Allowance .
−Removed: As of December 31, 2024, CenterPoint Energy has federal NOL carryforwards of $ 3.3 billion, which have an indefinite carryforward period.
−Removed: As of December 31, 2024, CenterPoint Energy has federal charitable contribution carryforwards of $ 51 million which expire between 2029 and 2030.
−Removed: As of December 31, 2024, CenterPoint Energy has federal corporate alternative minimum tax carryforwards of $ 124 million which have an indefinite carryforward period.
−Removed: As of December 31, 2024, CenterPoint Energy has $ 2.1 billion of gross state NOL carryforwards which
−Removed: expire between 2025 and 2043, and $ 3 million of state tax credits, net of valuation allowance, which do not expire.
+Added: As of December 31, 2025, CenterPoint Energy had (i) federal NOL carryforwards of $ 3.3 billion, which have an indefinite carryforward period;
+Added: (ii) federal charitable contribution carryforwards of $ 63 million, which expire beginning in 2028;
+Added: (iii) federal corporate alternative minimum tax carryforwards of $ 201 million, which have an indefinite carryforward period;
+Added: (iv) $ 2 billion of gross state NOL carryforwards, which expire beginning in 2029;
+Added: and (v) $ 1 million of state tax credits, net of valuation allowance, which expire beginning in 2032.
CenterPoint Energy reported a valuation allowance against certain state NOL and credit carryforwards because it is more likely than not that the benefit will not be realized.
−Removed: As of December 31, 2024, Houston Electric has $ 1.7 billion of federal NOL carryforwards which have an indefinite carryforward period.
−Removed: As of December 31, 2024, Houston Electric has federal corporate alternative minimum tax carryforwards of $ 48 million which have an indefinite carryforward period.
−Removed: As of December 31, 2024, CERC has federal NOL carryforwards of $ 2.3 billion which have an indefinite carryforward period.
−Removed: As of December 31, 2024, CERC has federal corporate alternative minimum tax carryforwards of $ 101 million which have an indefinite carryforward period.
−Removed: As of December 31, 2024, CERC has $ 1.2 billion of gross state NOL carryforwards which expire between 2025 and 2043, and $ 3 million of state tax credits, net of valuation allowance, which do not expire.
+Added: As of December 31, 2025, Houston Electric had (i) federal NOL carryforwards of $ 1.9 billion, which have an indefinite carryforward period;
+Added: and (ii) federal corporate alternative minimum tax carryforwards of $ 96 million, which have an indefinite carryforward period.
+Added: As of December 31, 2025, CERC had (i) federal NOL carryforwards of $ 1.5 billion, which have an indefinite carryforward period;
+Added: (ii) federal corporate alternative minimum tax carryforwards of $ 152 million, which have an indefinite carryforward period;
+Added: and (iii) $ 927 million of gross state NOL carryforwards, which expire beginning in 2029.
A reconciliation of CenterPoint Energy’s beginning and ending balance of unrecognized tax benefits, excluding interest and penalties, are as follows for the periods presented:
3 unchanged sentences
Balance, beginning of year $ 25 $ 25 $ 26
−Removed: Increases related to tax positions of prior years
−Removed: Decreases related to tax positions of prior years
Lapse of statute of limitations
+Added: ( 8 ) — ( 1 )
Balance, end of year $ 17 $ 25 $ 25
3 unchanged sentences
The above table does not include $ 7 million of accrued penalties and interest as of December 31, 2025.
−Removed: The Registrants believe that it is reasonably possible that there will be a $ 10 million decrease in unrecognized tax benefits, including penalties and interest, in the next 12 months as a result of a lapse of statutes on older exposures, a tax settlement, and/or a resolution of open audits.
Tax Audits and Settlements .
1 unchanged sentence
For tax years 2023, 2024 and 2025, the Registrants are participants in the IRS’s Compliance Assurance Process.
+Added: Income Taxes Payments and Refunds .
+Added: For income taxes paid or refunds received for the years ended December 31, 2025, 2024 and 2023, see Note 17.
(14) Commitments and Contingencies
2 unchanged sentences
Contracts with minimum payment obligations have various quantity requirements and durations and are not classified as non-trading derivative assets and liabilities in CenterPoint Energy’s and CERC’s Consolidated Balance Sheets as of December 31, 2025 and 2024 because these contracts meet an exception as “normal purchases contracts” or do not meet the definition of a derivative.
−Removed: Natural gas and coal supply commitments also include transportation contracts that do not meet the definition of a derivative.
−Removed: On February 1, 2023, Indiana Electric entered into an amended and restated BTA to purchase the 191 MW Posey Solar project for a fixed purchase price over the anticipated 35-year life.
−Removed: On February 7, 2023, Indiana Electric filed a CPCN with the IURC to approve the amended BTA.
−Removed: With the passage of the IRA, Indiana Electric can now pursue PTCs for solar projects.
−Removed: Indiana Electric filed the updated CPCN with a request that project costs, net of PTCs, be recovered in rate base, through base rates or the CECA mechanism, depending on which provides more timely recovery.
−Removed: On September 6, 2023, the IURC issued an order approving the CPCN.
−Removed: The Posey Solar project is expected to be placed in service in the second quarter of 2025.
−Removed: See Note 20 for additional details.
−Removed: On January 11, 2023, the IURC issued an order approving the settlement agreement granting Indiana Electric a CPCN to purchase and acquire the 130 MW Pike County solar project through a BTA and approved the estimated cost.
−Removed: The IURC also
−Removed: designated the project as a clean energy project as well as approved the proposed levelized rate and associated ratemaking and accounting treatment.
−Removed: Due to inflationary pressures, the developer disclosed that costs exceeded the agreed upon levels in the BTA.
−Removed: After negotiations, Indiana Electric and the developer were not able to agree upon updated pricing.
−Removed: As a result, on March 15, 2024, Indiana Electric provided notice to the IURC that it was exercising its right to terminate the BTA, which terminated all further obligations of Indiana Electric with respect to the project.
+Added: Natural gas supply commitments also include transportation contracts that do not meet the definition of a derivative.
As of December 31, 2025, CenterPoint Energy and CERC had the following undiscounted minimum purchase obligations:
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Total $ 4,180 $ 2,136 $ 619 $ 4,137
−Removed: (1) Related to PPAs with commitments ranging from 15 years to 25 years.
−Removed: (2) Related primarily to technology hardware and software agreements.
+Added: (1) Primarily related to PPAs with commitments ranging from 20 years to 27 years.
+Added: (2) Primarily related to technology hardware and software agreements.
Excluded from the table above are estimates for cash outlays from other PPAs through Indiana Electric that do not have minimum thresholds but require payment when energy is generated by the provider.
Costs arising from certain of these commitments are pass-through costs, generally collected dollar-for-dollar from retail customers through regulator-approved cost recovery mechanisms.
−Removed: (b) AMAs (CenterPoint Energy and CERC)
−Removed: CenterPoint Energy’s and CERC’s Natural Gas businesses continue to utilize AMAs associated with their utility distribution service in Indiana, Louisiana, Minnesota, Mississippi and Texas.
−Removed: The AMAs have varying terms, the longest of which expires in 2029.
−Removed: Pursuant to the provisions of the agreements, CenterPoint Energy’s and CERC’s Natural Gas either sells natural gas to the asset manager and agrees to repurchase an equivalent amount of natural gas throughout the year at the same cost, or simply purchases its full natural gas requirements at each delivery point from the asset manager.
−Removed: Generally, AMAs are contracts between CenterPoint Energy’s and CERC’s Natural Gas and an asset manager that are intended to transfer the working capital obligation and maximize the utilization of the assets.
−Removed: In these agreements, CenterPoint Energy’s and CERC’s Natural Gas agrees to release transportation and storage capacity to other parties to manage natural gas storage, supply and delivery arrangements for CenterPoint Energy’s and CERC’s Natural Gas and to use the released capacity for other purposes when it is not needed for CenterPoint Energy’s and CERC’s Natural Gas.
−Removed: CenterPoint Energy’s and CERC’s Natural Gas may receive compensation from the asset manager through payments made over the life of the AMAs.
−Removed: CenterPoint Energy’s and CERC’s Natural Gas has an obligation to purchase their winter storage requirements that have been released to the asset manager under these AMAs.
−Removed: For amounts outstanding under these AMAs, see Note 12.
−Removed: (c) Guarantees (CenterPoint Energy)
+Added: (b) Guarantees (CenterPoint Energy)
CenterPoint Energy recognizes guarantee obligations at fair value.
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When Energy Systems Group was wholly-owned by CenterPoint Energy, these guarantees did not represent incremental consolidated obligations, but rather, these guarantees represented guarantees of Energy Systems Group’s obligations to allow it to conduct business without posting other forms of assurance.
−Removed: For those obligations where potential exposure can be estimated, management estimates the maximum exposure under these guarantees to be approximately $ 465 million as of December 31, 2024 and expects the exposure to decrease pro rata.
−Removed: This exposure primarily relates to energy savings guarantees on federal
−Removed: energy savings performance contracts.
+Added: For those obligations where potential exposure can be estimated, management estimated the maximum exposure under these guarantees to be approximately $ 434 million as of December 31, 2025 and expects the exposure to decrease pro rata.
+Added: This exposure primarily relates to energy savings guarantees on federal energy savings performance contracts.
Other parent company level guarantees, certain of which do not contain a cap on potential liability, were issued prior to the sale of Energy Systems Group in support of federal operations and maintenance projects for which a maximum exposure cannot be estimated based on the nature of the projects.
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CenterPoint Energy recorded no amounts on its Consolidated Balance Sheets as of December 31, 2025 and 2024 related to its obligation under the outstanding guarantees.
−Removed: (d) Legal, Environmental and Other Matters
+Added: (c) Legal, Environmental and Other Matters
Legal Matters
Litigation Related to Hurricane Beryl.
−Removed: Various federal, state and local governmental and regulatory agencies and other entities, such as the Texas Governor’s office, the Texas legislature and the PUCT, have called for or are conducting inquiries and investigations into Hurricane Beryl, the efforts made by Houston Electric to prepare for, and respond to, this event, including the electric service outage issues, and the procurement of TEEEF.
−Removed: Moreover, additional governmental and regulatory agencies and other entities may conduct such inquiries and investigations, as well.
−Removed: There are significant uncertainties around these inquiries and investigations and potential results and consequences, including with respect to our recovery of costs incurred as a result of Hurricane Beryl and whether any financial penalties will be assessed or changes to Houston Electric’s system, service territories, operations and/or regulatory treatment will result therefrom.
+Added: Various federal, state and local governmental and regulatory agencies and other entities called for or conducted inquiries and investigations into Hurricane Beryl, the efforts made by Houston Electric to prepare for, and respond to, this event, including the electric service outage issues, and the procurement of TEEEF.
+Added: Moreover, additional governmental and regulatory agencies and other entities may conduct such inquiries and investigations.
+Added: Ongoing and future inquiries, investigations and proposed legislation regarding Hurricane Beryl could adversely affect our business, financial condition, results of operations and cash flows, including with respect to our recovery of costs incurred as a result of Hurricane Beryl or future severe weather events;
+Added: the assessment of financial penalties;
+Added: changes to Houston Electric’s system, service territories, operations and/or regulatory treatment;
+Added: and the viability for Houston Electric to continue leasing TEEEF.
Further, on January 22, 2025, a putative shareholder of CenterPoint Energy, Donel Davidson, filed a derivative petition in Harris County District Court, Texas, alleging breach of fiduciary duty and unjust enrichment on behalf of CenterPoint Energy against certain of its current and former directors and officers citing, in part, the topics of these inquiries and investigations.
The action seeks to recover damages and other relief from the defendants on behalf of CenterPoint Energy.
+Added: The action was removed to the Texas Business Courts, and on June 18, 2025, the parties filed an agreed upon stipulation to stay the case, which was approved by the court on June 24, 2025.
+Added: As of December 31, 2025, the case remains stayed.
Additionally, on February 12, 2025, a second putative shareholder of CenterPoint Energy made a demand on the Board to investigate the same basic allegations raised in the derivative petition filed by Donel Davidson.
−Removed: CenterPoint Energy and Houston Electric are subject to current and potential future litigation and claims arising out of Hurricane Beryl, which litigation and claims could include allegations of, among other things, personal injury, property damage, various economic losses in connection with loss of power, unlawful business practices, and others.
−Removed: As of December 31, 2024, three putative class actions had been filed against CenterPoint Energy and/or Houston Electric in the District Courts of Harris County, Texas, on behalf of individuals or entities who claim losses due to power outages lasting at least 48 hours as a result of Hurricane Beryl, such actions consisting of the following proposed classes:
+Added: CenterPoint Energy, CenterPoint Energy Service Company, LLC and Houston Electric are subject to current and potential future litigation and claims arising out of Hurricane Beryl, which litigation and claims could include allegations of, among other things, personal injury, wrongful death, property damage, various economic losses in connection with loss of power, unlawful business practices, and others.
+Added: Following Hurricane Beryl, several putative class actions were filed against CenterPoint Energy and/or Houston Electric in the District Courts of Harris County, Texas, on behalf of individuals or entities who claim losses due to power outages lasting at least 48 hours as a result of Hurricane Beryl, such actions consisting of the following proposed classes:
(1) all restaurants in Harris County, Galveston County, and Montgomery County;
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and (3) all health, wellness, medical and beauty facilities in Harris County.
−Removed: These putative classes assert claims and theories of negligence, gross negligence, nuisance, fraud, and/or violation of Houston Electric’s tariff for retail delivery service, and each seeks damages in excess of $ 100 million for, among other things, business interruption, property damage and loss, cost of repair, loss of use and market value, lost income, nuisance, extreme mental anguish and/or punitive damages.
−Removed: In addition, as of December 31, 2024, two individual actions had been filed in Harris County District Courts asserting claims of negligence, negligence per se and/or gross negligence against CenterPoint Energy and Houston Electric.
−Removed: The plaintiffs in these actions allege personal injury and/or property damage from downed power lines and seek damages in excess of $ 1 million.
−Removed: CenterPoint Energy and Houston Electric intend to vigorously defend themselves against the lawsuits.
+Added: These putative classes asserted claims and theories of negligence, gross negligence, nuisance, fraud, and/or violation of Houston Electric’s tariff for retail delivery service, and each seeks damages in excess of $ 100 million for, among other things, business interruption, property damage and loss, cost of repair, loss of use and market value, lost income, nuisance, extreme mental anguish and/or punitive damages.
+Added: On July 30, 2025, the plaintiffs in the putative class action on behalf of all residential customers nonsuited without prejudice all claims and causes of action.
+Added: In addition, the plaintiffs in the other two putative class actions have amended their petitions to remove all class action allegations and assert claims of negligence, gross negligence, nuisance and/or intentional misconduct.
+Added: One of those lawsuits is brought by approximately 220 individually named plaintiffs, and the other lawsuit includes approximately 50 individually named plaintiffs.
+Added: Several individual actions have also been filed in Harris County District Courts asserting claims of negligence, negligence per se, negligent undertaking and/or gross negligence against CenterPoint Energy, CenterPoint Energy Service Company, LLC and/or Houston Electric.
+Added: Certain plaintiffs in these actions allege personal injury or property damage and seek damages in excess of $ 1 million.
+Added: These cases have been transferred to the designated MDL pretrial court.
+Added: CenterPoint Energy, CenterPoint Energy Service Company, LLC and/or Houston Electric filed dispositive motions in the two former putative class action cases and certain of the individual actions.
+Added: On December 1, 2025, the MDL pretrial court granted Houston Electric’s dispositive motion in one of the individual actions brought by a business alleging losses due to a power outage following Hurricane Beryl.
+Added: On January 28, 2026, the MDL pretrial court denied dispositive motions filed by CenterPoint Energy, CenterPoint Energy Service Company, LLC and/or Houston Electric in individual actions alleging personal injury or property damage.
+Added: Houston Electric filed notices of appeal of these orders.
+Added: The remaining dispositive motions that have been filed are set for hearing by the MDL pretrial court on February 23, 2026.
+Added: CenterPoint Energy, CenterPoint Energy Service Company, LLC and Houston Electric intend to vigorously defend themselves against the lawsuits.
CenterPoint Energy and its subsidiaries have general and excess liability insurance policies that provide coverage for third party bodily injury and property damage claims.
−Removed: Given the nature of some allegations, it is possible that the insurers could dispute coverage for some types of claims or damages that may be alleged by plaintiffs, and CenterPoint Energy has received from two insurers denials of indemnity coverage in the putative class actions based on the failure to supply exclusion.
−Removed: Those insurers have also reserved their rights with respect to coverage in those actions.
−Removed: CenterPoint Energy and Houston Electric intend to continue to pursue all available insurance coverage for all of these matters.
+Added: Given the nature of some allegations, certain insurers have disputed, and more insurers may dispute, coverage for some types of claims or damages that have been or may in the future be alleged by plaintiffs.
+Added: For example, CenterPoint Energy has received from two insurers denials of indemnity coverage in the cases arising out of power outages based on the failure to supply exclusion, and those insurers have also reserved their rights with respect to coverage in those actions.
+Added: CenterPoint Energy, CenterPoint Energy Service Company, LLC and Houston Electric intend to continue to pursue all available insurance coverage for all of these matters.
To date, there have not been demands, quantification, disclosure or discovery of damages by any party to any of the above legal matters that are sufficient to enable CenterPoint Energy and its subsidiaries to estimate exposure.
−Removed: Given that, as well as the preliminary nature of the proceedings, the numerosity of parties and complexity of issues involved, and the uncertainties of
−Removed: litigation, CenterPoint Energy and its subsidiaries are unable to predict the outcome or consequences of any of the foregoing matters or to estimate a range of potential losses.
+Added: Given that, as well as the preliminary nature of the proceedings, the number of parties and complexity of issues involved, and the uncertainties of litigation, CenterPoint Energy and its subsidiaries are unable to predict the outcome or
+Added: consequences of any of the foregoing matters or to estimate a range of potential losses.
For more information regarding Hurricane Beryl, see Note 7.
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As of December 31, 2025, there were approximately 220 pending lawsuits that are consolidated in Texas state court in Harris County, Texas, as part of the MDL proceeding related to the February 2021 Winter Storm Event, and CenterPoint Energy and Houston Electric, along with numerous other entities, have been named as defendants in approximately 150 of those lawsuits.
−Removed: One of the lawsuits in the MDL is a putative class action on behalf of everyone who received electric power via the ERCOT grid and sustained a power outage between February 10, 2021 and February 28, 2021.
−Removed: Additionally, Utility Holding is currently named as a defendant in one lawsuit in which CenterPoint Energy and Houston Electric are also named as defendants.
−Removed: The judge overseeing the MDL issued an initial case management order and stayed all proceedings and discovery.
−Removed: Per the case management order, the judge entertained dispositive motions in five representative or “bellwether” cases and, in late January 2023, issued rulings on them.
−Removed: The judge ruled that ERCOT has sovereign immunity as a governmental entity and dismissed the suits against it.
−Removed: In a subsequent opinion in an unrelated matter, the Texas Supreme Court held that ERCOT is entitled to sovereign immunity.
−Removed: This ruling will apply to claims against ERCOT in the MDL.
−Removed: The MDL judge also dismissed all claims against the natural gas defendants (which list of natural gas defendants incorrectly included Utility Holding) and the REP defendants and some causes of action against the other defendants.
−Removed: CenterPoint Energy expects that the claims against Utility Holding will ultimately be dismissed in light of the judge’s initial rulings.
−Removed: As to the TDU and generator defendants, the judge dismissed some causes of action but denied the motions to dismiss claims for negligence, gross negligence, and nuisance, which denial the TDU defendants and generator defendants asked the courts of appeals to overturn.
−Removed: On April 2, 2024, a three-judge panel of the Court of Appeals for the Fourteenth District of Texas issued an opinion in the TDU mandamus proceeding, granting in part and denying in part the TDUs’ mandamus request.
−Removed: In its opinion, the panel granted the TDUs’ mandamus request relating to the TDUs’ motion to dismiss the plaintiffs’ claims for (1) negligence, (2) negligent nuisance and (3) strict liability nuisance and ordered those claims be dismissed.
−Removed: The panel denied the TDUs’ mandamus request relating to the TDUs’ motion to dismiss the plaintiffs’ gross negligence and intentional nuisance claims.
−Removed: On May 22, 2024, the TDUs filed a mandamus petition with the Supreme Court of Texas, seeking dismissal of the remaining claims.
−Removed: The Supreme Court of Texas subsequently asked for briefing on the merits and, on December 20, 2024, set the TDUs’ mandamus petition for oral argument, which occurred on February 19, 2025.
−Removed: In the generator mandamus proceeding that was pending in the Court of Appeals for the First District of Texas, a three-judge panel granted the generators’ mandamus request and ordered dismissal of all claims asserted against the generators’ defendants.
−Removed: The plaintiffs asked the entire First Court of Appeals to rehear the panel’s decision.
−Removed: On November 26, 2024, the First Court of Appeals denied that motion.
−Removed: The plaintiffs filed a petition for writ of mandamus with the Supreme Court of Texas on January 31, 2025.
−Removed: The MDL judge allowed defendants (including Houston Electric) to file several additional motions on preliminary legal issues.
−Removed: These motions included the TDUs’ motion to dismiss under Chapter 150 of the Texas Civil Practice and Remedies Code, which was filed in one of the bellwether cases and argued that all of plaintiffs’ claims should be dismissed because the plaintiffs did not include a sufficient certificate by a qualified engineer with their petition, as required by Texas law, as well as a motion to deny class certification in the putative class action.
−Removed: On November 13, 2024, the MDL Court granted the TDUs’ motion to dismiss under Chapter 150, and on December 3, 2024, the plaintiffs filed a notice of appeal of that ruling.
−Removed: On January 8, 2025, the MDL Court denied class certification in the putative class action.
−Removed: Following issuance of the order denying class certification, a new lawsuit was filed on behalf of approximately 140 plaintiffs in Harris County District Court against hundreds of defendants, including CenterPoint Energy and Houston Electric.
−Removed: In addition, plaintiffs filed a notice of appeal of the denial of class certification on January 27, 2025.
−Removed: Aside from addressing certain additional preliminary legal issues, the cases remain stayed in the MDL Court.
−Removed: CenterPoint Energy, Utility Holding, and Houston Electric intend to vigorously defend themselves against the claims raised.
−Removed: CenterPoint Energy and Houston Electric have also responded to inquiries from the Texas Attorney General and the Galveston County District Attorney’s Office, and various other regulatory and governmental entities also conducted inquiries, investigations and other reviews of the February 2021 Winter Storm Event and the efforts made by various entities to prepare for, and respond to, the event, including the electric generation shortfall issues.
−Removed: In February 2023, twelve lawsuits were filed in state district court in Harris County and Tom Green County, Texas, against dozens of gas market participants in Texas, including natural gas producers, processors, pipelines, marketers, sellers, traders, gas utilities, and financial institutions.
+Added: The plaintiffs in the lawsuits asserted negligence, gross negligence and nuisance causes of action, among others, against CenterPoint Energy, Utility Holding and Houston Electric.
+Added: Following the filing of dispositive motions under Rule 91a of the Texas Rules of Civil Procedure in five representative or “bellwether” cases in the MDL proceeding and related mandamus proceedings in the court of appeals and the Supreme Court of Texas, the plaintiffs’ claims against CenterPoint Energy and Houston Electric have been dismissed with the exception of the plaintiffs’ gross negligence claims.
+Added: With respect to the plaintiffs’ gross negligence claims, the Supreme Court of Texas concluded that the plaintiffs should be given the opportunity to replead those claims.
+Added: Following issuance of the decision of the Supreme Court of Texas on September 11, 2025, the MDL judge issued an order with a January 9, 2026 deadline for the plaintiffs to replead their gross negligence claims and a schedule for the TDUs to file certain dispositive motions in response.
+Added: As of the date of filing this Form 10-K, most of the plaintiffs have filed amended petitions.
+Added: The claims against Utility Holding have been dismissed in light of the judge’s initial rulings on the Rule 91a dispositive motions.
+Added: The TDUs (including Houston Electric) also filed a motion to dismiss under Chapter 150 of the Texas Civil Practice and Remedies Code in one of the bellwether cases and argued that all of plaintiffs’ claims should be dismissed because the plaintiffs did not include a sufficient certificate of merit by a qualified engineer with their petition, as required by Texas law.
+Added: On November 13, 2024, the MDL judge granted the TDUs’ motion to dismiss under Chapter 150, and on December 3, 2024, the plaintiffs filed a notice of appeal of that ruling.
+Added: Briefing in this appellate proceeding is complete.
+Added: Aside from the filing of amended pleadings and certain dispositive motions in response, all litigation otherwise remains stayed in the MDL.
+Added: CenterPoint Energy and Houston Electric intend to vigorously defend themselves against the remaining claims.
+Added: In February 2023, multiple lawsuits were filed in state district court in Harris County and Tom Green County, Texas, against dozens of gas market participants in Texas, including natural gas producers, processors, pipelines, marketers, sellers, traders, gas utilities, and financial institutions.
Plaintiffs named CERC as a defendant, along with “CenterPoint Energy Services, Inc.,” incorrectly identifying it as CERC’s parent company (CenterPoint Energy previously divested CenterPoint Energy Services, Inc.).
−Removed: One lawsuit filed in Harris County is a putative class action on behalf of two classes of electric and natural gas customers (those who experienced a loss of electricity and/or natural gas, and those who were charged securitization-related surcharges on a utility bill or were otherwise charged higher rates for electricity and/or gas during the February 2021 Winter Storm Event), potentially including millions of class members.
−Removed: Two other lawsuits ( one filed in Harris County and one in Tom Green County) were brought by an entity that purports to be an assignee of the claims of tens of thousands of persons and entities.
−Removed: These, and nine other similar lawsuits filed in Harris County, generally allege that the defendants engaged in gas market manipulation and price gouging, including by intentionally withholding, suppressing, or diverting supplies of natural gas in connection with the February 2021 Winter Storm Event, Winter Storm Elliott, and other severe weather conditions, and through financial market manipulation.
−Removed: Plaintiffs allege that this manipulation impacted gas supply and prices as well as the market, supply, and price of electricity in Texas and caused blackouts and other damage.
−Removed: Plaintiffs assert claims for tortious interference with existing contract, private nuisance, and unjust enrichment, and allege a broad array of injuries and damages, including personal injury, property damage, and harm from certain costs being securitized and passed on to ratepayers.
−Removed: The lawsuits do not specify the amount of damages sought, but seek broad categories of actual, compensatory, statutory, consequential economic, and punitive damages;
+Added: There are two main remaining lawsuits— one filed in Harris County and one in Tom Green County—which were brought by an entity that purports to be an assignee of the claims of tens of thousands of persons and entities.
+Added: These suits generally allege that the defendants engaged in gas market manipulation, including by intentionally withholding, suppressing, or diverting supplies of natural gas in connection with the February 2021 Winter Storm Event.
+Added: Plaintiffs allege that this manipulation impacted gas supply and prices and caused blackouts and other damage.
+Added: Plaintiffs assert claims for tortious interference with existing contract, private nuisance, and unjust enrichment.
+Added: The lawsuits do not specify the amount of damages sought, but seek broad categories of actual, compensatory, consequential economic, and punitive damages;
restitution and disgorgement;
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and other relief.
−Removed: All twelve lawsuits have been tagged for transfer to the existing MDL proceeding referenced above, but only three of the cases have been served against the defendants, including CERC.
+Added: All of these lawsuits have been transferred to the existing MDL proceeding referenced above.
These gas market cases are in addition to the 220 cases noted above regarding electric market issues.
−Removed: On February 2, 2024, CERC filed pleas to the jurisdiction in the three cases in which it was served;
+Added: CERC has vigorously defended itself against the claims raised in the gas market cases.
+Added: On February 2, 2024, CERC filed pleas to the jurisdiction in the three cases in which it was served on February 2, 2024 and again on May 17, 2024;
CERC also partially joined the other defendants’ motions to dismiss and additional pleas to the jurisdiction.
−Removed: On April 2, 2024, plaintiffs in the three served cases filed amended petitions rather than responding to pleas to the jurisdiction and motions to dismiss.
−Removed: Among other changes, plaintiffs in these three cases dismissed CenterPoint Energy Services, Inc., but maintained the same three causes of action as to the remaining defendants.
−Removed: CERC has vigorously defended itself against the claims raised, including filing updated pleas to the jurisdiction on May 17, 2024 in response to plaintiffs’ amended petitions – and will continue to do so.
−Removed: On August 12, 2024, plaintiffs in the putative class action filed a motion for leave to amend to add additional plaintiffs/class representatives.
−Removed: Defendants opposed this motion on September 20, 2024.
−Removed: On September 23, 2024, the MDL judge heard oral argument on CERC’s plea to the jurisdiction and defendants’ motions to dismiss and other pleas to the jurisdiction.
On November 7, 2024 and November 11, 2024, the MDL judge granted defendants’ motion to dismiss and CERC’s plea to the jurisdiction in all three cases.
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Plaintiffs have appealed these rulings, and the appeals have been assigned to the Court of Appeals for the First District of Texas.
−Removed: On December 4, 2024, the MDL judge denied as moot plaintiff’s motion for leave to amend to add additional plaintiffs/class representatives in the putative class action case.
−Removed: On January 17, 2025, the plaintiffs in the putative class action case filed an unopposed motion to dismiss their appeal, which the Court of Appeals granted on February 4, 2025, dismissing the appeal.
−Removed: Plaintiffs’ opening briefs in the remaining two cases are scheduled to be filed on March 28, 2025.
+Added: One of the three cases against CERC was a putative class action, but that case has been dismissed.
+Added: On January 17, 2025, the plaintiffs in the putative class action case filed an unopposed motion to dismiss their appeal, which the Court of Appeals granted on February 4, 2025.
+Added: CERC is still a defendant in two remaining cases.
+Added: The parties have completed their briefing for the Court of Appeals for the First District of Texas and await a ruling.
To date, there have not been demands, quantification, disclosure or discovery of damages by any party to any of the above legal matters that are sufficient to enable CenterPoint Energy and its subsidiaries to estimate exposure.
−Removed: Given that, as well as the preliminary nature of the proceedings, the numerosity of parties and complexity of issues involved, and the uncertainties of litigation, CenterPoint Energy and its subsidiaries are unable to predict the outcome or consequences of any of the foregoing matters or to estimate a range of potential losses.
+Added: Given that, as well as the preliminary nature of the proceedings, the number of parties and complexity of issues involved, and the uncertainties of litigation, CenterPoint Energy and its subsidiaries are unable to predict the outcome or consequences of any of the foregoing matters or to estimate a range of potential losses.
CenterPoint Energy and its subsidiaries have general and excess liability insurance policies that provide coverage for third party bodily injury and property damage claims.
−Removed: As CenterPoint Energy previously noted, given the nature of certain of the plaintiffs’ allegations, insurance coverage may not be available other than for third party bodily injury and property damage claims caused by an accident, and one of CenterPoint Energy’s insurers has reserved its rights with respect to coverage for plaintiffs’ intentional nuisance claims as well as plaintiffs’ claims in the gas market cases.
+Added: As CenterPoint Energy previously noted, given the nature of certain of the plaintiffs’ allegations, insurance coverage may not be available other than for third party bodily injury and property damage claims caused by an accident, and one of CenterPoint Energy’s insurers has reserved its rights with respect to coverage for plaintiffs’ claims in the gas market cases.
CenterPoint Energy and its subsidiaries intend to continue to pursue all available insurance coverage for all of these matters.
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Several parishes and the State of Louisiana filed 42 suits under Louisiana’s State and Local Coastal Resources Management Act against hundreds of oil and gas companies seeking compensatory damages for contamination and erosion of the Louisiana coastline allegedly caused by historical oil and gas operations.
−Removed: One of the defendants in one of the lawsuits (filed in 2013 only by the Parish of Jefferson) is Primary Fuels, Inc., a predecessor company of CenterPoint Energy, which operated in Louisiana from 1983 to 1989.
−Removed: All 42 suits were removed to Louisiana federal courts twice and were stayed for several years pending the district courts’ consideration of various motions to remand and multiple appeals of remand orders.
−Removed: Recently, several cases involving other parishes that had been remanded to Louisiana state court have begun to resume proceedings in state court.
−Removed: However, as of December 31, 2024, the federal district court had not ruled on Jefferson Parish’s motion to remand to state court the lawsuit which includes Primary Fuels among the defendants.
−Removed: Because of the procedurally preliminary nature of the proceedings, lack of information about both the scope of and damages for Jefferson Parish’s claim against Primary Fuels, Inc., the numerosity of parties and complexity of issues involved, and the uncertainties of litigation, CenterPoint Energy and its subsidiaries are unable to predict the outcome or consequences of this matter or to estimate a range of potential losses.
−Removed: CenterPoint Energy will continue to vigorously defend itself against the claims raised and pursue any and all available insurance coverage.
+Added: One of the defendants in one of the lawsuits (filed in 2013 by the Parish of Jefferson) is Primary Fuels, Inc., a predecessor company of CenterPoint Energy, which operated in the oilfield at issue in the case from 1983-1989.
+Added: All 42 suits were removed to Louisiana federal courts twice and were stayed for several years pending the federal courts’ consideration of various motions to remand and multiple appeals of remand orders.
+Added: Several cases involving other parishes were remanded to Louisiana state court.
+Added: To date, two of the 42 suits have substantially progressed in state court.
+Added: The first case, Cameron Parish v.
+Added: Auster Oil & Gas, Inc., et al.
+Added: , settled shortly before trial on confidential terms.
+Added: The second case, Plaquemines Parish v.
+Added: Rozel Operating Co., et al ., was tried against one defendant, Chevron Corporation, and on April 4, 2025, the jury returned a verdict of $ 744.6 million.
+Added: Before final judgment was entered, the Rozel case was stayed until the United States Supreme Court rules on the merits of a jurisdictional issue in a related case that does not include Primary Fuels, Inc.
+Added: As of December 31, 2025, the federal district court had not ruled on Jefferson Parish’s motion to remand to state court the lawsuit which includes Primary Fuels, Inc.
+Added: among the defendants.
+Added: The timing of further progress in the Jefferson Parish case is uncertain and dependent in part on the court’s ruling on the motion to remand and further developments in other related cases.
+Added: Because of the procedurally preliminary nature of the proceedings in the case in which Primary Fuels, Inc.
+Added: is a defendant, lack of information about both the scope of and damages for Jefferson Parish’s claim against Primary Fuels, Inc., the number of parties and complexity of issues involved, and the uncertainties of litigation, CenterPoint Energy and its subsidiaries are unable to predict the outcome or consequences of this matter or to estimate a range of potential losses.
+Added: CenterPoint Energy intends to continue to vigorously defend itself against the claims raised and pursue any and all available insurance coverage.
Environmental Matters
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CCR Rule (CenterPoint Energy).
−Removed: In April 2015, the EPA finalized its CCR Rule, which regulates ash as non-hazardous material under the RCRA.
+Added: In April 2015, the EPA finalized the CCR Rule.
The final rule allows beneficial reuse of ash, and a portion of the ash generated by Indiana Electric’s generating plants will continue to be reused.
−Removed: Indiana Electric has three ash ponds, two at the F.B.
+Added: Indiana Electric historically operated three ash ponds, two at the F.B.
Culley facility (Culley East and Culley West) and one at the A.B.
13 unchanged sentences
On February 7, 2024 the IURC approved the federally mandated costs, both incurred and projected, of $ 52 million in capital costs, plus an estimated $ 133,000 in annual operation and maintenance expenses, for recovery through the ECA.
+Added: Following approval of its most recent rate case, this project is now being recovered through base rates.
As of December 31, 2025, CenterPoint Energy had recorded an approximate $ 175 million ARO, which represents the discounted value of future cash flow estimates to close the ponds at A.B.
4 unchanged sentences
changing environmental regulations;
−Removed: and proceeds received from the settlements in a previously settled insurance proceeding.
+Added: and proceeds received from
+Added: the settlements in a previously settled insurance proceedings.
In addition to these AROs, Indiana Electric also anticipates equipment purchases of between $ 60 million and $ 80 million to complete the A.B.
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Indiana Electric will continue to refine the assumptions, engineering analyses and resulting cost estimates associated with this ARO and such refinement could materially impact the amount of the estimated ARO.
−Removed: Clean Water Act Permitting of Groundwater and Power Plant Discharges .
−Removed: In April 2020, the U.S.
−Removed: Supreme Court issued an opinion providing that indirect discharges via groundwater or other non-point sources are subject to permitting and liability under the Clean Water Act when they are the functional equivalent of a direct discharge.
−Removed: On November 27, 2023, the EPA published draft guidance regarding the application of the “functional equivalent” analysis as related to permitting of certain
−Removed: discharges through groundwater to surface waters.
−Removed: The Registrants do not currently anticipate impacts from this guidance, but groundwater monitoring continues under the CCR Rule.
+Added: Clean Water Act Permitting and Power Plant Discharges .
In 2015, the EPA finalized revisions to the existing steam electric wastewater discharge standards which set more stringent wastewater discharge limits and effectively prohibited further wet disposal of coal ash in ash ponds.
2 unchanged sentences
On April 25, 2024, the EPA released its final Supplemental Effluent Limitation Guidelines and Standards for the Steam Electric Generating Point Source Category.
−Removed: The Registrants currently anticipate that they will be in compliance with the Supplemental ELG Guidelines at the Culley facility due to previous wastewater treatment upgrades.
+Added: On December 31, 2025, the EPA published a final rule extending various deadlines and other provisions of the 2024 Supplemental Effluent Limitation Guidelines.
+Added: The Registrants currently anticipate that they will be in compliance with the Supplemental Effluent Limitation Guidelines at the Culley facility due to previous wastewater treatment upgrades.
Other Environmental.
18 unchanged sentences
The dilutive effect of restricted stock is computed using the treasury stock method, as applicable, which includes the incremental shares that would be hypothetically vested in excess of the number of shares assumed to be hypothetically repurchased with the assumed proceeds.
−Removed: Diluted earnings per common share will also reflect the dilutive effect of potential common shares from the conversion of the Convertible Notes.
+Added: Until settlement of the equity forwards executed in April 2025 and May 2025 as further described in Note 11, dilutive earnings per common share reflects the dilutive impact of potential issuances of shares of Common Stock associated with the outstanding equity forwards.
+Added: The dilutive effect of equity forwards is determined under the treasury stock method.
+Added: Share dilution occurs when the average market price of Common Stock is higher than the forward sales price at the end of the reporting period.
+Added: Diluted earnings per common share will also reflect the dilutive effect of potential conversions of our convertible notes into shares of Common Stock.
Convertible debt in which the principal amount must be settled in cash is excluded from the calculation of diluted earnings per common share.
There would be no interest expense adjustment to the numerator for the cash-settled portion of the convertible notes because that portion will always be settled in cash.
−Removed: The conversion spread value in shares will be included in diluted earnings per common share using the if-converted method if the convertible debt is in the money.
+Added: The conversion spread value in shares will be included in diluted earnings per common share using the if-converted method if the average market price of Common Stock is higher than the conversion price.
The denominator of diluted earnings per common share is determined by dividing the conversion spread value of the share-settled portion of the convertible notes as of the reporting date by the average share price over the reporting period.
−Removed: For the year ended December 31, 2024, the convertible debt was not in the money;
−Removed: therefore, no incremental shares were assumed converted or included in the diluted earnings per common share calculation below.
For further details on the convertible notes, see Note 12.
4 unchanged sentences
Net income $ 1,052 $ 1,019 $ 917
−Removed: Preferred stock dividend requirement (Note 11)
+Added: Preferred stock dividend requirement
Income available to common shareholders - basic and diluted
+Added: $ 1,052 $ 1,019 $ 867
Weighted average common shares outstanding - basic 652,671,000 643,163,000 630,947,000
−Removed: Incremental shares from assumed conversions:
Restricted stock 1,938,000 974,000 2,232,000
+Added: Equity forwards
+Added: 1,000,000 — —
+Added: Convertible notes (1)
Weighted average common shares outstanding - diluted 655,650,000 644,137,000 633,179,000
2 unchanged sentences
Diluted $ 1.60 $ 1.58 $ 1.37
+Added: (1) Related to the 2026 Convertible Notes.
(16) Reportable Segments
The Registrants’ determination of reportable segments considers the strategic operating units under which its CODM manages sales, allocates resources and assesses performance of various products and services to wholesale or retail customers in differing regulatory environments.
−Removed: As of December 31, 2024, reportable segments by Registrant and information about each Registrant’s CODM were as follows:
+Added: As of December 31, 2025, reportable segments b y Registrant and information about each Registrant’s CODM were as follows:
CenterPoint Energy
−Removed: • CenterPoint Energy’s Electric reportable segment consisted of electric transmission and distribution services in the Texas Gulf Coast area in the ERCOT region and electric transmission and distribution services primarily to southwestern Indiana and includes power generation and wholesale power operations in the MISO region.
−Removed: • CenterPoint Energy’s Natural Gas reportable segment consists of (i) intrastate natural gas sales to, and natural gas transportation and distribution for residential, commercial and industrial customers in Indiana, Louisiana, Minnesota, Mississippi, Ohio and Texas;
−Removed: and (ii) permanent pipeline connections through interconnects with various interstate and intrastate pipeline companies through CEIP.
−Removed: • CenterPoint Energy’s Corporate and Other category consists of energy performance contracting and sustainable infrastructure services by Energy Systems Group through June 30, 2023, the date of the sale of Energy Systems Group, and corporate support operations that support all of CenterPoint Energy’s business operations.
+Added: • CenterPoint Energy’s Electric reportable segment consisted of (i) electric transmission and distribution services in the Texas Gulf Coast area in the ERCOT region;
+Added: (ii) electric transmission and distribution services primarily to southwestern Indiana, and (iii) power generation and wholesale power operations in the MISO region.
+Added: • CenterPoint Energy’s Natural Gas reportable segment following the closing of the sale of the Louisiana and Mississippi natural gas LDC businesses on March 31, 2025 consisted of (i) intrastate natural gas sales to, and natural gas transportation and distribution for, residential, commercial and industrial customers in Indiana, Minnesota, Ohio and Texas;
+Added: and (ii) permanent pipeline connections through interconnects with various interstate and intrastate pipeline
+Added: companies through CEIP.
+Added: On October 20, 2025, CenterPoint Energy, through CERC Corp., entered into the Ohio Securities Purchase Agreement to sell all of the issued and outstanding equity interests in CEOH.
+Added: The transaction is expected to close in the fourth quarter of 2026, subject to the satisfaction of customary closing conditions.
+Added: For further information, see Note 4 to the consolidated financial statements.
+Added: • CenterPoint Energy’s Corporate and Other reportable segment consisted of energy performance contracting and sustainable infrastructure services by Energy Systems Group through June 30, 2023, the date of the sale of Energy Systems Group, and corporate support operations that support all of CenterPoint Energy’s business operations.
CenterPoint Energy’s Corporate and Other also includes office buildings and other real estate used for business operations.
−Removed: CenterPoint Energy’s CODM, the Chief Executive Officer, evaluates performance for all of its reportable segments based on segment net income.
+Added: CenterPoint Energy’s CODM, the President and Chief Executive Officer, evaluates performance for all of its reportable segments based on segment net income.
The CODM uses segment net income to allocate resources as part of the budgeting and forecasting process as well as during periodic budget-to-actual reviews.
Houston Electric
−Removed: • Houston Electric’s single reportable segment consisted of electric transmission services to transmission service customers in the ERCOT region and distribution service to REPs in the Texas Gulf Coast area that includes the city of Houston.
+Added: • Houston Electric’s single reportable segment consisted of electric transmission services 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.
Houston Electric’s CODM, the President and Chief Executive Officer, evaluates performance for its single reportable segment based on segment net income.
The CODM uses segment net income to allocate resources as part of the budgeting and forecasting process as well as during periodic budget-to-actual reviews.
−Removed: • CERC’s single reportable segment following the Restructuring consisted of (i) intrastate natural gas sales to, and natural gas transportation and distribution for residential, commercial and industrial customers in Indiana, Louisiana, Minnesota, Mississippi, Ohio and Texas;
+Added: • CERC’s single reportable segment following the closing of the sale of the Louisiana and Mississippi natural gas LDC businesses on March 31, 2025 consisted of (i) intrastate natural gas sales to, and natural gas transportation and distribution for, residential, commercial, and industrial customers in Indiana, Minnesota, Ohio and Texas;
and (ii) permanent pipeline connections through interconnects with various interstate and intrastate pipeline companies through CEIP.
+Added: On October 20, 2025, CenterPoint Energy, through CERC Corp., entered into the Ohio Securities Purchase Agreement to sell all of the issued and outstanding equity interests in CEOH.
+Added: The transaction is expected to close in the fourth quarter of 2026, subject to the satisfaction of customary closing conditions.
+Added: For further information, see Note 4 to the consolidated financial statements.
CERC’s CODM, the President and Chief Executive Officer, evaluates performance for its single reportable segment based on segment net income.
2 unchanged sentences
Intersegment sales are eliminated in consolidation, except as described in Note 1.
−Removed: Financial data for reportable segments is as follows:
+Added: Financial data for reportable segments is as follows for the periods presented:
CenterPoint Energy
12 unchanged sentences
Taxes other than income taxes 321 245 10 576 — 576
−Removed: Interest expense 372 207 286 865 ( 27 ) 838
−Removed: Income tax expense (benefit) 157 108 ( 70 ) 195 — 195
+Added: Interest expense and other finance charges 445 208 282 935 ( 32 ) 903
Interest income (1) ( 15 ) ( 11 ) ( 17 ) ( 43 ) 32 ( 11 )
−Removed: Other income, net (2) ( 43 ) ( 12 ) — ( 55 ) — ( 55 )
+Added: Other expense (income), net (2)
+Added: ( 62 ) 33 — ( 29 ) — ( 29 )
+Added: Income tax expense (benefit) 172 97 ( 74 ) 195 — 195
Net income (loss)
10 unchanged sentences
Taxes other than income taxes 304 237 6 547 — 547
−Removed: Interest expense 303 188 264 755 ( 54 ) 701
−Removed: Income tax expense (benefit) 189 ( 25 ) 6 170 — 170
+Added: Interest expense and other finance charges 372 207 286 865 ( 27 ) 838
Interest income (1) ( 18 ) ( 2 ) ( 14 ) ( 34 ) 27 ( 7 )
−Removed: Other expense (income), net (2)
+Added: Other income, net (2)
( 43 ) ( 12 ) — ( 55 ) — ( 55 )
+Added: Income tax expense (benefit) 157 108 ( 70 ) 195 — 195
Net income (loss) $ 671 $ 566 $ ( 218 ) $ 1,019 $ — $ 1,019
3 unchanged sentences
Revenues from external customers $ 4,290 $ 4,276 $ 130 $ 8,696 $ — $ 8,696
+Added: Intersegment revenues — 3 — 3 ( 3 ) —
Utility natural gas, fuel and purchased power 176 1,888 — 2,064 ( 3 ) 2,061
3 unchanged sentences
Taxes other than income taxes 272 245 8 525 — 525
−Removed: Interest expense 235 137 214 586 ( 62 ) 524
−Removed: Income tax expense (benefit) 147 243 ( 30 ) 360 — 360
+Added: Interest expense and other finance charges 303 188 264 755 ( 54 ) 701
Interest income (1) ( 19 ) ( 10 ) ( 34 ) ( 63 ) 54 ( 9 )
−Removed: Other income, net (2) ( 27 ) ( 239 ) ( 105 ) ( 371 ) — ( 371 )
+Added: Other expense (income), net (2)
+Added: ( 37 ) ( 5 ) 23 ( 19 ) — ( 19 )
+Added: Income tax expense (benefit) $ 189 $ ( 25 ) $ 6 $ 170 $ — $ 170
Net income (loss) $ 654 $ 533 $ ( 270 ) $ 917 $ — $ 917
−Removed: (1) Interest income from Securitization Bonds of $ 3 million, $ 4 million, and less than $ 1 million for the years ended December 31, 2024, 2023 and 2022, respectively, is included in Other income (expense), net on CenterPoint Energy’s Statements of Consolidated Income.
+Added: (1) Interest income from Securitization Bonds of $ 1 million, $ 3 million, and $ 4 million for the years ended December 31, 2025, 2024 and 2023, respectively, is included in Other income (expense), net on CenterPoint Energy’s Statements of Consolidated Income.
(2) Other income (expense), net primarily includes AFUDC equity, non-service cost for pension and postretirement benefits, Gain (loss) on equity securities, Gain (loss) on indexed debt securities and Gain (loss) on sale.
7 unchanged sentences
Corporate and Other, net of eliminations (1) 1,480 1,249 65 26 13
−Removed: Continuing Operations 43,768
−Removed: 39,715 4,649 4,370 4,415
−Removed: Divestitures (2)
Consolidated $ 46,534 $ 43,768 $ 5,405 $ 4,649 $ 4,370
(1) Total assets included pension and other postemployment-related regulatory assets of $ 383 million and $ 384 million as of December 31, 2025 and 2024, respectively.
−Removed: (2) For further information regarding CenterPoint Energy’s and CERC’s divestitures, see Note 4.
Houston Electric
2 unchanged sentences
For financial data related to segment total assets, see Houston Electric’s Consolidated Balance Sheets.
−Removed: Financial data related to interest income and expenditures for long-lived assets is as follows:
+Added: Financial data related to interest income and expenditures for long-lived assets is as follows for the periods presented:
Year Ended December 31,
9 unchanged sentences
For financial data related to segment total assets, see CERC’s Consolidated Balance Sheets.
−Removed: Financial data related to interest income and expenditures for long-lived assets is as follows:
+Added: Financial data related to interest income and expenditures for long-lived assets is as follows for the periods presented:
Year Ended December 31,
2 unchanged sentences
Interest income (1)
+Added: $ 10 $ 2 $ 10
Expenditures for long-lived assets
2 unchanged sentences
Major Customers (Houston Electric)
−Removed: Houston Electric’s revenues from major external customers are as follows:
+Added: Houston Electric’s revenues from major external customers are as follows for the periods presented:
Year Ended December 31,
23 unchanged sentences
Interest, net of capitalized interest $ 983 $ 392 $ 233 $ 805 $ 321 $ 190 $ 664 $ 287 $ 175
−Removed: Income tax payments (refunds), net (1) ( 9 ) 26 3 215 12 115 421 142 37
+Added: Federal income taxes
+Added: $ ( 1 ) $ — $ — $ ( 5 ) $ — $ — $ 196 $ 12 $ 113
+Added: State income taxes
+Added: ( 11 ) — — — — — — — —
+Added: ( 10 ) — — ( 10 ) — 1 — — —
+Added: — — — ( 2 ) — — — — —
+Added: 8 18 2 10 26 2 15 — —
+Added: ( 4 ) — ( 5 ) — — — — — —
+Added: ( 3 ) — ( 1 ) ( 2 ) — — 4 — 2
+Added: Total income tax payments (refunds), net (1)
+Added: $ ( 21 ) $ 18 $ ( 4 ) $ ( 9 ) $ 26 $ 3 $ 215 $ 12 $ 115
Non-cash transactions:
2 unchanged sentences
ROU assets obtained in exchange for lease liabilities (2)
+Added: $ 36 $ 2 $ ( 1 ) $ 18 $ — $ 13 $ 3 1 $ —
(1) CenterPoint Energy’s $ 215 million income tax payments in 2023 were attributable to recovery of extraordinary gas costs incurred in the February 2021 Winter Storm through the Railroad Commission ordered securitization.
(2) Excludes ROU assets obtained through prepayment of the lease liabilities;
+Added: see Note 19 for additional detail on ROU assets as of the periods presented.
+Added: Amounts presented for CenterPoint Energy and CERC include ROU assets and lease liabilities derecognized as part of the sale of the Louisiana and Mississippi natural gas LDC businesses on March 31, 2025;
+Added: see Note 4 for additional detail on the transaction.
The table below provides a reconciliation of cash, cash equivalents and restricted cash reported in the Consolidated Balance Sheets to the amount reported in the Statements of Consolidated Cash Flows for the periods presented:
9 unchanged sentences
Supplemental Disclosure of Balance Sheet Information
−Removed: Included in other current liabilities on CERC’s Consolidated Balance Sheets as of December 31, 2024 and 2023 was $ 98 million and $ 118 million, respectively, of credits related to customers on budget billing programs.
Included in other current liabilities on Houston Electric’s Consolidated Balance Sheets as of December 31, 2025 and 2024 was $ 119 million and $ 85 million, respectively, of builder deposits.
+Added: Included in other current liabilities on CERC’s Consolidated Balance Sheets as of December 31, 2025 and 2024 was $ 80 million and $ 98 million, respectively, of credits related to customers on budget billing programs.
(18) Related Party Transactions (Houston Electric and CERC)
2 unchanged sentences
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.
−Removed: The table below summarizes CenterPoint Energy money pool activity for the periods presented:
+Added: The table below summarizes CenterPoint Energy money pool activity as of the dates presented:
December 31, 2025 December 31, 2024
1 unchanged sentence
(in millions, except interest rates)
−Removed: Money pool investments (1)
+Added: Money pool investments (borrowings) (1)
$ ( 54 ) $ ( 291 ) $ 368 $ —
Weighted average interest rate 3.83 % 3.83 % 4.65 % — %
−Removed: (1) Included in Accounts and notes receivable–affiliated companies in Houston Electric’s and CERC’s respective Consolidated Balance Sheets as of December 31, 2024 and 2023, as applicable.
−Removed: Houston Electric and CERC affiliate-related transactions were as follows:
+Added: (1) Included in Accounts and notes payable–affiliated companies in Houston Electric’s and CERC’s respective Consolidated Balance Sheets as of December 31, 2025 and Accounts and notes receivable–affiliated companies in Houston Electric’s Consolidated Balance Sheets as of December 31, 2024, as applicable.
+Added: Houston Electric and CERC affiliate-related transactions were as follows for the periods presented:
Year Ended December 31,
2 unchanged sentences
(in millions)
−Removed: Interest income (expense), net (2) $ 9 $ 2 $ 2 $ 10 $ — $ ( 18 )
−Removed: (1) Includes affiliate-related net interest expense of Indiana Gas and CEOH to reflect the Restructuring.
−Removed: (2) Interest income is included in Other, net and interest expense is included in Interest expense and other finance charges on Houston Electric’s and CERC’s respective Statements of Consolidated Income.
+Added: Interest income, net (1)
+Added: $ 1 $ 7 $ 9 $ 2 $ 2 $ 10
+Added: (1) Interest income is included in Other, net on Houston Electric’s and CERC’s respective Statements of Consolidated Income.
CenterPoint Energy provides some corporate services to Houston Electric and CERC.
12 unchanged sentences
Corporate service charges $ 201 $ 228 $ 173 $ 213 $ 173 $ 236
−Removed: Net affiliate service charges (billings) ( 5 ) 5 ( 10 ) 10 15 ( 15 )
−Removed: The table below presents transactions among Houston Electric, CERC and their parent, Utility Holding, for the periods presented:
−Removed: Year Ended December 31,
+Added: Affiliate service charges (billings), net
( 4 ) 4 ( 5 ) 5 ( 10 ) 10
−Removed: Houston Electric CERC Houston Electric CERC Houston Electric CERC
−Removed: (in millions)
−Removed: Cash dividends paid to parent $ 339 $ 442 $ 367 $ 496 $ 316 $ 124
−Removed: Cash dividend paid to parent related to the sale of the Arkansas and Oklahoma Natural Gas businesses — — — — — 720
−Removed: Cash contribution from parent 844 290 885 500 1,143 289
−Removed: Net assets acquired in the Restructuring (1) — — — — — 2,345
−Removed: Non-cash capital contribution from parent in payment for property, plant and equipment below — — — — 38 54
−Removed: Cash paid to parent for property, plant and equipment below — — — — 65 61
−Removed: Property, plant and equipment from parent (2) — — — — 103 115
−Removed: (1) The Restructuring was a common control transaction that required the recasting of financial information to the earliest period presented.
−Removed: Therefore, the net asset transfer was not reflected during the year ended December 31, 2022 on CERC’s Statements of Consolidated Changes in Equity.
−Removed: (2) Property, plant and equipment purchased from CenterPoint Energy at its net carrying value on the date of purchase.
−Removed: In 2021, Houston Electric entered into a temporary short-term lease and long-term leases for temporary generation.
+Added: In 2021, Houston Electric entered into a temporary short-term lease and long-term leases for TEEEF.
The short-term lease agreement expired on December 31, 2022.
−Removed: Effective January 1, 2023, all temporary generation assets were leased under the long-term lease agreement.
+Added: Effective January 1, 2023, all TEEEF assets were leased under the long-term lease agreement.
Expenses associated with the short-term lease, including carrying costs, are deferred to a regulatory asset and totaled $ 78 million and $ 89 million as of December 31, 2025 and 2024, respectively.
The long-term lease agreement includes up to 519 MW of TEEEF, all of which was delivered as of December 31, 2022, triggering lease commencement at delivery, with an initial term ending in 2029 for all TEEEF leases.
−Removed: The total cash payments under the long-term lease totaled $ 664 million, with the final $ 485 million paid in 2022.
−Removed: Houston Electric derecognized the finance lease liability when the extinguishment criteria in Topic 405 - Liabilities was achieved.
−Removed: Per the terms of the agreement, lease payments are due and made in full by Houston Electric upon taking possession of the asset, relieving substantially all of the associated finance lease liability at that time.
The remaining finance lease liability associated with the commenced long-term TEEEF agreement was not significant as of December 31, 2025 and 2024 and relates to removal costs that will be incurred at the end of the lease term.
−Removed: As of December 31, 2024, Houston Electric had secured a first lien on the assets leased under the prepayment agreement, except for assets with lease payments totaling $ 79 million, which is being held in an escrow account, not controlled by Houston Electric, and the funds will be released when a first lien can be secured by Houston Electric.
−Removed: Expenses associated with the long-term lease, including variable costs associated with the operation and maintenance of the temporary generation assets, depreciation expense on the right of use asset and carrying costs, are deferred to a regulatory asset as a recoverable cost under the 2021 Texas legislation and totaled $ 158 million and $ 124 million as of December 31, 2024 and 2023, respectively.
+Added: As of December 31, 2025, Houston Electric had secured a first lien on all the assets leased under the prepayment agreement.
+Added: For TEEEF units included within the rate-regulated utilities, expenses associated with the long-term lease, including variable costs associated with the operation and maintenance of the TEEEF assets, depreciation expense on the right of use asset and carrying costs, are deferred to a regulatory asset as a recoverable cost under the 2021 Texas legislation and totaled $ 123 million and $ 158 million as of December 31, 2025 and 2024, respectively.
For further discussion of the regulatory impacts, see Note 7.
11 unchanged sentences
$ 34 $ 28 $ 2 $ 18 $ 14 $ 2 $ 37 $ 33 $ 2
−Removed: (1) CenterPoint Energy and Houston Electric defer finance lease costs for TEEEF to Regulatory assets for recovery rather than to Depreciation and Amortization in the Statements of Consolidated Income.
+Added: (1) For TEEEF units included within the rate-regulated utilities, CenterPoint Energy and Houston Electric defer finance lease costs for TEEEF to Regulatory assets for recovery rather than to Depreciation and amortization in the Statements of Consolidated Income.
+Added: For the year ended December 31, 2025, CenterPoint Energy and Houston Electric recognized $ 59 million of finance lease cost within Depreciation and amortization in the Statements of Consolidated Income, which represents the period of time certain TEEEF units were not eligible for regulatory deferral.
The components of lease income were as follows for the periods presented:
9 unchanged sentences
Total lease income $ 10 $ — $ 6 $ 8 $ — $ 5 $ 8 $ 1 $ 4
−Removed: Supplemental balance sheet information related to leases was as follows for the periods presented:
+Added: Supplemental balance sheet information related to leases was as follows as of the dates presented:
December 31, 2025 December 31, 2024
11 unchanged sentences
(2) Included in Property, Plant and Equipment in the Registrants’ respective Consolidated Balance Sheets, net of accumulated amortization.
−Removed: (3) Included in Current other liabilities in the Registrants’ respective Consolidated Balance Sheets.
+Added: (3) Included in Other current liabilities in the Registrants’ respective Consolidated Balance Sheets.
(4) Included in Other non-current liabilities in the Registrants’ respective Consolidated Balance Sheets.
(5) Finance lease liabilities were not material as of December 31, 2025 or 2024.
−Removed: As of December 31, 2024 and 2023, the weighted-average remaining lease term and weighted-average discount rate for the Registrants’ finance and operating leases were as follows:
+Added: As of the dates presented, the weighted-average remaining lease term and weighted-average discount rate for the Registrants’ finance and operating leases were as follows:
December 31, 2025 December 31, 2024
33 unchanged sentences
Operating cash flows from operating leases included in the measurement of lease liabilities $ 6 $ 2 $ 1 $ 5 $ 2 $ 2 $ 5 $ 2 $ 2
−Removed: Financing cash flows from finance leases included in the measurement of lease liabilities — — — — — — 485 485 —
See Note 17 for information on ROU assets obtained in exchange for operating lease liabilities.
(20) Subsequent Events
−Removed: Credit Facilities
−Removed: On January 29, 2025, CenterPoint Energy, Houston Electric, CERC and SIGECO each entered into Extension Agreements to, among other things, extend the maturity date of the lenders’ commitments under each of their respective Credit Agreements by one year, from December 6, 2027 to December 6, 2028.
−Removed: SIGECO First Mortgage Bonds (CenterPoint Energy)
−Removed: On January 31, 2025, SIGECO issued $ 165 million aggregate principal amount of 5.69 % First Mortgage Bonds, Series 2025A, Tranche A due 2055.
−Removed: Total net proceeds from SIGECO’s January 2025 issuance of first mortgage bonds, net of transaction expenses and fees, were approximately $ 164 million, which will be used for the acquisition of Posey Solar.
+Added: CERC Term Loan
+Added: In January 2026, CERC Corp.
+Added: entered into a delayed draw term loan agreement pursuant to which the banks party thereto have committed to provide term loans in an aggregate principal amount of up to $ 800 million by March 30, 2026 in up to three separate borrowings, subject to the satisfaction or waiver of certain customary conditions.
+Added: If not fully utilized, the term loan commitments expire on March 31, 2026.
+Added: The maturity date of the term loan is July 16, 2027.
+Added: The borrowings under the term loan agreement bear interest at CERC’s option, at a rate per annum equal to either (i) Term SOFR (as defined in the term loan agreement), plus a margin of 0.85 %, or (ii) the Alternate Base Rate (as defined in the term loan agreement).
+Added: borrowed $ 500 million on January 20, 2026, and expects to borrow the remaining $ 300 million during the first quarter of 2026.
+Added: CERC intends to use the proceeds thereof for general corporate purposes.
+Added: CERC Prepayment Notice
+Added: On February 11, 2026, CERC Corp.
+Added: commenced sending out notices of full prepayment relating to (i) $ 10 million aggregate principal amount of its 4.25 % Senior Notes, Series B, due June 5, 2043, (ii) $ 40 million aggregate principal amount of its 4.36 % Senior Notes, Series B, due December 15, 2045, (iii) $ 35 million aggregate principal amount of its 5.99 % Senior Notes, Series C, due November 30, 2041, (iv) $ 60 million aggregate principal amount of its 5.02 % Senior Notes, Series B, due November 30, 2026 and (v) $ 100 million aggregate principal amount of its 5.00 % Senior Notes due February 3, 2042, pursuant to Note Purchase Agreements, each dated as of May 27, 2022, by and among CERC Corp.
+Added: and the purchasers party thereto.
+Added: Such notes are expected to be prepaid on March 27, 2026 at 100 % of the principal amount plus accrued and unpaid interest and a Make-Whole Amount (as defined in the respective Note Purchase Agreements).
+Added: Series 2026-A Senior Secured System Restoration Bonds (Houston Electric)
+Added: On February 18, 2026, Houston Electric and Restoration Bond Company III entered into an underwriting agreement with respect to the purchase and sale of up to approximately $ 1.193 billion aggregate principal amount of Restoration Bond Company III’s Series 2026‑A Senior Secured System Restoration Bonds.
+Added: Subject to the satisfaction of customary closing conditions, Restoration Bond Company III expects to issue the Series 2026-A Senior Secured System Restoration Bonds on February 26, 2026 in three tranches with initial principal amounts of $ 298,370,000 , $ 397,825,000 and $ 497,279,000 , interest
+Added: rates of 3.899 %, 4.480 % and 4.864 % and final maturity dates of December 2031, June 2036 and December 2040, respectively.
+Added: Restoration Bond Company III intends to use the net proceeds from the issuance of the Series 2026-A Senior Secured System Restoration Bonds to purchase the system restoration property from Houston Electric.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.